Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Mar. 31, 2015 | 12-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
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 | 8,556,755 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $2,704,344 | $6,477,132 |
Marketable securities | 1,051,230 | |
Accounts receivable | 5,657,948 | 6,124,871 |
Inventories | 2,415,679 | 2,374,837 |
Prepaid expenses and other current assets | 342,414 | 401,549 |
Total current assets | 11,120,385 | 16,429,619 |
Property and equipment, net | 100,041 | 98,990 |
Other assets | 40,962 | 40,962 |
Total assets | 11,261,388 | 16,569,571 |
Current liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | 1,153,162 | 1,218,541 |
Due to Forward China | 3,516,939 | 5,215,768 |
Total current liabilities | 4,670,101 | 6,434,309 |
Other liabilities | 123,162 | 115,202 |
Total Liabilities | 4,793,263 | 6,549,511 |
6% Senior Convertible Preferred Stock, par value $0.01 per share; 851,154 and 1,500,000 shares authorized; 0 and 648,846 shares issued and outstanding; aggregate liquidation value of $0 and $1,275,000; as of March 31, 2015 and September 30, 2014, respectively | 833,365 | |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock, par value $0.01 per share; 4,000,000 shares authorized; 3,048,846 and 2,400,000 undesignated at March 31, 2015 and September 30, 2014, respectively: Series A Participating Preferred stock, par value $0.01; 100,000 shares authorized; no shares issued and outstanding | ||
Common stock, par value $0.01 per share; 40,000,000 shares authorized; 8,556,755 and 9,159,796 shares issued; 8,556,755 and 8,453,386 shares outstanding; at March 31, 2015 and September 30, 2014, respectively | 85,568 | 91,598 |
Additional paid-in capital | 17,441,548 | 18,747,371 |
Treasury stock, 0 and 706,410 shares at cost at March 31, 2015 and September 30, 2014, respectively | -1,260,057 | |
Accumulated deficit | -11,036,874 | -8,371,806 |
Accumulated other comprehensive loss | -22,117 | -20,411 |
Total shareholders' equity | 6,468,125 | 9,186,695 |
Total liabilities and shareholders' equity | $11,261,388 | $16,569,571 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Sep. 30, 2014 | |
Temporary equity, liquidation preference (in dollars) | $0 | $1,275,000 |
Preferred Stock, Shares Undesignated | 3,048,846 | 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) | 8,556,755 | 9,159,796 |
Common stock, shares outstanding (in shares) | 8,556,755 | 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) | 851,154 | 1,500,000 |
Preferred stock, shares issued (in shares) | 0 | 648,846 |
Preferred stock, shares outstanding (in shares) | 0 | 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 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $7,247,339 | $6,699,881 | $15,191,199 | $15,115,358 |
Cost of goods sold | 5,895,518 | 5,296,250 | 12,276,957 | 11,866,527 |
Gross profit | 1,351,821 | 1,403,631 | 2,914,242 | 3,248,831 |
Operating expenses | ||||
Sales and marketing | 695,628 | 725,240 | 1,378,085 | 1,341,947 |
General and administrative | 1,337,258 | 812,207 | 3,807,683 | 1,668,723 |
Total operating expenses | 2,032,886 | 1,537,447 | 5,185,768 | 3,010,670 |
(Loss) income from operations | -681,065 | -133,816 | -2,271,526 | 238,161 |
Other (income) expense: | ||||
Interest income | -6 | -9,212 | -3,021 | -17,730 |
(Gain) loss on marketable securities, net | -41,407 | 110,001 | 39,433 | |
Loss on change in fair value of warrant liability | 188,166 | 136,258 | ||
Other expense, net | 6,637 | 11,256 | 9,945 | 16,001 |
Total other expense, net | 6,631 | 148,803 | 116,925 | 173,962 |
(Loss) income from continuing operations | -687,696 | -282,619 | -2,388,451 | 64,199 |
(Loss) income from discontinued operations, net | -18,395 | 198,963 | -13,786 | |
Net (loss) income | -687,696 | -301,014 | -2,189,488 | 50,413 |
Preferred stock dividends and accretion | -1,886 | -47,572 | -475,580 | -96,471 |
Net loss applicable to common equity | -689,582 | -348,586 | -2,665,068 | -46,058 |
Net (loss) income | -687,696 | -301,014 | -2,189,488 | 50,413 |
Other comprehensive (loss) income: | ||||
Translation adjustments | -839 | 554 | -1,706 | 1,033 |
Comprehensive (loss) income | ($688,535) | ($300,460) | ($2,191,194) | $51,446 |
Net (loss) income per basic and diluted common shares: | ||||
(Loss) income from continuing operations (in dollars per share) | ($0.08) | ($0.04) | ($0.34) | ($0.01) |
Income from discontinued operations | $0 | $0 | $0.03 | $0 |
Net (loss) income per share (in dollars per share) | ($0.08) | ($0.04) | ($0.31) | ($0.01) |
Weighted average number of common and common equivalent shares outstanding | ||||
Basic (in shares) | 8,486,402 | 8,195,808 | 8,463,183 | 8,177,996 |
Diluted (in sares) | 8,486,402 | 8,195,808 | 8,463,183 | 8,177,996 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows From Operating Activities: | ||
Net (loss) income | ($2,189,488) | $50,413 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Realized and unrealized loss on marketable securities | 110,001 | 39,432 |
Share-based compensation | -39,597 | 128,024 |
Depreciation and amortization | 29,347 | 34,011 |
Change in fair value of warrant liability | 136,258 | |
Deferred rent | 7,960 | -16,581 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 465,423 | -185,257 |
Inventories | -40,842 | -61,519 |
Prepaid expenses and other current assets | 59,135 | 11,461 |
Accounts payable, due to Forward China, accrued expenses and other current liabilities | -1,764,414 | -389,652 |
Net cash used in operating activities | -3,362,475 | -253,410 |
Cash Flows From Investing Activities: | ||
Proceeds from sales of marketable securities | 952,127 | 5,213,665 |
Purchases of marketable securities | -10,898 | -5,398,477 |
Purchases of property and equipment | -30,398 | -15,206 |
Net cash provided by (used in) investing activities | 910,831 | -200,018 |
Cash Flows From Financing Activities: | ||
Redemption of 6% Senior Convertible Preferred Stock | -1,287,737 | |
Dividends paid | -21,208 | -38,145 |
Restricted stock repurchased and retired | -12,199 | |
Net cash used in financing activities | -1,321,144 | -38,145 |
Net decrease in cash and cash equivalents | -3,772,788 | -491,573 |
Cash and cash equivalents at beginning of period | 6,477,132 | 6,616,995 |
Cash and cash equivalents at end of period | 2,704,344 | 6,125,422 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Preferred stock accretion | 454,372 | 58,326 |
Retirement of treasury stock | $1,260,057 |
OVERVIEW
OVERVIEW | 6 Months Ended | |
Mar. 31, 2015 | ||
Overview [Abstract] | ||
OVERVIEW | 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 | 6 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
ACCOUNTING POLICIES | 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 March 31, 2015, 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 was 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 was 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 had 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 was probable (See Note 4 – Shareholders’ Equity – 6% Senior Convertible Preferred Stock and Warrants), the carrying value was increased by periodic accretions so that the carrying value would 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 | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||
DISCONTINUED OPERATIONS | 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 | For the Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Net sales | $ | - | $ | - | $ | - | $ | - | |||||||||
Gross loss | - | - | - | (9,700 | ) | ||||||||||||
Operating expenses | - | (18,395 | ) | (1,082 | ) | (4,030 | ) | ||||||||||
Other income (expense) | - | - | 200,045 | (56 | ) | ||||||||||||
(Loss) income from discontinued operations, net | $ | - | $ | (18,395 | ) | $ | 198,963 | $ | (13,786 | ) | |||||||
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 six months ended March 31, 2015. | |||||||||||||||||
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | NOTE 4 | SHAREHOLDERS’ EQUITY | |||||||||||||||||||||||||||||||
6% Senior Convertible Preferred Stock | |||||||||||||||||||||||||||||||||
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 were payable, on a cumulative basis, in cash, at the rate per annum of 6% of the Liquidation Preference (as defined below) and were payable quarterly, in arrears, on each March 31, June 30, September 30 and December 31, commencing on September 30, 2013. The Company was prohibited from paying any dividend with respect to shares of common stock or other junior securities in any quarter unless full dividends were paid on the Convertible Preferred Stock in such quarter. | |||||||||||||||||||||||||||||||||
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. On December 31, 2014, the Company determined to recognize the balance of the accretion and bring the Convertible Preferred Stock carrying value up to its redemption value due to the likelihood of the holders requesting redemption. 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. On February 23, 2015 the Company paid an aggregate $1,287,737 to the Convertible Preferred Stockholders, in order to redeem all of the outstanding shares of Convertible Preferred Stock. | |||||||||||||||||||||||||||||||||
Dividends on the Convertible Preferred Stock totaled approximately $2,000 and $19,000 for each of the three months ended March 31, 2015 and 2014, respectively, and totaled approximately $21,000 and $38,000 for the six months ended March 31, 2015 and 2014, respectively. These dividends, in addition to the accretion, totaled approximately $2,000 and $48,000 for the three months ended March 31, 2015 and 2014, respectively, and $476,000 and $96,000 for the six months ended March 31, 2015 and 2014, respectively. As of March 31, 2015 and September 30, 2014, the carrying value of the Convertible Preferred Stock was $0 and $833,365, respectively, and is included on the Company’s condensed consolidated balance sheets as temporary equity. | |||||||||||||||||||||||||||||||||
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 March 31, 2015, 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. | |||||||||||||||||||||||||||||||||
Retirement of Treasury Stock | |||||||||||||||||||||||||||||||||
On December 5, 2014, the Board of Directors approved the retirement of 706,410 shares of existing treasury stock. | |||||||||||||||||||||||||||||||||
Changes in Shareholders’ Equity | |||||||||||||||||||||||||||||||||
Changes in shareholders’ equity for the six months ended March 31, 2015 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 | 240,000 | 2,400 | (2,400 | ) | - | - | - | - | - | ||||||||||||||||||||||||
Restricted stock award forfeitures | (126,291 | ) | (1,263 | ) | 1,263 | - | - | - | - | - | |||||||||||||||||||||||
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 | - | - | (39,597 | ) | - | - | - | - | (39,597 | ) | |||||||||||||||||||||||
Preferred stock dividends | - | - | - | - | - | (21,208 | ) | - | (21,208 | ) | |||||||||||||||||||||||
Preferred stock accretion | - | - | - | - | - | (454,372 | ) | - | (454,372 | ) | |||||||||||||||||||||||
Foreign currency translation | - | - | - | - | - | - | (1,706 | ) | (1,706 | ) | |||||||||||||||||||||||
Net loss | - | - | - | - | - | (2,189,488 | ) | - | (2,189,488 | ) | |||||||||||||||||||||||
Balance - March 31, 2015 | 8,556,755 | $ | 85,568 | $ | 17,441,548 | - | $ | - | $ | (11,036,874 | ) | $ | (22,117 | ) | $ | 6,468,125 | |||||||||||||||||
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
SHARE-BASED COMPENSATION | NOTE 5 | SHARE-BASED COMPENSATION | |||||||||||||||||||
Stock Option Awards | |||||||||||||||||||||
Effective January 15, 2015, in connection with the Company’s former Chief Executive Officer’s voluntary termination, previously outstanding unvested stock options to purchase an aggregate of 83,334 shares of common stock at exercise prices ranging from $1.59 to $5.31 per share that would have been forfeited pursuant to their original terms were modified such that the options vested on January 28, 2015. In connection with the “improbable to probable” modification, the Company recorded a credit of approximately $(31,000) during the three and six months ended March 31, 2015. See Note 7 for additional details in connection with the termination. | |||||||||||||||||||||
The fair value of each stock option on the date of grant was estimated using the Black-Scholes option-pricing formula applying the following assumptions: | |||||||||||||||||||||
Six Months Ended | |||||||||||||||||||||
31-Mar-14 | |||||||||||||||||||||
Risk free interest rate | 1.86 | % | |||||||||||||||||||
Expected term (years) | 6 | ||||||||||||||||||||
Expected volatility | 63.2 | % | |||||||||||||||||||
Expected dividends | 0 | % | |||||||||||||||||||
Estimated annual forfeiture rate | 10 | % | |||||||||||||||||||
There were no options granted during the three and six months ended March 31, 2015. There were no options granted during the three months ended March 31, 2014. During the six months ended March 31, 2014, 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 $(48,000) and $35,000 in continuing operations for stock option awards in its condensed consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2015 and 2014, respectively, and $(37,000) and $66,000 for the six months ended March 31, 2015 and 2014, respectively. | |||||||||||||||||||||
As of March 31, 2015, there was approximately $6,000 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 six months ended March 31, 2015: | |||||||||||||||||||||
Weighted | |||||||||||||||||||||
Weighted | Average | ||||||||||||||||||||
Average | Remaining | ||||||||||||||||||||
Number of | Exercise | Life | Intrinsic | ||||||||||||||||||
Options | Price | In Years | Value | ||||||||||||||||||
Outstanding, September 30, 2014 | 778,500 | $ | 2.7 | ||||||||||||||||||
Granted | - | - | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||
Forfeited | (175,000 | ) | 2.18 | ||||||||||||||||||
Outstanding, March 31, 2015 | 603,500 | $ | 3.4 | 2.3 | $ | - | |||||||||||||||
Exercisable, March 31, 2015 | 594,875 | $ | 3.39 | 2.2 | $ | - | |||||||||||||||
The table below provides additional information regarding stock option awards that were outstanding and exercisable at March 31, 2015: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||||
Average | Outstanding | Average | Average | Exercisable | |||||||||||||||||
Exercise | Exercise | Number of | Exercise | Remaining Life | Number of | ||||||||||||||||
Price | Price | Options | Price | In Years | Options | ||||||||||||||||
$1.23 to $1.99 | $ | 1.42 | 105,000 | $ | 1.42 | 3.6 | 105,000 | ||||||||||||||
$2.00 to $2.99 | 2.46 | 108,500 | 2.46 | 3.9 | 108,000 | ||||||||||||||||
$3.00 to $3.99 | 3.51 | 310,000 | 3.5 | 1.7 | 301,875 | ||||||||||||||||
$4.00 to $5.99 | 5.31 | 50,000 | 5.31 | 0 | 50,000 | ||||||||||||||||
$6.00 to $6.99 | 6.02 | 20,000 | 6.02 | 1.1 | 20,000 | ||||||||||||||||
$7.00 to $15.91 | 15.91 | 10,000 | 15.91 | 0.1 | 10,000 | ||||||||||||||||
603,500 | 594,875 | ||||||||||||||||||||
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 were scheduled to vest on the one-year anniversary from the date of grant. The aggregate grant date value of $34,800 was scheduled to be recognized proportionate to the vesting period. On January 5, 2015, the aggregate of 30,000 shares of restricted stock were forfeited and retired when the shareholders did not elect these directors. | |||||||||||||||||||||
On February 23, 2015, the Company granted an aggregate of 210,000 shares of restricted stock to a former officer (see Note 7 – Commitments and Contingencies – Former CFO Agreement) and current directors of the Company, of which 140,000 shares and 70,000 shares were pursuant to the 2007 Plan and 2011 Plan, respectively. The shares vest as follows: (i) 35,000 shares vest immediately, and (ii) 175,000 shares vest on the one-year anniversary from the date of grant. The aggregate grant date value of $193,200 will be recognized proportionate to the vesting period. | |||||||||||||||||||||
The Company recognized compensation expense of approximately $(3,000) and $63,000 in continuing operations for restricted stock awards in its condensed consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2015 and 2014, respectively, and $(3,000) and $62,000 for the six months ended March 31, 2015 and 2014, respectively. | |||||||||||||||||||||
As of March 31, 2015, there was approximately $153,000 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 0.9 years. | |||||||||||||||||||||
The following table summarizes restricted stock activity during the six months ended March 31, 2015: | |||||||||||||||||||||
Weighted | |||||||||||||||||||||
Average | Total | ||||||||||||||||||||
Number of | Grant Date | Grant Date | |||||||||||||||||||
Shares | Fair Value | Fair Value | |||||||||||||||||||
Non-vested, September 30, 2014 | 257,581 | $ | 1.32 | $ | 340,044 | ||||||||||||||||
Granted | 240,000 | 0.95 | 228,000 | ||||||||||||||||||
Vested | (177,958 | ) | 1.26 | (224,681 | ) | ||||||||||||||||
Forfeited | (126,291 | ) | 1.26 | (159,398 | ) | ||||||||||||||||
Non-vested, March 31, 2015 | 193,332 | $ | 0.95 | $ | 183,965 | ||||||||||||||||
LOSS_INCOME_PER_SHARE
(LOSS) INCOME PER SHARE | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
(LOSS) INCOME PER SHARE | 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 and six months ended March 31, 2015 and 2014 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 March 31, | |||||||||
2015 | 2014 | ||||||||
Options | 603,500 | 901,000 | |||||||
Warrants | 723,846 | 723,846 | |||||||
Convertible preferred stock | - | 692,919 | |||||||
Non-vested restricted stock | 193,332 | 327,581 | |||||||
Total potentially dilutive shares | 1,520,678 | 2,645,346 | |||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 | COMMITMENTS AND CONTINGENCIES |
Former CEO 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. As of March 31, 2015, the remaining obligation to the Former CEO of approximately $98,000 is reflected as an accrual in the condensed consolidated balance sheet. | ||
Former CFO Agreement | ||
On February 16, 2015, the Company entered into a settlement agreement and mutual release with the Company’s former Chief Financial Officer (“Former CFO”), James McKenna, in connection with a lawsuit filed by Mr. McKenna on August 26, 2014 in the U.S. District Court for the Southern District of New York against the Company and then-directors Frank LaGrange Johnson, Robert Garrett, John F. Chiste, Timothy Gordon and Owen P.J. King (the “SDNY Lawsuit”), alleging purported claims of retaliation for whistleblowing under the Dodd-Frank Act, breach of contract and breach of the covenant of good faith and fair dealing all as against the Company, and a single claim for tortious interference with contract as against the individual defendants. The complaint sought an unspecified amount of monetary consequential damages and punitive damages. Pursuant to the agreement, Mr. McKenna and the Company have agreed to settle and release all disputes or claims against the other party related to the SDNY Lawsuit and any such disputes or claims arising out of Mr. McKenna’s employment with the Company, without an admission of liability or wrongdoing. Under the Agreement, Mr. McKenna will receive a cash payment of $315,000, representing 18 months’ salary at the rate specified in Mr. McKenna’s Amended Employment Agreement, signed between the Company and Mr. McKenna and dated October 26, 2012. Mr. McKenna will also receive approximately $375,000 in legal fees, back pay, prior out-of-pocket benefits, taxes and penalties on Mr. McKenna’s 401(k) loan, and accrued paid time off, in addition to 35,000 restricted stock units vesting immediately. The Agreement includes customary non-disparagement and release provisions. As of March 31, 2015, the remaining obligation to the Former CFO of approximately $211,000 is reflected as an accrual in the condensed consolidated balance sheet. | ||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | |
Mar. 31, 2015 | ||
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 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. On January 16, 2015, the Company provided notice to LCA that it was immediately terminating the New York Office Services Agreement. During the three and six months ended March 31, 2015, the Company recognized approximately $12,656 and $50,624, respectively, of rent expense related to the New York office. During the three and six months ended March 31, 2014, the Company recognized approximately $7,000 and $13,000, respectively, of rent expense related to the New York office. | ||
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 and March 11, 2015, the Company entered into amendments to the Agreement with Forward China. 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 September 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 recognized approximately $376,000 and $249,000, respectively, during the three months ended March 31, 2015 and 2014 and $773,000 and $544,000, respectively, during the six months ended March 31, 2015 and 2014 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”). Operations ceased just prior to December 31, 2014 and the Investment Management Agreement formally terminated effective February 1, 2015. | ||
As compensation for its services to the Company, LCA was 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 was equal 20% of the increase (if any) in the Account NAV over an annual period. No performance fee was payable for any annual period in which the Account NAV at the end of such annual period was below the highest Account NAV at the end of any previous annual period. In addition to such advisory fees, the Company reimbursed LCA for certain investment and operational expenses. The Company didn’t recognize any advisory fee expense during the three and six months ended March 31, 2015, and recognized approximately $3,000 and $6,000, respectively, during the three and six months ended March 31, 2014, 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. | ||
There were no new funds invested with LCA during the six months ended March 31, 2015 and 2014. During the three months ended March 31, 2015 and 2014, the Company purchased approximately $0 and $1,296,000, of marketable securities, respectively. During the six months ended March 31, 2015 and 2014, the Company purchased approximately $11,000 and $5,398,000 of marketable securities, respectively. During the three months ended March 31, 2015 and 2014, the Company sold approximately $0 and $1,282,000 of marketable securities, respectively. During the six months ended March 31, 2015 and 2014, the Company sold approximately $952,000 and $5,214,000 of marketable securities, respectively. As a result of these activities, the Company recognized net investment gains (losses) of approximately $0 and $41,000 during the three months ended March 31, 2015 and 2014, respectively, and ($110,000) and $(39,000) during the six months ended March 31, 2015 and 2014, respectively. | ||
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended | |
Mar. 31, 2015 | ||
Legal Matters and Contingencies [Abstract] | ||
LEGAL PROCEEDINGS | NOTE 9 | LEGAL PROCEEDINGS |
From time to time, the Company may become a party to legal actions or proceedings in the ordinary course of business. As of March 31, 2015, there were no other such actions or proceedings, either individually or in the aggregate, other than described below, that the Company believes would be material to its business, if decided adversely to its interests. | ||
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 that would alter the Company’s capital structure without shareholder approval. 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 April 13, 2015, upon motion submitted by the Company’s counsel and counsel to Mr. Wise, the First Department issued a stipulation and order of discontinuance with prejudice to dismiss this case. | ||
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 sought an unspecified amount of monetary consequential damages and punitive damages. See Note 7 – Commitments and Contingencies – Former CFO Agreement for the details of the settlement agreement and mutual release. |
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Accounting Estimates | 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 | 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 | Reclassifications |
Certain prior period amounts have been reclassified to conform to the current period presentation. | |
Income Taxes | 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 March 31, 2015, 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 | 6% Senior Convertible Preferred Stock |
Temporary Equity | |
The 6% Senior Convertible Preferred Stock was 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 was 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 had 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 was probable (See Note 4 – Shareholders’ Equity – 6% Senior Convertible Preferred Stock and Warrants), the carrying value was increased by periodic accretions so that the carrying value would equal the redemption amount at the earliest redemption date. Such accretion is recorded as a preferred stock dividend. | |
Revenue Recognition | 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 | 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 | 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) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||
Schedule of summarized operating results of discontinued operations | Summarized operating results of discontinued operations are presented in the following table: | ||||||||||||||||
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Net sales | $ | - | $ | - | $ | - | $ | - | |||||||||
Gross loss | - | - | - | (9,700 | ) | ||||||||||||
Operating expenses | - | (18,395 | ) | (1,082 | ) | (4,030 | ) | ||||||||||
Other income (expense) | - | - | 200,045 | (56 | ) | ||||||||||||
(Loss) income from discontinued operations, net | $ | - | $ | (18,395 | ) | $ | 198,963 | $ | (13,786 | ) | |||||||
SHAREHOLDERS_EQUITY_Tables
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of changes in shareholders' equity | Changes in shareholders’ equity for the six months ended March 31, 2015 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 | 240,000 | 2,400 | (2,400 | ) | - | - | - | - | - | ||||||||||||||||||||||||
Restricted stock award forfeitures | (126,291 | ) | (1,263 | ) | 1,263 | - | - | - | - | - | |||||||||||||||||||||||
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 | - | - | (39,597 | ) | - | - | - | - | (39,597 | ) | |||||||||||||||||||||||
Preferred stock dividends | - | - | - | - | - | (21,208 | ) | - | (21,208 | ) | |||||||||||||||||||||||
Preferred stock accretion | - | - | - | - | - | (454,372 | ) | - | (454,372 | ) | |||||||||||||||||||||||
Foreign currency translation | - | - | - | - | - | - | (1,706 | ) | (1,706 | ) | |||||||||||||||||||||||
Net loss | - | - | - | - | - | (2,189,488 | ) | - | (2,189,488 | ) | |||||||||||||||||||||||
Balance - March 31, 2015 | 8,556,755 | $ | 85,568 | $ | 17,441,548 | - | $ | - | $ | (11,036,874 | ) | $ | (22,117 | ) | $ | 6,468,125 | |||||||||||||||||
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Schedule of stock options valuation assumptions | The fair value of each stock option on the date of grant was estimated using the Black-Scholes option-pricing formula applying the following assumptions: | ||||||||||||||||||||
Six Months Ended | |||||||||||||||||||||
31-Mar-14 | |||||||||||||||||||||
Risk free interest rate | 1.86 | % | |||||||||||||||||||
Expected term (years) | 6 | ||||||||||||||||||||
Expected volatility | 63.2 | % | |||||||||||||||||||
Expected dividends | 0 | % | |||||||||||||||||||
Estimated annual forfeiture rate | 10 | % | |||||||||||||||||||
Schedule of stock option activity | The following table summarizes stock option activity during the six months ended March 31, 2015: | ||||||||||||||||||||
Weighted | |||||||||||||||||||||
Weighted | Average | ||||||||||||||||||||
Average | Remaining | ||||||||||||||||||||
Number of | Exercise | Life | Intrinsic | ||||||||||||||||||
Options | Price | In Years | Value | ||||||||||||||||||
Outstanding, September 30, 2014 | 778,500 | $ | 2.7 | ||||||||||||||||||
Granted | - | - | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||
Forfeited | (175,000 | ) | 2.18 | ||||||||||||||||||
Outstanding, March 31, 2015 | 603,500 | $ | 3.4 | 2.3 | $ | - | |||||||||||||||
Exercisable, March 31, 2015 | 594,875 | $ | 3.39 | 2.2 | $ | - | |||||||||||||||
Schedule of additional information regarding stock option awards | The table below provides additional information regarding stock option awards that were outstanding and exercisable at March 31, 2015: | ||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||||
Average | Outstanding | Average | Average | Exercisable | |||||||||||||||||
Exercise | Exercise | Number of | Exercise | Remaining Life | Number of | ||||||||||||||||
Price | Price | Options | Price | In Years | Options | ||||||||||||||||
$1.23 to $1.99 | $ | 1.42 | 105,000 | $ | 1.42 | 3.6 | 105,000 | ||||||||||||||
$2.00 to $2.99 | 2.46 | 108,500 | 2.46 | 3.9 | 108,000 | ||||||||||||||||
$3.00 to $3.99 | 3.51 | 310,000 | 3.5 | 1.7 | 301,875 | ||||||||||||||||
$4.00 to $5.99 | 5.31 | 50,000 | 5.31 | 0 | 50,000 | ||||||||||||||||
$6.00 to $6.99 | 6.02 | 20,000 | 6.02 | 1.1 | 20,000 | ||||||||||||||||
$7.00 to $15.91 | 15.91 | 10,000 | 15.91 | 0.1 | 10,000 | ||||||||||||||||
603,500 | 594,875 | ||||||||||||||||||||
Schedule Of summarizes restricted stock activity | The following table summarizes restricted stock activity during the six months ended March 31, 2015: | ||||||||||||||||||||
Weighted | |||||||||||||||||||||
Average | Total | ||||||||||||||||||||
Number of | Grant Date | Grant Date | |||||||||||||||||||
Shares | Fair Value | Fair Value | |||||||||||||||||||
Non-vested, September 30, 2014 | 257,581 | $ | 1.32 | $ | 340,044 | ||||||||||||||||
Granted | 240,000 | 0.95 | 228,000 | ||||||||||||||||||
Vested | (177,958 | ) | 1.26 | (224,681 | ) | ||||||||||||||||
Forfeited | (126,291 | ) | 1.26 | (159,398 | ) | ||||||||||||||||
Non-vested, March 31, 2015 | 193,332 | $ | 0.95 | $ | 183,965 | ||||||||||||||||
LOSS_INCOME_PER_SHARE_Tables
(LOSS) INCOME PER SHARE (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of securities are excluded from the calculation of weighted average dilutive common shares | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | ||||||||
As of March 31, | |||||||||
2015 | 2014 | ||||||||
Options | 603,500 | 901,000 | |||||||
Warrants | 723,846 | 723,846 | |||||||
Convertible preferred stock | - | 692,919 | |||||||
Non-vested restricted stock | 193,332 | 327,581 | |||||||
Total potentially dilutive shares | 1,520,678 | 2,645,346 | |||||||
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Net sales | ||||
Gross loss | -9,700 | |||
Operating (expenses) benefit | -18,395 | -1,082 | -4,030 | |
Other income | 200,045 | -56 | ||
Income from discontinued operations, net | ($18,395) | $198,963 | ($13,786) |
DISCONTINUED_OPERATIONS_Detail1
DISCONTINUED OPERATIONS (Detail Textuals) (USD $) | 6 Months Ended |
Mar. 31, 2015 | |
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 | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
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 | -39,597 | |||
Preferred stock dividends | -21,208 | |||
Preferred stock accretion | -454,372 | |||
Foreign currency translation | -839 | 554 | -1,706 | 1,033 |
Net loss | -687,696 | -301,014 | -2,189,488 | 50,413 |
Ening Balance | 6,468,125 | 6,468,125 | ||
Common Stock [Member] | ||||
Beginning Balance | 91,598 | |||
Beginning Balance (in shares) | 9,159,796 | |||
Resticted stock award issuances | 2,400 | |||
Resticted stock award issuances (in shares) | 240,000 | |||
Resticted stock award forfeitures | -1,263 | |||
Resticted stock award forfeitures (in shares) | -126,291 | |||
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 dividends | ||||
Preferred stock accretion | ||||
Foreign currency translation | ||||
Net loss | ||||
Ening Balance | 85,568 | 85,568 | ||
Ening Balance (in shares) | 8,556,755 | 8,556,755 | ||
Additional Paid-in Capital [Member] | ||||
Beginning Balance | 18,747,371 | |||
Resticted stock award issuances | -2,400 | |||
Resticted stock award forfeitures | 1,263 | |||
Resticted stock repurchased and retired | -12,096 | |||
Treasury stock retired | -1,252,993 | |||
Share-based compensation | -39,597 | |||
Preferred stock dividends | ||||
Preferred stock accretion | ||||
Foreign currency translation | ||||
Net loss | ||||
Ening Balance | 17,441,548 | 17,441,548 | ||
Treasury Stock [Member] | ||||
Beginning Balance | -1,260,057 | |||
Beginning Balance (in shares) | 706,410 | |||
Resticted stock award issuances | ||||
Resticted stock award issuances (in shares) | ||||
Resticted stock award forfeitures | ||||
Resticted stock award forfeitures (in shares) | ||||
Resticted stock repurchased and retired | ||||
Resticted stock repurchased and retired (in shares) | ||||
Treasury stock retired | 1,260,057 | |||
Treasury stock retired (in shares) | -706,410 | |||
Share-based compensation | ||||
Preferred stock dividends | ||||
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 | -21,208 | |||
Preferred stock accretion | -454,372 | |||
Foreign currency translation | ||||
Net loss | -2,189,488 | |||
Ening Balance | -11,036,874 | -11,036,874 | ||
Ening Balance (in shares) | ||||
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 | -1,706 | |||
Net loss | ||||
Ening Balance | ($22,117) | ($22,117) |
SHAREHOLDERS_EQUITY_Details_Te
SHAREHOLDERS' EQUITY (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 05, 2014 | Nov. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2002 | |
Temporary Equity [Line Items] | ||||||||
Dividends, Preferred Stock | ($21,208) | |||||||
Dividends Preferred Stock Including Accretion | 2,000 | 48,000 | 476,000 | 96,000 | ||||
Temporary Equity, Par Value | 833,365 | |||||||
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 | $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 | 2,000 | 19,000 | 21,000 | 38,000 | ||||
Temporary Equity, Par Value | 0 | 0 | ||||||
Common Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividends, Preferred Stock | ||||||||
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) | 240,000 | |||||||
Treasury stock retired (in shares) | -706,410 | |||||||
Warrant [Member] | Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Private Placement Aggregate Purchase Price Per Share | $1.97 | |||||||
Additional Paid-in Capital [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividends, Preferred Stock | ||||||||
Accumulated Deficit [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividends, Preferred Stock | -21,208 | |||||||
Accumulated Other Comprehensive Income Loss [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividends, Preferred Stock | ||||||||
Treasury Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividends, Preferred Stock | ||||||||
Resticted stock award issuances (in shares) | ||||||||
Treasury stock retired (in shares) | -706,410 |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) | 6 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk free interest rate | 1.86% |
Expected term (years) | 6 years |
Expected volatility | 63.20% |
Expected dividends | 0.00% |
Estimated annual forfeiture rate | 10.00% |
SHAREBASED_COMPENSATION_Detail1
SHARE-BASED COMPENSATION (Details 1) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
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 | -175,000 | |
Shares, Outstanding at Ending | 603,500 | |
Shares, Exercisable | 594,875 | |
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 | ||
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Forfeited | $2.18 | |
Weighted average exercise price, Outstanding at Ending | $3.40 | |
Weighted average exercise price, Exercisable | $3.39 | |
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 | 2 years 3 months 18 days | |
Weighted average remaining contractual term (Years), Exercisable | 2 years 2 months 12 days |
SHARE_BASED_COMPENSATION_Detai
SHARE BASED COMPENSATION (Details 2) (USD $) | 6 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Outstanding Number of Options | 603,500 |
Options Exercisable, Exercisable Number of Options | 594,875 |
$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 | $1.42 |
Options Exercisable, Weighted Average Remaining Life In Years | 3 years 7 months 6 days |
Options Exercisable, Exercisable Number of Options | 105,000 |
$2.00 to $2.99 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Price | $2.46 |
Options Outstanding, Outstanding Number of Options | 108,500 |
Options Exercisable, Weighted Average Exercise Price | $2.46 |
Options Exercisable, Weighted Average Remaining Life In Years | 3 years 10 months 24 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 | $3.51 |
Options Outstanding, Outstanding Number of Options | 310,000 |
Options Exercisable, Weighted Average Exercise Price | $3.50 |
Options Exercisable, Weighted Average Remaining Life In Years | 1 year 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 301,875 |
$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 | $5.31 |
Options Exercisable, Exercisable Number of Options | 50,000 |
$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 1 month |
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 | 1 month |
Options Exercisable, Exercisable Number of Options | 10,000 |
SHAREBASED_COMPENSATION_Detail2
SHARE-BASED COMPENSATION (Details 3) (Restricted Stock [Member], USD $) | 6 Months Ended |
Mar. 31, 2015 | |
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 | 240,000 |
Shares vested | -177,958 |
Shares forfeited | -126,291 |
Shares, Non-vested balance | 193,332 |
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 | $0.95 |
Weighted average grant date fair value, vested | $1.26 |
Weighted average grant date fair value, forfeited | $1.26 |
Weighted average grant date fair value, Non-vested balance | $0.95 |
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 | 228,000 |
Total grant date fair value, vested | -224,681 |
Total grant date fair value, forfeited | -159,398 |
Total grant date fair value, Non-vested balance | $183,965 |
SHAREBASED_COMPENSATION_Detail3
SHARE-BASED COMPENSATION (Detail Textuals) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 23, 2015 | Dec. 05, 2014 | Jan. 15, 2015 | Sep. 30, 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 grant date fair value | $0.90 | |||||||
Weighted average grant date fair values (in dollars per share) | $0.90 | |||||||
Allocated Share-based Compensation Expense | ($48,000) | $35,000 | ($37,000) | $66,000 | ||||
Unrecognized compensation expense | 6,000 | 6,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 months 24 days | |||||||
Improbable to probable credit | -31,000 | |||||||
Former Chief Executive Officer (Employment Agreement) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of nonvested options | 83,334 | |||||||
Former Chief Executive Officer (Employment Agreement) [Member] | Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Nonvested options exercise price | 1.59 | |||||||
Former Chief Executive Officer (Employment Agreement) [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Nonvested options exercise price | 5.31 | |||||||
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 | 224,681 | |||||||
Allocated Share-based Compensation Expense | -3,000 | 63,000 | -3,000 | 62,000 | ||||
Unrecognized compensation expense | 153,000 | 153,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 months 24 days | |||||||
Aggregate grant date value | $0.95 | $0.95 | $1.32 | |||||
Restricted Stock [Member] | Former Chief Financial Officer (Settlement Agreement and Mutual Release) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 210,000 | |||||||
Description of vesting shares | The shares vest as follows: (i) 35,000 shares vest immediately, and (ii) 175,000 shares vest on the one-year anniversary from the date of grant. | |||||||
Aggregate grant date value | $193,200 | $193,200 | ||||||
Two Zero One One Plan [Member] | Restricted Stock [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 | |||||||
2007 Plan [Member] | Restricted Stock [Member] | Former Chief Financial Officer (Settlement Agreement and Mutual Release) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 140,000 | |||||||
2011 Plan [Member] | Restricted Stock [Member] | Former Chief Financial Officer (Settlement Agreement and Mutual Release) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 70,000 |
LOSS_INCOME_PER_SHARE_Details
(LOSS) INCOME PER SHARE (Details) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,520,678 | 2,645,346 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 193,332 | 327,581 |
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 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 603,500 | 901,000 |
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 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Detail Textuals) (USD $) | 0 Months Ended | ||
Jan. 15, 2015 | Feb. 16, 2015 | Mar. 31, 2015 | |
Former Chief Executive Officer (Employment Agreement) [Member] | |||
Cash payment lieu of shares of restricted stock | $7,852 | ||
Vesting period | 8-Nov-15 | ||
Remaining obligation | 98,000 | ||
Former Chief Financial Officer (Settlement Agreement and Mutual Release) [Member] | |||
Remaining obligation | 211,000 | ||
Cash payment lieu of salary | 315,000 | ||
Number of shares vested immediately | 35,000 | ||
Paid litigation settlement | $375,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 02, 2014 | Apr. 02, 2014 | |
Related Party Transaction [Line Items] | ||||||
Service Fees Paid Expenses Related Parties | $376,000 | $249,000 | $773,000 | $544,000 | ||
Payments to Acquire Marketable Securities, Total | 0 | 1,296,000 | 10,898 | 5,398,477 | ||
Proceeds from Sale and Maturity of Marketable Securities, Total | 0 | 1,282,000 | 952,127 | 5,213,665 | ||
Marketable Securities, Realized Gain (Loss), Total | -41,407 | 110,001 | 39,433 | |||
La Grange Capital Administration Llc [Member] | Investment Management Agreement [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 | 3,000 | 0 | 6,000 | |||
La Grange Capital Administration Llc [Member] | Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from Related Parties | 2,500 | |||||
New York office [Member] | La Grange Capital Administration Llc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Operating Leases, Rent Expense, Net | 12,656 | 7,000 | 50,624 | 13,000 | 2,500 | |
Operating Leases, Rent Expense, Contingent Rentals | $12,700 |
LEGAL_PROCEEDINGS_Detail_Textu
LEGAL PROCEEDINGS (Detail Textuals) | 0 Months Ended | |
Aug. 26, 2014 | Jul. 15, 2014 | |
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, the CompanyBs former Chief Financial Officer | |
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. | |
Loss Contingency, Opinion of Counsel | The complaint sought an unspecified amount of monetary consequential damages and punitive damages. See Note 7 – Commitments and Contingencies – Former CFO Agreement for the details of the settlement agreement and mutual release. | |
Temporary Restraining Order [Member] | ||
Lawsuit Filing Date | 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, a director of the Company | |
Domicile of Litigation | Supreme Court of the State of New York | |
Description of Allegations | Alleging breaches of fiduciary duty and seeking declaratory and injunctive relief (both preliminary and final), including a temporary restraining order (BTROB), preventing the Board of the Company from pursuing any extraordinary action that would alter the CompanyBs capital structure without shareholder approval. | |
Actions Taken by Court, Arbitrator or Mediator | 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. | |
Loss Contingency, Opinion of Counsel | On April 13, 2015, upon motion submitted by the Company’s counsel and counsel to Mr. Wise, the First Department issued a stipulation and order of discontinuance with prejudice to dismiss this case. |