Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | MILESTONE SCIENTIFIC INC. | ||
Entity Central Index Key | 855683 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MLSS | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $40,263,722 | ||
Entity Common Stock, Shares Outstanding | 21,371,161 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash and cash equivalents | $10,367,993 | $1,147,198 |
Accounts receivable, net of allowance for doubtful accounts of $5,000 in 2014 | 1,541,478 | 1,532,856 |
Inventories | 2,497,099 | 1,321,652 |
Advances on contracts | 721,197 | 727,478 |
Prepaid expenses and other current assets | 454,567 | 150,451 |
Total current assets | 15,582,334 | 4,879,635 |
Advances on contracts | 1,580,874 | |
Furniture, Fixtures & Equipment net of accumulated depreciation of $416,210 as of December 31, 2014 and $476,884 as of December 31, 2013 | 88,818 | 23,988 |
Patents, net of accumulated amortization of $576,960 as of December 31, 2014 and $498,502 as of December 31, 2013 | 530,029 | 591,735 |
Other assets | 14,685 | 12,917 |
Total assets | 17,477,428 | 8,055,346 |
Current Liabilities: | ||
Accounts payable | 1,453,908 | 2,020,368 |
Accrued expenses and other payables | 981,168 | 515,132 |
Total current liabilities | 2,435,076 | 2,535,500 |
Total liabilities | 2,490,146 | 2,535,500 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Common stock, par value $.001; authorized 50,000,000 shares; 21,404,494 shares issued 974,953 shares to be issued and 21,371,161 shares outstanding as of December 31, 2014; 17,759,540 shares issued 1,839,930 shares to be issued and 17,726,207 shares outstanding as of December 31, 2013 | 22,380 | 19,599 |
Additional paid-in capital | 77,504,415 | 66,677,200 |
Accumulated deficit | -61,967,462 | -60,265,438 |
Treasury stock, at cost, 33,333 shares | -911,516 | -911,516 |
Total stockholders’ equity | 14,647,824 | 5,519,846 |
Noncontrolling interest | 394,528 | |
Total Equity | 15,042,352 | 5,519,846 |
Total liabilities and stockholders’ equity | 17,477,428 | 8,055,346 |
Series A Preferred Stock | ||
Stockholders’ Equity | ||
Series A Convertible Preferred Stock, par value $.001, authorized 5,000,000 shares,7,000 and zero shares issued and outstanding, respectively | 7 | |
Milestone Medical Inc. | ||
Current Assets: | ||
Investment in joint venture | 888,720 | 924,115 |
Milestone Education LLC | ||
Current Assets: | ||
Investment in joint venture | 24,192 | 42,082 |
Milestone China | ||
Current Assets: | ||
Investment in joint venture | $348,651 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Allowance for doubtful accounts | $5,000 | |
Accumulated depreciation on Furniture, Fixtures & Equipment | 416,210 | 476,884 |
Accumulated amortization of patents | $576,960 | $498,502 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 21,404,494 | 17,759,540 |
Common stock, shares to be issued | 974,953 | 1,839,930 |
Common stock, shares outstanding | 21,371,161 | 17,726,207 |
Treasury stock, at cost | 33,333 | 33,333 |
Series A Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 7,000 | 7,000 |
Preferred stock, shares outstanding | 0 | 0 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Product sales, net | $10,333,090 | $10,011,420 |
Cost of products sold | 3,630,765 | 3,198,908 |
Gross profit | 6,702,325 | 6,812,512 |
Selling, general and administrative expenses | 7,404,258 | 5,534,463 |
Research and development expenses | 88,243 | 191,345 |
Total operating expenses | 7,492,501 | 5,725,808 |
(Loss) income from operations | -790,176 | 1,086,704 |
Other income (expense) | ||
Other income | 17,543 | |
Interest income | 5,057 | 115 |
Interest expense | -2,668 | -70,801 |
Gain on Dilutive Effect on Medical Joint Venture stock issuance | 1,363,650 | |
Total other expense, net | -907,811 | 378,226 |
(Loss) income before provision for income taxes | -1,697,987 | 1,464,930 |
Provision for Income Tax | 9,509 | |
Net (loss) income | -1,707,496 | 1,464,930 |
Less: Net loss attributable to the noncontrolling interest | 5,472 | |
Net (loss) income attributable to Milestone Scientific Inc. | -1,702,024 | 1,464,930 |
Net (loss) income per share applicable to common stockholders - | ||
Basic | ($0.08) | $0.09 |
Diluted | ($0.08) | $0.08 |
Weighted average shares outstanding and to be issued - | ||
Basic | 20,063,513 | 17,127,468 |
Diluted | 20,063,513 | 17,483,638 |
Medical Joint Venture | ||
Other income (expense) | ||
Loss on Earnings from joint venture | -891,500 | -924,363 |
Education Joint Venture | ||
Other income (expense) | ||
Loss on Earnings from joint venture | -17,890 | -7,918 |
China Joint Venture | ||
Other income (expense) | ||
Loss on Earnings from joint venture | ($810) |
Statement_of_Changes_in_Stockh
Statement of Changes in Stockholders' Equity (USD $) | Total | Director | Employees | Preferred Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Treasury Stock |
Series A Preferred Stock | Director | Employees | Director | Employees | |||||||||
Beginning Balance at Dec. 31, 2012 | $1,936,539 | $18,199 | $64,560,224 | ($61,730,368) | ($911,516) | ||||||||
Beginning Balance, shares at Dec. 31, 2012 | 18,199,015 | ||||||||||||
Options issued to employees and consultants | 219,196 | 219,196 | |||||||||||
Common stock to be issued to employee for bonuses | 312,000 | 204 | 311,796 | ||||||||||
Common stock to be issued to employee for bonuses, shares | 204,222 | 204,222 | |||||||||||
Common stock issued for compensation | 45,000 | 47,500 | 39 | 37 | 44,961 | 47,463 | |||||||
Common stock issued for compensation, shares | 39,129 | 37,425 | 39,129 | 37,425 | |||||||||
Common stock issued for payment of consulting services to settle accounts payable | 400,000 | 313 | 399,687 | ||||||||||
Common stock issued for payment of consulting services to settle accounts payable, shares | 312,956 | 312,956 | |||||||||||
Common stock issued for conversion of notes payable and accrued interest | 860,080 | 614 | 859,466 | ||||||||||
Common stock issued for conversion of notes payable and accrued interest, Shares | 614,344 | 614,344 | |||||||||||
Exercise of stock options | 34,600 | 57 | 34,543 | ||||||||||
Exercise of stock options, shares | 56,666 | 56,666 | |||||||||||
Issuance of common stock for cash | 200,000 | 136 | 199,864 | ||||||||||
Issuance of common stock for cash, shares | 135,714 | 135,714 | |||||||||||
Net income (loss) | 1,464,930 | 1,464,930 | |||||||||||
Ending Balance at Dec. 31, 2013 | 5,519,846 | 19,599 | 66,677,200 | -60,265,438 | -911,516 | ||||||||
Ending Balance, shares at Dec. 31, 2013 | 19,599,470 | ||||||||||||
Options issued to employees and consultants | 429,131 | 429,131 | |||||||||||
Capital Contribution from noncontrolling interest | 400,000 | 400,000 | |||||||||||
Common stock to be issued to employee for bonuses | 226,750 | 112 | 226,638 | ||||||||||
Common stock to be issued to employee for bonuses, shares | 112,131 | 112,131 | |||||||||||
Common stock issued for compensation | 55,200 | 46,041 | 30 | 27 | 55,170 | 46,014 | |||||||
Common stock issued for compensation, shares | 30,000 | 26,156 | 30,000 | 26,156 | |||||||||
Common stock issued for payment of consulting services to settle accounts payable | 274,500 | 147 | 274,353 | ||||||||||
Common stock issued for payment of consulting services to settle accounts payable, shares | 147,731 | 147,731 | |||||||||||
Exercise of stock options, shares | 75,000 | 237,293 | |||||||||||
Issuance of common stock for cash | 9,449,683 | 7 | 2,000 | 9,447,676 | |||||||||
Issuance of common stock for cash, shares | 7,000 | 2,000,000 | |||||||||||
Net income (loss) | -1,707,496 | -1,702,024 | -5,472 | ||||||||||
Exercise of stock options for employees and consultants | 307,447 | 389 | 307,058 | ||||||||||
Exercise of stock options for employees and consultants, shares | 388,959 | ||||||||||||
Exercise of stock options for directors | 41,250 | 75 | 41,175 | ||||||||||
Exercise of stock options for directors, shares | 75,000 | ||||||||||||
Ending Balance at Dec. 31, 2014 | $15,042,352 | $7 | $22,380 | $77,504,415 | ($61,972,462) | $394,528 | ($911,516) | ||||||
Ending Balance, shares at Dec. 31, 2014 | 7,000 | 22,379,447 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net income (loss) | ($1,702,024) | $1,464,930 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Net loss contributed from noncontrolling interest | -5,472 | |
Depreciation expense | 17,380 | 18,176 |
Amortization of patents | 78,458 | 77,947 |
Common stock and options issued for compensation, consulting, and vendor services | 1,031,623 | 1,077,213 |
Bad debt reversal | -308,350 | |
Gain on Dilutive Effect on Medical Joint Venture | -1,363,650 | |
Changes in operating assets and liabilities: | ||
(Increase) Decrease in accounts receivable | -8,623 | -126,323 |
(Increase) Decrease in inventories | -1,175,447 | -683,091 |
Decrease to advances on contracts | 1,587,155 | 519,094 |
Decrease to prepaid expenses and other current assets | -304,114 | 88,610 |
(Increase) in other assets | -1,768 | -5,600 |
(Decrease) in accounts payable | -516,460 | -316,226 |
Increase (Decrease) in accrued expenses | 466,035 | -116,275 |
Net cash provided by (used in) operating activities | 376,943 | 1,258,736 |
Cash flows from investing activities: | ||
Investment in Medical Joint Venture | -856,105 | -484,828 |
Purchases of property and equipment | -82,210 | -5,539 |
Payments for patent rights | -16,752 | -21,020 |
Net cash used in investing activities | -1,304,528 | -561,387 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 348,697 | 34,600 |
Proceeds from the sale of common stock | 200,000 | |
Capital Contribution from noncontrolling interest | 400,000 | |
Net proceeds on Private Placement Offering | 9,449,683 | |
Proceeds from related party loan | 50,000 | |
Net cash provided by financing activities | 10,148,380 | 284,600 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 9,220,795 | 981,949 |
Cash and cash equivalents at beginning of year | 1,147,198 | 165,249 |
Cash and cash equivalents at end of year | 10,367,993 | 1,147,198 |
Supplemental disclosure of non cash investing and financing activities: | ||
Shares issued to directors for the exercise of stock options | 41,250 | 34,600 |
Shares issued to directors for compensation | 55,200 | 45,000 |
Shares issued for conversion of notes payable and accrued interest | 860,081 | |
Shares issued to employees for exercise of stock options | 250,531 | |
Shares issued to employees in lieu of cash compensation | 69,041 | 47,500 |
Shares issued to consultants for services | 274,500 | 400,000 |
Shares issued to consultants for exercise of stock options | 56,916 | |
Capital Contribution-Fixed Asset, net for Medical Joint Venture | 21,584 | |
Gain on Dilutive Effect on Medical Joint Venture | 1,363,650 | |
Medical Joint Venture | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Loss on Earnings from joint venture | 891,500 | 924,363 |
Education Joint Venture | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Loss on Earnings from joint venture | 17,890 | 7,918 |
Cash flows from investing activities: | ||
Investment in Joint Venture | -50,000 | |
Milestone China | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Loss on Earnings from joint venture | 810 | |
Cash flows from investing activities: | ||
Investment in Joint Venture | ($349,461) |
Organization_Business_and_Basi
Organization, Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, Business and Basis of Presentation | NOTE A — ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION |
Milestone Scientific Inc and subsidiary, (collectively “Milestone”, “our”, “us” or “we”) was incorporated in the State of Delaware in August 1989. Milestone has developed a proprietary, computer-controlled anesthetic delivery instrument, through the use of The Wand, a single use disposable handpiece. The instrument is marketed in dentistry under the trademark CompuDent, Wand Plus and STA (Single Tooth Anesthesia) and in medicine under the trademark CompuMed. CompuDent is suitable for all dental procedures that require local anesthetic. CompuMed and Wand Plus are suitable for many medical procedures regularly performed in Plastic Surgery, Hair Restoration Surgery, Podiatry, Colorectal Surgery, Dermatology, Orthopedics and a number of other disciplines. The instruments are sold in the United States and in over 47 countries abroad. Milestone’s products are manufactured by a third-party contract manufacturer. | |
Beginning July 1, 2014, Milestone Scientific Inc acquired 100 percent of an inactive, previously established company and merged the Milestone dental business into this company. As part of this merger, Milestone now owns 100 percent of this new subsidiary Wand Dental Inc. The subsidiary, Wand Dental Inc, has an exclusive distributor and licensing agreement for Milestone dental instruments and handpieces for the worldwide. All current Milestone distributors will be assigned to Wand Dental Inc. | |
Milestone has incurred operating losses and negative cash flows from operating activities since its inception, except for 2013 and the first quarter of 2014. Milestone is actively pursuing the generation of revenue, positive operating income and net income. The capital raised in May 2014, provides Milestone with the opportunity to continue to develop and commercialize additional medical instruments and aggressively market on dental instruments throughout the world. Milestone is actively pursuing the generation of positive cash flows from operating activities through an increase in revenue based upon management’s assessment of present contracts and current negotiations and reductions in operating expenses. As of December 31, 2014, Milestone has sufficient cash reserves to meet all of its anticipated obligations for the next twelve months. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
1. Principles of Consolidation | |||||||||
The accompanying consolidated financial statement have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the account of Milestone and its wholly owned subsidiary Wand Dental Inc. . Additionally, the consolidated financial statement include the account of Milestone Scientific Advanced Cosmetic System, Inc. (“ACS”), a company that is seventy (70) percent owned by Milestone. The minority interest (thirty percent) in ACS is recorded in the equity section of the consolidated financial statements as noncontrolling interest. All significate intercompany transactions and balances have been eliminated in the consolidation. | |||||||||
2. Cash and Cash Equivalents | |||||||||
Milestone considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||||||||
3. Accounts Receivable | |||||||||
Milestone records accounts receivable at estimated net realizable value. The realization of accounts receivable current and long-term will have a significant impact on Milestone. Consequently, Milestone estimates losses resulting from the inability of its customers to make payments for amounts billed. The collectability of outstanding amounts is continually assessed (historical trend and credit worthiness of the customers). | |||||||||
4. Marketable Securities - Treasury Bills | |||||||||
Milestone invests excess cash in Treasury Bills with varying maturities, which are classified as available-for-sale securities and are re-measured to fair value on a recurring basis and are valued using Level 1 inputs, which are quoted prices (unadjusted) for identical assets in active markets: | |||||||||
5. Product Return and Warranty | |||||||||
Milestone does not accept non-defective returns from its customers. Product returns under warranty are accepted, evaluated and repaired or replaced in accordance with the Warranty Policy. Returns not within the Warranty Policy are all evaluated and the customer is charged for the repair. Warranty expense was $79,017 and $97,234 for 2014 and 2013, respectively. Non-Warranty repairs are collected from the customers. Non-Warranty repair income was $60,473 and $118,344 for 2014 and 2013, respectively. | |||||||||
6. Inventories | |||||||||
Inventories principally consist of finished goods and component parts stated at the lower of cost (first-in, first-out method) or market. Inventory quantities on hand are reviewed on a quarterly basis and a provision for excess and obsolete inventory is recorded if required based on past and expected future sales. | |||||||||
7. Investment in Unconsolidated Subsidiaries | |||||||||
Milestone Medical Inc. | |||||||||
Milestone has entered into a joint venture with a third party to form Milestone Medical Inc. (“Medical”), for the purpose of developing and commercializing two medical instruments. At inception, Milestone owned fifty percent of the joint venture and is recording its investment on the equity method of accounting. Milestone’s proportionate share of losses incurred by Medical is charged to the Statement of Operations and adjusted against the Investment in Joint Venture. In the fourth quarter of 2013, Medical issued 2 million shares of its common stock in a private placement transaction. As a result of the shares being issued, Milestone’s ownership in the Joint Venture was reduced to 45.5% and Milestone recorded a gain of $1,363,650 as a result of the dilutive effect of these additional shares issued by Medical. | |||||||||
In the fourth quarter of 2014, Milestone Scientific purchased 995,000 shares, which increased its ownership to 49.9%, from a founding shareholder for $447,750 ($0.45 per share). | |||||||||
Milestone China Inc. | |||||||||
In June 2014, Milestone agreed to invest $1.0 million through the contribution of 772 STA instruments (at a distributor price of approximately $1,295 per instrument) for a forty percent ownership in milestone china Inc. (“Milestone China”), a Hong Kong based medical and dental distribution company. The instruments will be shipped to the distributors over a period of two years and Milestone China will purchase future STA handpieces on a cash basis as required. 300 STA instruments were shipped in July 2014 and were recorded at Milestone’s cost in the investment in Milestone China on the Balance Sheet in the third quarter of 2014. Milestone China did not begin operations until July 2014, and incurred a loss of $2,025 for the year ending December 31, 2014. Forty percent of the loss, ($810), was recorded in the consolidated statement of operations for the year ended December 31, 2014. Accordingly, the investment is recorded as $348,651 as of December 31, 2014. | |||||||||
8. Furniture, Fixture and Equipment | |||||||||
Equipment is recorded at cost, less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. The costs of maintenance and repairs are charged to operations as incurred. | |||||||||
9. Intangible Assets - Patents | |||||||||
Patents are recorded at cost to prepare and file the applicable documents with the United States Patent Office, or internationally with the applicable governmental office in the respective country. Although certain patents have not yet been approved, the costs related to these patents are being amortized using the straight-line method over the estimated useful life of the patent. If the applicable patent application is ultimately rejected, the remaining unamortized balance will be expensed in the period in which Milestone receives a notice of such rejection. Patent applications filed and patents obtained in foreign countries are subject to the laws and procedures that differ from those in the United States. Patent protection in foreign countries may be different from patent protection under United States laws and may not be favorable to Milestone. Milestone also attempts to protect the proprietary information through the use of confidentiality agreements and by limiting access to the facilities. There can be no assurance that the program of patents, confidentiality agreements and restricted access to the facilities will be sufficient to protect the proprietary technology. | |||||||||
10. Impairment of Long-Lived Assets | |||||||||
Milestone reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. The carrying value of the assets is evaluated in relation to the operating performance and future undiscounted cash flows of the underlying assets. Milestone adjusts the net book value of an underlying asset if its fair value is determined to be less than its net book value. Milestone has reviewed long-lived assets for impairment and concluded no impairment exist as of December 31, 2014 and 2013. | |||||||||
11. Revenue Recognition | |||||||||
Revenue from product sales is recognized net of discounts and allowances to the domestic distributor on the date of shipment of the goods, for essentially all shipments, since the terms are FOB warehouse. Milestone recognizes revenue on date of arrival where shipments are FOB destination. Shipments to the international distributors are FOB warehouse and revenue is therefore recognized on shipment. In both cases, the price to the buyer is fixed and the collectability is reasonably assured. Further, Milestone has no obligation on these sales for any post sale installation, set-up or maintenance, these being the responsibility of the buyer. Customer acceptance is considered made at delivery. The only obligation after sale is the normal commercial warranty against manufacturing defects if the alleged defective unit is returned within the warranty period. | |||||||||
12. Shipping and Handling Costs | |||||||||
Milestone includes shipping and handling costs in cost of goods sold. These costs are billed to customers at the time of shipment for domestic shipments. International shipments are FOB warehouse, therefore no costs are incurred by Milestone. | |||||||||
13. Research and Development | |||||||||
Research and development costs, which consist principally of new product development costs payable to third parties, are expensed as incurred. | |||||||||
14. Advertising Expenses | |||||||||
Milestone expenses advertising costs as they are incurred. For the years ended December 31, 2014 and 2013, Milestone recorded advertising expenses of $26,569 and $30,104, respectively. | |||||||||
15. Income Taxes | |||||||||
Milestone accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or credit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||
16. Basic and diluted net loss per common share | |||||||||
Milestone presents “basic” earnings (loss) per common share applicable to common stockholders and, if applicable, “diluted” earnings (loss) per common share applicable to common stockholders pursuant to the provisions of Statement of Financial Accounting Standards ASC Topic 260. Basic earnings (loss) per common share is calculated by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding and to be issued during each period. The calculation of diluted earnings per common share is similar to that of basic earnings per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, such as those issuable upon the exercise of stock options, warrants, and the conversion of debt were issued during the period. | |||||||||
Since Milestone had net losses for 2014, the assumed effects of the exercise of outstanding stock options and warrants were not included in the calculation as their effect would have been anti-dilutive. Such outstanding options and warrants totaled 1,488,796 at December 31, 2014. | |||||||||
17. Use of Estimates | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the allowance for doubtful accounts, inventory valuation, and cash flow assumptions regarding evaluations for impairment of long-lived assets and valuation allowances on deferred tax assets. Actual results could differ from those estimates. | |||||||||
18. Fair Value of Financial Instruments | |||||||||
Fair Value Measurements: We follow the provisions of ASC 820, Fair Value Measurements and Disclosures related to financial assets and liabilities that are being measured and reported on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). We are required to classify fair value measurements in one of the following categories: | |||||||||
Level 1 inputs which are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||
Level 2 inputs which are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. | |||||||||
Level 3 inputs are defined as unobservable inputs for the assets or liabilities. | |||||||||
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||
19. Stock-Based Compensation | |||||||||
Milestone accounts for stock-based compensation under ASC Topic 718, Share-Based Payment. ASC Topic 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations over the service period, as an operating expense, based on the grant-date fair values. | |||||||||
The weighted-average fair value of the options granted during 2014 and 2013 was estimated as $2.18 and $1.62, respectively, on the date of grant. The fair value for 2014 and 2013 was determined using the Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Volatility | 149 | % | 168 | % | |||||
Risk-free interest rate | 1.62 | % | 1.37 | % | |||||
Expected life | 5 years | 5 years | |||||||
Dividend yield | 0 | % | 0 | % | |||||
Forfeiture Rate | 6 | % | 6 | % | |||||
20. Recent Accounting Pronouncements | |||||||||
On May 28, 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2014-10, Revenue from Contracts with Customers. The objective of this update is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. This standard update contains principles that the Company will apply to determine the measurement of revenue and timing of when it is recognized. The Company will adopt this guidance effective January 1, 2017, and is currently assessing the impact it may have on the Company's consolidated financial statements. | |||||||||
In August 2014, the FASB issued authoritative guidance requiring management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Certain additional financial statement disclosures are required if such conditions or events are identified. This guidance is effective for the annual reporting period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this guidance on its financial statements and disclosures. | |||||||||
In November, 2014, the FASB issued Accounting Standards Board Update No. 2014-17: Business Combinations - Pushdown Accounting (“ASU 2014-17”). ASU 2014-17 provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. This new guidance became effective on November 18, 2014. The requirements of ASU 2014-17 did not have any impact on the Company’s financial statements. | |||||||||
Accounts_Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE C — ACCOUNTS RECEIVABLE |
Milestone sells a significant amount of its product on credit terms to its major distributors. Milestone estimates losses from the inability of its customers to make payments on amounts billed. A majority of credit sales are due within sixty days from invoicing. |
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | NOTE D — INVENTORIES | ||||||||
December 31 | |||||||||
2014 | 2013 | ||||||||
Inventories consist of the following: | |||||||||
Finished Goods | $ | 2,466,829 | $ | 1,186,376 | |||||
Component parts and other materials | 30,270 | 135,276 | |||||||
$ | 2,497,099 | $ | 1,321,652 | ||||||
Advances_on_Contracts
Advances on Contracts | 12 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
Advances on Contracts | NOTE E — ADVANCES ON CONTRACTS |
Milestone has entered into fixed arrangements with a contract manufacturer to manufacture STA, CompuDent and Wand Plus. The contract manufacturer bills Milestone as the work progresses and it is Milestone’s policy is to record these billings as advances on contracts. These advances are reclassified into inventory when the contract manufacturer ships the product and title passes to Milestone. The balance of the advances as of December 31, 2014 and 2013 totaled $721,197 and $2,308,352, respectively. The advance is classified as current based on the estimated annual usage of the underlying inventory. Milestone also has an outstanding accounts payable of approximately $113,873 and $37,000 at December 31, 2014 and 2013, respectively to the contract manufacturer related to the progress billings received. Milestone charged to operations approximately $60,000 in 2013 for STA parts that had expired shelf lifes. |
Investment_in_Joint_Ventures
Investment in Joint Ventures | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity Method Investments And Joint Ventures [Abstract] | |||||||||
Investment in Joint Ventures | |||||||||
NOTE F – INVESTMENT IN JOINT VENTURES | |||||||||
Milestone Medical Inc | |||||||||
In March 2011, Milestone entered into an agreement with shareholders of Beijing 3H Scientific Technology Co., Ltd (Beijing 3H), a People’s Republic of China, (“PRC”) Company and a group of other investors, to establish a medical joint venture entity in the PRC to develop intra-articular and epidural drug delivery instruments utilizing Milestone’s patented CompuFlo technology. Shareholders of Beijing 3H and other investors agreed to contribute up to $1.5 million to this medical joint venture entity. Milestone contributed an exclusive worldwide royalty-free license to use CompuFlo technology to the joint venture. The initial cash investment of $1.5 million was subject to refund if the instruments were not developed because of technological problems within 30 months of the inception date. Milestone evaluated the technological feasibility of the products to be developed using the CompuFlo technology periodically and at every reporting date to establish if circumstances indicate if the technology continued to be feasible. Based on the available evidence Milestone concluded that the contingency associated with the return of capital to shareholders of Beijing 3H and a group of investors no longer existed as of December 31, 2013, since the instruments have advanced beyond the development stage and accordingly no amounts have been accrued in the accompanying financial statements relating to this contingency. Milestone, with the consent of Beijing 3H, organized a domestic research and development corporation now knows as Milestone Medical Inc. (“Milestone Medical”) to which the principal shareholders of Beijing 3H and other shareholders completed a capital contribution of $1,500,000 and Milestone Medical was initially owned fifty percent by shareholders of Beijing 3H and fifty percent by Milestone. Milestone Medical had a remaining net book value of approximately $349,000 at December 31, 2014. Milestone has accounted for its investment in Milestone Medical using the equity method of accounting. Further, Milestone was authorized by the Milestone Medical to manage and oversee the development of the epidural and intra-articular instruments. In connection with this authorization, Milestone also entered into an agreement with a significant vendor to develop these two instruments. | |||||||||
Milestone has distribution responsibility in the U.S. and Canada. Beijing 3H will distribute in Macao, Hong Kong and other regions of Asia. Milestone Medical will distribute the epidural instruments in the PRC. In the rest of the world, responsibilities are shared by Milestone and Beijing 3H. | |||||||||
In July 2013, Milestone entered a strategic partnership with the largest provider of specialty sales and distribution solutions for healthcare in the United States. During the three year strategic partnership, the distributor will hold the exclusive rights to market, resell, label and distribute Milestone’s CompuFlo injection technology for use in epidural applications for childbirth and other pain management needs in hospitals in the U.S. This agreement will begin after FDA approval. | |||||||||
In the fourth quarter of 2013, Milestone Medical issued 2 million shares of its common stock in a private placement offering at $1.50 per share ($3.0 million) in Poland. As a result of this sale, Milestone Medical received net proceeds of $2,363,000. The effect of this sale of new shares was to reduce Milestone’s ownership percentage from 50% to 45.5% (post transaction). Consistent with the equity method of account, the ownership percentage is treated as if the decreased percentage of ownership was the result of the sale of these shares. As a result, Milestone recorded in the fourth quarter of 2013, a $1,363,650 gain on dilutive effect of the sale of equity in Milestone Medical. | |||||||||
In the fourth quarter of 2014, the Company purchased an additional 995,000 shares from a former shareholder in Milestone Medical Inc for $447,750 ($0.45 per share). After this purchase, the Company owned 49.98% of Milestone Medical. At the same time, Milestone Medical Inc terminated its distribution agreement with Beijing 3H. Milestone Medical Inc contracted with Milestone China to become the new distributor in Asia for both the epidural and intra-articular instruments. The Company owns forty percent of Milestone China Ltd. | |||||||||
Milestone recorded a loss on its investment in Milestone Medical of $891,500 and $924,363 for the years ended December 31, 2014 and 2013, respectively. The losses described represent 49.98% and 50% of the applicable losses reported by the Medical Joint Venture during the years ended December 31, 2014 and 2013, respectively. Milestone utilizes the equity method of accounting to recognize its financial results of the joint venture. | |||||||||
Milestone expensed $249,966 and $225,979 on behalf of the Milestone Medical for the years ended December 31, 2014 and 2013, respectively, for legal expenses related to seeking U.S. Food and Drug Administration marketing clearance for the epidural and intra-articular devices under section 510k. As part of the joint venture agreement, Milestone is to pay all fees related to the FDA clearance process. | |||||||||
Milestone had an investment in Milestone Medical of $888,720 as of December 31, 2014 and there are no remaining suspended losses. | |||||||||
On July 1, 2013, Milestone and Milestone Medical signed an agreement for the reimbursement of specific expenses incurred by Milestone specifically for the benefit of Milestone Medical. The expenses related to the agreement that have not been paid are $125,144 as of December 31, 2014 and are included in accounts receivable, net. | |||||||||
The following condensed financial information of Milestone Medical Inc., Medical Joint Venture, and 49.98% ownership of Milestone at December 31, 2014 and 2013, respectively is as follows: | |||||||||
Milestone Medical Inc Financial Information | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Current Assets | $ | 1,582,415 | $ | 2,258,809 | |||||
Non Current Assets | 1,593,737 | 1,561,130 | |||||||
Total Assets | $ | 3,176,152 | $ | 3,819,939 | |||||
Current Liability | $ | 962,655 | $ | 125,962 | |||||
Equity | 2,213,497 | 3,693,977 | |||||||
Total Liability and Equity | $ | 3,176,152 | $ | 3,819,939 | |||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | - | $ | - | |||||
Operation expenses | 1,896,784 | 1,019,606 | |||||||
Net Loss | $ | (1,896,784 | ) | $ | (1,019,606 | ) | |||
Milestone Medical Inc. is a Development Stage Company and does not have revenues at this time. Milestone has recorded its share of the losses $891,500 and $509,803 for December 31, 2014 and 2013, respectively. | |||||||||
Milestone Education Inc. | |||||||||
In the first quarter of 2013, the CEO of Milestone loaned Milestone $50,000 for use in capitalizing a fifty percent equity portion in the joint venture with Milestone Education LLC (the “Education Joint Venture”). This balance is included in the accrued expenses and other payables on the condensed balance sheet at December 31, 2013. This loan bore no interest and was paid off in April 2014. | |||||||||
The Education Joint Venture is expected to provide training and education to our dentists throughout the world. Milestone accounted for its investment in the Education Joint Venture using the equity method of accounting. Milestone Education LLC began operations in 2013. The Education Joint Venture incurred a loss of $35,779 and $15,836 for the years ended December 31, 2014 and 2013, respectively. Fifty percent of these losses were recorded in the consolidated statements of operations for the years ended December 31, 2014 and 2013, respectively | |||||||||
Milestone China Inc | |||||||||
In June 2014, Milestone agreed to invest $1.0 million through the contribution of 772 STA instruments (at a distributor price of approximately $1,295 per instrument) for a forty percent ownership in a Hong Kong based medical and dental distribution company, (“Milestone China”). The instruments will be shipped to the distributors over a period of two years. Milestone China will purchase STA handpieces on a cash basis as required. 300 STA instruments were shipped in July 2014 and are recorded at Milestone’s cost in the investment account for Milestone China on the Balance Sheet in the third quarter of 2014. Milestone China did not begin operations until July 2014. The Milestone China Joint Venture incurred a loss of $810, which is forty (40) percent of the $2,025 net loss, for the year ended December 31, 2014, respectively. Forty percent of the loss were recorded in the condensed statement of operations for the year ended December 31, 2014. Accordingly, the investment was recorded as $348,651 as of December 31, 2014. |
Furniture_Fixtures_and_Equipme
Furniture, Fixtures and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Furniture, Fixtures and Equipment | NOTE G — FURNITURE, FIXTURES AND EQUIPMENT | ||||||||
December 31 | |||||||||
2014 | 2013 | ||||||||
Furniture, Fixtures and Equipment consist of the following: | |||||||||
Leasehold improvements | $ | 24,734 | $ | 22,317 | |||||
Office furniture and equipment | 122,198 | 96,703 | |||||||
Molds | 7,200 | 7,200 | |||||||
Trade show displays | 89,395 | 89,395 | |||||||
Computers and software | 166,272 | 190,027 | |||||||
Tooling equipment-STA & Wand | 31,477 | 31,477 | |||||||
STA Trials Instruments | 63,752 | 63,752 | |||||||
Total | 505,027 | 500,871 | |||||||
Less accumulated depreciation | (416,210 | ) | (476,884 | ) | |||||
$ | 88,818 | $ | 23,988 | ||||||
Depreciation expense was $17,380 and $18,176 for the years ended December 31, 2014 and 2013, respectively. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Patents | NOTE H — PATENTS |
Patents are being amortized by the straight-line method over estimated useful lives ranging from 10 to 20 years, with a weighted average amortization period of 12 years. Amortization expense amounted to $78,458 in 2014 and $77,947 in 2013. Estimated amortization expense of existing patents for each of the next five fiscal years amounts to approximately $79,000 per year. |
Line_of_Credit_and_Notes_Payab
Line of Credit and Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Line of Credit and Notes Payable | NOTE I— LINE OF CREDIT AND NOTES PAYABLE |
Milestone borrowed $450,000 from a shareholder in 2008. The loan was originally a short term loan with a maturity date of January 19, 2009. In December 2008, May 30, 2012 and again on March 29, 2013, this loan was extended with the shareholder and the due date was been extended to January 5, 2015. The loan accrued interest at 12% per annum, interest compounded quarterly, and interest and principal was due at maturity. The loan ($450,000) and related interest ($410,081) was converted to 614,344 shares of common stock on August 8, 2013. | |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE J — STOCKHOLDERS’ EQUITY |
ISSUANCES OF PREFERRED AND COMMON STOCK | |
During 2014, Milestone issued 30,000 shares valued at $55,200 for the director’s compensation. | |
During 2014, Milestone issued 147,731 shares valued at $274,500 for payment of consulting services. | |
During 2014, Milestone issued 26,156 shares valued at $46,041 for payment of employee compensation. | |
During 2014, Milestone issued 75,000 shares valued at $41,250 for exercise of stock options to three independent directors. | |
During 2014, Milestone issued 237,293 shares valued at $250,531 for exercise of stock options to employees. | |
During 2014, Milestone issued 151,666 shares valued at $56,916 for exercise of stock options to consultants. | |
During 2014, Milestone sold 2,000,000 shares of common stock and 7,000 shares of Series A shares preferred stock valued at $10,000,000 to an investor. | |
During 2014, Milestone’s to be issued shares are 112,131 valued at $226,750 for employees for bonus compensation. | |
During 2013, Milestone issued 39,129 shares valued at $45,000 for the director’s compensation. | |
During 2013, Milestone issued 312,956 shares valued at $400,000 for payment of consulting services. | |
During 2013, Milestone issued 614,344 shares valued at $860,080 for the conversion of notes payable and accrued interest. | |
During 2013, Milestone issued 37,425 shares valued at $47,500 for payment of employee compensation. | |
During 2013, Milestone issued 56,666 shares valued at $34,600 for exercise of stock options to two independent directors. | |
During 2013, Milestone sold 135,714 shares valued at $200,000. | |
During 2013, Milestone’s to be issued shares are 204,222 valued at $312,000 for employee for bonus compensation. | |
SHARES TO BE ISSUED | |
As of December 31, 2014 and 2013, there were 954,953 and 1,839,930 shares, respectively, that have been deferred from being issued, subject to employment agreements with the Chief Executive Officer, Chief Financial Officer and employees of Milestone. Such shares will be issued to each party upon termination of their employment. The number of shares were fixed at date of grant and there are no conditions other than continued employment by the officers. The grants were fully vested upon grant date. | |
SHARES RESERVED FOR FUTURE ISSUANCE | |
At December 31, 2014 and 2013 there were 2,443,749 and 3,497,761 shares reserved for future issuance; 1,488,796 and 1,657,831 shares underlying other stock options and warrants that were outstanding at December 31, 2014 and 2013, respectively: 974,953shares in 2014 and 1,839,930 shares in 2013 to be issued in settlement of deferred compensation to Officers of Milestone. |
Stock_Option_Plans
Stock Option Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Stock Option Plans | NOTE K — STOCK OPTION PLANS | ||||||||||||||||
In July 2004, the Board of Directors approved the adoption of the 2004 Stock Option Plan. The 2004 Stock Option Plan provides for the grant of options to purchase up to 750,000 shares of Milestone’s common stock. Options may be granted to employees, officers, directors and consultants of Milestone for the purchase of common stock of Milestone at a price not less than the fair market value of the common stock on the date of the grant. In general, options become exercisable over a three-year period from the grant date and expire five years after the date of grant. | |||||||||||||||||
In December 2007, the Board of Directors authorized Milestone to issue up to $2 million of its common stock to vendors or employees, and to grant them piggy back registration rights in the usual form, at a value of not less than 90% of the market value on the date of the agreement for the vendor or employee to accept said shares. Such future shares are not included in the above noted shares reserved for future issuance. | |||||||||||||||||
In November 2009, the Board of Directors authorized 666,667 options be reserved for a special bonus to the Chief Executive Officer of Milestone, for obtaining a three year purchase order for the sale of 12,000 STA Instruments and related handpieces over a four year period. These options were reserved and 73,333 were granted but not vested in 2010. The full performance requirements, for the 73,333 options, were met in 2013. Such options are fully vested as of December 31, 2013. The 593,334 options were cancelled in December 2013 due to expiration of the contract that gave rise to the granting of the options. | |||||||||||||||||
In June 2011, the Shareholders of Milestone approved the 2011 Stock Option Plan (the “2011 Plan”) that provides for stock options to our employees, directors and consultants and incentive and non-qualified stock options to purchase up to 2,000,000 shares of common stock. Such future shares are included in the above noted shares reserved for future issuances. | |||||||||||||||||
A summary of option activity for employees under the plans as of December 31, 2014 and 2013, and changes during the year then ended is presented below: | |||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||
of | Averaged | Average | Intrinsic | ||||||||||||||
Options | Exercise | Remaining | Options | ||||||||||||||
Price $ | Contractual | Value $ | |||||||||||||||
Life (Years) | |||||||||||||||||
Outstanding, January 1, 2013 | 1,283,741 | 0.79 | 3.07 | - | |||||||||||||
Granted | 309,090 | 1.62 | 5 | - | |||||||||||||
Exercised | (56,666 | ) | - | - | - | ||||||||||||
Forfeited or expired | (51,666 | ) | 0.99 | - | - | ||||||||||||
Outstanding, December 31, 2013 | 1,484,499 | 1.03 | 2.88 | - | |||||||||||||
Exercisable, December 31, 2013 | 1,115,006 | 0.99 | 2.41 | - | |||||||||||||
Granted | 390,470 | 2.25 | 4.87 | ||||||||||||||
Exercised during 2014 | (312,293 | ) | 0.93 | - | - | ||||||||||||
Forfeited or expired | (90,546 | ) | 1.3 | - | - | ||||||||||||
Outstanding, December 31, 2014 | 1,472,130 | 0.79 | 3.23 | 1,430,231 | |||||||||||||
Exercisable, December 31, 2014 | 1,036,185 | 1.1 | 2.75 | 1,244,074 | |||||||||||||
Number | Weighted | ||||||||||||||||
of | Averaged | ||||||||||||||||
Options | Exercise | ||||||||||||||||
Price $ | |||||||||||||||||
VESTED OPTIONS | |||||||||||||||||
Outstanding, January 1, 2013 | 849,066 | 0.81 | |||||||||||||||
Exercised | (56,666 | ) | - | ||||||||||||||
Vested Options | 369,272 | 1.19 | |||||||||||||||
Forfeited | (46,666 | ) | 0.96 | ||||||||||||||
Outstanding, December 31, 2013 | 1,115,006 | 0.97 | |||||||||||||||
Exercised | (312,293 | ) | 0.93 | ||||||||||||||
Vested Options | 324,018 | 1.45 | |||||||||||||||
Forfeited | (90,546 | ) | 1.3 | ||||||||||||||
Outstanding, December 31, 2014 | 1,036,185 | 1.11 | |||||||||||||||
NONVESTED OPTIONS | |||||||||||||||||
Nonvested, January 1, 2013 | 434,675 | 0.91 | |||||||||||||||
Granted | 309,090 | 1.62 | |||||||||||||||
Vested | (369,272 | ) | 1.19 | ||||||||||||||
Forfeited | (5,000 | ) | 1 | ||||||||||||||
Nonvested, December 31, 2013 | 369,493 | 1.22 | |||||||||||||||
Granted | 390,470 | 2.18 | |||||||||||||||
Vested | (324,018 | ) | 1.45 | ||||||||||||||
Forfeited | - | - | |||||||||||||||
Nonvested, December 31, 2014 | 435,945 | 1.87 | |||||||||||||||
Milestone recognizes compensation expense on a straight line basis over the requisite service period and in case of performance based options over the period of the expected performance. During the years ended December 31, 2014 and 2013 Milestone recognized $429,131, and $219,196 of total employee compensation cost related to options that vested each year, respectively. As of December 31, 2014 and 2013, there was $569,641 and $400,212 of total unrecognized compensation cost related to non-vested options which Milestone expects to recognize over a weighted average period of 3.23 years and 1.60 years for December 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||
A summary of option activity for non-employees under the plans as of December 31, 2014 and 2013, and changes during the year ended is presented below: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Averaged | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Options | |||||||||||||||
Price $ | Contracted | Value $ | |||||||||||||||
Life (years) | |||||||||||||||||
Outstanding, January 1, 2013 | 239,999 | 1.56 | 1.32 | - | |||||||||||||
Exercisable, December 31, 2013 | 234,442 | 1.57 | - | - | |||||||||||||
Forfeited | (66,667 | ) | 2.5 | - | - | ||||||||||||
Outstanding, December 31, 2013 | 173,332 | 0.48 | 0.59 | 210,833 | |||||||||||||
Exercisable, December 31, 2013 | 173,332 | 0.48 | 0.59 | 201,833 | |||||||||||||
Forfeited | 5,000 | 1.15 | - | - | |||||||||||||
Outstanding, December 31, 2014 | 16,666 | 1.27 | 0.62 | 17,166 | |||||||||||||
Exercisable, December 31, 2014 | 1,666 | 1.24 | 0.62 | 1,716 | |||||||||||||
Number | Weighted | ||||||||||||||||
of | Averaged | ||||||||||||||||
Options | Exercise | ||||||||||||||||
Price $ | |||||||||||||||||
VESTED OPTIONS | |||||||||||||||||
Outstanding, January 1, 2013 | 234,442 | 1.57 | |||||||||||||||
Vested | 5,557 | 1.27 | |||||||||||||||
Forfeited | 667 | 2.5 | |||||||||||||||
Outstanding, December 31, 2013 | 173,332 | 0.48 | |||||||||||||||
Exercised | 15,166 | 0.38 | |||||||||||||||
Forfeited | 5,000 | - | |||||||||||||||
Outstanding, December 31, 2014 | 16,666 | 1.27 | |||||||||||||||
NONVESTED OPTIONS | |||||||||||||||||
Nonvested January 1, 2013 | 5,557 | 1.27 | |||||||||||||||
Vested during 2013 | -5,557 | 1.27 | |||||||||||||||
Outstanding, December 31, 2014 | - | - | |||||||||||||||
The fair value of the options was estimated on the date of grant using the Black Scholes option-pricing model. There were no non-employee options granted for the years ending December 31, 2014 and 2013. During the years ended December 31, 2014 and 2013, Milestone recognized no expense related to non-employee options that vested. | |||||||||||||||||
Employment_Contract_and_Deferr
Employment Contract and Deferred Compensation | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employment Contract and Deferred Compensation | NOTE L — EMPLOYMENT CONTRACT AND DEFERRED COMPENSATION |
Employment Contracts | |
As of September 1, 2009 Milestone entered into a five-year employment agreement with Leonard Osser as its Chief Executive Officer. The term of the 2009 agreement is automatically extended for successive one-year periods unless prior to August 1 of any year, either party notifies the other that he or it chooses not to extend the term. Under the 2009 agreement, the CEO receives base compensation of $300,000 per year. In addition, the CEO, may earn annual bonuses up to an aggregate of $400,000, payable one half in cash and one half in common stock, contingent upon achieving targets set for each year by the Compensation Committee of the Board of Directors . In addition, if in any year of the term of the agreement the CEO earns a bonus, he shall also be granted five-year stock options to purchase twice the number of bonus shares earned. Each such option is to be exercisable at a price per share equal to the fair market value of a share on the date of grant (110%) of the fair market value if the CEO is a 10% or greater stockholder on the date of grant). The options shall vest and become exercisable to the extent of one-third of the shares covered at the end of each of the first three years following the date of grant, but shall only be exercisable while the CEO is employed by Milestone or within 30 days after the termination of his employment. In 2012 the CEO waived the option component of his bonus for that year. | |
In accordance with the employment contract, 706,716 shares of common stock are to be paid out at the end of the contract in settlement of 630,985 at December 31, 2014 and 1,306,716 shares of common stock are to be paid out at the end of the contract in settlement of $1,408,333 at December 31, 2013 of accrued deferred compensation and, accordingly, such shares have been classified in stockholders' equity with the common shares classified as to be issued. | |
This 2009 agreement amended the previous 2008 employment with 40-months remaining in its term. Under the 2008 agreement Mr. Osser is employed as an executive, but not the CEO. In March 2013, the 2008 agreement was amended to extend its remaining term to 120-months. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | NOTE M — INCOME TAXES | ||||||||
Due to Milestone’s history of past operating losses, which required a full valuation allowances for all of Milestone’s deferred tax assets at December 31, 2014 and 2013, no recognition was given to the utilization of the remaining net operating loss carryforwards. | |||||||||
Deferred tax attributes resulting from differences between financial accounting amounts and tax bases of assets and liabilities at December 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Current Assets | |||||||||
Allowance for doubtful accounts-short term | $ | 2,000 | $ | 2,000 | |||||
Inventory allowance | - | - | |||||||
Warranty reserve | 12,000 | 10,000 | |||||||
Impairment of Germany Investment | - | 31,000 | |||||||
Deferred officers compensation | 392,000 | 725,000 | |||||||
Subtotal | 406,000 | 768,000 | |||||||
Valuation allowance | (406,000 | ) | (768,000 | ) | |||||
Current deferred tax asset | $ | - | $ | - | |||||
Non-current assets | |||||||||
Allowance for doubtful accounts-long term | $ | - | $ | - | |||||
Net operating loss carryforward | 15,686,000 | 14,855,000 | |||||||
Subtotal | 15,686,000 | 14,855,000 | |||||||
Valuation allowance | (15,686,000 | ) | (14,855,000 | ) | |||||
Non-current deferred tax asset | $ | - | $ | - | |||||
As of December 31, 2014 and 2013, Milestone has federal net operating loss carryforwards of approximately $ 46,379,000 and $43,596,000, respectively that will be available to offset future taxable income, if any, through December 2032. Milestone has state net operating losses of $ 2,968,000 and $515,000 in 2014 and 2013, respectively, expiring through December 2030.The utilization of Milestone’s net operating losses may be subject to a substantial limitation due to the “change of ownership provisions” under Section 382 of the Internal Revenue Code and similar state provisions. Such limitation may result in the expiration of the net operating loss carry forwards before their utilization. Milestone has established a 100% valuation allowance for all of its deferred tax assets due to uncertainty as to their future realization. | |||||||||
A reconciliation of the statutory tax rates for the years ended December 31, is as follows: | |||||||||
2014 | 2013 | ||||||||
Statutory rate | (34 | )% | (34 | )% | |||||
State income tax - all states | (6 | )% | (6 | )% | |||||
(40 | )% | (40 | )% | ||||||
Current year valuation allowance | 40 | % | 40 | % | |||||
Benefit for income taxes | 0 | % | 0 | % | |||||
Accounting for Uncertain Tax Positions: | |||||||||
Milestone follows the Income Taxes Topic of the FASB Accounting Standards Codification, which provides clarification on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, disclosure and transition. At December 31, 2014, no significant income tax uncertainties have been included in Milestone’s Balance Sheets. Milestone’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the Statements of Operations. No interest and penalties are present for periods open. Tax returns for the 2011, 2012, and 2013 years are subject to audit by federal and state jurisdictions. |
Product_Sales_and_Significant_
Product Sales and Significant Customers and Vendors | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Product Sales And Significant Customers And Vendors [Abstract] | ||||||||||||||
Product Sales and Significant Customers and Vendors | NOTE N — PRODUCT SALES AND SIGNIFICANT CUSTOMERS AND VENDORS | |||||||||||||
Milestone’s sales by product and by geographical region are as follows: | ||||||||||||||
Year End December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Instruments | $ | 2,569,102 | $ | 2,672,026 | ||||||||||
Handpieces | 7,627,140 | 7,294,810 | ||||||||||||
Other | 136,848 | 44,584 | ||||||||||||
$ | 10,333,090 | $ | 10,011,420 | |||||||||||
United States | $ | 4,655,648 | $ | 5,299,552 | ||||||||||
Canada | 100,321 | 553,984 | ||||||||||||
Other foreign | 5,577,121 | 4,157,884 | ||||||||||||
$ | 10,333,090 | $ | 10,011,420 | |||||||||||
Milestone has informal arrangements with the manufacturer of the STA, CompuDent and CompuMed instruments, one of the principal manufacturers for those instruments pursuant to which they manufacture these products under specific purchase orders but without any long-term contract or minimum purchase commitment. Purchases from this supplier were $948,024 (26%) and $457,600 (13%) in 2014 and 2013, respectively. Milestone has a manufacturing agreement with one of the principal manufacturers, which is a related party, of its handpieces pursuant to which they manufacture products under specific purchase orders but without minimum purchase commitments. Purchases of handpieces from this vendor in China were $2,698,043 (74%) and $3,026,041 (87%) in 2014 and 2013, respectively. As further described in Note B, a five percent shareholder of Milestone is also a shareholder of this vendor. All other purchases from other suppliers were not significant in either 2014 or 2013. | ||||||||||||||
For the year ended December 31, 2014, Milestone had two customers (distributors) that had approximately 45%, (17% and 28%) of its net product sales. Accounts receivable for the two major customers amounted to approximately $1,100,000, or 69% of gross accounts receivable. For the year ended December 31, 2013, Milestone had two customers (distributors) that had approximately 42%, (21% and 21%) of its net product sales. Accounts receivable for the one major customer amounted to approximately $732,762, or 48% of gross accounts receivable. | ||||||||||||||
Commitments_and_Other
Commitments and Other | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Commitments and Other | NOTE O — COMMITMENTS AND OTHER | ||||
(1) Lease Commitments | |||||
The headquarters for Milestone is located at 220 South Orange Ave, Livingston, New Jersey. Milestone leases approximately 5,893 square feet of office space. The lease term expires June 30, 2019 at a monthly cost of $9,085. Additionally, Milestone has other smaller insignificant leases ending through 2017. A third party distribution and logistics center in Pennsylvania handles shipping and order fulfillment on a month-to-month basis. | |||||
Aggregate minimum rental commitments under noncancelable operating leases are as follows: | |||||
Year Ending December 31, | |||||
2015 | $ | 114,985 | |||
2016 | 114,985 | ||||
2017 | 114,985 | ||||
2018 | 109,020 | ||||
2019 | 54,510 | ||||
$ | 508,485 | ||||
For the years ended December 31, 2014 and 2013, respectively, rent expense amounted to $42,785 and $41,653 respectively. | |||||
(2) Contract Manufacturing Arrangement | |||||
Milestone has informal arrangements with the manufacturer of its products. STA, single tooth anesthesia, CompuDent and CompuMed instruments are manufactured for Milestone by Tricor Systems, Inc. pursuant to specific purchase orders. The STA and The Wand Handpiece with Needle are supplied to Milestone by a contractor in the United States, which arranges for its manufacture in China. These contractors provide an informal long term financing basis for Milestone. | |||||
The termination of the manufacturing relationship with any of the above manufacturers could have a material adverse effect on Milestone’s ability to produce and sell its products. Although alternate sources of supply exist and new manufacturing relationships could be established, Milestone would need to recover its existing tools or have new tools produced. Establishment of new manufacturing relationships could involve significant expense and delay. Any curtailment or interruption of the supply, whether or not as a result of termination of such a relationship, would adversely affect Milestone. | |||||
(3) Other Commitments and Subsequent Events | |||||
Other Commitments | |||||
The technology underlying the SafetyWand and CompuFlo, and an improvement to the controls for CompuDent were developed by the Director of Clinical Affairs and assigned to us. Milestone purchased this technology pursuant to an agreement dated January 1, 2005, for 43,424 shares of restricted common stock and $145,000 in cash, payable on April 1, 2005. In addition, the Director will receive additional payments of 2.5% of the total sales of products using certain of these technologies, and 5% of the total sales of products using certain other of the technologies. In addition, he is granted, pursuant to the agreement, an option to purchase, at fair market value on the date of the grant, 8,333 shares of the common stock upon the issuance of each additional patent relating to these technologies. If products produced by third parties use any of these technologies (under license from us) then he will receive the corresponding percentage of the consideration received by Milestone for such sale or license. Milestone expensed the Director’s royalty fees of $404,828 and $357,972 in 2014 and 2013, respectively. Additionally, Milestone expensed consulting fee to the Director $43,290 and $99,450 for year ended 2014 and 2013, respectively. | |||||
In January 2010, Milestone issued a purchase order to Tricor Instruments for the purchase of 12,000 STA Instruments to be delivered over the next three years. The purchase order is for $5,261,640. As of December 31, 2013, Milestone’s production and sales of instruments to this commitment has been delayed. The remaining instruments until this purchase order will be delivered in the first quarter 2015. | |||||
In August 2013, a shareholder of Milestone entered a three year agreement with the Milestone to provide financial and business strategic services. The fee for these services are $100,000 annually. | |||||
In November 2012, Milestone signed an exclusive distributor and marketing agreement with a well-known US domestic distributor, for the sale and distribution of the STA Instrument and handpieces in the United States and Canada. The marketing initiative will include participation in U.S. and Canadian dental shows, as well as pediatric dental shows; an active advertising initiative targeting major dental publications; and direct mailing campaigns to over 150,000 dentists across the U.S. and Canada. | |||||
In August 2013, Milestone appointed Henry Schein as its exclusive distributor in the USA and Canada for the CompuDent handpieces. | |||||
Subsequent Events | |||||
The Company has evaluated subsequent events through March 30, 2015 and have determined that there are no events to be disclosed. | |||||
(4) Loan Commitments | |||||
In December 2014 Milestone entered in line of credit agreement with Milestone Medical Inc. (a 49.98% owned of the company) for $2 million dollars. The loan is to be used to finalize the commercialization of the medical instruments (epidural and intra-articular instruments.) The loan provides for interest charge at a rate of 3.25% per annual, the prime rate at the inception of the line of credit. The agreement terminates at April 15, 2016. No funds have been issued against the agreement as December 31, 2014. $200,000, was borrowed by Milestone Medical in February 2015. |
Pension_Plan
Pension Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension Plan | NOTE P — PENSION PLAN |
Milestone has a Defined Contribution Plan that allows eligible employees to contribute part of their salary through payroll deductions. Milestone does not contribute to this plan, but does pay the administrative costs of the plan, which were not significant. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Principles of Consolidation | 1. Principles of Consolidation | ||||||||
The accompanying consolidated financial statement have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the account of Milestone and its wholly owned subsidiary Wand Dental Inc. . Additionally, the consolidated financial statement include the account of Milestone Scientific Advanced Cosmetic System, Inc. (“ACS”), a company that is seventy (70) percent owned by Milestone. The minority interest (thirty percent) in ACS is recorded in the equity section of the consolidated financial statements as noncontrolling interest. All significate intercompany transactions and balances have been eliminated in the consolidation. | |||||||||
Cash and Cash Equivalents | 2. Cash and Cash Equivalents | ||||||||
Milestone considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||||||||
Accounts Receivable | 3. Accounts Receivable | ||||||||
Milestone records accounts receivable at estimated net realizable value. The realization of accounts receivable current and long-term will have a significant impact on Milestone. Consequently, Milestone estimates losses resulting from the inability of its customers to make payments for amounts billed. The collectability of outstanding amounts is continually assessed (historical trend and credit worthiness of the customers). | |||||||||
Marketable Securities - Treasury Bills | 4. Marketable Securities - Treasury Bills | ||||||||
Milestone invests excess cash in Treasury Bills with varying maturities, which are classified as available-for-sale securities and are re-measured to fair value on a recurring basis and are valued using Level 1 inputs, which are quoted prices (unadjusted) for identical assets in active markets: | |||||||||
Product Return and Warranty | 5. Product Return and Warranty | ||||||||
Milestone does not accept non-defective returns from its customers. Product returns under warranty are accepted, evaluated and repaired or replaced in accordance with the Warranty Policy. Returns not within the Warranty Policy are all evaluated and the customer is charged for the repair. Warranty expense was $79,017 and $97,234 for 2014 and 2013, respectively. Non-Warranty repairs are collected from the customers. Non-Warranty repair income was $60,473 and $118,344 for 2014 and 2013, respectively. | |||||||||
Inventories | 6. Inventories | ||||||||
Inventories principally consist of finished goods and component parts stated at the lower of cost (first-in, first-out method) or market. Inventory quantities on hand are reviewed on a quarterly basis and a provision for excess and obsolete inventory is recorded if required based on past and expected future sales. | |||||||||
Investment in Unconsolidated Subsidiaries | 7. Investment in Unconsolidated Subsidiaries | ||||||||
Milestone Medical Inc. | |||||||||
Milestone has entered into a joint venture with a third party to form Milestone Medical Inc. (“Medical”), for the purpose of developing and commercializing two medical instruments. At inception, Milestone owned fifty percent of the joint venture and is recording its investment on the equity method of accounting. Milestone’s proportionate share of losses incurred by Medical is charged to the Statement of Operations and adjusted against the Investment in Joint Venture. In the fourth quarter of 2013, Medical issued 2 million shares of its common stock in a private placement transaction. As a result of the shares being issued, Milestone’s ownership in the Joint Venture was reduced to 45.5% and Milestone recorded a gain of $1,363,650 as a result of the dilutive effect of these additional shares issued by Medical. | |||||||||
In the fourth quarter of 2014, Milestone Scientific purchased 995,000 shares, which increased its ownership to 49.9%, from a founding shareholder for $447,750 ($0.45 per share). | |||||||||
Milestone China Inc. | |||||||||
In June 2014, Milestone agreed to invest $1.0 million through the contribution of 772 STA instruments (at a distributor price of approximately $1,295 per instrument) for a forty percent ownership in milestone china Inc. (“Milestone China”), a Hong Kong based medical and dental distribution company. The instruments will be shipped to the distributors over a period of two years and Milestone China will purchase future STA handpieces on a cash basis as required. 300 STA instruments were shipped in July 2014 and were recorded at Milestone’s cost in the investment in Milestone China on the Balance Sheet in the third quarter of 2014. Milestone China did not begin operations until July 2014, and incurred a loss of $2,025 for the year ending December 31, 2014. Forty percent of the loss, ($810), was recorded in the consolidated statement of operations for the year ended December 31, 2014. Accordingly, the investment is recorded as $348,651 as of December 31, 2014. | |||||||||
Furniture, Fixture and Equipment | 8. Furniture, Fixture and Equipment | ||||||||
Equipment is recorded at cost, less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. The costs of maintenance and repairs are charged to operations as incurred. | |||||||||
Intangible Assets - Patents | 9. Intangible Assets - Patents | ||||||||
Patents are recorded at cost to prepare and file the applicable documents with the United States Patent Office, or internationally with the applicable governmental office in the respective country. Although certain patents have not yet been approved, the costs related to these patents are being amortized using the straight-line method over the estimated useful life of the patent. If the applicable patent application is ultimately rejected, the remaining unamortized balance will be expensed in the period in which Milestone receives a notice of such rejection. Patent applications filed and patents obtained in foreign countries are subject to the laws and procedures that differ from those in the United States. Patent protection in foreign countries may be different from patent protection under United States laws and may not be favorable to Milestone. Milestone also attempts to protect the proprietary information through the use of confidentiality agreements and by limiting access to the facilities. There can be no assurance that the program of patents, confidentiality agreements and restricted access to the facilities will be sufficient to protect the proprietary technology. | |||||||||
Impairment of Long-Lived Assets | 10. Impairment of Long-Lived Assets | ||||||||
Milestone reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. The carrying value of the assets is evaluated in relation to the operating performance and future undiscounted cash flows of the underlying assets. Milestone adjusts the net book value of an underlying asset if its fair value is determined to be less than its net book value. Milestone has reviewed long-lived assets for impairment and concluded no impairment exist as of December 31, 2014 and 2013. | |||||||||
Revenue Recognition | 11. Revenue Recognition | ||||||||
Revenue from product sales is recognized net of discounts and allowances to the domestic distributor on the date of shipment of the goods, for essentially all shipments, since the terms are FOB warehouse. Milestone recognizes revenue on date of arrival where shipments are FOB destination. Shipments to the international distributors are FOB warehouse and revenue is therefore recognized on shipment. In both cases, the price to the buyer is fixed and the collectability is reasonably assured. Further, Milestone has no obligation on these sales for any post sale installation, set-up or maintenance, these being the responsibility of the buyer. Customer acceptance is considered made at delivery. The only obligation after sale is the normal commercial warranty against manufacturing defects if the alleged defective unit is returned within the warranty period. | |||||||||
Shipping and Handling Costs | 12. Shipping and Handling Costs | ||||||||
Milestone includes shipping and handling costs in cost of goods sold. These costs are billed to customers at the time of shipment for domestic shipments. International shipments are FOB warehouse, therefore no costs are incurred by Milestone. | |||||||||
Research and Development | 13. Research and Development | ||||||||
Research and development costs, which consist principally of new product development costs payable to third parties, are expensed as incurred. | |||||||||
Advertising Expenses | 14. Advertising Expenses | ||||||||
Milestone expenses advertising costs as they are incurred. For the years ended December 31, 2014 and 2013, Milestone recorded advertising expenses of $26,569 and $30,104, respectively. | |||||||||
Income Taxes | 15. Income Taxes | ||||||||
Milestone accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or credit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||
Basic and Diluted Net Loss Per Common Share | 16. Basic and diluted net loss per common share | ||||||||
Milestone presents “basic” earnings (loss) per common share applicable to common stockholders and, if applicable, “diluted” earnings (loss) per common share applicable to common stockholders pursuant to the provisions of Statement of Financial Accounting Standards ASC Topic 260. Basic earnings (loss) per common share is calculated by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding and to be issued during each period. The calculation of diluted earnings per common share is similar to that of basic earnings per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, such as those issuable upon the exercise of stock options, warrants, and the conversion of debt were issued during the period. | |||||||||
Since Milestone had net losses for 2014, the assumed effects of the exercise of outstanding stock options and warrants were not included in the calculation as their effect would have been anti-dilutive. Such outstanding options and warrants totaled 1,488,796 at December 31, 2014. | |||||||||
Use of Estimates | 17. Use of Estimates | ||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the allowance for doubtful accounts, inventory valuation, and cash flow assumptions regarding evaluations for impairment of long-lived assets and valuation allowances on deferred tax assets. Actual results could differ from those estimates. | |||||||||
Fair Value of Financial Instruments | 18. Fair Value of Financial Instruments | ||||||||
Fair Value Measurements: We follow the provisions of ASC 820, Fair Value Measurements and Disclosures related to financial assets and liabilities that are being measured and reported on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). We are required to classify fair value measurements in one of the following categories: | |||||||||
Level 1 inputs which are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||
Level 2 inputs which are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. | |||||||||
Level 3 inputs are defined as unobservable inputs for the assets or liabilities. | |||||||||
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||
Stock-Based Compensation | 19. Stock-Based Compensation | ||||||||
Milestone accounts for stock-based compensation under ASC Topic 718, Share-Based Payment. ASC Topic 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations over the service period, as an operating expense, based on the grant-date fair values. | |||||||||
The weighted-average fair value of the options granted during 2014 and 2013 was estimated as $2.18 and $1.62, respectively, on the date of grant. The fair value for 2014 and 2013 was determined using the Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Volatility | 149 | % | 168 | % | |||||
Risk-free interest rate | 1.62 | % | 1.37 | % | |||||
Expected life | 5 years | 5 years | |||||||
Dividend yield | 0 | % | 0 | % | |||||
Forfeiture Rate | 6 | % | 6 | % | |||||
Recent Accounting Pronouncements | 20. Recent Accounting Pronouncements | ||||||||
On May 28, 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2014-10, Revenue from Contracts with Customers. The objective of this update is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. This standard update contains principles that the Company will apply to determine the measurement of revenue and timing of when it is recognized. The Company will adopt this guidance effective January 1, 2017, and is currently assessing the impact it may have on the Company's consolidated financial statements. | |||||||||
In August 2014, the FASB issued authoritative guidance requiring management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Certain additional financial statement disclosures are required if such conditions or events are identified. This guidance is effective for the annual reporting period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this guidance on its financial statements and disclosures. | |||||||||
In November, 2014, the FASB issued Accounting Standards Board Update No. 2014-17: Business Combinations - Pushdown Accounting (“ASU 2014-17”). ASU 2014-17 provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. This new guidance became effective on November 18, 2014. The requirements of ASU 2014-17 did not have any impact on the Company’s financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Weighted Average Assumptions | The fair value for 2014 and 2013 was determined using the Black-Scholes option-pricing model with the following weighted average assumptions | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Volatility | 149 | % | 168 | % | |||||
Risk-free interest rate | 1.62 | % | 1.37 | % | |||||
Expected life | 5 years | 5 years | |||||||
Dividend yield | 0 | % | 0 | % | |||||
Forfeiture Rate | 6 | % | 6 | % | |||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Summary of Inventory | December 31 | ||||||||
2014 | 2013 | ||||||||
Inventories consist of the following: | |||||||||
Finished Goods | $ | 2,466,829 | $ | 1,186,376 | |||||
Component parts and other materials | 30,270 | 135,276 | |||||||
$ | 2,497,099 | $ | 1,321,652 | ||||||
Investment_in_Joint_Venture_Ta
Investment in Joint Venture (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity Method Investments And Joint Ventures [Abstract] | |||||||||
Condensed Financial Information of Joint Ventures | The following condensed financial information of Milestone Medical Inc., Medical Joint Venture, and 49.98% ownership of Milestone at December 31, 2014 and 2013, respectively is as follows: | ||||||||
Milestone Medical Inc Financial Information | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Current Assets | $ | 1,582,415 | $ | 2,258,809 | |||||
Non Current Assets | 1,593,737 | 1,561,130 | |||||||
Total Assets | $ | 3,176,152 | $ | 3,819,939 | |||||
Current Liability | $ | 962,655 | $ | 125,962 | |||||
Equity | 2,213,497 | 3,693,977 | |||||||
Total Liability and Equity | $ | 3,176,152 | $ | 3,819,939 | |||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | - | $ | - | |||||
Operation expenses | 1,896,784 | 1,019,606 | |||||||
Net Loss | $ | (1,896,784 | ) | $ | (1,019,606 | ) | |||
Furniture_Fixtures_and_Equipme1
Furniture, Fixtures and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Furniture Fixtures and Equipment | |||||||||
December 31 | |||||||||
2014 | 2013 | ||||||||
Furniture, Fixtures and Equipment consist of the following: | |||||||||
Leasehold improvements | $ | 24,734 | $ | 22,317 | |||||
Office furniture and equipment | 122,198 | 96,703 | |||||||
Molds | 7,200 | 7,200 | |||||||
Trade show displays | 89,395 | 89,395 | |||||||
Computers and software | 166,272 | 190,027 | |||||||
Tooling equipment-STA & Wand | 31,477 | 31,477 | |||||||
STA Trials Instruments | 63,752 | 63,752 | |||||||
Total | 505,027 | 500,871 | |||||||
Less accumulated depreciation | (416,210 | ) | (476,884 | ) | |||||
$ | 88,818 | $ | 23,988 | ||||||
Stock_Option_Plans_Tables
Stock Option Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Summary of Option Activity for Employees and Non-Employees | |||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||
of | Averaged | Average | Intrinsic | ||||||||||||||
Options | Exercise | Remaining | Options | ||||||||||||||
Price $ | Contractual | Value $ | |||||||||||||||
Life (Years) | |||||||||||||||||
Outstanding, January 1, 2013 | 1,283,741 | 0.79 | 3.07 | - | |||||||||||||
Granted | 309,090 | 1.62 | 5 | - | |||||||||||||
Exercised | (56,666 | ) | - | - | - | ||||||||||||
Forfeited or expired | (51,666 | ) | 0.99 | - | - | ||||||||||||
Outstanding, December 31, 2013 | 1,484,499 | 1.03 | 2.88 | - | |||||||||||||
Exercisable, December 31, 2013 | 1,115,006 | 0.99 | 2.41 | - | |||||||||||||
Granted | 390,470 | 2.25 | 4.87 | ||||||||||||||
Exercised during 2014 | (312,293 | ) | 0.93 | - | - | ||||||||||||
Forfeited or expired | (90,546 | ) | 1.3 | - | - | ||||||||||||
Outstanding, December 31, 2014 | 1,472,130 | 0.79 | 3.23 | 1,430,231 | |||||||||||||
Exercisable, December 31, 2014 | 1,036,185 | 1.1 | 2.75 | 1,244,074 | |||||||||||||
Number | Weighted | ||||||||||||||||
of | Averaged | ||||||||||||||||
Options | Exercise | ||||||||||||||||
Price $ | |||||||||||||||||
VESTED OPTIONS | |||||||||||||||||
Outstanding, January 1, 2013 | 849,066 | 0.81 | |||||||||||||||
Exercised | (56,666 | ) | - | ||||||||||||||
Vested Options | 369,272 | 1.19 | |||||||||||||||
Forfeited | (46,666 | ) | 0.96 | ||||||||||||||
Outstanding, December 31, 2013 | 1,115,006 | 0.97 | |||||||||||||||
Exercised | (312,293 | ) | 0.93 | ||||||||||||||
Vested Options | 324,018 | 1.45 | |||||||||||||||
Forfeited | (90,546 | ) | 1.3 | ||||||||||||||
Outstanding, December 31, 2014 | 1,036,185 | 1.11 | |||||||||||||||
NONVESTED OPTIONS | |||||||||||||||||
Nonvested, January 1, 2013 | 434,675 | 0.91 | |||||||||||||||
Granted | 309,090 | 1.62 | |||||||||||||||
Vested | (369,272 | ) | 1.19 | ||||||||||||||
Forfeited | (5,000 | ) | 1 | ||||||||||||||
Nonvested, December 31, 2013 | 369,493 | 1.22 | |||||||||||||||
Granted | 390,470 | 2.18 | |||||||||||||||
Vested | (324,018 | ) | 1.45 | ||||||||||||||
Forfeited | - | - | |||||||||||||||
Nonvested, December 31, 2014 | 435,945 | 1.87 | |||||||||||||||
A summary of option activity for non-employees under the plans as of December 31, 2014 and 2013, and changes during the year ended is presented below: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Averaged | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Options | |||||||||||||||
Price $ | Contracted | Value $ | |||||||||||||||
Life (years) | |||||||||||||||||
Outstanding, January 1, 2013 | 239,999 | 1.56 | 1.32 | - | |||||||||||||
Exercisable, December 31, 2013 | 234,442 | 1.57 | - | - | |||||||||||||
Forfeited | (66,667 | ) | 2.5 | - | - | ||||||||||||
Outstanding, December 31, 2013 | 173,332 | 0.48 | 0.59 | 210,833 | |||||||||||||
Exercisable, December 31, 2013 | 173,332 | 0.48 | 0.59 | 201,833 | |||||||||||||
Forfeited | 5,000 | 1.15 | - | - | |||||||||||||
Outstanding, December 31, 2014 | 16,666 | 1.27 | 0.62 | 17,166 | |||||||||||||
Exercisable, December 31, 2014 | 1,666 | 1.24 | 0.62 | 1,716 | |||||||||||||
Number | Weighted | ||||||||||||||||
of | Averaged | ||||||||||||||||
Options | Exercise | ||||||||||||||||
Price $ | |||||||||||||||||
VESTED OPTIONS | |||||||||||||||||
Outstanding, January 1, 2013 | 234,442 | 1.57 | |||||||||||||||
Vested | 5,557 | 1.27 | |||||||||||||||
Forfeited | 667 | 2.5 | |||||||||||||||
Outstanding, December 31, 2013 | 173,332 | 0.48 | |||||||||||||||
Exercised | 15,166 | 0.38 | |||||||||||||||
Forfeited | 5,000 | - | |||||||||||||||
Outstanding, December 31, 2014 | 16,666 | 1.27 | |||||||||||||||
NONVESTED OPTIONS | |||||||||||||||||
Nonvested January 1, 2013 | 5,557 | 1.27 | |||||||||||||||
Vested during 2013 | -5,557 | 1.27 | |||||||||||||||
Outstanding, December 31, 2014 | - | - | |||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Summary of Deferred Tax Attributes and Tax Bases of Assets and Liabilities | Deferred tax attributes resulting from differences between financial accounting amounts and tax bases of assets and liabilities at December 31, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | ||||||||
Current Assets | |||||||||
Allowance for doubtful accounts-short term | $ | 2,000 | $ | 2,000 | |||||
Inventory allowance | - | - | |||||||
Warranty reserve | 12,000 | 10,000 | |||||||
Impairment of Germany Investment | - | 31,000 | |||||||
Deferred officers compensation | 392,000 | 725,000 | |||||||
Subtotal | 406,000 | 768,000 | |||||||
Valuation allowance | (406,000 | ) | (768,000 | ) | |||||
Current deferred tax asset | $ | - | $ | - | |||||
Non-current assets | |||||||||
Allowance for doubtful accounts-long term | $ | - | $ | - | |||||
Net operating loss carryforward | 15,686,000 | 14,855,000 | |||||||
Subtotal | 15,686,000 | 14,855,000 | |||||||
Valuation allowance | (15,686,000 | ) | (14,855,000 | ) | |||||
Non-current deferred tax asset | $ | - | $ | - | |||||
Reconciliation of the Statutory Tax Rates | A reconciliation of the statutory tax rates for the years ended December 31, is as follows: | ||||||||
2014 | 2013 | ||||||||
Statutory rate | (34 | )% | (34 | )% | |||||
State income tax - all states | (6 | )% | (6 | )% | |||||
(40 | )% | (40 | )% | ||||||
Current year valuation allowance | 40 | % | 40 | % | |||||
Benefit for income taxes | 0 | % | 0 | % | |||||
Product_Sales_and_Significant_1
Product Sales and Significant Customers and Vendors (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Product Sales And Significant Customers And Vendors [Abstract] | ||||||||||||||
Sales by Product and by Geographical Region | Milestone’s sales by product and by geographical region are as follows: | |||||||||||||
Year End December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Instruments | $ | 2,569,102 | $ | 2,672,026 | ||||||||||
Handpieces | 7,627,140 | 7,294,810 | ||||||||||||
Other | 136,848 | 44,584 | ||||||||||||
$ | 10,333,090 | $ | 10,011,420 | |||||||||||
United States | $ | 4,655,648 | $ | 5,299,552 | ||||||||||
Canada | 100,321 | 553,984 | ||||||||||||
Other foreign | 5,577,121 | 4,157,884 | ||||||||||||
$ | 10,333,090 | $ | 10,011,420 | |||||||||||
Commitments_and_Other_Tables
Commitments and Other (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Aggregate Minimum Rental Commitments | Aggregate minimum rental commitments under noncancelable operating leases are as follows: | ||||
Year Ending December 31, | |||||
2015 | $ | 114,985 | |||
2016 | 114,985 | ||||
2017 | 114,985 | ||||
2018 | 109,020 | ||||
2019 | 54,510 | ||||
$ | 508,485 | ||||
Organization_Business_and_Basi1
Organization, Business and Basis of Presentation (Details) (Wand Dental Inc.) | Jul. 01, 2014 |
Wand Dental Inc. | |
Organization Business And Basis Of Presentation [Line Items] | |
Ownership percentage of subsidiary acquired | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Ownership percentage attributable to Milestone | 49.90% | 49.90% | ||
Warranty expense | $79,017 | $97,234 | ||
Non-Warranty repair income | 60,473 | 118,344 | ||
Joint venture owned by the entity | 49.98% | 49.98% | ||
Common stock, shares issued | 21,404,494 | 21,404,494 | 17,759,540 | |
Gain on Dilutive Effect on Medical Joint Venture stock issuance | 1,363,650 | |||
Purchase of additional shares | 995,000 | |||
Purchase of additional shares, value | 447,750 | |||
Purchase of additional shares, price per share | $0.45 | $0.45 | ||
Long-lived assets for impairment | 0 | 0 | ||
Advertising expenses | 26,569 | 30,104 | ||
Weighted-average fair value of the individual options granted | $2.18 | $1.62 | ||
Options | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Outstanding options and warrants | 1,488,796 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 5 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 7 years | |||
Milestone China | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Joint venture owned by the entity | 40.00% | |||
Investment in joint venture | 348,651 | 348,651 | 1,000,000 | |
Distributor price per instrument | $1,295 | |||
Loss on Joint Ventures | ($810) | ($2,025) | ||
Percentage of gain/loss on joint venture | 40.00% | |||
ACS | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Ownership percentage attributable to Milestone | 70.00% | 70.00% | ||
Minority interest recorded as noncontrolling interest | 30.00% | 30.00% | ||
Milestone Medical Inc | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Joint venture owned by the entity | 50.00% | 50.00% | 45.50% | |
Common stock, shares issued | 2,000,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Weighted average assumptions | ||
Volatility | 149.00% | 168.00% |
Risk-free interest rate | 1.62% | 1.37% |
Expected life | 5 years | 5 years |
Dividend yield | 0.00% | 0.00% |
Forfeiture Rate | 6.00% | 6.00% |
Accounts_Receivable_Details
Accounts Receivable (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
Due period for credit sales | 60 days |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of inventory | ||
Finished Goods | $2,466,829 | $1,186,376 |
Component parts and other materials | 30,270 | 135,276 |
Total | $2,497,099 | $1,321,652 |
Advances_on_Contracts_Details_
Advances on Contracts (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Advances To Contract Manufacturer [Line Items] | ||
Advances to contract manufacturer | $2,308,352 | $721,197 |
Outstanding accounts payable | 37,000 | 113,873 |
STA parts | ||
Advances To Contract Manufacturer [Line Items] | ||
Parts operations charged off due to high cost and of producing additional instruments | $60,000 |
Investment_in_Joint_Ventures_D
Investment in Joint Ventures (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Mar. 31, 2013 | Mar. 31, 2011 | |
Instruments | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Joint venture owned by the entity | 49.98% | 49.98% | |||||
Sale of stock, price per share | $0.45 | $0.45 | |||||
Purchase of additional shares | 995,000 | ||||||
Purchase of additional shares, value | $447,750 | ||||||
Investment in Milestone Medical Inc | 888,720 | 888,720 | |||||
Chief Executive Officer | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Loan from parent company CEO | 50,000 | ||||||
Medical Joint Venture | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Contribution of Milestone in joint venture | 1,500,000 | ||||||
Instrument inception period | 30 months | ||||||
Contingency associated with the return of capital to Beijing 3H | 0 | 0 | |||||
Capital contribution | 1,500,000 | 1,500,000 | |||||
Joint venture owned by the entity | 50.00% | ||||||
Contribution of Milestone in joint venture | 349,000 | 349,000 | |||||
Number Of Development Of Instruments | 2 | ||||||
Sale of stock, number of shares | 2,000,000 | ||||||
Sale of stock, price per share | $0.45 | $1.50 | $0.45 | $1.50 | |||
Sale of stock, value | 3,000,000 | ||||||
Net proceeds received in joint venture | 2,363,000 | ||||||
Percentage of ownership after transaction | 49.98% | 49.98% | 50.00% | ||||
Purchase of additional shares | 995,000 | ||||||
Purchase of additional shares, value | 447,750 | ||||||
Loss on Earnings from joint venture | -891,500 | -924,363 | |||||
Legal expenses related to marketing clearance | 249,966 | 225,979 | |||||
Reimbursable expense included in account receivable, net | 125,144 | 125,144 | |||||
Loss on Joint Ventures | -1,896,784 | -1,019,606 | |||||
Investment in joint venture | 888,720 | 924,115 | 888,720 | 924,115 | |||
Medical Joint Venture | 2013 Operations | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Loss on Earnings from joint venture | -509,803 | ||||||
Medical Joint Venture | Private Placement | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Percentage of ownership before transaction | 50.00% | ||||||
Percentage of ownership after transaction | 45.50% | ||||||
Gain on dilution effect | 1,363,650 | ||||||
Education Joint Venture | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Loss on Earnings from joint venture | -17,890 | -7,918 | |||||
Loss on Joint Ventures | 35,779 | 15,836 | |||||
Percentage of gain/loss on joint venture | 50.00% | 50.00% | |||||
Investment in joint venture | 24,192 | 42,082 | 24,192 | 42,082 | |||
Milestone China | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Joint venture owned by the entity | 40.00% | ||||||
Loss on Joint Ventures | -810 | -2,025 | |||||
Percentage of gain/loss on joint venture | 40.00% | ||||||
Investment in joint venture | 348,651 | 348,651 | 1,000,000 | ||||
Distributor price per instrument | $1,295 | ||||||
Milestone China | Net Income Loss | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Loss on Joint Ventures | ($2,025) |
Investment_in_Joint_Ventures_D1
Investment in Joint Ventures (Details) (Medical Joint Venture, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Medical Joint Venture | ||
Schedule Of Equity Method Investments [Line Items] | ||
Current Assets | $1,582,415 | $2,258,809 |
Non Current Assets | 1,593,737 | 1,561,130 |
Total Assets | 3,176,152 | 3,819,939 |
Current Liability | 962,655 | 125,962 |
Equity | 2,213,497 | 3,693,977 |
Total Liability and Equity | 3,176,152 | 3,819,939 |
Operation expenses | 1,896,784 | 1,019,606 |
Net Loss | ($1,896,784) | ($1,019,606) |
Furniture_Fixtures_and_Equipme2
Furniture, Fixtures and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Furniture, Fixtures and Equipment consist of the following: | ||
Total | $505,027 | $500,871 |
Less accumulated depreciation | -416,210 | -476,884 |
Furniture, fixtures and equipment net | 88,818 | 23,988 |
Leasehold Improvements | ||
Furniture, Fixtures and Equipment consist of the following: | ||
Total | 24,734 | 22,317 |
Office Furniture and Equipment | ||
Furniture, Fixtures and Equipment consist of the following: | ||
Total | 122,198 | 96,703 |
Molds | ||
Furniture, Fixtures and Equipment consist of the following: | ||
Total | 7,200 | 7,200 |
Trade Show Displays | ||
Furniture, Fixtures and Equipment consist of the following: | ||
Total | 89,395 | 89,395 |
Computers and Software | ||
Furniture, Fixtures and Equipment consist of the following: | ||
Total | 166,272 | 190,027 |
Tooling Equipment-STA & Wand | ||
Furniture, Fixtures and Equipment consist of the following: | ||
Total | 31,477 | 31,477 |
STA Trials Instruments | ||
Furniture, Fixtures and Equipment consist of the following: | ||
Total | $63,752 | $63,752 |
Furniture_Fixtures_and_Equipme3
Furniture, Fixtures and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $17,380 | $18,176 |
Patents_Details
Patents (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization Expenses | $78,458 | $77,947 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Method Used for Amortization | Straight-Line Method | |
Weighted average amortization period | 12 years | |
Amortization Expenses | 78,458 | 77,947 |
Estimated Amortization Expenses for Next 12 Months | 79,000 | |
Estimated Amortization Expenses for Year 2 | 79,000 | |
Estimated Amortization Expenses for Year 3 | 79,000 | |
Estimated Amortization Expenses for Year 4 | 79,000 | |
Estimated Amortization Expenses for Year 5 | $79,000 | |
Patents | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life of Patents | 20 years | |
Patents | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life of Patents | 10 years |
Line_of_Credit_and_Notes_Payab1
Line of Credit and Notes Payable (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Aug. 08, 2013 | Dec. 31, 2014 | Dec. 31, 2008 | |
Debt Disclosure [Abstract] | |||
Borrowed from shareholder | $450,000 | ||
Extended due date for loan borrowed | 5-Jan-15 | ||
Interest rate | 12.00% | ||
Long term loan converted into common stock | 450,000 | ||
Interest converted into common stock | $410,081 | ||
Converted common stock | 614,344 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders Equity [Line Items] | ||
Common stock issued for payment of consulting services to settle accounts payable, shares | 147,731 | 312,956 |
Common stock issued for payment of consulting services to settle accounts payable | $274,500 | $400,000 |
Common stock issued for conversion, shares | 614,344 | |
Common stock issued for conversion, value | 860,080 | |
Exercise of stock options, shares | 75,000 | 56,666 |
Common stock issued for exercise of stock options to two independent directors | 34,600 | |
Common stock issued for exercise of stock options to three independent directors | 41,250 | |
Common stock issued for exercise of stock options to employees | 250,531 | |
Common stock issued for exercise of stock options to consultants | 56,916 | |
Issuance of common stock for cash, shares | 135,714 | |
Issuance of common stock for cash | 9,449,683 | 200,000 |
Common stock to be issued to employee for bonuses, shares | 112,131 | 204,222 |
Common stock to be issued to employee for bonuses | 226,750 | 312,000 |
Shares reserved for future issuance | 2,443,749 | 3,497,761 |
Shares reserved for future issuance | 974,953 | 1,839,930 |
Other Stock Options and Warrants | ||
Stockholders Equity [Line Items] | ||
Shares reserved for future issuance | 1,488,796 | 1,657,831 |
Series A | ||
Stockholders Equity [Line Items] | ||
Stock issued during period shares to investor | 2,000,000 | |
Stock issued during period value to investor. | 10,000,000 | |
Director | ||
Stockholders Equity [Line Items] | ||
Common stock issued for compensation, shares | 30,000 | 39,129 |
Common stock issued for compensation, value | 55,200 | 45,000 |
Employees | ||
Stockholders Equity [Line Items] | ||
Common stock issued for compensation, shares | 26,156 | 37,425 |
Common stock issued for compensation, value | $46,041 | $47,500 |
Exercise of stock options, shares | 237,293 | |
Consultants | ||
Stockholders Equity [Line Items] | ||
Exercise of stock options, shares | 151,666 |
Stock_Option_Plans_Details_Tex
Stock Option Plans (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2007 | Dec. 31, 2013 | Nov. 30, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2004 | Jun. 30, 2011 | |
Instruments | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares authorized, amount | $2,000,000 | ||||||
Percentage on registration rights | 90.00% | ||||||
Chief Executive Officer | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percentage on registration rights | 110.00% | ||||||
Options reserved for a special bonus | 666,667 | ||||||
Purchase order Period | 3 years | ||||||
STA Instruments and related handpieces | 12,000 | ||||||
Sale order Period | 4 years | ||||||
Options vested | 73,333 | ||||||
Options cancelled | 593,334 | ||||||
Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options exercisable from the grant date | 3 years | ||||||
Expired period | 5 years | ||||||
2004 Stock Option Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Grant of options to purchase common stock | 750,000 | ||||||
Performance Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Options, Granted | 73,333 | ||||||
2011 Stock Option Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Options, Granted | 2,000,000 | ||||||
Employee Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Options, Granted | 390,470 | 309,090 | |||||
Milestone recognized total compensation cost | 429,131 | 219,196 | |||||
Total unrecognized compensation cost related to non-vested options | 400,212 | 569,641 | 400,212 | ||||
Milestone recognize cost over a weighted average period | 3 years 2 months 23 days | 1 year 7 months 6 days | |||||
Nonvested Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Options, Granted | 390,470 | 309,090 | |||||
Options vested | -324,018 | -369,272 | |||||
Nonvested Options | Option Activity for Non-Employees | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Options, Granted | 0 | 0 | |||||
Options vested | -5,557 | ||||||
Milestone recognized total compensation cost | 0 | 0 |
Stock_Option_Plans_Details
Stock Option Plans (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Exercised | -75,000 | -56,666 | |
Exercise of stock options, shares | 75,000 | 56,666 | |
Option Activity for Non-Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 173,332 | 239,999 | |
Number of Options, Forfeited or expired | 5,000 | -66,667 | |
Number of Options, Ending Balance | 16,666 | 173,332 | 239,999 |
Number of Options, Exercisable, Ending Balance | 1,666 | 173,332 | 234,442 |
Weighted Averaged Exercise Price, Beginning Balance | $0.48 | $1.56 | |
Weighted Averaged Exercise Price, Ending Balance | $1.27 | $0.48 | $1.56 |
Weighted Averaged Exercise Price, Exercisable, Ending Balance | $1.24 | $0.48 | $1.57 |
Weighted Average Remaining Contractual Life (Years), Outstanding | 7 months 13 days | 7 months 2 days | 1 year 3 months 26 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 7 months 13 days | 7 months 2 days | |
Aggregate Intrinsic Options Value, Beginning Balance | $210,833 | ||
Aggregate Intrinsic Options Value, Exercisable, Beginning Balance | 201,833 | ||
Aggregate Intrinsic Options Value, Ending Balance | 17,166 | 210,833 | |
Aggregate Intrinsic Options Value, Exercisable, Ending Balance | 1,716 | 201,833 | |
Number of Options, Exercisable, Beginning Balance | 173,332 | 234,442 | |
Weighted Averaged Exercise Price, Exercisable, Beginning Balance | $0.48 | $1.57 | |
Weighted Averaged Exercise Price, Forfeited | $1.15 | $2.50 | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 1,484,499 | 1,283,741 | |
Number of Options, Granted | 390,470 | 309,090 | |
Number of Options, Exercised | -312,293 | -56,666 | |
Number of Options, Forfeited or expired | -90,546 | -51,666 | |
Number of Options, Ending Balance | 1,472,130 | 1,484,499 | 1,283,741 |
Number of Options, Exercisable, Ending Balance | 1,036,185 | 1,115,006 | |
Weighted Averaged Exercise Price, Beginning Balance | $1.03 | $0.79 | |
Weighted Averaged Exercise Price, Granted | $2.25 | $1.62 | |
Weighted Averaged Exercise Price, Exercised | $0.93 | ||
Weighted Averaged Exercise Price, Forfeited or expired | $1.30 | $0.99 | |
Weighted Averaged Exercise Price, Ending Balance | $0.79 | $1.03 | $0.79 |
Weighted Averaged Exercise Price, Exercisable, Ending Balance | $1.10 | $0.99 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 2 years 10 months 17 days | 3 years 26 days | 3 years 7 months 13 days |
Weighted Average Remaining Contractual Life (Years), Granted | 5 years | 4 years 4 months 17 days | |
Weighted Average Remaining Contractual Life (Years), Exercisable | 2 years 4 months 28 days | 2 years 5 months 5 days | |
Aggregate Intrinsic Options Value, Ending Balance | 1,430,231 | ||
Aggregate Intrinsic Options Value, Exercisable, Ending Balance | $1,244,074 | ||
Number of Options, Exercisable, Beginning Balance | 1,115,006 | ||
Weighted Averaged Exercise Price, Exercisable, Beginning Balance | $0.99 | ||
Exercise of stock options, shares | 312,293 | 56,666 | |
Vested Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 1,115,006 | 849,066 | |
Number of Options, Exercised | -312,293 | -56,666 | |
Number of Options, Ending Balance | 1,036,185 | 1,115,006 | |
Weighted Averaged Exercise Price, Beginning Balance | $0.97 | $0.81 | |
Weighted Averaged Exercise Price, Exercised | $0.93 | ||
Weighted Averaged Exercise Price, Forfeited or expired | $1.30 | $0.96 | |
Weighted Averaged Exercise Price, Ending Balance | $1.11 | $0.97 | |
Number of Options, Vested | 324,018 | 369,272 | |
Number of Options, Forfeited | -90,546 | -46,666 | |
Weighted Averaged Exercise Price, Vested | $1.45 | $1.19 | |
Exercise of stock options, shares | 312,293 | 56,666 | |
Vested Options | Option Activity for Non-Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 173,332 | 234,442 | |
Number of Options, Exercised | -15,166 | ||
Number of Options, Forfeited or expired | 5,000 | 667 | |
Number of Options, Ending Balance | 16,666 | 173,332 | |
Weighted Averaged Exercise Price, Beginning Balance | $0.48 | $1.57 | |
Weighted Averaged Exercise Price, Exercised | $0.38 | ||
Weighted Averaged Exercise Price, Forfeited or expired | $2.50 | ||
Weighted Averaged Exercise Price, Ending Balance | $1.27 | $0.48 | |
Number of Options, Vested | 5,557 | ||
Weighted Averaged Exercise Price, Vested | $1.27 | ||
Exercise of stock options, shares | 15,166 | ||
Nonvested Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 369,493 | 434,675 | |
Number of Options, Granted | 390,470 | 309,090 | |
Number of Options, Ending Balance | 435,945 | 369,493 | |
Weighted Averaged Exercise Price, Beginning Balance | $1.22 | $0.91 | |
Weighted Averaged Exercise Price, Granted | $2.18 | $1.62 | |
Weighted Averaged Exercise Price, Forfeited or expired | $1 | ||
Weighted Averaged Exercise Price, Ending Balance | $1.87 | $1.22 | |
Number of Options, Vested | -324,018 | -369,272 | |
Number of Options, Forfeited | -5,000 | ||
Weighted Averaged Exercise Price, Vested | $1.45 | $1.19 | |
Nonvested Options | Option Activity for Non-Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 5,557 | ||
Number of Options, Granted | 0 | 0 | |
Weighted Averaged Exercise Price, Beginning Balance | $1.27 | ||
Number of Options, Vested | -5,557 | ||
Weighted Averaged Exercise Price, Vested | $1.27 |
Employment_Contract_and_Deferr1
Employment Contract and Deferred Compensation (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | |||
Exercisable share | 90.00% | ||
Chief Executive Officer | |||
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | |||
Chief executive officer employment agreement period | 5 years | ||
Chief executive officer automatic extended employment agreement period | 1 year | ||
Employment Contracts | 31-Dec-12 | ||
Base compensation | $300,000 | ||
Earn bonus | five-year stock options to purchase twice the number of bonus shares earned. | ||
Exercisable share | 110.00% | ||
Greater stockholder on the date of grant | 10.00% | ||
Option shall vest | one-third of the shares covered at the end of each of the first three years | ||
Options exercisable period | 30 days | ||
Payment of common stock | 630,985 | 1,408,333 | |
Accrued deferred compensation | 706,716 | 1,306,716 | |
Chief Executive Officer | Before Amendment | |||
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | |||
Employment agreement remaining term | 40 months | ||
Chief Executive Officer | After Amendment | |||
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | |||
Employment agreement remaining term | 120 months | ||
Chief Executive Officer | Maximum | |||
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | |||
Annual bonuses, one half cash, one half common stock | $400,000 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $0 | $0 |
Percentage of valuation allowance | 100.00% | |
Significant accounting income tax uncertainties | 0 | |
Interest and penalties | 0 | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carryforward, expiration date | 31-Dec-32 | |
Net operating loss | 46,379,000 | 43,596,000 |
State | ||
Income Taxes [Line Items] | ||
Net operating loss carryforward, expiration date | 31-Dec-29 | |
Net operating loss | $2,968,000 | $515,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Allowance for doubtful accounts-short term | $2,000 | $2,000 |
Warranty reserve | 12,000 | 10,000 |
Impairment of Germany Investment | 31,000 | |
Deferred officers compensation | 392,000 | 725,000 |
Subtotal | 406,000 | 768,000 |
Valuation allowance | -406,000 | -768,000 |
Non-current assets | ||
Net operating loss carryforward | 15,686,000 | 14,855,000 |
Subtotal | 15,686,000 | 14,855,000 |
Valuation allowance | ($15,686,000) | ($14,855,000) |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the statutory tax rates | ||
Statutory rate | -34.00% | -34.00% |
State income tax - all states | -6.00% | -6.00% |
Change in valuation allowance | -40.00% | -40.00% |
Current year valuation allowance | 40.00% | 40.00% |
Benefit for income taxes | 0.00% | 0.00% |
Product_Sales_and_Significant_2
Product Sales and Significant Customers and Vendors (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Product Information [Line Items] | ||
Total sales | $10,333,090 | $10,011,420 |
United States | ||
Product Information [Line Items] | ||
Total sales | 4,655,648 | 5,299,552 |
Canada | ||
Product Information [Line Items] | ||
Total sales | 100,321 | 553,984 |
Other Foreign | ||
Product Information [Line Items] | ||
Total sales | 5,577,121 | 4,157,884 |
Handpieces | ||
Product Information [Line Items] | ||
Total sales | 7,627,140 | 7,294,810 |
Instruments | ||
Product Information [Line Items] | ||
Total sales | 2,569,102 | 2,672,026 |
Other | ||
Product Information [Line Items] | ||
Total sales | $136,848 | $44,584 |
Product_Sales_and_Significant_3
Product Sales and Significant Customers and Vendors (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2014 | |
Entity Wide Information Revenue From External Customer [Line Items] | |||
Concentration risk percentage | 45.00% | 42.00% | |
Accounts receivable current and noncurrent percentage | 69.00% | 48.00% | |
Sales Revenue, Goods, Net | Customer One | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Concentration risk percentage | 17.00% | 21.00% | |
Sales Revenue, Goods, Net | Customer Two | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Concentration risk percentage | 28.00% | 21.00% | |
Customer Concentration Risk | Sales Revenue, Goods, Net | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Number of customers | 2 | 2 | |
Customer Concentration Risk | Accounts Receivable | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Number of customers | 2 | 1 | |
Accounts receivable | 1,100,000 | 732,762 | |
Instruments | Supplier Concentration Risk | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Purchase from suppliers | 948,024 | 457,600 | |
Concentration risk percentage | 26.00% | 13.00% | |
China | Cost of Goods, Total | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Purchase from suppliers | 2,698,043 | 3,026,041 | |
Concentration risk percentage | 74.00% | 87.00% | |
Minimum | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Rate of shareholder of the company | 5.00% |
Commitments_and_Other_Details_
Commitments and Other (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2013 | Jan. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2015 | |
Agreement | Instruments | sqft | |||
Long Term Purchase Commitment [Line Items] | |||||
Monthly cost | $9,085 | ||||
Area of office space | 5,893 | ||||
Lease expiration date | 30-Jun-19 | ||||
Rent expense | 42,785 | 41,653 | |||
Restricted Common Stock | 43,424 | ||||
Cash payable | 145,000 | ||||
Additional payment received by using technology | 2.50% | ||||
Additional payment received by using other technology | 5.00% | ||||
Consulting fees | 43,290 | 99,450 | |||
Issue of purchase order to Tricor Instruments | 12,000 | ||||
Purchase order | 5,261,640 | ||||
Number of Agreement Between Shareholder and Company | 3 | ||||
Servicing Fees | 100,000 | ||||
Joint venture owned by the entity | 49.98% | ||||
Line of credit agreement | 2,000,000 | ||||
Line of credit agreement, interest rate | 3.25% | ||||
Subsequent Event | |||||
Long Term Purchase Commitment [Line Items] | |||||
Line of credit agreement | 200,000 | ||||
STA Instruments | |||||
Long Term Purchase Commitment [Line Items] | |||||
Delivery period | 3 years | ||||
Director | |||||
Long Term Purchase Commitment [Line Items] | |||||
Options to purchase common stock issued | 8,333 | ||||
Director's royalty fees | $404,828 | $357,972 |
Commitments_and_Other_Details
Commitments and Other (Details) (USD $) | Dec. 31, 2014 |
Aggregate minimum rental commitments | |
2015 | $114,985 |
2016 | 114,985 |
2017 | 114,985 |
2018 | 109,020 |
2019 | 54,510 |
Total | $508,485 |