Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | Sep. 15, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | AUTHENTIDATE HOLDING CORP | |
Entity Central Index Key | 885,074 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ADAT | |
Entity Common Stock, Shares Outstanding | 5,772,258 | |
Amendment Description | Authentidate Holding Corp. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 previously filed with the Securities and Exchange Commission on September 27, 2016 (the “Original Form 10-Q”) to amend and restate in their entirety the following items in the Original Form 10-Q: (i) the unaudited interim financial statements as of and for the fiscal quarter ended March 31, 2016 set forth in Item 1 of Part 1; (ii) the “Management's Discussion and Analysis of Financial Condition and Results of Operation” set forth in Item 2 of Part 1, and (iii) the discussion involving the Company’s disclosure controls and internal control over financial reporting, set forth in Item 4 of Part 1. We have also updated the signature page, the certifications of our Chief Executive Officer and our financial statements formatted in Extensible Business Reporting Language (XBRL). The restatement and the other aforementioned matters are described in Note 2 to the unaudited consolidated financial statements included in this Amendment No. 1 on Form 10-Q/A (the “Amended Form 10-Q”). As described in more detail in Note 2 to the unaudited consolidated financial statements included in this Amended Form 10-Q, the restatement of the unaudited interim financial statements included in the Original Form 10-Q corrects an error in the Company’s accounting for changes in reimbursement rates and payment adjudication processes which resulted in an overstatement of revenues and accounts receivable balances for the three and nine-month periods ended March 31, 2016. In addition, certain adjustments to correct the provision for income taxes and certain immaterial grammatical and formatting changes were made to this Amended Form 10-Q. The information in the Original Form 10-Q is amended to read in its entirety as set forth in this Amended Form 10-Q. Except to reflect the restatement of the interim financial statements and other matters specifically identified as amended or restated in the first paragraph of this Explanatory Note, the information in the Original Form 10-Q and this Amended Form 10-Q has not been updated or otherwise changed to reflect any events, conditions or other developments that have occurred or existed since September 27, 2016, the date the Original Form 10-Q was filed with the SEC. Accordingly, except solely with regard to the restatement and the other matters specifically identified as amended or restated in the first paragraph of this Explanatory Note, all information in this Amended Form 10-Q speaks only as of September 27, 2016. References made in this Amended Form 10-Q to “this Form 10-Q” or similar statements, means this Amendment on Form 10-Q/A unless the context requires otherwise. For more information about the restatement, please see the Company’s Current Report on Form 8-K filed on February 22, 2017. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets | ||
Cash and cash equivalents | $ 2,763,468 | $ 5,190,540 |
Restricted cash | 120,695 | 0 |
Notes receivable | 0 | 50,000 |
Accounts receivable, net | 2,436,724 | 0 |
Inventory | 319,784 | 34,664 |
Deferred tax asset | 5,939,000 | 0 |
Prepaid expenses and other current assets | 407,157 | 2,685 |
Total current assets | 11,986,828 | 5,277,889 |
Property and equipment, net | 3,043,432 | 2,551,383 |
Other assets | ||
Intangibles | 2,263,953 | 0 |
Deferred tax asset | 31,855,000 | 0 |
Goodwill | 3,318,000 | 0 |
Total assets | 52,467,213 | 7,829,272 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,286,424 | 1,707,894 |
Accrued commissions | 840,515 | 690,255 |
Notes payable | 3,877,811 | 0 |
Warrant liability | 1,405,686 | 0 |
Deferred rent | 57,049 | 0 |
Total current liabilities | 11,467,485 | 2,398,149 |
Long-term deferred liabilities | 0 | 32,250 |
Total liabilities | 11,467,485 | 2,430,399 |
Commitments and contingencies (Note 10 and 15) | ||
Shareholders' equity | ||
Preferred stock, $.10 par value; 5,000,000 shares authorized, Series B, 28,000 shares and Series D, 605,000 shares issued and outstanding on March 31, 2016 and 0 shares issued and outstanding on June 30, 2015 | 63,300 | 0 |
Common stock, $.001 par value; 190,000,000 shares authorized, 5,772,258 and 958,030 shares issued and outstanding on March 31, 2016 and June 30, 2015, respectively | 5,772 | 958 |
Additional paid-in capital | 38,207,874 | 0 |
Retained earnings | 2,722,782 | 5,397,915 |
Total shareholders' equity | 40,999,728 | 5,398,873 |
Total liabilities and shareholders' equity | $ 52,467,213 | $ 7,829,272 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Jun. 30, 2015 |
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 5,772,258 | 958,030 |
Common stock, shares outstanding | 5,772,258 | 958,030 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 28,000 | 0 |
Preferred stock, shares outstanding | 28,000 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares issued | 605,000 | 0 |
Preferred stock, shares outstanding | 605,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net revenues | ||||
Fees for services | $ 5,244,059 | $ 4,801,796 | $ 27,841,500 | $ 17,826,663 |
Hosted software services | 249,104 | 0 | 249,104 | 0 |
Telehealth products and services | 10,105 | 0 | 10,105 | 0 |
Total net revenues | 5,503,268 | 4,801,796 | 28,100,709 | 17,826,663 |
Operating expenses | ||||
Cost of revenues | 2,266,891 | 1,112,248 | 5,333,436 | 3,356,196 |
Selling, general and administrative | 4,018,446 | 1,654,834 | 12,593,947 | 5,644,114 |
Product development | 21,950 | 0 | 21,950 | 0 |
Share based compensation | 58,000 | 0 | 1,476,000 | 0 |
Depreciation and amortization | 400,110 | 333,189 | 876,112 | 535,424 |
Total operating expenses | 6,765,397 | 3,100,271 | 20,301,445 | 9,535,734 |
Operating income (loss) | (1,262,129) | 1,701,525 | 7,799,264 | 8,290,929 |
Other expense, net | (459,444) | (4,654) | (450,352) | (1,135,407) |
Income (loss) before provision for income taxes | (1,721,573) | 1,696,871 | 7,348,912 | 7,155,522 |
(Benefit) provision for income taxes | 1,017,600 | 6,000 | 1,009,940 | 17,600 |
Net (loss) income | $ (2,739,173) | $ 1,690,871 | $ 6,338,972 | $ 7,137,922 |
Earnings per share: | ||||
Basic (loss) earnings per common share | $ (0.65) | $ 1.76 | $ 3.04 | $ 7.45 |
Diluted (loss) earnings per common share | $ (0.65) | $ 1.76 | $ 2.44 | $ 7.45 |
Weighted average number of common shares outstanding | ||||
Basic | 4,327,990 | 958,030 | 2,064,951 | 958,030 |
Diluted | 4,327,990 | 958,030 | 2,694,990 | 958,030 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - 9 months ended Mar. 31, 2016 - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital Member | Accumulated Equity Member |
Balance at Jun. 30, 2015 | $ 5,398,873 | $ 0 | $ 958 | $ 0 | $ 5,397,915 |
Balance (in shares) at Jun. 30, 2015 | 0 | 958,030 | |||
Members' distribution | (8,947,023) | $ 0 | $ 0 | 0 | (8,947,023) |
Contributed membership interest | 0 | 0 | $ (96) | 96 | 0 |
Contributed membership interest (in shares) | (95,803) | ||||
Share-based compensation expense | 1,418,000 | 0 | $ 96 | 1,417,904 | 0 |
Share-based compensation expense (in shares) | 95,803 | ||||
Reverse merger | 36,799,988 | $ 63,300 | $ 4,814 | 36,731,874 | 0 |
Reverse merger (in shares) | 633,000 | 4,814,228 | |||
Share-based compensation expense | 58,000 | $ 0 | $ 0 | 58,000 | 0 |
Preferred stock dividends | (67,082) | 0 | 0 | 0 | (67,082) |
Net income (Restated, See Note 2) | 6,338,972 | 0 | 0 | 0 | 6,338,972 |
Balance at Mar. 31, 2016 | $ 40,999,728 | $ 63,300 | $ 5,772 | $ 38,207,874 | $ 2,722,782 |
Balance (in shares) at Mar. 31, 2016 | 633,000 | 5,772,258 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net income | $ 6,338,972 | $ 7,137,922 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Loss on equity method investment | 0 | 71,955 |
Bad debt expense | 109,358 | 0 |
Write-off of notes receivable | 0 | 92,000 |
Change in fair value warrant liability | 340,000 | 0 |
Deferred taxes | 1,010,000 | 0 |
Depreciation and amortization | 876,112 | 535,424 |
Net gain on sale of equipment | 0 | (52,381) |
Share-based compensation | 1,476,000 | 0 |
Deferred rent | 57,049 | 20,250 |
Deferred revenue | 0 | 238,155 |
Changes in assets and liabilities | ||
Accounts receivable | (2,371,274) | 1,741,424 |
Inventory | 74,880 | (37,503) |
Prepaid expenses and other current assets | 59,528 | 53,847 |
Accounts payable, accrued expenses and other liabilities | (314,738) | 567,946 |
Accrued commissions | 150,260 | 0 |
Net cash provided by operating activities | 7,806,147 | 10,369,039 |
Cash flows from investing activities | ||
Due to (from) related parties | 0 | (414,978) |
Purchases of property and equipment | (1,136,196) | (208,798) |
Collections from notes receivable | 50,000 | 0 |
Net cash used in investing activities | (1,086,196) | (623,776) |
Cash flows from financing activities | ||
Members’ distributions | (8,947,023) | (7,445,671) |
Repayment of notes payable | (200,000) | 0 |
Net cash used in financing activities | (9,147,023) | (7,445,671) |
Net (decrease) increase in cash and cash equivalents | (2,427,072) | 2,299,592 |
Cash and cash equivalents, beginning of period | 5,190,540 | 1,823,006 |
Cash and cash equivalents, end of period | 2,763,468 | 4,122,598 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 94,000 | 5,000 |
Income taxes paid | 8,000 | 18,000 |
Non-cash investing and financing activities | ||
Note receivable on sale of equipment | 0 | 185,405 |
Non cash preferred dividends | $ 67,082 | $ 0 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 1. Nature of Operations Authentidate Holding Corp. (“AHC”) and its subsidiaries provide secure web-based revenue cycle management applications and telehealth products and services that enable healthcare organizations to increase revenues, improve productivity, reduce costs, coordinate care for patients and enhance related administrative and clinical workflows and compliance with regulatory requirements. Our Web-based services are delivered as Software as a Service (SaaS) to our customers interfacing seamlessly with billing, information and records management systems. Reverse Merger On January 27, 2016, Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories (“AEON”) merged into a newly formed acquisition subsidiary of AHC pursuant to a definitive Amended and Restated Agreement and Plan of Merger dated January 26, 2016, as amended on May 31, 2016 (collectively the “Merger Agreement”) (the “AEON Acquisition”). The merger certificate was filed with the Secretary of State of Georgia on January 27, 2016. AEON survived the merger as a wholly-owned subsidiary of AHC (collectively the “Company”). AEON contracts with health care professionals to provide urine and oral fluid testing to patients. The four primary tests provided by AEON are Medical Toxicology, Pharmacogenomics, Cancer Genetic Testing and Molecular Biology. Following the completion of the reverse merger, the business conducted by AEON became primarily the business conducted by the Company. Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the merger is treated as a “reverse merger” under the purchase method of accounting (see Note 3). The condensed consolidated financial statements reflect the historical results of AEON prior to the completion of the reverse merger since it was determined to be the accounting acquirer, and do not include historical results of AHC prior to the completion of the merger. |
Restatement Relating to Quarter
Restatement Relating to Quarter Ended March, 31, 2016 | 9 Months Ended |
Mar. 31, 2016 | |
Restatement of Prior Year Income [Abstract] | |
Restatement Of Previously Issued Financial Statements [Text Block] | 2. Restatement Relating to Quarter Ended March, 31, 2016 On February 17, 2017, the Audit Committee of the Board of Directors determined that the unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2016, filed on September 27, 2016, should no longer be relied upon and that the Company will restate its previously-filed interim financial statements for the fiscal quarter ended March 31, 2016. effective January 2016, the Centers for Medicare and Medicaid Services (CMS) reduced the unit reimbursement rate for many of the tests typically performed by the Company, along with the number of tests that CMS would reimburse. Because Medicare and Medicaid accounts for close to 50 determined that its revenue for the quarter ended March 31, 2016 should have been approximately $ 2,113,000 In addition, the Company has corrected the deferred tax liability recorded in connection with the reverse merger, AEON elected to change from a cash basis tax payer to an accrual basis tax payer. This is a change of accounting methodology which creates a built-in-gain that resulted in a deferred tax liability of approximately $ 1,498,000 730,000 149,000 581,000 Three Months Ended Nine Months Ended March 31, March 31, (Unaudited) (Unaudited) As As Previously Restated Previously Restated 2016 Adjustment 2016 2016 Adjustment 2016 Consolidated Statement of Operations Fees for services $ 7,357,034 (2,112,975) $ 5,244,059 $ 29,954,475 (2,112,975) $ 27,841,500 Total net revenues $ 7,616,243 (2,112,975) $ 5,503,268 $ 30,213,684 (2,112,975) $ 28,100,709 Operating income (loss) $ 850,846 (2,112,975) $ (1,262,129) $ 9,912,239 (2,112,975) $ 7,799,264 Income before provision for income taxes $ 391,402 (2,112,975) $ (1,721,573) $ 9,461,887 (2,112,975) $ 7,348,912 Provision for income taxes $ 436,600 581,000 $ 1,017,600 $ 428,940 581,000 1,009,940 Net (loss) income $ (45,198) (2,693,975) $ (2,739,173) $ 9,032,947 (2,693,975) $ 6,338,972 Earnings per share: Basic (loss) earnings per share $ (0.03) $ (0.65) $ 4.34 $ 3.04 Diluted (loss) earnings per share $ (0.03) $ (0.65) $ 3.44 $ 2.44 As of March 31, 2016 (Unaudited) As of As Previously March 31, Consolidated Balance Sheets Reported Restated 2016 Adjustment 2016 Accounts receivable, net $ 4,549,699 (2,112,975) $ 2,436,724 Long-Term deferred tax asset $ 32,436,000 (581,000) $ 31,855,000 Retained Earnings $ 5,416,757 (2,693,975) $ 2,722,782 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and following the requirements of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending June 30, 2016 or for any other interim period or for any other future year. The balance sheet as of June 30, 2015 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Company’s Form 10-KT for the fiscal year ended June 30, 2015 and the corresponding Management’s Discussion and Analysis of Financial Condition and Results of Operations. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most sensitive accounting estimates affecting the financial statements are revenue recognition, the allowance for doubtful accounts, depreciation of long lived assets, fair value of intangible assets and goodwill, amortization of intangible assets, income taxes and associated deferrals and valuation allowances, and commitments and contingencies. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Cash and cash equivalents include all cash balances and highly liquid investments with maturities of three months or less. Accounts receivable represent customer obligations due under normal trade terms, net of allowance for doubtful accounts. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. The allowance for doubtful accounts was approximately $ 109,000 0 During December 2014, the Company entered into an agreement with an unrelated party for the sale of certain equipment for approximately $ 258,000 Inventory amounts are stated at the lower of cost or market using the first in, first out basis. Property and equipment are recorded at cost. Depreciation is recorded using the straight-line method. Estimated useful lives of the assets range from three to seven years. Repairs and maintenance are charged to expense as incurred. Renewals and betterments are capitalized. When assets are sold, retired or otherwise disposed of, the applicable costs and accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss, if any, is recognized. Intangible assets consist primarily of trademarks and acquired technologies. The Company acquired approximately $ 2,340,000 Goodwill is not amortized, but is assessed annually for impairment. The Company evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and market based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no impairment charges were recognized. The Company reviews long-lived assets, such as property and equipment and intangible assets subject to amortization, for impairment using an undiscounted cash flow approach, whenever events or changes in circumstances such as significant changes in business climate, changes in product offerings, or other circumstances indicate that the carrying amount may not be recoverable. Rent expenses for operating leases which included scheduled rent increases is determined by expensing the total amount of rent due over the life of the operating lease on a straight-line basis. The difference between the amount of expense recognized and the amount of rent paid is recorded as a liability. The Company provides laboratory testing services, web-based hosted software services, telehealth products and post contract customer support services. Billings for laboratory testing services are reimbursed by third-party payers net of allowances for differences between amounts billed and the cash receipts from such payers. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC-605 “ Revenue Recognition Historically, the Company had recognized revenue for these services upon cash receipt because the criteria to recognize revenues under ASC-605 had not been met at the time test results were delivered since the fee was not fixed and determinable until the third payer remitted payment given the limited experience and history to develop a reliable estimate of the provision for contractual adjustments (that is, the difference between established rates and expected third-party payments) and discounts (that is, the difference between established rates and the amount billable). The Company has continuously reassessed its ability to develop reliable estimates of the provision for contractual adjustments and discounts and over the past year and has made investments in its systems and process around its billing system to improve the quality of information generated by the system. Given these ongoing investments and improvements and based upon the financial framework the Company uses for estimating the provision for contractual adjustments and discounts, in the second quarter of 2016, the Company concluded that it was able to reasonably estimate its provision for contractual adjustments and discounts and began recognizing revenue at the time test results are delivered, net of estimated contractual allowances. Revenue for hosted software services, telehealth products, and customer support services are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and collectability is reasonably assured. Multiple-element arrangements are assessed to determine whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met: the delivered item has value to the customer on a standalone basis; there is objective and reliable evidence of the fair value of the undelivered items in the arrangement; if the arrangement includes a general right of return relative to the delivered items, and delivery or performance of the undelivered item is considered probable and substantially in our control. If these criteria are not met, then revenue is deferred until such criteria are met or until the period over which the last undelivered element is delivered, which is typically the life of the contract agreement. If these criteria are met, we allocate total revenue among the elements based on the sales price of each element when sold separately which is referred to as vendor specific objective evidence or VSOE. The Company recognizes advertising expenses as incurred. Advertising expense for the three and nine months ended March 31, 2016 was approximately $ 11,000 59,000 18,000 66,000 The Company follows ASC 718, Share-Based Payments The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At March 31, 2016 and June 30, 2015, the Company had approximately $ 2,431,000 4,691,000 The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Prior to the reverse merger, AEON elected to be taxed as an S Corporation for federal and certain state income tax purposes. Under this election substantially all of the profits, losses, credits and deductions of the Company are passed through to the individual shareholders. Therefore prior to the reverse merger no provision or liability for income taxes has been included in these consolidated financial statements except for state and localities where the S Corporation status has not been recognized. The provision for income taxes consisting of current franchise and excise taxes for state and localities prior to the merger were $ 6,000 17,600 Prior to the reverse merger, AHC tax benefits were fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. As a result of the reverse merger a deferred tax asset was recorded since it was determined the realization of some of these assets is more likely than not, due to consolidated earnings resulting in the expected usage of net operating loss carryforwards. Under income tax regulations in the United States AHC is the acquirer of AEON. As such the Company must file a consolidated return for both AHC and AEON for the year ending June 30, 2016. The return will include the operating results of AHC from July 1, 2015 through June 30, 2016, and AEON’s results from January 27, 2016 through June 30, 2016. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements. The Company’s policy is to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” In July 2015, the FASB issued ASU 2015-11, “ Inventory Topic 330 Simplifying the Measurement of Inventory In November 2015, the FASB issued a new accounting standard that requires that the deferred tax liabilities and assets be classified as noncurrent on the consolidated balance sheet. The standard will be effective for the Company beginning July 1, 2017, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. In February 2016, the FASB issues ASU No. 2016-2, “Leases,” which establish a right-of-use- (ROU) model that requires a lessee to record and ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classifications affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 requires modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the effect of adoption of this ASU and do not believe the effect will be material to our financial statements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which makes several modifications to the accounting for employee share-based payment transactions, including the requirement to recognize the income tax effects of awards that vest or settle as income tax expense. This guidance also clarifies the presentation of certain components of share-based awards in the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, and early adoption is permitted. The Company is evaluating the effect that ASU No. 2016-09 will have on its consolidated financial statements and related disclosures. We are currently evaluating the effect of adoption of this ASU and do not believe the effect will be material on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Reverse Merger
Reverse Merger | 9 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 4. Reverse Merger On January 27, 2016 AHC completed the reverse merger with AEON, an expanding clinical laboratory based in Gainesville, GA. The transaction was structured as a tax-free exchange, with the former AEON members receiving shares of common stock of AHC at the closing, and potential further issuances of common stock tied primarily to the earnings of AEON during the five calendar years ending December 2019. The AEON members received an aggregate of 19.9 958,030 5 240,711 90 16,000,000 1,155,414 0 100,000,000 10 The effective consideration transferred is determined based upon the amount of shares that AEON would have had to issue to AHC shareholders in order to provide the same ownership ratios as previously discussed. The fair value of the consideration effectively transferred by AEON should be based on the most reliable measure. In this case, the quoted market price of AHC shares provide a more reliable basis for measuring the consideration effectively transferred than the estimated fair value of the shares of AEON. The fair value of AHC common stock is based upon the closing stock price on January 27, 2016, the effective date of the merger, of $ 4.71 36,800,000 Fair value of AHV common shares (A) $ 22,675,000 Preferred stock outstanding (B) 3,047,000 Stock options vested and outstanding (C) 1,296,000 Warrants vested and outstanding (C) 9,782,000 Consideration effectively transferred $ 36,800,000 (A) Based upon 4,814,226 4.71 (B) Represents 28,000 605,000 646,933 4.71 (C) Represents outstanding and vested AHC stock options and warrants acquired in connection with the reverse merger. Options Warrants Number of shares 559,595 3,479,896 Weighted average exercise price $ 4.46 $ 5.24 Volatility 85.10 % 85.10 % Risk-free interest rate 1.63 % 1.63 % Expected dividend rate 0 % 0 % Expected life (years) 4 4.16 Stock Price $ 4.71 $ 4.71 Cash and cash equivalents $ 30,000 Restricted cash 121,000 Accounts receivable 174,000 Inventory 360,000 Prepaid expenses and other current assets 464,000 Property and equipment 189,000 Trade names and licensed technology 2,344,000 Deferred tax assets 38,804,000 Total assets acquired at fair value 42,486,000 Accounts payable and accrued expenses 3,860,000 Notes payable 4,078,000 Warrant liability 1,066,000 Total liabilities assumed 9,004,000 Net assets acquired 33,482,000 Goodwill 3,318,000 Total purchase consideration $ 36,800,000 The purchase price exceeded the fair value of the net assets acquired by approximately $ 3,318,000 In connection with the reverse merger, the Company incurred approximately $ 323,000 974,000 (in thousands) Three months ended (As Restated, March 31, 2016 March 31, 2015 Net revenues $ 5,623 $ 5,571 Net loss $ (2,356) $ (458) (in thousands) Nine months ended (As Restated, March 31, 2016 March 31, 2015 Net revenues $ 29,018 $ 20,995 Net (loss) income $ (4,082) $ 296 |
Inventory
Inventory | 9 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory [Text Block] | 5. Inventory March 31 June 30 Laboratory testing supplies $ 83,419 $ 34,664 Purchased components, net 31,068 - Finished goods 205,297 - Total inventory $ 319,784 $ 34,664 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property and Equipment Estimated March 31, June 30, Useful Life In 2016 2015 Years Machinery and equipment $ 4,960,014 $ 3,798,927 3-6 Software 392,913 265,886 3-7 Furniture and fixtures 105,043 105,043 5-7 Leasehold improvements 64,193 64,193 (1) 5,522,163 4,234,049 Less: Accumulated depreciation and amortization (2,478,731) (1,682,666) $ 3,043,432 $ 2,551,383 (1) Lesser of lease term or estimated useful life Depreciation on property and equipment for the three and nine months ended March 31, 2016 was approximately $ 320,000 796,000 333,000 535,000 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 7. Intangible Assets March 31, 2016 June 30, 2015 Gross Accumulated Net Book Gross Accumulated Net Book Useful Life Trademarks $ 550,000 $ 13,110 $ 536,890 - - $ - 7 Acquired technologies 1,794,000 66,937 1,727,063 - - - 3-5 Total $ 2,344,000 $ 80,047 $ 2,263,953 $ - $ - $ - Amortization expense was approximately $ 80,000 June 30, 2016 (three months) $ 113,500 2017 450,300 2018 450,300 2019 362,300 2020 237,300 2021 236,100 Thereafter 414,153 $ 2,263,953 |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | Income Taxes For the three months For the nine months (As Restated, (As Restated, Current: Federal $ - $ - State 7,600 (60) Total current 7,600 (60) Deferred Federal 943,000 943,000 State 67,000 67,000 Total current 1,010,000 1,010,000 Income tax benefit $ 1,017,600 $ 1,009,940 In connection with the reverse merger, AEON elected to change from a cash basis tax payer to an accrual basis tax payer. This resulted in a change of accounting methodology which resulted in a built in gain that resulted in a deferred tax liability of approximately $ 1,498,000 Deferred income taxes (in thousands) Deferred tax assets: As Restated Accounts receivable allowance $ 41 Other liabilities 36 Intangible asset 356 Accrued compensation 395 Net operating loss and other carry forwards 59,959 Total gross deferred assets 60,787 Less: Valuation allowance 21,745 Total deferred tax asset 39,042 Deferred tax liabilities Depreciation 599 Change in accounting method 649 Total deferred tax liability 1,248 Net Deferred Tax Asset $ 37,794 As of March 31, 2016, the Company has net operating loss carryforwards of approximately $ 226,159,000 165,803,000 2019 2036 60,365,000 2016 2035 The gross deferred tax asset for these net operating losses is approximately $ 59,959,000 21,745,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2016 | |
Notes Payable [Member] | |
Notes Payable [Text Block] | 9. Notes Payable Secured The Company has a convertible note payable in the aggregate principal amount of $ 950,000 2.25 December 17, 2016 422,222 85 9 110 The Company has senior secured convertible notes in the aggregate principal amount of $ 900,000 June 8, 2016 2.25 85 9 110 The Company also agreed to file a registration statement covering the resale of the shares of the Company’s common stock issuable upon conversion of the $ 900,000 The Company has a promissory note in the aggregate principal amount of $ 320,000 April 15, 2016 10.0 4.86 65,844 December 1, 2016 3.00 106,667 4.99 Unsecured The Company has a note/exchange agreement with Lazarus Investment Partners, LLLP the beneficial owner of approximately 15.0 532,811 20 (i) December 17, 2016, or (ii) within 5 days of the closing of a sale of equity or debt securities of the Company, or series of closings, as part of the same transaction, of equity or debt securities within a period of 90 days, in the gross amount of at least $5,000,000 in cash proceeds. The Company has promissory notes in the aggregate principal amount of $ 400,000 15.0 20 200,000 December 1, 2016 3.00 66,667 The Company has promissory notes in the aggregate principal amount of $ 525,000 20 September 18, 2016 400,000 September 25, 2016 50,000 September 30, 2016 75,000 The Company has a promissory note in the aggregate principal amount of $ 450,000 20 March 31, 2016 Principal Interest Terms Secured $ 950,000 9% interest paid upon maturity or early redemption 900,000 9% interest paid upon maturity or early redemption 320,000 10% interest paid annually 2,170,000 Unsecured 532,811 20% interest paid annually 200,000 20% interest paid annually 525,000 20% interest paid annually 450,000 20% interest paid annually 1,707,811 Total $ 3,877,811 There was no notes payable outstanding as of June 30, 2015. |
Line of Credit
Line of Credit | 9 Months Ended |
Mar. 31, 2016 | |
Line of Credit [Member] | |
Short-term Debt [Line Items] | |
Short-term Debt [Text Block] | 10. Line of Credit On June 30, 2014 the Company entered into a $ 1,000,000 June 30, 2015 0 |
Lease Commitments
Lease Commitments | 9 Months Ended |
Mar. 31, 2016 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 11. Lease Commitments The Company entered into a 10 46,500 3 six year 135,000 148,000 Rental expense for the three and nine months ended March 31, 2016 was approximately $ 155,000 311,000 78,000 234,000 At March 31, 2016, as part of our lease agreement for the New Jersey office, restricted cash of approximately $ 121 2017 $ 694,000 2018 715,000 2019 735,000 2020 756,000 2021 776,000 Thereafter 3,506,000 Total $ 7,182,000 The Company has approximately $ 39,000 |
Equity
Equity | 9 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 12. Equity Preferred Stock As of March 31, 2016, there are 28,000 25.00 28,000 25.20 17,500 As of March 31, 2016, there are 605,000 639,622 9.77139 10.00 5 248,000 Common Stock As discussed in Note 1 and 4 the AEON Acquisition on January 27, 2016 has been accounted for as a reverse merger under US GAAP. As such, AEON is considered the acquiring entity for accounting purposes; and therefore, legacy AEON’s historical results of operations replaced legacy AHC’s historical results of operations for all periods prior to the reverse merger. Additionally, the legacy AEON equity accounts at March 31, 2016 were retroactively restated to reflect the number of shares received in the business combination as defined by Note 3. Earnings per Share FASB ASC Topic 260, Earnings per Share, requires the presentation of basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted-average number of ordinary shares outstanding during the period, while diluted earnings per share is calculated to include any dilutive effects to ordinary shares. Three Months Ended Nine Months Ended (As Restated, (As Restated, 2016 2015 2016 2015 Net (loss) income $ (2,739,173) $ 1,690,871 $ 6,338,972 $ 7,137,922 Preferred stock dividends 67,082 - 67,082 - (Loss) income available to common shareholders (2,806,255) 1,690,871 6,271,890 7,137,922 Weighted average shares used in the computation of basic earnings per share 4,327,990 958,030 2,064,951 958,030 (Loss)earnings per share - basic $ (0.65) $ 1.76 $ 3.04 $ 7.45 Dilutive (Loss) income available to common shareholders $ (2,806,255) $ 1,690,871 $ 6,271,890 $ 7,137,922 Less increase in fair value of warrants, net of income tax - - 205,360 - Interest on convertible debt, net of income tax - - 19,982 - Preferred stock dividends - - 67,082 - (Loss) income applicable to common shareholders plus assumed conversions $ (2,806,255) $ 1,690,871 $ 6,564,314 $ 7,137,922 Shares used in the computation of basic earnings per share 4,327,990 958,030 2,064,951 958,030 Dilutive effect of options and warrants convertible debt and convertible preferred - - 630,039 - Shares used in the computation of diluted earnings per share 4,327,990 958,030 2,694,990 958,030 (Loss)earnings per share - diluted $ (0.65) $ 1.76 $ 2.44 $ 7.45 Common Stock Warrants Number of Weighted Weighted Aggregate Outstanding, July 1, 2015 - - - - Warrants assumed in reverse merger 4,313,180 $ 5.24 - - Issued - - - - Expired - - - - Outstanding March 31, 2016 4,313,180 $ 5.24 4.81 $ 4,905,352 Exercisable, March 31, 2016 3,496,507 $ 5.93 4.17 $ 3,855,019 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation [Text Block] | 13. Share-Based Compensation On December 22, 2015, the Company and its owners approved a 10 1,418,000 Employees Information Number of Weighted Weighted Aggregate Outstanding July 1, 2015 - $ - - $ - Options acquired in merger 182,259 12.45 - - Granted - - - - Expired/forfeited - - - - Outstanding March 31, 2016 182,259 12.45 6.55 49,160 Exercisable March 31, 2016 137,151 13.15 3.14 47,580 Expected to vest at March 31, 2016 35,311 $ 10.42 6.59 $ 1,238 Non-Executive Director Information Number of Weighted Weighted Aggregate Outstanding July 1, 2015 - $ - - $ - Options acquired in merger 433,882 4.46 - - Granted - - - - Expired/forfeited - - - - Outstanding and exercisable March 31, 2016 433,882 $ 4.46 7.97 $ 481,862 Employee options are granted at the closing price on the day of issuance and typically vest over a three-year period and non-executive director options are granted at market price and vest on the grant date. $ 58,000 1,476,000 As of March 31, 2016, there was approximately $ 285,000 12 As of March 31, 2016, there were approximately 35,800 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements [Text Block] | 14. Fair Value Measurements The Company measures fair value for financial assets and liabilities in accordance with the provisions of the accounting guidance regarding fair value measurements. The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. A brief description of those three levels is as follows: · Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices for identical assets or liabilities that are observable for the asset or liability, either directly or indirectly. · Level 3: Significant unobservable inputs. Fair Value Measurements March 31, 2016 Fair Value Level 1 Level 2 Level 3 Warrant liability $ 1,405,686 $ - $ - $ 1,405,686 Total $ 1,405,686 $ - $ - $ 1,405,686 Fair Value March 31, 2016 Balance at June 30, 2015 $ - Warrant liability acquired in reverse merger 1,066,000 Change in fair value 340,000 Balance at March 31, 2016 $ 1,406,000 The Company’s assets and liabilities subject to recurring fair value measurements as of March 31, 2016 are as follows: The warrant liability represents the fair value of the warrants issued by the Company that have reset features. The Company is required to revalue the warrant liability at the end of each reporting period and record a non-cash gain or loss in the statement of operations for the change in the fair value of the warrant liability in the period in which the change occurs. The fair value of the warrant liability is estimated using an adjusted Black-Scholes model and the applicable level 1 and level 2 inputs and an unobservable level 3 input regarding the likelihood of a reset occurring. Since the Company uses a level 3 input, the warrant liability in included in the level 3 category in the table above. Estimating fair value requires the input of highly subjective assumptions and because changes in such assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of the related assets or liabilities. For the three and nine months ended March 31, 2016, the Company recorded non-cash losses of $ 340,000 |
Other Expense, net
Other Expense, net | 9 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Expense [Text Block] | 15. Other Expense, net Three Months Ended Nine Months Ended 2016 2015 2016 2015 Charitable contributions Related Party Note 16 $ - $ - $ - $ (1,015,750) Interest income - - - 2,615 Interest expense (93,734) (4,654) (93,734) (10,716) Loss on equity method investment - - - (71,955) Gain on sale of equipment - - - 52,381 Write-off of notes receivable - - - (92,000) Change in fair value of warrant liability (340,000) - (340,000) - Other income (expense) (25,710) - (16,618) 18 Total other expense, net $ (459,444) $ (4,654) $ (450,352) $ (1,135,407) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | 16. Commitments and Contingencies A vendor served a summons and complaint against the Company seeking to recover alleged amounts due. The caption of the litigation is Eurotech, Inc. vs. Authentidate Holding Corp. and the venue is Circuit Court of Howard County, State of Maryland, Case N. 13-C-15105926. Plaintiff has alleged breach of contract and equitable relief. On June 28, 2016, the case was settled for $ 325,000 We are also subject to claims and litigation arising in the ordinary course of business. Our management considers that any liability from any reasonably foreseeable disposition of such claims and litigation, individually or in the aggregate, would not have a material adverse effect on our consolidated financial position, results of operations or cash flows. A legal complaint was filed by a former independent contractor who was involved in sales and marketing of the Company’s products and services. In the complaint, the plaintiff alleged certain commissions had not been paid in full and were due under a collective agreement. The Company believes that the contractor was overpaid and has asserted a counter claim for reimbursement of such overpayments. The Company and its legal counsel intend to vigorously defend the claim and pursue the counterclaim and is not made any assertion to the eventual outcome. The Company believes the resolution of this matter will not have a material effect on its financial position, result of operations or liquidity. As of March 31, 2016 there has been no resolution to this case. The Company filed a complaint in the state of Georgia against a former salesperson and an independent competitor for solicitation of a certain customer list. The complaint alleges that the defendant used Company property including the customer list in an improper and illegal manner. The complaint is pending. The Company believes the resolution of this matter will not have a material effect on its financial statements. In connection with the termination of the Company’s employment relationship with certain executives, the Company is presently reviewing its severance obligations to them and the vesting and other post-termination provisions. The Company believes that it has accrued all related severance costs as of March 31, 2016 related to the past terminations. Although there is some discussion between past executives regarding severance, the Company believes the resolution of these matters will not have a material effect on its financial statements. We have entered into various agreements by which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses arising from a breach of representations related to such matters as intellectual property rights. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As of March 31, 2016, we are not aware of any obligations under such indemnification agreements that would require material payments. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 17. Related Party Transactions The Company leases their office building and warehouse from a board member and shareholder of the Company. The lease commenced in April 2014 and was amended in January 2016. Related party rent expense amounted to approximately $ 132,000 288,000 78,000 234,000 The Company holds certain notes payables with shareholders and affiliates of board members of the Company, as described in Note 8. During the nine months ended March 31, 2015, the Company made charitable deduction to a related party foundation in the amount of approximately $ 1,016,000 |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 18. Segment Information The Company is operated as two segments: laboratory testing services (legacy AEON’s services), and web-based software and related products and offerings (legacy AHC products). Laboratory testing services includes the testing of an individual’s blood, urine or saliva for the presence of drugs or chemicals and the patient’s DNA profile. Web-based software and related products and offerings provide secure web-based revenue cycle management applications and telehealth products and services that enable healthcare organizations to increase revenues, improve productivity, reduce costs, coordinate care for patients and enhance related administrative and clinical workflows and compliance with regulatory requirements. Our web-based services are delivered as Software as a Service (SaaS) to our customers interfacing seamlessly with billing, information and document management systems. Currently, management runs each segment separately and measures profitability and operational performance based on the financial records independently maintained by two separate systems. Three Months Ended March 31, 2016 March 31, 2015 Laboratory Web-based Total Laboratory Web-based Total Total assets $ 7,935 $ 44,532 $ 52,467 $ 5,399 $ - $ 5,399 Net revenue $ 5,244 $ 259 $ 5,503 $ 4,802 $ - $ 4,802 Cost of revenues 2,133 134 2,267 1,112 - 1,112 Other operating expenses 3,488 610 4,098 1,655 - 1,655 Depreciation and amortization 304 96 400 333 - 333 Other expenses - (459) (459) (5) - (5) Income tax (benefit) expense 1,506 (488) 1,018 6 - 6 Net income (loss) $ (2,187) $ (552) $ (2,739) $ 1,691 $ - $ 1,691 Nine Months Ended March 31, 2016 March 31, 2015 Laboratory Web-based Total Laboratory Web-based Total Total assets $ 7,935 $ 44,532 $ 52,467 $ 5,399 $ - $ 5,399 Net revenue $ 27,842 $ 259 $ 28,101 $ 17,826 $ - $ 17,826 Cost of revenues 5,199 134 5,333 3,356 - 3,356 Other operating expenses 13,483 610 14,093 5,644 - 5,644 Depreciation and amortization 780 96 876 535 - 535 Other expenses (income) 9 (459) (450) (1,135) - (1,135) Income tax (benefit) expense 1,498 (488) 1,010 18 - 18 Net income (loss) $ 6,891 $ (552) $ 6,339 $ 7,138 $ - $ 7,138 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 19. Subsequent Events On July 11, 2016, at the Special Meeting of Stockholders (the “Special Meeting”) of the Company, the Company’s shareholders approved, among other things, (i) the issuance of shares of Common Stock in connection with earn-out payments that may become payable in the future to former members of AEON, (ii) an amendment to the Company’s certificate of incorporation, as amended, to change its name to “Aeon Global Health Corp.” and (iii) an amendment to the Authentidate Holding Corp. 2011 Omnibus Equity Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 1,000,000 As a result of the approval of the issuance of shares of common stock in connection with earn-out payments that may become payable in the future to former members of AEON, by the stockholders of the Company at the Special Meeting, the Company issued to the former members of AEON an aggregate of 240,711 The Company anticipates that it will effectuate the name change to “Aeon Global Health” shortly after the filing of this report. On August 7, 2016, the employment of Richard Hersperger, Chief Executive Officer of the Company, terminated. In connection therewith, the Company and Mr. Hersperger anticipate entering into a separation agreement. Mr. Hersperger will remain a member of the board of directors of the Company. Hanif (“Sonny”) Roshan, the Company’s current Chairman, assumed the position of Chief Executive Officer on August 7, 2016. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and following the requirements of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending June 30, 2016 or for any other interim period or for any other future year. The balance sheet as of June 30, 2015 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Company’s Form 10-KT for the fiscal year ended June 30, 2015 and the corresponding Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most sensitive accounting estimates affecting the financial statements are revenue recognition, the allowance for doubtful accounts, depreciation of long lived assets, fair value of intangible assets and goodwill, amortization of intangible assets, income taxes and associated deferrals and valuation allowances, and commitments and contingencies. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with maturities of three months or less. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts receivable Accounts receivable represent customer obligations due under normal trade terms, net of allowance for doubtful accounts. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. The allowance for doubtful accounts was approximately $ 109,000 0 |
Receivables, Policy [Policy Text Block] | During December 2014, the Company entered into an agreement with an unrelated party for the sale of certain equipment for approximately $ 258,000 |
Inventory, Policy [Policy Text Block] | Inventory Inventory amounts are stated at the lower of cost or market using the first in, first out basis. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost. Depreciation is recorded using the straight-line method. Estimated useful lives of the assets range from three to seven years. Repairs and maintenance are charged to expense as incurred. Renewals and betterments are capitalized. When assets are sold, retired or otherwise disposed of, the applicable costs and accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss, if any, is recognized. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of trademarks and acquired technologies. The Company acquired approximately $ 2,340,000 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not amortized, but is assessed annually for impairment. The Company evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and market based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no impairment charges were recognized. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews long-lived assets, such as property and equipment and intangible assets subject to amortization, for impairment using an undiscounted cash flow approach, whenever events or changes in circumstances such as significant changes in business climate, changes in product offerings, or other circumstances indicate that the carrying amount may not be recoverable. |
Deferred Charges, Policy [Policy Text Block] | Deferred Rent Rent expenses for operating leases which included scheduled rent increases is determined by expensing the total amount of rent due over the life of the operating lease on a straight-line basis. The difference between the amount of expense recognized and the amount of rent paid is recorded as a liability. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company provides laboratory testing services, web-based hosted software services, telehealth products and post contract customer support services. Billings for laboratory testing services are reimbursed by third-party payers net of allowances for differences between amounts billed and the cash receipts from such payers. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC-605 “ Revenue Recognition Historically, the Company had recognized revenue for these services upon cash receipt because the criteria to recognize revenues under ASC-605 had not been met at the time test results were delivered since the fee was not fixed and determinable until the third payer remitted payment given the limited experience and history to develop a reliable estimate of the provision for contractual adjustments (that is, the difference between established rates and expected third-party payments) and discounts (that is, the difference between established rates and the amount billable). The Company has continuously reassessed its ability to develop reliable estimates of the provision for contractual adjustments and discounts and over the past year and has made investments in its systems and process around its billing system to improve the quality of information generated by the system. Given these ongoing investments and improvements and based upon the financial framework the Company uses for estimating the provision for contractual adjustments and discounts, in the second quarter of 2016, the Company concluded that it was able to reasonably estimate its provision for contractual adjustments and discounts and began recognizing revenue at the time test results are delivered, net of estimated contractual allowances. Revenue for hosted software services, telehealth products, and customer support services are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and collectability is reasonably assured. Multiple-element arrangements are assessed to determine whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met: the delivered item has value to the customer on a standalone basis; there is objective and reliable evidence of the fair value of the undelivered items in the arrangement; if the arrangement includes a general right of return relative to the delivered items, and delivery or performance of the undelivered item is considered probable and substantially in our control. If these criteria are not met, then revenue is deferred until such criteria are met or until the period over which the last undelivered element is delivered, which is typically the life of the contract agreement. If these criteria are met, we allocate total revenue among the elements based on the sales price of each element when sold separately which is referred to as vendor specific objective evidence or VSOE. |
Advertising Costs, Policy [Policy Text Block] | Advertising Expenses The Company recognizes advertising expenses as incurred. Advertising expense for the three and nine months ended March 31, 2016 was approximately $ 11,000 59,000 18,000 66,000 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Compensation The Company follows ASC 718, Share-Based Payments |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At March 31, 2016 and June 30, 2015, the Company had approximately $ 2,431,000 4,691,000 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Prior to the reverse merger, AEON elected to be taxed as an S Corporation for federal and certain state income tax purposes. Under this election substantially all of the profits, losses, credits and deductions of the Company are passed through to the individual shareholders. Therefore prior to the reverse merger no provision or liability for income taxes has been included in these consolidated financial statements except for state and localities where the S Corporation status has not been recognized. The provision for income taxes consisting of current franchise and excise taxes for state and localities prior to the merger were $ 6,000 17,600 Prior to the reverse merger, AHC tax benefits were fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. As a result of the reverse merger a deferred tax asset was recorded since it was determined the realization of some of these assets is more likely than not, due to consolidated earnings resulting in the expected usage of net operating loss carryforwards. Under income tax regulations in the United States AHC is the acquirer of AEON. As such the Company must file a consolidated return for both AHC and AEON for the year ending June 30, 2016. The return will include the operating results of AHC from July 1, 2015 through June 30, 2016, and AEON’s results from January 27, 2016 through June 30, 2016. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements. The Company’s policy is to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” In July 2015, the FASB issued ASU 2015-11, “ Inventory Topic 330 Simplifying the Measurement of Inventory In November 2015, the FASB issued a new accounting standard that requires that the deferred tax liabilities and assets be classified as noncurrent on the consolidated balance sheet. The standard will be effective for the Company beginning July 1, 2017, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. In February 2016, the FASB issues ASU No. 2016-2, “Leases,” which establish a right-of-use- (ROU) model that requires a lessee to record and ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classifications affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 requires modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the effect of adoption of this ASU and do not believe the effect will be material to our financial statements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which makes several modifications to the accounting for employee share-based payment transactions, including the requirement to recognize the income tax effects of awards that vest or settle as income tax expense. This guidance also clarifies the presentation of certain components of share-based awards in the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, and early adoption is permitted. The Company is evaluating the effect that ASU No. 2016-09 will have on its consolidated financial statements and related disclosures. We are currently evaluating the effect of adoption of this ASU and do not believe the effect will be material on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Restatement Relating to Quart27
Restatement Relating to Quarter Ended March, 31, 2016 (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Restatement of Prior Year Income [Abstract] | |
Restatement to Prior Year Income [Table Text Block] | The following summarizes the effects of restatement: Three Months Ended Nine Months Ended March 31, March 31, (Unaudited) (Unaudited) As As Previously Restated Previously Restated 2016 Adjustment 2016 2016 Adjustment 2016 Consolidated Statement of Operations Fees for services $ 7,357,034 (2,112,975) $ 5,244,059 $ 29,954,475 (2,112,975) $ 27,841,500 Total net revenues $ 7,616,243 (2,112,975) $ 5,503,268 $ 30,213,684 (2,112,975) $ 28,100,709 Operating income (loss) $ 850,846 (2,112,975) $ (1,262,129) $ 9,912,239 (2,112,975) $ 7,799,264 Income before provision for income taxes $ 391,402 (2,112,975) $ (1,721,573) $ 9,461,887 (2,112,975) $ 7,348,912 Provision for income taxes $ 436,600 581,000 $ 1,017,600 $ 428,940 581,000 1,009,940 Net (loss) income $ (45,198) (2,693,975) $ (2,739,173) $ 9,032,947 (2,693,975) $ 6,338,972 Earnings per share: Basic (loss) earnings per share $ (0.03) $ (0.65) $ 4.34 $ 3.04 Diluted (loss) earnings per share $ (0.03) $ (0.65) $ 3.44 $ 2.44 As of March 31, 2016 (Unaudited) As of As Previously March 31, Consolidated Balance Sheets Reported Restated 2016 Adjustment 2016 Accounts receivable, net $ 4,549,699 (2,112,975) $ 2,436,724 Long-Term deferred tax asset $ 32,436,000 (581,000) $ 31,855,000 Retained Earnings $ 5,416,757 (2,693,975) $ 2,722,782 |
Reverse Merger (Tables)
Reverse Merger (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block] | The effective consideration transferred was $ 36,800,000 Fair value of AHV common shares (A) $ 22,675,000 Preferred stock outstanding (B) 3,047,000 Stock options vested and outstanding (C) 1,296,000 Warrants vested and outstanding (C) 9,782,000 Consideration effectively transferred $ 36,800,000 (A) Based upon 4,814,226 4.71 (B) Represents 28,000 605,000 646,933 4.71 (C) Represents outstanding and vested AHC stock options and warrants acquired in connection with the reverse merger. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of these stock options and warrants was determined using the Black Scholes model, with the following assumptions: Options Warrants Number of shares 559,595 3,479,896 Weighted average exercise price $ 4.46 $ 5.24 Volatility 85.10 % 85.10 % Risk-free interest rate 1.63 % 1.63 % Expected dividend rate 0 % 0 % Expected life (years) 4 4.16 Stock Price $ 4.71 $ 4.71 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash and cash equivalents $ 30,000 Restricted cash 121,000 Accounts receivable 174,000 Inventory 360,000 Prepaid expenses and other current assets 464,000 Property and equipment 189,000 Trade names and licensed technology 2,344,000 Deferred tax assets 38,804,000 Total assets acquired at fair value 42,486,000 Accounts payable and accrued expenses 3,860,000 Notes payable 4,078,000 Warrant liability 1,066,000 Total liabilities assumed 9,004,000 Net assets acquired 33,482,000 Goodwill 3,318,000 Total purchase consideration $ 36,800,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | (in thousands) Three months ended (As Restated, March 31, 2016 March 31, 2015 Net revenues $ 5,623 $ 5,571 Net loss $ (2,356) $ (458) (in thousands) Nine months ended (As Restated, March 31, 2016 March 31, 2015 Net revenues $ 29,018 $ 20,995 Net (loss) income $ (4,082) $ 296 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists of the following: March 31 June 30 Laboratory testing supplies $ 83,419 $ 34,664 Purchased components, net 31,068 - Finished goods 205,297 - Total inventory $ 319,784 $ 34,664 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: Estimated March 31, June 30, Useful Life In 2016 2015 Years Machinery and equipment $ 4,960,014 $ 3,798,927 3-6 Software 392,913 265,886 3-7 Furniture and fixtures 105,043 105,043 5-7 Leasehold improvements 64,193 64,193 (1) 5,522,163 4,234,049 Less: Accumulated depreciation and amortization (2,478,731) (1,682,666) $ 3,043,432 $ 2,551,383 (1) Lesser of lease term or estimated useful life |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, 2016 June 30, 2015 Gross Accumulated Net Book Gross Accumulated Net Book Useful Life Trademarks $ 550,000 $ 13,110 $ 536,890 - - $ - 7 Acquired technologies 1,794,000 66,937 1,727,063 - - - 3-5 Total $ 2,344,000 $ 80,047 $ 2,263,953 $ - $ - $ - |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization expense for the next five fiscal years and thereafter is expected to be as follows: June 30, 2016 (three months) $ 113,500 2017 450,300 2018 450,300 2019 362,300 2020 237,300 2021 236,100 Thereafter 414,153 $ 2,263,953 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For the three months For the nine months (As Restated, (As Restated, Current: Federal $ - $ - State 7,600 (60) Total current 7,600 (60) Deferred Federal 943,000 943,000 State 67,000 67,000 Total current 1,010,000 1,010,000 Income tax benefit $ 1,017,600 $ 1,009,940 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s deferred tax assets and liabilities consist of the following as of March 31, 2016 (in thousands) Deferred tax assets: As Restated Accounts receivable allowance $ 41 Other liabilities 36 Intangible asset 356 Accrued compensation 395 Net operating loss and other carry forwards 59,959 Total gross deferred assets 60,787 Less: Valuation allowance 21,745 Total deferred tax asset 39,042 Deferred tax liabilities Depreciation 599 Change in accounting method 649 Total deferred tax liability 1,248 Net Deferred Tax Asset $ 37,794 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Further discussion of the notes follows: March 31, 2016 Principal Interest Terms Secured $ 950,000 9% interest paid upon maturity or early redemption 900,000 9% interest paid upon maturity or early redemption 320,000 10% interest paid annually 2,170,000 Unsecured 532,811 20% interest paid annually 200,000 20% interest paid annually 525,000 20% interest paid annually 450,000 20% interest paid annually 1,707,811 Total $ 3,877,811 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Leases [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | The future minimum lease payments under non-cancelable operating leases are approximately as follows for the years ending March 31: 2017 $ 694,000 2018 715,000 2019 735,000 2020 756,000 2021 776,000 Thereafter 3,506,000 Total $ 7,182,000 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended (As Restated, (As Restated, 2016 2015 2016 2015 Net (loss) income $ (2,739,173) $ 1,690,871 $ 6,338,972 $ 7,137,922 Preferred stock dividends 67,082 - 67,082 - (Loss) income available to common shareholders (2,806,255) 1,690,871 6,271,890 7,137,922 Weighted average shares used in the computation of basic earnings per share 4,327,990 958,030 2,064,951 958,030 (Loss)earnings per share - basic $ (0.65) $ 1.76 $ 3.04 $ 7.45 Dilutive (Loss) income available to common shareholders $ (2,806,255) $ 1,690,871 $ 6,271,890 $ 7,137,922 Less increase in fair value of warrants, net of income tax - - 205,360 - Interest on convertible debt, net of income tax - - 19,982 - Preferred stock dividends - - 67,082 - (Loss) income applicable to common shareholders plus assumed conversions $ (2,806,255) $ 1,690,871 $ 6,564,314 $ 7,137,922 Shares used in the computation of basic earnings per share 4,327,990 958,030 2,064,951 958,030 Dilutive effect of options and warrants convertible debt and convertible preferred - - 630,039 - Shares used in the computation of diluted earnings per share 4,327,990 958,030 2,694,990 958,030 (Loss)earnings per share - diluted $ (0.65) $ 1.76 $ 2.44 $ 7.45 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A schedule of common stock warrant activity is as follows: Number of Weighted Weighted Aggregate Outstanding, July 1, 2015 - - - - Warrants assumed in reverse merger 4,313,180 $ 5.24 - - Issued - - - - Expired - - - - Outstanding March 31, 2016 4,313,180 $ 5.24 4.81 $ 4,905,352 Exercisable, March 31, 2016 3,496,507 $ 5.93 4.17 $ 3,855,019 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option activity under the Company’s stock option plans for employees and non-executive directors for the period ended March 31, 2016 is as follows: Employees Information Number of Weighted Weighted Aggregate Outstanding July 1, 2015 - $ - - $ - Options acquired in merger 182,259 12.45 - - Granted - - - - Expired/forfeited - - - - Outstanding March 31, 2016 182,259 12.45 6.55 49,160 Exercisable March 31, 2016 137,151 13.15 3.14 47,580 Expected to vest at March 31, 2016 35,311 $ 10.42 6.59 $ 1,238 Non-Executive Director Information Number of Weighted Weighted Aggregate Outstanding July 1, 2015 - $ - - $ - Options acquired in merger 433,882 4.46 - - Granted - - - - Expired/forfeited - - - - Outstanding and exercisable March 31, 2016 433,882 $ 4.46 7.97 $ 481,862 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value Measurements March 31, 2016 Fair Value Level 1 Level 2 Level 3 Warrant liability $ 1,405,686 $ - $ - $ 1,405,686 Total $ 1,405,686 $ - $ - $ 1,405,686 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following is a reconciliation of the opening and closing balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period ended March 31, 2016: Fair Value March 31, 2016 Balance at June 30, 2015 $ - Warrant liability acquired in reverse merger 1,066,000 Change in fair value 340,000 Balance at March 31, 2016 $ 1,406,000 |
Other Expense, net (Tables)
Other Expense, net (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Other expense consists of the following: Three Months Ended Nine Months Ended 2016 2015 2016 2015 Charitable contributions Related Party Note 16 $ - $ - $ - $ (1,015,750) Interest income - - - 2,615 Interest expense (93,734) (4,654) (93,734) (10,716) Loss on equity method investment - - - (71,955) Gain on sale of equipment - - - 52,381 Write-off of notes receivable - - - (92,000) Change in fair value of warrant liability (340,000) - (340,000) - Other income (expense) (25,710) - (16,618) 18 Total other expense, net $ (459,444) $ (4,654) $ (450,352) $ (1,135,407) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Selected financial information related to the Company’s segments is presented below (in thousands): Three Months Ended March 31, 2016 March 31, 2015 Laboratory Web-based Total Laboratory Web-based Total Total assets $ 7,935 $ 44,532 $ 52,467 $ 5,399 $ - $ 5,399 Net revenue $ 5,244 $ 259 $ 5,503 $ 4,802 $ - $ 4,802 Cost of revenues 2,133 134 2,267 1,112 - 1,112 Other operating expenses 3,488 610 4,098 1,655 - 1,655 Depreciation and amortization 304 96 400 333 - 333 Other expenses - (459) (459) (5) - (5) Income tax (benefit) expense 1,506 (488) 1,018 6 - 6 Net income (loss) $ (2,187) $ (552) $ (2,739) $ 1,691 $ - $ 1,691 Nine Months Ended March 31, 2016 March 31, 2015 Laboratory Web-based Total Laboratory Web-based Total Total assets $ 7,935 $ 44,532 $ 52,467 $ 5,399 $ - $ 5,399 Net revenue $ 27,842 $ 259 $ 28,101 $ 17,826 $ - $ 17,826 Cost of revenues 5,199 134 5,333 3,356 - 3,356 Other operating expenses 13,483 610 14,093 5,644 - 5,644 Depreciation and amortization 780 96 876 535 - 535 Other expenses (income) 9 (459) (450) (1,135) - (1,135) Income tax (benefit) expense 1,498 (488) 1,010 18 - 18 Net income (loss) $ 6,891 $ (552) $ 6,339 $ 7,138 $ - $ 7,138 |
Restatement Relating to Quart40
Restatement Relating to Quarter Ended March, 31, 2016 (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Fees for services | $ 5,244,059 | $ 4,801,796 | $ 27,841,500 | $ 17,826,663 |
Total net revenues | 5,503,268 | 4,801,796 | 28,100,709 | 17,826,663 |
Operating income (loss) | (1,262,129) | 1,701,525 | 7,799,264 | 8,290,929 |
Income before provision for income taxes | (1,721,573) | 1,696,871 | 7,348,912 | 7,155,522 |
Provision for income taxes | 1,017,600 | 6,000 | 1,009,940 | 17,600 |
Net (loss) income | $ (2,739,173) | $ 1,690,871 | $ 6,338,972 | $ 7,137,922 |
Earnings per share: | ||||
Basic (loss) earnings per share | $ (0.65) | $ 1.76 | $ 3.04 | $ 7.45 |
Diluted (loss) earnings per share | $ (0.65) | $ 1.76 | $ 2.44 | $ 7.45 |
Scenario, Previously Reported [Member] | ||||
Fees for services | $ 7,357,034 | $ 29,954,475 | ||
Total net revenues | 7,616,243 | 30,213,684 | ||
Operating income (loss) | 850,846 | 9,912,239 | ||
Income before provision for income taxes | 391,402 | 9,461,887 | ||
Provision for income taxes | 436,600 | 428,940 | ||
Net (loss) income | $ (45,198) | $ 9,032,947 | ||
Earnings per share: | ||||
Basic (loss) earnings per share | $ (0.03) | $ 4.34 | ||
Diluted (loss) earnings per share | $ (0.03) | $ 3.44 | ||
Restatement Adjustment [Member] | ||||
Fees for services | $ (2,112,975) | $ (2,112,975) | ||
Total net revenues | (2,112,975) | (2,112,975) | ||
Operating income (loss) | (2,112,975) | (2,112,975) | ||
Income before provision for income taxes | (2,112,975) | (2,112,975) | ||
Provision for income taxes | 581,000 | 581,000 | ||
Net (loss) income | $ (2,693,975) | $ (2,693,975) | ||
Earnings per share: | ||||
Basic (loss) earnings per share | ||||
Diluted (loss) earnings per share |
Restatement Relating to Quart41
Restatement Relating to Quarter Ended March, 31, 2016 (Details 1) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Accounts receivable, net | $ 2,436,724 | $ 0 |
Long-Term deferred tax asset | 31,855,000 | 0 |
Retained Earnings | 2,722,782 | $ 5,397,915 |
Scenario, Previously Reported [Member] | ||
Accounts receivable, net | 4,549,699 | |
Long-Term deferred tax asset | 32,436,000 | |
Retained Earnings | 5,416,757 | |
Restatement Adjustment [Member] | ||
Accounts receivable, net | (2,112,975) | |
Long-Term deferred tax asset | (581,000) | |
Retained Earnings | $ (2,693,975) |
Restatement Relating to Quart42
Restatement Relating to Quarter Ended March, 31, 2016 (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 5,503,268 | $ 4,801,796 | $ 28,100,709 | $ 17,826,663 |
Deferred Tax Liabilities, Other | 649,000 | 649,000 | ||
Deferred Tax Assets, Tax Deferred Expense | 1,498,000 | 1,498,000 | ||
Income Tax Expense (Benefit) | 1,017,600 | $ 6,000 | 1,009,940 | $ 17,600 |
Restatement Adjustment [Member] | ||||
Revenues | (2,112,975) | (2,112,975) | ||
Deferred Tax Assets, Tax Deferred Expense | 149,000 | 149,000 | ||
Income Tax Expense (Benefit) | 581,000 | 581,000 | ||
Scenario, Previously Reported [Member] | ||||
Revenues | 7,616,243 | 30,213,684 | ||
Increase (Decrease) in Deferred Liabilities | 730,000 | |||
Income Tax Expense (Benefit) | $ 436,600 | $ 428,940 | ||
Medicare And Medicaid [Member] | ||||
Percentage on Annual Revenue | 50.00% | 50.00% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Accounting Policies [Line Items] | ||||||
Allowance for Doubtful Accounts Receivable, Current | $ 109,000 | $ 109,000 | $ 0 | |||
Notes Receivable For Sale Of Equipment | $ 258,000 | 0 | $ 185,405 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,344,000 | 2,344,000 | ||||
Advertising Expense | 11,000 | $ 18,000 | 59,000 | 66,000 | ||
Cash, Uninsured Amount | 2,431,000 | 2,431,000 | $ 4,691,000 | |||
Current State and Local Tax Expense (Benefit) | $ 7,600 | $ 6,000 | $ (60) | $ 17,600 |
Reverse Merger (Details)
Reverse Merger (Details) | 9 Months Ended | |
Mar. 31, 2016shares | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 36,800,000 | |
Common Stock [Member] | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 22,675,000 | [1] |
Preferred Stock [Member] | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 3,047,000 | [2] |
Employee Stock Option [Member] | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 1,296,000 | [3] |
Warrant [Member] | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 9,782,000 | [3] |
[1] | Based upon 4,814,226 AHC common shares outstanding at a fair value of $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. | |
[2] | Represents 28,000 shares of Series B and 605,000 shares of Series D preferred stock as converted into 646,933 common shares with a fair value of $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. | |
[3] | Represents outstanding and vested AHC stock options and warrants acquired in connection with the reverse merger. |
Reverse Merger (Details 1)
Reverse Merger (Details 1) | 9 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Employee Stock Option [Member] | |
Reverse Merger [Line Items] | |
Number of shares | shares | 559,595 |
Weighted average exercise price | $ 4.46 |
Volatility | 85.10% |
Risk-free interest rate | 1.63% |
Expected dividend rate | 0.00% |
Expected life (years) | 4 years |
Stock Price | $ 4.71 |
Warrant [Member] | |
Reverse Merger [Line Items] | |
Number of shares | shares | 3,479,896 |
Weighted average exercise price | $ 5.24 |
Volatility | 85.10% |
Risk-free interest rate | 1.63% |
Expected dividend rate | 0.00% |
Expected life (years) | 4 years 1 month 28 days |
Stock Price | $ 4.71 |
Reverse Merger (Details 2)
Reverse Merger (Details 2) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Reverse Merger [Line Items] | ||
Cash and cash equivalents | $ 30,000 | |
Restricted cash | 121,000 | |
Accounts receivable | 174,000 | |
Inventory | 360,000 | |
Prepaid expenses and other current assets | 464,000 | |
Property and equipment | 189,000 | |
Trade names and licensed technology | 2,344,000 | |
Deferred tax assets | 38,804,000 | |
Total assets acquired at fair value | 42,486,000 | |
Accounts payable and accrued expenses | 3,860,000 | |
Notes payable | 4,078,000 | |
Warrant liability | 1,066,000 | |
Total liabilities assumed | 9,004,000 | |
Net assets acquired | 33,482,000 | |
Goodwill | 3,318,000 | $ 0 |
Total purchase consideration | $ 36,800,000 |
Reverse Merger (Details 3)
Reverse Merger (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Reverse Merger [Line Items] | ||||
Net revenues | $ 5,623 | $ 5,571 | $ 29,018 | $ 20,995 |
Net (loss) income | $ (2,356) | $ (458) | $ (4,082) | $ 296 |
Reverse Merger (Details Textual
Reverse Merger (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 13, 2016 | Jul. 11, 2016 | Jan. 27, 2016 | Mar. 31, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | ||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 36,800,000 | ||||||
Goodwill | $ 3,318,000 | $ 3,318,000 | $ 0 | ||||
Common Stock [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [1] | 22,675,000 | |||||
Preferred Stock [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [2] | 3,047,000 | |||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 28,000 | ||||||
Preferred Stock [Member] | Series D Preferred Stock [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 605,000 | ||||||
Aeon Global Health Corp [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Share Price | $ 4.71 | ||||||
Business Combination, Consideration Transferred | $ 36,800,000 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 240,711 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 646,933 | ||||||
Goodwill | $ 3,318,000 | ||||||
Common Stock Percentage Outstanding On Approval Of Merger Transaction | 5.00% | ||||||
Reverse Merger Transaction Stock Issuance Period | five calendar years ending December 2019 | ||||||
Aeon Global Health Corp [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 323,000 | $ 974,000 | |||||
Aeon Global Health Corp [Member] | Common Stock [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Share Price | $ 4.71 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,814,226 | ||||||
Aeon Global Health Corp [Member] | Preferred Stock [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Share Price | $ 4.71 | ||||||
Aeon Global Health Corp [Member] | Subsequent Event [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 0 | 240,711 | |||||
Additional Common Stock Percentage Outstanding On Approval Of Merger Transaction | 90.00% | ||||||
Business Combination Earnings Before Interest Taxes Depreciation And Amortization Target | $ 16,000,000 | ||||||
Business Acquisition Equity Interest Number Of Shares Approved For Issuance | 1,155,414 | ||||||
Business Combination Earnings Before Interest Taxes Depreciation And Amortization Target For Next Four Fiscal Years | $ 100,000,000 | ||||||
Common Stock Minimum Holding Percentage For Preferential Rights | 10.00% | ||||||
AEON [Member] | |||||||
Reverse Merger [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 958,030 | ||||||
Common Stock Percentage On Closing Of Merger Transaction | 19.90% | ||||||
[1] | Based upon 4,814,226 AHC common shares outstanding at a fair value of $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. | ||||||
[2] | Represents 28,000 shares of Series B and 605,000 shares of Series D preferred stock as converted into 646,933 common shares with a fair value of $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Inventory [Line Items] | ||
Laboratory testing supplies | $ 83,419 | $ 34,664 |
Purchased components, net | 31,068 | 0 |
Finished goods | 205,297 | 0 |
Total inventory | $ 319,784 | $ 34,664 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | ||
Mar. 31, 2016 | Jun. 30, 2015 | ||
Property, Plant and Equipment [Line Items] | |||
Machinery and equipment | $ 4,960,014 | $ 3,798,927 | |
Software | 392,913 | 265,886 | |
Furniture and fixtures | 105,043 | 105,043 | |
Leasehold improvements | 64,193 | 64,193 | |
Property, Plant and Equipment, Gross | 5,522,163 | 4,234,049 | |
Less: Accumulated depreciation and amortization | (2,478,731) | (1,682,666) | |
Property, Plant and Equipment, Net | $ 3,043,432 | $ 2,551,383 | |
Machinery and Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 6 years | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | [1] | 0 years | |
Software and Software Development Costs [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Software and Software Development Costs [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
[1] | Lesser of lease term or estimated useful life |
Property and Equipment (Detai51
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 320,000 | $ 333,000 | $ 796,000 | $ 535,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,344,000 | $ 0 |
Accumulated Amortization | 80,047 | 0 |
Net Book Value | 2,263,953 | 0 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 550,000 | 0 |
Accumulated Amortization | 13,110 | 0 |
Net Book Value | $ 536,890 | 0 |
Useful Life In Years | 7 years | |
Acquired Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,794,000 | 0 |
Accumulated Amortization | 66,937 | 0 |
Net Book Value | $ 1,727,063 | $ 0 |
Minimum [Member] | Acquired Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life In Years | 3 years | |
Maximum [Member] | Acquired Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life In Years | 5 years |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
2016 (three months) | $ 113,500 | |
2,017 | 450,300 | |
2,018 | 450,300 | |
2,019 | 362,300 | |
2,020 | 237,300 | |
2,021 | 236,100 | |
Thereafter | 414,153 | |
Net Book Value | $ 2,263,953 | $ 0 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2016 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 80,000 | $ 80,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Current: | ||||
Federal | $ 0 | $ 0 | ||
State | 7,600 | $ 6,000 | (60) | $ 17,600 |
Total current | 7,600 | (60) | ||
Deferred | ||||
Federal | 943,000 | 943,000 | ||
State | 67,000 | 67,000 | ||
Total current | 1,010,000 | 1,010,000 | 0 | |
Income tax benefit | $ 1,017,600 | $ 6,000 | $ 1,009,940 | $ 17,600 |
Income Taxes (Details 1)
Income Taxes (Details 1) $ in Thousands | Mar. 31, 2016USD ($) |
Deferred tax assets: | |
Accounts receivable allowance | $ 41 |
Other liabilities | 36 |
Intangible assets | 356 |
Accrued compensation | 395 |
Net operating loss and other carry forwards | 59,959 |
Total gross deferred assets | 60,787 |
Less: Valuation allowance | 21,745 |
Total deferred tax asset | 39,042 |
Deferred tax liabilities | |
Depreciation | 599 |
Change in accounting method | 649 |
Total deferred tax liability | 1,248 |
Net Deferred Tax Asset | $ 37,794 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Income Taxes [Line Items] | |
Deferred Tax Assets, Tax Deferred Expense | $ 1,498,000 |
Built In Gain Due To Change In Accounting Methodology Recognition Period | 4 years |
Operating Loss Carryforwards | $ 226,159,000 |
Deferred Tax Assets, Operating Loss Carryforwards | 59,959,000 |
Operating Loss Carryforwards, Valuation Allowance | 21,745,000 |
Domestic Tax Authority [Member] | |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 165,803,000 |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |
Income Taxes [Line Items] | |
Net Operating Loss Carryforwards Expiration Period | 2019 years |
Domestic Tax Authority [Member] | Latest Tax Year [Member] | |
Income Taxes [Line Items] | |
Net Operating Loss Carryforwards Expiration Period | 2036 years |
State and Local Jurisdiction [Member] | |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 60,365,000 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Income Taxes [Line Items] | |
Net Operating Loss Carryforwards Expiration Period | 2016 years |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Income Taxes [Line Items] | |
Net Operating Loss Carryforwards Expiration Period | 2035 years |
Notes Payable (Details)
Notes Payable (Details) | Mar. 31, 2016USD ($) |
Notes payable | |
Secured | $ 2,170,000 |
Unsecured | 1,707,811 |
Total | 3,877,811 |
Secured Note One [Member] | |
Notes payable | |
Secured | $ 950,000 |
Interest Terms | 9.00% |
Secured Note Two [Member] | |
Notes payable | |
Secured | $ 900,000 |
Interest Terms | 9.00% |
Secured Note Three [Member] | |
Notes payable | |
Secured | $ 320,000 |
Interest Terms | 10.00% |
Unsecured Debt One [Member] | |
Notes payable | |
Unsecured | $ 532,811 |
Interest Terms | 20.00% |
Unsecured Debt Two [Member] | |
Notes payable | |
Unsecured | $ 200,000 |
Interest Terms | 20.00% |
Unsecured Debt Three [Member] | |
Notes payable | |
Unsecured | $ 525,000 |
Interest Terms | 20.00% |
Unsecured Debt Four [Member] | |
Notes payable | |
Unsecured | $ 450,000 |
Interest Terms | 20.00% |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 02, 2016 | |
Debt Instrument [Line Items] | ||||
Repayments of Notes Payable | $ 200,000 | $ 0 | ||
Senior Secured Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Jun. 8, 2016 | |||
Debt instrument interest rate | 9.00% | |||
Aggregate principal amount of promissory notes | $ 900,000 | |||
Debt instrument conversion price | $ 2.25 | |||
Debt instrument conversion price percentage decreased | 85.00% | |||
Debt instrument redemption price percentage | 110.00% | |||
Debt Conversion, Converted Instrument, Amount | $ 900,000 | |||
Senior Secured Convertible Notes [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 106,667 | |||
Promissory Note [Member] | Optimum Ventures, LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 20.00% | |||
Aggregate principal amount of promissory notes | $ 450,000 | |||
Maturity date, description | 20 | |||
Lazarus Investment Partners LLLP [Member] | Unsecured Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of promissory notes | $ 400,000 | |||
Ownership percentage by noncontrolling owners | 15.00% | |||
Maturity date, description | 15 | |||
Effective interest rate of notes | 20.00% | |||
Senior Secured Promissory Note 10.0% Interest Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Dec. 1, 2016 | |||
Debt instrument conversion price | $ 3 | |||
Ownership percentage by noncontrolling owners | 4.99% | |||
Unsecured Promissory Note 20% Interest Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 20.00% | |||
Aggregate principal amount of promissory notes | $ 525,000 | |||
Promissory Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayments of Notes Payable | $ 200,000 | |||
Promissory Notes [Member] | J.DavidLuce [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Dec. 1, 2016 | |||
Debt instrument conversion price | $ 3 | |||
Debt Conversion, Converted Instrument, Shares Issued | 66,667 | |||
Promissory Notes One [Member] | Investors [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Sep. 18, 2016 | |||
Aggregate principal amount of promissory notes | $ 400,000 | |||
Promissory Notes Two [Member] | Investors [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Sep. 25, 2016 | |||
Aggregate principal amount of promissory notes | $ 50,000 | |||
Promissory Notes Three [Member] | Investors [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Sep. 30, 2016 | |||
Aggregate principal amount of promissory notes | $ 75,000 | |||
Exchange Agreement [Member] | Lazarus Investment Partners LLLP [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 20.00% | |||
Aggregate principal amount of promissory notes | $ 532,811 | |||
Maturity date, description | (i) December 17, 2016, or (ii) within 5 days of the closing of a sale of equity or debt securities of the Company, or series of closings, as part of the same transaction, of equity or debt securities within a period of 90 days, in the gross amount of at least $5,000,000 in cash proceeds. | |||
Common Stock Shares Outstanding Ownership Percentage | 15.00% | |||
Secured Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Apr. 15, 2016 | |||
Debt instrument interest rate | 10.00% | |||
Aggregate principal amount of promissory notes | $ 320,000 | |||
Issuance of warrants | 65,844 | |||
Debt instrument conversion price | $ 4.86 | |||
Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 9.00% | |||
Aggregate principal amount of promissory notes | $ 950,000 | |||
Issuance of warrants | 422,222 | |||
Exchange transaction, closing date | Dec. 17, 2016 | |||
Debt instrument conversion price | $ 2.25 | |||
Debt instrument conversion price percentage decreased | 85.00% | |||
Debt instrument redemption price percentage | 110.00% |
Line of Credit (Details Textual
Line of Credit (Details Textual) - Revolving Credit Facility [Member] - Bank Of America [Member] - USD ($) | 1 Months Ended | |
Jun. 30, 2014 | Mar. 31, 2015 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |
Line of Credit Facility, Expiration Date | Jun. 30, 2015 | |
Long-term Line of Credit | $ 0 |
Lease Commitments (Details)
Lease Commitments (Details) | Mar. 31, 2016USD ($) |
2,017 | $ 694,000 |
2,018 | 715,000 |
2,019 | 735,000 |
2,020 | 756,000 |
2,021 | 776,000 |
Thereafter | 3,506,000 |
Total | $ 7,182,000 |
Lease Commitments (Details Text
Lease Commitments (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2016 | Dec. 31, 2015 | Apr. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Leases, Rent Expense, Net | $ 46,500 | $ 155,000 | $ 78,000 | $ 311,000 | $ 234,000 | ||
Percentage Increase In Annual Lease Rent | 3.00% | ||||||
Restricted Cash and Cash Equivalents | $ 121,000 | 121,000 | 121,000 | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 6 years | ||||||
Warehouse [Member] | |||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years | ||||||
Accounts Payable and Accrued Liabilities [Member] | |||||||
Capital Lease Obligations, Current | $ 39,000 | $ 39,000 | $ 39,000 | ||||
Minimum [Member] | New Jersey Office [Member] | |||||||
Operating Leases, Rent Expense, Net | $ 135,000 | ||||||
Maximum [Member] | New Jersey Office [Member] | |||||||
Operating Leases, Rent Expense, Net | $ 148,000 |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net (loss) income | $ (2,739,173) | $ 1,690,871 | $ 6,338,972 | $ 7,137,922 |
Preferred stock dividends | 67,082 | 0 | 67,082 | 0 |
Net loss applicable to common shareholders | $ (2,806,255) | $ 1,690,871 | $ 6,271,890 | $ 7,137,922 |
Weighted average shares used in the computation of basic earnings per share (in shares) | 4,327,990 | 958,030 | 2,064,951 | 958,030 |
(Loss) earnings per share - basic | $ (0.65) | $ 1.76 | $ 3.04 | $ 7.45 |
Dilutive | ||||
(Loss) income available to common shareholders | $ (2,806,255) | $ 1,690,871 | $ 6,271,890 | $ 7,137,922 |
Less increase in fair value of warrants, net of income tax | 0 | 0 | 205,360 | 0 |
Interest on convertible debt, net of income tax | 0 | 0 | 19,982 | 0 |
Preferred stock dividends | 0 | 0 | 67,082 | 0 |
(Loss) income applicable to common shareholders plus assumed conversions | $ (2,806,255) | $ 1,690,871 | $ 6,564,314 | $ 7,137,922 |
Shares used in the computation of basic earnings per share | 4,327,990 | 958,030 | 2,064,951 | 958,030 |
Dilutive effect of options and warrants convertible debt and convertible preferred | 0 | 0 | 630,039 | 0 |
Shares used in the computation of diluted earnings per share | 4,327,990 | 958,030 | 2,694,990 | 958,030 |
(Loss) earnings per share - diluted | $ (0.65) | $ 1.76 | $ 2.44 | $ 7.45 |
Equity (Details 1)
Equity (Details 1) - Warrants [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Number of Shares | ||
Outstanding, Beginning balance | 0 | |
Warrants assumed in reverse merger | 4,313,180 | |
Warrants issued | 0 | |
Warrants expired | 0 | |
Outstanding, Ending balance | 4,313,180 | 0 |
Exercisable, March 31, 2016 | 3,496,507 | |
Weighted Average Exercise Price Per Share | ||
Outstanding, July 1, 2015 | $ 0 | |
Warrants assumed in reverse merger | 5.24 | |
Warrants Issued | 0 | |
Warrants Expired | 0 | |
Outstanding March 31, 2016 | 5.24 | $ 0 |
Exercisable, March 31, 2016 | $ 5.93 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding March 31, 2016 | 4 years 9 months 22 days | 0 years |
Exercisable, March 31, 2016 | 4 years 2 months 1 day | |
Aggregate Intrinsic Value | ||
Outstanding, July 1, 2015 | $ 0 | |
Outstanding March 31, 2016 | 4,905,352 | $ 0 |
Exercisable, March 31, 2016 | $ 3,855,019 |
Equity (Details Textual)
Equity (Details Textual) | 9 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Series B Convertible Preferred Stock [Member] | |
Preferred Stock, Shares Outstanding | shares | 28,000 |
Preferred Stock, Redemption Price Per Share | $ / shares | $ 25 |
Dividends Payable | $ | $ 17,500 |
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 28,000 |
Convertible Preferred Stock Conversion Price Per Share | $ / shares | $ 25.20 |
Series D Convertible Preferred Stock [Member] | |
Preferred Stock, Shares Outstanding | shares | 605,000 |
Preferred Stock, Redemption Price Per Share | $ / shares | $ 10 |
Dividends Payable | $ | $ 248,000 |
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 639,622 |
Convertible Preferred Stock Conversion Price Per Share | $ / shares | $ 9.77139 |
Preferred Stock, Dividend Rate, Percentage | 5.00% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Employees Information [Member] | ||
Number of Options | ||
Outstanding, Balance | 0 | |
Options acquired in merger | 182,259 | |
Granted | 0 | |
Expired/Forfeited | 0 | |
Outstanding, Balance | 182,259 | 0 |
Exercisable, Balance | 137,151 | |
Expected to vest, Balance | 35,311 | |
Weighted Average Exercise Price | ||
Outstanding, Balance July 1, 2015 | $ 0 | |
Options acquired in merger | 12.45 | |
Granted | 0 | |
Exercised | 0 | |
Outstanding and exercisable Balance March 31, 2016 | 12.45 | $ 0 |
Exercisable, Balance | 13.15 | |
Expected to vest, Balance | $ 10.42 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding, Balance | 6 years 6 months 18 days | 0 years |
Exercisable, Balance | 3 years 1 month 20 days | |
Expected to vest, Balance | 6 years 7 months 2 days | |
Aggregate Intrinsic Value | ||
Outstanding July 1, 2015 | $ 0 | |
Outstanding March 31, 2016 | 49,160 | $ 0 |
Exercisable, Balance | 47,580 | |
Expected to vest, Balance | $ 1,238 | |
Non-Executive Director Information [Member] | ||
Number of Options | ||
Outstanding, Balance | 0 | |
Options acquired in merger | 433,882 | |
Granted | 0 | |
Expired/Forfeited | 0 | |
Outstanding, Balance | 433,882 | 0 |
Weighted Average Exercise Price | ||
Outstanding, Balance July 1, 2015 | $ 0 | |
Options acquired in merger | 4.46 | |
Granted | 0 | |
Expired/Forfeited | 0 | |
Outstanding and exercisable Balance March 31, 2016 | $ 4.46 | $ 0 |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding, Balance | 0 years | |
Exercisable, Balance | 7 years 11 months 19 days | |
Aggregate Intrinsic Value | ||
Outstanding July 1, 2015 | $ 0 | |
Outstanding March 31, 2016 | $ 481,862 | $ 0 |
Share-Based Compensation (Det67
Share-Based Compensation (Details Textual) - USD ($) | Jan. 12, 2016 | Mar. 31, 2016 | Dec. 22, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Pro-rata Donation, Percentage | 10.00% | ||||||
Share-based Compensation | $ 58,000 | $ 0 | $ 1,476,000 | $ 0 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 285,000 | 285,000 | $ 285,000 | ||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 1,418,000 | ||||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option vesting period | 3 years | ||||||
Share-based Compensation | $ 58,000 | $ 1,476,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 12 months | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 35,800 | 35,800 | 35,800 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Mar. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ 1,405,686 |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 1,405,686 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 1,405,686 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ 1,405,686 |
Fair Value Measurements (Deta69
Fair Value Measurements (Details 1) | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at June 30, 2015 | $ 0 |
Warrant liability acquired in reverse merger | 1,066,000 |
Change in fair value | 340,000 |
Balance at March 31, 2016 | $ 1,406,000 |
Fair Value Measurements (Deta70
Fair Value Measurements (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Adjustment of Warrants | $ 340,000 | $ 0 | $ 340,000 | $ 0 |
Other Expense [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Adjustment of Warrants | $ 340,000 | $ 340,000 |
Other Expense, net (Details)
Other Expense, net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Charitable contributions - Related Party - Note 16 | $ 0 | $ 0 | $ 0 | $ (1,015,750) |
Interest income | 0 | 0 | 0 | 2,615 |
Interest expense | (93,734) | (4,654) | (93,734) | (10,716) |
Loss on equity method investment | 0 | 0 | 0 | (71,955) |
Gain on sale of equipment | 0 | 0 | 0 | 52,381 |
Write-off of notes receivable | 0 | 0 | 0 | (92,000) |
Change in fair value of warrant liability | (340,000) | 0 | (340,000) | 0 |
Other income (expense) | (25,710) | 0 | (16,618) | 18 |
Total other expense, net | $ (459,444) | $ (4,654) | $ (450,352) | $ (1,135,407) |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 1 Months Ended |
Jun. 28, 2016USD ($) | |
Subsequent Event [Member] | |
Contingencies And Commitments [Line Items] | |
Litigation Settlement, Amount | $ 325,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Leases, Rent Expense, Net | $ 46,500 | $ 155,000 | $ 78,000 | $ 311,000 | $ 234,000 |
Noncash Contribution Expense | 1,016,000 | ||||
Board and Shareholder [Member] | |||||
Operating Leases, Rent Expense, Net | $ 132,000 | $ 78,000 | $ 288,000 | $ 234,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total assets | $ 52,467,000 | $ 5,399,000 | $ 52,467,000 | $ 5,399,000 |
Net revenue | 5,503,268 | 4,801,796 | 28,100,709 | 17,826,663 |
Cost of Revenue | 2,266,891 | 1,112,248 | 5,333,436 | 3,356,196 |
Other operating expenses | 4,098,000 | 1,655,000 | 14,093,000 | 5,644,000 |
Depreciation and amortization | 400,110 | 333,189 | 876,112 | 535,424 |
Other expense, net | (459,444) | (4,654) | (450,352) | (1,135,407) |
Income tax (benefit) expense | 1,017,600 | 6,000 | 1,009,940 | 17,600 |
Net loss | (2,739,173) | 1,690,871 | 6,338,972 | 7,137,922 |
Laboratory Testing Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 7,935,000 | 5,399,000 | 7,935,000 | 5,399,000 |
Net revenue | 5,244,000 | 4,802,000 | 27,842,000 | 17,826,000 |
Cost of Revenue | 2,133,000 | 1,112,000 | 5,199,000 | 3,356,000 |
Other operating expenses | 3,488,000 | 1,655,000 | 13,483,000 | 5,644,000 |
Depreciation and amortization | 304,000 | 333,000 | 780,000 | 535,000 |
Other expense, net | 0 | (5,000) | 9,000 | (1,135,000) |
Income tax (benefit) expense | 1,506,000 | 6,000 | 1,498,000 | 18,000 |
Net loss | (2,187,000) | 1,691,000 | 6,891,000 | 7,138,000 |
Web Based Software [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 44,532,000 | 0 | 44,532,000 | 0 |
Net revenue | 259,000 | 0 | 259,000 | 0 |
Cost of Revenue | 134,000 | 0 | 134,000 | 0 |
Other operating expenses | 610,000 | 0 | 610,000 | 0 |
Depreciation and amortization | 96,000 | 0 | 96,000 | 0 |
Other expense, net | (459,000) | 0 | (459,000) | 0 |
Income tax (benefit) expense | (488,000) | 0 | (488,000) | 0 |
Net loss | $ (552,000) | $ 0 | $ (552,000) | $ 0 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - shares | 1 Months Ended | 9 Months Ended | ||
Jul. 13, 2016 | Jul. 11, 2016 | Jan. 27, 2016 | Mar. 31, 2016 | |
Subsequent Event [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 36,800,000 | |||
Aeon Global Health Corp [Member] | ||||
Subsequent Event [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 240,711 | |||
Subsequent Event [Member] | Aeon Global Health Corp [Member] | ||||
Subsequent Event [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 0 | 240,711 | ||
Subsequent Event [Member] | 2011 Omnibus Equity Incentive Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,000 |