Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Apr. 12, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | Medite Cancer Diagnostics, Inc. | |
Entity Central Index Key | 75,439 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 3,444,969 | |
Trading Symbol | MDIT | |
Entity Common Stock, Shares Outstanding | 21,055,990 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS € in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Current Assets: | ||
Cash | $ 587 | $ 230 |
Accounts receivable, net of allowance for doubtful accounts of $83 and $200 | 1,798 | 1,991 |
Inventories | 3,075 | 3,415 |
Prepaid expenses and other current assets | 186 | 154 |
Total current assets | 5,646 | 5,790 |
Property and equipment, net | 1,941 | 2,091 |
In-process Research and Development | 4,620 | 4,620 |
Trademarks, trade names | 1,240 | 1,240 |
Goodwill | 4,658 | 4,658 |
Other Assets | 273 | 245 |
Total assets | 18,378 | 18,644 |
Current Liabilities: | ||
Secured lines of credit and current portion of long-term debt | 2,857 | 2,555 |
Notes due to employees, current portion | 202 | |
Account payable and accrued expenses | 3,032 | 4,134 |
Advance - Related Parties | 70 | 110 |
Total current liabilities | 6,161 | 6,799 |
Long term debt, net of current portion | 121 | 1,209 |
Notes due to employees, net of current portion | 725 | 0 |
Deferred tax liability – long-term | 2,205 | 2,205 |
Total Liabilities | 9,212 | $ 10,213 |
Commitments and Contingencies | ||
Stockholders' Equity : | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 198,355 and 373,355 shares issued and outstanding as of December 31, 2015 and 2014, respectively (liquidation value of all classes of preferred stock $2,442 and $2,871 as of December 31, 2015 and 2014, respectively) | 962 | $ 1,487 |
Common stock, $0.001 par value; 35 million shares authorized, 21,055,990 and 19,427,331 issued and outstanding as of December 31, 2015 and 2014, respectively | 21 | 19 |
Additional paid-in capital | 8,340 | 5,763 |
Treasury Stock | (327) | (327) |
Accumulated other comprehensive income (loss) | (609) | (149) |
Retained Earnings | 779 | 1,638 |
Total stockholders' equity | 9,166 | 8,431 |
Total liabilities and stockholders' equity | $ 18,378 | $ 18,644 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 83 | $ 200 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 198,355 | 373,355 |
Preferred stock, shares outstanding | 198,355 | 373,355 |
Preferred Stock, Liquidation Preference, Value | $ 2,442 | $ 2,871 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common Stock, Shares, Issued | 21,055,990 | 19,427,331 |
Common Stock, Shares, Outstanding | 21,055,990 | 19,427,331 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Net Sales | $ 9,887 | $ 10,983 |
Operating Expenses | ||
Cost of revenues | 6,084 | 7,164 |
Depreciation and amortization expense | 177 | 170 |
Research and development | 1,278 | 1,243 |
Selling, general and administrative | 2,947 | 2,800 |
Total cost and expenses | 10,486 | 11,377 |
Operating Loss | (599) | (394) |
Other Expenses | ||
Interest expense, net | 204 | 276 |
Other income | (22) | (75) |
Total other expenses | 182 | 201 |
Loss before income tax expense | (781) | (595) |
Income tax expense | 78 | 104 |
Net loss | (859) | (699) |
Preferred dividend | (78) | (109) |
Net loss available to common stockholders | (937) | (808) |
Statement of Comprehensive Income | ||
Net loss | (859) | (699) |
Other Comprehensive income (loss) | ||
Foreign currency translation adjustments | (460) | (436) |
Comprehensive loss | (1,319) | (1,135) |
Earnings Per Share | ||
Net loss available to common stockholders | $ (937) | $ (808) |
Basic and diluted loss per share | $ (0.05) | $ (0.04) |
Weighted average basic and diluted shares outstanding | 20,194,732 | 18,116,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (859) | $ (699) |
Adjustments to reconcile net loss to cash used in operations | ||
Depreciation and amortization | 177 | 170 |
Deferred tax expense | 78 | 80 |
Non-cash Interest | 0 | 2 |
Changes in assets and liabilities: | ||
Accounts receivable and allowance for doubtful accounts | 193 | (594) |
Inventories | 340 | 146 |
Prepaid expenses and other current assets | (32) | 114 |
Accounts payable and accrued liabilities | (285) | (110) |
Net cash used in operating activities | (388) | (891) |
Cash Flows from Investing activity: | ||
Purchase of other assets | (146) | 0 |
Purchase of Equipment | (208) | (463) |
Cash Acquired in Merger | 0 | 1 |
Net cash used in investing activities | (354) | (462) |
Cash Flows from Financing activities: | ||
Repayments on secured lines of credit and long-term debt | (802) | (162) |
Proceeds from sales of common stock | 2,124 | 1,979 |
Proceeds from secured promissory notes | 500 | 0 |
Repayment of related party advance | (40) | (10) |
Stock issuance costs | (70) | (103) |
Net cash provided by financing activities | 1,712 | 1,704 |
Effect of exchange rates on cash and cash equivalents | (613) | (196) |
Net increase in cash | 357 | 155 |
Cash at beginning of year | 230 | 75 |
Cash at end of the period | 587 | 230 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 197 | 276 |
Cash paid for income taxes | 77 | 124 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of warrants related to secured promissory notes classified as warrant liability and discount on secured promissory notes | 90 | 0 |
Debt issuance costs included in accounts payable and accrued expenses | 20 | 0 |
Conversion of accrued wages into notes to employees | 927 | 0 |
Conversion of preferred stock to common stock | $ 525 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Beginning Balance at Dec. 31, 2013 | $ 0 | $ 15 | $ 0 | $ (15) | $ 2,337 | $ 287 | $ 2,624 |
Beginning Balance (in shares) at Dec. 31, 2013 | 0 | 14,687,500 | 0 | ||||
Merger | $ 1,487 | $ 3 | $ (327) | 3,901 | 5,064 | ||
Merger (in shares) | 373,355 | 3,502,706 | (19,209) | ||||
Sale of common stock | $ 1 | 1,978 | 1,979 | ||||
Sale of common stock (in shares) | 1,237,125 | ||||||
Issuance costs | (103) | (103) | |||||
Imputed interest | 2 | 2 | |||||
Other comprehensive loss | (436) | (436) | |||||
Net loss | (699) | (699) | |||||
Ending Balance at Dec. 31, 2014 | $ 1,487 | $ 19 | $ (327) | 5,763 | 1,638 | (149) | 8,431 |
Ending Balance (in shares) at Dec. 31, 2014 | 373,355 | 194,273,331 | (19,209) | ||||
Conversion of Preferred Shares – Series D | $ (525) | $ 0 | 525 | 0 | |||
Conversion of Preferred Shares – Series D (in shares) | (175,000) | 12,100 | |||||
Sale of common stock | $ 2 | 2,122 | 2,124 | ||||
Sale of common stock (in shares) | 1,326,875 | ||||||
Issuance costs | (70) | (70) | |||||
Issuance of remaining shares relating to merger | 312,500 | ||||||
Adjustment | (22,816) | ||||||
Other comprehensive loss | (460) | (460) | |||||
Net loss | (859) | (859) | |||||
Ending Balance at Dec. 31, 2015 | $ 962 | $ 21 | $ (327) | $ 8,340 | $ 779 | $ (609) | $ 9,166 |
Ending Balance (in shares) at Dec. 31, 2015 | 198,355 | 21,055,990 | (19,209) |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | Restatement of Goodwill and Deferred Income Tax Liability On March 29, 2016, the Audit Committee of our Board of Directors, in consultation with management, determined that our Consolidated Balance Sheet as of December 31, 2014 contained in our annual report on Form 10-K for the year ended December 31, 2014 and our quarterly reports on Form 10-Q for the first, second and third quarters of 2015 should be restated due to an error in the calculation of the deferred income tax liability related to the temporary difference of intangible assets, specifically in-process research and development and trademarks (collectively referred to as intangible assets) acquired in the reverse merger transaction on April, 3, 2014. (See Note 3) This restatement resulted in a long-term deferred income tax liability and an increase in goodwill acquired. The correction of the deferred income taxes and goodwill resulted in a restatement of our Consolidated Balance Sheet as of December 31, 2014. This restatement had no impact on our Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Cash Flows or Consolidated Statements of Stockholders Equity. The tabular presentation related to the Form 10-Q restatement for the quarters ended June 30 and September 30, 2014 has not been presented because the purchasing accounting related to the April 2014 reverse merger was not completed by the Company until the year ended December 31, 2014. Therefore, the quarters ended June 30 and September 30, 2014 do not reflect the Companys final purchasing accounting adjustments. Therefore, in the view of management, the presentation of these quarters would not be appropriate since the Companys purchase accounting was not yet finalized and the deferred tax correction noted above was based on the final purchase accounting. Effects of the Restatement The following table provides a summary of selected line items from our Consolidated Balance Sheet as of December 31, 2014 affected by this restatement. December 31, 2014 ($ in thousands) Correction of As Previously Reported Deferred Income Tax Liability As Restated Goodwill $ 2,453 $ 2,205 $ 4,658 Total Assets $ 16,439 $ 2,205 $ 18,644 Deferred income tax liability long-term $ $ 2,205 $ 2,205 Total Liability and stockholders equity $ 16,439 $ 2,205 $ 18,644 The following table provides a summary of selected line items from our Consolidated Balance Sheet as of March 31, June 30, and September 30, 2015 affected by this restatement. (unaudited) March 31, 2015 (unaudited) June 30, 2015 (unaudited) September 30, 2015 ($ In Thousands) As Previously Reported Correction of Deferred Income Tax Liability As Restated As Previously Reported Correction of Deferred Income Tax Liability As Restated As Previously Reported Correction of Deferred Income Tax Liability As Restated Goodwill $ 2,453 $ 2,205 $ 4,658 $ 2,453 $ 2,205 $ 4,658 $ 2,453 $ 2,205 $ 4,658 Total Assets $ 16,858 $ 2,205 $ 19,063 $ 16,288 $ 2,205 $ 18,493 $ 16,745 $ 2,205 $ 18,950 Deferred income tax liability long-term $ - $ 2,205 $ 2,205 $ - $ 2,205 $ 2,205 $ - $ 2,205 $ 2,205 Total liabilities and Stockholders' equity $ 16,858 $ 2,205 $ 19,063 $ 16,288 $ 2,205 $ 18,493 $ 16,745 $ 2,205 $ 18,950 The Company and Basis of Presentation MEDITE Cancer Diagnostics, Inc. (MDIT, MEDITE, we, us or the Company) was incorporated in Delaware in December 1998. These statements include the accounts of MEDITE Cancer Diagnostics, Inc. (former CytoCore, Inc.) 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 Note 3, the stockholders 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 stockholders 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 stockholders 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 80 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
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 consist of the allowance for doubtful accounts, useful lives of property and equipment, fair value 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 or risk of loss transfers to the customer; (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. For its German subsidiaries, 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. Shipping and handling costs are included in cost of goods sold and charged to the customers based on the contractual terms. Cash The Companys bank deposit account balances may at times exceed federally insured limits. The Company has not experienced, nor does it anticipate, any losses in such accounts. Allowance for Doubtful Accounts The Company generally provides for an allowance against accounts receivable for an amount that could become uncollectible whereby such receivables are reduced to their estimated net realizable value. The Company estimates this allowance based on the aging of the accounts receivable, historical collection experience and other relevant factors. The Company evaluates the collectability of its receivables at least quarterly, using various factors including the financial condition and payment history of customers, an overall review of collections experience on accounts and other economic factors or events expected to affect the Companys future collection experience. Inventories Inventories are stated at the lower of cost or market. Cost is determined using the first in first out method (FIFO) and market is based generally on net realizable value. Inventories consists of parts inventory purchased from outside vendors, raw materials used in the manufacturing of equipment; work in process and finished goods. Management reviews inventory on a regular basis and determines if inventory is still useable. A reserve is established for the estimated decrease in carrying value for obsolete inventory. Warranty The Company provides a warranty on all equipment sold for a period of one year from date of sale. The Company recognizes warranty costs based on estimates of the costs that may be incurred under its warranty obligations. The warranty expense and related accrual is included in the Companys cost of revenue and the warranty reserve is included in accounts payable and accrued expenses, respectively, and is recorded when revenue is recognized. The Company periodically assesses the adequacy of its recorded warranty reserve and adjusts the amounts as necessary. The Company has a warranty reserve of $49,000 and $46,000 as of December 31, 2015 and 2014, respectively. 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. Foreign Currency Translation The accounts of the U.S. parent company are maintained in United States Dollar (USD). The functional currency of the Companys German subsidiaries is the EURO (EURO). The accounts of the German subsidiaries were translated into USD in accordance with FASB ASC Topic 830, Foreign Currency Matters Advertising The Company expenses the cost of advertising and promotional costs at the time the expense is incurred. 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 Goodwill is recognized for the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. The Companys Goodwill relates to the reverse merger that occurred on April 3, 2014. 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 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 secured lines of credit and long-term debt approximate their respective fair values due to their short maturities. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 includes unobservable inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data. 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. MEDITEs calculation of diluted net loss per share excludes potential common shares as of December 31, 2015 and 2014 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 its 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 Companys 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02). The core principle of ASU 2016-02 is that an entity should recognize on its balance sheet assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on the lease classification as a finance or operating lease. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2018 (i.e., calendar years beginning on January 1, 2019), including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Companys consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17 (ASU 2015-17) Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet statement of financial position. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods therein and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. We have early adopted this standard in the fourth quarter of 2015 on a retrospective basis. Prior periods have been retrospectively adjusted. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The Company does not expect this amendment to have a material impact on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03 - Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU No. 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The standards core principle is that debt issuance costs related to a note are reflected in the balance sheet as a direct deduction from the face amount of that note and amortization of debt issuance costs is reported in interest expense. ASU No. 2015-03 is effective for annual and interim periods beginning after December 15, 2015, and interim periods beginning after December 15, 2016. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The Company adopted this ASU No. 2015-03 in December 31, 2015. Accordingly, $20,000 of debt issuance costs have been presented on the balance sheet as a direct deduction from the related debt liability as of December 31, 2015. The Company had no debt issuance costs as of December 31, 2014. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations and simplifies the current US GAAP requirements by reducing the number of consolidation models. The guidance is effective for fiscal years and interim reporting periods beginning on or after December 15, 2015. The Company does not expect this standard to have a material impact on its statements of operations, cash flows or financial position. In May 2014, the FASB issued ASU 2014-09, Revenue with Contracts from Customers. ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The ASU introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The updated guidance is effective for public entities for interim and annual periods beginning after December 15, 2017 early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of the updated guidance for the Companys consolidated financial statements. |
Reverse Merger
Reverse Merger | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Reverse Merger | Merger Related 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. The merger closed on April 3, 2014 with the owners of MEDITE Enterprise, Inc. receiving 14,687,500 shares of the Companys common stock plus up to an additional 312,500 shares issuable if certain conditions were met, in exchange for 100% of the issued and outstanding stock of MEDITE Enterprise, Inc. 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: (As Restated) 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 4,658 $ 10,612 Liabilities assumed Accounts payable and accrued expenses $ 3,220 Deferred tax liability 2,205 Related party advances 102 Loans payable 21 $ 5,548 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. Post-Merger 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 Company issued the 312,500 additional shares during the year ended December 31, 2015. The consideration paid has been determined based the number of shares outstanding from the former CytoCore, Inc. of approximately 3,502,706 common shares at $1.60 per share (the same price per share in the concurrent private placement noted above). |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | The following is a summary of the components of inventories (in thousands): December 31, December 31, 2015 2014 Raw materials $ 1,170 $ 1,229 Work in progress 142 33 Finished Goods 1,763 2,153 $ 3,075 $ 3,415 Some of the raw materials are manufactured subcomponents utilized in finished goods. No amounts were reserved for scrap or obsolete inventory as of December 31, 2015 and December 31, 2014, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The following is a summary of the components of property and equipment as of (in thousands): December 31, December 31, 2015 2014 Land $ 209 $ 233 Buildings 1,158 1,291 Machinery and equipment 1,196 529 Office furniture and equipment 232 265 Vehicles 53 103 Computer equipment 87 110 Construction in progress 225 559 Less: Accumulated depreciation (1,219 ) (999 ) $ 1,941 $ 2,091 Depreciation expense for the years ended December 31, 2015 and 2014 was $177,000 and $170,000, respectively. |
Secured Lines of Credit, Long-T
Secured Lines of Credit, Long-Term Debt, and Notes Due to Employees | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Secured Lines of Credit, Long-Term Debt, and Notes Due to Employees | Our secured lines of credit and long-term debt were as follows as of (in thousands): December 31, December 31, 2015 2014 Hannoversche Volksbank credit line #1 $ 1,120 $ 1,880 Hannoversche Volksbank credit line #2 383 465 Hannoversche Volksbank term loan #1 61 135 Hannoversche Volksbank term loan #2 24 81 Hannoversche Volksbank term loan #3 182 270 Ventana Medical Systems, Inc. Promissory Note - 21 Secured Promissory Note 500 - DZ Equity Partners Participation rights 818 912 Total 3,088 3,764 Discount on secured promissory notes and debt issuance costs (110) - Less current portion of long-term debt (2,857) (2,555) Long-term debt $ 121 $ 1,209 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 Euro 1.8 million ($2.0 million as of December 31, 2015). In 2015, the credit line was reduced to Euro 1.1 million ($1.2 million as of December 31, 2015). Borrowings on the master line of credit agreement #1 bears interest at a variable rate based on Euribor (Euro Interbank Offered Rate) depending on the type of advance elected by the Company and defined in the agreement. Interest rates depending on the type of advance elected ranged from 3.77 8.00% during the period ended December 31, 2015. The line of credit has no stated maturity date. The line of credit is collateralized by the accounts receivable and inventory of MEDITE GmbH, Burgdorf, and a mortgage on the buildings owned by the Company and is guaranteed by Michaela Ott and Michael Ott, the former sole stockholders of the Company. 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 Euro 400,000 ($436,244 as of December 31, 2015). Borrowings on the master line of credit agreement #2 bears interest at a variable rate based on Euribor (Euro Interbank Offered Rate) depending on the type of advance elected by the Company and defined in the agreement. Interest rates ranged from 3.77 8.00% during the period ended December 31, 2015. The line of credit has no stated maturity date. 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 stockholders of the Company, and the state of Lower Saxony (Germany) to support high-tech companies in the area. In December 2006, MEDITE GmbH, Burgdorf, entered into a Euro 500,000 ($545,350 as of December 31, 2015) 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 Euro 27,780 ($30,296 as of December 31, 2015). The term loan is guaranteed by Michaela Ott and Michael Ott, the former sole stockholders of the Company and a mortgage on the property of the Company. In June 2006, MEDITE GmbH, Burgdorf, entered into a Euro 400,000 ($436,244 as of December 31, 2015) 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 Euro 22,220 ($24,233 as of December 31, 2015). The term loan is guaranteed by Michaela Ott and Michael Ott, the former sole stockholders of the Company and is collateralized by subordinated assignments of all of the receivables and inventories of MEDITE GmbH, Burgdorf and also has a subordinated pledge of share term life insurance policies. In November 2008, MEDITE GmbH, Burgdorf, entered into a Euro 400,000 ($436,244 as of December 31, 2015) term loan #3 with Hannoversche Volksbank with an interest rate of 4.7% per annum. The term loan has a maturity of December 31, 2018, and requires quarterly principal repayments of Euro 13,890 ($15,148 as of December 31, 2015). The term loan is guaranteed by Michaela Ott and Michael Ott, the former sole stockholders of the Company, and is collateralized by a partial subordinated pledge of the receivables and inventory of MEDITE GmbH, Burgdorf. In March 2009, the Company entered into a participation rights agreement with DZ Equity Partners in the form of a debenture with a mezzanine lender who advanced the Company up to Euro 1.5 million, ($1.6 million as of December 31, 2015) in two tranches of Euro 750,000 each, ($817,958 as of December 31, 2015). 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. On February 23, 2015, the Company reached an agreement with Ventana Medical Systems, Inc. whereby both parties agreed that Ventana Medical Systems, Inc. will accept $38,281 as payment in full for all outstanding principal and accrued interest. At December 31, 2014, the $21,000 is included in secured lines of credit and current portion of long-term debt on the consolidated balance sheet. As part of this agreement, Ventana Medical Systems, Inc. converted $1.75 million stated value of Series D Preferred stock and $525 of book value and all outstanding accrued dividends of $656,250 for 12,100 shares of the Companys common stock. At the date of this report payment of $38,281 to Ventana was fulfilled. On December 31, 2015, the Company entered into a Securities Purchase Agreement (the 2015 Purchase Agreement) with seven (7) individual accredited investors (collectively the Purchasers), pursuant to which the Company agreed to issue to the Purchasers secured promissory notes in the aggregate principal amount of $500,000 with interest accruing at an annual rate of 15% (the Note(s)) and warrants to purchase up to an aggregate amount of 250,000 shares of the common stock, par value $0.001) per share, of the Company (the Warrant(s)). The Notes mature on the earlier of the third (3rd) month anniversary date following the Closing Date, as defined in the Note, or the third (3rd) business day following the Companys receipt of funds exceeding one million dollars ($1,000,000) from an equity or debt financing, not including the financing contemplated under the 2015 Purchase Agreement. The Notes are secured by the Companys accounts receivable and inventories held in the United States. The Warrants have an initial exercise price of $1.60 per share, which are subject to adjustment, and are exercisable for a period of five (5) years. If the Notes are not redeemed by the Company on maturity, the Purchasers are entitled to receive 10% of the principal balance of the Notes outstanding in warrants for every month that the Notes are not redeemed. On March 31, 2016, these Notes matured and were not repaid. Therefore the Notes were in default as of the date of this filing. The Company agreed to pay the Purchasers 10% of the principal balance of the Notes in warrants for the month of April 2016. On March 15, 2016, the Board of Directors approved the renegotiated terms to increase the warrants issued to the Purchasers from a total of 250,000 warrants to 500,000 for certain considerations. See Subsequent Events in Note 13. The Company recorded a discount related to the issuance of warrants attributed to the secured promissory notes of approximately $90,000. The discount will be amortized to interest expense over the three month term of the secured promissory notes. See Note 8 relating to the warrants issued in conjunction with the secured promissory notes. On February 12, 2016, one of the Purchasers of a $100,000 secured promissory note and holder of 50,000 warrants to purchase shares of common stock was elected to the Board of Directors to serve as Director and Chairman of the Companys audit committee. In November 2015 and subsequent to December 31, 2015, the Company entered into promissory notes totaling $927 with certain employees to repay wages earned prior to December 31, 2014 not paid (Notes Due to Employees"). The Notes Due to Employees are to be paid monthly through September 2019, with no interest due on the outstanding balances. The monthly amounts increase over the payment term. The Notes Due to Employees have been presented separately on the consolidated balance sheet at December 31, 2015. These accrued wage amounts were included in accounts payable and accrued expenses at December 31, 2014. (See Note 7) Certain employees may convert any of the amounts owed during the duration of the notes due to employees to equity at a discounted priced defined in the agreement. At the time of the merger, the Company owed its then CEO and Chairman of the board approximately $121,700. During 2015 and 2014, the Company paid $40,000 and $10,000, respectively, and imputed $1,700 of non-cash interest expense on these advances. The following table summarizes the maturities of the Companys outstanding secured lines of credit and long-term debt at December 31, 2015 ($1,503 of secured line of credit have no maturity date but considered here as due in 2016) and Notes Due to Employees, at December 31, 2015 (in thousands): Year Secured Lines of Credit and Long-Term Debt Notes Due to Employees 2016 $ 2,967 $ 202 2017 61 310 2018 60 338 2019 - 77 Total $ 3,088 $ 927 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses include the following at December 31: 2015 2014 (in thousands) Accounts payable $ 652 $ 956 Accrued franchise taxes 342 445 Accrued directors fees 90 - Accrued professional fees 469 - Warranty reserve 49 46 Accrued salaries and related 1,152 2,064 Warrant liability 90 - Other accrued expenses 188 623 Total accounts payable and accrued expenses $ 3,032 $ 4,134 The balance of accrued salaries and related expenses at December 31, 2015 relates to balances due to our Chief Financial Officer, Robert McCullough and accrued vacation due to other employees. Mr. McCullough and the Company have not reached any settlement on these balances outstanding. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
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. Loss per share A reconciliation of the numerator and the denominator used in the calculation of loss per share is as follows: For the Years Ended December 31, 2015 2014 Basic and Diluted: Reported net loss (in thousands) $ (859 ) $ (699 ) Less unpaid and undeclared preferred stock dividends (78 ) (109 ) Net loss applicable to common stockholder $ (937 ) $ (808 ) Weighted average common shares outstanding 20,194,732 18,116,000 Net loss per common share $ (0.05 ) $ (0.04 ) Because the following instruments would be anti-dilutive at all times presented, the potentially issuable common stock from warrants to purchase 400,808 and 143,308 shares in 2015 and 2014, respectively and preferred stock convertible into shares for the years ended December 31, 2015 and 2014, of 1,110 and 4,991 common shares respectively, were not included in the computation of diluted loss per share applicable to common stockholders. Preferred Stock A summary of the Companys 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 and Preferred Stock Dividends Shares Outstanding Undeclared and Unpaid Offering Authorized 2015 2014 2015 2014 Series A convertible 590,197 47,250 47,250 $ $ Series B convertible, 10% cumulative 1,500,000 93,750 93,750 558,162 520,663 Series C convertible, 10% cumulative 1,666,666 38,333 38,333 162,913 151,413 Series D convertible, 10% cumulative 300,000 - 175,000 - 656,250 Series E convertible, 10% cumulative 800,000 19,022 19,022 599,563 558,173 Undesignated Preferred Series 5,143,137 Total Preferred Stock 10,000,000 198,355 373,355 $ 1,320,638 $ 1,886,499 The undeclared and unpaid preferred stock dividends were calculated from the date of the merger through December 31, 2015. 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: 0.00044Liquidation 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: 0.0040Liquidation Value divided by Conversion Price ($4.00/$1,000) Voting Rights: None Dividends: 10%QuarterlyCommencing March 31, 2001 Conversion Period: Any time Cumulative dividends in arrears at December 31, 2015 were $558,162 Series C Convertible Preferred Stock Liquidation Value: $3.00 per share, $115,000 Conversion Price: $600 per share Conversion Rate: 0.0050Liquidation Value divided by Conversion Price ($3.00/$600) Voting Rights: None Dividends: 10%QuarterlyCommencing March 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at December 31, 2015 were $162,913 Series D Convertible Preferred Stock Liquidation Value: $10.00 per share, $525,000 Conversion Price: $1,000 per share Conversion Rate: .01Liquidation Value divided by Conversion Price ($10.00/$1,000) Voting Rights: None Dividends: 10%QuarterlyCommencing April 30, 2002 Conversion Period: Any time Cumulative dividends in arrears at December 31, 2015 were $0 As part of an agreement discussed in Note 6, Ventana Medical Systems, Inc. converted 175,000 Series D preferred stock with a stated value of $1.75 million and all outstanding accrued dividends of $656,250 for 12,100 shares of the Companys common stock during the year ended December 31, 2015. Series E Convertible Preferred Stock Liquidation Value: $22.00 per share, $418,488 Conversion Price: $800.00 per share Conversion Rate: .0275Liquidation Value divided by Conversion Price ($22.00/$800) Voting Rights: Equal in all respects to holders of common shares Dividends: 10%QuarterlyCommencing May 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at December 31, 2015 were $599,563 Issuance of Securities Common Stock Issuance of Common Stock for Cash During 2015, the company issued 1,626,875 shares for $2,123,000 in equity proceeds emanating from the sale of unregistered stock at $1.60 per share including 240,625 shares issued for $385,000 associated with the PIPE described below. During 2014, the Company issued 1,237,125 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 shares. At December 31, 2015, our officers and directors own an aggregate 16,974,115 shares of common stock which is approximately 80.6% 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, 2013 $ Outstanding as result of the merger 62,140 $ 4.00 9.00 Granted 81,298 1.60 4.50 Expired (130) (4.00) Outstanding at December 31, 2014 143,308 $ 2.64 6.46 Granted 257,500 1.60 5.00 Outstanding at December 31. 2015 400,808 $ 2.29 5.18 In connection with the secured promissory notes issued on December 31, 2015, as discussed in Note 6, the Company issued an aggregate of 250,000 warrants to purchase shares of common stock with a par value of $0.001 for $1.60 per shares. The exercise price and number of warrants are subject to a change as defined in the agreement. The warrants are exercisable for a period of five (5) years. On March 15, 2016, the Board of Directors approved renegotiated terms with the warrant holders to increase the total warrants issued from 250,000 to 500,000 upon the removal of the anti-dilution clause in the warrant agreement and the exercise price being changed for $1.60 to $0.80. See Subsequent Events Note 13. The Company determined the fair value of the warrants using the Black Scholes model, at an interest free rate of 1.75%, volatility of 50% and a remaining term of 5 years. Based on information known at December 31, 2015, the Company priced the warrants with an assumed stock and exercised price of $0.80. The fair value of the warrants were determined to be $90 which has been recorded as a discount on the related secured promissory notes and a liability which is included in accounts payable and accrued expenses on the consolidated balance sheets. See also Notes 6 and 7. The Company also issued 7,500 warrants as consideration for services provided in connection with the issuance of the secured promissory notes. The warrants have the same terms as those described above and were determined to have an insignificant fair value. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
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, 2016 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 $2,416 to $ 2,563 per month in the last year. The previous downtown Chicago facility lease contract term is October 30, 2016 with a monthly lease of $4,526. This facility currently is subleased at $3,948 per month. Total rental expenses was $128,000 and $157,000 for the years ended December 31, 2015 and 2014, respectively. The following table is reduced by the sub-lease income of the Chicago facility. Future minimum annual lease obligations under these leases as of December 31, 2015 are: Operating Year Leases (in thousands) 2016 $ 148 2017 90 2018 35 Total $ 273 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The provision for income taxes consists of the following for the years ended December 31 (in thousands). 2015 2014 Federal $ $ 129 State and local Foreign 1 23 Total current income tax expense $ 1 $ 152 Summary of Expense 2015 2014 Current 1 152 Deferred 77 (48 ) Total Income Tax Expense $ 78 $ 104 For the years ended December 31, 2015 and 2014, the provision for income taxes differs from the expected tax provision computed by applying the U.S. federal statutory rate to loss before taxes as a result of the following: 2015 2014 Statutory U.S. federal rate (34.0 )% (35.0 )% Permanent differences 0.03 Impact of differences related to foreign earnings (0.01 )% (10.00 )% Application of valuation allowance to US deferred tax assets upon merger % 18.00 % Valuation allowance 43.87 % 44.00 % Provision for income tax expense 9.89 % 17.00 % The significant components of the Companys deferred tax assets and liabilities are as follows: 2015 (As Restated) 2014 (in thousands) Deferred Tax Assets: Net operating loss carryforwards $ 3,548 $ 24,500 Accrued expenses 1,152 - Accounts receivable timing differences 29 76 Property and equipment 79 93 Total Deferred Tax Assets 4,808 24,669 Valuation Allowance (4,732 ) (24,500) Net Deferred Tax Asset 76 169 Deferred Tax Liability: In-process research and development and trademarks (2,205) (2,205) Net Deferred Tax Liability $ (2,129) $ (2,036) The Company files a consolidated federal return for MEDITE Cancer Diagnostics, Inc and MEDITE Enterprises and a stand-alone federal tax return for MEDITE Lab Solutions. Each Company files a separate Florida Corporate return. Corporate returns are also filed in Germany, Austria and Poland for the entities doing business in these respective countries. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets for the U.S. federal and state, Austria and Poland have been fully offset by a valuation allowance. In 2013 and 2014 MEDITE Cancer Diagnostics, Inc had a change in ownership of greater than 50%. The result of these changes is that the net operating loss carryovers derived prior to the ownership changes have become subject to the limitation requirements of Section 382 of the Internal Revenue Code in the United States. Section 382 requires the Company to apply a limitation rate to the value of the Company immediately prior to the change to determine the annual limitation for the utilization of the pre-change net operating losses. Based on these limitations, the Company has reduced the deferred tax asset and related valuation allowance to reflect the impact of these limitations at December 31, 2015. The net impact to the valuation allowance for the reduction of attributes and current year activity is a decrease of $19.8 million. At December 31, 2015, the Company had net operating loss carry forwards for U.S. federal income tax of approximately $9.9 million, which will begin to expire in 2018. At December 31, 2015, the Company had net operating loss carry forwards for state income tax of approximately $1.6 million, which will begin to expire in 2027. At December 31, 2015, the Company had net operating loss carry forwards for foreign income tax of approximately $0.3 million, which will begin to expire in 2017 for Poland and will carry forward indefinitely for Germany and Austria. The Company has not recognized U.S. deferred income taxes on any undistributed earnings for the foreign subsidiaries. The Company intends to indefinitely reinvest those earnings in operations outside the U.S. In 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. Tax Uncertainties In June 2006, the Financial Accounting Standards Board (FASB) issued interpretation ASC 740-10-50, "Accounting for Uncertainty in Income Tax". This pronouncement clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with Statement of Financial Accounting Standards ASC 740-10-50, "Accounting for Income Taxes". This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in the tax return. ASC 740 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transaction. In accordance with ASC 740-10-50, the Company is classifying interest and penalties as a component of tax expense. 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 Companys 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 Company had unrecognized tax benefits of $0 as of December 31, 2015 and 2014. These unrecognized tax benefits, if recognized, would not affect the effective tax rate. There was no interest or penalties accrued at the adoption date and at December 31, 2015. 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Legal Proceedings MEDITE Lab Solutions, Inc. sold four shipments of CoverTape to Richard-Allan Scientific Company, the Anatomical Pathology Division of Thermo Fisher Scientific Inc. Of those shipments, Richard-Allan refused to pay for $115,275 worth of already-received CoverTape, asserting that the CoverTape was non-conforming, which assertion MEDITE emphatically denies and for which MEDITE has provided counter-evidence. Richard-Allan also failed to purchase further quantities as agreed between the parties. After attempting to resolve the matter through consultation, MEDITE is now preparing to initiate binding arbitration to recover the $115,275 and $1,073,700 contractually available to Medite for Richard-Allan's failure to purchase further quantities under the contract and $72,000 for inventory produced specific to the contractual terms. The Company has reserved a portion of the outstanding balance at December 31, 2015 of $115,275, pending final resolution of this matter. See also Note 13 for claims against the Company settled in February 2016. Settled in 2015 During 2015, the Company reached a settlement totaling $15,000 regarding outstanding litigation with D&D Technology. The Companys subsidiary CytoGlobe GmbH, Germany, was subject to a court settlement on an alleged breach of the German competition law with Hologic Deutschland GmbH (Hologic) from August 2013. This matter was decided by the court completely in favor of the Company and it was determined that the Company did not improperly infringe on the product design of Hologic. Hologic has filed a complaint to the Federal Supreme Court. The Federal Supreme Court must file an opinion on the lower court ruling which has not been issued at the time of this filing. The Company is to receive partial reimbursement of its legal fees. This settlement had no financial impact to the Company at December 31, 2015. Other Commitments As a result of cash constraints experienced by the former CytoCore, the Illinois Franchise Taxes due for the years 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, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | The Company operates in one operating segment. However, the Company operates corporate entities and has assets and operations in the United States, Germany and Poland. The following table shows the breakdown of our operations and assets by Country (in thousands): United States Germany Poland Total 2015 (As Restated) 2014 2015 2014 2015 2014 2015 (As Restated) 2014 Total Assets $ 11,826 $ 11,592 $ 6,357 $ 6,989 $ 195 $ 63 $ 18,378 $ 18,644 Property and equipment, net 84 98 1,853 1,985 4 8 1,941 2,091 Intangible Assets 10,518 10,518 - - - - 10,518 10,518 Revenues 985 1,349 8,859 9,633 43 1 9,887 10,983 Net income (loss) $ (984 ) $ (730 ) $ 167 $ 76 $ (42 ) $ (45 ) $ (859 ) $ (699 ) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | The Company has evaluated subsequent events occurring after the balance sheet. See discussion above in Note 6 regarding secured promissory notes and Note 8 relating to the warrants issued with these secured promissory notes. On March 15, 2016, the Board of Directors agreed to renegotiated terms with the warrant holders to remove the anti-dilution feature in the warrant agreement for the total warrants received increasing from 250,000 to 500,000 with a fixed exercise price of $0.80 from $1.60 per share. The Companys former auditor L.J. Soldinger and Associates filed a claim against the Company in Illinois Lake County Superior Court. The Company believed the claims were without merit and adequately reserved for costs associated with the claim at December 31, 2015. In February 2016, the Company settled for $160,000 with its former accountants and upon reaching a settlement, L. J. Soldinger and Associates filed a dismissal of all claims with the court. The amount of the settlement is included in accounts payable and accrued expenses at December 31, 2015. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
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 consist of the allowance for doubtful accounts, useful lives of property and equipment, fair value 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 or risk of loss transfers to the customer; (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. For its German subsidiaries, 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. Shipping and handling costs are included in cost of goods sold and charged to the customers based on the contractual terms. |
Cash | The Companys bank deposit account balances may at times exceed federally insured limits. The Company has not experienced, nor does it anticipate, any losses in such accounts. |
Allowance for Doubtful Accounts | The Company generally provides for an allowance against accounts receivable for an amount that could become uncollectible whereby such receivables are reduced to their estimated net realizable value. The Company estimates this allowance based on the aging of the accounts receivable, historical collection experience and other relevant factors. The Company evaluates the collectability of its receivables at least quarterly, using various factors including the financial condition and payment history of customers, an overall review of collections experience on accounts and other economic factors or events expected to affect the Companys future collection experience. |
Inventories | Inventories are stated at the lower of cost or market. Cost is determined using the first in first out method (FIFO) and market is based generally on net realizable value. Inventories consists of parts inventory purchased from outside vendors, raw materials used in the manufacturing of equipment; work in process and finished goods. Management reviews inventory on a regular basis and determines if inventory is still useable. A reserve is established for the estimated decrease in carrying value for obsolete inventory. |
Warranty | The Company provides a warranty on all equipment sold for a period of one year from date of sale. The Company recognizes warranty costs based on estimates of the costs that may be incurred under its warranty obligations. The warranty expense and related accrual is included in the Companys cost of revenue and the warranty reserve is included in accounts payable and accrued expenses, respectively, and is recorded when revenue is recognized. The Company periodically assesses the adequacy of its recorded warranty reserve and adjusts the amounts as necessary. The Company has a warranty reserve of $49,000 and $46,000 as of December 31, 2015 and 2014, respectively. |
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. |
Foreign Currency Translation | The accounts of the U.S. parent company are maintained in United States Dollar (USD). The functional currency of the Companys German subsidiaries is the EURO (EURO). The accounts of the German subsidiaries were translated into USD in accordance with FASB ASC Topic 830, Foreign Currency Matters |
Advertising | The Company expenses the cost of advertising and promotional costs at the time the expense is incurred. |
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 | 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 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 secured lines of credit and long-term debt approximate their respective fair values due to their short maturities. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 includes unobservable inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data. |
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. MEDITEs calculation of diluted net loss per share excludes potential common shares as of December 31, 2015 and 2014 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 its 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 Companys 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. |
Recent Accounting Pronouncements | In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02). The core principle of ASU 2016-02 is that an entity should recognize on its balance sheet assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on the lease classification as a finance or operating lease. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2018 (i.e., calendar years beginning on January 1, 2019), including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Companys consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17 (ASU 2015-17) Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet statement of financial position. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods therein and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. We have early adopted this standard in the fourth quarter of 2015 on a retrospective basis. Prior periods have been retrospectively adjusted. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The Company does not expect this amendment to have a material impact on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03 - Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU No. 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The standards core principle is that debt issuance costs related to a note are reflected in the balance sheet as a direct deduction from the face amount of that note and amortization of debt issuance costs is reported in interest expense. ASU No. 2015-03 is effective for annual and interim periods beginning after December 15, 2015, and interim periods beginning after December 15, 2016. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The Company adopted this ASU No. 2015-03 in December 31, 2015. Accordingly, $20,000 of debt issuance costs have been presented on the balance sheet as a direct deduction from the related debt liability as of December 31, 2015. The Company had no debt issuance costs as of December 31, 2014. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations and simplifies the current US GAAP requirements by reducing the number of consolidation models. The guidance is effective for fiscal years and interim reporting periods beginning on or after December 15, 2015. The Company does not expect this standard to have a material impact on its statements of operations, cash flows or financial position. In May 2014, the FASB issued ASU 2014-09, Revenue with Contracts from Customers. ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The ASU introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The updated guidance is effective for public entities for interim and annual periods beginning after December 15, 2017 early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of the updated guidance for the Companys consolidated financial statements. |
The Company and Basis of Pres21
The Company and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Company And Basis Of Presentation Tables | |
Restatement of prior year financials | The following table provides a summary of selected line items from our Consolidated Balance Sheet as of December 31, 2014 affected by this restatement. December 31, 2014 ($ in thousands) Correction of As Previously Reported Deferred Income Tax Liability As Restated Goodwill $ 2,453 $ 2,205 $ 4,658 Total Assets $ 16,439 $ 2,205 $ 18,644 Deferred income tax liability long-term $ - $ 2,205 $ 2,205 Total Liability and stockholders equity $ 16,439 $ 2,205 $ 18,644 The following table provides a summary of selected line items from our Consolidated Balance Sheet as of March 31, June 30, and September 30, 2015 affected by this restatement. (unaudited) March 31, 2015 (unaudited) June 30, 2015 (unaudited) September 30, 2015 ($ In Thousands) As Previously Reported Correction of Deferred Income Tax Liability As Restated As Previously Reported Correction of Deferred Income Tax Liability As Restated As Previously Reported Correction of Deferred Income Tax Liability As Restated Goodwill $ 2,453 $ 2,205 $ 4,658 $ 2,453 $ 2,205 $ 4,658 $ 2,453 $ 2,205 $ 4,658 Total Assets $ 16,858 $ 2,205 $ 19,063 $ 16,288 $ 2,205 $ 18,493 $ 16,745 $ 2,205 $ 18,950 Deferred income tax liability long-term $ - $ 2,205 $ 2,205 $ - $ 2,205 $ 2,205 $ - $ 2,205 $ 2,205 Total liabilities and Stockholders' equity $ 16,858 $ 2,205 $ 19,063 $ 16,288 $ 2,205 $ 18,493 $ 16,745 $ 2,205 $ 18,950 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Property Plant And Equipment Useful Life | 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, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | (As Restated) 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 4,658 $ 10,612 Liabilities assumed Accounts payable and accrued expenses $ 3,220 Deferred tax liability 2,205 Related party advances 102 Loans payable 21 $ 5,548 Net identifiable assets/consideration paid $ 5,064 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | December 31, December 31, 2015 2014 Raw materials $ 1,170 $ 1,229 Work in progress 142 33 Finished Goods 1,763 2,153 $ 3,075 $ 3,415 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | December 31, December 31, 2015 2014 Land $ 209 $ 233 Buildings 1,158 1,291 Machinery and equipment 1,196 529 Office furniture and equipment 232 265 Vehicles 53 103 Computer equipment 87 110 Construction in progress 225 559 Less: Accumulated depreciation (1,219 ) (999 ) $ 1,941 $ 2,091 |
Secured Lines of Credit, Long26
Secured Lines of Credit, Long-Term Debt, and Notes Due to Employees (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Secured lines of credit and long term debt | December 31, December 31, 2015 2014 Hannoversche Volksbank credit line #1 $ 1,120 $ 1,880 Hannoversche Volksbank credit line #2 383 465 Hannoversche Volksbank term loan #1 61 135 Hannoversche Volksbank term loan #2 24 81 Hannoversche Volksbank term loan #3 182 270 Ventana Medical Systems, Inc. Promissory Note - 21 Secured Promissory Note 500 - DZ Equity Partners Participation rights 818 912 Total 3,088 3,764 Discount on secured promissory notes and debt issuance costs (110) - Less current portion of long-term debt (2,857) (2,555) Long-term debt $ 121 $ 1,209 |
Schedule of Maturities of Long-term Debt | Year Secured Lines of Credit and Long-Term Debt Notes Due to Employees 2016 $ 2,967 $ 202 2017 61 310 2018 60 338 2019 - 77 Total $ 3,088 $ 927 |
Accounts Payable and Accrued 27
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 2015 2014 (in thousands) Accounts payable $ 652 $ 956 Accrued franchise taxes 342 445 Accrued directors fees 90 - Accrued professional fees 469 - Warranty reserve 49 46 Accrued salaries and related 1,152 2,064 Warrant liability 90- - Other accrued expenses 188 623 Total accounts payable and accrued expenses $ 3,032 $ 4,134 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Earnings (loss) Per Share | For the Years Ended December 31, 2015 2014 Basic and Diluted: Reported net loss (in thousands) $ (859 ) $ (699 ) Less unpaid and undeclared preferred stock dividends (78 ) (109 ) Net loss applicable to common stockholder $ (937 ) $ (808 ) Weighted average common shares outstanding 20,194,732 18,116,000 Net loss per common share $ (0.05 ) $ (0.04 ) |
Summary of Company's Preferred Stock | Shares Issued and Preferred Stock Dividends Shares Outstanding Undeclared and Unpaid Offering Authorized 2015 2014 2015 2014 Series A convertible 590,197 47,250 47,250 $ $ Series B convertible, 10% cumulative 1,500,000 93,750 93,750 558,162 520,663 Series C convertible, 10% cumulative 1,666,666 38,333 38,333 162,913 151,413 Series D convertible, 10% cumulative 300,000 - 175,000 - 656,250 Series E convertible, 10% cumulative 800,000 19,022 19,022 599,563 558,173 Undesignated Preferred Series 5,143,137 Total Preferred Stock 10,000,000 198,355 373,355 $ 1,320,638 $ 1,886,499 |
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: 0.00044Liquidation 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: 0.0040Liquidation Value divided by Conversion Price ($4.00/$1,000) Voting Rights: None Dividends: 10%QuarterlyCommencing March 31, 2001 Conversion Period: Any time Cumulative dividends in arrears at December 31, 2015 were $558,162 Series C Convertible Preferred Stock Liquidation Value: $3.00 per share, $115,000 Conversion Price: $600 per share Conversion Rate: 0.0050Liquidation Value divided by Conversion Price ($3.00/$600) Voting Rights: None Dividends: 10%QuarterlyCommencing March 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at December 31, 2015 were $162,913 Series D Convertible Preferred Stock Liquidation Value: $10.00 per share, $525,000 Conversion Price: $1,000 per share Conversion Rate: .01Liquidation Value divided by Conversion Price ($10.00/$1,000) Voting Rights: None Dividends: 10%QuarterlyCommencing April 30, 2002 Conversion Period: Any time Cumulative dividends in arrears at December 31, 2015 were $0 Series E Convertible Preferred Stock Liquidation Value: $22.00 per share, $418,488 Conversion Price: $800.00 per share Conversion Rate: .0275Liquidation Value divided by Conversion Price ($22.00/$800) Voting Rights: Equal in all respects to holders of common shares Dividends: 10%QuarterlyCommencing May 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at December 31, 2015 were $599,563 |
Schedule of Stockholders' Equity Note, Warrants or Rights | Weighted Weighted Average Average Aggregate Remaining Options and Exercise Intrinsic Contractual Warrants Price Value Life (Years) Outstanding at December 31, 2013 $ Outstanding as result of the merger 62,140 $ 4.00 9.00 Granted 81,298 1.60 4.50 Expired (130) (4.00) Outstanding at December 31, 2014 143,308 $ 2.64 6.46 Granted 257,500 1.60 5.00 Outstanding at December 31. 2015 400,808 $ 2.29 5.18 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Operating Year Leases (in thousands) 2016 $ 148 2017 90 2018 35 Total $ 273 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Federal Income Tax Note | 2015 2014 Federal $ $ 129 State and local Foreign 1 23 Total current income tax expense $ 1 $ 152 Summary of Expense 2015 2014 Current 1 152 Deferred 77 (48 ) Total Income Tax Expense $ 78 $ 104 |
Federal Statutory Rate To Income Before Taxes | 2015 2014 Statutory U.S. federal rate (34.0 )% (35.0 )% Permanent differences 0.03 Impact of differences related to foreign earnings (0.01 )% (10.00 )% Application of valuation allowance to US deferred tax assets upon merger % 18.00 % Valuation allowance 43.87 % 44.00 % Provision for income tax expense 9.89 % 17.00 % |
Schedule of Deferred Tax Assets and Liabilities | 2015 (As Restated) 2014 (in thousands) Deferred Tax Assets: Net operating loss carryforwards $ 3,548 $ 24,500 Accrued expenses 1,152 - Accounts receivable timing differences 29 76 Property and equipment 79 93 Total Deferred Tax Assets 4,808 24,669 Valuation Allowance (4,732 ) (24,500) Net Deferred Tax Asset 76 169 Deferred Tax Liability: In-process research and development and trademarks (2,205) (2,205) Net Deferred Tax Liability $ (2,129) $ (2,036) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | United States Germany Poland Total 2015 (As Restated) 2014 2015 2014 2015 2014 2015 (As Restated) 2014 Total Assets $ 11,826 $ 11,592 $ 6,357 $ 6,989 $ 195 $ 63 $ 18,378 $ 18,644 Property and equipment, net 84 98 1,853 1,985 4 8 1,941 2,091 Intangible Assets 10,518 10,518 - - - - 10,518 10,518 Revenues 985 1,349 8,859 9,633 43 1 9,887 10,983 Net income (loss) $ (984 ) $ (730 ) $ 167 $ 76 $ (42 ) $ (45 ) $ (859 ) $ (699 ) |
The Company and Basis of Pres32
The Company and Basis of Presentation (Details) € in Thousands, $ in Thousands | Sep. 30, 2015USD ($) | Sep. 30, 2015EUR (€) | Jun. 30, 2015USD ($) | Jun. 30, 2015EUR (€) | Mar. 31, 2015USD ($) | Mar. 31, 2015EUR (€) | Dec. 31, 2014USD ($) |
Goodwill | $ 4,658 | $ 4,658 | $ 4,658 | $ 4,658 | |||
Total Assets | 18,950 | 18,493 | 19,063 | 18,644 | |||
Deferred income tax liability - long-term | 2,205 | 2,205 | 2,205 | 2,205 | |||
Total Liability and stockholders' equity | € 18,950 | € 18,493 | € 19,063 | 18,644 | |||
As Previously Reported | |||||||
Goodwill | 2,453 | 2,453 | 2,453 | 2,453 | |||
Total Assets | 16,745 | 16,288 | 16,858 | 16,439 | |||
Deferred income tax liability - long-term | 0 | 0 | 0 | 0 | |||
Total Liability and stockholders' equity | 16,745 | 16,288 | 16,858 | 16,439 | |||
Correction of Deferred Income Tax Liability | |||||||
Goodwill | 2,205 | 2,205 | 2,205 | 2,205 | |||
Total Assets | 2,205 | 2,205 | 2,205 | 2,205 | |||
Deferred income tax liability - long-term | $ 2,205 | $ 2,205 | $ 2,205 | 2,205 | |||
Total Liability and stockholders' equity | € 2,205 | € 2,205 | € 2,205 | $ 2,205 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 33 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office furniture and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Office furniture and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Vehicles [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 |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Reverse Merger (Details)
Reverse Merger (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 4,658 | $ 4,658 | $ 4,658 | $ 4,658 | $ 4,658 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 10,612 | ||||
Liabilities assumed | |||||
Accounts payable & accrued expenses | 3,220 | ||||
Deferred tax liability | 2,205 | ||||
Related party advances | 102 | ||||
Loans payable | 21 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 5,548 | ||||
Net identifiable assets/consideration paid | $ 5,064 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,170 | $ 1,229 |
Work in progress | 142 | 33 |
Finished Goods | 1,763 | 2,153 |
Inventory, Net | $ 3,075 | $ 3,415 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 209 | $ 233 |
Buildings | 1,158 | 1,291 |
Machinery and equipment | 1,196 | 529 |
Office furniture and equipment | 232 | 265 |
Vehicles | 53 | 103 |
Computer equipment | 87 | 110 |
Construction in progress | 225 | 559 |
Less: Accumulated depreciation | (1,219) | (999) |
Total | $ 1,941 | $ 2,091 |
Property and Equipment (Detai37
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 177 | $ 170 |
Secured Lines of Credit, Long38
Secured Lines of Credit, Long-Term Debt, and Notes Due to Employees (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 3,088 | $ 3,764 |
Discount on secured promissory notes and debt issuance costs | (110) | 0 |
Less current portion of long-term debt | (2,857) | (2,555) |
Long-term debt | 121 | 1,209 |
Hannoversech Volksbank Credit line 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 1,120 | 1,880 |
Hannoversech Volksbank Credit line 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 383 | 465 |
Hannoversech Volksbank term loan 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 61 | 135 |
Hannoversech Volksbank term loan 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 24 | 81 |
Hannoversech Volksbank term loan 3 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 182 | 270 |
Ventana Medical Systems [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 0 | 21 |
Secured Promissory Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 500 | 0 |
Participation rights [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 818 | $ 912 |
Secured Lines of Credit, Long39
Secured Lines of Credit, Long-Term Debt, and Notes Due to Employees (Details 1) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 2,967 |
2,017 | 61 |
2,018 | 60 |
2,019 | 0 |
Total | 3,088 |
Notes Due to Employees | |
2,016 | 202 |
2,017 | 310 |
2,018 | 338 |
2,019 | 77 |
Total | $ 927 |
Secured Lines of Credit, Long40
Secured Lines of Credit, Long-Term Debt, and Notes Due to Employees (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2015EUR (€) | |
Line of Credit Facility [Line Items] | |
Interest expense, related party | € 1,700 |
Accounts Payable and Accrued 41
Accounts Payable and Accrued Expenses (Details - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Account payable | $ 652 | $ 956 |
Accrued franchise taxes | 342 | 445 |
Accrued directors fees | 90 | 0 |
Accrued professional fees | 469 | 0 |
Warranty reserve | 49 | 46 |
Accrued salaries and related | 1,152 | 2,064 |
Warrant liability | 90 | 0 |
Other accrued expenses | 188 | 623 |
Total accounts payable and accrued expenses | $ 3,032 | $ 4,134 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Basic and Diluted: | ||
Reported net loss (in thousands) | $ (859) | $ (699) |
Less unpaid and undeclared preferred stock dividends | (78) | (109) |
Net loss applicable to common stockholder | $ (937) | $ (808) |
Weighted average common shares outstanding | 20,194,732 | 18,116,000 |
Net income (loss) per common share | $ (0.05) | $ (0.04) |
Stockholders_ Equity (Details 1
Stockholders’ Equity (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Shares Issued | 198,355 | 373,355 |
Dividends, Preferred Stock, Stock | $ 1,320,638 | $ 1,886,499 |
Preferred Stock, Shares Outstanding | 198,355 | 373,355 |
Series A 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 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 | $ 558,162 | $ 520,663 |
Preferred Stock, Shares Outstanding | 93,750 | 93,750 |
Series C 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 | $ 162,913 | $ 151,413 |
Preferred Stock, Shares Outstanding | 38,333 | 38,333 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 300,000 | 300,000 |
Preferred Stock Shares Issued | 0 | 175,000 |
Dividends, Preferred Stock, Stock | $ 0 | $ 656,250 |
Preferred Stock, Shares Outstanding | 0 | 175,000 |
Series E Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 800,000 | 800,000 |
Preferred Stock Shares Issued | 19,022 | 19,022 |
Dividends, Preferred Stock, Stock | $ 599,563 | $ 558,173 |
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 |
Stockholders_ Equity (Parenthet
Stockholders’ Equity (Parenthetical) (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series C Preferred Stock [Member] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series D Preferred Stock [Member] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series E Preferred Stock [Member] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Stockholders_ Equity (Details 2
Stockholders’ Equity (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Preferred Stock, Liquidation Value | $ 2,442,000 | $ 2,871,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | $ 212,625 | |
Preferred Stock, Conversion Price | $ 10,303 | |
Preferred Stock, Conversion Rate | 0.0444% | |
Preferred Stock, Voting Rights | None | |
Preferred Stock, Dividends | 0.00% | |
Preferred Stock, Conversion Period | Any time | |
Series B Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | $ 375,000 | |
Preferred Stock, Conversion Price | $ 1,000 | |
Preferred Stock, Conversion Rate | 0.40% | |
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 | $ 558,162 | |
Series C Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | $ 115,000 | |
Preferred Stock, Conversion Price | $ 600 | |
Preferred Stock, Conversion Rate | 0.50% | |
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 | $ 162,913 | |
Series D Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | $ 525,000 | |
Preferred Stock, Conversion Price | $ 1,000 | |
Preferred Stock, Conversion Rate | 1.00% | |
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 | $ 0 | |
Series E Preferred Stock [Member] | ||
Preferred Stock, Liquidation Value | $ 418,488 | |
Preferred Stock, Conversion Price | $ 800 | |
Preferred Stock, Conversion Rate | 2.75% | |
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 | $ 599,563 |
Stockholders_ Equity (Parenth46
Stockholders’ Equity (Parenthetical) (Details 2) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Series B Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $ 4 |
Preferred stock, frequency of dividend payment | Quarterley |
Preferred stock, dividend date of commencement | Mar. 31, 2101 |
Series C Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $ 3 |
Preferred stock, frequency of dividend payment | Quarterley |
Preferred stock, dividend date of commencement | Mar. 31, 2002 |
Series D Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $ 10 |
Preferred stock, frequency of dividend payment | Quarterley |
Preferred stock, dividend date of commencement | Apr. 30, 2002 |
Series E Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $ 22 |
Preferred stock, frequency of dividend payment | Quarterley |
Preferred stock, dividend date of commencement | May 31, 2002 |
Series A Preferred Stock [Member] | |
Preferred stock, liquidation Value per share | $ 4.50 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity Details 3 | ||
Options and Warrants, Opening Balance | 143,308 | 0 |
Options and Warrants, Outstanding as result of the merger | 62,140 | |
Options and Warrants, Granted | 257,500 | 81,298 |
Options and Warrants, Expired | (130) | |
Options and Warrants, Ending Balance | 400,808 | 143,308 |
Weighted Average Exercise Price, Opening Balance | $ 2.64 | $ 0 |
Weighted Average Exercise Price, Outstanding as result of the merger | 4 | |
Weighted Average Exercise Price, Granted | 1.60 | 1.60 |
Weighted Average Exercise Price, Expired | (4) | |
Weighted Average Exercise Price, Ending Balance | $ 2.29 | $ 2.64 |
Aggregate Intrinsic Value, Opening Balance | $ 0 | $ 0 |
Aggregate Intrinsic Value, Outstanding as result of the merger | 0 | |
Aggregate Intrinsic Value, Granted | 0 | 0 |
Aggregate Intrinsic Value, Expired | 0 | |
Aggregate Intrinsic Value, Ending Balance | $ 0 | $ 0 |
Weighted Average Remaining Contractual Life(Years),Outstanding | 6 years 5 months 16 days | 0 years |
Warrants Outstanding as result of the merger Weighted Average Remaining Contractual Term | 9 years | |
Warrants Outstanding Granted Weighted Average Remaining Contractual Term | 5 years | 4 years 6 months |
Weighted Average Remaining Contractual Life(Years),Outstanding | 5 years 2 months 5 days | 6 years 5 months 16 days |
Leases (Details)
Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 148 |
2,017 | 90 |
2,018 | 35 |
Total | $ 273 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | ||
Operating Leases, Rent Expense | $ 128,000 | $ 157,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 0 | $ 129 |
State and local | 0 | 0 |
Foreign | 1 | 23 |
Total current income tax expense | 1 | 152 |
Summary of Expense | ||
Current | 1 | 152 |
Deferred | 77 | (48) |
Total income tax expense | $ 78 | $ 104 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | (34.00%) | (35.00%) |
Permanent differences | 0.03% | 0.00% |
Impact of differences related to foreign earnings | (0.01%) | (10.00%) |
Application of valuation allowance to US deferred tax assets upon merger | 0.00% | 18.00% |
Valuation allowance | 43.87% | 44.00% |
Provision for income tax expense | 9.89% | 17.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets: | ||
Net Operating Loss Carryforwards | $ 3,548 | $ 24,500 |
Accrued expenses | 1,152 | 0 |
Accounts receivable timing differences | 29 | 76 |
Property and equipment | 79 | 93 |
Total Deferred Tax Assets | 4,808 | 24,669 |
Valuation Allowance | (4,732) | (24,500) |
Net Deferred Tax Asset | 76 | 169 |
Deferred Tax Liabilities: | ||
In-process research and development and trademarks | (2,205) | (2,205) |
Net Deferred Tax Liability | $ (2,129) | $ (2,036) |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Total Assets | $ 18,378 | $ 18,644 | $ 18,950 | $ 18,493 | $ 19,063 |
Property & equipment, net | 1,941 | 2,091 | |||
Intangible Assets | 10,518 | 10,518 | |||
Revenues | 9,887 | 10,983 | |||
Net income (loss) | (859) | (699) | |||
UNITED STATES | |||||
Segment Reporting Information [Line Items] | |||||
Total Assets | 11,826 | 11,592 | |||
Property & equipment, net | 84 | 98 | |||
Intangible Assets | 10,518 | 10,518 | |||
Revenues | 985 | 1,349 | |||
Net income (loss) | (984) | (730) | |||
GERMANY | |||||
Segment Reporting Information [Line Items] | |||||
Total Assets | 6,357 | 6,989 | |||
Property & equipment, net | 1,583 | 1,985 | |||
Intangible Assets | 0 | 0 | |||
Revenues | 8,859 | 9,633 | |||
Net income (loss) | 167 | 76 | |||
POLAND | |||||
Segment Reporting Information [Line Items] | |||||
Total Assets | 195 | 63 | |||
Property & equipment, net | 4 | 8 | |||
Intangible Assets | 0 | 0 | |||
Revenues | 43 | 1 | |||
Net income (loss) | $ (42) | $ (45) |