Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | COGENTIX MEDICAL INC /DE/ | |
Entity Central Index Key | 894,237 | |
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 Common Stock, Shares Outstanding | 60,432,873 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 5,703,581 | $ 9,369,624 |
Short-term investments | 15,936,157 | 13,573,057 |
Accounts receivable, net | 6,727,534 | 6,770,838 |
Inventories | 7,610,645 | 7,235,043 |
Other | 701,655 | 571,527 |
Total current assets | 36,679,572 | 37,520,089 |
Property, plant, and equipment, net | 2,076,023 | 2,115,316 |
Goodwill | 18,749,888 | 18,749,888 |
Other intangible assets, net | 8,892,025 | 9,482,578 |
Long-term investments | 4,186,375 | 5,344,004 |
Deferred tax assets and other | 161,209 | 163,427 |
Total assets | 70,745,092 | 73,375,302 |
Current liabilities: | ||
Accounts payable | 1,988,059 | 2,689,035 |
Income taxes payable | 54,964 | 113,191 |
Accrued liabilities: | ||
Compensation | 3,180,858 | 4,670,640 |
Deferred revenue | 632,311 | 597,524 |
Other | 1,373,688 | 838,272 |
Total current liabilities | 7,229,880 | 8,908,662 |
Accrued pension liability | 325,337 | 308,918 |
Deferred rent | 627,412 | 639,019 |
Other | 160,114 | 278,780 |
Total liabilities | 8,342,743 | 10,135,379 |
Shareholders' equity: | ||
Common stock $0.01 par value; 100,000,000 shares authorized, 60,438,959 and 60,436,548 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 604,391 | 604,368 |
Additional paid-in capital | 144,895,047 | 144,430,381 |
Accumulated deficit | (82,327,568) | (81,005,654) |
Accumulated other comprehensive loss | (769,521) | (789,172) |
Total shareholders' equity | 62,402,349 | 63,239,923 |
Total liabilities and shareholders' equity | $ 70,745,092 | $ 73,375,302 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Shareholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 60,438,959 | 60,436,548 |
Common stock, shares outstanding (in shares) | 60,438,959 | 60,436,548 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||
Net sales | $ 12,950,133 | $ 12,206,564 |
Cost of goods sold | 4,493,913 | 3,801,194 |
Gross profit | 8,456,220 | 8,405,370 |
Operating expenses | ||
General and administrative | 2,136,156 | 1,796,020 |
Research and development | 1,290,658 | 936,878 |
Selling and marketing | 5,654,960 | 5,635,762 |
Amortization of intangibles | 590,553 | 590,858 |
Total operating expenses | 9,672,327 | 8,959,518 |
Operating loss | (1,216,107) | (554,148) |
Other income (expense) | ||
Interest income (expense) | 46,401 | (390,069) |
Foreign currency exchange gain (loss) | 12,740 | (7,562) |
Total other income (expense) | 59,141 | (397,631) |
Loss before income taxes | (1,156,966) | (951,779) |
Income tax expense | 53,451 | 14,629 |
Net loss | $ (1,210,417) | $ (966,408) |
Basic and diluted net (loss) per common share (in dollars per share) | $ (0.02) | $ (0.04) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 59,634,862 | 25,381,900 |
Diluted (in shares) | 59,634,862 | 25,381,900 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract] | ||
Net loss | $ (1,210,417) | $ (966,408) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 21,424 | 25,656 |
Unrealized loss on available-for-sale investments | (205) | 0 |
Pension adjustments | (1,568) | (8,574) |
Total other comprehensive income, net of tax | 19,651 | 17,082 |
Comprehensive loss | $ (1,190,766) | $ (949,326) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2016 | $ 604,367 | $ 144,430,382 | $ (81,005,654) | $ (789,172) | $ 63,239,923 |
Balance (in shares) at Dec. 31, 2016 | 60,436,548 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | $ 0 | 349,239 | 0 | 0 | 349,239 |
Share-based compensation (in shares) | 0 | ||||
Proceeds from exercise of stock options, net of shares exchanged | $ 24 | 3,929 | 3,953 | ||
Proceeds from exercise of stock options, net of shares exchanged (in shares) | 2,411 | ||||
Adoption of ASU 2016-09 | $ 0 | 111,497 | (111,497) | 0 | |
Comprehensive loss | 0 | 0 | (1,210,417) | 19,651 | (1,190,766) |
Balance at Mar. 31, 2017 | $ 604,391 | $ 144,895,047 | $ (82,327,568) | $ (769,521) | $ 62,402,349 |
Balance (in shares) at Mar. 31, 2017 | 60,438,959 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (1,210,417) | $ (966,408) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 769,809 | 806,614 |
Share-based compensation expense | 349,239 | 84,392 |
Amortization of premium on available-for-sale securities | 31,960 | 0 |
Deferred tax benefit (expense) | 3,324 | (1,060) |
Deferred rent | (6,392) | 12,694 |
Amortization of discount on related party debt | 0 | 275,498 |
Long term incentive plan benefit | 0 | (21,748) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 68,501 | 1,340,860 |
Inventories | (373,741) | (447,745) |
Other current assets | (133,392) | (17,646) |
Accounts payable | (701,975) | 13,501 |
Interest payable | 0 | 95,447 |
Accrued compensation | (1,596,337) | (1,175,529) |
Accrued liabilities, other | 468,368 | 175,873 |
Accrued pension liability | 11,909 | 23,611 |
Deferred revenue | 20,487 | 106,044 |
Net cash provided by (used in) operating activities | (2,298,657) | 304,398 |
Cash flows from investing activities: | ||
Proceeds from maturity of available-for-sale securities | 1,200,000 | 0 |
Purchases of available-for-sale securities | (2,438,322) | 0 |
Purchases of property, plant and equipment | (133,017) | (137,761) |
Net cash used in investing activities | (1,371,339) | (137,761) |
Cash flows from financing activities: | ||
Borrowings from line of credit | 2,404,963 | 2,646,500 |
Repayments of line of credit | (2,404,963) | (2,646,500) |
Proceeds from exercise of stock options | 3,953 | 0 |
Net cash provided by financing activities | 3,953 | 0 |
Effect of exchange rates on cash and cash equivalents | 0 | 13,299 |
Net increase (decrease) in cash and cash equivalents | (3,666,043) | 179,936 |
Cash and cash equivalents at beginning of period | 9,369,624 | 1,976,594 |
Cash and cash equivalents at end of period | 5,703,581 | 2,156,530 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for income tax | 110,550 | 14,558 |
Cash paid during the period for interest | $ 13,495 | $ 19,360 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies Basis of Presentation Cogentix Medical is a global medical device company headquartered in Minnetonka, Minnesota, with additional operations in New York, Massachusetts, The Netherlands and the United Kingdom. We design, develop, manufacture and market a robust line of high performance fiberoptic and video endoscopy products under the PrimeSight TM ® ® ® ® We have prepared our Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted, pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information not misleading. The consolidated results of operations for any interim period are not necessarily indicative of results for a full fiscal year. These Condensed Consolidated Financial Statements, presented herein, should be read in conjunction with the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2016. The Condensed Consolidated Financial Statements presented herein as of March 31, 2017, reflect, in the opinion of management, all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial condition, results of operations and cash flows for the interim periods. We have identified certain accounting policies that we consider particularly important for the portrayal of our results of operations and financial condition and which may require the application of a higher level of judgment by our management, and as a result are subject to an inherent level of uncertainty. These are characterized as “critical accounting policies” and address revenue recognition, accounts receivable, valuation of inventory, foreign currency translation/transactions, the determination of recoverability of long-lived and intangible assets, share-based compensation, defined benefit pension plans and income taxes, each of which is described in our annual report on Form 10-K for the year ended December 31, 2016. Based upon our review, we have determined that these policies remain our most critical accounting policies for the three months ended March 31, 2017 and we have made no changes to these policies during 2017 other than for the adoption of Accounting Standards Update (“ASU”) 2016-09, “Improvements to Employee Share-Based Payment Accounting.” Under the new ASU we will no longer account for forfeitures throughout the vesting period and will instead account for them in the period in which they occur. We will also recognize certain tax benefits or tax shortfalls upon a restricted-stock award vesting or stock option exercise relative to the deferred tax asset position established in the provision for income taxes line of the consolidated statement of operations instead of to consolidated stockholders’ equity. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 2. Goodwill and Other Intangible Assets Goodwill There was no change in the goodwill balance as of March 31, 2017. Other Intangible Assets Other intangible assets consisted of approximately the following at March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Remaining Useful Life Gross Carrying Amount Accumulated Amortization Remaining Useful Life Developed technology $ 6,200,000 $ 1,771,000 5.0 $ 6,200,000 $ 1,550,000 5.25 Patents 5,653,000 5,623,000 8.0 5,653,000 5,616,000 8.25 Trademarks and trade names 190,000 77,000 8.0 190,000 75,000 8.25 Customer relationships 7,270,000 2,950,000 3.0 7,270,000 2,590,000 3.25 $ 19,313,000 $ 10,421,000 $ 19,313,000 $ 9,831,000 Accumulated amortization 10,421,000 9,831,000 Net book value of amortizable intangible assets $ 8,892,000 3.98 $ 9,482,000 4.23 For the three months ended March 31, 2017 and 2016, amortization of intangible assets charged to operations was approximately $591,000 for both periods. Estimated amortization expense for all intangible assets as of March 31, 2017 is approximately as follows: April 1, 2017 through December 31, 2017 $ 1,760,000 2018 2,345,000 2019 2,339,000 2020 1,252,000 2021 892,000 Thereafter 228,000 |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | Note 3 . New Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This new standard is effective for annual periods beginning after December 15, 2016, and interim periods within that reporting period. We adopted this standard as of January 1, 2017. The adoption did not have a material impact on our consolidated financial statements. Under the new ASU we will no longer account for forfeitures throughout the vesting period and will instead account for them in the period in which they occur. We will also recognize certain tax benefits or tax shortfalls upon a restricted-stock award vesting or stock option exercise relative to the deferred tax asset position established in the provision for income taxes line of the consolidated statement of operations instead of to consolidated stockholders’ equity. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2017, the FASB issued ASU 2017-08, “Receivables—Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities” related to the amortization period for certain purchased callable debt securities held at a premium. The amendments shortens the amortization period for the premium to the earliest call date. The amendment is effective for interim and annual periods beginning after December 15, 2018. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In January 2017, the FASB, issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. The standard is effective for us beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The new guidance is not expected to have a material impact on our results of operations and financial position. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU is in response to diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows and provides guidance on eight specific cash flow classification issues. It will be effective for reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted, including adoption in an interim period. We do not believe the adoption of this update will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, “Leases”, under which lessees will recognize most leases on-balance sheet. This will generally increase reported assets and liabilities. For public entities, this ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-2 mandates a modified retrospective transition method for all entities. While the Company is still evaluating the timing and impact of the adoption of this guidance on its consolidated financial statements, it anticipates that the adoption could result in an increase in the assets and liabilities recorded on its consolidated balance sheet. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805).” The amendments in this update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Under the new guidance, the acquirer should record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. On the face of the income statement or in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods needs to be reflected as if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in ASU No. 2016-16 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We do not believe the adoption of this update will have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, as amended by ASU 2015-14, “Deferral of Effective Date, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017 including interim reporting periods within that reporting period. The provisions can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. The Company has completed the initial assessment and is currently in the process of determining the impact that this ASU will have on the consolidated financial statements, its method of adoption and disclosures. We plan to adopt this ASU effective January 1, 2018. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework prioritizes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three broad levels of inputs may be used to measure fair value under the fair value hierarchy: · Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. · Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions. If the inputs used to measure the financial assets and liabilities fall within more than one of the different levels described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The following table shows our cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short- or long-term investments as of March 31, 2017 (in thousands): March 31, 2017 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 1,245,315 $ - $ - $ 1,245,315 $ 1,245,315 $ - $ - Level 1: Money market funds 4,458,266 - - 4,458,266 4,458,266 - - Subtotal 4,458,266 - - 4,458,266 4,458,266 - - Level 2: Certificates of deposit 2,160,000 1,219 - 2,161,219 - 720,437 1,440,782 Commercial paper 4,781,311 - (3,931 ) 4,777,380 - 4,777,380 - Corporate notes/bonds 9,700,839 - (12,807 ) 9,688,032 - 8,441,700 1,246,332 U.S. government agencies 3,501,925 - (6,035 ) 3,495,890 - 1,996,640 1,499,250 Subtotal 20,144,075 1,219 (22,773 ) 20,122,521 - 15,936,157 4,186,364 Total $ 25,847,656 $ 1,219 $ (22,773 ) $ 25,826,102 $ 5,703,581 $ 15,936,157 $ 4,186,364 We consider all cash on-hand and highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. We classify marketable securities having original maturities of more than three months when purchased and remaining maturities of one year or less as short-term investments and marketable securities with remaining maturities of more than one year as long-term investments. We further classify marketable securities as available-for-sale. We have not designated any of our marketable securities as trading securities or as held to maturity. We may sell any of our marketable securities prior to their stated maturities for strategic reason including, but not limited to, anticipation of credit deterioration and duration management. The long term securities have a contractual term that ranges from April to December 2018. We consider the declines in market value of our marketable securities investment portfolio to be temporary in nature. We typically invest in highly-rated securities, and our investment policy generally limits the amount of credit exposure to any one issuer. Cash and cash equivalents include highly liquid money market funds and debt securities with original maturities of three months or less totaling approximately $5.7 million and approximately $9.4 million at March 31, 2017 and December 31, 2016, respectively. Money market funds present negligible risk of changes in value due to changes in interest rates, and their cost approximates their fair market value. We maintain cash in bank accounts, which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts. Cash and cash equivalents held in foreign bank accounts totaled approximately $579,000 and approximately $507,000 at March 31, 2017 and December 31, 2016, respectively. |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2017 | |
Line of Credit [Abstract] | |
Line of Credit | Note 5. Line of Credit We have a loan agreement with Venture Bank, a Minnesota banking corporation, providing us with a $7.0 million secured revolving credit facility (the “Facility”), subject to eligible accounts receivable and inventory, and secured by substantially all of our assets. The Facility was amended in March 2017. Under the amended Facility, the Facility will expire on September 18, 2018. Under the Facility, we may borrow the lesser of: (a) the sum of (i) eighty percent (80%) of the value of eligible accounts receivable; and (ii) forty percent (40%) of the value of eligible inventory capped at $2.5 million; or (b) $7 million. As of March 31, 2017, based on eligible receivables and inventory, our total available borrowing base was approximately $6,068,000. We did not have any borrowings under the facility as of March 31, 2017. Loans under the Facility bear interest at a rate per annum equal to the Wall Street Journal Prime Rate plus 1.25%, provided that in no case will the interest charged be less than 5.25%. In the event that there is an event of default under the Facility, the interest rate will be increased by 6.0% for the entire period that an event of default exists. In addition, the Borrowers will pay a non-usage fee of 0.15% based on the average unused and available portion of the Facility on a monthly basis. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventories [Abstract] | |
Inventories | Note 6. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value). We value at lower of cost or market the slow moving and obsolete inventories based upon current and expected future product sales and the expected impact of product transitions or modifications. Inventories consist of approximately the following: March 31, 2017 December 31, 2016 Raw materials $ 4,986,000 $ 4,483,000 Work-in-process 140,000 462,000 Finished goods 2,485,000 2,290,000 Total inventory $ 7,611,000 $ 7,235,000 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Net Income (Loss) per Common Share [Abstract] | |
Net Income (Loss) per Common Share | Note 7. Net Income (Loss) per Common Share We calculate basic net income (loss) per common share amounts by dividing net income (loss) by the weighted-average common shares outstanding. For calculating diluted net income (loss) per common share amounts, we add additional shares to the weighted-average common shares outstanding for the assumed exercise of stock options and vesting of restricted shares, if dilutive. Because we had a net loss during the three months ended March 31, 2017 and 2016, the following options and warrants and outstanding and unvested restricted stock to purchase shares of our common stock were excluded from diluted net loss per common share because of their anti-dilutive effect, and therefore, basic net loss per common share equals dilutive net loss per common share: Number of options, warrants and unvested restricted stock Range of stock option and warrant exercise prices Three months ended March 31, 2017 2,244,000 $0.88 to $24.40 Three months ended March 31, 2016 2,662,000 $1.20 to $24.40 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | Note 8. Shareholders’ Equity Share-based compensation. We grant options at the discretion of our directors. We grant option awards with an exercise price equal to the closing market price of our stock at the date of the grant. We have options outstanding to purchase 1,653,830 shares of common stock granted under the 2015 Plan or predecessor companies’ plans. Options generally expire over a period ranging from seven to ten years from date of grant and vest at varying rates ranging up to three years. The options granted under the 2015 Plan generally provide for the exercise of options during a limited period following termination of employment, death or disability. We determined the fair value of our option awards using the Black-Scholes option pricing model. We used the following weighted-average assumptions to value the options granted during the three months ended March 31: 2016 Expected life in years 3.00 Risk-free interest rate 1.3 % Expected volatility 60.00 % Expected dividend yield 0 % Weighted-average grant date fair value $ 0.49 There were no grants during the three months ended March 31, 2017. The expected life for options granted represents the period of time we expect options to be outstanding based on historical data of option holder exercise and termination behavior for similar grants. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate over the expected life at the time of grant. Expected volatility is based upon historical volatility of our stock. The following table summarizes the activity related to our stock options during the three months ended March 31, 2017: Number of shares Weighted average exercise price Weighted average remaining life in years Aggregate intrinsic value Outstanding at December 31, 2016 1,680,990 $ 3.54 6.55 $ 752,290 Options granted - - - - Options exercised (2,411 ) - - - Options surrendered (24,749 ) $ 9.62 - - Outstanding at March 31, 2017 1,653,830 $ 3.46 6.41 $ 554,695 Exercisable at March 31, 2017 788,655 $ 5.91 3.63 $ 16,309 The total fair value of stock options that vested during the three months ended March 31, 2017 and 2016 was approximately $2,000 and $94,000, r We grant restricted shares at the discretion of our directors with vesting terms ranging from six months to one year. Number of Shares Weighted average grant date fair value Weighted average remaining life in years Aggregate intrinsic value Balance at December 31, 2016 992,548 $ 1.30 1.35 $ 1,995,021 Shares granted - - - Shares vested (402,147 ) 1.10 - $ 723,865 Shares surrendered - - Balance at March 31, 2017 590,401 $ 1.44 1.63 $ 1,062,722 The aggregate intrinsic value shown above for the restricted shares represents the total pre-tax value based on the closing price of our common stock at the end of each period. We recognize share-based compensation expense in our Condensed Consolidated Statement of Operations based on the fair value at the time of grant of the share-based payment over the requisite service period. We incurred approximately $349,000 and $84,000 in share On March 31, 2017, we had approximately $330,000 of unrecognized share-based compensation expense related to stock options that we expect to recognize over a weighted-average period of approximately 1.95 years. On March 31, 2017, we had $479,000 of unrecognized share-based compensation expense related to restricted shares that we expect to recognize over a weighted-average period of approximately 1.63 years. |
Savings and Retirement Plans
Savings and Retirement Plans | 3 Months Ended |
Mar. 31, 2017 | |
Savings and Retirement Plans [Abstract] | |
Savings and Retirement Plans | Note 9. Savings and Retirement Plans We sponsor various retirement plans for eligible employees in the United States, the United Kingdom, and The Netherlands. Our retirement savings plan in the United States conforms to Section 401(k) of the Internal Revenue Code and participation is available to substantially all employees. We may also make discretionary contributions ratably to all eligible employees. We made discretionary contributions to the U.S. plan Our international subsidiaries have defined benefit retirement plans for eligible employees. These plans provide benefits based on the employee’s years of service and compensation during the years immediately preceding retirement, termination, disability, or death, as defined in the plans. The cost for our defined benefit retirement plans in The Netherlands and the United Kingdom includes the following components for the three month periods ended March 31: Three Months Ended March 31 2017 2016 Gross service cost $ 21,000 $ 26,000 Interest cost 23,000 29,000 Management cost 3,000 1,000 Expected return on assets (21,000 ) (24,000 ) Amortization - (1,000 ) Net periodic retirement cost $ 26,000 $ 31,000 |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Business Segment Information [Abstract] | |
Business Segment Information | Note 10. Business Segment Information ASC 280, “Segment Reporting,” For financial reporting purposes, we report one operating segment as our Chief Operating Decision Maker utilizes financial statement information provided to him on a consolidated basis. Information regarding geographic area net sales to customers for the three months ended March 31, 2017 and 2016, is approximately as follows: United States All Other Foreign Countries (1) Consolidated Three months ended March 31, 2017 $ 9,228,000 $ 3,722,000 $ 12,950,000 Three months ended March 31, 2016 $ 8,643,000 $ 3,564,000 $ 12,207,000 (1) No other country accounts for 10% of more of the consolidated net sales. Information regarding geographic area long-lived assets at March 31, 2017 and December 31, 2016 is approximately as follows: United States United Kingdom/ The Netherlands Consolidated March 31, 2017 $ 1,628,000 $ 448,000 $ 2,076,000 December 31, 2016 $ 1,676,000 $ 439,000 $ 2,115,000 Accounting policies of the operations in the various geographic areas are the same as those described in Note 1. Net sales attributed to each geographic area are net of intercompany equipment. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Event [Abstract] | |
Subsequent Event | Note 11. Subsequent Event None. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Cogentix Medical is a global medical device company headquartered in Minnetonka, Minnesota, with additional operations in New York, Massachusetts, The Netherlands and the United Kingdom. We design, develop, manufacture and market a robust line of high performance fiberoptic and video endoscopy products under the PrimeSight TM ® ® ® ® We have prepared our Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted, pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information not misleading. The consolidated results of operations for any interim period are not necessarily indicative of results for a full fiscal year. These Condensed Consolidated Financial Statements, presented herein, should be read in conjunction with the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2016. The Condensed Consolidated Financial Statements presented herein as of March 31, 2017, reflect, in the opinion of management, all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial condition, results of operations and cash flows for the interim periods. We have identified certain accounting policies that we consider particularly important for the portrayal of our results of operations and financial condition and which may require the application of a higher level of judgment by our management, and as a result are subject to an inherent level of uncertainty. These are characterized as “critical accounting policies” and address revenue recognition, accounts receivable, valuation of inventory, foreign currency translation/transactions, the determination of recoverability of long-lived and intangible assets, share-based compensation, defined benefit pension plans and income taxes, each of which is described in our annual report on Form 10-K for the year ended December 31, 2016. Based upon our review, we have determined that these policies remain our most critical accounting policies for the three months ended March 31, 2017 and we have made no changes to these policies during 2017 other than for the adoption of Accounting Standards Update (“ASU”) 2016-09, “Improvements to Employee Share-Based Payment Accounting.” Under the new ASU we will no longer account for forfeitures throughout the vesting period and will instead account for them in the period in which they occur. We will also recognize certain tax benefits or tax shortfalls upon a restricted-stock award vesting or stock option exercise relative to the deferred tax asset position established in the provision for income taxes line of the consolidated statement of operations instead of to consolidated stockholders’ equity. |
Goodwill and Other Intangible20
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Other Intangible Assets | Other intangible assets consisted of approximately the following at March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Remaining Useful Life Gross Carrying Amount Accumulated Amortization Remaining Useful Life Developed technology $ 6,200,000 $ 1,771,000 5.0 $ 6,200,000 $ 1,550,000 5.25 Patents 5,653,000 5,623,000 8.0 5,653,000 5,616,000 8.25 Trademarks and trade names 190,000 77,000 8.0 190,000 75,000 8.25 Customer relationships 7,270,000 2,950,000 3.0 7,270,000 2,590,000 3.25 $ 19,313,000 $ 10,421,000 $ 19,313,000 $ 9,831,000 Accumulated amortization 10,421,000 9,831,000 Net book value of amortizable intangible assets $ 8,892,000 3.98 $ 9,482,000 4.23 |
Estimated Amortization Expense for all Intangible Assets | Estimated amortization expense for all intangible assets as of March 31, 2017 is approximately as follows: April 1, 2017 through December 31, 2017 $ 1,760,000 2018 2,345,000 2019 2,339,000 2020 1,252,000 2021 892,000 Thereafter 228,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Available-for-sale Securities | The following table shows our cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short- or long-term investments as of March 31, 2017 (in thousands): March 31, 2017 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 1,245,315 $ - $ - $ 1,245,315 $ 1,245,315 $ - $ - Level 1: Money market funds 4,458,266 - - 4,458,266 4,458,266 - - Subtotal 4,458,266 - - 4,458,266 4,458,266 - - Level 2: Certificates of deposit 2,160,000 1,219 - 2,161,219 - 720,437 1,440,782 Commercial paper 4,781,311 - (3,931 ) 4,777,380 - 4,777,380 - Corporate notes/bonds 9,700,839 - (12,807 ) 9,688,032 - 8,441,700 1,246,332 U.S. government agencies 3,501,925 - (6,035 ) 3,495,890 - 1,996,640 1,499,250 Subtotal 20,144,075 1,219 (22,773 ) 20,122,521 - 15,936,157 4,186,364 Total $ 25,847,656 $ 1,219 $ (22,773 ) $ 25,826,102 $ 5,703,581 $ 15,936,157 $ 4,186,364 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventories [Abstract] | |
Inventories | Inventories consist of approximately the following: March 31, 2017 December 31, 2016 Raw materials $ 4,986,000 $ 4,483,000 Work-in-process 140,000 462,000 Finished goods 2,485,000 2,290,000 Total inventory $ 7,611,000 $ 7,235,000 |
Net Income (Loss) per Common 23
Net Income (Loss) per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Net Income (Loss) per Common Share [Abstract] | |
Anti-dilutive Securities Excluded from Diluted Loss per Common Share | Because we had a net loss during the three months ended March 31, 2017 and 2016, the following options and warrants and outstanding and unvested restricted stock to purchase shares of our common stock were excluded from diluted net loss per common share because of their anti-dilutive effect, and therefore, basic net loss per common share equals dilutive net loss per common share: Number of options, warrants and unvested restricted stock Range of stock option and warrant exercise prices Three months ended March 31, 2017 2,244,000 $0.88 to $24.40 Three months ended March 31, 2016 2,662,000 $1.20 to $24.40 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Shareholders' Equity [Abstract] | |
Weighted-average Assumptions used to Value the Options Granted | We used the following weighted-average assumptions to value the options granted during the three months ended March 31: 2016 Expected life in years 3.00 Risk-free interest rate 1.3 % Expected volatility 60.00 % Expected dividend yield 0 % Weighted-average grant date fair value $ 0.49 |
Stock Option Activity | The following table summarizes the activity related to our stock options during the three months ended March 31, 2017: Number of shares Weighted average exercise price Weighted average remaining life in years Aggregate intrinsic value Outstanding at December 31, 2016 1,680,990 $ 3.54 6.55 $ 752,290 Options granted - - - - Options exercised (2,411 ) - - - Options surrendered (24,749 ) $ 9.62 - - Outstanding at March 31, 2017 1,653,830 $ 3.46 6.41 $ 554,695 Exercisable at March 31, 2017 788,655 $ 5.91 3.63 $ 16,309 |
Restricted Shares Activity | The following table summarizes the activity related to our restricted shares during the three months ended March 31, 2017: Number of Shares Weighted average grant date fair value Weighted average remaining life in years Aggregate intrinsic value Balance at December 31, 2016 992,548 $ 1.30 1.35 $ 1,995,021 Shares granted - - - Shares vested (402,147 ) 1.10 - $ 723,865 Shares surrendered - - Balance at March 31, 2017 590,401 $ 1.44 1.63 $ 1,062,722 |
Savings and Retirement Plans (T
Savings and Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Savings and Retirement Plans [Abstract] | |
Components of Benefit Costs for Defined Benefit Retirement Plans | The cost for our defined benefit retirement plans in The Netherlands and the United Kingdom includes the following components for the three month periods ended March 31: Three Months Ended March 31 2017 2016 Gross service cost $ 21,000 $ 26,000 Interest cost 23,000 29,000 Management cost 3,000 1,000 Expected return on assets (21,000 ) (24,000 ) Amortization - (1,000 ) Net periodic retirement cost $ 26,000 $ 31,000 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Segment Information [Abstract] | |
Sales to Customers and Long-Lived Assets by Geographic Area | Information regarding geographic area net sales to customers for the three months ended March 31, 2017 and 2016, is approximately as follows: United States All Other Foreign Countries (1) Consolidated Three months ended March 31, 2017 $ 9,228,000 $ 3,722,000 $ 12,950,000 Three months ended March 31, 2016 $ 8,643,000 $ 3,564,000 $ 12,207,000 (1) No other country accounts for 10% of more of the consolidated net sales. Information regarding geographic area long-lived assets at March 31, 2017 and December 31, 2016 is approximately as follows: United States United Kingdom/ The Netherlands Consolidated March 31, 2017 $ 1,628,000 $ 448,000 $ 2,076,000 December 31, 2016 $ 1,676,000 $ 439,000 $ 2,115,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) Adult in Millions | 3 Months Ended |
Mar. 31, 2017Adult | |
Summary of Significant Accounting Policies [Abstract] | |
Number of adults affected by OAB | 40 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 19,313,000 | $ 19,313,000 | |
Accumulated amortization | $ 10,421,000 | $ 9,831,000 | |
Remaining useful life | 3 years 11 months 23 days | 4 years 2 months 23 days | |
Net book value of amortizable intangible assets | $ 8,892,000 | $ 9,482,000 | |
Amortization of intangible assets | 590,553 | $ 590,858 | |
Estimated amortization expense for all intangible assets [Abstract] | |||
April 1, 2017 through December 31, 2017 | 1,760,000 | ||
2,018 | 2,345,000 | ||
2,019 | 2,339,000 | ||
2,020 | 1,252,000 | ||
2,021 | 892,000 | ||
Thereafter | 228,000 | ||
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 6,200,000 | 6,200,000 | |
Accumulated amortization | $ 1,771,000 | $ 1,550,000 | |
Remaining useful life | 5 years | 5 years 3 months | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 5,653,000 | $ 5,653,000 | |
Accumulated amortization | $ 5,623,000 | $ 5,616,000 | |
Remaining useful life | 8 years | 8 years 3 months | |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 190,000 | $ 190,000 | |
Accumulated amortization | $ 77,000 | $ 75,000 | |
Remaining useful life | 8 years | 8 years 3 months | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 7,270,000 | $ 7,270,000 | |
Accumulated amortization | $ 2,950,000 | $ 2,590,000 | |
Remaining useful life | 3 years | 3 years 3 months |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | $ 25,847,656 | |||
Unrealized Gains | 1,219 | |||
Unrealized Losses | (22,773) | |||
Fair Value | 25,826,102 | |||
Cash and Cash Equivalents | 5,703,581 | |||
Short-Term Investments | 15,936,157 | |||
Long-Term Investments | 4,186,364 | |||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||
Cash and cash equivalents | 5,703,581 | $ 9,369,624 | $ 2,156,530 | $ 1,976,594 |
Cash and cash equivalents held in foreign bank accounts | 579,000 | $ 507,000 | ||
Cash [Member] | ||||
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | 1,245,315 | |||
Unrealized Gains | 0 | |||
Unrealized Losses | 0 | |||
Fair Value | 1,245,315 | |||
Cash and Cash Equivalents | 1,245,315 | |||
Short-Term Investments | 0 | |||
Long-Term Investments | 0 | |||
Level 1 [Member] | ||||
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | 4,458,266 | |||
Unrealized Gains | 0 | |||
Unrealized Losses | 0 | |||
Fair Value | 4,458,266 | |||
Cash and Cash Equivalents | 4,458,266 | |||
Short-Term Investments | 0 | |||
Long-Term Investments | 0 | |||
Level 1 [Member] | Money Market Funds [Member] | ||||
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | 4,458,266 | |||
Unrealized Gains | 0 | |||
Unrealized Losses | 0 | |||
Fair Value | 4,458,266 | |||
Cash and Cash Equivalents | 4,458,266 | |||
Short-Term Investments | 0 | |||
Long-Term Investments | 0 | |||
Level 2 [Member] | ||||
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | 20,144,075 | |||
Unrealized Gains | 1,219 | |||
Unrealized Losses | (22,773) | |||
Fair Value | 20,122,521 | |||
Cash and Cash Equivalents | 0 | |||
Short-Term Investments | 15,936,157 | |||
Long-Term Investments | 4,186,364 | |||
Level 2 [Member] | Certificates of Deposit [Member] | ||||
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | 2,160,000 | |||
Unrealized Gains | 1,219 | |||
Unrealized Losses | 0 | |||
Fair Value | 2,161,219 | |||
Cash and Cash Equivalents | 0 | |||
Short-Term Investments | 720,437 | |||
Long-Term Investments | 1,440,782 | |||
Level 2 [Member] | Commercial Paper [Member] | ||||
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | 4,781,311 | |||
Unrealized Gains | 0 | |||
Unrealized Losses | (3,931) | |||
Fair Value | 4,777,380 | |||
Cash and Cash Equivalents | 0 | |||
Short-Term Investments | 4,777,380 | |||
Long-Term Investments | 0 | |||
Level 2 [Member] | Corporate Notes/Bonds [Member] | ||||
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | 9,700,839 | |||
Unrealized Gains | 0 | |||
Unrealized Losses | (12,807) | |||
Fair Value | 9,688,032 | |||
Cash and Cash Equivalents | 0 | |||
Short-Term Investments | 8,441,700 | |||
Long-Term Investments | 1,246,332 | |||
Level 2 [Member] | U.S. Government Agencies [Member] | ||||
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract] | ||||
Adjusted Cost | 3,501,925 | |||
Unrealized Gains | 0 | |||
Unrealized Losses | (6,035) | |||
Fair Value | 3,495,890 | |||
Cash and Cash Equivalents | 0 | |||
Short-Term Investments | 1,996,640 | |||
Long-Term Investments | $ 1,499,250 |
Line of Credit (Details)
Line of Credit (Details) - Revolving Credit Facility [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Sep. 18, 2015 | |
Line of Credit Facility [Line Items] | ||
Borrowing capacity percentage based on value of eligible accounts receivable | 80.00% | |
Borrowing capacity percentage based on value of eligible inventory | 40.00% | |
Notes principal balance outstanding cap value | $ 2,500,000 | |
Line of credit facility available borrowing | 6,068,000 | |
Amount borrowed under credit facility | $ 0 | |
Variable interest rate per annum | 1.25% | |
Line of credit interest rate | 5.25% | |
Line of credit interest rate increase | 6.00% | |
Line of credit non-usage fee | 0.15% | |
Venture Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility amount | $ 7,000,000 |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Raw materials | $ 4,986,000 | $ 4,483,000 |
Work-in-process | 140,000 | 462,000 |
Finished goods | 2,485,000 | 2,290,000 |
Total inventory | $ 7,610,645 | $ 7,235,043 |
Net Income (Loss) per Common 32
Net Income (Loss) per Common Share (Details) - Options, Warrants and Unvested Restricted Stock [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of anti-dilutive shares excluded from computation of diluted loss per common share (in shares) | 2,244,000 | 2,662,000 |
Range of exercise prices - lower range limit (in dollars per share) | $ 0.88 | $ 1.20 |
Range of exercise prices - upper range limit (in dollars per share) | $ 24.40 | $ 24.40 |
Shareholders' Equity, Share-bas
Shareholders' Equity, Share-based Compensation (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)Plan$ / sharesshares | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ | $ 349,000 | $ 84,000 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized share-based compensation expense | $ | $ 330,000 | ||
Unrecognized compensation expense, weighted average period of recognition | 1 year 11 months 12 days | ||
Weighted-average assumptions used to value the options granted [Abstract] | |||
Expected life in years | 3 years | ||
Risk-free interest rate | 1.30% | ||
Expected volatility | 60.00% | ||
Expected dividend yield | 0.00% | ||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0.49 | ||
Stock options, number of shares [Roll Forward] | |||
Outstanding, beginning of period (in shares) | 1,680,990 | ||
Options granted (in shares) | 0 | ||
Options exercised (in shares) | (2,411) | ||
Options surrendered (in shares) | (24,749) | ||
Outstanding, end of period (in shares) | 1,653,830 | 1,680,990 | |
Exercisable, end of period (in shares) | 788,655 | ||
Stock options, weighted average exercise price [Roll Forward] | |||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 3.54 | ||
Options granted (in dollars per share) | $ / shares | 0 | ||
Options exercised (in dollars per share) | $ / shares | 0 | ||
Options surrendered (in dollars per share) | $ / shares | 9.62 | ||
Outstanding, end of period (in dollars per share) | $ / shares | 3.46 | $ 3.54 | |
Exercisable, end of period (in dollars per share) | $ / shares | $ 5.91 | ||
Stock options, additional disclosures [Abstract] | |||
Outstanding, weighted average remaining life in years | 6 years 4 months 28 days | 6 years 6 months 18 days | |
Options exercisable, Weighted average remaining life in years | 3 years 7 months 17 days | ||
Outstanding, aggregate intrinsic value | $ | $ 554,695 | $ 752,290 | |
Exercisable, aggregate intrinsic value | $ | 16,309 | ||
Fair value of stock options vested | $ | $ 2,000 | $ 94,000 | |
2015 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of active plans for share-based compensation grants | Plan | 1 | ||
Number of shares reserved for share-based grants (in shares) | 2,500,000 | ||
Shares remain available for grant (in shares) | 1,401,879 | ||
Vesting period | 2 years | ||
2015 Plan [Member] | Stock Options [Member] | |||
Stock options, number of shares [Roll Forward] | |||
Outstanding, end of period (in shares) | 1,653,830 | ||
2015 Plan [Member] | Stock Options [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of share-based payment award | 7 years | ||
2015 Plan [Member] | Stock Options [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of share-based payment award | 10 years | ||
Vesting period | 3 years |
Shareholders' Equity, Restricte
Shareholders' Equity, Restricted Shares (Details) - Restricted Stock [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Restricted shares and warrants, number of shares [Roll Forward] | |||
Balance, beginning of period (in shares) | 992,548 | ||
Shares granted (in shares) | 0 | ||
Shares vested (in shares) | (402,147) | ||
Shares surrendered (in shares) | 0 | ||
Balance, end of period (in shares) | 590,401 | 992,548 | |
Restricted shares, weighted average grant date fair value [Roll Forward] | |||
Balance, beginning of period (in dollars per share) | $ 1.30 | ||
Shares granted (in dollars per share) | 0 | ||
Shares vested (in dollars per share) | 1.10 | ||
Shares surrendered (in dollars per share) | 0 | ||
Balance, end of period (in dollars per share) | $ 1.44 | $ 1.30 | |
Restricted shares and warrants, additional disclosures [Abstract] | |||
Weighted average remaining life in years, Balance | 1 year 7 months 17 days | 1 year 4 months 6 days | |
Aggregate intrinsic value, Balance | $ 1,995,021 | ||
Shares vested, Aggregate intrinsic value | 723,865 | ||
Aggregate intrinsic value, Balance | 1,062,722 | $ 1,995,021 | |
Unrecognized share-based compensation expense | $ 479,000 | ||
Unrecognized compensation expense, weighted average period of recognition | 1 year 7 months 17 days | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 6 months | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year |
Savings and Retirement Plans (D
Savings and Retirement Plans (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Savings and Retirement Plans [Abstract] | ||
Employer discretionary contribution amount to U.S. plan | $ 221,000 | $ 123,000 |
Defined Benefit Plans, Net Periodic Retirement Cost [Abstract] | ||
Gross service cost | 21,000 | 26,000 |
Interest cost | 23,000 | 29,000 |
Management cost | 3,000 | 1,000 |
Expected return on assets | (21,000) | (24,000) |
Amortization | 0 | (1,000) |
Net periodic retirement cost | $ 26,000 | $ 31,000 |
Business Segment Information (D
Business Segment Information (Details) | 3 Months Ended | |||
Mar. 31, 2017USD ($)Segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | ||
Business Segment Information [Abstract] | ||||
Number of operating segments | Segment | 1 | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 12,950,133 | $ 12,206,564 | ||
Long-lived assets | 2,076,023 | $ 2,115,316 | ||
United States [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 9,228,000 | 8,643,000 | ||
Long-lived assets | 1,628,000 | 1,676,000 | ||
All Other Foreign Countries [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | [1] | 3,722,000 | $ 3,564,000 | |
United Kingdom/The Netherlands [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Long-lived assets | $ 448,000 | $ 439,000 | ||
[1] | No other country accounts for 10% or more of the consolidated net sales. |