Acquisitions

9 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

On August 9, 2022, we completed the acquisition of EMCORE Chicago, pursuant to which we acquired substantially all of KVH's assets and liabilities primarily related to its FOG and Inertial Navigation Systems business, including property interests in the Tinley Park Facility, for aggregate consideration of approximately $55.0 million, exclusive of transaction costs and expenses and subject to certain post-closing working capital adjustments. Following the closing, EMCORE Chicago results are included in our A&D reportable segment and in our consolidated financial statements beginning on the acquisition date. Revenue and net income of EMCORE Chicago of $9.3 million and $0.4 million, respectively, is included in our condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2023. Revenue and net income of EMCORE Chicago of $25.9 million and $2.1 million, respectively, is included in our condensed consolidated statements of operations and comprehensive loss for the nine months ended June 30, 2023.

Final Purchase Price Allocation

The total purchase price for the EMCORE Chicago acquisition was allocated to the assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date. Since the acquisition, the purchase price allocation for EMCORE Chicago changed by a $3.3 million reduction to inventory resulting in a corresponding increase to intangible assets and goodwill acquired. Goodwill is measured as the excess of the fair value of the purchase consideration transferred over the fair value of the identifiable net assets.

The table below represents the final 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	7,479
Prepaid expenses and other current assets	1,483
Property, plant, and equipment	14,442
Intangible assets acquired	13,470
Goodwill	15,867
Liabilities assumed:
Accounts payable	(1,699)
Accrued expenses	(485)
Contract liabilities	(637)
Other long-term liabilities	(8)
Total purchase consideration	$	54,889

Included in intangible assets acquired are customer relationships of $3.0 million, technology of $2.4 million, in-process research and development of $5.9 million, and trademarks of $2.2 million.

For the three and nine months ended June 30, 2023, the Company incurred transitional and transaction costs of approximately $0.3 million and $3.6 million, respectively, in connection with the S&N and EMCORE Chicago acquisitions, which were expensed as incurred and included in selling, general, and administrative (“SG&A”) expenses within the accompanying condensed consolidated statements of operations and comprehensive loss. Goodwill from the acquisition totaled $15.9 million which is 83.3% of total goodwill.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presented for the three and nine months ended June 30, 2022 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, 2021, 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 June 30, 2022
	Historical
(in thousands, except per share data)	EMCORE Corporation (excluding EMCORE Chicago)		EMCORE Chicago		Pro Forma Adjustments			Pro Forma Combined
Revenue	$	23,675	$	7,698	$	—		$	31,373
Cost of revenue	19,777		5,827		171		(a)	25,775
Gross profit	3,898		1,871		(171)			5,598
Operating expense:
Selling, general, and administrative	7,800		2,905		(1,026)		(a)(b)	9,679
Research and development	4,513		1,443		(264)		(a)(b)	5,692
Severance	—		—		—			—
Gain on sale of assets	(1,318)		—		—			(1,318)
Total operating expense	10,995		4,348		(1,290)			14,053
Operating loss	(7,097)		(2,477)		1,119			(8,455)
Other expense:
Interest income, net	9		—		318		(c)	327
Foreign exchange loss	(185)		—		—			(185)
Other expense	(349)		34		—			(315)
Total other expense	(525)		34		318			(173)
Loss before income tax expense	(7,622)		(2,443)		1,437			(8,628)
Income tax expense	(27)		(13)		(6)		(d)(e)	(46)
Net loss	(7,649)		(2,456)		1,431			(8,674)
Foreign exchange translation adjustment	69		—		—			69
Comprehensive loss	$	(7,580)	$	(2,456)	1,431			$	(8,605)
Per share data:
Net loss per basic share	$	(0.20)			$	—		$	(0.23)
Weighted-average number of basic shares outstanding	37,425				—			37,425
Net loss per diluted share	$	(0.20)			$	—		$	(0.23)
Weighted-average number of diluted shares outstanding	37,425				—			37,425


	Nine Months Ended June 30, 2022
	Historical
(in thousands, except per share data)	EMCORE Corporation (excluding EMCORE Chicago)		EMCORE Chicago		Pro Forma Adjustments			Pro Forma Combined
Revenue	$	98,561	$	23,094	$	—		$	121,655
Cost of revenue	69,849		17,482		512		(a)	87,843
Gross profit	28,712		5,612		(512)			33,812
Operating expense:
Selling, general, and administrative	22,550		8,329		(3,077)		(a)(b)	27,802
Research and development	13,675		4,330		(793)		(a)(b)	17,212
Severance	1,318		—		—			1,318
Gain on sale of assets	(1,919)		—		—			(1,919)
Total operating expense	35,624		12,659		(3,870)			44,413
Operating loss	(6,912)		(7,047)		3,358			(10,601)
Other expense:
Interest expense, net	(14)		—		954		(c)	940
Foreign exchange loss	(160)		—		—			(160)
Other expense	(349)		102		—			(247)
Total other expense	(523)		102		954			533
Loss before income tax expense	(7,435)		(6,945)		4,312			(10,068)
Income tax expense	(25)		(38)		(17)		(d)(e)	(80)
Net loss	(7,460)		(6,983)		4,295			(10,148)
Foreign exchange translation adjustment	91		—		—			91
Comprehensive loss	$	(7,369)	$	(6,983)	4,295			$	(10,057)
Per share data:
Net loss per basic share	$	(0.20)			$	—		$	(0.27)
Weighted-average number of basic shares outstanding	37,197				—			37,197
Net loss per diluted share	$	(0.20)			$	—		$	(0.27)
Weighted-average number of diluted shares outstanding	37,197				—			37,197

(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.

(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.

(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.