BUSINESS ACQUISITIONS |
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Sep. 26, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS Southeastern Biomedical Associates: Effective August 31, 2026, the Company acquired 100% of the membership units of Southeastern. Southeastern is a privately-held company that provides calibration, repair, preventive maintenance, electrical safety inspection, and documentation and regulatory compliance services to hospital networks and healthcare facilities throughout and beyond the southeastern United States. In addition, the ISO/IEC 17025 and ISO 9001 certified company sells biomedical equipment, patient-ready accessories and equipment parts, and assists customers with equipment acquisition and asset liquidation. The acquisition price of approximately $12.8 million was paid in cash and is subject to customary adjustments and holdback provisions. The purchase price was financed by a draw on the Credit Facility and cash on hand. The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisition. These amounts are considered preliminary as the Company is completing the analysis needed to settle working capital and the valuations required to allocate the purchase price. The primary assets acquired include goodwill of $7.0 million and Customer Base and Contracts of $5.0 million, which are expected to be deductible for income tax purposes. Customer Base and Contracts will be amortized over 13 years. Goodwill and intangible assets related to the Southeastern acquisition have been allocated to both of the Company's segments: 66% to Service and 34% to Distribution. SCM: Effective April 9, 2026, the Company acquired 100% of the equity associated with SCM, a privately-held calibration services provider, based in Costa Rica to advance the Company's strategy to grow alongside customers in high-growth, highly regulated markets. The acquisition price of approximately $12.8 million was paid in cash and is subject to customary adjustments and holdback provisions. The purchase price was primarily financed by a draw on the Credit Facility. The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisition. These amounts are considered preliminary as the Company is completing the analysis needed to settle working capital and the valuations required to allocate the purchase price. During the second quarter of fiscal 2027, the Company recorded a measurement period adjustment that decreased goodwill by $0.1 million, primarily due to an increase in the preliminary fair value assigned to acquired net assets based on information obtained during the measurement period. The primary assets acquired include goodwill of $8.9 million and Customer Base and Contracts of $4.0 million, which will not be deductible for income tax purposes. Customer Base and Contracts will be amortized over 14 years. Goodwill and intangible assets related to the SCM acquisition have been allocated to both of the Company's segments: 70% to Service and 30% to Distribution. Essco: Effective August 5, 2025, the Company acquired 100% of the membership units of Essco Calibration Laboratory, LLC (“Essco”), a privately-held calibration services corporation located in the Boston Metro area that is ISO 17025 certified. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the Company’s geographic reach and the depth and breadth of the Company’s service capabilities. The Essco goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. The goodwill and intangible assets related to the Essco acquisition have been allocated to the Service segment. Intangible assets related to the Essco acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful lives of up to 15 years and are deductible for tax purposes. Amortization of goodwill related to the Essco acquisition is deductible for income tax purposes. The Essco Customer Base & Contracts intangible asset was calculated using the MPEEM (Multi-Period Excess Earnings Method) under the Income approach and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $34.0 million and was assigned a useful life of 15 years. The Essco Trademarks and Tradenames intangible asset was calculated using the Relief-From-Royalty Method, which is a variant of the income approach and the market approach, and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $2.7 million and was assigned a useful life of seven years. The weighted average useful life of acquired intangible assets acquired is 14 years. The total purchase price for Essco is $85.4 million. As of September 26, 2026, $0.9 million remains unpaid and is reflected in accrued compensation and other current liabilities in the Condensed Consolidated Balance Sheets. The Company estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisition. The following is a summary of the final purchase price allocation, in the aggregate, to the fair value of Essco's assets and liabilities acquired on August 5, 2025 (in thousands):
Certain of the Company’s acquisition agreements include provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on the estimated fair value at the date of acquisition and at subsequent remeasurement dates, as applicable. During the second quarter of fiscal year 2027, the Company issued approximately 17,000 shares to settle a holdback with Axiom Test Equipment. As of September 26, 2026, no contingent consideration and $0.9 million of other holdback amounts were unpaid and are reflected in Accrued Compensation and Other Current Liabilities on the Condensed Consolidated Balance Sheets. During the three and six months ended September 26, 2026, acquisition costs were $0.5 million and $1.1 million, respectively, and during the three and six months ended September 27, 2025, acquisition costs were $0.5 million and $0.5 million, respectively, and were recorded as incurred as general and administrative expenses in the Condensed Consolidated Statements of Income.
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