Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | Medite Cancer Diagnostics, Inc. | |
Entity Central Index Key | 75,439 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MDIT | |
Entity Common Stock, Shares Outstanding | 20,766,206 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 347 | $ 230 |
Accounts receivable, net | 1,302 | 1,991 |
Inventories | 4,161 | 3,415 |
Prepaid expenses and other current assets | 208 | 154 |
Total current assets | 6,018 | 5,790 |
Property and equipment, net | 2,016 | 2,091 |
In-process research and development | 4,620 | 4,620 |
Trademarks, trade names | 1,240 | 1,240 |
Goodwill | 2,453 | 2,453 |
Other assets | 398 | 245 |
Total assets | 16,745 | 16,439 |
Current liabilities: | ||
Secured lines of credit and current portion of long-term debt | 1,764 | 2,555 |
Account payable and accrued expenses | 4,025 | 4,134 |
Advances - related parties | 85 | 110 |
Total current liabilities | 5,874 | 6,799 |
Long-term debt, net of current portion | 981 | 1,209 |
Total liabilities | $ 6,855 | $ 8,008 |
Commitments and contingencies | ||
Stockholders’ equity : | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 198,355 and 373,355 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively (liquidation value of all classes of preferred stock $1,121 and $2,871 as of September 30, 2015 and December 31, 2014, respectively) | $ 962 | $ 1,487 |
Common stock, $0.001 par value; 3.5 billion shares authorized, 20,766,206 and 19,427,331 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 21 | 19 |
Additional paid-in capital | 8,343 | 5,763 |
Treasury stock | (327) | (327) |
Accumulated other comprehensive loss | (479) | (149) |
Retained earnings | 1,370 | 1,638 |
Total stockholders' equity | 9,890 | 8,431 |
Total liabilities and stockholders' equity | $ 16,745 | $ 16,439 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 198,355 | 373,355 |
Preferred stock, shares outstanding | 198,355 | 373,355 |
Preferred Stock, Liquidation Preference, Value (in dollars) | $ 1,121 | $ 2,871 |
Common stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common Stock, Shares, Issued | 20,766,206 | 19,427,331 |
Common Stock, Shares, Outstanding | 20,766,206 | 19,427,331 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net sales | $ 2,662 | $ 2,785 | $ 7,081 | $ 8,694 |
Cost of revenues | 1,493 | 1,198 | 4,028 | 4,456 |
Gross profit | 1,169 | 1,587 | 3,053 | 4,238 |
Operating expenses | ||||
Depreciation and amortization expense | 30 | 48 | 95 | 126 |
Research and development | 222 | 317 | 825 | 762 |
Selling, general and administrative | 785 | 1,260 | 2,191 | 2,902 |
Total operating expenses | 1,037 | 1,625 | 3,111 | 3,790 |
Operating income (loss) | 132 | (38) | (58) | 448 |
Other expenses | ||||
Interest expense | 46 | 71 | 157 | 221 |
Other expenses | 11 | 2 | 61 | 153 |
Total other expenses | 57 | 73 | 218 | 374 |
Income (loss) before income taxes | 75 | (111) | (276) | 74 |
Income tax expense (benefit) | 16 | (8) | (9) | 24 |
Net income (loss) | 59 | (119) | (267) | 50 |
Preferred dividend | (23) | (18) | (69) | (54) |
Net income (loss) applicable to common stockholders | 36 | (137) | (336) | (4) |
Condensed consolidated statements of comprehensive income (loss) | ||||
Net income (loss) | 59 | (119) | (267) | 50 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | (170) | 45 | (330) | 41 |
Comprehensive income (loss) | (111) | (74) | (597) | 91 |
Earnings (loss) per share | ||||
Net income (loss) applicable to common stockholders | $ 36 | $ (137) | $ (336) | $ (4) |
Basic and diluted earnings (loss) per share | $ 0 | $ (0.01) | $ (0.01) | $ 0 |
Weighted average basic and diluted shares outstanding | 20,484,936 | 19,345,231 | 20,051,206 | 17,683,284 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (267) | $ 50 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation | 95 | 126 |
Non cash interest | 0 | 4 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 689 | 56 |
Inventories | (746) | (1,058) |
Prepaid expenses and other current assets | (54) | (150) |
Accounts payable and accrued liabilities | (109) | (391) |
Net cash used in operating activities | (392) | (1,363) |
Cash flows from investing activities: | ||
Purchases of equipment | (19) | (391) |
Increase (decrease) in other assets | (154) | 1 |
Net cash used in investing activities | (173) | (390) |
Cash flows from financing activities: | ||
Net advances (repayments) on lines of credit and long-term debt | (791) | 180 |
Term note repayments | (228) | (159) |
Proceeds from sale of common stock, net issuance costs of $28 | 2,056 | 1,842 |
Net advances from (repayment to) related parties | (25) | 9 |
Net cash provided by financing activities | 1,012 | 1,783 |
Effect of exchange rates on cash | (330) | 21 |
Net increase in cash | 117 | 140 |
Cash at beginning of year | 230 | 75 |
Cash at end of the period | 347 | 215 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 103 | 149 |
Cash paid for income taxes | 68 | 16 |
Supplemental schedule of non-cash financing activity: | ||
Conversion of preferred stock to common stock | $ 525 | $ 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Payments of Stock Issuance Costs | $ 28 | $ 28 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1. Organization and Summary of Significant Accounting Policies MEDITE Cancer Diagnostics, Inc., (“MDIT”, “MEDITE” or the “Company”) was incorporated in Delaware in December 1998. These statements include the accounts of MEDITE Cancer Diagnostics, Inc., (former CytoCore, Inc., the “Company”, “we” and “us”) and its wholly owned subsidiaries, which consists of MEDITE Enterprise, Inc., MEDITE GmbH, Burgdorf, Germany, MEDITE GmbH, Salzburg, Austria, MEDITE Lab Solutions, Inc. (formerly MEDITE Inc.), Orlando, USA, MEDITE sp. z o.o., Zilona-Gora, Poland and CytoGlobe, GmbH, Burgdorf, Germany. In April 2014, the shareholders of the Company consummated a transaction in which 100 15,000,000 MEDITE is a medical technology company specializing in the development, engineering, manufacturing and marketing of premium medical devices and consumables for detection, risk assessment and diagnosis of cancer and related diseases. By acquiring MEDITE the company changed from solely research operations to an operating company with 71 employees in four countries, a distribution network to about 70 countries worldwide, a well-known and established brand name, a wide range of selling products and the established infrastructure necessary for a company acting in the medical industry. The accompanying condensed consolidated financial statements for the periods ended September 30, 2015 and 2014 included herein are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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, 2015 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 disclosed in the Report on Form 10-K/A for the year ended December 31, 2014 and other filings with the Securities and Exchange Commission. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. The Company derives its revenue primarily from the sale of medical products and supplies for the diagnosis and prevention of cancer. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred; (3) the selling price of the product is fixed or determinable; and (4) collectability is reasonably assured. The Company generates the majority of its revenue from the sale of inventory. The Company recognizes revenue when title and risk of loss transfer to the customer and all other revenue recognition criteria have been met. For a small subset of sales, the Company and its customers agree in the sales contract that risk of loss and title transfer upon the Company packing the items for shipment, segregating the items packaged and notifying the Customer that their items are ready for pickup. The Company records such sales at time of completed packaging and segregation of the items from general inventory and notification has been confirmed by the customer. Buildings 33 Machinery and equipment 3 10 Office furniture and equipment 2 10 Vehicles 5 Computer equipment 3 5 Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized. All research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, testing, developing and validating the manufacturing process, and regulatory related costs. Acquired in-process research and development (“IPR&D”) that the Company acquires through business combinations represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, MEDITE will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D intangible asset is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. The Company has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if the Company concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Financial Accounting Standards Board Codification Subtopic 350-30. The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The Company evaluates our reporting units on an annual basis. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. These assets were independently valued at April 3, 2014, the date of the MEDITE Enterprise, Inc. purchase by CytoCore, Inc., based upon valuation assumptions such as projected discounted cash-flow amongst others and updated through September 30, 2015. In the future, the Company plans to review the assumptions annually to determine if any impairment allowances are necessary until the underlying products under development and long-lived assets have been commercialized. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory”. The amendments require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The Company does not expect this amendment to have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations and simplifies the current US GAAP requirements by reducing the number of consolidation models. The guidance is effective for fiscal years and interim reporting periods beginning on or after December 15, 2015. The Company does not expect this standard to have a material impact on its statements of operations, statements of cash flows or financial position. In May 2014, the FASB issued ASU 2014-09, “Revenue with Contracts from Customers.” ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The ASU introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The updated guidance is effective for public entities for interim and annual periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of the updated guidance, but the Company does not believe that the adoption of ASU 2014-09 will have a significant impact on its consolidated financial statements. |
Reverse Merger
Reverse Merger | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Reverse Merger | Note 2. Reverse Merger In January 2014, the Company and the previous owners of MEDITE Enterprise, Inc. entered into an agreement to merge with the former CytoCore, Inc. The merger required as a pre-requisite that among other items CytoCore settle certain outstanding payroll amounts in stock and that CytoCore complete a private placement with gross proceeds of a minimum of $ 2 1.5 697,234 1.6 1.5 955,875 14,687,500 312,500 100 3,502,700 1.6 Because the owners of MEDITE Enterprise, Inc. received approximately 81.1 In thousands Assets acquired Cash $ 1 Other current assets 12 Property and equipment 81 Trade names /trademarks 1,240 In-Process research and development 4,620 Goodwill 2,453 8,407 Liabilities assumed Accounts payable & accrued expenses 3,220 Related party advances 102 Loans payable 21 3,343 Consideration paid in the form of common stock $ 5,064 The Company is treating the fair value assigned to trade names/trademarks as indefinite lived intangibles. The in process research and development covers four separate areas (a) breast pap device and related consumables (b) new biomarkers (c) a new stain and (d) the SoftKit. Until the Company either completes development or abandons such development, the in-process research and development costs are treated as indefinite lived intangible assets. If the Company is successful in these development projects, it expects the in-process research and development will be amortized over an approximate 15 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories September 30, December 31, 2015 2014 (unaudited) Raw materials $ 1,934 $ 1,229 Work in progress 225 33 Finished Goods 2,002 2,153 $ 4,161 $ 3,415 No amounts were reserved for obsolete inventory as of September 30, 2015 and December 31, 2014. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment September 30, December 31, 2015 2014 (unaudited) Land $ 215 $ 233 Buildings 1192 1,291 Machinery and equipment 546 529 Office furniture and equipment 295 265 Vehicles 42 103 Computer equipment 111 110 Construction in progress 521 559 Less: Accumulated depreciation (906) (999) $ 2,016 $ 2,091 Depreciation expense amounted to approximately $ 95,000 126,000 |
Long-term Debts and Lines of Cr
Long-term Debts and Lines of Credit | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debts and Lines of Credit | Note 5. Long-term Debts and Lines of Credit September 30, December 31, 2015 2014 (unaudited) Hannoversche Volksbank credit line #1 $ 1,169 $ 1,880 Hannoversche Volksbank credit line #2 399 465 Hannoversche Volksbank term loan #1 62 135 Hannoversche Volksbank term loan #2 50 81 Hannoversche Volksbank term loan #3 203 270 Ventana Medical Systems, Inc. Promissory Note 21 21 Denture DZ Equity Partners Participation right 841 912 $ 2,745 $ 3,764 In July 2006, MEDITE GmbH, Burgdorf, entered into a master line of credit agreement #1 with Hannoversche Volksbank. The line of credit was amended in 2012 and was later amended to increase the credit limit to Euro 1.8 2.0 1.6 1.8 500,000 560,865 1.1 1.2 3.77 8.00 In June 2012, CytoGlobe, GmbH, Burgdorf, entered into a line of credit agreement #2 with Hannoversche Volksbank. The line of credit granted a maximum borrowing authority of Euro 400,000 448,692 3.77 8.00 In December 2006, MEDITE GmbH, Burgdorf, entered into a Euro 500,000 560,865 3.4 27,780 31,162 In June 2006, MEDITE GmbH, Burgdorf, entered into a Euro 400,000 448,692 3.6 22,220 24,928 In November 2008, MEDITE GmbH, Burgdorf, entered into a Euro 400,000 4.7 13,890 In March 2009, the Company entered into a participation rights agreement in the form of a debenture with a mezzanine lender who advanced the Company up to Euro 1.5 million, ($ 1.7 750,000 841,298 12.15 As of the date of filing, the remaining balance of approximately $ 21,000 1.75 656,250 12,000 1,019 |
Related Party Advances
Related Party Advances | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Advances | Note 6. Related Party Advances At September 30, 2015 and December 31, 2014, the Company owed its then CFO and Chairman of the Board for prior advances of approximately $ 85,000 110,000 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common Stock | Note 7. Common Stock During the nine months ended September 30, 2015, the Company issued 1,338,875 shares of unregistered stock to qualified individuals pursuant to exemptions from registration under Regulation D and Section 4(2) of the Securities Act of 1933 at 1.60 2,134,000 81,000 12,000 1,086,250 1.60 600,000 |
Preferred Stock and Warrants
Preferred Stock and Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Preferred Stock and Warrants | Preferred Stock and Warrants September 30, December 31, 2015 2014 (unaudited) Shares Issued & Shares Issued & Offering Outstanding Outstanding Series A convertible 47,250 47,250 Series B convertible, 10% cumulative dividend 93,750 93,750 Series C convertible, 10% cumulative dividend 38,333 38,333 Series D convertible, 10% cumulative dividend - 175,000 Series E convertible, 10% cumulative dividend 19,022 19,022 Total Preferred Stock 198,355 373,355 As of September 30, 2015 and December 31, 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 Series A Convertible Preferred Stock Liquidation Value: $ 4.50 212,625 Conversion Price: $ 10,303 Conversion Rate: 0.00044 4.50 Voting Rights: None Dividends: None Conversion Period: Any Series B Convertible Preferred Stock Liquidation Value: $ 4.00 375,000 Conversion Price: $ 1,000 Conversion Rate: 0.0040 4.00 Voting Rights: None Dividends: 10 March 31, 2001 Conversion Period: Any time Cumulative dividends in arrears at September 30, 2015 and December 31, 2014 were $ 548,788 520,665 Series C Convertible Preferred Stock Liquidation Value: $ 3.00 115,000 Conversion Price: $ 600 Conversion Rate: 0.0050 3.00 Voting Rights: None Dividends: 10 March 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at September 30, 2015 and December 31, 2014 were $ 160,038 151,413 Series D Convertible Preferred Stock Liquidation Value: $ 1,000 525,000 Conversion Price: $ 1,000 Conversion Rate: .01Liquidation Value divided by Conversion Price ($ 10.00 Voting Rights: None Dividends: 10%QuarterlyCommencing April 30, 2002 Conversion Period: Any time Cumulative dividends in arrears at September 30, 2015 and December 31, 2014 were $ 0 660,000 Series E Convertible Preferred Stock Liquidation Value: $ 22.00 418,488 Conversion Price: $ 800.00 Conversion Rate: .0275Liquidation Value divided by Conversion Price ($ 22.00 Voting Rights: Equal in all respects to holders of common shares Dividends: 10 May 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at September 30, 2015 and December 31, 2014 were $ 585,948 558,173 Weighted Weighted Average Average Aggregate Remaining Exercise Intrinsic Contractual Warrants Price Value Life (Years) Outstanding at December 31, 2014 143,308 $ 2.64 6.46 Granted Exercised Expired Outstanding at September 30, 2015 143,308 $ 2.64 6.46 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies The Company currently leases 12 vehicles for sales and service employees, delivery and other purposes with expirations ranging from November 2015 through June 2018. The current minimum monthly payment for these vehicle leases is approximately $ 5,463 The Company has several operating leases for office, laboratory and manufacturing space. The Company’s operating lease for one of its German facilities can be cancelled by either party with a 3 months’ notice, its Poland facility can be terminated by either party with a six month notice. Monthly rent payments for the German and Poland facilities are Euro 4,000 4,487 6,240 1,660 June 30, 2016 1,070 3,948 4,394 2,416 2,563 July 31, 2018 10,051 The Company also leases IT Hardware and Software for 3-D Design which require aggregate monthly lease payments of $ 1,645 In 2014, the Company became a defendant in a lawsuit brought by D&D Technologies, Inc. (“D&D”) in the state of New Jersey for breach of contract and breach of implied covenant of good faith that allegedly occurred in 2013 for failure to pay for past contractual services. The original complaint was dismissed and then refiled by D&D. D&D is seeking damages over $ 86,000 15,000 The Company’s former auditor L.J. Soldinger and Associates filed a claim against the Company in Illinois’ Lake County Superior Court. The Company believes the claims are without merit and has adequately reserved for costs associated with the claim. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10. Segment Information The Company operates in one operating segment. However, the Company has assets and operations in the United States, Germany and Poland. The first quarter numbers included in the nine month period ended September 30, 2014 represent MEDITE as a private company before the reverse merger with the former CytoCore Inc. After April 3, 2014, results reflect the combination of both companies. The influence in revenues by the significant change of the currency exchange rate between USD and EURO since September 30, 2014 compared to September 30, 2015 is approximately $1.1 million (USD/EURO exchange rate of 1.1151 vs. 1,3560). United States Germany Poland Total Sep. 30, Dec. 31, Sep.30, Dec. 31, Sep. 30, Dec. 31, Sep. 30, Dec. 31, 2015 2014 2015 2014 2015 2014 2015 2014 Assets $ 9,125 $ 9,387 $ 7,416 $ 6,989 $ 204 $ 63 $ 16,745 $ 16,439 Property & equipment, net 87 98 1,924 1,985 5 8 2,016 2,091 Intangible assets 8,313 8,313 - - - - 8,313 8,313 United States Germany Poland Total Sep. 30, Sep. 30, Sep. 30, Sep. 30, Sep. 30, Sep 30, Sep. 30, Sep. 30, 2015 2014 2015 2014 2015 2014 2015 2014 Revenues $ 928 $ 1,321 $ 6,114 $ 7,373 $ 39 $ 0 $ 7,081 $ 8,694 Net income (loss) (552) (182) 339 232 (54) - (267) 50 |
Organization and Summary of S17
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Principle of Consolidation, Basis of Presentation and Significant Estimates | Consolidation, Basis of Presentation and Significant Estimates The accompanying condensed consolidated financial statements for the periods ended September 30, 2015 and 2014 included herein are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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, 2015 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 disclosed in the Report on Form 10-K/A for the year ended December 31, 2014 and other filings with the Securities and Exchange Commission. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company derives its revenue primarily from the sale of medical products and supplies for the diagnosis and prevention of cancer. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred; (3) the selling price of the product is fixed or determinable; and (4) collectability is reasonably assured. The Company generates the majority of its revenue from the sale of inventory. The Company recognizes revenue when title and risk of loss transfer to the customer and all other revenue recognition criteria have been met. For a small subset of sales, the Company and its customers agree in the sales contract that risk of loss and title transfer upon the Company packing the items for shipment, segregating the items packaged and notifying the Customer that their items are ready for pickup. The Company records such sales at time of completed packaging and segregation of the items from general inventory and notification has been confirmed by the customer. |
Property and Equipment | Buildings 33 Machinery and equipment 3 10 Office furniture and equipment 2 10 Vehicles 5 Computer equipment 3 5 Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements are capitalized. |
Research and Development | Research and Development All research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, testing, developing and validating the manufacturing process, and regulatory related costs. |
Acquired In-Process Research and Development | Acquired In-Process Research and Development Acquired in-process research and development (“IPR&D”) that the Company acquires through business combinations represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, MEDITE will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D intangible asset is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. |
Impairment or Disposal of Long-Lived Assets Including Finite Lived Intangibles | Impairment or Disposal of Long-Lived Assets Including Finite Lived Intangibles At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. |
Impairment of Indefinite Lived Intangible Assets Other Than Goodwill | Impairment of Indefinite Lived Intangible Assets Other Than Goodwill The Company has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if the Company concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Financial Accounting Standards Board Codification Subtopic 350-30. |
Goodwill | Goodwill The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The Company evaluates our reporting units on an annual basis. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. |
Impairment Policy and Procedures for In Process Research and Development, Trademarks, Trade Names and Goodwill | Impairment Policy and Procedures for In Process Research and Development, Trademarks, Trade Names and Goodwill The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. These assets were independently valued at April 3, 2014, the date of the MEDITE Enterprise, Inc. purchase by CytoCore, Inc., based upon valuation assumptions such as projected discounted cash-flow amongst others and updated through September 30, 2015. In the future, the Company plans to review the assumptions annually to determine if any impairment allowances are necessary until the underlying products under development and long-lived assets have been commercialized. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory”. The amendments require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The Company does not expect this amendment to have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations and simplifies the current US GAAP requirements by reducing the number of consolidation models. The guidance is effective for fiscal years and interim reporting periods beginning on or after December 15, 2015. The Company does not expect this standard to have a material impact on its statements of operations, statements of cash flows or financial position. In May 2014, the FASB issued ASU 2014-09, “Revenue with Contracts from Customers.” ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The ASU introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The updated guidance is effective for public entities for interim and annual periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of the updated guidance, but the Company does not believe that the adoption of ASU 2014-09 will have a significant impact on its consolidated financial statements. |
Organization and Summary of S18
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Property Plant And Equipment Useful Life | Buildings 33 Machinery and equipment 3 10 Office furniture and equipment 2 10 Vehicles 5 Computer equipment 3 5 |
Reverse Merger (Tables)
Reverse Merger (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Under the purchase method of accounting, the assets acquired and liabilities assumed are recorded at their respective fair values as of the transaction date. In connection with the merger, the consideration paid, the assets acquired and liabilities assumed, recorded at fair value on the date of acquisition, are summarized in the following table: In thousands Assets acquired Cash $ 1 Other current assets 12 Property and equipment 81 Trade names /trademarks 1,240 In-Process research and development 4,620 Goodwill 2,453 8,407 Liabilities assumed Accounts payable & accrued expenses 3,220 Related party advances 102 Loans payable 21 3,343 Consideration paid in the form of common stock $ 5,064 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following is a summary of the components of inventories (in thousands): September 30, December 31, 2015 2014 (unaudited) Raw materials $ 1,934 $ 1,229 Work in progress 225 33 Finished Goods 2,002 2,153 $ 4,161 $ 3,415 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following is a summary of the components of property and equipment (in thousands): September 30, December 31, 2015 2014 (unaudited) Land $ 215 $ 233 Buildings 1192 1,291 Machinery and equipment 546 529 Office furniture and equipment 295 265 Vehicles 42 103 Computer equipment 111 110 Construction in progress 521 559 Less: Accumulated depreciation (906) (999) $ 2,016 $ 2,091 |
Long-term Debts and Lines of 22
Long-term Debts and Lines of Credit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Outstanding note payable indebtedness | The Company’s outstanding note payable indebtedness was as follows as of (in thousands): September 30, December 31, 2015 2014 (unaudited) Hannoversche Volksbank credit line #1 $ 1,169 $ 1,880 Hannoversche Volksbank credit line #2 399 465 Hannoversche Volksbank term loan #1 62 135 Hannoversche Volksbank term loan #2 50 81 Hannoversche Volksbank term loan #3 203 270 Ventana Medical Systems, Inc. Promissory Note 21 21 Denture DZ Equity Partners Participation right 841 912 $ 2,745 $ 3,764 |
Preferred Stock and Warrants (T
Preferred Stock and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity (Deficit) [Abstract] | |
Summary of Company's Preferred Stock | A summary of the Company’s preferred stock as of September 30, 2015 and December 31, 2014 is as follows. September 30, December 31, 2015 2014 (unaudited) Shares Issued & Shares Issued & Offering Outstanding Outstanding Series A convertible 47,250 47,250 Series B convertible, 10% cumulative dividend 93,750 93,750 Series C convertible, 10% cumulative dividend 38,333 38,333 Series D convertible, 10% cumulative dividend - 175,000 Series E convertible, 10% cumulative dividend 19,022 19,022 Total Preferred Stock 198,355 373,355 |
Summary of Preferred Stock Terms | Summary of Preferred Stock Terms Series A Convertible Preferred Stock Liquidation Value: $ 4.50 212,625 Conversion Price: $ 10,303 Conversion Rate: 0.00044 4.50 Voting Rights: None Dividends: None Conversion Period: Any Series B Convertible Preferred Stock Liquidation Value: $ 4.00 375,000 Conversion Price: $ 1,000 Conversion Rate: 0.0040 4.00 Voting Rights: None Dividends: 10 March 31, 2001 Conversion Period: Any time Cumulative dividends in arrears at September 30, 2015 and December 31, 2014 were $ 548,788 520,665 Series C Convertible Preferred Stock Liquidation Value: $ 3.00 115,000 Conversion Price: $ 600 Conversion Rate: 0.0050 3.00 Voting Rights: None Dividends: 10 March 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at September 30, 2015 and December 31, 2014 were $ 160,038 151,413 Series D Convertible Preferred Stock Liquidation Value: $ 1,000 525,000 Conversion Price: $ 1,000 Conversion Rate: .01Liquidation Value divided by Conversion Price ($ 10.00 Voting Rights: None Dividends: 10%QuarterlyCommencing April 30, 2002 Conversion Period: Any time Cumulative dividends in arrears at September 30, 2015 and December 31, 2014 were $ 0 660,000 Series E Convertible Preferred Stock Liquidation Value: $ 22.00 418,488 Conversion Price: $ 800.00 Conversion Rate: .0275Liquidation Value divided by Conversion Price ($ 22.00 Voting Rights: Equal in all respects to holders of common shares Dividends: 10 May 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at September 30, 2015 and December 31, 2014 were $ 585,948 558,173 |
Warrants Outstanding | Warrants outstanding Weighted Weighted Average Average Aggregate Remaining Exercise Intrinsic Contractual Warrants Price Value Life (Years) Outstanding at December 31, 2014 143,308 $ 2.64 6.46 Granted Exercised Expired Outstanding at September 30, 2015 143,308 $ 2.64 6.46 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables show the breakdown of the Company’s operations and assets by region (in thousands): United States Germany Poland Total Sep. 30, Dec. 31, Sep.30, Dec. 31, Sep. 30, Dec. 31, Sep. 30, Dec. 31, 2015 2014 2015 2014 2015 2014 2015 2014 Assets $ 9,125 $ 9,387 $ 7,416 $ 6,989 $ 204 $ 63 $ 16,745 $ 16,439 Property & equipment, net 87 98 1,924 1,985 5 8 2,016 2,091 Intangible assets 8,313 8,313 - - - - 8,313 8,313 United States Germany Poland Total Sep. 30, Sep. 30, Sep. 30, Sep. 30, Sep. 30, Sep 30, Sep. 30, Sep. 30, 2015 2014 2015 2014 2015 2014 2015 2014 Revenues $ 928 $ 1,321 $ 6,114 $ 7,373 $ 39 $ 0 $ 7,081 $ 8,694 Net income (loss) (552) (182) 339 232 (54) - (267) 50 |
Organization and Summary of S25
Organization and Summary of Significant Accounting Policies (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 33 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Office furniture and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Office furniture and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Organization and Summary of S26
Organization and Summary of Significant Accounting Policies - (Additional Information) (Detail) - shares | Sep. 30, 2015 | Dec. 31, 2014 | Apr. 30, 2014 |
Business Acquisition [Line Items] | |||
Common Stock, Shares, Outstanding | 20,766,206 | 19,427,331 | |
Medite Enterprise [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Common Stock, Shares, Outstanding | 15,000,000 |
Reverse Merger - (Estimated Pur
Reverse Merger - (Estimated Purchase Price Allocation) (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets acquired | ||
Cash | $ 1 | |
Other current assets | 12 | |
Property and equipment | 81 | |
Trade names /trademarks | 1,240 | |
In-Process research and development | 4,620 | |
Goodwill | 2,453 | $ 2,453 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 8,407 | |
Liabilities assumed | ||
Accounts payable & accrued expenses | 3,220 | |
Related party advances | 102 | |
Loans payable | 21 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 3,343 | |
Consideration paid in the form of common stock | $ 5,064 |
Reverse Merger - Additional Inf
Reverse Merger - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Apr. 04, 2014 | Apr. 03, 2014 | Jan. 31, 2014 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||
Number of shares issued | 1,338,875 | |||
Medite Enterprises, inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from private placement | $ 1.5 | $ 1.5 | ||
Number of shares issued on acquisitions | 14,687,500 | |||
Number of shares issued | 955,875 | |||
Number of additional shares issued on acquisitions | 312,500 | |||
Percentage of ownership interests acquired | 100.00% | |||
Reverse Acquisition Percentage Of Share Issued | 81.10% | |||
Business Combination Consideration Outstanding Shares | 3,502,700 | |||
Business Combination Consideration Outstanding Shares Per Share | $ 1.6 | |||
In Process Research And Development Amortized Term | 15 years | |||
Medite Enterprises, inc [Member] | Accrued Payroll Settlement [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued on acquisitions | 697,234 | |||
Value of shares issued on acquisitions | $ 1.6 | |||
Minimum [Member] | Medite Enterprises, inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from private placement | $ 2 |
Inventories - (Summary of the C
Inventories - (Summary of the Components of Inventories) (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 1,934 | $ 1,229 |
Work in progress | 225 | 33 |
Finished Goods | 2,002 | 2,153 |
Inventory, Net | $ 4,161 | $ 3,415 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 215 | $ 233 |
Buildings | 1,192 | 1,291 |
Machinery and equipment | 546 | 529 |
Office furniture and equipment | 295 | 265 |
Vehicles | 42 | 103 |
Computer equipment | 111 | 110 |
Construction in progress | 521 | 559 |
Less: Accumulated depreciation | (906) | (999) |
Property, Plant and Equipment, Net | $ 2,016 | $ 2,091 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 95,000 | $ 126,000 |
Long-term Debts and Lines of 32
Long-term Debts and Lines of Credit (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 2,745 | $ 3,764 |
Hannoversche Volksbank credit line 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 1,169 | 1,880 |
Hannoversche Volksbank credit line 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 399 | 465 |
Hannoversche Volksbank term loan 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 62 | 135 |
Hannoversche Volksbank term loan 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 50 | 81 |
Hannoversche Volksbank term loan 3 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 203 | 270 |
Ventana Medical Systems, Inc. Promissory Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 21 | 21 |
Denture DZ Equity Partners Participation right [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 841 | $ 912 |
Long-term Debts and Lines of 33
Long-term Debts and Lines of Credit - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | ||||
Feb. 23, 2015USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2015EUR (€) | Sep. 30, 2015EUR (€) | Jan. 31, 2015EUR (€) | Dec. 31, 2012EUR (€) | |
Participation Rights Agreement In March 2009 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.15% | 12.15% | ||||
Participation Rights Agreement In March 2009 [Member] | Tranche One [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument face amount | $ 1,700,000 | € 1,500,000 | ||||
Participation Rights Agreement In March 2009 [Member] | Tranche Two [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument face amount | 841,298 | € 750,000 | ||||
Medite GmbH, Burgdorf [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,000,000 | € 1,800,000 | ||||
Medite GmbH, Burgdorf [Member] | Hannoversech Volksbank Credit lines 1 Issued in July 2006 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,800,000 | € 1,600,000 | ||||
Line of Credit Facility, Increase (Decrease), Net | $ 560,865 | € 500,000 | ||||
Medite GmbH, Burgdorf [Member] | Hannoversech Volksbank Credit lines 1 Issued in July 2006 [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||
Medite GmbH, Burgdorf [Member] | Hannoversech Volksbank Credit lines 1 Issued in July 2006 [Member] | Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.77% | 3.77% | ||||
Medite GmbH, Burgdorf [Member] | Hannoversech Volksbank Credit lines 2 Issued in July 2006 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000 | € 1,100,000 | ||||
Medite GmbH, Burgdorf [Member] | Hannoversech Volksbank term loan 1 Issued in December 2006 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument face amount | $ 560,865 | € 500,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.40% | 3.40% | ||||
Principal repayments | $ 31,162 | 27,780 | ||||
Medite GmbH, Burgdorf [Member] | Hannoversech Volksbank term loan 2 Issued in June 2006 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument face amount | $ 448,692 | € 400,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.60% | 3.60% | ||||
Principal repayments | $ 24,928 | 22,220 | ||||
Medite GmbH, Burgdorf [Member] | Hannoversech Volksbank term loan 3 Issued in November 2008 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument face amount | $ 448,692 | € 400,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.70% | 4.70% | ||||
Principal repayments | $ 15,581 | € 13,890 | ||||
CytoGlobe, GmbH, Burgdorf [Member] | Hannoversech Volksbank Credit line 3 Issued in June 2012 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 448,692 | € 400,000 | ||||
CytoGlobe, GmbH, Burgdorf [Member] | Hannoversech Volksbank Credit line 3 Issued in June 2012 [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||
CytoGlobe, GmbH, Burgdorf [Member] | Hannoversech Volksbank Credit line 3 Issued in June 2012 [Member] | Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.77% | 3.77% | ||||
Ventana Medical Systems, Inc [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes Payable, Current | $ 21,000 | |||||
Repayments of Debt | $ 38,281 | |||||
Dividends Payable, Current | 656,250 | |||||
Agreed To Convert Of Preferred Stock For Common Stock | $ 1,750,000 | |||||
Number Of Stock To Be Converted From Preferred Stock | shares | 12,000 | |||||
Long-term Debt, Current Maturities, Total | $ 38,281 | |||||
Hannoversche Volksbank [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Increase (Decrease), Net | $ 1,019 |
Related Party Advances - Additi
Related Party Advances - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Due To Related Parties Current | $ 85 | $ 110 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | |
Class Of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | shares | 1,338,875 | |
Share Price | $ / shares | $ 1.60 | $ 1.60 |
Stock Issued During Period, Value, New Issues | $ 2,134,000 | |
Stock Issued During Period, Shares, Issued for Services | shares | 81,000 | |
President, of UNIC Medical of China [Member] | ||
Class Of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | shares | 1,086,250 | |
Share Price | $ / shares | $ 1.60 | $ 1.60 |
Stock Issued During Period, Value, New Issues | $ 600,000 | |
Series D Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Stock Issued During Period, Value, Issued for Services | $ 12,000 |
Preferred Stock and Warrants (S
Preferred Stock and Warrants (Summary of Preferred Stock) (Detail) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 198,355 | 373,355 |
Preferred stock, shares outstanding | 198,355 | 373,355 |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 47,250 | 47,250 |
Preferred stock, shares outstanding | 47,250 | 47,250 |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 93,750 | 93,750 |
Preferred stock, shares outstanding | 93,750 | 93,750 |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 38,333 | 38,333 |
Preferred stock, shares outstanding | 38,333 | 38,333 |
Series D Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 0 | 175,000 |
Preferred stock, shares outstanding | 0 | 175,000 |
Series E Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 19,022 | 19,022 |
Preferred stock, shares outstanding | 19,022 | 19,022 |
Preferred Stock and Warrants 37
Preferred Stock and Warrants (Summary of Preferred Stock) (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series D Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series E Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Preferred Stock and Warrants 38
Preferred Stock and Warrants (Summary of Preferred Stock Terms) (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Preferred Stock, Liquidation Value | $ 1,121,000 | $ 2,871,000 |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Liquidation Value | $ 212,625 | |
Preferred Stock, Conversion Price | $ 10,303 | |
Preferred stock, conversion Rate | 0.00044% | |
Preferred stock, voting Rights | None | |
Preferred Stock, Conversion Period | Any time | |
Preferred Stock Liquidation Preference | $ 4.50 | |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Liquidation Value | $ 375,000 | |
Preferred Stock, Conversion Price | $ 1,000 | |
Preferred stock, conversion Rate | 0.004% | |
Preferred stock, voting Rights | None | |
Preferred Stock, Dividends | 10.00% | 10.00% |
Preferred Stock, Conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $ 548,788 | $ 520,665 |
Preferred Stock Liquidation Preference | $ 4 | |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Liquidation Value | $ 115,000 | |
Preferred Stock, Conversion Price | $ 600 | |
Preferred stock, conversion Rate | 0.005% | |
Preferred stock, voting Rights | None | |
Preferred Stock, Dividends | 10.00% | 10.00% |
Preferred Stock, Conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $ 160,038 | $ 151,413 |
Preferred Stock Liquidation Preference | $ 3 | |
Series D Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Liquidation Value | $ 525,000 | |
Preferred Stock, Conversion Price | $ 1,000 | |
Preferred stock, voting Rights | None | |
Preferred Stock, Dividends | 10.00% | 10.00% |
Preferred Stock, Conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $ 0 | $ 660,000 |
Preferred Stock Liquidation Preference | $ 1,000 | |
Series E Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Liquidation Value | $ 418,488 | |
Preferred Stock, Conversion Price | $ 800 | |
Preferred stock, conversion Rate | 0.0275% | |
Preferred stock, voting Rights | None | |
Preferred Stock, Dividends | 10.00% | 10.00% |
Preferred Stock, Conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $ 585,948 | $ 558,173 |
Preferred Stock Liquidation Preference | $ 22 |
Preferred Stock and Warrants 39
Preferred Stock and Warrants (Summary of Preferred Stock Terms) (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2015$ / shares | |
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 Dividend Frequency Of Payment | 10%—Quarterly Commencing March 31, 2001 |
Preferred stock, dividend date of commencement | Mar. 31, 2001 |
Series C Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, liquidation Value per share | $ 3 |
Preferred Stock Dividend Frequency Of Payment | 10% Quarterly Commencing March 31, 2002 |
Preferred stock, dividend date of commencement | Mar. 31, 2002 |
Series D Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, liquidation Value per share | $ 1,000 |
Preferred Stock Dividend Frequency Of Payment | 10% Quarterly Commencing March 31, 2002 |
Preferred stock, dividend date of commencement | Apr. 30, 2002 |
Series E Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, liquidation Value per share | $ 22 |
Preferred Stock Dividend Frequency Of Payment | 10% Quarterly Commencing May 31, 2002 |
Preferred stock, dividend date of commencement | May 31, 2002 |
Preferred Stock and Warrants (W
Preferred Stock and Warrants (Warrants And Options Issued Outside Of The Plan For Employee Compensation) (Detail) - Warrants [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Warrants, Opening Balance | 143,308 | |
Warrants, Granted | 0 | |
Warrants, Exercised | 0 | |
Warrants, Expired | 0 | |
Warrants, Ending Balance | 143,308 | 143,308 |
Weighted Average Exercise Price, Opening Balance | $ 2.64 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Expired | 0 | |
Weighted Average Exercise Price, Ending Balance | $ 2.64 | $ 2.64 |
Aggregate Intrinsic Value, Opening Balance | $ 0 | |
Aggregate Intrinsic Value, Granted | 0 | |
Aggregate Intrinsic Value, Exercised | 0 | |
Aggregate Intrinsic Value, Expired | 0 | |
Aggregate Intrinsic Value, Ending Balance | $ 0 | $ 0 |
Weighted Average Remaining Contractual Life(Years),Outstanding | 6 years 5 months 16 days | 6 years 5 months 16 days |
Warrants Outstanding Granted Weighted Average Remaining Contractual Term | 0 years | |
Warrants Outstanding Exercised Weighted Average Remaining Contractual Term | 0 years | |
Warrants Outstanding Expired Weighted Average Remaining Contractual Term | 0 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2015PLN | Sep. 30, 2015USD ($) | Sep. 30, 2015EUR (€) | |
Commitments and Contingencies Disclosure [Line Items] | ||||
Operating Leases, Rent Expense | $ 5,463 | |||
Loss Contingency, Damages Paid, Value | 86,000 | |||
Agreed To Legal Settlement | 15,000 | |||
Operating Leases, Rent Expense, Sublease Rentals | 3,948 | |||
Sale Leaseback Transaction, Monthly Rental Payments | 10,051 | |||
Sublease [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Operating Leases, Rent Expense, Minimum Rentals | $ 4,394 | |||
Lease Termination Date | Oct. 30, 2016 | Oct. 30, 2016 | ||
Orlando Facility [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Lease Termination Date | Jul. 31, 2018 | Jul. 31, 2018 | ||
Chicago laboratory facility [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,070 | |||
Lease Termination Date | Jun. 30, 2016 | Jun. 30, 2016 | ||
IT Hardware and Software [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Sale Leaseback Transaction, Monthly Rental Payments | $ 1,645 | |||
Germany [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Operating Leases, Rent Expense, Minimum Rentals | 4,487 | € 4,000 | ||
Poland [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,660 | PLN 6,240 | ||
Maximum [Member] | Orlando Facility [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Loss Contingency, Damages Paid, Value | 2,563 | |||
Minimum [Member] | Orlando Facility [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Loss Contingency, Damages Paid, Value | $ 2,416 |
Segment Information (Detail)
Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Assets | $ 16,745 | $ 16,745 | $ 16,439 | ||
Property & equipment, net | 2,016 | 2,016 | 2,091 | ||
Intangible assets | 8,313 | 8,313 | 8,313 | ||
Revenues | 7,081 | $ 8,694 | |||
Net income (loss) | 59 | $ (119) | (267) | 50 | |
United States [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 9,125 | 9,125 | 9,387 | ||
Property & equipment, net | 87 | 87 | 98 | ||
Intangible assets | 8,313 | 8,313 | 8,313 | ||
Revenues | 928 | 1,321 | |||
Net income (loss) | (552) | (182) | |||
Germany [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 7,416 | 7,416 | 6,989 | ||
Property & equipment, net | 1,924 | 1,924 | 1,985 | ||
Intangible assets | 0 | 0 | 0 | ||
Revenues | 6,114 | 7,373 | |||
Net income (loss) | 339 | 232 | |||
Poland [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 204 | 204 | 63 | ||
Property & equipment, net | 5 | 5 | 8 | ||
Intangible assets | $ 0 | 0 | $ 0 | ||
Revenues | 39 | 0 | |||
Net income (loss) | $ (54) | $ 0 |
Segment Information - (Addition
Segment Information - (Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Foreign Currency Exchange Rate Translation Amount | $ 1.1 |
Description of Difference between Reported Amount and Reporting Currency Denominated Amount | The influence in revenues by the significant change of the currency exchange rate between USD and EURO since September 30, 2014 compared to September 30, 2015 is approximately $1.1 million (USD/EURO exchange rate of 1.1151 vs. 1,3560). |