Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | 7-May-15 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Medite Cancer Diagnostics, Inc. | ||
Entity Central Index Key | 75439 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $9,145,062 | ||
Trading Symbol | MDIT | ||
Entity Common Stock, Shares Outstanding | 19,664,781 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash | $230 | $75 |
Accounts receivable, net of allowance for doubtful accounts | 1,991 | 1,594 |
Inventories | 3,415 | 3,953 |
Prepaid expenses and other current assets | 154 | 487 |
Total current assets | 5,790 | 6,109 |
Property and equipment, net | 2,091 | 1,867 |
In-process Research and Development | 4,620 | |
Trademarks, trade names | 1,240 | |
Goodwill | 2,453 | 0 |
Other Assets | 245 | 194 |
Total assets | 16,439 | 8,170 |
Current Liabilities: | ||
Secured lines of credit and current portion of long-term debt | 2,555 | 2,739 |
Account payable and accrued expenses | 4,134 | 1,236 |
Advance - Related Parties | 110 | 0 |
Total current liabilities | 6,799 | 3,975 |
Long term debt, net of current portion | 1,209 | 1,571 |
Total Liabilities | 8,008 | 5,546 |
Commitments and Contingencies | ||
Stockholders' Equity : | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 373,355 shares issued and outstanding as of December 31, 2014 (liquidation value of all classes of preferred stock $2,871 as of December 31, 2014) | 1,487 | 0 |
Common stock, $0.001 par value; 3.5 billion shares authorized, 19,427,331 and 14,687,500 issued, issuable and outstanding as of December 31, 2014 and 2013 respectively | 19 | 15 |
Additional paid-in capital | 5,763 | -15 |
Treasury Stock | -327 | 0 |
Accumulated other comprehensive income (loss) | -149 | 287 |
Retained Earnings | 1,638 | 2,337 |
Total stockholders' equity | 8,431 | 2,624 |
Total liabilities and stockholders' equity | $16,439 | $8,170 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 373,355 | 373,355 |
Preferred stock, shares outstanding | 373,355 | 373,355 |
Preferred Stock, Liquidation Preference, Value | $2,871 | |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common Stock, Shares, Issued | 19,427,331 | 14,687,500 |
Common Stock Issuable | 19,427,331 | 14,687,500 |
Common Stock, Shares, Outstanding | 19,427,331 | 14,687,500 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Net Sales | $10,983 | $9,958 |
Operating Expenses | ||
Cost of revenues | 7,164 | 5,746 |
Depreciation and amortization expense | 170 | 202 |
Research and development | 1,243 | 934 |
Selling, general and administrative | 2,800 | 2,782 |
Total cost and expenses | 11,377 | 9,664 |
Operating Income (Loss) | -394 | 294 |
Other Expenses | ||
Interest expense | 276 | 314 |
Interest Income | 0 | -48 |
Other expenses (income) | -75 | -45 |
Total other expenses | 201 | 221 |
Income (loss) from operations before income taxes | -595 | 73 |
Income taxes (benefit) | 104 | 19 |
Net Income (loss) | -699 | 54 |
Preferred dividend | -109 | 0 |
Net Income (loss) to common stockholders | -808 | 54 |
Statement of Comprehensive Income | ||
Net Income (loss) | -699 | 54 |
Other Comprehensive income (loss) | ||
Foreign currency translation adjustments | -436 | 168 |
Comprehensive income (loss) | -1,135 | 222 |
Earnings Per Share | ||
Net income (loss) to common stockholders | ($808) | $54 |
Basic and diluted earnings per share | ($0.04) | $0 |
Weighted average basic and diluted shares outstanding (after 1:100 reverse split) | 18,116,000 | 14,687,500 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders' Equity, Reverse Stock Split | 0.111111111 | 0.111111111 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash Flows from Operating Activities: | ||
Net Income (loss) | ($699) | $54 |
Adjustments to reconcile net income (loss) to cash (used in) provided by operations | ||
Depreciation and amortization | 170 | 202 |
Deferred taxes | 80 | -33 |
Non-cash Interest | 2 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable and allowance for doubtful accounts | -594 | -141 |
Inventories | 146 | -557 |
Prepaid expenses and other current assets | 114 | 177 |
Accounts payable and accrued liabilities | -110 | -106 |
Net cash (used in) provided by operating activities | -891 | -404 |
Cash Flows from Investing activity: | ||
Purchase of Equipment | -463 | -95 |
Cash Acquired in Merger | 1 | 0 |
Net cash provided from (used in) investing activities | -462 | -95 |
Cash Flows from Financing activities: | ||
Advances net of repayments on lines of credit | 40 | 644 |
Proceeds from Sale of Common Stock | 1,979 | 0 |
Term note repayments | -202 | -210 |
Repayment of related party advance | -10 | |
Equity raise costs | -103 | 0 |
Net cash provided by (used by) financing activities | 1,704 | 434 |
Effect of exchange rates on cash and cash equivalents | -196 | 75 |
Net increase in cash and cash equivalents | 155 | 10 |
Cash and cash equivalents at beginning of year | 75 | 65 |
Cash and cash equivalents at end of the period | 230 | 75 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 276 | 314 |
Cash paid for income taxes | $124 | $0 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, except Share data | |||||||
Beginning Balance at Dec. 31, 2012 | $2,401 | $0 | $15 | $0 | ($15) | $2,283 | $118 |
Beginning Balance (in shares) at Dec. 31, 2012 | 0 | 14,687,500 | 0 | ||||
Other comprehensive income | 169 | 169 | |||||
Net Income (loss) | 54 | 54 | |||||
Ending Balance at Dec. 31, 2013 | 2,624 | 0 | 15 | 0 | -15 | 2,337 | 287 |
Beginning Balance (in shares) at Dec. 31, 2013 | 0 | 14,687,500 | 0 | ||||
Merger | 5,064 | 1,487 | 3 | -327 | 3,901 | 0 | 0 |
Merger (in shares) | 373,335 | 3,502,706 | -19,209 | ||||
Sale of common stock | 1,979 | 0 | 1 | 0 | 1,978 | 0 | 0 |
Sale of common stock (in shares) | 0 | 1,237,125 | 0 | ||||
Issuance costs | -103 | 0 | 0 | 0 | -103 | 0 | 0 |
Imputed interest | 2 | 0 | 0 | 0 | 2 | 0 | 0 |
Other comprehensive income | 0 | 0 | 0 | 0 | |||
Net Income (loss) | -699 | 0 | 0 | 0 | 0 | -699 | -436 |
Ending Balance at Dec. 31, 2014 | $8,431 | $1,487 | $19 | ($327) | $5,763 | $1,638 | ($149) |
Ending Balance (in shares) at Dec. 31, 2014 | 373,335 | 19,427,331 | -19,209 |
The_Company_and_Basis_of_Prese
The Company and Basis of Presentation | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
The Company and Basis of Presentation | Note 1. | The Company and Basis of Presentation | |
MEDITE Cancer Diagnostics, Inc. (“MDIT”, “MEDITE” or the “Company”) was incorporated in Delaware in December 1998. | |||
These statements include the accounts of MEDITE Cancer Diagnostics, Inc. (former CytoCore, Inc., the “Company”, “we” and “us”) and its wholly owned subsidiaries, which consists of MEDITE Enterprise, Inc., MEDITE GmbH, Burgdorf, Germany, MEDITE GmbH, Salzburg, Austria, MEDITE Lab Solutions Inc. (formerly MEDITE Inc.), Orlando, USA, MEDITE sp. z o.o., Zilona-Gora, Poland and CytoGlobe, GmbH, Burgdorf, Germany. | |||
In April 2014, in a transaction more fully described in Footnote 3, the shareholders of the Company consummated a transaction in which 100% of the issued and outstanding shares of MEDITE Enterprise, Inc. were acquired by CytoCore, Inc. in exchange for the issuance by CytoCore, Inc. of 14,687,500 shares of its common stock to the shareholders of the Company. The result of this transaction was for the Company and its wholly owned subsidiaries to become wholly owned subsidiaries of CytoCore, Inc., a US public company. In addition, the shareholders of the Company became the majority owners of CytoCore, Inc., which resulted in the transaction being accounted for as a reverse merger, in which the financial statements of MEDITE Enterprise, Inc. and its subsidiaries became those of CytoCore, Inc., now MEDITE Cancer Diagnostics, Inc. | |||
MEDITE is a medical technology company specializing in the development, engineering, manufacturing and marketing of premium medical devices and consumables for detection, risk assessment and diagnosis of cancer and related diseases. By acquiring MEDITE the company changed from solely research operations to an operating company with 76 employees in three countries, a distribution network to about 70 countries worldwide, a well-known and established brand name, a wide range of selling products and the established infrastructure necessary for a company acting in the medical industry. | |||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies | Note 2. | Summary of Significant Accounting Policies | |
Principle of Consolidation, Basis of Presentation and Significant Estimates | |||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. | |||
In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Significant assumptions are required in the valuation of the allowance for doubtful accounts and inventory, valuation of intangible assets acquired in the reverse merger and deferred tax asset valuations. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. | |||
Revenue Recognition | |||
The Company derives its revenue primarily from the sale of medical products and supplies for the diagnosis and prevention of cancer. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred; (3) the selling price of the product is fixed or determinable; and (4) collectability is reasonably assured. The Company generates the majority of its revenue from the sale of inventory. The Company recognizes revenue when title and risk of loss transfer to the customer and all other revenue recognition criteria have been met. For a small subset of sales, the Company and its customers agree in the sales contract that risk of loss and title transfer upon the Company packing the items for shipment, segregating the items packaged and notifying the Customer that their items are ready for pickup. The Company records such sales at time of completed packaging and segregation of the items from general inventory and notification has been confirmed by the customer. | |||
Cash and Cash Equivalents | |||
The Company considers all cash on deposit and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. | |||
Property and Equipment | |||
Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: | |||
Buildings | 33 yrs | ||
Machinery and equipment | 3-10yrs | ||
Office furniture and equipment | 2-10 yrs | ||
Vehicles | 5 yrs | ||
Computer equipment | 3-5 yrs | ||
Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized. | |||
Research and Development | |||
All research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, testing, developing and validating the manufacturing process, and regulatory related costs. | |||
Acquired In-Process Research and Development | |||
Acquired in-process research and development (“IPR&D”) that the Company acquires through business combinations represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, Medite will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D intangible asset is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. | |||
Impairment or Disposal of Long-Lived Assets Including Finite Lived Intangibles | |||
At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. | |||
Impairment of Indefinite Lived Intangible Assets Other Than Goodwill | |||
The Company has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if the Company concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Financial Accounting Standards Board Codification Subtopic 350-30. | |||
Goodwill | |||
We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. | |||
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. | |||
The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. | |||
Stock Based Compensation | |||
We follow the guidance of FASB ASC 718-10, which requires that share-based payments be reflected as an expense based upon the grant-date fair value of those awards. The expense is recognized over the remaining vesting periods of the awards, if any. | |||
Fair Value of Financial Instruments | |||
The carrying value of accounts receivable, accounts payable, accrued expenses and notes payable approximate their respective fair values due to their short maturities. | |||
Net Loss Per Share | |||
Basic loss per share is calculated based on the weighted-average number of outstanding common shares. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. MEDITE’s calculation of diluted net loss per share excludes potential common shares as of December 31, 2014 and 2013 as the effect would be anti-dilutive (i.e. would reduce the loss per share). | |||
In accordance with SEC Accounting Series Release 280, the Company computes its income or loss applicable to common stock holders by subtracting dividends on preferred stock, including undeclared or unpaid dividends if cumulative, from it reported net loss and reports the same on the face of its statement of operations. | |||
Income Taxes | |||
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of currently due plus deferred taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting carrying amounts and the respective tax bases of assets and liabilities, and are measured using tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Valuation allowances are provided against deferred tax assets if it is more likely than not that the deferred tax assets will not be realized. | |||
The Company follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This Interpretation prescribes a comprehensive model for financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. | |||
Legal Fees Associated with Loss Contingencies | |||
It is the Company’s policy to estimate and accrue for its potential legal fees at the time of loss when it incurs a loss contingency that will require the services of legal professionals. Changes over time to the estimate of total legal fees to be incurred are expensed at the time of the change in estimate. | |||
Recasting of Certain Prior Period Information | |||
During 2014, we changed our reporting to show depreciation and amortization as its own line item within our statement of operations and comprehensive income. We have updated the results from 2013 to reflect these changes in 2014. | |||
Recent Accounting Pronouncements | |||
In May 2014, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2017. Early adoption is not permitted. The Company is currently assessing the impact of adoption on its consolidated financial statements. | |||
Reverse_Merger
Reverse Merger | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Reverse Merger | Note 3. | Reverse merger | |||
In January 2014, the Company and the owners of MEDITE Enterprise, Inc. entered into an agreement to merge with the former CytoCore, Inc. The merger required as a pre-requisite that among other items CytoCore settle certain outstanding payroll amounts in stock and that CytoCore complete a private placement with gross proceeds of a minimum of $2 million, which was later amended to $1.5 million. On April 3, 2014 CytoCore issued 697,234 shares of its common stock in satisfaction of approximately $1.61 million in outstanding accrued payroll. On April 4, 2014 the Company closed on a private placement in which it received gross proceeds of $1.529 million and issued 955,875 shares of its common stock. The merger closed on April 4, 2014 with the owners of MEDITE Enterprise, Inc. receiving 14,687,500 shares of the Company’s common stock plus up to an additional 312,500 shares issuable if certain conditions are met, in exchange for 100% of the issued and outstanding stock of MEDITE Enterprise, Inc. | |||||
As of the date of these financial statements, the Company has not yet determined if the additional shares should be issued. The consideration paid has been determined based the number of shares outstanding from the former CytoCore, Inc. of approximately 3,502,700 common shares at $1.60 per share (the same price per share in the concurrent private placement noted above). | |||||
Because the owners of MEDITE Enterprise, Inc. received approximately 81.1% of the then issued and outstanding stock of the Company, the merger has been treated as a reverse acquisition, in which for accounting purposes MEDITE Enterprise, Inc. acquired CytoCore, Inc. and therefore no pro forma information has been presented. | |||||
Under the purchase method of accounting, the Company assets acquired and liabilities assumed are recorded at their respective fair values as of the transaction date. In connection with the merger, the consideration paid, and the assets acquired and liabilities assumed, recorded at fair value on the date of acquisition, are summarized in the following table: | |||||
In thousands | |||||
Net assets acquired | |||||
Cash | $ | 1 | |||
Other current assets | 12 | ||||
Property and equipment | 81 | ||||
Trade name /trademark | 1,240 | ||||
In-Process research and development | 4,620 | ||||
Goodwill | 2,453 | ||||
$ | 8,407 | ||||
Liabilities assumed | |||||
Accounts payable & accrued expenses | $ | 3,220 | |||
Related party advances | 102 | ||||
Loans payable | 21 | ||||
$ | 3,343 | ||||
Net identifiable assets/consideration paid | $ | 5,064 | |||
We are treating the fair value assigned to trade names/trademarks as indefinite lived intangibles. The in process research and development covers four separate areas (a) breast pap device and related consumables (b) new biomarkers (c) a new stain and (d) the softkit. Until such time as we either complete development or abandon such development, the in-process research and development costs are treated as indefinite lived intangible assets. If we are successful in these development projects, we expect the in-process research and development will be amortized over an approximate 15 year life. | |||||
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Note 4. | Inventories | ||||||
The following is a summary of the components of inventories (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 1,229 | $ | 1,748 | ||||
Work in progress | 33 | 137 | ||||||
Finished Goods | 2,153 | 2,068 | ||||||
$ | 3,415 | $ | 3,953 | |||||
No amounts were reserved for scrap or obsolete inventory as of December 31, 2014 and December 31, 2013, respectively. | ||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Note 5. | Property and Equipment | ||||||
The following is a summary of the components of property and equipment as of (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 233 | $ | 244 | ||||
Buildings | 1,291 | 1,352 | ||||||
Machinery and equipment | 529 | 407 | ||||||
Office furniture and equipment | 265 | 240 | ||||||
Vehicles | 103 | 39 | ||||||
Computer equipment | 110 | 86 | ||||||
Construction in progress | 559 | 386 | ||||||
Less: Accumulated depreciation | -999 | -887 | ||||||
$ | 2,091 | $ | 1,867 | |||||
Bank_Debt_and_Lines_of_Credit
Bank Debt and Lines of Credit | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt and Line of Credit | Note 6. | Bank Debts and Lines of Credit | ||||||
Our outstanding note payable indebtedness was as follows as of (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Hannoversche Volksbank credit line #1 | $ | 1,880 | $ | 2,092 | ||||
Hannoversche Volksbank credit line #2 | 465 | 444 | ||||||
Hannoversche Volksbank term loan #1 | 135 | 211 | ||||||
Hannoversche Volksbank term loan #2 | 81 | 138 | ||||||
Hannoversche Volksbank term loan #3 | 270 | 393 | ||||||
Ventana Medical Systems, Inc. Promissory Note | 21 | - | ||||||
Related party advances | 110 | - | ||||||
DZ Equity Partners Participation rights | 912 | 1,032 | ||||||
$ | 3,874 | $ | 4,310 | |||||
In July 2006, MEDITE GmbH, Burgdorf, entered into a master line of credit agreement #1 with Hannoversche Volksbank. The line of credit was amended in 2012 and was later amended to increase the credit limit to 1.8 million Euros. In January 2015, the master credit line was reduced to Euro 1.6 million and in March 2015 was to be reduced by a further Euro 500,000. The March 2015 reduction has been extended to May 31, 2015. The total credit line has a flexible use either as floating credit line with a variable interest rate of 8% per annum as of December 31, 2014, as “Eurocredit” fixed for one or more months with a short term fixed interest rate of 3.77% as of December 31, 2014 or as bank guarantee and for letters of credit in import business. The line of credit is collateralized by the accounts receivable and inventory of MEDITE GmbH, Burgdorf, a mortgage on the buildings owned by the Company and is guaranteed by Michaela Ott and Michael Ott, the former sole shareholders of the Company. At December 31, 2014 the Company had an unused and fully available credit line of Euro 150,000 with Hannoversche Volksbank. | ||||||||
In June 2012, CytoGlobe, GmbH, Burgdorf, entered into a line of credit agreement #2 with Hannoversche Volksbank. The line of credit granted a maximum borrowing authority of 400,000 Euros. The total credit line has a flexible use either as floating credit line with a variable interest rate of 8% per annum as of December 31, 2014, as “Eurocredit” fixed for one or more months with a short term fixed interest rate of 3.77% as of December 31, 2014 or as bank guarantee and for letters of credit in import business. The line of credit has no stated maturity date but may be cancelled by the bank upon notice to the Company. The line of credit is collateralized by the accounts receivable and inventory of CytoGlobe GmbH, Burgdorf and is guaranteed by Michaela Ott and Michael Ott, the former sole shareholders of the parent company and the state of Lower Saxony to support high-tech companies in the area. | ||||||||
In December 2006, MEDITE GmbH, Burgdorf, entered into a 500,000 Euro term loan agreement #1 with Hannoversche Volksbank with an interest rate of 3.4% per annum. The term loan has a maturity of September 2016 and requires semi-annual principal payments of approximately 27,780 euros each. The term loan is guaranteed by Michaela Ott and Michael Ott, the former sole stockholders of the Company and also a mortgage on the property of the Company. | ||||||||
In June 2006, MEDITE GmbH, Burgdorf, entered into a 400,000 Euro term loan #2 with Hannoversche Volksbank with an interest rate of 3.6 % per annum. The term loan has a maturity of June 2016, requires 18 semi-annual principal repayments of approximately 22,220 Euro each. The term loan is guaranteed by Michaela Ott and Michael Ott, the former sole stockholders of the Company and also has subordinated assignments of all of the receivables and inventories of MEDITE GmbH, Burgdorf and also has a subordinated pledge of stockholder term life insurance policies. | ||||||||
In November 2008, MEDITE GmbH, Burgdorf, entered into a 400,000 euro term loan #3 with Hannoversche Volksbank with a variable interest rate of approximately 4.7% per annum as of December 31, 2014. The term loan has a maturity of December 31, 2018, and requires quarterly principal repayments of 13,890 euro each. The term loan is guaranteed by the Ott’s and also includes a partial subordinated pledge of the receivables and inventory of MEDITE GmbH, Burgdorf. | ||||||||
In March 2009, the Company entered into a participation rights agreement in the form of a debenture which a mezzanine lender agreed to advance the Company up to 1.5 million euros in two tranches of 750,000 euros each. The first tranche was paid to the Company at closing with the second tranche being conditioned on MEDITE GmbH, Burgdorf and its subsidiaries hitting certain performance targets. Those targets were not met and the second tranche was never called. The debenture pays interest at the rate of 12.15% per annum and matures at December 31, 2016. | ||||||||
As of December 31, 2014 the remaining balance of approximately $21,000 on the note payable to Ventana Medical Systems, Inc. was in default, however, on February 23, 2015, The Company reached an agreement with Ventana Medical Systems, Inc. whereby both parties have agreed that Ventana Medical Systems, Inc. accept $38,281 as payment in full for all outstanding principal and accrued interest. As part of this agreement Ventana Medical Systems, Inc. has agreed to convert $1.75 million stated value of Series D Preferred stock and all outstanding accrued dividends of $656,250 for 12,000 shares of the company common stock. Prior to the execution of this agreement the company had failed to make principal and interest payments when due and is in breach of certain warranties and representations under the notes included above. | ||||||||
At the time of the merger, the Company owed its then CEO and Chairman of the Board for prior advances of approximately $121,700. During 2014, the Company had re-paid $10,000 and imputed $1,700 of non-cash charge interest expenses on these advances. | ||||||||
The following table summarizes the maturities of the Company’s outstanding long-term indebtedness, at December 31, 2014 over the following five years (in thousands): | ||||||||
Year | ||||||||
2015 | $ | 189 | ||||||
2016 | 1,074 | |||||||
2017 | 68 | |||||||
2018 | 67 | |||||||
2019 | - | |||||||
Total | $ | 1,398 | ||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Note 7. | Accrued Expenses | ||||||
Accrued expenses include the following at December 31: | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Accrued taxes and withholdings | $ | 445 | 211 | |||||
Accrued warranty reserve | 46 | 98 | ||||||
Accrued wages | 2,064 | 57 | ||||||
Other accrued expenses | 623 | 120 | ||||||
Total | $ | 3,178 | $ | 486 | ||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Note 8. | Stockholders’ Equity | |||||||||||||||
In February 2015, the Company received approval for and affected a 1:100 reverse split of its common stock. These financial statements reflect the reverse split since inception of the Company. | |||||||||||||||||
Earnings (loss) per share | |||||||||||||||||
A reconciliation of the numerator and the denominator used in the calculation of earnings (loss) per share is as follows: | |||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Basic and Diluted: | |||||||||||||||||
Reported net loss (in thousands) | $ | -699 | $ | 54 | |||||||||||||
Less unpaid and undeclared preferred stock dividends | -109 | - | |||||||||||||||
Net loss applicable to common stockholder | $ | -808 | $ | 54 | |||||||||||||
Weighted average common shares outstanding | 18,116,000 | 14,687,500 | |||||||||||||||
Net income (loss) per common share | $ | -0.04 | $ | 0 | |||||||||||||
Because the following instruments would be anti-dilutive at all times presented, the potentially issuable common stock from warrants to purchase 142,308 and 39 shares in 2014 and 2013, respectively and preferred stock convertible into shares for the years ended December 31, 2014 and 2013, of 4,991 and 4,738 common shares respectively, were not included in the computation of diluted loss per share applicable to common stockholders. | |||||||||||||||||
Preferred Stock | |||||||||||||||||
A summary of the Company’s preferred stock as of December 31 is as follows. All calculations reflect the post-split calculations of 1 share for every 100 common shares which became effective March 2015 for all common stock and common stock equivalents. | |||||||||||||||||
Shares Issued & | Preferred Stock Dividends | ||||||||||||||||
Shares | Outstanding | Undeclared and Unpaid | |||||||||||||||
Offering | Authorized | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Series A convertible | 590,197 | 47,250 | 47,250 | — | — | ||||||||||||
Series B convertible, 10% cumulative | 1,500,000 | 93,750 | 93,750 | 28,125 | — | ||||||||||||
Series C convertible, 10% cumulative | 1,666,666 | 38,333 | 38,333 | 8,625 | — | ||||||||||||
Series D convertible, 10% cumulative | 300,000 | 175,000 | 175,000 | 41,250 | — | ||||||||||||
Series E convertible, 10% cumulative | 800,000 | 19,022 | 19,022 | 31,500 | — | ||||||||||||
Undesignated Preferred Series | 5,143,137 | — | — | — | — | ||||||||||||
Total Preferred Stock | 10,000,000 | 373,355 | 373,355 | 109,500 | — | ||||||||||||
The undeclared and unpaid preferred stock dividends were calculated from the date of the merger through December 31, 2014. | |||||||||||||||||
Summary of Preferred Stock Terms | |||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $4.50 per share, $212,625 | ||||||||||||||||
Conversion Price: | $10,303 per share | ||||||||||||||||
Conversion Rate: | 0.00044—Liquidation Value divided by Conversion Price ($4.50/$10,303) | ||||||||||||||||
Voting Rights: | None | ||||||||||||||||
Dividends: | None | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $4.00 per share, $375,000 | ||||||||||||||||
Conversion Price: | $1,000 per share | ||||||||||||||||
Conversion Rate: | 0.0040—Liquidation Value divided by Conversion Price ($4.00/$1,000) | ||||||||||||||||
Voting Rights: | None | ||||||||||||||||
Dividends: | 10%—Quarterly—Commencing March 31, 2001 | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Cumulative dividends in arrears at December 31, 2014 were $520,665 | |||||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $3.00 per share, $115,000 | ||||||||||||||||
Conversion Price: | $600 per share | ||||||||||||||||
Conversion Rate: | 0.0050—Liquidation Value divided by Conversion Price ($3.00/$600) | ||||||||||||||||
Voting Rights: | None | ||||||||||||||||
Dividends: | 10%—Quarterly—Commencing March 31, 2002 | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Cumulative dividends in arrears at December 31, 2014 were $151,413 | |||||||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $1,000 per share, $ 525,000 | ||||||||||||||||
Conversion Price: | $1,000 per share | ||||||||||||||||
Conversion Rate: | .01—Liquidation Value divided by Conversion Price ($10.00/$1,000) | ||||||||||||||||
Voting Rights: | None | ||||||||||||||||
Dividends: | 10%—Quarterly—Commencing April 30, 2002 | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Cumulative dividends in arrears at December 31, 2014 were $ 660,000 | |||||||||||||||||
Series E Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $22.00 per share, $418,488 | ||||||||||||||||
Conversion Price: | $800.00 per share | ||||||||||||||||
Conversion Rate: | .0275—Liquidation Value divided by Conversion Price ($22.00/$800) | ||||||||||||||||
Voting Rights: | Equal in all respects to holders of common shares | ||||||||||||||||
Dividends: | 10%—Quarterly—Commencing May 31, 2002 | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Cumulative dividends in arrears at December 31, 2014 were $558,173 | |||||||||||||||||
Issuance of Securities | |||||||||||||||||
Common Stock | |||||||||||||||||
Issuance of Common Stock for Cash | |||||||||||||||||
During 2014, the company issued 1,237,125 shares for $1,979,400 in equity proceeds emanating from the sale of unregistered stock associated with two private placements (PIPE) “Private Placement in Public Entity” at $1.60 per share. | |||||||||||||||||
Our officers and directors own an aggregate 16,661,615 shares of common stock which is approximately 86 % of our outstanding common stock. | |||||||||||||||||
The Company does not have any outstanding stock options. | |||||||||||||||||
Warrants outstanding | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Aggregate | Remaining | |||||||||||||||
Options and | Exercise | Intrinsic | Contractual | ||||||||||||||
Warrants | Price | Value | Life (Years) | ||||||||||||||
Outstanding at December 31, 2012 | — | $ | — | — | — | ||||||||||||
Granted | — | $ | — | — | — | ||||||||||||
Exercised | — | — | — | — | |||||||||||||
Expired | — | — | — | — | |||||||||||||
Outstanding at December 31, 2013 | — | $ | — | — | — | ||||||||||||
Outstanding as result of the merger | 62,140 | 4 | — | 9 | |||||||||||||
Granted | 81,298 | 1.6 | — | 4.5 | |||||||||||||
Expired | -130 | 4 | — | — | |||||||||||||
Outstanding at December 31. 2014 | 143,308 | $ | 2.64 | — | 6.46 | ||||||||||||
Leases
Leases | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
Leases | Note 9. | Leases | |||
The terms of our current facilities leases vary from 3 months’ notice for part of the German and 6 month notice for the Poland facility to a term agreement until June 30, 2015 for the laboratory facility in the Chicago area and until July 31, 2018 for the Orlando facility. The monthly rent for the Orlando facility will increase from currently $2,345 to $ 2,563 per month in the last year. The previous down town Chicago facility lease contract term is October 30, 2016 with a monthly lease of $4,270. This facility currently is subleased at $3,816 per month. Total rental expenses was $157,136 in 2014. The following table is not reduced by the sub-lease income of the Chicago facility. | |||||
Future minimum annual lease obligations under these leases as of December 31, 2014 are: | |||||
Operating | |||||
Year | Leases | ||||
(in thousands) | |||||
2015 | $ | 112 | |||
2016 | 72 | ||||
2017 | 33 | ||||
2018 | 18 | ||||
2019 | |||||
Total | $ | 235 | |||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Taxes | Note 10. | Income Taxes | ||||||
The provision for income taxes consists of the following for the years ended December 31 (in thousands). | ||||||||
2014 | 2013 | |||||||
Federal | $ | 129 | $ | 19 | ||||
State and local | — | — | ||||||
Foreign | -25 | — | ||||||
Total income tax expense | $ | 104 | $ | 19 | ||||
2014 | 2013 | |||||||
Current | 152 | 51 | ||||||
Deferred | -48 | -32 | ||||||
Total Income Tax Expense | 104 | 19 | ||||||
At December 31, 2013, Medite had a deferred tax asset on the books of its US subsidiary of approximately $129,000, mostly as a result of prior year net operating loss carryforwards. Upon the consummation of the merger, the Company determined that the deferred tax asset had to be allowed for due to the subsidiary now be consolidated with the former CytoCore for income tax reporting purposes in the United States. The effect was to increase current year income tax expense by $129,000. | ||||||||
For the years ended December 31, 2014 and 2013, the provision for income taxes differs from the expected tax provision computed by applying the U.S. federal statutory rate to income before taxes as a result of the following: | ||||||||
2014 | 2013 | |||||||
Statutory U.S. federal rate | -35 | % | 25 | % | ||||
Permanent differences | — | — | ||||||
Change in estimate of German tax rates | -10 | % | — | |||||
Application of valuation allowance to US deferred tax assets upon merger | 18 | % | — | |||||
Other | — | — | ||||||
Valuation allowance | 44 | % | — | % | ||||
Provision for income tax expense(benefit) | 17 | % | 25 | % | ||||
The significant components of the Company’s deferred tax assets and liabilities are as follows: | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Deferred Tax Assets: | ||||||||
Net Operating Loss Carryforwards | $ | 24,500 | 129 | |||||
Accounts receivable timing differences | 115 | 156 | ||||||
Property, plant and equipment | 93 | |||||||
Total Deferred Tax Assets | 24,708 | 285 | ||||||
Deferred Tax Liabilities: | ||||||||
Inventory Adjustment | - | -16 | ||||||
Other | -39 | - | ||||||
Total Deferred Tax Liabilities | -39 | -16 | ||||||
Net Deferred Tax Asset | 24,669 | 269 | ||||||
Valuation Allowance | -24,500 | - | ||||||
Net Deferred Tax Asset | $ | 169 | 269 | |||||
At December 31, 2014, the former CytoCore had net operating loss carry forwards for U.S. federal income tax of approximately $70 million, which will begin to expire in 2018. In 2013 and 2014 the former CytoCore allowed its wholly owned subsidiaries to be administratively dissolved which resulted in the probable loss of their net operating loss carryforwards of approximately $3 million. | ||||||||
For financial reporting purposes, the entire amount of deferred tax assets related principally to the net operating loss carry forwards has been offset by a valuation allowance due to uncertainty regarding the realization of the assets. | ||||||||
In 2013 and 2014 the former CytoCore had a change in ownership greater than 50%. The result of these changes is that the net operating loss carryforwards derived from US tax losses have become subject to the limitation requirements of Section 382 of the Internal Revenue Code in the United States. Section 382 requires that the Company obtain a special valuation that will allow it to calculate the yearly allowable percentage of its net operating loss carryforwards that will be usable in a given year over the next 20 years. | ||||||||
Tax Uncertainties | ||||||||
The Company follows the provisions of FASC 740-10 in accounting for uncertainty in income taxes. This guidance prescribes recognition and measurement parameters for the financial statement recognition and measurement of tax positions taken or expected to be taken in the Company’s tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. | ||||||||
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. The periods subject to examination for the Company’s tax returns are for the years 2012, 2012 and 2013. The Company believes that its income tax filing positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. | ||||||||
The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in thousands): | ||||||||
Amount | ||||||||
Gross Unrecognized tax benefits at December 31, 2013 | $ | — | ||||||
Increases in tax positions for current year | — | |||||||
Settlements | — | |||||||
Lapse in statute of limitations | — | |||||||
Gross Unrecognized tax benefits at December 31, 2014 | $ | — | ||||||
The Company is subject to U.S. federal income tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective taxing jurisdictions. | ||||||||
The Company’s accounting policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company has not accrued interest for any periods. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and contingencies | Note 11. | Commitments and contingencies | |
Legal Proceedings | |||
Settled in 2014 | |||
None | |||
Pending as of December 31, 2014 | |||
In 2014, we became subject to a lawsuit brought by D&D Technologies, Inc. (“D&D”) in the state of New Jersey for breach of contract and breach of implied covenant of good faith that occurred in 2013 and prior by the former CytoCore for failure to pay for past contractual services. The original complaint was dismissed and then refiled by D&D. D&D is seeking damages over $86,000 plus equitable relief. In 2015, the Company and D&D engaged in settlement negotiations and at the time of this filing had verbally agreed to settle the matter for approximately $15,000, however, no formal written settlement has yet been entered into. | |||
CytoGlobe is subject to a court settlement on an alleged breach of the German competition law with Hologic Deutschland GmbH from August 2013. Both parties appealed the district court verdict at the higher regional court in September 2013, however at this time, the court has not schedule any further action and until such time as it does, the matter is at a standstill. As part of the decision from the local court, which the Company is appealing, the Company could be subject to a penalty up to a maximum of $304,000 if in the future it is found by the court to have improperly infringed on the product design of Hologic Deutchland GmbH. | |||
Other Commitments | |||
As a result of cash constraints experienced by the former CytoCore, the Illinois Franchise Taxes due for the year 2013, 2012, 2011, 2010 and 2009 have not been filed or paid. The Company believes that it has made adequate provision for the liability including penalties and interest. As the Company has moved its corporate headquarters out of the state of Illinois, it does not expect its liability going forward to increase substantially. | |||
Segment_Information
Segment Information | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||
Segment Information | Note 12. | Segment Information | ||||||||||||||||||
The Company operates in one operating segment. However, the Company has assets and operations in the United States and Germany. The following table shows the breakdown of our operations and assets by Country (in thousands): | ||||||||||||||||||||
United States | Germany | Poland | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||
Total Assets | $ | 9,387 | $ | 811 | $ | 6,989 | $ | 7,359 | $ | 63 | $ | - | ||||||||
Property & equipment, net | 98 | 17 | 1,985 | 1,850 | 8 | - | ||||||||||||||
Intangible Assets | 8,315 | 2 | 58 | 63 | 4 | - | ||||||||||||||
Revenues | 1,349 | 673 | 9,633 | 9,285 | 1 | - | ||||||||||||||
Net income (loss) | -730 | -20 | 76 | 74 | -45 | - | ||||||||||||||
Subsequent_Event
Subsequent Event | 12 Months Ended | ||
Dec. 31, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Event | Note 13. | Subsequent Event | |
During 2015, the company issued 240,625 shares of unregistered stock to qualified individuals under SEC Rule 144 at $1.60 for proceeds of $385,000. | |||
On February 23, 2015, The Company reached an agreement with Ventana Medical Systems, Inc. whereby both parties have agreed that Ventana Medical Systems, Inc. accept $38,281 as payment in full for all outstanding principal and accrued interest. As part of this agreement Ventana Medical Systems, Inc. has agreed to convert $1.75 million stated value of Series D Preferred stock and all outstanding accrued dividends of $656,250 for 12,000 shares of the company common stock. | |||
To date the Company has reached a verbal settlement regarding outstanding litigation with D&D Technology which calls for a final payment of $15,000 by MEDITE to D&D Technology, the written settlement is pending. All expected liabilities are accrued in our financial statement. | |||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Principle of Consolidation, Basis of Presentation and Significant Estimates | Principle of Consolidation, Basis of Presentation and Significant Estimates | |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. | ||
In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Significant assumptions are required in the valuation of the allowance for doubtful accounts and inventory, valuation of intangible assets acquired in the reverse merger and deferred tax asset valuations. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. | ||
Revenue Recognition | Revenue Recognition | |
The Company derives its revenue primarily from the sale of medical products and supplies for the diagnosis and prevention of cancer. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred; (3) the selling price of the product is fixed or determinable; and (4) collectability is reasonably assured. The Company generates the majority of its revenue from the sale of inventory. The Company recognizes revenue when title and risk of loss transfer to the customer and all other revenue recognition criteria have been met. For a small subset of sales, the Company and its customers agree in the sales contract that risk of loss and title transfer upon the Company packing the items for shipment, segregating the items packaged and notifying the Customer that their items are ready for pickup. The Company records such sales at time of completed packaging and segregation of the items from general inventory and notification has been confirmed by the customer. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
The Company considers all cash on deposit and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. | ||
Property and Equipment | Property and Equipment | |
Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: | ||
Buildings | 33 yrs | |
Machinery and equipment | 3-10yrs | |
Office furniture and equipment | 2-10 yrs | |
Vehicles | 5 yrs | |
Computer equipment | 3-5 yrs | |
Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized. | ||
Research and Development | Research and Development | |
All research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, testing, developing and validating the manufacturing process, and regulatory related costs. | ||
Acquired In-Process Research and Development | Acquired In-Process Research and Development | |
Acquired in-process research and development (“IPR&D”) that the Company acquires through business combinations represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, Medite will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D intangible asset is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. | ||
Impairment or Disposal of Long-Lived Assets Including Finite Lived Intangibles | Impairment or Disposal of Long-Lived Assets Including Finite Lived Intangibles | |
At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. | ||
Impairment of Indefinite Lived Intangible Assets Other Than Goodwill | Impairment of Indefinite Lived Intangible Assets Other Than Goodwill | |
The Company has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if the Company concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Financial Accounting Standards Board Codification Subtopic 350-30. | ||
Goodwill | Goodwill | |
We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. | ||
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. | ||
The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. | ||
Stock Based Compensation | Stock Based Compensation | |
We follow the guidance of FASB ASC 718-10, which requires that share-based payments be reflected as an expense based upon the grant-date fair value of those awards. The expense is recognized over the remaining vesting periods of the awards, if any. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |
The carrying value of accounts receivable, accounts payable, accrued expenses and notes payable approximate their respective fair values due to their short maturities. | ||
Net Loss Per Share | Net Loss Per Share | |
Basic loss per share is calculated based on the weighted-average number of outstanding common shares. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. MEDITE’s calculation of diluted net loss per share excludes potential common shares as of December 31, 2014 and 2013 as the effect would be anti-dilutive (i.e. would reduce the loss per share). | ||
In accordance with SEC Accounting Series Release 280, the Company computes its income or loss applicable to common stock holders by subtracting dividends on preferred stock, including undeclared or unpaid dividends if cumulative, from it reported net loss and reports the same on the face of its statement of operations. | ||
Income Taxes | Income Taxes | |
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of currently due plus deferred taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting carrying amounts and the respective tax bases of assets and liabilities, and are measured using tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Valuation allowances are provided against deferred tax assets if it is more likely than not that the deferred tax assets will not be realized. | ||
The Company follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This Interpretation prescribes a comprehensive model for financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. | ||
Legal Fees Associated with Loss Contingencies | Legal Fees Associated with Loss Contingencies | |
It is the Company’s policy to estimate and accrue for its potential legal fees at the time of loss when it incurs a loss contingency that will require the services of legal professionals. Changes over time to the estimate of total legal fees to be incurred are expensed at the time of the change in estimate. | ||
Recasting of Certain Prior Period Information | Recasting of Certain Prior Period Information | |
During 2014, we changed our reporting to show depreciation and amortization as its own line item within our statement of operations and comprehensive income. We have updated the results from 2013 to reflect these changes in 2014. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2017. Early adoption is not permitted. The Company is currently assessing the impact of adoption on its consolidated financial statements. | ||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Property Plant And Equipment Useful Life | Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: | |
Buildings | 33 yrs | |
Machinery and equipment | 3-10yrs | |
Office furniture and equipment | 2-10 yrs | |
Vehicles | 5 yrs | |
Computer equipment | 3-5 yrs | |
Reverse_Merger_Tables
Reverse Merger (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | In connection with the merger, the consideration paid, and the assets acquired and liabilities assumed, recorded at fair value on the date of acquisition, are summarized in the following table: | ||||
In thousands | |||||
Net assets acquired | |||||
Cash | $ | 1 | |||
Other current assets | 12 | ||||
Property and equipment | 81 | ||||
Trade name /trademark | 1,240 | ||||
In-Process research and development | 4,620 | ||||
Goodwill | 2,453 | ||||
$ | 8,407 | ||||
Liabilities assumed | |||||
Accounts payable & accrued expenses | $ | 3,220 | |||
Related party advances | 102 | ||||
Loans payable | 21 | ||||
$ | 3,343 | ||||
Net identifiable assets/consideration paid | $ | 5,064 | |||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory | The following is a summary of the components of inventories (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 1,229 | $ | 1,748 | ||||
Work in progress | 33 | 137 | ||||||
Finished Goods | 2,153 | 2,068 | ||||||
$ | 3,415 | $ | 3,953 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | The following is a summary of the components of property and equipment as of (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 233 | $ | 244 | ||||
Buildings | 1,291 | 1,352 | ||||||
Machinery and equipment | 529 | 407 | ||||||
Office furniture and equipment | 265 | 240 | ||||||
Vehicles | 103 | 39 | ||||||
Computer equipment | 110 | 86 | ||||||
Construction in progress | 559 | 386 | ||||||
Less: Accumulated depreciation | -999 | -887 | ||||||
$ | 2,091 | $ | 1,867 | |||||
Bank_Debts_and_Line_of_Credit_
Bank Debts and Line of Credit (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Outstanding note payable indebtedness | Our outstanding note payable indebtedness was as follows as of (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Hannoversche Volksbank credit line #1 | $ | 1,880 | $ | 2,092 | ||||
Hannoversche Volksbank credit line #2 | 465 | 444 | ||||||
Hannoversche Volksbank term loan #1 | 135 | 211 | ||||||
Hannoversche Volksbank term loan #2 | 81 | 138 | ||||||
Hannoversche Volksbank term loan #3 | 270 | 393 | ||||||
Ventana Medical Systems, Inc. Promissory Note | 21 | - | ||||||
Related party advances | 110 | - | ||||||
DZ Equity Partners Participation rights | 912 | 1,032 | ||||||
$ | 3,874 | $ | 4,310 | |||||
Schedule of Maturities of Long-term Debt | The following table summarizes the maturities of the Company’s outstanding long-term indebtedness, at December 31, 2014 over the following five years (in thousands): | |||||||
Year | ||||||||
2015 | $ | 189 | ||||||
2016 | 1,074 | |||||||
2017 | 68 | |||||||
2018 | 67 | |||||||
2019 | - | |||||||
Total | $ | 1,398 | ||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Accrued expenses include the following at December 31: | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Accrued taxes and withholdings | $ | 445 | 211 | |||||
Accrued warranty reserve | 46 | 98 | ||||||
Accrued wages | 2,064 | 57 | ||||||
Other accrued expenses | 623 | 120 | ||||||
Total | $ | 3,178 | $ | 486 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Schedule of Earnings (loss) Per Share | A reconciliation of the numerator and the denominator used in the calculation of earnings (loss) per share is as follows: | ||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Basic and Diluted: | |||||||||||||||||
Reported net loss (in thousands) | $ | -699 | $ | 54 | |||||||||||||
Less unpaid and undeclared preferred stock dividends | -109 | - | |||||||||||||||
Net loss applicable to common stockholder | $ | -808 | $ | 54 | |||||||||||||
Weighted average common shares outstanding | 18,116,000 | 14,687,500 | |||||||||||||||
Net income (loss) per common share | $ | -0.04 | $ | 0 | |||||||||||||
Summary of Company's Preferred Stock | A summary of the Company’s preferred stock as of December 31 is as follows. All calculations reflect the post-split calculations of 1 share for every 100 common shares which became effective March 2015 for all common stock and common stock equivalents. | ||||||||||||||||
Shares Issued & | Preferred Stock Dividends | ||||||||||||||||
Shares | Outstanding | Undeclared and Unpaid | |||||||||||||||
Offering | Authorized | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Series A convertible | 590,197 | 47,250 | 47,250 | — | — | ||||||||||||
Series B convertible, 10% cumulative | 1,500,000 | 93,750 | 93,750 | 28,125 | — | ||||||||||||
Series C convertible, 10% cumulative | 1,666,666 | 38,333 | 38,333 | 8,625 | — | ||||||||||||
Series D convertible, 10% cumulative | 300,000 | 175,000 | 175,000 | 41,250 | — | ||||||||||||
Series E convertible, 10% cumulative | 800,000 | 19,022 | 19,022 | 31,500 | — | ||||||||||||
Undesignated Preferred Series | 5,143,137 | — | — | — | — | ||||||||||||
Total Preferred Stock | 10,000,000 | 373,355 | 373,355 | 109,500 | — | ||||||||||||
Summary of Preferred Stock Terms | Summary of Preferred Stock Terms | ||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $4.50 per share, $212,625 | ||||||||||||||||
Conversion Price: | $10,303 per share | ||||||||||||||||
Conversion Rate: | 0.00044—Liquidation Value divided by Conversion Price ($4.50/$10,303) | ||||||||||||||||
Voting Rights: | None | ||||||||||||||||
Dividends: | None | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $4.00 per share, $375,000 | ||||||||||||||||
Conversion Price: | $1,000 per share | ||||||||||||||||
Conversion Rate: | 0.0040—Liquidation Value divided by Conversion Price ($4.00/$1,000) | ||||||||||||||||
Voting Rights: | None | ||||||||||||||||
Dividends: | 10%—Quarterly—Commencing March 31, 2001 | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Cumulative dividends in arrears at December 31, 2014 were $520,665 | |||||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $3.00 per share, $115,000 | ||||||||||||||||
Conversion Price: | $600 per share | ||||||||||||||||
Conversion Rate: | 0.0050—Liquidation Value divided by Conversion Price ($3.00/$600) | ||||||||||||||||
Voting Rights: | None | ||||||||||||||||
Dividends: | 10%—Quarterly—Commencing March 31, 2002 | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Cumulative dividends in arrears at December 31, 2014 were $151,413 | |||||||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $1,000 per share, $ 525,000 | ||||||||||||||||
Conversion Price: | $1,000 per share | ||||||||||||||||
Conversion Rate: | .01—Liquidation Value divided by Conversion Price ($10.00/$1,000) | ||||||||||||||||
Voting Rights: | None | ||||||||||||||||
Dividends: | 10%—Quarterly—Commencing April 30, 2002 | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Cumulative dividends in arrears at December 31, 2014 were $ 660,000 | |||||||||||||||||
Series E Convertible Preferred Stock | |||||||||||||||||
Liquidation Value: | $22.00 per share, $418,488 | ||||||||||||||||
Conversion Price: | $800.00 per share | ||||||||||||||||
Conversion Rate: | .0275—Liquidation Value divided by Conversion Price ($22.00/$800) | ||||||||||||||||
Voting Rights: | Equal in all respects to holders of common shares | ||||||||||||||||
Dividends: | 10%—Quarterly—Commencing May 31, 2002 | ||||||||||||||||
Conversion Period: | Any time | ||||||||||||||||
Cumulative dividends in arrears at December 31, 2014 were $558,173 | |||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | Warrants outstanding | ||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Aggregate | Remaining | |||||||||||||||
Options and | Exercise | Intrinsic | Contractual | ||||||||||||||
Warrants | Price | Value | Life (Years) | ||||||||||||||
Outstanding at December 31, 2012 | — | $ | — | — | — | ||||||||||||
Granted | — | $ | — | — | — | ||||||||||||
Exercised | — | — | — | — | |||||||||||||
Expired | — | — | — | — | |||||||||||||
Outstanding at December 31, 2013 | — | $ | — | — | — | ||||||||||||
Outstanding as result of the merger | 62,140 | 4 | — | 9 | |||||||||||||
Granted | 81,298 | 1.6 | — | 4.5 | |||||||||||||
Expired | -130 | 4 | — | — | |||||||||||||
Outstanding at December 31. 2014 | 143,308 | $ | 2.64 | — | 6.46 | ||||||||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum annual lease obligations under these leases as of December 31, 2014 are: | ||||
Operating | |||||
Year | Leases | ||||
(in thousands) | |||||
2015 | $ | 112 | |||
2016 | 72 | ||||
2017 | 33 | ||||
2018 | 18 | ||||
2019 | |||||
Total | $ | 235 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Federal Income Tax Note | The provision for income taxes consists of the following for the years ended December 31 (in thousands). | |||||||
2014 | 2013 | |||||||
Federal | $ | 129 | $ | 19 | ||||
State and local | — | — | ||||||
Foreign | -25 | — | ||||||
Total income tax expense | $ | 104 | $ | 19 | ||||
2014 | 2013 | |||||||
Current | 152 | 51 | ||||||
Deferred | -48 | -32 | ||||||
Total Income Tax Expense | 104 | 19 | ||||||
Federal Statutory Rate To Income Before Taxes | For the years ended December 31, 2014 and 2013, the provision for income taxes differs from the expected tax provision computed by applying the U.S. federal statutory rate to income before taxes as a result of the following: | |||||||
2014 | 2013 | |||||||
Statutory U.S. federal rate | -35 | % | 25 | % | ||||
Permanent differences | — | — | ||||||
Change in estimate of German tax rates | -10 | % | — | |||||
Application of valuation allowance to US deferred tax assets upon merger | 18 | % | — | |||||
Other | — | — | ||||||
Valuation allowance | 44 | % | — | % | ||||
Provision for income tax expense(benefit) | 17 | % | 25 | % | ||||
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities are as follows: | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Deferred Tax Assets: | ||||||||
Net Operating Loss Carryforwards | $ | 24,500 | 129 | |||||
Accounts receivable timing differences | 115 | 156 | ||||||
Property, plant and equipment | 93 | |||||||
Total Deferred Tax Assets | 24,708 | 285 | ||||||
Deferred Tax Liabilities: | ||||||||
Inventory Adjustment | - | -16 | ||||||
Other | -39 | - | ||||||
Total Deferred Tax Liabilities | -39 | -16 | ||||||
Net Deferred Tax Asset | 24,669 | 269 | ||||||
Valuation Allowance | -24,500 | - | ||||||
Net Deferred Tax Asset | $ | 169 | 269 | |||||
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in thousands): | |||||||
Amount | ||||||||
Gross Unrecognized tax benefits at December 31, 2013 | $ | — | ||||||
Increases in tax positions for current year | — | |||||||
Settlements | — | |||||||
Lapse in statute of limitations | — | |||||||
Gross Unrecognized tax benefits at December 31, 2014 | $ | — | ||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||
Schedule of Segment Reporting Information | The Company operates in one operating segment. However, the Company has assets and operations in the United States and Germany. The following table shows the breakdown of our operations and assets by Country (in thousands): | |||||||||||||||||||
United States | Germany | Poland | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||
Total Assets | $ | 9,387 | $ | 811 | $ | 6,989 | $ | 7,359 | $ | 63 | $ | - | ||||||||
Property & equipment, net | 98 | 17 | 1,985 | 1,850 | 8 | - | ||||||||||||||
Intangible Assets | 8,315 | 2 | 58 | 63 | 4 | - | ||||||||||||||
Revenues | 1,349 | 673 | 9,633 | 9,285 | 1 | - | ||||||||||||||
Net income (loss) | -730 | -20 | 76 | 74 | -45 | - | ||||||||||||||
The_Company_and_Basis_of_Prese1
The Company and Basis of Presentation - Additional Information (Detail) | Apr. 30, 2014 |
Medite Enterprise [Member] | |
Organization And Nature Of Operations [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Common Stock, Shares, Outstanding | 14,687,500 |
Common Stock, Shares, Issued | 14,687,500 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 33 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office furniture and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office furniture and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Reverse_Merger_Estimated_Purch
Reverse Merger - (Estimated Purchase Price Allocation) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Net assets acquired | ||
Cash | $1 | |
Other current assets | 12 | |
Property and equipment | 81 | |
Trade name /trademark | 1,240 | |
In-Process research and development | 4,620 | |
Goodwill | 2,453 | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 8,407 | |
Liabilities assumed | ||
Accounts payable & accrued expenses | 3,220 | |
Related party advances | 102 | |
Loans payable | 21 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 3,343 | |
Net identifiable assets/consideration paid | $5,064 |
Reverse_Merger_Additional_Info
Reverse Merger - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Apr. 04, 2014 | Apr. 03, 2014 |
Business Acquisition [Line Items] | |||
Value of shares issued on acquisitions | $5,064 | ||
Medite Enterprises, inc [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from private placement | 1,500 | 1,529 | |
Number of shares issued on acquisitions | 14,687,500 | ||
Number of shares issued | 955,875 | ||
Percentage of ownership interests acquired | 100.00% | ||
Reverse Acquisition Percentage Of Share Issued | 81.10% | ||
Business Combination Consideration Outstanding Shares | 3,502,700 | ||
Business Combination Consideration Outstanding Shares Per Share | $1.60 | ||
In Process Research And Development Amortized Term | 15 years | ||
Medite Enterprises, inc [Member] | Accrued Payroll Settlement [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares issued on acquisitions | 697,234 | ||
Value of shares issued on acquisitions | 1,610 | ||
Number of additional shares issued on acquisitions | 312,500 | ||
Minimum [Member] | Medite Enterprises, inc [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from private placement | $2,000 |
Inventories_Summary_of_the_Com
Inventories - (Summary of the Components of Inventories) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ||
Raw materials | $1,229 | $1,748 |
Work in progress | 33 | 137 |
Finished Goods | 2,153 | 2,068 |
Inventory, Net | $3,415 | $3,953 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Land | $233 | $244 |
Buildings | 1,291 | 1,352 |
Machinery and equipment | 529 | 407 |
Office furniture and equipment | 265 | 240 |
Vehicles | 103 | 39 |
Computer equipment | 110 | 86 |
Construction in progress | 559 | 386 |
Less: Accumulated depreciation | -999 | -887 |
Total | $2,091 | $1,867 |
Bank_Debts_and_Lines_of_Credit
Bank Debts and Lines of Credit (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $3,874 | $4,310 |
Hannoversech Volksbank Credit line 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 1,880 | 2,092 |
Hannoversech Volksbank Credit line 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 465 | 444 |
Hannoversech Volksbank term loan 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 135 | 211 |
Hannoversech Volksbank term loan 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 81 | 138 |
Hannoversech Volksbank term loan 3 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 270 | 393 |
Ventana Medical Systems, Inc. Promissory Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 21 | 0 |
Related party advances [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 110 | 0 |
DZ Equity Partners Participation rights [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $912 | $1,032 |
Bank_Debts_and_Lines_of_Credit1
Bank Debts and Lines of Credit (Detail1) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
2015 | $189 |
2016 | 1,074 |
2017 | 68 |
2018 | 67 |
2019 | 0 |
Total | $1,398 |
Bank_Debts_and_Lines_of_Credit2
Bank Debts and Lines of Credit - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Feb. 23, 2015 | |
Chief Executive Officer And Chairman [Member] | Participation Rights Agreement In March 2009 [Member] | Participation Rights Agreement In March 2009 [Member] | Participation Rights Agreement In March 2009 [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | CytoGlobe, GmbH, Burgdorf [Member] | Ventana Medical Systems, Inc [Member] | Ventana Medical Systems, Inc [Member] | |
USD ($) | EUR (€) | Tranche One [Member] | Tranche Two [Member] | Unused lines of Credit [Member] | Hannoversech Volksbank Credit lines 1 Issued in July 2006 [Member] | Hannoversech Volksbank Credit lines 1 Issued in July 2006 [Member] | Hannoversech Volksbank Credit lines 1 Issued in July 2006 [Member] | Hannoversech Volksbank Credit lines 1 Issued in July 2006 [Member] | Hannoversech Volksbank term loan 1 Issued in December 2006 [Member] | Hannoversech Volksbank term loan 2 Issued in June 2006 [Member] | Hannoversech Volksbank term loan 3 Issued in November 2008 [Member] | Hannoversech Volksbank Credit line 3 Issued in June 2012 [Member] | USD ($) | Subsequent Event [Member] | |
EUR (€) | EUR (€) | EUR (€) | EUR (€) | Subsequent Event [Member] | Subsequent Event [Member] | EUR (€) | EUR (€) | EUR (€) | EUR (€) | USD ($) | |||||
EUR (€) | EUR (€) | ||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument face amount | € 1,500,000 | € 750,000 | € 750,000 | € 500,000 | € 400,000 | € 400,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.15% | 3.77% | 3.40% | 3.60% | 4.70% | 3.77% | |||||||||
Debt instrument maturity period | Sep-16 | Jun-16 | 31-Dec-18 | ||||||||||||
Principal repayments | 27,780 | 22,220 | 13,890 | ||||||||||||
Interest expense, related party | 1,700 | ||||||||||||||
Repayments of Related Party Debt | 10,000 | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,800,000 | 1,600,000 | 400,000 | ||||||||||||
Line of Credit Facility, Increase (Decrease), Net | 500,000 | ||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.00% | 8.00% | |||||||||||||
Line of Credit, Current | 150,000 | ||||||||||||||
Notes Payable, Current | 21,000 | ||||||||||||||
Repayments of Debt | 38,281 | ||||||||||||||
Dividends Payable, Current | 656,250 | ||||||||||||||
Due To Related Parties Current | 121,700 | ||||||||||||||
Agreed To Convert Of Preferred Stock For Common Stock | $1,750,000 | ||||||||||||||
Number Of Stock To Be Converted From Preferred Stock | 12,000 |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued taxes and withholdings | $445 | $211 |
Accrued warranty reserve | 46 | 98 |
Accrued wages | 2,064 | 57 |
Other accrued expenses | 623 | 120 |
Total | $3,178 | $486 |
Reconciliation_of_Numerator_an
Reconciliation of Numerator and Denominator Used in Calculation of Loss Per Share (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Basic and Diluted: | ||
Reported net loss (in thousands) | ($699) | $54 |
Less unpaid and undeclared preferred stock dividends | 109 | 0 |
Net loss applicable to common stockholder | ($808) | $54 |
Weighted average common shares outstanding | 18,116,000 | 14,687,500 |
Net income (loss) per common share | ($0.04) | $0 |
Summary_of_Preferred_Stock_Det
Summary of Preferred Stock (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Shares Issued | 373,355 | 373,355 |
Dividends, Preferred Stock, Stock | $109,500 | $0 |
Preferred Stock, Shares Outstanding | 373,355 | 373,355 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 590,197 | 590,197 |
Preferred Stock Shares Issued | 47,250 | 47,250 |
Dividends, Preferred Stock, Stock | 0 | 0 |
Preferred Stock, Shares Outstanding | 47,250 | 47,250 |
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 |
Preferred Stock Shares Issued | 93,750 | 93,750 |
Dividends, Preferred Stock, Stock | 28,125 | 0 |
Preferred Stock, Shares Outstanding | 93,750 | 93,750 |
Series C Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 1,666,666 | 1,666,666 |
Preferred Stock Shares Issued | 38,333 | 38,333 |
Dividends, Preferred Stock, Stock | 8,625 | 0 |
Preferred Stock, Shares Outstanding | 38,333 | 38,333 |
Series D Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 300,000 | 300,000 |
Preferred Stock Shares Issued | 175,000 | 175,000 |
Dividends, Preferred Stock, Stock | 41,250 | 0 |
Preferred Stock, Shares Outstanding | 175,000 | 175,000 |
Series E Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 800,000 | 800,000 |
Preferred Stock Shares Issued | 19,022 | 19,022 |
Dividends, Preferred Stock, Stock | 31,500 | 0 |
Preferred Stock, Shares Outstanding | 19,022 | 19,022 |
Undesignated Preferred Series [Member] | ||
Preferred Stock, Shares Authorized | 5,143,137 | 5,143,137 |
Preferred Stock Shares Issued | 0 | 0 |
Dividends, Preferred Stock, Stock | $0 | $0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Summary_of_Preferred_Stock_Par
Summary of Preferred Stock (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series C Convertible Preferred Stock [Member] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series E Convertible Preferred Stock [Member] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Summary_of_Preferred_Stock_Ter
Summary of Preferred Stock Terms (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Preferred Stock, Liquidation Value | $2,871,000 | |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | 212,625 | |
Preferred Stock, Conversion Price | $10,303 | |
Preferred Stock, Conversion Rate | 0.00% | |
Preferred Stock, Voting Rights | None | |
Preferred Stock, Dividends | 0.00% | |
Preferred Stock, Conversion Period | Any time | |
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | 375,000 | |
Preferred Stock, Conversion Price | $1,000 | |
Preferred Stock, Conversion Rate | 0.00% | |
Preferred Stock, Voting Rights | None | |
Preferred Stock, Dividends | 10.00% | 10.00% |
Preferred Stock, Conversion Period | Any time | |
Preferred Stock, Cumulative and undeclared dividends in arrears | 520,665 | |
Series C Convertible Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | 115,000 | |
Preferred Stock, Conversion Price | $600 | |
Preferred Stock, Conversion Rate | 0.01% | |
Preferred Stock, Voting Rights | None | |
Preferred Stock, Dividends | 10.00% | 10.00% |
Preferred Stock, Conversion Period | Any time | |
Preferred Stock, Cumulative and undeclared dividends in arrears | 151,413 | |
Series D Convertible Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | 525,000 | |
Preferred Stock, Conversion Price | $1,000 | |
Preferred Stock, Conversion Rate | 0.01% | |
Preferred Stock, Voting Rights | None | |
Preferred Stock, Dividends | 10.00% | 10.00% |
Preferred Stock, Conversion Period | Any time | |
Preferred Stock, Cumulative and undeclared dividends in arrears | 660,000 | |
Series E Convertible Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | 418,488 | |
Preferred Stock, Conversion Price | $800 | |
Preferred Stock, Conversion Rate | 0.03% | |
Preferred Stock, Voting Rights | Equal in all respects to holders of common shares | |
Preferred Stock, Dividends | 10.00% | 10.00% |
Preferred Stock, Conversion Period | Any time | |
Preferred Stock, Cumulative and undeclared dividends in arrears | $558,173 |
Summary_of_Preferred_Stock_Ter1
Summary of Preferred Stock Terms (Parenthetical) (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Series A Convertible Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $4.50 |
Series B Convertible Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $4 |
Preferred stock, frequency of dividend payment | Quarterly |
Preferred stock, dividend date of commencement | 31-Mar-01 |
Series C Convertible Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $3 |
Preferred stock, frequency of dividend payment | Quarterly |
Preferred stock, dividend date of commencement | 31-Mar-02 |
Series D Convertible Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $1,000 |
Preferred stock, frequency of dividend payment | Quarterly |
Preferred stock, dividend date of commencement | 30-Apr-02 |
Series E Convertible Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $22 |
Preferred stock, frequency of dividend payment | Quarterly |
Preferred stock, dividend date of commencement | 31-May-02 |
Stockholders_Equity_Warrants_A
Stockholders' Equity (Warrants And Options Issued Outside Of The Plan For Employee Compensation) (Detail) (Warrants and Stock Options [Member], USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Options and Warrants, Opening Balance | 0 | ||
Options and Warrants, Granted | 0 | ||
Options and Warrants, Exercised | 0 | ||
Options and Warrants, Expired | 0 | ||
Options and Warrants, Ending Balance | 0 | 0 | |
Weighted Average Exercise Price, Opening Balance | $0 | ||
Weighted Average Exercise Price, Granted | $0 | ||
Weighted Average Exercise Price, Exercised | $0 | ||
Weighted Average Exercise Price, Expired | $0 | ||
Weighted Average Exercise Price, Ending Balance | $0 | $0 | |
Aggregate Intrinsic Value, Opening Balance | $0 | ||
Aggregate Intrinsic Value, Granted | 0 | ||
Aggregate Intrinsic Value, Exercised | 0 | ||
Aggregate Intrinsic Value, Expired | 0 | ||
Aggregate Intrinsic Value, Ending Balance | 0 | 0 | |
Weighted Average Remaining Contractual Life(Years),Outstanding | 0 years | 0 years | |
Warrants Outstanding Granted Weighted Average Remaining Contractual Term | 0 years | ||
Warrants Outstanding Exercised Weighted Average Remaining Contractual Term | 0 years | ||
Warrants Outstanding Expired Weighted Average Remaining Contractual Term | 0 years | ||
Result of Merger [Member] | |||
Options and Warrants, Opening Balance | 62,140 | ||
Options and Warrants, Granted | 81,298 | ||
Options and Warrants, Expired | -130 | ||
Options and Warrants, Ending Balance | 62,140 | 143,308 | |
Weighted Average Exercise Price, Opening Balance | $4 | ||
Weighted Average Exercise Price, Granted | $1.60 | ||
Weighted Average Exercise Price, Expired | $4 | ||
Weighted Average Exercise Price, Ending Balance | $4 | $2.64 | |
Aggregate Intrinsic Value, Opening Balance | 0 | ||
Aggregate Intrinsic Value, Granted | 0 | ||
Aggregate Intrinsic Value, Expired | 0 | ||
Aggregate Intrinsic Value, Ending Balance | $0 | $0 | |
Weighted Average Remaining Contractual Life(Years),Outstanding | 9 years | 6 years 5 months 16 days | |
Warrants Outstanding Granted Weighted Average Remaining Contractual Term | 4 years 6 months | ||
Warrants Outstanding Expired Weighted Average Remaining Contractual Term | 0 years |
Stockholders_Equity_Deficit_Ad
Stockholders' Equity (Deficit) - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Stock Issued During Period, Value, New Issues | $1,979 | |
Proceeds from Issuance of Common Stock | $1,979 | $0 |
Officers and Directors [Member] | ||
Equity Method Investment Ownership Number Of Shares Held | 16,661,615 | |
Equity Method Investment, Ownership Percentage | 86.00% | |
Warrants and Stock Options [Member] | ||
Anti-dilutive securities not included in the computation of diluted loss per share | 142,308 | 39 |
Preferred Stock [Member] | ||
Anti-dilutive securities not included in the computation of diluted loss per share | 4,991 | 4,738 |
Restricted Stock [Member] | ||
Stock Issued During Period, Shares, New Issues | 1,237,125 | |
Share Price | $1.60 |
Leases_Future_Minimum_Annual_L
Leases (Future Minimum Annual Lease Payments Under These Leases) (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
2015 | $112 |
2016 | 72 |
2017 | 33 |
2018 | 18 |
2019 | |
Total | $235 |
LeasesAdditional_Information_D
Leases-Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Operating Leases, Rent Expense | $157,136 |
Operating Leases, Rent Expense, Sublease Rentals | 3,816 |
Monthly Lease | 4,270 |
Minimum [Member] | |
Operating Leases, Rent Expense | 2,345 |
Maximum [Member] | |
Operating Leases, Rent Expense | $2,563 |
Income_Taxes_Provision_For_Fed
Income Taxes (Provision For Federal Income Taxes) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Federal | $129 | $19 |
State and local | 0 | 0 |
Foreign | -25 | 0 |
Total income tax expense | $104 | $19 |
Income_Taxes_Provision_For_Def
Income Taxes (Provision For Deferred Income Taxes) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current | $152 | $51 |
Deferred | 80 | -33 |
Total Income Tax Expense | $104 | $19 |
Income_Taxes_Provision_For_Inc
Income Taxes (Provision For Income Taxes Differs From The Expected Tax Provision) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statutory U.S. federal rate | -35.00% | 25.00% |
Permanent differences | 0.00% | 0.00% |
Change in estimate of German tax rates | -10.00% | 0.00% |
Application of valuation allowance to US deferred tax assets upon merger | 18.00% | 0.00% |
Other | 0.00% | 0.00% |
Valuation allowance | 44.00% | 0.00% |
Provision for income tax expense(benefit) | 17.00% | 25.00% |
Income_Taxes_Significant_Compo
Income Taxes (Significant Components Of The Company's Deferred Tax Assets And Liabilities) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets: | ||
Net Operating Loss Carryforwards | $24,500 | $129 |
Accounts receivable timing differences | 115 | 156 |
Property, plant and equipment | 93 | |
Total Deferred Tax Assets | 24,708 | 285 |
Deferred Tax Liabilities: | ||
Inventory Adjustment | 0 | -16 |
Other | -39 | 0 |
Total Deferred Tax Liabilities | -39 | -16 |
Net Deferred Tax Asset | 24,669 | 269 |
Valuation Allowance | -24,500 | 0 |
Net Deferred Tax Asset | $169 | $269 |
Income_Taxes_Companys_Gross_Un
Income Taxes (Company's Gross Unrecognized Tax Benefits) (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Gross Unrecognized tax benefits at December 31, 2013 | $0 |
Increases in tax positions for current year | 0 |
Settlements | 0 |
Lapse in statute of limitations | 0 |
Gross Unrecognized tax benefits at December 31, 2014 | $0 |
Income_TaxesAdditional_Informa
Income Taxes-Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $70,000,000 | |
Deferred Tax Assets, Net of Valuation Allowance | 169,000 | 269,000 |
Increase (Decrease) in Income Taxes | 129,000 | |
Loss In Net Operating Loss Carry Forwards | 3,000,000 | 3,000,000 |
Minimum Percentage Of Change In Ownership | 50.00% | 50.00% |
Operating Losses Carryforwards Expiration Date | 2018 | |
Percentage Of Income Tax Realized Upon Ultimate Settlement | 50.00% | |
US subsidiary [Member] | ||
Deferred Tax Assets, Net of Valuation Allowance | $129,000 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Line Items] | |
Loss Contingency, Damages Paid, Value | $86,000 |
Agreed To Legal Settlement | $15,000 |
Loss Contingency, Settlement Agreement, Court | As part of the decision from the local court, which the Company is appealing, the Company could be subject to a penalty up to a maximum of $304,000 if in the future it is found by the court to have improperly infringed on the product design of Hologic Deutchland GmbH |
Segment_Information_Detail
Segment Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||
Total Assets | $16,439 | $8,170 |
Property & equipment, net | 2,091 | 1,867 |
Net income (loss) | -699 | 54 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 9,387 | 811 |
Property & equipment, net | 98 | 17 |
Intangible Assets | 8,315 | 2 |
Revenues | 1,349 | 673 |
Net income (loss) | -730 | -20 |
Germany [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 6,989 | 7,359 |
Property & equipment, net | 1,985 | 1,850 |
Intangible Assets | 58 | 63 |
Revenues | 9,633 | 9,285 |
Net income (loss) | 76 | 74 |
Poland [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 63 | 0 |
Property & equipment, net | 8 | 0 |
Intangible Assets | 4 | 0 |
Revenues | 1 | 0 |
Net income (loss) | ($45) | $0 |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended |
Feb. 23, 2015 | Mar. 31, 2015 | |
Subsequent Event [Member] | ||
Stock Issued During Period, Shares, New Issues | 240,625 | |
Shares Issued, Price Per Share | $1.60 | |
Stock Issued During Period, Value, New Issues | $385,000 | |
Repayments of Debt | 38,281 | |
Agreed To Convert Of Preferred Stock For Common Stock | 1,750,000 | |
Dividends Payable, Current | 656,250 | |
Number Of Stock To Be Converted From Preferred Stock | 12,000 | |
Litigation Settlement, Amount | $15,000 |