Supplemental Balance Sheet Disclosures | 2. Supplemental Balance Sheet Disclosures September 2024 Honeywell Agreement On September 27, 2024, the Company entered into and closed the transaction contemplated by the September 2024 Honeywell Agreement. Pursuant to the September 2024 Honeywell Agreement, Honeywell sold, assigned or licensed certain assets related to its various generations of military display generators and flight control computers, including a sale of certain inventory, equipment and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its various generations of military display generators and flight control computers to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company. The September 2024 Honeywell Agreement allows the Company to diversify its product offerings in the aerospace industry. The Company determined that the transaction met the definition of a business under ASC 805; therefore, the Company accounted for the transaction as a business combination and applied the acquisition method of accounting. The Company financed the September 2024 Honeywell Agreement with borrowings against the Company’s revolving line of credit. The purchase consideration transferred at the acquisition date was $14.2 million, which was entirely cash. The allocation of the purchase price is based upon certain preliminary valuations and other analyses. The allocation of the purchase price has not been finalized as of the date of this filing due to the timing of the transaction and due to the fact that, while legal control has been transferred, the Company has not received physical possession of certain of the acquired assets and thus these assets will be subject to settlement adjustments upon transfer as outlined in the September 2024 Honeywell Agreement. As a result, the purchase price amount for the transaction and the allocation of the preliminary purchase consideration are preliminary estimates, and may be subject to change within the measurement period. The following purchase price allocation table presents the Company's estimates of the fair value of assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments recorded during the three months ended December 31, 2024: Amounts Recognized as of Acquisition Date Measurement Purchase Price (as previously reported) Period Adjustments Allocation Total consideration $ 14,060,000 $ — $ 14,060,000 Prepaid inventory (a) $ 3,191,000 $ — $ 3,191,000 Prepaid equipment and other current assets 160,000 — 160,000 Intangible assets (b) 9,570,000 — 9,570,000 Goodwill (c) 1,139,000 — 1,139,000 Net assets acquired $ 14,060,000 $ — $ 14,060,000 (a) Prepaid inventory consists primarily of raw materials acquired by the Company but not in the Company’s physical possession as of the acquisition date. The fair value of raw materials was estimated to equal the replacement cost. (b) Intangible assets consists of backlog, customer relationships, and license agreements related to the license rights to use certain Honeywell intellectual property and are recorded at estimated fair values. The estimated fair value of these license agreements are based on a variation of the income valuation approach and are determined using the relief from royalty method. The estimated fair value of the backlog and customer relationships are based on a variation of the income valuation approach known as the multi-period excess earnings method. Refer to the Company’s 2024 10K, Note 5, “Intangible assets” for further details. (c) Goodwill represents the excess of the purchase consideration over the preliminary fair value of the net assets acquired. The goodwill recognized is primarily attributable to the expected synergies from the September 2024 Honeywell Agreement. Goodwill resulting from the September 2024 Honeywell Agreement has been assigned to the Company’s one reporting unit. Transition services agreement Concurrent with the September 2024 Honeywell Agreement, the Company entered into a transition services agreement (the “2024 TSA”) with Honeywell, at no additional cost, to receive certain transitional services and technical support during the transition service period. The Company accounted for the 2024 TSA separate from business combination and has recognized $140,000 in prepaid expenses and other current assets within the consolidated balance sheets for the services to be received in the future from Honeywell. The prepaid expense related to the 2024 TSA was determined using the with and without method. For the three months ended December 31, 2024, the Company recognized no additional adjustments to prepaid expenses and other current assets within the consolidated balance sheets for services received from Honeywell. Acquisition and related costs For the fiscal year ended September 30, 2024, the Company incurred $589,000 of acquisition costs included in SG&A expenses in connection with the June 2023 Honeywell Agreement. The debt issuance costs related to the Term Loan were not material. For the three months ended December 31, 2024, the Company incurred $86,688 of costs in connection to the September 2024 Honeywell Agreement. For the three months ended December 31, 2023, the Company incurred no acquisition costs. Unaudited actual and pro forma information The following unaudited pro forma summary presents consolidated information of the Company, including the product lines, as if the transaction had occurred on October 1, 2023: Three Months Ended December 31, 2023 Net sales $ 12,021,871 Net income $ 401,129 These pro forma results are for illustrative purposes and are not indicative of the actual results of operations that would have been achieved, nor are they indicative of future results of operations. The unaudited pro forma information for all periods presented was adjusted to give effect to pro forma events that are directly attributable to the transaction and are factually supportable. The adjustments are based on information available to the Company at this time. Accordingly, the adjustments are subject to change, and the impact of such changes may be material. The unaudited pro forma results do not include any incremental cost savings that may result from the integration. June 2023 Honeywell Agreement On June 30, 2023, the Company entered into an Asset Purchase and License Agreement with Honeywell whereby Honeywell sold certain assets and granted perpetual license rights to manufacture and sell licensed products related to its inertial, communication and navigation product lines to the Company. The transaction involves a sale of certain inventory, equipment and customer-related documents; an assignment of certain customer contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its inertial, communication and navigation product lines to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company. The transaction allows the Company to diversify its product offerings in the aerospace industry. The Company determined that the transaction met the definition of a business under ASC 805; therefore, the Company accounted for the transaction as a business combination and applied the acquisition method of accounting. In connection with the transaction, the Company entered into a term loan with PNC Bank, National Association for $20.0 million to fund a portion of the transaction (the “Term Loan”) – Refer to the Company’s 2024 10K, Note 8, “ Loan Agreement In the third quarter of 2024 and within one year from the acquisition date, the Company finalized its accounting of the transaction. The following purchase price allocation table presents the Company's estimates of the fair value of assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments recorded during the one-year period ended June 30, 2024: Amounts Recognized as of Acquisition Date Measurement Purchase Price (as previously reported) Period Adjustments Allocation Cash consideration $ 35,860,000 $ — $ 35,860,000 Total consideration $ 35,860,000 $ — $ 35,860,000 — Prepaid inventory (a) $ 10,036,160 $ (3,012,626) (d) $ 7,023,534 Equipment 2,609,000 3,675,000 (d) 6,284,000 Construction in progress 1,238,000 — 1,238,000 Intangible assets (b) 20,900,000 (3,660,000) (d) 17,240,000 Goodwill (c) 4,608,041 (533,575) (d)(e) 4,074,466 Assets acquired 39,391,201 (3,531,201) 35,860,000 Accrued expenses (3,531,201) 3,531,201 (e) — Liabilities assumed (3,531,201) 3,531,201 — Net assets acquired $ 35,860,000 $ — $ 35,860,000 (a) Prepaid inventory consists of raw materials and finished goods acquired by the Company but not in the Company’s physical possession as of the acquisition date. The fair value of raw materials was estimated to equal the replacement cost. The fair value of finished goods was determined based on the estimated selling price, net of selling costs and a margin on the selling activities, which resulted in a change in the value of the finished goods. (b) Intangible assets consist of license agreement related to the license rights to use certain Honeywell intellectual property and customer relationships and are recorded at estimated fair values. The estimated fair value of the license agreement is based on a variation of the income valuation approach and is determined using the relief from royalty method. The estimated fair value of the customer relationships is based on a variation of the income valuation approach known as the multi-period excess earnings method. Refer to Intangible assets within Note 2, “ Supplemental Balance Sheet Disclosures ” for further details. (c) Goodwill represents the excess of the purchase consideration over the estimated fair value of the assets acquired and liabilities assumed. The goodwill recognized is primarily attributable to the expected synergies from the transaction. Goodwill resulting from the transaction has been assigned to the Company’s one operating segment and one reporting unit. (d) In the third quarter of 2024 and within one year from the acquisition date, the Company identified measurement period adjustments related to fair value estimates. The measurement period adjustments were due to the refinement of inputs used to calculate the fair value of the prepaid inventory, equipment, license agreement and customer relationships based on facts and circumstances that existed as of the acquisition date. One of the refinements of inputs used was a change in classification of prepaid inventory to equipment (e) During the fourth quarter of 2023, the Company identified measurement period adjustments related to the fair value estimates for accrued expenses. While the Asset Purchase and License Agreement indicated an amount of liabilities related to open supplier purchase orders to be assumed by the Company as of the acquisition date, it was determined that there were no actual liabilities outstanding related to these open supplier purchase orders as of the acquisition date; therefore, the $3.5 million assumed liabilities preliminarily recorded were reversed. The adjustments resulted in an overall decrease to goodwill of $3.5 million; the adjustments have no impact to the condensed consolidated statement of operations. Transition services agreement Concurrent with the June 2023 Honeywell Agreement, the Company entered into a transition services agreement (the “2023 TSA”) with Honeywell, at no additional cost, to receive certain transitional services and technical support during the transition service period. The Company accounted for the 2023 TSA separate from the business combination and has recognized $140,000 in prepaid expenses and other current assets within the consolidated balance sheet as of the acquisition date for the services to be received in the future from Honeywell. The prepaid expense related to the 2023 TSA was determined using the with and without method. Other On July 22, 2024, the Company completed the July 2024 Honeywell Asset Acquisition of certain additional assets related to its communication and navigation product lines, including a sale of certain inventory and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its communication and navigation product lines to manufacture, upgrade and repair certain additional products for consideration of $4.2 million in cash. The Company accounted for the transaction as an asset acquisition and allocated the cost of the acquisition, including direct and incremental transaction costs, to the tangible and intangible assets based on their relative fair value as detailed under ASC 805 – Business Combinations equipment and $430,000 to customer relationships and backlog. Since license agreements are indefinite lived assets, they were recorded at fair value in the amount of $1,240,000 in accordance with ASC 805. Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value, net of write-downs for excess and obsolete inventory and consist of the following: December 31, September 30, 2024 2024 Raw materials $ 12,227,940 $ 9,862,591 Work-in-process 1,590,822 1,357,504 Finished goods 1,688,089 1,512,286 $ 15,506,851 $ 12,732,381 Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: December 31, September 30, 2024 2024 Prepaid insurance $ 292,636 $ 54,197 Honeywell TSA Agreement 70,000 140,000 Other 1,203,247 967,197 $ 1,565,883 $ 1,161,394 Intangible assets The Company’s intangible assets other than goodwill are as follows: As of December 31, 2024 Gross Carrying Accumulated Accumulated Net Carrying Value Impairment Amortization Value License agreement (a) $ 9,140,000 $ — $ — $ 9,140,000 Customer relationships (a) 13,284,327 — (1,809,762) 11,474,565 Backlog (b) 6,310,000 — (394,375) 5,915,625 Licensing and certification rights (c) 696,506 (44,400) (638,285) 13,821 Total $ 29,430,833 $ (44,400) $ (2,842,422) $ 26,544,011 As of September 30, 2024 Gross Carrying Accumulated Accumulated Net Carrying Value Impairment Amortization Value License agreement (a) $ 9,140,000 $ — $ — $ 9,140,000 Customer relationships (a) 13,008,332 — (1,459,861) 11,548,471 Backlog (b) 6,310,000 — — 6,310,000 Licensing and certification rights (c) 696,506 (44,400) (638,285) 13,821 Total $ 29,154,838 $ (44,400) $ (2,098,146) $ 27,012,292 (a) As part of the September 2024 Honeywell Agreement, the July 2024 Honeywell Asset Acquisition, and the June 2023 Honeywell Agreement transactions, the Company acquired intangible assets related to the license agreements for the license rights to use certain Honeywell intellectual property, backlog and customer relationships. The license agreements have an indefinite life and are not subject to amortization; the customer relationships have an estimated weighted average life of ten years . (b) As part of the September 2024 Honeywell Agreement, the Company acquired intangible assets related to backlog with a useful life of four years . (c) The licensing, and certification rights are amortized over a defined number of units. The timing of future amortization expense is not determinable for the licensing and certification rights because they are amortized over a defined number of units. The expected future amortization expense related to the customer relationships as of December 31, 2024 is as follows: Amortization Expense 2025 (nine months remaining) $ 2,218,895 2026 2,958,527 2027 2,958,527 2028 2,958,527 2029 1,381,027 Thereafter 4,914,687 Total $ 17,390,190 Property and equipment Property and equipment, net consists of the following: December 31, September 30, 2024 2024 Computer equipment $ 2,922,175 $ 2,416,795 Furniture and office equipment 984,205 984,205 Buildings and improvements 6,241,299 6,198,690 Equipment other 15,312,781 15,161,225 Land 1,021,245 1,021,245 26,481,705 25,782,160 Less accumulated depreciation and amortization (13,032,661) (12,409,862) $ 13,449,044 $ 13,372,298 Depreciation and amortization related to property and equipment was $622,799 and $142,921 for the three months ended December 31, 2024 and 2023, respectively. Other assets Other assets consist of the following: December 31, September 30, 2024 2024 Operating lease right-of-use assets $ — $ 2,100 Other non-current assets 150,119 471,625 $ 150,119 $ 473,725 Other non-current assets as of December 31, 2024 and September 30, 2024 consists primarily of deposits for medical claims required under the Company’s medical plan. Accrued expenses Accrued expenses consist of the following: December 31, September 30, 2024 2024 Warranty $ 522,724 $ 596,538 Salary, benefits and payroll taxes 426,558 1,685,372 Professional fees 142,709 262,320 Operating lease — 2,100 Income tax payable 1,596,511 1,194,185 Other 1,594,964 868,779 $ 4,283,466 $ 4,609,294 Warranty cost and accrual information for the three months ended December 31, 2024 is highlighted below: Three Months Ending December 31, 2024 Warranty accrual, beginning of period $ 596,538 Accrued expense (Adjustment) (20,000) Warranty cost (53,814) Warranty accrual, end of period $ 522,724 |