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Supplemental Balance Sheet Disclosures
6 Months Ended
Mar. 31, 2025
Supplemental Balance Sheet Disclosures  
Supplemental Balance Sheet Disclosures

2. Supplemental Balance Sheet Disclosures

September 2024 Honeywell Agreement

On September 27, 2024, the Company entered into a second Asset Purchase and License Agreement (the “September 2024 Honeywell Agreement”) with Honeywell, International Inc. (“Honeywell”), pursuant to which 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 for consideration of $14.2 million in 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 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 three and six months ended March 31, 2025:

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.

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. For the three and six months ended

March 31, 2025, the Company recognized no additional adjustments to prepaid expenses and other current assets within the consolidated balance sheets for services received from Honeywell.

Acquisition and related costs

For the fiscal year ended September 30, 2024, the Company incurred $589,000 of acquisition costs included in SG&A expenses in connection with the June 2023 Honeywell Agreement. The debt issuance costs related to the Term Loan were not material.

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, 2023:

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

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.

June 2023 Honeywell Agreement

On June 30, 2023, the Company entered into an Asset Purchase and License Agreement with Honeywell whereby Honeywell sold certain assets and granted perpetual license rights to manufacture and sell licensed products related to its inertial, communication and navigation product lines to the Company. The transaction 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 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.

In connection with the transaction, the Company entered into a term loan with PNC Bank, National Association for $20.0 million to fund a portion of the transaction (the “Term Loan”) – Refer to the Company’s Annual Report on Form10-K for the fiscal year ended

September 30, 2024, Note 8, “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 2024 and within one year from the acquisition date, the Company finalized its accounting of the transaction. 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 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.

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. As of the three months ended March 31, 2025, the 2023 TSA has been fully amortized.

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. 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.

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or net realizable value, net of write-downs for excess and obsolete inventory and consist of the following:

    

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

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

    

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

Intangible assets

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

    

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.

The timing of future amortization expense is not determinable for the licensing and certification rights because they are amortized over a defined number of units. The expected future amortization expense related to the customer relationships and backlog as of March 31, 2025 is as follows:

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

Property and equipment

Property and equipment, net consists of the following:

    

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

Depreciation and amortization related to property and equipment was $272,390 and $146,156 for the three months ended March 31, 2025 and 2024, respectively.

Depreciation and amortization related to property and equipment was $894,483 and $271,684 for the six months ended March 31, 2025 and 2024, respectively.

In connection with June 2023 Honeywell Agreement, during the 18- month period following closing, which ended December 31, 2024, the Company received various inventory and PP&E, which was accounted for as of the acquisition date as prepaid inventory. Rotables comprised a significant portion of the PP&E received during that 18-month period. Rotables are parts that are not designed to be discarded after a certain period of use but rather are intended to be restored to a serviceable condition and reused. The Company had historically depreciated rotables inventory on a straightline basis, over 5 years. During the second quarter of 2025, the Company updated its analysis of the economic lives of various owned rotable assets. As a result of this update, to better reflect the revised estimate of physical lives of rotable assets, the Company changed its useful lives estimate of rotable assets from 5 years to 10 years, effective as of January 1, 2025.

ASC Topic 250, “Accounting Changes and Error Corrections” (“ASC 250”), specifically ASC 250-10-45-17 states that, “changes in accounting estimates should not be accounted for by restating or retrospectively adjusting the amounts reported in prior period financial statements or by reporting pro forma amounts. Instead, a change in accounting estimate should be accounted for in the period of change and prospective periods.”

Adhering to the guidance found in ASC 250, the Company recognized the change in depreciation expense of Rotable assets prospectively as of January 1, 2025. The change in accounting estimate decreased depreciation expense $0.4 million, or $ 0.02 per diluted share, for the three months ended March 31, 2025.

Other assets

Other assets consist of the following:

    

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

Other non-current assets as of March 31, 2025 and September 30, 2024 consists primarily of deposits for medical claims required under the Company’s medical plan.

Accrued expenses

Accrued expenses consist of the following:

    

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

Warranty cost and accrual information for the three and six months ended March 31, 2025 is highlighted below:

    

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