Business Combination |
9 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Business Combination [Abstract] | |
| Business Combination | NOTE 17 – BUSINESS COMBINATION Fiscal Year 2026 Acquisitions Effective September 1, 2025, the Company acquired an 80% stock ownership interest in Weport, a Mexico City-based, privately held company. Weport provides national coverage for goods moving to and from Mexico with international ocean and airfreight forwarding services, multi-modal domestic services, along with customs brokerage, warehousing, and other value-added services. The Company structured the transaction 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, along with the right to purchase the remaining 20% in the future at the option of the Company or remaining shareholders. Weport is included in the United States segment. 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 net assets acquired, identifiable intangible assets, working capital, noncontrolling interest, and contingent consideration. During the second fiscal quarter ended December 31, 2025, the Company continued to finalize the purchase accounting of Weport and determined a measurement period adjustment was needed due to the embedded nature of the put option and reclassified the 20% noncontrolling interest from permanent equity to temporary or mezzanine equity. The Company and the existing shareholders agreed to certain put and call options with regards to the remaining 20% interest. Commencing on September 1, 2027, the existing shareholders may exercise a put option to sell their shares to the Company. The Company is irrevocably obligated to purchase the shares. In addition, the Company has a call option to purchase, at its option, the remaining shares. The put and call options continue as long as the shares are held by the existing shareholders. The Company determined that the put option is embedded within the noncontrolling interest requiring that the amount be classified as redeemable noncontrolling interest outside of equity in the condensed consolidated balance sheets. 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, Michigan 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 combined with the Company’s existing operations in Los Angeles, New York, and Chicago. 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 operation. 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, except for the goodwill recorded for Transcon. Intangible assets acquired consist primarily of customer related intangible assets and have an estimated useful life of 10 years. |