Cogentix Medical 10-Q 13 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 06, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	COGENTIX MEDICAL INC /DE/
Entity Central Index Key	894,237
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		60,905,666
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 15,375,756	$ 9,369,624
Short-term investments	10,656,566	13,573,057
Accounts receivable, net	7,178,811	6,770,838
Inventories	7,375,504	7,235,043
Other	987,982	571,527
Total current assets	41,574,619	37,520,089
Property, plant, and equipment, net	2,466,344	2,115,316
Goodwill	19,150,849	18,749,888
Other intangible assets, net	7,969,736	9,482,578
Long-term investments	719,417	5,344,004
Equity method investment	2,000,000	0
Deferred tax assets and other	160,716	163,427
Total assets	74,041,681	73,375,302
Current liabilities:
Accounts payable	2,051,979	2,689,035
Income taxes payable	249,690	113,191
Note payable	198,174	0
Accrued liabilities:
Compensation	3,889,783	4,670,640
Deferred revenue	759,786	597,524
Accrued legal fees	56,241	34,667
Accrued foreign and domestic sales tax/VAT	476,355	327,992
Accrued employee expenses	92,134	88,557
Accrued vendor payables, Current	826,614	190,000
Other	358,434	197,056
Total current liabilities	8,959,190	8,908,662
Accrued pension liability	244,940	308,918
Deferred rent	600,092	639,019
Note payable - long term	289,387	0
Other	329,549	278,780
Total liabilities	10,423,158	10,135,379
Shareholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued or outstanding at September 30, 2017 and December 31, 2016, respectively	0	0
Common stock $0.01 par value; 100,000,000 shares authorized, 60,907,834 and 60,436,548 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	609,080	604,367
Additional paid-in capital	145,660,671	144,430,382
Accumulated deficit	(82,068,028)	(81,005,654)
Accumulated other comprehensive loss	(583,200)	(789,172)
Total shareholders' equity	63,618,523	63,239,923
Total liabilities and shareholders' equity	$ 74,041,681	$ 73,375,302

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Shareholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	60,907,834	60,436,548
Common stock, shares outstanding (in shares)	60,907,834	60,436,548

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Net sales	$ 13,765,065	$ 13,407,611	$ 40,779,414	$ 38,618,826
Cost of goods sold	4,370,408	4,369,574	13,522,655	12,257,933
Gross profit	9,394,657	9,038,037	27,256,759	26,360,893
Operating expenses
General and administrative	2,055,763	1,558,090	6,250,246	5,087,871
Research and development	1,234,468	1,218,669	3,556,977	3,255,603
Selling and marketing	5,697,552	5,203,477	16,699,590	16,272,678
One-time costs	0	(53,887)	0	2,257,654
Amortization of intangible assets	601,604	590,858	1,780,803	1,772,574
Total operating expenses	9,589,387	8,517,207	28,287,616	28,646,380
Operating income (loss)	(194,730)	520,830	(1,030,857)	(2,285,487)
Other income (expense)
Interest income (expense)	56,745	(380,679)	164,678	(1,146,941)
Other income	1,001	0	7,365	0
Foreign currency exchange gain (loss)	3,020	(14,905)	49,213	(40,311)
Total other income (expense)	60,766	(395,584)	221,256	(1,187,252)
Income (loss) before income taxes	(133,964)	125,246	(809,601)	(3,472,739)
Income tax expense	26,125	18,932	141,276	52,122
Net income (loss)	$ (160,089)	$ 106,314	$ (950,877)	$ (3,524,861)
Basic net income (loss) per common share (in dollars per share)	$ 0	$ 0	$ (0.02)	$ (0.14)
Diluted net income (loss) per common share (in dollars per share)	$ 0	$ 0	$ (0.02)	$ (0.14)
Weighted average common shares outstanding:
Basic (in shares)	60,126,357	25,633,172	59,888,906	25,509,584
Diluted (in shares)	60,126,357	25,748,844	59,888,906	25,509,584

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract]
Net income (loss)	$ (160,089)	$ 106,314	$ (950,877)	$ (3,524,861)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	68,184	(4,458)	198,956	(29,080)
Unrealized gain on available-for-sale investments	9,163	0	17,023	0
Pension adjustments	(4,398)	(41)	(10,007)	3,876
Total other comprehensive income (loss), net of tax	72,949	(4,499)	205,972	(25,204)
Comprehensive income (loss)	$ (87,140)	$ 101,815	$ (744,905)	$ (3,550,065)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2016	$ 604,367	$ 144,430,382	$ (81,005,654)	$ (789,172)	$ 63,239,923
Balance (in shares) at Dec. 31, 2016	60,436,548
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation and vesting of restricted stock	$ 4,743	1,126,739	0	0	1,131,482
Share-based compensation and vesting of restricted stock (in shares)	474,336
Proceeds from exercise of stock options, net of shares exchanged	$ (30)	(7,947)	0	0	(7,977)
Proceeds from exercise of stock options, net of shares exchanged (in shares)	(3,050)
Adoption of ASU 2016-09	$ 0	111,497	(111,497)	0	0
Comprehensive loss	0	0	(950,877)	205,972	(744,905)
Balance at Sep. 30, 2017	$ 609,080	$ 145,660,671	$ (82,068,028)	$ (583,200)	$ 63,618,523
Balance (in shares) at Sep. 30, 2017	60,907,834

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (950,877)	$ (3,524,861)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	2,336,095	2,364,673
Share-based compensation expense	1,131,482	440,000
Amortization of premium on available-for-sale securities	95,727	0
Deferred rent	(23,840)	6,836
Amortization of discount on related party debt	0	836,288
Proceeds from restricted stock exchanged for taxes	(17,690)	(57,343)
Other	8,003	(59,048)
Changes in operating assets and liabilities:
Accounts receivable, net	270,965	1,399,070
Inventories	57,344	(1,637,619)
Other current assets	(154,906)	265,395
Accounts payable	(898,771)	394,573
Interest payable	0	261,505
Accrued compensation	(1,035,278)	1,796,568
Accrued liabilities, other	657,950	213,387
Accrued pension liability	(99,389)	(45,463)
Deferred revenue	250,174	220,789
Net cash provided by operating activities	1,626,989	2,874,750
Cash flows from investing activities:
Proceeds from maturity of available-for-sale securities	9,900,000	0
Purchases of available-for-sale securities	(2,438,322)	0
Purchase of equity method investment	(2,000,000)	0
Purchases of property, plant and equipment	(680,416)	(232,331)
Acquisition of business, net of cash acquired	(196,560)	0
Net cash provided by (used in) investing activities	4,584,702	(232,331)
Cash flows from financing activities:
Borrowings from line of credit	3,033,385	2,646,500
Repayments of line of credit	(3,033,385)	(2,646,500)
Payments of note payable	(7,354)	0
Payments of secured borrowings	(180,755)	0
Financing costs	0	(375,839)
Proceeds from exercise of stock options	9,713	0
Net cash used in financing activities	(178,396)	(375,839)
Effect of exchange rates on cash and cash equivalents	(27,163)	(4,949)
Net increase in cash and cash equivalents	6,006,132	2,261,631
Cash and cash equivalents at beginning of period	9,369,624	1,976,594
Cash and cash equivalents at end of period	15,375,756	4,238,225
Supplemental disclosure of cash flow information:
Cash paid during the period for income tax	152,941	35,424
Cash paid during the period for interest	13,741	47,754
Non-cash financing activities:
Note payable issued in conjunction with acquisition of business	617,740	0
Deferred financing costs in AP/Accruals	$ 0	$ 975,061

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 1. Summary of Significant Accounting Policies Basis of Presentation Cogentix Medical, Inc. (the “Company”) is a global medical device company headquartered in Minnetonka, Minnesota, with additional operations in New York, Massachusetts, The Netherlands and the United Kingdom. We design, develop, manufacture and market a robust line of high performance fiberoptic and video endoscopy products under the PrimeSight TM ® ® ® ® We have prepared our Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted, pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information not misleading. The consolidated results of operations for any interim period are not necessarily indicative of results for a full fiscal year. These Condensed Consolidated Financial Statements, presented herein, should be read in conjunction with the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2016. The Condensed Consolidated Financial Statements presented herein as of September 30, 2017 and for the three and nine month periods ended September 30, 2017 and 2016, reflect, in the opinion of management, all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial condition, results of operations and cash flows for the interim periods. We have identified certain accounting policies that we consider particularly important for the portrayal of our results of operations and financial condition and which may require the application of a higher level of judgment by our management, and as a result are subject to an inherent level of uncertainty. These are characterized as “critical accounting policies” and address revenue recognition, accounts receivable, valuation of inventory, foreign currency translation/transactions, the determination of recoverability of long-lived and intangible assets, share-based compensation, defined benefit pension plans and income taxes, each of which is described in our annual report on Form 10-K for the year ended December 31, 2016. Based upon our review, we have determined that these policies remain our most critical accounting policies for the nine months ended September 30, 2017. We have adopted two additional policies during 2017. The first policy is for the adoption of Accounting Standards Update (“ASU”) 2016-09, “ Improvements to Employee Share-Based Payment Accounting Investments – Equity Method and Joint Ventures.”

New Accounting Pronouncements

New Accounting Pronouncements	9 Months Ended
	Sep. 30, 2017
New Accounting Pronouncements [Abstract]
New Accounting Pronouncements	Note 2 . New Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This new standard is effective for annual periods beginning after December 15, 2016, and interim periods within that reporting period. We adopted this standard as of January 1, 2017. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU is in response to diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows and provides guidance on eight specific cash flow classification issues. It will be effective for reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard as of January 1, 2017. The adoption did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-09, “Compensation – Stock Compensation: Scope of Modification Accounting.” This ASU is intended to provide guidance about which changes to the terms or conditions on a share-based payment award require an entity to apply modification accounting. This new standard is effective for annual periods beginning after December 15, 2017, and interim periods within that reporting period. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities” related to the amortization period for certain purchased callable debt securities held at a premium. The amendments shorten the amortization period for the premium to the earliest call date. The amendment is effective for interim and annual periods beginning after December 15, 2018. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In January 2017, the FASB, issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. The standard is effective for us beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The new guidance is not expected to have a material impact on our results of operations and financial position. In February 2016, the FASB issued ASU 2016-2, “Leases”, under which lessees will recognize most leases on-balance sheet. This will generally increase reported assets and liabilities. For public entities, this ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-2 mandates a modified retrospective transition method for all entities. While the Company is still evaluating the timing and impact of the adoption of this guidance on its consolidated financial statements, it anticipates that the adoption could result in an increase in the assets and liabilities recorded on its consolidated balance sheet. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, as amended by ASU 2015-14, “Deferral of Effective Date”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017 including interim reporting periods within that reporting period. The provisions can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We plan to adopt this ASU effective January 1, 2018 using the cumulative-effect adjustment method. The Company has completed the assessment of this ASU on each of our revenue streams and, based on our review of contracts, we believe the impact on our consolidated financial statements will be immaterial. For each of our products, revenue will still be recognized when title passes to the customer, generally upon shipment. Revenue for service repairs of equipment will continue to be recognized after service has been completed, and service contract revenue will be recognized ratably over the term of the contract. We are still evaluating the impact of the new revenue recognition standard on our disclosures due to the new qualitative and quantitative requirements under the standard.

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 2017
Business Combination [Abstract]
Business Combination	Note 3. Business Combination The Company, through its wholly owned subsidiary, Uroplasty LTD, acquired 100% of the issued share capital in Genesis Medical Holdings LTD (“Genesis”) and its subsidiaries effective July 25, 2017 (the “Genesis Acquisition”). The Genesis Acquisition has been accounted for in accordance with Accounting Standards Codification (ASC) Topic 805, "Business Combinations". The terms of the Genesis Acquisition include an upfront payment equal to the estimated fair market value of the tangible net assets, approximately $280,000. The terms also include a purchase price for the ongoing business of approximately $556,000, payable at the rate of 5% of Genesis revenue on a monthly basis. In addition, if Genesis achieves revenue of approximately $4.7 million for the twelve months ended March 31, 2019, the Company will pay an additional amount of approximately $134,000. We have determined the likelihood of paying the $134,000 as probable. The note payable and the contingent consideration have been discounted to a net present value equal to approximately $618,000. All conversions between British Pounds and U.S. Dollars were computed using the July 25, 2017 exchange rate of $1.34 per £1. Under the acquisition method of accounting, the total purchase price was allocated to the net tangible and intangible assets of Genesis based on their fair values at the effective date of the Acquisition. The preliminary allocation is approximately as follows: Cash and cash equivalents $ 83,891 Accounts receivable 860,734 Inventory 186,193 Tangible fixed assets 172,241 Customer relationships 268,000 Goodwill 398,190 Total assets acquired $ 1,969,249 Accounts payable $ 1,032,589 Deferred tax liability 50,920 Total liabilities assumed $ 1,083,509 Total Purchase Price $ 885,740 Cash paid to Genesis, net of cash acquired of $84,000, totaled approximately $197,000. The remaining purchase price was financed via a note payableand contingent consideration as described above. Legal costs directly related to the acquisition of approximately $40,000 and approximately $50,000 have been charged directly to operations and are included in general and administrative expense in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017. The goodwill of $398,190 resulting from the acquisition is the excess if the purchase price over the fair value of the net assets acquired. The goodwill primarily reflects the value of enhancing our market opportunity and growth potential in the U.K. None of the goodwill recognized is deductible for income tax purposes as it was a stock acquisition and as such, no deferred taxes have been recorded to goodwill. The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of the following identifiable intangible asset: Amount Weighted Average Life-Years Customer relationships $ 268,000 3

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 30, 2017
Goodwill and Other Intangible Assets [Abstract]
Goodwill and Other Intangible Assets	Note 4. Goodwill and Other Intangible Assets Goodwill There was no change in the goodwill balance as of September 30, 2017 as compared to December 31, 2016 other than the addition of approximately $400,000 related to the Genesis Acquisition as described in Note 3. Other Intangible Assets Other intangible assets consisted of approximately the following at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Remaining Useful Life Gross Carrying Amount Accumulated Amortization Remaining Useful Life Developed technology $ 6,200,000 $ 2,214,000 4.50 $ 6,200,000 $ 1,550,000 5.25 Patents 5,653,000 5,631,000 7.50 5,653,000 5,616,000 8.25 Trademarks and trade names 190,000 82,000 7.50 190,000 74,000 8.25 Customer relationships 7,538,000 3,684,000 2.52 7,270,000 2,590,000 3.25 $ 19,581,000 $ 11,611,000 $ 19,313,000 $ 9,830,000 Accumulated amortization 11,611,000 9,830,000 Net book value of amortizable intangible assets $ 7,970,000 3.47 $ 9,483,000 4.23 For the nine months ended September 30, 2017 and 2016, amortization of intangible assets charged to operations was approximately $1,781,000 and $1,773,000, respectively. Estimated amortization expense for all intangible assets as of September 30, 2017 is approximately as follows: October 1, 2017 through December 31, 2017 $ 609,000 2018 2,437,000 2019 2,430,000 2020 1,307,000 2021 894,000 Thereafter 293,000 Total $ 7,970,000

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2017
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 5. Fair Value Measurements Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework prioritizes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three broad levels of inputs may be used to measure fair value under the fair value hierarchy: · Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. · Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions. If the inputs used to measure the financial assets and liabilities fall within more than one of the different levels described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The following table shows our cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short- or long-term investments as of September 30, 2017: September 30, 2017 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 4,005,930 $ - $ - $ 4,005,930 $ 4,005,930 $ - $ - Level 1: Money market funds 11,369,826 - - 11,369,826 11,369,826 - - Subtotal 11,369,826 - - 11,369,826 11,369,826 - - Level 2: Certificates of deposit 2,160,000 - (826 ) 2,159,175 - 1,439,758 719,417 Commercial paper 1,194,342 114 - 1,194,456 - 1,194,456 - Corporate notes/bonds 6,025,967 - (1,715 ) 6,024,252 - 6,024,252 - U.S. government agencies 2,000,000 - (1,900 ) 1,998,100 - 1,998,100 - Subtotal 11,380,309 - (4,441 ) 11,375,983 - 10,656,566 719,417 Total $ 26,756,065 $ 114 $ (4,441 ) $ 26,751,739 $ 15,375,756 $ 10,656,566 $ 719,417 We consider all cash on-hand and highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. We classify marketable securities having original maturities of more than three months when purchased and remaining maturities of one year or less as short-term investments and marketable securities with remaining maturities of more than one year as long-term investments. We further classify marketable securities as available-for-sale. We have not designated any of our marketable securities as trading securities or as held to maturity. We may sell any of our marketable securities prior to their stated maturities for strategic reason including, but not limited to, anticipation of credit deterioration and duration management. The long-term securities have a contractual term that ranges from November 2018 to December 2018. We consider the declines in market value of our marketable securities investment portfolio to be temporary in nature. We typically invest in highly-rated securities, and our investment policy generally limits the amount of credit exposure to any one issuer. Cash and cash equivalents of approximately $15.4 million and $9.4 million at September 30, 2017 and December 31, 2016, respectively, include highly liquid money market funds and debt securities with original maturities of three months or less totaling approximately $11.4 million and $5.6 million at September 30, 2017 and December 31, 2016 respectively. Money market funds present negligible risk of changes in value due to changes in interest rates, and their cost approximates their fair market value. We maintain cash in bank accounts, which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts. Cash and cash equivalents held in foreign bank accounts totaled approximately $864,000 and approximately $507,000 at September 30, 2017 and December 31, 2016, respectively. In connection with the Genesis Acquisition discussed in Note 3, we are required to make a payment of approximately $134,000 if certain revenue targets are achieved by Genesis for the twelve months ended March 31, 2019. The fair value of the contingent liability recognized upon acquisition, and classified as other non-current liability, was approximately $123,000, and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in this calculation included the discount rate and various probability factors. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. We have estimated the fair value of the contingent consideration based on the probability of achieving the specified revenue thresholds at 100%. A significant increase (decrease) in our estimates of achieving the relevant targets could materially increase (decrease) the fair value of the contingent consideration liability.

Line of Credit

Line of Credit	9 Months Ended
	Sep. 30, 2017
Line of Credit [Abstract]
Line of Credit	Note 6. Line of Credit We have a loan agreement with Venture Bank, a Minnesota banking corporation, providing us with a $7.0 million secured revolving credit facility (the “Facility”), subject to eligible accounts receivable and inventory, and secured by substantially all our assets. The Facility was amended in March 2017. Under the amended Facility, the Facility will expire on September 18, 2018. Under the Facility, we may borrow the lesser of: (a) the sum of (i) eighty percent (80%) of the value of eligible accounts receivable; and (ii) forty percent (40%) of the value of eligible inventory capped at $2.5 million; or (b) $7 million. As of September 30, 2017, based on eligible receivables and inventory, our total available borrowing base was approximately $6,250,000. We did not have any borrowings under the facility as of September 30, 2017. Loans under the Facility bear interest at a rate per annum equal to the Wall Street Journal Prime Rate plus 1.25%, provided that in no case will the interest charged be less than 5.25%. In the event that there is an event of default under the Facility, the interest rate will be increased by 6.0% for the entire period that an event of default exists. In addition, the Borrowers will pay a non-usage fee of 0.15% based on the average unused and available portion of the Facility on a monthly basis. Genesis has a Factoring Agreement with Lloyds Bank in the United Kingdom. Pursuant to the terms of the Factoring Agreement, Genesis may offer for sale, and Lloyd’s Bank may purchase, certain accounts receivable of Genesis. The Factoring Agreement was last amended on March 6, 2017. The maximum amount that can be factored at any given period is approximately $470,000. As of September 30, 2017, the factoring balance was approximately $64,000.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2017
Inventories [Abstract]
Inventories	Note 7. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value). We value at lower of cost or market the slow moving and obsolete inventories based upon current and expected future product sales and the expected impact of product transitions or modifications. Inventories consist of approximately the following: September 30, 2017 December 31, 2016 Raw materials $ 4,437,000 $ 4,483,000 Work-in-process 180,000 462,000 Finished goods 2,758,000 2,290,000 Total inventory $ 7,375,000 $ 7,235,000

Net Income (Loss) per Common Sh

Net Income (Loss) per Common Share	9 Months Ended
	Sep. 30, 2017
Net Income (Loss) per Common Share [Abstract]
Net Income (Loss) per Common Share	Note 8. Net Income (Loss) per Common Share We calculate basic net income (loss) per common share amounts by dividing net income (loss) by the weighted-average common shares outstanding. For calculating diluted net income (loss) per common share amounts, we add additional shares to the weighted-average common shares outstanding for the assumed exercise of stock options and vesting of restricted shares, if dilutive. The following table sets forth the computation of our basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net income (loss) $ (160,089 ) $ 106,314 $ (950,877 ) $ (3,524,861 ) Weighted average shares outstanding - basic 60,126,357 25,633,172 59,888,906 25,509,584 Dilutive impact of common stock equivalents outstanding - 115,672 - - Weighted Averages shares used to compute diluted net income (loss) per share 60,126,357 25,748,844 59,888,906 25,509,584 Net income (loss) per share – basic $ 0.00 $ 0.00 $ (0.02 ) $ (0.14 ) Net income (loss) per share – diluted $ 0.00 $ 0.00 $ (0.02 ) $ (0.14 ) The following common stock equivalents are excluded from our EPS calculations because they are antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Restricted stock 774,647 305,432 774,647 899,333 Common stock options 2,618,768 1,549,905 2,618,769 1,699,905 Common stock warrants - 376,123 - 376,123 3,393,415 2,231,460 3,393,415 2,975,361

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2017
Shareholders' Equity [Abstract]
Shareholders' Equity	Note 9. Shareholders’ Equity Share-based compensation. We grant options at the discretion of our directors. We grant option awards with an exercise price equal to the closing market price of our stock at the date of the grant. We have options outstanding to purchase 2,618,768 shares of common stock granted under the 2015 Plan or predecessor companies’ plans. Options generally expire over a period ranging from seven to ten years from date of grant and vest at varying rates ranging up to three years. The options granted under the 2015 Plan generally provide for the exercise of options during a limited period following termination of employment, death or disability. We determined the fair value of our option awards using the Black-Scholes option pricing model. We used the following weighted-average assumptions to value the options granted during the nine months ended September 30: 2017 Expected life in years 3.00 Risk-free interest rate 1.45 % Expected volatility 66.89 % Expected dividend yield 0 % Weighted-average grant date fair value $ 0.74 The expected life for options granted represents the period of time we expect options to be outstanding based on historical data of option holder exercise and termination behavior for similar grants. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate over the expected life at the time of grant. Expected volatility is based upon historical volatility of our stock. The following table summarizes the activity related to our stock options during the nine months ended September 30, 2017: Number of shares Weighted average exercise price Weighted average remaining life in years Aggregate intrinsic value Outstanding at December 31, 2016 1,680,990 $ 3.54 6.55 $ 752,290 Options granted 1,042,809 1.65 Options exercised (7,211 ) 1.35 Options surrendered (97,820 ) 4.53 Outstanding at September 30, 2017 2,618,768 $ 2.76 6.27 $ 2,151,629 Exercisable at September 30, 2017 1,095,392 $ 4.56 3.44 $ 492,887 The total fair value of stock options that vested during the nine months ended September 30, 2017 and 2016 was approximately $223,000 and $268,000, r We grant restricted shares at the discretion of our directors with vesting terms ranging from six months to three years. Number of restricted shares Weighted average grant date fair value Weighted average remaining life in years Aggregate intrinsic value Balance at December 31, 2016 992,548 $ 1.30 1.35 $ 1,995,021 Shares granted 542,541 1.67 Shares vested (692,237 ) 1.39 1,772,127 Shares surrendered (68,205 ) 1.56 Balance at September 30, 2017 774,647 $ 1.46 1.72 $ 1,983,096 The aggregate intrinsic value shown above for the restricted shares represents the total pre-tax value based on the closing price of our common stock at the end of each period. We recognize share-based compensation expense in our Condensed Consolidated Statements of Operations based on the fair value at the time of grant of the share-based payment over the requisite service period. We incurred approximately $1,131,000 and $440,000 in share On September 30, 2017, we had approximately $883,000 of unrecognized share-based compensation expense related to stock options that we expect to recognize over a weighted-average period of approximately 2.37 years. On September 30, 2017, we had approximately $684,000 of unrecognized share-based compensation expense related to restricted shares that we expect to recognize over a weighted-average period of approximately 1.72 years.

Savings and Retirement Plans

Savings and Retirement Plans	9 Months Ended
	Sep. 30, 2017
Savings and Retirement Plans [Abstract]
Savings and Retirement Plans	Note 10. Savings and Retirement Plans We sponsor various retirement plans for eligible employees in the United States, the United Kingdom, and The Netherlands. Our retirement savings plan in the United States conforms to Section 401(k) of the Internal Revenue Code and participation is available to substantially all employees. We may also make discretionary contributions ratably to all eligible employees. We made discretionary contributions to the U.S. plan Our international subsidiaries have defined benefit retirement plans for eligible employees. These plans provide benefits based on the employee’s years of service and compensation during the years immediately preceding retirement, termination, disability, or death, as defined in the plans. The cost for our defined benefit retirement plans in The Netherlands and the United Kingdom includes the following components for the three- and nine-month periods ended September 30: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Gross service cost $ 26,000 $ 28,000 $ 75,000 $ 83,000 Interest cost 25,000 29,000 71,000 87,000 Expected return on assets (23,000 ) (24,000 ) (65,000 ) (72,000 ) Amortization (1,000 ) (2,000 ) (1,000 ) (5,000 ) Net periodic retirement cost $ 27,000 $ 31,000 $ 80,000 $ 93,000

Business Segment Information

Business Segment Information	9 Months Ended
	Sep. 30, 2017
Business Segment Information [Abstract]
Business Segment Information	Note 11. Business Segment Information ASC 280, “Segment Reporting,” For financial reporting purposes, we report one operating segment as our Chief Operating Decision Maker utilizes financial statement information provided to him on a consolidated basis. Information regarding geographic area net sales to customers for the three and nine months ended September 30, is approximately as follows: United States All Other Foreign Countries (1) Consolidated Three months ended September 30, 2017 $ 10,415,000 $ 3,350,000 $ 13,765,000 Three months ended September 30, 2016 $ 10,701,000 $ 2,707,000 $ 13,408,000 Nine months ended September 30, 2017 $ 29,990,000 $ 10,789,000 $ 40,779,000 Nine months ended September 30, 2016 $ 28,877,000 $ 9,742,000 $ 38,619,000 (1) No other country accounts for 10% of more of the consolidated net sales. Information regarding geographic area long-lived assets is approximately as follows: United States United Kingdom/ The Netherlands Consolidated September 30, 2017 $ 1,805,000 $ 661,000 $ 2,466,000 December 31, 2016 $ 1,676,000 $ 439,000 $ 2,115,000 Accounting policies of the operations in the various geographic areas are the same as those described in Note 1. Net sales attributed to each geographic area are net of intercompany equipment.

Equity Investment

Equity Investment	9 Months Ended
	Sep. 30, 2017
Equity Investment [Abstract]
Equity Investment	Note 12. Equity Investment ASC 323, “ Investments – Equity Method and Joint Ventures,” On September 28, 2017, we made an equity investment in Vensica Medical (“Vensica”), a privately-held Israeli-based company developing VensiCare, an ultrasound based, needle-free drug delivery system. Our $2 million investment gave us a 20% ownership in the company and allows us to have one seat on the Vensica Medical Board of Directors along with two call options to acquire the entire company for an additional $8 million. The investment is accounted for using the equity method of accounting because the Company has significant influence, but not control, of the entity. Due to the timing of this investment, we did not earn any income (loss) in Vensica Medical for the three and nine-month period ended September 30, 2017.

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2017
Subsequent Event [Abstract]
Subsequent Event	Note 13. Subsequent Event None.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Cogentix Medical, Inc. (the “Company”) is a global medical device company headquartered in Minnetonka, Minnesota, with additional operations in New York, Massachusetts, The Netherlands and the United Kingdom. We design, develop, manufacture and market a robust line of high performance fiberoptic and video endoscopy products under the PrimeSight TM ® ® ® ® We have prepared our Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted, pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information not misleading. The consolidated results of operations for any interim period are not necessarily indicative of results for a full fiscal year. These Condensed Consolidated Financial Statements, presented herein, should be read in conjunction with the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2016. The Condensed Consolidated Financial Statements presented herein as of September 30, 2017 and for the three and nine month periods ended September 30, 2017 and 2016, reflect, in the opinion of management, all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial condition, results of operations and cash flows for the interim periods. We have identified certain accounting policies that we consider particularly important for the portrayal of our results of operations and financial condition and which may require the application of a higher level of judgment by our management, and as a result are subject to an inherent level of uncertainty. These are characterized as “critical accounting policies” and address revenue recognition, accounts receivable, valuation of inventory, foreign currency translation/transactions, the determination of recoverability of long-lived and intangible assets, share-based compensation, defined benefit pension plans and income taxes, each of which is described in our annual report on Form 10-K for the year ended December 31, 2016. Based upon our review, we have determined that these policies remain our most critical accounting policies for the nine months ended September 30, 2017. We have adopted two additional policies during 2017. The first policy is for the adoption of Accounting Standards Update (“ASU”) 2016-09, “ Improvements to Employee Share-Based Payment Accounting Investments – Equity Method and Joint Ventures.”

New Accounting Pronouncements (

New Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2017
New Accounting Pronouncements [Abstract]
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This new standard is effective for annual periods beginning after December 15, 2016, and interim periods within that reporting period. We adopted this standard as of January 1, 2017. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU is in response to diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows and provides guidance on eight specific cash flow classification issues. It will be effective for reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard as of January 1, 2017. The adoption did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-09, “Compensation – Stock Compensation: Scope of Modification Accounting.” This ASU is intended to provide guidance about which changes to the terms or conditions on a share-based payment award require an entity to apply modification accounting. This new standard is effective for annual periods beginning after December 15, 2017, and interim periods within that reporting period. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities” related to the amortization period for certain purchased callable debt securities held at a premium. The amendments shorten the amortization period for the premium to the earliest call date. The amendment is effective for interim and annual periods beginning after December 15, 2018. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In January 2017, the FASB, issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. The standard is effective for us beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The new guidance is not expected to have a material impact on our results of operations and financial position. In February 2016, the FASB issued ASU 2016-2, “Leases”, under which lessees will recognize most leases on-balance sheet. This will generally increase reported assets and liabilities. For public entities, this ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-2 mandates a modified retrospective transition method for all entities. While the Company is still evaluating the timing and impact of the adoption of this guidance on its consolidated financial statements, it anticipates that the adoption could result in an increase in the assets and liabilities recorded on its consolidated balance sheet. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, as amended by ASU 2015-14, “Deferral of Effective Date”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017 including interim reporting periods within that reporting period. The provisions can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We plan to adopt this ASU effective January 1, 2018 using the cumulative-effect adjustment method. The Company has completed the assessment of this ASU on each of our revenue streams and, based on our review of contracts, we believe the impact on our consolidated financial statements will be immaterial. For each of our products, revenue will still be recognized when title passes to the customer, generally upon shipment. Revenue for service repairs of equipment will continue to be recognized after service has been completed, and service contract revenue will be recognized ratably over the term of the contract. We are still evaluating the impact of the new revenue recognition standard on our disclosures due to the new qualitative and quantitative requirements under the standard.

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	Sep. 30, 2017
Business Combination [Abstract]
Purchase Price Allocated to Net Tangible and Intangible Assets	The preliminary allocation is approximately as follows: Cash and cash equivalents $ 83,891 Accounts receivable 860,734 Inventory 186,193 Tangible fixed assets 172,241 Customer relationships 268,000 Goodwill 398,190 Total assets acquired $ 1,969,249 Accounts payable $ 1,032,589 Deferred tax liability 50,920 Total liabilities assumed $ 1,083,509 Total Purchase Price $ 885,740
Recognition of Identifiable Intangible Asset	The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of the following identifiable intangible asset: Amount Weighted Average Life-Years Customer relationships $ 268,000 3

Goodwill and Other Intangible24

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2017
Goodwill and Other Intangible Assets [Abstract]
Schedule of Other Intangible Assets	Other intangible assets consisted of approximately the following at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Remaining Useful Life Gross Carrying Amount Accumulated Amortization Remaining Useful Life Developed technology $ 6,200,000 $ 2,214,000 4.50 $ 6,200,000 $ 1,550,000 5.25 Patents 5,653,000 5,631,000 7.50 5,653,000 5,616,000 8.25 Trademarks and trade names 190,000 82,000 7.50 190,000 74,000 8.25 Customer relationships 7,538,000 3,684,000 2.52 7,270,000 2,590,000 3.25 $ 19,581,000 $ 11,611,000 $ 19,313,000 $ 9,830,000 Accumulated amortization 11,611,000 9,830,000 Net book value of amortizable intangible assets $ 7,970,000 3.47 $ 9,483,000 4.23
Estimated Amortization Expense for all Intangible Assets	Estimated amortization expense for all intangible assets as of September 30, 2017 is approximately as follows: October 1, 2017 through December 31, 2017 $ 609,000 2018 2,437,000 2019 2,430,000 2020 1,307,000 2021 894,000 Thereafter 293,000 Total $ 7,970,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Measurements [Abstract]
Available-for-sale Securities	The following table shows our cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short- or long-term investments as of September 30, 2017: September 30, 2017 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 4,005,930 $ - $ - $ 4,005,930 $ 4,005,930 $ - $ - Level 1: Money market funds 11,369,826 - - 11,369,826 11,369,826 - - Subtotal 11,369,826 - - 11,369,826 11,369,826 - - Level 2: Certificates of deposit 2,160,000 - (826 ) 2,159,175 - 1,439,758 719,417 Commercial paper 1,194,342 114 - 1,194,456 - 1,194,456 - Corporate notes/bonds 6,025,967 - (1,715 ) 6,024,252 - 6,024,252 - U.S. government agencies 2,000,000 - (1,900 ) 1,998,100 - 1,998,100 - Subtotal 11,380,309 - (4,441 ) 11,375,983 - 10,656,566 719,417 Total $ 26,756,065 $ 114 $ (4,441 ) $ 26,751,739 $ 15,375,756 $ 10,656,566 $ 719,417

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2017
Inventories [Abstract]
Inventories	Inventories consist of approximately the following: September 30, 2017 December 31, 2016 Raw materials $ 4,437,000 $ 4,483,000 Work-in-process 180,000 462,000 Finished goods 2,758,000 2,290,000 Total inventory $ 7,375,000 $ 7,235,000

Net Income (Loss) per Common 27

Net Income (Loss) per Common Share (Tables)	9 Months Ended
	Sep. 30, 2017
Net Income (Loss) per Common Share [Abstract]
Computation of Basic and Diluted Net Income (Loss) Per Share	The following table sets forth the computation of our basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net income (loss) $ (160,089 ) $ 106,314 $ (950,877 ) $ (3,524,861 ) Weighted average shares outstanding - basic 60,126,357 25,633,172 59,888,906 25,509,584 Dilutive impact of common stock equivalents outstanding - 115,672 - - Weighted Averages shares used to compute diluted net income (loss) per share 60,126,357 25,748,844 59,888,906 25,509,584 Net income (loss) per share – basic $ 0.00 $ 0.00 $ (0.02 ) $ (0.14 ) Net income (loss) per share – diluted $ 0.00 $ 0.00 $ (0.02 ) $ (0.14 )
Anti-dilutive Securities Excluded from EPS Calculations	The following common stock equivalents are excluded from our EPS calculations because they are antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Restricted stock 774,647 305,432 774,647 899,333 Common stock options 2,618,768 1,549,905 2,618,769 1,699,905 Common stock warrants - 376,123 - 376,123 3,393,415 2,231,460 3,393,415 2,975,361

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2017
Shareholders' Equity [Abstract]
Weighted-average Assumptions used to Value the Options Granted	We used the following weighted-average assumptions to value the options granted during the nine months ended September 30: 2017 Expected life in years 3.00 Risk-free interest rate 1.45 % Expected volatility 66.89 % Expected dividend yield 0 % Weighted-average grant date fair value $ 0.74
Stock Option Activity	The following table summarizes the activity related to our stock options during the nine months ended September 30, 2017: Number of shares Weighted average exercise price Weighted average remaining life in years Aggregate intrinsic value Outstanding at December 31, 2016 1,680,990 $ 3.54 6.55 $ 752,290 Options granted 1,042,809 1.65 Options exercised (7,211 ) 1.35 Options surrendered (97,820 ) 4.53 Outstanding at September 30, 2017 2,618,768 $ 2.76 6.27 $ 2,151,629 Exercisable at September 30, 2017 1,095,392 $ 4.56 3.44 $ 492,887
Restricted Shares Activity	The following table summarizes the activity related to our restricted shares during the nine months ended September 30, 2017: Number of restricted shares Weighted average grant date fair value Weighted average remaining life in years Aggregate intrinsic value Balance at December 31, 2016 992,548 $ 1.30 1.35 $ 1,995,021 Shares granted 542,541 1.67 Shares vested (692,237 ) 1.39 1,772,127 Shares surrendered (68,205 ) 1.56 Balance at September 30, 2017 774,647 $ 1.46 1.72 $ 1,983,096

Savings and Retirement Plans (T

Savings and Retirement Plans (Tables)	9 Months Ended
	Sep. 30, 2017
Savings and Retirement Plans [Abstract]
Components of Benefit Costs for Defined Benefit Retirement Plans	The cost for our defined benefit retirement plans in The Netherlands and the United Kingdom includes the following components for the three- and nine-month periods ended September 30: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Gross service cost $ 26,000 $ 28,000 $ 75,000 $ 83,000 Interest cost 25,000 29,000 71,000 87,000 Expected return on assets (23,000 ) (24,000 ) (65,000 ) (72,000 ) Amortization (1,000 ) (2,000 ) (1,000 ) (5,000 ) Net periodic retirement cost $ 27,000 $ 31,000 $ 80,000 $ 93,000

Business Segment Information (T

Business Segment Information (Tables)	9 Months Ended
	Sep. 30, 2017
Business Segment Information [Abstract]
Sales to Customers and Long-Lived Assets by Geographic Area	Information regarding geographic area net sales to customers for the three and nine months ended September 30, is approximately as follows: United States All Other Foreign Countries (1) Consolidated Three months ended September 30, 2017 $ 10,415,000 $ 3,350,000 $ 13,765,000 Three months ended September 30, 2016 $ 10,701,000 $ 2,707,000 $ 13,408,000 Nine months ended September 30, 2017 $ 29,990,000 $ 10,789,000 $ 40,779,000 Nine months ended September 30, 2016 $ 28,877,000 $ 9,742,000 $ 38,619,000 (1) No other country accounts for 10% of more of the consolidated net sales. Information regarding geographic area long-lived assets is approximately as follows: United States United Kingdom/ The Netherlands Consolidated September 30, 2017 $ 1,805,000 $ 661,000 $ 2,466,000 December 31, 2016 $ 1,676,000 $ 439,000 $ 2,115,000

Summary of Significant Accoun31

Summary of Significant Accounting Policies (Details) Adult in Millions	9 Months Ended
	Sep. 30, 2017AdultPolicy
Summary of Significant Accounting Policies [Abstract]
Number of adults affected by OAB | Adult	40
Number of additional policies adopted in the period | Policy	2

Business Combination (Details)

Business Combination (Details)	Jul. 25, 2017USD ($)$ / £	Sep. 30, 2017USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Business Acquisition [Line Items]
Additional payment on achievement of expected revenue		$ 134,000	$ 134,000
Cash paid to acquire business, net of cash acquired			196,560	$ 0
Assets Acquired [Abstract]
Goodwill		19,150,849	$ 19,150,849		$ 18,749,888
Recognition of Intangible Asset [Abstract]
Customer relationships, Weighted Average Life-Years			3 years 5 months 19 days		4 years 2 months 23 days
Developed Technology [Member]
Recognition of Intangible Asset [Abstract]
Customer relationships, Weighted Average Life-Years			4 years 6 months		5 years 3 months
Customer Relationships [Member]
Recognition of Intangible Asset [Abstract]
Customer relationships, Weighted Average Life-Years			2 years 6 months 7 days		3 years 3 months
Uroplasty Inc [Member]
Business Acquisition [Line Items]
Ownership percentage	100.00%
Genesis Medical Holdings, Ltd [Member]
Business Acquisition [Line Items]
Upfront payment fee	$ 280,000
Purchase price of ongoing business	$ 556,000
Percentage of revenue paid on monthly basis	5.00%
Expected revenue of acquired company	$ 4,700,000
Additional payment on achievement of expected revenue	134,000
Note payable and contingent consideration discounted to net present value	$ 618,000
Exchange rate | $ / £	1.34
Cash paid to acquire business, net of cash acquired	$ 196,560
Assets Acquired [Abstract]
Cash and cash equivalents	83,891
Accounts receivable	860,734
Inventory	186,193
Tangible fixed assets	172,241
Customer relationships	268,000
Goodwill	398,190	400,000	$ 400,000
Total assets acquired	1,969,249
Liabilities Assumed [Abstract]
Accounts payable	1,032,589
Deferred tax liability	50,920
Total liabilities assumed	1,083,509
Total purchase price	885,740
Recognition of Intangible Asset [Abstract]
Customer relationships, Amount	268,000
Genesis Medical Holdings, Ltd [Member] | General and Administrative Expense [Member]
Business Acquisition [Line Items]
Legal cost realted to acquisition		$ 40,000	$ 50,000
Genesis Medical Holdings, Ltd [Member] | Customer Relationships [Member]
Assets Acquired [Abstract]
Customer relationships	268,000
Recognition of Intangible Asset [Abstract]
Customer relationships, Amount	$ 268,000
Customer relationships, Weighted Average Life-Years	3 years

Goodwill and Other Intangible33

Goodwill and Other Intangible Assets (Details) - USD ($)	Jul. 25, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		$ 19,581,000		$ 19,581,000		$ 19,313,000
Accumulated amortization		11,611,000		$ 11,611,000		$ 9,830,000
Remaining useful life				3 years 5 months 19 days		4 years 2 months 23 days
Net book value of amortizable intangible assets		7,970,000		$ 7,970,000		$ 9,483,000
Goodwill		19,150,849		19,150,849		18,749,888
Amortization of intangible assets		601,604	$ 590,858	1,780,803	$ 1,772,574
Estimated amortization expense for all intangible assets [Abstract]
October 1, 2017 through December 31, 2017		609,000		609,000
2,018		2,437,000		2,437,000
2,019		2,430,000		2,430,000
2,020		1,307,000		1,307,000
2,021		894,000		894,000
Thereafter		293,000		293,000
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		6,200,000		6,200,000		6,200,000
Accumulated amortization		2,214,000		$ 2,214,000		$ 1,550,000
Remaining useful life				4 years 6 months		5 years 3 months
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		5,653,000		$ 5,653,000		$ 5,653,000
Accumulated amortization		5,631,000		$ 5,631,000		$ 5,616,000
Remaining useful life				7 years 6 months		8 years 3 months
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		190,000		$ 190,000		$ 190,000
Accumulated amortization		82,000		$ 82,000		$ 74,000
Remaining useful life				7 years 6 months		8 years 3 months
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		7,538,000		$ 7,538,000		$ 7,270,000
Accumulated amortization		3,684,000		$ 3,684,000		$ 2,590,000
Remaining useful life				2 years 6 months 7 days		3 years 3 months
Genesis [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 398,190	$ 400,000		$ 400,000
Genesis [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Remaining useful life	3 years

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	$ 26,756,065	$ 5,600,000
Unrealized Gains	114
Unrealized Losses	(4,441)
Fair Value	26,751,739
Cash and Cash Equivalents	15,375,756
Short-Term Investments	10,656,566
Long-Term Investments	719,417
Cash, Cash Equivalents and Marketable Securities [Abstract]
Cash and cash equivalents	15,375,756	9,369,624	$ 4,238,225	$ 1,976,594
Cash and cash equivalents held in foreign bank accounts	864,000	$ 507,000
Contingent payment	134,000
Other Noncurrent Liabilities [Member]
Cash, Cash Equivalents and Marketable Securities [Abstract]
Contingent payment	123,000
Cash [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	4,005,930
Unrealized Gains	0
Unrealized Losses	0
Fair Value	4,005,930
Cash and Cash Equivalents	4,005,930
Short-Term Investments	0
Long-Term Investments	0
Level 1 [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	11,369,826
Unrealized Gains	0
Unrealized Losses	0
Fair Value	11,369,826
Cash and Cash Equivalents	11,369,826
Short-Term Investments	0
Long-Term Investments	0
Level 1 [Member] | Money Market Funds [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	11,369,826
Unrealized Gains	0
Unrealized Losses	0
Fair Value	11,369,826
Cash and Cash Equivalents	11,369,826
Short-Term Investments	0
Long-Term Investments	0
Level 2 [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	11,380,309
Unrealized Gains	0
Unrealized Losses	(4,441)
Fair Value	11,375,983
Cash and Cash Equivalents	0
Short-Term Investments	10,656,566
Long-Term Investments	719,417
Level 2 [Member] | Certificates of Deposit [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	2,160,000
Unrealized Gains	0
Unrealized Losses	(826)
Fair Value	2,159,175
Cash and Cash Equivalents	0
Short-Term Investments	1,439,758
Long-Term Investments	719,417
Level 2 [Member] | Commercial Paper [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	1,194,342
Unrealized Gains	114
Unrealized Losses	0
Fair Value	1,194,456
Cash and Cash Equivalents	0
Short-Term Investments	1,194,456
Long-Term Investments	0
Level 2 [Member] | Corporate Notes/Bonds [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	6,025,967
Unrealized Gains	0
Unrealized Losses	(1,715)
Fair Value	6,024,252
Cash and Cash Equivalents	0
Short-Term Investments	6,024,252
Long-Term Investments	0
Level 2 [Member] | U.S. Government Agencies [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Adjusted Cost	2,000,000
Unrealized Gains	0
Unrealized Losses	(1,900)
Fair Value	1,998,100
Cash and Cash Equivalents	0
Short-Term Investments	1,998,100
Long-Term Investments	$ 0

Line of Credit (Details)

Line of Credit (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Borrowing capacity percentage based on value of eligible accounts receivable	80.00%
Borrowing capacity percentage based on value of eligible inventory	40.00%
Notes principal balance outstanding cap value	$ 2,500,000
Line of credit facility available borrowing	6,250,000
Amount borrowed under credit facility	$ 0
Variable interest rate per annum	1.25%
Line of credit interest rate	5.25%
Line of credit interest rate increase	6.00%
Line of credit non-usage fee	0.15%
Venture Bank [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of credit facility amount	$ 7,000,000
Lloyds Bank [Member] | Genesis [Member]
Line of Credit Facility [Line Items]
Maximum factored accounts receivable	470,000
Factoring balance	$ 64,000

Inventories (Details)

Inventories (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Inventories [Abstract]
Raw materials	$ 4,437,000	$ 4,483,000
Work-in-process	180,000	462,000
Finished goods	2,758,000	2,290,000
Total inventory	$ 7,375,504	$ 7,235,043

Net Income (Loss) per Common 37

Net Income (Loss) per Common Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net Income (Loss) per Common Share [Abstract]
Net income (loss)	$ (160,089)	$ 106,314	$ (950,877)	$ (3,524,861)
Weighted average shares outstanding - basic (in shares)	60,126,357	25,633,172	59,888,906	25,509,584
Dilutive impact of common stock equivalents outstanding (in shares)	0	115,672	0	0
Weighted Averages shares used to compute diluted net income (loss) per shares (in shares)	60,126,357	25,748,844	59,888,906	25,509,584
Net income (loss) per share - basic (in dollars per share)	$ 0	$ 0	$ (0.02)	$ (0.14)
Net income (loss) per share - diluted (in dollars per share)	$ 0	$ 0	$ (0.02)	$ (0.14)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of anti-dilutive shares excluded from computation of diluted loss per common share (in shares)	3,393,415	2,231,460	3,393,415	2,975,361
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of anti-dilutive shares excluded from computation of diluted loss per common share (in shares)	774,647	305,432	774,647	899,333
Common Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of anti-dilutive shares excluded from computation of diluted loss per common share (in shares)	2,618,768	1,549,905	2,618,769	1,699,905
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of anti-dilutive shares excluded from computation of diluted loss per common share (in shares)	0	376,123	0	376,123

Shareholders' Equity, Share-bas

Shareholders' Equity, Share-based Compensation (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2017USD ($)Plan$ / sharesshares	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense | $	$ 1,131,000	$ 440,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation expense | $	$ 883,000
Unrecognized compensation expense, weighted average period of recognition	2 years 4 months 13 days
Weighted-average assumptions used to value the options granted [Abstract]
Expected life in years	3 years
Risk-free interest rate	1.45%
Expected volatility	66.89%
Expected dividend yield	0.00%
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 0.74
Stock options, number of shares [Roll Forward]
Outstanding, beginning of period (in shares)	1,680,990
Options granted (in shares)	1,042,809
Options exercised (in shares)	(7,211)
Options surrendered (in shares)	(97,820)
Outstanding, end of period (in shares)	2,618,768		1,680,990
Exercisable, end of period (in shares)	1,095,392
Stock options, weighted average exercise price [Roll Forward]
Outstanding, beginning of period (in dollars per share) | $ / shares	$ 3.54
Options granted (in dollars per share) | $ / shares	1.65
Options exercised (in dollars per share) | $ / shares	1.35
Options surrendered (in dollars per share) | $ / shares	4.53
Outstanding, end of period (in dollars per share) | $ / shares	2.76		$ 3.54
Exercisable, end of period (in dollars per share) | $ / shares	$ 4.56
Stock options, additional disclosures [Abstract]
Outstanding, weighted average remaining life in years	6 years 3 months 7 days		6 years 6 months 18 days
Options exercisable, Weighted average remaining life in years	3 years 5 months 8 days
Outstanding, aggregate intrinsic value | $	$ 2,151,629		$ 752,290
Exercisable, aggregate intrinsic value | $	492,887
Fair value of stock options vested | $	$ 223,000	$ 268,000
2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of active plans for share-based compensation grants | Plan	1
Number of shares reserved for share-based grants (in shares)	2,500,000
Shares remain available for grant (in shares)	64,223
Vesting period	2 years
2015 Plan [Member] | Stock Options [Member]
Stock options, number of shares [Roll Forward]
Outstanding, end of period (in shares)	2,618,768
2015 Plan [Member] | Stock Options [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of share-based payment award	7 years
2015 Plan [Member] | Stock Options [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of share-based payment award	10 years
Vesting period	3 years

Shareholders' Equity, Restricte

Shareholders' Equity, Restricted Shares (Details) - Restricted Stock [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Restricted shares and warrants, number of shares [Roll Forward]
Balance, beginning of period (in shares)	992,548
Shares granted (in shares)	542,541
Shares vested (in shares)	(692,237)
Shares surrendered (in shares)	(68,205)
Balance, end of period (in shares)	774,647	992,548
Restricted shares, weighted average grant date fair value [Roll Forward]
Balance, beginning of period (in dollars per share)	$ 1.30
Shares granted (in dollars per share)	1.67
Shares vested (in dollars per share)	1.39
Shares surrendered (in dollars per share)	1.56
Balance, end of period (in dollars per share)	$ 1.46	$ 1.30
Restricted shares and warrants, additional disclosures [Abstract]
Weighted average remaining life in years, Balance	1 year 8 months 19 days	1 year 4 months 6 days
Aggregate intrinsic value, Balance	$ 1,995,021
Shares vested, Aggregate intrinsic value	1,772,127
Aggregate intrinsic value, Balance	1,983,096	$ 1,995,021
Unrecognized share-based compensation expense	$ 684,000
Unrecognized compensation expense, weighted average period of recognition	1 year 8 months 19 days
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	6 months
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years

Savings and Retirement Plans (D

Savings and Retirement Plans (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Savings and Retirement Plans [Abstract]
Employer discretionary contribution amount to U.S. plan			$ 432,000	$ 308,000
Defined Benefit Plans, Net Periodic Retirement Cost [Abstract]
Gross service cost	$ 26,000	$ 28,000	75,000	83,000
Interest cost	25,000	29,000	71,000	87,000
Expected return on assets	(23,000)	(24,000)	(65,000)	(72,000)
Amortization	(1,000)	(2,000)	(1,000)	(5,000)
Net periodic retirement cost	$ 27,000	$ 31,000	$ 80,000	$ 93,000

Business Segment Information (D

Business Segment Information (Details)		3 Months Ended		9 Months Ended
		Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)Segment	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Business Segment Information [Abstract]
Number of operating segments | Segment				1
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues		$ 13,765,065	$ 13,407,611	$ 40,779,414	$ 38,618,826
Long-lived assets		2,466,344		2,466,344		$ 2,115,316
United States [Member] | Reportable Geographical Components [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues		10,415,000	10,701,000	29,990,000	28,877,000
Long-lived assets		1,805,000		1,805,000		1,676,000
All Other Foreign Countries [Member] | Reportable Geographical Components [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	[1]	3,350,000	$ 2,707,000	10,789,000	$ 9,742,000
United Kingdom/The Netherlands [Member] | Reportable Geographical Components [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets		$ 661,000		$ 661,000		$ 439,000
[1]	No other country accounts for 10% or more of the consolidated net sales.

Equity Investment (Details)

Equity Investment (Details)	Sep. 28, 2017USD ($)SeatOptions	Sep. 30, 2017USD ($)	Sep. 30, 2017USD ($)	Dec. 31, 2016USD ($)
Schedule of Equity Method Investments [Line Items]
Investment amount		$ 2,000,000	$ 2,000,000	$ 0
Number of call options | Options	2
Vensica Medical [Member]
Schedule of Equity Method Investments [Line Items]
Investment amount	$ 2,000,000
Ownership percentage	20.00%
Number of seat allowed for board of directors in 20% ownership | Seat	1
Additional investment amount	$ 8,000,000
Income (loss) earned		$ 0	$ 0