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BUSINESS COMBINATIONS
 12 Months Ended
Jun. 30, 2025
BUSINESS COMBINATIONS  
BUSINESS COMBINATIONS

2.BUSINESS COMBINATIONS

Fiscal Year 2025 Business Acquisitions

In September 2024, we (through our Security division) acquired 100% of the shares of common stock of a privately held provider of critical military, space and surveillance solutions to expand our customer base and offer additional products and services for existing customers, for approximately $76.0 million, plus up to $24.0 million in potential contingent consideration. We paid $75.5 million in cash at the closing of the transaction and recorded a holdback liability of $0.5 million which is expected to be released in November 2030. The cash paid for this acquisition was financed with borrowings from our credit facility. The acquisition date fair value of the contingent consideration was $9.7 million, therefore, when combined with the amount of cash paid at close and the holdback amount, total purchase consideration was $85.7 million which has been allocated to the preliminary fair value of assets acquired and liabilities assumed. The preliminary acquisition date fair value of total assets acquired, including measurement period adjustments, was $115.7 million which comprised accounts receivable of $26.6 million, inventory and other current assets of $2.7 million, property and equipment of $7.0 million, goodwill of $32.1 million, other intangible assets of $47.2 million and other noncurrent assets of $0.1 million. Goodwill includes the value of the assembled workforce, new customers and other future economic benefits which do not qualify for separate recognition. The goodwill recognized for this business acquisition is not deductible for income tax purposes. Other intangible assets include amortizable intangible assets of $39.1 million with amortization periods of 7 to 10 years and an indefinite-lived intangible asset of $8.1 million. The preliminary acquisition date fair value of total liabilities assumed, including measurement period adjustments, was $30.0 million, which includes a deferred tax liability of $9.1 million that was recognized primarily due to the acquisition of other intangible assets. During fiscal 2025, we recorded measurement period adjustments which increased goodwill by $3.7 million due to a decrease in net working capital of $6.3 million and an increase in deferred income taxes of $0.7 million, which were partially offset by an increase in intangible assets of $3.3 million. The measurement period adjustments did not have a significant impact on the consolidated statement of operations. If additional information pertaining to working capital items becomes available, we may further revise the preliminary purchase price allocation as soon as practical, but no later than one year from the acquisition date. Revenue and net income from this acquired business was $80.8 million and approximately $8.9 million, respectively,from the acquisition date through June 30, 2025.

In April 2025, we (through our Security Division) acquired a privately held provider of engineering and structural component services for approximately $1.2 million, plus up to $1.1 million in potential contingent consideration. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is not deductible for income tax purposes.

Fiscal Year 2024 Business Acquisitions

In December 2023, we (through our Optoelectronics and Manufacturing division) acquired a privately held contract manufacturer for approximately $6.3 million. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is deductible for income tax purposes.

In October 2023, we (through our Security division) acquired a privately held provider of radiation detection technology for approximately $2.8 million, plus up to $3.6 million in potential contingent consideration. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is not deductible for income tax purposes.

Fiscal Year 2023 Business Acquisitions

In April 2023, we (through our Optoelectronics and Manufacturing division) acquired a privately held provider of engineering and contract manufacturing solutions for approximately $2.5 million, plus up to $2.5 million in potential contingent consideration. The acquisition was financed with cash on hand.

In February 2023, we (through our Healthcare division) acquired a privately held provider of software and solutions for approximately $2.1 million plus up to $5.0 million in potential contingent consideration. The acquisition was financed with cash on hand.

Through our Security division, we acquired (i) in December 2022 certain assets of a provider of baggage and parcel inspection systems for approximately $1.6 million and (ii) in August 2022 a privately held provider of training software and solutions for approximately $1.9 million plus an immaterial amount of potential contingent consideration. These acquisitions were financed with cash on hand.