Document and Entity Information
v3.3.0.814
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2016
Nov. 09, 2016
Document and Entity Information [Abstract]    
Entity Registrant Name ARRHYTHMIA RESEARCH TECHNOLOGY INC /DE/  
Entity Central Index Key 0000819689  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Document Type 10-Q  
Document Period End Date Sep. 30, 2016  
Document Fiscal Year Focus 2016  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   2,816,639

Condensed Consolidated Balance Sheets
v3.3.0.814
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Current assets:    
Cash and cash equivalents $ 206,619 $ 272,291
Trade accounts receivable, net of allowance for doubtful accounts of $30,000 at September 30, 2016 and $60,000 at December 31, 2015 2,367,370 2,798,353
Inventories 3,144,471 2,118,712
Prepaid expenses and other current assets 745,082 614,129
Total current assets 6,463,542 5,803,485
Property, plant and equipment, net 6,544,711 6,626,069
Assets held for sale, net 665,000 665,000
Intangible assets, net 17,327 18,645
Other assets 237,305 268,835
Total assets 13,927,885 13,382,034
Current liabilities:    
Revolving line of credit, current portion 1,546,495  
Equipment line of credit, current portion   35,718
Term notes payable, current portion 771,645 589,635
Subordinated promissory notes 493,898 473,135
Accounts payable 1,964,666 1,553,388
Accrued expenses and other current liabilities 310,390 275,777
Customer deposits 417,966 93,407
Deferred revenue, current 246,657 272,837
Total current liabilities 5,751,717 3,293,897
Long-term liabilities:    
Revolving line of credit, non-current portion   1,511,495
Equipment line of credit, non-current portion   301,132
Term notes payable, non-current portion 1,342,443 1,120,652
Deferred revenue, non-current 255,412 272,181
Total long-term liabilities 1,597,855 3,205,460
Total liabilities $ 7,349,572 $ 6,499,357
Commitments and Contingencies
Shareholders' equity:    
Preferred stock, $0.001 par value; 2,000,000 shares authorized, none issued
Common stock, $0.01 par value; 10,000,000 shares authorized; 3,926,491 issued, 2,816,639 outstanding at September 30, 2016 and 3,926,491 issued, 2,801,639 outstanding at December 31, 2015 $ 39,265 $ 39,265
Additional paid-in-capital 11,426,837 11,381,536
Treasury stock at cost, 1,109,852 shares at September 30, 2016 and 1,124,852 shares at December 31, 2015 (3,028,564) (3,069,496)
Accumulated deficit (1,859,225) (1,468,628)
Total shareholders' equity 6,578,313 6,882,677
Total liabilities and shareholders' equity $ 13,927,885 $ 13,382,034

Condensed Consolidated Balance Sheets (Parenthetical)
v3.3.0.814
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Condensed Consolidated Balance Sheets [Abstract]    
Allowance for doubtful accounts receivable, current $ 30,000 $ 60,000
Preferred stock, par value per share $ 0.001 $ 0.001
Preferred stock, shares authorized 2,000,000 2,000,000
Preferred stock, shares issued 0 0
Common stock, par value per share $ 0.01 $ 0.01
Common stock, shares authorized 10,000,000 10,000,000
Common stock, shares issued 3,926,491 3,926,491
Common stock, shares outstanding 2,816,639 2,801,639
Treasury stock, shares 1,109,852 1,124,852

Condensed Consolidated Statements of Operations
v3.3.0.814
Condensed Consolidated Statements of Operations - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Condensed Consolidated Statements of Operations [Abstract]        
Net sales $ 4,713,123 $ 5,226,135 $ 14,825,417 $ 16,743,571
Cost of sales 3,902,363 4,508,622 12,384,788 14,197,508
Gross profit 810,760 717,513 2,440,629 2,546,063
Selling and marketing 303,279 219,895 900,189 740,476
General and administrative 482,115 651,669 1,664,182 1,825,473
Research and development 24,534 48,007 74,792 202,792
Total operating expenses 809,928 919,571 2,639,163 2,768,741
Net income (loss) from continuing operations 832 (202,058) (198,534) (222,678)
Other expense:        
Interest expense (69,596) (66,602) (193,092) (202,135)
Other income, net 202 3,033 1,029 19,864
Total other expense, net (69,394) (63,569) (192,063) (182,271)
Income (loss) from continuing operations before income taxes $ (68,562) $ (265,627) $ (390,597) $ (404,949)
Income tax provision
Income (loss) from continuing operations $ (68,562) $ (265,627) $ (390,597) $ (404,949)
Discontinued Operations:        
Income from discontinued operations, net of tax provision of $0 for the three and nine months ended September 30, 2016 and 2015       362,610
Net income (loss) $ (68,562) $ (265,627) $ (390,597) $ (42,339)
Earnings (loss) per share - basic        
Continuing operations $ (0.02) $ (0.10) $ (0.14) $ (0.15)
Discontinued operations       0.13
Earnings (loss) per share - basic (0.02) (0.10) (0.14) (0.02)
Earnings (loss) per share - diluted        
Continuing operations (0.02) (0.10) (0.14) (0.15)
Discontinued operations       0.13
Earnings (loss) per share - dilutes $ (0.02) $ (0.10) $ (0.14) $ (0.02)
Weighted average common shares outstanding - basic 2,816,639 2,786,539 2,816,475 2,782,452
Weighted average common shares outstanding - diluted 2,816,639 2,786,539 2,816,475 2,782,452

Condensed Consolidated Statements of Operations (Parenthetical)
v3.3.0.814
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Condensed Consolidated Statements of Operations [Abstract]        
Tax provision, discontinued operations $ 0 $ 0 $ 0 $ 0

Condensed Consolidated Statements of Cash Flows
v3.3.0.814
Condensed Consolidated Statements of Cash Flows - USD ($)
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Cash flows from operating activities:    
Net income (loss) $ (390,597) $ (42,339)
Income from discontinued operations   (362,610)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
(Gain) loss on sale of property, plant and equipment   (17,143)
Depreciation and amortization 1,152,001 1,102,428
Impairment of intangibles   118,318
Non-cash interest expense 20,762 20,762
Change in allowance for doubtful accounts (30,000) 3,000
Share-based compensation expense 35,083 23,416
Changes in operating assets and liabilities:    
Accounts receivable 460,983 128,961
Inventories (1,025,759) 56,996
Prepaid expenses and other current assets (130,953) (276,904)
Other non-current assets 31,530 230,325
Accounts payable 411,278 19,387
Accrued expenses and other current liabilities 332,993 98,516
Other non-current liabilities (16,769) (256,870)
Net cash provided by (used in) operating activities 850,552 846,243
Cash flows from investing activities:    
Purchases of property, plant and equipment (1,069,325) (1,072,347)
Proceeds from sale of property, plant and equipment   35,700
Cash paid for patents and trademarks   (6,176)
Net cash provided by (used in) investing activities (1,069,325) (1,042,823)
Cash flows from financing activities:    
Proceeds from (payments on) revolving line of credit, net 35,000 190,000
Proceeds from equipment line of credit 544,851 415,785
Payments on term notes payable (477,900) (383,376)
Proceeds from stock option exercises 51,150 28,611
Net cash provided by (used in) financing activities 153,101 251,020
Net increase (decrease) in cash and cash equivalents (65,672) 54,440
Cash and cash equivalents, beginning of period 272,291 209,398
Cash and cash equivalents, end of period 206,619 263,838
Supplemental Cash Flow Information    
Cash paid for interest 173,035 171,040
Non-cash activities:    
Equipment line of credit converted to term notes payable $ 881,701 $ 415,785

Basis of Presentation
v3.3.0.814
Basis of Presentation
9 Months Ended
Sep. 30, 2016
Basis of Presentation [Abstract]  
Basis of Presentation

1.  Basis of Presentation



The consolidated financial statements (the "financial statements") include the accounts of Arrhythmia Research Technology, Inc.® (“ART”) and its subsidiary, Micron Products, Inc.® ("Micron" and together with ART, the “Company”). ART discontinued operations of its wholly-owned Pennsylvania subsidiary, RMDDxUSA Corp. (“RMDDxUSA”) and that subsidiary’s Prince Edward Island subsidiary, RMDDx Corporation (“RMDDx” and collectively with RMDDxUSA,“WirelessDx”) in the third quarter of 2012.  In May 2014, RMDDxUSA filed for bankruptcy and the Chapter 7 discharge order was issued on March 20, 2015 and the case was closed (see Note 10).   The WirelessDx results are presented herein as discontinued operations.  All intercompany balances and transactions have been eliminated in consolidation.



The unaudited interim condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").  Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to such rules and regulations.  These financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 10, 2016.  



The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The Company's balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements.



The information presented reflects, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial results for the interim periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. 

 


Earnings per Share (_EPS_)
v3.3.0.814
Earnings per Share ("EPS")
9 Months Ended
Sep. 30, 2016
Earnings per Share ("EPS") [Abstract]  
Earnings per Share ("EPS")

2.  Earnings per Share ("EPS")



Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding.  The computation of diluted earnings (loss) per share is similar to the computation of basic earnings (loss) per share except that the denominator is increased to include the average number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued.  In addition, the numerator is adjusted for any changes in net income (loss) that would result from the assumed conversions of those potential shares.    For the three and nine months ended September 30, 2016 and 2015 all shares are anti-dilutive.  For this reason the EPS table has been removed.

 


Inventories
v3.3.0.814
Inventories
9 Months Ended
Sep. 30, 2016
Inventories [Abstract]  
Inventories

3.  Inventories



Inventories consist of the following:







 

 

 

 

 

 



 

 

 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015

Raw materials

 

$

977,277 

 

$

775,427 

Work-in-process

 

 

709,140 

 

 

265,113 

Finished goods

 

 

1,458,054 

 

 

1,078,172 

Total

 

$

3,144,471 

 

$

2,118,712 



Silver included in raw materials, work-in-process and finished goods inventory had an estimated cost of $607,700 and $313,738 as of September 30, 2016 and December 31, 2015, respectively. 



In the third quarter the Company entered into multi-year agreements with certain offshore customers resulting in increased inventory as of September 30, 2016.

 


Inventories (Tables)
v3.3.0.814
Inventories (Tables)
9 Months Ended
Sep. 30, 2016
Inventories [Abstract]  
Inventories



 

 

 

 

 

 



 

 

 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015

Raw materials

 

$

977,277 

 

$

775,427 

Work-in-process

 

 

709,140 

 

 

265,113 

Finished goods

 

 

1,458,054 

 

 

1,078,172 

Total

 

$

3,144,471 

 

$

2,118,712 




Inventories (Details)
v3.3.0.814
Inventories (Details) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Inventories [Abstract]    
Raw materials $ 977,277 $ 775,427
Work-in-process 709,140 265,113
Finished goods 1,458,054 1,078,172
Total 3,144,471 2,118,712
Silver inventory $ 607,700 $ 313,738

Property, Plant and Equipment, net
v3.3.0.814
Property, Plant and Equipment, net
9 Months Ended
Sep. 30, 2016
Property, Plant and Equipment, net [Abstract]  
Property, Plant and Equipment, net

4.  Property, Plant and Equipment, net



Property, plant and equipment, net consist of the following:







 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

Asset Lives

 

September 30,

 

December 31,



 

(in years)

 

2016

 

2015

Machinery and equipment

 

3

to

15

 

$

16,724,913 

 

$

15,168,377 

Building and improvements

 

5

to

25

 

 

3,986,715 

 

 

3,978,387 

Vehicles

 

3

to

5

 

 

90,713 

 

 

90,713 

Furniture, fixtures, computers and software

 

3

to

5

 

 

1,505,275 

 

 

1,437,692 

Construction in progress

 

 

 

 

 

 

39,223 

 

 

682,069 

Total property, plant and equipment

 

 

 

 

 

 

22,346,839 

 

 

21,357,238 

Less: accumulated depreciation

 

 

 

 

 

 

(15,802,128)

 

 

(14,731,169)

Property, plant and equipment, net

 

 

 

 

 

$

6,544,711 

 

$

6,626,069 



For the three months ended September 30, 2016 and 2015, the Company recorded depreciation expense of $406,122 and $371,606, respectively.  For the nine months ended September 30, 2016 and 2015, the Company recorded depreciation expense of $1,150,683 and $1,099,632, respectively.



On December 4, 2015, the Company entered into a Letter of Intent to sell its two unoccupied buildings, with a total of approximately 52,000 square feet, and land, at its Fitchburg, Massachusetts campus.  On January 13, 2016, the Company entered into a Purchase and Sale Agreement to sell these two buildings which have been classified as Assets Held for Sale at September 30, 2016 and December 31, 2015. The carrying value of the properties ($665,000) approximated the fair value less the cost to sell. The Company originally expected the sale of the properties to be completed by the end of 2016; however, due to ongoing renegotiations, the Company now expects the sale to occur by the end of 2017.  The Company does not expect any material impact on the statement of operations. 




Property, Plant and Equipment, net (Tables)
v3.3.0.814
Property, Plant and Equipment, net (Tables)
9 Months Ended
Sep. 30, 2016
Property, Plant and Equipment, net [Abstract]  
Property, Plant and Equipment, net



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

Asset Lives

 

September 30,

 

December 31,



 

(in years)

 

2016

 

2015

Machinery and equipment

 

3

to

15

 

$

16,724,913 

 

$

15,168,377 

Building and improvements

 

5

to

25

 

 

3,986,715 

 

 

3,978,387 

Vehicles

 

3

to

5

 

 

90,713 

 

 

90,713 

Furniture, fixtures, computers and software

 

3

to

5

 

 

1,505,275 

 

 

1,437,692 

Construction in progress

 

 

 

 

 

 

39,223 

 

 

682,069 

Total property, plant and equipment

 

 

 

 

 

 

22,346,839 

 

 

21,357,238 

Less: accumulated depreciation

 

 

 

 

 

 

(15,802,128)

 

 

(14,731,169)

Property, plant and equipment, net

 

 

 

 

 

$

6,544,711 

 

$

6,626,069 




Property, Plant and Equipment, net (Narrative) (Details)
v3.3.0.814
Property, Plant and Equipment, net (Narrative) (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2016
USD ($)
ft²
Sep. 30, 2015
USD ($)
Sep. 30, 2016
USD ($)
ft²
item
Sep. 30, 2015
USD ($)
Dec. 31, 2015
USD ($)
Depreciation expense $ 406,122 $ 371,606 $ 1,150,683 $ 1,099,632  
Assets held for sale, net $ 665,000   $ 665,000   $ 665,000
Fitchburg, Massachusetts [Member]          
Number of unoccupied buildings with letter of intent to sale | item     2    
Area of unoccupied buildings | ft² 52,000   52,000    

Property, Plant and Equipment, net (Property, Plant and Equipment) (Details)
v3.3.0.814
Property, Plant and Equipment, net (Property, Plant and Equipment) (Details) - USD ($)
9 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Property, Plant and Equipment    
Machinery and equipment $ 16,724,913 $ 15,168,377
Buildings and improvements 3,986,715 3,978,387
Vehicles 90,713 90,713
Furniture, fixtures, computers and software 1,505,275 1,437,692
Construction in progress 39,223 682,069
Total property, plant and equipment 22,346,839 21,357,238
Less: accumulated depreciation (15,802,128) (14,731,169)
Property, plant and equipment, net $ 6,544,711 $ 6,626,069
Maximum [Member] | Machinery and Equipment [Member]    
Property, Plant and Equipment    
Asset Lives (in years) 15 years  
Maximum [Member] | Building and Improvements [Member]    
Property, Plant and Equipment    
Asset Lives (in years) 25 years  
Maximum [Member] | Vehicles [Member]    
Property, Plant and Equipment    
Asset Lives (in years) 5 years  
Maximum [Member] | Furniture, Fixtures, Computers and Software [Member]    
Property, Plant and Equipment    
Asset Lives (in years) 5 years  
Minimum [Member] | Machinery and Equipment [Member]    
Property, Plant and Equipment    
Asset Lives (in years) 3 years  
Minimum [Member] | Building and Improvements [Member]    
Property, Plant and Equipment    
Asset Lives (in years) 5 years  
Minimum [Member] | Vehicles [Member]    
Property, Plant and Equipment    
Asset Lives (in years) 3 years  
Minimum [Member] | Furniture, Fixtures, Computers and Software [Member]    
Property, Plant and Equipment    
Asset Lives (in years) 3 years  

Intangible Assets, net
v3.3.0.814
Intangible Assets, net
9 Months Ended
Sep. 30, 2016
Intangible Assets, net [Abstract]  
Intangibles Assets, net

5.  Intangible Assets, net



The Company assesses the impairment of long-lived assets and intangible assets with finite lives annually or whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. For the nine months ended September 30, 2016 and 2015, the Company recorded impairment charges of $0 and $118,318, respectively.    



Intangible assets consist of the following:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Estimated

 

September 30, 2016

 

December 31, 2015



 

Useful Life

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Accumulated

 

 

 



 

(in years)

 

Gross

 

Amortization

 

Net

 

Gross

 

Amortization

 

Net

Patents and trademarks

 

10 

 

$

26,626 

 

 

9,299 

 

$

17,327 

 

$

26,626 

 

$

7,981 

 

$

18,645 

Total intangible assets

 

 

 

$

26,626 

 

$

9,299 

 

$

17,327 

 

$

26,626 

 

$

7,981 

 

$

18,645 



For the three months ended September 30, 2016 and 2015, the Company recorded amortization expense of $439 and $808, respectively.  For the nine months ended September 30, 2016 and 2015, the Company recorded amortization expense of $1,318 and $2,796, respectively. 


Intangible Assets, net (Tables)
v3.3.0.814
Intangible Assets, net (Tables)
9 Months Ended
Sep. 30, 2016
Intangible Assets, net [Abstract]  
Intangibles Assets



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Estimated

 

September 30, 2016

 

December 31, 2015



 

Useful Life

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Accumulated

 

 

 



 

(in years)

 

Gross

 

Amortization

 

Net

 

Gross

 

Amortization

 

Net

Patents and trademarks

 

10 

 

$

26,626 

 

 

9,299 

 

$

17,327 

 

$

26,626 

 

$

7,981 

 

$

18,645 

Total intangible assets

 

 

 

$

26,626 

 

$

9,299 

 

$

17,327 

 

$

26,626 

 

$

7,981 

 

$

18,645 




Intangible Assets, net (Narrative) (Details)
v3.3.0.814
Intangible Assets, net (Narrative) (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Intangible Assets, net [Abstract]        
Intangible asset impairment       $ 118,318
Amortization expense $ 439 $ 808 $ 1,318 $ 2,796

Intangible Assets, net (Intangible Assets) (Details)
v3.3.0.814
Intangible Assets, net (Intangible Assets) (Details) - USD ($)
9 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Intangible Assets [Line Items]    
Gross $ 26,626 $ 26,626
Accumulated Amortization 9,299 7,981
Net $ 17,327 18,645
Patents and Trademarks [Member]    
Intangible Assets [Line Items]    
Estimated Useful Life (in years) 10 years  
Gross $ 26,626 26,626
Accumulated Amortization 9,299 7,981
Net $ 17,327 $ 18,645

Debt
v3.3.0.814
Debt
9 Months Ended
Sep. 30, 2016
Debt [Abstract]  
Debt



6.  Debt



The following table sets forth the items which comprise debt for the Company:





 

 

 

 

 

 



 

 

 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015

Revolving line of credit

 

$

1,546,495 

 

$

1,511,495 

Equipment line of credit

 

$

 —

 

$

336,850 

Subordinated promissory notes

 

$

493,898 

 

$

473,135 



 

 

 

 

 

 

Term notes payable:

 

 

 

 

 

 

Commercial term loan

 

$

483,908 

 

$

714,175 

Equipment term loans

 

 

1,556,283 

 

 

879,898 

Equipment notes

 

 

73,897 

 

 

116,214 

Total term notes payable

 

$

2,114,088 

 

$

1,710,287 



 

 

 

 

 

 

Total Debt

 

$

4,154,481 

 

$

4,031,767 







Bank Debt



The revolving line of credit (the "revolver"), equipment line of credit, commercial term loan, and three equipment term loans are all under the terms of a multi-year credit facility with a bank as detailed below. The debt is secured by substantially all assets of the Company with the exception of real property.



Revolver



The revolver provides for borrowings up to 80% of eligible accounts receivable and 50% of eligible raw materials inventory.  The interest rate on the revolver is calculated at the bank's prime rate plus 0.25%  (3.75% at September 30, 2016). The revolver has a maturity date of June 2017. Amounts available to borrow under the revolver are $398,528 at September 30, 2016.



Commercial term loan



The commercial term loan has a five year term with a maturity date in March 2018.  The commercial loan requires monthly payments of approximately $28,000, consisting of principal and interest at a fixed rate of 4.25%.



Equipment line of credit and equipment term loans



On March 29, 2013, the Company entered into an equipment line of credit that allowed for advances of up to $1.0 million and included a one-year draw period during which payments were interest only. The draw period ended March 29, 2014 and the then outstanding balance on the equipment line of credit of $740,999 was converted to an equipment term loan with a five-year term, maturing as of March 29, 2019. The equipment term loan requires monthly payments of approximately $14,000, consisting of principal and interest at a fixed rate of 4.65%.



On June 26, 2014, the Company entered into an equipment line of credit that allowed for advances of up to $1.0 million and included a one-year draw period during which payments were interest only. The draw period ended June 26, 2015 and the then outstanding balance on the equipment line of credit of $415,785 was converted to an equipment term loan with a five-year term, maturing as of June 26, 2020. The equipment term loan requires monthly payments of approximately $8,000, consisting of principal and interest at a fixed rate of 4.67%.



On June 19, 2015, the Company entered into an equipment line of credit that allowed for advances of up to $1.0 million and included a one-year draw period during which payments were interest only. The draw period ended June 20, 2016 and the then outstanding balance on the equipment line of credit of $881,701 was converted to an equipment term loan with a five-year term, maturing as of June 19, 2021. The equipment term loan requires monthly payments of approximately $17,000, consisting of principal and interest at a fixed rate of 4.68%.



Other Debt



Equipment notes



In January 2013, the Company entered into two equipment notes totaling $272,500 with a financing company to acquire production equipment. The notes bear interest at the fixed rate of 4.66% and require monthly payments of principal and interest of approximately $5,000 over a five year term maturing in January 2018.



Subordinated promissory notes



In December 2013, the Company completed a private offering in which the Company sold an aggregate of $500,000 in subordinated promissory notes. The notes are unsecured and require quarterly interest-only payments at a rate of 10% per annum for the first two years, increasing to 12% per annum in December 2015. The notes mature in December 2016 at which point the outstanding balance is due in full. The subordinated promissory notes may be prepaid by the Company at any time following the first anniversary thereof without penalty. The notes are subordinated to all indebtedness of the Company pursuant to the bank credit facility.



In connection with the subordinated promissory notes, the Company issued warrants to purchase the Company's common stock at $3.51 per share. The warrants expire in December 2016. The proceeds were allocated between the notes and warrants on a relative fair value basis resulting in $416,950 allocated to the notes and $83,050 allocated to the warrants as part of Additional-Paid-in-Capital. The total discount on the notes is being recognized as non-cash interest expense over the term of the notes. The Company recorded $6,921 and $20,763 for the three and nine months ended September 30, 2016 and 2015 of non-cash interest expense related to the amortization of the discount. The unamortized discount which is net against the outstanding balance of the subordinated promissory notes is $6,102 at September 30, 2016 and $26,865 at December 31, 2015.



In October 2016, certain of these promissory notes and the unexercised warrants were amended to extend their maturity dates to December 2018 (Note 11).

 


Debt (Tables)
v3.3.0.814
Debt (Tables)
9 Months Ended
Sep. 30, 2016
Debt [Abstract]  
Summary of Debt



 

 

 

 

 

 



 

 

 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015

Revolving line of credit

 

$

1,546,495 

 

$

1,511,495 

Equipment line of credit

 

$

 —

 

$

336,850 

Subordinated promissory notes

 

$

493,898 

 

$

473,135 



 

 

 

 

 

 

Term notes payable:

 

 

 

 

 

 

Commercial term loan

 

$

483,908 

 

$

714,175 

Equipment term loans

 

 

1,556,283 

 

 

879,898 

Equipment notes

 

 

73,897 

 

 

116,214 

Total term notes payable

 

$

2,114,088 

 

$

1,710,287 



 

 

 

 

 

 

Total Debt

 

$

4,154,481 

 

$

4,031,767 




Debt (Bank Debt Narrative) (Details)
v3.3.0.814
Debt (Bank Debt Narrative) (Details)
9 Months Ended
Sep. 30, 2016
USD ($)
item
Jun. 20, 2016
USD ($)
Dec. 31, 2015
USD ($)
Jun. 26, 2015
USD ($)
Mar. 29, 2014
USD ($)
Debt Instrument [Line Items]          
Outstanding balance, line of credit $ 1,546,495   $ 1,511,495    
Revolving Credit Facility [Member]          
Debt Instrument [Line Items]          
Percent borrowable of net eligible receivable 80.00%        
Percent Borrowable of net Eligible Raw Materials Inventory 50.00%        
Revolver, interest rate at end of period 3.75%        
Amount available under line of credit facility $ 398,528        
Maximum borrowing capacity $ 500,000        
Debt instrument, maturity date Jun. 01, 2017        
Revolving Credit Facility [Member] | Prime Rate [Member]          
Debt Instrument [Line Items]          
Spread on variable rate 0.25%        
Equipment Line Of Credit 2013 [Member] | Equipment Line of Credit [Member]          
Debt Instrument [Line Items]          
Line of credit, draw period 1 year        
Maximum borrowing capacity $ 1,000,000        
Outstanding balance, line of credit         $ 740,999
Equipment Term Loan 2014 [Member] | Equipment Line of Credit [Member]          
Debt Instrument [Line Items]          
line of credit, interest during period 4.65%        
Line of credit, maturity period 5 years        
Approximate monthly principal and interest payment $ 14,000        
Debt instrument, maturity date Mar. 29, 2019        
Equipment Line Of Credit 2014 [Member] | Equipment Line of Credit [Member]          
Debt Instrument [Line Items]          
Line of credit, draw period 1 year        
Maximum borrowing capacity $ 1,000,000        
Outstanding balance, line of credit       $ 415,785  
Equipment Term Loan 2015 [Member] | Equipment Line of Credit [Member]          
Debt Instrument [Line Items]          
line of credit, interest during period 4.67%        
Line of credit, maturity period 5 years        
Approximate monthly principal and interest payment $ 8,000        
Debt instrument, maturity date Jun. 26, 2020        
Equipment Line Of Credit 2015 [Member] | Equipment Line of Credit [Member]          
Debt Instrument [Line Items]          
Line of credit, draw period 1 year        
Maximum borrowing capacity $ 1,000,000        
Outstanding balance, line of credit   $ 881,701      
Equipment Term Loan 2016 [Member] | Equipment Line of Credit [Member]          
Debt Instrument [Line Items]          
line of credit, interest during period 4.68%        
Line of credit, maturity period 5 years        
Approximate monthly principal and interest payment $ 17,000        
Debt instrument, maturity date Jun. 19, 2021        
Term Debt And Equipment Notes [Member]          
Debt Instrument [Line Items]          
Number of Equipment Term Loans | item 3        
Term Debt And Equipment Notes [Member] | Commercial Term Loan [Member]          
Debt Instrument [Line Items]          
Debt instrument, interest rate 4.25%        
Line of credit, maturity period 5 years        
Approximate monthly principal and interest payment $ 28,000        
Debt instrument, maturity date Mar. 01, 2018        

Debt (Other Debt Narrative) (Details)
v3.3.0.814
Debt (Other Debt Narrative) (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2016
USD ($)
$ / shares
Sep. 30, 2015
USD ($)
Sep. 30, 2016
USD ($)
item
$ / shares
Sep. 30, 2015
USD ($)
Dec. 31, 2015
USD ($)
Dec. 19, 2013
USD ($)
Jan. 31, 2013
USD ($)
Debt Instruments [Line Items]              
Non-cash interest expense $ 6,921 $ 6,921 $ 20,763 $ 20,763      
Term Debt And Equipment Notes [Member] | Equipment Term Loans [Member]              
Debt Instruments [Line Items]              
Number of equipment notes | item     2        
Debt instrument, face amount             $ 272,500
Debt instrument, interest rate 4.66%   4.66%        
Approximate monthly principal and interest payment     $ 5,000        
Equipment notes, maturity period     5 years        
Subordinated Promissory Notes [Member]              
Debt Instruments [Line Items]              
Debt instrument, face amount           $ 500,000  
Debt, fair value $ 416,950   $ 416,950        
Unamortized discount $ 6,102   $ 6,102   $ 26,865    
Subordinated promissory notes, exercise price of warrants | $ / shares $ 3.51   $ 3.51        
Subordinated Promissory Notes [Member] | Debt Instrument, Redemption, Period One [Member]              
Debt Instruments [Line Items]              
Interest rate           10.00%  
Subordinated Promissory Notes [Member] | Debt Instrument, Redemption, Period Two [Member]              
Debt Instruments [Line Items]              
Interest rate           12.00%  
Subordinated Promissory Notes [Member] | Additional Paid-in Capital, Attributable to Convertible Option [Member]              
Debt Instruments [Line Items]              
Debt instrument, face amount $ 83,050   $ 83,050        

Debt (Summary of Debt) (Details)
v3.3.0.814
Debt (Summary of Debt) (Details) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Debt Instrument [Line Items]    
Revolving line of credit $ 1,546,495 $ 1,511,495
Equipment line of credit   336,850
Subordinated promissory notes 493,898 473,135
Total term notes payable 2,114,088 1,710,287
Total Debt 4,154,481 4,031,767
Term Debt And Equipment Notes [Member] | Commercial Term Loan [Member]    
Debt Instrument [Line Items]    
Total term notes payable 483,908 714,175
Term Debt And Equipment Notes [Member] | Equipment Term Loans [Member]    
Debt Instrument [Line Items]    
Total term notes payable 1,556,283 879,898
Term Debt And Equipment Notes [Member] | Equipment Notes [Member]    
Debt Instrument [Line Items]    
Total term notes payable $ 73,897 $ 116,214

Income Taxes
v3.3.0.814
Income Taxes
9 Months Ended
Sep. 30, 2016
Income Taxes [Abstract]  
Income Taxes

7.  Income Taxes



No provision for income taxes has been recorded in the three or nine months ended September 30, 2016 or 2015, respectively.    The Company has a full valuation allowance against its deferred tax assets as of September 30, 2016 and December 31, 2015. 



The Company has federal and state net operating loss carryforwards totaling $8,439,000 and $8,150,000, respectively, which begin to expire in 2030. The Company also has federal and state tax credit carryovers of $303,000 and $340,000 respectively. The federal and state tax credits begin to expire in 2029 and 2016, respectively. 




Income Taxes (Details)
v3.3.0.814
Income Taxes (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Income Taxes [Line Items]        
Income tax provision
Federal Tax Authority [Member]        
Income Taxes [Line Items]        
Tax credit carryforwards $ 303,000   $ 303,000  
State Jurisdiction [Member]        
Income Taxes [Line Items]        
Tax credit carryforwards 340,000   340,000  
Federal Tax Authority [Member]        
Income Taxes [Line Items]        
Net operating loss carryforwards 8,439,000   8,439,000  
State Jurisdiction [Member]        
Income Taxes [Line Items]        
Net operating loss carryforwards $ 8,150,000   $ 8,150,000  

Commitments and Contingencies
v3.3.0.814
Commitments and Contingencies
9 Months Ended
Sep. 30, 2016
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

8.  Commitments and Contingencies



Legal matters



In the ordinary course of its business, the Company is involved in various legal proceedings involving a variety of matters. The Company does not believe there are any pending legal proceedings that will have a material impact on the Company’s financial position or results of operations.



Off-balance sheet arrangements



In the second quarter of 2016 the Company consolidated its operating leases.  Lease expense under all operating leases was approximately $6,009 and $3,322 for the three months ended September 30, 2016 and 2015, respectively.  For the nine months ended September 30, 2016 and 2015 the lease expense was $14,444 and $7,966, respectively.




Commitments and Contingencies (Details)
v3.3.0.814
Commitments and Contingencies (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Commitments and Contingencies [Abstract]        
Operating lease expense, office equipment $ 6,009 $ 3,322 $ 14,444 $ 7,966

Stock Options and Share-Based Incentive Plan
v3.3.0.814
Stock Options and Share-Based Incentive Plan
9 Months Ended
Sep. 30, 2016
Stock Options and Share-Based Incentive Plan [Abstract]  
Stock Options and Share-Based Incentive Plan

9.  Stock Options and Share-Based Incentive Plan



Options



The following table sets forth the stock option transactions for the nine months ended September 30, 2016:







 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

Weighted

 

 

 



 

 

 

Weighted

 

average

 

 

 



 

 

 

Average

 

remaining

 

Aggregate



 

Number of

 

Exercise

 

contractual

 

Intrinsic



 

options

 

Price

 

term (in years)

 

Value

Outstanding at December 31, 2015

 

184,500 

 

$

6.21 

 

6.80 

 

$

235,293 

Granted

 

5,000 

 

 

4.50 

 

 

 

 

 

Exercised

 

(15,000)

 

 

3.41 

 

 

 

 

 

Forfeited

 

 —

 

 

 —

 

 

 

 

 

Expired

 

 —

 

 

 —

 

 

 

 

 

Outstanding at September 30, 2016

 

174,500 

 

 

6.40 

 

6.73 

 

$

30,240 

Exercisable at September 30, 2016

 

92,500 

 

$

7.25 

 

5.18 

 

$

13,560 

Exercisable at December 31, 2015

 

83,500 

 

$

6.60 

 

4.73 

 

$

106,565 



For the nine months ended September 30, 2016 and 2015, share-based compensation expense related to stock options amounted to $35,083 and $23,416, respectively, and is included in general and administrative expenses.



For the nine months ended September 30, 2016,  5,000 options were granted, no options expired and no options were forfeited. There were 15,000 options exercised generating proceeds of $51,150.



For the nine months ended September 30, 2015,  25,000 options were granted and 15,500 options were forfeited. Additionally, 8,200 options were exercised generating proceeds of $28,611.



Warrants

For the three and nine months ended September 30, 2016 and 2015, there were no warrants exercised. As of September 30, 2016,  70,000 warrants remain unexercised.  The warrants expire in December 2016. In October 2016, the unexercised warrants were amended to extend their maturity dates to December 2018 (Note 11).


Stock Options and Share-based Incentive Plan (Tables)
v3.3.0.814
Stock Options and Share-based Incentive Plan (Tables)
9 Months Ended
Sep. 30, 2016
Stock Options and Share-Based Incentive Plan [Abstract]  
Stock Option Transactions



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

Weighted

 

 

 



 

 

 

Weighted

 

average

 

 

 



 

 

 

Average

 

remaining

 

Aggregate



 

Number of

 

Exercise

 

contractual

 

Intrinsic



 

options

 

Price

 

term (in years)

 

Value

Outstanding at December 31, 2015

 

184,500 

 

$

6.21 

 

6.80 

 

$

235,293 

Granted

 

5,000 

 

 

4.50 

 

 

 

 

 

Exercised

 

(15,000)

 

 

3.41 

 

 

 

 

 

Forfeited

 

 —

 

 

 —

 

 

 

 

 

Expired

 

 —

 

 

 —

 

 

 

 

 

Outstanding at September 30, 2016

 

174,500 

 

 

6.40 

 

6.73 

 

$

30,240 

Exercisable at September 30, 2016

 

92,500 

 

$

7.25 

 

5.18 

 

$

13,560 

Exercisable at December 31, 2015

 

83,500 

 

$

6.60 

 

4.73 

 

$

106,565 




Stock Options and Share-based Incentive Plan (Narrative) (Details)
v3.3.0.814
Stock Options and Share-based Incentive Plan (Narrative) (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Stock Options and Share-Based Incentive Plan [Abstract]        
Share-based compensation expense     $ 35,083 $ 23,416
Number of options, granted in period     5,000 25,000
Number of options, expired in period     0  
Number of options, forfeited in period     0 15,500
Number of options, exercised in period     15,000 8,200
Proceeds from stock options exercises     $ 51,150 $ 28,611
Warrants exercised 0 0 0 0
Warrants unexercised 70,000   70,000  

Stock Options and Share-Based Incentive Plan (Stock Option Transactions) (Details)
v3.3.0.814
Stock Options and Share-Based Incentive Plan (Stock Option Transactions) (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Stock Options and Share-Based Incentive Plan [Abstract]      
Number of options, outstanding, beginning balance 184,500    
Weighted average exercise price, options outstanding $ 6.40   $ 6.21
Weighted average remaining contractual term (in years), options outstanding 6 years 8 months 23 days   6 years 9 months 18 days
Aggregate intrinsic value, options outstanding $ 30,240   $ 235,293
Number of options, granted in period 5,000 25,000  
Weighted average exercise price, options granted in period $ 4.50    
Number of options, exercised in period (15,000) (8,200)  
Weighted average exercise price, options exercised in period $ 3.41    
Number of options, forfeited in period 0 15,500  
Number of options, expired in period 0    
Number of options, outstanding, ending balance 174,500   184,500
Number of options, exercisable 92,500   83,500
Weighted average exercise price, options exercisable $ 7.25   $ 6.60
Weighted average remaining contractual term (in years), options exercisable 5 years 2 months 5 days   4 years 8 months 23 days
Aggregate intrinsic value, options exercisable $ 13,560   $ 106,565

Discontinued Operations
v3.3.0.814
Discontinued Operations
9 Months Ended
Sep. 30, 2016
Discontinued Operations [Abstract]  
Discontinued Operations

10.  Discontinued Operations



The Company's subsidiary, RMDDxUSA Corp. and its Prince Edward Island subsidiary RMDDx Corporation (collectively "WirelessDx"), discontinued operations in 2012, filed for relief under Chapter 7 (Liquidation) of the United States Bankruptcy Code in 2014 and on March 20, 2015, the Chapter 7 Order was formally discharged and the case was closed.



For the three and nine months ended September 30, 2015, net income of $362,610 was recorded from discontinued operations as a result of the write-off of the remaining liabilities of $320,056 and the reversal of accumulated other comprehensive income of $42,553 from cumulative translation adjustments from RMDDx Corporation.

 


Discontinued Operations (Details)
v3.3.0.814
Discontinued Operations (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2015
USD ($)
Sep. 30, 2015
USD ($)
Discontinued Operations [Line Items]    
Income from discontinued operations, net of tax   $ 362,610
Discontinued Operations [Member] | WirelessDx [Member]    
Discontinued Operations [Line Items]    
Income from discontinued operations, net of tax $ 362,610 362,610
Liabilities written off, discontinued operations 320,056 320,056
Accumulated other comprehensive income $ 42,553 $ 42,553

Subsequent Events
v3.3.0.814
Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events

11. Subsequent Events



Subordinated promissory notes



On October 11, 2016, the Company, with the consent of all seven investors, amended the terms of its $500,000 Subordinated Promissory Notes (“Notes”) and warrants to purchase common stock (“Warrants”), which were originally issued as part of private offering on December 19, 2013.  The investors were provided with the option to extend the maturity date of their Notes and the expiration date of their unexercised Warrants. 



Six of the seven investors agreed to extend the maturity dates of their respective Notes, in the aggregate amount of $450,000, from December 18, 2016 to December 31, 2018. Additionally, the December 18, 2016 expiration date of the 70,000 unexercised Warrants was also extended to December 31, 2018.  The terms of the $50,000 Note of the investor electing not to extend remains unchanged and remains payable on December 18, 2016.  This investor has no unexercised Warrants. 



The extended Notes will bear interest on the unpaid principal at a simple annual interest rate equal to 10% per annum during the extension period, December 19, 2016 to December 31, 2018.  Interest only shall be payable in cash on a quarterly basis. Each investor entered into a Subordination Agreement with the initial offering which remains in effect throughout the extension period.  The Subordination Agreements provide that the indebtedness pursuant to the Notes shall be subordinated to all indebtedness of the Company pursuant to its multi-year credit facility with a Massachusetts based bank.



The initial offering provided that for every $50,000 in principal amount of Note, each investor received a Warrant to purchase  10,000 shares of common stock.  The Warrants as amended are exercisable during the period commencing six months after issuance and for five years from issuance, at an exercise price equal to $3.51 per share, namely, the closing market price of the Company’s common stock on the day prior to the closing date of the offering.



The Company calculated the incremental fair value of extending the expiration date of the Notes and Warrants and determined that the amendment represented a debt modification in accordance the guidance outlined in ASC-470, “Debt”.  Using the Black-Scholes model, and the 10% test, the Company determined that the incremental fair value of the warrants to be $15,818, which will be recorded as a discount against the Notes Payable and an increase in Additional Paid-in Capital.

Bank debt



In October 2016, the Company received a commitment letter from its Massachusetts based bank which outlines proposed terms to refinance the Company’s term debt subject to the terms and conditions and assumptions outlined therein.   The proposed terms include consolidating the Company’s outstanding commercial term loan, three  equipment term loans and $500,000 from the revolver to create a single term note of approximately $2.6 million.  In addition the proposal includes a new $1.0 million equipment line of credit and a  $500,000 revolver over-advance feature which is contingent upon approval of a working capital guarantee program through the Massachusetts economic development and finance agency.  The over-advance feature will provide guarantees to the bank on advances on accounts receivable aged between 90 and 180 days.  Some of the Company’s off-shore product deliveries take weeks to arrive at foreign ports and the related credit terms are extended accordingly. The over-advance feature is beneficial to the Company because it adds these type of accounts to the Company’s borrowing base.  



The proposed agreement is expected to contain both financial and non-financial covenants that are substantially the same as the existing bank agreement.  The Company expects to close on the new agreement in the fourth quarter of 2016.


Subsequent Events (Details)
v3.3.0.814
Subsequent Events (Details)
9 Months Ended
Oct. 11, 2016
USD ($)
item
$ / shares
shares
Sep. 30, 2016
USD ($)
item
$ / shares
shares
Dec. 19, 2013
USD ($)
Subsequent Event [Line Items]      
Warrants unexercised | shares   70,000  
Principal amount of notes for every 10,000 shares of common stock   $ 50,000  
Number of shares of common stock received for every $50,000 of principal amount of notes | shares   10,000  
Number of months after issuance exercisable period begins | item   6  
Warrants exercisable term   5 years  
Revolving Credit Facility [Member]      
Subsequent Event [Line Items]      
Debt instrument, maturity date   Jun. 01, 2017  
Maximum borrowing capacity   $ 500,000  
Commitment Letter [Member] | Maximum [Member]      
Subsequent Event [Line Items]      
Number of days over-advance feature will provide guarantees to the bank   180 days  
Commitment Letter [Member] | Minimum [Member]      
Subsequent Event [Line Items]      
Number of days over-advance feature will provide guarantees to the bank   90 days  
Subsequent Event [Member]      
Subsequent Event [Line Items]      
Number of consented investors to amended debt terms | item 7    
Number of consented investors to extended maturity dates | item 6    
Warrants unexercised | shares 70,000    
Warrants exercise price | $ / shares $ 3.51    
Fair value of warrants $ 15,818    
Subsequent Event [Member] | Commitment Letter [Member] | Equipment Line of Credit [Member]      
Subsequent Event [Line Items]      
Maximum borrowing capacity 1,000,000    
Subsequent Event [Member] | Commitment Letter [Member] | Revolving Credit Facility [Member]      
Subsequent Event [Line Items]      
Maximum borrowing capacity 500,000    
Term Debt And Equipment Notes [Member]      
Subsequent Event [Line Items]      
Number of Equipment Term Loans | item   3  
Term Debt And Equipment Notes [Member] | Subsequent Event [Member] | Commitment Letter [Member]      
Subsequent Event [Line Items]      
Debt instrument, face amount 2,600,000    
Subordinated Promissory Notes [Member]      
Subsequent Event [Line Items]      
Debt instrument, face amount     $ 500,000
Aggregate amount   $ 416,950  
Debt instrument, maturity date   Dec. 18, 2016  
Warrants exercise price | $ / shares   $ 3.51  
Subordinated Promissory Notes [Member] | Amount Terms Remained Unchanged [Member]      
Subsequent Event [Line Items]      
Debt instrument, face amount   $ 50,000  
Subordinated Promissory Notes [Member] | Subsequent Event [Member]      
Subsequent Event [Line Items]      
Debt instrument, face amount $ 500,000    
Debt instrument, maturity date Dec. 31, 2018    
Interest rate 10.00%    
Subordinated Promissory Notes [Member] | Subsequent Event [Member] | Amended Amount, Maturity Date Extended [Member]      
Subsequent Event [Line Items]      
Debt instrument, face amount $ 450,000