Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 21, 2017 | Mar. 31, 2017 | |
Document Type | 10-K | ||
Document Period End Date | Sep. 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 | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | veru | ||
Entity Public Float | $ 28,500,000 | ||
Entity Common Stock, Shares Outstanding | 53,208,489 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Current Assets: | ||
Cash | $ 3,277,602 | $ 2,385,082 |
Accounts receivable, net of allowance for doubtful accounts of $38103 for 2017 and 2016 | 3,555,350 | 10,775,200 |
Income tax receivable | 2,387 | |
Inventory, net | 2,767,924 | 2,492,644 |
Prepaid expenses and other current assets | 697,097 | 634,588 |
TOTAL CURRENT ASSETS | 10,297,973 | 16,289,901 |
PLANT AND EQUIPMENT | ||
Equipment, furniture and fixtures | 4,067,896 | 4,625,472 |
Leasehold improvements | 287,686 | 323,147 |
Less accumulated depreciation and amortization | (3,800,043) | (4,123,532) |
Plant and equipment, net | 555,539 | 825,087 |
Other trade receivables (Notes 1 and 14) | 7,837,500 | 7,837,500 |
Other assets | 156,431 | 189,219 |
Deferred income taxes | 8,827,000 | 13,482,000 |
Intangible assets, net | 20,752,991 | |
Goodwill | 6,878,932 | |
TOTAL ASSETS | 55,306,366 | 38,623,707 |
Current Liabilities: | ||
Accounts payable | 2,685,718 | 701,035 |
Unearned revenue | 1,014,517 | |
Accrued expenses and other current liabilities | 1,441,359 | 2,380,571 |
Accrued compensation | 345,987 | 264,871 |
TOTAL CURRENT LIABILITIES | 5,487,581 | 3,346,477 |
LONG-TERM LIABILITIES: | ||
Other liabilities | 1,233,750 | 1,233,750 |
Deferred rent | 131,830 | |
Deferred income taxes | 110,069 | |
TOTAL LIABILITIES | 6,853,161 | 4,690,296 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock; no shares issued and outstanding in 2017 or 2016 | ||
Common stock, par value $0.01 per share; 77,000,000 and 38,500,000 shares authorized, 55,392,193 and 31,273,954 shares issued and 53,208,489 and 29,090,250 shares outstanding in 2017 and 2016 respectively | 553,922 | 312,740 |
Additional paid-in-capital | 90,550,669 | 69,660,010 |
Accumulated other comprehensive loss | (581,519) | (581,519) |
Accumulated deficit | (34,263,262) | (27,651,215) |
Treasury stock, at cost | (7,806,605) | (7,806,605) |
TOTAL STOCKHOLDERS' EQUITY | 48,453,205 | 33,933,411 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 55,306,366 | $ 38,623,707 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Accounts receivable, allowance for doubtful accounts | $ 38,103 | $ 38,103 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common Stock, par value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 77,000,000 | 38,500,000 |
Common Stock, shares issued | 55,392,193 | 31,273,954 |
Common Stock, shares outstanding | 53,208,489 | 29,090,250 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net revenues | $ 13,655,592 | $ 22,127,342 | $ 32,604,865 |
Cost of sales | 6,636,080 | 8,777,858 | 13,634,906 |
Gross profit | 7,019,512 | 13,349,484 | 18,969,959 |
Operating expenses: | |||
Research and development | 3,504,482 | 99,393 | 219,815 |
Advertising | 54,270 | 88,866 | 0 |
Selling, general and administrative | 11,019,091 | 8,660,174 | 12,131,737 |
Business acquisition | 935,781 | 1,482,539 | |
Total operating expenses | 15,513,624 | 10,330,972 | 12,351,552 |
Operating (loss) income | (8,494,112) | 3,018,512 | 6,618,407 |
Non-operating (expenses) income: | |||
Interest and other (expense) income, net | (46,543) | (57,056) | 10,150 |
Foreign currency transaction (loss) gain | (61,835) | (147,540) | 58,483 |
Total non-operating (expense) income | (108,378) | (204,596) | 68,633 |
(Loss) income before income taxes | (8,602,490) | 2,813,916 | 6,687,040 |
Income tax (benefit) expense | (1,990,443) | 2,469,191 | 2,341,004 |
Net (loss) income attributable to common shareholders before preferred stock dividend | (6,612,047) | 344,725 | 4,346,036 |
Preferred stock dividend | 1,990,771 | ||
Net (Loss) income attributable to common shareholders | $ (8,602,818) | $ 344,725 | $ 4,346,036 |
Net (loss) income per basic common share outstanding | $ (0.25) | $ 0.01 | $ 0.15 |
Basic weighted average common shares outstanding | 34,640,308 | 28,666,477 | 28,532,327 |
Net (loss) income per diluted common share outstanding | $ (0.25) | $ 0.01 | $ 0.15 |
Diluted weighted average common shares outstanding | 34,640,308 | 28,926,557 | 28,917,048 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders’ Equity - 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, 2014 | $ 309,587 | $ 68,484,889 | $ (581,519) | $ (32,341,976) | $ (7,805,655) | $ 28,065,326 |
Balance (in Shares) at Sep. 30, 2014 | 30,958,669 | |||||
Share-based compensation | $ 2,338 | 720,312 | 722,650 | |||
Share-based compensation (in Shares) | 233,867 | |||||
Stock repurchase – total | (950) | (950) | ||||
Net income and comprehensive income | 4,346,036 | 4,346,036 | ||||
Net loss attributable to common shareholders before preferred stock dividend | 4,346,036 | |||||
Balance at Sep. 30, 2015 | $ 311,925 | 69,205,201 | (581,519) | (27,995,940) | (7,806,605) | 33,133,062 |
Balance (in Shares) at Sep. 30, 2015 | 31,192,536 | |||||
Share-based compensation | $ 815 | 454,809 | 455,624 | |||
Share-based compensation (in Shares) | 81,418 | |||||
Net income and comprehensive income | 344,725 | 344,725 | ||||
Net loss attributable to common shareholders before preferred stock dividend | 344,725 | |||||
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 | 778,451 | 780,931 | |||
Share-based compensation (in Shares) | 247,999 | |||||
Issuance of shares of common stock in connection with the APP Acquisition | $ 20,000 | 1,806,097 | 1,826,097 | |||
Issuance of shares of common stock in connection with the APP Acquisition (in shares) | 2,000,000 | |||||
Issuance of warrants in connection with the APP Acquisition | 542,930 | 542,930 | ||||
Recognition of beneficial conversion feature on Series 4 Preferred Stock | 1,990,771 | 1,990,771 | ||||
Preferred Stock dividend | (1,990,771) | (1,990,771) | ||||
Conversion of shares of Series 4 Preferred Stock to Common Stock | $ 218,702 | 17,763,181 | 17,981,883 | |||
Conversion of shares of Series 4 Preferred Stock to Common Stock (Shares) | 21,870,240 | |||||
Net loss attributable to common shareholders before preferred stock dividend | (6,612,047) | (6,612,047) | ||||
Balance at Sep. 30, 2017 | $ 553,922 | $ 90,550,669 | $ (581,519) | $ (34,263,262) | $ (7,806,605) | $ 48,453,205 |
Balance (in Shares) at Sep. 30, 2017 | 55,392,193 |
Consolidated Statements Of Sto6
Consolidated Statements Of Stockholders’ Equity (Parenthetical) - shares | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2015 | |
Issuance of Preferred Stock | 0 | |
Treasury shares | 250 | |
The Financial Advisor Warrant [Member] | ||
Issuance of warrants | 2,585,379 | |
Common Stock [Member] | ||
Issuance of common stock | 2,000,000 | |
Series 4 Preferred Stock | ||
Issuance of Preferred Stock | 546,576 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
OPERATIONS | |||
Net (loss) income | $ (6,612,047) | $ 344,725 | $ 4,346,036 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 333,999 | 422,873 | 494,258 |
Amortization of intangible assets | 147,009 | ||
Share-based compensation | 756,275 | 499,873 | 489,689 |
Warrants issued | 542,930 | ||
Deferred income taxes | (2,255,069) | 2,054,817 | 1,925,739 |
Provision for obsolete inventory | 345,179 | (8,630) | 173,634 |
Loss on disposal of fixed assets | 73,992 | 699 | 3,483 |
Changes in current operating assets and liabilities, net of effects of acquisition of a business: | |||
Decrease (increase) in accounts receivable | 7,226,825 | (4,524,310) | (11,144,540) |
Decrease (increase) in income tax receivable | 2,387 | 18,864 | (21,251) |
Decrease (increase) in inventory | (479,418) | (738,834) | 1,064,633 |
Decrease (increase) in prepaid expenses and other assets | (29,383) | (77,721) | 58,241 |
(Decrease) increase in accounts payable | 897,471 | (376,314) | (47,510) |
Increase in unearned revenue | 1,014,517 | ||
(Decrease) increase in accrued expenses and other current liabilities | (981,779) | 669,600 | 1,108,891 |
Net cash provided by (used in) operating activities | 982,888 | (1,714,358) | (1,548,697) |
INVESTING ACTIVITIES | |||
Aquisition of Aspen Park Pharmaceuticals | 43,118 | ||
Capital expenditures | (133,486) | (6,374) | (135,424) |
Net cash used in investing activities | (90,368) | (6,374) | (135,424) |
FINANCING ACTIVITIES | |||
Purchases of common stock for treasury shares | (950) | ||
Dividends paid on common stock | (5,338) | ||
Net cash used in financing activities | (6,288) | ||
Net increase (decrease) in cash | 892,520 | (1,720,732) | (1,690,409) |
Cash at beginning of year | 2,385,082 | 4,105,814 | 5,796,223 |
CASH AT END OF YEAR | 3,277,602 | 2,385,082 | 4,105,814 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash payments for income taxes | 230,705 | 352,856 | 294,441 |
Acquisition of Aspen Park Pharmaceuticals | |||
Identifiable non-cash assets acquired | 21,049,645 | ||
Identifiable liabilities assumed | (8,163,715) | ||
Net identifiable non-cash assets acquired | 12,885,930 | ||
Goodwill | 6,878,932 | ||
Subtotal | 19,764,862 | ||
Less: consideration issued | |||
Common Stock | 1,826,097 | ||
Series 4 Preferred Stock | 17,981,883 | ||
Net cash acquired | 43,118 | ||
Schedule of noncash financing and investing activities: | |||
Reduction of accrued expense upon issuance of shares | $ 22,176 | $ 19,785 | $ 255,577 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Nature of Business and Significant Accounting Policies | Note 1. Nat ure of Business and Significant Accounting Policies Principles of consolidation and nature of operations : 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 (the APP Acquisition) of APP through the merger of a wholly owned subsidiary of the Company into APP, 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 in a leased office facility. 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 was approximately 377 days. The balance in the allowance for doubtful accounts was $38,000 at both September 30, 2017 and September 30, 2016. Use of estimates : The preparation of financial statements requires management to make estimates and use assumptions that affect certain reported amounts and disclosures. Significant accounting estimates include the deferred income tax valuation allowance and the value of share-based compensation. Actual results may differ from those estimates. Cash concentration : The Company’s cash is maintained primarily in three financial institutions, located in Chicago, Illinois, London, England and Kuala Lumpur, Malaysia, respectively. Accounts receivable and concentration of credit risk : Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a periodic basis. The components of accounts receivable consist of the following at September 30, 2017 and 2016 : 2017 2016 Trade receivables $ 11,330,814 $ 18,616,342 Other receivables 100,139 34,461 Accounts receivable, gross 11,430,953 18,650,803 Less: allowance for doubtful accounts (38,103) (38,103) Accounts receivable, net 11,392,850 18,612,700 Less: long-term trade receivables (7,837,500) (7,837,500) Current accounts receivable, net $ 3,555,350 $ 10,775,200 The Company has long-term trade receivables that may not be collectable within one year of the balance sheet date based on the credit terms with our Brazil distributor. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments on accounts receivable. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Management also periodically evaluates individual customer receivables and considers a customer’s financial condition, credit history, and the current economic conditions. Accounts receivable are written-off when deemed uncollectible. The table below sets forth the components of the allowance for doubtful accounts for the years ended September 30: Balance at Provision Charges Write offs/ Balance at Year October 1 to Expenses Recoveries September 30 2015 $ 48,068 $ — $ — $ 48,068 2016 $ 48,068 $ — $ (9,965) $ 38,103 2017 $ 38,103 $ — $ — $ 38,103 Recoveries of accounts receivable previously written-off are recorded when received. The Company’s customers are primarily large global agencies, non-government organizations, ministries of health and other governmental agencies which purchase and distribute the female condom for use in HIV/AIDS prevention and family planning programs. In fiscal year 2017, our significant customers were the United States Agency for International Development (USAID) and the United Nations Population Fund (UNFPA). In fiscal year 2016 and fiscal year 2015, our significant customers were Semina Indústria e Comércio Ltda (Semina), UNFPA, and USAID. No other single customer accounted for more than 10 percent of unit sales during those periods. Percentage of Unit Sales Significant Customers 2017 2016 2015 USAID 44% 24% 16% UNFPA 25% 25% 18% Semina * 27% 47% Total Percentage of Unit Sales 69% 76% 81% _____________________ * Less than 10 percent of unit sales. Semina’s current accounts receivable balance represented 11 percent and 44 percent of current assets at September 30, 2017 and 2016, respectively. No other single customer’s accounts receivable balance accounted for more than 10 percent of current assets at the end of those periods. Semina’s total accounts receivable balance represented 78 percent and 85 percent of trade receivables at September 30, 2017 and 2016, respectively. Inventory : Inventories are valued at the lower of cost or market. The cost is determined using the first-in, first-out (FIFO) method. Inventories are also written down for management’s estimates of product which will not sell prior to its expiration date. Write-downs of inventories establish a new cost basis which is not increased for future increases in the market value of inventories or changes in estimated obsolescence. Foreign currency translation and operations : Effective October 1, 2009, the Company determined that there were significant changes in facts and circumstances, triggering an evaluation of its subsidiaries’ functional currency. The evaluation indicated that the U.S. dollar is the currency with the most significant influence upon the subsidiaries. Because all of the U.K. subsidiary's future sales and cash flows would be denominated in U.S. dollars following the October 200 9 cessation of production of the Company’s first generation product, FC1, the U.K. subsidiary adopted the U.S. dollar as its functional currency effective October 1, 2009. As the Malaysia subsidiary is a direct and integral component of the U.K. parent’s operations, it, too, adopted the U.S. dollar as its functional currency as of October 1, 2009. The consistent use of the U.S. dollar as functional currency across the Company reduces its foreign currency risk and stabilizes its operating results. The Company recognized a foreign currency transaction loss of $ 61,835 , a foreign currency transaction loss of $ 147,540 , and a foreign currency transaction gain of $ 58,483 for the years ended September 30, 2017, 2016, and 2015 , respectively. The cumulative foreign currency translation loss included in accumulated other comprehensive loss was $581,519 as of September 30, 2017 and 2016 . Assets located outside of the U.S. totaled approximately $5,600,000 and $5,500,000 at September 30, 2017 and 2016 , respectively. Equipment, furniture and fixtures : Depreciation and amortization are computed using primarily the straight-line method. Depreciation and amortization are computed over the estimated useful lives of the respective assets which range as follows: Manufacturing equipment 5 – 10 years Office equipment 3 – 5 years Furniture and fixtures 7 – 10 years Depreciation on leased assets is computed over the lesser of the remaining lease term or the estimated useful lives of the assets. Depreciation on leased assets is included with depreciation on owned assets. Patents and trademarks : The costs for patents and trademarks are expensed when incurred. FC2 patents have been issued by the United States, Europe, Canada, Australia, South Africa, the People’s Republic of China, Japan, Mexico, Brazil, India and the African Regional Intellectual Property Organization (ARIPO), which includes Botswana, Gambia, Ghana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Sierra Leone, Sudan, Swaziland, Tanzania, Uganda, Zambia, and Zimbabwe. Further, the European patent for FC2 has been validated in the following countries: Austria, Belgium, Bulgaria, Switzerland, Republic of Cyprus, Czech Republic, Germany, Denmark, Estonia, Spain, Finland, France, United Kingdom, Greece, Hungary, Ireland, Italy, Luxembourg, Monaco, Netherlands, Portugal, Romania, Sweden, Slovenia, Slovakia, and Turkey. The patents cover the key aspects of FC2, including its overall design and manufacturing process. The patents have expiration dates in 2023 and 2024. The Company has a registration for the trademark “FC2 Female Condom” in the United States. Furthermore, the Company has filed applications or secured registrations in 40 countries or jurisdictions around the world to protect the various names and symbols used in marketing its Female Condoms. In addition, the experience that has been gained through years of manufacturing its Female Condoms (FC1 and FC2) has allowed the Company to develop trade secrets and know-how, including certain proprietary production technologies, which further protect its competitive position. Financial instruments : The Company follows ASC Topic 820, Fair Value Measurements and Disclosures , which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The Company currently does not have any assets or liabilities measured at fair value on a recurring or non-recurring basis as of September 30, 2017. The Company did value the assets and liabilities assumed as part of the APP Acquisition. See Note 2 for additional detail . Substantially all of the Company’s cash, as well as restricted cash, are held in demand deposits with three financial institutions. The Company has no financial instruments for which the carrying value is materially different than fair value. Research and development costs : The Company records 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. Research and development costs are expensed as incurred. The amount of costs expensed for the years ended September 30, 2017, 2016, and 2015 were $3.5 million , $99,393 , and $219,815 , respectively. 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 customer or its provider of funds. 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 $ 138,725 and $ 134,443 for the years ended September 30, 2017 and 2016 , respectively, and is included in cash on the accompanying balance sheets. Revenue recognition : The Company recognizes revenue from product sales when each of the following conditions has been met: an arrangement exists, delivery has occurred, there is a fixed price, and collectability is reasonably assured. 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 September 30, 2017 was $ 1,014,517 and was comprised mainly of sales made to wholesalers. We lack the experiential data which would allow us to estimate returns; therefore, as of September 30, 2017, we have determined that we do not yet meet the criteria for the recognition of revenue 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. Intangible Assets : We acquired our intangible assets , net, in the APP Acquisition on October 31, 2016 which account for $ 20.8 million at September 30, 2017 . Assets acquired and liabilities assumed in business combinations, licensing and other transactions are generally recognized at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recognized as goodwill. We determined the fair value of intangible assets, including IPR&D using the “income method.” This method starts with a forecast of net cash flows, risk adjusted for estimated probabilities of technical and regulatory success and adjusted to present value using an appropriate discount rate that reflects the risk associated with the cash flow streams. All assets are valued from a market participant view which might be different than our specific views. The valuation process is very complex and requires significant input and judgment using internal and external sources. Although a valuation is required to be finalized within a one-year period, it must consider all and only those facts and evidence which existed at the acquisition date. The most complex and judgmental matters applicable to the valuation process are summarized below: · Unit of account – Most intangible assets are valued as single global assets rather than multiple assets for each jurisdiction or indication after considering the development stage, expected levels of incremental costs to obtain additional approvals, risks associated with further development, amount and timing of benefits expected to be derived in the future, expected patent lives in various jurisdictions and the intention to promote the asset as a global brand. · Estimated useful life – The asset life expected to contribute meaningful cash flows is determined after considering all pertinent matters associated with the asset, including expected regulatory approval dates (if unapproved), exclusivity periods and other legal, regulatory or contractual provisions as well as the effects of any obsolescence, demand, competition, and other economic factors, including barriers to entry. · Probability of Technical and Regulatory Success (“PTRS”) Rate – PTRS rates are determined based upon industry averages considering the respective program’s development stage and disease indication and adjusted for specific information or data known at the acquisition date. Subsequent clinical results or other internal or external data obtained could alter the PTRS rate and materially impact the estimated fair value of the intangible asset in subsequent periods leading to impairment charges. · Projections – Future revenues are estimated after considering many factors such as initial market opportunity, pricing, sales trajectories to peak sales levels, competitive environment and product evolution. Future costs and expenses are estimated after considering historical market trends, market participant synergies and the timing and level of additional development costs to obtain the initial or additional regulatory approvals, maintain or further enhance the product. We generally assume initial positive cash flows to commence shortly after the receipt of expected regulatory approvals which typically may not occur for a number of years. Actual cash flows attributed to the project are likely to be different than those assumed since projections are subjected to multiple factors including trial results and regulatory matters which could materially change the ultimate commercial success of the asset as well as significantly alter the costs to develop the respective asset into commercially viable products. · Tax rates – The expected future income is tax effected using a market participant tax rate. In determining the tax rate, we consider the jurisdiction in which the intellectual property is held and location of research and manufacturing infrastructure. We also consider that any repatriation of earnings would likely have U.S. tax consequences. · Discount rate – Discount rates are selected after considering the risks inherent in the future cash flows; the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry, as well as expected changes in standards of practice for indications addressed by the asset. Intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. 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. Intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, although IPR&D is required to be tested at least annually until the project is completed or abandoned. Upon obtaining regulatory approval, the IPR&D asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life. If the project is abandoned, the IPR&D asset is charged to expense. Intangible assets are highly vulnerable to impairment charges, particularly newly acquired assets for recently launched products. These assets are initially measured at fair value and therefore any reduction in expectations used in the valuations could potentially lead to impairment. Some of the more common potential risks leading to impairment include competition, earlier than expected loss of exclusivity, pricing pressures, adverse regulatory changes or clinical trial results, delay or failure to obtain regulatory approval and additional development costs, inability to achieve expected synergies, higher operating costs, changes in tax laws and other macro-economic changes. The complexity in estimating the fair value of intangible assets in connection with an impairment test is similar to the initial valuation. Considering the high risk nature of research and development and the industry’s success rate of bringing developmental compounds to market, in-process research and development (“IPR&D”) impairment charges are likely to occur in future periods. IPR&D is closely monitored and assessed each period for impairment. We amortize intangible assets with definite lives on a straight-line basis over their estimated useful lives, ranging from 7 to 10 years. We use the straight-line method of amortization as there is no reliably determinable pattern in which the economic benefits of our intangible assets are consumed or otherwise used up. Since intangible assets were acquired in October 31, 2016 there is no amortization expense for 2016. Amortization expense was $147,009 at September 30, 2017. Goodwill : Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired accounted for by the acquisition method of accounting and arose from the APP Acquisition. The Company has two reporting units which are the Commercial reporting unit and the Research and Development reporting unit. All goodwill resides in the Company’s Research and Development reporting unit. Goodwill was $6.9 million and zero at September 30, 2017 and 2016. Goodwill is tested at least annually for impairment or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. Examples of qualitative factors include our share price, our financial performance compared to budgets, long-term financial plans, macroeconomic, industry and market conditions as well as the substantial excess of fair value over the carrying value of net assets from the annual impairment test previously performed. The estimated fair value of a reporting unit is highly sensitive to changes in projections and assumptions; therefore, in some instances changes in these assumptions could potentially lead to impairment. We perform sensitivity analyses around our assumptions in order to assess the reasonableness of the assumptions and the results of our testing. Ultimately, future potential changes in these assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. We believe that our estimates are consistent with assumptions that marketplace participants would use in their estimates of fair value; however, if actual results are not consistent with our estimates and assumptions, we may be exposed to an impairment charge that could be material. Share-based compensation : The Company accounts for stock-based compensation expense for equity awards exchanged for services over the vesting period based on the grant-date fair value. In many instances, the equity awards are issued upon the grant date subject to vesting periods. In certain instances, the equity awards provide for future issuance contingent on future continued employment or performance of services as of the issuance date. Advertising : The Company's policy is to expense advertising costs as incurred. Advertising costs were $ 54,270 , $88,866 , and $0 for the years ended September 30, 2017, 2016, and 2015 , respectively. Income taxes : The Company files separate income tax returns for its foreign subsidiaries. ASC Topic 740 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are also provided for carryforwards for income tax purposes. In addition, the amount of any future tax benefits is reduced by a valuation allowance to the extent such benefits are not expected to be realized. Earnings per share (EPS) : Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS 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 and unvested shares granted to employees and directors. Other comprehensive income : Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as foreign currency translation adjustments, are reported as a separate component of the equity section of the accompanying consolidated balance sheets, these items, along with net income, are components of comprehensive income. The U.S. parent company and its U.K. subsidiary routinely purchase inventory produced by its Malaysia subsidiary for sale to their respective customers. These intercompany trade accounts are eliminated in consolidation. The Company’s policy and intent is to settle the intercompany trade account on a current basis. Since the U.K. and Malaysia subsidiaries adopted the U.S. dollar as their functional currencies effective October 1, 2009, no foreign currency gains or losses from intercompany trade are recognized. In fiscal 2017, 2016, and 2015 , comprehensive income is equivalent to the reported net income. Recently issued accounting pronouncements : In May 201 4, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606). This new accounting guidance on revenue recognition provides for a single five-step model to be applied to all revenue contracts with customers. The new standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. ASU 2014-09 will be effective for the Company beginning on October 1, 2018. We are currently evaluating the impact of the new guidance on our consolidated financial statements and have not yet selected a transition approach to implement the standard. In July 201 5, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This new accounting guidance more clearly articulates the requirements for the measurement and disclosure of inventory. Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. This new accounting guidance requires the measurement of inventory at the lower of cost or net realizable value. ASU 2015-11 will be effective for the Company beginning on October 1, 2017. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In November 201 5, 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. In February 201 6, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments in this Update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning on October 1, 2019. We are currently evaluating the impact of the new guidance on our consolidated financial statements and have not yet selected a transition approach to implement the standard. In March 201 6, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this Update simplify the income tax effects, minimum statutory tax withholding requirements and impact of forfeitures related to how share-based payments are accounted for and presented in the financial statements. ASU 2016-09 will be effective for the Company beginning on October 1, 2017. We are currently evaluating the impact of the new guidance on our consolidated financial statements and have not yet selected a transition approach to implement the standard. In November 201 6, the FASB issued ASC Update No. 2016-18, Statement of Cash Flows (Topic 230) : Restricted Cash. The purpose of Update No. 2016-18 is to clar ify guidance and presentation related to restricted cash in the statements of cash flows as well as increased disclosure requirements. It requires beginning-of-period and end-of-period total amounts shown on the statements of cash flows to include cash and cash equivalents as well as restricted cash and restricted cash equivalents . Update No. 2016-18 is effective for annual periods beginning after December 15, 2017, including interim reporting periods within those annual periods. Early adoption is permitted. We are in the process of determining the effect the adoption will have on our consolidated statements of cash flows. In January 201 7, the FASB issued ASC Update No. 2017-04, Intangibles - Goodwill and Other Topics (Topic 350) : Simplifying the Test for Goodwill Impairment . The purpose of Update No. 2017-04 is to reduce the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the impaired fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. We do not expect Update No. 2017-04 to have a material impact on our financial position or results of operations. In January 201 7, the FASB issued ASC Update No. 2017-01, Business Combinations (Topic 805) : Clarifying the Definition of a Business . The purpose of Update No. 2017-01 is to change the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. Update No. 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual or interim period for which financial statements have not been issued or made available for issuance. The adoption of Update No. 2017-01 is not expected to have a material impact on our financial position or results of operations. In May 201 7, the FASB issued ASC Update N |
APP Acquisition
APP Acquisition | 12 Months Ended |
Sep. 30, 2017 | |
APP Acquisition | Note 2. APP Acquisition 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 Acquisition. The completion of the APP Acquisition transitioned us from a single product company selling only the FC2 Female Condom® to a biopharmaceutical company with multiple drug products under clinical development and commercialization. The APP Acquisition 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 Acquisition did not require the current approval of the Company’s shareholders. Under the terms of the Amended Merger Agreement, pursuant to the APP Acquisition, 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 common stock 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. 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 pursuant to the NASDAQ Listing Rules. The outstanding shares of Series 4 Preferred Stock automatically converted into shares of the Company’s common stock effective July 31, 2017. In addition, the Stock Appreciation Rights and Restricted Stock Units described in Note 7 have been reclassified to the equity section of the balance sheet, as the Company now has available authorized shares to settle these awards. 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 common stock and Series 4 Preferred Stock the holder is entitled to receive in the APP Acquisition for a period of 18 months following the closing of the APP Acquisition. The shares of the Company’s common stock 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 Acquisition 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 Acquisition, 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 Acquisition, 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. 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 purchase price of approximately $19,807,980 is based on the issuance to the APP stockholders of a total of 2,000,000 shares of the Company’s common stock 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 on approximately 49 percent of the preferred shares that are subject to an 18 month lockup agreement and a 6 percent discount on the remaining preferred shares. The discount is applied since the preferred shares are not registered and inherently difficult to sell prior to the conversion to common stock. The valuation of the Series 4 Preferred Stock also applied a 95 percent probability that the preferred stock would convert to common stock rather than be redeemed, which was assigned a 5 percent probability. After giving effect to the conversion of the Series 4 Preferred Stock to common stock, the Company issued a total of 23,870,240 shares of the Company’s common stock to the former APP stockholders, constituting approximately 45 percent of the outstanding shares of the Company’s common stock as of October 31, 2016. The value of the Series 4 Preferred Stock was initially classified on the Mezzanine section of the balance sheet because the potential conversion to common stock was considered substantive and, as long as the conversion feature exists, the Series 4 Preferred Stock is not considered mandatorily redeemable. Also, since the increase in authorized shares required to convert the Series 4 Preferred Stock to common stock is outside the control of the Company and, therefore, the settlement for cash is outside the control of the Company, the Series 4 was classified as temporary equity outside of the permanent equity section in the mezzanine section between liabilities and permanent equity until sufficient common stock is authorized or until the expiration of the maturity date. Upon issuance on October 31, 2016, the value of the Series 4 Preferred Stock, on a per share basis, was less than the fair value of the Company’s common stock into which it would be converted, thus creating a beneficial conversion feature. The contingent beneficial conversion feature was measured upon issuance, but was not recognized until the contingency was resolved. In this case, the conversion of the Series 4 Preferred Stock was based on the Company obtaining shareholder approval for the authorization of the additional shares of common stock. On July 28, 2017, the Company obtained shareholder approval for the increase in authorized common stock and the Series 4 automatically converted to common stock. As such, $2.0 million was recognized as a dividend to the Series 4 Preferred Stock. The results of operations and the estimated 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 $935,781 in acquisition-related costs which were recorded within operating expenses for the fiscal year ended September 30, 2017, compared to $1,482,539 for the fiscal year ended September 30, 2016. 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 ® . In-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 from the APP acquisition principally relates to intangible assets that do not qualify for separate recognition (for instance, APP’s assembled workforce), our expectation to develop and market new products, and the deferred tax liability generated as a result of the transaction. Goodwill is not tax deductible for income tax purposes and was assigned to the Research & Development reporting segment. The weighted average amortization periods for intangible assets recognized in the APP acquisition are 10 years for the developed technology, 7 years for covenants not-to-compete. Our IPR&D assets will not be amortized until the underlying development programs are completed. Upon obtaining regulatory approval, the IPR&D assets are then accounted for as finite-lived intangible assets and amortized on a straight-line basis over its estimated useful life. Net loss in the Consolidated Statement of Operations for the year ended September 30, 2017 includes expense from APP from the date of acquisition to September 30, 2017 of $3. 2 million . Revenues from APP were not material to our financial results. 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: For the years ended September 30, 2017 2016 Net revenues $ 13,657,572 $ 22,145,875 Net (loss) attributable to common shareholders $ (8,777,818) $ (2,363,251) Net (loss) per basic and diluted common share outstanding $ (0.25) $ (0.08) The unaudited pro forma financial information is presented for information purposes only. The unaudited pro forma financial information may not necessarily reflect our future results of operations or what the results of operations would have been had we owned and operated APP as of the beginning of the period presented. In connection with the APP Acquisition , 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. See Note 11 for additional detail. |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2017 | |
Inventory | Note 3. Inventory The components of inventory consist of the following at September 30, 2017 and 2016 : 2017 2016 FC2 Raw material $ 530,384 $ 670,802 Work in process 90,164 — Finished goods 2,427,386 1,834,958 Inventory, gross 3,047,934 2,505,760 Less: inventory reserves (312,997) (13,116) FC2, net $ 2,734,937 $ 2,492,644 PREBOOST ® Finished goods 32,987 — Inventory, net $ 2,767,924 $ 2,492,644 The change in the inventory reserve for the years ended September 30 is as follows: Balance at Charged to Costs Balance at Year October 1 and Expenses Write-offs September 30 2015 $ 60,873 $ 173,634 $ (194,755) $ 39,752 2016 $ 39,752 $ (8,630) $ (18,006) $ 13,116 2017 $ 13,116 $ 345,179 $ (45,298) $ 312,997 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Taxes | Note 4 . 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 assets and liabilities, and for net operating loss and tax credit carryforwards. The Company completes a detailed analysis of its deferred income tax valuation allowance on an annual basis or more frequently if information comes to our attention that would indicate that a revision to its 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 and forecast of future taxable income. 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 consistently 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. Although management uses the best information available, it is reasonably possible that th e estimates used by the Company will be materially different from the actual results. These differences could have a material effect on the Company's future results of operations and financial condition. Income before income taxes was taxed by the following jurisdictions for the years ended September 30, 2017, 2016, and 2015 : 2017 2016 2015 Domestic $ (7,833,649) $ 1,068,580 $ 4,524,499 Foreign (768,841) 1,745,336 2,162,541 Total $ (8,602,490) $ 2,813,916 $ 6,687,040 A reconciliation of income tax expense and the amount computed by applying the statutory Federal income tax rate to income before income taxes for the years ended September 30, 2017, 2016, and 2015 is as follows: 2017 2016 2015 Income tax (benefit) expense at statutory rates $ (2,925,000) $ 957,000 $ 2,274,000 State income tax (benefit) expense, net of federal benefits (538,000) 149,000 362,000 Non-deductible expenses - other 27,000 50,000 51,000 Non-deductible business acquisition expenses 188,000 556,000 — Effect of lower foreign income tax rates 216,651 (305,648) (351,244) Effect of change in U.K. tax rate 615,000 1,251,000 — Effect of deemed dividend - Malaysia 405,646 — — Correction of prior year dividend tax rate 440,100 — — Effect of export allowance - Malaysia — — (85,000) Effect of change in Illinois tax rate (215,000) — 202,000 Effect of conversion of charitable contribution to NOL — — (36,174) Other (49,555) 87,839 (59,578) Change in valuation allowance (155,285) (276,000) (16,000) Income tax (benefit) expense $ (1,990,443) $ 2,469,191 $ 2,341,004 As of September 30, 2017 , the Company had federal and state net operating loss carryforwards of approximately $ 12,100,000 and $ 15,351,000 , respectively, for income tax purposes expiring in years 202 2 to 203 7 . The Company's U.K. subsidiary has U.K. net operating loss carryforwards of approximately $ 62,223,000 as of September 30, 2017 , which can be carried forward indefinitely to be used to offset future U.K. taxable income. The federal and state income tax (benefit) expense for the years ended September 30, 2017, 2016, and 2015 is summarized below: 2017 2016 2015 Deferred – U.S. $ (2,369,000) $ 881,000 $ 1,856,000 Deferred – U.K. 224,000 1,162,000 162,000 Deferred – Malaysia (110,069) 11,817 (92,261) Subtotal (2,255,069) 2,054,817 1,925,739 Current – U.S. 1,000 104,000 83,606 Current – Malaysia 263,626 310,374 331,659 Current - U.K. — — — Subtotal 264,626 414,374 415,265 Income tax (benefit) expense $ (1,990,443) $ 2,469,191 $ 2,341,004 Significant components of the Company's deferred tax assets and liabilities are as follows at September 30, 2017 and 2016 : Deferred Tax Assets 2017 2016 Federal net operating loss carryforwards $ 4,075,000 $ 2,756,000 State net operating loss carryforwards 963,000 400,000 AMT credit carryforward 533,000 489,000 Foreign net operating loss carryforwards - U.K. 10,578,000 10,955,000 Foreign capital allowance - U.K. 108,000 112,000 UK bad debts 2,000 — Other, net - Malaysia — 9,850 Restricted stock - U.K. 1,000 1,000 US unearned revenue 409,000 — US deferred rent 76,000 — Share-based compensation 447,000 101,000 Foreign tax credits 1,797,000 942,000 Other, net - U.S. 82,000 25,000 Gross deferred tax assets 19,071,000 15,790,850 Valuation allowance for deferred tax assets (2,144,000) (2,299,000) Net deferred tax assets 16,927,000 13,491,850 Deferred Tax Liabilities: Foreign capital allowance - Malaysia — (119,919) In process R&D (7,000,000) — Developed technology (900,000) — Covenant not-to-compete (200,000) — Net deferred tax assets $ 8,827,000 $ 13,371,931 The deferred tax amounts have been classified in the accompanying consolidated balance sheets at September 30 as follows: 2017 2016 Long-term assets – U.S. 282,000 4,713,000 Long-term assets – U.K 8,545,000 8,769,000 Total long-term assets 8,827,000 13,482,000 Long-term liability – Malaysia — (110,069) $ 8,827,000 $ 13,371,931 The change in the valuation allowance for deferred tax assets for the years ended September 30 is as follows: Balance at Charged to Costs Balance at Year October 1 and Expenses Deductions/Other September 30 2015 $ 2,591,000 $ (16,000) $ — $ 2,575,000 2016 $ 2,575,000 $ (276,000) $ — $ 2,299,000 2017 $ 2,299,000 $ (155,000) $ — $ 2,144,000 The valuation allowance decreased by $ 155,000 , $ 276,000 , and $ 16,000 for the years ended September 30, 2017, 2016, and 2015 , respectively. Under the Internal Revenue Code, certain ownership changes, including the prior issuance of preferred stock, the public offering of common stock and the exercise of common stock warrants and options may subject the Company to annual limitations on the utilization of its net operating loss carryforward. Under the Inland Revenue statutes, certain triggering events may subject the Company to limitations on the utilization of its net operating loss carryforward in the U.K. As of September 30, 2017 , management does not believe any limitations have occurred. As of September 30, 2017, the U.K. has a valuation allowance of $2,144,000. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 developed a two-step process to evaluate a tax position and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company files tax returns in all appropriate jurisdictions, including foreign, U.S. Federal and Illinois and Virginia State tax returns. The following summarizes open tax years in the relevant jurisdictions: · For the U.S., a tax return may be audited any time within 3 years from filing date. The U.S. open tax years are for fiscal years 2014 through 2016, which expire in years 2018 through 2020, respectively. · For Malaysia, a tax return may be audited any time within 5 years from filing date ( 7 months after the fiscal year end). The Malaysia open tax years are for 2012 through 2016, which expire on December 31, 2017 through 2021. · For the U.K., a tax return may be audited within 1 year from the later of: the filing date or the filing deadline ( 1 year after the end of the accounting period). T he U.K. open tax year is for 2016, which expires in 2018. The fiscal year 2017 tax returns for each jurisdiction have not been filed as of the date of this filing. As of September 30, 2017 and 2016 , the Company has no recorded liability for unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense as incurred. No expense for interest and penalties was recognized for the years ended September 30, 2017, 2016, and 2015 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets | Note 5. Goodwill and Intangible Assets Goodwill The gross carrying amount of goodwill is as follows: Balance at September 30, 2016 $ — Goodwill arising from APP Merger 6,878,932 Balance at September 30, 2017 $ 6,878,932 Intangible assets The gross carrying amounts and net book value of intangible assets are as follows at September 30, 2017: Gross Carrying Accumulated Net Book Amount Amortization Value Intangible assets with finite lives: Developed technology - PREBOOST ® $ 2,400,000 $ 81,533 $ 2,318,467 Covenants not-to-compete 500,000 65,476 434,524 Total intangible assets with finite lives 2,900,000 147,009 2,752,991 Acquired in-process research and development assets 18,000,000 — 18,000,000 Total intangible assets $ 20,900,000 $ 147,009 $ 20,752,991 Intangible assets are carried at cost less accumulated amortization. Amortization is over the projected related reve nue 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 $ 147,009 for the year ended September 30, 2017. Based on finite-lived intangible assets recorded as of September 30, 2017, the estimated future amortization expense is as follows: Estimated Year Ending September 30, Amortization Expense 2018 $ 275,262 2019 309,234 2020 316,369 2021 323,707 2022 331,316 Thereafter 1,197,103 Total $ 2,752,991 |
Revolving Line of Credit
Revolving Line of Credit | 12 Months Ended |
Sep. 30, 2017 | |
Revolving Line of Credit | Note 6 . Revolving 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 Acquisition (see Note 2, APP Acquisition) resulted in a default in the Company's compliance with certain covenants in the Credit Agreement and constituted 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 APP Acquisition 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 September 30, 2017 and 2016 . |
Equity And Share-Based Payments
Equity And Share-Based Payments | 12 Months Ended |
Sep. 30, 2017 | |
Equity And Share-Based Payments | Note 7. Equity and Share-based Payments In July 201 7, the Company’s shareholders approved the Company's 2017 Equity Incentive Plan. A total of 4.7 million shares are available for issuance under the 2017 Equity Incentive Plan. As of September 30, 2017 , a total of 2,913,305 shares had been granted under the 2017 Equity Incentive Plan and not forfeited or are subject to outstanding commitments to issue shares under the 2017 Equity Incentive Plan, of which 2,533,305 shares were in the form of stock options, 190,000 shares were in the form of stock appreciation rights and 190,000 shares were in the form of restricted stock units. The 2017 Equity Incentive Plan replaced the Company's 2008 Stock Incentive Plan, and no further awards will be made under the 2008 Stock Incentive Plan . Stock Option s The following table outlines the weighted average assumptions for options granted during the year ended September 30, 2017 : Expected Volatility 43.19% Expected Dividend Yield 0.00% Risk-free Interest Rate 1.53% Expected Term (in years) 7 Fair Value of Options Granted $ 0. 64 During the year ended September 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. Stock Options The following table summarizes the stock options outstanding and exercisable at September 30, 2017 : Weighted Average Remaining Aggregate Exercise Price Contractual Term Intrinsic Shares Per Share (years) Value Outstanding at September 30, 2014 180,000 $ 2.60 Granted — — Exercised — — Forfeited — — Outstanding at September 30, 2015 180,000 $ 2.60 Granted 17,500 1.82 Exercised — — Forfeited — — Outstanding at September 30, 2016 197,500 $ 2.53 Granted 2,723,305 1.18 Exercised — — Forfeited (90,000) 1.27 Outstanding at September 30, 2017 2,830,805 $ 1.27 9.63 $ 4,010,817 Exercisable on September 30, 2017 98,750 $ 3.73 2.25 $ 7,263 No stock options were exercised during the years ended September 30, 2017, September 30, 2016 , or 2015. During the year ended September 30, 2017, stock option holders forfeited 90,000 stock options. The aggregate intrinsic value in the table above is before income taxes, based on the Company’s closing stock price of $ 2.65 on the last day of business for the period ended September 30, 2017 . As of September 30, 2017 , the Company had unrecognized compensation expense of $ 1.6 million related to unvested stock options. These expenses will be recognized over approximately 3 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 and directors that provide for future issuance contingent on continued employment or performance of services for periods that range from one to three years. A summary of the non-vested stock activity for fiscal years 2017, 2016, and 2015 is summarized in the table below: Weighted Average Grant -Date Shares Fair Value Vesting Period Total Outstanding September 30, 2014 141,435 $ 7.30 Stock Granted 293,500 1.70 September 2015 - August 2018 Vested (92,963) 4.70 Forfeited (58,250) 7.36 Total Outstanding September 30, 2015 283,722 $ 2.31 Stock Granted 101,250 1.52 September 2016 - January 2019 Vested (195,002) 2.73 Forfeited — — Total Outstanding September 30, 2016 189,970 $ 2.31 Stock Granted 190,000 0.95 October 2017 - April 2018 Vested (181,220) 2.31 Forfeited — — Total Outstanding September 30, 2017 198,750 $ 0.99 The Company granted a total of 190,000 , 101,250 and 293,500 shares of restricted stock or shares issuable pursuant to promises to issue shares of common stock during the years ended September 30, 2017, 2016, and 2015 , respectively. The fair value of the awards granted was approximately $ 181,000 , $ 153,000 and $ 499,000 for the years ended September 30, 2017, 2016, and 2015 , respectively. 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 date. There were 26,500 , 27,666 and 58,250 shares of restricted stock forfeited or elected to be taken in cash during the years ended September 30, 2017, 2016, and 2015 , respectively. The Company recognized the fair value of the restricted stock or promises to issue shares of common stock that vested during the fiscal year as share-based compensation expense of approximately $ 209,000 , $ 495,000 and $ 437,000 for the years ended September 30, 2017, 2016, and 2015 , respectively, $0 , $ 29,000 and $ 23,000 of which was included in accrued expenses at year end related to shares that had not yet been issued at September 30, 2017, 2016, and 2015 , respectively. The share-based compensation expense was included in selling, general and administrative expenses for the respective periods. The Company recorded a tax benefit for stock-based compensation expenses of approximately $ 115,000 , $114,000 , and $ 204,000 for the years ended September 30, 2017, 2016, and 2015 , respectively. The Company realized the tax benefit for stock-based compensation expenses, for the shares which vested, of approximately $141,000 , $190,000 and $0 for the years ended September 30, 2017, 2016, and 2015 , respectively. As of September 30, 2017 , there was approximately $ 23,000 of total unrecognized compensation cost related to non-vested restricted stock compensation arrangements granted under the incentive plans. This unrecognized cost will be recognized over the weighted average period of the next 0.50 years. Common Stock Purchase Warrants In connection with the closing of the APP Acquisition , 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 Acquisition 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 related expense is included in operating expenses for the year ended September 30, 2017. Restricted Stock Units In connection with the closing of the APP Acquisition , 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 will be settled in the Company’s common stock 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 Plan 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 were revalued using the Company’s current stock price on July 28, 2017 and reclassified to the equity section of the balance sheet . Stock Appreciation Rights In connection with the closing of the APP Acquisition, the Company issued stock appreciation rights based on 50,000 and 140,000 shares of the Company’s common stock to an employee and an outside director, respectively, that vest on October 31, 2018. The stock appreciations rights have a ten -year term and an exercise price per share was $0.95 , which was the closing price of a share of the Company’s common stock as quoted on NASDAQ on the trading day immediately preceding the date of the completion of the APP Acquisition. The stock appreciation rights will be settled in the Company’s common stock 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 Plan 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 were measured using the option-pricing model (Black-Scholes) to estimate the fair value on July 28, 2017 and reclassified to the equity section of the balance sheet . Preferred Stock The Company has 5,000,000 shares designated as Class A Preferred Stock with a par value of $.01 per share. There are 1,040,000 shares of Class A Preferred Stock - Series 1 authorized; 1,500,000 shares of Class A Preferred Stock- Series 2 authorized; 700,000 shares of Class A Preferred Stock - Series 3 authorized; and 548,000 shares of Class A Preferred Stock- Series 4 authorized. In connection with the completion of the APP Acquisition (see Note 2, APP Acquisition), a total of 546,756 shares of Series 4 Preferred Stock were issued to the former APP stockholders as of October 31, 2016, and all of the outstanding shares of Series 4 Preferred automatically converted into shares of the Company’s common stock effective July 31, 2017. There were no other shares of Class A Preferred Stock of any series issued and outstanding in fiscal 2017 or 2016 . The Company has 15,000 shares designated as Class B Preferred Stock with a par value of $0.50 per share. There were no shares of Class B Preferred Stock issued and outstanding in fiscal 2017 or 2016 . |
Industry Segments and Financial
Industry Segments and Financial Information About Foreign and Domestic Operations | 12 Months Ended |
Sep. 30, 2017 | |
Industry Segments and Financial Information About Foreign and Domestic Operations | Note 8. Industry Segments and Financial Information about Foreign and Domestic Operations The Company currently operates in two reportable segments: Commercial and Research and Development . There are no significant inter-segment sales. We evaluate the performance of each segment based on operating profit or loss. There is no inter-segment allocation of interest expense and income taxes. Our chief operating decision-maker (CODM) is Mitchell Steiner, M.D., our President and Chief Executive Officer. Information about the Company's operations by segment and geographic area is as follows (in thousands ) . For the years ended September 30, (In thousands) 2017 2016 2015 Operating (loss) income: Commercial $ 3,144 $ 9,932 $ 13,445 R&D (3,244) (89) (220) Corporate (8,394) (6,824) (6,607) $ (8,494) $ 3,019 $ 6,618 Revenues: Zimbabwe $ 2,227 $ 3,305 $ 2,696 Mozambique 1,430 — — United States 1,288 2,464 2,029 South Africa 951 1,117 2,331 Cameroon 891 — — Nigeria 846 — — Brazil — 6,008 14,841 Other 6,022 9,233 10,708 $ 13,655 $ 22,127 $ 32,605 All of our revenues are attributed to our Commercial operating segment. Amounts related to long-lived assets, depreciation and amortization, and income taxes are not reported as part of the operating segments or reviewed by the CODM. These amounts are included in Corporate in the reconciliations above. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Sep. 30, 2017 | |
Employee Benefit Plan | Note 9. Employee Benefit Plan The Company has a Simple Individual Retirement Account (IRA) plan for its employees. Employees are eligible to participate in the plan if their compensation reaches certain minimum levels and are allowed to contribute up to a maximum of $15,500 annual compensation to the plan. The Company has elected to match 100 percent of employee contributions to the plan up to a maximum of 3 percent of employee compensation for the years ended September 30, 2017, 2016, and 2015 . Annual Company contributions were approximately $73,000 , $33,000 , and $37,000 for the years ended September 30, 2017, 2016, and 2015 , respectively. In March 201 4, the Company elected to contribute 3 percent into the personal pension schemes of certain senior U.K. employees. Contributions for the years ended September 30, 2017, 2016, and 2015 were approximately $22,000 , $23,000 , and $26,000 , respectively. |
Operating Leases And Rental Exp
Operating Leases And Rental Expense | 12 Months Ended |
Sep. 30, 2017 | |
Operating Leases And Rental Expense | Note 10. Operating Leases and Rental Expense The Company leases approximately 2,600 square feet of office space located in Miami, Florida. The Company executed the lease for this office space effective October 31, 2016, for a three year term commencing on November 1, 2016 and ending on October 31, 2019 . The lease requires escalating monthly payments ranging from $9,240 to $9,994 . The Company has two renewal options to extend the term for a period of three years each. The Company leases approximately 6,600 square feet of office space located in Chicago, Illinois. On May 11, 2016, the Company signed a new lease, effective November 1, 2016, for this office space for a seven year period commencing on November 1, 2016 and ending on October 31, 2023 . The lease grants the Company a seven month lease holiday beginning November 1, 2016, a five month lease abatement beginning June 1, 2017, and provides a tenant improvement allowance. The lease requires escalating monthly payments ranging from $5,833 to $9,285 , plus real estate taxes, utilities and maintenance expenses from June 1, 2017 to October 31, 2023. Based on the terms of the lease agreement, the Company was required to make a security deposit of $55,000 . Effective August 201 7, the Company entered into a sublease for its office space in Chicago, Illinois. The Company continues to be responsible for performance under the lease until it expires on October 31, 2023. The Company leases 6,400 square feet of office space located in London, England. The lease expires in June 202 0. The lease requires quarterly payments of approximately $13,500 through December 201 1, quarterly payments of approximately $27,000 from January 201 2 through June 201 5 and quarterly payments of approximately $24,000 from June 201 6 through June 202 0. Based on the terms of the lease agreement, the Company made a security deposit of $ 59,000 . The Company leases 45,800 square feet of manufacturing space in Selangor D.E., Malaysia under a lease that requires monthly payments of approximately $15,000 through August 201 9 and may be renewed at the option of the Company for an additional three year term. The Company also leases equipment under a number of lease agreements which expire at various dates through September 202 1. Details of operating lease expense, including real estate taxes and insurance, for the years ended September 30, 2017, 2016, and 2015 are as follows: 2017 2016 2015 Factory and office leases $ 482,182 $ 455,956 $ 470,049 Other 23,116 15,176 7,387 Total $ 505,298 $ 471,132 $ 477,436 Future minimum payments under leases consist of the following as of September 30, 2017 : Operating Sublease Leases Income Net Total 2018 $ 518,733 $ 138,044 $ 380,689 2019 524,326 188,837 335,489 2020 201,378 193,753 7,625 2021 113,373 198,668 (85,295) 2022 108,015 203,584 (95,569) Thereafter 120,430 190,749 (70,319) Total minimum lease payments $ 1,586,255 $ 1,113,635 $ 472,620 The minimum lease payments presented above do not include CAM charges or real estate taxes due under the Company’s office operating leases. These charges are generally not fixed and can fluctuate from year to year. |
Contingent Liabilities
Contingent Liabilities | 12 Months Ended |
Sep. 30, 2017 | |
Contingent Liabilities | Note 11. 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 . In connection with the APP Acquisition, two purported derivative and class action lawsuits were filed against the Company in the Circuit Court of Cook County, Illinois, which were captioned Glotzer v. The Female Health Company, et al., Case No. 2016-CH-13815, and Schartz v. Parrish, et al., Case No. 2016-CH-14488. On January 9, 2017 these two lawsuits were consolidated. On March 31, 2017, the plaintiffs filed a consolidated complaint. The consolidated complaint named as defendants Veru, the members of our board of directors prior to the closing of the APP Acquisition and the members of our board of directors after the closing of the APP Acquisition. The consolidated complaint alleges, among other things, that our directors breached their fiduciary duties, or aided and abetted such breaches, by consummating the APP Acquisition in violation of the Wisconsin Business Corporation Law and NASDAQ voting requirements and by causing us to issue the shares of our common stock and Series 4 Preferred Stock to the former stockholders of APP pursuant to the APP Acquisition in order to evade the voting requirements of the Wisconsin Business Corporation Law. The consolidated complaint also alleges that Mitchell S. Steiner, a director and the President and Chief Executive Officer of Veru and a co-founder of APP, and Harry Fisch, a director of Veru and a co-founder of APP, were unjustly enriched in receiving shares of our common stock and Series 4 Preferred Stock in the APP Acquisition. Based on these allegations, the consolidated complaint seeks equitable relief, including rescission of the APP Acquisition, money damages, disgorgement of the shares of our common stock and Series 4 Preferred Stock issued to Dr. Steiner and Dr. Fisch, and costs and expenses of the litigation, including attorneys' fees. On May 5, 2017, the defendants filed a motion to dismiss the consolidated complaint. On August 15, 2017, the court entered an order dismissing without prejudice the claims that the post-acquisition directors aided and abetted the alleged breaches of fiduciary duties by the pre-acquisition directors and that Dr. Steiner and Dr. Fisch were unjustly enriched. The court did not dismiss the claims that the pre-acquisition directors breached their fiduciary duties and the claims that Veru consummated the APP Acquisition in violation of the Wisconsin Business Corporation Law and NASDAQ voting requirements, and the action is continuing as to those claims. Veru believes that this action is without merit and is vigorously defending itself. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Sep. 30, 2017 | |
Earnings per Share | Note 12. Earnings per Share Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS 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 and unvested shares granted to employees and directors. Year Ended September 30, Denominator 2017 2016 2015 Weighted average common shares outstanding - basic 34,640,308 28,666,477 28,532,327 Net effect of dilutive securities: Options — 11,443 50,473 Unvested restricted shares — 248,637 334,248 Total net effect of dilutive securities — 260,080 384,721 Weighted average common shares outstanding - diluted 34,640,308 28,926,557 28,917,048 (Loss) income per common share – basic $ (0.25) $ 0.01 $ 0.15 (Loss) income per common share – diluted $ (0.25) $ 0.01 $ 0.15 Options to purchase approximately 2.7 million shares of common stock at weighted average exercise prices of $1.30 that were both outstanding for the year ended September 30, 2017 were not included in the computation of diluted net income per share because their effect was anti-dilutive. Options to purchase approximately 90,000 shares of common stock at an exercise price of $3.92 per share that were outstanding for the year ended September 30, 2015 were not included in the computation of diluted net income per share because their effect was anti-dilutive. All other outstanding stock options were included in the computation of diluted net income per share for the years ended September 30, 2017, 2016, and 2015 . |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Data | Note 13. Quarterly Financial Data (Unaudited) First Second Third Fourth Year Quarter Quarter Quarter Quarter Ended 2017 Net revenues $ 3,243,599 $ 2,405,519 $ 4,314,068 $ 3,692,406 $ 13,655,592 Gross profit 1,652,284 1,277,655 2,294,914 1,794,659 7,019,512 Operating expenses 3,526,974 3,856,888 3,561,050 4,568,712 15,513,624 Income tax expense (benefit) (530,069) (824,033) (509,713) (126,628) (1,990,443) Net loss attributable to common shareholders before preferred stock dividend (1,366,181) (1,776,642) (789,889) (2,679,335) (6,612,047) Preferred stock dividend — — — 1,990,771 1,990,771 Net loss attributable to common shareholders (1,366,181) (1,776,642) (789,889) (4,670,106) (8,602,818) Net income (loss) per common share – basic (0.04) (0.06) (0.03) (0.12) (0.25) Net income (loss) per common share – diluted (0.04) (0.06) (0.03) (0.12) (0.25) 2016 Net revenues $ 8,230,659 $ 4,772,801 $ 5,560,776 $ 3,563,106 $ 22,127,342 Gross profit 5,402,337 2,845,395 3,233,193 1,868,559 13,349,484 Operating expenses 3,009,782 2,774,970 2,384,674 2,161,546 10,330,972 Income tax expense (benefit) 829,453 (27,824) 231,211 1,436,351 2,469,191 Net income (loss) 1,490,363 35,045 570,258 (1,750,941) 344,725 Net income (loss) per common share – basic 0.05 — 0.02 (0.06) — Net income (loss) per common share – diluted 0.05 — 0.02 (0.06) — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events | Note 14. Subsequent Events On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into United States tax law and included numerous provisions that will affect businesses. The Act, for instance, introduces changes that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits. The Act will also have international tax consequences for many companies that operate internationally. The Act has widespread applicability and it will impact the carrying value of our U.S. deferred tax assets and liabilities. The Company is currently assessing the impact of the Act and will provide an update in subsequent filings. On December 27, 2017, we entered into a settlement agreement with Semina, our distributor in Brazil, pursuant to which Semina has made a payment of $2.25 million and is obligated to make a second payment of $1.5 million by February 28, 2018, to settle net amounts due to us totaling $7.5 million. The amounts owed to us relate to outstanding accounts receivable for sales to Semina for the 2014 Brazil Tender totaling $8.9 million, $7.8 million of which is classified as a long term trade receivable and $1.1 million as a current account receivable on our Consolidated Balance Sheet as of September 30, 2017. These receivables are net of payables owed to Semina by us totaling $1.4 million, $1.2 million of which is classified as long term liability and $0.2 million classified as current liability on our Consolidated Balance Sheet as of September 30, 2017. The settlement is not related to our belief in the ultimate collectability of the receivables or in the creditworthiness of Semina. We elected to settle these amounts due to the uncertainty regarding the timing of payment by the Brazilian Government and, ultimately to us, on the remaining amounts due. The result of the settlement is a net loss of approximately $3.75 million which will be reflected in our results for the fiscal q uarter ending December 31, 2017 . On December 29, 2017, the Company entered into the Purchase Agreement with Aspire Capital which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right, from time to time in its sole discretion during the 36 -month term of the Purchase Agreement, to direct Aspire Capital to purchase up to $15.0 million of the Company’s common stock in the aggregate. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital (the Registration Rights Agreement), in which the Company agreed to prepare and file under the Securities Act and under its current registration statement on Form S-3 (File No. 333-221120), if needed, one or more registration statements, as permissible and necessary, for the sale or potential sale of the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the Purchase Agreement. Under the Purchase A greement, on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a Purchase Notice), directing Aspire Capital (as principal) to purchase up to 200,000 shares of the Company’s common stock per business day, up to $15.0 million of the Company’s common stock in the aggregate at a per share price (the "Purchase Price") equal to the lesser of the lowest sale price of the Company’s common stock on the purchase date or the average of the three lowest closing sale prices for the Company’s common stock during the ten consecutive trading days ending on the trading day immediately preceding the purchase date. In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount equal to 200,000 shares and the closing sale price of our common stock is equal to or greater than $0.50 per share, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a VWAP Purchase Notice) directing Aspire Capital to purchase an amount of common stock equal to up to 30% of the aggregate shares of the common stock traded on its principal market on the next trading day (the VWAP Purchase Date), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for the Company’s common stock traded on its principal market on the VWAP Purchase Date. |
Nature of Business and Signif22
Nature of Business and Significant Accounting Policies (Policy) | 12 Months Ended |
Sep. 30, 2017 | |
Principles of Consolidation and Nature of Operations | Principles of consolidation and nature of operations : 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 (the APP Acquisition) of APP through the merger of a wholly owned subsidiary of the Company into APP, 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 in a leased office facility. 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 was approximately 377 days. The balance in the allowance for doubtful accounts was $38,000 at both September 30, 2017 and September 30, 2016. |
Use Of Estimates | Use of estimates : The preparation of financial statements requires management to make estimates and use assumptions that affect certain reported amounts and disclosures. Significant accounting estimates include the deferred income tax valuation allowance and the value of share-based compensation. Actual results may differ from those estimates. |
Cash Concentration | Cash concentration : The Company’s cash is maintained primarily in three financial institutions, located in Chicago, Illinois, London, England and Kuala Lumpur, Malaysia, respectively. |
Accounts Receivable And Concentration Of Credit Risk | Accounts receivable and concentration of credit risk : Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a periodic basis. The components of accounts receivable consist of the following at September 30, 2017 and 2016 : 2017 2016 Trade receivables $ 11,330,814 $ 18,616,342 Other receivables 100,139 34,461 Accounts receivable, gross 11,430,953 18,650,803 Less: allowance for doubtful accounts (38,103) (38,103) Accounts receivable, net 11,392,850 18,612,700 Less: long-term trade receivables (7,837,500) (7,837,500) Current accounts receivable, net $ 3,555,350 $ 10,775,200 The Company has long-term trade receivables that may not be collectable within one year of the balance sheet date based on the credit terms with our Brazil distributor. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments on accounts receivable. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Management also periodically evaluates individual customer receivables and considers a customer’s financial condition, credit history, and the current economic conditions. Accounts receivable are written-off when deemed uncollectible. The table below sets forth the components of the allowance for doubtful accounts for the years ended September 30: Balance at Provision Charges Write offs/ Balance at Year October 1 to Expenses Recoveries September 30 2015 $ 48,068 $ — $ — $ 48,068 2016 $ 48,068 $ — $ (9,965) $ 38,103 2017 $ 38,103 $ — $ — $ 38,103 Recoveries of accounts receivable previously written-off are recorded when received. The Company’s customers are primarily large global agencies, non-government organizations, ministries of health and other governmental agencies which purchase and distribute the female condom for use in HIV/AIDS prevention and family planning programs. In fiscal year 2017, our significant customers were the United States Agency for International Development (USAID) and the United Nations Population Fund (UNFPA). In fiscal year 2016 and fiscal year 2015, our significant customers were Semina Indústria e Comércio Ltda (Semina), UNFPA, and USAID. No other single customer accounted for more than 10 percent of unit sales during those periods. Percentage of Unit Sales Significant Customers 2017 2016 2015 USAID 44% 24% 16% UNFPA 25% 25% 18% Semina * 27% 47% Total Percentage of Unit Sales 69% 76% 81% _____________________ * Less than 10 percent of unit sales. Semina’s current accounts receivable balance represented 11 percent and 44 percent of current assets at September 30, 2017 and 2016, respectively. No other single customer’s accounts receivable balance accounted for more than 10 percent of current assets at the end of those periods. Semina’s total accounts receivable balance represented 78 percent and 85 percent of trade receivables at September 30, 2017 and 2016, respectively. |
Inventory | Inventory : Inventories are valued at the lower of cost or market. The cost is determined using the first-in, first-out (FIFO) method. Inventories are also written down for management’s estimates of product which will not sell prior to its expiration date. Write-downs of inventories establish a new cost basis which is not increased for future increases in the market value of inventories or changes in estimated obsolescence. |
Foreign Currency Translation And Operations | Foreign currency translation and operations : Effective October 1, 2009, the Company determined that there were significant changes in facts and circumstances, triggering an evaluation of its subsidiaries’ functional currency. The evaluation indicated that the U.S. dollar is the currency with the most significant influence upon the subsidiaries. Because all of the U.K. subsidiary's future sales and cash flows would be denominated in U.S. dollars following the October 200 9 cessation of production of the Company’s first generation product, FC1, the U.K. subsidiary adopted the U.S. dollar as its functional currency effective October 1, 2009. As the Malaysia subsidiary is a direct and integral component of the U.K. parent’s operations, it, too, adopted the U.S. dollar as its functional currency as of October 1, 2009. The consistent use of the U.S. dollar as functional currency across the Company reduces its foreign currency risk and stabilizes its operating results. The Company recognized a foreign currency transaction loss of $ 61,835 , a foreign currency transaction loss of $ 147,540 , and a foreign currency transaction gain of $ 58,483 for the years ended September 30, 2017, 2016, and 2015 , respectively. The cumulative foreign currency translation loss included in accumulated other comprehensive loss was $581,519 as of September 30, 2017 and 2016 . Assets located outside of the U.S. totaled approximately $5,600,000 and $5,500,000 at September 30, 2017 and 2016 , respectively. |
Equipment, Furniture And Fixtures | Equipment, furniture and fixtures : Depreciation and amortization are computed using primarily the straight-line method. Depreciation and amortization are computed over the estimated useful lives of the respective assets which range as follows: Manufacturing equipment 5 – 10 years Office equipment 3 – 5 years Furniture and fixtures 7 – 10 years Depreciation on leased assets is computed over the lesser of the remaining lease term or the estimated useful lives of the assets. Depreciation on leased assets is included with depreciation on owned assets. |
Patents and Trademarks | Patents and trademarks : The costs for patents and trademarks are expensed when incurred. FC2 patents have been issued by the United States, Europe, Canada, Australia, South Africa, the People’s Republic of China, Japan, Mexico, Brazil, India and the African Regional Intellectual Property Organization (ARIPO), which includes Botswana, Gambia, Ghana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Sierra Leone, Sudan, Swaziland, Tanzania, Uganda, Zambia, and Zimbabwe. Further, the European patent for FC2 has been validated in the following countries: Austria, Belgium, Bulgaria, Switzerland, Republic of Cyprus, Czech Republic, Germany, Denmark, Estonia, Spain, Finland, France, United Kingdom, Greece, Hungary, Ireland, Italy, Luxembourg, Monaco, Netherlands, Portugal, Romania, Sweden, Slovenia, Slovakia, and Turkey. The patents cover the key aspects of FC2, including its overall design and manufacturing process. The patents have expiration dates in 2023 and 2024. The Company has a registration for the trademark “FC2 Female Condom” in the United States. Furthermore, the Company has filed applications or secured registrations in 40 countries or jurisdictions around the world to protect the various names and symbols used in marketing its Female Condoms. In addition, the experience that has been gained through years of manufacturing its Female Condoms (FC1 and FC2) has allowed the Company to develop trade secrets and know-how, including certain proprietary production technologies, which further protect its competitive position. |
Financial Instruments | Financial instruments : The Company follows ASC Topic 820, Fair Value Measurements and Disclosures , which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The Company currently does not have any assets or liabilities measured at fair value on a recurring or non-recurring basis as of September 30, 2017. The Company did value the assets and liabilities assumed as part of the APP Acquisition. See Note 2 for additional detail . Substantially all of the Company’s cash, as well as restricted cash, are held in demand deposits with three financial institutions. The Company has no financial instruments for which the carrying value is materially different than fair value. |
Research And Development Costs | Research and development costs : The Company records 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. Research and development costs are expensed as incurred. The amount of costs expensed for the years ended September 30, 2017, 2016, and 2015 were $3.5 million , $99,393 , and $219,815 , respectively. |
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 customer or its provider of funds. 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 $ 138,725 and $ 134,443 for the years ended September 30, 2017 and 2016 , respectively, and is included in cash on the accompanying balance sheets. |
Revenue Recognition | Revenue recognition : The Company recognizes revenue from product sales when each of the following conditions has been met: an arrangement exists, delivery has occurred, there is a fixed price, and collectability is reasonably assured. |
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 September 30, 2017 was $ 1,014,517 and was comprised mainly of sales made to wholesalers. We lack the experiential data which would allow us to estimate returns; therefore, as of September 30, 2017, we have determined that we do not yet meet the criteria for the recognition of revenue 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. |
Intangible Assets | Intangible Assets : We acquired our intangible assets , net, in the APP Acquisition on October 31, 2016 which account for $ 20.8 million at September 30, 2017 . Assets acquired and liabilities assumed in business combinations, licensing and other transactions are generally recognized at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recognized as goodwill. We determined the fair value of intangible assets, including IPR&D using the “income method.” This method starts with a forecast of net cash flows, risk adjusted for estimated probabilities of technical and regulatory success and adjusted to present value using an appropriate discount rate that reflects the risk associated with the cash flow streams. All assets are valued from a market participant view which might be different than our specific views. The valuation process is very complex and requires significant input and judgment using internal and external sources. Although a valuation is required to be finalized within a one-year period, it must consider all and only those facts and evidence which existed at the acquisition date. The most complex and judgmental matters applicable to the valuation process are summarized below: · Unit of account – Most intangible assets are valued as single global assets rather than multiple assets for each jurisdiction or indication after considering the development stage, expected levels of incremental costs to obtain additional approvals, risks associated with further development, amount and timing of benefits expected to be derived in the future, expected patent lives in various jurisdictions and the intention to promote the asset as a global brand. · Estimated useful life – The asset life expected to contribute meaningful cash flows is determined after considering all pertinent matters associated with the asset, including expected regulatory approval dates (if unapproved), exclusivity periods and other legal, regulatory or contractual provisions as well as the effects of any obsolescence, demand, competition, and other economic factors, including barriers to entry. · Probability of Technical and Regulatory Success (“PTRS”) Rate – PTRS rates are determined based upon industry averages considering the respective program’s development stage and disease indication and adjusted for specific information or data known at the acquisition date. Subsequent clinical results or other internal or external data obtained could alter the PTRS rate and materially impact the estimated fair value of the intangible asset in subsequent periods leading to impairment charges. · Projections – Future revenues are estimated after considering many factors such as initial market opportunity, pricing, sales trajectories to peak sales levels, competitive environment and product evolution. Future costs and expenses are estimated after considering historical market trends, market participant synergies and the timing and level of additional development costs to obtain the initial or additional regulatory approvals, maintain or further enhance the product. We generally assume initial positive cash flows to commence shortly after the receipt of expected regulatory approvals which typically may not occur for a number of years. Actual cash flows attributed to the project are likely to be different than those assumed since projections are subjected to multiple factors including trial results and regulatory matters which could materially change the ultimate commercial success of the asset as well as significantly alter the costs to develop the respective asset into commercially viable products. · Tax rates – The expected future income is tax effected using a market participant tax rate. In determining the tax rate, we consider the jurisdiction in which the intellectual property is held and location of research and manufacturing infrastructure. We also consider that any repatriation of earnings would likely have U.S. tax consequences. · Discount rate – Discount rates are selected after considering the risks inherent in the future cash flows; the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry, as well as expected changes in standards of practice for indications addressed by the asset. Intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. 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. Intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, although IPR&D is required to be tested at least annually until the project is completed or abandoned. Upon obtaining regulatory approval, the IPR&D asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life. If the project is abandoned, the IPR&D asset is charged to expense. Intangible assets are highly vulnerable to impairment charges, particularly newly acquired assets for recently launched products. These assets are initially measured at fair value and therefore any reduction in expectations used in the valuations could potentially lead to impairment. Some of the more common potential risks leading to impairment include competition, earlier than expected loss of exclusivity, pricing pressures, adverse regulatory changes or clinical trial results, delay or failure to obtain regulatory approval and additional development costs, inability to achieve expected synergies, higher operating costs, changes in tax laws and other macro-economic changes. The complexity in estimating the fair value of intangible assets in connection with an impairment test is similar to the initial valuation. Considering the high risk nature of research and development and the industry’s success rate of bringing developmental compounds to market, in-process research and development (“IPR&D”) impairment charges are likely to occur in future periods. IPR&D is closely monitored and assessed each period for impairment. We amortize intangible assets with definite lives on a straight-line basis over their estimated useful lives, ranging from 7 to 10 years. We use the straight-line method of amortization as there is no reliably determinable pattern in which the economic benefits of our intangible assets are consumed or otherwise used up. Since intangible assets were acquired in October 31, 2016 there is no amortization expense for 2016. Amortization expense was $147,009 at September 30, 2017. Goodwill : Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired accounted for by the acquisition method of accounting and arose from the APP Acquisition. The Company has two reporting units which are the Commercial reporting unit and the Research and Development reporting unit. All goodwill resides in the Company’s Research and Development reporting unit. Goodwill was $6.9 million and zero at September 30, 2017 and 2016. Goodwill is tested at least annually for impairment or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. Examples of qualitative factors include our share price, our financial performance compared to budgets, long-term financial plans, macroeconomic, industry and market conditions as well as the substantial excess of fair value over the carrying value of net assets from the annual impairment test previously performed. The estimated fair value of a reporting unit is highly sensitive to changes in projections and assumptions; therefore, in some instances changes in these assumptions could potentially lead to impairment. We perform sensitivity analyses around our assumptions in order to assess the reasonableness of the assumptions and the results of our testing. Ultimately, future potential changes in these assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. We believe that our estimates are consistent with assumptions that marketplace participants would use in their estimates of fair value; however, if actual results are not consistent with our estimates and assumptions, we may be exposed to an impairment charge that could be material. |
Goodwill | Goodwill : Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired accounted for by the acquisition method of accounting and arose from the APP Acquisition. The Company has two reporting units which are the Commercial reporting unit and the Research and Development reporting unit. All goodwill resides in the Company’s Research and Development reporting unit. Goodwill was $6.9 million and zero at September 30, 2017 and 2016. Goodwill is tested at least annually for impairment or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. Examples of qualitative factors include our share price, our financial performance compared to budgets, long-term financial plans, macroeconomic, industry and market conditions as well as the substantial excess of fair value over the carrying value of net assets from the annual impairment test previously performed. The estimated fair value of a reporting unit is highly sensitive to changes in projections and assumptions; therefore, in some instances changes in these assumptions could potentially lead to impairment. We perform sensitivity analyses around our assumptions in order to assess the reasonableness of the assumptions and the results of our testing. Ultimately, future potential changes in these assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. We believe that our estimates are consistent with assumptions that marketplace participants would use in their estimates of fair value; however, if actual results are not consistent with our estimates and assumptions, we may be exposed to an impairment charge that could be material. |
Share-based Compensation | Share-based compensation : The Company accounts for stock-based compensation expense for equity awards exchanged for services over the vesting period based on the grant-date fair value. In many instances, the equity awards are issued upon the grant date subject to vesting periods. In certain instances, the equity awards provide for future issuance contingent on future continued employment or performance of services as of the issuance date. |
Advertising | Advertising : The Company's policy is to expense advertising costs as incurred. Advertising costs were $ 54,270 , $88,866 , and $0 for the years ended September 30, 2017, 2016, and 2015 , respectively. |
Income Taxes | Income taxes : The Company files separate income tax returns for its foreign subsidiaries. ASC Topic 740 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are also provided for carryforwards for income tax purposes. In addition, the amount of any future tax benefits is reduced by a valuation allowance to the extent such benefits are not expected to be realized. |
Earnings Per Share (EPS) | Earnings per share (EPS) : Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS 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 and unvested shares granted to employees and directors. |
Other Comprehensive Income | Other comprehensive income : Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as foreign currency translation adjustments, are reported as a separate component of the equity section of the accompanying consolidated balance sheets, these items, along with net income, are components of comprehensive income. The U.S. parent company and its U.K. subsidiary routinely purchase inventory produced by its Malaysia subsidiary for sale to their respective customers. These intercompany trade accounts are eliminated in consolidation. The Company’s policy and intent is to settle the intercompany trade account on a current basis. Since the U.K. and Malaysia subsidiaries adopted the U.S. dollar as their functional currencies effective October 1, 2009, no foreign currency gains or losses from intercompany trade are recognized. In fiscal 2017, 2016, and 2015 , comprehensive income is equivalent to the reported net income. |
Out-of-Period Adjustment | Out-of-Period Adjustment : Included in the results of operations for the year ended September 30, 2017 are out-of-period adjustments which represent corrections of prior-period errors relating to the accounting for foreign tax credits from our Malaysian subsidiary. During the fourth fiscal quarter of 2017, the Company determined that a deferred tax asset for the foreign tax credit associated with a deemed dividend was appropriately recorded, however the rate used to record the asset was incorrect resulting in an understateme n t of income tax expense. The out-of-period impact of the error recorded was approximately $440,000 related to the year ended September 30, 2016. The correction of these errors was not material to the year ended September 30, 2017 or any of the prior interim or annual periods |
Nature of Business and Signif23
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Components Of Accounts Receivable | 2017 2016 Trade receivables $ 11,330,814 $ 18,616,342 Other receivables 100,139 34,461 Accounts receivable, gross 11,430,953 18,650,803 Less: allowance for doubtful accounts (38,103) (38,103) Accounts receivable, net 11,392,850 18,612,700 Less: long-term trade receivables (7,837,500) (7,837,500) Current accounts receivable, net $ 3,555,350 $ 10,775,200 |
Summary Of Components Of Allowance For Doubtful Accounts | Balance at Provision Charges Write offs/ Balance at Year October 1 to Expenses Recoveries September 30 2015 $ 48,068 $ — $ — $ 48,068 2016 $ 48,068 $ — $ (9,965) $ 38,103 2017 $ 38,103 $ — $ — $ 38,103 |
Summary Of Significant Customers | Percentage of Unit Sales Significant Customers 2017 2016 2015 USAID 44% 24% 16% UNFPA 25% 25% 18% Semina * 27% 47% Total Percentage of Unit Sales 69% 76% 81% _____________________ * Less than 10 percent of unit sales. |
Summary Of Depreciation And Amortization | Manufacturing equipment 5 – 10 years Office equipment 3 – 5 years Furniture and fixtures 7 – 10 years |
APP Acquisition (Tables)
APP Acquisition (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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 | For the years ended September 30, 2017 2016 Net revenues $ 13,657,572 $ 22,145,875 Net (loss) attributable to common shareholders $ (8,777,818) $ (2,363,251) Net (loss) per basic and diluted common share outstanding $ (0.25) $ (0.08) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Components Of Inventory | 2017 2016 FC2 Raw material $ 530,384 $ 670,802 Work in process 90,164 — Finished goods 2,427,386 1,834,958 Inventory, gross 3,047,934 2,505,760 Less: inventory reserves (312,997) (13,116) FC2, net $ 2,734,937 $ 2,492,644 PREBOOST ® Finished goods 32,987 — Inventory, net $ 2,767,924 $ 2,492,644 |
Change In Inventory Reserve | Balance at Charged to Costs Balance at Year October 1 and Expenses Write-offs September 30 2015 $ 60,873 $ 173,634 $ (194,755) $ 39,752 2016 $ 39,752 $ (8,630) $ (18,006) $ 13,116 2017 $ 13,116 $ 345,179 $ (45,298) $ 312,997 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Schedule Of Income Before Income Taxes, By Jurisdictions | 2017 2016 2015 Domestic $ (7,833,649) $ 1,068,580 $ 4,524,499 Foreign (768,841) 1,745,336 2,162,541 Total $ (8,602,490) $ 2,813,916 $ 6,687,040 |
Reconciliation Of Income Tax Expense (Benefit) | 2017 2016 2015 Income tax (benefit) expense at statutory rates $ (2,925,000) $ 957,000 $ 2,274,000 State income tax (benefit) expense, net of federal benefits (538,000) 149,000 362,000 Non-deductible expenses - other 27,000 50,000 51,000 Non-deductible business acquisition expenses 188,000 556,000 — Effect of lower foreign income tax rates 216,651 (305,648) (351,244) Effect of change in U.K. tax rate 615,000 1,251,000 — Effect of deemed dividend - Malaysia 405,646 — — Correction of prior year dividend tax rate 440,100 — — Effect of export allowance - Malaysia — — (85,000) Effect of change in Illinois tax rate (215,000) — 202,000 Effect of conversion of charitable contribution to NOL — — (36,174) Other (49,555) 87,839 (59,578) Change in valuation allowance (155,285) (276,000) (16,000) Income tax (benefit) expense $ (1,990,443) $ 2,469,191 $ 2,341,004 |
Summary Of Federal And State Income Tax Provision (Benefit) | 2017 2016 2015 Deferred – U.S. $ (2,369,000) $ 881,000 $ 1,856,000 Deferred – U.K. 224,000 1,162,000 162,000 Deferred – Malaysia (110,069) 11,817 (92,261) Subtotal (2,255,069) 2,054,817 1,925,739 Current – U.S. 1,000 104,000 83,606 Current – Malaysia 263,626 310,374 331,659 Current - U.K. — — — Subtotal 264,626 414,374 415,265 Income tax (benefit) expense $ (1,990,443) $ 2,469,191 $ 2,341,004 |
Significant Components Of Deferred Tax Assets And Liabilities | Deferred Tax Assets 2017 2016 Federal net operating loss carryforwards $ 4,075,000 $ 2,756,000 State net operating loss carryforwards 963,000 400,000 AMT credit carryforward 533,000 489,000 Foreign net operating loss carryforwards - U.K. 10,578,000 10,955,000 Foreign capital allowance - U.K. 108,000 112,000 UK bad debts 2,000 — Other, net - Malaysia — 9,850 Restricted stock - U.K. 1,000 1,000 US unearned revenue 409,000 — US deferred rent 76,000 — Share-based compensation 447,000 101,000 Foreign tax credits 1,797,000 942,000 Other, net - U.S. 82,000 25,000 Gross deferred tax assets 19,071,000 15,790,850 Valuation allowance for deferred tax assets (2,144,000) (2,299,000) Net deferred tax assets 16,927,000 13,491,850 Deferred Tax Liabilities: Foreign capital allowance - Malaysia — (119,919) In process R&D (7,000,000) — Developed technology (900,000) — Covenant not-to-compete (200,000) — Net deferred tax assets $ 8,827,000 $ 13,371,931 |
Schedule Of Deferred Tax Amounts Classified In Balance Sheets | 2017 2016 Long-term assets – U.S. 282,000 4,713,000 Long-term assets – U.K 8,545,000 8,769,000 Total long-term assets 8,827,000 13,482,000 Long-term liability – Malaysia — (110,069) $ 8,827,000 $ 13,371,931 |
Changes In Valuation Allowance For Deferred Tax Assets | Balance at Charged to Costs Balance at Year October 1 and Expenses Deductions/Other September 30 2015 $ 2,591,000 $ (16,000) $ — $ 2,575,000 2016 $ 2,575,000 $ (276,000) $ — $ 2,299,000 2017 $ 2,299,000 $ (155,000) $ — $ 2,144,000 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Gross Carrying Amount of Goodwill | Balance at September 30, 2016 $ — Goodwill arising from APP Merger 6,878,932 Balance at September 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 $ 81,533 $ 2,318,467 Covenants not-to-compete 500,000 65,476 434,524 Total intangible assets with finite lives 2,900,000 147,009 2,752,991 Acquired in-process research and development assets 18,000,000 — 18,000,000 Total intangible assets $ 20,900,000 $ 147,009 $ 20,752,991 |
Estimated Future Amortization Expense | Estimated Year Ending September 30, Amortization Expense 2018 $ 275,262 2019 309,234 2020 316,369 2021 323,707 2022 331,316 Thereafter 1,197,103 Total $ 2,752,991 |
Equity And Share-Based Paymen28
Equity And Share-Based Payments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Weighted Average Assumptions For Options Granted | Expected Volatility 43.19% Expected Dividend Yield 0.00% Risk-free Interest Rate 1.53% Expected Term (in years) 7 Fair Value of Options Granted $ 0. 64 |
Summary Of Stock Options Outstanding And Exercisable | Weighted Average Remaining Aggregate Exercise Price Contractual Term Intrinsic Shares Per Share (years) Value Outstanding at September 30, 2014 180,000 $ 2.60 Granted — — Exercised — — Forfeited — — Outstanding at September 30, 2015 180,000 $ 2.60 Granted 17,500 1.82 Exercised — — Forfeited — — Outstanding at September 30, 2016 197,500 $ 2.53 Granted 2,723,305 1.18 Exercised — — Forfeited (90,000) 1.27 Outstanding at September 30, 2017 2,830,805 $ 1.27 9.63 $ 4,010,817 Exercisable on September 30, 2017 98,750 $ 3.73 2.25 $ 7,263 |
Summary Of Non-Vested Stock Activity | Weighted Average Grant -Date Shares Fair Value Vesting Period Total Outstanding September 30, 2014 141,435 $ 7.30 Stock Granted 293,500 1.70 September 2015 - August 2018 Vested (92,963) 4.70 Forfeited (58,250) 7.36 Total Outstanding September 30, 2015 283,722 $ 2.31 Stock Granted 101,250 1.52 September 2016 - January 2019 Vested (195,002) 2.73 Forfeited — — Total Outstanding September 30, 2016 189,970 $ 2.31 Stock Granted 190,000 0.95 October 2017 - April 2018 Vested (181,220) 2.31 Forfeited — — Total Outstanding September 30, 2017 198,750 $ 0.99 |
Industry Segments and Financi29
Industry Segments and Financial Information About Foreign and Domestic Operations (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Schedule of Segment Reporting Information | For the years ended September 30, (In thousands) 2017 2016 2015 Operating (loss) income: Commercial $ 3,144 $ 9,932 $ 13,445 R&D (3,244) (89) (220) Corporate (8,394) (6,824) (6,607) $ (8,494) $ 3,019 $ 6,618 Revenues: Zimbabwe $ 2,227 $ 3,305 $ 2,696 Mozambique 1,430 — — United States 1,288 2,464 2,029 South Africa 951 1,117 2,331 Cameroon 891 — — Nigeria 846 — — Brazil — 6,008 14,841 Other 6,022 9,233 10,708 $ 13,655 $ 22,127 $ 32,605 |
Operating Leases And Rental E30
Operating Leases And Rental Expense (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Schedule Of Operating Lease Expense, Including Real Estate Taxes And Insurance | 2017 2016 2015 Factory and office leases $ 482,182 $ 455,956 $ 470,049 Other 23,116 15,176 7,387 Total $ 505,298 $ 471,132 $ 477,436 |
Schedule Of Future Minimum Payments Under Leases | Operating Sublease Leases Income Net Total 2018 $ 518,733 $ 138,044 $ 380,689 2019 524,326 188,837 335,489 2020 201,378 193,753 7,625 2021 113,373 198,668 (85,295) 2022 108,015 203,584 (95,569) Thereafter 120,430 190,749 (70,319) Total minimum lease payments $ 1,586,255 $ 1,113,635 $ 472,620 |
Earnings per Share(Tables)
Earnings per Share(Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Schedule Of Earnings Per Share, Basic And Diluted | Year Ended September 30, Denominator 2017 2016 2015 Weighted average common shares outstanding - basic 34,640,308 28,666,477 28,532,327 Net effect of dilutive securities: Options — 11,443 50,473 Unvested restricted shares — 248,637 334,248 Total net effect of dilutive securities — 260,080 384,721 Weighted average common shares outstanding - diluted 34,640,308 28,926,557 28,917,048 (Loss) income per common share – basic $ (0.25) $ 0.01 $ 0.15 (Loss) income per common share – diluted $ (0.25) $ 0.01 $ 0.15 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Schedule Of Quarterly Financial Data | First Second Third Fourth Year Quarter Quarter Quarter Quarter Ended 2017 Net revenues $ 3,243,599 $ 2,405,519 $ 4,314,068 $ 3,692,406 $ 13,655,592 Gross profit 1,652,284 1,277,655 2,294,914 1,794,659 7,019,512 Operating expenses 3,526,974 3,856,888 3,561,050 4,568,712 15,513,624 Income tax expense (benefit) (530,069) (824,033) (509,713) (126,628) (1,990,443) Net loss attributable to common shareholders before preferred stock dividend (1,366,181) (1,776,642) (789,889) (2,679,335) (6,612,047) Preferred stock dividend — — — 1,990,771 1,990,771 Net loss attributable to common shareholders (1,366,181) (1,776,642) (789,889) (4,670,106) (8,602,818) Net income (loss) per common share – basic (0.04) (0.06) (0.03) (0.12) (0.25) Net income (loss) per common share – diluted (0.04) (0.06) (0.03) (0.12) (0.25) 2016 Net revenues $ 8,230,659 $ 4,772,801 $ 5,560,776 $ 3,563,106 $ 22,127,342 Gross profit 5,402,337 2,845,395 3,233,193 1,868,559 13,349,484 Operating expenses 3,009,782 2,774,970 2,384,674 2,161,546 10,330,972 Income tax expense (benefit) 829,453 (27,824) 231,211 1,436,351 2,469,191 Net income (loss) 1,490,363 35,045 570,258 (1,750,941) 344,725 Net income (loss) per common share – basic 0.05 — 0.02 (0.06) — Net income (loss) per common share – diluted 0.05 — 0.02 (0.06) — |
Nature of Business and Signif33
Nature of Business and Significant Accounting Policies (Narrative) (Details) | 12 Months Ended | ||||
Sep. 30, 2017USD ($)countryitem | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2014USD ($) | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Number of countries in which entity operates | country | 144 | ||||
Number of Countries that have filed applications or secured registrations | country | 40 | ||||
Number of Primary Financial Institutions Where Cash is Maintained | item | 3 | ||||
Average days sales outstanding | 377 days | ||||
Allowance for Doubtful Accounts Receivable, Current | $ 38,103 | $ 38,103 | $ 48,068 | $ 48,068 | |
Unearned revenue | 1,014,517 | ||||
Research and Development Expense | 3,504,482 | 99,393 | 219,815 | ||
Advertising | 54,270 | 88,866 | 0 | ||
Restricted cash and cash equivalents, current | 138,725 | 134,443 | |||
Foreign currency transaction loss | (61,835) | (147,540) | $ 58,483 | ||
Other comprehensive income (loss), foreign currency transaction and translation gain (loss) arising during period, net of tax | (581,519) | (581,519) | |||
Goodwill | 6,878,932 | ||||
Amortization expense | 147,009 | ||||
Out of period impace of error | 440,000 | ||||
The APP Merger [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Goodwill | $ 6,878,932 | ||||
Intangible assets | $ 20,900,000 | ||||
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 | ||||
Outside United States [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Other assets | $ 5,600,000 | $ 5,500,000 | |||
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 | 15,000,000 | ||||
Credit terms | 360 days | ||||
Minimum [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Credit terms | 30 days | ||||
Amortization period | 7 years | ||||
Maximum [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Credit terms | 120 days | ||||
Amortization period | 10 years | ||||
Country Specific Commercial Partners [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Number of countries in which entity marketed directly to consumers | country | 16 | ||||
Intercompany Trade Accounts [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Foreign currency transaction loss | $ 0 | ||||
Developed Technology - PREBOOST [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Amortization period | 10 years | ||||
Amortization expense | $ 81,533 | ||||
Developed Technology - PREBOOST [Member] | The APP Merger [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Amortization period | 10 years | ||||
Covenants Not To Compete [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Amortization period | 7 years | ||||
Amortization expense | $ 65,476 | ||||
Covenants Not To Compete [Member] | The APP Merger [Member] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Amortization period | 7 years |
Nature of Business and Signif34
Nature of Business and Significant Accounting Policies (Components Of Accounts Receivable) (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | $ 11,430,953 | $ 18,650,803 | ||
Less: allowance for doubtful accounts | (38,103) | (38,103) | $ (48,068) | $ (48,068) |
Accounts receivable, net | 11,392,850 | 18,612,700 | ||
Less: long-term trade receivables | (7,837,500) | (7,837,500) | ||
Current accounts receivable, net | 3,555,350 | 10,775,200 | ||
Trade Receivables [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | 11,330,814 | 18,616,342 | ||
Other Receivables [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | $ 100,139 | $ 34,461 |
Nature of Business and Signif35
Nature of Business and Significant Accounting Policies (Summary Of Components Of Allowance For Doubtful Accounts) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Balance at October 1 | $ 38,103 | $ 48,068 | $ 48,068 |
Provision Charges to Expenses | |||
Write offs/Recoveries | (9,965) | ||
Balance at September 30 | $ 38,103 | $ 38,103 | $ 48,068 |
Nature of Business and Signif36
Nature of Business and Significant Accounting Policies (Summary Of Significant Customers) (Details) | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Total Revenue [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | [1] | 69.00% | 76.00% | 81.00% |
Total Revenue [Member] | USAID [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | [1] | 44.00% | 24.00% | 16.00% |
Total Revenue [Member] | UNFPA [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | [1] | 25.00% | 25.00% | 18.00% |
Total Revenue [Member] | Semina [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | [1] | 27.00% | 47.00% | |
Total Revenue [Member] | Less Than 10 Percent Of Unit Sales [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10.00% | |||
Current Assets [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 11.00% | 44.00% | ||
Current Assets [Member] | More than 10 Percent of Unit Sales [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Accounts Receivable [Member] | Semina [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 78.00% | 85.00% | ||
[1] | Less than 10 percent of unit sales. |
Nature of Business and Signif37
Nature of Business and Significant Accounting Policies (Summary Of Depreciation And Amortization) (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Minimum [Member] | Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Minimum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Minimum [Member] | Furniture And Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 7 years |
Maximum [Member] | Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 10 years |
Maximum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Maximum [Member] | Furniture And Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 10 years |
APP Acquisition (Narrative) (De
APP Acquisition (Narrative) (Details) | Oct. 31, 2016USD ($) | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($)shares | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($) | Jul. 28, 2017shares |
Business Acquisition [Line Items] | |||||||||||||
Issuance of Preferred Stock | 0 | 0 | 0 | 0 | |||||||||
Common stock | 77,000,000 | 38,500,000 | 77,000,000 | 38,500,000 | |||||||||
Dividend to the Series 4 Preferred Stock | $ | $ 1,990,771 | $ 1,990,771 | |||||||||||
Discount Percentage | 8 | ||||||||||||
Net income (loss) | $ | $ (2,679,335) | $ (789,889) | $ (1,776,642) | $ (1,366,181) | $ (1,750,941) | $ 570,258 | $ 35,045 | $ 1,490,363 | $ (6,612,047) | 344,725 | $ 4,346,036 | ||
Remaining Preferred Shares [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Discount Percentage | 6 | ||||||||||||
The APP Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aquisition agreement date | Oct. 31, 2016 | ||||||||||||
Issuance of common stock | 2,000,000 | ||||||||||||
Issuance of Preferred Stock | 546,756 | 546,756 | |||||||||||
Common stock | 77,000,000 | 77,000,000 | 38,500,000 | ||||||||||
Percentage of FHC Common Stock | 45.00% | ||||||||||||
Estimated purchase price | $ | $ 19,807,980 | ||||||||||||
Period of Escrow | 18 months | ||||||||||||
Probability that stock will convert | 95.00% | ||||||||||||
Probability that stock will be redeemed | 5.00% | ||||||||||||
Percentage of FHC common stock and preferred stock held | 75.00% | ||||||||||||
Acquisition-related transaction costs | $ | $ 935,781 | $ 1,482,539 | $ 935,781 | $ 1,482,539 | |||||||||
Net income (loss) | $ | $ 3,200,000 | ||||||||||||
The APP Merger [Member] | Shareholders [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of common stock | 23,870,240 | ||||||||||||
Registration Rights Agreement [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Registration Rights Period | 5 years | ||||||||||||
Lock-Up Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of FHC Common Stock | 49.00% | ||||||||||||
Discount Percentage | 12 | ||||||||||||
Period of Escrow | 1 year | ||||||||||||
Lock up period | 18 months | ||||||||||||
Percentage of FHC common stock and preferred stock held | 75.00% | ||||||||||||
Period of time in which shares held in escrow are eligible for release | 6 months | ||||||||||||
Series 4 Preferred Stock | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of Preferred Stock | 546,576 | 546,576 | |||||||||||
Series 4 Preferred Stock | The APP Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Issuance of Preferred Stock | 546,756 | 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 | |||||||||||
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. | ||||||||||||
Developed Technology - PREBOOST [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortization period | 10 years | ||||||||||||
Developed Technology - PREBOOST [Member] | The APP Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortization period | 10 years | ||||||||||||
Covenants Not To Compete [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortization period | 7 years | ||||||||||||
Covenants Not To Compete [Member] | The APP Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortization period | 7 years |
APP Acquisition (Summary of Tot
APP Acquisition (Summary of Total Purchase Consideration) (Details) - USD ($) | Oct. 31, 2016 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Common stock | $ 1,826,097 | |
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 Acquisition (Fair Value of
APP Acquisition (Fair Value of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Sep. 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 Acquisition (Pro Forma, Net
APP Acquisition (Pro Forma, Net Revenues and Net Income (Loss) Combined Entity) (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 13,657,572 | $ 22,145,875 |
Net (loss) attributable to common shareholders | $ (8,777,818) | $ (2,363,251) |
Net (loss) per basic and diluted common share outstanding | $ (0.25) | $ (0.08) |
Inventory (Components Of Invent
Inventory (Components Of Inventory) (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Inventory [Line Items] | ||||
Raw material | $ 530,384 | $ 670,802 | ||
Work in process | 90,164 | |||
Finished goods | 2,427,386 | 1,834,958 | ||
Inventory, gross | 3,047,934 | 2,505,760 | ||
Less: inventory reserves | (312,997) | (13,116) | $ (39,752) | $ (60,873) |
Inventory, net | 2,767,924 | 2,492,644 | ||
FC2 [Member] | ||||
Inventory [Line Items] | ||||
Inventory, net | 2,734,937 | 2,492,644 | ||
PREBOOST [Member] | ||||
Inventory [Line Items] | ||||
Finished goods | 32,987 | |||
Inventory, net | $ 2,767,924 | $ 2,492,644 |
Inventory (Change In Inventory
Inventory (Change In Inventory Reserve) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Balance at October 1 | $ 13,116 | $ 39,752 | $ 60,873 |
Charged to costs and expenses | 345,179 | (8,630) | 173,634 |
Write-offs | (45,298) | (18,006) | (194,755) |
Balance at September 30 | $ 312,997 | $ 13,116 | $ 39,752 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Expense (Benefit) [Line Items] | |||
Valuation allowance, deferred tax asset, change in amount | $ (155,000) | $ (276,000) | $ (16,000) |
Unrecognized tax benefits | 0 | 0 | |
Expense for interest and penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
Maximum [Member] | |||
Income Tax Expense (Benefit) [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Oct. 1, 2037 | ||
Minimum [Member] | |||
Income Tax Expense (Benefit) [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Oct. 1, 2022 | ||
Federal [Member] | |||
Income Tax Expense (Benefit) [Line Items] | |||
Operating loss carryforwards | $ 12,100,000 | ||
State [Member] | |||
Income Tax Expense (Benefit) [Line Items] | |||
Operating loss carryforwards | $ 15,351,000 | ||
U.S. [Member] | |||
Income Tax Expense (Benefit) [Line Items] | |||
Audit tax period | 3 years | ||
U.K. [Member] | |||
Income Tax Expense (Benefit) [Line Items] | |||
Operating loss carryforwards | $ 62,223,000 | ||
Audit tax period | 1 year | ||
Filing date or deadline period after end of accounting period | 1 year | ||
Malaysia [Member] | |||
Income Tax Expense (Benefit) [Line Items] | |||
Audit tax period | 5 years | ||
Filing date or deadline period after end of accounting period | 7 months |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Before Income Taxes, By Jurisdictions) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Domestic | $ (7,833,649) | $ 1,068,580 | $ 4,524,499 |
Foreign | (768,841) | 1,745,336 | 2,162,541 |
(Loss) income before income taxes | $ (8,602,490) | $ 2,813,916 | $ 6,687,040 |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Income Tax Expense (Benefit)) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income tax (benefit) expense at statutory rates | $ (2,925,000) | $ 957,000 | $ 2,274,000 | ||||||||
State income tax (benefit) expense, net of federal benefits | (538,000) | 149,000 | 362,000 | ||||||||
Non-deductible expenses- other | 27,000 | 50,000 | 51,000 | ||||||||
Non-deductible business acquisition expense | 188,000 | 556,000 | |||||||||
Effect of lower foreign income tax rates | 216,651 | (305,648) | (351,244) | ||||||||
Effect of deemed dividend - Malaysia | 405,646 | ||||||||||
Correction of prior year dividend tax rate | 440,100 | ||||||||||
Effect of export allowance - Malaysia | (85,000) | ||||||||||
Effect of change in Illinois tax rate | (215,000) | 202,000 | |||||||||
Effect of conversion of charitable contribution to NOL | (36,174) | ||||||||||
Other | (49,555) | 87,839 | (59,578) | ||||||||
Change in valuation allowance | (155,285) | (276,000) | (16,000) | ||||||||
Income tax (benefit) expense | $ (126,628) | $ (509,713) | $ (824,033) | $ (530,069) | $ 1,436,351 | $ 231,211 | $ (27,824) | $ 829,453 | (1,990,443) | 2,469,191 | $ 2,341,004 |
U.K. [Member] | |||||||||||
Effect of lower foreign income tax rates | $ 615,000 | $ 1,251,000 |
Income Taxes (Summary Of Federa
Income Taxes (Summary Of Federal And State Income Tax Provision (Benefit)) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Components of Income Tax Expense (Benefit) [Line Items] | |||||||||||
Subtotal - Deferred | $ (2,255,069) | $ 2,054,817 | $ 1,925,739 | ||||||||
Subtotal - Current | 264,626 | 414,374 | 415,265 | ||||||||
Income tax (benefit) expense | $ (126,628) | $ (509,713) | $ (824,033) | $ (530,069) | $ 1,436,351 | $ 231,211 | $ (27,824) | $ 829,453 | (1,990,443) | 2,469,191 | 2,341,004 |
U.S. [Member] | |||||||||||
Components of Income Tax Expense (Benefit) [Line Items] | |||||||||||
Deferred - Federal | (2,369,000) | 881,000 | 1,856,000 | ||||||||
Current - Federal | 1,000 | 104,000 | 83,606 | ||||||||
U.K. [Member] | |||||||||||
Components of Income Tax Expense (Benefit) [Line Items] | |||||||||||
Deferred - Foreign | 224,000 | 1,162,000 | 162,000 | ||||||||
Malaysia [Member] | |||||||||||
Components of Income Tax Expense (Benefit) [Line Items] | |||||||||||
Deferred - Foreign | (110,069) | 11,817 | (92,261) | ||||||||
Current - Foreign | $ 263,626 | $ 310,374 | $ 331,659 |
Income Taxes (Significant Compo
Income Taxes (Significant Components Of Deferred Tax Assets And Liabilities) (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Federal net operating loss carryforwards | $ 4,075,000 | $ 2,756,000 |
State net operating loss carryforwards | 963,000 | 400,000 |
AMT credit carryforward | 533,000 | 489,000 |
Foreign net operating loss carryforwards - U.K. | 10,578,000 | 10,955,000 |
Foreign capital allowance - U.K. | 108,000 | 112,000 |
UK bad debts | 2,000 | |
Restricted stock - U.K. | 1,000 | 1,000 |
US unearned revenue | 409,000 | |
US deferred rent | 76,000 | |
Share-based compensation | 447,000 | 101,000 |
Foreign tax credit | 1,797,000 | 942,000 |
Gross deferred tax assets | 19,071,000 | 15,790,850 |
Valuation allowance for deferred tax assets | (2,144,000) | (2,299,000) |
Net deferred tax assets | 16,927,000 | 13,491,850 |
Deferred Tax Liabilities: | ||
In process R&D | (7,000,000) | |
Developed Technology | (900,000) | |
Covenant not-to-compete | (200,000) | |
Net deferred tax assets | 8,827,000 | 13,371,931 |
Malaysia [Member] | ||
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Other, net | 9,850 | |
Deferred Tax Liabilities: | ||
Foreign capital allowance – Malaysia | (119,919) | |
U.S. [Member] | ||
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Other, net | $ 82,000 | $ 25,000 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Amounts Classified In Balance Sheets) (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Long term deferred assets | $ 8,827,000 | $ 13,482,000 |
Net deferred tax assets | 8,827,000 | 13,371,931 |
U.S. [Member] | ||
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Long term deferred assets | 282,000 | 4,713,000 |
U.K. [Member] | ||
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Long term deferred assets | $ 8,545,000 | 8,769,000 |
Malaysia [Member] | ||
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Long term deferred liabilities | $ (110,069) |
Income Taxes (Changes In Valuat
Income Taxes (Changes In Valuation Allowance For Deferred Tax Assets) (Details) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at October 1 | $ 2,299,000 | $ 2,575,000 | $ 2,591,000 |
Charged to Costs and Expenses | (155,000) | (276,000) | (16,000) |
Deductions/Other | |||
Balance at September 30 | $ 2,144,000 | $ 2,299,000 | $ 2,575,000 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets (Narrative) (Details) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Amortization expense | $ 147,009 |
Developed Technology - PREBOOST [Member] | |
Amortization period | 10 years |
Amortization expense | $ 81,533 |
Covenants Not To Compete [Member] | |
Amortization period | 7 years |
Amortization expense | $ 65,476 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets (Gross Carrying Amount of Goodwill) (Details) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Balance at September 30, 2016 | |
Goodwill arising from APP Merger | 6,878,932 |
Balance at September 30, 2017 | $ 6,878,932 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets (Gross Carrying Amounts of Finite Intangible Assets) (Details) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets with finite lives, Gross Carrying Amount | $ 2,900,000 |
Accumulated Amortization | 147,009 |
Intangible assets with finite lives, Net Book Value | 2,752,991 |
Intangible assets with Indefinite lives,Net Book Value | 20,752,991 |
Total intangible assets, Gross Carrying Amount | 20,900,000 |
Total intangible assets, Net Book Value | 20,752,991 |
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 |
Developed Technology - PREBOOST [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets with finite lives, Gross Carrying Amount | 2,400,000 |
Accumulated Amortization | 81,533 |
Intangible assets with finite lives, Net Book Value | 2,318,467 |
Covenants Not To Compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets with finite lives, Gross Carrying Amount | 500,000 |
Accumulated Amortization | 65,476 |
Intangible assets with finite lives, Net Book Value | $ 434,524 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets (Estimated Future Amortization Expense) (Details) | Sep. 30, 2017USD ($) |
2,018 | $ 275,262 |
2,019 | 309,234 |
2,020 | 316,369 |
2,021 | 323,707 |
2,022 | 331,316 |
Thereafter | 1,197,103 |
Total | $ 2,752,991 |
Revolving Line of Credit (Narra
Revolving Line of Credit (Narrative) (Details) | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 29, 2015USD ($) | |
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||
Ratio of total liabilities to total stockholders equity | 65 | ||
Commitment fee | 0.10% | ||
Line of credit facility, expiration date | Dec. 29, 2017 | ||
Line of credit facility, amount outstanding | $ 0 | $ 0 | |
London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.25% |
Equity And Share-Based Paymen56
Equity And Share-Based Payments (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants in period | 2,723,305 | 17,500 | ||
Shares forfeited | 90,000 | |||
Options outstanding | 2,830,805 | 197,500 | 180,000 | 180,000 |
exercise price | $ 1.18 | $ 1.82 | ||
Share-based compensation | $ 756,275 | $ 499,873 | $ 489,689 | |
Grants in period | 190,000 | 101,250 | 293,500 | |
Share price | $ 2.65 | |||
Fair value of awards | $ 181,000 | $ 153,000 | $ 499,000 | |
Unrecognized compensation expense, stock options | $ 1,600,000 | |||
Shares forfeited in period | 58,250 | |||
Shares exercised | ||||
Unvested shares | 198,750 | 189,970 | 283,722 | 141,435 |
Unrecognized compensation expense, period for recognition | 3 years | |||
Expected Volatility | 43.19% | |||
Risk-free Interest Rate | 1.53% | |||
Expected Term (in years) | 7 years | |||
Expected Dividend Yield | 0.00% | |||
Preferred stock, issued | 0 | 0 | ||
Preferred stock, outstanding | 0 | 0 | ||
The APP Merger [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, issued | 546,756 | |||
Preferred Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par or stated value per share (in Dollars per share) | $ 0.01 | |||
Preferred stock, issued | 0 | 0 | ||
Preferred stock, outstanding | 0 | 0 | ||
Preferred Class A Series 1 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, shares authorized | 1,040,000 | |||
Preferred Class A Series 2 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, shares authorized | 1,500,000 | |||
Preferred Class A Series 3 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, shares authorized | 700,000 | |||
Preferred Class A Series 4 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, shares authorized | 548,000 | |||
Series 4 Preferred Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, issued | 546,576 | |||
Series 4 Preferred Stock | The APP Merger [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, issued | 546,756 | |||
Preferred Class B [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, shares authorized | 15,000 | |||
Preferred stock, par or stated value per share (in Dollars per share) | $ 0.50 | |||
Preferred stock, issued | 0 | 0 | ||
Preferred stock, outstanding | 0 | 0 | ||
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 | |||
Warrant to purchase common stock shares | 2,585,379 | |||
Warrants under lock-up | 1,292,690 | |||
Lock up period | 18 years | |||
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 | $ 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 | $ 0.95 | |||
Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares received | 247,999 | 81,418 | 233,867 | |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares forfeited | 90,000 | |||
Shares exercised | 0 | 0 | 0 | |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 209,000 | $ 495,000 | $ 437,000 | |
Grants in period | 190,000 | 101,250 | 293,500 | |
Unrecognized compensation expense | $ 23,000 | |||
Shares forfeited in period | 26,500 | 27,666 | 58,250 | |
Unrecognized compensation expense, period for recognition | 6 months | |||
Accrued expenses from shares not yet issued | $ 0 | $ 29,000 | $ 23,000 | |
Tax benefit of stock-based compensation expense | 115,000 | 114,000 | 204,000 | |
Tax expense for stock-based compensation expenses | $ 141,000 | $ 190,000 | $ 0 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration date | Oct. 31, 2018 | |||
Number of shares issued | 50,000 | |||
Restricted Stock Units (RSUs) [Member] | Outside Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued | 140,000 | |||
Stock Appreciation Rights (SARs) [Member] | The APP Merger [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award expiration period | 10 years | |||
exercise price | $ 0.95 | |||
Stock Appreciation Rights (SARs) [Member] | Employee [Member] | The APP Merger [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued | 50,000 | |||
Stock Appreciation Rights (SARs) [Member] | Outside Directors [Member] | The APP Merger [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 held | 0 | |||
2017 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 4,700,000 | |||
Number of shares granted | 2,913,305 | |||
2017 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares held | 2,533,305 | |||
2017 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares held | 190,000 | |||
2017 Equity Incentive Plan [Member] | Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares held | 190,000 |
Equity And Share-Based Paymen57
Equity And Share-Based Payments (Weighted Average Assumptions For Options Granted) (Details) | 12 Months Ended |
Sep. 30, 2017$ / shares | |
Expected Volatility | 43.19% |
Expected Dividend Yield | 0.00% |
Risk-free Interest Rate | 1.53% |
Expected Term (in years) | 7 years |
Fair Value of Options Granted | $ 0.64 |
Equity And Share-Based Paymen58
Equity And Share-Based Payments (Summary Of Stock Options Outstanding And Exercisable) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Shares, Outstanding at September 30 | 197,500 | 180,000 | 180,000 |
Shares, Granted | 2,723,305 | 17,500 | |
Shares, exercised | |||
Shares, Forfeited | (90,000) | ||
Shares, Outstanding at September 30 | 2,830,805 | 197,500 | 180,000 |
Shares, Exercisable on September 30, 2015 | 98,750 | ||
Weighted Average Exercise Price Per Share, Outstanding (in Dollars per share) | $ 2.53 | $ 2.60 | $ 2.60 |
Weighted Average Exercise Price Per Share, Granted (in Dollars per share) | 1.18 | 1.82 | |
Weighted Average Exercise Price Per Share, Exercised (in Dollars per share) | |||
Weighted Average Exercise Price Per Share, Forfeited (in Dollars per share) | 1.27 | ||
Weighted Average Exercise Price Per Share, Outstanding (in Dollars per share) | $ 2.53 | $ 2.60 | |
Weighted Average Exercise Price Per Share, Exercisable on September 30, 2015 (in Dollars per share) | $ 3.73 | ||
Weighted Average Remaining Contractual Term, Outstanding at September 30, 2015 (years) | 9 years 7 months 17 days | ||
Options Exercisable, Weighted Average Remaining Life (years) | 2 years 3 months | ||
Aggregate Intrinsic Value, Outstanding at September 30, 2015 (in Dollars) | $ 4,010,817 | ||
Aggregate Intrinsic Value, Exercisable on September 30, 2015 (in Dollars) | $ 7,263 |
Equity And Share-Based Paymen59
Equity And Share-Based Payments (Summary Of Non-Vested Stock Activity) (Details) - $ / shares | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Total Outstanding Shares | 189,970 | 283,722 | 141,435 | |
Stock Granted | 190,000 | 101,250 | 293,500 | |
Vested | (181,220) | (195,002) | (92,963) | |
Forfeited | (58,250) | |||
Total Outstanding Shares | 198,750 | 189,970 | 283,722 | |
Weighted Average Grant -Date Fair Value (in Dollars per share) | $ 0.99 | $ 2.31 | $ 2.31 | $ 7.30 |
Weighted Average Grant -Date Fair Value, Stock Granted (in Dollars per share) | 0.95 | 1.52 | 1.70 | |
Weighted Average Grant -Date Fair Value, Vested (in Dollars per share) | 2.31 | 2.73 | 4.70 | |
Weighted Average Grant -Date Fair Value, Forfeited (in Dollars per share) | 7.36 | |||
Weighted Average Grant -Date Fair Value (in Dollars per share) | $ 0.99 | $ 2.31 | $ 2.31 | |
September 2015 - August 2018 [Member] | ||||
Vesting Period | P35M | |||
September 2016 - January 2019 [Member] | ||||
Vesting Period | P28M | |||
October 2017 - April 2018 [Member] | ||||
Vesting Period | P6M |
Industry Segments and Financi60
Industry Segments and Financial Information About Foreign and Domestic Operations (Narrative) (Details) | 12 Months Ended |
Sep. 30, 2017segment | |
Number of Reportable Segments | 2 |
Industry Segments and Financi61
Industry Segments and Financial Information About Foreign and Domestic Operations (Schedule of Segment Reporting Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating (loss) income | $ (8,494,112) | $ 3,018,512 | $ 6,618,407 | ||||||||
Revenues | $ 3,692,406 | $ 4,314,068 | $ 2,405,519 | $ 3,243,599 | $ 3,563,106 | $ 5,560,776 | $ 4,772,801 | $ 8,230,659 | 13,655,592 | 22,127,342 | 32,604,865 |
R&D [Member] | Operating Segments [Member] | |||||||||||
Operating (loss) income | (3,244,000) | (89,000) | (220,000) | ||||||||
Corporate [Member] | |||||||||||
Operating (loss) income | (8,394,000) | (6,824,000) | (6,607,000) | ||||||||
Zimbabwe [Member] | |||||||||||
Revenues | 2,227,000 | 3,305,000 | 2,696,000 | ||||||||
Mozambique [Member] | |||||||||||
Revenues | 1,430,000 | ||||||||||
U.S. [Member] | |||||||||||
Revenues | 1,288,000 | 2,464,000 | 2,029,000 | ||||||||
U.S. [Member] | Operating Segments [Member] | |||||||||||
Operating (loss) income | 3,144,000 | 9,932,000 | 13,445,000 | ||||||||
South Africa [Member] | |||||||||||
Revenues | 951,000 | 1,117,000 | 2,331,000 | ||||||||
Cameroon [Member] | |||||||||||
Revenues | 891,000 | ||||||||||
Nigeria [Member] | |||||||||||
Revenues | 846,000 | ||||||||||
Brazil [Member] | |||||||||||
Revenues | 6,008,000 | 14,841,000 | |||||||||
Other [Member] | |||||||||||
Revenues | $ 6,022,000 | $ 9,233,000 | $ 10,708,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
United States Postretirement Benefit Plan of US Entity [Member] | |||
Defined Contribution Plan [Line Items] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount (in Dollars) | $ 15,500 | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | ||
Defined Benefit Plan, Contributions by Employer (in Dollars) | $ 73,000 | $ 33,000 | $ 37,000 |
Foreign Postretirement Benefit Plan [Member] | |||
Defined Contribution Plan [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | ||
Defined Benefit Plan, Contributions by Employer (in Dollars) | $ 22,000 | $ 23,000 | $ 26,000 |
Operating Leases And Rental E63
Operating Leases And Rental Expense (Narrative) (Details) | 12 Months Ended |
Sep. 30, 2017USD ($)ft²item | |
Miami, Florida [Member] | Office Space [Member] | |
Operating Leased Assets [Line Items] | |
Area of real estate property | ft² | 2,600 |
Operating lease term | 3 years |
Lease Expiration Date | Oct. 31, 2019 |
Extension of term of lease | 3 years |
Operating lease number of extensions | item | 2 |
Miami, Florida [Member] | Minimum [Member] | Office Space [Member] | |
Operating Leased Assets [Line Items] | |
Operating lease monthly payments | $ 9,240 |
Miami, Florida [Member] | Maximum [Member] | Office Space [Member] | |
Operating Leased Assets [Line Items] | |
Operating lease monthly payments | $ 9,994 |
Chicago, Illinois [Member] | Office Space [Member] | |
Operating Leased Assets [Line Items] | |
Area of real estate property | ft² | 6,600 |
Operating lease term | 7 years |
Operating lease holiday term | 7 months |
Operating lease abatement term | 5 months |
Lease Expiration Date | Oct. 31, 2023 |
Security deposit | $ 55,000 |
Chicago, Illinois [Member] | Minimum [Member] | Office Space [Member] | |
Operating Leased Assets [Line Items] | |
Operating lease monthly payments | 5,833 |
Chicago, Illinois [Member] | Maximum [Member] | Office Space [Member] | |
Operating Leased Assets [Line Items] | |
Operating lease monthly payments | $ 9,285 |
London, England [Member] | Office Space [Member] | |
Operating Leased Assets [Line Items] | |
Area of real estate property | ft² | 6,400 |
Security deposit | $ 59,000 |
London, England [Member] | Office Space [Member] | Through December 2011 [Member] | |
Operating Leased Assets [Line Items] | |
Operating lease quarterly rental payments | 13,500 |
London, England [Member] | Office Space [Member] | January 2012 Through June 2015 [Member] | |
Operating Leased Assets [Line Items] | |
Operating lease quarterly rental payments | 27,000 |
London, England [Member] | Office Space [Member] | June 2016 Through June 2020 [Member] | |
Operating Leased Assets [Line Items] | |
Operating lease quarterly rental payments | $ 24,000 |
Selangor D.E., Malaysia [Member] | Manufacturing Space [Member] | |
Operating Leased Assets [Line Items] | |
Area of real estate property | ft² | 45,800 |
Operating lease renewal term | 3 years |
Operating lease monthly payments | $ 15,000 |
Operating Leases And Rental E64
Operating Leases And Rental Expense (Schedule Of Operating Lease Expense, Including Real Estate Taxes And Insurance) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Leased Assets [Line Items] | |||
Operating lease expense | $ 505,298 | $ 471,132 | $ 477,436 |
Factory and Office Leases [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expense | 482,182 | 455,956 | 470,049 |
Other [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expense | $ 23,116 | $ 15,176 | $ 7,387 |
Operating Leases And Rental E65
Operating Leases And Rental Expense (Schedule Of Future Minimum Payments Under Leases) (Details) | Sep. 30, 2017USD ($) |
Operating Leased Assets [Line Items] | |
2,018 | $ 380,689 |
2,019 | 335,489 |
2,020 | 7,625 |
2,021 | (85,295) |
2,022 | (95,569) |
Thereafter | (70,319) |
Total minimum lease payments | 472,620 |
Operating Leases [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | 518,733 |
2,019 | 524,326 |
2,020 | 201,378 |
2,021 | 113,373 |
2,022 | 108,015 |
Thereafter | 120,430 |
Total minimum lease payments | 1,586,255 |
Sublease Income [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | 138,044 |
2,019 | 188,837 |
2,020 | 193,753 |
2,021 | 198,668 |
2,022 | 203,584 |
Thereafter | 190,749 |
Total minimum lease payments | $ 1,113,635 |
Contingent Liabilities (Narrati
Contingent Liabilities (Narrative) (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2017USD ($)item | |
Loss contingency, range of possible loss, maximum | $ | $ 10 |
Number of class action lawsuits filed | item | 2 |
Earnings per Share (Narrative)
Earnings per Share (Narrative) (Details) - $ / shares | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2014 | |
anti-dilutive shares | 2,700,000 | |||
Exercise price of options outstanding not included in computation of diluted shares (in Dollars per share) | $ 2.60 | $ 2.53 | $ 2.60 | |
Options [Member] | ||||
anti-dilutive shares | 90,000 | |||
Exercise price of options outstanding not included in computation of diluted shares (in Dollars per share) | $ 3.92 |
Earnings per Share (Schedule Of
Earnings per Share (Schedule Of Earnings Per Share, Basic And Diluted) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ||||||||||
Weighted average common shares outstanding - basic | 34,640,308 | 28,666,477 | 28,532,327 | |||||||
Total net effect of dilutive securities | 260,080 | 384,721 | ||||||||
Weighted average common shares outstanding - diluted | 34,640,308 | 28,926,557 | 28,917,048 | |||||||
(Loss) income per common share – basic | $ (0.12) | $ (0.03) | $ (0.06) | $ (0.04) | $ (0.06) | $ 0.02 | $ 0.05 | $ (0.25) | $ 0.01 | $ 0.15 |
(Loss) income per common share – diluted | $ (0.12) | $ (0.03) | $ (0.06) | $ (0.04) | $ (0.06) | $ 0.02 | $ 0.05 | $ (0.25) | $ 0.01 | $ 0.15 |
Options [Member] | ||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ||||||||||
Total net effect of dilutive securities | 11,443 | 50,473 | ||||||||
Restricted Stock [Member] | ||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ||||||||||
Total net effect of dilutive securities | 248,637 | 334,248 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net revenues | $ 3,692,406 | $ 4,314,068 | $ 2,405,519 | $ 3,243,599 | $ 3,563,106 | $ 5,560,776 | $ 4,772,801 | $ 8,230,659 | $ 13,655,592 | $ 22,127,342 | $ 32,604,865 |
Gross profit | 1,794,659 | 2,294,914 | 1,277,655 | 1,652,284 | 1,868,559 | 3,233,193 | 2,845,395 | 5,402,337 | 7,019,512 | 13,349,484 | 18,969,959 |
Operating expenses | 4,568,712 | 3,561,050 | 3,856,888 | 3,526,974 | 2,161,546 | 2,384,674 | 2,774,970 | 3,009,782 | 15,513,624 | 10,330,972 | 12,351,552 |
Income tax benefit | (126,628) | (509,713) | (824,033) | (530,069) | 1,436,351 | 231,211 | (27,824) | 829,453 | (1,990,443) | 2,469,191 | 2,341,004 |
Net loss attributable to common shareholders before preferred stock dividend | (2,679,335) | (789,889) | (1,776,642) | (1,366,181) | $ (1,750,941) | $ 570,258 | $ 35,045 | $ 1,490,363 | (6,612,047) | 344,725 | 4,346,036 |
Preferred stock dividend | 1,990,771 | 1,990,771 | |||||||||
Net Loss attributable to common shareholders | $ (4,670,106) | $ (789,889) | $ (1,776,642) | $ (1,366,181) | $ (8,602,818) | $ 344,725 | $ 4,346,036 | ||||
Net income (loss) per common share - basic | $ (0.12) | $ (0.03) | $ (0.06) | $ (0.04) | $ (0.06) | $ 0.02 | $ 0.05 | $ (0.25) | $ 0.01 | $ 0.15 | |
Net income (loss) per common share - diluted | $ (0.12) | $ (0.03) | $ (0.06) | $ (0.04) | $ (0.06) | $ 0.02 | $ 0.05 | $ (0.25) | $ 0.01 | $ 0.15 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Dec. 29, 2017 | Dec. 27, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Subsequent Event [Line Items] | ||||
Long term trade receivable | $ 7,837,500 | $ 7,837,500 | ||
Current accounts receivable, net | 3,555,350 | 10,775,200 | ||
Long term liability | 1,233,750 | 1,233,750 | ||
Current liability | 2,685,718 | 701,035 | ||
Aggregate purchase price of shares | $ 553,922 | $ 312,740 | ||
Maximum purchase of shares per business day | 77,000,000 | 38,500,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate purchase price of shares | $ 15,000,000 | |||
Term of purchase agreement | 36 months | |||
Maximum purchase of shares per business day | 200,000 | |||
Maximum VWAP percentage | 30.00% | |||
General percentage of VWAP persuant to notice | 97.00% | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Price per share of common stock agreed to sell under purchase agreement | $ 0.50 | |||
Semina [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Payments to settle agreement | $ 2,250,000 | |||
Long term trade receivable | 7,500,000 | |||
Settlement loss on receivables | 3,750,000 | |||
Semina [Member] | Subsequent Event [Member] | Obligated Second Payment [Member] | ||||
Subsequent Event [Line Items] | ||||
Payments to settle agreement | $ 1,500,000 |