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Acquisition | 12 Months Ended
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Sep. 30, 2024
Acquisition |
Acquisition | 4. Acquisition ​ 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. (See Note 20, “Loan Agreement” for more details). 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 preliminary allocation of the purchase consideration as of the acquisition date is as follows: ​
​ | ​ | ​ | ​ | ​
​ | ​ | Amounts Recognized as of | ​
​ |  | Acquisition Date |
​ | ​ | (as previously reported) | ​
Total consideration | ​ | $ | 14,060,000 | ​
​ | ​ | ​ | ​ | ​
Prepaid inventory (a) | ​ | $ | 3,191,000 | ​
Prepaid equipment and other current assets | ​ | ​ | 160,000 | ​
Intangible assets (b) | ​ | ​ | 9,570,000 | ​
Goodwill (c) | ​ | ​ | 1,139,000 | ​
Net assets acquired | ​ | $ | 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 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. ​ Acquisition and related costs ​ For the fiscal year ended September 30, 2024, the Company incurred acquisition costs of $244,543 which were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. ​ 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, 2022: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended September 30,
​ |  | 2024 |  | 2023
Net sales | ​ | $ | 55,545,035 | ​ | $ | 52,287,873
Net income | ​ | $ | 5,416,305 | ​ | $ | 7,734,498
​ 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. ​ On June 30, 2023, the Company entered into the June 2023 Honeywell Agreement. The June 2023 Honeywell Agreement 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 June 2023 Honeywell Agreement allows the Company to diversify its product offerings in the aerospace industry. The Company determined that the June 2023 Honeywell Agreement 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 June 2023 Honeywell Agreement, the Company entered into a term loan with PNC Bank, National Association for $20.0 million to fund a portion of the June 2023 Honeywell Agreement. Refer to Note 20, “Loan Agreement” for further details. The purchase consideration transferred at the acquisition date was $35.9 million, which was entirely cash. ​ In the third quarter of fiscal year 2024, the Company finalized its accounting of the June 2023 Honeywell Agreement. 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 primarily 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. 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 step-up in the value of the finished goods.
​
| (b) | Intangible assets consist of license agreements 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 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 June 2023 Honeywell Agreement. Goodwill resulting from the June 2023 Honeywell Agreement has been assigned to the Company’s one reporting unit.
​
| (d) | In the third quarter of fiscal year 2024, 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 of $3.7 million. The adjustments resulted in an overall increase to goodwill of $3.0 million. As a result of the measurement period adjustments to the estimated fair values of equipment and customer relationships, during the third quarter of fiscal year 2024, the Company recognized $218,623 additional depreciation expense in Cost of sales and $67,500 additional amortization expense in selling, general and administrative respectively, related to the effects that would have been recognized in previous quarters if the measurement period adjustments were recognized as of the acquisition date. For the remaining measurement period adjustments, the
|  | change to the preliminary fair value estimates did not have a material impact to the consolidated statement of operations.
​
| (e) | During the fourth quarter of fiscal year 2023, the Company identified measurement period adjustments related to the fair value estimates for accrued expenses. While the June 2023 Honeywell 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 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. ​ Acquisition and related costs ​ For the fiscal year ended September 30, 2024, the Company incurred $589,000 of acquisition costs in connection with the June 2023 Honeywell Agreement. For the fiscal year ended September 30, 2023, the Company incurred acquisition costs of $408,961, which were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The debt issuance costs related to the Term Loan were not material. ​ Unaudited actual and pro forma information ​ For the fiscal year ended September 30, 2023, the Company recognized $5.8 million of revenues and $3.0 million of net income related to the product lines in the consolidated statements of operations. ​ 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, 2021: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended September 30,
​ |  | 2023 |  | 2022
Net sales | ​ | $ | 43,757,196 | ​ | $ | 49,218,764
Net income | ​ | $ | 8,542,330 | ​ | $ | 9,716,082
​ 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. ​ 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 (“ASC 805”). Definite lived assets were recorded to the relative fair value of $2,601,000 to property and 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.

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