Document_and_Entity_Informatio
Document and Entity Information Document | 6 Months Ended | |
Mar. 31, 2015 | 11-May-15 | |
Entity Information [Line Items] | ||
Entity Registrant Name | VICON INDUSTRIES INC /NY/ | |
Entity Central Index Key | 310056 | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 9,154,797 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $2,610,622 | $4,751,270 |
Marketable securities | 12,993 | 120,310 |
Accounts receivable, net | 8,645,529 | 8,632,393 |
Inventories: | ||
Parts, components, and materials | 2,045,234 | 1,491,835 |
Work-in-process | 1,078,956 | 1,026,434 |
Finished products | 6,129,540 | 6,309,986 |
Inventory net | 9,253,730 | 8,828,255 |
Prepaid expenses and other current assets | 708,914 | 425,797 |
Assets Held-for-sale, Current | 800,902 | 4,125,902 |
TOTAL CURRENT ASSETS | 22,032,690 | 26,883,927 |
Property, plant and equipment | 6,168,466 | 6,196,113 |
Less accumulated depreciation and amortization | -5,299,226 | -5,326,425 |
Property, Plant and Equipment Net | 869,240 | 869,688 |
Goodwill | 6,016,469 | 6,016,469 |
Intangible assets, net | 3,818,667 | 4,034,667 |
Other assets | 777,992 | 963,095 |
TOTAL ASSETS | 33,515,058 | 38,767,846 |
CURRENT LIABILITIES | ||
Accounts payable | 4,353,605 | 5,441,528 |
Accrued compensation and employee benefits | 2,592,555 | 2,984,554 |
Accrued expenses | 1,611,726 | 2,095,135 |
Unearned revenue | 854,587 | 357,597 |
TOTAL CURRENT LIABILITIES | 9,412,473 | 10,878,814 |
Unearned revenue | 125,030 | 134,816 |
Other long-term liabilities | 1,601,703 | 1,583,997 |
TOTAL LIABILITIES | 11,139,206 | 12,597,627 |
SHAREHOLDERS’ EQUITY | ||
Common stock, par value $.01 | 100,110 | 99,008 |
Capital in excess of par value | 40,904,747 | 40,544,228 |
Retained earnings | -14,083,908 | -10,132,673 |
Less treasury stock, at cost | -4,226,852 | -4,226,852 |
Accumulated other comprehensive loss | -318,245 | -113,492 |
TOTAL SHAREHOLDERS’ EQUITY | 22,375,852 | 26,170,219 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $33,515,058 | $38,767,846 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Net sales | $10,269,129 | $7,036,675 | $20,445,575 | $15,145,869 |
Cost of sales | 6,364,110 | 4,428,855 | 12,769,865 | 9,528,912 |
Gross profit | 3,905,019 | 2,607,820 | 7,675,710 | 5,616,957 |
Operating expenses: | ||||
Selling, general and administrative expense | 4,084,681 | 3,181,057 | 8,382,570 | 6,448,354 |
Engineering & development expense | 1,225,405 | 1,104,302 | 2,531,982 | 2,209,901 |
Restructuring Charges | 224,127 | 0 | 572,913 | 0 |
Business Combination, Acquisition Related Costs | 0 | 264,419 | 0 | 424,317 |
Operating Expenses | 5,534,213 | 4,549,778 | 11,487,465 | 9,082,572 |
Operating loss | -1,629,194 | -1,941,958 | -3,811,755 | -3,465,615 |
Interest income | 247 | 4,570 | 1,373 | 8,700 |
Other expense (income) | -140,853 | 0 | -140,853 | 0 |
Loss before income taxes | -1,769,800 | -1,937,388 | -3,951,235 | -3,456,915 |
Income tax expense | 0 | 8,000 | 0 | 16,000 |
Net loss | ($1,769,800) | ($1,945,388) | ($3,951,235) | ($3,472,915) |
Loss per share: | ||||
Earnings Per Share, Basic | ($0.19) | ($0.43) | ($0.43) | ($0.77) |
Earnings Per Share, Diluted | ($0.19) | ($0.43) | ($0.43) | ($0.77) |
Weighted average shares outstanding: | ||||
Basic | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 |
Diluted | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Net loss | ($1,769,800) | ($1,945,388) | ($3,951,235) | ($3,472,915) |
Unrealized loss on securities, net of tax | 1,645 | 1,539 | 2,994 | 110 |
Foreign currency translation adjustment | -62,518 | -9,082 | 207,747 | -94,852 |
Other comprehensive loss | -60,873 | 10,621 | -204,753 | 94,962 |
Comprehensive loss | ($1,830,673) | ($1,934,767) | ($4,155,988) | ($3,377,953) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Net loss | ($3,951,235) | ($3,472,915) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 313,089 | 201,445 |
Amortization of deferred compensation | 2,170 | 2,377 |
Stock compensation expense | 311,345 | 64,630 |
Change in assets and liabilities: | ||
Accounts receivable, net | -189,953 | 2,938,897 |
Inventories | -519,285 | 782,478 |
Prepaid expenses and other current assets | -297,793 | -174,044 |
Other assets | 185,103 | 31,495 |
Accounts payable | -939,806 | -1,098,439 |
Accrued compensation and employee benefits | -361,711 | -666,428 |
Accrued expenses | -467,230 | -80,140 |
Unearned revenue | 487,204 | -155,764 |
Other liabilities | 23,575 | 3,328 |
Net cash provided by (used in) | -5,404,527 | -1,623,080 |
Cash flows from investing activities: | ||
Proceeds from sale of building, net | 3,325,000 | 0 |
Increase (Decrease) in Trading Securities | 110,311 | -1,534 |
Payments to Acquire Property, Plant, and Equipment | -105,272 | -31,960 |
Net Cash Provided by (Used in) Investing Activities | 3,330,039 | -33,494 |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Proceeds from Stock Options Exercised | 48,106 | 0 |
Net Cash Provided by (Used in) Financing Activities | 48,106 | 0 |
Effect of Exchange Rate on Cash and Cash Equivalents | -114,266 | 29,237 |
Cash and Cash Equivalents, Period Increase (Decrease) | -2,140,648 | -1,627,337 |
Cash at beginning of year | 4,751,270 | 8,281,714 |
Cash at end of period | $2,610,622 | $6,654,377 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2014. |
Marketable_Securities
Marketable Securities | 6 Months Ended |
Mar. 31, 2015 | |
Marketable Securities [Abstract] | |
Cash, Cash Equivalents, and Marketable Securities [Text Block] | Marketable Securities |
Marketable securities consist of mutual fund investments principally in federal, state and local government debt securities of $12,993 as of March 31, 2015. Such mutual fund investments are stated at market value based on quoted market prices (Level 1 inputs) and are classified as available-for-sale under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320, with unrealized gains and losses reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity. The cost of such securities at March 31, 2015 was $13,205, with $212 of cumulative unrealized losses reported at March 31, 2015. |
Accounts_Receivable
Accounts Receivable | 6 Months Ended |
Mar. 31, 2015 | |
Accounts Receivable [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Accounts Receivable |
Accounts receivable is stated net of an allowance for uncollectible accounts of $893,000 and $907,000 as of March 31, 2015 and September 30, 2014, respectively. |
Loss_per_Share
Loss per Share | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Loss per Share [Abstract] | ||||||||||||||||
Earnings Per Share [Text Block] | Loss per Share | |||||||||||||||
Basic loss per share (EPS) is computed based on the weighted average number of common shares outstanding for the period. Diluted EPS reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options and under deferred compensation agreements. | ||||||||||||||||
The following tables provide the components of the basic and diluted EPS computations for the three and six month periods ended March 31, 2015 and 2014: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Basic EPS Computation | ||||||||||||||||
Net loss | $ | (1,769,800 | ) | $ | (1,945,388 | ) | $ | (3,951,235 | ) | $ | (3,472,915 | ) | ||||
Weighted average shares outstanding | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 | ||||||||||||
Basic loss per share | $ | (.19 | ) | $ | (.43 | ) | $ | (.43 | ) | $ | (.77 | ) | ||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Diluted EPS Computation | ||||||||||||||||
Net loss | $ | (1,769,800 | ) | $ | (1,945,388 | ) | $ | (3,951,235 | ) | $ | (3,472,915 | ) | ||||
Weighted average shares outstanding | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 | ||||||||||||
Stock options | — | — | — | — | ||||||||||||
Stock compensation arrangements | — | — | — | — | ||||||||||||
Diluted shares outstanding | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 | ||||||||||||
Diluted loss per share | $ | (.19 | ) | $ | (.43 | ) | $ | (.43 | ) | $ | (.77 | ) | ||||
For the three and six month periods ended March 31, 2015 and 2014, all outstanding stock options and shares issuable under stock compensation arrangements totaling 686,858 and 425,320 shares, respectively, have been omitted from the calculation of diluted EPS as their effect would have been antidilutive. The actual effect of these stock options and shares, if any, on the diluted earnings per share calculation will vary significantly depending on fluctuations in the market price of the Company's stock. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Comprehensive Loss [Abstract] | ||||||||
Comprehensive Income (Loss) Note [Text Block] | Accumulated Other Comprehensive Loss | |||||||
The Company's accumulated other comprehensive loss balances at March 31, 2015 and September 30, 2014 consisted of the following: | ||||||||
March 31, 2015 | September 30, 2014 | |||||||
Foreign currency translation adjustment | $ | (318,033 | ) | $ | (110,286 | ) | ||
Unrealized loss on marketable securities | (212 | ) | (3,206 | ) | ||||
Accumulated other comprehensive loss | $ | (318,245 | ) | $ | (113,492 | ) |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 6 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | The Company’s goodwill balance of $6.0 million as of March 31, 2015 represents the excess of the purchase price over the fair value of net identifiable assets acquired in the August 29, 2014 IQinVision business combination (see Note 11). Goodwill is not amortized and is tested for impairment on an annual basis during the Company's fourth quarter, or more frequently if circumstances indicate impairment might exist. Goodwill is evaluated for impairment through the comparison of fair value of reporting units to their carrying values. When evaluating goodwill for impairment, the Company may first perform an assessment of qualitative factors to determine if the fair value of the reporting unit is more-likely-than-not greater than its carrying amount. This qualitative assessment is referred to as a "step zero" approach. If, based on the review of the qualitative factors, the Company determines it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying value, the required two-step impairment test can be bypassed. If the Company does not perform a qualitative assessment or if the fair value of the reporting unit is not more-likely-than-not greater than its carrying value, the Company must perform the first step of the two-step impairment test, and calculate the estimated fair value of the reporting unit. If the carrying value of goodwill exceeds the estimated fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment. | |||||||||
The amount of impairment is determined by comparing the implied fair value of the reporting unit goodwill to the carrying value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill is less than the recorded goodwill, an impairment loss for the difference would be recorded. In considering the step zero approach to testing goodwill for impairment, a qualitative analysis is performed evaluating factors including, but not limited to, macro-economic conditions, market and industry conditions, internal cost factors, competitive environment, share price fluctuations, results of past impairment tests, and the operational stability and the overall financial performance of the reporting units. | ||||||||||
For the six months ended March 31, 2015, net sales from the Company's IQinVision business unit were below expectations and, accordingly, the Company has adjusted its sales forecast for this business unit for the balance of fiscal 2015. In addition, the Company's overall market capitalization has materially declined since this business combination. Such factors are indicators of potential goodwill impairment. At the end of the second quarter and prior to the required annual test, the Company conducted an impairment test using the income approach. As a result, no impairment was recorded as the fair value of the entity exceeded its carrying value. | ||||||||||
Amortization is provided on a straight line method, or in the case of customer relationships, on an accelerated method. Following is a schedule of intangible assets, net: | ||||||||||
31-Mar-15 | 30-Sep-14 | Estimated Useful Life | ||||||||
Definite-lived intangibles: | ||||||||||
Technology | $ | 2,354,167 | $ | 2,479,167 | 10 years | |||||
Customer relationships | 830,167 | 899,167 | 7 years | |||||||
Tradenames | 634,333 | 656,333 | 15 years | |||||||
$ | 3,818,667 | $ | 4,034,667 | |||||||
Amortization expense was $216,000 for the six months ended March 31, 2015. Future amortization expense for intangible assets over the next five years ending September 30 and thereafter is summarized as follows: | ||||||||||
Fiscal Year | Amount | |||||||||
Remainder of 2015 | $ | 216,000 | ||||||||
2016 | 517,000 | |||||||||
2017 | 518,000 | |||||||||
2018 | 427,000 | |||||||||
2019 | 373,000 | |||||||||
Thereafter | 1,767,667 | |||||||||
Stock_Based_Compensation
Stock Based Compensation | 6 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-Based Compensation |
The Company maintains stock option plans that include both incentive and non-qualified options reserved for issuance to key employees, including officers and directors. All options are issued at fair market value at the grant date and are exercisable in varying installments according to the plans. The plans allow for the payment of option exercises through the surrender of previously owned mature shares based on the fair market value of such shares at the date of surrender. | |
The Company follows ASC 718 (“Share-Based Payment”), which requires that all share based payments to employees, including stock options, be recognized as compensation expense in the consolidated financial statements based on their grant date fair values and over the requisite service period. For the three month periods ended March 31, 2015 and 2014, the Company recorded non-cash compensation expense of $164,515 and $29,535, respectively ($.02 and $.01 per basic and diluted share, respectively), relating to stock compensation. For the six month periods ended March 31, 2015 and 2014, the Company recorded non-cash compensation expense of $311,345 and $64,630, respectively ($.03 and $.01 per basic and diluted share, respectively), relating to stock compensation. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 6 Months Ended |
Mar. 31, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Recent Accounting Pronouncements |
In May 2014, the FASB issued guidance on revenue from contracts with customers. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance permits the use of either the retrospective or cumulative effect transition method and is effective for the Company beginning in 2018; early adoption is not permitted. The Company has not yet evaluated the impact of this guidance on the Company's financial condition, results of operations and related disclosures. | |
In August 2014, the FASB issued guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and related footnote disclosures. Management will be required to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective prospectively for annual and interim reporting period beginning in 2017. The Company has not yet evaluated the impact of this guidance on the Company’s financial condition, results of operations and related disclosures. |
Income_Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes |
Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns for which a tax benefit has been recorded in the income statement. The Company has a valuation allowance against its deferred tax assets due to the uncertainty of future realization. The full valuation allowance is determined to be appropriate due to the Company's operating losses since fiscal year 2010 and the inherent uncertainties of predicting future operating results in periods over which such net tax differences become deductible. At September 30, 2014, the Company had $9.7 million of unrecognized net deferred tax assets available, which includes approximately $5.7 million of tax effected U.S. and foreign net operating loss carryforwards. On August 29, 2014, the Company merged with IQinVision, Inc. (see Note 11). In connection with this merger, the Company's ability to utilize pre-merger net operating losses and tax credit carryforwards in the future is subject to certain limitations pursuant to Section 382 of the Internal Revenue Code. The annual limitation on utilization of the Company's U.S. net operating loss carryforwards is presently estimated at $500,000 based on a preliminary entity valuation. | |
The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company files U.S. Federal and State income tax returns and foreign tax returns in the United Kingdom, Germany and Israel. The Company is generally no longer subject to tax examinations in such jurisdictions for fiscal years prior to 2011 in the U.S. and 2009 in the U.K., Germany and Israel. |
Fair_Value
Fair Value | 6 Months Ended |
Mar. 31, 2015 | |
Fair Value [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value |
The majority of the Company’s non-financial assets and liabilities are not required to be carried at fair value on a recurring basis, but the Company is required on a non-recurring basis to use fair value measurements when analyzing asset impairment as it relates to long-lived assets. The carrying amounts for trade accounts and other receivables and accounts payable approximate fair value due to the short-term maturity of these instruments. | |
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Merger_Agreement_Notes
Merger Agreement (Notes) | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Merger Agreement [Line Items] | ||||||||
Business Combination Disclosure [Text Block] | On August 29, 2014, the Company merged with IQinVision, Inc. (“IQinVision”), a California corporation, with IQinVision surviving as a wholly owned subsidiary of the Company (the “Merger”). In connection with the Merger, the Company issued 4,522,335 shares of its common stock to IQinVision shareholders, which represented 50% of the Company’s outstanding common stock at the date of the Merger. In addition, the Company assumed a total of 642,420 of IQinVision stock options and stock appreciation rights along with related 2001 and 2011 Stock Incentive Plan provisions at the date of merger. The number and exercise prices of these equity instruments assumed were proportionately determined in accordance with a specified common stock exchange formula as to number and exercise price. The purchase price of the business combination at the date of closing was $14.9 million, consisting of 4,522,335 shares of Vicon common stock valued at $14.2 million on the date of issuance and assumed IQinVision stock options and stock appreciation rights valued at $723,000 in accordance with Financial Accounting Standards Board ASC 718. In connection with the Merger, the Company incurred $1.1 million of transaction and other merger related costs that were expensed in 2014 and, on September 12, 2014, paid a special cash dividend of $0.55 per share ($2.5 million in the aggregate) to Company shareholders of record as of July 11, 2014. | |||||||
The Merger has been accounted for using the acquisition method of accounting and the Company has been treated as the acquirer for accounting purposes. This determination was made in accordance with the applicable accounting guidance based upon numerous factors including, but not limited to, the relative ownership of the combined company by the Company and former IQinVision shareholders, the composition of the management team and board of directors of the combined company, the structure of the Merger in which IQinVision became a wholly owned subsidiary of the Company, the location of the corporate offices of the combined company, and the continued listing of the Company’s common stock on the NYSE MKT. | ||||||||
The table below details the consideration transferred to acquire IQinVision: | ||||||||
Conversion Calculation | Estimated Fair Value | |||||||
Vicon Industries, Inc. shares of common stock issued at merger | 4,522,335 | |||||||
Per share price (ex-dividend) of Vicon Industries, Inc. common stock at August 29, 2014 | $ | 3.13 | $ | 14,154,909 | ||||
Estimated fair value of vested IQinVision Stock Options assumed (1) | 570,873 | |||||||
Estimated fair value of vested IQinVision SAR's assumed (1) | 152,199 | |||||||
Estimated purchase price consideration | $ | 14,877,981 | ||||||
-1 | The fair value was determined using the Black-Scholes valuation model. Assumptions used are the same as those for acquired awards as disclosed in Note 1 of Notes to Consolidated Financial Statements. | |||||||
The transaction has been accounted for using the acquisition method of accounting which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the allocation of the purchase price as of the acquisition date: | ||||||||
29-Aug-14 | ||||||||
Fair value of net assets acquired | $ | 4,791,512 | ||||||
Intangible assets | 4,070,000 | |||||||
Goodwill | 6,016,469 | |||||||
Net assets acquired | $ | 14,877,981 | ||||||
The following table is a summary of the fair value estimates of the identifiable intangible assets acquired and their useful lives: | ||||||||
Useful Life (years) | Estimated Fair Value | |||||||
Technology | 10 | $ | 2,500,000 | |||||
Customer relationships | 7 | 910,000 | ||||||
Trademarks | 15 | 660,000 | ||||||
$ | 4,070,000 | |||||||
Critical estimates in valuing certain intangible assets include but are not limited to estimating future expected cash flows from assets acquired and determining discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for the acquisition may change as additional information becomes available. | ||||||||
The goodwill recognized is attributable primarily to expected synergies and other benefits that the Company believes will result from combining the operations of IQinVision with the operations of the Company. The $6.0 million goodwill that was acquired is not expected to be deductible for income tax purposes. |
Restructuring_Charges_Notes
Restructuring Charges (Notes) | 6 Months Ended |
Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Charges |
Pursuant to the August 29, 2014 IQinVision merger, the Company initiated certain integration and restructuring activities pursuant to an approved plan (the "Plan"). For the three and six month periods ended March 31, 2015, the Company recognized $224,000 and $573,000, respectively, of severance charges in connection with the Plan pursuant to notification of termination benefits to fourteen affected employees. | |
Accounting for restructuring activities, as compared to regular operating cost management activities, requires an evaluation of formally committed and approved plans. Restructuring activities have comparatively greater strategic significance and materiality and may involve exit activities, whereas regular cost containment activities are more tactical in nature and are rarely characterized by formal and integrated action plans or exiting a particular product, facility or service. |
Product_Warranties_Notes
Product Warranties (Notes) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Product Warranties [Abstract] | |||||||||||||||||
Standard Product Warranty, Policy [Policy Text Block] | Product Warranties | ||||||||||||||||
The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in product quality programs and processes, including monitoring and evaluating the quality of its component suppliers, its warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from its estimates, revisions to the estimated warranty liability may be required. | |||||||||||||||||
Changes in the Company's warranty liability (included in accrued expenses) for the three an six month periods ended March 31, 2015 and 2014 were as follows and include the balances and activity of IQinVision, Inc. for periods subsequent to the merger date of August 29, 2014: | |||||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Balance at beginning of period | $ | 837,000 | $ | 362,000 | $ | 849,000 | $ | 411,000 | |||||||||
Provision for warranties | 121,000 | 53,000 | 249,000 | 64,000 | |||||||||||||
Expenses incurred | (122,000 | ) | (53,000 | ) | (262,000 | ) | (113,000 | ) | |||||||||
Balance at end of period | $ | 836,000 | $ | 362,000 | $ | 836,000 | $ | 362,000 | |||||||||
Loss_per_Share_Tables
Loss per Share (Tables) | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Loss per Share [Abstract] | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following tables provide the components of the basic and diluted EPS computations for the three and six month periods ended March 31, 2015 and 2014: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Basic EPS Computation | ||||||||||||||||
Net loss | $ | (1,769,800 | ) | $ | (1,945,388 | ) | $ | (3,951,235 | ) | $ | (3,472,915 | ) | ||||
Weighted average shares outstanding | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 | ||||||||||||
Basic loss per share | $ | (.19 | ) | $ | (.43 | ) | $ | (.43 | ) | $ | (.77 | ) | ||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Diluted EPS Computation | ||||||||||||||||
Net loss | $ | (1,769,800 | ) | $ | (1,945,388 | ) | $ | (3,951,235 | ) | $ | (3,472,915 | ) | ||||
Weighted average shares outstanding | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 | ||||||||||||
Stock options | — | — | — | — | ||||||||||||
Stock compensation arrangements | — | — | — | — | ||||||||||||
Diluted shares outstanding | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 | ||||||||||||
Diluted loss per share | $ | (.19 | ) | $ | (.43 | ) | $ | (.43 | ) | $ | (.77 | ) |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Comprehensive Loss [Abstract] | ||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The Company's accumulated other comprehensive loss balances at March 31, 2015 and September 30, 2014 consisted of the following: | |||||||
March 31, 2015 | September 30, 2014 | |||||||
Foreign currency translation adjustment | $ | (318,033 | ) | $ | (110,286 | ) | ||
Unrealized loss on marketable securities | (212 | ) | (3,206 | ) | ||||
Accumulated other comprehensive loss | $ | (318,245 | ) | $ | (113,492 | ) |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 6 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Future amortization expense for intangible assets over the next five years ending September 30 and thereafter is summarized as follows: | |||||||||
Fiscal Year | Amount | |||||||||
Remainder of 2015 | $ | 216,000 | ||||||||
2016 | 517,000 | |||||||||
2017 | 518,000 | |||||||||
2018 | 427,000 | |||||||||
2019 | 373,000 | |||||||||
Thereafter | 1,767,667 | |||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Following is a schedule of intangible assets, net: | |||||||||
31-Mar-15 | 30-Sep-14 | Estimated Useful Life | ||||||||
Definite-lived intangibles: | ||||||||||
Technology | $ | 2,354,167 | $ | 2,479,167 | 10 years | |||||
Customer relationships | 830,167 | 899,167 | 7 years | |||||||
Tradenames | 634,333 | 656,333 | 15 years | |||||||
$ | 3,818,667 | $ | 4,034,667 | |||||||
Product_Warranties_Tables
Product Warranties (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Product Warranties [Abstract] | |||||||||||||||||
Schedule of Product Warranty Liability [Table Text Block] | Changes in the Company's warranty liability (included in accrued expenses) for the three an six month periods ended March 31, 2015 and 2014 were as follows and include the balances and activity of IQinVision, Inc. for periods subsequent to the merger date of August 29, 2014: | ||||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Balance at beginning of period | $ | 837,000 | $ | 362,000 | $ | 849,000 | $ | 411,000 | |||||||||
Provision for warranties | 121,000 | 53,000 | 249,000 | 64,000 | |||||||||||||
Expenses incurred | (122,000 | ) | (53,000 | ) | (262,000 | ) | (113,000 | ) | |||||||||
Balance at end of period | $ | 836,000 | $ | 362,000 | $ | 836,000 | $ | 362,000 | |||||||||
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Marketable Securities [Abstract] | ||
Available-for-sale Securities, Amortized Cost Basis | $13,205 | |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | -212 | -3,206 |
Available-for-sale Securities, Debt Securities | $12,993 |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Accounts Receivable [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $893,000 | $907,000 |
Loss_per_Share_Details
Loss per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income (Loss) Attributable to Parent | ($1,769,800) | ($1,945,388) | ($3,951,235) | ($3,472,915) |
Weighted Average Number of Shares Outstanding, Basic | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 |
Earnings Per Share, Basic | ($0.19) | ($0.43) | ($0.43) | ($0.77) |
Loss_per_Share_schedule_of_ear
Loss per Share schedule of earnings per share diluted (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 686,858 | 425,320 | ||
Net Income (Loss) Attributable to Parent | ($1,769,800) | ($1,945,388) | ($3,951,235) | ($3,472,915) |
Weighted Average Number of Shares Outstanding, Basic | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 |
Incremental Common Shares Attributable to Call Options and Warrants | 0 | 0 | 0 | 0 |
Incremental Common Shares Attributable to Share-based Payment Arrangements | 0 | 0 | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 9,153,651 | 4,503,885 | 9,126,581 | 4,503,885 |
Earnings Per Share, Diluted | ($0.19) | ($0.43) | ($0.43) | ($0.77) |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Comprehensive Loss [Abstract] | ||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | ($318,033) | ($110,286) |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | -212 | -3,206 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ($318,245) | ($113,492) |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Sep. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $216,000 | |
Amortization of Intangible Assets | 216,000 | |
Technology | 2,354,167 | 2,479,167 |
Customer relationships | 830,167 | 899,167 |
Tradenames | 634,333 | 656,333 |
Finite-Lived Intangible Assets, Net | 3,818,667 | 4,034,667 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 517,000 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 518,000 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 427,000 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 373,000 | |
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | $1,767,667 |
Stock_Based_Compensation_Detai
Stock Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation | $164,515 | $29,535 | $311,345 | $64,630 |
Share Based Compensation per share | $0.02 | $0.01 | $0.03 | $0.01 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Sep. 30, 2014 |
In Millions, unless otherwise specified | |
Valuation Allowance [Line Items] | |
Deferred tax assets net of liabilities before valuation allowance | $9.70 |
Deferred Tax Assets, Operating Loss Carryforwards | $5.70 |
Merger_Agreement_Details
Merger Agreement (Details) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Proceeds from sale of building, net | $3,325,000 | $0 |
Product_Warranties_Details
Product Warranties (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
Product Warranties [Abstract] | ||||||||
Balance at beginning of period | $836,000 | $362,000 | $836,000 | $362,000 | $837,000 | $849,000 | $362,000 | $411,000 |
Provision for warranties | 121,000 | 53,000 | 249,000 | 64,000 | ||||
Expenses incurred | ($122,000) | ($53,000) | ($262,000) | ($113,000) |