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Business Combinations | 12 Months Ended
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Jun. 30, 2025
Business Combinations [Abstract] |
Business Combinations | NO TE 17 − BUSINESS COMBINATIONS Fiscal Year 2025 Acquisitions Effective September 1, 2024, the Company acquired Foundation Logistics & Services, LLC, a Humble, Texas based, privately held company that provides a full range of specialized transportation and logistics services for companies involved in the exploration, drilling, and production of oil and gas. Effective October 1, 2024, the Company acquired the assets and operations of Focus Logistics, Inc. (“Focus”), a privately held company with operations in Romulus, Michigan that has operated under the Company’s Service by Air brand since 2006. Focus combined with the Company’s existing operations in the Detroit area to solidify the Company’s offerings in the region. Effective December 1, 2024, the Company acquired the assets and operations of TCB Transportation Associates, LLC d/b/a TCB Transportation, a St Louis, Missouri based, privately held intermodal marketing company specializing in the movement of 40 and 53-foot containers across North America. Effective March 1, 2025, the Company acquired Transcon Shipping Co., Inc. (“Transcon”), a California-based, privately held company that combines decades of excellence in ocean freight forwarding services with a complementary portfolio of air freight and other transportation services from strategic gateway locations in Los Angeles, New York and Chicago. Transcon is expected to combine with the Company’s existing operations in New York and Chicago. Effective April 1, 2025, the Company acquired the assets and operations of USA Logistics Services, Inc. and USA Carrier Services, LLC (collectively, “USA Logistics”), both Philadelphia, Pennsylvania based, privately held companies that have operated as part of the Company’s Service By Air brand since 2014. USA Logistics is expected to combine with the Company’s existing operations in the Philadelphia area. Effective May 1, 2025, the Company acquired Universal Logistics, Inc. (“Universal”) a Houston, Texas based privately held company that has operated as part of the Company’s Airgroup brand since 2001. Universal is expected to combine with the Company’s existing operations in the Houston area. The fair value of the consideration transferred for the acquisitions consisted of the following:
(In thousands) |  |
Cash | $ | 28,180 |
Post closing payment |  | 4,948 |
Contingent consideration, at fair value |  | 17,150 |
| $ | 50,278 |
The purchase price allocations for the acquisitions are as follows:
(In thousands) |  |
Current assets | $ | 9,358 |
Property, technology, and equipment |  | 848 |
Intangible assets |  | 24,652 |
Other long-term assets |  | 1,497 |
Liabilities assumed |  | (9,042 | )
Deferred tax liabilities |  | (1,536 | )
Total identifiable net assets |  | 25,777 |
Goodwill |  | 24,500 |
| $ | 50,278 |
The Company’s results for the year ended June 30, 2025 include revenue of approximately $47,599 and net income of approximately $2,518 since their respective acquisition dates. The following table provides the unaudited consolidated pro forma results as if these acquisitions had been acquired as of July 1, 2023:
| Year ended June 30, |
(In thousands) | 2025 |  |  | 2024 |
Pro forma revenue | $ | 970,617 |  |  | $ | 897,231 |
Pro forma net income |  | 17,985 |  |  |  | 12,207 |
The pro forma results include the effects of amortization of purchased intangible assets and income tax expense. The pro forma results are based upon unaudited financial statements of the acquired entities and are presented for informational purposes only and are not necessarily indicative of the results of future operations or the results that would have occurred had the acquisitions taken place as of July 1, 2023. The Company structured each of these transactions similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations. Goodwill and intangible assets totaling approximately $31,368 are expected to be deductible for income tax purposes over a period of 15 years. Goodwill is recorded in the United States operating segment. Intangible assets acquired consist of customer-related intangible assets and have an estimated useful life of 10 years. The preliminary fair value estimates for the assets acquired and liabilities assumed are based upon preliminary calculations and valuations. The estimates and assumptions are subject to change as additional information is obtained for the estimates during the measurement period (up to one year from the acquisition date). The primary estimates not yet finalized relate to identifiable intangible assets, working capital and contingent consideration. Fiscal Year 2024 Acquisitions On October 1, 2023, the Company acquired the assets and operations of Daleray Corporation (“Daleray”), a Fort Lauderdale, Florida based, privately held company that has operated under the Company’s Distribution by Air brand since 2014. Effective February 1, 2024, the Company acquired the stock of Select Logistics, Inc. and Select Cartage Inc. (collectively “Select”), both Miami, Florida based, privately held companies that have operated as part of the Company’s Adcom Worldwide brand since 2007. Select has transitioned to the Radiant brand and combined with the operations of Daleray to solidify the Company’s cruise logistics service offerings in south Florida. Effective April 1, 2024, the Company acquired the assets and operations of Viking Worldwide, Inc., a Minnesota based, privately held company with operations in both Minneapolis, Minnesota and Houston, Texas that has operated under the Company’s Service by Air brand since 2012. On June 3, 2024, the Company acquired the assets and operations Cascade Transportation, Inc., a Seattle-based, privately held company that provides a full range of customized time critical domestic and international transportation and logistics services. On June 3, 2024, the Company acquired the assets and operations of D.V.A & Associates, Inc., a Portland, Oregon based, privately held company that provides a full range of domestic and international transportation and logistics services. The Company structured each of these transactions similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations. The total consideration for the business combinations was not significant. Goodwill is recorded in the United States operating segment and is expected to be deductible for income tax purposes over a period of 15 years. Intangible assets acquired consist of customer-related intangible assets and have an estimated useful life of 10 years.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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