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Supplemental Balance Sheet Disclosures (Tables)
9 Months Ended
Jun. 30, 2024
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

$

(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. The goodwill is not expected to be deductible for income tax purposes. Further, the Company determined that the goodwill was not impaired as of June 30, 2024 and as such, no impairment charges have been recorded for the three- and nine-month periods ended June 30, 2024; the Company also determined that the goodwill was not impaired as of September 30, 2023.

(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 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 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

Nine Months Ended

    

June 30, 2023

Net sales

$

12,035,209

$

36,846,252

Net income

$

2,859,238

$

7,760,831

Schedule of inventories

    

June 30, 

    

September 30, 

2024

2023

Raw materials

$

12,277,086

$

5,162,177

Work-in-process

 

1,242,259

 

966,888

Finished goods

 

1,020,827

 

10,648

$

14,540,172

$

6,139,713

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

    

June 30, 

    

September 30, 

2024

2023

Prepaid insurance

$

157,771

$

623,186

Other

 

826,913

 

449,826

984,684

$

1,073,012

Summary of intangible assets other than goodwill

The Company’s intangible assets other than goodwill are as follows:

    

As of June 30, 2024

    

Gross Carrying

    

Accumulated

    

Accumulated

    

Net Carrying

Value

 

Impairment

 

Amortization

 

Value

License agreement acquired from the Transaction (a)

$

5,600,000

$

$

$

5,600,000

Customer relationships acquired from the Transaction (a)

 

11,640,000

 

 

(1,164,000)

 

10,476,000

Licensing and certification rights (b)

 

696,506

 

(44,400)

 

(638,285)

 

13,821

Total

$

17,936,506

$

(44,400)

$

(1,802,285)

$

16,089,821

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 license agreement has an indefinite life and is not subject to amortization; the customer relationships have an estimated weighted average life of nine years. The Company determined that the intangible assets were not impaired as of June 30, 2024 and September 30, 2023; no impairment charges have been recorded for the three- and nine-month periods ended June 30, 2024.

(b)

The licensing and certification rights are amortized over a defined number of units. No impairment charges were recorded during the three-and nine-month periods ended June 30, 2024. An impairment charge of $44,400 was recorded during the three-and nine-month periods ended June 30, 2023.

Summary of expected future amortization expense related to the customer relationships

2024 (three months remaining)

    

$

291,000

2025

1,164,000

2026

1,164,000

2027

 

1,164,000

2028

 

1,164,000

Thereafter

 

5,529,000

Total

$

10,476,000

Schedule of property and equipment, net

    

June 30, 

    

September 30, 

2024

2023

Computer equipment

$

2,405,850

$

2,343,996

Furniture and office equipment

 

984,206

 

970,230

Manufacturing facility

 

6,198,690

 

5,926,584

Equipment

 

13,025,229

 

9,554,197

Land

 

1,021,245

 

1,021,245

 

23,635,220

 

19,816,252

Less accumulated depreciation and amortization

 

(12,045,013)

 

(11,923,825)

$

11,590,207

$

7,892,427

Schedule of other assets

    

June 30, 

    

September 30, 

2024

2023

Operating lease right-of-use assets

$

5,282

$

15,065

Other non-current assets

 

540,698

 

176,657

$

545,980

$

191,722

Schedule of accrued expenses

    

June 30, 

    

September 30, 

2024

2023

Warranty

$

550,081

$

562,645

Salary, benefits and payroll taxes

 

1,173,868

 

1,181,219

Professional fees

 

419,082

 

200,668

Operating lease

5,282

12,965

Income tax payable

116,697

Other

 

670,092

 

844,131

$

2,818,405

$

2,918,325

Schedule of warranty cost and accrual information

    

Three Months Ending

Nine Months Ended

    

June 30, 2024

    

June 30, 2024

Warranty accrual, beginning of period

$

574,971

$

562,645

Accrued expense

 

8,477

 

81,688

Warranty cost

 

(33,367)

 

(94,252)

Warranty accrual, end of period

$

550,081

$

550,081