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Note 3 - Business Acquisition
 12 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Business Combination [Text Block]

3.  Business Acquisition

 

On August 1, 2025, the Company acquired all the outstanding stock of Geovox.  Geovox's Heartbeat Detector® is a heartbeat detection security technology developed by the United States Department of Energy’s Oak Ridge National Laboratory.  It is used in more than a dozen countries to address human trafficking and prison security.  The Heartbeat Detector® uses proprietary sensors to rapidly identify people hidden in vehicles, providing a modern, user-friendly interface in as little as 10 seconds. The Heartbeat Detector® relies on geophones the Company manufactures and aligns with the Company's current perimeter security and surveillance offerings in its Intelligent Industrial segment.

 

The Geovox acquisition was accounted for under the acquisition method of accounting.  The total value of the consideration paid for acquisitions was allocated to the underlying net assets acquired, based on their respective estimated fair values.  The Company utilized the excess earnings method to determine the fair value of assets and liabilities acquired, including discounted cash flows, external market values, valuations on recent transactions or a combination thereof, and believes that it used the most appropriate measure to value each asset or liability.  The Company will recognize measurement-period adjustments, if any,  in the reporting period in which the adjustment amount is determined.

 

The acquisition purchase price for Geovox consisted of (i) cash of $1.7 million, which included $1.5 million paid at closing and $0.2 million to be paid June 1, 2027, and (ii) contingent earn-out payments of up to $3.3 million over a four-year period.  The contingent payments, if any, will be derived from certain eligible revenue that may be generated during the four-year period.  In connection with the acquisition the Company recorded goodwill of $0.5 million, other intangible assets of $3.7 million, and an initial contingent earn-out liability of $2.5 million.  Also see Notes 6 and 12.  

 

Legal and professional costs of $35,000 related to the acquisition are included in selling, general and administrative expenses for the fiscal year ended September 30, 2025.