2.4.0.8000070 - Disclosure - Significant Accounting Policiestruefalsefalse1false falsefalseD120401_130331http://www.sec.gov/CIK0001011060duration2012-04-01T00:00:002013-03-31T00:00:001true 1us-gaap_DisclosureTextBlockAbstractus-gaap_truenadurationfalsefalsefalsefalsefalsefalsefalsefalse1falsefalsefalse00falsefalsefalsexbrli:stringItemTypestringfalse0Notes2false 2us-gaap_SignificantAccountingPoliciesTextBlockus-gaap_truenadurationfalsefalsefalsefalsefalsefalsefalsefalse1falsefalsefalse00B.      Summary of Significant Accounting Policies Accounting Principles The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (GAAP).   Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CardioTech Realty, LLC.  CardioTech Realty, LLC, which has no operating activities and was formed for purposes of holding title to the Companys property located in Wilmington, Massachusetts, was involuntarily dissolved by the Commonwealth of Massachusetts on April 30, 2009.  On June 24, 2011, CardioTech Realty, LLC was reinstated as a corporation in good standing by the Commonwealth of Massachusetts.  On December 22, 2011, the Company sold its land and building (Notes F and I).   Use of Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Cash Cash includes cash on hand, is deposited at one area bank and may exceed federally insured limits at times.   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Revenue Recognition The Company generates revenue primarily from (i) the sale of polymer products and (ii) license, royalty and development agreements. Product Sales Revenues generated from the sale of polymer products is recognized upon shipment, provided that a purchase order has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed or determinable and collection is deemed reasonably assured.  If uncertainties regarding customer acceptance exist, the Company recognizes revenues when those uncertainties are resolved and title has been transferred to the customer.  Amounts collected or billed prior to satisfying the above revenue recognition criteria are recorded as deferred revenue. License, Royalty and Development Fees The Company also receives license, royalty and development fees, pursuant to agreements with its customers, for the use of its proprietary polymer biomaterials.  The terms of the various license, royalty and development agreements may contain multiple deliverables which may include (i) licenses to use the Companys polymer biomaterials in the customers end-product medical device, (ii) research and development activities, (iii) services and/or (iv) the manufacturing of polymer biomaterials.  Payments to the Company under these agreements may include non-refundable license fees, payments for research and development activities, payments for the manufacture of polymer materials, payments based upon the achievement of certain milestones, payments for the use of the Companys polymer biomaterials in the customers end-product, and/or royalties earned on the sale of the customers end-product. In October 2009, the FASB issued Accounting Standards Update (ASU) 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13).  The Company adopted the provisions of the new multiple-element arrangement guidance summarized in ASU 2009-13 on April 1, 2011 on a prospective basis.  Therefore, this guidance is applicable to any contract entered into or modified on or subsequent to the date of adoption.  This guidance establishes a new hierarchy for determining the amount of arrangement consideration to allocate to each separable deliverable in an arrangement.  For those deliverables that qualify as separate units of accounting, the Company must assign value based on each deliverables  vendor-specific objective evidence (VSOE) of fair value if available, third-party evidence (TPE) of its value if VSOE is not available, or estimated selling price (ESP) if neither VSOE or TPE is available.  Arrangement consideration is then allocated to all deliverables using the relative selling price method.  The residual method of allocation is not permissible under the new guidance. In determining the separate units of accounting, management evaluates whether the delivered element has standalone value to the customer based on the consideration of the relevant facts and circumstances for each arrangement.  Factors considered in this determination include the customers research, development, production and product commercialization capabilities and the availability of these capabilities, as well as polymer development and manufacture expertise in the general marketplace.  In addition, the Company considers whether the customer can use the license for its intended purpose without the receipt of the remaining deliverables, whether the value of the license is dependent on the undelivered items and whether there are other vendors that can provide the undelivered item. Management performs extensive analysis to determine the value, or selling price, of each unit of accounting.  The Company has been unable to establish VSOE due to the fact that it does not typically enter into arrangements where technology is licensed separately, rather, its arrangements are commingled with fees from royalties, usage of polymers within customer end-products, minimum purchases of polymer products manufactured and sold to customers by the Company, or a combination of the aforementioned.  Additionally, the Company has been unable to obtain TPE for any of its deliverables, without undue cost and effort.  Generally, the Companys go-to-market strategy differs from that of its peers and its offerings contain a significant level of customization and differentiation such that the Companys services are not interchangeable with those of its competitors.  Furthermore, the Company is unable to reliably determine what similar competitor products selling prices are on a standalone basis. Managements ESP is used for the Companys licensing, royalty and development arrangements.  The Company determines that ESP for the elements of these arrangements is based on several factors, including, but not limited to, the terms of the arrangements, market conditions, historical analysis of contracts having similar elements, and the Companys internal costs and gross margin objectives.  The determination of ESP is made through consultation with and formal approval by the Companys management.  ESP for certain consultative services is determined based on consideration of time incurred by the Company to perform these services, consulting fees charged on a per-hour basis by the Company and by its vendors, and the Companys pricing methodologies. The Companys arrangements generally do not include any provisions for cancellation, termination, or refunds that would significantly impact recognized revenue. In June 2011, the Company entered into a non-exclusive license agreement and a consulting services agreement (collectively, the Agreements) with a major international developer and manufacturer of medical devices (Customer), which generally provides the Customer the right to use and know-how to produce a specific proprietary polymer biomaterial for a specific field of use (the Licensed Polymer) within the Customers suite of medical device products.  In accordance with the applicable accounting guidance, the Company determined the Agreements included the following units of accounting:  (i) transfer of technology and know-how related to the Licensed Polymer, (ii) consulting services related to the establishment of a facility to manufacture the Licensed Polymer by the Customer, (iii) assisting the Customer in validating the Licensed Polymer produced by the Customer, and (iv) consulting with the Customer in connection with the Customers efforts to obtain various regulatory approvals for medical devices incorporating the Licensed Polymer. Upon the execution of the Agreements, the Company received an up-front payment of $150,000, and in July 2011, the Company received an additional $250,000 upon the transfer of technology and know-how related to the Licensed Polymer.  The Agreements also provide for additional payments upon the achievement of certain milestones, as previously described, each of which the Company considers substantive, and could total up to an additional $1,100,000.  The Agreements do not provide for any royalties or other fees upon the achievement of any or all of the milestones.  The Company determined that the transfer of technology and know-how of the Licensed Polymer represented a separate unit of accounting, and upon delivery, in accordance with the applicable accounting guidance, the Company recognized $400,000 of revenue during the fiscal year ended March 31, 2012.  During fiscal 2013, the Company achieved an additional milestone in connection with the functional installation of certain production equipment and recognized $20,000 of revenue during the fiscal year ended March 31, 2013. The adoption of this guidance resulted in an increase to revenue during the fiscal years ended March 31, 2013 and 2012 of $20,000 and $400,000, respectively, over the amount which would have been recognized under the principles used during the fiscal year ended March 31, 2011.  Prior to the adoption of this guidance, the Company would have been required to defer revenue for license, royalty or development agreements until completion of the contracts or until recognized utilizing a proportional performance method of revenue recognition, based on the terms of the various agreements.   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Research, Development and Regulatory Expense Research, development and regulatory expenditures for the years ended March 31, 2013 and 2012 were $444,000 and $605,000, respectively, and consisted primarily of salaries and related costs and are expensed as incurred.  The Company has two full time research and development employees that work on a variety of projects, including production support.   Advertising Costs Advertising costs are expensed as incurred or at the first time the advertising takes place.  Advertising costs for the years ended March 31, 2013 and 2012 were $15,000 and $4,000, respectively.   Reporting Comprehensive Loss Comprehensive income (loss) is the total of net income (loss) and all other non-owner changes in equity including such items as unrealized holding gains (losses) on securities classified as available-for-sale and foreign currency translation adjustments.  For the years ended March 31, 2013 and 2012, comprehensive loss is equal to net loss.   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Basic and Diluted Earnings(Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period.  Diluted earnings (loss) per share are based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period.  Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method.  In addition, the numerator is adjusted for any changes in income or loss that would result from the assumed conversion of potential shares.  At March 31, 2013 and March 31, 2012, potentially dilutive shares of 2,063,798 and 2,349,417, respectively, were excluded from the loss per share calculations because their effect would be antidilutive.  Shares deemed to be antidilutive include stock options and warrants.   Accounts Receivable The Company performs various analyses to evaluate accounts receivable balances and record an allowance for bad debts based on the estimated collectability of the accounts such that the amounts reflect estimated net realizable value.  Account balances are charged off against the allowance after significant collection efforts have been made and potential for recovery is not considered probable.  As of March 31, 2013 and March 31, 2012, the Companys allowance for doubtful accounts was $5,000.   Inventories The Company values its inventory at the lower of our actual cost or the current estimated market value.  The Company regularly reviews inventory quantities on hand and inventory commitments with suppliers and records a provision for excess and obsolete inventory based primarily on our historical usage for the prior twelve-month period.  Although the Company makes every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated change in demand or technological developments could have a significant impact on the value of the Companys inventory and its reported operating results.  As of March 31, 2013 and 2012, the Companys allowance for obsolete and excess inventory was $166,000 and $133,000, respectively.   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Property and Equipment Property and equipment are stated at cost.  Equipment is depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years.  Building improvements are amortized using the straight-line method over the remaining estimated life of the building at the time the improvement is put into service.  The Companys building is depreciated using the straight-line method over 40 years.  Land is not depreciated.  Expenditures for repairs and maintenance are charged to expense as incurred.  The Company records construction in process in the appropriate asset category and commences depreciation upon completion and commencement of use of the asset.   Deferred Financing Costs The Company has capitalized certain costs related to the issuance of debt.  These costs are amortized to interest expense on a straight-line basis over the term of the debt. During the fiscal years ended March 31, 2103 and March 31, 2012, amortization expense related to deferred financing costs were $7,000 and $18,000, respectively.   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled.  The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions.  The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position.  The Company evaluates this tax position on a quarterly basis.  The Company also accrues for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense.  (See Note G).   Investment in CorNova The Companys investment in CorNova is accounted for using the cost method of accounting.  (See Note P).   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which include property and equipment, for impairment as events and circumstances indicate that the carrying amount may not be recoverable.  The Company evaluates the realizability of its long-lived assets based on reviews of results of sales of similar assets and independent appraisals.  As a result of the continued operating losses described above, the Company evaluated the recoverability of its property and equipment as of March 31, 2013 and March 31, 2012 and determined that during the fiscal year ended March 31, 2012, there existed an impairment of a single group of production equipment, accordingly, the Company recorded an impairment charge of $16,000 for the fiscal year ended March 31, 2012.  The Company determined that during the fiscal year ended March 31, 2013, there existed $0 additional impairment of its long-lived assets.   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Stock-Based Compensation Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period.  The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options.  Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value.  The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: ·         the stock option exercise price; ·         the expected term of the option; ·         the grant date price of the Companys common stock, which is issuable upon exercise of the option; ·         the expected volatility of the Companys common stock; ·         the expected dividends on the Companys common stock (the Company does not anticipate paying dividends in the foreseeable future); and ·         the risk free interest rate for the expected option term. There were no options granted during the fiscal years ended March 31, 2013 and 2012. Expected Dividends.  The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future.  Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option. Expected Volatility.  The expected volatility is a measure of the amount by which the Companys stock price is expected to fluctuate during the expected term of options granted.  The Company determines the expected volatility solely based upon the historical volatility of its common stock over a period commensurate with the options expected term.  The Company does not believe that the future volatility of its common stock over an options expected term is likely to differ significantly from the past. Risk-Free Interest Rate.  The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the options expected term on the grant date. Expected Term.  For option grants subsequent to the adoption of the fair value recognition provisions of the accounting standards, the expected life of stock options granted is based on the actual vesting date and the end of the contractual term. Stock Option Exercise Price and Grant Date Price of Common Stock.  The closing market price of the Companys common stock on the date of grant. The Company is required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest.  This requirement applies to all awards that are not yet vested.  Due to the limited number of unvested options outstanding, the majority of which are held by executives and members of the Companys Board of Directors, the Company has estimated a zero forfeiture rate.  The Company will revisit this assumption periodically and as changes in the composition of the option pool dictate.   Fair Value of Financial Instruments The Company follows Accounting Standards Codification 820-10 (ASC 820-10), Fair Value Measurements and Disclosures, for fair value measurements.  ASC 820-10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).  The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1 Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date.  As required by ASC 820-10, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price. Level 2 Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data.  Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability.  Level 3 includes investments that are supported by little or no market activity. In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update 2010-06 (ASU 2010-06), Improving Disclosures About Fair Value Measurements, which requires interim disclosures regarding significant transfers in and out of Level 1 and Level 2 fair value measurements.  Additionally, ASU 2010-06 requires disclosure for each class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements.  These disclosures are required for fair value measurements that fall in either Level 2 or Level 3.  Further, ASU 2010-06 requires separate presentation of Level 3 activity for the fair value measurements.  The Company adopted the provisions of this standard on April 1, 2010. The following table summarizes the Companys assets measured at fair value on a nonrecurring basis in the Companys balance sheet at March 31, 2012:   <table border="0" cellspacing="0" cellpadding="0" width="624" style='width:6.5in;margin-left:14.2pt;border-collapse:collapse'> <tr align="left"> <td width="192" colspan="5" valign="bottom" style='width:2.0in;padding:.7pt .7pt 0in .7pt'> Fair Value Measurements at March 31, 2012 </td> </tr> <tr align="left"> <td width="192" valign="bottom" style='width:2.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:.7pt .7pt 0in .7pt'>   </td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:.7pt .7pt 0in .7pt'> Fair Value at March 31, 2012 </td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:.7pt .7pt 0in .7pt'> Quoted Prices in Active Markets for Identical Assets (Level 1) </td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:.7pt .7pt 0in .7pt'> Significant Other Observable Inputs (Level 2) </td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:.7pt .7pt 0in .7pt'> Significant Unobservable Inputs (Level 3) </td> </tr> <tr align="left"> <td width="192" valign="bottom" style='width:2.0in;padding:.7pt .7pt 0in .7pt'> Property, plant and equipment </td> <td width="96" valign="bottom" style='width:1.0in;padding:.7pt .7pt 0in .7pt'> $16 </td> <td width="96" valign="bottom" style='width:1.0in;padding:.7pt .7pt 0in .7pt'> $- </td> <td width="96" valign="bottom" style='width:1.0in;padding:.7pt .7pt 0in .7pt'> $16 </td> <td width="96" valign="bottom" style='width:1.0in;padding:.7pt .7pt 0in .7pt'> $- </td> </tr> <tr align="left"> <td width="192" valign="bottom" style='width:2.0in;padding:.7pt .7pt 0in 6.1pt'></td> <td width="96" valign="bottom" style='width:1.0in;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 2.25pt;border-right:none;padding:.7pt .7pt 0in .7pt'> $16 </td> <td width="96" valign="bottom" style='width:1.0in;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 2.25pt;border-right:none;padding:.7pt .7pt 0in .7pt'> $- </td> <td width="96" valign="bottom" style='width:1.0in;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 2.25pt;border-right:none;padding:.7pt .7pt 0in .7pt'> $16 </td> <td width="96" valign="bottom" style='width:1.0in;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 2.25pt;border-right:none;padding:.7pt .7pt 0in .7pt'> $- </td> </tr> </table>   Certain equipment, included in property, plant and equipment on the balance sheet, with a carrying amount of approximately $32,000, was written down to its fair value of approximately $16,000, resulting in an impairment charge of $16,000 for the fiscal year ended March 31, 2012.  The equipment was valued using a market approach.  The values were determined using market prices of similar pieces of equipment.  The Company determined that during the fiscal year ended March 31, 2013, there existed no additional impairment of our long-lived assets.   <p style='margin-top:0in;margin-right:0in;margin-bottom:6.0pt;margin-left:10.0pt;text-indent:-10.0pt;font-style:italic;margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;margin-left:.25in;text-align:justify;text-indent:0in'>Recent Accounting Pronouncements The Company has evaluated all issued but not yet effective accounting pronouncements and determined that they are either immaterial or not relevant to the Company.falsefalsefalsenonnum:textBlockItemTypenaThe entire disclosure for all significant accounting policies of the reporting entity.Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18726-107790 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Principles Board Opinion (APB) -Number 22 -Paragraph 8 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. 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