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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Medite Cancer Diagnostics Inc (CE) | USOTC:MDIT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
For the quarterly period ended September 30, 2016
|
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
36-4296006
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
4203
SW 34 th Street, Orlando, FL
|
32811
|
(Address of principal executive offices)
|
(Zip Code)
|
Title
of each class
|
|
Name
of each exchange on which registered
|
None
|
|
Not
Applicable
|
Large
Accelerated Filer ☐
|
Accelerated
Filer ☐
|
|
|
Non-Accelerated
Filer ☐
|
Smaller
Reporting Company ☒
|
|
|
Page
|
|
||
|
|
|
F-1
|
||
|
|
|
|
F-1
|
|
|
|
|
|
F-2
|
|
|
|
|
|
F-3
|
|
|
|
|
|
F-4
|
|
|
|
|
|
F-5
|
|
|
|
|
1
|
||
|
|
|
7
|
||
|
|
|
|
||
|
|
|
8
|
||
|
|
|
8
|
||
|
|
|
9
|
||
|
|
|
10
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||
|
|
|
|
11
|
|
|
|
|
EXHIBIT
INDEX
|
|
|
|
|
|
Exhibit
31.1
|
Section 302
Certification of Chief Executive Officer
|
|
Exhibit
31.2
|
Section
302 Certification of Chief Financial Officer
|
|
Exhibit
32.1
|
Section 906
Certification of Chief Executive Officer
|
|
Exhibit
32.2
|
Section
906 Certification of Chief Financial Officer
|
|
|
Three Months
Ended
September 30,
|
|
|
2016
|
2015
|
|
(unaudited)
|
(unaudited)
|
|
|
|
Net
sales
|
$
2,339
|
$
2,662
|
Cost of
revenues
|
1,336
|
1,493
|
Gross
profit
|
1,003
|
1,169
|
|
|
|
Operating
expenses
|
|
|
Depreciation and
amortization expense
|
53
|
30
|
Research and
development
|
305
|
222
|
Selling, general
and administrative
|
860
|
785
|
Total
operating expenses
|
1,218
|
1,037
|
|
|
|
Operating income
(loss)
|
(215
)
|
132
|
|
|
|
Other expense
(income)
|
|
|
Interest
expense
|
170
|
46
|
Other expenses
(income)
|
(72
)
|
11
|
Total other
expenses
|
98
|
57
|
|
|
|
Income (loss)
before income taxes
|
(313
)
|
75
|
|
|
|
Income tax expense
(benefit)
|
(7
)
|
16
|
Net income
(loss)
|
(306
)
|
59
|
|
|
|
Preferred
dividend
|
(23
)
|
(23
)
|
|
|
|
Net loss to common
stockholders
|
$
(329
)
|
$
(36
)
|
|
|
|
Condensed
statements of comprehensive loss
|
|
|
Net income
(loss)
|
$
(306
)
|
$
59
|
Other comprehensive
income (loss)
|
|
|
Foreign
currency translation adjustments
|
177
|
(170
)
|
|
|
|
Comprehensive
loss
|
$
(129
)
|
$
(111
)
|
|
|
|
Loss per
share
|
|
|
Basic and diluted
loss per share
|
$
(0.02
)
|
$
-
|
Weighted average
basic and diluted shares outstanding
|
21,269,307
|
20,484,936
|
|
Nine
Months Ended
September 30,
|
|
|
2016
|
2015
|
|
(unaudited)
|
(unaudited)
|
|
|
|
Net
sales
|
$
7,286
|
$
7,081
|
Cost of
revenues
|
4,095
|
4,028
|
Gross
profit
|
3,191
|
3,053
|
|
|
|
Operating
expenses
|
|
|
Depreciation and
amortization expense
|
154
|
95
|
Research and
development
|
1,086
|
825
|
Selling, general
and administrative
|
2,635
|
2,191
|
Total operating
expenses
|
3,875
|
3,111
|
Operating
loss
|
(684
)
|
(58
)
|
|
|
|
Other expenses
(income)
|
|
|
Interest
expense
|
570
|
157
|
Other (income)
expenses
|
(111
)
|
61
|
Total other
expenses
|
459
|
218
|
|
|
|
Loss before income
taxes
|
(1,143
)
|
(276
)
|
|
|
|
Income tax
benefit
|
(13
)
|
(9
)
|
Net
loss
|
(1,130
)
|
(267
)
|
|
|
|
Preferred
dividend
|
(69
)
|
(69
)
|
|
|
|
Net loss to common
stockholders
|
$
(1,199
)
|
$
(336
)
|
|
|
|
Condensed
statements of comprehensive loss
|
|
|
Net
loss
|
$
(1,130
)
|
$
(267
)
|
Other comprehensive
income (loss)
|
|
|
Foreign
currency translation adjustments
|
232
|
(330
)
|
Comprehensive
loss
|
$
(898
)
|
$
(597
)
|
|
|
|
Loss per
share
|
|
|
Basic and diluted
loss per share
|
$
(.06
)
|
$
(.01
)
|
Weighted average
basic and diluted shares outstanding
|
21,127,811
|
20,051,206
|
|
Nine Months
Ended
September
30,
|
|
|
2016
|
2015
|
|
(unaudited)
|
(unaudited)
|
Cash flows from
operating activities:
|
|
|
Net
loss
|
$
(1,130
)
|
$
(267
)
|
Adjustments to
reconcile net loss to net cash used in operating
activities
|
|
|
Depreciation and
amortization
|
154
|
95
|
Amortization of
debt discount and debt issuance costs
|
358
|
-
|
Changes in assets
and liabilities:
|
|
|
Accounts
receivable, net
|
187
|
689
|
Inventories,
net
|
(1,107
)
|
(746
)
|
Prepaid expenses
and other current assets
|
64
|
(54
)
|
Accounts payable
and accrued liabilities
|
334
|
(109
)
|
Net cash provided
by (used in) operating activities
|
(1,140
)
|
(392
)
|
|
|
|
Cash flows from
investing activities:
|
|
|
Purchases of
equipment
|
(25
)
|
(19
)
|
Decrease in other
assets
|
28
|
(154
)
|
Net cash provided
by (used in) investing activities
|
3
|
(173
)
|
|
|
|
Cash flows from
financing activities:
|
|
|
Net advances
(repayments) on lines of credit and long-term debt
|
313
|
(791
)
|
Repayment of notes
due to employees
|
(62
)
|
(228
)
|
Proceeds from sale
of common stock, net issuance costs of $28
|
-
|
2,056
|
Net advances
(repayments) from related parties
|
82
|
(25
)
|
Net cash provided
by financing activities
|
333
|
1,012
|
|
|
|
Effect of exchange
rates on cash
|
249
|
(330
)
|
Net
increase (decrease) in cash
|
(555
)
|
117
|
Cash at beginning
of year
|
587
|
230
|
|
|
|
Cash at end of the
period
|
$
32
|
$
347
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Cash paid for
interest
|
$
140
|
$
103
|
Cash paid for
income taxes
|
$
8
|
$
68
|
|
|
|
Supplemental
schedule of non-cash financing activity:
|
|
|
Conversion of
preferred stock to common stock
|
$
-
|
$
525
|
Settlement of
liabilities through issuance of common stock
|
$
210
|
-
|
Reclassification of
warrant liability to additional paid in
capital
|
$
90
|
$
-
|
Issuance of
warrants on secured promissory notes classified as additional
paid-in capital and debt discount
|
$
248
|
$
-
|
Note 1.
|
Organization
|
Note 2.
|
Summary of Significant Accounting Policies
|
Note 3.
|
Inventories
|
|
September
30,
2016
(Unaudited)
|
December
31,
2015
|
Raw
materials
|
$
2,003
|
$
1,170
|
Work in
progress
|
194
|
142
|
Finished
Goods
|
2,036
|
1,763
|
Reserve for
obsolete inventory
|
(51
)
|
-
|
|
$
4,182
|
$
3,075
|
Note 4.
|
Property and Equipment
|
|
September
30,
2016
(Unaudited)
|
December
31,
2015
|
Land
|
$
215
|
$
209
|
Buildings
|
1,193
|
1,158
|
Machinery and
equipment
|
1,220
|
1,196
|
Office furniture
and equipment
|
240
|
232
|
Vehicles
|
54
|
53
|
Computer
equipment
|
91
|
87
|
Construction in
progress
|
231
|
225
|
Less: Accumulated
depreciation
|
(1,374
)
|
(1,219
)
|
|
$
1,870
|
$
1,941
|
Note 5.
|
Secured Lines of Credit, Long-Term Debt, and Notes Due to
Employees
|
|
September30,
2016
(Unaudited)
|
December
31,
2015
|
Hannoversche
Volksbank credit line #1
|
$
1,399
|
$
1,120
|
Hannoversche
Volksbank credit line #2
|
445
|
383
|
Hannoversche
Volksbank term loan #1
|
-
|
61
|
Hannoversche
Volksbank term loan #2
|
-
|
24
|
Hannoversche
Volksbank term loan #3
|
141
|
182
|
Secured Promissory
Notes
|
650
|
500
|
DZ Equity Partners
Participation rights
|
841
|
818
|
Total
|
3,476
|
3,088
|
Discount on secured
promissory notes and debt issuance costs
|
-
|
(110
)
|
Less current
portion of long-term debt
|
(3,398
)
|
(2,857
)
|
Long-term
debt
|
$
78
|
$
121
|
Note
6.
|
Related Party Transactions
|
Note 7.
|
Common Stock
|
Note 8.
|
Preferred Stock and Warrants
|
Liquidation
Value:
|
$4.50
per share, $212,625
|
Conversion
Price:
|
$10,303
per share
|
Conversion
Rate:
|
0.00044—Liquidation
Value divided by Conversion Price ($4.50/$10,303)
|
Voting
Rights:
|
None
|
Dividends:
|
None
|
Conversion
Period:
|
Any
time
|
Liquidation
Value:
|
$4.00
per share, $375,000
|
Conversion
Price:
|
$1,000
per share
|
Conversion
Rate:
|
0.0040—Liquidation
Value divided by Conversion Price ($4.00/$1,000)
|
Voting
Rights:
|
None
|
Dividends:
|
10%—Quarterly—Commencing
March 31, 2001
|
Conversion
Period:
|
Any
time
|
Cumulative
dividends in arrears at September 30, 2016 were $586,288
|
Liquidation
Value:
|
$3.00
per share, $115,000
|
Conversion
Price:
|
$600
per share
|
Conversion
Rate:
|
0.0050—Liquidation
Value divided by Conversion Price ($3.00/$600)
|
Voting
Rights:
|
None
|
Dividends:
|
10%—Quarterly—Commencing
March 31, 2002
|
Conversion
Period:
|
Any
time
|
Cumulative
dividends in arrears at September 30, 2016 were $171,538
|
Liquidation
Value:
|
$10.00
per share, $525,000
|
Conversion
Price:
|
$1,000
per share
|
Conversion
Rate:
|
.01—Liquidation
Value divided by Conversion Price ($10.00/$1,000)
|
Voting
Rights:
|
None
|
Dividends:
|
10%—Quarterly—Commencing
April 30, 2002
|
Conversion
Period:
|
Any
time
|
Cumulative
dividends in arrears at September 30, 2016 were $0
|
Liquidation
Value:
|
$22.00
per share, $418,488
|
Conversion
Price:
|
$800.00
per share
|
Conversion
Rate:
|
.0275—Liquidation
Value divided by Conversion Price ($22.00/$800)
|
Voting
Rights:
|
Equal
in all respects to holders of common shares
|
Dividends:
|
10%—Quarterly—Commencing
May 31, 2002
|
Conversion
Period:
|
Any
time
|
Cumulative
dividends in arrears at September 30, 2016 were $631,548
|
Note 9.
|
Commitments and Contingencies
|
Note 10.
|
Subsequent Events
|
Note 11.
|
Segment Information
|
|
United
States
|
Germany
|
Poland
|
Total
|
||||
|
September
30,
2016
|
December
31,
2015
|
September
30,
2016
|
December
31,
2015
|
September
30,
2016
|
December
31,
2015
|
September
30,
2016
|
December
31,
2015
|
Assets
|
$
11,416
|
$
11,826
|
$
6,911
|
$
6,357
|
$
253
|
$
195
|
$
18,580
|
$
18,378
|
Property and
equipment, net
|
$
72
|
$
84
|
$
1,795
|
$
1,853
|
$
3
|
$
4
|
$
1,870
|
$
1,941
|
Intangible
assets
|
$
10,518
|
$
10,518
|
$
-
|
$
-
|
$
-
|
$
-
|
$
10,518
|
$
10,518
|
|
United
States
|
Germany
|
Poland
|
Total
|
||||
|
September
30,
2016
|
September
30,
2015
|
September
30,
2016
|
September
30,
2015
|
September
30,
2016
|
September
30,
2015
|
September
30,
2016
|
September
30,
2015
|
Revenues
|
$
182
|
$
283
|
$
2,137
|
$
2,340
|
$
20
|
$
39
|
$
2,339
|
$
2,662
|
Net income
(loss)
|
$
(376
)
|
$
(708
)
|
$
70
|
$
223
|
$
-
|
$
(54
)
|
$
(306
)
|
$
59
|
|
United
States
|
Germany
|
Poland
|
Total
|
||||
Revenues:
|
September 30,
2016
|
September 30,
2015
|
September 30,
2016
|
September 30,
2015
|
September 30,
2016
|
September 30,
2015
|
September 30,
2016
|
September 30.
2015
|
Histology
Equipment
|
$
68
|
$
-
|
$
1,337
|
$
1,225
|
$
0
|
$
1
|
$
1,405
|
$
1,226
|
Histology Consumables
|
26
|
39
|
613
|
667
|
20
|
33
|
659
|
739
|
Cytology
Consumables
|
88
|
244
|
187
|
448
|
0
|
5
|
275
|
697
|
Total
Revenues
|
$
182
|
$
283
|
$
2,137
|
$
2,340
|
$
20
|
$
39
|
$
2,339
|
$
2,662
|
|
United
States
|
Germany
|
Poland
|
Total
|
||||
|
September
30,
2016
|
September
30,
2015
|
September
30,
2016
|
September
30,
2015
|
September
30,
2016
|
September
30,
2015
|
September
30,
2016
|
September
30,
2015
|
Revenues
|
$
735
|
$
928
|
$
6,513
|
$
6,114
|
$
38
|
$
39
|
$
7,286
|
$
7,081
|
Net income
(loss)
|
$
(1,353
)
|
$
(552
)
|
$
314
|
$
339
|
$
(91
)
|
$
(54
)
|
$
(1,130
)
|
$
(267
)
|
|
United
States
|
Germany
|
Poland
|
Total
|
||||
Revenues:
|
September
30,
2016
|
September 30,
2015
|
September
30,
2016
|
September 30,
2015
|
September
30,
2016
|
September 30,
2015
|
September
30,
2016
|
September 30,
2015
|
Histology
Equipment
|
$
283
|
$
292
|
$
3,901
|
$
3,280
|
$
8
|
$
1
|
$
4,192
|
$
3,573
|
Histology Consumables
|
96
|
152
|
1,770
|
1,768
|
27
|
33
|
1,893
|
1,953
|
Cytology
Consumables
|
356
|
484
|
842
|
1,066
|
3
|
5
|
1,201
|
1,555
|
Total
Revenues
|
$
735
|
$
928
|
$
6,513
|
$
6,114
|
$
38
|
$
39
|
$
7,286
|
$
7,081
|
Definition:
|
Histology
- Cancer diagnostics based on the structures of cells in
tissues
|
|
Cytology
- Cancer diagnostics based on the structures of individual
cells
|
Exhibit
Number
|
|
Description
|
|
|
|
31.1
|
|
Section
302 certification by the principal executive officer pursuant to
Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act
of 2002.
|
|
|
|
31.2
|
|
Section
302 certification by the principal financial officer pursuant to
Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act
of 2002.
|
|
|
|
32.1
|
|
Section
906 certification by the principal executive pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes
Oxley Act of 2002.
|
|
|
|
32.2
|
|
Section
906 certification by the principal financial officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL
Instance
|
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation
|
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition
|
|
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Labels
|
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101.PRE
|
|
XBRL
Taxonomy Extension Presentation
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MEDITE
Cancer Diagnostics, Inc.
|
|
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Date: November
14, 2016
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/s/ David E.
Patterson
|
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David E. Patterson
|
|
Chief Executive Officer
|
|
|
Date:
November 14, 2016
|
/s/.David E.
Patterson
|
|
David
E. Patterson
|
|
Chief Financial Officer
|
1 Year Medite Cancer Diagnostics (CE) Chart |
1 Month Medite Cancer Diagnostics (CE) Chart |
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