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Note 2 - Acquisitions | 3 Months Ended
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Sep. 30, 2022
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | 2) Acquisitions At the time of the acquisition and September 30, 2022, the Company evaluated the significance of each acquisition on a standalone basis and in aggregate, considering both qualitative and quantitative factors. Sensor Solutions During the third quarter of fiscal year 2022, the Company acquired Sensor Solutions, a designer and manufacturer of customized standard magnetic sensor products including hall effect switch and latching sensors, linear and rotary sensors, and specialty sensors. Sensor Solutions' customer base in automotive, industrial, medical, aerospace, military and consumer electronics end markets are a strategic fit and expand the Company's presence in these markets. Sensor Solutions operates one light manufacturing facility in Colorado. Sensor Solutions' results are reported within the Company's Electronics segment. The Company paid $9.9 million in cash for all the issued and outstanding equity interests of Sensor Solutions. The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date. Goodwill recorded from this transaction is attributable to Sensor Solutions' technical and applications expertise in sectors such as electric vehicles, industrial automation and medical end markets, which is highly complementary to the Company's existing business. Identifiable intangible assets of $2.8 million consist primarily of $0.8 million for indefinite lived tradenames, and $2.0 million of customer relationships to be amortized over 10 years. The goodwill of $6.0 million created by the transaction is deductible for income tax purposes. The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The components of the fair value of the Sensor Solutions acquisition, including the preliminary allocation of the purchase price are as follows (in thousands):
|  | Preliminary Allocation |  |  |  |  |  |  | Preliminary Allocation |
|  | March 31, 2022 |  |  | Adjustments |  |  | September 30, 2022 |
Fair value of business combination: |  |  |  |  |  |  |  |  |  |  |  |
Cash payments |  | $ | 10,016 |  |  |  | - |  |  | $ | 10,016 |
Less cash acquired |  |  | (114 | ) |  |  | - |  |  |  | (114 | )
Total |  | $ | 9,902 |  |  | $ | - |  |  | $ | 9,902 |
|  | Preliminary Allocation |  |  |  |  |  |  | Preliminary Allocation |
|  | March 31, 2022 |  |  | Adjustments |  |  | September 30, 2022 |
Identifiable assets acquired and liabilities assumed: |  |  |  |  |  |  |  |  |  |  |  |
Other acquired assets |  | $ | 490 |  |  | $ | (2 | ) |  | $ | 488 |
Inventories |  |  | 531 |  |  |  | (2 | ) |  |  | 529 |
Property, plant, & equipment |  |  | 232 |  |  |  | 188 |  |  |  | 420 |
Identifiable intangible assets |  |  | 2,800 |  |  |  | (20 | ) |  |  | 2,780 |
Goodwill |  |  | 6,001 |  |  |  | (161 | ) |  |  | 5,840 |
Liabilities assumed |  |  | (152 | ) |  |  | (3 | ) |  |  | (155 | )
Total |  | $ | 9,902 |  |  | $ | - |  |  | $ | 9,902 |
Other Acquisitions During the fourth quarter of fiscal year 2022, the Company paid $3.1 million in cash for acquired assets and liabilities of a manufacturer of magnetic components. The results are reported within the Company's Electronics segment. The transaction resulted in $2.5 million of goodwill that is deductible for income tax purposes. Acquisition Related Costs Acquisition related costs include costs related to acquired businesses and other pending acquisitions. These costs consist of (i) deferred compensation arrangements and (ii) acquisition related professional service fees and expenses, including financial advisory, legal, accounting, and other outside services incurred in connection with acquisition activities, and regulatory matters related to acquired entities. These costs do not include purchase accounting expenses, which we define as acquired backlog and the step-up of inventory to fair value, or the amortization of the acquired intangible assets. Acquisition related costs for the three months ended September 30, 2022, and 2021 were $0.3 million and $0.2 million, respectively.

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