Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Entity Registrant Name | VERU INC. | |
Entity Central Index Key | 863,894 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Common Stock, Shares Outstanding | 53,208,439 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Sep. 30, 2016 |
Current Assets: | ||
Cash | $ 2,671,132 | $ 2,385,082 |
Accounts receivable, net | 5,760,147 | 10,775,200 |
Income tax receivable | 37,104 | 2,387 |
Inventory, net | 2,765,369 | 2,492,644 |
Prepaid expenses and other current assets | 800,814 | 634,588 |
TOTAL CURRENT ASSETS | 12,034,566 | 16,289,901 |
PLANT AND EQUIPMENT | ||
Equipment, furniture and fixtures | 4,165,498 | 4,625,472 |
Leasehold improvements | 300,752 | 323,147 |
Less accumulated depreciation and amortization | (3,793,950) | (4,123,532) |
Plant and equipment, net | 672,300 | 825,087 |
Other trade receivables | 7,837,500 | 7,837,500 |
Other assets | 183,317 | 189,219 |
Deferred income taxes | 9,027,096 | 13,482,000 |
Intangible assets, net | 20,793,084 | |
Goodwill | 6,878,932 | |
TOTAL ASSETS | 57,426,795 | 38,623,707 |
Current Liabilities: | ||
Accounts payable | 1,915,772 | 701,035 |
Accrued expenses and other current liabilities | 1,593,830 | 2,380,571 |
Unearned revenue | 964,382 | |
Accrued compensation | 396,893 | 264,871 |
TOTAL CURRENT LIABILITIES | 4,870,877 | 3,346,477 |
LONG-TERM LIABILITIES: | ||
Other liabilities | 1,233,750 | 1,233,750 |
Deferred rent | 61,442 | |
Deferred income taxes | 465,766 | 110,069 |
TOTAL LIABILITIES | 6,631,835 | 4,690,296 |
Series 4 Preferred Stock | 17,981,883 | |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock | ||
Common stock | 335,220 | 312,740 |
Additional paid-in-capital | 72,449,908 | 69,660,010 |
Accumulated other comprehensive loss | (581,519) | (581,519) |
Accumulated deficit | (31,583,927) | (27,651,215) |
Treasury stock, at cost | (7,806,605) | (7,806,605) |
TOTAL STOCKHOLDERS' EQUITY | 32,813,077 | 33,933,411 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 57,426,795 | $ 38,623,707 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Consolidated Statements Of Operations [Abstract] | ||||
Net revenues | $ 4,314,068 | $ 5,560,776 | $ 9,963,186 | $ 18,564,236 |
Cost of sales | 2,019,154 | 2,327,583 | 4,738,333 | 7,083,311 |
Gross profit | 2,294,914 | 3,233,193 | 5,224,853 | 11,480,925 |
Operating expenses: | ||||
Selling, general and administrative | 3,134,239 | 2,361,951 | 8,909,939 | 8,073,288 |
Research and development | 426,811 | 22,723 | 2,034,973 | 96,138 |
Total operating expenses | 3,561,050 | 2,384,674 | 10,944,912 | 8,169,426 |
Operating (loss) income | (1,266,136) | 848,519 | (5,720,059) | 3,311,499 |
Non-operating expenses: | ||||
Interest and other expense, net | (13,323) | (7,399) | (35,630) | (54,551) |
Foreign currency transaction loss | (20,143) | (39,651) | (40,838) | (128,442) |
Total non-operating expenses | (33,466) | (47,050) | (76,468) | (182,993) |
(Loss) Income before income taxes | (1,299,602) | 801,469 | (5,796,527) | 3,128,506 |
Income tax (benefit) expense | (509,713) | 231,211 | (1,863,815) | 1,032,840 |
Net (loss) income | $ (789,889) | $ 570,258 | $ (3,932,712) | $ 2,095,666 |
Net (loss) income per basic common share outstanding | $ (0.03) | $ 0.02 | $ (0.13) | $ 0.07 |
Basic weighted average common shares outstanding | 30,991,247 | 28,655,970 | 30,983,271 | 28,647,275 |
Net (loss) income per diluted common share outstanding | $ (0.03) | $ 0.02 | $ (0.13) | $ 0.07 |
Diluted weighted average common shares outstanding | 30,991,247 | 29,054,147 | 30,983,271 | 29,058,576 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements Of Stockholders’ Equity - 9 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Treasury Stock at Cost [Member] | Total |
Balance at Sep. 30, 2016 | $ 312,740 | $ 69,660,010 | $ (581,519) | $ (27,651,215) | $ (7,806,605) | $ 33,933,411 |
Balance (in Shares) at Sep. 30, 2016 | 31,273,954 | |||||
Share-based compensation | $ 2,480 | 440,871 | 443,351 | |||
Share-based compensation (in Shares) | 247,999 | |||||
Issuance of shares of common stock in connection with the APP Merger | $ 20,000 | 1,806,097 | 1,826,097 | |||
Issuance of shares of common stock in connection with the APP Merger (in shares) | 2,000,000 | |||||
Issuance of warrants in connection with the APP Merger | 542,930 | 542,930 | ||||
Net loss | (3,932,712) | (3,932,712) | ||||
Balance at Jun. 30, 2017 | $ 335,220 | $ 72,449,908 | $ (581,519) | $ (31,583,927) | $ (7,806,605) | $ 32,813,077 |
Balance (in Shares) at Jun. 30, 2017 | 33,521,953 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders’ Equity (Parenthetical) | 9 Months Ended |
Jun. 30, 2017shares | |
The Financial Advisor Warrant [Member] | |
Issuance of warrants | 2,585,379 |
Common Stock [Member] | |
Issuance of common stock | 2,000,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) | 9 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES | ||
Net (loss) income | $ (3,932,712) | $ 2,095,666 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 267,193 | 327,632 |
Amortization of intangible assets | 106,916 | 0 |
Share-based compensation | 527,785 | 364,700 |
Warrants issued | 542,930 | |
Deferred income taxes | (1,989,399) | 789,197 |
Loss on disposal of fixed assets | 9,973 | 496 |
Changes in current assets and liabilities, net of effects of acquisition of a business | ||
Decrease (increase) in accounts receivable | 5,022,028 | (4,548,253) |
Decrease (increase) in income tax receivable | (34,717) | (7,749) |
Decrease (increase) in inventory | (131,684) | (592,256) |
Decrease (increase) in prepaid expenses and other assets | (159,985) | 10,750 |
(Decrease) increase in accounts payable | 127,525 | (17,939) |
(Decrease) increase in unearned revenue | 964,382 | |
(Decrease) increase in accrued expenses and other current liabilities | (914,763) | 686,051 |
Net cash provided by (used in) operating activities | 405,472 | (891,705) |
INVESTING ACTIVITIES | ||
Capital expenditures | (119,422) | (3,425) |
Net cash used in investing activities | (119,422) | (3,425) |
Net increase (decrease) in cash | 286,050 | (895,130) |
Cash at beginning of period | 2,385,082 | 4,105,814 |
CASH AT END OF PERIOD | 2,671,132 | 3,210,684 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash payments for income taxes paid | 215,893 | $ 276,284 |
Schedule of noncash financing and investing activities: | ||
Issuance of common stock in connection with the APP merger | 1,826,097 | |
Issuance of Series 4 Preferred Stock in connection with the APP Merger | 17,981,883 | |
Reduction of accrued expense upon issuance of shares | $ 22,176 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | NOTE 1 - Basis of Presentation The accompanying condensed consolidated financial statements are unaudited but in the opinion of management contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial position and the results of operations and cash flow for the periods presented in conformity with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. Operating results for the three and nine months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2017. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended September 30, 2016. Principles of Consolidation and Nature of Operations Veru Inc. (Veru o r the Company) is a biopharmaceutical company focused on urology and oncology. The Company does business as both "Veru Healthcare" and "The Female Health Company." On July 31, 2017, the Company changed its corporate name from The Female Health Company to Veru Inc. Veru specifically focuses on the development and commercialization of pharmaceutical products that qualify for FDA's 505(b)(2) regulatory approval pathway, which is designed to allow for potentially expedited regulatory approval based on a previously established safety and efficacy profile of the product. The Company is developing products under the 505(b)(1) pathway as well, which is the traditional new drug application (NDA) pathway. The Company is currently developing prescription products for benign prostatic hyperplasia (BPH or enlarged prostate), hot flashes associated with prostate cancer hormone treatment, male infertility and novel oral chemotherapy for a variety of malignancies, including metastatic prostate, breast and ovarian cancers. In addition, the Company initiated selling the FC2 Female Condom® in the US via prescription in April 2017 through its own dedicated sales force. The Company also sells PREBOOST® (4% benzocaine medicated individual wipe), which is a male genital desensitizing drug for the prevention of premature ejaculation, direct to consumers. The Company’s division, The Female Health Company, manages the Global Public Health Division, which is focused on the global public health sector FC2 business. This division manufactures and markets the Company’s Female Condom (FC2) to entities, including ministries of health, government health agencies, U.N. agencies, nonprofit organizations and commercial partners, that work to support and improve the lives, health and well-being of women around the world. The consolidated financial statements include the accounts of Veru and its wholly owned subsidiaries, Aspen Park Pharmaceuticals, Inc. (APP) and The Female Health Company Limited, and The Female Health Company Limited’s wholly owned subsidiaries, The Female Health Company (UK) plc and The Female Health Company (M) SDN.BHD. All significant intercompany transactions and accounts have been eliminated in consolidation. Prior to the completion of the acquisition of APP through the merger of a wholly owned subsidiary of the Company into APP (the APP Merger) (see Note 3, APP Merger Transaction), the Company had been a single product company engaged in marketing, manufacturing and distributing a consumer health care product, the FC2 female condom. The Female Health Company Limited, is the holding company of The Female Health Company (UK) plc, which is located in London, England (collectively the U.K. subsidiary). The Female Health Company (M) SDN.BHD leases a manufacturing facility located in Selangor D.E., Malaysia (the Malaysia subsidiary). The Company headquarters is located in Miami, Florida and a regional office is located in Chicago, Illinois, both in leased office facilities. FC2 has been distributed in either or both commercial (private sector) and public health sector markets in 144 countries. It is marketed to consumers through distributors, public health programs and retailers in 16 countries. The Company's standard credit terms vary from 30 to 120 days, depending on the class of trade and customary terms within a territory, so accounts receivable is affected by the mix of purchasers within the period. As is typical in the Company's business, extended credit terms may occasionally be offered as a sales promotion or for certain sales. The Company has agreed to credit terms of up to 150 days with our distributor in the Republic of South Africa. For the most recent order of 15 million units under the Brazil tender, the Company has agreed to up to 360 day credit terms with our distributor in Brazil subject to earlier payment upon receipt of payment by the distributor from the Brazilian Government. For the past twelve months, the Company's average days’ sales outstanding has averaged approximately 429 days. The balance in the allowance for doubtful accounts was $ 38,000 at both June 30, 2017 and September 30, 2016 . Unearned Revenue FC2 is distributed in the U.S. prescription channel principally through the retail pharmacy, which initiates through large pharmaceutical wholesalers in the U.S. Unearned revenue as of June 30, 2017 was $964, 382 and was com-prised mainly of sales made to wholesalers. We lack the experiential data which would allow us to estimate returns; therefore, as of June 30, 2017, we have determined that we do not yet meet the criteria for the recognition of reve-nue at the time of shipment to wholesalers as allowances for returns cannot be reasonably estimated. Accordingly, the Company deferred recognition of revenue on prescription products sold to wholesale distributors until the right of return no longer exists, which occurs at the earlier of the time the prescription products were dispensed through patient prescriptions or expiration of the right of return. The corresponding costs of product revenues for which we have not recognized product revenue have similarly not yet been reflected in our Unaudited Condensed Consoli-dated Statement of Operations. Restricted cash Restricted cash relates to security provided to one of the Company’s U.K. banks for performance bonds issued in favor of customers. The Company has a facility of $250,000 for such performance bonds. Such security has been extended infrequently and only on occasions where it has been a contract term expressly stipulated as an absolute requirement by the funds’ provider. The expiration of the bond is defined by the completion of the event such as, but not limited to, a period of time after the product has been distributed or expiration of the product shelf life. Restricted cash was $ 134,247 and $ 134,443 at June 30, 2017 and September 30, 2016 , respectively, and is included in cash on the accompanying Unaudited Condensed Consolidated Balance Sheets. Foreign Currency and Change in Functional Currency The Company recognized a foreign currency transaction loss of $ 20,143 and $ 40,838 for the three and nine months ended June 30, 2017 , respectively, compared to a loss of $ 39,651 and $ 128,442 for the three and nine months ended June 30, 2016 , respectively. The consistent use of the U.S. dollar as functional currency across the Company reduces its foreign currency risk and stabilizes its operating results. As a result of the U.S. dollar being the functional currency of the Company and all of its subsidiaries, comprehensive income is equivalent to the reported net income. B usiness Combinations The Company accounts for acquisitions using the acquisition method of accounting which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the business combination date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Transaction costs are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company's operating results from the date of acquisition. Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to acquired in-process research and development projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized but are tested for impairment on an annual basis or more frequently if the Company becomes aware of any events or changes that would indicate the fair values of the assets are below their carrying amounts. Intangible assets related to in-process research and development projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets are deemed finite-lived and are amortized based on their respective estimated useful lives at that point in time. The Company has not recorded an impairment of goodwill or in-process research and development since inception. Intangible assets with finite useful lives are amortized over their estimated useful lives, either on a straight-line basis or over the projected related revenue stream. Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. The Company has not recorded an impairment of long-lived assets since inception. Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials and contract manufacturing activities. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed, number of patients enrolled and the rate of patient enrollments may vary from the Company’s estimates, resulting in adjustments to expense in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect the Company’s results of operations. Series 4 Preferred Stock The Company issued 546,756 shares of Class A Convertible Preferred Stock – Series 4 (the Series 4 Preferred Stock) in connection with the completion of the APP Merger on October 31, 2016. The Series 4 Preferred Stock is classified as temporary equity in the balance sheet due to the requirement that the Company redeem the Series 4 Preferred Stock for cash upon certain events, including liquidation or sale of the Company or the 20 th anniversary of the date of issuance of the Series 4 Preferred Stock. The carrying values of the Series 4 Preferred Stock were not adjusted to the cash redemption price of such shares because it is not considered probable that the shares will be redeemed for cash. The outstanding shares of Series 4 Preferred Stock automatically converted into shares of the Company’s common stock effective July 31, 2017 as described in Note 11, Subsequent Events. Recently Issued Accounting Pronouncement In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred tax liabilities and assets to be classified as non-current in the consolidated balance sheet. Current accounting principles require an entity to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. ASU 2015-17 will be effective for the Company beginning on October 1, 2017. Early adoption of the standard is permitted, and the Company adopted this standard during the quarter ended December 31, 2016 and applied it to all periods presented. Adoption of this standard resulted in presenting current and prior period deferred tax assets and liabilities as non-current and net of one another on the balance sheet. These non-current deferred tax assets and liabilities are netted by tax jurisdiction. Current deferred tax assets totaling $2,025,000 at September 30, 2016 were reclassified to non-current and presented net with non-current deferred tax liabilities. Reclassifications Certain items in the September 30, 2016 consolidated financial statements have been reclassified to conform to the June 30, 2017 presentation. |
(Loss) Income per Share
(Loss) Income per Share | 9 Months Ended |
Jun. 30, 2017 | |
(Loss) Income per Share [Abstract] | |
(Loss) Income per Share | NOTE 2 – (Loss) Income per Share Basic (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Diluted (loss) income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period after giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of stock options , warrants, and unvested shares granted to employees and directors. Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016 Weighted average common shares outstanding - basic 30,991,247 28,655,970 30,983,271 28,647,275 Net effect of dilutive securities: Options — 1,624 — 14,748 Unvested restricted shares — 396,553 — 396,553 Total net effect of dilutive securities — 398,177 — 411,301 Weighted average common shares outstanding - diluted 30,991,247 29,054,147 30,983,271 29,058,576 (Loss) income per common share – basic $ (0.03) $ 0.02 $ (0.13) $ 0.07 (Loss) income per common share – diluted $ (0.03) $ 0.02 $ (0.13) $ 0.07 Options to purchase 297,500 shares of common stock, warrants to purchase 2,585,379 shares of common stock, and 198,750 un vested restricted shares that were outstanding during the three and nine months ended June 30, 2017 were not included in the computation of diluted net loss per share because their effect was anti-dilutive. Series 4 Preferred Stock is convertible into common stock; however, there were not sufficient common shares for conversion during the three and nine months ended June 30, 2017 , and therefore the Series 4 Preferred Stock is not included in the calculation. Options to purchase approximately 90,000 and 17,500 shares of common stock at exercise prices of $3.92 per share and $1.82 per share, respectively, that were both outstanding during the three and nine months ended June 30, 2016 were not included in the computation of diluted net income per share because their effect was anti-dilutive. All other outstanding stock options and unvested restricted shares were included in the computation of diluted net income per share for the three and nine months ended June 30, 2016 . |
APP Merger Transaction
APP Merger Transaction | 9 Months Ended |
Jun. 30, 2017 | |
APP Merger Transaction [Abstract] | |
APP Merger Transaction | Note 3 – APP Merger Transaction On October 31, 2016, as part of the Company's strategy to diversify its product line to mitigate the risks of being a single product company, the Company completed its acquisition of APP through the APP Merger. APP is a company focused on the development and commercialization of pharmaceutical and consumer health products for men's and women's health and oncology. For men, product and product candidates are in the areas of benign prostatic hyperplasia, male infertility, amelioration of side effects of hormonal prostate cancer therapies, gout, sexual dysfunction, and prostate cancer. For women, product candidates are for advanced breast and ovarian cancers and for female sexual health. The APP Merger was pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of October 31, 2016, (the Amended Merger Agreement), among the Company , APP, and the Company ’s wholly owned subsidiary Blue Hen Acquisition, Inc. (APP Merger Sub). Pursuant to the Amended Merger Agreement, on October 31, 2016 , APP became a wholly-owned subsidiary of the Company through the merger of APP Merger Sub with and into APP with APP continuing as the surviving corporation. Consummation of the APP Merger did not require the current approval of the Company ’s shareholders. Under the terms of the Amended Merger Agreement, pursuant to the APP Merger, the outstanding shares of APP common stock and preferred stock were converted into the right to receive in the aggregate 2,000,000 shares of the Company’s c ommon s tock and 546,756 shares of Series 4 Preferred Stock. The terms of the Series 4 Preferred Stock include the following: · Each share of Series 4 Preferred Stock will automatically convert into 40 shares of the Company's common stock upon receipt by the Company of approval by the affirmative vote of the Company's shareholders by the required vote under the Wisconsin Business Corporation Law and the NASDAQ listing rules, as applicable, of (i) an amendment to the Company's Amended and Restated Articles of Incorporation to increase the total number of authorized shares of the Company's common stock by a sufficient amount to permit such conversion and (ii) the conversion of the Series 4 Preferred Stock pursuant to applicable NASDAQ rules. · Upon a Liquidation Event, the holders of the Series 4 Preferred Stock will be entitled to a liquidation preference equal to the greater of (a) $1.00 per share (or $546,756 in the aggregate for all of the shares of Series 4 Preferred Stock), or (b) the amount holders would have received if the Series 4 Preferred Stock had converted to the Company's common stock. A "Liquidation Event" includes any voluntary or involuntary liquidation, dissolution or winding up of the Company and certain transactions involving an acquisition of the Company (which are referred to as Fundamental Changes). · The Series 4 Preferred Stock is redeemable on the first to occur of (i) the 20th anniversary of the date of original issuance or (ii) a Fundamental Change, at a price equal to $1.00 per share, unless converted into the Company's common stock prior to such redemption. · The Series 4 Preferred Stock is senior to all existing and future classes of the Company's capital stock upon a Liquidation Event, and no senior or additional pari passu preferred stock may be issued without the consent of the holders of a majority of the outstanding shares of Series 4 Preferred Stock. · The Series 4 Preferred Stock participates in dividends paid to holders of the Company's common stock on an as converted basis. · The Series 4 Preferred Stock has one vote per share and will generally vote with the Company's common stock on a one share to one share basis . The outstanding shares of Series 4 Preferred Stock automatically converted into shares of the Company’s common stock effective July 31, 2017 as described in Note 11, Subsequent Events Each of Harry Fisch, M.D., Karen Fisch, K&H Fisch Family Partners, LLC and Mitchell Steiner, M.D., has entered into an Amended and Restated Lock-Up Agreement (the Lock-Up Agreements) with the Company which generally prohibits each such holder from transferring 75% of the shares of the Company’s c ommon s tock and Series 4 Preferred Stock the holder is entitled to receive in the APP Merger for a period of 18 months following the closing of the APP Merger. The shares of the Company’s c ommon s tock and Series 4 Preferred Stock that are subject to the Lock-Up Agreements are being held in escrow for a period of one -year following the closing of the APP Merger as the sole remedy for APP’s indemnification obligations set forth in the Amended Merger Agreement pursuant to the terms of an Escrow Agreement. Seventy-five percent of the shares held in escrow are eligible for release from escrow six months after the closing of the APP Merger, although any shares released from escrow will remain subject to the Lock-Up Agreements until the end of their term. In connection with the APP Merger, the Company entered into a Registration Rights Agreement (the RRA) with the former APP stockholders granting them certain “Demand” and “Piggyback” registration rights for a period of up to 5 years. The Company will pay for the expenses of registration and related costs but not the selling expenses related thereto. The Company is only required to use its best efforts and in the event the registration does not occur, the Company is not required to pay any compensation to the former APP stockholders. The Company has evaluated the RAA under ASC 825-20, Registration Payment Arrangements, and determined accounting recognition is not required . The allocation of acquisition consideration for APP is based on estimates, assumptions, valuations and other studies which have not yet been finalized in order to make a definitive allocation. A summary of the total purchase consideration on October 31, 2016 is as follows: Common stock $ 1,826,097 Series 4 Preferred Stock 17,981,883 Total purchase consideration $ 19,807,980 The total estimated purchase price of approximately $19,807,980 is based on the issuance to the APP stockholders of a total of 2,000,000 share s of the Company’s c ommon s tock and 546,756 shares of Series 4 Preferred Stock. The common stock issued was valued based on the share price of the Company’s common stock on October 31, 2016 less an 8 percent discount on the shares subject to the Lock-Up Agreements, due to the lack of liquidity since the shares are not freely tradeable for a set time period. The Series 4 Preferred Stock were valued using an as-converted basis based on the share price of the Company’s common stock on October 31, 2016 less a 12 percent discount since the shares are not registered and inherently difficult to sell prior to the conversion to common stock. A 5 percent discount was also applied in the valuation due to the probability that the Series 4 Preferred Stock will never be converted to common stock. After giving effect to the conversion of the Series 4 Preferred Stock to c ommon s tock, which is wholly dependent upon future shareholder approval, the former APP s tockholders will own 23,870,240 shares of the Company’s c ommon s tock in total, constituting approximately 45% of the outstanding shares of the Company’s c ommon s tock as of October 31, 2016. The results of operations and the provisional fair values of the acquired assets and liabilities assumed have been included in the accompanying consolidated financial statements since the acquisition date. The Company incurred $1,396 and $935,781 in acquisition-related costs which were recorded within operating expenses for the three and nine months ended June 30, 2017 , respectively, compared to $833,739 and $1,014,037 for the three and nine months ended June 30, 2016 , respectively. The following table summarizes the fair value of assets acquired and liabilities assumed on October 31, 2016: Recognized amounts of identifiable assets acquired: Cash $ 43,118 Accounts receivable 6,975 Inventory 141,041 Prepaid expenses and other 339 Equipment, furniture, and fixtures 1,290 Intangible assets: In-process research and development 18,000,000 Developed technology - PREBOOST ® 2,400,000 Covenants not-to-compete 500,000 Total intangible assets 20,900,000 21,092,763 Recognized amounts of identifiable liabilities assumed: Accounts payable (1,087,212) Accrued expenses (276,503) Deferred tax liabilities (6,800,000) (8,163,715) Total identifiable net assets acquired 12,929,048 Goodwill 6,878,932 $ 19,807,980 APP has a developed technology in PREBOOST ® . I n-process research and development represents incomplete research and development projects at APP. The fair value of the developed technology and in-process research and development were determined using the income approach, which was prepared based on forecasts by management. Purchase price in excess of assets acquired and liabilities assumed is recorded as goodwill. Goodwill is not deductible for tax purposes. Pro Forma Financial Information The amounts of pro forma, unaudited net revenues and net (loss) income of the combined entity had the acquisition date been October 1, 2015 are as follows: Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016 Net revenues $ 4,314,068 $ 5,565,805 $ 9,964,330 $ 18,577,061 Net (loss) income $ (789,889) $ (304,565) $ (4,500,067) $ 283,884 In connection with the APP Merger, a consolidated complaint has been filed against the Company and its directors alleging breach of fiduciary duty. The Company intends to vigorously defend this lawsuit. |
Inventory
Inventory | 9 Months Ended |
Jun. 30, 2017 | |
Inventory [Abstract] | |
Inventory | NOTE 4 - Inventory Inventory consists of the following components at June 30, 2017 and September 30, 2016 : June 30, 2017 September 30, 2016 FC2 Raw material $ 439,104 $ 670,802 Work in process 69,164 — Finished goods 2,437,165 1,834,958 Inventory, gross 2,945,433 2,505,760 Less: inventory reserves (294,884) (13,116) FC2, net 2,650,549 2,492,644 PREBOOST ® Finished goods 114,820 — Inventory, net $ 2,765,369 $ 2,492,644 |
Line of Credit
Line of Credit | 9 Months Ended |
Jun. 30, 2017 | |
Line of Credit [Abstract] | |
Line of Credit | NOTE 5 – Line of Credit On December 29, 2015, the Company entered into a Credit Agreement (the Credit Agreement) with BMO Harris Bank N.A. (BMO Harris Bank). The Credit Agreement provides the Company with a revolving line of credit of up to $10 million with a term that extends to December 29, 2017. Borrowings under the Credit Agreement bear interest, at the Company’s option, at a base rate or at LIBOR plus 2.25% . The Company is also required to pay a commitment fee at the rate of 0.10% per annum on the average daily unused portion of the revolving line of credit. The Company's obligations under the Credit Agreement are secured by a lien against substantially all of the assets of the Company and a pledge of 65% of the outstanding shares of The Female Health Company Limited and all of the outstanding shares of APP . In addition to other customary representations, covenants and default provisions, the Company is required to maintain a minimum tangible net worth and to not exceed a maximum total leverage ratio. Among the non-financial covenants, the Company is restricted in its ability to pay dividends, buy back shares of its common stock, incur additional debt and make acquisitions above certain amounts. The completion of the APP M erger (see Note 3, APP Merger Transaction ) resulted in a default in the Company 's compliance with certain covenants in the Credit Agreement and constitute d an "event of default" under the Credit Agreement. On November 28, 2016, the Company , Badger Acquisition Sub, Inc., wholly owned subsidiary of the Company, APP and BMO Harris Bank entered into a Third Amendment to the Credit Agreement (the Amendment). Pursuant to the Amendment, BMO Harris Bank waived the defaults in the Company 's compliance with the covenants in the Credit Agreement as a result of the completion of the merger transaction with APP and APP became a co-borrower under the Credit Agreement. As a result, the revolving line of credit remains in effect under the terms of the Credit Agreement until the end of its term on December 29, 2017. No amounts were outstanding under the Credit Agreement at either June 30, 2017 or September 30, 2016 . |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Jun. 30, 2017 | |
Share-Based Payments [Abstract] | |
Share-Based Payments | NOTE 6 – Share-Based Payments In March 2008, the Company’s shareholders approved the 2008 Stock Incentive Plan which is utilized to provide equity opportunities and performance–based incentives to attract, retain and motivate those persons who make (or are expected to make) important contributions to the Company. A total of 2 million shares are available for issuance under this plan. As of June 30, 2017 , a total of 1,824,802 shares had been granted under the plan and not forfeited or are subject to outstanding commitments to issue shares under the plan , of which 297,500 shares were in the form of stock options and the remainder were in the form of restricted stock or other share grants. On July 28, 2017, the Company's shareholders approved the 2017 Equity Incentive Plan, which replaces the 2008 Stock Incentive Plan. No further awards will be made under the 2008 Stock Incentive Plan. A total of 4.7 million shares are available for issuance under the 2017 Equity Incentive Plan. Stock Options T he Company granted 190,000 options at an exercise price of $0.95 to an outside director and an employee under the 2008 Stock Incentive Plan during the nine months ended June 30, 2017 . The Company did no t grant any options during the three months ended June 30, 2017 . Options issued under this plan expire in 10 years with vesting over a one -year period from the grant date. The Company granted 17,500 options to certain employees under the 2008 Stock Incentive Plan during the three and nine months ended June 30, 2016 . Options issued under this plan expire in 10 years with vesting over a two-year period with one-half vesting on the first anniversary of the grant date and one-half vesting on the second anniversary of the grant date. Based on the Company’s history of prior forfeitures and future expectations it was determined that there would be no forfeiture rate used for these grants . Compensation expense is recognized only for share-based payments expected to vest. Stock compensation expense related to options was approximately $20,509 and $58,356 for the three and nine months ended June 30, 2017 , respectively. No stock compensation expense related to options was recognized for the three and nine months ended June 30, 2016 . During the nine months ended June 30, 2017 , the Company used historical volatility of our common stock over a period equal to the expected life of the options to estimate their fair value. The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock. The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining term. The expected term of the options represents the estimated period of time until exercise and is based on the simplified method. To value options granted for actual stock-based compensation, the Company used the Black-Scholes option valuation model. When the measurement date is certain, the fair value of each option grant is estimated on the date of grant and is based on the assumptions used for the expected stock price volatility, expected term, risk-free interest rates and future dividend payments. There were 90,000 stock options granted under the 1997 Stock Option Plan that expired during the nine months ended June 30, 2017 . The 1997 Stock Option Plan expired on December 31, 2006, and no more options are outstanding under the plan. No stock options were exercised during the three and nine months ended June 30, 2017 or 2016 . The following table summarizes the stock options outstanding and exercisable at June 30, 2017 : Options Weighted Options Weighted Outstanding Average Weighted Aggregate Exercisable Average Weighted Aggregate at June Remaining Average Intrinsic at June Remaining Average Intrinsic 30, 2017 Life (years) Exercise Price Value 30, 2017 Life (years) Exercise Price Value Total 297,500 7.06 $ 1.90 $ 19,000 90,000 1.92 $ 3.92 $ — The aggregate intrinsic value in the table above is before income taxes, based on the closing price of the Company’s common stock of $ 1.05 per share as of the last business day of the period ended June 30, 2017 . As of June 30, 2017 , the Company had unrecognized compensation expens e of $29,085 related to unvested stock options . These expenses will be recognized over approximately 0.76 years . Restricted Stock The Company issues restricted stock to employees, directors and consultants. Such issuances may have vesting periods that range from one to three years. In addition, the Company has issued stock awards to certain employees that provide for future issuance contingent on continued employment for periods that range from one to three years. During the nine months ended June 30, 2017 , t he Company granted a total of 190,000 shares of restricted stock or shares issuable pursuant to promises to issue shares of common stock. The fair value of the awards granted was approximately $ 181,000 . All such shares of restricted stock vest and all such shares must be issued pursuant to the vesting period noted , provided the grantee has not voluntarily terminated service or been terminated for cause prior to the vesting or issuance . There were zero and 26,500 shares of restricted stock forfeited during the three and nine months ended June 30, 2017, respectively . On October 31, 2016, vesting was accelerated in connection with the closing of the APP Merger as to 152,717 restricted shares and the right to receive 68,832 shares, or at the holder’s election cash based on the fair market value of the shares, h eld by employees and directors. Holders elected to receive 42,332 shares in common stock and the value of 26,500 shares in cash based on the stock price at the time of vesting of $0.95 per share. The Company granted a total of 101,250 shares of restricted stock or shares issuable pursuant to promises to issue shares of common stock during the nine months ended June 30, 2016 . The stock granted during the nine months ended June 30, 2016 includes rights to receive a tota l of 13,498 shares , or at a holder’s election cash based on the fair market value of the shares, contingent on continued employment or service. The fair value of the awards granted was approximately $ 153,000 . All such shares of restricted stock vest and all such shares must be issued at the end of the applicable period, provided the grantee has not voluntarily terminated service or been terminated for cause prior to the vesting or issuance date. There were no shares of restricted stock forfeited during the three and nine months ended June 30, 2016 . The Company recognized share-based compensation expense for restricted stock or promises to issue shares of common stock of approximately $ 49,000 and $ 352,000 for the three and nine months ended June 30, 2017 , respectively. Share-based compensation expense for restricted stock or promises to issue shares of common stock for the three and nine months ended June 30, 2016 was approximately $ 107,000 and $ 362,000 , respectively, of which $ 81,000 was included in accrued expenses at June 30, 2016 . This compensation expense was included in operating expenses on the accompanying Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2017 and 2016 . As of June 30, 2017 , there was approximately $ 72,000 , representing approximately 71,000 unvested shares, of total unrecognized compensation cost related to non-vested restricted stock compensation arrangements granted under the Company’s equity compensation plans. This unrecognized cost will be recognized over the weighted average period of the next 0.38 years. Common Stock Purchase Warrants In connection with the closing of the APP Merger, the Company issued a warrant to purchase up to 2,585,379 shares of the Company's common stock to Torreya Capital, the Company's financial advisor (the Financial Advisor Warrant). The Financial Advisor Warrant has a five -year term, a cashless exercise feature and a strike price equal to $1.93 per share, the average price of the Company's common stock for the ten-day period preceding the original announcement of the APP Merger on April 6, 2016. The fair value of the Financial Advisor Warrant is based on the closing price of the Company's common stock on October 31, 2016 of $0.95 . The fair value of the Financial Advisor Warrant of $542,930 was estimated at the date of grant using the Black-Scholes option pricing model assuming expected volatility of 47.2 percent, risk-free interest rate of 1.31 percent, expected life of five years, and no dividend yield. The Financial Advisor Warrant vested upon issuance. Half of the shares subject to the Financial Advisor Warrant , or 1,292,690 shares, are locked-up for a period of 18 months from the issuance date. The Financial Advisor Warrant is recorded as a component of additional paid-in-capital and the Financial Advisor Warrant expense is included in operating expenses for the nine months ended June 30, 2017 . Restricted Stock Units In connection with the closing of the APP Merger, the Company issued 50,000 and 140,000 restricted stock units to an employee and an outside director, respectively, that vest on October 31, 2018. The restricted stock units w ill be settled in the Company’s c ommon s tock if, prior to the vesting date, the Company receives shareholder approval under NASDAQ Rule 5635(c) to increase the number of authorized shares under the 2008 Stock Incentive P lan sufficient to issue such shares or adopt a new plan under which such shares would be issued. With the approval of the 2017 Equity Incentive Plan by shareholders on July 28, 2017, such restricted stock units will be settled in common stock issued under the 2017 Equity Incentive Plan . The restricted stock units will be revalued monthly using the Company’s current stock price on the last business day of the month during the vesting period of two years. Stock compensation expense related to the restricted stock units was approximately $26,415 and $66,318 for the three and nine months ended June 30, 2017 , respectively, and is recorded as a component of accrued expenses and other current liabilities. The fair value of the restricted stock units is approximately $199,500 as of June 30, 2017 . Stock Appreciation Rights In connection with the closing of the APP Merger, the Company issued stock appreciation rights based on 50,000 and 140,000 shares of the Company’s c ommon s tock to an employee and an outside director, respectively, that vest on October 31, 2018. The stock appreciations rights have a ten -year term. Exercise price per share was $0.95 , which was the closing price of a share of the Company’s c ommon s tock as quoted on NASDAQ on the trading day immediately preceding the date of the completion of the APP Merger. The stock appreciation rights will be settled in the Company’s c ommon s tock if, prior to the exercise date, the Company receives shareholder approval under NASDAQ Rule 5635(c) to increase the number of authorized shares under the 2008 Stock Incentive P lan sufficient to issue such shares or adopt a new plan under which such shares would be issued . With the approval of the 2017 Equity Incentive Plan by shareholders on July 28, 2017, such stock appreciation rights will be settled in common stock issued under the 2017 Equity Incentive Plan. The stock appreciation rights will be measured using the option-pricing model (Black-Scholes) to estimate the fair value. The fair value will be updated monthly based on current information over the vesting period of two years . Stock compensation expense related to the stock appreciation rights was approximately $9,542 and $26,229 for the three and nine months ended June 30, 2017 , respectively, and is recorded as a component of accrued expenses and other current liabilities. The fair value of the stock appreciation rights is approximately $78,900 as of June 30, 2017 . |
Industry Segments and Financial
Industry Segments and Financial Information About Foreign and Domestic Operations | 9 Months Ended |
Jun. 30, 2017 | |
Industry Segments and Financial Information About Foreign and Domestic Operations [Abstract] | |
Industry Segments and Financial Information About Foreign and Domestic Operations | NOTE 7 - Industry Segments and Financial Information About Foreign and Domestic Operations The Company currently operates in one industry segment which includes the development, manufacture and marketing of consumer health care products. The Company operates in foreign and domestic regions. Information about the Company's operations by geographic area is as follows (in thousands): Net Revenues to External Customers for Long-Lived Asset As Of the Nine Months Ended June 30, June 30, September 30, 2017 2016 2017 2016 Mozambique $ 1,430 (1) $ * $ — $ — Zimbabwe 1,271 (1) 2,478 (1) — — South Africa 955 * — — Cameroon 891 * — — United States 790 1,847 35,721 7,963 Nigeria 696 * — — Brazil * 6,008 (1) — — Malaysia * * 567 796 United Kingdom * * 77 93 Other 3,930 8,231 — — Total $ 9,963 $ 18,564 $ 36,365 $ 8,852 * Countries with l ess than 5 percent of total net revenues . (1) Countries exceeding 10 percent of total net revenues . At June 30, 2017 the Company had two customers whose current accounts receivable balance represented 25 percent and 15 percent of current assets, respectively. At September 30, 2016 the Company had one customer whose current accounts receivable balance represented 49 percent of current assets. No other single customer’s current accounts receivable balance accounted for more than 10 percent of current assets as of June 30, 2017 or September 30, 2016 . There was one customer whose accounts receivable and other long-term receivables balance represented 80 percent and 85 percent of accounts receivable and other long-term receivables at June 30, 2017 and September 30, 2016, respectively. There were two and three customers who each exceeded 10 percent of net revenues for the nine months ended June 30, 2017 and 2016, respe ctively. |
Contingent Liabilities
Contingent Liabilities | 9 Months Ended |
Jun. 30, 2017 | |
Contingent Liabilities [Abstract] | |
Contingent Liabilities | NOTE 8 – Contingent Liabilities The testing, manufacturing and marketing of consumer products by the Company entail an inherent risk that product liability claims will be asserted against the Company. The Company maintains product liability insurance coverage for claims arising from the use of its products. The coverage amount is currently $10 million for FC2 and PREBOOST® . |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 9 – Income Taxes The Company accounts for income taxes using the liability method, which requires the recognition of deferred tax assets or liabilities for the tax-effected temporary differences between the financial reporting and tax bases of its assets and liabilities, and for net operating loss and tax credit carryforwards. The Company completes a detailed analysis of its deferred income tax valuation allowances on an annual basis or more frequently if information comes to our attention that would indicate that a revision to our estimates is necessary. In evaluating the Company’s ability to realize its deferred tax assets, management considers all available positive and negative evidence on a country-by-country basis, including past operating results , forecast of future taxable income , and the potential Section 382 limitation on the net operating loss carryforwards due to a change in control . In determining future taxable income, management makes assumptions to forecast U.S. federal and state, U.K. and Malaysia operating income, the reversal of temporary differences, and the implementation of any feasible and prudent tax planning strategies. These assumptions require significant judgment regarding the forecasts of the future taxable income in each tax jurisdiction, and are consistent with the forecasts used to manage the Company’s business. It should be noted that the Company realized significant losses through 2005 on a consolidated basis. Since fiscal year 2006, the Company has annually generated taxable income on a consolidated basis, providing a reasonable future period in which the Company can reasonably expect to generate taxable income. In management’s analysis to determine the amount of the deferred tax asset to recognize, management projected future taxable income for each tax jurisdiction. As of June 30, 2017 , the Company had U.S. federal and state net operating loss carryforwards of approximately $ 11,705,000 and $ 11,425,000 , respectively, for income tax purposes expiring in years 2021 to 2034 . The Company’s U.K. subsidiary has U.K. net operating loss carryforwards of approximately $ 60,863,000 as of June 30, 2017 , which can be carried forward indefinitely to be used to offset future U.K. taxable income . With the demand for FC2, the Company expects utilization of its net operating losses in both the U .K. and the U.S. will continue. A reconciliation of income tax expense and the amount computed by applying the statutory federal income tax rate to income before income taxes is as follows : Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016 Income tax (benefit) expense at statutory rates $ (442,000) $ 273,000 $ (1,971,000) $ 1,064,000 State income tax (benefit) expense, net of federal benefits (66,000) 46,000 (295,000) 165,000 Non-deductible business acquisition expenses 29,000 1,000 182,000 4,000 Non-deductible expenses - other 10,000 — 14,000 — Effect of AMT expense — (7,000) — 20,000 Effect of lower foreign income tax rates (12,955) (103,442) 189,422 (258,215) Other (27,758) 21,653 16,763 38,055 Income tax (benefit) expense $ (509,713) $ 231,211 $ (1,863,815) $ 1,032,840 Significant components of the Company’s deferred tax assets and liabilities are as follows: June 30, September 30, Deferred Tax Assets 2017 2016 Federal net operating loss carryforwards $ 5,453,454 $ 2,756,000 State net operating loss carryforwards 594,777 400,000 AMT credit carryforward 489,000 489,000 Foreign net operating loss carryforwards – U.K. 11,213,096 10,955,000 Foreign capital allowance – U.K. 112,000 112,000 Other, net - Malaysia 9,850 9,850 Restricted stock – U.K. 1,000 1,000 Share-based compensation 127,402 101,000 Warrants 212,367 — Deemed dividend - Malaysia 942,000 942,000 Other, net - U.S. 25,000 25,000 Gross deferred tax assets 19,179,946 15,790,850 Valuation allowance for deferred tax assets (2,299,000) (2,299,000) Net deferred tax assets 16,880,946 13,491,850 Deferred Tax Liabilities: Intangible assets (8,204,000) — Foreign capital allowance – Malaysia (115,616) (119,919) Gross deferred tax liabilities (8,319,616) (119,919) Net deferred tax assets $ 8,561,330 $ 13,371,931 The deferred tax amounts have been classified in the accompanying consolidated balance sheets as follows: June 30, September 30, 2017 2016 Long term deferred assets $ 9,027,096 $ 13,482,000 Long term deferred liabilities (465,766) (110,069) Total $ 8,561,330 $ 13,371,931 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | Note 1 0 – Goodwill and Intangible Assets Goodwill The gros s carrying amount of goodwill i s as follows: Balance at September 30, 2016 $ — Goodwill arising from APP Merger 6,878,932 Balance at June 30, 2017 $ 6,878,932 Intangible assets The gross carrying amounts and net book value of intangible assets a re as follows at June 30, 2017 : Gross Carrying Accumulated Net Book Amount Amortization Value Intangible assets with finite lives: Developed technology - PREBOOST ® $ 2,400,000 $ 59,297 $ 2,340,703 Covenants not-to-compete 500,000 47,619 452,381 Total intangible assets with finite lives 2,900,000 106,916 2,793,084 Acquired in-process research and development assets 18,000,000 — 18,000,000 Total intangible assets $ 20,900,000 $ 106,916 $ 20,793,084 Intangible assets are carried at cost less accumulated amortization. Amortization is over the projected related revenue stream for the PREBOOST ® developed technology over the next 10 years and 7 years for the covenants not - to - compete, and the amortization expense is recorded in operating expenses. Amortization expense was $40,094 and $106,916 for the three and nine months ended June 30, 2017 , respectively, and $0 for both the three and nine months ended June 30, 2016 . Based on finite-lived intangible assets recorded as of June 30, 2017 , the estimated future amortization expense is as follows: Estimated Year Ending September 30, Amortization Expense 2017 $ 40,093 2018 275,262 2019 309,234 2020 316,368 2021 323,706 Thereafter 1,528,421 Total $ 2,793,084 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 1 1 – Subsequent Events On July 28, 2017, the Company held a Special Meeting at which the Company’s stockholders approved, among other proposals, an increase in the number of authorized shares of common stock from 38,500,000 to 77,000,000 and approval of the issuance of common stock upon conversion of the Series 4 Preferred Stock. As such, the Series 4 Preferred Stock will convert to common stock as described in Note 4. In addition, the Stock Appreciation Rights and Restricted Stock Units described in Note 6 will be reclassified to the equity section of the balance sheet, as the Company now has available authorized shares to settle these awards. |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 9 Months Ended |
Jun. 30, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited but in the opinion of management contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial position and the results of operations and cash flow for the periods presented in conformity with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. Operating results for the three and nine months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2017. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended September 30, 2016. |
Principles of Consolidation and Nature of Operations | Principles of Consolidation and Nature of Operations Veru Inc. (Veru o r the Company) is a biopharmaceutical company focused on urology and oncology. The Company does business as both "Veru Healthcare" and "The Female Health Company." On July 31, 2017, the Company changed its corporate name from The Female Health Company to Veru Inc. Veru specifically focuses on the development and commercialization of pharmaceutical products that qualify for FDA's 505(b)(2) regulatory approval pathway, which is designed to allow for potentially expedited regulatory approval based on a previously established safety and efficacy profile of the product. The Company is developing products under the 505(b)(1) pathway as well, which is the traditional new drug application (NDA) pathway. The Company is currently developing prescription products for benign prostatic hyperplasia (BPH or enlarged prostate), hot flashes associated with prostate cancer hormone treatment, male infertility and novel oral chemotherapy for a variety of malignancies, including metastatic prostate, breast and ovarian cancers. In addition, the Company initiated selling the FC2 Female Condom® in the US via prescription in April 2017 through its own dedicated sales force. The Company also sells PREBOOST® (4% benzocaine medicated individual wipe), which is a male genital desensitizing drug for the prevention of premature ejaculation, direct to consumers. The Company’s division, The Female Health Company, manages the Global Public Health Division, which is focused on the global public health sector FC2 business. This division manufactures and markets the Company’s Female Condom (FC2) to entities, including ministries of health, government health agencies, U.N. agencies, nonprofit organizations and commercial partners, that work to support and improve the lives, health and well-being of women around the world. The consolidated financial statements include the accounts of Veru and its wholly owned subsidiaries, Aspen Park Pharmaceuticals, Inc. (APP) and The Female Health Company Limited, and The Female Health Company Limited’s wholly owned subsidiaries, The Female Health Company (UK) plc and The Female Health Company (M) SDN.BHD. All significant intercompany transactions and accounts have been eliminated in consolidation. Prior to the completion of the acquisition of APP through the merger of a wholly owned subsidiary of the Company into APP (the APP Merger) (see Note 3, APP Merger Transaction), the Company had been a single product company engaged in marketing, manufacturing and distributing a consumer health care product, the FC2 female condom. The Female Health Company Limited, is the holding company of The Female Health Company (UK) plc, which is located in London, England (collectively the U.K. subsidiary). The Female Health Company (M) SDN.BHD leases a manufacturing facility located in Selangor D.E., Malaysia (the Malaysia subsidiary). The Company headquarters is located in Miami, Florida and a regional office is located in Chicago, Illinois, both in leased office facilities. FC2 has been distributed in either or both commercial (private sector) and public health sector markets in 144 countries. It is marketed to consumers through distributors, public health programs and retailers in 16 countries. The Company's standard credit terms vary from 30 to 120 days, depending on the class of trade and customary terms within a territory, so accounts receivable is affected by the mix of purchasers within the period. As is typical in the Company's business, extended credit terms may occasionally be offered as a sales promotion or for certain sales. The Company has agreed to credit terms of up to 150 days with our distributor in the Republic of South Africa. For the most recent order of 15 million units under the Brazil tender, the Company has agreed to up to 360 day credit terms with our distributor in Brazil subject to earlier payment upon receipt of payment by the distributor from the Brazilian Government. For the past twelve months, the Company's average days’ sales outstanding has averaged approximately 429 days. The balance in the allowance for doubtful accounts was $ 38,000 at both June 30, 2017 and September 30, 2016 . |
Unearned Revenue | Unearned Revenue FC2 is distributed in the U.S. prescription channel principally through the retail pharmacy, which initiates through large pharmaceutical wholesalers in the U.S. Unearned revenue as of June 30, 2017 was $964, 382 and was com-prised mainly of sales made to wholesalers. We lack the experiential data which would allow us to estimate returns; therefore, as of June 30, 2017, we have determined that we do not yet meet the criteria for the recognition of reve-nue at the time of shipment to wholesalers as allowances for returns cannot be reasonably estimated. Accordingly, the Company deferred recognition of revenue on prescription products sold to wholesale distributors until the right of return no longer exists, which occurs at the earlier of the time the prescription products were dispensed through patient prescriptions or expiration of the right of return. The corresponding costs of product revenues for which we have not recognized product revenue have similarly not yet been reflected in our Unaudited Condensed Consoli-dated Statement of Operations. |
Restricted Cash | Restricted cash Restricted cash relates to security provided to one of the Company’s U.K. banks for performance bonds issued in favor of customers. The Company has a facility of $250,000 for such performance bonds. Such security has been extended infrequently and only on occasions where it has been a contract term expressly stipulated as an absolute requirement by the funds’ provider. The expiration of the bond is defined by the completion of the event such as, but not limited to, a period of time after the product has been distributed or expiration of the product shelf life. Restricted cash was $ 134,247 and $ 134,443 at June 30, 2017 and September 30, 2016 , respectively, and is included in cash on the accompanying Unaudited Condensed Consolidated Balance Sheets. |
Foreign Currency and Change in Functional Currency | Foreign Currency and Change in Functional Currency The Company recognized a foreign currency transaction loss of $ 20,143 and $ 40,838 for the three and nine months ended June 30, 2017 , respectively, compared to a loss of $ 39,651 and $ 128,442 for the three and nine months ended June 30, 2016 , respectively. The consistent use of the U.S. dollar as functional currency across the Company reduces its foreign currency risk and stabilizes its operating results. As a result of the U.S. dollar being the functional currency of the Company and all of its subsidiaries, comprehensive income is equivalent to the reported net income. |
Business Combinations | Business Combinations The Company accounts for acquisitions using the acquisition method of accounting which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the business combination date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Transaction costs are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company's operating results from the date of acquisition. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to acquired in-process research and development projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized but are tested for impairment on an annual basis or more frequently if the Company becomes aware of any events or changes that would indicate the fair values of the assets are below their carrying amounts. Intangible assets related to in-process research and development projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets are deemed finite-lived and are amortized based on their respective estimated useful lives at that point in time. The Company has not recorded an impairment of goodwill or in-process research and development since inception. Intangible assets with finite useful lives are amortized over their estimated useful lives, either on a straight-line basis or over the projected related revenue stream. |
Impairement of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. The Company has not recorded an impairment of long-lived assets since inception. |
Accrued Research and Development Costs | Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials and contract manufacturing activities. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed, number of patients enrolled and the rate of patient enrollments may vary from the Company’s estimates, resulting in adjustments to expense in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect the Company’s results of operations. |
Series 4 Preferred Stock | Series 4 Preferred Stock The Company issued 546,756 shares of Class A Convertible Preferred Stock – Series 4 (the Series 4 Preferred Stock) in connection with the completion of the APP Merger on October 31, 2016. The Series 4 Preferred Stock is classified as temporary equity in the balance sheet due to the requirement that the Company redeem the Series 4 Preferred Stock for cash upon certain events, including liquidation or sale of the Company or the 20 th anniversary of the date of issuance of the Series 4 Preferred Stock. The carrying values of the Series 4 Preferred Stock were not adjusted to the cash redemption price of such shares because it is not considered probable that the shares will be redeemed for cash. The outstanding shares of Series 4 Preferred Stock automatically converted into shares of the Company’s common stock effective July 31, 2017 as described in Note 11, Subsequent Events. |
Recently Issued Accounting Pronouncement | Recently Issued Accounting Pronouncement In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred tax liabilities and assets to be classified as non-current in the consolidated balance sheet. Current accounting principles require an entity to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. ASU 2015-17 will be effective for the Company beginning on October 1, 2017. Early adoption of the standard is permitted, and the Company adopted this standard during the quarter ended December 31, 2016 and applied it to all periods presented. Adoption of this standard resulted in presenting current and prior period deferred tax assets and liabilities as non-current and net of one another on the balance sheet. These non-current deferred tax assets and liabilities are netted by tax jurisdiction. Current deferred tax assets totaling $2,025,000 at September 30, 2016 were reclassified to non-current and presented net with non-current deferred tax liabilities. |
Reclassifications | Reclassifications Certain items in the September 30, 2016 consolidated financial statements have been reclassified to conform to the June 30, 2017 presentation. |
(Loss) Income per Share (Tables
(Loss) Income per Share (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
(Loss) Income per Share [Abstract] | |
Schedule Of Earnings Per Share, Basic And Diluted | Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016 Weighted average common shares outstanding - basic 30,991,247 28,655,970 30,983,271 28,647,275 Net effect of dilutive securities: Options — 1,624 — 14,748 Unvested restricted shares — 396,553 — 396,553 Total net effect of dilutive securities — 398,177 — 411,301 Weighted average common shares outstanding - diluted 30,991,247 29,054,147 30,983,271 29,058,576 (Loss) income per common share – basic $ (0.03) $ 0.02 $ (0.13) $ 0.07 (Loss) income per common share – diluted $ (0.03) $ 0.02 $ (0.13) $ 0.07 |
APP Merger Transaction (Tables)
APP Merger Transaction (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
APP Merger Transaction [Abstract] | |
Summary of Total Purchase Consideration | Common stock $ 1,826,097 Series 4 Preferred Stock 17,981,883 Total purchase consideration $ 19,807,980 |
Fair Value of Assets Acquired and Liabilities Assumed | Recognized amounts of identifiable assets acquired: Cash $ 43,118 Accounts receivable 6,975 Inventory 141,041 Prepaid expenses and other 339 Equipment, furniture, and fixtures 1,290 Intangible assets: In-process research and development 18,000,000 Developed technology - PREBOOST ® 2,400,000 Covenants not-to-compete 500,000 Total intangible assets 20,900,000 21,092,763 Recognized amounts of identifiable liabilities assumed: Accounts payable (1,087,212) Accrued expenses (276,503) Deferred tax liabilities (6,800,000) (8,163,715) Total identifiable net assets acquired 12,929,048 Goodwill 6,878,932 $ 19,807,980 |
Pro Forma, Net Revenues and Net Income (Loss) Combined Entity | Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016 Net revenues $ 4,314,068 $ 5,565,805 $ 9,964,330 $ 18,577,061 Net (loss) income $ (789,889) $ (304,565) $ (4,500,067) $ 283,884 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Inventory [Abstract] | |
Components Of Inventory | June 30, 2017 September 30, 2016 FC2 Raw material $ 439,104 $ 670,802 Work in process 69,164 — Finished goods 2,437,165 1,834,958 Inventory, gross 2,945,433 2,505,760 Less: inventory reserves (294,884) (13,116) FC2, net 2,650,549 2,492,644 PREBOOST ® Finished goods 114,820 — Inventory, net $ 2,765,369 $ 2,492,644 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Share-Based Payments [Abstract] | |
Summary Of Stock Options Outstanding And Exercisable | Options Weighted Options Weighted Outstanding Average Weighted Aggregate Exercisable Average Weighted Aggregate at June Remaining Average Intrinsic at June Remaining Average Intrinsic 30, 2017 Life (years) Exercise Price Value 30, 2017 Life (years) Exercise Price Value Total 297,500 7.06 $ 1.90 $ 19,000 90,000 1.92 $ 3.92 $ — |
Industry Segments and Financi23
Industry Segments and Financial Information About Foreign and Domestic Operations (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Industry Segments and Financial Information About Foreign and Domestic Operations [Abstract] | |
Schedule Of Operations By Geographic Area | Net Revenues to External Customers for Long-Lived Asset As Of the Nine Months Ended June 30, June 30, September 30, 2017 2016 2017 2016 Mozambique $ 1,430 (1) $ * $ — $ — Zimbabwe 1,271 (1) 2,478 (1) — — South Africa 955 * — — Cameroon 891 * — — United States 790 1,847 35,721 7,963 Nigeria 696 * — — Brazil * 6,008 (1) — — Malaysia * * 567 796 United Kingdom * * 77 93 Other 3,930 8,231 — — Total $ 9,963 $ 18,564 $ 36,365 $ 8,852 * Countries with l ess than 5 percent of total net revenues . (1) Countries exceeding 10 percent of total net revenues . |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Income Taxes [Abstract] | |
Reconciliation Of Income Tax Expense (Benefit) | Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016 Income tax (benefit) expense at statutory rates $ (442,000) $ 273,000 $ (1,971,000) $ 1,064,000 State income tax (benefit) expense, net of federal benefits (66,000) 46,000 (295,000) 165,000 Non-deductible business acquisition expenses 29,000 1,000 182,000 4,000 Non-deductible expenses - other 10,000 — 14,000 — Effect of AMT expense — (7,000) — 20,000 Effect of lower foreign income tax rates (12,955) (103,442) 189,422 (258,215) Other (27,758) 21,653 16,763 38,055 Income tax (benefit) expense $ (509,713) $ 231,211 $ (1,863,815) $ 1,032,840 |
Significant Components Of Deferred Tax Assets And Liabilities | June 30, September 30, Deferred Tax Assets 2017 2016 Federal net operating loss carryforwards $ 5,453,454 $ 2,756,000 State net operating loss carryforwards 594,777 400,000 AMT credit carryforward 489,000 489,000 Foreign net operating loss carryforwards – U.K. 11,213,096 10,955,000 Foreign capital allowance – U.K. 112,000 112,000 Other, net - Malaysia 9,850 9,850 Restricted stock – U.K. 1,000 1,000 Share-based compensation 127,402 101,000 Warrants 212,367 — Deemed dividend - Malaysia 942,000 942,000 Other, net - U.S. 25,000 25,000 Gross deferred tax assets 19,179,946 15,790,850 Valuation allowance for deferred tax assets (2,299,000) (2,299,000) Net deferred tax assets 16,880,946 13,491,850 Deferred Tax Liabilities: Intangible assets (8,204,000) — Foreign capital allowance – Malaysia (115,616) (119,919) Gross deferred tax liabilities (8,319,616) (119,919) Net deferred tax assets $ 8,561,330 $ 13,371,931 |
Schedule Of Deferred Tax Amounts Classified In Balance Sheets | June 30, September 30, 2017 2016 Long term deferred assets $ 9,027,096 $ 13,482,000 Long term deferred liabilities (465,766) (110,069) Total $ 8,561,330 $ 13,371,931 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets [Abstract] | |
Gross Carrying Amount of Goodwill | Balance at September 30, 2016 $ — Goodwill arising from APP Merger 6,878,932 Balance at June 30, 2017 $ 6,878,932 |
Gross Carrying Amounts of Finite Intangible Assets | Gross Carrying Accumulated Net Book Amount Amortization Value Intangible assets with finite lives: Developed technology - PREBOOST ® $ 2,400,000 $ 59,297 $ 2,340,703 Covenants not-to-compete 500,000 47,619 452,381 Total intangible assets with finite lives 2,900,000 106,916 2,793,084 Acquired in-process research and development assets 18,000,000 — 18,000,000 Total intangible assets $ 20,900,000 $ 106,916 $ 20,793,084 |
Estimated Future Amortization Expense | Estimated Year Ending September 30, Amortization Expense 2017 $ 40,093 2018 275,262 2019 309,234 2020 316,368 2021 323,706 Thereafter 1,528,421 Total $ 2,793,084 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) item in Millions | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2017USD ($)country | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)countryitem | Jun. 30, 2016USD ($) | Oct. 31, 2016shares | Sep. 30, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ||||||
Number of countries in which entity operates | country | 144 | 144 | ||||
Average days sales outstanding | 429 days | |||||
Allowance for Doubtful Accounts Receivable, Current | $ 38,000 | $ 38,000 | $ 38,000 | |||
Unearned revenue | 964,382 | 964,382 | ||||
Restricted cash and cash equivalents, current | 134,247 | 134,247 | 134,443 | |||
Foreign currency transaction loss | (20,143) | $ (39,651) | (40,838) | $ (128,442) | ||
Net current deferred tax assets | $ 2,025,000 | |||||
Performance Bond [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ||||||
Restricted cash and cash equivalents, current | $ 250,000 | $ 250,000 | ||||
South Africa [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ||||||
Credit terms | 150 days | |||||
Brazil [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ||||||
Number of units ordered | item | 15 | |||||
Credit terms | 360 days | |||||
Minimum [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ||||||
Credit terms | 30 days | |||||
Maximum [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ||||||
Credit terms | 120 days | |||||
Consumers Marketed To Directly [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ||||||
Number of countries in which entity operates | country | 16 | 16 | ||||
Class A Convertible Preferred Stock [Member] | The APP Merger [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ||||||
Preferred stock, issued | shares | 546,756 |
(Loss) Income per Share (Narrat
(Loss) Income per Share (Narrative) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Exercise price of options outstanding not included in computation of diluted shares (in Dollars per share) | $ 1.90 | $ 1.90 | ||
Options [Member] | ||||
anti-dilutive shares | 297,500 | 297,500 | ||
Warrants [Member] | ||||
anti-dilutive shares | 2,585,379 | 2,585,379 | ||
Restricted Stock [Member] | ||||
anti-dilutive shares | 198,750 | 198,750 | ||
Anti-dilutive Options [Member] | ||||
anti-dilutive shares | 90,000 | 90,000 | ||
Exercise price of options outstanding not included in computation of diluted shares (in Dollars per share) | $ 3.92 | $ 3.92 | ||
Anti-dilutive Options 2 [Member] | ||||
anti-dilutive shares | 17,500 | 17,500 | ||
Exercise price of options outstanding not included in computation of diluted shares (in Dollars per share) | $ 1.82 | $ 1.82 |
(Loss) Income per Share (Schedu
(Loss) Income per Share (Schedule Of Earnings Per Share, Basic And Diluted) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ||||
Weighted average common shares outstanding - basic | 30,991,247 | 28,655,970 | 30,983,271 | 28,647,275 |
Total net effect of dilutive securities | 398,177 | 411,301 | ||
Weighted average common shares outstanding - diluted | 30,991,247 | 29,054,147 | 30,983,271 | 29,058,576 |
(Loss) income per common share – basic | $ (0.03) | $ 0.02 | $ (0.13) | $ 0.07 |
(Loss) income per common share – diluted | $ (0.03) | $ 0.02 | $ (0.13) | $ 0.07 |
Options [Member] | ||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ||||
Total net effect of dilutive securities | 1,624 | 14,748 | ||
Restricted Stock [Member] | ||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ||||
Total net effect of dilutive securities | 396,553 | 396,553 |
APP Merger Transaction (Narrati
APP Merger Transaction (Narrative) (Details) | Oct. 31, 2016USD ($)shares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) |
Shares Not Registered And Difficult to Sell Priop To Conversion [Member] | |||||
Business Acquisition [Line Items] | |||||
Discount Percentage | 12 | ||||
Probability That Stock Will Never Convert [Member] | |||||
Business Acquisition [Line Items] | |||||
Discount Percentage | 5 | ||||
The APP Merger [Member] | |||||
Business Acquisition [Line Items] | |||||
Aquisition agreement date | Oct. 31, 2016 | ||||
Common stock | 2,000,000 | ||||
Common stock issued under plan | 2,000,000 | ||||
Common stock owned by former APP stockholders | 23,870,240 | ||||
Percentage of FHC Common Stock | 45.00% | ||||
Estimated purchase price | $ | $ 19,807,980 | ||||
Period of Escrow | 1 year | ||||
Acquisition- related costs | $ | $ 1,396 | $ 833,739 | $ 935,781 | $ 1,014,037 | |
Registration Rights Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Registration Rights Period | 5 years | ||||
Lock-Up Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Discount Percentage | 8 | ||||
Period of Escrow | 18 months | ||||
Percentage of FHC common stock and preferred stock held | 75.00% | ||||
Class A Convertible Preferred Stock [Member] | The APP Merger [Member] | |||||
Business Acquisition [Line Items] | |||||
Preferred stock | 546,756 | ||||
Preferred stock issued under plan | 546,756 | ||||
Shares issued upon conversion | 40 | 40 | |||
Liquidation preference price per share | $ / shares | $ 1 | $ 1 | |||
Liquidation preference value of shares | $ | $ 546,756 | $ 546,756 | |||
Redemption price per share | $ / shares | $ 1 | $ 1 | |||
Voting rights | The Series 4 Preferred Stock has one vote per share and will generally vote with the Company's common stock on a one share to one share basis |
APP Merger Transaction (Summary
APP Merger Transaction (Summary of Total Purchase Consideration) (Details) - USD ($) | Oct. 31, 2016 | Jun. 30, 2017 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||
Common stock | $ 1,826,097 | ||
Series 4 Preferred Stock | $ 17,981,883 | ||
The APP Merger [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | $ 1,826,097 | ||
Series 4 Preferred Stock | 17,981,883 | ||
Total purchase consideration | $ 19,807,980 |
APP Merger Transaction (Fair Va
APP Merger Transaction (Fair Value of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Jun. 30, 2017 | Oct. 31, 2016 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 6,878,932 | ||
The APP Merger [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 43,118 | ||
Accounts receivable | 6,975 | ||
Inventory | 141,041 | ||
Prepaid expenses and other | 339 | ||
Equipment, furniture, and fixtures | 1,290 | ||
In-process research and development | 18,000,000 | ||
Developed technology - PREBOOST | 2,400,000 | ||
Covenants not-to-compete | 500,000 | ||
Total intangible assets | 20,900,000 | ||
Identifiable assets acquired | 21,092,763 | ||
Accounts payable | (1,087,212) | ||
Accrued expenses | (276,503) | ||
Deferred tax liabilities | (6,800,000) | ||
Identifiable liabilities assumed | (8,163,715) | ||
Total identifiable net assets acquired | 12,929,048 | ||
Goodwill | 6,878,932 | ||
Net Assets | $ 19,807,980 |
APP Merger Transaction (Pro For
APP Merger Transaction (Pro Forma, Net Revenues and Net Income (Loss) Combined Entity) (Details) - The APP Merger [Member] - October 1, 2015 - December 31, 2015 [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Net revenues | $ 4,314,068 | $ 5,565,805 | $ 9,964,330 | $ 18,577,061 |
Net (loss) income | $ (789,889) | $ (304,565) | $ (4,500,067) | $ 283,884 |
Inventory (Components Of Invent
Inventory (Components Of Inventory) (Details) - USD ($) | Jun. 30, 2017 | Sep. 30, 2016 |
Inventory [Line Items] | ||
Inventory, net | $ 2,765,369 | $ 2,492,644 |
FC2 [Member] | ||
Inventory [Line Items] | ||
Raw material | 439,104 | 670,802 |
Work in process | 69,164 | |
Finished goods | 2,437,165 | 1,834,958 |
Inventory, gross | 2,945,433 | 2,505,760 |
Less: inventory reserves | (294,884) | (13,116) |
Inventory, net | 2,650,549 | $ 2,492,644 |
PREBOOST [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 114,820 |
Line of Credit (Narrative) (Det
Line of Credit (Narrative) (Details) - BMO Harris Bank (The Credit Agreement) [Member] - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 30, 2017 | Sep. 30, 2016 | Dec. 29, 2015 | |
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 10 | ||
Commitment fee | 0.10% | ||
Line of credit facility, amount outstanding | $ 0 | $ 0 | |
Pledge percentage | 65.00% | ||
London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.25% |
Share-Based Payments (Narrative
Share-Based Payments (Narrative) (Details) | Oct. 31, 2016$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($)shares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 297,500 | 297,500 | |||
Share-based compensation | $ | $ 527,785 | $ 364,700 | |||
Financial Advisor Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected Volatility | 47.20% | ||||
Risk-free Interest Rate | 1.31% | ||||
Expected Term (in years) | 5 years | ||||
Expected Dividend Yield | 0.00% | ||||
Financial Advisor Warrant [Member] | The APP Merger [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award expiration period | 5 years | ||||
Fair value of warrant | $ | $ 542,930 | $ 542,930 | |||
Warrant to purchase common stock shares | 2,585,379 | 2,585,379 | |||
Warrants under lock-up | 1,292,690 | ||||
Lock up period | 18 months | ||||
Ten-Day Period, Original Announcement Of Merger [Member] | The APP Merger [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Strike price per share | $ / shares | $ 1.93 | $ 1.93 | |||
Five Day Period, Prior To Announcement [Member] | The APP Merger [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Strike price per share | $ / shares | $ 0.95 | ||||
Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares received | 247,999 | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ | $ 20,509 | $ 0 | $ 58,356 | $ 0 | |
Share price | $ / shares | $ 1.05 | $ 1.05 | |||
Unrecognized compensation expense, stock options | $ | $ 29,085 | $ 29,085 | |||
Shares exercised | 0 | 0 | |||
Unrecognized compensation expense, period for recognition | 9 months 4 days | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares held | 152,717 | ||||
Shares held under rights | 68,832 | ||||
Share-based compensation | $ | 49,000 | $ 107,000 | $ 352,000 | $ 362,000 | |
Cash options, exercises in period | 26,500 | ||||
Grants in period | 190,000 | 101,250 | |||
Common stock shares received | 42,332 | ||||
Stock price | $ / shares | 0.95 | ||||
Fair value of awards | $ | $ 181,000 | $ 153,000 | |||
Unrecognized compensation expense | $ | $ 72,000 | $ 72,000 | |||
Shares forfeited in period | 0 | 26,500 | |||
Unvested shares | 71,000 | 71,000 | |||
Unrecognized compensation expense, period for recognition | 4 months 17 days | ||||
Restricted Stock [Member] | Accrued Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ | $ 81,000 | ||||
Restricted Stock [Member] | Rights under Continued Employment or Service [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period | 13,498 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ | $ 26,415 | $ 66,318 | |||
Fair value of awards | $ | $ 199,500 | ||||
Stock Appreciation Rights (SARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award expiration period | 10 years | ||||
Award vesting period | 2 years | ||||
Share-based compensation | $ | $ 9,542 | $ 26,229 | |||
Number of shares issued | 50,000 | ||||
Fair value of awards | $ | $ 78,900 | ||||
Exercise price per share | $ / shares | $ 0.95 | $ 0.95 | |||
Stock Appreciation Rights (SARs) [Member] | Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued | 140,000 | ||||
Minimum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Award requisite service period | 1 year | ||||
Maximum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Award requisite service period | 3 years | ||||
2008 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized | 2,000,000 | 2,000,000 | |||
Grants in period | 1,824,802 | ||||
2008 Stock Incentive Plan [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period | 0 | 0 | 0 | ||
exercise price | $ / shares | $ 0.95 | ||||
Grants in period | 297,500 | ||||
2008 Stock Incentive Plan [Member] | Employee Stock Option [Member] | Outside Directors [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award expiration period | 10 years | ||||
Award vesting period | 1 year | ||||
Grants in period | 190,000 | ||||
2008 Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
2008 Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Consultant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock issued | 50,000 | ||||
2008 Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Outside Directors [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock issued | 140,000 | ||||
1997 Stock Option Plan [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 0 | 0 | |||
Shares expired | 90,000 | ||||
2017 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized | 4,700,000 | 4,700,000 |
Share-Based Payments (Summary O
Share-Based Payments (Summary Of Stock Options Outstanding And Exercisable) (Details) | 9 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Share-Based Payments [Abstract] | |
Options Outstanding | shares | 297,500 |
Options Outstanding, Weighted Average Remaining Life (years) | 7 years 22 days |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.90 |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 19,000 |
Options Exercisable | shares | 90,000 |
Options Exercisable, Weighted Average Remaining Life (years) | 1 year 11 months 1 day |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 3.92 |
Options Exercisable, Aggregate Intrinisic Value | $ |
Industry Segments and Financi37
Industry Segments and Financial Information About Foreign and Domestic Operations (Narrative) (Details) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2017segmentcustomer | Jun. 30, 2016customer | Sep. 30, 2016customer | |
Number of Reportable Segments | segment | 1 | ||
Accounts Receivable [Member] | Customer One [Member] | |||
Number of Customers | 1 | ||
Concentration risk, percentage | 49.00% | ||
Accounts Receivable [Member] | Two Customers[Member] | |||
Number of Customers | 2 | ||
Accounts Receivable [Member] | Customer One of Two Customers [Member] | |||
Concentration risk, percentage | 25.00% | ||
Accounts Receivable [Member] | Customer Two of Two Customers [Member] | |||
Concentration risk, percentage | 15.00% | ||
Accounts Receivable and Other Long-Term Receivables [Member] | Customer One [Member] | |||
Number of Customers | 1 | 1 | |
Concentration risk, percentage | 80.00% | 85.00% | |
Total Revenue [Member] | |||
Number of Customers | 0 | 0 | |
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Total Revenue [Member] | Two Customers[Member] | |||
Number of Customers | 2 | ||
Total Revenue [Member] | Three Customers [Member] | |||
Number of Customers | 3 | ||
Net Revenues Less Than Five Percent [Member] | |||
Concentration risk, percentage | 5.00% | ||
Net Revenues Exceeding Ten Percent [Member] | |||
Concentration risk, percentage | 10.00% |
Industry Segments and Financi38
Industry Segments and Financial Information About Foreign and Domestic Operations (Schedule Of Operations By Geographic Area) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2016 | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | $ 4,314,068 | $ 5,560,776 | $ 9,963,186 | $ 18,564,236 | ||||
Net Revenues Less Than Five Percent [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Concentration risk, percentage | 5.00% | |||||||
Net Revenues Exceeding Ten Percent [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Concentration risk, percentage | 10.00% | |||||||
Mozambique [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | $ 1,430,000 | [1] | [2] | |||||
Zimbabwe [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | [1] | 1,271,000 | 2,478,000 | |||||
South Africa [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | 955,000 | [2] | ||||||
Cameroon [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | 891,000 | [2] | ||||||
U.S. [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | 790,000 | 1,847,000 | ||||||
Long-Lived Asset | 35,721,000 | 35,721,000 | $ 7,963,000 | |||||
Nigeria [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | 696,000 | [2] | ||||||
Brazil [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | [2] | 6,008,000 | [1] | |||||
Malaysia [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | [2] | |||||||
Long-Lived Asset | 567,000 | 567,000 | 796,000 | |||||
U.K. [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | [2] | |||||||
Long-Lived Asset | $ 77,000 | 77,000 | $ 93,000 | |||||
Other Countries [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Net revenues to external customers | $ 3,930 | $ 8,231 | ||||||
[1] | Countries exceeding 10 percent of total net revenues | |||||||
[2] | * Countries with less than 5 percent of total net revenues |
Contingent Liabilities (Narrati
Contingent Liabilities (Narrative) (Details) $ in Millions | Jun. 30, 2017USD ($) |
Contingent Liabilities [Abstract] | |
Loss contingency, range of possible loss, maximum | $ 10 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 9 Months Ended |
Jun. 30, 2017USD ($) | |
Federal [Member] | |
Income Tax Expense (Benefit) [Line Items] | |
Operating loss carryforwards | $ 11,705,000 |
Operating Loss Carryforwards, Expiration Year | 2,021 |
State [Member] | |
Income Tax Expense (Benefit) [Line Items] | |
Operating loss carryforwards | $ 11,425,000 |
Operating Loss Carryforwards, Expiration Year | 2,034 |
U.K. [Member] | |
Income Tax Expense (Benefit) [Line Items] | |
Operating loss carryforwards | $ 60,863,000 |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Income Tax Expense (Benefit)) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Taxes [Abstract] | ||||
Income tax (benefit) expense at statutory rates | $ (442,000) | $ 273,000 | $ (1,971,000) | $ 1,064,000 |
State income tax (benefit) expense, net of federal benefits | (66,000) | 46,000 | (295,000) | 165,000 |
Non-deductible business acquisition expenses | 29,000 | 1,000 | 182,000 | 4,000 |
Non-deductible expenses- other | 10,000 | 14,000 | ||
Effect of AMT expense | (7,000) | 20,000 | ||
Effect of lower foreign income tax rates | (12,955) | (103,442) | 189,422 | (258,215) |
Other | (27,758) | 21,653 | 16,763 | 38,055 |
Income tax (benefit) expense | $ (509,713) | $ 231,211 | $ (1,863,815) | $ 1,032,840 |
Income Taxes (Significant Compo
Income Taxes (Significant Components Of Deferred Tax Assets And Liabilities) (Details) - USD ($) | Jun. 30, 2017 | Sep. 30, 2016 |
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Federal net operating loss carryforwards | $ 5,453,454 | $ 2,756,000 |
State net operating loss carryforwards | 594,777 | 400,000 |
AMT credit carryforward | 489,000 | 489,000 |
Foreign net operating loss carryforwards - U.K. | 11,213,096 | 10,955,000 |
Foreign capital allowance - U.K. | 112,000 | 112,000 |
Restricted stock - U.K. | 1,000 | 1,000 |
Share-based compensation | 127,402 | 101,000 |
Warrants | 212,367 | |
Deemed Dividend - Malaysia | 942,000 | 942,000 |
Gross deferred tax assets | 19,179,946 | 15,790,850 |
Valuation allowance for deferred tax assets | (2,299,000) | (2,299,000) |
Net deferred tax assets | 16,880,946 | 13,491,850 |
Deferred Tax Liabilities: | ||
Intangible assets | (8,204,000) | |
Foreign capital allowance – Malaysia | (115,616) | (119,919) |
Gross deferred tax liabilities | (8,319,616) | (119,919) |
Net deferred tax assets | 8,561,330 | 13,371,931 |
Malaysia [Member] | ||
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Other, net | 9,850 | 9,850 |
U.S. [Member] | ||
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Other, net | $ 25,000 | $ 25,000 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Amounts Classified In Balance Sheets) (Details) - USD ($) | Jun. 30, 2017 | Sep. 30, 2016 |
Income Taxes [Abstract] | ||
Long term deferred assets | $ 9,027,096 | $ 13,482,000 |
Long term deferred liabilities | (465,766) | (110,069) |
Net deferred tax assets | $ 8,561,330 | $ 13,371,931 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Amortization expense | $ 40,094 | $ 0 | $ 106,916 | $ 0 |
Developed Technology - PREBOOST [Member] | ||||
Amortization period | 10 years | |||
Amortization expense | $ 59,297 | |||
Covenants Not To Compete [Member] | ||||
Amortization period | 7 years | |||
Amortization expense | $ 47,619 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets (Gross Carrying Amount of Goodwill) (Details) | 9 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill and Intangible Assets [Abstract] | |
Balance at September 30, 2016 | |
Goodwill arising from APP Merger | 6,878,932 |
Balance at March 31, 2017 | $ 6,878,932 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets (Gross Carrying Amounts of Finite Intangible Assets) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets with finite lives, Gross Carrying Amount | $ 2,900,000 | $ 2,900,000 | ||
Accumulated Amortization | 40,094 | $ 0 | 106,916 | $ 0 |
Intangible assets with finite lives, Net Book Value | 2,793,084 | 2,793,084 | ||
Intangible assets with Indefinite lives,Net Book Value | 20,793,084 | 20,793,084 | ||
Total intangible assets, Gross Carrying Amount | 20,900,000 | 20,900,000 | ||
Total intangible assets, Net Book Value | 20,793,084 | 20,793,084 | ||
Acquired In Process Research And Development Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets with Indefinite lives,Net Book Value | 18,000,000 | 18,000,000 | ||
Developed Technology - PREBOOST [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets with finite lives, Gross Carrying Amount | 2,400,000 | 2,400,000 | ||
Accumulated Amortization | 59,297 | |||
Intangible assets with finite lives, Net Book Value | 2,340,703 | 2,340,703 | ||
Covenants Not To Compete [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets with finite lives, Gross Carrying Amount | 500,000 | 500,000 | ||
Accumulated Amortization | 47,619 | |||
Intangible assets with finite lives, Net Book Value | $ 452,381 | $ 452,381 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets (Estimated Future Amortization Expense) (Details) | Jun. 30, 2017USD ($) |
Goodwill and Intangible Assets [Abstract] | |
2,017 | $ 40,093 |
2,018 | 275,262 |
2,019 | 309,234 |
2,020 | 316,368 |
2,021 | 323,706 |
Thereafter | 1,528,421 |
Total | $ 2,793,084 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - shares | Jul. 28, 2017 | Jul. 27, 2017 |
Subsequent Event [Member] | ||
Common Stock, Shares Authorized | 77,000,000 | 38,500,000 |