Acquisitions (Tables)

3 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The table below represents the preliminary purchase price allocation to the assets acquired and liabilities assumed of S&N based on their estimated fair values as of the acquisition date based on management’s best estimates and assumptions:

(in thousands)	Amount
Tangible assets acquired:
Accounts receivable	$	803
Inventory	370
Contract assets	3,920
Operating lease right-of-use assets	1,529
Property, plant, and equipment	1,996
Net pension benefit assets	1,727
Intangible assets acquired	2,740
Goodwill	3,108
Liabilities assumed:
Accounts payable	(1,226)
Accrued expenses	(622)
Contract liabilities	(6,024)
Operating lease liabilities	(1,565)
Asset retirement obligation	(1,895)
Total purchase consideration	$	4,861

The table below represents the preliminary purchase price allocation to the assets acquired and liabilities assumed of EMCORE Chicago based on their estimated fair values as of the acquisition date based on management’s best estimates and assumptions:

(in thousands)	Amount
Tangible assets acquired:
Accounts receivable	$	4,977
Inventory	10,800
Prepaid expenses and other current assets	1,483
Property, plant, and equipment	14,442
Intangible assets acquired	12,770
Goodwill	13,342
Liabilities assumed:
Accounts payable	(1,699)
Accrued expenses	(485)
Contract liabilities	(637)
Other long-term liabilities	(8)
Total purchase consideration	$	54,985

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma financial information presented for the three months ended December 31, 2021 does not purport to be indicative of the results of operations that would have been achieved had the EMCORE Chicago acquisition been consummated on October 1, 2020, nor of the results which may occur in the future. The pro forma amounts are based upon available information and certain assumptions that the Company believes are reasonable.

	Three Months Ended December 31, 2021
	Historical
(in thousands, except per share data)	EMCORE Corporation (excluding EMCORE Chicago)		EMCORE Chicago		Pro Forma Adjustments			Pro Forma Combined
Revenue	$	42,236	$	7,698	$	—		$	49,934
Cost of revenue	26,439		5,827		171		(a)	32,437
Gross profit	15,797		1,871		(171)			17,497
Operating expense:
Selling, general, and administrative	7,187		2,684		(1,026)		(a)(b)	8,845
Research and development	4,627		1,443		(264)		(a)(b)	5,806
Severance	1,298		—		—			1,298
(Gain) loss on sale of assets	187		—		—			187
Total operating expense	13,299		4,127		(1,290)			16,136
Operating (loss) income	2,498		(2,256)		1,119			1,361
Other (expense) income:								0
Interest expense, net	(11)		—		318		(c)	307
Foreign exchange gain	42		—		—			42
Other income	—		33		—			33
Total other (expense) income	31		33		318			382
(Loss) income before income tax expense	2,529		(2,223)		1,437			1,743
Income tax expense	(115)		(13)		(5)		(d)(e)	(133)
Net (loss) income	2,414		(2,236)		1,432			1,610
Foreign exchange translation adjustment	20		—		—			20
Comprehensive (loss) income	$	2,434	$	(2,236)	1,432			$	1,630
Per share data:
Net (loss) income per basic share	$	0.07			$	—		$	0.04
Weighted-average number of basic shares outstanding	36,950				—			36,950
Net (loss) income per diluted share	$	0.06			$	—		$	0.04
Weighted-average number of diluted shares outstanding	39,031				—			39,031

(a) Reflects the impact to depreciation expense and amortization expense as a result of the change in fair value of property, plant, and equipment and intangible assets acquired. Adjustment was made to the unaudited pro forma condensed combined statements of operations for the three months ended December 31, 2022.

(b) Reflects the deduction of various sales, general, and administrative and research and development expenses allocated from corporate overhead to EMCORE Chicago during the periods presented that will not be incurred on an ongoing basis as a result of existing EMCORE management structures in place, which will provide the same support to EMCORE Chicago upon completion of a transition services agreement entered into between EMCORE and KVH in connection with the EMCORE Chicago acquisition. Amounts were estimated based on historical allocation included in the stand-alone financial statements of EMCORE Chicago. However, actual costs to be incurred associated with corporate support may vary under the EMCORE structure.

(c) Reflects the impact of interest expense related to cash from borrowing facility for funding of the transaction.

(d) Reflects the current tax expense due to additional income and deferred income tax expense related to deferred tax liability generated from annual tax amortization of indefinite-lived assets that were acquired for the periods presented. Such amounts were determined based on the effective tax rate of EMCORE rather than statutory tax rates as a result of a tax valuation allowance covering substantially all deferred tax assets and the existence of tax loss carryforwards present at both entities.

(e) Reflects the deduction of the income tax expense related to the FIN 48 liability of EMCORE Chicago that is not assumed by EMCORE.