SHAREHOLDERS' EQUITY | 9 Months Ended |
Jun. 30, 2014 |
SHAREHOLDERS' EQUITY | ' |
SHAREHOLDERS' EQUITY | ' |
NOTE 5 SHAREHOLDERS' EQUITY |
“Blank Check” Preferred Stock |
The Company is authorized to issue up to 4,000,000 shares of “blank check” preferred stock. The Board of Directors (the “Board”) has the authority and discretion, without shareholder approval, to issue preferred stock in one or more series for any consideration it deems appropriate, and to fix the relative rights and preferences thereof including their redemption, dividend and conversion rights. Of these shares, 1,500,000 shares have been authorized as the 6% Senior Convertible Preferred Stock and 100,000 shares have been authorized as the Series A Participating Preferred Stock. |
6% Senior Convertible Preferred Stock with Warrants |
On June 28, 2013, the Company completed the sale of (i) 381,674 shares of its newly authorized 6% Senior Convertible Preferred Stock, par value $0.01 per share (the “Convertible Preferred Stock”) and (ii) warrants to purchase a total of 381,674 shares of the Company's common stock (“Common Stock”) (the “Warrants” and together with the Convertible Preferred Stock, the “Securities”) to accredited investors in a private placement pursuant to the terms of securities purchase agreements, dated June 28, 2013, by and between the Company and each Investor. The June 28, 2013 private placement included purchases of Securities by two directors of the Company that, in the aggregate, purchased 114,502 shares of Convertible Preferred Stock and Warrants. |
6% Senior Convertible Preferred Stock with Warrants (Continued) |
On August 7, 2013, the Company completed the sale of (i) an additional 216,282 shares of its Convertible Preferred Stock and (ii) Warrants to purchase a total of 216,282 shares of the Company's Common Stock to accredited investors in a private placement pursuant to the terms of a securities purchase agreement, dated August 7, 2013, by and between the Company and such accredited investors. |
On August 14, 2013, the Company completed the sale of (i) an additional 50,890 shares of its Convertible Preferred Stock and (ii) Warrants to purchase a total of 50,890 shares of the Company's Common Stock to accredited investors in a private placement pursuant to the terms of a securities purchase agreement, dated August 14, 2013, by and between the Company and such accredited investors. |
The total aggregate purchase price paid by accredited investors via the June 28, 2013, August 7, 2013 and August 14, 2013 private placements (together, the “Investors”) for each share of Convertible Preferred Stock and Warrant was $1.965. The June 28, 2013, August 7, 2013 and August 14, 2013 private placements (together, the “Private Placements”) resulted in gross proceeds of approximately $1,275,000 to the Company. The Company has sold a total of 648,846 shares of Convertible Preferred Stock and Warrants to purchase 648,846 shares of Common Stock through these Private Placements. The Company may sell additional shares of Convertible Preferred Stock, together with related Warrants, in one or more subsequent closings. |
The total purchase price paid by the Investors for each share of Convertible Preferred Stock and Warrant purchased in the Closing was $1.965, consisting of (i) fair values ranging from $1.105 to $1.145 in respect of the Convertible Preferred Stock, plus (ii) fair values ranging from $0.82 to $0.86 in respect of the Warrant. The Warrants have an initial exercise price of $1.84 per share, subject to adjustment upon the occurrence of certain customary events. The Warrants are exercisable at any time on or after January 1, 2014 (the “Initial Exercise Date”) and terminate on the 10-year anniversary of the Initial Exercise Date. Each share of Convertible Preferred Stock is convertible into one share of Common Stock at an initial conversion price of $1.84 per share, subject to adjustment upon the occurrence of certain customary events (the “Conversion Price”). At the initial Conversion Price, the total of 648,846 shares of Convertible Preferred Stock issued in the Private Placement as of the date of the Closing are convertible into an aggregate of 692,919 shares of Common Stock. The proceeds from these Private Placements of $1,275,000 have been allocated to the Convertible Preferred Stock and the Warrants based upon their fair values assigned (net of issuance costs of approximately $69,000) of approximately $693,000 and $513,000, respectively, as of the dates of issuance. |
As of June 30, 2014 and September 30, 2013, the carrying value of the Convertible Preferred Stock was approximately $804,000 and $717,000, respectively, and is included on the Company's consolidated balance sheets as temporary equity. The change in the carrying value, or accretion, of the Convertible Preferred Stock from the issuance dates to June 30, 2014 is classified as a preferred stock dividend and is included as a component of “Net (loss) income applicable to common equity” in calculating loss per share, which was approximately $29,000 and $87,000 for the three and nine- month periods ended June 30, 2014. As a result of the Convertible Preferred Stock containing a beneficial conversion feature, whereby the accounting conversion price is lower than the fair value of the common stock, the Company recorded a preferred stock dividend in the amount of approximately $508,000 for the fiscal year ended September 30, 2013. This amount has been recorded as an increase to additional paid-in capital. |
Dividends on the Convertible Preferred Stock are payable, on a cumulative basis, in cash, at the rate per annum of 6% of the Liquidation Preference (as defined below) and are payable quarterly, in arrears, on each March 31, June 30, September 30 and December 31, which commenced on September 30, 2013. The Company is prohibited from paying any dividend with respect to shares of Common Stock or other junior securities in any quarter unless full dividends are paid on the Convertible Preferred Stock in such quarter. Dividends on the Convertible Preferred Stock totaled approximately $19,000 and $57,000 for the three and nine-month periods ended June 30, 2014. These dividends, in addition to the accretion, totaled approximately $48,000 and $145,000 for the three and nine-month periods ended June 30, 2014. |
6% Senior Convertible Preferred Stock with Warrants (Continued) |
In the event of a liquidation (or deemed liquidation, as described below) of the Company, the holders of the Convertible Preferred Stock shall receive in preference to the holders of Common Stock and any junior securities of the Company an amount (the “Liquidation Preference”) equal to (i) $1.965 (the “Original Issue Price”) per each outstanding share of Convertible Preferred Stock (subject to adjustment upon the occurrence of certain customary events), plus (ii) any accrued but unpaid dividends. A Change of Control of the Company (as defined in the Certificate of Amendment) will be treated as a liquidation at the option of the holders of a majority of the Convertible Preferred Stock; provided that the amount paid to holders of Convertible Preferred Stock in such event will be equal to 101% of the Original Issue Price, plus accrued but unpaid dividends. |
Each share of Convertible Preferred Stock is convertible at any time, at the option of the holder, into shares of Common Stock at the then applicable Conversion Price. In addition, upon the consent of 80% of the holders of the Convertible Preferred Stock, the Convertible Preferred Stock automatically will be converted to shares of Common Stock at the then-applicable Conversion Price. |
On or after June 28, 2018, the Company may, at its option and upon at least 30 days prior written notice to the holders of the Convertible Preferred Stock, redeem all or any portion of the outstanding Convertible Preferred Stock in cash at a redemption price equal to the full Liquidation Preference as of the redemption date. In addition, at any time on or after June 28, 2023, each holder of the Convertible Preferred Stock will have the right to require the Company to redeem (provided that funds are legally available to do so) all or any portion of such holder's outstanding Convertible Preferred Stock at a redemption price equal to the full Liquidation Preference of such shares of Convertible Preferred Stock as of the redemption date. |
The Convertible Preferred Stock will vote together with the Common Stock on an as-converted basis on all matters except as required by law. In addition, for so long as 50% of the shares of Convertible Preferred Stock remains outstanding, without the approval of the holders of a majority of the Convertible Preferred Stock, voting as a separate class, the Company may not: (i) authorize or issue any equity security senior to the Convertible Preferred Stock; (ii) declare or pay any dividends on the Common Stock or any series of preferred stock that ranks junior to the Convertible Preferred Stock; (iii) increase or decrease the total number of authorized shares of Convertible Preferred Stock; (iv) alter or change the rights, preferences or privileges of the Convertible Preferred Stock so as to affect materially and adversely the Convertible Preferred Stock; or (v) increase the authorized capitalization of the Company, or otherwise amend its certificate of incorporation or bylaws in a manner which adversely affects the rights or preferences of the Convertible Preferred Stock. |
During the quarter ended March 31, 2014, the Company met the requirements of the registration rights agreement for registering the underlying common shares, therefore the then fair value of the warrants of $600,000 (net of issuance costs) was reclassified to additional paid-in capital in the accompanying consolidated balance sheet at March 31, 2014. As of September 30, 2013, the liability associated with the warrants was approximately $464,000 (net of issuance costs) and was included in “Accrued expenses and other current liabilities” in the Company's consolidated balance sheet. |
6% Senior Convertible Preferred Stock with Warrants (Continued) |
The fair value of the Warrants was determined using a Black-Scholes closed-form call option pricing model, which is considered a level 3 instrument under the fair value hierarchy. The fair values of the Warrants were estimated using the following assumptions as of March 31, 2014 (the date of the reclassification) and September 30, 2013: |
| | March 31, 2014 | | | September 30, 2013 | | | | | | | | | | | | | | | | | | | | | | | |
Risk-free interest rate | | | 2.7 | % | | | | 2.6 | % | | | | | | | | | | | | | | | | | | | | | | | |
Dividend yield | | | -- | | | | | -- | | | | | | | | | | | | | | | | | | | | | | | | |
Volatility | | | 32.9 | % | | | | 30 | % | | | | | | | | | | | | | | | | | | | | | | | |
Expected term (in years) | | | 9.75 | | | | | 10.3 | | | | | | | | | | | | | | | | | | | | | | | | |
The change in the fair value of the convertible preferred stock warrant liability for the nine months ended June 30, 2014 is summarized below: |
Balance at September 30, 2013 | | $ | 493,123 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Increase in fair value | | | 136,258 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of fair value of warrants at March 31, 2014 | | | (629,381 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2014 | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The following table presents the Company's fair value hierarchy for liabilities, consisting of a warrant liability, measured at fair value, prior to issuance costs, at September 30, 2013 (as noted above the fair value of the warrants liability was reclassified to additional paid-in capital at March 31, 2014). |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | | | | | | | | |
Warranty liability at September 30, 2013 | | $ | -- | | | | $ | -- | | | | $ | 493,123 | | | | $ | 493,123 | | | | | | | | | | | | | | |
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Anti-takeover Provisions |
Shareholder Rights Plan |
On April 26, 2013, the Board adopted a Shareholder Rights Plan, as set forth in the Rights Agreement dated as of April 26, 2013 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. Pursuant to the Rights Agreement, the Board declared a dividend distribution of one Right (a “Right”) for each outstanding share of Company Common Stock, par value $0.01 per share (the “Common Stock”) to shareholders of record at the close of business on May 6, 2013, which date will be the record date, and for each share of Common Stock issued (including shares distributed from treasury) by the Company thereafter and prior to the Distribution Date (as described below and defined in the Rights Agreement). Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), at an exercise price of $4.00 per one one-thousandth of a share of Series A Preferred Stock, subject to adjustment. |
Anti-takeover Provisions (Continued) |
Shareholder Rights Plan (Continued) |
Initially, no separate Rights Certificates will be distributed and instead the Rights will attach to all certificates representing shares of outstanding Common Stock. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and become exercisable on the distribution date (the “Distribution Date”), which will occur on the earlier of (i) the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person (as defined in the Rights Agreement) has acquired beneficial ownership of 20% or more of the Common Stock then outstanding or (ii) the 10th business day (or such later date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in a person or group of affiliated and associated persons beneficially owning 20% or more of the Common Stock then outstanding. |
“Blank Check” Preferred Stock |
As discussed above, the Company is authorized to issue up to 4,000,000 shares of “blank check” preferred stock. The Board has the authority and discretion, without shareholder approval, to issue preferred stock in one or more series for any consideration it deems appropriate, and to fix the relative rights and preferences thereof including their redemption, dividend and conversion rights. Of these shares, 1,500,000 shares have been authorized as the 6% Senior Convertible Preferred Stock and 100,000 shares have been authorized as the Series A Participating Preferred Stock. |
Stock Repurchase |
In September 2002 and January 2004, the Board authorized the repurchase of up to an aggregate of 486,200 shares of outstanding common stock. Under those authorizations, as of June 30, 2014, the Company had repurchased an aggregate of 172,603 shares at a cost of approximately $403,000, but none during the three and nine-month periods ended June 30, 2014 and 2013. |
Changes in Shareholders' Equity |
Changes in shareholders' equity for the nine-month period ended June 30, 2014 are summarized below: |
| | | | Common Stock | | | | | | Treasury Stock | | |
| | Total | | Number of Shares | | Par Value | | Additional Paid-in | | Retained Earnings (Accumulated Deficit) | | Number of | | Amount | | Accumulated Other Comprehensive Income (Loss) |
Capital | Shares |
Balance at September 30, 2013 | | $ | 9,394,310 | | | | 8,819,095 | | | $ | 88,191 | | | $ | 17,965,327 | | | $ | (7,378,700 | ) | | | 706,410 | | | $ | (1,260,057 | ) | | $ | (20,451 | ) |
Share-based compensation | | | 203,110 | | | | 83,123 | | | | 831 | | | | 202,279 | | | | -- | | | | -- | | | | -- | | | | -- | |
Preferred stock accretion and dividends | | | (144,571 | ) | | | -- | | | | -- | | | | -- | | | | (144,571 | ) | | | -- | | | | -- | | | | -- | |
Foreign currency translation | | | 1,144 | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | 1,144 | |
Reclassification of Warrant liability | | | 599,929 | | | | -- | | | | -- | | | | 599,929 | | | | -- | | | | -- | | | | -- | | | | -- | |
Net income | | | 70,322 | | | | -- | | | | -- | | | | -- | | | | 70,322 | | | | -- | | | | -- | | | | -- | |
Balance at June 30, 2014 | | $ | 10,124,244 | | | | 8,902,218 | | | $ | 89,022 | | | $ | 18,767,535 | | | $ | (7,452,949 | ) | | | 706,410 | | | $ | (1,260,057 | ) | | $ | (19,307 | ) |
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