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Acquisition

9 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

3.	Acquisition

Remeasurement of Earnout Consideration from Uplogix Acquisition

Our September 12, 2022 merger agreement with Uplogix, Inc. (“Uplogix”) provided for the holders of Uplogix note agreements, and certain former Uplogix employees, with the right to receive up to an additional $4,000,000 in the aggregate (the “Earnout Amount”), payable after the closing of the acquisition based on revenue targets for the business of Uplogix as specified in the merger agreement. The Earnout Amount was based on Uplogix achieving revenue of $7,000,000 to $14,000,000 for the period beginning at the September 12, 2022 closing date and ending on September 30, 2023. The earnout liability was paid out in full in December 2023.

The table below presents the change in the earnout consideration liability through March 31, 2024 (in thousands):


Balance at June 30, 2023	$	1,271
Final remeasurement estimate		(9	)
Payments		(1,262	)
Balance at March 31, 2024	$	–

Reclassification of Cash Flows from Operating to Financing Activities

In connection with the preparation of our unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2024, we identified an error in the unaudited condensed consolidated statement of cash flows for our second fiscal quarter ended December 31, 2023 whereby we had incorrectly classified the $1,262,000 earnout payment as part of operating activities. We believe that the impact of the error was not material to the financial statements for the three and six months ended December 31, 2023, based on an evaluation of both quantitative and qualitative factors. As a result, we determined that correcting the prior period financial statements would not require the Form 10-Q for the three and six months ended December 31, 2023 to be amended. We have reclassified the payment in the accompanying unaudited condensed consolidated statement of cash flows for the nine months ended March 31, 2024 to financing activities. This reclassification has no impact on the Company’s results of operations or financial position.

The following table summarizes the impact of reclassifying the earnout payment from operating activities to financing activities:


	Six Months Ended
	December 31, 2023
	As Reported		As Adjusted
	(In thousands)
Net cash provided by operating activities	$	11,490	$	12,752
Net cash used in investing activities		1,189		1,189
Net cash used in financing activities		1,607		2,869