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Fair Value of Financial Instruments
12 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments Fair Value of Financial Instruments
Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets and liabilities based on the fair value hierarchy, which groups fair value-measured assets and liabilities based upon the following levels of inputs:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

The assets and liabilities maintained by the Company that are required to be measured at fair value on a recurring basis include deferred compensation plan investments, forward foreign currency exchange contracts, foreign currency hedge agreements, interest rate swap agreements and contingent consideration owed to the sellers of Advantix Solutions Group, Inc (“Advantix”) and Secure Path Networks, LLC dba Resourcive (“Resourcive”). The carrying value of debt listed in Note 8 - Short-Term Borrowings and Long Term Debt is considered to approximate fair value, as the Company's debt instruments are indexed to a variable rate using the market approach (Level 2 criteria).
The following table summarizes the valuation of the Company's remaining assets and liabilities measured at fair value on a recurring basis as of June 30, 2025:
TotalQuoted
prices in
active
markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
(in thousands)
Assets:
Deferred compensation plan investments, current and non-current portion$31,887 $31,887 $ $ 
Forward foreign currency exchange contracts15  15  
Interest rate swap agreement680  680  
Total assets at fair value$32,582 $31,887 $695 $ 
Liabilities:
Deferred compensation plan investments, current and non-current portion$31,887 $31,887 $ $ 
Foreign currency hedge290  290 — 
Liability for contingent consideration, current and non-current19,100   19,100 
Total liabilities at fair value$51,277 $31,887 $290 $19,100 

The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2024:

TotalQuoted
prices  in
active
markets
(Level  1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
(in thousands)
Assets:
Deferred compensation plan investments, current and non-current portion$31,014 $31,014 $— $— 
Interest rate swap agreement2,698 — 2,698 — 
Foreign currency hedge345 — $345 — 
Total assets at fair value$34,057 $31,014 $3,043 $— 
Liabilities:
Deferred compensation plan investments, current and non-current portion$31,014 $31,014 $— $— 
Forward foreign currency exchange contracts12 — 12 — 
Total liabilities at fair value$31,026 $31,014 $12 $— 

The investments in the deferred compensation plan are held in a "rabbi trust" and include mutual funds and cash equivalents for payment of non-qualified benefits for certain retired, terminated or active employees. These investments are recorded to prepaid and other current assets or other non-current assets depending on their corresponding, anticipated distributions to recipients, which are reported in accrued expenses and other current liabilities or other long-term liabilities, respectively.

Derivative instruments, such as foreign currency forward contracts, are measured using the market approach on a recurring basis considering foreign currency spot rates and forward rates quoted by banks or foreign currency dealers and interest rates
quoted by banks (Level 2). Fair values of interest rate swaps are measured using standard valuation models with inputs that can be derived from observable market transactions, including LIBOR spot and forward rates (Level 2). Foreign currency contracts and interest rate swap agreements are classified in the Consolidated Balance Sheet as prepaid expenses and other current assets or accrued expenses and other current liabilities, depending on the respective instruments' favorable or unfavorable positions. See Note 9 - Derivatives and Hedging Activities.

The Company recorded a contingent consideration liability at the acquisition date of both Advantix and Resourcive. These liabilities represent the amounts payable to sellers, as outlined under the terms of the asset purchase agreements, based upon the achievement of a projected earnings before interest expense, taxes, depreciation and amortization, net of specific pro forma adjustments.

The following tables represent the Company's contingent consideration liabilities at fair value at June 30, 2025:
Fiscal Year Ended June 30, 2025
Specialty Technology SolutionsIntelisys & AdvisoryTotal
(in thousands)
Fair value at beginning of period$ $ $ 
Issuance of contingent consideration7,500 9,700 17,200 
Change in valuation(840)2,740 1,900 
Fair value at end of period$6,660 $12,440 $19,100 

The fair values of amounts owed are recorded in current portion of contingent consideration and long-term portion of contingent consideration in the Company’s Condensed Consolidated Balance Sheets. In accordance with ASC 805, the Company will revalue the contingent consideration liability at each reporting date through the last payment, with changes in the fair value of the contingent consideration reflected in the change in fair value of contingent consideration line item on the Company’s Condensed Consolidated Income Statements that is included in the calculation of operating income. The fair value of the contingent consideration liability associated with future earnout payments is based on several factors, including but not limited to:

estimated future results, net of pro forma adjustments set forth in the purchase agreements;
a risk premium reflective of the Company’s creditworthiness and market risk premium associated with the United States markets.
Advantix

Advantix is part of the Specialty Technology Solutions segment. The fair value of the contingent consideration is determined using a static discounted cash flow model. The fair value of the liability for the contingent consideration related to Advantix recognized at June 30, 2025 was $6.7 million, of which $1.3 million is classified as current. The change in fair value for the fiscal year ended June 30, 2025 is primarily due to a reduction in current year results and future forecasts. Earnout payments to the sellers of Advantix are payable based on results from fiscal year 2025 to fiscal year 2028.

Resourcive

Resourcive is part of the Intelisys & Advisory segment. The fair value of the contingent consideration for Resourcive is determined using a Monte Carlo simulation. The fair value of the liability for the contingent consideration related to Resourcive recognized at June 30, 2025 was $12.4 million, all of which is classified as non-current and is due to the sellers of Resourcive during fiscal year 2027. The change in fair value for fiscal year ended June 30, 2025 is primarily due to the recurring amortization of the unrecognized fair value discount.

Valuation techniques and significant observable inputs used in recurring Level 3 fair value measurements for the Company's contingent consideration liabilities related to Advantix and Resourcive at June 30, 2025 were as follows.
AcquisitionReporting PeriodValuation TechniqueSignificant Unobservable InputsAverage Rates
AdvantixJune 30, 2025Discounted cash flowAdjusted EBITDA risk premium15.3 %
Adjusted EBITDA growth rate31.8 %
ResourciveJune 30, 2025Monte CarloAdjusted EBITDA risk premium12.7 %
Simulated commission growth percentage24.2 %