v3.26.3
Acquisition
 12 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition

Note 3 – Acquisition

 

On December 18, 2024, Antioch completed its acquisition of CCMCC for a base purchase price of $8,000,000. The primary reasons for the acquisition were to expand the Company’s program offerings and campus locations. Under the asset purchase agreement (“APA”), Antioch acquired certain assets and assumed certain liabilities of CCMCC. Under the terms of the APA as consideration for the sale, Antioch paid Sellers $6,600,000 subject to a working capital adjustment, entered into a $400,000 promissory note, described in Note 10, and issued 118,906 shares of the Company’s common stock with a combined value equivalent to $1,000,000 held in an escrow account for a period of one year. The working capital adjustment was required to equal zero on the transaction date and includes certain acquired assets and assumed liabilities. As of the date of this report, the net working capital adjustment has been determined to be $466,920 for a total purchase price of $7,533,080.

 

 

The acquisition was accounted for in accordance with the acquisition method of accounting. Under this method, the cost of the target is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the amount paid over the estimated fair values of the identifiable net assets was $7,733,785 which has been allocated between goodwill and other intangible assets and is included on the accompanying consolidated balance sheet.

 

The following is a summary of the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition:

  

      
Current and other assets  $2,162,748 
Property and equipment   483,036 
Total assets acquired   2,645,784 
Liabilities assumed (excluding debt - see Note 10)   (2,846,489)
Net assets acquired  $(200,705)
      
Purchase price  $7,533,080 
      
Trade name  $940,000 
Accreditation   1,730,000 
Course Curriculum   146,000 
Goodwill   4,917,785 
Total excess purchase price  $7,733,785 

 

In connection with the CCMCC acquisition, the Company acquired the following accounts receivable balances:

   

  

December 18,

2024

 
Gross accounts receivable  $2,178,131 
Allowance for credit losses   (44,280)
Net accounts receivable acquired  $2,133,851 

 

The acquired allowance for credit losses of approximately $44 thousand is included as the acquisition-date opening balance in the allowance for credit losses roll forward presented in Note 2.

 

The Company completed the allocation of the purchase price within the measurement period, which ended December 18, 2025.

 

Following are the supplemental consolidated financial results of the Company and CCMCC on an unaudited pro forma basis, as if the acquisitions had been consummated as of the beginning of the fiscal year 2024 (i.e., July 1, 2023).

   

   2025   2024 
  

For the Years Ended

June 30,

 
   2025   2024 
         
Revenue  $68,180,441   $53,121,798 
Net income  $8,838,779   $5,294,148 

 

The pro forma financial information presented above has been prepared by combining the Company’s historical results and the historical results of CCMCC and adjusting those results to reflect the effects of the acquisition as if it occurred on July 1, 2023. These results do not purport to be indicative of the results of operations had the acquisition occurred on the date indicated above, or that may result in the future, and do not reflect potential synergies or additional costs following the acquisition.