Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 18, 2014 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | TRUE | |
Document Period End Date | 30-Jun-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Medite Cancer Diagnostics, Inc. | |
Entity Central Index Key | 75439 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MDIT | |
Entity Common Stock, Shares Outstanding | 1,926,795,621 | |
Amendment Description | These financial statements originally recorded certain expenses as selling, general and administrative instead of including them as cost of revenues. The Company has corrected this presentation to reflect the appropriate amounts in each classification |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Current Assets: | |||
Cash | $314 | $75 | [1] |
Accounts receivable, net of allowance for doubtful accounts | 1,849 | 1,594 | [1] |
Inventories | 4,776 | 3,953 | [1] |
Prepaid expenses and other current assets | 226 | 487 | [1] |
Total current assets | 7,165 | 6,109 | [1] |
Property and equipment, net | 2,041 | 1,867 | [1] |
Goodwill | 12,461 | 0 | [1] |
Other Assets | 606 | 194 | [1] |
Total assets | 22,273 | 8,170 | [1] |
Current Liabilities: | |||
Secured lines of credit and current portion of long-term debt | 2,664 | 2,739 | [1] |
Account payable and accrued expenses | 4,090 | 1,236 | [1] |
Advance - Related Parties | 125 | 0 | [1] |
Total current liabilities | 6,879 | 3,975 | [1] |
Long term debt, net of current portion | 1,705 | 1,571 | [1] |
Total Liabilities | 8,584 | 5,546 | [1] |
Commitments and Contingencies | [1] | ||
Stockholders’ Equity : | |||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 373,355 shares issued and outstanding as of June 30, 2014 (liquidation value of all classes of preferred stock $2,871 as of June 30, 2014) | 1,487 | 0 | [1] |
Common stock, $0.001 par value; 2 billion shares authorized, 1,926,795,621 issued and issuable as of June 30, 2014 | 1,927 | 1,469 | [1] |
Additional paid-in capital | 7,813 | -1,469 | [1] |
Treasury Stock | -327 | 0 | [1] |
Accumulated other comprehensive income (loss) | 283 | 287 | [1] |
Retained Earnings | 2,506 | 2,337 | [1] |
Total stockholders’ equity | 13,689 | 2,624 | [1] |
Total liabilities and stockholders’ equity | $22,273 | $8,170 | [1] |
[1] | Derived from audited information |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 373,355 | 0 |
Preferred stock, shares outstanding | 373,355 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 1,926,795,621 | 1,926,795,621 |
Common Stock, Shares, Outstanding | 1,926,795,621 | 1,926,795,621 |
Preferred Stock, Liquidation Preference, Value | $2,871 | $0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net Sales | $3,175 | $2,666 | $5,909 | $4,480 |
Operating Expenses | ||||
Cost of revenues | 1,441 | 1,252 | 3,258 | 2,284 |
Depreciation expense | 39 | 46 | 78 | 92 |
Research and development | 246 | 285 | 445 | 469 |
Selling, general and administrative | 1,333 | 933 | 1,642 | 1,515 |
Total cost and expenses | 3,059 | 2,516 | 5,423 | 4,360 |
Operating Income (loss) | 116 | 150 | 486 | 120 |
Other Expenses | ||||
Interest expense | 75 | 67 | 150 | 130 |
Non-operating expenses (income) | 122 | -2 | 151 | 23 |
Total other expenses | 197 | 65 | 301 | 153 |
Income (loss )from operations before income taxes | -81 | 85 | 185 | -33 |
Income taxes (benefit) | -31 | -19 | 16 | 8 |
Net Income (loss) | -50 | 104 | 169 | -41 |
Preferred dividend | 36 | 0 | 36 | 0 |
Net Income (loss) to common stockholders | -86 | 104 | 133 | -41 |
Statement of Comprehensive Income | ||||
Net Income (loss) | -50 | 104 | 169 | -41 |
Other Comprehensive income (loss) | ||||
Foreign currency translation adjustments | -4 | 2 | -4 | 2 |
Comprehensive income (loss) | -54 | 106 | 165 | -39 |
Pro Forma Earnings Per Share | ||||
Net income (loss) to common stockholders | ($86) | $104 | $133 | ($41) |
Pro forma basic and diluted earnings per share | $0 | $0 | $0 | $0 |
Pro forma weighted average basic and diluted shares outstanding | 1,634,948,381 | 1,468,750,000 | 1,552,762,369 | 1,468,750,000 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | |
Cash Flows from Operating Activities: | |||
Net Income (loss) | $169 | ($41) | |
Adjustments to reconcile net income (loss) to cash (used in) provided by operations | |||
Depreciation and amortization | 78 | 92 | |
Non-cash Interest | 2 | 0 | |
Changes in assets and liabilities: | |||
Accounts receivable and allowance for doubtful accounts | -247 | -30 | |
Inventories | -827 | -121 | |
Prepaid expenses and other current assets | -78 | -144 | |
Accounts payable and accrued liabilities | -279 | 146 | |
Net cash (used in) provided by operating activities | -1,182 | -98 | |
Cash Flows from Investing activity: | |||
Purchase of Equipment | -269 | -150 | |
Cash Acquired in Merger | 1 | 0 | |
Proceeds from Related Party Advances | 21 | 0 | |
Net cash provided from (used in) investing activities | -247 | -150 | |
Cash Flows from Financing activities: | |||
Advances net of repayments on lines of credit | 142 | 367 | |
Proceeds from Sale of Common Stock | 1,724 | 0 | |
Term note repayments | -104 | -102 | |
Net cash provided by (used by) financing activities | 1,762 | 265 | |
Effect of exchange rates on cash and cash equivalents | -94 | -64 | |
Net increase in cash and cash equivalents | 239 | -47 | |
Cash and cash equivalents at beginning of year | 75 | [1] | 65 |
Cash and cash equivalents at end of the period | 314 | 18 | |
Cash paid for income taxes | 16 | 8 | |
Cash paid for interest | $149 | $130 | |
[1] | Derived from audited information |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 6 Months Ended | |
Jun. 30, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies | |
CytoCore, Inc. is a Delaware Corporation engaged in the business of cancer diagnosis and prevention, particularly within histology (processing of tissue samples) and cytology (processing of cellular material). The Company is active in the development, manufacture and marketing of a wide product range within the histology market. | ||
These statements include the accounts of CytoCore, Inc. (the “Company”, “we” and “us”) and its wholly owned subsidiaries, which consists of Medite Enterprise, Inc., Medite GmbH, Burgdorf, Germany, Medite GmbH, Salzburg, Austria, Medite Lab Solutions Inc. (formerly Medite Inc.), Orlando, USA, and CytoGlobe, GmbH, Burgdorf, Germany | ||
In April 2014, in a transaction more fully described in Footnote 2, the shareholders of the Company consummated a transaction in which 100% of the issued and outstanding shares of Medite Enterprise, Inc. were acquired by CytoCore, Inc. in exchange for the issuance by CytoCore, Inc. of 1,468,750,000 shares of its common stock to the shareholders of the Company. The result of this transaction was for the Company and its wholly owned subsidiaries to become wholly owned subsidiaries of CytoCore, Inc., a US public company. In addition, the shareholders of the Company became the majority owners of CytoCore, Inc., which resulted in the transaction being accounted for as a reverse merger, in which the financial statements of Medite Enterprise, Inc. and its subsidiaries became those of CytoCore, Inc. | ||
The consolidated financial statements for the periods ended June 30, 2014 and 2013 included herein are unaudited. Such consolidated financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. All such adjustments are of a normal recurring nature. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014 or for any other period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in in an 8-K/A filing dated June 17, 2014. | ||
Consolidation, Basis of Presentation and Significant Estimates | ||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions are eliminated. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Significant assumptions are required in the valuation of the allowance for doubtful accounts and inventory overhead allocations. Significant assumptions also are required in the Company’s estimation of warranty reserves. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. | ||
Revenue Recognition | ||
The Company derives its revenue primarily from the sale of medical products and supplies for the diagnosis and prevention of cancer. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred; (3) the selling price of the product is fixed or determinable; and (4) collectability is reasonably assured. The Company generates the majority of its revenue from the sale of inventory. The Company recognizes revenue when title and risk of loss transfer to the customer and all other revenue recognition criteria have been met. For a small subset of sales in Germany, the Company and its customers agree in the sales contract that risk of loss and title transfer upon the Company packing the items for shipment and notifying the Customer that their items are ready for pickup. The Company records such sales at time of completed packaging and segregation of the items from general inventory and notification has been confirmed by the customer. | ||
Cash and Cash Equivalents | ||
The Company considers all cash on deposit and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. | ||
Accounts Receivable | ||
The Company generates accounts receivable from the sale of its products. The Company provides for a reserve against receivables for estimated losses that may result from a customer's inability or unwillingness to pay. The allowance for doubtful accounts is estimated primarily based upon historical write-off percentages, known problem accounts, and current economic conditions. Accounts are written off against the allowance for doubtful accounts when the Company determines that amounts are not collectable. Recoveries of previously written-off accounts are recorded when collected. | ||
Inventories | ||
Inventories are stated at the lower of cost or market. Market, which represents selling price less cost to sell, considers general market and economic conditions, periodic reviews of current profitability and product warranty costs. Work in process and supplies of consumables are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete. | ||
Property and Equipment | ||
Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: | ||
Buildings | 33 yrs | |
Machinery and equipment | 3-10yrs | |
Office furniture and equipment | 2-10 yrs | |
Vehicles | 5 yrs | |
Computer equipment | 3-5 yrs | |
Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized. | ||
Research and Development | ||
All research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, testing, developing and validating the manufacturing process, and regulatory related costs. | ||
Pro Forma Financial Information | ||
As discussed in Note 1, in April 2014, the Company was acquired by CytoCore, Inc., a US public company. Upon closing of the Merger, the financial statements Medite Enterprise, Inc. became those of CytoCore, Inc. Pursuant to Securities and Exchange Commission Staff Accounting Bulletin Number 1B.2 "Pro Forma Financial Statements and Earnings per Share" ("SAB 1B.2"), pro forma earnings per share information on the face of the statement of operations has been presented which reflects the impact of the Company's change in capital structure as if it had occurred at the commencement of operations on January 1, 2013. | ||
Reverse_Merger
Reverse Merger | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Business Combinations [Abstract] | |||||
Reverse Merger | 2. Reverse Merger | ||||
In January 2014, the Company and the owners of Medite Enterprise, Inc. entered into an agreement to merge with CytoCore, Inc.. The merger required as a pre-requisite that among other items CytoCore settle certain outstanding payroll amounts in stock and that CytoCore complete a private placement with gross proceeds of a minimum of $2 million, which was later amended to $1.5 million. On April 3, 2014 CytoCore issued 69,723,439 shares of its common stock in satisfaction of approximately $1.61 million in outstanding accrued payroll and on April 4, 2014 also closed on a private placement in which it received gross proceeds of $1.529 million and issued 95,587,500 shares of its common stock. The merger closed on April 4, 2014 with the owners of Medite Enterprise, Inc. receiving 1,468,750,000 shares of the Company’s common stock plus an additional 31,250,000 shares issuable if certain conditions are met, in exchange for 100% of the issued and outstanding stock of Medite Enterprise, Inc. | |||||
Because the owners of Medite Enterprise, Inc. received approximately 81.1% of the then issued and outstanding stock of the Company, the merger has been treated as a reverse acquisition, in which for accounting purposes Medite Enterprise, Inc. acquired CytoCore, Inc. The table below shows the management’s best estimate of the purchase price paid for the reverse acquisition of CytoCore by Medite Enterprise, Inc. : | |||||
In thousands | |||||
Net assets acquired | |||||
Cash | $ | 1 | |||
Accounts receivable | 8 | ||||
Goodwill | 12,461 | ||||
$ | 12,470 | ||||
Liabilities assumed | |||||
Accounts payable & accrued expenses | $ | 2,908 | |||
Related party advances | 102 | ||||
Loans payable | 21 | ||||
$ | 3,031 | ||||
Net identifiable assets/consideration paid | $ | 9,439 | |||
The amounts included in the table above are management’s estimates. Because of the issues regarding the liquidity and trading of the stock of the Company, the Company has used an internal valuation for the consideration and assets acquired. The Company expects to obtain professional valuations prior to year end and that the amounts show above will be subject to change upon the Company obtaining those valuations. The most significant estimates subject to change above are the consideration paid, the amount of intangible assets for the possible value attributable to the technology and patents, in process research and development, net deferred tax assets (see discussion below), accounts payable and accrued expenses and finally goodwill. | |||||
The transaction entered into by CytoCore, Inc. to satisfy outstanding officer loans in 2013 and the merger consideration paid to the owners of Medite Enterprise, Inc. has resulted in a “change of control” as defined in Section 382 of the internal revenue code as of April 2014. The effect of this change in control is that the past net operating losses of CytoCore, Inc. which amounted to approximately $72 million will be limited as defined in Section 382 of the internal revenue code. The Company is required under Section 382 to perform a valuation that will determine the amount of net operating losses from each loss year that may be taken in each year on a go-forward basis. Because the Company has yet to perform or obtain this valuation, the amount and timing of the availability of its loss carryforwards from CytoCore, Inc. are unknown at this time. Upon determination of this amount, a significant deferred tax asset may be recorded which will effect the final net assets acquired above. The Company expects to obtain this valuation prior to year end. | |||||
Inventories
Inventories | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | 3. Inventories | |||||||
The following is a summary of the components of inventories (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 2,260 | $ | 1,748 | ||||
Work in progress | 115 | 137 | ||||||
Finished Goods | 2,401 | 2,068 | ||||||
$ | 4,776 | $ | 3,953 | |||||
No amounts were reserved for scrap or obsolete inventory as of June 30, 2014 and December 31, 2013, respectively. | ||||||||
Property_and_Equipment
Property and Equipment | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | 4. Property and Equipment | |||||||
The following is a summary of the components of property and equipment as of (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 244 | $ | 244 | ||||
Buildings | 1,352 | 1,352 | ||||||
Machinery and equipment | 501 | 407 | ||||||
Office furniture and equipment | 240 | 240 | ||||||
Vehicles | 39 | 39 | ||||||
Computer equipment | 86 | 86 | ||||||
Construction in progress | 544 | 386 | ||||||
Less: Accumulated depreciation | -965 | -887 | ||||||
$ | 2,041 | $ | 1,867 | |||||
Depreciation expense amounted to approximately $78,000 and $92,000 for the six months ended June 30, 2014 and 2013, respectively and is included in the cost of revenues line item on the statement of operations. | ||||||||
Debt_and_Line_of_Credit
Debt and Line of Credit | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt and Line of Credit | 5. Debt and Line of Credit | |||||||
Our outstanding note payable indebtedness was as follows as of (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Hannoversech Volksbank Credit line #1 | $ | 486 | $ | 759 | ||||
Hannoversech Volksbank Credit line #2 | 1,693 | 1,333 | ||||||
Hannoversech Volksbank Credit line #3 | 499 | 444 | ||||||
Hannoversech Volksbank term loan #1 | 175 | 211 | ||||||
Hannoversech Volksbank term loan #2 | 109 | 138 | ||||||
Hannoversech Volksbank term loan #3 | 354 | 393 | ||||||
Participation rights | 1,032 | 1,032 | ||||||
Ventana Medical Systems | 21 | - | ||||||
$ | 4,369 | $ | 4,310 | |||||
In July 2006, Medite GmbH, Burgdorf, entered into a line of credit agreement with Hannoversche Volksbank. The line of credit granted a maximum borrowing authority of 400,000 euros, which was amended in 2012 to increase the maximum borrowing to 600,000 euros with a variable interest rate of 8% per annum as of December 31, 2013. The line of credit has no stated maturity date but may be cancelled by the bank upon notice to the Company. The line of credit is collateralized by the accounts receivable and inventory of Medite GmbH, Burgdorf and is guaranteed by the shareholders of the Company. | ||||||||
In July 2006, Medite GmbH, Burgdorf, entered into a secondary line of credit agreement with Hannoversche Volksbank. The line of credit granted a maximum borrowing authority of 480,000 euros, which was later amended to increase the maximum borrowing to 1 million euros with a variable interest rate of approximately 3.98% as of December 31, 2013. The line of credit has no stated maturity date but may be cancelled by the bank upon notice to the Company. The line of credit is guaranteed by the shareholders of the Company and a mortgage on the property of the Company. In addition, the shareholders have named the bank as beneficiary on a term life insurance policy on each shareholder in the amount of 500,000 euros. | ||||||||
In June 2012, CytoGlobe, GmbH, Burgdorf, entered into a line of credit agreement with Hannoversche Volksbank. The line of credit granted a maximum borrowing authority of 400,000 euros. The credit line is split into two tranches for interest rate purposes, with the first 200,000 euro tranche at a variable rate of approximately 4% per annum at December 31, 2013 and the second 200,000 euro tranche at 8% per annum. The line of credit has no stated maturity date but may be cancelled by the bank upon notice to the Company. The line of credit is collateralized by the accounts receivable and inventory of CytoGlobe GmbH, Burgdorf and is guaranteed by the shareholders of the Company. | ||||||||
In December 2006, Medite GmbH, Burgdorf, entered into a 500,000 euro term loan agreement with Hannoversche Volksbank with an interest rate of 3.4% per annum. The term loan has a maturity of September 2016 and requires semi-annual principal payments of approximately 27,780 euros each. The term loan is guaranteed by the stockholders of the Company and also a mortgage on the property of the Company. | ||||||||
In June 2006, Medite GmbH, Burgdorf, entered into a 400,000 euro term loan with Hannoversche Volksbank with an interest rate of 3.6 per annum. The term loan has a maturity of June 2016, requires 18 semi-annual principal repayments of approximately 22,220 euro each. The term loan is guaranteed by the stockolders of the Company and also has subordinated assignments of all of the receivables and inventories of Medite GmbH, Burgdorf and also has a subordinated pledge of stockholder term life insurance policies. | ||||||||
In November 2008, Medite GmbH, Burgdorf, entered into a 400,000 euro term loan with Hannoversche Volksbank with a variable interest rate of approximately 4.7% per annum as of December 31, 2013. The term loan has a maturity of December 31, 2018, and requires quarterly principal repayments of 13,890 euro each. The term loan is guaranteed by the stockholders of the Company and also includes a partial subordinated pledge of the receivables and inventory of Medite GmbH, Burgdorf. | ||||||||
In March 2009, the Company entered into a participation rights agreement in the form of a debenture which a mezzanine lender agreed to advance the Company up to 1.5 million euros in two tranches of 750,000 euros each. The first tranche was paid to the Company at closing with the second tranche being conditioned on Medite GmbH, Burgdorf and its subsidiaries hitting certain performance targets. Those targets were not met and the second tranche was never disbursed. The debenture pays interest at the rate of 12.15% per annum and matures in 2016. | ||||||||
The Company owes Ventana Systems approximately $21,000 under a 2001 promissory note in the original principal amount of approximately $62,000. The note matured in 2003 and has been in default since that time. The Company is currently in negotiations with the parent of Ventana Systems, who also are the holders of 100% of the outstanding shares of Series D preferred stock to convert the note and Series D into common stock of the Company. The Company expects to close on this transaction in the third quarter of 2014. | ||||||||
As of June 30, 2014, an officer had advanced the Company approximately $125,000. During the three months ended June 30, 2014, approximately $1,700 of interest expense, a non-cash charge, was imputed on these advances. | ||||||||
Common_Stock
Common Stock | 6 Months Ended |
Jun. 30, 2014 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common Stock | 6. Common Stock |
In May and June of 2014, the Company issued 12,187,500 shares as part of a follow private placement to the original April 2014 private placement as part of the Medite Enterprise transaction (see Note 2) and raised gross proceeds of $195,000. | |
During the second quarter of 2014, the Company issued 3,589,214 shares of its common stock to one of its vendors in satisfaction of a $36,000 liability to the vendor. | |
During the second quarter of 2014, the Company issued 4,877,111 shares of its common stock to former directors and consultants in satisfaction of certain liabilities owed them for their services in the amount of $82,000. | |
Preferred_Stock
Preferred Stock | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||||
Preferred Stock | 7. Preferred Stock | ||||
A summary of the Company’s preferred stock is as follows: | |||||
June 30, | |||||
2014 | |||||
Shares Issued & | |||||
Offering | Outstanding | ||||
Series A convertible | 47,250 | ||||
Series B convertible, 10% cumulative dividend | 93,750 | ||||
Series C convertible, 10% cumulative dividend | 38,333 | ||||
Series D convertible, 10% cumulative dividend | 175,000 | ||||
Series E convertible, 10% cumulative dividend | 19,022 | ||||
Total Preferred Stock | 373,355 | ||||
As of June 30, 2014, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation. | |||||
Summary of Preferred Stock Terms | |||||
Series A Convertible Preferred Stock | |||||
Liquidation Value: | $4.50 per share, $212,625 | ||||
Conversion Price: | $103.034 per share | ||||
Conversion Rate: | 0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034) | ||||
Voting Rights: | None | ||||
Dividends: | None | ||||
Conversion Period: | Any time | ||||
Series B Convertible Preferred Stock | |||||
Liquidation Value: | $4.00 per share, $375,000 | ||||
Conversion Price: | $10.00 per share | ||||
Conversion Rate: | 0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00) | ||||
Voting Rights: | None | ||||
Dividends: | 10%—Quarterly—Commencing March 31, 2001 | ||||
Conversion Period: | Any time | ||||
Cumulative and undeclared dividends in arrears at June 30, 2014 were $501,000 | |||||
Series C Convertible Preferred Stock | |||||
Liquidation Value: | $3.00 per share, $115,000 | ||||
Conversion Price: | $6.00 per share | ||||
Conversion Rate: | 0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00) | ||||
Voting Rights: | None | ||||
Dividends: | 10%—Quarterly—Commencing March 31, 2002 | ||||
Conversion Period: | Any time | ||||
Cumulative and undeclared dividends in arrears at June 30, 2014 were $146,000 | |||||
Series D Convertible Preferred Stock | |||||
Liquidation Value: | $10.00 per share, $1,750,000 | ||||
Conversion Price: | $10.00 per share | ||||
Conversion Rate: | 1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00) | ||||
Voting Rights: | None | ||||
Dividends: | 10%—Quarterly—Commencing April 30, 2002 | ||||
Conversion Period: | Any time | ||||
Cumulative and undeclared dividends in arrears at June 30, 2014 were $630,000 | |||||
Series E Convertible Preferred Stock | |||||
Liquidation Value: | $22.00 per share, $418,488 | ||||
Conversion Price: | $8.00 per share | ||||
Conversion Rate: | 2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00) | ||||
Voting Rights: | Equal in all respects to holders of common shares | ||||
Dividends: | 10%—Quarterly—Commencing May 31, 2002 | ||||
Conversion Period: | Any time | ||||
Cumulative and undeclared dividends in arrears at June 30, 2014 were $537,000 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 8. Commitments and Contingencies |
The Company currently leases warehouse space in Germany under a month to month operating lease with a monthly rental fee of 4,000 euro. The Company currently has 12 vehicles it leases for delivery and other purposes with expirations ranging from April 2014 through August 2015. In July 2013, the Company entered into a lease agreement for administrative office and warehouse space. The lease has a term of 5 years and requires minimum monthly rental payments starting at $2,277 per month increasing to $2,563 per month in year 5. No amounts were recorded for deferred rent for the rent escalation clauses as they were immaterial in 2014 and 2013. In total the leases require minimum monthly rental payments of approximately 5,100 euros. | |
The Company is currently in the process of obtaining default judgments against a number of customers who have defaulted on repayment on their outstanding invoices and the purchaser of a former subsidiary for non-payment. The total amount currently awaiting default judgments is approximately 428,000 euros. While the Company believes that it may recover substantially all of the amounts outstanding through the enforcement of the judgments, it currently has included reserves for 100% of the amounts owed as of March 31, 2014 and December 31, 2013 due to the difficulty of enforcement of any judgments obtained, especially across international borders. | |
Segment_Information
Segment Information | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||
Segment Information | 9. Segment Information | |||||||||||||
The Company operates in one operating segment. However, the Company has assets and operations in the United States and Germany. The following tables show the breakdown of our operations and assets by Country (in thousands): | ||||||||||||||
United States | Germany | |||||||||||||
June 30, 2014 | June 30, 2014 | |||||||||||||
Total Assets | $ | 17,110 | $ | 5,163 | ||||||||||
Property & equipment, net | $ | 23 | 2,018 | |||||||||||
Goodwill | $ | 12,461 | - | |||||||||||
United States | Germany | |||||||||||||
Six Month Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues | $ | 808 | $ | 166 | $ | 5,101 | 4,314 | |||||||
Net income (loss) | -51 | -78 | $ | 220 | 37 | |||||||||
Correction_of_Error
Correction of Error | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Accounting Changes and Error Corrections [Abstract] | ||||||||||
Correction of Error | 10. Correction of Error | |||||||||
These financial statements originally recorded certain expenses as selling, general and administrative instead of including them as cost of revenues. The Company has corrected this presentation to reflect the appropriate amounts in each classification. | ||||||||||
The impact of this adjustment resulting from the correction of the error in our financial position and results of operation are summarized below: | ||||||||||
Income Statement for the six months ended June 30, 2014 (in thousands): | ||||||||||
As Originally | Effect of | |||||||||
Recorded | As Adjusted | Change | ||||||||
Net Sales | $ | 5,909 | $ | 5,909 | $ | - | ||||
Operating Expenses | ||||||||||
Cost of Revenues | 2,938 | 3,258 | 320 | |||||||
Depreciation Expense | 78 | 78 | - | |||||||
Research and development | 445 | 445 | - | |||||||
Selling, general and administrative | 1,962 | 1,642 | -320 | |||||||
Total cost and expenses | 5,423 | 5,423 | - | |||||||
Operating Income (loss) | 486 | 486 | - | |||||||
Other Expenses | 301 | 301 | - | |||||||
Income (loss) from operations before income taxes | 185 | 185 | - | |||||||
Income taxes (benefit) | 16 | 16 | - | |||||||
Net Income (loss) | 169 | 169 | - | |||||||
Preferred Dividend | 36 | 36 | - | |||||||
Net Income (loss) to common stockholders | $ | 133 | $ | 133 | $ | - | ||||
Pro forma basic and diluted earnings per share | $ | 0 | $ | 0 | $ | - | ||||
Pro forma weighted average basic and diluted shares outstanding | 1,552,762,369 | 1,552,762,369 | - | |||||||
No change necessary for the period ended June 30, 2013 | ||||||||||
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |
Jun. 30, 2014 | ||
Accounting Policies [Abstract] | ||
Consolidation, Basis of Presentation and Significant Estimates | Consolidation, Basis of Presentation and Significant Estimates | |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions are eliminated. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Significant assumptions are required in the valuation of the allowance for doubtful accounts and inventory overhead allocations. Significant assumptions also are required in the Company’s estimation of warranty reserves. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. | ||
Revenue Recognition | Revenue Recognition | |
The Company derives its revenue primarily from the sale of medical products and supplies for the diagnosis and prevention of cancer. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred; (3) the selling price of the product is fixed or determinable; and (4) collectability is reasonably assured. The Company generates the majority of its revenue from the sale of inventory. The Company recognizes revenue when title and risk of loss transfer to the customer and all other revenue recognition criteria have been met. For a small subset of sales in Germany, the Company and its customers agree in the sales contract that risk of loss and title transfer upon the Company packing the items for shipment and notifying the Customer that their items are ready for pickup. The Company records such sales at time of completed packaging and segregation of the items from general inventory and notification has been confirmed by the customer. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
The Company considers all cash on deposit and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. | ||
Accounts Receivable | Accounts Receivable | |
The Company generates accounts receivable from the sale of its products. The Company provides for a reserve against receivables for estimated losses that may result from a customer's inability or unwillingness to pay. The allowance for doubtful accounts is estimated primarily based upon historical write-off percentages, known problem accounts, and current economic conditions. Accounts are written off against the allowance for doubtful accounts when the Company determines that amounts are not collectable. Recoveries of previously written-off accounts are recorded when collected. | ||
Inventories | Inventories | |
Inventories are stated at the lower of cost or market. Market, which represents selling price less cost to sell, considers general market and economic conditions, periodic reviews of current profitability and product warranty costs. Work in process and supplies of consumables are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete. | ||
Property and Equipment | Property and Equipment | |
Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: | ||
Buildings | 33 yrs | |
Machinery and equipment | 3-10yrs | |
Office furniture and equipment | 2-10 yrs | |
Vehicles | 5 yrs | |
Computer equipment | 3-5 yrs | |
Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized. | ||
Research and Development | Research and Development | |
All research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, testing, developing and validating the manufacturing process, and regulatory related costs. | ||
Pro Forma Financial Information | Pro Forma Financial Information | |
As discussed in Note 1, in April 2014, the Company was acquired by CytoCore, Inc., a US public company. Upon closing of the Merger, the financial statements Medite Enterprise, Inc. became those of CytoCore, Inc. Pursuant to Securities and Exchange Commission Staff Accounting Bulletin Number 1B.2 "Pro Forma Financial Statements and Earnings per Share" ("SAB 1B.2"), pro forma earnings per share information on the face of the statement of operations has been presented which reflects the impact of the Company's change in capital structure as if it had occurred at the commencement of operations on January 1, 2013. | ||
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |
Jun. 30, 2014 | ||
Accounting Policies [Abstract] | ||
Property Plant And Equipment Useful Life | Property and Equipment | |
Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: | ||
Buildings | 33 yrs | |
Machinery and equipment | 3-10yrs | |
Office furniture and equipment | 2-10 yrs | |
Vehicles | 5 yrs | |
Computer equipment | 3-5 yrs | |
Reverse_Merger_Tables
Reverse Merger (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below shows the management’s best estimate of the purchase price paid for the reverse acquisition of CytoCore by Medite Enterprise, Inc. : | ||||
In thousands | |||||
Net assets acquired | |||||
Cash | $ | 1 | |||
Accounts receivable | 8 | ||||
Goodwill | 12,461 | ||||
$ | 12,470 | ||||
Liabilities assumed | |||||
Accounts payable & accrued expenses | $ | 2,908 | |||
Related party advances | 102 | ||||
Loans payable | 21 | ||||
$ | 3,031 | ||||
Net identifiable assets/consideration paid | $ | 9,439 | |||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory | The following is a summary of the components of inventories (in thousands): | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 2,260 | $ | 1,748 | ||||
Work in progress | 115 | 137 | ||||||
Finished Goods | 2,401 | 2,068 | ||||||
$ | 4,776 | $ | 3,953 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | The following is a summary of the components of property and equipment as of (in thousands): | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 244 | $ | 244 | ||||
Buildings | 1,352 | 1,352 | ||||||
Machinery and equipment | 501 | 407 | ||||||
Office furniture and equipment | 240 | 240 | ||||||
Vehicles | 39 | 39 | ||||||
Computer equipment | 86 | 86 | ||||||
Construction in progress | 544 | 386 | ||||||
Less: Accumulated depreciation | -965 | -887 | ||||||
$ | 2,041 | $ | 1,867 | |||||
Debt_and_Line_of_Credit_Tables
Debt and Line of Credit (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Outstanding note payable indebtedness | Our outstanding note payable indebtedness was as follows as of (in thousands): | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Hannoversech Volksbank Credit line #1 | $ | 486 | $ | 759 | ||||
Hannoversech Volksbank Credit line #2 | 1,693 | 1,333 | ||||||
Hannoversech Volksbank Credit line #3 | 499 | 444 | ||||||
Hannoversech Volksbank term loan #1 | 175 | 211 | ||||||
Hannoversech Volksbank term loan #2 | 109 | 138 | ||||||
Hannoversech Volksbank term loan #3 | 354 | 393 | ||||||
Participation rights | 1,032 | 1,032 | ||||||
Ventana Medical Systems | 21 | - | ||||||
$ | 4,369 | $ | 4,310 | |||||
Preferred_Stock_Tables
Preferred Stock (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Stockholders' Equity (Deficit) [Abstract] | |||||
Summary of Company's Preferred Stock | A summary of the Company’s preferred stock is as follows: | ||||
June 30, | |||||
2014 | |||||
Shares Issued & | |||||
Offering | Outstanding | ||||
Series A convertible | 47,250 | ||||
Series B convertible, 10% cumulative dividend | 93,750 | ||||
Series C convertible, 10% cumulative dividend | 38,333 | ||||
Series D convertible, 10% cumulative dividend | 175,000 | ||||
Series E convertible, 10% cumulative dividend | 19,022 | ||||
Total Preferred Stock | 373,355 | ||||
Summary of Preferred Stock Terms | As of June 30, 2014, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation. | ||||
Summary of Preferred Stock Terms | |||||
Series A Convertible Preferred Stock | |||||
Liquidation Value: | $4.50 per share, $212,625 | ||||
Conversion Price: | $103.034 per share | ||||
Conversion Rate: | 0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034) | ||||
Voting Rights: | None | ||||
Dividends: | None | ||||
Conversion Period: | Any time | ||||
Series B Convertible Preferred Stock | |||||
Liquidation Value: | $4.00 per share, $375,000 | ||||
Conversion Price: | $10.00 per share | ||||
Conversion Rate: | 0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00) | ||||
Voting Rights: | None | ||||
Dividends: | 10%—Quarterly—Commencing March 31, 2001 | ||||
Conversion Period: | Any time | ||||
Cumulative and undeclared dividends in arrears at June 30, 2014 were $501,000 | |||||
Series C Convertible Preferred Stock | |||||
Liquidation Value: | $3.00 per share, $115,000 | ||||
Conversion Price: | $6.00 per share | ||||
Conversion Rate: | 0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00) | ||||
Voting Rights: | None | ||||
Dividends: | 10%—Quarterly—Commencing March 31, 2002 | ||||
Conversion Period: | Any time | ||||
Cumulative and undeclared dividends in arrears at June 30, 2014 were $146,000 | |||||
Series D Convertible Preferred Stock | |||||
Liquidation Value: | $10.00 per share, $1,750,000 | ||||
Conversion Price: | $10.00 per share | ||||
Conversion Rate: | 1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00) | ||||
Voting Rights: | None | ||||
Dividends: | 10%—Quarterly—Commencing April 30, 2002 | ||||
Conversion Period: | Any time | ||||
Cumulative and undeclared dividends in arrears at June 30, 2014 were $630,000 | |||||
Series E Convertible Preferred Stock | |||||
Liquidation Value: | $22.00 per share, $418,488 | ||||
Conversion Price: | $8.00 per share | ||||
Conversion Rate: | 2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00) | ||||
Voting Rights: | Equal in all respects to holders of common shares | ||||
Dividends: | 10%—Quarterly—Commencing May 31, 2002 | ||||
Conversion Period: | Any time | ||||
Cumulative and undeclared dividends in arrears at June 30, 2014 were $537,000 | |||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||
Operations and Assets By Country | The following tables show the breakdown of our operations and assets by Country (in thousands): | |||||||||||||
United States | Germany | |||||||||||||
June 30, 2014 | June 30, 2014 | |||||||||||||
Total Assets | $ | 17,110 | $ | 5,163 | ||||||||||
Property & equipment, net | $ | 23 | 2,018 | |||||||||||
Goodwill | $ | 12,461 | - | |||||||||||
United States | Germany | |||||||||||||
Six Month Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues | $ | 808 | $ | 166 | $ | 5,101 | 4,314 | |||||||
Net income (loss) | -51 | -78 | $ | 220 | 37 | |||||||||
Correction_of_Error_Tables
Correction of Error (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Accounting Changes and Error Corrections [Abstract] | ||||||||||
Error Corrections And Prior Period Adjustments | Income Statement for the six months ended June 30, 2014 (in thousands): | |||||||||
As Originally | Effect of | |||||||||
Recorded | As Adjusted | Change | ||||||||
Net Sales | $ | 5,909 | $ | 5,909 | $ | - | ||||
Operating Expenses | ||||||||||
Cost of Revenues | 2,938 | 3,258 | 320 | |||||||
Depreciation Expense | 78 | 78 | - | |||||||
Research and development | 445 | 445 | - | |||||||
Selling, general and administrative | 1,962 | 1,642 | -320 | |||||||
Total cost and expenses | 5,423 | 5,423 | - | |||||||
Operating Income (loss) | 486 | 486 | - | |||||||
Other Expenses | 301 | 301 | - | |||||||
Income (loss) from operations before income taxes | 185 | 185 | - | |||||||
Income taxes (benefit) | 16 | 16 | - | |||||||
Net Income (loss) | 169 | 169 | - | |||||||
Preferred Dividend | 36 | 36 | - | |||||||
Net Income (loss) to common stockholders | $ | 133 | $ | 133 | $ | - | ||||
Pro forma basic and diluted earnings per share | $ | 0 | $ | 0 | $ | - | ||||
Pro forma weighted average basic and diluted shares outstanding | 1,552,762,369 | 1,552,762,369 | - | |||||||
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies (Property Plant And Equipment Useful Life) (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Land and Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 33 years |
Organization_and_Summary_of_Si4
Organization and Summary of Significant Accounting Policies - (Additional Information) (Detail) | 1 Months Ended |
Apr. 30, 2014 | |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Medite Enterprise [Member] | |
Business Acquisition [Line Items] | |
Stock Issued During Period, Shares, Acquisitions | 1,468,750,000 |
Reverse_Merger_Estimated_Purch
Reverse Merger - (Estimated Purchase Price Allocation) (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Net assets acquired | |||
Cash | $1 | ||
Accounts receivable | 8 | ||
Goodwill | 12,461 | 0 | [1] |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 12,470 | ||
Liabilities assumed | |||
Accounts payable & accrued expenses | 2,908 | ||
Related party advances | 102 | ||
Loans payable | 21 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 3,031 | ||
Net identifiable assets/consideration paid | $9,439 | ||
[1] | Derived from audited information |
Reverse_Merger_Additional_Info
Reverse Merger - Additional Information (Detail) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | |
Apr. 04, 2014 | Jun. 30, 2014 | Apr. 03, 2014 | Apr. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Percentage of ownership interests acquired | 100.00% | |||
Past net operating losses | $72,000,000 | |||
Medite Enterprises, inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from private placement | 1,529,000 | 1,500,000 | ||
Number of shares issued on acquisitions | 1,468,750,000 | |||
Number of shares issued | 95,587,500 | |||
Percentage of ownership interests acquired | 100.00% | |||
Reverse Acquisition Percentage Of Share Issued | 81.10% | |||
Medite Enterprises, inc [Member] | Accrued Payroll Settlement [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued on acquisitions | 69,723,439 | |||
Value of shares issued on acquisitions | 1,610,000 | |||
Number of additional shares issued on acquisitions | 31,250,000 | |||
Minimum [Member] | Medite Enterprises, inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from private placement | $2,000,000 |
Inventories_Summary_of_the_Com
Inventories - (Summary of the Components of Inventories) (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Inventory [Line Items] | |||
Raw materials | $2,260 | $1,748 | |
Work in progress | 115 | 137 | |
Finished Goods | 2,401 | 2,068 | |
Inventory, Net | $4,776 | $3,953 | [1] |
[1] | Derived from audited information |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Property, Plant and Equipment [Line Items] | |||
Land | $244 | $244 | |
Buildings | 1,352 | 1,352 | |
Machinery and equipment | 501 | 407 | |
Office furniture and equipment | 240 | 240 | |
Vehicles | 39 | 39 | |
Computer equipment | 86 | 86 | |
Construction in progress | 544 | 386 | |
Less: Accumulated depreciation | -965 | -887 | |
Total | $2,041 | $1,867 | [1] |
[1] | Derived from audited information |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $39 | $46 | $78 | $92 |
Debt_and_Line_of_Credit_Detail
Debt and Line of Credit (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $4,369,000 | $4,310,000 |
Hannoversech Volksbank Credit line 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 486,000 | 759,000 |
Hannoversech Volksbank Credit line 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 1,693,000 | 1,333,000 |
Hannoversech Volksbank Credit line 3 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 499,000 | 444,000 |
Hannoversech Volksbank term loan 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 175,000 | 211,000 |
Hannoversech Volksbank term loan 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 109,000 | 138,000 |
Hannoversech Volksbank term loan 3 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 354,000 | 393,000 |
Participation rights [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 1,032,000 | 1,032,000 |
Ventana Medical Systems [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $21,000 | $0 |
Debt_and_Line_of_Credit_Additi
Debt and Line of Credit - Additional Information (Detail) | 6 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | ||
USD ($) | USD ($) | Participation Rights Agreement In March 2009 [Member] | Participation Rights Agreement In March 2009 [Member] | Participation Rights Agreement In March 2009 [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | Medite GmbH, Burgdorf [Member] | CytoGlobe, GmbH, Burgdorf [Member] | CytoGlobe, GmbH, Burgdorf [Member] | CytoGlobe, GmbH, Burgdorf [Member] | Ventana Systems [Member] | ||
EUR (€) | Tranche One [Member] | Tranche Two [Member] | Hannoversech Volksbank Credit lines 1 Issued in July 2006 [Member] | Hannoversech Volksbank Credit line 2 Issued in July 2006 [Member] | Hannoversech Volksbank term loan 1 Issued in December 2006 [Member] | Hannoversech Volksbank term loan 2 Issued in June 2006 [Member] | Hannoversech Volksbank term loan 3 Issued in November 2008 [Member] | Hannoversech Volksbank Credit line 3 Issued in June 2012 [Member] | Hannoversech Volksbank Credit line 3 Issued in June 2012 [Member] | Hannoversech Volksbank Credit line 3 Issued in June 2012 [Member] | 2001 Promissory Note [Member] | ||||
EUR (€) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | Tranche One [Member] | Tranche Two [Member] | USD ($) | |||||
EUR (€) | EUR (€) | ||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit borrowing capacity | € 400,000 | € 480,000 | € 400,000 | € 200,000 | € 200,000 | ||||||||||
Line of credit maximum borrowing capacity | 600,000 | 1,000,000 | |||||||||||||
Line of credit variable interest rate | 8.00% | 3.98% | 4.00% | 8.00% | |||||||||||
Debt instrument face amount | 1,500,000 | 750,000 | 750,000 | 500,000 | 400,000 | 400,000 | 62,000 | ||||||||
Debt instrument gross | 4,369,000 | 4,310,000 | 21,000 | ||||||||||||
Debt instrument interest rate | 12.15% | 3.40% | 3.60% | 4.70% | |||||||||||
Debt instrument maturity period | 2016 | Sep-16 | Jun-16 | 2003 | |||||||||||
Debt instrument maturity date | 31-Dec-18 | ||||||||||||||
Principal repayment term | 18 semi-annual | ||||||||||||||
Principal repayments | 27,780 | 22,220 | 13,890 | ||||||||||||
Advanced from officer | 125,000 | 0 | [1] | ||||||||||||
Interest expense, related party | 1,700 | ||||||||||||||
Line of credit facility, beneficiary | € 500,000 | ||||||||||||||
[1] | Derived from audited information |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Class Of Stock [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 4,877,111 | |
Stock Issued During Period, Value, Issued for Services | $82,000 | |
Private Placement [Member] | ||
Class Of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 12,187,500 | |
Proceeds from Issuance of Private Placement | 195,000 | |
Settle Vendor Liability [Member] | ||
Class Of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 3,589,214 | |
Stock Issued During Period, Value, New Issues | $36,000 |
Preferred_Stock_Summary_of_Pre
Preferred Stock (Summary of Preferred Stock) (Detail) | Jun. 30, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 373,355 | 0 |
Preferred stock, shares outstanding | 373,355 | 0 |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 47,250 | |
Preferred stock, shares outstanding | 47,250 | |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 93,750 | |
Preferred stock, shares outstanding | 93,750 | |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 38,333 | |
Preferred stock, shares outstanding | 38,333 | |
Series D Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 175,000 | |
Preferred stock, shares outstanding | 175,000 | |
Series E Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 19,022 | |
Preferred stock, shares outstanding | 19.022 |
Preferred_Stock_Summary_of_Pre1
Preferred Stock (Summary of Preferred Stock) (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Series B Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Convertible preferred stock, cumulative dividend rate | 10.00% |
Series C Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Convertible preferred stock, cumulative dividend rate | 10.00% |
Series D Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Convertible preferred stock, cumulative dividend rate | 10.00% |
Series E Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Convertible preferred stock, cumulative dividend rate | 10.00% |
Preferred_Stock_Summary_of_Pre2
Preferred Stock (Summary of Preferred Stock Terms) (Detail) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||
Preferred stock, Liquidation value | $2,871 | $0 |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, Liquidation value | 212,625 | |
Preferred stock, conversion Price | $103.03 | |
Preferred stock, conversion Rate | 0.04% | |
Preferred stock, voting Rights | None | |
Preferred stock, dividends | 0.00% | |
Preferred stock, conversion Period | Any time | |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, Liquidation value | 375,000 | |
Preferred stock, conversion Price | $10 | |
Preferred stock, conversion Rate | 0.40% | |
Preferred stock, voting Rights | None | |
Preferred stock, dividends | 10.00% | |
Preferred stock, conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | 501,000 | |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, Liquidation value | 115,000 | |
Preferred stock, conversion Price | $6 | |
Preferred stock, conversion Rate | 0.50% | |
Preferred stock, voting Rights | None | |
Preferred stock, dividends | 10.00% | |
Preferred stock, conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | 146,000 | |
Series D Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, Liquidation value | 1,750,000 | |
Preferred stock, conversion Price | $10 | |
Preferred stock, conversion Rate | 1.00% | |
Preferred stock, voting Rights | None | |
Preferred stock, dividends | 10.00% | |
Preferred stock, conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | 630,000 | |
Series E Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, Liquidation value | 418,488 | |
Preferred stock, conversion Price | $8 | |
Preferred stock, conversion Rate | 2.75% | |
Preferred stock, voting Rights | Equal in all respects to holders of common shares | |
Preferred stock, dividends | 10.00% | |
Preferred stock, conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $537,000 |
Preferred_Stock_Summary_of_Pre3
Preferred Stock (Summary of Preferred Stock Terms) (Parenthetical) (Detail) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Series A Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, liquidation Value per share | $4.50 |
Series B Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, liquidation Value per share | $4 |
Preferred stock, frequency of dividend payment | 10%—Quarterly—Commencing March 31, 2001 |
Preferred stock, dividend date of commencement | 31-Mar-01 |
Series C Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, liquidation Value per share | $3 |
Preferred stock, frequency of dividend payment | 10%—Quarterly—Commencing March 31, 2002 |
Preferred stock, dividend date of commencement | 31-Mar-02 |
Series D Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, liquidation Value per share | $10 |
Preferred stock, frequency of dividend payment | 10%—Quarterly—Commencing April 30, 2002 |
Preferred stock, dividend date of commencement | 30-Apr-02 |
Series E Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, liquidation Value per share | $22 |
Preferred stock, frequency of dividend payment | 10%—Quarterly—Commencing May 31, 2002 |
Preferred stock, dividend date of commencement | 31-May-02 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
EUR (€) | Maximum [Member] | Minimum [Member] | |
USD ($) | USD ($) | ||
Commitments and Contingencies Disclosure [Line Items] | |||
Operating Leases, Rent Expense | € 4,000 | ||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 5 years | ||
Operating Leases, Rent Expense, Net | 2,563 | 2,277 | |
Operating Leases, Rent Expense, Minimum Rentals | 5,100 | ||
Contractual Obligation, Due in Next Twelve Months | € 428,000 |
Segment_Information_Detail
Segment Information (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Segment Reporting Information [Line Items] | |||
Total Assets | $22,273 | $8,170 | [1] |
Property & equipment, net | 2,041 | 1,867 | [1] |
Goodwill | 12,461 | 0 | [1] |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 17,110 | ||
Property & equipment, net | 23 | ||
Goodwill | 12,461 | ||
GERMANY | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 5,163 | ||
Property & equipment, net | 2,018 | ||
Goodwill | $0 | ||
[1] | Derived from audited information |
Segment_Information_Detail_1
Segment Information (Detail 1) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment Reporting Information [Line Items] | ||||
Net Income (Loss) Attributable to Parent, Total | ($50) | $104 | $169 | ($41) |
GERMANY | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,101 | 4,314 | ||
Net Income (Loss) Attributable to Parent, Total | 220 | 37 | ||
UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 808 | 166 | ||
Net Income (Loss) Attributable to Parent, Total | ($51) | ($78) |
Correction_of_Error_Detail
Correction of Error (Detail) (USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 |
Net Sales | $5,909 |
Operating Expenses | |
Cost of Revenues | 3,258 |
Depreciation Expense | 78 |
Research and development | 445 |
Selling, general and administrative | 1,642 |
Total cost and expenses | 5,423 |
Operating Income (loss) | 486 |
Other Expenses | 301 |
Income (loss) from operations before income taxes | 185 |
Income taxes (benefit) | 16 |
Net Income (loss) | 169 |
Preferred Dividend | 36 |
Net Income (loss) to common stockholders | 133 |
Pro forma basic and diluted earnings per share | $0 |
Pro forma weighted average basic and diluted shares outstanding | 1,552,762,369 |
Scenario, Previously Reported [Member] | |
Net Sales | 5,909 |
Operating Expenses | |
Cost of Revenues | 2,938 |
Depreciation Expense | 78 |
Research and development | 445 |
Selling, general and administrative | 1,962 |
Total cost and expenses | 5,423 |
Operating Income (loss) | 486 |
Other Expenses | 301 |
Income (loss) from operations before income taxes | 185 |
Income taxes (benefit) | 16 |
Net Income (loss) | 169 |
Preferred Dividend | 36 |
Net Income (loss) to common stockholders | 133 |
Pro forma basic and diluted earnings per share | $0 |
Pro forma weighted average basic and diluted shares outstanding | 1,552,762,369 |
Restatement Adjustment [Member] | |
Net Sales | 0 |
Operating Expenses | |
Cost of Revenues | 320 |
Depreciation Expense | 0 |
Research and development | 0 |
Selling, general and administrative | -320 |
Total cost and expenses | 0 |
Operating Income (loss) | 0 |
Other Expenses | 0 |
Income (loss) from operations before income taxes | 0 |
Income taxes (benefit) | 0 |
Net Income (loss) | 0 |
Preferred Dividend | 0 |
Net Income (loss) to common stockholders | $0 |
Pro forma basic and diluted earnings per share | $0 |
Pro forma weighted average basic and diluted shares outstanding | 0 |