Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 25, 2016 | |
Document And Entity Information [Abstract] | ||
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 | 21,269,307 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 145 | $ 587 |
Accounts receivable, net of allowance for doubtful accounts of $111 and $83 at June 30, 2016 and December 31, 2015, respectively | 1,756 | 1,798 |
Inventories, net | 3,902 | 3,075 |
Prepaid net expenses and other current assets | 129 | 186 |
Total current assets | 5,932 | 5,646 |
Property and equipment, net | 1,906 | 1,941 |
In-process research and development | 4,620 | 4,620 |
Trademarks, trade names | 1,240 | 1,240 |
Goodwill | 4,658 | 4,658 |
Other assets | 377 | 273 |
Total assets | 18,733 | 18,378 |
Current liabilities: | ||
Secured lines of credit and current portion of long-term debt | 3,415 | 2,857 |
Notes due to employees, current portion | 679 | 202 |
Account payable and accrued expenses | 3,171 | 3,032 |
Advances - related parties | 83 | 70 |
Total current liabilities | 7,348 | 6,161 |
Long-term debt, net of current portion | 93 | 121 |
Notes due to employees, net of current portion | 198 | 725 |
Deferred tax liability – long-term | 2,205 | 2,205 |
Total liabilities | 9,844 | 9,212 |
Stockholders’ equity : | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 198,355 shares issued and outstanding (liquidation value of all classes of preferred stock $2,488 and $2,442 as of June 30, 2016 and December 31, 2015, respectively) | 962 | 962 |
Common stock, $0.001 par value; 35 million shares authorized, 21,269,307 and 21,055,990 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 22 | 21 |
Additional paid-in capital | 8,831 | 8,340 |
Treasury stock | (327) | (327) |
Accumulated other comprehensive loss | (554) | (609) |
Retained earnings (deficit) | (45) | 779 |
Total stockholders' equity | 8,891 | 9,166 |
Total liabilities and stockholders' equity | $ 18,733 | $ 18,378 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 111 | $ 83 |
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 | 198,355 |
Preferred stock, shares outstanding | 198,355 | 198,355 |
Preferred Stock, Liquidation Preference, Value (in dollars) | $ 2,488 | $ 2,442 |
Common stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common Stock, Shares, Issued | 21,269,307 | 21,055,990 |
Common Stock, Shares, Outstanding | 21,269,307 | 21,055,990 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) PLN in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016$ / shares | Jun. 30, 2016PLNshares | Jun. 30, 2015$ / shares | Jun. 30, 2015PLNshares | Jun. 30, 2016$ / shares | Jun. 30, 2016PLNshares | Jun. 30, 2015$ / shares | Jun. 30, 2015PLNshares | |
Income Statement [Abstract] | ||||||||
Net sales | PLN 2,816 | PLN 2,132 | PLN 4,947 | PLN 4,419 | ||||
Cost of revenues | 1,546 | 1,166 | 2,759 | 2,535 | ||||
Gross profit | 1,270 | 966 | 2,188 | 1,884 | ||||
Operating expenses | ||||||||
Depreciation and amortization expense | 50 | 31 | 101 | 65 | ||||
Research and development | 421 | 341 | 781 | 603 | ||||
Selling, general and administrative | 918 | 600 | 1,775 | 1,407 | ||||
Total operating expenses | 1,389 | 972 | 2,657 | 2,075 | ||||
Operating loss | (119) | (6) | (469) | (191) | ||||
Other expenses | ||||||||
Interest expense | 139 | 54 | 400 | 111 | ||||
Other (income) expenses | (50) | (39) | 50 | |||||
Total other expenses | 89 | 54 | 361 | 161 | ||||
Loss before income taxes | (208) | (60) | (830) | (352) | ||||
Income tax expense (benefit) | (6) | 13 | (6) | (25) | ||||
Net income (loss) | (202) | (73) | (824) | (327) | ||||
Preferred dividend | (23) | (23) | (46) | (46) | ||||
Net loss to common stockholders | (225) | (96) | (870) | (373) | ||||
Condensed statements of comprehensive income (loss) | ||||||||
Net loss | (202) | (73) | (824) | (327) | ||||
Other comprehensive income (loss) | ||||||||
Foreign currency translation adjustments | (136) | 87 | 55 | (160) | ||||
Comprehensive income (loss) | PLN (338) | PLN 14 | PLN (769) | PLN (487) | ||||
Loss per share | ||||||||
Basic and diluted loss per share | $ / shares | $ (0.01) | $ (.04) | $ (.02) | |||||
Weighted average basic and diluted shares outstanding | shares | 21,058,235 | 20,328,495 | 21,058,235 | 20,018,269 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS PLN in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2016PLN | Jun. 30, 2015PLN | |
Cash flows from operating activities: | ||
Net loss | PLN (824) | PLN (327) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 101 | 65 |
Amortization of debt discount and debt issuance costs | 219 | 0 |
Amortization of debt discount from warrants issued on secured promissoy notes due to default | 51 | |
Deferred income taxes | (139) | |
Changes in assets and liabilities: | ||
Accounts receivable, net | 42 | 348 |
Inventories, net | (827) | (240) |
Prepaid expenses and other current assets | 57 | 71 |
Accounts payable and accrued liabilities | 439 | (139) |
Net cash used in operating activities | (742) | (360) |
Cash flows from investing activities: | ||
Purchases of equipment | (3) | (6) |
Increase in other assets | (104) | |
Net cash used in investing activities | (107) | (6) |
Cash flows from financing activities: | ||
Net advances (repayments) on lines of credit and long-term debt | 406 | (1,008) |
Repayment of notes due to employees | (50) | |
Proceeds from sale of common stock, net of issuance costs of $28 | 1,496 | |
Net advances (repayments) from related party advances | 13 | (15) |
Net cash provided by financing activities | 369 | 473 |
Effect of exchange rates on cash | 38 | (90) |
Net increase (decrease) in cash | (442) | 17 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 89 | 102 |
Cash paid for income taxes | 8 | 52 |
Supplemental schedule of non-cash financing activity: | ||
Conversion of preferred stock to common stock | 525 | |
Settlement of liabilities through issuance of common stock | 210 | |
Reclassification of warrant liability to additional paid in capital | 90 | |
Issuance of warrants on secured promissory notes classified as additional paid-in capital and debt discount | PLN 192 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) PLN in Thousands | 6 Months Ended |
Jun. 30, 2016PLN | |
Statement of Cash Flows [Abstract] | |
Issuance costs | PLN 28 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | MEDITE Cancer Diagnostics, Inc. (MDIT, MEDITE, we, us or the Company) was incorporated in Delaware in December 1998. These statements include the accounts of MEDITE Cancer Diagnostics, Inc. (former CytoCore, Inc.) and its wholly owned subsidiaries, which consists of MEDITE Enterprise, Inc., MEDITE GmbH, Burgdorf, Germany, MEDITE GmbH, Salzburg, Austria, MEDITE Lab Solutions Inc. (formerly MEDITE Inc.), Orlando, USA, MEDITE sp. z o.o., Zilona-Gora, Poland and CytoGlobe, GmbH, Burgdorf, Germany. MEDITE is a medical technology company specialized in the development, manufacturing, and marketing of molecular biomarkers, premium medical devices and consumables for detection, risk assessment and diagnosis of cancerous and precancerous conditions and related diseases. The Company has 80 employees in three countries, a distribution network to about 70 countries and a wide range of products for anatomic pathology, histology and cytology laboratories is available for sale. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Consolidation, Basis of Presentation and Significant Estimates The accompanying condensed consolidated financial statements for the periods ended June 30, 2016 and 2015 included herein are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. 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, 2016 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 Companys audited consolidated financial statements disclosed in the Report on Form 10-K for the year ended December 31, 2015 filed on April 12. 2016 and other filings with the Securities and Exchange Commission. 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. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At June 30, 2016, the Companys cash balance was $145,000 and its operating losses for the year ended December 31, 2015 and for the six months ended June 30, 2016 have used most of the Companys liquid assets and the negative working capital has grown by approximately $.9 million from December 31, 2015 to June 30, 2016. Consequently, there is substantial doubt about our ability to continue as a going concern. The Company believes some portion of the liabilities with employees will be settled in stock. Management is actively seeking forms of debt and equity financing. The Company is currently negotiating with certain parties whose obligations are due in the next twelve months to extend payment terms beyond one year. The Company is working on extending its payment terms on employee notes, raising additional equity and refinancing debt and other noteholders. In addition, the Company may need to slow the pace of some of their new product rollouts. If management is unsuccessful in obtaining new forms of debt or equity financing, they will begin negotiating with some of their major vendors and lenders to extend the terms of their debt and also evaluate certain expenses that have been implemented for the Companys growth strategy. However, there can be no assurance that the Company will be successful in these efforts. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Revenue Recognition The Company derives its revenue primarily from the sale of medical products and supplies for the diagnosis and prevention of cancer. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred or risk of loss transfers to the customer; (3) the selling price of the product is fixed or determinable; and (4) collectability is reasonably assured. The Company generates the majority of its revenue from the sale of inventory. For its German subsidiaries, the Company and its customers agree in the sales contract that risk of loss and title transfer upon the Company packing the items for shipment, segregating the items packaged and notifying the customer that their items are ready for pickup. The Company records such sales at time of completed packaging and segregation of the items from general inventory and notification has been confirmed by the customer. Shipping and handling costs are included in cost of goods sold and charged to the customers based on the contractual terms. Inventories Inventories are stated at the lower of cost or market. Cost is determined using the first in first out method (FIFO) and market is based generally on net realizable value. Inventories consists of parts inventory purchased from outside vendors, raw materials used in the manufacturing of equipment; work in process and finished goods. Management reviews inventory on a regular basis and determines if inventory is still useable. A reserve is established for the estimated decrease in carrying value for obsolete inventory. Foreign Currency Translation The accounts of the U.S. parent company are maintained in United States Dollar (USD). The functional currency of the Companys German subsidiaries is the EURO (EURO). The accounts of the German subsidiaries were translated into USD in accordance with FASB ASC Topic 830, Foreign Currency Matters Research and Development All research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, testing, developing and validating the manufacturing process, and regulatory related costs. Acquired In-Process Research and Development Acquired in-process research and development (IPR&D) that the Company acquires through business combinations represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, MEDITE will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D intangible asset is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. Impairment or Disposal of Long-Lived Assets Including Finite Lived Intangibles At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. Impairment of Indefinite Lived Intangible Assets Other Than Goodwill The Company has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if the Company concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Financial Accounting Standards Board Codification Subtopic 350-30. Goodwill Goodwill is recognized for the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. Fair Value of Financial Instruments The carrying value of accounts receivable, accounts payable, accrued expenses and secured lines of credit and long-term debt approximate their respective fair values due to their short maturities. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 includes unobservable inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data. Net Loss Per Share Basic loss per share is calculated based on the weighted-average number of outstanding common shares. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. MEDITEs calculation of diluted net loss per share excludes potential common shares as of June 30, 2016 and 2015 as the effect would be anti-dilutive (i.e. would reduce the loss per share). In accordance with SEC Accounting Series Release 280, the Company computes its loss applicable to common stock holders by subtracting dividends on preferred stock, including undeclared or unpaid dividends if cumulative, from its reported net loss and reports the same on the face of its statement of operations. Recent Accounting Pronouncements In May 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606), Narrow Scope Improvements and Practical Expedients. The amendments in ASU 2016-12 affect only the narrow aspects of Topic 606 that are outlined in ASU 2016-12. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09, which is discussed below. The Company is currently evaluating the impact of the updated guidance on its consolidated financial statements In April 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-10 Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. The amendments in this Update affect entities with transactions included within the scope of Topic 606. The scope of that Topic includes entities that enter into contracts with customers to transfer goods or services (that are an output of the entitys ordinary activities) in exchange for consideration. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09, which is discussed below. The Company is currently evaluating the impact of the updated guidance on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The updated guidance is effective for public entities for fiscal years beginning after December 15, 2016. The Company is currently evaluating the impact of the updated guidance, but the Company does not believe that the adoption of ASU 2016-09 will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02). The core principle of ASU 2016-02 is that an entity should recognize on its balance sheet assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on the lease classification as a finance or operating lease. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2018 (i.e., calendar years beginning on January 1, 2019), including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Companys consolidated financial statements. November 2015, the FASB issued Accounting Standards Update No. 2015-17 (ASU 2015-17) Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet statement of financial position. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods therein and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. We early adopted this standard in the fourth quarter of 2015 on a retrospective basis. 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 condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03 - Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU No. 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The standards core principle is that debt issuance costs related to a note are reflected in the balance sheet as a direct deduction from the face amount of that note and amortization of debt issuance costs is reported in interest expense. ASU No. 2015-03 is effective for annual and interim periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The Company adopted this ASU No. 2015-03 in its December 31, 2015 consolidated financial statements. Accordingly, $20,000 of debt issuance costs have been presented on the balance sheet as a direct deduction from the related debt liability as of December 31, 2015. There were no debt issuance costs during the six months ended June 30, 2016. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The amendments is ASU 2014-15 are intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The amendments in this standard are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. We are evaluating the effect, if any; adoption of ASU No. 2014-15 will have on our condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue with Contracts from Customers. ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The ASU introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The updated guidance is effective for public entities for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of the updated guidance on the Companys consolidated financial statements. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | The following is a summary of the components of inventories (in thousands): June 30, December 31, 2015 2016 (Unaudited) Raw materials $ 1,850 $ 1,170 Work in progress 221 142 Finished Goods 1,882 1,763 Reserve for obsolete inventory (51) - $ 3,902 $ 3,075 During the three and six months ended June 30, 2016, the Company recorded a reserve for obsolete inventory of approximately $51,000. No amounts were reserved for obsolete inventory as of December 31, 2015 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The following is a summary of the components of property and equipment as of (in thousands): June 30, 2016 (Unaudited) December 31, 2015 Land $ 212 $ 209 Buildings 1,181 1,158 Machinery and equipment 1,226 1,196 Office furniture and equipment 237 232 Vehicles 42 53 Computer equipment 91 87 Construction in progress 228 225 Less: Accumulated depreciation (1,311 ) (1,219 ) $ 1,906 $ 1,941 |
Secured Lines of Credit, Long-t
Secured Lines of Credit, Long-term Debt, and Notes Due to Employees | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Secured Lines of Credit, Long-term Debt, and Notes Due to Employees | The Companys outstanding note payable indebtedness was as follows as of (in thousands): June 30, 2016 (Unaudited) December 31, 2015 Hannoversche Volksbank credit line #1 $ 1,443 $ 1,120 Hannoversche Volksbank credit line #2 428 383 Hannoversche Volksbank term loan #1 31 61 Hannoversche Volksbank term loan #2 - 24 Hannoversche Volksbank term loan #3 154 182 Secured Promissory Notes 650 500 DZ Equity Partners Participation rights 833 818 Total 3,539 3,088 Discount on secured promissory notes and debt issuance costs (31 ) (110 ) Less current portion of long-term debt (3,415 ) (2,857 ) Long-term debt $ 93 $ 121 In July 2006, MEDITE GmbH, Burgdorf, entered into a master line of credit agreement #1 with Hannoversche Volksbank. In 2015, the credit line was reduced to Euro 1.1 million ($1.2 million as of June 30, 2016). The credit line was increased to Euro 1.3 million ($1.4 million as of June 30, 2016) in April 2016 through September 30, 2016, at such time the line will revert back to Euro 1.1 million ($1.2 million as of June 30, 2016). Borrowings on the master line of credit agreement #1 bears interest at a variable rate based on Euribor (Euro Interbank Offered Rate) depending on the type of advance elected by the Company and defined in the agreement. Interest rates depending on the type of advance elected ranged from 3.77 8.00% during the period ended June 30, 2016 and the year ended December 31, 2015. The line of credit has no stated maturity date. The line of credit is collateralized by the accounts receivable and inventory of MEDITE GmbH, Burgdorf, and a mortgage on the buildings owned by the Company and is guaranteed by Michaela Ott and Michael Ott, stockholders of the Company. In June 2012, CytoGlobe, GmbH, Burgdorf, entered into a line of credit agreement #2 with Hannoversche Volksbank. The line of credit granted a maximum borrowing authority of Euro 400,000 ($444,160 as of June 30, 2016). Borrowings on the master line of credit agreement #2 bears interest at a variable rate based on Euribor (Euro Interbank Offered Rate) depending on the type of advance elected by the Company and defined in the agreement. Interest rates ranged from 3.77 8.00% during the period ended June 30, 2016 and the year ended December 31, 2015. The line of credit has no stated maturity date. The line of credit is collateralized by the accounts receivable and inventory of CytoGlobe GmbH, Burgdorf and is guaranteed by Michaela Ott and Michael Ott, stockholders of the Company, and the state of Lower Saxony (Germany) to support high-tech companies in the area. In December 2006, MEDITE GmbH, Burgdorf, entered into a Euro 500,000 ($555,200 as of June 30, 2016) term loan agreement #1 with Hannoversche Volksbank with an interest rate of 3.4% per annum. The term loan has a maturity of September 2016 and requires semi-annual principal payments of approximately Euro 27,780 ($30,847 as of June 30, 2016). The term loan is guaranteed by Michaela Ott and Michael Ott, stockholders of the Company, and a mortgage on the property of the Company. In June 2006, MEDITE GmbH, Burgdorf, entered into a Euro 400,000 ($444,160 as of June 30, 2016) term loan #2 with Hannoversche Volksbank with an interest rate of 3.6 % per annum. The term loan had a maturity of June 2016 and required 18 semi-annual principal repayments of approximately Euro 22,220 ($24,673 as of June 30, 2016). The term loan was guaranteed by Michaela Ott and Michael Ott, stockholders of the Company, and was collateralized by subordinated assignments of all of the receivables and inventories of MEDITE GmbH, Burgdorf and also had a subordinated pledge of share term life insurance policies. The term loan was paid in full at June 30, 2016. In November 2008, MEDITE GmbH, Burgdorf, entered into a Euro 400,000 ($444,160 as of June 30, 2016) term loan #3 with Hannoversche Volksbank with an interest rate of 4.7% per annum. The term loan has a maturity of December 31, 2018, and requires quarterly principal repayments of Euro 13,890 ($15,423 as of June 30, 2016). The term loan is guaranteed by Michaela Ott and Michael Ott, stockholders of the Company, and is collateralized by a partial subordinated pledge of the receivables and inventory of MEDITE GmbH, Burgdorf. In March 2009, the Company entered into a participation rights agreement with DZ Equity Partners in the form of a debenture with a mezzanine lender who advanced the Company up to Euro 1.5 million, ($1.7 million as of June 30, 2016) in two tranches of Euro 750,000 each, ($832,800 as of June 30, 2016). The first tranche was paid to the Company at closing with the second tranche being conditioned on MEDITE GmbH, Burgdorf and its subsidiaries hitting certain performance targets. Those targets were not met and the second tranche was never called. The debenture pays interest at the rate of 12.15% per annum and matures at the time the German financial statements are issued, anticipated to be May 31, 2017. On December 31, 2015, the Company entered into a Securities Purchase Agreement (the 2015 Purchase Agreement) with seven (7) individual accredited investors (collectively the Purchasers), pursuant to which the Company agreed to issue to the Purchasers secured promissory notes in the aggregate principal amount of $500,000 with interest accruing at an annual rate of 15% (the Note(s)) and warrants to purchase up to an aggregate amount of 250,000 shares of the common stock, par value $0.001) per share, of the Company (the Warrant(s)). The Warrants had an initial exercise price of $1.60 per share, which were subject to adjustment, and are exercisable for a period of five (5) years. March 15, 2016, the Board of Directors agreed to renegotiated terms with the warrant holders to remove the anti-dilution and down round price protection features in the warrant agreement and fixed the exercise price at $.80. The warrants issued with the Notes were increased from 250,000 to 500,000. The Notes matured on March 31, 2016 and were not repaid. Therefore, the Notes were in default on April 1, 2016. The Company agreed to pay the Purchasers 10% of the principal balance of the Notes in warrants until the principal balance is repaid. For the months of April, May, and June 2016 the Company issued an aggregate of 150,000 warrants with an estimated fair value of $50,850 which was recorded as additional paid in capital and interest expense during the three months ended June 30, 2016 (See Also Note 10). The Notes are secured by the Companys accounts receivable and inventories held in the United States. On December 31, 2015, the Company recognized the fair value of the original Warrants issued with the secured promissory notes of $90,000 as a discount on the debt. On March 15, 2016, the Company recorded an additional discount of $90,000 for the additional Warrants issued in connection with the renegotiated terms as discussed above. As of June 30, 2016, the discounts have been fully amortized into interest expense as the related Notes matured on March 31, 2016. There were no such arrangements during the same period in 2015. See Note 8 for further disclosure of the Warrants. One of the Purchasers of a $100,000 secured promissory note (see above) was elected to the Board of Directors to serve as Director and Chairman of the Companys audit committee. On May 25, 2016, the Company entered into a Securities Purchase Agreement (the May Purchase Agreement) with two (2) individual accredited investors, one of which who serves on the Companys Board of Directors (collectively the May Purchasers), pursuant to which the Company agreed to issue to the May Purchasers secured promissory notes in the aggregate principal amount of $150,000 (the May Note(s)) with an interest rate of 15% and warrants to purchase up to an aggregate amount of 150,000 shares of the common stock, par value $0.001 per share, of the Company (the May Warrant(s)). The Notes mature on the earlier of the third (3rd) month anniversary date following the Closing Date, as defined in the Note, or the third (3rd ) business day following the Companys receipt of funds exceeding one million dollars ($1,000,000) from an equity or debt financing, not including the financing contemplated under the May Purchase Agreement. The May Notes may be converted into Units issued pursuant to the Companys private financing of up to $5,000,000 (the Follow On Offering) Units at a price of $.80/Unit (the Units) consisting of: (i) a 2 year unsecured convertible note, which converts into shares of common stock at an initial conversion price of $.80 per share and (ii) a warrant to purchase one half additional share of common stock, with an initial exercise price equal to $.80 per share (the Follow On Warrant). The May Notes are secured by a security agreement (the Security Agreement(s)). The May Notes are secured by the Companys accounts receivable and inventories held in the United States. The May Warrants have an initial exercise price of $.80 per share and are exercisable for a period of five (5) years. The Company recorded a debt discount of $50,850 attributed to the warrants and amortized approximately $19,775 to interest expense for the three and six months ended June 30, 2016.The Company was in default with regard to the May notes at August 25, 2016. As a result, a penalty representing 15,000 warrants per month valued at $5,085 will accrue as long as the note remains in default status. The Company engaged TriPoint Global Equities, LLC (the Agent) as placement agent in connection with the sale of securities in the offering (the Offering) and agreed to pay the Agent (i) cash commissions equal to three percent (3%) of the gross proceeds ($4,500) received by the Company; and (ii) warrants to purchase such number of securities equal to three percent (3%) of the aggregate number of shares of common stock issuable in connection with the Offering (the Agent Warrant(s)). The Agents Warrants will have the same terms and conditions as the May Warrants purchased by the May Purchasers. In November 2015 and February 2016, the Company entered into promissory notes totaling $927,000 with certain employees to repay wages earned prior to December 31, 2014 not paid (Notes Due to Employees"). The Notes Due to Employees are to be paid monthly through September 2019, with no interest due on the outstanding balances. The monthly amounts increase over the payment term. The amounts due become immediately due and payable if payments are more than ten days late either one or two consecutive months as defined in the agreement with the employee. At June 30, 2016, $679,000 of the total Notes Due to Employees outstanding of $877,000 is in default due to two consecutive monthly payments not being made on certain notes. Therefore, the total balance outstanding on the default notes have been presented as current on the consolidated balance sheets. Certain employees may convert any of the amounts owed during the duration of the note to equity at a discounted price as defined in the agreement. The Company is currently in default on these notes. As a result, all notes are payable on demand. The Company is currently negotiating with the employees whose notes are in default to extend payment terms. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Included in related party advances are amounts owed to the Companys CFO and former CEO and Chairman of the board, $50,000 and $70,000 at June 30, 2016 and December 31, 2015, respectively. The Company paid $20,000 and $40,000 during the three and six months ended June 30, 2016, respectively. The Company owes the CFO approximately $1,000,000 and $937,000 of unpaid wages and accrued vacation at June 30, 2016 and December 31, 2015, respectively, which is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Also included in related party advances is $30,000 Euros, ($33,000) owed to the CEO of the Company. This is an interest-free loan and is to be repaid by the Company in 10,000 Euros ($11,000) monthly payments, starting in September 2016. The CEO Michaela Ott together with the COO Michael Ott provided an additional $950,000 in a non-interest bearing short term advance at the end of the first quarter 2015 to the Company. This advance was made pending the share placement and was due on demand and repaid in second quarter of 2015. Included in accounts payable and accrued expenses at June 30, 2016 and at December 31, 2015, are amounts owed to both the CEO and COO totaling approximately $110,000 and $90,000, respectively, of accrued wages. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2016 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common Stock | During the six month period ended June 30, 2016, the Company issued 213,317 shares of common stock to certain members of the Board of Directors and other unrelated parties as consideration for $210,000 of accrued director fees and consulting fees. . |
Preferred Stock and Warrants
Preferred Stock and Warrants | 6 Months Ended |
Jun. 30, 2016 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Preferred Stock and Warrants | A summary of the Companys preferred stock as of June 30, 2016 and December 31, 2015 is as follows. June 30, 2016 (unaudited) December 31, 2015 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 E convertible, 10% cumulative dividend 19,022 19,022 Total Preferred Stock 198,355 198,355 As of June 30, 2016 and December 31, 2015, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Boards Accounting Standards Codification 260-10-45-11, Earnings per Share Summary of Preferred Stock Terms Series A Convertible Preferred Stock Liquidation Value: $4.50 per share, $212,625 Conversion Price: $10,303 per share Conversion Rate: 0.00044Liquidation Value divided by Conversion Price ($4.50/$10,303) Voting Rights: None Dividends: None Conversion Period: Any time Series B Convertible Preferred Stock Liquidation Value: $4.00 per share, $375,000 Conversion Price: $1,000 per share Conversion Rate: 0.0040Liquidation Value divided by Conversion Price ($4.00/$1,000) Voting Rights: None Dividends: 10%QuarterlyCommencing March 31, 2001 Conversion Period: Any time Cumulative dividends in arrears at June 30, 2016 were $576,913 Series C Convertible Preferred Stock Liquidation Value: $3.00 per share, $115,000 Conversion Price: $600 per share Conversion Rate: 0.0050Liquidation Value divided by Conversion Price ($3.00/$600) Voting Rights: None Dividends: 10%QuarterlyCommencing March 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at June 30, 2016 were $168,663 Series D Convertible Preferred Stock Liquidation Value: $10.00 per share, $525,000 Conversion Price: $1,000 per share Conversion Rate: .01Liquidation Value divided by Conversion Price ($10.00/$1,000) Voting Rights: None Dividends: 10%QuarterlyCommencing April 30, 2002 Conversion Period: Any time Cumulative dividends in arrears at June 30, 2016 were $0 Series E Convertible Preferred Stock Liquidation Value: $22.00 per share, $418,488 Conversion Price: $800.00 per share Conversion Rate: .0275Liquidation Value divided by Conversion Price ($22.00/$800) Voting Rights: Equal in all respects to holders of common shares Dividends: 10%QuarterlyCommencing May 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at June 30, 2016 were $620,946 Warrants outstanding Weighted Weighted Average Options and Average Aggregate Remaining Exercise Intrinsic Contractual Warrants Price Value Life (Years) Outstanding at December 31, 2015 400,808 $ 1.79 5.18 Granted 554,500 $ 0.80 5.00 Exercised Expired Outstanding at June 30, 2016 955,308 $ 1.22 4.78 In connection with the secured promissory notes issued on December 31, 2015, as discussed in Note 5, the Company issued an aggregate of 250,000 warrants to purchase shares of common stock with a par value of $0.001 for $1.60 per shares. The exercise price and number of warrants were subject to a change as defined in the agreement. The warrants are exercisable for a period of five (5) years. On March 15, 2016, the Board of Directors agreed to renegotiated terms with the warrant holders to remove the anti-dilution and price protection features in the warrant agreement and fixed the exercise price at $.80. The warrants issued with the Notes were increased from 250,000 to 500,000. At March 15, 2016 and December 31, 2015, the Company determined the fair value of the warrants issued with the secured promissory notes and renegotiated terms using the Black Scholes pricing model and the following assumptions: an interest free rate of 1.75%, volatility of 50% and a remaining term of 5 years. Based on information known at March 15, 2016 and December 31, 2015, the Company priced the warrants with an assumed stock and exercise price of $0.80. The fair value of the warrants initially issued with the secured promissory notes and renegotiated terms were both determined to be approximately $90,000 or aggregate value of $180,000. The aggregate fair value amount of $180,000 has been fully amortized into interest expense at June 30, 2016. In connection with the secured promissory notes issued on May 25, 2016, as discussed in Note 5, the Company issued an aggregate of 150,000 warrants to purchase shares of common stock with a par value of $0.001 for $0.80 per shares. The warrants are exercisable for a period of five (5) years. At June 30, 2016, the Company determined the fair value of the warrants issued with the secured promissory notes using the Black Scholes pricing model and the following assumptions: an interest free rate of 1.75%, volatility of 50% and a remaining term of 5 years. Based on information known at May 25, 2016, the Company priced the warrants with an assumed stock and exercise price of $0.80. At June 30, 2016, the fair value of the warrants of $50,850 was recorded as a discount on the related secured promissory notes and additional paid-in capital. During the three months ended June 30, 2016 $19,775 of the discount on debt has been amortized into interest expense. The balance of $30,875 is considered a discount on the related secured promissory notes at June 30, 2016 and will be fully amortized through the end of the third quarter of 2016. The aggregate fair value amount of $199,775 warrants for all the notes has been fully amortized into interest expense at June 30, 2016. The secured promissory notes issued December 31, 2015 as discussed in Note 5 matured on March 31, 2016 and were not repaid. Therefore, the secured promissory notes were in default as of the April 1, 2016. The Company agreed to pay the Purchasers 10% of the $500,000 principal balance in warrants for the months of April 2016, May 2016 and June 2016. Therefore, for the months of April, May and June 2016, the Company issued an aggregate 150,000 warrants and recorded interest expense related to the issuance of these warrants, attributable to the secured promissory notes of approximately $50,850. The Company continues to be in default and anticipates issuing additional warrants attributed to this default until such time as the Company can repay the debt or complete the contemplated offering (See Also Note 10). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | The Company leases 12 vehicles for sales and service employees, delivery and other purposes with varying expiration date through June 2018. The current minimum monthly payment for these vehicle leases is approximately $5,898 The Company has several operation leases for office, laboratory and manufacturing space. The Companys 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 6,200 ($6,884 as of June 30, 2016) and PLN 6,240 ($1,639 as of June 30, 2016),respectively. The Companys laboratory facility in Chicago, IL terminates June 30, 2018 and requires monthly payments of $1,175. The Company also sublease its former Chicago laboratory facility for $3,948 per month. The lease for this facility terminates October 30, 2016 and requires monthly rent payments of $4,526. The Companys Orlando facility has escalating rents ranging from $2416 to $2,563 per month and terminates July 31, 2018. The total aggregate monthly lease payments (net of the sublease) required on these leases is approximately $12,726. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | The Notes discussed in Note 5 above for $500,000 matured on March 31, 2016 for 150,000 matured on August 25, 2016 respectively and were not repaid. Therefore, the Notes were in default as of the date of this filing. The Company agreed to pay the Purchasers 10% of the principal balance of the Notes in warrants for the months of July 2016 and August 2016. The Company recorded a discount related to the issuance of these warrants attributed to the secured promissory note default of approximately $35,000. This discount will be amortized to interest expense during the period of default. The Company signed a note with its current accountants in the amount of approximately $185,000 for audit and review services provided through June 30, 2016. The Company agreed to pay an initial installment of $30,000 upon signing the agreement and $10,000 a month commencing September 2016. The remaining balance is due upon the initiation of the December 31, 2016 audit and no later than December 31, 2016. All amounts owed to the Company's accountants as of June 30, 2016 have been included in accounts payable and accrued expenses on the consolidated balance sheets. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | The Company operates in one operating segment. However, the Company has assets and operations in the United States, Germany and Poland. The following tables show the breakdown of the Companys operations and assets by region (in thousands): United States Germany Poland Total June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 Assets $ 11,460 $ 11,826 $ 7,074 $ 6,357 $ 199 $ 195 $ 18,733 $ 18,378 Property and equipment, net 74 84 1,810 1,853 22 4 1,906 1,941 Intangible assets 10,518 10,518 - - - - 10,518 10,518 Revenue Segment Information Three Months Ended June 30, 2016: United States Germany Poland Total June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Revenues $ 279 $ 365 $ 2,534 $ 1,767 $ 3 $ 0 $ 2,816 $ 2,136 Net income (loss) (487 ) (281) 333 192 (48 ) 16 (202 ) (73) United States Germany Poland Total Revenues: June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30. 2015 Histology Equipment $ 119 $ 208 $ 1,564 $ 1,014 $ 0 $ 0 $ 1,683 $ 1,222 Histology Consumables $ 24 $ 54 $ 644 $ 401 $ 3 $ 0 $ 671 $ 455 Cytology Consumables $ 136 $ 103 $ 326 $ 352 $ 0 $ 0 $ 462 $ 455 Total Revenues $ 279 $ 365 $ 2,534 $ 1,767 $ 3 $ 0 $ 2,816 $ 2,132 Revenue Segment Information Six Months Ended June 30, 2016: United States Germany Poland Total June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Revenues $ 553 $ 645 $ 4,376 $ 3,774 $ 18 $ 0 $ 4,947 $ 4,419 Net income (loss) (977 ) (444) 244 116 (91 ) 0 (824 ) (327) United States Germany Poland Total Revenues: June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30. 2015 Histology Equipment $ 215 $ 311 $ 2,564 $ 2,055 $ 8 $ 0 $ 2,787 $ 2,366 Histology Consumables $ 70 $ 94 $ 1,157 $ 1,101 $ 7 $ 0 $ 1,234 $ 1,195 Cytology Consumables $ 268 $ 240 $ 655 $ 618 $ 3 $ 0 $ 926 $ 858 Total Revenues $ 553 $ 645 $ 4,376 $ 3,774 $ 18 $ 0 $ 4,947 $ 4,419 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Basis of Presentation and Significant Estimates | The accompanying condensed consolidated financial statements for the periods ended June 30, 2016 and 2015 included herein are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. 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, 2016 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 Companys audited consolidated financial statements disclosed in the Report on Form 10-K for the year ended December 31, 2015 filed on April 12. 2016 and other filings with the Securities and Exchange Commission. 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. |
Going Concern | The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At June 30, 2016, the Companys cash balance was $145,000 and its operating losses for the year ended December 31, 2015 and for the six months ended June 30, 2016 have used most of the Companys liquid assets and the negative working capital has grown by approximately $.9 million from December 31, 2015 to June 30, 2016. Consequently, there is substantial doubt about our ability to continue as a going concern. The Company believes some portion of the liabilities with employees will be settled in stock. Management is actively seeking forms of debt and equity financing. The Company is currently negotiating with certain parties whose obligations are due in the next twelve months to extend payment terms beyond one year. The Company is working on extending its payment terms on employee notes, raising additional equity and refinancing debt and other noteholders. In addition, the Company may need to slow the pace of some of their new product rollouts. If management is unsuccessful in obtaining new forms of debt or equity financing, they will begin negotiating with some of their major vendors and lenders to extend the terms of their debt and also evaluate certain expenses that have been implemented for the Companys growth strategy. However, there can be no assurance that the Company will be successful in these efforts. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Revenue Recognition | The Company derives its revenue primarily from the sale of medical products and supplies for the diagnosis and prevention of cancer. Product revenue is recognized when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products has occurred or risk of loss transfers to the customer; (3) the selling price of the product is fixed or determinable; and (4) collectability is reasonably assured. The Company generates the majority of its revenue from the sale of inventory. For its German subsidiaries, the Company and its customers agree in the sales contract that risk of loss and title transfer upon the Company packing the items for shipment, segregating the items packaged and notifying the customer that their items are ready for pickup. The Company records such sales at time of completed packaging and segregation of the items from general inventory and notification has been confirmed by the customer. Shipping and handling costs are included in cost of goods sold and charged to the customers based on the contractual terms. |
Inventories | Inventories are stated at the lower of cost or market. Cost is determined using the first in first out method (FIFO) and market is based generally on net realizable value. Inventories consists of parts inventory purchased from outside vendors, raw materials used in the manufacturing of equipment; work in process and finished goods. Management reviews inventory on a regular basis and determines if inventory is still useable. A reserve is established for the estimated decrease in carrying value for obsolete inventory. |
Foreign Currency Translation | The accounts of the U.S. parent company are maintained in United States Dollar (USD). The functional currency of the Companys German subsidiaries is the EURO (EURO). The accounts of the German subsidiaries were translated into USD in accordance with FASB ASC Topic 830, Foreign Currency Matters |
Research and Development | All research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, testing, developing and validating the manufacturing process, and regulatory related costs. |
Acquired In-Process Research and Development | Acquired in-process research and development (IPR&D) that the Company acquires through business combinations represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, MEDITE will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D intangible asset is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. |
Impairment or Disposal of Long-Lived Assets Including Finite Lived Intangibles | At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. Unless events or circumstances have changed significantly, we generally do not re-test at year end assets acquired from a business combination in the year of acquisition. |
Impairment of Indefinite Lived Intangible Assets Other Than Goodwill | The Company has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if the Company concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Financial Accounting Standards Board Codification Subtopic 350-30. |
Goodwill | Goodwill is recognized for the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. |
Fair Value of Financial Instruments | The carrying value of accounts receivable, accounts payable, accrued expenses and secured lines of credit and long-term debt approximate their respective fair values due to their short maturities. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 includes unobservable inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data. |
Net Loss Per Share | Basic loss per share is calculated based on the weighted-average number of outstanding common shares. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. MEDITEs calculation of diluted net loss per share excludes potential common shares as of June 30, 2016 and 2015 as the effect would be anti-dilutive (i.e. would reduce the loss per share). In accordance with SEC Accounting Series Release 280, the Company computes its loss applicable to common stock holders by subtracting dividends on preferred stock, including undeclared or unpaid dividends if cumulative, from its reported net loss and reports the same on the face of its statement of operations. |
Recent Accounting Pronouncements | n May 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606), Narrow Scope Improvements and Practical Expedients. The amendments in ASU 2016-12 affect only the narrow aspects of Topic 606 that are outlined in ASU 2016-12. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09, which is discussed below. The Company is currently evaluating the impact of the updated guidance on its consolidated financial statements In April 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-10 Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. The amendments in this Update affect entities with transactions included within the scope of Topic 606. The scope of that Topic includes entities that enter into contracts with customers to transfer goods or services (that are an output of the entitys ordinary activities) in exchange for consideration. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09, which is discussed below. The Company is currently evaluating the impact of the updated guidance on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The updated guidance is effective for public entities for fiscal years beginning after December 15, 2016. The Company is currently evaluating the impact of the updated guidance, but the Company does not believe that the adoption of ASU 2016-09 will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02). The core principle of ASU 2016-02 is that an entity should recognize on its balance sheet assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on the lease classification as a finance or operating lease. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2018 (i.e., calendar years beginning on January 1, 2019), including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Companys consolidated financial statements. November 2015, the FASB issued Accounting Standards Update No. 2015-17 (ASU 2015-17) Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet statement of financial position. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods therein and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. We early adopted this standard in the fourth quarter of 2015 on a retrospective basis. 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 condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03 - Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU No. 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The standards core principle is that debt issuance costs related to a note are reflected in the balance sheet as a direct deduction from the face amount of that note and amortization of debt issuance costs is reported in interest expense. ASU No. 2015-03 is effective for annual and interim periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The Company adopted this ASU No. 2015-03 in its December 31, 2015 consolidated financial statements. Accordingly, $20,000 of debt issuance costs have been presented on the balance sheet as a direct deduction from the related debt liability as of December 31, 2015. There were no debt issuance costs during the six months ended June 30, 2016. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The amendments is ASU 2014-15 are intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The amendments in this standard are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. We are evaluating the effect, if any; adoption of ASU No. 2014-15 will have on our condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue with Contracts from Customers. ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The ASU introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The updated guidance is effective for public entities for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of the updated guidance on the Companys consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | June 30, December 31, 2015 2016 (Unaudited) Raw materials $ 1,850 $ 1,170 Work in progress 221 142 Finished Goods 1,882 1,763 Reserve for obsolete inventory (51) - $ 3,902 $ 3,075 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 (Unaudited) December 31, 2015 Land $ 212 $ 209 Buildings 1,181 1,158 Machinery and equipment 1,226 1,196 Office furniture and equipment 237 232 Vehicles 42 53 Computer equipment 91 87 Construction in progress 228 225 Less: Accumulated depreciation (1,311 ) (1,219 ) $ 1,906 $ 1,941 |
Secured Lines of Credit, Long21
Secured Lines of Credit, Long-term Debt, and Notes Due to Employees (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Outstanding note payable indebtedness | June 30, 2016 (Unaudited) December 31, 2015 Hannoversche Volksbank credit line #1 $ 1,443 $ 1,120 Hannoversche Volksbank credit line #2 428 383 Hannoversche Volksbank term loan #1 31 61 Hannoversche Volksbank term loan #2 - 24 Hannoversche Volksbank term loan #3 154 182 Secured Promissory Notes 650 500 DZ Equity Partners Participation rights 833 818 Total 3,539 3,088 Discount on secured promissory notes and debt issuance costs (31 ) (110 ) Less current portion of long-term debt (3,415 ) (2,857 ) Long-term debt $ 93 $ 121 |
Preferred Stock and Warrants (T
Preferred Stock and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Summary of Company's Preferred Stock | June 30, 2016 (unaudited) December 31, 2015 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 E convertible, 10% cumulative dividend 19,022 19,022 Total Preferred Stock 198,355 198,355 |
Summary of Preferred Stock Terms | Summary of Preferred Stock Terms Series A Convertible Preferred Stock Liquidation Value: $4.50 per share, $212,625 Conversion Price: $10,303 per share Conversion Rate: 0.00044Liquidation Value divided by Conversion Price ($4.50/$10,303) Voting Rights: None Dividends: None Conversion Period: Any time Series B Convertible Preferred Stock Liquidation Value: $4.00 per share, $375,000 Conversion Price: $1,000 per share Conversion Rate: 0.0040Liquidation Value divided by Conversion Price ($4.00/$1,000) Voting Rights: None Dividends: 10%QuarterlyCommencing March 31, 2001 Conversion Period: Any time Cumulative dividends in arrears at June 30, 2016 were $576,913 Series C Convertible Preferred Stock Liquidation Value: $3.00 per share, $115,000 Conversion Price: $600 per share Conversion Rate: 0.0050Liquidation Value divided by Conversion Price ($3.00/$600) Voting Rights: None Dividends: 10%QuarterlyCommencing March 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at June 30, 2016 were $168,663 Series D Convertible Preferred Stock Liquidation Value: $10.00 per share, $525,000 Conversion Price: $1,000 per share Conversion Rate: .01Liquidation Value divided by Conversion Price ($10.00/$1,000) Voting Rights: None Dividends: 10%QuarterlyCommencing April 30, 2002 Conversion Period: Any time Cumulative dividends in arrears at June 30, 2016 were $0 Series E Convertible Preferred Stock Liquidation Value: $22.00 per share, $418,488 Conversion Price: $800.00 per share Conversion Rate: .0275Liquidation Value divided by Conversion Price ($22.00/$800) Voting Rights: Equal in all respects to holders of common shares Dividends: 10%QuarterlyCommencing May 31, 2002 Conversion Period: Any time Cumulative dividends in arrears at June 30, 2016 were $620,946 |
Warrants Outstanding | Weighted Weighted Average Options and Average Aggregate Remaining Exercise Intrinsic Contractual Warrants Price Value Life (Years) Outstanding at December 31, 2015 400,808 $ 1.79 5.18 Granted 554,500 $ 0.80 5.00 Exercised Expired Outstanding at June 30, 2016 955,308 $ 1.22 4.78 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company operates in one operating segment. However, the Company has assets and operations in the United States, Germany and Poland. The following tables show the breakdown of the Companys operations and assets by region (in thousands): United States Germany Poland Total June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 Assets $ 11,460 $ 11,826 $ 7,074 $ 6,357 $ 199 $ 195 $ 18,733 $ 18,378 Property and equipment, net 74 84 1,810 1,853 22 4 1,906 1,941 Intangible assets 10,518 10,518 - - - - 10,518 10,518 Revenue Segment Information Three Months Ended June 30, 2016: United States Germany Poland Total June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Revenues $ 279 $ 365 $ 2,534 $ 1,767 $ 3 $ 0 $ 2,816 $ 2,136 Net income (loss) (487 ) (281) 333 192 (48 ) 16 (202 ) (73) United States Germany Poland Total Revenues: June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30. 2015 Histology Equipment $ 119 $ 208 $ 1,564 $ 1,014 $ 0 $ 0 $ 1,683 $ 1,222 Histology Consumables $ 24 $ 54 $ 644 $ 401 $ 3 $ 0 $ 671 $ 455 Cytology Consumables $ 136 $ 103 $ 326 $ 352 $ 0 $ 0 $ 462 $ 455 Total Revenues $ 279 $ 365 $ 2,534 $ 1,767 $ 3 $ 0 $ 2,816 $ 2,132 Revenue Segment Information Six Months Ended June 30, 2016: United States Germany Poland Total June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Revenues $ 553 $ 645 $ 4,376 $ 3,774 $ 18 $ 0 $ 4,947 $ 4,419 Net income (loss) (977 ) (444) 244 116 (91 ) 0 (824 ) (327) United States Germany Poland Total Revenues: June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 June 30. 2015 Histology Equipment $ 215 $ 311 $ 2,564 $ 2,055 $ 8 $ 0 $ 2,787 $ 2,366 Histology Consumables $ 70 $ 94 $ 1,157 $ 1,101 $ 7 $ 0 $ 1,234 $ 1,195 Cytology Consumables $ 268 $ 240 $ 655 $ 618 $ 3 $ 0 $ 926 $ 858 Total Revenues $ 553 $ 645 $ 4,376 $ 3,774 $ 18 $ 0 $ 4,947 $ 4,419 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||||
Cash | $ 145,000 | $ 587,000 | $ 247,000 | $ 230,000 |
Accrued wages and notes payable due to employees | $ 1,800,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,850 | $ 1,170 |
Work in progress | 221 | 142 |
Finished Goods | 1,882 | 1,763 |
Reserve for obsolete inventory | (51) | |
Inventory, Net | $ 3,902 | $ 3,075 |
Inventories (Details Narrative)
Inventories (Details Narrative) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Inventory Disclosure [Abstract] | |
Change in reserve for obsolete inventory | $ 51 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 212 | $ 209 |
Buildings | 1,181 | 1,158 |
Machinery and equipment | 1,226 | 1,196 |
Office furniture and equipment | 237 | 232 |
Vehicles | 42 | 53 |
Computer equipment | 91 | 87 |
Construction in progress | 228 | 225 |
Less: Accumulated depreciation | (1,311) | (1,219) |
Property, Plant and Equipment, Net | $ 1,906 | $ 1,941 |
Secured Lines of Credit, Long28
Secured Lines of Credit, Long-term Debt, and Notes Due to Employees (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 3,539 | $ 3,088 |
Discount on secured promissory notes and debt issuance costs | (31) | (110) |
Less current portion of long-term debt | (3,415) | (2,857) |
Long-term debt | 93 | 121 |
Hannoversech Volksbank Credit line 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 1,438 | 1,120 |
Hannoversech Volksbank Credit line 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 4,333 | 383 |
Hannoversech Volksbank term loan 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 31 | 61 |
Hannoversech Volksbank term loan 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 24 | |
Hannoversech Volksbank term loan 3 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 154 | 182 |
Secured Promissory Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 650 | 500 |
DZ Equity Partners Participation rights [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 833 | $ 818 |
Secured Lines of Credit, Long29
Secured Lines of Credit, Long-term Debt, and Notes Due to Employees (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | ||
Notes Payable, Current | $ 679,000 | $ 202,000 |
Long-term Debt, Current Maturities, Total | (3,415,000) | $ (2,857,000) |
Hannoversech Volksbank Credit lines 1 [Member] | Medite GmbH, Burgdorf [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000 | |
Hannoversech Volksbank Credit lines 2 [Member] | CytoGlobe, GmbH, Burgdorf [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 444,160 | |
Hannoversech Volksbank term loan 1 [Member] | Medite GmbH, Burgdorf [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument face amount | 555,200 | |
Principal repayments | 30,847 | |
Hannoversech Volksbank term loan 2 [Member] | Medite GmbH, Burgdorf [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument face amount | 444,160 | |
Principal repayments | 24,673 | |
Hannoversech Volksbank term loan 3 [Member] | Medite GmbH, Burgdorf [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument face amount | 444,160 | |
Principal repayments | 15,423 | |
DZ Equity Partners Participation rights [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,700,000 |
Related Party Advances (Details
Related Party Advances (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due To Related Parties Current | $ 83,000 | $ 70,000 |
Accrued wages | 1,800,000 | |
CEO and COO [Member] | ||
Related Party Transaction [Line Items] | ||
Accrued wages | 110,000 | 90,000 |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Accrued wages | $ 1,000,000 | $ 937,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | 6 Months Ended |
Jun. 30, 2016USD ($)shares | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock issued to board | shares | 213,317 |
Payment of accrued fees | $ | $ (210,000) |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details) - shares | Jun. 30, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 198,355 | 198,355 |
Preferred stock, shares outstanding | 198,355 | 198,355 |
Series A 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 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 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 E 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 33
Preferred Stock and Warrants (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||
Preferred Stock, Liquidation Value | $ 2,488,000 | $ 2,442,000 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock Liquidation Preference | $ 4.50 | |
Preferred Stock, Liquidation Value | $ 212,625 | |
Preferred Stock, Conversion Price | $ 10,303 | |
Preferred stock, conversion Rate | 0.044% | |
Preferred stock, voting Rights | None | |
Preferred Stock, Dividends | 0.00% | |
Preferred Stock, Conversion Period | Any time | |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock Liquidation Preference | $ 4 | |
Preferred Stock, Liquidation Value | $ 375,000 | |
Preferred Stock, Conversion Price | $ 1,000 | |
Preferred stock, conversion Rate | 0.40% | |
Preferred stock, voting Rights | None | |
Preferred Stock, Dividends | 10.00% | |
Preferred Stock, Conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $ 576,913 | |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock Liquidation Preference | $ 3 | |
Preferred Stock, Liquidation Value | $ 115,000 | |
Preferred Stock, Conversion Price | $ 600 | |
Preferred stock, conversion Rate | 0.50% | |
Preferred stock, voting Rights | None | |
Preferred Stock, Dividends | 10.00% | |
Preferred Stock, Conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $ 168,663 | |
Series D Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock Liquidation Preference | $ 10 | |
Preferred Stock, Liquidation Value | $ 525,000 | |
Preferred Stock, Conversion Price | $ 1,000 | |
Preferred stock, conversion Rate | 1.00% | |
Preferred stock, voting Rights | None | |
Preferred Stock, Dividends | 10.00% | |
Preferred Stock, Conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $ 0 | |
Series E Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock Liquidation Preference | $ 22 | |
Preferred Stock, Liquidation Value | $ 418,488 | |
Preferred Stock, Conversion Price | $ 800 | |
Preferred stock, conversion Rate | 2.75% | |
Preferred stock, voting Rights | Equal in all respects to holders of common shares | |
Preferred Stock, Dividends | 10.00% | |
Preferred Stock, Conversion Period | Any time | |
Preferred stock, cumulative and undeclared dividends in arrears | $ 620,946 |
Preferred Stock and Warrants 34
Preferred Stock and Warrants (Details 2) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Warrants, Opening Balance | shares | 400,808 |
Warrants, Granted | shares | 554,500 |
Warrants, Exercised | shares | 0 |
Warrants, Expired | shares | 0 |
Warrants, Ending Balance | shares | 955,308 |
Weighted Average Exercise Price, Opening Balance | $ / shares | $ 1.79 |
Weighted Average Exercise Price, Granted | $ / shares | .80 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Expired | $ / shares | 0 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 1.22 |
Aggregate Intrinsic Value, Granted | $ | $ 0 |
Aggregate Intrinsic Value, Exercised | $ | 0 |
Aggregate Intrinsic Value, Expired | $ | 0 |
Aggregate Intrinsic Value, Ending Balance | $ | $ 0 |
Weighted Average Remaining Contractual Life(Years),Outstanding | 5 years 2 months 5 days |
Warrants Outstanding Granted Weighted Average Remaining Contractual Term | 5 years |
Warrants Outstanding Expired Weighted Average Remaining Contractual Term | 4 years 9 months 10 days |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - 6 months ended Jun. 30, 2016 | USD ($) | PLN |
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense, Monthly | $ 12,726 | |
POLAND | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense, Monthly | 1,639 | |
GERMANY | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense, Monthly | PLN | PLN 6,884 | |
Vehicles [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense, Monthly | 5,898 | |
Chicago laboratory facility [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense, Monthly | 1,075 | |
Sublease [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense, Monthly | 3,948 | |
Orlando Facility [Member] | Minimum [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense, Monthly | 2,416 | |
Orlando Facility [Member] | Maximum [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense, Monthly | $ 2,563 |
Segment Information (Detail)
Segment Information (Detail) PLN in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016PLN | Jun. 30, 2015PLN | Jun. 30, 2016USD ($) | Jun. 30, 2016PLN | Jun. 30, 2015USD ($) | Jun. 30, 2015PLN | Jun. 30, 2014PLN | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||||||
Assets | $ 18,733 | $ 18,378 | ||||||
Property & equipment, net | 1,906 | 1,941 | ||||||
Intangible assets | 10,518 | 10,518 | ||||||
Revenues | PLN | PLN 2,816 | PLN 2,132 | PLN 4,947 | PLN 4,419 | ||||
Net income (loss) | PLN | (202) | (73) | (824) | (327) | ||||
UNITED STATES | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Assets | 11,460 | 11,826 | ||||||
Property & equipment, net | 74 | 84 | ||||||
Intangible assets | 10,518 | 10,518 | ||||||
Revenues | PLN | 279 | 365 | 553 | 645 | ||||
Net income (loss) | (487) | (281) | (977) | $ (444) | ||||
GERMANY | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Assets | 7,074 | 6,357 | ||||||
Property & equipment, net | 1,810 | 4 | ||||||
Intangible assets | 0 | 0 | ||||||
Revenues | PLN | 2,534 | 1,767 | 4,376 | 3,774 | ||||
Net income (loss) | 333 | 192 | 244 | $ 116 | ||||
POLAND | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Assets | 185 | 199 | ||||||
Property & equipment, net | 1,853 | 22 | ||||||
Intangible assets | 0 | $ 0 | ||||||
Revenues | PLN | 3 | 0 | PLN 18 | 18 | PLN 0 | |||
Net income (loss) | PLN (48) | PLN 16 | $ (91) | PLN 0 |
Segment Information (Detail 1)
Segment Information (Detail 1) PLN in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016PLN | Jun. 30, 2015PLN | Jun. 30, 2016USD ($) | Jun. 30, 2016PLN | Jun. 30, 2015USD ($) | Jun. 30, 2015PLN | Jun. 30, 2014PLN | |
Segment Reporting Information [Line Items] | |||||||
Revenues | PLN 2,816 | PLN 2,132 | PLN 4,947 | PLN 4,419 | |||
Net income (loss) | (202) | (73) | (824) | (327) | |||
UNITED STATES | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 279 | 365 | 553 | 645 | |||
Net income (loss) | (487) | (281) | $ (977) | $ (444) | |||
GERMANY | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 2,534 | 1,767 | 4,376 | 3,774 | |||
Net income (loss) | 333 | 192 | 244 | $ 116 | |||
POLAND | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 3 | 0 | PLN 18 | 18 | PLN 0 | ||
Net income (loss) | PLN (48) | PLN 16 | $ (91) | PLN 0 |
Segment Information (Detail 2)
Segment Information (Detail 2) - PLN PLN in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | |||||
Revenues | PLN 2,816 | PLN 2,132 | PLN 4,947 | PLN 4,419 | |
Histology Equip [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,683 | 1,222 | 2,787 | 2,366 | |
Histology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 671 | 455 | 1,234 | 1,195 | |
Cytology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 462 | 455 | 926 | 858 | |
UNITED STATES | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 279 | 365 | 553 | 645 | |
UNITED STATES | Histology Equip [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 119 | 208 | 215 | 311 | |
UNITED STATES | Histology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 24 | 54 | 70 | 94 | |
UNITED STATES | Cytology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 136 | 103 | 268 | 240 | |
GERMANY | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 2,534 | 1,767 | 4,376 | 3,774 | |
GERMANY | Histology Equip [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,564 | 1,014 | 2,564 | 2,055 | |
GERMANY | Histology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 644 | 401 | 1,157 | 1,101 | |
GERMANY | Cytology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 326 | 352 | 655 | 618 | |
POLAND | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 3 | 0 | 18 | 18 | PLN 0 |
POLAND | Histology Equip [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 8 | 0 | |
POLAND | Histology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 3 | 0 | 7 | 0 | |
POLAND | Cytology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | PLN 0 | PLN 0 | PLN 3 | PLN 0 |
Segment Information (Detail 3)
Segment Information (Detail 3) PLN in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016PLN | Jun. 30, 2015PLN | Jun. 30, 2016USD ($) | Jun. 30, 2016PLN | Jun. 30, 2015USD ($) | Jun. 30, 2015PLN | Jun. 30, 2014PLN | |
Segment Reporting Information [Line Items] | |||||||
Revenues | PLN 2,816 | PLN 2,132 | PLN 4,947 | PLN 4,419 | |||
Net income (loss) | (202) | (73) | (824) | (327) | |||
UNITED STATES | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 279 | 365 | 553 | 645 | |||
Net income (loss) | (487) | (281) | $ (977) | $ (444) | |||
GERMANY | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 2,534 | 1,767 | 4,376 | 3,774 | |||
Net income (loss) | 333 | 192 | 244 | $ 116 | |||
POLAND | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 3 | 0 | PLN 18 | 18 | PLN 0 | ||
Net income (loss) | PLN (48) | PLN 16 | $ (91) | PLN 0 |
Segment Information (Detail 4)
Segment Information (Detail 4) - PLN PLN in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | |||||
Revenues | PLN 2,816 | PLN 2,132 | PLN 4,947 | PLN 4,419 | |
Histology Equip [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,683 | 1,222 | 2,787 | 2,366 | |
Histology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 671 | 455 | 1,234 | 1,195 | |
Cytology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 462 | 455 | 926 | 858 | |
UNITED STATES | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 279 | 365 | 553 | 645 | |
UNITED STATES | Histology Equip [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 119 | 208 | 215 | 311 | |
UNITED STATES | Histology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 24 | 54 | 70 | 94 | |
UNITED STATES | Cytology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 136 | 103 | 268 | 240 | |
GERMANY | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 2,534 | 1,767 | 4,376 | 3,774 | |
GERMANY | Histology Equip [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,564 | 1,014 | 2,564 | 2,055 | |
GERMANY | Histology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 644 | 401 | 1,157 | 1,101 | |
GERMANY | Cytology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 326 | 352 | 655 | 618 | |
POLAND | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 3 | 0 | 18 | 18 | PLN 0 |
POLAND | Histology Equip [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 8 | 0 | |
POLAND | Histology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 3 | 0 | 7 | 0 | |
POLAND | Cytology Consumables [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | PLN 0 | PLN 0 | PLN 3 | PLN 0 |