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Supplemental Balance Sheet Disclosures (Tables) | 3 Months Ended
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Dec. 31, 2023
Supplemental Balance Sheet Disclosures |
Schedule of preliminary allocation of the purchase consideration | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 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 | ​ | $ | 2,032,954 | (d) | $ | 12,069,114
Equipment | ​ | ​ | 2,609,000 | ​ | ​ | (54,000) | (d) | ​ | 2,555,000
Construction in progress | ​ | ​ | 1,238,000 | ​ | ​ | — | ​ | ​ | 1,238,000
Intangible assets (b) | ​ | ​ | 20,900,000 | ​ | ​ | (4,460,000) | (d) | ​ | 16,440,000
Goodwill (c) | ​ | ​ | 4,608,041 | ​ | ​ | (1,050,155) | (d)(e) | ​ | 3,557,886
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 step-up 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 provisional estimated fair values. The provisional 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 provisional 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 preliminary purchase consideration over the provisional 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 provisionally assigned to the Company’s one operating segment and one reporting unit. The goodwill is not expected to be deductible for income tax purposes. Further, the Company determined that the preliminary goodwill was not impaired as of December 31, 2023 and as such, no impairment charges have been recorded for the three months ended December 31, 2023; the Company also determined that the preliminary goodwill was not impaired as of September 30, 2023.
| (d) | During the fourth quarter of 2023, the Company identified measurement period adjustments related to preliminary 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, with the assistance of an independent third-party valuation firm based on facts and circumstances that existed as of the Acquisition Date. The adjustments resulted in an overall increase to goodwill of $2.5 million. Additionally, 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 2023, the Company identified measurement period adjustments related to the preliminary 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 consolidated statement of operations.
Summary of unaudited pro forma consolidated information | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended December 31,
​ |  | 2023 |  | 2022
Net sales | ​ | $ | 9,308,063 | ​ | $ | 12,597,909
Net income | ​ | $ | 1,178,138 | ​ | $ | 2,211,081
Schedule of inventories | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, |  | September 30,
​ | ​ | 2023 | ​ | 2023
Raw materials | ​ | $ | 6,495,880 | ​ | $ | 5,162,177
Work-in-process | ​ |  | 1,211,405 | ​ |  | 966,888
Finished goods | ​ |  | 92,650 | ​ |  | 10,648
​ | ​ | $ | 7,799,935 | ​ | $ | 6,139,713
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following:
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, |  | September 30,
​ | ​ | 2023 | ​ | 2023
Prepaid insurance | ​ | $ | 635,482 | ​ | $ | 623,186
Other | ​ |  | 284,157 | ​ |  | 449,826
​ | ​ | $ | 919,639 | ​ | $ | 1,073,012
Summary of intangible assets other than goodwill | The Company’s intangible assets other than goodwill are as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As of December 31, 2023
​ |  | Gross Carrying |  | Accumulated |  | Accumulated |  | Net Carrying
​ | ​ | Value |  | Impairment |  | ​ | Amortization |  | Value
License agreement acquired from the Transaction (a) | ​ | $ | 5,700,000 | ​ | $ | — | ​ | $ | — | ​ | $ | 5,700,000
Customer relationships acquired from the Transaction (a) | ​ |  | 10,740,000 | ​ |  | — | ​ |  | (537,000) | ​ |  | 10,203,000
Licensing and certification rights (b) | ​ |  | 696,506 | ​ |  | (44,400) | ​ |  | (638,285) | ​ |  | 13,821
Total | ​ | $ | 17,136,506 | ​ | $ | (44,400) | ​ | $ | (1,175,285) | ​ | $ | 15,916,821
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of September 30, 2023
​ |  | Gross Carrying |  | Accumulated |  | Accumulated |  | Net Carrying
​ |  | Value |  | Impairment |  | Amortization |  | Value
License agreement acquired from the Transaction (a) | ​ | $ | 5,700,000 | ​ | $ | — | ​ | $ | — | ​ | $ | 5,700,000
Customer relationships acquired from the Transaction (a) | ​ |  | 10,740,000 | ​ |  | — | ​ |  | (268,500) | ​ |  | 10,471,500
Licensing and certification rights (b) | ​ |  | 696,506 | ​ |  | (44,400) | ​ |  | (638,285) | ​ |  | 13,821
Total | ​ | $ | 17,136,506 | ​ | $ | (44,400) | ​ | $ | (906,785) | ​ | $ | 16,185,321
​
| (a) | As part of the Transaction, the Company acquired intangible assets related to the license agreement for the license rights to use certain Honeywell intellectual property and customer relationships. The gross carrying values are preliminary estimates and may be subject to change within the measurement period – refer to Acquisition within Note 2, “Supplemental Balance Sheet Disclosures” for further details. The license agreement has an indefinite life and is not subject to amortization; the customer relationships have an estimated weighted average life of nine years and six months. The Company determined that the preliminary intangible assets were not impaired as of December 31, 2023 and September 30, 2023; no impairment charges have been recorded for the three months ended December 31, 2023.
| (b) | The licensing and certification rights are amortized over a defined number of units. No impairment charges were recorded during the three-month periods ended December 31, 2023 and 2022.
Summary of expected future amortization expense related to the customer relationships |
​ | ​ | ​ | ​
2024 (nine months remaining) |  | $ | 805,500
2025 | ​ | ​ | 1,074,000
2026 | ​ | ​ | 1,074,000
2027 |  | ​ | 1,074,000
2028 |  | ​ | 1,074,000
Thereafter |  | ​ | 5,101,500
Total | ​ | $ | 10,203,000
Schedule of property and equipment, net | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, |  | September 30,
​ | ​ | 2023 | ​ | 2023
Computer equipment | ​ | $ | 2,359,313 | ​ | $ | 2,343,996
Corporate airplane | ​ |  | — | ​ |  | —
Furniture and office equipment | ​ |  | 977,224 | ​ |  | 970,230
Manufacturing facility | ​ |  | 6,031,989 | ​ |  | 5,926,584
Equipment | ​ |  | 9,187,440 | ​ |  | 9,554,197
Land | ​ |  | 1,021,245 | ​ |  | 1,021,245
​ | ​ |  | 19,577,211 | ​ |  | 19,816,252
Less accumulated depreciation and amortization | ​ |  | (11,646,202) | ​ |  | (11,923,825)
​ | ​ | $ | 7,931,009 | ​ | $ | 7,892,427
Schedule of other assets | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, |  | September 30,
​ | ​ | 2023 | ​ | 2023
Operating lease right-of-use assets | ​ | $ | 11,764 | ​ | $ | 15,065
Other non-current assets | ​ |  | 212,457 | ​ |  | 176,657
​ | ​ | $ | 224,221 | ​ | $ | 191,722
​
Schedule of accrued expenses | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, |  | September 30,
​ | ​ | 2023 | ​ | 2023
Warranty | ​ | $ | 541,450 | ​ | $ | 562,645
Salary, benefits and payroll taxes | ​ |  | 522,608 | ​ |  | 1,181,219
Professional fees | ​ |  | 161,269 | ​ |  | 200,668
Operating lease | ​ | ​ | 11,764 | ​ | ​ | 12,965
Income tax Payable | ​ | ​ | 1,088,194 | ​ | ​ | 116,697
Other | ​ |  | 659,662 | ​ |  | 844,131
​ | ​ | $ | 2,984,947 | ​ | $ | 2,918,325
​
Schedule of warranty cost and accrual information | ​
​ | ​ | ​ | ​ | ​
​ |  | Three Months Ending | ​
​ | ​ | December 31, 2023 |
Warranty accrual, beginning of period | ​ | $ | 562,645 | ​
Accrued expense | ​ |  | 19,505 | ​
Warranty cost | ​ |  | (40,700) | ​
Warranty accrual, end of period | ​ | $ | 541,450 | ​
​

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