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Acquisitions | 12 Months Ended
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Jun. 28, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisitions | Note 5. Acquisitions Inertial Labs, Inc. On January 28, 2025, the Company acquired all of the equity of Inertial Labs, Inc. (Inertial Labs), a privately held company which specializes in resilient positioning, navigation and timing (PNT) solutions for aerospace, defense and industrial applications. The acquisition enables the Company to further broaden its solutions offering into the rapidly developing PNT landscape. The total purchase consideration included approximately $134.4 million paid in cash at closing and additional contingent consideration of up to $175.0 million, payable upon the achievement of certain revenue targets over the course of a four-year period beginning in January 2025. As of the acquisition date, the fair value of the contingent consideration was $116.2 million. The net cash paid for the acquisition, with purchase price adjustment, was $121.6 million, which reflects the cash paid less cash acquired of $16.5 million. From the contingent consideration of $175.0 million, $3.4 million shall be set aside for the payment of retention bonuses over the four-year earn-out period to key personnel and service providers, contingent on continued service to the Company. Any forfeited amount will be removed from the retention bonus pool and re-distributed to the shareholders of Inertial Labs upon the achievement of the earn-out targets. The portion of the estimated fair value of the earn-out liability allocated to the retention bonuses will be accounted for as post combination expense over the requisite service period. The cash consideration paid at closing included an escrow payment of $1.0 million subject to final net working capital adjustments. The Company paid $3.7 million in our fourth fiscal quarter of 2025 comprised of the net working capital holdback of $3.0 million and $0.7 million of the purchase price adjustment of $1.4 million. The remainder of the purchase price adjustment of $0.7 million and refund of prepaid tax of $0.6 million is expected to be paid in fiscal 2026. In addition, the Company held back $15.0 million for indemnity claims. The acquisition met the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date. Acquisition related costs incurred were approximately $11.7 million and have been recorded within SG&A expense in the Consolidated Statements of Operations. These costs included $9.5 million in transaction bonuses that were paid at closing to key personnel and service providers of Inertial Labs. The total purchase consideration was allocated to tangible and intangible assets acquired and liabilities assumed based on the preliminary fair value on the acquisition date. The following table presents the preliminary allocation of the purchase price (in millions):
|  |  | Amount |  |
Cash and cash equivalents |  |  | $ | 16.5 |  |  |
Accounts receivable, net |  |  | 8.1 |  |  |
Inventory, net |  |  | 26.0 |  |  |
Prepayments and other current assets |  |  | 1.1 |  |  |
Property, plant and equipment, net |  |  | 1.9 |  |  |
Goodwill(1) |  |  | 130.3 |  |  |
Identified intangible assets acquired |  |  | 117.6 |  |  |
Other non-current assets |  |  | 1.9 |  |  |
Accounts payable |  |  | (1.4) |  |  |
Accrued payroll and related expenses |  |  | (0.5) |  |  |
Deferred revenue |  |  | (0.3) |  |  |
Accrued expenses |  |  | (3.5) |  |  |
Other non-current liabilities |  |  | (27.1) |  |  |
Total purchase consideration |  |  | $ | 270.6 |  |  |
(1) Goodwill at acquisition date of $129.7 million increased by $0.6 million for purchase price and measurement period adjustments. Developed technology relates to products used for PNT solutions for aerospace, defense and industrial applications. The Company valued the developed technology using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the developed technology. Significant assumptions used in the discounted cash flow analysis include (i) projected revenues, (ii) discount rate, and (iii) technology obsolescence rate. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions, except useful lives):
| Estimated Useful Life |  | Amount |  |
Developed technology | 4 to 7 years |  | $ | 102.0 |  |  |
Customer relationship | 6 years |  | 9.6 |  |  |
Tradename | 3 years |  | 0.8 |  |  |
Backlog | 2 years |  | 5.2 |  |  |
Total identifiable intangible assets acquired |  |  | $ | 117.6 |  |  |
Goodwill represents the excess of the preliminary estimated purchase consideration over the preliminary estimates of the fair value of the net tangible and intangible assets acquired and has been allocated to the NSE segment. Goodwill is primarily attributable to expected synergies in the acquired technologies that may be leveraged by the Company in future PNT offerings. None of the goodwill recognized is deductible for U.S. income tax purposes. The Company has included the financial results of Inertial Labs in its Consolidated Financial Statements from the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Consolidated Statements of Operations. Jackson Labs Technologies, LLC On October 5, 2022, the Company acquired all of the equity of Jackson Labs Technologies, LLC (Jackson Labs), a privately held company which specializes in PNT solutions for critical infrastructure serving both military and civilian applications. The acquisition enables the Company to broaden its solutions offering into the rapidly developing PNT landscape. The total purchase consideration included approximately $49.9 million paid in cash at closing and additional contingent consideration of up to $117.0 million for which future cash payments are dependent on the achievement of certain operational and revenue targets over the course of a three-year period beginning in January 2023. The cash consideration paid at closing included escrow payments of $5.0 million for indemnity holdback and $2.0 million subject to final cash and net working capital adjustments. The acquisition has been accounted for in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date. In connection with this acquisition, the Company recorded approximately $48.3 million of goodwill and $30.6 million of developed technology and other intangibles. The acquired developed technology and other intangible assets are being amortized over their estimated useful lives ranging from one to six years. Acquisition related costs incurred were approximately $0.8 million and have been recorded within SG&A expense in the Consolidated Statements of Operations. Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and intangible assets acquired and has been allocated to the NSE segment. Goodwill is primarily attributable to expected synergies in the acquired technologies that may be leveraged by the Company in future PNT offerings. The goodwill was deductible for U.S. income tax purposes in the year of acquisition. The Company has included the financial results of Jackson Labs in its Consolidated Financial Statements from the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Consolidated Statements of Operations. Other Acquisitions: On March 2, 2025, the Company entered into a purchase agreement to acquire Spirent Communications plc’s (Spirent) high-speed ethernet and network security business lines and subsequently amended the agreement on May 28, 2025 to also purchase Spirent’s channel emulation testing business (collectively, the HSE, network security and CE businesses) from Keysight Technologies, Inc. for our NSE segment. The total purchase consideration of $425 million will be paid at closing, subject to customary closing adjustments and conditions. The Company expects to fund this transaction with proceeds from a Term Loan B. Refer to “Note 11. Debt” for further information on the Term Loan B. The consummation of the acquisition is subject to regulatory approvals and is currently estimated to close by the end of September 2025. On March 29, 2023, April 21, 2023 and June 8, 2023, the Company completed acquisitions accounted for as asset purchases consisting of cash paid at closing of $2.9 million and $0.2 million of indemnity holdback. In connection with these acquisitions, the Company recorded developed technology intangibles of $2.5 million which are being amortized over their estimated useful lives of five years. On July 18, 2022, the Company completed an acquisition accounted for as a business combination consisting of cash paid at closing of $17.5 million and $2.0 million of indemnity holdback. In connection with this acquisition, the Company recorded approximately $11.2 million of goodwill, $5.1 million of developed technology and $1.8 million of deferred tax liability. The acquired developed technology asset is being amortized over its estimated useful life of four years. Acquisition related Contingent Consideration The following table provides a reconciliation of changes in fair value of the Company’s earn-out liabilities for the years ended June 28, 2025 and June 29, 2024, as follows (in millions):
|  |  |  |  | Total
Balance July 1, 2023(1) |  |  |  |  | $ | 19.7 |
Change in Fair Value measurement |  |  |  |  | (9.5) |
Payments of Contingent Consideration |  |  |  |  | (0.7) |
Balance June 29, 2024(2) |  |  |  |  | $ | 9.5 |
Additions to Contingent Consideration |  |  |  |  | 116.2 |
Change in Fair Value measurement |  |  |  |  | (8.3) |
Balance June 28, 2025(3)(4) |  |  |  |  | $ | 117.4 |
(1) Includes $1.1 million in Other current liabilities and $18.6 million in Other non-current liabilities on the Consolidated Balance Sheets. (2) Included in Other non-current liabilities on the Consolidated Balance Sheets. (3) Includes $41.5 million in Other current liabilities and $75.9 million in Other non-current liabilities on the Consolidated Balance Sheets. (4) Balance is comprised of $117.1 million for Inertial Labs and $0.3 million for Jackson Labs.

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