Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 9-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'ADMA BIOLOGICS, INC. | ' |
Entity Central Index Key | '0001368514 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 9,291,823 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $26,517,959 | $26,149,477 |
Short-Term Investments | 2,203,040 | 2,935,184 |
Accounts Receivable | 484,423 | ' |
Inventories | 984,493 | 1,669,058 |
Prepaid Expenses | 597,598 | 298,730 |
Total Current Assets | 30,787,513 | 31,052,449 |
Property and Equipment at cost, Net | 828,948 | 765,299 |
Other Assets | ' | ' |
Deferred Financing Costs | 307,700 | 149,618 |
Deposits | 27,163 | 12,577 |
Total Other Assets | 334,863 | 162,195 |
TOTAL ASSETS | 31,951,324 | 31,979,943 |
Current Liabilities | ' | ' |
Accounts Payable | 2,763,872 | 2,709,489 |
Accrued expenses | 1,349,931 | 823,550 |
Accrued Interest | 101,102 | 36,597 |
Current Portion of Deferred Revenue | 75,556 | 75,556 |
Current Portion of Leasehold Improvement Loan | 12,941 | 12,654 |
Total Current Liabilities | 4,303,402 | 3,657,846 |
Notes Payable, Net of Debt Discount | 9,674,139 | 4,865,228 |
Warrant Liability | 214,368 | ' |
End of Term Liability, Note Payable | 132,500 | 132,500 |
Deferred Revenue | 1,561,481 | 1,580,370 |
Deferred Rent Liability | 99,857 | 105,404 |
Leasehold Improvement Loan | 61,890 | 65,236 |
TOTAL LIABILITIES | 16,047,637 | 10,406,584 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS' (DEFICIENCY) EQUITY | ' | ' |
Common Stock $.0001 par value 75,000,000 shares authorized, and 9,291,823 shares issued and outstanding at March 31, 2014 and December 31, 2013 | 929 | 929 |
Additional paid-in capital | 74,443,204 | 74,209,004 |
Accumulated Deficit | -58,540,446 | -52,636,574 |
TOTAL STOCKHOLDERS' EQUITY | 15,903,687 | 21,573,359 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $31,951,324 | $31,979,943 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Stockholders Equity | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 9,291,823 | 9,291,823 |
Common stock, outstanding | 9,291,823 | 9,291,823 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Condensed Consolidated Statements Of Operations | ' | ' |
Product revenue | $1,541,670 | $792,935 |
License revenue | 18,889 | ' |
Total Revenues | 1,560,559 | 792,935 |
OPERATING EXPENSES | ' | ' |
Cost of product revenue | 977,030 | 529,046 |
Research and development | 4,330,457 | 1,467,584 |
Plasma center | 802,469 | 515,288 |
General and administrative expenses | 1,134,589 | 1,431,106 |
TOTAL OPERATING EXPENSES | 7,244,545 | 3,943,024 |
LOSS FROM OPERATIONS | -5,683,986 | -3,150,089 |
OTHER INCOME (EXPENSE): | ' | ' |
Interest income | 1,779 | 510 |
Interest expense | -226,885 | -128,796 |
Change in fair value of stock warrants | 5,220 | 36,728 |
TOTAL OTHER EXPENSE | -219,886 | -91,558 |
NET LOSS | ($5,903,872) | ($3,241,647) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED | ($0.64) | ($0.55) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, Basic and Diluted | 9,291,823 | 5,871,002 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2013 | $929 | $74,209,004 | ($52,636,574) | $21,573,359 |
Beginning Balance, Shares at Dec. 31, 2013 | 9,291,823 | ' | ' | ' |
Stock-based compensation | ' | 234,200 | ' | 234,200 |
Net loss | ' | ' | -5,903,872 | -5,903,872 |
Ending Balance, Amount at Mar. 31, 2014 | $929 | $74,443,204 | ($58,540,446) | $15,903,687 |
Ending Balance, Shares at Mar. 31, 2014 | 9,291,823 | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net Loss | ($5,903,872) | ($3,241,647) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 48,299 | 43,613 |
Stock based compensation | 234,200 | 218,544 |
Warrant liability | -5,220 | -36,728 |
Amortization of debt discount | 28,498 | 20,344 |
Amortization of deferred financing costs | 29,555 | 20,640 |
Payment-in-kind interest | 19,505 | ' |
Amortization of license revenue | -18,889 | ' |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable | -484,423 | -287,215 |
Inventories | 684,566 | 258,326 |
Prepaid Expenses | -298,868 | -543,681 |
Other assets | 6,103 | 195,361 |
Accounts payable | 54,383 | 320,340 |
Accrued expenses | 526,381 | -70,412 |
Accrued interest | 45,000 | 33,292 |
Deferred rent liability | -5,548 | -5,548 |
Net cash used in operating activities | -5,040,330 | -3,074,771 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sale of short-term investments | 732,143 | ' |
Purchase of property and equipment | -111,948 | -66,074 |
Net cash used in investing activities | 620,195 | -66,074 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from Hercules debt note payable | 4,850,000 | 1,000,000 |
Payment of equity issuance costs | ' | -71,514 |
Debt issuance costs | -58,326 | ' |
Payments of leasehold improvement loan | -3,057 | -2,796 |
Net cash provided by financing activities | 4,788,617 | 925,690 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 368,482 | -2,215,155 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 26,149,477 | 12,535,672 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 26,517,959 | 10,320,517 |
Cash paid for interest | 106,250 | 61,389 |
Supplemental Disclosure of Noncash Financing Activities: | ' | ' |
End of term liability for Hercules note payable | ' | 26,500 |
Warrants issued in connection with note payable | $219,588 | ' |
1_ORGANIZATION_AND_BUSINESS
1. ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
1. ORGANIZATION AND BUSINESS | ' |
ADMA Biologics, Inc. (“ADMA” or the “Company”) is a late stage biopharmaceutical company that develops, manufactures, and intends to market specialty plasma-based biologics for the treatment and prevention of certain infectious diseases. The Company’s targeted patient populations include immune-compromised individuals who suffer from an underlying immune deficiency disease or who may be immune-suppressed for medical reasons. ADMA also operates its wholly owned subsidiary, ADMA BioCenters Georgia, Inc., (“ADMA BioCenters”), a source plasma collection business licensed by the U.S. Food and Drug Administration (“FDA”) and certified by the German Health Authority (“GHA”), which provides ADMA with a portion of its blood plasma for the manufacture of RI-002, ADMA’s lead product candidate, which is intended for the treatment of Primary Immune Deficiency Disease, (“PIDD”). | |
The Company has experienced net losses and negative cash flows from operations since inception in 2004 and expects these conditions to continue for the foreseeable future. The Company has needed to raise capital from the sales of its equity securities and debt financings to sustain operations. | |
In October 2013, ADMA completed an initial public offering of its common stock at a price per share of $8.50, raising gross proceeds of $29.1 million. Based upon the Company’s projected revenue and expenditures for 2014, management currently believes that its cash, cash equivalents and short-term investments as of March 31, 2014, in addition to the funds potentially available from its credit facility, are anticipated to be sufficient to fund ADMA’s operations into the first half of 2016. Furthermore, if the Company’s assumptions underlying its estimated expenses and revenues prove to be wrong, it may have to raise additional capital sooner than anticipated. Due to numerous risks and uncertainties associated with the research and development and potential future commercialization of its product candidate, the Company is unable to estimate with certainty the amounts of increased capital outlays and operating expenditures associated with its anticipated clinical trials and development activities. The Company’s current estimates may be subject to change as circumstances regarding our business requirements develop. The Company may decide to raise capital through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements. The Company does not have any existing commitments for future external funding. The Company may seek to sell additional equity or debt securities or obtain a bank credit facility. The sale of additional equity or debt securities, if convertible, could result in dilution to the Company’s stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also result in covenants that would restrict the Company’s operations or other financing alternatives. | |
Additional equity or debt financing, grants, or corporate collaboration and potential licensing arrangements may not be available on acceptable terms, if at all. If adequate funds are not available, the Company may be required to delay, reduce the scope of or eliminate the Company’s research and development programs, reduce the Company’s planned clinical trials and delay or abandon potential commercialization efforts of the Company’s lead product candidate. The Company may be required to obtain loans or raise additional funds to meet long-term obligations and continue operations. There can be no assurance that such funds, if available at all, can be obtained on terms acceptable to the Company. As of March 31, 2014, the Company had $26,517,959 in cash and cash equivalents and $2,203,040 in short-term investments. | |
There can be no assurance that the Company's research and development will be successfully completed or that any product will be approved or commercially viable. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology and compliance with the FDA and other governmental regulations and approval requirements. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Basis of presentation and principles of consolidation | |
The accompanying condensed consolidated financial statements include the accounts of ADMA and its wholly-owned subsidiaries, ADMA Plasma Biologics, Inc. and ADMA BioCenters. All significant intercompany transactions and balances have been eliminated in consolidation. | |
The condensed consolidated financial statements for the interim periods included herein are unaudited; however, they contain all adjustments (consisting of only normal recurring adjustments) which in the opinion of management are necessary to present fairly the consolidated financial position of the Company as of March 31, 2014 and its results of operations and cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the interim periods are not necessarily indicative of results that may be expected for any other interim periods or for the full year. These interim financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report for the year ended December 31, 2013 on Form 10-K, filed with the U.S. Securities and Exchange Commission, (“the Commission”) on March 28, 2014. | |
The condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles, (“GAAP”), in accordance with the rules and regulations of the Commission for interim reporting. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted. | |
Inventories | |
Plasma inventories (both plasma intended for resale and plasma intended for internal use in the Company's research and development activities) are carried at the lower of cost or market value determined on the first-in, first-out method. Once the research and development plasma is processed to a finished product for ongoing clinical trials, it is then expensed to research and development. Inventory at March 31, 2014 and 2013 consists of raw materials or source plasma intended for sale to third party customers. Inventory also includes plasma collected at the Company’s FDA-licensed and GHA-certified plasma collection center. | |
Revenue recognition | |
Revenue from the sale of human plasma collected at the Company’s plasma collection center and plasma-derived medicinal products is recognized at the time of transfer of title and risk of loss to the customer, which usually occurs at the time of shipment. Revenue is recognized at the time of delivery if the Company retains the risk of loss during shipment. Revenues are substantially attributed to one customer. Revenue from license fees and research and development services rendered are recognized as revenue when the performance obligations under the terms of the license agreement have been completed. Deferred revenue of $1.7 million was recorded in the second quarter of 2013 as a result of certain research and development services to be provided in accordance with a license agreement and is being recognized over the term of the license. | |
Use of estimates | |
The preparation of financial statements 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. Significant estimates include valuation of inventory, assumptions used in the fair value determination of stock-based compensation, warrants and the allowance for the valuation of future tax benefits. | |
Loss per common share | |
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. | |
Diluted net loss per share is calculated by dividing net loss attributable to common stockholders as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and potential dilutive common stock outstanding during the period. Potential dilutive common stock includes the shares of common stock issuable upon the exercise of outstanding stock options and warrants (using the treasury stock method). Potential dilutive common stock in the diluted net loss per share computation is excluded to the extent that they would be anti-dilutive. No potentially dilutive securities are included in the computation of any diluted per share amounts as the Company reported a net loss for all periods presented. The aggregate number of potentially dilutive securities upon the exercise of outstanding warrants and stock options was 1.0 million and 0.9 million as of March 31, 2014 and 2013, respectively. | |
Stock-based compensation | |
The Company follows recognized accounting guidance which requires all stock-based payments, including grants of stock options, to be recognized in the statement of operations as compensation expense, based on their fair values on the grant date. The estimated fair value of stock options granted under the Company’s 2007 Employee Stock Option Plan (the “Plan”) is recognized as compensation expense over the option-vesting period. | |
On February 21, 2014, the Board approved, subject to stockholder approval at the Annual Meeting of ADMA Biologics, Inc., the 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”), incentive stock options to purchase an aggregate of 167,932 shares of the Company's common stock under the 2014 Plan, which is subject to stockholder approval at the Annual Meeting, to three of its executive officers. Stock options to purchase 99,309 shares were approved by the Board for the Company’s President and Chief Executive Officer, Adam S. Grossman; stock options to purchase 39,032 shares were approved by the Board for the Company’s Chief Financial Officer, Brian Lenz; and stock options to purchase 29,591 shares were approved by the Board for the Company's Chief Scientific and Medical Officer, James Mond, M.D., Ph.D. The stock options will vest over a period of four years and are exercisable at a price per share of $8.50, the closing price of the Company’s common stock on the OTC Bulletin Board on February 21, 2014. On February 21, 2014, the Board also approved, subject to stockholder approval at the Annual Meeting of the 2014 Plan, non-qualified stock options to purchase 9,000 shares of the Company's common stock under the 2014 Plan, which is subject to stockholder approval at the Annual Meeting, to each of its six non-employee directors. The stock options will vest over a period of 24 months and terminate 12 months following separation and are exercisable at a price per share of $8.50, the closing price of the Company’s common stock on the OTC Bulletin Board on February 21, 2014. The maximum number of shares reserved for delivery under the 2014 Plan shall be: (a) 800,000 shares; plus (b) an annual increase to be added as of the first day of the Company’s fiscal year, beginning in 2015 and occurring each year thereafter through 2020, equal to the least of (i) 200,000 shares, (ii) 1% of the outstanding shares of common stock as of the end of the Company’s immediately preceding fiscal year, and (iii) any lesser number of shares determined by the Board; provided, however, that the aggregate number of shares available for issuance pursuant to such increases shall not exceed a total of 800,000 shares. During the three months ended March 31, 2013, a total of 25,587 stock options to purchase shares of common stock were issued to employees. | |
3_Debt
3. Debt | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
3. Debt | ' |
Hercules Loan and Security Agreement | |
On December 21, 2012, the Company and its subsidiaries entered into a Loan and Security Agreement, (“the Loan Agreement”), with Hercules Technology Growth Capital, Inc., (“Hercules”). Under the Loan Agreement, the Company borrowed $5.0 million consisting of $4.0 million on the closing date and an additional $1.0 million upon enrolling its first patient in its pivotal (Phase III) clinical study of its lead product candidate RI-002. On February 24, 2014, we entered into the First Amendment to the Loan Agreement, (“Loan Amendment”), under which the Company may borrow up to a maximum of $15.0 million. The Company borrowed $10.0 million on the closing date ($5.0 million of which was used to refinance existing debt with Hercules) and an additional $5.0 million will be made available upon the Company successfully meeting the clinical endpoints of a Phase III clinical study of RI-002 as a treatment for PIDD in a manner that supports a Biologic License Application filing, (“BLA”). If this objective is met, this $5.0 million tranche will be at the Company’s sole option. The loan bears interest at a rate per annum equal to the greater of (i) 8.75% and (ii) the sum of (a) 8.75% plus (b) the Prime Rate (as reported in The Wall Street Journal) minus (c) 5.75%. Payment-in-kind interest accrues on the outstanding principal balance of the loan, compounded monthly at 1.95% per annum. Such accrued and unpaid interest is added to the principal balance of the loan on the first day of each month beginning on the month after the closing. The Company plans to repay the principal over 27 months beginning no later than April 1, 2015 (unless extended to October 1, 2015 upon the Company meeting certain eligibility criteria for the final tranche), unless accelerated as a result of certain events of default. A backend fee equal to $132,500 is due the earliest of April 1, 2016, the prepayment date and the date that the secured obligations become due and payable. In addition, a first amendment commitment fee and a facility fee in the amount of $15,000 and $135,000, respectively, were paid at closing. In the event the Company elects to prepay the loan, the Company is obligated to pay a prepayment charge corresponding to a percentage of the principal amount of the loan, with such percentage being: 2.5% if prepayment occurs in the first year, 1.5% if prepayment occurs in the second year and 0.5% if prepayment occurs after the second year but prior to the final day of the term. The loan matures no later than January 1, 2018. The loan is secured by the Company’s assets, except for its intellectual property (which is subject to a negative pledge). Interest is due and payable on the 1st day of every month and at the termination date, unless accelerated as a result of an event of default. The Loan Agreement contains customary representations, warranties and covenants, including limitations on incurring indebtedness, engaging in mergers or acquisitions and making investments, distributions or transfers. The representations, warranties and covenants contained in the Loan Agreement were made only for purposes of such agreement and as of a specific date or specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Loan Agreement. Events of default under the agreement include, but are not limited to: (i) insolvency, liquidation, bankruptcy or similar events; (ii) failure to pay any debts due under the Loan Agreement or other loan documents on a timely basis; (iii) failure to observe any covenant or secured obligation under the Loan Agreement or other loan documents, which failure, in most cases, is not cured within 10 days of written notice by lender; (iv) occurrence of any default under any other agreement between us and the lender, which is not cured within 10 days; (v) occurrence of an event that could reasonably be expected to have a material adverse effect; (vi) material misrepresentations; (vii) occurrence of any default under any other agreement involving indebtedness in excess of $50,000 or the occurrence of a default under any agreement that could reasonably be expected to have a material adverse effect; and (viii) certain money judgments are entered against us or a certain portion of our assets are attached or seized. Remedies for events of default include acceleration of amounts owing under the Loan Agreement and taking immediate possession of, and selling, any collateral securing the loan. | |
In connection with the original Loan Agreement, the Company issued to Hercules a warrant to purchase 31,750 shares of common stock with an exercise price of $7.56, and under the amended Loan Agreement, the Company issued to Hercules a warrant to purchase an additional 34,800 shares of its common stock (and a warrant for an additional 23,200 shares of common stock if we borrow an additional $5.0 million as described above), with an exercise price set at the lower of (i) $7.50 per share or (ii) the price per share of the next round of financing over the next twelve months, subject to customary anti-dilution adjustments. The warrants expire after 10 years and have piggyback registration rights with respect to the shares of common stock underlying the warrant. In addition, the Company has also granted Hercules the option to invest (until the loan maturity date) up to $1.0 million in future equity financings at the same terms as the other investors.The Loan Agreement contains certain provisions that require the warrants issued to Hercules to be accounted for as a liability and “mark-to-market” each reporting period. Changes in the valuation of this liability at the end of each reporting period will be included in its reported operating results, and may create volatility in its reported operating results. The fair value of the initial Loan Agreement warrant was calculated using a lattice-based option model in order to account for features in the warrant that could cause the exercise price to reset (“down round protection”) in the next issuance of our common stock (the next round of equity financing). The Company recorded the fair value of the warrant of $229,345 as warrant liability and as a debt discount to the carrying value of the loan. The key assumptions used to value the warrants included the expected date of the next round of equity financing, volatility of 59% on our common stock based upon similar public companies volatilities for comparison, an expected dividend yield of 0.0%, and a term of 10 years. As of October 22, 2013, the closing of the Initial Public Offering (“IPO”), the Company recorded $186,055 as the fair value of the warrant, as additional paid in capital. As a result of the decrease in warrant liability, the Company recorded a $43,290 change in the fair value of warrant liability. This warrant liability was adjusted from inception of the initial Loan Agreement to October 22, 2013, to fair value each reporting period using a lattice-based option model and the debt discount will be amortized to interest expense over the term of the loan. Upon the completion of the IPO of common stock in October 2013, the down round warrant protection feature resulting in the warrant liability’s quarterly “mark-to-market” valuation terminated and, therefore, this liability was reclassified to additional paid-in capital during the fourth quarter of 2013. The fair value of the amended Loan Agreement warrant was calculated using a lattice-based option model in order to account for features in the warrant that could cause the exercise price to reset (“down round protection”) in the next issuance of our common stock (the next round of equity financing). The Company recorded the fair value of the warrant of $219,588 as warrant liability and as a debt discount to the carrying value of the loan. The key assumptions used to value the warrants included the expected date of the next round of equity financing, volatility of 60% on our common stock based upon similar public companies volatilities for comparison, an expected dividend yield of 0.0%, and a term of 10 years. As of March 31, 2014, the Company recorded $214,368 as the fair value of the warrant. As a result of the decrease in warrant liability, the Company recorded a $5,220 change in the fair value of warrant liability. This warrant liability will be adjusted from the date of the Loan Agreement on February 24, 2014, to fair value each reporting period using a lattice-based option model and the debt discount will be amortized to interest expense over the term of the loan. The down round warrant protection feature resulting in the warrant liability’s quarterly “mark-to-market” valuation will terminate at the end of the one-year period following the amended Loan Closing on February 24, 2014. |
4_STOCKHOLDERS_EQUITY
4. STOCKHOLDERS' EQUITY | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
4. STOCKHOLDERS' EQUITY | ' | ||||||||
The fair value of employee options granted was determined on the date of grant using the Black-Scholes option valuation model. The Black-Scholes model was developed for use in estimating the fair value of publicly traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The Company's employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. Because there has been minimal data for the Company's stock and very little historical experience with the Company's stock options, similar public companies were used for comparison and expectations as to assumptions required for fair value computation using the Black-Scholes methodology. | |||||||||
Guidance for stock-based compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company currently estimates there will be no material forfeitures of options. | |||||||||
The weighted average remaining contractual life of stock options outstanding and expected to vest at March 31, 2014 is 7.6 years. The weighted average remaining contractual life of stock options exercisable at March 31, 2014 is 6.9 years. | |||||||||
A summary of the Company’s option activity under the Plan and related information is as follows: | |||||||||
Three Months Ended | |||||||||
31-Mar-14 | |||||||||
Weighted | |||||||||
Average | |||||||||
Exercise | |||||||||
Shares | Price | ||||||||
Outstanding at beginning of period | 826,995 | $ | 6.9 | ||||||
Forfeited | - | $ | - | ||||||
Granted | - | $ | - | ||||||
Outstanding at end of period and expected to vest | 826,995 | $ | 6.9 | ||||||
Options exercisable | 437,183 | $ | 6.36 | ||||||
Stock-based compensation expense for the three months ended March 31, 2014 and 2013 is as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Research and development | $ | 69,559 | $ | 53,107 | |||||
General and administrative | 164,641 | 165,437 | |||||||
Total stock based compensation expense | $ | 234,200 | $ | 218,544 | |||||
As of March 31, 2014, the total compensation expense related to unvested options not yet recognized totaled $2,049,114. The weighted-average vesting period over which the total compensation expense will be recorded related to unvested options not yet recognized at March 31, 2014 was approximately 2.3 years. |
5_RELATED_PARTY_TRANSACTIONS
5. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
5. RELATED PARTY TRANSACTIONS | ' |
The Company leases an office building and equipment from an entity owned by a related party on a month-to-month basis. Rent expense amounted to $24,112 for each of the three months ended March 31, 2014 and 2013, respectively. | |
The Company maintains deposits and other accounts at a bank which is less than 5%-owned by a related party and where a stockholder and Company director is a member of the Board of Directors of the bank. | |
6_COMMITMENT_AND_CONTINGENCIES
6. COMMITMENT AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
6. COMMITMENT AND CONTINGENCIES | ' |
General Legal Matters. | |
The Company is subject to certain legal proceedings and claims arising in connection with the normal course of our business. In the opinion of management, there are currently no claims that would have a material adverse effect on its consolidated financial position, results of operations or cash flows. | |
7_SEGMENTS
7. SEGMENTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
7. SEGMENTS | ' | ||||||||||||||||
The Company is engaged in the development and commercialization of human plasma and plasma-derived therapeutics. The Company also operates an FDA-licensed source plasma collection facility located in Norcross, Georgia. The Company defines its segments as those business units for which operating results are regularly reviewed by the chief operating decision maker (“CODM”) to analyze performance and allocate resources. The Company’s CODM, is its President and Chief Executive Officer. | |||||||||||||||||
The Company has two operating segments, (1) the plasma collection center segment, which includes the Company’s operation in Georgia; and (2) the research and development segment, which includes the Company’s plasma development operations in New Jersey. | |||||||||||||||||
Summarized financial information concerning reportable segments is shown in the following table: | |||||||||||||||||
Plasma | Research | ||||||||||||||||
Three Months Ended | Collection | and | |||||||||||||||
31-Mar-14 | Center | Development | Corporate | Consolidated | |||||||||||||
Revenues | $ | 1,541,670 | $ | - | $ | 18,889 | $ | 1,560,559 | |||||||||
Cost of product revenue | 977,030 | - | - | 977,030 | |||||||||||||
Gross profit | 564,640 | - | 18,889 | 583,529 | |||||||||||||
Loss from operations | (237,829 | ) | (4,330,457 | ) | (1,115,700 | ) | (5,683,986 | ) | |||||||||
Other expense | (1,730 | ) | - | (218,156 | ) | (219,886 | ) | ||||||||||
Net loss | (239,559 | ) | (4,330,457 | ) | (1,333,856 | ) | (5,903,872 | ) | |||||||||
Property and equipment, net | 655,342 | 1,920 | 171,686 | 828,948 | |||||||||||||
Depreciation and | |||||||||||||||||
amortization expense | 35,983 | 809 | 11,507 | 48,299 | |||||||||||||
Three Months Ended | Collection | Research and | |||||||||||||||
31-Mar-13 | Center | Development | Corporate | Consolidated | |||||||||||||
Revenues | $ | 792,935 | $ | - | $ | - | $ | 792,935 | |||||||||
Cost of product revenue | 529,046 | - | - | 529,046 | |||||||||||||
Gross profit | 263,889 | - | - | 263,889 | |||||||||||||
Loss from operations | (251,399 | ) | (1,467,584 | ) | (1,431,106 | ) | (3,150,089 | ) | |||||||||
Other expense | - | - | (91,558 | ) | (91,558 | ) | |||||||||||
Net loss | (251,399 | ) | (1,467,584 | ) | (1,522,664 | ) | (3,241,647 | ) | |||||||||
Property and equipment, net | 708,994 | 5,131 | 87,632 | 801,757 | |||||||||||||
Depreciation and | |||||||||||||||||
amortization expense | 36,833 | 836 | 5,944 | 43,613 | |||||||||||||
The “Corporate” column includes general and administrative overhead expenses. Property and equipment, net, included in the “Corporate” column above includes assets related to corporate and support functions. | |||||||||||||||||
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of presentation and principles of consolidation | ' |
The accompanying condensed consolidated financial statements include the accounts of ADMA and its wholly-owned subsidiaries, ADMA Plasma Biologics, Inc. and ADMA BioCenters. All significant intercompany transactions and balances have been eliminated in consolidation. | |
The condensed consolidated financial statements for the interim periods included herein are unaudited; however, they contain all adjustments (consisting of only normal recurring adjustments) which in the opinion of management are necessary to present fairly the consolidated financial position of the Company as of March 31, 2014 and its results of operations and cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the interim periods are not necessarily indicative of results that may be expected for any other interim periods or for the full year. These interim financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report for the year ended December 31, 2013 on Form 10-K, filed with the U.S. Securities and Exchange Commission, (“the Commission”) on March 28, 2014. | |
The condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles, (“GAAP”), in accordance with the rules and regulations of the Commission for interim reporting. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted. | |
Inventories | ' |
Plasma inventories (both plasma intended for resale and plasma intended for internal use in the Company's research and development activities) are carried at the lower of cost or market value determined on the first-in, first-out method. Once the research and development plasma is processed to a finished product for ongoing clinical trials, it is then expensed to research and development. Inventory at March 31, 2014 and 2013 consists of raw materials or source plasma intended for sale to third party customers. Inventory also includes plasma collected at the Company’s FDA-licensed and GHA-certified plasma collection center. | |
Revenue recognition | ' |
Revenue from the sale of human plasma collected at the Company’s plasma collection center and plasma-derived medicinal products is recognized at the time of transfer of title and risk of loss to the customer, which usually occurs at the time of shipment. Revenue is recognized at the time of delivery if the Company retains the risk of loss during shipment. Revenues are substantially attributed to one customer. Revenue from license fees and research and development services rendered are recognized as revenue when the performance obligations under the terms of the license agreement have been completed. Deferred revenue of $1.7 million was recorded in the second quarter of 2013 as a result of certain research and development services to be provided in accordance with a license agreement and is being recognized over the term of the license. | |
Use of estimates | ' |
The preparation of financial statements 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. Significant estimates include valuation of inventory, assumptions used in the fair value determination of stock-based compensation, warrants and the allowance for the valuation of future tax benefits. | |
Loss per common share | ' |
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. | |
Diluted net loss per share is calculated by dividing net loss attributable to common stockholders as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and potential dilutive common stock outstanding during the period. Potential dilutive common stock includes the shares of common stock issuable upon the exercise of outstanding stock options and warrants (using the treasury stock method). Potential dilutive common stock in the diluted net loss per share computation is excluded to the extent that they would be anti-dilutive. No potentially dilutive securities are included in the computation of any diluted per share amounts as the Company reported a net loss for all periods presented. The aggregate number of potentially dilutive securities upon the exercise of outstanding warrants and stock options was 1.0 million and 0.9 million as of March 31, 2014 and 2013, respectively. | |
Stock-based compensation | ' |
The Company follows recognized accounting guidance which requires all stock-based payments, including grants of stock options, to be recognized in the statement of operations as compensation expense, based on their fair values on the grant date. The estimated fair value of stock options granted under the Company’s 2007 Employee Stock Option Plan (the “Plan”) is recognized as compensation expense over the option-vesting period. | |
On February 21, 2014, the Board approved, subject to stockholder approval at the Annual Meeting of ADMA Biologics, Inc., the 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”), incentive stock options to purchase an aggregate of 167,932 shares of the Company's common stock under the 2014 Plan, which is subject to stockholder approval at the Annual Meeting, to three of its executive officers. Stock options to purchase 99,309 shares were approved by the Board for the Company’s President and Chief Executive Officer, Adam S. Grossman; stock options to purchase 39,032 shares were approved by the Board for the Company’s Chief Financial Officer, Brian Lenz; and stock options to purchase 29,591 shares were approved by the Board for the Company's Chief Scientific and Medical Officer, James Mond, M.D., Ph.D. The stock options will vest over a period of four years and are exercisable at a price per share of $8.50, the closing price of the Company’s common stock on the OTC Bulletin Board on February 21, 2014. On February 21, 2014, the Board also approved, subject to stockholder approval at the Annual Meeting of the 2014 Plan, non-qualified stock options to purchase 9,000 shares of the Company's common stock under the 2014 Plan, which is subject to stockholder approval at the Annual Meeting, to each of its six non-employee directors. The stock options will vest over a period of 24 months and terminate 12 months following separation and are exercisable at a price per share of $8.50, the closing price of the Company’s common stock on the OTC Bulletin Board on February 21, 2014. The maximum number of shares reserved for delivery under the 2014 Plan shall be: (a) 800,000 shares; plus (b) an annual increase to be added as of the first day of the Company’s fiscal year, beginning in 2015 and occurring each year thereafter through 2020, equal to the least of (i) 200,000 shares, (ii) 1% of the outstanding shares of common stock as of the end of the Company’s immediately preceding fiscal year, and (iii) any lesser number of shares determined by the Board; provided, however, that the aggregate number of shares available for issuance pursuant to such increases shall not exceed a total of 800,000 shares. During the three months ended March 31, 2013, a total of 25,587 stock options to purchase shares of common stock were issued to employees. |
4_STOCKHOLDERS_EQUITY_Tables
4. STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Companys option and warrant activity | ' | ||||||||
Three Months Ended | |||||||||
31-Mar-14 | |||||||||
Weighted | |||||||||
Average | |||||||||
Exercise | |||||||||
Shares | Price | ||||||||
Outstanding at beginning of period | 826,995 | $ | 6.9 | ||||||
Forfeited | - | $ | - | ||||||
Granted | - | $ | - | ||||||
Outstanding at end of period and expected to vest | 826,995 | $ | 6.9 | ||||||
Options exercisable | 437,183 | $ | 6.36 | ||||||
Stock-based compensation expenses | ' | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Research and development | $ | 69,559 | $ | 53,107 | |||||
General and administrative | 164,641 | 165,437 | |||||||
Total stock based compensation expense | $ | 234,200 | $ | 218,544 | |||||
7_SEGMENTS_Tables
7. SEGMENTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
SEGMENTS | ' | ||||||||||||||||
Plasma | Research | ||||||||||||||||
Three Months Ended | Collection | and | |||||||||||||||
31-Mar-14 | Center | Development | Corporate | Consolidated | |||||||||||||
Revenues | $ | 1,541,670 | $ | - | $ | 18,889 | $ | 1,560,559 | |||||||||
Cost of product revenue | 977,030 | - | - | 977,030 | |||||||||||||
Gross profit | 564,640 | - | 18,889 | 583,529 | |||||||||||||
Loss from operations | (237,829 | ) | (4,330,457 | ) | (1,115,700 | ) | (5,683,986 | ) | |||||||||
Other expense | (1,730 | ) | - | (218,156 | ) | (219,886 | ) | ||||||||||
Net loss | (239,559 | ) | (4,330,457 | ) | (1,333,856 | ) | (5,903,872 | ) | |||||||||
Property and equipment, net | 655,342 | 1,920 | 171,686 | 828,948 | |||||||||||||
Depreciation and | |||||||||||||||||
amortization expense | 35,983 | 809 | 11,507 | 48,299 | |||||||||||||
Three Months Ended | Collection | Research and | |||||||||||||||
31-Mar-13 | Center | Development | Corporate | Consolidated | |||||||||||||
Revenues | $ | 792,935 | $ | - | $ | - | $ | 792,935 | |||||||||
Cost of product revenue | 529,046 | - | - | 529,046 | |||||||||||||
Gross profit | 263,889 | - | - | 263,889 | |||||||||||||
Loss from operations | (251,399 | ) | (1,467,584 | ) | (1,431,106 | ) | (3,150,089 | ) | |||||||||
Other expense | - | - | (91,558 | ) | (91,558 | ) | |||||||||||
Net loss | (251,399 | ) | (1,467,584 | ) | (1,522,664 | ) | (3,241,647 | ) | |||||||||
Property and equipment, net | 708,994 | 5,131 | 87,632 | 801,757 | |||||||||||||
Depreciation and | |||||||||||||||||
amortization expense | 36,833 | 836 | 5,944 | 43,613 | |||||||||||||
1_ORGANIZATION_AND_BUSINESS_De
1. ORGANIZATION AND BUSINESS (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ' | ' |
Cash and cash equivalents | $26,517,959 | $26,149,477 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Summary Of Significant Accounting Policies Details Narrative | ' | ' |
Options issued to employees | ' | 25,587 |
4_STOCKHOLDERS_EQUITY_Details
4. STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Shares | ' |
Outstanding at beginning of period | 826,995 |
Forfeited | ' |
Granted | ' |
Outstanding at end of period and expected to vest | 826,995 |
Options exercisable | 437,183 |
Weighted Average Exercise Price | ' |
Outstanding at beginning of period | $6.90 |
Forfeited | ' |
Granted | ' |
Outstanding at end of period and expected to vest | $6.90 |
Options exercisable | $6.36 |
4_STOCKHOLDERS_EQUITY_Details_
4. STOCKHOLDERS' EQUITY (Details 1) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Stock-based compensation expenses | ' | ' |
Research and development | $69,559 | $53,107 |
General and administrative | 164,641 | 165,437 |
Total stock-based compensation expense | $234,200 | $218,544 |
5_RELATED_PARTY_TRANSACTIONS_D
5. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Related Party Transactions [Abstract] | ' | ' |
Rent expense | $24,112 | $24,112 |
7_SEGMENTS_Details
7. SEGMENTS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Summarized financial information concerning reportable segments | ' | ' |
Revenues | $1,541,670 | $792,935 |
Cost of sales | 977,030 | 529,046 |
Gross profit | 583,529 | 263,889 |
Loss from operations | -5,683,986 | -3,150,089 |
Other (income) expense | -219,886 | -91,558 |
Net loss | -5,903,872 | -3,241,647 |
Property and equipment, net | 828,948 | 801,757 |
Depreciation and amortization expense | 48,299 | 43,613 |
Plasma Collection Center Member | ' | ' |
Summarized financial information concerning reportable segments | ' | ' |
Revenues | 1,541,670 | 792,935 |
Cost of sales | 977,030 | 529,046 |
Gross profit | 564,640 | 263,889 |
Loss from operations | -237,829 | -251,399 |
Other (income) expense | -1,730 | ' |
Net loss | -239,559 | -251,399 |
Property and equipment, net | 655,342 | 708,994 |
Depreciation and amortization expense | 35,983 | 36,833 |
Research And Development Member | ' | ' |
Summarized financial information concerning reportable segments | ' | ' |
Revenues | ' | ' |
Cost of sales | ' | ' |
Gross profit | ' | ' |
Loss from operations | -4,330,457 | -1,467,584 |
Other (income) expense | ' | ' |
Net loss | -4,330,457 | -1,467,584 |
Property and equipment, net | 1,920 | 5,131 |
Depreciation and amortization expense | 809 | 836 |
Corporate Member | ' | ' |
Summarized financial information concerning reportable segments | ' | ' |
Revenues | 18,889 | ' |
Cost of sales | ' | ' |
Gross profit | 18,889 | ' |
Loss from operations | -1,115,700 | -1,431,106 |
Other (income) expense | -218,156 | -91,558 |
Net loss | -1,333,856 | -1,522,664 |
Property and equipment, net | 171,686 | 87,632 |
Depreciation and amortization expense | $11,507 | $5,944 |