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Supplemental Balance Sheet Disclosures (Tables) | 6 Months Ended
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Mar. 31, 2025
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
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), (d) | ​ | ​ | 9,570,000 | ​ | ​ | (1,490,000) | ​ | ​ | 8,080,000
Goodwill (c),(d) | ​ | ​ | 1,139,000 | ​ | ​ | 1,490,000 | ​ | ​ | 2,629,000
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 Annual Report on Form 10-K for the fiscal year ended September 30, 2024, 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.
| (d) | For the three months ended March 31, 2025, the fair market value of Intangible Assets, mostly related to Acquired Backlog was revised down to reflect lower forecasted margin.
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 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 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 2024, the Company recognized $218,623 in additional depreciation expense in cost of sales and $67,500 in 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 condensed consolidated statement of operations.
| (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.
Summary of unaudited pro forma consolidated information | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Three Months Ended March 31, | ​ | ​ | Six Months Ended March 31,
​ |  | ​ | 2024
Net sales | ​ | $ | 13,763,673 | ​ | $ | 25,785,544
Net income | ​ | $ | 1,206,228 | ​ | $ | 1,607,357
Schedule of inventories | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | September 30,
​ | ​ | 2025 | ​ | 2024
Raw materials | ​ | $ | 15,496,589 | ​ | $ | 9,862,591
Work-in-process | ​ |  | 1,999,270 | ​ |  | 1,357,504
Finished goods | ​ |  | 1,357,253 | ​ |  | 1,512,286
​ | ​ | $ | 18,853,112 | ​ | $ | 12,732,381
Schedule of prepaid expenses and other current assets | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | September 30,
​ | ​ | 2025 | ​ | 2024
Prepaid insurance | ​ | $ | 387,401 | ​ | $ | 54,197
Honeywell TSA Agreement | ​ | ​ | — | ​ | ​ | 140,000
Other | ​ |  | 972,810 | ​ |  | 967,197
​ | ​ | $ | 1,360,211 | ​ | $ | 1,161,394
Summary of intangible assets other than goodwill | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As of March 31, 2025
​ |  | Gross Carrying |  | Accumulated |  | Accumulated |  | Net Carrying
​ | ​ | Value |  | Impairment |  | Amortization |  | Value
License agreement (a) | ​ | $ | 9,790,000 | ​ | $ | — | ​ | $ | — | ​ | $ | 9,790,000
Customer relationships (a) | ​ |  | 12,604,327 | ​ |  | — | ​ |  | (2,085,019) | ​ |  | 10,519,308
Backlog (b) | ​ | ​ | 4,850,000 | ​ | ​ | — | ​ | ​ | (485,000) | ​ | ​ | 4,365,000
Licensing and certification rights (c) | ​ |  | 696,506 | ​ |  | (44,400) | ​ |  | (638,285) | ​ |  | 13,821
Total | ​ | $ | 27,940,833 | ​ | $ | (44,400) | ​ | $ | (3,208,304) | ​ | $ | 24,688,129
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 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.
Summary of expected future amortization expense related to the customer relationships |
​ | ​ | ​ | ​
​ | ​ | ​ | Amortization Expense
2025 (six months remaining) | ​ | $ | 1,105,514
2026 | ​ | ​ | 2,211,027
2027 | ​ | ​ | 2,211,027
2028 |  | ​ | 2,211,027
2029 |  | ​ | 2,211,027
Thereafter |  | ​ | 4,934,686
Total | ​ | $ | 14,884,308
Schedule of property and equipment, net | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | September 30,
​ | ​ | 2025 | ​ | 2024
Computer equipment | ​ | $ | 3,035,687 | ​ | $ | 2,416,795
Furniture and office equipment | ​ |  | 984,205 | ​ |  | 984,205
Buildings and improvements | ​ |  | 7,569,240 | ​ |  | 6,198,690
Equipment other | ​ |  | 15,426,979 | ​ |  | 15,161,225
Land | ​ |  | 1,021,245 | ​ |  | 1,021,245
​ | ​ |  | 28,037,356 | ​ |  | 25,782,160
Less accumulated depreciation and amortization | ​ |  | (13,304,345) | ​ |  | (12,409,862)
​ | ​ | $ | 14,733,011 | ​ | $ | 13,372,298
Schedule of other assets | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | September 30,
​ | ​ | 2025 | ​ | 2024
Operating lease right-of-use assets | ​ | $ | — | ​ | $ | 2,100
Other non-current assets | ​ |  | 165,591 | ​ |  | 471,625
​ | ​ | $ | 165,591 | ​ | $ | 473,725
Schedule of accrued expenses | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | September 30,
​ | ​ | 2025 | ​ | 2024
Warranty | ​ | $ | 565,033 | ​ | $ | 596,538
Salary, benefits and payroll taxes | ​ |  | 832,858 | ​ |  | 1,685,372
Professional fees | ​ |  | — | ​ |  | 262,320
Operating lease | ​ | ​ | — | ​ | ​ | 2,100
Income tax payable | ​ | ​ | 228,535 | ​ | ​ | 1,194,185
Other | ​ |  | 1,446,530 | ​ |  | 868,779
​ | ​ | $ | 3,072,956 | ​ | $ | 4,609,294
​
Schedule of warranty cost and accrual information | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | Three Months Ending | ​ | Six Months Ending | ​
​ | ​ | ​ | March 31, 2025 | ​ | March 31, 2025 |
Warranty accrual, beginning of period | ​ | $ | 522,724 | $ | 596,538 | ​
Accrued expense (Adjustment) | ​ |  | 67,000 |  | 47,000 | ​
Warranty cost | ​ |  | (24,691) |  | (78,505) | ​
Warranty accrual, end of period | ​ | $ | 565,033 | $ | 565,033 | ​
​

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