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The Company and Basis of Presentation
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
The Company and Basis of Presentation

Restatement of Goodwill and Deferred Income Tax Liability 

 

On March 29, 2016, the Audit Committee of our Board of Directors, in consultation with management, determined that our Consolidated Balance Sheet as of December 31, 2014 contained in our annual report on Form 10-K for the year ended December 31, 2014 and our quarterly reports on Form 10-Q for the first, second and third quarters of 2015 should be restated due to an error in the calculation of the deferred income tax liability related to the temporary difference of intangible assets, specifically in-process research and development and trademarks (collectively referred to as “intangible assets”) acquired in the reverse merger transaction on April, 3, 2014. (See Note 3)  This restatement resulted in a long-term deferred income tax liability and an increase in goodwill acquired.  The correction of the deferred income taxes and goodwill resulted in a restatement of our Consolidated Balance Sheet as of December 31, 2014.  This restatement had no impact on our Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Cash Flows or Consolidated Statements of Stockholders’ Equity. 

 

The tabular presentation related to the Form 10-Q restatement for the quarters ended June 30 and September 30, 2014 has not been presented because the purchasing accounting related to the April 2014 reverse merger was not completed by the Company until the year ended December 31, 2014. Therefore, the quarters ended June 30 and September 30, 2014 do not reflect the Company’s final purchasing accounting adjustments. Therefore, in the view of management, the presentation of these quarters would not be appropriate since the Company’s purchase accounting was not yet finalized and the deferred tax correction noted above was based on the final purchase accounting. 

 

Effects of the Restatement

 

The following table provides a summary of selected line items from our Consolidated Balance Sheet as of December 31, 2014 affected by this restatement.

 

    December 31, 2014  
   

($ in thousands)

 

 
          Correction of        
    As Previously Reported     Deferred Income Tax Liability     As Restated  
Goodwill   $ 2,453     $ 2,205     $ 4,658  
Total Assets   $ 16,439     $ 2,205     $ 18,644  
                         
Deferred income tax liability – long-term   $       $ 2,205     $ 2,205  
Total Liability and stockholders’ equity   $ 16,439     $ 2,205     $ 18,644  

 

The following table provides a summary of selected line items from our Consolidated Balance Sheet as of March 31, June 30, and September 30, 2015 affected by this restatement.

   

  (unaudited) March 31, 2015   (unaudited) June 30, 2015   (unaudited) September 30, 2015  
 

($ In Thousands)

 

 
 

As Previously

Reported

 

Correction

of Deferred 

Income Tax

Liability

  As Restated  

As Previously

Reported

 

Correction

of Deferred 

Income Tax

Liability

  As Restated  

As Previously

Reported

 

Correction

of Deferred

Income Tax

Liability

  As Restated  
                                     
Goodwill   $ 2,453     $ 2,205     $ 4,658     $ 2,453     $ 2,205     $ 4,658     $ 2,453     $ 2,205     $ 4,658  
Total Assets   $ 16,858     $ 2,205     $ 19,063     $ 16,288     $ 2,205     $ 18,493     $ 16,745     $ 2,205     $ 18,950  
                                                                         
Deferred income tax liability – long-term   $ -     $ 2,205     $ 2,205     $ -     $ 2,205     $ 2,205     $ -     $ 2,205     $ 2,205  
Total liabilities and Stockholders' equity   $ 16,858     $ 2,205     $ 19,063     $ 16,288     $ 2,205     $ 18,493     $ 16,745     $ 2,205     $ 18,950  

 

The Company and Basis of Presentation

 

MEDITE Cancer Diagnostics, Inc. (“MDIT”, “MEDITE”, “we”, “us” or the “Company”) was incorporated in Delaware in December 1998.

 

These statements include the accounts of MEDITE Cancer Diagnostics, Inc. (former CytoCore, Inc.) and its wholly owned subsidiaries, which consists of MEDITE Enterprise, Inc., MEDITE GmbH, Burgdorf, Germany, MEDITE GmbH, Salzburg, Austria, MEDITE Lab Solutions Inc. (formerly MEDITE Inc.), Orlando, USA, MEDITE sp. z o.o., Zilona-Gora, Poland and CytoGlobe, GmbH, Burgdorf, Germany.

 

In April 2014, in a transaction more fully described in Note 3, the stockholders of the Company consummated a transaction in which 100% of the issued and outstanding shares of MEDITE Enterprise, Inc. were acquired by CytoCore, Inc. in exchange for the issuance by CytoCore, Inc. of 14,687,500 shares of its common stock to the stockholders of the Company. The result of this transaction was for the Company and its wholly owned subsidiaries to become wholly owned subsidiaries of CytoCore, Inc., a US public company. In addition, the stockholders of the Company became the majority owners of CytoCore, Inc., which resulted in the transaction being accounted for as a reverse merger, in which the financial statements of MEDITE Enterprise, Inc. and its subsidiaries became those of CytoCore, Inc., now MEDITE Cancer Diagnostics, Inc.          

 

MEDITE is a medical technology company specializing in the development, engineering, manufacturing and marketing of premium medical devices and consumables for detection, risk assessment and diagnosis of cancer and related diseases. By acquiring MEDITE the Company changed from solely research operations to an operating company with 80 employees in three countries, a distribution network to about 70 countries worldwide, a well-known and established brand name, a wide range of selling products and the established infrastructure necessary for a company acting in the medical industry.