On August 18, 2025, we acquired Jolt for an estimated $148.5 million in cash. In the first quarter of fiscal 2026, we made net working capital adjustments due to an underage in the net working capital assumed in the transaction. This resulted in a decrease in consideration of $1.1 million and a reduction to goodwill of $0.9 million. In the second quarter of fiscal 2026, we made additional purchase accounting adjustments, primarily related to a $5.0 million reserve for potential product replacement (See Note 10) and a corresponding $1.3 million deferred tax asset, resulting in an increase of $3.7 million in the fair value of net tangible liabilities acquired and an increase of $3.7 million in goodwill. In the third quarter of fiscal 2026, we made additional purchase accounting adjustments for the revaluation of deferred taxes. As a result, we increased the long-term deferred tax liability balance by $0.6 million and increased goodwill by $0.6 million. These adjustments resulted in a final consideration of $147.5 million and goodwill of $53.6 million as of June 30, 2026. During the third quarter, the Company completed its valuation of the assets acquired and liabilities assumed in connection with Jolt and finalized the purchase price allocation. The purchase price allocation disclosed herein is final and no further measurement period adjustments are expected.

Costs directly related to the acquisition of $1.8 million incurred in fiscal 2026 were charged to operations and are included in general and administrative expense in our condensed consolidated statements of operations. These acquisition costs include legal, accounting, valuation and investment banking fees.


Cash Paid	$	50,389

Fair value of net tangible liabilities acquired*	$	(56)

Identifiable intangible assets:
Customer relationships	16,000
Purchased and core technology	11,000
Trademarks	10,000
Noncompete Agreements	1,800
Deferred tax liability on identifiable intangible assets	(4,235)
Goodwill	15,880
Total	$	50,389

The condensed consolidated balance sheet as of June 30, 2026 reflected a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Purchase price allocations may be subject to future adjustments for the net assets, including intangible assets, acquired working capital balances and income tax assets and liabilities within the one-year measurement period.

The fair value of customer relationships was calculated using the multi-period excess earnings method, while purchased and core technology and trademarks were valued using the relief from royalty method. These methodologies utilize forecasts of future revenues and earnings before income taxes, depreciation and amortization, attrition rates, tax rates, discount rates, royalty rates and obsolescence rates.

The weighted average useful life for all the identifiable intangibles listed above is estimated to be 12 years. For purposes of determining fair value, the existing customer relationships identified above are assumed to have a useful life of 15 years, purchased and core technology is assumed to have a useful life of 9 years, trademarks are assumed to have a useful life of 12 years and noncompete agreements are assumed to have a useful life of 3 years. Useful lives for identifiable intangible assets are estimated at the time of acquisition based on the periods of time from which we expect to derive benefits from the identifiable intangible assets. The identifiable intangible assets are amortized using the straight-line method, which reflects the pattern in which the assets are expected to be consumed.