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Acquisition

6 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

3.	Acquisition

On December 23, 2024 (the “Closing Date”), we finalized the acquisition of Netcomm Wireless Pty Ltd (“Netcomm”), a subsidiary of DZS Inc., for all of its enterprise IoT business assets for $6,458,000 in cash. The acquisition complements our focus on Enterprise and Smart City vertical markets and adds products to enhance our connectivity solutions in areas such as critical infrastructure, asset monitoring and telecommunications.

A summary of the purchase consideration for the acquisition is as follows (in thousands):

Schedule of purchase consideration
Cash paid, including initial working capital adjustments	$	6,458
Total purchase consideration	$	6,458

We recorded the tangible and intangible assets and liabilities acquired based on their estimated fair values as of the Closing Date and allocated the remaining purchase consideration to goodwill. Our valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. Updates to the valuation of certain assets acquired and liabilities assumed may result in changes to the recorded amounts of assets and liabilities, with corresponding adjustments to goodwill in subsequent periods. We expect to complete the purchase price allocation within 12 months of the Closing Date.

The preliminary purchase price allocation is as follows (in thousands):

Schedule of purchase price allocation
Accounts receivable, net	$	904
Inventories, net		972
Amortizable intangible assets		2,158
Goodwill		2,667
Accounts payable and other accrued liabilities		(243	)
Total consideration	$	6,458

The factors that contributed to a purchase price resulting in the recognition of goodwill include our belief that this acquisition will create a more diverse IoT company with respect to product offerings and our belief that we are committed to improving cost structures in accordance with our operational and restructuring plans which should result in a realization of cost savings and an improvement of overall efficiencies.

Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. We have preliminarily determined that goodwill and identifiable intangible assets related to this acquisition are deductible.

Acquisition-related costs were expensed in the periods in which the costs were incurred.

The valuation of identifiable intangible assets and their estimated useful lives are as follows:


	Asset Fair Value		Weighted Average Useful Life
	(In thousands)		(In years)
Customer relationships	$	1,358		7.0
Developed technology		439		5.0
Trademarks and trade names		88		2.0
Customer backlog		273		1.0

The intangible assets are amortized on a straight-line basis over the estimated weighted-average useful lives.

Valuation Methodology

The customer relationships were valued using the multi-period excess earnings method, which estimates revenues and cash flows derived from this asset and also considers portions of the cash flows that can be attributed to the use of other supporting assets so that these cash flows can be excluded. The useful lives of customer relationships are estimated based primarily upon the probability of loss associated with two major customers and customer turnover data for the other customers. Order backlog was estimated to be substantially fulfilled within a year of the Closing Date.

Developed technology and trades names were valued using the relief-from-royalty method. This method is an income approach that estimates the portion of a company’s earnings attributable to an asset based on the royalty rate the company would have paid for the use of the asset if it did not own it. Royalty payments are estimated by applying a royalty rate to the prospective revenue attributable to the intangible asset. The resulting annual royalty payments are tax-affected and then discounted to present value.

Assumptions used in forecasting cash flows for each of the identified intangible assets included consideration of the following:

	·	Historical performance including sales and profitability

	·	Business prospects and industry expectations

	·	Estimated economic life of the asset

	·	Development of new technologies

	·	Acquisition of new customers

	·	Attrition of existing customers

	·	Obsolescence of technology over time

Supplemental Pro Forma Information

The following supplemental pro forma data summarizes our results of operations for the periods presented, as if we completed the acquisition as of the first day of our fiscal year ended June 30, 2024. The supplemental pro forma data reports actual operating results adjusted to include the pro forma effect and timing of the impact of amortization expense of identified intangible assets, the purchase accounting effect on inventories acquired, and transaction costs. In accordance with the pro forma acquisition date, we recorded in the six months ended December 31, 2023 supplemental pro forma data acquisition-related costs of $208,000, with a corresponding reduction in the six months ended December 31, 2024 supplemental pro forma data. Additionally, we recorded (i) additional amortization expense of $299,000 and (ii) cost of goods sold from manufacturing profit in acquired inventory of $135,000 in the six months ended December 31, 2023 supplemental pro forma data, and additional amortization expense of $163,000 in the six months ended December 31, 2024 supplemental pro forma data to represent amortization for the full fiscal year-to-date period.

Net revenue related to products from the acquisition of Netcomm did not contribute to our total net revenue for the six months ended December 31, 2024. As of the Closing Date, we began to immediately integrate the acquisition into existing operations, engineering groups, sales distribution networks and management structure, making it generally impracticable to determine the post-acquisition earnings on a standalone basis.

Supplemental pro forma data is as follows:

Schedule of supplemental pro forma data
	Six Months Ended December 31,
	2024			2023
	(In thousands, except per share amounts)
Pro forma net revenue	$	67,445		$	75,241
Pro forma net loss	$	(4,597	)	$	(3,869	)

Pro forma net loss per share:
Basic and Diluted	$	(0.12	)	$	(0.10	)