Ladies and gentlemen, thank you for standing by. Welcome to the EMCORE Corporation conference call to discuss the acquisition of L3Harris' Space and Navigation business. At this time, all participants are in a listen-only mode. Later, we will conduct a Q&A session. Instructions will be given at that time. As a reminder, today's call is being recorded. At this time, I would like to turn the conference over to Mr. Tom Minichiello, EMCORE's Chief Financial Officer. Please go ahead, sir. Thank you, and good morning, everyone. Before we begin, we would like to remind you that the information provided herein may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. These forward-looking statements are largely based on our current expectations and projections about future events and trends affecting our business. Such forward-looking statements include, in particular, projections about future results, the anticipated benefits, including anticipated revenue of EMCORE's acquisition of the Space and Navigation business from L3Harris Technologies, market trends, and the anticipated relationship with L3Harris following the transaction. Management cautions that these forward-looking statements relate to future events or our future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements of the business or our industry to be materially different from those expressed or implied by any forward-looking statements. We caution you not to rely on these statements and to also consider the risks and uncertainties associated with these statements and the business, which are included in the company's filings available on the SEC's website, located at sec.gov, including the sections entitled Risk Factors in the company's annual report on Form 10-K and quarterly reports on Form 10-Q. The company assumes no obligation to update any forward-looking statements to conform such statements to actual results or to changes in our expectations, except as required by applicable law or regulation. With me today is Jeff Rittichier, EMCORE's President and Chief Executive Officer. Jeff will begin with a few prepared remarks regarding the acquisition before we open up the call for your questions. I'll now turn the call over to Jeff. Thank you, Tom, and good morning, everyone. Today, we're pleased to announce that we have acquired L3Harris' Space and Navigation business, a leading developer and manufacturer of high-performance inertial navigation systems, for $5 million in cash. Through the transaction, EMCORE has acquired all of the outstanding assets and liabilities of Space and Navigation, including their production facility in Budd Lake, New Jersey, which we will utilize to support the Space and Navigation product line and its customers. Depending on the timing of the close, shipment volume during the interim, and lumpiness, we expect Space and Navigation to add $20 million-$25 million in revenue during the first year and become non-GAAP EPS accretive. L3Harris Space and Navigation is a leader in navigation programs of national importance. The team in Budd Lake designs and builds some of the most accurate navigation products in the world. This acquisition expands our fiber optic gyroscope product portfolio into the strategic-grade and space-qualified markets. We will also gain a technical team with a sterling track record of development and production of high-performance FOGs, ring laser gyros, and reaction wheels for satellite applications. We see the technical team at Space and Navigation as being entirely complementary to our existing teams of engineers and scientists and expect to reap the benefits of the best design practices across our facilities. Strategically, we couldn't ask for a better fit. The transaction will combine Space and Navigation's strong brand, inertial technology, and development program wins with EMCORE's vertically integrated manufacturing capability. This acquisition further solidifies EMCORE's position as one of the largest independent inertial navigation providers in the industry. We're a subcontractor that does not compete with our customers. The combination will expand EMCORE's growth opportunities into the launch vehicle and satellite markets, both of which are experiencing significant growth. The commercial side of the transaction is even more compelling because it includes a master supply agreement for two critically important multiyear launch vehicle programs. One is called BoRG, Booster Rate Gyro, and two is called TAIMU, which is the Tri-Axial Inertial Measurement Unit used by United Launch Alliance. The BoRG program is already moving into production, and the TAIMU development program provides important partnership opportunities with L3Harris, which we expect to expand our business together. Furthermore, EMCORE will be added as a preferred supplier to all of the L3Harris divisions to develop more business between us. The technical team at Space and Navigation comes equipped with a complete set of capabilities to design and test for space applications and includes extensive shock, vibration, thermal, and vacuum chambers. The facility has a large number of rate tables, which are used for final checkout and can serve multiple product applications. EMCORE has been a long-term supplier of space-qualified components to Space and Navigation, and our vertically integrated manufacturing capability is expected to create additional operating synergies. Finally, with regard to sales and marketing, there is very limited overlap from a personnel perspective. Since EMCORE did not compete in the strategic segment, we also have no program overlap. We expect to further build and optimize the sales and marketing teams to serve all of these applications. Finally, during the closing period, we have to clear certain regulatory and commercial obligations we expect to take up to 90 days. During this period, we will begin to work with L3Harris on closing out the details on certain commercial agreements as well. Our expectation is that we will hit the ground running at closing. Before concluding my formal comments, I would point out that EMCORE identified the Space and Navigation team as a high- priority target over two years ago. We were persistent, worked hard, and ultimately succeeded with this transaction. We believe it will strengthen EMCORE's aerospace and defense business and our company's, and our company as a whole. This concludes my formal comments, and now I would like to ask the operator to open up the line for questions regarding today's announced acquisition. Operator? Thank you. If you would like to ask a question, please signal by pressing star one on your telephone keypad. If you're using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, it is star one to ask a question at this time. We'll pause for just a moment to allow everyone an opportunity to signal. We'll take our first question from Richard Shannon with Craig-Hallum. Your line is open. Please go ahead. Well, hi, Jeff and Tom. Thanks for taking my question, and congratulations on the deal announcement here. I guess a couple questions here to start off with, Jeff. If I heard you correctly, I jumped on a little bit late, so I may have missed some detail, but I think you were talking about revenues expected after close of $20 million-$25 million compared to a business purchase price of $5 million. Seems like a great valuation at the high level here. Can you kinda discuss the kind of ramifications and the things that went into this purchase price here to help us get a sense of value and importance? Sure. Thanks for being available on such short notice, Richard. I know we didn't give you a lot of time. I think it's also important to note that, you know, we've got some work to do with the Space and Navigation Division in terms of getting some what I'll call light restructuring in place, largely related to facilities. I think it's important to note that, you know, we could be looking at, you know, somewhere between $3 million-$5 million in restructuring costs, largely related to equipment and real estate, over a few years. This, of course, is going to depend on a number of things that we, you know, can't quite predict. If we get lucky, it'll be at the low end or maybe even a little less. If you know, negotiations don't go so well, it'll probably be closer to five. That's the only thing in terms of the financial piece that is really relevant here. We will pick up the obligation for L3Harris' union employees and the pension obligation. We believe at this point that it is really well-funded, and we've been through this extensively. You know, unless something changes absolutely dramatically, we're not expecting much, if any, impact from that. Tom, you want to chime in? 'Cause I'm sure I forgot something. No. Well, I think you got the main points across, Jeff. Richard, I think just to reiterate and amplify what Jeff is saying, there are some additional costs that we'll be having to spend over the next year or maybe a little longer. The lease that we inherited is, as you can probably see in the press release, it's 110 sq ft. It's certainly of a size that is more than what's needed for the business. There are about 45 people who work there. And it's a pricey lease. It does expire in a little over a year, in May 2023. You know, between now and then, we'll have to figure out how we best utilize the space. There is a closeout obligation on that lease too, that we'll have to record once we do the purchase accounting. That'll all happen in the June quarter, which is the quarter in which we expect to close on the deal. Yeah. The amount of any closeout obligation, Richard, also will depend on negotiations with the landlord, which we've, you know, obviously been unable to get started, but, you know, soon we will. We'll update everyone as soon as we have particulars on that. Okay. Fair enough then. You talked about this expected to be EPS, non-GAAP EPS accretive, and I think you mentioned something in prepared remarks again. Unfortunately, I may have jumped in a little bit late into something here, but can you talk about the timeframe by which that'll be accretive? Is that expected to be immediately or over the first year, or just can you give the details on when that would happen? Yeah. There's a lot of moving pieces underneath the waterline. There's changes, pardon me, in the product line over at L3Harris and what they're shipping in volume and new business going to pick up. When I was talking about lumpiness, that's what I meant. You know, these are orders that they've already received. I think of parts of the orders that they've already received. You know, is some element of unpredictability in this, but what I will say is, we'll expect it to hit EPS, non-GAAP EPS accretive sometime in the year, first year. You know, it's just gonna depend on a few factors as far as how close it is. You know, it may bounce around a little bit for a while, but we'll expect that to get pretty steady. One of the features of the space strategic-grade market is that you tend to see really long contracts and lead times. You know, once we get past the transition, you know, we expect this to be far more like you know, the traditional defense business than you know, even the current product lines. That make sense, Richard? Okay. Fair enough. Yeah, it does. That's helpful. Let's maybe ask a question or two on L3Harris, not highly knowledgeable of their business here. Maybe you can help us understand where they fit in the grand scheme of FOG sensors and, you know, ones that are specifically in navigation grade here. And where ultimately, you know, in the context of your expectation of $20 million-$25 million in the first year after close, where can this go over time? What do you think in terms of their pipeline and the markets that they're serving? Well, great question. If you were to look at the L3Harris Space and Navigation product line, and you were to look at products like CIRUS-EX, these are used in some of the most important, you know, classified programs in the world. These FOG IMUs are without a doubt the most accurate in the world. I mean, these are, you know, at the leading edge of strategic grade. L3Harris has produced tons of navigation grade product, both FOG IMU as well as ring laser gyro. You know, where this could go is a substantial amount of growth. I think I wouldn't want to speak out of school. You know, L3Harris, through its mergers and acquisitions, looked at their business and just decided that this was not a strategically critical part of where they wanted to go. You know, it was a terrific property as we saw it, and literally over a two-year period it took to pry this loose and carve it out. So we're thrilled that we were able to pull that off. You know, I've said you know constantly, look, it's gotta fit the strategic umbrella. It's gotta be quickly accretive. It's gotta have additional operating synergies. Getting all three of those in a single deal is a hard thing to do, but you know, we think we've got that here. As far as growth prospects, you know, significant, well beyond, you know, where the revenue numbers are today. They really didn't- Okay ... have a lot of business development activity going on at all once they judged it to be, you know, non-core. Okay. Was that point at which they did judge it to be non-core, was that kind of roughly two years ago, when you started attempting to carve this out, or even before that, or how would you characterize it? We started even before or maybe pretty much concurrent, you know, after L3 and Harris merged. You know, I'm sure they conducted an extensive portfolio review and, you know, there are a lot of twists and turns along the way to doing a product out sometimes, and this was no exception. You know, in our view, sometimes it's as simple as, you know, when you say non-core or non-strategic, if you are producing inertial nav systems and you are the only primary customer, it would be easy to reach the judgment that, hey, you know, we want to be able to go out and compete, but we're competing with guys that we compete with, you know, at the program level. You know, the Northrop Grumman, the Lockheed Martin, et cetera, et cetera, and it doesn't make sense just for that reason. I'm not privy to all of the reasons why L3Harris ultimately made the call they did. I'm just thrilled with the outcome. Okay. Fair enough. I think that's all the questions for now. I will jump out online. Thanks, and congratulations, guys. Thanks again, Richard. Thanks, Richard. Once again, it is star one if you have a question. We'll go next to Paul Silverstein with Cowen. Your line is open. Please go ahead. Hey, guys. I apologize, I'm asking you to repeat stuff. I just joined. My apologies. Yeah, to your statement about the growth opportunity being, quote, "well beyond where the revenue numbers are today," can you give us any color? What was the revenue for the last 12 months or last year, the quarterly run rate? How many current customers? Who do they compete against at the high end? When you talk about significant impact, how significant and what timing? Is that immediately? Is that one to three years out? And finally, impact on margin structure, and I suspect I'll have other questions on top of that. L3Harris and EMCORE have a non-disclosure agreement, and part of the place where it begins and ends is that we're not allowed to talk about where we are on historical revenue. I apologize for not being able to answer that question. The interesting part about growth here is that you know, you've got programs which have previously been qualified with some of these very large government agencies that use strategic-grade product. When L3Harris decided that this was non-core, you know, much of the, let's call, business development effort was discontinued. Bookings, if you will, have lapsed a bit, but we see no reason why those can't be picked up, you know, relatively quickly. L3Harris Space and Nav has about, you know, call it 6-8 primary customers. They are the usual names. You know, in addition to classified customers, they include, you know, the Lockheed Martins. They include, you know, L3Harris sister divisions. Let's see who else is in there. The big one was Lockheed Martin. But they're, you know, pretty much the who's who of, you know, defense primes. You know, it'll take us a little while to get the machinery of business development rolling again. When I say a little while, I think we'll know a lot within the first six months. Some of these efforts, we can kick off as EMCORE standalone, you know, starting this morning, and we will. You know, the strategic-grade market, Paul, is large. It's $800 million, and we're just getting a little bit of it. The space-qualified piece is also undergoing rapid growth. You look at what's going on with guys. It's not just the SpaceX's of the world. You know, we have a premier end user here in United Launch Alliance. You look at the guys like Stoke Space, like Blue Origin, and others, and you know, we see lots and lots of opportunities to extend the product line well out past the original group of customers. Does that answer all your questions there? There's multiple parts. I'm not sure if I got all of them, Paul. Yeah. It answered about 80%-90% of them. The last couple of related. How many competitors are there at the high end? I assume they're fewer because it's more challenging. How many competitors? Because the high end, again, assuming it's more challenging given the specs. Yeah. Does that translate into higher margin products that will uplift your margin structure over time? Yes, it certainly translates into higher margin products. The two primary competitors are going to be Honeywell, here in the U.S., and abroad, it's really just iXblue out of France. Those are the only guys that are even close to the CIRUS-EX and the CIRUS-A product. Okay. All right. I appreciate all the responses. Thank you. You're welcome, Paul. Thanks for getting on at short notice. With no other questions holding, I'll now turn the conference back to Mr. Rittichier for any additional or closing comments. Again, thank you all for your time this morning and for making yourselves available on short notice. We were trying to make sure that all of the employee teams were notified at the same time, just after the press release hit the wire, and we appreciate that. Of course, Tom and I are available to follow up individually. Thank you very much. Have a great day, and we'll talk to you soon. Ladies and gentlemen, that will conclude today's call. We thank you for your participation. You may disconnect at this time and have a great day.