Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Mar. 07, 2015 |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | NON INVASIVE MONITORING SYSTEMS INC /FL/ | |
Entity Central Index Key | 720762 | |
Current Fiscal Year End Date | -24 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | NIMU | |
Entity Common Stock, Shares Outstanding | 79,007,423 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash | $1 | $21 |
Inventories, net | 455 | 455 |
Prepaid expenses, deposits, and other current assets | 24 | 49 |
Total current assets | 480 | 525 |
Tooling and equipment, net | 0 | 1 |
Total assets | 480 | 526 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,034 | 909 |
Customer deposits | 4 | 4 |
Notes payable - Related Party | 1,200 | 1,150 |
Notes payable - Other | 50 | 50 |
Total current liabilities | 2,288 | 2,113 |
Total liabilities | 2,288 | 2,113 |
Shareholders' deficit | ||
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 79,007,423 and 78,942,423 shares issued and outstanding, respectively. | 790 | 789 |
Additional paid in capital | 21,930 | 21,931 |
Accumulated deficit | -24,545 | -24,323 |
Accumulated other comprehensive loss | -48 | -49 |
Total shareholders' deficit | -1,808 | -1,587 |
Total liabilities and shareholders' deficit | 480 | 526 |
Series B Preferred Stock [Member] | ||
Shareholders' deficit | ||
Preferred Stock, Value, Issued | 0 | 0 |
Total shareholders' deficit | 0 | 0 |
Series C Preferred Stock [Member] | ||
Shareholders' deficit | ||
Preferred Stock, Value, Issued | 62 | 62 |
Total shareholders' deficit | 62 | 62 |
Series D Preferred Stock [Member] | ||
Shareholders' deficit | ||
Preferred Stock, Value, Issued | 3 | 3 |
Total shareholders' deficit | $3 | $3 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 79,007,423 | 79,007,423 |
Common stock, shares outstanding | 78,942,423 | 78,942,423 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $1 | $1 |
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Preferred stock, liquidation preference | $10 | $10 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $1 | $1 |
Preferred stock, shares authorized | 62,048 | 62,048 |
Preferred stock, shares issued | 62,048 | 62,048 |
Preferred stock, shares outstanding | 62,048 | 62,048 |
Preferred stock, liquidation preference | 62 | 62 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $1 | $1 |
Preferred stock, shares authorized | 5,500 | 5,500 |
Preferred stock, shares issued | 2,782 | 2,782 |
Preferred stock, shares outstanding | 2,795 | 2,795 |
Preferred stock, liquidation preference | $4,193 | $4,193 |
CONDENSED_CONSOLIDATED_COMPREH
CONDENSED CONSOLIDATED COMPREHENSIVE STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Revenues | ||||
Product sales, net | $0 | $0 | $0 | $0 |
Royalties | 0 | 0 | 0 | 1 |
Total revenues | 0 | 0 | 0 | 1 |
Operating costs and expenses | ||||
Cost of sales | 0 | 0 | 0 | 0 |
Selling, general and administrative | 82 | 73 | 153 | 158 |
Research and development | 0 | 0 | 0 | 1 |
Total operating costs and expenses | 82 | 73 | 153 | 159 |
Operating loss | -82 | -73 | -153 | -158 |
Interest expense, net | -35 | -33 | -69 | -66 |
Net loss | -117 | -106 | -222 | -224 |
Other Comprehensive Income Currency translation adjustment | 1 | 0 | 1 | 0 |
Comprehensive net loss | ($116) | ($106) | ($221) | ($224) |
Weighted average number of common shares outstanding - Basic and diluted | 78,976 | 78,942 | 78,976 | 78,942 |
Basic and diluted loss per common share | $0 | $0 | $0 | $0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] |
In Thousands, except Share data | ||||||||
Balance at Jul. 31, 2014 | ($1,587) | $789 | $21,931 | ($24,323) | ($49) | $0 | $62 | $3 |
Balance, shares at Jul. 31, 2014 | 78,942,423 | 100 | 62,048 | 2,795 | ||||
Conversion of Preferred Stock to Common Stock (in shares) | 65,000 | 0 | 0 | -13 | ||||
Conversion of Preferred Stock to Common Stock | 0 | 1 | -1 | 0 | 0 | 0 | 0 | 0 |
Foreign currency translation adjustment | 1 | 0 | 0 | 0 | 1 | 0 | 0 | 0 |
Net loss | -222 | 0 | 0 | -222 | 0 | 0 | 0 | 0 |
Balance at Jan. 31, 2015 | ($1,808) | $790 | $21,930 | ($24,545) | ($48) | $0 | $62 | $3 |
Balance, shares at Jan. 31, 2015 | 79,007,423 | 100 | 62,048 | 2,782 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Operating activities | ||
Net loss | ($222) | ($224) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1 | 3 |
Stock-based compensation expense | 0 | 3 |
Changes in operating assets and liabilities | ||
Royalties and other receivable, net | 0 | 1 |
Inventories, net | 0 | 1 |
Prepaid expenses, deposits and other current assets | 26 | 28 |
Accounts payable and accrued expenses | 125 | 31 |
Net cash used in operating activities | -70 | -157 |
Financing activities | ||
Proceeds from notes payable - related party | 50 | 0 |
Net provided by financing activities | 50 | 0 |
Net decrease in cash | -20 | -157 |
Cash, beginning of period | 21 | 296 |
Cash, end of period | $1 | $139 |
ORGANIZATION_AND_BUSINESS
ORGANIZATION AND BUSINESS | 6 Months Ended | |
Jan. 31, 2015 | ||
Organization and Business [Abstract] | ||
ORGANIZATION AND BUSINESS | 1 | ORGANIZATION AND BUSINESS |
Organization. Non-Invasive Monitoring Systems, Inc., a Florida corporation (together with its consolidated subsidiaries, the “Company” or “NIMS”), began business as a medical diagnostic monitoring company to develop computer-aided continuous monitoring devices to detect abnormal respiratory and cardiac events using sensors on the human body’s surface. It has ceased to operate in this market and has licensed the rights to its technology. The Company continues to work on developing and marketing its Exer-Rest® line of acceleration therapeutic platforms based upon unique, patented whole body periodic acceleration (“WBPA”) technology. The Exer-Rest line of acceleration therapeutic platforms currently includes the Exer-Rest AT, AT3800 and AT4700 models. | ||
Business. The Company is developing and marketing its Exer-Rest® line of acceleration therapeutic platforms based upon unique, patented whole body periodic acceleration (“WBPA”) technology. The Exer-Rest line of acceleration therapeutic platforms currently includes the Exer-Rest AT, AT3800 and AT4700 models. | ||
The Company received revenue from royalties on sales of diagnostic monitoring hardware and software by SensorMedics and from VivoMetrics in prior years. SensorMedics indicated they will discontinue licensed product sales after current inventory is depleted and, therefore, the royalty revenue from SensorMedics is expected to be minimal to none. VivoMetrics ceased operations in July 2009 and filed for Chapter 11 bankruptcy protection in October 2009. Pursuant to VivoMetrics’ approved bankruptcy plan of reorganization, our license with VivoMetrics was assigned to another company; however, there can be no assurance as to the future amount of royalty revenue, if any, that we may derive from this license or from our existing license with SensorMedics. In fiscal year 2009, NIMS began commercial sales of its third generation Exer-Rest therapeutic platforms. | ||
During the calendar years 2005 to 2007, the Company designed, developed and manufactured the first Exer-Rest platform (now the Exer-Rest AT), a second generation acceleration therapeutics platform, and updated its operations to promote the Exer-Rest AT overseas as an aid to improve circulation and joint mobility and to relieve minor aches and pains. | ||
The Company has developed a third generation of Exer-Rest acceleration therapeutic platforms (designated the Exer-Rest AT3800 and the Exer-Rest AT4700) that has been manufactured by Sing Lin Technologies Co. Ltd. (“Sing Lin”) based in Taichung, Taiwan (see Note 10). | ||
The Company’s financial statements have been prepared and presented on a basis assuming it will continue as a going concern. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net losses of approximately $222,000 and $224,000 for the six month periods ending January 31, 2015 and 2014, respectively, and has experienced cash outflows from operating activities. The Company also has an accumulated deficit of $24.5 million as of January 31, 2015, and has potential purchase obligations at January 31, 2015 (see note 10). The Company had $1,000 of cash at January 31, 2015 and negative working capital of approximately $1,808,000. These matters raise substantial doubt about the Company’s ability to continue as a going concern. | ||
The Company is continuing its business activities without any significant revenues from product sales. Absent any significant revenues from product sales, the Company is seeking debt or equity financing or a strategic collaboration. There is no assurance that the Company will be successful in this regard, and, if not successful, that it will be able to continue its business activities. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | |
Jan. 31, 2015 | ||
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Consolidation.The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Non-Invasive Monitoring Systems of Florida, Inc., which has no current operations, and NIMS of Canada, Inc., a Canadian corporation, which has no current operations. All material inter-company accounts and transactions have been eliminated in consolidation. | ||
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, such as accounts receivable, warranty accrual, deferred taxes, and the input variables for stock based compensation as estimates, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. | ||
Cash and Cash Equivalents. The Company considers all highly liquid short-term investments purchased with an original maturity date of three months or less to be cash equivalents. The Company had approximately $1,000 and $21,000, on deposit in bank operating accounts at January 31, 2015 and July 31, 2014, respectively. | ||
Allowances for Doubtful Accounts. Royalties and other receivables are recorded at the stated amount of the transactions. The Company provides an allowance for royalties and other receivables it believes it may not collect in full. Receivables are written off when they are deemed to be uncollectible and all collection attempts have ceased. The amount of bad debt recorded each period and the resulting adequacy of the allowance at the end of each period are determined using a combination of the Company’s historical loss experience, customer-by-customer analysis of the Company’s accounts receivable each period and subjective assessments of the Company’s future bad debt exposure. | ||
Inventories. Inventories are stated at lower of cost or market using the first-in, first-out method, and are evaluated at least annually for impairment. Inventories at January 31, 2015 and July 31, 2014 primarily consist of finished Exer-Rest units and accessories. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical obsolescence and future sales forecasts. | ||
Tooling and Equipment. These assets are stated at cost and depreciated or amortized using the straight-line method, over their estimated useful lives. | ||
Long-lived Assets. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In performing the review for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the assets, an impairment loss is recognized as the difference between the fair value and the carrying amount of the asset. | ||
Taxes Assessed on Revenue-Producing Transactions. The Company presents sales taxes assessed on revenue-producing transactions between a seller and customer using the net presentation; thus, sales and cost of revenues are not affected by such taxes. | ||
Income Taxes. The Company provides for income taxes using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences in future years of temporary differences between the carrying amounts of assets and liabilities for financial statement and income tax purposes. The deferred tax asset for loss carryforwards and other potential future tax benefits has been fully offset by a valuation allowance since it is uncertain whether any future benefit will be realized. The utilization of the loss carryforward is limited to future taxable earnings of the Company and may be subject to severe limitations if the Company undergoes an ownership change pursuant to the Internal Revenue Code Section 382. Tax years ranging from 2011 to 2014 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. It is the Company’s policy to include income tax interest and penalty expense in its tax provision. | ||
Revenue Recognition. Revenue from product sales is recognized when persuasive evidence of an arrangement exists, the goods are shipped and title has transferred, the price is fixed or determinable, and the collection of the sales proceeds is reasonably assured. The Company recognizes royalties as they are earned, based on reports from licensees. Research and consulting revenue and revenue from sales of extended warranties on therapeutic platforms are recognized over the term of the respective agreements. | ||
Advertising Costs. The Company expenses all costs of advertising and promotions as incurred. There were no advertising and promotional costs incurred for the three and six months ended January 31, 2015 and 2014. | ||
Research and Development Costs. Research and development costs are expensed as incurred, and primarily consist of payments to third parties for research and development of the Exer-Rest device and regulatory testing and other costs to obtain FDA approval. | ||
Warranties. The Company’s warranties are two years on all Exer-Rest products sold domestically and one year for products sold outside of the U.S. and are accrued based on management’s estimates and the history of warranty costs incurred. There were no material warranty costs incurred during the three and six months ended January 31, 2015 and 2014, and management estimates that the Company’s accrued warranty expense at January 31, 2015 will be sufficient to offset claims made for units under warranty. | ||
Stock-based compensation. The Company recognizes all share-based payments, including grants of stock options, as operating costs and expenses, based on their grant date fair values. Stock-based compensation expense is recognized over the vesting life of the underlying stock options and is included in selling, general and administrative costs and expenses in the condensed consolidated comprehensive statements of operations for all periods presented. | ||
Fair Value of Financial Instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2015 and July 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments such as cash and cash equivalents, royalties and other receivables, accounts payable and accrued expenses approximate fair values because they are short term in nature or they bear current market interest rates. As of January 31, 2015, the respective carrying value of the notes payable – related party and notes payable – other approximate our current borrowing rate for similar debt instruments of comparable maturity and are considered Level 3 measurements within the fair value hierarchy. | ||
Foreign Currency Translation. The functional currency for the Company’s foreign subsidiary is the local currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of stockholders’ deficit and other comprehensive loss. | ||
Comprehensive Income (Loss). Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translations. | ||
Loss Contingencies. We recognize contingent losses that are both probable and estimable. In this context, we define probability as circumstances under which events are likely to occur. In regards to legal costs, we record such costs as incurred. | ||
Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board issued an accounting standard update which affects the revenue recognition of entities that enter into either (1) certain contracts to transfer goods or services to customers or (2) certain contracts for the transfer of nonfinancial assets. The update indicates an entity should recognize revenue in an amount that reflects the consideration the entity expects to be entitled to in exchange for the goods or services transferred by the entity. The update is to be applied to the beginning of the year of implementation or retrospectively and is effective for annual periods beginning after December 15, 2016 and in interim periods in that reporting period. Early application is not permitted. The Company is currently evaluating the effect the update will have on its financial statement | ||
INVENTORIES
INVENTORIES | 6 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
INVENTORIES | 3 | INVENTORIES | ||||||
The Company’s inventory consisted of the following at January 31, 2015 (unaudited) and July 31, 2014 (in thousands): | ||||||||
January 31, 2015 | July 31, 2014 | |||||||
Work-in-progress, spare parts and accessories | $ | 9 | $ | 9 | ||||
Finished goods | 446 | 446 | ||||||
Total inventories | $ | 455 | $ | 455 | ||||
Although it does not plan to do so, if the Company were to dispose of the inventory outside the course of normal business, the amount recovered by the Company could be substantially less than cost. | ||||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||
STOCK-BASED COMPENSATION | 4 | STOCK-BASED COMPENSATION | ||||||||||||
The Company measures the cost of employee, officer and director services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of the Company’s stock option awards is expensed over the vesting life of the underlying stock options using the graded vesting method, with each tranche of vesting options valued separately. The Company recorded stock-based compensation of $0, for the three and six months ended January 31, 2015 and $2,000 and $3,000, respectively, for the three and six months ended January 31, 2014. All stock-based compensation is included in the Company’s selling, general and administrative costs and expenses. | ||||||||||||||
The Company’s 2000 Stock Option Plan (the “2000 Plan”), as amended, provides for the issuance of up to 2,000,000 shares of the Company’s Common Stock. The 2000 Plan allows the issuance of incentive stock options, stock appreciation rights and restricted stock awards. The exercise price of the options is determined by the compensation committee of the Company’s Board of Directors, but incentive stock options must be granted at an exercise price not less than the fair market value of the Company’s Common Stock as of the grant date or an exercise price of not less than 110% of the fair value for a 10% shareholder. Options expire up to ten years from the date of the grant and are exercisable according to the terms of the individual option agreements. The 2000 Plan expired on March 1, 2012. No additional grants may be made under the 2000 Plan; however, previously granted options will remain in force pursuant to the terms of the individual grants. | ||||||||||||||
In November 2010, the Company’s Board and Compensation Committee approved the Non-Invasive Monitoring Systems, Inc. 2011 Stock Incentive Plan (the “2011 Plan”). Awards granted under the 2011 Plan may consist of incentive stock options, stock appreciation rights (SAR), restricted stock grants, restricted stock units (RSU), performance shares, performance units or cash awards. Subject to adjustment in certain circumstances, the 2011 Plan authorizes up to 4,000,000 shares of the Company’s common stock for issuance pursuant to the terms of the 2011 Plan. The 2011 Plan was approved by our shareholders in March 2012 and no awards have been granted under the 2011 Plan as of January 31, 2015. | ||||||||||||||
The Company did not grant any stock options during the three and six months ended January 31, 2015 and 2014. | ||||||||||||||
A summary of the Company’s stock option activity for the six months ended January 31, 2015 is as follows: | ||||||||||||||
Weighted | ||||||||||||||
Weighted | average | |||||||||||||
Average | remaining | Aggregate | ||||||||||||
Exercise | contractual | intrinsic | ||||||||||||
Shares | Price | term (years) | Value | |||||||||||
Options outstanding, July 31, 2014 | 378,750 | $ | 0.38 | |||||||||||
Options granted | - | n/a | ||||||||||||
Options exercised | - | n/a | ||||||||||||
Options forfeited or expired | - | n/a | ||||||||||||
Options outstanding, January 31, 2015 | 378,750 | $ | 0.38 | 1.63 | - | |||||||||
Options expected to vest, January 31, 2015 | 378,750 | $ | 0.38 | 1.63 | - | |||||||||
Options exercisable, January 31 , 2015 | 378,750 | $ | 0.38 | 1.63 | - | |||||||||
Of the 378,750 options outstanding at January 31, 2015, 378,750 were issued under the 2000 Plan and none were issued outside of shareholder approved plans. There were no options exercised during the six month period ended January 31, 2015 and 2014. There were no options forfeited or expired during the three and six months ended January 31, 2015, 75,000 options expired during the six month period ended January 31, 2014. | ||||||||||||||
As of January 31, 2015, there was no unrecognized costs related to outstanding stock options. | ||||||||||||||
ROYALTIES
ROYALTIES | 6 Months Ended | |
Jan. 31, 2015 | ||
Royalties [Abstract] | ||
ROYALTIES | 5 | ROYALTIES |
The Company is a party to two licensing agreements with SensorMedics and VivoMetrics. The Company receives royalty income from the sale of its diagnostic monitoring hardware and software from SensorMedics and previously received royalties from VivoMetrics prior to its bankruptcy. Royalty income from the SensorMedics license amounted to $0 for the three and six months ended January 31, 2015, and $0 and $1,000 for the three and six months ended January 31, 2014. There were no royalties recognized from VivoMetrics for the three and six months ended January 31, 2015 and 2014. VivoMetrics ceased operations in July 2009 and filed for Chapter 11 bankruptcy protection in October 2009. Under VivoMetrics’ proposed bankruptcy plan of reorganization, our license with VivoMetrics was assigned to another company; however, there can be no assurance as to the future amount of royalty income, if any, that may result from this license. | ||
NOTES_PAYABLE
NOTES PAYABLE | 6 Months Ended | ||||
Jan. 31, 2015 | |||||
Notes Payable [Abstract] | |||||
NOTES PAYABLE | 6 | NOTES PAYABLE | |||
2010 Credit Facility. On March 31, 2010, the Company entered into a new Note and Security Agreement with Frost Gamma Investments Trust, a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of the Company’s common stock, and Hsu Gamma Investments, LP, an entity controlled by the Company’s Chairman (together, the “Lenders”), pursuant to which the Lenders have provided a revolving credit line (the “Credit Facility”) in the aggregate principal amount of up to $1.0 million, secured by all of the Company’s personal property. The Company is permitted to borrow and reborrow from time to time under the Credit Facility until July 31, 2013 and subsequently the date was extended to July 31, 2015 (the “Credit Facility Maturity Date”). The interest rate payable on amounts outstanding under the Credit Facility is 11% per annum, and increases to 16% per annum after the Credit Facility Maturity Date or after an event of default. All amounts owing under the Credit Facility are required to be repaid by the Credit Facility Maturity Date, and amounts outstanding are prepayable at any time. As of January 31, 2015, the Company had drawn an aggregate of $1,000,000 under the Credit Facility and there is no available balance remaining. | |||||
2011 Promissory Notes. On September 12, 2011, the Company entered into two promissory notes in the principal amount of $50,000 each with Frost Gamma, a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of the Company’s common stock, and with an unrelated third party for a total of $100,000. The interest rate payable by NIMS on both the Frost Gamma Note and the unrelated third party note is 11% per annum, payable on the maturity date of September 12, 2014 and subsequently the date was extended to July 31, 2015 (the “Promissory Notes Maturity Date”). The Company may prepay either or both notes in advance of the Promissory Notes Maturity Date without premium or penalty. | |||||
2012 Promissory Note. On May 30, 2012, the Company entered into a promissory note in the principal amount of $50,000 with Hsu Gamma, an entity controlled by NIMS’ Chairman of the Board and Interim Chief Executive Officer, Jane H. Hsiao, (the “Hsu Gamma Note”). The interest rate payable by NIMS on the Hsu Gamma Note is 11% per annum, payable on the maturity date of September 12, 2014 and subsequently the date was extended to July 31, 2015. The Hsu Gamma Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. | |||||
2013 Promissory Note. On February 22, 2013, the Company entered into a promissory note in the amount of $50,000 with Jane Hsiao, the Company’s Chairman of the Board and Interim Chief Executive Officer (the “Hsiao Note”). The interest rate payable by the Company on the Hsiao Note is 11% per annum, originally payable on the maturity date of September 12, 2014 and subsequently the date was extended to July 31, 2015. The Hsiao Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. | |||||
2014 Promissory Note. On September 24, 2014, the Company entered into a promissory note (the “2014 Hsiao Note”) in the principal amount of $50,000 with Jane Hsiao, NIMS' Chairman of the Board and Interim Chief Executive Officer. The interest rate payable by NIMS on the 2014 Hsiao Note is 11% per annum, payable on the maturity date of July 31, 2015. The 2014 Hsiao Note may be prepaid in advance of the Maturity Date without penalty. | |||||
2015 Promissory Note. On February 2, 2015, the Company entered into a promissory note (the “2015 Hsiao Note”) in the principal amount of $50,000 with Jane Hsiao, NIMS' Chairman of the Board and Interim Chief Executive Officer. The interest rate payable by the Company on the 2015 Hsiao Note is 11% per annum, payable on the maturity date of July 31, 2015. The 2015 Hsiao Note may be prepaid in advance of the Maturity Date without penalty. | |||||
At January 31, 2015, the Company was obligated under the above described Credit Facility and promissory notes to make future principal payments (excluding interest) as follows: | |||||
Year Ending January 31, | |||||
2015 | 1,250,000 | ||||
$ | 1,250,000 | ||||
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended | |
Jan. 31, 2015 | ||
Shareholders' Equity [Abstract] | ||
SHAREHOLDERS' EQUITY | 7 | SHAREHOLDERS' EQUITY |
The Company has three classes of Preferred Stock. Holders of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are entitled to vote with the holders of common stock as a single class on all matters. | ||
Series B Preferred Stock is not redeemable by the Company and has a liquidation value of $100 per share, plus declared and unpaid dividends, if any. Dividends are non-cumulative, and are at the rate of $10 per share, if declared. | ||
Series C Preferred Stock is redeemable by the Company at a price of $0.10 per share upon 30 days prior written notice. This series has a liquidation value of $1.00 per share plus declared and unpaid dividends, if any. Dividends are non-cumulative, and are at the rate of $0.10 per share, if declared. Each share of Series C Preferred Stock is convertible into 25 shares of the Company’s common stock upon payment of a conversion premium of $4.20 per share of common stock. The conversion rate and the conversion premium are subject to adjustments in the event of stock splits, stock dividends, reverse stock splits and certain other events. | ||
Series D Preferred Stock is not redeemable by the Company. This series has a liquidation value of $1,500 per share, plus declared and unpaid dividends, if any. Each share of Series D Preferred Stock is convertible into 5,000 shares of the Company’s common stock. The conversion rate is subject to adjustments in the event of stock splits, stock dividends, reverse stock splits and certain other events. | ||
On April 8, 2013, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with 12 investors (the “Investors”) pursuant to which the Investors agreed to purchase in a private placement an aggregate of 10,020,000 shares of the Company’s common stock, par value $0.01 (the “Shares”), at a price of $0.05 per share, for aggregate consideration of $501,000. The $0.05 per share price was less than the market price, which was approximately $0.12 as of the date of the agreement. Among the Investors purchasing Shares pursuant to the agreement were Dr. Jane Hsiao, the Company’s Chairman of the Board and Interim Chief Executive Officer and Frost Gamma, an entity controlled by Dr. Phillip Frost, one of the largest beneficial owners of the Company’s common stock. Dr. Hsiao purchased 2.0 million Shares and Frost Gamma purchased 2.0 million Shares. | ||
The Company issued 65,000 shares of the Company’s common stock for the conversion of 13 shares Series D Preferred Stock during the six months ended January 31, 2015 and did not issue any shares of the Company’s common stock for the six months ended January 31, 2014. No preferred stock dividends were declared for the three and six months ended January 31, 2015 and 2014. | ||
BASIC_AND_DILUTED_LOSS_PER_SHA
BASIC AND DILUTED LOSS PER SHARE | 6 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Basic and Diluted Loss Per Share [Abstract] | ||||||||
BASIC AND DILUTED LOSS PER SHARE | 8 | BASIC AND DILUTED LOSS PER SHARE | ||||||
Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock. In computing diluted net loss per share for the three and six months ended January 31, 2015 and 2014, no dilution adjustment has been made to the weighted average outstanding common shares because the assumed exercise of outstanding options and warrants and the conversion of preferred stock would be anti-dilutive. | ||||||||
Potential common shares not included in calculating diluted net loss per share are as follows: | ||||||||
January 31, 2015 | January 31, 2014 | |||||||
Stock options | 378,750 | 538,750 | ||||||
Series C Preferred Stock | 1,551,200 | 1,551,200 | ||||||
Series D Preferred Stock | 13,910,000 | 13,975,000 | ||||||
Total | 15,839,950 | 16,064,950 | ||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | |
Jan. 31, 2015 | ||
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 9 | RELATED PARTY TRANSACTIONS |
The Company signed a five year lease for office space in Miami, Florida with a company owned by Dr. Phillip Frost, who is the beneficial owner of more than 10% of the Company’s Common Stock. The current rental payments under the Miami office lease, which commenced January 1, 2008 and expired on December 31, 2012, are approximately $1,250 per month and are currently on a month-to-month basis. The Company recorded rent expense related to the Miami lease of approximately $4,000 and $8,000 respectively, for the three and six months ended January 31, 2015 and 2014 | ||
The Company signed a three year lease for warehouse space in Hialeah, Florida with a company jointly controlled by Dr. Frost and Dr. Jane Hsiao, the Company’s Chairman and Interim CEO. The rental payments under the Hialeah warehouse lease, which commenced February 1, 2009 and expired on January 31, 2012, then continued on a month-to-month basis. As further described in Note 10, the Company vacated the Hialeah warehouse in September 2014 and entered into a new lease with an unrelated third party. The Company recorded rent expense related to the Hialeah warehouse of approximately $6,000 for the three and six months ended January 31, 2015 and $16,000 and $28,000, respectively, for the three and six months ended January 31, 2014. | ||
As more fully described in Note 6, the Company entered into a $1.0 million Credit Facility in March 2010 with both an entity controlled by Dr. Frost and an entity controlled by Dr. Hsiao. There were no advances under the Credit Facility during the three and six months ended January 31, 2015. There was $1.0 million outstanding balance due, plus interest, on the Credit Facility as of January 31, 2015 and July 31, 2014 and there is no available balance remaining. The Credit Facility expires in July 31, 2015. | ||
On September 12, 2011, the Company entered into a promissory note in the principal amount of $50,000 with Frost Gamma, a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of our common stock. The interest rate payable by NIMS on the Frost Gamma note is 11% per annum, payable on July 31, 2015. The Frost Gamma note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. | ||
On May 30, 2012, the Company entered into a promissory note in the principal amount of $50,000 with Hsu Gamma, an entity controlled by our Chairman of the Board and Interim Chief Executive Officer, Jane H. Hsiao. The interest rate payable by NIMS on the Hsu Gamma note is 11% per annum, payable on the Promissory Notes Maturity Date. The Hsu Gamma note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. | ||
On February 22, 2013, the Company entered into a promissory note in the amount of $50,000 with Jane Hsiao, the Company’s Chairman of the Board and Interim Chief Executive Officer. The interest rate payable by the Company on the Hsiao Note is 11% per annum, payable on the Promissory Notes Maturity Date. The Hsiao Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. | ||
2014 Promissory Note. On September 24, 2014, the Company entered into a promissory note (the “2014 Hsiao Note”) in the principal amount of $50,000 with Jane Hsiao, NIMS' Chairman of the Board and Interim Chief Executive Officer. The interest rate payable by NIMS on the 2014 Hsiao Note is 11% per annum, payable on the maturity date of July 31, 2015. The 2014 Hsiao Note may be prepaid in advance of the Maturity Date without penalty. | ||
The Company incurred interest expense related to the Credit Facility of approximately $28,000 and $55,000 for the three and six months ended January 31, 2015 and 2014. The Company also incurred interest expense related to the promissory notes of approximately $7,000 and $13,000 for the three and six months ended January 31, 2015 and $5,000 and $14,000 for the three and six months ended January 31, 2014. Approximately $567,000 and $498,000 of accrued interest remained outstanding at January 31, 2014 and July 31, 2013, respectively. | ||
Dr. Hsiao, Dr. Frost and directors Steven Rubin and Rao Uppaluri are each significant stockholders, officers and/or directors or former directors of TransEnterix, Inc. (formerly SafeStitch Medical, Inc.) (“TransEnterix”), a publicly-traded, medical device manufacturer, Tiger X Medical, Inc. (“Tiger X”) (formerly known as Cardo Medical, Inc.), a publicly traded former medical device company, and Tiger Media, Inc. (“Tiger Media”) (formerly known as SearchMedia Holdings Limited), a publicly-traded media company operating primarily in China. The Company’s Chief Financial Officer also served as the Chief Financial Officer of TransEnterix until October 2, 2013. The Company’s Chief Financial Officer continued as an employee of TransEnterix until March 3, 2014, during which he supervised the Miami based accounting staffs of TransEnterix under a cost sharing arrangement whereby the total salaries of the Miami based accounting staffs of NIMS and TransEnterix were shared. Since December 2009, the Company’s Chief Legal Officer has served under a similar cost sharing arrangement as Corporate Counsel of Tiger Media and as the Chief Legal Officer of each of TransEnterix and Tiger X. The Company recorded to selling, general and administrative costs and expenses to account for the sharing of costs under these arrangements of $9,000 and $18,000, respectively, for the three and six months ended January 31, 2015, and $9,000 and $18,000, respectively, for the three and six months ended January 31, 2014. Accounts payable to TransEnterix related to these arrangements totaled approximately $7,000 and $3,000 at January 31, 2015 and July 31, 2014. | ||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | |
Jan. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 10 | COMMITMENTS AND CONTINGENCIES |
Leases. | ||
The Company is under an operating lease agreement for office space that expired in 2012 and continues on a month to month basis. The Company is also under an operating lease agreement for warehouse space that runs through September 2015 and requires for the payment of taxes, insurance and utilities. | ||
Generally, the lease agreements require the payment of base rent plus escalations for increases in building operating costs and real estate taxes. Rental expense for operating leases amounted $15,000 and $30,000 for the three and six months ended January 31, 2015 and $20,000 and $36,000 for the three and six months ended January 31, 2014 | ||
Product Development and Supply Agreement. | ||
On September 4, 2007, the Company entered into a Product Development and Supply Agreement (the “Agreement”) with Sing Lin Technologies Co. Ltd., a company based in Taichung, Taiwan ("Sing Lin"). Pursuant to the Agreement, the Company consigned to Sing Lin the development and design of the next generation Exer-Rest and related devices. The Agreement commenced as of September 3, 2007 and had a term that extended three years from the acceptance by NIMS of the first run of production units. Thereafter, the Agreement automatically renewed for successive one year terms unless either party sent the other a notice of non-renewal. Either party was permitted to terminate the Agreement with ninety days prior written notice. Upon termination, each party’s obligations under the Agreement were to be limited to obligations related to confirm orders placed prior to the termination date. | ||
Pursuant to the Agreement, Sing Lin designed, developed and manufactured the tooling required to manufacture the acceleration therapeutic platforms for a total cost to the Company of $471,000. Sing Lin utilized the tooling in the performance of its production obligations under the Agreement. The Company paid Sing Lin $150,000 of the tooling cost upon execution of the Agreement and $150,000 upon the Company’s approval of the product prototype concepts and designs. The balance of the final tooling cost became due and payable in September 2008 upon acceptance of the first units produced using the tooling, and was paid in full during the year ended July 31, 2009. | ||
Under the now-terminated Agreement, the Company also granted Sing Lin the exclusive distribution rights for the products in certain countries in the Far East, including Taiwan, China, Japan, South Korea, Malaysia, Indonesia and certain other countries. Sing Lin agreed not to sell the Products outside its geographic areas in the Far East. | ||
The Agreement provided for the Company to purchase approximately $2.6 million of Exer-Rest units within one year of the September 2008 acceptance of the final product. The Agreement further provided for the Company to purchase $4.1 million and $8.8 million of Exer-Rest products in the second and third years following such acceptance, respectively. These minimum purchase amounts were based upon 2007 product costs multiplied by volume commitments. Through January 31, 2015, the Company had paid Sing Lin $1.7 million in connection with orders placed through that date. As of January 31, 2015, the Company has approximately $41,000 of payables due to Sing Lin. As of January 31, 2015, aggregate minimum future purchases under the Agreement totaled approximately $13.9 million. | ||
As of January 31, 2015, the Company had not placed orders sufficient to meet the first-year or second-year minimum purchase obligations under the Agreement. The Company notified Sing Lin in June 2010 that it was terminating the Agreement effective September 2010, and Sing Lin in July 2010 demanded that the Company place orders sufficient to fulfill the three year minimum purchase obligations in the Agreement. As of the date of the issuance of these financial statements Sing Lin has not followed up on its July 2010 demand. There can be no assurance that Sing Lin will not attempt to enforce its remedies under the Agreement, or pursue other potential remedies. | ||
LONGLIVED_ASSETS
LONG-LIVED ASSETS | 6 Months Ended | |||||||||
Jan. 31, 2015 | ||||||||||
Long Lived Assets [Abstract] | ||||||||||
LONG-LIVED ASSETS | 11 | LONG-LIVED ASSETS | ||||||||
The Company’s long-lived assets include furniture and equipment, tooling, websites and software, leasehold improvements, patents and trademarks. Tooling and equipment, net of accumulated depreciation, consists of the following at January 31, 2015 and July 31, 2014 (in thousands): | ||||||||||
Estimated | January 31, | July 31, | ||||||||
Useful Life | 2015 | 2014 | ||||||||
Furniture and fixtures, leasehold improvements, office equipment and computers | 3 – 5 years | 85 | 85 | |||||||
Website and software | 3 years | 26 | 26 | |||||||
111 | 111 | |||||||||
Less accumulated depreciation | -111 | -110 | ||||||||
Tooling and equipment, net | $ | – | $ | 1 | ||||||
Depreciation expense was $0 and $1,000 during the three and six months ended January 31, 2015, respectively, and $1,000 and $3,000 for the three and six months ended January 31, 2014, respectively. Nine Exer-Rest AT3800 and AT4700 demonstration units are included in furniture and fixtures at an aggregate cost of $26,000. These units were placed in service in fiscal 2009 and 2010, and are being depreciated based upon five-year estimated useful lives. In June 2014, the Company transferred an Exer-Rest unit with a net book value of $0 from long-lived assets to inventory. | ||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | |
Jan. 31, 2015 | ||
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 12 | SUBSEQUENT EVENTS |
On February 2, 2015, The Company entered into a promissory note in the principal amount of $50,000 with Jane Hsiao, the Company’s Chairman of the Board and Interim Chief Executive Officer The interest rate payable by the Company is 11% per annum, payable on the maturity date of July 31, 2015. This promissory note may be prepaid in advance of the maturity date without penalty. | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jan. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation.The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Non-Invasive Monitoring Systems of Florida, Inc., which has no current operations, and NIMS of Canada, Inc., a Canadian corporation, which has no current operations. All material inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, such as accounts receivable, warranty accrual, deferred taxes, and the input variables for stock based compensation as estimates, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company considers all highly liquid short-term investments purchased with an original maturity date of three months or less to be cash equivalents. The Company had approximately $1,000 and $21,000, on deposit in bank operating accounts at January 31, 2015 and July 31, 2014, respectively. |
Allowances for Doubtful Accounts | Allowances for Doubtful Accounts. Royalties and other receivables are recorded at the stated amount of the transactions. The Company provides an allowance for royalties and other receivables it believes it may not collect in full. Receivables are written off when they are deemed to be uncollectible and all collection attempts have ceased. The amount of bad debt recorded each period and the resulting adequacy of the allowance at the end of each period are determined using a combination of the Company’s historical loss experience, customer-by-customer analysis of the Company’s accounts receivable each period and subjective assessments of the Company’s future bad debt exposure. |
Inventories | Inventories. Inventories are stated at lower of cost or market using the first-in, first-out method, and are evaluated at least annually for impairment. Inventories at January 31, 2015 and July 31, 2014 primarily consist of finished Exer-Rest units and accessories. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical obsolescence and future sales forecasts. |
Tooling and Equipment | Tooling and Equipment. These assets are stated at cost and depreciated or amortized using the straight-line method, over their estimated useful lives. |
Long-lived Assets | Long-lived Assets. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In performing the review for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the assets, an impairment loss is recognized as the difference between the fair value and the carrying amount of the asset. |
Taxes Assessed On Revenue-Producing Transactions | Taxes Assessed on Revenue-Producing Transactions. The Company presents sales taxes assessed on revenue-producing transactions between a seller and customer using the net presentation; thus, sales and cost of revenues are not affected by such taxes. |
Income Taxes | Income Taxes. The Company provides for income taxes using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences in future years of temporary differences between the carrying amounts of assets and liabilities for financial statement and income tax purposes. The deferred tax asset for loss carryforwards and other potential future tax benefits has been fully offset by a valuation allowance since it is uncertain whether any future benefit will be realized. The utilization of the loss carryforward is limited to future taxable earnings of the Company and may be subject to severe limitations if the Company undergoes an ownership change pursuant to the Internal Revenue Code Section 382. Tax years ranging from 2011 to 2014 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. It is the Company’s policy to include income tax interest and penalty expense in its tax provision. |
Revenue Recognition | Revenue Recognition. Revenue from product sales is recognized when persuasive evidence of an arrangement exists, the goods are shipped and title has transferred, the price is fixed or determinable, and the collection of the sales proceeds is reasonably assured. The Company recognizes royalties as they are earned, based on reports from licensees. Research and consulting revenue and revenue from sales of extended warranties on therapeutic platforms are recognized over the term of the respective agreements. |
Advertising Costs | Advertising Costs. The Company expenses all costs of advertising and promotions as incurred. There were no advertising and promotional costs incurred for the three and six months ended January 31, 2015 and 2014. |
Research and Development Costs | Research and Development Costs. Research and development costs are expensed as incurred, and primarily consist of payments to third parties for research and development of the Exer-Rest device and regulatory testing and other costs to obtain FDA approval. |
Warranties | Warranties. The Company’s warranties are two years on all Exer-Rest products sold domestically and one year for products sold outside of the U.S. and are accrued based on management’s estimates and the history of warranty costs incurred. There were no material warranty costs incurred during the three and six months ended January 31, 2015 and 2014, and management estimates that the Company’s accrued warranty expense at January 31, 2015 will be sufficient to offset claims made for units under warranty. |
Stock-based compensation | Stock-based compensation. The Company recognizes all share-based payments, including grants of stock options, as operating costs and expenses, based on their grant date fair values. Stock-based compensation expense is recognized over the vesting life of the underlying stock options and is included in selling, general and administrative costs and expenses in the condensed consolidated comprehensive statements of operations for all periods presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2015 and July 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments such as cash and cash equivalents, royalties and other receivables, accounts payable and accrued expenses approximate fair values because they are short term in nature or they bear current market interest rates. As of January 31, 2015, the respective carrying value of the notes payable – related party and notes payable – other approximate our current borrowing rate for similar debt instruments of comparable maturity and are considered Level 3 measurements within the fair value hierarchy. |
Foreign Currency Translation | Foreign Currency Translation. The functional currency for the Company’s foreign subsidiary is the local currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of stockholders’ deficit and other comprehensive loss. |
Comprehensive Income (Loss) | Comprehensive Income (Loss). Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translations. |
Loss Contingencies | Loss Contingencies. We recognize contingent losses that are both probable and estimable. In this context, we define probability as circumstances under which events are likely to occur. In regards to legal costs, we record such costs as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board issued an accounting standard update which affects the revenue recognition of entities that enter into either (1) certain contracts to transfer goods or services to customers or (2) certain contracts for the transfer of nonfinancial assets. The update indicates an entity should recognize revenue in an amount that reflects the consideration the entity expects to be entitled to in exchange for the goods or services transferred by the entity. The update is to be applied to the beginning of the year of implementation or retrospectively and is effective for annual periods beginning after December 15, 2016 and in interim periods in that reporting period. Early application is not permitted. The Company is currently evaluating the effect the update will have on its financial statement |
INVENTORIES_Tables
INVENTORIES (Tables) | 6 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory, Current | The Company’s inventory consisted of the following at January 31, 2015 (unaudited) and July 31, 2014 (in thousands): | |||||||
January 31, 2015 | July 31, 2014 | |||||||
Work-in-progress, spare parts and accessories | $ | 9 | $ | 9 | ||||
Finished goods | 446 | 446 | ||||||
Total inventories | $ | 455 | $ | 455 | ||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the Company’s stock option activity for the six months ended January 31, 2015 is as follows: | |||||||||||||
Weighted | ||||||||||||||
Weighted | average | |||||||||||||
Average | remaining | Aggregate | ||||||||||||
Exercise | contractual | intrinsic | ||||||||||||
Shares | Price | term (years) | Value | |||||||||||
Options outstanding, July 31, 2014 | 378,750 | $ | 0.38 | |||||||||||
Options granted | - | n/a | ||||||||||||
Options exercised | - | n/a | ||||||||||||
Options forfeited or expired | - | n/a | ||||||||||||
Options outstanding, January 31, 2015 | 378,750 | $ | 0.38 | 1.63 | - | |||||||||
Options expected to vest, January 31, 2015 | 378,750 | $ | 0.38 | 1.63 | - | |||||||||
Options exercisable, January 31 , 2015 | 378,750 | $ | 0.38 | 1.63 | - | |||||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 6 Months Ended | ||||
Jan. 31, 2015 | |||||
Notes Payable [Abstract] | |||||
Schedule of Line of Credit Facilities | January 31, 2015, the Company was obligated under the above described Credit Facility and promissory notes to make future principal payments (excluding interest) as follows: | ||||
Year Ending January 31, | |||||
2015 | 1,250,000 | ||||
$ | 1,250,000 | ||||
BASIC_AND_DILUTED_LOSS_PER_SHA1
BASIC AND DILUTED LOSS PER SHARE (Tables) | 6 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Basic and Diluted Loss Per Share [Abstract] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted | Potential common shares not included in calculating diluted net loss per share are as follows: | |||||||
January 31, 2015 | January 31, 2014 | |||||||
Stock options | 378,750 | 538,750 | ||||||
Series C Preferred Stock | 1,551,200 | 1,551,200 | ||||||
Series D Preferred Stock | 13,910,000 | 13,975,000 | ||||||
Total | 15,839,950 | 16,064,950 | ||||||
LONGLIVED_ASSETS_Tables
LONG-LIVED ASSETS (Tables) | 6 Months Ended | |||||||||
Jan. 31, 2015 | ||||||||||
Long Lived Assets [Abstract] | ||||||||||
Schedule of Long Lived Assets Held-for-sale | The Company’s long-lived assets include furniture and equipment, tooling, websites and software, leasehold improvements, patents and trademarks. Tooling and equipment, net of accumulated depreciation, consists of the following at January 31, 2015 and July 31, 2014 (in thousands): | |||||||||
Estimated | January 31, | July 31, | ||||||||
Useful Life | 2015 | 2014 | ||||||||
Furniture and fixtures, leasehold improvements, office equipment and computers | 3 – 5 years | 85 | 85 | |||||||
Website and software | 3 years | 26 | 26 | |||||||
111 | 111 | |||||||||
Less accumulated depreciation | -111 | -110 | ||||||||
Tooling and equipment, net | $ | – | $ | 1 | ||||||
ORGANIZATION_AND_BUSINESS_Deta
ORGANIZATION AND BUSINESS (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | |
Net income (loss) | ($117,000) | ($106,000) | ($222,000) | ($224,000) | |
Accumulated deficit | -24,545,000 | -24,545,000 | -24,323,000 | ||
Cash | 1,000 | 1,000 | 21,000 | ||
Negative Working Capital | $1,808,000 | $1,808,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2014 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Cash, end of period | $1 | $21 | $139 | $296 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Work-in-progress, spare parts and accessories | $9 | $9 |
Finished goods | 446 | 446 |
Total inventories | $455 | $455 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 6 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Options outstanding Shares, Beginning balance | 378,750 | |
Options granted Shares | 0 | |
Options exercised Shares | 0 | 0 |
Options forfeited or expired Shares | 0 | |
Options outstanding Shares, Ending balance | 378,750 | |
Options expected to vest, Shares | 378,750 | |
Options exercisable, Shares | 378,750 | |
Options outstanding Weighted Average Exercise Price, Beginning balance | $0.38 | |
Options outstanding Weighted Average Exercise Price, Ending balance | $0.38 | |
Options expected to vest, Weighted Average Exercise Price | $0.38 | |
Options exercisable, Weighted Average Exercise Price | $0.38 | |
Options outstanding, Weighted average remaining contractual term (years) | 1 year 7 months 17 days | |
Options expected to vest, Weighted average remaining contractual term (years) | 1 year 7 months 17 days | |
Options exercisable, Weighted average remaining contractual term (years) | 1 year 7 months 17 days | |
Options outstanding, Aggregate intrinsic Value | $0 | |
Options expected to vest, Aggregate intrinsic Value | 0 | |
Options exercisable, Aggregate intrinsic Value | $0 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Nov. 30, 2010 | |
Allocated Share-based Compensation Expense | $0 | $2,000 | $0 | $3,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Company’s Common Stock as of the grant date or an exercise price of not less than 110% of the fair value for a 10% shareholder | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Number | 378,750 | 378,750 | 378,750 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 0 | 0 | 75,000 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period | 0 | 0 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $0 | $0 | ||||
2000 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 | 2,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Increases (Decreases) in Period | 378,750 | |||||
2011 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,000,000 |
ROYALTIES_Details_Textual
ROYALTIES (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Royalty Income, Nonoperating | $0 | $0 | $0 | $1,000 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Jan. 31, 2015 |
2015 | $1,250,000 |
Total | $1,250,000 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||
Sep. 12, 2011 | 30-May-12 | Feb. 22, 2013 | Sep. 24, 2014 | Feb. 02, 2015 | Mar. 31, 2010 | Jan. 31, 2015 | |
Short-term Debt [Line Items] | |||||||
Line of Credit Facility, Amount Outstanding | $1,000,000 | ||||||
2011 Promissory Notes [Member] | Unrealted Third Party [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||||
Debt Instrument, Face Amount | 100,000 | ||||||
2011 Promissory Notes [Member] | Frost Gamma Investment Trust [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||||
Debt Instrument, Face Amount | 50,000 | ||||||
Debt Instrument, Maturity Date | 31-Jul-15 | ||||||
Beneficial Ownership Percentage | 10.00% | ||||||
2012 Promissory Notes [Member] | Hsu Gamma Investments, L.P [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||||
Debt Instrument, Face Amount | 50,000 | ||||||
Debt Instrument, Maturity Date | 31-Jul-15 | ||||||
2013 Promissory Notes [Member] | Jane Hsiao [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||||
Debt Instrument, Face Amount | 50,000 | ||||||
Debt Instrument, Maturity Date | 31-Jul-15 | ||||||
2014 Promissory Notes [Member] | Jane Hsiao [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||||
Debt Instrument, Face Amount | 50,000 | ||||||
Debt Instrument, Maturity Date | 31-Jul-15 | ||||||
2015 Promissory Note [Member] | Jane Hsiao [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||||
Debt Instrument, Face Amount | 50,000 | ||||||
Debt Instrument, Maturity Date | 31-Jul-15 | ||||||
2010 Credit Facility [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Line of Credit Facility, Amount Outstanding | 1,000,000 | 1,000,000 | |||||
2010 Credit Facility [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 16.00% | ||||||
2010 Credit Facility [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||||
2010 Credit Facility [Member] | Frost Gamma Investment Trust [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Line of Credit Facility, Amount Outstanding | $1,000,000 | ||||||
Debt Instrument, Maturity Date | 31-Jul-15 | ||||||
Beneficial Ownership Percentage | 10.00% |
SHAREHOLDERS_EQUITY_Details_Te
SHAREHOLDERS' EQUITY (Details Textual) (USD $) | 6 Months Ended | 0 Months Ended |
Jan. 31, 2015 | Apr. 08, 2013 | |
Subsidiary, Sale of Stock [Line Items] | ||
Conversion of Stock, Shares Converted | 13 | |
Common Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 65,000 | |
Dr.Hsiao [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |
Frost Gamma [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 10,020,000 | |
Stock Issued During Period, Value, New Issues | 501,000 | |
Common Stock,Par Value | 0.01 | |
Share Price | 0.12 | |
Sale of Stock, Price Per Share | 0.05 | |
Series B Preferred Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Preferred stock, liquidation preference | 100 | |
Dividends Payable, Amount Per Share | 10 | |
Series C Preferred Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 25 | |
Preferred stock, liquidation preference | 1 | |
Dividends Payable, Amount Per Share | 0.1 | |
Preferred Stock, Redemption Price Per Share | 0.1 | |
Preferred Stock Conversion Premium | 4.2 | |
Series D Preferred Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 5,000 | |
Preferred stock, liquidation preference | 1,500 |
BASIC_AND_DILUTED_LOSS_PER_SHA2
BASIC AND DILUTED LOSS PER SHARE (Details) | 6 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Class of Stock [Line Items] | ||
Total | 15,839,950 | 16,064,950 |
Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Total | 378,750 | 538,750 |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total | 1,551,200 | 1,551,200 |
Series D Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total | 13,910,000 | 13,975,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | |||||||||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2008 | Jul. 31, 2013 | Sep. 12, 2011 | 30-May-12 | Feb. 22, 2013 | Sep. 24, 2014 | Jul. 31, 2014 | Mar. 31, 2010 | |
Related Party Transaction [Line Items] | ||||||||||||
Operating Leases, Rent Expense | $15,000 | $20,000 | $30,000 | $36,000 | ||||||||
Line of Credit Facility, Amount Outstanding | 1,000,000 | 1,000,000 | ||||||||||
Interest Payable | 567,000 | 567,000 | 498,000 | |||||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 9,000 | 9,000 | 18,000 | 18,000 | ||||||||
2011 Promissory Notes [Member] | Frost Gamma Investment Trust [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||||||||
Debt Instrument, Face Amount | 50,000 | |||||||||||
Beneficial Ownership Percentage | 10.00% | |||||||||||
2012 Promissory Notes [Member] | Hsu Gamma Investments, L.P [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||||||||
Debt Instrument, Face Amount | 50,000 | |||||||||||
2013 Promissory Notes [Member] | Jane Hsiao [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||||||||
Debt Instrument, Face Amount | 50,000 | |||||||||||
Promissory Notes [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest Expense, Debt | 7,000 | 5,000 | 13,000 | 14,000 | ||||||||
2014 Promissory Notes [Member] | Jane Hsiao [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||||||||
Debt Instrument, Face Amount | 50,000 | |||||||||||
Miami Lease [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments for Rent | 4,000 | 8,000 | 4,000 | 8,000 | 1,250 | |||||||
Hialeah Lease [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating Leases, Rent Expense | 6,000 | 16,000 | 6,000 | 28,000 | ||||||||
Dr Phillip Frost [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Beneficial Ownership Percentage | 10.00% | 10.00% | ||||||||||
TransEnterix [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Accounts Payable, Related Parties | 7,000 | 7,000 | 3,000 | |||||||||
2010 Credit Facility [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Line of Credit Facility, Amount Outstanding | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
2010 Credit Facility [Member] | Frost Gamma Investment Trust [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Beneficial Ownership Percentage | 10.00% | |||||||||||
Line of Credit Facility, Amount Outstanding | 1,000,000 | |||||||||||
Credit Facility [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest Expense, Debt | $28,000 | $28,000 | $55,000 | $55,000 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||
Sep. 04, 2007 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Commitments And Contingencies [Line Items] | |||||
Operating Leases, Rent Expense | $15,000 | $20,000 | $30,000 | $36,000 | |
Manufacturing Costs | 471,000 | ||||
Cost of Utilities | 150,000 | ||||
Payments to Suppliers | 1,700,000 | ||||
Payments On Approval Of Product Prototype Concepts And Designs | 150,000 | ||||
Purchase Obligation | 13,900,000 | 13,900,000 | |||
Exer Rest Units [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Purchase Obligation, Due in Next Twelve Months | 2,600,000 | 2,600,000 | |||
Purchase Obligation, Due in Second Year | 4,100,000 | 4,100,000 | |||
Purchase Obligation, Due in Third Year | 8,800,000 | 8,800,000 | |||
Sing Lin [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Payables to Customers | $41,000 | $41,000 |
LONGLIVED_ASSETS_Details
LONG-LIVED ASSETS (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jul. 31, 2014 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | $111 | $111 |
Less accumulated depreciation | -111 | -110 |
Tooling and equipment, net | 0 | 1 |
Furniture and Fixtures Leasehold Improvements Office Equipment and Computers [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | 85 | 85 |
Website and Software [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | $26 | $26 |
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Furniture and Fixtures Leasehold Improvements Office Equipment and Computers [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | Furniture and Fixtures Leasehold Improvements Office Equipment and Computers [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
LONGLIVED_ASSETS_Details_Textu
LONG-LIVED ASSETS (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | |
Long Lived Assets [Line Items] | ||||||
Depreciation, Total | $0 | $1,000 | $1,000 | $3,000 | ||
Property, Plant and Equipment, Gross | 111,000 | 111,000 | 111,000 | |||
Inventory Exchanges [Member] | ||||||
Long Lived Assets [Line Items] | ||||||
Long-Lived Assets | 0 | |||||
Furniture and Fixtures [Member] | ||||||
Long Lived Assets [Line Items] | ||||||
Property, Plant and Equipment, Gross | $26,000 | $26,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Subsequent Event [Member], Executive Officer [Member], Notes Payable, Other Payables [Member], USD $) | 1 Months Ended |
Feb. 02, 2015 | |
Subsequent Event [Member] | Executive Officer [Member] | Notes Payable, Other Payables [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $50,000 |
Debt Instrument, Interest Rate, Stated Percentage | 11.00% |
Debt Instrument, Maturity Date | 31-Jul-15 |