Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Dec. 31, 2014 | Feb. 11, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | FORWARD INDUSTRIES INC | |
Entity Central Index Key | 38264 | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | FORD | |
Entity Common Stock, Shares Outstanding | 8,371,380 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $4,982,572 | $6,477,132 |
Marketable securities | 1,051,230 | |
Accounts receivable | 6,154,249 | 6,124,871 |
Inventories | 2,595,050 | 2,374,837 |
Prepaid expenses and other current assets | 445,117 | 401,549 |
Total current assets | 14,176,988 | 16,429,619 |
Property and equipment, net | 105,233 | 98,990 |
Other assets | 40,962 | 40,962 |
Total assets | 14,323,183 | 16,569,571 |
Current liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | 1,105,959 | 1,218,541 |
Due to Forward China | 4,593,257 | 5,215,768 |
Total current liabilities | 5,699,216 | 6,434,309 |
Other liabilities | 126,507 | 115,202 |
Total Liabilities | 5,825,723 | 6,549,511 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock, par value $0.01 per share; 40,000,000 shares authorized; 8,443,046 and 9,159,796 shares issued; 8,443,046 and 8,453,386 shares outstanding; at December 31, 2014 and September 30, 2014, respectively | 84,431 | 91,598 |
Additional paid-in capital | 17,493,861 | 18,747,371 |
Treasury stock, 0 and 706,410 shares at cost at December 31, 2014 and September 30, 2014, respectively | -1,260,057 | |
Accumulated deficit | -10,347,291 | -8,371,806 |
Accumulated other comprehensive loss | -21,278 | -20,411 |
Total shareholders' equity | 7,209,723 | 9,186,695 |
Total liabilities and shareholders' equity | 14,323,183 | 16,569,571 |
Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
6% Senior convertible preferred stock, par value $0.01 per share; 1,500,000 shares authorized; 648,846 shares issued and outstanding (aggregate liquidation value of $1,287,737 and $1,275,000 as of December 31, 2014 and September 30, 2014, respectively) | 1,287,737 | 833,365 |
Series A Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred stock, par value $0.01 per share; 4,000,000 shares authorized; 2,400,000 undesignated: Series A participating preferred stock, par value $0.01; 100,000 shares authorized; no shares issued and outstanding |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2014 | |
Temporary equity, liquidation preference (in dollars) | $1,287,737 | $1,275,000 |
Preferred Stock, Shares Undesignated | 2,400,000 | 2,400,000 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 4,000,000 | 4,000,000 |
Common stock, par or stated value per share (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 8,443,046 | 9,159,796 |
Common stock, shares outstanding (in shares) | 8,443,046 | 8,453,386 |
Treasury Stock, shares (in shares) | 0 | 706,410 |
Convertible Preferred Stock [Member] | ||
Preferred Stock, Dividend Rate, Percentage | 6.00% | |
Temporary equity, par or stated value per share (in dollars per share) | $0.00 | |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 1,500,000 | 1,500,000 |
Preferred stock, shares issued (in shares) | 648,846 | 648,846 |
Preferred stock, shares outstanding (in shares) | 648,846 | 648,846 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, shares issued (in shares) | ||
Preferred stock, shares outstanding (in shares) |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Net sales | $7,943,860 | $8,415,477 |
Cost of goods sold | 6,381,439 | 6,570,277 |
Gross profit | 1,562,421 | 1,845,200 |
Operating expenses | ||
Sales and marketing | 682,457 | 616,707 |
General and administrative | 2,470,424 | 856,516 |
Total operating expenses | 3,152,881 | 1,473,223 |
(Loss) income from operations | -1,590,460 | 371,977 |
Other (income) expense: | ||
Interest income | -3,015 | -8,518 |
Loss on marketable securities, net | 110,001 | 80,839 |
Other expense (income), net | 3,308 | -47,162 |
Total other expense, net | 110,294 | 25,159 |
(Loss) income from continuing operations | -1,700,754 | 346,818 |
Income from discontinued operations, net | 198,963 | 4,609 |
Net (loss) income | -1,501,791 | 351,427 |
Preferred stock dividends and accretion | -473,694 | -48,898 |
Net (loss) income applicable to common equity | -1,975,485 | 302,529 |
Net (loss) income | -1,501,791 | 351,427 |
Other comprehensive (loss) income: | ||
Translation adjustments | -867 | 479 |
Comprehensive (loss) income | ($1,502,658) | $351,906 |
Net (loss) income per basic and diluted common shares: | ||
(Loss) income from continuing operations (in dollars per share) | ($0.25) | $0.04 |
Income from discontinued operations | $0.02 | $0 |
Net (loss) income per share (in dollars per share) | ($0.23) | $0.04 |
Weighted average number of common and common equivalent shares outstanding | ||
Basic | 8,443,391 | 8,160,571 |
Diluted | 8,443,391 | 8,171,011 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From Operating Activities: | ||
Net loss | ($1,501,791) | $351,427 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Realized and unrealized loss on marketable securities | 110,001 | 80,839 |
Share-based compensation | 11,579 | 26,793 |
Depreciation and amortization | 16,963 | 18,103 |
Change in fair value of warrant liability | -51,908 | |
Deferred rent | 11,305 | -17,965 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -29,378 | -1,696,920 |
Inventories | -220,213 | -15,701 |
Prepaid expenses and other current assets | -43,568 | 41,314 |
Accounts payable, due to Forward China, accrued expenses and other current liabilities | -735,960 | 246,323 |
Net cash used in operating activities | -2,381,062 | -1,017,695 |
Cash Flows From Investing Activities: | ||
Proceeds from sales of marketable securities | 952,127 | 3,932,253 |
Purchases of marketable securities | -10,898 | -4,102,088 |
Purchases of property and equipment | -23,206 | -11,070 |
Net cash provided by (used in) investing activities | 918,023 | -180,905 |
Cash Flows From Financing Activities: | ||
Dividends paid | -19,322 | -19,282 |
Restricted stock repurchased and retired | -12,199 | |
Net cash used in financing activities | -31,521 | -19,282 |
Net decrease in cash and cash equivalents | -1,494,560 | -1,217,882 |
Cash and cash equivalents at beginning of period | 6,477,132 | 6,616,995 |
Cash and cash equivalents at end of period | 4,982,572 | 5,399,113 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Preferred stock accretion | 454,372 | 29,619 |
Retirement of treasury stock | $1,260,057 |
OVERVIEW
OVERVIEW | 3 Months Ended |
Dec. 31, 2014 | |
Overview [Abstract] | |
Nature Of Operations [Text Block] | NOTE 1 OVERVIEW |
Forward Industries, Inc. (“Forward” or the “Company”) was incorporated under the laws of the State of New York and began operations in 1961 as a manufacturer and distributor of specialty and promotional products. The Company designs, markets, and distributes carry and protective solutions, primarily for hand held electronic devices. The Company’s principal customer market is original equipment manufacturers, or “OEMs” (or the contract manufacturing firms of these OEM customers), that either package their products as accessories “in box” together with their branded product offerings, or sell them through their retail distribution channels. The Company’s OEM products include carrying cases and other accessories for medical monitoring and diagnostic kits and a variety of other portable electronic and non-electronic products (such as sporting & recreational products, bar code scanners, smartphones, GPS location devices, tablets, and firearms). The Company’s OEM customers are located in the Americas, the EMEA Region, and the APAC Region. The Company does not manufacture any of its OEM products and sources substantially all of its OEM products from independent suppliers in China (refer to Note 8 – Buying Agency and Supply Agreement). | |
On June 21, 2012, the Company determined to exit its global retail business and focus solely on growing its OEM business. The decision to eliminate the Retail division was primarily driven by the longer than estimated path to bring it to profitability and the strong top line growth and cost rationalizations in the OEM business. The Retail business is presented as discontinued operations. | |
On December 30, 2014, the Company held its 2014 annual meeting of shareholders (the “2014 Annual Meeting”) primarily for the purpose of electing either a slate of directors proposed by the then-incumbent board of directors or a slate of directors proposed by Terence Bernard Wise, a director and significant shareholder in the Company at the time. At the 2014 Annual Meeting, the Company’s shareholders voted for the election of the slate of directors proposed by Mr. Wise, which resulted in the turnover of a majority of the Company’s directors. | |
In the opinion of management, the accompanying condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q reflect all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows for the interim periods presented herein, but are not necessarily indicative of the results of operations for the year ended September 30, 2015. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and with the disclosures and risk factors presented herein and therein, respectively. The September 30, 2014 condensed consolidated balance sheet has been derived from the audited consolidated financial statements. |
ACCOUNTING_POLICIES
ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 ACCOUNTING POLICIES |
Accounting Estimates | |
The preparation of the Company’s condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. | |
Basis of Presentation | |
The accompanying condensed consolidated financial statements include the accounts of Forward Industries, Inc. and its wholly owned subsidiaries (Forward US, Forward Switzerland, Forward HK (inactive) and Forward UK (inactive)). All significant intercompany transactions and balances have been eliminated in consolidation. | |
Reclassifications | |
Certain prior period amounts have been reclassified to conform to the current period presentation. | |
Income Taxes | |
The Company accounts for its income taxes in accordance with U.S. GAAP, which requires, among other things, recognition of future tax benefits and liabilities measured at enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities and to net tax operating loss carry-forwards to the extent that realization of these benefits is more likely than not. As of December 31, 2014, there was no change to our assessment that a full valuation allowance was required against all net deferred tax assets. Accordingly, any deferred tax provision was offset by an equal and opposite change to the valuation allowance. | |
6% Senior Convertible Preferred Stock | |
Temporary Equity | |
The 6% Senior Convertible Preferred Stock has been classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) 480-10-s99 - Distinguishing Liabilities from Equity – Overall – SEC Materials and Accounting Series Release (“ASR”) 268 – Presentation in Financial Statements of “Redeemable Preferred Stock”, as the redemption feature is not solely within the control of the Company. | |
Warrants | |
In accordance with ASC 815-40 – Derivatives and Hedging – Contracts in Entity’s Own Equity, the Company’s warrants were initially classified as a liability, at fair value, as a result of a related registration rights agreement that contained certain requirements for registering the underlying common shares, but has no provision for penalties upon the failure to register. At each balance sheet date, this liability’s fair value was re-measured and adjusted with the corresponding change in fair value recorded in the condensed consolidated statements of operations and comprehensive (loss) income. As of March 31, 2014, the underlying shares were registered and the liability was marked-to-the-market and reclassified to equity. | |
Preferred Stock Accretion | |
As of the issuance date, the carrying amount of the convertible preferred stock was less than the redemption value. As a result of the Company’s determination that redemption is probable (See Note 10 – Subsequent Events), the carrying value was increased by periodic accretions so that the carrying value will equal the redemption amount at the earliest redemption date. Such accretion is recorded as a preferred stock dividend. | |
Revenue Recognition | |
The Company generally recognizes revenue from product sales to its customers when: (1) title and risk of loss are transferred (in general, these conditions occur at either point of shipment or point of destination, depending on the terms of sale); (2) persuasive evidence of an arrangement exists; (3) the Company has no continuing obligations to the customer; and (4) collection of the related accounts receivable is reasonably assured. | |
Share-Based Payment Expense | |
The Company recognizes employee and director share-based compensation in its condensed consolidated statements of operations and comprehensive (loss) income at the grant-date fair value of stock options and other equity-based compensation. The determination of stock option grant-date fair value is estimated using the Black-Scholes option-pricing model, which includes variables such as the expected volatility of the Company’s share price, the exercise behavior of its grantees, interest rates, and dividend yields. These variables are projected based on the Company’s historical data, experience, and other factors. In the case of awards with multiple vesting periods, the Company has elected to use the graded vesting attribution method, which recognizes compensation cost on a straight-line basis over each separately vesting portion of the award as if the award was, in-substance, multiple awards. Refer to Note 5 – Share Based Compensation. In addition, the Company recognizes share-based compensation to non-employees based upon the fair value, using the Black-Scholes option pricing model, determined at the deemed measurement dates over the related contract service period. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This ASU addresses the requirements regarding the financial statement presentation of an unrecognized tax benefit within ASC Topic 740 for the purpose of providing consistency between the financial reporting of U.S. GAAP entities. Generally, this ASU provides guidance for the preparation of financial statements and disclosures when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2013 and did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 3 DISCONTINUED OPERATIONS | ||||||||
On June 21, 2012, the Company determined to exit its global retail business and focus solely on growing its OEM business. The decision to eliminate the Retail division was primarily driven by the longer than estimated path to bring it to profitability and the strong net sales growth and cost rationalizations in the OEM business. Accordingly, the results of operations for the Retail division have been recorded as discontinued operations in the accompanying condensed consolidated financial statements for the periods presented. The Company has completed its exit of its Retail business. Summarized operating results of discontinued operations are presented in the following table: | |||||||||
For the Three Months Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net sales | $ | - | $ | - | |||||
Gross loss | - | (9,700 | ) | ||||||
Operating (expenses) benefit | (1,082 | ) | 14,239 | ||||||
Other income | 200,045 | 70 | |||||||
Income from discontinued operations, net | $ | 198,963 | $ | 4,609 | |||||
The Company had $280,000 of accounts receivable relating to overdue payments pursuant to a Settlement Agreement and General Release (“Settlement Agreement”) executed on July 3, 2013 between the Company and G-Form LLC (“G-Form”) in exchange for certain retail inventories, the Company’s cooperation with certain administrative matters, and a mutual general release. Due to the age of the accounts receivable and G-Form’s non-responsiveness to the Company’s communication related to the matter, the Company established a full reserve for this receivable as of September 30, 2014. In December 2014, the Company recovered $200,000 from a third party, which was recognized as other income during the three months ended December 31, 2014. |
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||
Stockholders Equity Note Disclosure [Text Block] | NOTE 4 SHAREHOLDERS’ EQUITY | ||||||||||||||||||||||||||||||||
6% Senior Convertible Preferred Stock and Warrants | |||||||||||||||||||||||||||||||||
In the event of a liquidation (or deemed liquidation, as described below) of the Company, the holders of the Company’s 6% Senior Convertible Preferred Stock, par value $0.001 per share (“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. | |||||||||||||||||||||||||||||||||
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, commencing 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 for each of the three months ended December 31, 2014 and 2013, respectively. These dividends, in addition to the accretion totaled approximately $474,000 and $49,000 for the three months ended December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||
As of December 31, 2014 and September 30, 2014, the carrying value of the Convertible Preferred Stock was $1,287,737 and $833,365, respectively, and is included on the Company’s condensed consolidated balance sheets as temporary equity. The change in the carrying value, or accretion, of the Convertible Preferred Stock from the issuance dates to December 31, 2014 is classified as a preferred stock dividend, which was approximately $455,000 and $30,000 for the three month periods ended December 31, 2014 and 2013, respectively, and is included as a component of “net loss applicable to common equity” in calculating (loss) income per share. At the December 30, 2014 Annual Meeting, the shareholder vote resulted in the turnover of a majority of the Board members, which represented a Change of Control pursuant to the terms of the Convertible Preferred Stock. Given that a majority of the Convertible Preferred Stock holders may now elect to treat the Change of Control as a deemed dividend resulting in the redemption of their shares, which the Company deemed probable, the Company accreted the carrying value of the Convertible Preferred Stock to its $1,287,737 redemption value based on 101% of the Original Issue Price. | |||||||||||||||||||||||||||||||||
See Note 10 – Subsequent Events. | |||||||||||||||||||||||||||||||||
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, through December 31, 2014, the Company repurchased an aggregate of 223,614 shares at a cost of approximately $485,000. In November 2014, the Company repurchased and retired an aggregate of 10,340 shares of its outstanding restricted common stock at a cost of approximately $12,000, in connection with the vesting of employee restricted stock awards, wherein certain employees surrendered a portion of their award in order to fund certain tax withholding obligations. | |||||||||||||||||||||||||||||||||
On December 5, 2014, the Board of Directors approved the retirement of the 10,340 repurchased shares, 30,000 shares forfeited during the three months ended December 31, 2014, plus the 706,410 shares of existing treasury stock. | |||||||||||||||||||||||||||||||||
Changes in Shareholders’ Equity | |||||||||||||||||||||||||||||||||
Changes in shareholders’ equity for the three month period ended December 31, 2014 are summarized below: | |||||||||||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||||||||||
Additional | Other | ||||||||||||||||||||||||||||||||
Common Stock | Paid-In | Treasury Stock | Accumulated | Comprehensive | |||||||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Deficit | Loss | Total | ||||||||||||||||||||||||||
Balance - September 30, 2014 | 9,159,796 | $ | 91,598 | $ | 18,747,371 | 706,410 | $ | (1,260,057 | ) | $ | (8,371,806 | ) | $ | (20,411 | ) | $ | 9,186,695 | ||||||||||||||||
Restricted stock award issuances | 30,000 | 300 | (300 | ) | - | - | - | - | - | ||||||||||||||||||||||||
Restricted stock award forfeitures | (30,000 | ) | (300 | ) | 300 | - | - | - | - | - | |||||||||||||||||||||||
Restricted stock repurchased and retired | (10,340 | ) | (103 | ) | (12,096 | ) | - | - | - | - | (12,199 | ) | |||||||||||||||||||||
Treasury stock retired | (706,410 | ) | (7,064 | ) | (1,252,993 | ) | (706,410 | ) | 1,260,057 | - | - | - | |||||||||||||||||||||
Share-based compensation | - | - | 11,579 | - | - | - | - | 11,579 | |||||||||||||||||||||||||
Preferred stock dividends | - | - | - | - | - | (19,322 | ) | - | (19,322 | ) | |||||||||||||||||||||||
Preferred stock accretion | - | - | - | - | - | (454,372 | ) | - | (454,372 | ) | |||||||||||||||||||||||
Foreign currency translation | - | - | - | - | - | - | (867 | ) | (867 | ) | |||||||||||||||||||||||
Net loss | - | - | - | - | - | (1,501,791 | ) | - | (1,501,791 | ) | |||||||||||||||||||||||
Balance - December 31, 2014 | 8,443,046 | $ | 84,431 | $ | 17,493,861 | - | $ | - | $ | (10,347,291 | ) | $ | (21,278 | ) | $ | 7,209,723 |
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Text Block] | NOTE 5 SHARE-BASED COMPENSATION | ||||||||||||||||||||
Stock Option Awards | |||||||||||||||||||||
The fair value of each stock option on the date of grant was estimated using a Black-Scholes option-pricing formula applying the following assumptions for the three month period ended December 31, 2013: | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Risk free interest rate | 5 | % | |||||||||||||||||||
Expected term (years) | 1.5 | ||||||||||||||||||||
Expected volatility | 67.6 | % | |||||||||||||||||||
Expected dividends | 0 | % | |||||||||||||||||||
Estimated annual forfeiture rate | 10 | % | |||||||||||||||||||
There were no options granted during the three months ended December 31, 2014. During the three months ended December 31, 2013, the Company granted 32,500 stock options at a weighted average grant date fair value of $0.90 per share. | |||||||||||||||||||||
The expected term represents the period over which the stock option awards are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company based the risk-free interest rate used in its assumptions on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the award’s expected term. The volatility factor used in the Company’s assumptions is based on the historical price of its stock over the most recent period commensurate with the expected term of the award. The Company historically has not paid any dividends on its common stock and had no intention to do so on the date the share-based awards were granted. | |||||||||||||||||||||
The Company recognized compensation expense of approximately $12,000 and $27,000 in continuing operations for stock option awards in its condensed consolidated statements of operations and comprehensive (loss) income for the three month periods ended December 31, 2014 and 2013, respectively. | |||||||||||||||||||||
As of December 31, 2014, there was approximately $24,000 of total unrecognized compensation cost related to unvested stock option awards, which is expected to be recognized over the remainder of the weighted average vesting period of 0.9 years. | |||||||||||||||||||||
The following table summarizes stock option activity during the three months ended December 31, 2014: | |||||||||||||||||||||
Number of | Weighted | Weighted | Intrinsic | ||||||||||||||||||
Options | Average | Average | Value | ||||||||||||||||||
Exercise | Remaining | ||||||||||||||||||||
Price | Life | ||||||||||||||||||||
In Years | |||||||||||||||||||||
Outstanding, September 30, 2014 | 778,500 | $ | 2.7 | ||||||||||||||||||
Granted | - | - | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||
Forfeited | (160,000 | ) | 2.05 | ||||||||||||||||||
Outstanding, December 31, 2014 | 618,500 | $ | 3.4 | 6.1 | $ | - | |||||||||||||||
Exercisable, December 31, 2014 | 490,916 | $ | 3.23 | 5.8 | $ | - | |||||||||||||||
The table below provides additional information regarding stock option awards that were outstanding and exercisable at December 31, 2014: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Exercise | Weighted | Outstanding | Weighted | Weighted | Exercisable | ||||||||||||||||
Price | Average | Number of | Average | Average | Number of | ||||||||||||||||
Exercise | Options | Exercise | Remaining Life | Options | |||||||||||||||||
Price | Price | In Years | |||||||||||||||||||
$1.23 to $1.99 | $ | 1.42 | 105,000 | $ | 1.39 | 7.1 | 88,334 | ||||||||||||||
$2.00 to $2.99 | 2.47 | 111,000 | 2.46 | 4.7 | 108,000 | ||||||||||||||||
$3.00 to $3.99 | 3.52 | 322,500 | 3.47 | 6.3 | 264,582 | ||||||||||||||||
$4.00 to $5.99 | 5.31 | 50,000 | - | - | - | ||||||||||||||||
$6.00 to $6.99 | 6.02 | 20,000 | 6.02 | 1.3 | 20,000 | ||||||||||||||||
$7.00 to $15.91 | 15.91 | 10,000 | 15.91 | 0.3 | 10,000 | ||||||||||||||||
618,500 | 490,916 | ||||||||||||||||||||
Restricted Stock Awards | |||||||||||||||||||||
On December 5, 2014, the Company granted an aggregate of 30,000 shares of restricted stock to directors of the Company, pursuant to the 2011 Plan. The shares vest on the one-year anniversary from the date of grant. The aggregate grant date value of $34,800 will be recognized proportionate to the vesting period. | |||||||||||||||||||||
During the three months ended December 31, 2014 and 2013, the Company recognized approximately $(0) and $(1,000) of compensation, net of forfeitures, from continuing operations in its condensed consolidated statements of operations and comprehensive (loss) income related to restricted stock awards. | |||||||||||||||||||||
As of December 31, 2014, there was approximately $20,000 of unrecognized compensation cost related to shares of unvested restricted stock, which is expected to be recognized over the remainder of the weighted average vesting period of 1.0 years. | |||||||||||||||||||||
The following table summarizes restricted stock activity during the three months ended December 31, 2014: | |||||||||||||||||||||
Number of | Weighted | Total | |||||||||||||||||||
Shares | Average | Grant Date | |||||||||||||||||||
Grant Date | Fair Value | ||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Non-vested, September 30, 2014 | 257,581 | $ | 1.32 | $ | 340,044 | ||||||||||||||||
Granted | 30,000 | 1.16 | 34,800 | ||||||||||||||||||
Vested | (142,958 | ) | 1.35 | (192,481 | ) | ||||||||||||||||
Forfeited | (30,000 | ) | 1.59 | (47,700 | ) | ||||||||||||||||
Non-vested, December 31, 2014 | 114,623 | $ | 1.17 | $ | 134,663 |
LOSS_INCOME_PER_SHARE
(LOSS) INCOME PER SHARE | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share [Text Block] | NOTE 6 (LOSS) INCOME PER SHARE | ||||||||
Basic (loss) income per share data for each period presented is computed using the weighted-average number of shares of common stock outstanding during each such period. Diluted (loss) income per share data is computed using the weighted-average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of (a) shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method, (b) shares that would be issued upon the conversion of convertible preferred stock and (c) shares of non-vested restricted stock. Net (loss) income from continuing operations per basic and diluted share for the three months ended December 31, 2014 and 2013 is net of preferred stock cash dividends and accretion. | |||||||||
The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | |||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Options | 618,500 | 808,500 | |||||||
Warrants | 723,846 | 723,846 | |||||||
Convertible preferred stock | 692,919 | 692,919 | |||||||
Non-vested restricted stock | 114,623 | 322,581 | |||||||
Total potentially dilutive shares | 2,149,888 | 2,547,846 |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments Contingencies and Guarantees [Text Block] | NOTE 7 COMMITMENTS AND CONTINGENCIES | |
Employment Agreement | ||
An executive’s employment agreement provides for successive one-year renewal terms, unless either party provides written notice of its intention not to renew the agreement not later than 90 days prior to the end of the term (or renewal period). In the event of the termination of the executive’s employment, depending on the circumstances, the executive could be entitled to receive a severance payment which could be up to (12) twelve months of his salary, and under certain circumstances, the immediate vesting of any unvested options pursuant to applicable equity compensation plans, as well as any accrued discretionary bonus. See Note 10 – Subsequent Events. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | NOTE 8 RELATED PARTY TRANSACTIONS | |
New York Office Services Agreement | ||
On February 1, 2014, the Company began leasing office space in New York, New York for its Chief Executive Officer at a rate of $2,500 per month from LaGrange Capital Administration, L.L.C. (“LCA”). Frank LaGrange Johnson, the Company’s former Chairman of the Board, serves as the Managing Member of LCA. This lease was month-to-month and was cancellable by either the Company or LCA at any time. Effective April 1, 2014, LCA increased the monthly rental charge (inclusive of rent, allocable share of office assistant, and equipment leases) from $2,500 to approximately $12,700 per month. During the three months ended December 31, 2014, the Company recognized approximately $38,000 of rent expense related to the New York office. See Note 10 – Subsequent Events. | ||
Buying Agency and Supply Agreement | ||
On March 12, 2012, the Company, entered into a Buying Agency and Supply Agreement (the “Agreement”) with Forward Industries Asia-Pacific Corporation (f/k/a Seaton Global Corporation), a British Virgin Islands corporation (“Forward China”). On March 13, 2014, the Company entered into Amendment No. 1 to the Agreement with Forward China, dated as of March 11, 2014. The Agreement, as amended, provides that, upon the terms and subject to the conditions set forth therein, Forward China will act as the Company’s exclusive buying agent and supplier of Products (as defined in the Agreement) in the Asia Pacific region. The Company purchases products at Forward China’s cost and pays a service fee to Forward China. The service fee is calculated at $100K monthly plus 4% of “Adjusted Gross Profit.” “Adjusted Gross Profit” is defined as the selling price less the cost from Forward China. The Agreement, as amended, terminates on March 11, 2015, subject to renewal. Terence Bernard Wise, a director of the Company, is a principal of Forward China. In addition, Jenny P. Yu, a Managing Director of Forward China, owns shares of the Company’s common stock. The Company incurred approximately $287,000 and $295,000, respectively, during the three months ended December 31, 2014 and 2013 in service fees paid to Forward China, which are included as a component of costs of goods sold in continuing operations in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. | ||
Investment Management Agreement | ||
On April 16, 2013, the Company entered into an Investment Management Agreement (the “Investment Management Agreement”) with LCA, pursuant to which the Company retained LCA to manage certain investment accounts funded by the Company (collectively, the “Account”). | ||
As compensation for its services to the Company, LCA shall be entitled to advisory fees, comprised of an asset-based fee and a performance fee, as provided in the Investment Management Agreement. The asset-based fee will equal 1% per annum of the average Account Net Asset Value (“Account NAV”). The performance fee will equal 20% of the increase (if any) in the Account NAV over an annual period. No performance fee will be payable for any annual period in which the Account NAV at the end of such annual period is below the highest Account NAV at the end of any previous annual period. In addition to such advisory fees, the Company will reimburse LCA for certain investment and operational expenses. The Company recorded $0 and $3,000 of expense during the three months ended December 31, 2014 and 2013, respectively, related to asset-based or performance fees which are included in continuing operations in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. | ||
The Investment Management Agreement is effective as of February 1, 2013 and shall continue until the second anniversary of the effective date. Thereafter, the term of the Investment Management Agreement shall automatically renew for additional one year terms unless terminated in accordance with the terms of the Investment Management Agreement or if a party provides notice to the other party no less than 60 days prior to the end of a term of its decision to terminate the Investment Management Agreement at the end of the then current term. | ||
There were no new funds invested with LCA during the three months ended December 31, 2014 and 2013. During the three months ended December 31, 2014 and 2013, the Company purchased approximately $11,000 and $4,102,000 of marketable securities, respectively. During the three months ended December 31, 2014 and 2013, the Company sold approximately $952,000 and $3,932,000 of marketable securities, respectively. As a result of these activities, the Company recognized approximately $110,000 and $81,000 of net investment losses during the three months ended December 31, 2014 and 2013, respectively. | ||
See Note 10 – Subsequent Events. |
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended | |
Dec. 31, 2014 | ||
Legal Matters and Contingencies [Abstract] | ||
Legal Matters and Contingencies [Text Block] | NOTE 9 LEGAL PROCEEDINGS | |
From time to time, the Company may become a party to other legal actions or proceedings in the ordinary course of its business. As of December 31, 2014, there were no such actions or proceedings, either individually or in the aggregate, other than as described below, that, if decided adversely to the Company’s interests, the Company believes would be material to its business. | ||
On July 15, 2014, Terence Bernard Wise, a director of the Company, filed a derivative complaint in Supreme Court of the State of New York, New York County, against then-directors (now former directors) Frank LaGrange Johnson, Robert Garrett, John F. Chiste, Timothy Gordon and Owen P.J. King, also naming the Company as a nominal defendant, alleging breaches of fiduciary duty and seeking declaratory and injunctive relief (both preliminary and final), including a temporary restraining order ("TRO"), preventing the Board of the Company from pursuing any extraordinary action without shareholder approval that would alter the Company's capital structure. The court rejected Mr. Wise's request for a TRO and Mr. Wise then withdrew his request for preliminary injunctive relief. Mr. Wise subsequently amended his complaint to add additional allegations of breach of fiduciary duties and allegations of breach of director duties under various provisions of New York’s Business Corporation Law. | ||
On December 4, 2014, Mr. Wise brought a new application to the court, seeking a TRO and a preliminary injunction to enjoin the Company's Board from causing the Company to issue any Series B Senior Convertible Preferred Stock (the "Preferred Stock"), or take any antecedent or preparatory steps to effectuate such issuance prior to the Company's 2014 Annual Meeting. The court granted the TRO in part by prohibiting the Company from issuing (but not from taking antecedent or preparatory steps to issue) such Preferred Stock prior to December 8, 2014. At a hearing on December 8, 2014, the court granted Mr. Wise's motion for a preliminary injunction, enjoining the Company's issuance of the Preferred Stock prior to the Company's 2014 Annual Meeting. On December 8, 2014, the Company filed a notice of appeal of the court's order to the Appellate Division of the Supreme Court of the State of New York, First Department (the "First Department"). On December 9, 2014, the Company moved before the First Department to vacate the lower court's injunction. On January 7, 2015, the Company's counsel, together with counsel representing Mr. Wise, sent a letter to the First Department advising the court that the December 9, 2014 motion to vacate the preliminary injunction had been rendered moot due to the election of a new Board at the Annual Meeting, which did not intend to proceed with the issuance of Preferred Stock. On January 20, 2015, the First Department issued an order deeming the motion withdrawn as moot. The case otherwise remains pending. | ||
On July 22, 2014, the Company filed a lawsuit in U.S. District Court for the Southern District of New York against Mr. Wise and shareholder Jenny P. Yu, alleging certain violations of the federal securities laws relating to the Schedules 13D filed by each of Mr. Wise and Ms. Yu, and the preliminary proxy solicitation materials filed by Mr. Wise (the "Federal Action") in support of the candidates that he proposed for election to the Company's Board at the 2014 Annual Meeting. Specifically, the Company alleged that these filings were misleading because Mr. Wise and Ms. Yu had formed an undisclosed "group" under Section 13(d) of the Securities Exchange Act. The Company's lawsuit sought expedited injunctive and declaratory relief requiring Mr. Wise and Ms. Yu to comply with the federal securities laws by submitting revised disclosures in advance of any vote by the Company's shareholders, and also sought to have Mr. Wise's Board nominations invalidated and for a declaration that Mr. Wise and Ms. Yu were subject to certain provisions of the New York's Business Corporation Law as a result of their purported "group" under Section 13(d). In an August 19, 2014 order, the Court rejected the Company's request for a preliminary injunction. On September 20, 2014, the Court dismissed all of the Company's claims against Mr. Wise and Ms. Yu with prejudice, after which the Company filed an appeal to the United States Court of Appeals for the Second Circuit. On February 11 and 12, 2015, all parties to the Federal Action stipulated to withdraw the Company's appeal with prejudice. | ||
On August 26, 2014, James McKenna, the Company's former Chief Financial Officer, filed a lawsuit in the U.S. District Court for the Southern District of New York against the Company and its then-directors (now former directors) Frank LaGrange Johnson, Robert Garrett John F. Chiste, Timothy Gordon and Owen P.J. King, asserting retaliation and whistleblowing claims under the Dodd-Frank Act, claims for breach of contract and breach of the covenant of good faith and fair dealing against the Company, and a single claim for tortious interference with contract against the individual defendants. The complaint seeks an unspecified amount of monetary consequential damages and punitive damages. The case currently remains pending while the parties discuss the terms of a potential settlement. No assurance can be given that these discussions will be successful or that a settlement will be reached. | ||
On November 13, 2014, the Company filed a lawsuit in the Supreme Court of the State of New York, Kings County, against Mr. Wise and the six individuals Mr. Wise had nominated to stand for election to the Company's Board at the 2014 Annual Meeting: Howard Morgan, Michael Luetkemeyer, Eric Freitag, Sangita Shah, N. Scott Fine, and Darryl Keyes. The Company's complaint sought a judicial declaration that Mr. Wise's nominations were invalid, as they were purportedly not noticed within the timeframe that the Company argued was provided by the Company's Bylaws. The complaint also sought an injunction preventing Mr. Wise from soliciting proxies for the election of his nominees. At a hearing on December 1, 2014, the Court denied the Company's request for preliminary injunctive relief. On December 2, 2014, the Company requested an injunction from the Appellate Division of the Supreme Court of the State of New York, Second Department, which was denied on December 12, 2014. On December 3, 2014, Mr. Wise filed a motion to dismiss the lawsuit in its entirety, with prejudice. On February 11, 2015, the parties stipulated to discontinue the case. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | NOTE 10 SUBSEQUENT EVENTS | |
6% Senior Convertible Preferred Stock | ||
On January 9, 2015, the Company received a notice of deemed liquidation from a majority of the outstanding Convertible Preferred Stockholders in which they requested redemption of their Convertible Preferred Stock. Pursuant to the terms governing the Convertible Preferred Stock, all holders of such Convertible Preferred Stock, upon a deemed liquidation, are entitled to receive an amount per share equal to (i) 101% of the Original Issue Price (as such term is defined in the Certificate of Incorporation) plus (ii) any accrued and, without duplication, declared but unpaid, dividends on such Convertible Preferred Stock. The Company believes such deemed liquidation may incur a direct financial obligation to the Company approximating $1,287,737. The Company intends to issue payment to the Convertible Preferred Stockholders, pursuant to the requested redemption, imminently. | ||
Legal Proceedings | ||
On January 14, 2015, the new Board of Directors appointed a Legal Proceedings Special Committee to (i) investigate and report on matters relating to, (ii) analyze the consequences flowing from, and (iii) consider any and all actions to take on behalf of the Company with respect to its legal proceedings which arose during the recent proxy contest. On February 10, 2015, upon review and recommendation by the Legal Proceedings Special Committee, the new Board of Directors voted to discontinue the pending appeal initiated by the Company in the Federal Action and the action pending in Kings County. | ||
Employment Agreement | ||
Effective January 15, 2015, the Company’s Chief Executive Officer (“Former CEO”) voluntarily resigned from his position and entered into an agreement with the Company, pursuant to which the Former CEO agreed to waive all payments under his Employment Agreement and all future claims against the Company. Under the agreement, for six months following his termination of active employment, the Former CEO will receive his regular monthly base salary and will remain eligible to participate in medical and dental plans similar to his current coverage level for a period of twelve months. The Former CEO will also receive a cash payment of $7,852 in lieu of shares of restricted stock of the Company that would otherwise vest on November 8, 2015. In addition, the Former CEO will retain certain other ancillary benefits for limited periods. The agreement includes customary confidentiality, non-solicitation, non-competition, non-disparagement and release provisions. | ||
New York Office Services Agreement | ||
On January 16, 2015, the Company provided notice to LCA that it was immediately terminating the New York Office Services Agreement. | ||
Investment Management Agreement | ||
On January 23, 2015, the Company provided notice to LCA that it was immediately terminating the Investment Management Agreement. |
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Accounting Estimates |
The preparation of the Company’s condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. | |
Basis Of Accounting, Policy [Policy Text Block] | Basis of Presentation |
The accompanying condensed consolidated financial statements include the accounts of Forward Industries, Inc. and its wholly owned subsidiaries (Forward US, Forward Switzerland, Forward HK (inactive) and Forward UK (inactive)). All significant intercompany transactions and balances have been eliminated in consolidation. | |
Reclassification, Policy [Policy Text Block] | Reclassifications |
Certain prior period amounts have been reclassified to conform to the current period presentation. | |
Income Tax, Policy [Policy Text Block] | Income Taxes |
The Company accounts for its income taxes in accordance with U.S. GAAP, which requires, among other things, recognition of future tax benefits and liabilities measured at enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities and to net tax operating loss carry-forwards to the extent that realization of these benefits is more likely than not. As of December 31, 2014, there was no change to our assessment that a full valuation allowance was required against all net deferred tax assets. Accordingly, any deferred tax provision was offset by an equal and opposite change to the valuation allowance. | |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | 6% Senior Convertible Preferred Stock |
Temporary Equity | |
The 6% Senior Convertible Preferred Stock has been classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) 480-10-s99 - Distinguishing Liabilities from Equity – Overall – SEC Materials and Accounting Series Release (“ASR”) 268 – Presentation in Financial Statements of “Redeemable Preferred Stock”, as the redemption feature is not solely within the control of the Company. | |
Warrants | |
In accordance with ASC 815-40 – Derivatives and Hedging – Contracts in Entity’s Own Equity, the Company’s warrants were initially classified as a liability, at fair value, as a result of a related registration rights agreement that contained certain requirements for registering the underlying common shares, but has no provision for penalties upon the failure to register. At each balance sheet date, this liability’s fair value was re-measured and adjusted with the corresponding change in fair value recorded in the condensed consolidated statements of operations and comprehensive (loss) income. As of March 31, 2014, the underlying shares were registered and the liability was marked-to-the-market and reclassified to equity. | |
Preferred Stock Accretion | |
As of the issuance date, the carrying amount of the convertible preferred stock was less than the redemption value. As a result of the Company’s determination that redemption is probable (See Note 10 – Subsequent Events), the carrying value was increased by periodic accretions so that the carrying value will equal the redemption amount at the earliest redemption date. Such accretion is recorded as a preferred stock dividend. | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition |
The Company generally recognizes revenue from product sales to its customers when: (1) title and risk of loss are transferred (in general, these conditions occur at either point of shipment or point of destination, depending on the terms of sale); (2) persuasive evidence of an arrangement exists; (3) the Company has no continuing obligations to the customer; and (4) collection of the related accounts receivable is reasonably assured. | |
Share-Based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Payment Expense |
The Company recognizes employee and director share-based compensation in its condensed consolidated statements of operations and comprehensive (loss) income at the grant-date fair value of stock options and other equity-based compensation. The determination of stock option grant-date fair value is estimated using the Black-Scholes option-pricing model, which includes variables such as the expected volatility of the Company’s share price, the exercise behavior of its grantees, interest rates, and dividend yields. These variables are projected based on the Company’s historical data, experience, and other factors. In the case of awards with multiple vesting periods, the Company has elected to use the graded vesting attribution method, which recognizes compensation cost on a straight-line basis over each separately vesting portion of the award as if the award was, in-substance, multiple awards. Refer to Note 5 – Share Based Compensation. In addition, the Company recognizes share-based compensation to non-employees based upon the fair value, using the Black-Scholes option pricing model, determined at the deemed measurement dates over the related contract service period. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This ASU addresses the requirements regarding the financial statement presentation of an unrecognized tax benefit within ASC Topic 740 for the purpose of providing consistency between the financial reporting of U.S. GAAP entities. Generally, this ASU provides guidance for the preparation of financial statements and disclosures when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2013 and did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. |
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Schedule Of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Summarized operating results of discontinued operations are presented in the following table: | ||||||||
For the Three Months Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net sales | $ | - | $ | - | |||||
Gross loss | - | (9,700 | ) | ||||||
Operating (expenses) benefit | (1,082 | ) | 14,239 | ||||||
Other income | 200,045 | 70 | |||||||
Income from discontinued operations, net | $ | 198,963 | $ | 4,609 |
SHAREHOLDERS_EQUITY_Tables
SHAREHOLDERS' EQUITY (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Table Text Block] | Changes in shareholders’ equity for the three month period ended December 31, 2014 are summarized below: | ||||||||||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||||||||||
Additional | Other | ||||||||||||||||||||||||||||||||
Common Stock | Paid-In | Treasury Stock | Accumulated | Comprehensive | |||||||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Deficit | Loss | Total | ||||||||||||||||||||||||||
Balance - September 30, 2014 | 9,159,796 | $ | 91,598 | $ | 18,747,371 | 706,410 | $ | (1,260,057 | ) | $ | (8,371,806 | ) | $ | (20,411 | ) | $ | 9,186,695 | ||||||||||||||||
Restricted stock award issuances | 30,000 | 300 | (300 | ) | - | - | - | - | - | ||||||||||||||||||||||||
Restricted stock award forfeitures | (30,000 | ) | (300 | ) | 300 | - | - | - | - | - | |||||||||||||||||||||||
Restricted stock repurchased and retired | (10,340 | ) | (103 | ) | (12,096 | ) | - | - | - | - | (12,199 | ) | |||||||||||||||||||||
Treasury stock retired | (706,410 | ) | (7,064 | ) | (1,252,993 | ) | (706,410 | ) | 1,260,057 | - | - | - | |||||||||||||||||||||
Share-based compensation | - | - | 11,579 | - | - | - | - | 11,579 | |||||||||||||||||||||||||
Preferred stock dividends | - | - | - | - | - | (19,322 | ) | - | (19,322 | ) | |||||||||||||||||||||||
Preferred stock accretion | - | - | - | - | - | (454,372 | ) | - | (454,372 | ) | |||||||||||||||||||||||
Foreign currency translation | - | - | - | - | - | - | (867 | ) | (867 | ) | |||||||||||||||||||||||
Net loss | - | - | - | - | - | (1,501,791 | ) | - | (1,501,791 | ) | |||||||||||||||||||||||
Balance - December 31, 2014 | 8,443,046 | $ | 84,431 | $ | 17,493,861 | - | $ | - | $ | (10,347,291 | ) | $ | (21,278 | ) | $ | 7,209,723 |
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Schedule Of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each stock option on the date of grant was estimated using a Black-Scholes option-pricing formula applying the following assumptions for the three month period ended December 31, 2013: | ||||||||||||||||||||
2013 | |||||||||||||||||||||
Risk free interest rate | 5 | % | |||||||||||||||||||
Expected term (years) | 1.5 | ||||||||||||||||||||
Expected volatility | 67.6 | % | |||||||||||||||||||
Expected dividends | 0 | % | |||||||||||||||||||
Estimated annual forfeiture rate | 10 | % | |||||||||||||||||||
Schedule Of Share-Based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity during the three months ended December 31, 2014: | ||||||||||||||||||||
Number of | Weighted | Weighted | Intrinsic | ||||||||||||||||||
Options | Average | Average | Value | ||||||||||||||||||
Exercise | Remaining | ||||||||||||||||||||
Price | Life | ||||||||||||||||||||
In Years | |||||||||||||||||||||
Outstanding, September 30, 2014 | 778,500 | $ | 2.7 | ||||||||||||||||||
Granted | - | - | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||
Forfeited | (160,000 | ) | 2.05 | ||||||||||||||||||
Outstanding, December 31, 2014 | 618,500 | $ | 3.4 | 6.1 | $ | - | |||||||||||||||
Exercisable, December 31, 2014 | 490,916 | $ | 3.23 | 5.8 | $ | - | |||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The table below provides additional information regarding stock option awards that were outstanding and exercisable at December 31, 2014: | ||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Exercise | Weighted | Outstanding | Weighted | Weighted | Exercisable | ||||||||||||||||
Price | Average | Number of | Average | Average | Number of | ||||||||||||||||
Exercise | Options | Exercise | Remaining Life | Options | |||||||||||||||||
Price | Price | In Years | |||||||||||||||||||
$1.23 to $1.99 | $ | 1.42 | 105,000 | $ | 1.39 | 7.1 | 88,334 | ||||||||||||||
$2.00 to $2.99 | 2.47 | 111,000 | 2.46 | 4.7 | 108,000 | ||||||||||||||||
$3.00 to $3.99 | 3.52 | 322,500 | 3.47 | 6.3 | 264,582 | ||||||||||||||||
$4.00 to $5.99 | 5.31 | 50,000 | - | - | - | ||||||||||||||||
$6.00 to $6.99 | 6.02 | 20,000 | 6.02 | 1.3 | 20,000 | ||||||||||||||||
$7.00 to $15.91 | 15.91 | 10,000 | 15.91 | 0.3 | 10,000 | ||||||||||||||||
618,500 | 490,916 | ||||||||||||||||||||
Schedule Of Share-Based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table summarizes restricted stock activity during the three months ended December 31, 2014: | ||||||||||||||||||||
Number of | Weighted | Total | |||||||||||||||||||
Shares | Average | Grant Date | |||||||||||||||||||
Grant Date | Fair Value | ||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Non-vested, September 30, 2014 | 257,581 | $ | 1.32 | $ | 340,044 | ||||||||||||||||
Granted | 30,000 | 1.16 | 34,800 | ||||||||||||||||||
Vested | (142,958 | ) | 1.35 | (192,481 | ) | ||||||||||||||||
Forfeited | (30,000 | ) | 1.59 | (47,700 | ) | ||||||||||||||||
Non-vested, December 31, 2014 | 114,623 | $ | 1.17 | $ | 134,663 |
LOSS_INCOME_PER_SHARE_Tables
(LOSS) INCOME PER SHARE (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | ||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Options | 618,500 | 808,500 | |||||||
Warrants | 723,846 | 723,846 | |||||||
Convertible preferred stock | 692,919 | 692,919 | |||||||
Non-vested restricted stock | 114,623 | 322,581 | |||||||
Total potentially dilutive shares | 2,149,888 | 2,547,846 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net sales | ||
Gross loss | -9,700 | |
Operating (expenses) benefit | -1,082 | 14,239 |
Other income | 200,045 | 70 |
Income from discontinued operations, net | $198,963 | $4,609 |
DISCONTINUED_OPERATIONS_Detail1
DISCONTINUED OPERATIONS (Detail Textuals) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Other income | $200,000 |
G Form LLC [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Accounts Receivable | $280,000 |
SHAREHOLDERS_EQUITY_Details
SHAREHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Beginning Balance | $9,186,695 | |
Resticted stock award issuances | ||
Resticted stock award forfeitures | ||
Resticted stock repurchased and retired | -12,199 | |
Treasury stock retired | ||
Share-based compensation | 11,579 | |
Preferred stock dividends | -19,322 | |
Preferred stock accretion | -454,372 | |
Foreign currency translation | -867 | 479 |
Net loss | -1,501,791 | 351,427 |
Ening Balance | 7,209,723 | |
Common Stock [Member] | ||
Beginning Balance | 91,598 | |
Beginning Balance (in shares) | 9,159,796 | |
Resticted stock award issuances | 300 | |
Resticted stock award issuances (in shares) | 30,000 | |
Resticted stock award forfeitures | -300 | |
Resticted stock award forfeitures (in shares) | -30,000 | |
Resticted stock repurchased and retired | -103 | |
Resticted stock repurchased and retired (in shares) | -10,340 | |
Treasury stock retired | -7,064 | |
Treasury stock retired (in shares) | -706,410 | |
Share-based compensation | ||
Preferred stock accretion | ||
Foreign currency translation | ||
Net loss | ||
Ening Balance | 84,431 | |
Ening Balance (in shares) | 8,443,046 | |
Additional Paid-in Capital [Member] | ||
Beginning Balance | 18,747,371 | |
Resticted stock award issuances | -300 | |
Resticted stock award forfeitures | 300 | |
Resticted stock repurchased and retired | -12,096 | |
Treasury stock retired | -1,252,993 | |
Share-based compensation | 11,579 | |
Preferred stock dividends | ||
Preferred stock accretion | ||
Foreign currency translation | ||
Net loss | ||
Ening Balance | 17,493,861 | |
Treasury Stock [Member] | ||
Beginning Balance | -1,260,057 | |
Beginning Balance (in shares) | 706,410 | |
Resticted stock award issuances | ||
Resticted stock award forfeitures | ||
Resticted stock repurchased and retired | ||
Treasury stock retired | 1,260,057 | |
Treasury stock retired (in shares) | -706,410 | |
Share-based compensation | ||
Preferred stock accretion | ||
Foreign currency translation | ||
Net loss | ||
Ening Balance | ||
Accumulated Deficit [Member] | ||
Beginning Balance | -8,371,806 | |
Resticted stock award issuances | ||
Resticted stock award forfeitures | ||
Resticted stock repurchased and retired | ||
Treasury stock retired | ||
Share-based compensation | ||
Preferred stock dividends | -19,322 | |
Preferred stock accretion | -454,372 | |
Foreign currency translation | ||
Net loss | -1,501,791 | |
Ening Balance | -10,347,291 | |
Accumulated Other Comprehensive Income Loss [Member] | ||
Beginning Balance | -20,411 | |
Resticted stock award issuances | ||
Resticted stock award forfeitures | ||
Resticted stock repurchased and retired | ||
Treasury stock retired | ||
Share-based compensation | ||
Preferred stock dividends | ||
Preferred stock accretion | ||
Foreign currency translation | -867 | |
Net loss | ||
Ening Balance | ($21,278) |
SHAREHOLDERS_EQUITY_Details_Te
SHAREHOLDERS' EQUITY (Details Textual) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 05, 2014 | Nov. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2002 | |
Temporary Equity [Line Items] | ||||||
Dividends, Preferred Stock | ($19,322) | |||||
Dividends Preferred Stock Including Accretion | 474,000 | 49,000 | ||||
Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | |||||
Temporary Equity, Par or Stated Value Per Share | $0.00 | |||||
Temporary Equity Minimum Percentage Of Consent Of Holders Required For Automatic Conversion Of Stock In Common Stock At Applicable Conversion Price | 101.00% | |||||
Dividends, Preferred Stock | -19,322 | -19,322 | ||||
Temporary Equity, Par Value | 1,287,737 | 833,365 | ||||
Temporary Equity, Accretion of Dividends | 455,000 | 30,000 | ||||
Warrant [Member] | Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Private Placement Aggregate Purchase Price Per Share | $1.97 | |||||
Common Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 486,200 | |||||
Stock Repurchased During Period, Shares | 223,614 | |||||
Stock Repurchased During Period, Value | 485,000 | |||||
Stock Repurchased and Retired During Period, Shares | 10,340 | 10,340 | ||||
Stock Repurchased and Retired During Period, Value | $12,000 | |||||
Resticted stock award issuances (in shares) | 30,000 | |||||
Treasury stock retired (in shares) | -706,410 | |||||
Treasury Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Treasury stock retired (in shares) | -706,410 |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk free interest rate | 5.00% | |
Expected term (years) | 1 year 6 months | |
Expected volatility | 67.60% | |
Expected dividends | 0.00% | |
Estimated annual forfeiture rate | 10.00% |
SHAREBASED_COMPENSATION_Detail1
SHARE-BASED COMPENSATION (Details 1) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares, Outstanding at Begining | 778,500 | |
Shares, Granted | 32,500 | |
Shares, Exercised | ||
Shares, Forfeited | -160,000 | |
Shares, Outstanding at Ending | 618,500 | |
Shares, Exercisable | 490,916 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Weighted average exercise price, Outstanding at Begining | $2.70 | |
Weighted average exercise price, Granted | $0.90 | |
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Forfeited | $2.05 | |
Weighted average exercise price, Outstanding at Ending | $3.40 | |
Weighted average exercise price, Exercisable | $3.23 | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term [Roll Forward] | ||
Weighted average remaining contractual term (Years), Outstanding | 6 years 1 month 6 days | |
Weighted average remaining contractual term (Years), Exercisable | 5 years 9 months 18 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Aggregate intrinsic value, Outstanding | ||
Aggregate intrinsic value, Exercisable |
SHARE_BASED_COMPENSATION_Detai
SHARE BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Outstanding Number of Options | 618,500 |
Options Exercisable, Exercisable Number of Options | 490,916 |
$1.23 to $1.99 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Price | $1.42 |
Options Outstanding, Outstanding Number of Options | 105,000 |
Options Exercisable, Weighted Average Exercise Price | $1.39 |
Options Exercisable, Weighted Average Remaining Life In Years | 7 years 1 month 6 days |
Options Exercisable, Exercisable Number of Options | 88,334 |
$2.00 to $2.99 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Price | $2.47 |
Options Outstanding, Outstanding Number of Options | 111,000 |
Options Exercisable, Weighted Average Exercise Price | $2.46 |
Options Exercisable, Weighted Average Remaining Life In Years | 4 years 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 108,000 |
$3.00 to $3.99 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Price | $3.52 |
Options Outstanding, Outstanding Number of Options | 322,500 |
Options Exercisable, Weighted Average Exercise Price | $3.47 |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 3 months 18 days |
Options Exercisable, Exercisable Number of Options | 264,582 |
$6.00 to $6.99 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Price | $6.02 |
Options Outstanding, Outstanding Number of Options | 20,000 |
Options Exercisable, Weighted Average Exercise Price | $6.02 |
Options Exercisable, Weighted Average Remaining Life In Years | 1 year 3 months 18 days |
Options Exercisable, Exercisable Number of Options | 20,000 |
$7.00 to $15.91 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Price | $15.91 |
Options Outstanding, Outstanding Number of Options | 10,000 |
Options Exercisable, Weighted Average Exercise Price | $15.91 |
Options Exercisable, Weighted Average Remaining Life In Years | 3 months 18 days |
Options Exercisable, Exercisable Number of Options | 10,000 |
$4.00 to $5.99 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Price | $5.31 |
Options Outstanding, Outstanding Number of Options | 50,000 |
Options Exercisable, Weighted Average Exercise Price | |
Options Exercisable, Exercisable Number of Options |
SHAREBASED_COMPENSATION_Detail2
SHARE-BASED COMPENSATION (Details 3) (Restricted Stock [Member], USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Shares, Non-vested balance | 257,581 |
Shares granted | 30,000 |
Shares vested | -142,958 |
Shares forfeited | -30,000 |
Shares, Non-vested balance | 114,623 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted average grant date fair value, Non-vested balance | $1.32 |
Weighted average grant date fair value, granted | $1.16 |
Weighted average grant date fair value, vested | $1.35 |
Weighted average grant date fair value, forfeited | $1.59 |
Weighted average grant date fair value, Non-vested balance | $1.17 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Total Grant Date Fair Value [Roll Forward] [Abstract] | |
Total grant date fair value, Non-vested balance | $340,044 |
Total grant date fair value, granted | 34,800 |
Total grant date fair value, vested | -192,481 |
Total grant date fair value, forfeited | -47,700 |
Total grant date fair value, Non-vested balance | $134,663 |
SHAREBASED_COMPENSATION_Detail3
SHARE-BASED COMPENSATION (Detail Textuals) (USD $) | 3 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 05, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Granted | 32,500 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.90 | ||
Allocated Share-based Compensation Expense | $12,000 | $27,000 | |
Unrecognized compensation expense | 24,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 months 24 days | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 192,481 | ||
Allocated Share-based Compensation Expense | 0 | -1,000 | |
Unrecognized compensation expense | 20,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Restricted Stock [Member] | Two Zero One One Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Granted | 30,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $34,800 |
LOSS_INCOME_PER_SHARE_Details
(LOSS) INCOME PER SHARE (Details) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,149,888 | 2,547,846 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 692,919 | 692,919 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 618,500 | 808,500 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 723,846 | 723,846 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 114,623 | 322,581 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Detail Textuals) | 3 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Employment agreement term | 1 year |
Employment agreement maximum terms of renewal | 90 days |
Severance payment term | 12 months |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $) | 3 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 02, 2014 | Apr. 02, 2014 | |
Related Party Transaction [Line Items] | ||||
Service Fees Paid Expenses Related Parties | $287,000 | $295,000 | ||
Payments to Acquire Marketable Securities, Total | 10,898 | 4,102,088 | ||
Proceeds from Sale and Maturity of Marketable Securities, Total | 952,127 | 3,932,253 | ||
Marketable Securities, Realized Gain (Loss), Total | 110,001 | 80,839 | ||
La Grange Capital Administration Llc [Member] | Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 2,500 | |||
La Grange Capital Administration Llc [Member] | New York office [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Leases, Rent Expense, Net | 38,000 | 2,500 | ||
Operating Leases, Rent Expense, Contingent Rentals | 12,700 | |||
Investment Management Agreement [Member] | La Grange Capital Administration Llc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Asset Based Fee Percentage Of Average Account Net Asset Value | 1.00% | |||
Performance Fee In Percentage Of Increase In Annual Account Net Asset Value | 20.00% | |||
Noninterest Expense Investment Advisory Fees | $0 | $3,000 | ||
Extended Term Of Agreement | 1 year | |||
Investment Management Agreement [Member] | La Grange Capital Administration Llc [Member] | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notice Period For Termination Of Agreement | 60 days |
LEGAL_PROCEEDINGS_Detail_Textu
LEGAL PROCEEDINGS (Detail Textuals) | 0 Months Ended | ||||||||
Jan. 20, 2015 | Dec. 04, 2014 | Jul. 15, 2014 | Sep. 20, 2014 | Jul. 22, 2014 | Aug. 26, 2014 | Dec. 03, 2014 | Dec. 01, 2014 | Nov. 13, 2014 | |
Temporary Restraining Order [Member] | |||||||||
Lawsuit Filing Date | 4-Dec-14 | 15-Jul-14 | |||||||
Name of Defendant | Against directors Frank LaGrange Johnson, Robert Garrett, and John F. Chiste and then-directors (now former directors) Timothy Gordon and Owen P.J. King, also naming the Company as a nominal defendant. | ||||||||
Name of Plaintiff | Terence Bernard Wise | ||||||||
Domicile of Litigation | Supreme Court of the State of New York | ||||||||
Description of Allegations | Mr. Wise brought a new application to the court, seeking a TRO and a preliminary injunction to enjoin the Company's Board from causing the Company to issue any Series B Senior Convertible Preferred Stock (the "Preferred Stock"), or take any antecedent or preparatory steps to effectuate such issuance prior to the Company's 2014 Annual Meeting. The court granted the TRO in part by prohibiting the Company from issuing (but not from taking antecedent or preparatory steps to issue) such Preferred Stock prior to December 8, 2014. | Alleging breaches of fiduciary duty and seeking declaratory and injunctive relief (both preliminary and final), including a temporary restraining order ("TRO"), preventing the Board of the Company from pursuing any extraordinary action without shareholder approval that would alter the Company's capital structure. | |||||||
Actions Taken by Court, Arbitrator or Mediator | The First Department issued an order deeming the motion withdrawn as moot. | At a hearing on December 8, 2014, the court granted Mr. Wise's motion for a preliminary injunction, enjoining the Company's issuance of the Preferred Stock prior to the Company's 2014 Annual Meeting. | The court rejected Mr. Wise's request for a TRO and Mr. Wise then withdrew his request for preliminary injunctive relief. Mr. Wise subsequently amended his complaint to add additional allegations of breach of fiduciary duties and allegations of breach of director duties under various provisions of New York’s Business Corporation Law. | ||||||
Actions Taken by Defendant | The Company filed a notice of appeal of the court's order to the Appellate Division of the Supreme Court of the State of New York, First Department (the "First Department"). On December 9, 2014, the Company moved before the First Department to vacate the lower court's injunction. | ||||||||
Multiple Violations Of Federal Securities Laws [Member] | |||||||||
Lawsuit Filing Date | 22-Jul-14 | ||||||||
Name of Defendant | Terence Bernard Wise, Jenny P. Yu | ||||||||
Domicile of Litigation | U.S. District Court for the Southern District of New York | ||||||||
Description of Allegations | Alleging certain violations of the federal securities laws relating to the Schedules 13D filed by each of Mr. Wise and Ms. Yu, and the preliminary proxy solicitation materials filed by Mr. Wise (the "Federal Action") in support of the candidates that he proposed for election to the Company's Board at the 2014 Annual Meeting. Specifically, the Company alleged that these filings were misleading because Mr. Wise and Ms. Yu had formed an undisclosed "group" under Section 13(d) of the Securities Exchange Act. | ||||||||
Actions Taken by Court, Arbitrator or Mediator | The Court dismissed all of the Company's claims against Mr. Wise and Ms. Yu with prejudice, after which the Company filed an appeal to the United States Court of Appeals for the Second Circuit. | ||||||||
Whistleblowing Under The Dodd-Frank Act [Member] | |||||||||
Lawsuit Filing Date | 26-Aug-14 | ||||||||
Name of Defendant | Against the Company and its then-directors (now former directors) Frank LaGrange Johnson, Robert Garrett John F. Chiste, Timothy Gordon and Owen P.J. King | ||||||||
Name of Plaintiff | James McKenna | ||||||||
Domicile of Litigation | U.S. District Court for the Southern District of New York | ||||||||
Description of Allegations | Asserting retaliation and whistleblowing claims under the Dodd-Frank Act, claims for breach of contract and breach of the covenant of good faith and fair dealing against the Company, and a single claim for tortious interference with contract against the individual defendants. | ||||||||
Purported Nominations [Member] | |||||||||
Lawsuit Filing Date | 13-Nov-14 | ||||||||
Name of Defendant | Against Mr. Wise and the six individuals Mr. Wise had nominated to stand for election to the Company's Board at the 2014 Annual Meeting: Howard Morgan, Michael Luetkemeyer, Eric Freitag, Sangita Shah, N. Scott Fine, and Darryl Keyes. | ||||||||
Domicile of Litigation | Supreme Court of the State of New York, Appellate Division, Second Department | Supreme Court of the State of New York, Kings County | |||||||
Description of Allegations | The Company's complaint sought a judicial declaration that Mr. Wise's nominations were invalid, as they were purportedly not noticed within the timeframe that the Company argued was provided by the Company's Bylaws. | ||||||||
Actions Taken by Court, Arbitrator or Mediator | The court denied the CompanyBs request for preliminary injunctive relief. |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textuals) (USD $) | 0 Months Ended | |||
Jan. 15, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jan. 09, 2015 | |
Subsequent Event [Line Items] | ||||
Liqudation Value | $1,287,737 | $1,275,000 | ||
Subsequent Event [Member] | Former Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Description of subsequent event | Voluntarily resigned from his position and the Company entered into an agreement with him, pursuant to which the Former CEO agreed to waive all payments under his Employment Agreement and all future claims against the Company. Under the agreement, for six months following his termination of active employment, the Former CEO will receive his regular monthly base salary and will remain eligible to participate in medical and dental plans similar to his current coverage level for a period of twelve months. | |||
Cash paid in lieu of vested restricited stock | 7,852 | |||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Liqudation Value | $1,287,737 |