Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 15, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'MIMEDX GROUP, INC. | ' | ' |
Entity Central Index Key | '0001376339 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $559,000,000 |
Entity Common Stock, Shares Outstanding | ' | 105,581,111 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $44,077,751 | $6,754,485 |
Accounts receivable, net | 16,092,836 | 7,653,561 |
Inventory, net | 3,880,776 | 3,022,784 |
Prepaid expenses | 1,337,408 | 657,961 |
Total current assets | 65,388,771 | 18,088,791 |
Property and equipment, net of accumulated depreciation | 4,086,106 | 1,071,625 |
Goodwill | 4,040,443 | 4,040,443 |
Intangible assets, net of accumulated amortization | 11,178,573 | 11,911,749 |
Other assets | 0 | 70,000 |
Total assets | 84,693,893 | 35,182,608 |
Current liabilities: | ' | ' |
Accounts payable | 2,490,531 | 1,251,684 |
Accrued compensation | 5,588,811 | 2,753,237 |
Accrued expenses | 1,405,974 | 990,697 |
Other current liabilities | 122,551 | 21,583 |
Total current liabilities | 9,607,867 | 5,017,201 |
Earn-out liability payable in MiMedx common stock | 0 | 5,792,330 |
Convertible Senior Secured Promissory Notes, net | 0 | 4,012,442 |
Other liabilities | 1,517,956 | 353,333 |
Total liabilities | 11,125,823 | 15,175,306 |
Commitments and contingencies (Note 15) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock; $.001 par value; 5,000,000 shares authorized and 0 shares issued and outstanding | 0 | 0 |
Common stock; $.001 par value; 130,000,000 shares authorized; 104,425,614 issued and 104,375,614 outstanding for 2013 and 88,423,169 issued and 88,373,169 outstanding for 2012 | 104,426 | 88,423 |
Additional paid-in capital | 147,284,219 | 89,627,601 |
Treasury stock (50,000 shares at cost) | -25,000 | -25,000 |
Accumulated deficit | -73,795,575 | -69,683,722 |
Total stockholders' equity | 73,568,070 | 20,007,302 |
Total liabilities and stockholders' equity | $84,693,893 | $35,182,608 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Stockholders' equity: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 130,000,000 | 130,000,000 |
Common stock, shares issued (in shares) | 104,425,614 | 88,423,169 |
Common stock, shares outstanding (in shares) | 104,375,614 | 88,373,169 |
Treasury stock, shares (in shares) | 50,000 | 50,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Statement [Abstract] | ' | ' | ' |
Net sales | $59,180,734 | $27,053,773 | $7,760,446 |
Cost of sales | 9,328,114 | 5,188,378 | 3,357,909 |
Gross margin | 49,852,620 | 21,865,395 | 4,402,537 |
Operating expenses: | ' | ' | ' |
Research and development expenses | 4,843,457 | 2,884,546 | 2,976,313 |
Selling, general and administrative expenses | 46,225,657 | 19,590,446 | 9,845,529 |
Impairment of intangible assets | 368,102 | 1,798,495 | 0 |
Fair value adjustment of earn-out liability | 0 | 1,567,050 | 5,803 |
Amortization of intangible assets | 1,053,971 | 1,380,241 | 1,335,908 |
Operating income (loss) | -2,638,567 | -5,355,383 | -9,761,016 |
Other income (expense), net | ' | ' | ' |
Amortization of debt discount | -1,328,439 | -1,714,101 | -315,152 |
Interest expense, net | -45,233 | -592,892 | -117,818 |
Income (loss) before income tax provision | -4,012,239 | -7,662,376 | -10,193,986 |
Income tax provision | -99,614 | 0 | 0 |
Net income (loss) | ($4,111,853) | ($7,662,376) | ($10,193,986) |
Net income (loss) per common share - basic and diluted (in dollars per share) | ($0.04) | ($0.09) | ($0.14) |
Weighted average shares outstanding - basic and diluted (in shares) | 96,285,504 | 81,646,295 | 72,450,337 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Preferred Stock Series A | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit |
Balance at Dec. 31, 2010 | $6,100,528 | $0 | $64,382 | $57,888,506 | ($25,000) | ($51,827,360) |
Balance (in shares) at Dec. 31, 2010 | ' | 0 | 64,381,910 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | 1,659,083 | 0 | 0 | 1,659,083 | 0 | 0 |
Share-based compensation expense (in shares) | ' | 0 | 0 | ' | ' | ' |
Exercise of stock options | 295,753 | 0 | 490 | 295,263 | 0 | 0 |
Exercise of stock options (in shares) | ' | 0 | 490,000 | ' | ' | ' |
Sale or offering of common stock and warrants, net of costs and expenses | 3,730,587 | 0 | 3,779 | 3,726,808 | 0 | 0 |
Sale or offering of common stock and warrants, net of costs and expenses (in shares) | ' | 0 | 3,778,321 | ' | ' | ' |
Common stock issued for the conversion of convertible debt | 406,663 | 0 | 406 | 406,257 | 0 | 0 |
Common stock issued for the conversion of convertible debt (in shares) | 406,664 | 0 | 406,664 | ' | ' | ' |
Common stock issued for the acquisition of Surgical Biologics, LLC | 7,087,500 | 0 | 5,250 | 7,082,250 | 0 | 0 |
Common stock issued for the acquisition of Surgical Biologics, LLC (in shares) | ' | 0 | 5,250,000 | ' | ' | ' |
Beneficial conversion feature recognized on convertible debt | 2,715,552 | 0 | 0 | 2,715,552 | 0 | 0 |
Warrants issued in conjunction with convertible promissory notes | 14,885 | 0 | 0 | 14,885 | 0 | 0 |
Common stock issued for accrued director fees | 0 | ' | ' | ' | ' | ' |
Common stock issued for earn-out liability | 0 | ' | ' | ' | ' | ' |
Discount on beneficial conversion feature | 80,000 | 0 | 0 | 80,000 | 0 | 0 |
Common stock issued for acquisition note (in shares) | 893,267 | ' | ' | ' | ' | ' |
Conversion of line of credit with related party | 0 | ' | ' | ' | ' | ' |
Net income (loss) | -10,193,986 | 0 | 0 | 0 | 0 | -10,193,986 |
Balance at Dec. 31, 2011 | 11,896,565 | 0 | 74,307 | 73,868,604 | -25,000 | -62,021,346 |
Balance (in shares) at Dec. 31, 2011 | ' | 0 | 74,306,895 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | 2,538,721 | 0 | 0 | 2,538,721 | 0 | 0 |
Share-based compensation expense (in shares) | ' | 0 | 0 | ' | ' | ' |
Exercise of stock options | 1,052,668 | 0 | 844 | 1,051,824 | 0 | 0 |
Exercise of stock options (in shares) | ' | 0 | 843,863 | ' | ' | ' |
Common stock issued for the conversion of convertible debt | 0 | ' | ' | ' | ' | ' |
Exercise of warrants | 6,001,063 | 0 | 7,960 | 5,993,103 | 0 | 0 |
Exercise of warrants (in shares) | ' | 0 | 7,959,767 | ' | ' | ' |
Repurchase warrants | -568 | 0 | 0 | -568 | 0 | 0 |
Repurchase warrants (in shares) | ' | 0 | 0 | ' | ' | ' |
Cashless exercise of warrants | 0 | 0 | 216 | -216 | 0 | 0 |
Cashless exercise of warrants (in shares) | ' | 0 | 216,085 | ' | ' | ' |
Common stock issued for accrued director fees | 184,653 | 0 | 167 | 184,486 | 0 | 0 |
Common stock issued for accrued director fees (in shares) | ' | 0 | 167,086 | ' | ' | ' |
Common stock issued for earn-out liability | 3,185,223 | 0 | 2,632 | 3,182,591 | 0 | 0 |
Common stock issued for earn-out liability (in shares) | 2,632,576 | 0 | 2,632,576 | ' | ' | ' |
Discount on beneficial conversion feature | 514,456 | 0 | 0 | 514,456 | 0 | 0 |
Common stock issued for acquisition note | 893,267 | 0 | 893 | 892,374 | 0 | 0 |
Common stock issued for acquisition note (in shares) | 893,267 | 0 | 893,267 | ' | ' | ' |
Conversion of line of credit with related party | 1,403,630 | 0 | 1,404 | 1,402,226 | 0 | 0 |
Conversion of line of credit with related party (in shares) | 1,403,630 | 0 | 1,403,630 | ' | ' | ' |
Net income (loss) | -7,662,376 | 0 | 0 | 0 | 0 | -7,662,376 |
Balance at Dec. 31, 2012 | 20,007,302 | 0 | 88,423 | 89,627,601 | -25,000 | -69,683,722 |
Balance (in shares) at Dec. 31, 2012 | ' | 0 | 88,423,169 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | 6,009,176 | 0 | 0 | 6,009,176 | 0 | 0 |
Share-based compensation expense (in shares) | ' | 0 | 0 | ' | ' | ' |
Exercise of stock options | 1,981,418 | 0 | 1,959 | 1,979,459 | 0 | 0 |
Exercise of stock options (in shares) | 1,958,674 | 0 | 1,958,674 | ' | ' | ' |
Sale or offering of common stock and warrants, net of costs and expenses | 36,509,810 | 0 | 5,750 | 36,504,060 | 0 | 0 |
Sale or offering of common stock and warrants, net of costs and expenses (in shares) | ' | 0 | 5,750,000 | ' | ' | ' |
Common stock issued for the conversion of convertible debt | 5,272,004 | 0 | 5,272 | 5,266,732 | 0 | 0 |
Common stock issued for the conversion of convertible debt (in shares) | 5,272,004 | 0 | 5,272,004 | ' | ' | ' |
Exercise of warrants | 2,107,883 | 0 | 1,844 | 2,106,039 | 0 | 0 |
Exercise of warrants (in shares) | ' | 0 | 1,844,352 | ' | ' | ' |
Common stock issued for accrued director fees | 0 | ' | ' | ' | ' | ' |
Common stock issued for earn-out liability | 5,792,330 | 0 | 1,175 | 5,791,155 | 0 | 0 |
Common stock issued for earn-out liability (in shares) | 1,174,915 | 0 | 1,174,915 | ' | ' | ' |
Common stock issued for acquisition note (in shares) | 893,267 | ' | ' | ' | ' | ' |
Conversion of line of credit with related party | 0 | ' | ' | ' | ' | ' |
Issuance of restricted stock | 0 | 0 | 3 | -3 | 0 | 0 |
Issuance of restricted stock (in shares) | ' | 0 | 2,500 | ' | ' | ' |
Net income (loss) | -4,111,853 | 0 | 0 | 0 | 0 | -4,111,853 |
Balance at Dec. 31, 2013 | 73,568,070 | 0 | 104,426 | 147,284,219 | -25,000 | -73,795,575 |
Balance (in shares) at Dec. 31, 2013 | ' | 0 | 104,425,614 | ' | ' | ' |
Balance at Nov. 30, 2013 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Sale or offering of common stock and warrants, net of costs and expenses (in shares) | ' | ' | 5,750,000 | ' | ' | ' |
Balance at Dec. 31, 2013 | ' | ' | $104,426 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | ' | ' | 104,425,614 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' |
Sale of common stock and warrants, net of offering cost | $47,733 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | ($4,111,853) | ($7,662,376) | ($10,193,986) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ' | ' | ' |
Depreciation | 637,246 | 465,367 | 446,502 |
Loss on fixed asset disposal | 36,800 | 0 | 0 |
Amortization of intangible assets | 1,053,971 | 1,380,241 | 1,335,908 |
Impairment of intangible assets | 368,102 | 1,798,495 | 0 |
Amortization of debt discount and deferred financing costs | 1,328,439 | 1,714,101 | 315,152 |
Share-based compensation | 6,009,176 | 2,538,721 | 1,659,083 |
Change in fair value of earn-out liability | 0 | 1,567,050 | 5,803 |
Increase (decrease) in cash resulting from changes in: | ' | ' | ' |
Accounts receivable | -8,439,275 | -5,761,642 | -1,208,456 |
Inventory | -857,992 | -2,310,182 | -253,942 |
Prepaid expenses | -706,683 | -466,060 | -70,980 |
Other assets | 70,000 | 96,657 | -80,375 |
Accounts payable | 1,208,747 | -81,112 | 732,938 |
Accrued compensation | 2,835,574 | 2,354,888 | 194,934 |
Accrued expenses | 352,881 | 605,856 | 328,379 |
Accrued interest | -41,641 | 387,896 | 107,886 |
Other liabilities | -28,969 | 40,840 | 16,383 |
Net cash flows from operating activities | -285,477 | -3,331,260 | -6,664,771 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of equipment | -2,336,517 | -636,502 | -486,091 |
Cash paid for acquisition, net of cash acquired of $33,583 | 0 | 0 | -466,417 |
Proceeds from grant | 0 | 0 | 250,000 |
Patent application costs | -688,897 | 0 | 0 |
Net cash flows from investing activities | -3,025,414 | -636,502 | -702,508 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from exercise of stock options | 1,981,418 | 1,052,668 | 295,753 |
Proceeds from exercise of warrants | 2,107,883 | 6,001,063 | 0 |
Proceeds from Senior Secured Promissory Notes | 0 | 0 | 5,000,000 |
Proceeds from Line of Credit with related party | 0 | 0 | 1,300,000 |
Proceeds from sale of common stock and warrants and common stock with registration rights, net | 0 | 0 | 3,730,587 |
Proceeds from public offering, net of expenses | 36,602,306 | 0 | 0 |
Repayment of Line of Credit | 0 | 0 | -99,000 |
Repayment of Note Payable | 0 | 0 | -88,657 |
Repayment of convertible debt related to acquisition | 0 | -427,126 | 0 |
Principal payments of equipment leases | -57,450 | -16,116 | 0 |
Repurchase of warrants | 0 | -568 | 0 |
Net cash flows from financing activities | 40,634,157 | 6,609,921 | 10,138,683 |
Net change in cash | 37,323,266 | 2,642,159 | 2,771,404 |
Cash and cash equivalents, beginning of period | 6,754,485 | 4,112,326 | 1,340,922 |
Cash and cash equivalents, end of period | $44,077,751 | $6,754,485 | $4,112,326 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Statement of Cash Flows [Abstract] | ' |
Acquisition, cash acquired | $33,583 |
Nature_of_Business
Nature of Business | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Business | ' |
Nature of Business | |
MiMedx Group, Inc. (“MiMedx,” "the Company,” “we,” or “us”) operates in one business segment, Regenerative Biomaterials, which includes the design, manufacture, and marketing of products and tissue processing services for the Wound Care, Surgical, Sports Medicine, Ophthalmic and Dental market categories. Our biomaterial platform technologies include tissue technologies, AmnioFix® and EpiFix®, and device technology CollaFix™ . | |
The Company is focused primarily on the United States but will pursue other individual markets based upon the specific opportunity. The adoption of the technologies may vary depending on each country’s regulations, but the opportunities to help individuals in the different disease states remain similar and large. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Significant Accounting Policies | ' | |
Significant Accounting Policies | ||
Use of Estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles (“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 consolidated statements of operations during the reporting period. Actual results could differ from those estimates. | ||
Principles of Consolidation | ||
The accompanying financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries MiMedx, Inc., SpineMedica, LLC, and MiMedx Tissue Services, LLC, formerly known as Surgical Biologics, LLC. All significant inter-company balances and transactions have been eliminated. | ||
Reclassifications | ||
Certain amounts in the prior year financial statements have been reclassified to conform to the current year financial statement presentation. | ||
Segment Reporting | ||
ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment. Disaggregation of the Company’s operating results is impracticable, because the Company’s research and development activities and its assets overlap, and management reviews its business as a single operating segment. Thus, discrete financial information is not available for more than one operating segment. | ||
Market Concentrations and Credit Risk | ||
The Company places its cash and cash equivalents on deposit with financial institutions in the United States. In July 2010, the Federal Deposit Insurance Corporation (“FDIC”) increased coverage to $250,000 for substantially all depository accounts. As of December 31, 2013, the Company had cash and cash equivalents of approximately $43,600,000 in excess of the insured amounts. | ||
The Company’s principal market concentration of risk is related to its limited distribution channels. The Company's revenues include the distribution efforts of several independent companies as well as the Company's internal sales force. Significant revenues are derived from its relationships with two of its distributors, AvKARE, Inc. which sells our products to the Federal government and another distributor that sells our products in certain defined Territories. For the years ended December 31, 2013, 2012 and 2011, AvKARE revenue was 56%, 40%, and 0% of total revenue, respectively. Related receivables for the same time periods were 55%, 53%, and 0%, of total accounts receivable, respectively. For the years ended December 31, 2013, 2012 and 2011, the other distributor's revenue was 10%, 21%, and 19% of total revenue, respectively. Related receivables for the same time periods were 12%, 25%, and 33% of total accounts receivable, respectively. | ||
Cash and Cash Equivalents | ||
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. | ||
Accounts Receivable | ||
Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. | ||
Inventories | ||
Inventories are valued at the lower of cost or market, using the first–in, first-out (FIFO) method. Inventory is tracked through Raw Material, WIP, and Finished Good stages as the product progresses through various production steps and stocking locations. Labor and overhead costs are absorbed through the various production processes upon work order closes. Historical yields and normal capacities are utilized in the calculation of production overhead rates. Reserves for inventory obsolescence are utilized to account for slow-moving inventory as well as inventory no longer needed due to diminished market demand. | ||
Goodwill and Purchased Intangible Assets | ||
Goodwill and purchased intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually at the beginning of its fourth fiscal quarter and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. For goodwill, the Company performs a two-step impairment test. In the first step, the Company compares the fair value of the Company to its carrying value. The Company determines the fair value utilizing the market approach. Under the market approach, the Company uses its market capitalization which is calculated by taking the Company’s share price times the number of outstanding shares. If the fair value of the Company exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the Company is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss, if any. In the second step, the Company’s value is allocated to all of the assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the Company was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. | ||
Impairment of Intangible Assets with Finite Lives | ||
The Company reviews purchased intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable using a two-step impairment test. In step one, we determine the sum of the undiscounted future cash flows of the assets based on management's estimates and compare it to the carrying value of the assets. If the carrying amount is greater than the sum of the undiscounted cash flows, then the asset is impaired and step two is required. In step two, the impairment loss is calculated as the difference between the fair value of the assets and the carrying value of the assets. | ||
Our impairment reviews are based on an estimated future cash flow approach that requires significant judgment with respect to future revenue and expense growth rates, selection of appropriate discount rate, asset groupings, and other assumptions and estimates. We use estimates that are consistent with our business plans and a market participant view of the assets being evaluated. Actual results may differ from our estimates. | ||
During the fourth quarter we chose to discontinue the HydroFix® product line. This action resulted in an impairment charge of approximately $368,000 related to the Licenses for SaluMedica LLC, Spine Repair and Polyvinyl Alcohol Cryogel. This item is included in our Statement of Operations as of for the year ended December 31, 2013. An impairment charge of approximately $1,800,000 had previously been booked in 2012. | ||
Property and Equipment | ||
Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, principally five to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the estimated useful lives or the life of the lease. The Company is party to various lease arrangements for its facility space and equipment. These arrangements include interest, scheduled rent increases and rent holidays which are included in the determination of minimum lease payments when assessing lease classification, and are included in rent expense on a straight line basis over the lease term. See Notes 5 and 15 for further information regarding capital leases, operating leases and rent expense. | ||
Patent Costs | ||
The Company incurs certain legal and related costs in connection with patent applications for tissue based products and processes. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company. The Company capitalized approximately $690,000 of patent costs during 2013. There were no patent costs capitalized in 2012 or 2011. | ||
Impairment of Long-lived Assets | ||
The Company evaluates the recoverability of its long-lived assets (property and equipment) whenever adverse events or changes in business climate indicate that the expected undiscounted future cash flows from the related assets may be less than previously anticipated. If the net book value of the related assets exceeds the expected undiscounted future cash flows of the assets, the carrying amount would be reduced to the present value of their expected future cash flows and an impairment loss would be recognized. During the fourth quarter of 2013, we chose to discontinue the HydroFix® product line. This action resulted in a disposal loss of approximately $30,000. This item is included in our Consolidated Statements of Operations for the year ended December 31, 2013, as Selling, General and Administrative expenses. | ||
Grant Income | ||
The Company received a Regional Economic Business Assistance ("REBA") grant in the amount of $250,000 from the State of Georgia to help the Company defray certain expenses and capital expenditures related to the Company's expansion of manufacturing activities in the State. In order to retain the grant monies the Company was required to add a certain number of full time positions and spend a certain amount on capital and operations expenditures by December 31, 2014. As of December 31, 2013, the Company had satisfied the grant requirements. Accordingly, the Company has recorded the $250,000 as a reduction of Selling, General and Administrative expenses in the accompanying Consolidated Statements of Operations. Previously, this amount was recorded as Deferred Grant Income and was included in Other Liabilities per ASC 450-30 Gain Contingencies. | ||
Debt Instruments with Detachable Warrants and Beneficial Conversion Features | ||
According to ASC470-20 "Debt With Conversion and Other Options", proceeds from the sale of convertible debt instruments with stock purchase warrants (detachable call options) shall be allocated to the two elements based upon the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. Also, the embedded beneficial conversion feature present in the convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. | ||
Revenue Recognition | ||
The Company sells its products primarily through a combination of a direct sales force, independent stocking distributors and third party representatives in the U.S. and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. In cases where the Company utilizes distributors or ships products directly to the end user, it recognizes revenue according to the shipping terms of the agreement provided all revenue recognition criteria have been met. A portion of the Company’s revenue is generated from inventory maintained at hospitals or with field representatives. For these products, revenue is recognized at the time the product has been used or implanted. The Company records estimated sales returns, discounts and allowances as a reduction of net sales in the same period revenue is recognized. | ||
Research and Development Costs | ||
Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. | ||
Income Taxes | ||
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. | ||
Uncertain Tax Positions | ||
Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is more than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the Consolidated Balance Sheets. | ||
Share-based Compensation | ||
The Company follows the provisions of ASC topic 718 “Compensation — Stock compensation”, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (options and warrants). All awards are amortized on a straight-line basis over their vesting terms. | ||
Fair Value of Financial Instruments | ||
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts receivable, accounts payable and accrued expenses. The fair value of the Company’s capital leases approximates its carrying value based upon current rates available to the Company. | ||
Fair Value Measurements | ||
The Company records certain financial instruments at fair value, including: cash equivalents and contingent consideration. The Company may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis; although as of December 31, 2013, the Company has not chosen to make any such elections. Fair value financial instruments are recorded in accordance with the fair value measurement framework. | ||
The Company also measures certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets; and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company uses the fair value measurement framework to value these assets and reports these fair values in the periods in which they are recorded or written down. | ||
The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: | ||
• | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; | |
• | Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and | |
• | Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. | |
The determination of fair value and the assessment of a measurement’s placement within the hierarchy require judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist it in determining fair value, as appropriate. | ||
Although the Company believes that the recorded fair value of its financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. | ||
Recently Issued Accounting Pronouncements | ||
The Company considers the applicability and impact of all Accounting Standards Updates "ASUs". For the year ended December 31, 2013, and through the date of this report, all ASUs issued, effective and not yet effective, were assessed and determined to be either not applicable or are expected to have minimal impact on our financial position or results of operations. |
Liquidity_and_Managements_Plan
Liquidity and Management's Plans | 12 Months Ended |
Dec. 31, 2013 | |
Liquidity and management's plans [Abstract] | ' |
Liquidity and Management's Plans | ' |
Liquidity and Management's Plans | |
As of December 31, 2013, the Company had approximately $44,100,000 of cash and cash equivalents. The Company reported total current assets of approximately $65,400,000 and current liabilities of approximately $9,600,000. The Company believes that its anticipated cash from operating and financing activities and existing cash and cash equivalents will enable the Company to meet its operational liquidity needs and fund its planned investing activities for the next year. |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories consisted of the following items as of December 31, 2013 and 2012: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 202,414 | $ | 233,747 | ||||
Work in process | 2,951,704 | 1,598,537 | ||||||
Finished goods | 1,048,886 | 1,349,121 | ||||||
Inventory, gross | 4,203,004 | 3,181,405 | ||||||
Reserve for obsolescence | (322,228 | ) | (158,621 | ) | ||||
Inventory, net | $ | 3,880,776 | $ | 3,022,784 | ||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment consist of the following as of December 31, 2013 and 2012: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Leasehold improvements | $ | 2,319,928 | $ | 1,022,230 | ||||
Lab and clean room equipment | 2,025,263 | 1,887,645 | ||||||
Furniture and equipment | 1,240,466 | 431,563 | ||||||
Construction in Progress | 802,319 | 10,027 | ||||||
Property and equipment, gross | 6,387,976 | 3,351,465 | ||||||
Less accumulated depreciation | (2,301,870 | ) | (2,279,840 | ) | ||||
Property and equipment, net | $ | 4,086,106 | $ | 1,071,625 | ||||
Included in property and equipment is approximately $440,000 of capital leases. The corresponding liability is included in other liabilities in the accompanying condensed consolidated balance sheet. Also included is approximately $1.0 million in leasehold improvements paid for by the landlord of our new facility with a corresponding liability included in long term liabilities, which is amortized over the term of the lease. | ||||||||
Depreciation expense for the years ended December 31, 2013, 2012, and 2011 was approximately $637,000, $465,000, and $447,000, respectively. |
Intangible_Assets_and_Royalty_
Intangible Assets and Royalty Agreement | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Intangible Assets and Royalty Agreement | ' | ||||||||||
Intangible Assets and Royalty Agreement | |||||||||||
Intangible assets are summarized as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Weighted | Cost | Cost | |||||||||
Average | |||||||||||
Amortization | |||||||||||
Lives | |||||||||||
Licenses (a) (b) (c) (d) | 10 years | $ | 6,075,000 | $ | 6,075,000 | ||||||
Patents & Know How (d) | 14 years | 7,798,910 | 7,690,000 | ||||||||
Customer & Supplier Relationships (d) | 14 years | 3,761,000 | 3,761,000 | ||||||||
Tradenames & Trademarks (d) | indefinite | 1,008,000 | 1,008,000 | ||||||||
In Process Research & Development (d) | indefinite | 25,000 | 25,000 | ||||||||
Patents in Process (e) | indefinite | 579,987 | — | ||||||||
Total | 19,247,897 | 18,559,000 | |||||||||
Less Accumulated amortization and | (8,069,324 | ) | (6,647,251 | ) | |||||||
impairment charges | |||||||||||
Net | $ | 11,178,573 | $ | 11,911,749 | |||||||
(a) | On January 29, 2007, the Company acquired a license from Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. in the amount of $996,000. Within 30 days after the receipt by the Company of approval by the FDA allowing the sale of the first licensed product, the Company is required to pay an additional $200,000 to the licensor. Due to its contingent nature, this amount is not recorded as a liability. The Company will also be required to pay a royalty of 3% on all commercial sales revenue from the licensed products. The Company is also obligated to pay a $50,000 minimum annual royalty payment over the life of the license. As of December 31, 2013, this license had a remaining net book value of approximately $309,000. | ||||||||||
(b) | On September 1, 2005, we acquired a license from SaluMedica, LLC (SaluMedica) in the original amount of $2,399,000 for the use of certain developed technologies related to spine repair. This license was acquired through the acquisition of SpineMedica Corp. In 2012, we booked an impairment charge related to this asset of $851,676. In the fourth quarter of 2013, the Company made a decision to discontinue marketing the HydroFix® product line and fully impaired the asset. There was no charge to Operations as the asset was fully amortized. | ||||||||||
(c) | On March 31, 2008, the Company entered into a license agreement for the use of certain developed technologies related to surgical sheets made of polyvinyl alcohol cryogel in the original amount of $2,667,000. In 2012, we booked an impairment charge related to this asset of $946,819. In the fourth quarter of 2013, the Company made a decision to discontinue marketing the HydroFix® product line and fully impaired the asset. This resulted in an impairment charge of $368,102 which is included in the Company's Statement of Operations. | ||||||||||
(d) | On January 5, 2011, the Company acquired Surgical Biologics, LLC. As a result, the Company recorded intangible assets for Customer & Supplier Relationships of $3,761,000, Patents & Know-How of $7,690,000, Licenses of $13,000, Trade Names & Trademarks of $1,008,000 and In-Process Research & Development of $25,000. During 2013 an additional $108,910 of costs associated with patents granted during the year were capitalized and included in Patents & Know- How subject to amortization. | ||||||||||
(e) | Capitalized external legal and other registration costs in connection with internally developed tissue-based patents that are pending. Once issued, the costs associated with a given patent will be included in Patents & Know-How under intangible assets subject to amortization. | ||||||||||
Amortization expense for the years ended December 31, 2013, 2012, and 2011, was approximately $1,054,000, $1,380,000, and $1,336,000, respectively. | |||||||||||
Expected future amortization of intangible assets as of December 31, 2013, is as follows: | |||||||||||
Estimated | |||||||||||
Amortization | |||||||||||
Year ending December 31, | Expense | ||||||||||
2014 | $ | 923,935 | |||||||||
2015 | 923,935 | ||||||||||
2016 | 923,935 | ||||||||||
2017 | 834,302 | ||||||||||
2018 | 824,335 | ||||||||||
Thereafter | 5,740,131 | ||||||||||
$ | 10,170,573 | ||||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ||||||||
The following table summarizes our long-term debt: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
$5,000,000 Convertible Senior Secured Promissory Notes including interest at 5% per annum payable quarterly through December 31, 2013, and an additional one time 5% interest charge payable on January 15, 2013, if not repaid by December 31, 2012, collateralized by a first priority lien shared equally with holder of the Convertible Line of Credit with Related Party in all of the patents and intellectual property owned by the Company subordinated to the Convertible Debt related to acquisition for Surgical Biologics intellectual property until repaid. (a) | $ | — | $ | 5,313,645 | ||||
Total debt | — | 5,313,645 | ||||||
Less unamortized debt discount | — | (1,301,203 | ) | |||||
Less current portion | — | — | ||||||
Long-term portion | $ | — | $ | 4,012,442 | ||||
(a) | Investors received First Contingent Warrants (25% of amount invested) and Second Contingent Warrants (25% of amount invested) at an exercise price of $.01 per share. On December 31, 2011, a total of 1,250,000 First Contingent Warrants were vested. In July 2012, a total of 1,250,000 Second Contingent Warrants were voided due to the Company's share price trading at or above $1.75 for ten consecutive trading days. The additional interest resulting from the beneficial conversion feature, inclusive of the First Contingent Warrants, totaled $2,278,052, which was recorded as a debt discount and was amortized to interest expense using the effective interest rate over the life of the note. | |||||||
Senior Secured Promissory Notes | ||||||||
From December 27 to December 31, 2011, the Company sold 5% Convertible Senior Secured Promissory Notes (the “Notes”) to individual accredited investors for aggregate proceeds of $5,000,000. The aggregate proceeds included $500,000 of Notes sold to the Company’s Chairman of the Board and CEO. In total, the principal of the Notes were convertible into up to 5,000,000 shares of common stock of the Company (“Common Stock”) plus accrued but unpaid interest at $1.00 per share at any time upon the election of the holder of the note. | ||||||||
In conjunction with the sale of the Notes, the Company incurred a placement fee of $32,800 and issued 42,400 common stock warrants to the placement agents at an exercise price of $1.09 per share. The warrants expire in 5 years. The fair value of the warrants was determined to be approximately $15,000 using the Black-Scholes-Merton valuation technique. The total direct costs of approximately $47,800 were recorded as deferred financing costs and were amortized over the term of the Notes using the effective interest method. Further, the placement agent warrants are classified in stockholders’ equity because they achieved all of the requisite conditions for equity classification in accordance with GAAP. | ||||||||
During the months of January and February 2013, all holders of the Notes converted their interest in this obligation to shares of MiMedx common stock. The total amount of debt plus accrued interest that was exchanged was approximately $5,272,000. In conjunction with this exchange, approximately 5,272,000 shares of the Company’s common stock were issued in full satisfaction of this obligation. Included in this total are 532,260 shares representing the Chief Executive Officer’s conversion of his Note. This also resulted in the acceleration of amortization of debt discount and total interest expense of approximately $1,328,000 during the year ended December 31, 2013. | ||||||||
Line of Credit | ||||||||
On May 17, 2013, the Company and Bank of America, N.A. (the “Lender”) entered into a Loan Agreement (the “Loan Agreement”). The Loan Agreement provides the Company with a secured revolving line of credit (the “Revolving Line of Credit”) of up to $3,000,000, and includes a sub-limit of up to $1,000,000 for the issuance of letters of credit. The Revolving Line of Credit is secured by the Company's accounts receivable and inventory. The Company intends to utilize the Revolving Line of Credit for general corporate purposes. As of the date of this filing, the Company has not made any draws under the Revolving Line of Credit. | ||||||||
Accrued interest with respect to principal amounts outstanding under the Loan Agreement is payable in arrears on a monthly basis calculated at the rate of LIBOR plus two percent (2%). The principal amount outstanding under the Loan Agreement and any accrued and unpaid interest are due no later than May 1, 2014, and the Revolving Line of Credit is subject to certain prepayment penalties upon early termination of the Revolving Line of Credit. The Loan Agreement is subject to renewal by the lender at the end of the term. | ||||||||
The Loan Agreement contains covenants that limit under certain circumstances the ability of the Company to, among other things, merge with or acquire other entities, incur new liens, incur additional indebtedness, sell assets outside of the ordinary course of business, make loans, advances or other extensions of credit or engage in any business activities substantially different from the Company's current business without the Lender's consent. The Loan Agreement also requires the Company to maintain certain financial covenants, including a minimum funded debt to adjusted EBITDA ratio and a minimum fixed charge coverage ratio. The Company is in compliance with these covenants. |
Net_Income_loss_Per_Share
Net Income (loss) Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Net Income (loss) Per Share | ' | |||||||||||
Net Income (loss) Per Share | ||||||||||||
Basic net income (loss) per common share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted-average number of common and dilutive common equivalent shares from stock options, warrants and convertible debt using the treasury stock method. For all periods presented, diluted net loss per share is the same as basic net loss per share, as the inclusion of equivalent shares from outstanding common stock options, warrants and convertible debt would be anti-dilutive. | ||||||||||||
The following table sets forth the computation of basic and diluted net loss per share: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net income (loss) | $ | (4,111,853 | ) | $ | (7,662,376 | ) | $ | (10,193,986 | ) | |||
Denominator for basic earnings per share - weighted average shares | 96,285,504 | 81,646,295 | 72,450,337 | |||||||||
Effect of dilutive securities: Stock options and warrants outstanding and convertible debt (a) | — | — | — | |||||||||
Denominator for diluted earnings per share - weighted average shares adjusted for dilutive securities | 96,285,504 | 81,646,295 | 72,450,337 | |||||||||
Income (loss) per common share - basic and diluted | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.14 | ) | |||
(a) | Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Outstanding Stock Options | 15,375,960 | 13,614,135 | 10,333,583 | |||||||||
Outstanding Warrants | 1,284,816 | 3,129,168 | 9,388,817 | |||||||||
Convertible Debt, promissory notes | — | 5,313,645 | 5,007,732 | |||||||||
Convertible Line of Credit with Related Party | — | — | 1,342,726 | |||||||||
Convertible Debt, Acquisition | — | — | 1,299,315 | |||||||||
16,660,776 | 22,056,948 | 27,372,173 | ||||||||||
Common_Stock_Placements
Common Stock Placements | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Common Stock Placements | ' |
Common Stock Placements | |
Public Offering of Common Stock | |
In December of 2013, the Company completed a public offering the 'Offering” of 5,750,000 shares of its common stock at $6.80 per share. Proceeds from The Offering net of underwriting expenses of the Offering were $36,704,000. In addition, we incurred approximately $194,000 in various legal fees for services related to The Offering. | |
We intend to use the net proceeds from The Offering for general corporate purposes, including, but not limited to, research, development and further commercialization of our products, obtaining regulatory approvals, funding of our clinical trials, capital expenditures, working capital and future acquisitions of complementary businesses, technology or products, although we currently have no agreements or commitments with respect to any such investment or acquisition. | |
Each of our executive officers and directors, has agreed that, subject to certain exceptions, during the period ending 90 days after December 9, 2013, which we refer to as the restricted period, without the prior consent of Canaccord Genuity Inc., (the lead underwriter for The Offering) not to directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of any shares of common stock or any securities that may be converted into or exchanged for any shares of our common stock, enter into any swap or other arrangement that transfers to another person, in whole or in part, any of the economic consequences of ownership of our common stock. The foregoing restrictions do not apply with respect to an aggregate of 150,000 shares of common stock held by certain entities in which our Chairman and Chief Executive Officer possesses sole voting and investment control. |
Equity
Equity | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Equity | ' | |||||||||||||||
Equity | ||||||||||||||||
Stock Incentive Plans | ||||||||||||||||
The Company has three share-based compensation plans: the MiMedx Group, Inc. Assumed 2006 Stock Incentive Plan (the “2006 Plan”), the MiMedx Inc. 2007 Assumed Stock Plan (the “Assumed 2007 Plan”) and the MiMedx Group Inc. Amended and Restated Assumed 2005 Stock Plan (the “Assumed 2005 Plan”) which provide for the granting of qualified incentive and non-qualified stock options, stock appreciation awards and restricted stock awards to employees, directors, consultants and advisors. The awards are subject to a vesting schedule as set forth in each individual agreement. The Company intends to use only the 2006 Plan to make future grants. The number of assumed options under the Assumed 2005 Plan and Assumed 2007 Plan outstanding at December 31, 2013, totaled 375,000. On March 6, 2013, the Board of Directors approved 6,000,000 additional shares to be made available under the 2006 Plan, bringing the maximum number of shares of common stock which can be issued under the 2006 Plan to 22,500,000 at December 31, 2013. The shareholders approved the increase on May 9, 2013. | ||||||||||||||||
Activity with respect to the stock options is summarized as follows: | ||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||||
Shares | Average | Average | Intrinsic | |||||||||||||
Exercise | Remaining | Value | ||||||||||||||
Price | Contractual | |||||||||||||||
Term | ||||||||||||||||
(in years) | ||||||||||||||||
Outstanding at January 1, 2013 | 13,614,135 | $ | 1.42 | |||||||||||||
Granted | 4,021,000 | $ | 5.31 | |||||||||||||
Exercised | (1,958,674 | ) | $ | 1.01 | ||||||||||||
Unvested options forfeited | (265,002 | ) | $ | 3.47 | ||||||||||||
Vested options expired | (35,499 | ) | $ | 1.11 | ||||||||||||
Outstanding at December 31, 2013 | 15,375,960 | $ | 2.46 | 7.7 | $ | 96,614,260 | ||||||||||
Vested at December 31, 2013 | 6,807,732 | $ | 1.33 | 6.5 | $ | 50,441,475 | ||||||||||
Vested or expected to vest at December 31, 2013 (a) | 15,081,653 | $ | 2.42 | 7.7 | $ | 95,324,825 | ||||||||||
(a) | Includes forfeiture adjusted unvested shares. | |||||||||||||||
The intrinsic value of the options exercised during the years ended December 31, 2013, 2012 and 2011 were approximately $8,864,115, $718,978, and $258,000, respectively. | ||||||||||||||||
The intrinsic value of options vested during the years ended December 31, 2013, 2012 and 2011 were approximately $3,351,000, $1,851,000, and $1,194,000. respectively. | ||||||||||||||||
Following is a summary of stock options outstanding and exercisable at December 31, | ||||||||||||||||
2013 | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Range of Exercise Prices | Number outstanding | Weighted- | Weighted- | Number Exercisable | Weighted- | |||||||||||
Average | Average | Average | ||||||||||||||
Remaining | Exercise | Exercise Price | ||||||||||||||
Contractual | Price | |||||||||||||||
Term | ||||||||||||||||
(in years) | ||||||||||||||||
$0.50 - $0.76 | 1,225,935 | 4 | $ | 0.65 | 1,225,935 | $ | 0.65 | |||||||||
$0.87 - $1.35 | 6,570,341 | 7.6 | 1.2 | 3,604,469 | 1.18 | |||||||||||
$1.40 - $2.29 | 1,571,700 | 6.1 | 1.66 | 1,321,698 | 1.66 | |||||||||||
$2.33 - $3.75 | 2,091,984 | 8.7 | 2.77 | 655,630 | 2.77 | |||||||||||
$3.95 - $6.02 | 3,435,500 | 9.3 | 5.13 | — | — | |||||||||||
$6.04 - $7.93 | 480,500 | 8.9 | 6.61 | — | — | |||||||||||
15,375,960 | 7.7 | $ | 2.46 | 6,807,732 | $ | 1.33 | ||||||||||
A summary of the status of the Company’s unvested stock options as of December 31 is presented below: | ||||||||||||||||
2013 | ||||||||||||||||
Unvested Stock Options | Number of | Weighted- | ||||||||||||||
Shares | Average | |||||||||||||||
Grant Date Fair Value | ||||||||||||||||
Unvested at January 1, 2013 | 8,377,538 | $ | 0.96 | |||||||||||||
Granted | 4,021,000 | $ | 3.08 | |||||||||||||
Cancelled/expired | (265,002 | ) | $ | 2.14 | ||||||||||||
Vested | (3,565,308 | ) | $ | 0.94 | ||||||||||||
Unvested at December 31, 2013 | 8,568,228 | $ | 1.94 | |||||||||||||
Total unrecognized compensation expense at December 31, 2013, was approximately $12,052,935 and will be charged to expense through February 2016. | ||||||||||||||||
The fair value of the options granted was estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the options. The term of employee options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The simplified method was used due to the Company’s lack of sufficient historical data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its equity shares have been publicly traded. The term for non-employee options is generally based upon the contractual term of the option. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term or contractual term as described. | ||||||||||||||||
The assumptions used in calculating the fair value of options using the Black-Scholes-Merton option-pricing model are set forth in the following table: | ||||||||||||||||
Year ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Expected volatility | 61.41 - 64.77% | 45.7 - 64.3% | 57.3-58.1% | |||||||||||||
Expected life (in years) | 6 | 6 | 6 | |||||||||||||
Expected dividend yield | — | — | — | |||||||||||||
Risk-free interest rate | 0.85 - 1.88% | 0.62 - 1.77% | 0.86 - 2.24% | |||||||||||||
The weighted-average grant date fair value for options granted during the years ended December 31, 2013, 2012 and 2011 were approximately $3.08, $1.07, and $0.63, respectively. | ||||||||||||||||
Restricted Stock Awards | ||||||||||||||||
Following is summary information for restricted stock awards for the years ended 2013 and 2012. There were no restricted stock awards in 2011 and prior years. Shares vest over a one to three year period. As of December 31, 2013, there was approximately $2,471,000 of total unrecognized stock-based compensation related to time-based, nonvested restricted stock. That expense is expected to be recognized on a straight-line basis over a weighted-average period of 2.5 years. | ||||||||||||||||
Number of | Weighted-Average Grant Date | |||||||||||||||
Shares | Fair Value | |||||||||||||||
Unvested at December 31, 2011 | — | — | ||||||||||||||
Granted | 7,500 | $3.49 | ||||||||||||||
Vested | — | — | ||||||||||||||
Unvested at December 31, 2012 | 7,500 | $3.49 | ||||||||||||||
Granted | 576,550 | $5.55 | ||||||||||||||
Vested | (2,500 | ) | $3.49 | |||||||||||||
Forfeited | (5,000 | ) | $6.60 | |||||||||||||
Unvested at December 31, 2013 | 576,550 | $5.53 | ||||||||||||||
For the years ended December 31, 2013, 2012, and 2011 the Company recognized stock-based compensation as follows: | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Cost of sales | $ | 279,215 | $ | 97,970 | $ | 98,366 | ||||||||||
Research and development | 417,436 | 289,341 | 254,997 | |||||||||||||
Selling, general and administrative | 5,312,525 | 2,151,410 | 1,305,720 | |||||||||||||
$ | 6,009,176 | $ | 2,538,721 | $ | 1,659,083 | |||||||||||
Warrants | ||||||||||||||||
From time to time the Company has granted common stock warrants in connection with equity share purchases by investors as an additional incentive for providing long term equity capital to the Company and as additional compensation to consultants and advisors. The warrants were granted at negotiated prices in connection with the equity share purchases and at the market price of the common stock in other instances. The warrants were issued for terms of five years. | ||||||||||||||||
Common Stock warrants activity and resulting balances for the years ended December 31, 2013, 2012, and 2011 are as follows: | ||||||||||||||||
Number of | Weighted- | Number of | Weighted- | |||||||||||||
Warrants | Average | Contingent Warrants | Average | |||||||||||||
Exercise | Exercise | |||||||||||||||
Price per | Price per | |||||||||||||||
Warrant | Contingent | |||||||||||||||
Warrant | ||||||||||||||||
Warrants outstanding at January 1, 2011 | 6,003,924 | $ | 1.21 | 1,252,990 | $ | 0.01 | ||||||||||
Issued in connection with private placement of common stock | 1,889,161 | 1.5 | 1,889,162 | 0.01 | ||||||||||||
Issued in connection with convertible promissory notes | 203,332 | 1.5 | 203,332 | 0.01 | ||||||||||||
Issued in connection with line of credit with related party | — | — | 650,000 | 0.01 | ||||||||||||
Issued in connection with Senior Secured Promissory Notes | 1,250,000 | 0.01 | 1,250,000 | 0.01 | ||||||||||||
Placement agent | 42,400 | 1.09 | — | — | ||||||||||||
Warrants outstanding at December 31, 2011 | 9,388,817 | $ | 1 | 5,245,484 | $ | 0.01 | ||||||||||
Warrants outstanding at January 1, 2012 | 9,388,817 | $ | 1 | 5,245,484 | $ | 0.01 | ||||||||||
Warrants issued: | ||||||||||||||||
Vested contingent warrants related to private placement of common stock | 1,672,743 | 0.01 | (1,672,743 | ) | 0.01 | |||||||||||
Vested contingent warrants related to line of credit with related party | 325,000 | 0.01 | (325,000 | ) | 0.01 | |||||||||||
Contingent warrants voided | — | — | (3,247,741 | ) | 0.01 | |||||||||||
Warrants exercised: | ||||||||||||||||
Contingent warrants related to convertible note | (1,249,750 | ) | 0.01 | — | — | |||||||||||
Contingent warrants related to private placement of common stock | (1,608,802 | ) | 0.01 | — | — | |||||||||||
Contingent warrants related to line of credit with related party | (325,000 | ) | 0.01 | — | — | |||||||||||
Callable warrants | (3,288,733 | ) | 1.5 | — | — | |||||||||||
Other | (1,703,568 | ) | 0.63 | — | — | |||||||||||
Warrants expired | (10,000 | ) | 1 | — | — | |||||||||||
Warrants redeemed for cashless exercises | (14,789 | ) | 0.53 | — | — | |||||||||||
Repurchased callable warrants | (56,750 | ) | 1.5 | — | — | |||||||||||
Warrants outstanding at December 31, 2012 | 3,129,168 | $ | 1.04 | — | $ | — | ||||||||||
Warrants outstanding at January 1, 2013 | 3,129,168 | 1.04 | — | — | ||||||||||||
Warrants exercised: | ||||||||||||||||
Other | (1,844,352 | ) | 1.14 | — | — | |||||||||||
Warrants outstanding at December 31, 2013 | 1,284,816 | $ | 0.9 | — | $ | — | ||||||||||
Warrants may be exercised in whole or in part by: | ||||||||||||||||
• | notice given by the holder accompanied by payment of an amount equal to the warrant exercise price multiplied by the number of warrant shares being purchased; or | |||||||||||||||
• | if permitted by the applicable warrant election by the holder to exchange the warrant (or portion thereof) for that number of shares equal to the product of (a) the number of shares issuable upon exercise of the warrant (or portion) and (b) a fraction, (x) the numerator of which is the market price of the shares at the time of exercise minus the warrant exercise price per share at the time of exercise and (y) the denominator of which is the market price per share at the time of exercise. | |||||||||||||||
These warrants are not mandatorily redeemable, and do not obligate the Company to repurchase its equity shares by transferring assets or issuing a variable number of shares. | ||||||||||||||||
The warrants require that the Company deliver shares as part of a physical settlement or, if permitted by the applicable warrant a net-share settlement, at the option of the holder, and do not provide for a net-cash settlement. | ||||||||||||||||
All of our warrants are classified as equity as of December 31, 2013, December 31, 2012, and December 31, 2011. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
Income Taxes | ||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | ||||||||
Significant components of the Company’s deferred tax assets and liabilities are as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets and liabilities: | ||||||||
Accrued liabilities | $ | 1,404,000 | $ | (125,000 | ) | |||
Beneficial conversion feature on convertible financial instruments | — | (449,000 | ) | |||||
Intangible assets | 1,021,000 | 1,117,000 | ||||||
Property and equipment | (507,000 | ) | 89,000 | |||||
R&D Credit Carryforward | 1,369,000 | 1,407,356 | ||||||
Stock Compensation | 2,151,000 | 213,000 | ||||||
Adjust accrued earn-out liability | — | 567,947 | ||||||
Charitable Contributions | 1,000 | 3,000 | ||||||
Patent fees | 142,000 | 6,000 | ||||||
Net operating loss | 14,663,000 | 15,539,000 | ||||||
Net deferred tax assets | $ | 20,244,000 | $ | 18,368,303 | ||||
Valuation allowance | (20,244,000 | ) | (18,368,303 | ) | ||||
$ | — | $ | — | |||||
The reconciliation of the Federal statutory income tax rate of 34% to the effective rate is as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Federal statutory rate | 34 | % | 34 | % | ||||
State taxes, net of federal benefit | (2.48 | )% | 3.4 | % | ||||
Permanent items & other | 12.73 | % | 0.65 | % | ||||
Valuation allowance | (46.73 | )% | (38.05 | )% | ||||
(2.48 | )% | — | % | |||||
Income taxes are based on estimates of the annual effective tax rate and evaluations of possible future events and transactions and may be subject to subsequent refinement or revision. | ||||||||
Certain items of income and expense are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. The Company establishes a valuation allowance for deferred tax assets for which realization is not likely. At December 31, 2013, the Company had a valuation allowance of $20,244,000 recorded against the benefit of certain deferred tax assets. In assessing the recoverability of our deferred tax assets, we analyzed all evidence, both positive and negative. We considered, among other things, our deferred tax liabilities, our historical earnings and losses, projections of future income, and tax-planning strategies available to us in the relevant jurisdiction. | ||||||||
At December 31, 2013, we have income tax net operating loss ("NOL") carry forwards for federal and state purposes of $36,861,000 and $30,036,000, respectively. The Company has recorded a deferred tax asset for both federal and state income taxes of $12,533,000 and $2,130,000, respectively. If not utilized, the federal and state tax loss carry forwards will expire between 2027 and 2033. | ||||||||
The Company's net operating losses and credits are subject to annual limitations due to ownership change limitations provided by Internal Revenue Code Section 382. At this time the Company does not believe its carryforwards or credits will be materially impacted by such limitations. | ||||||||
In July 2006, the FASB issued Interpretation 48 (codified primarily in ASC 740), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with Statement 109 (codified primarily in ASC 740). Interpretation 48 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of Interpretation 48 and in subsequent periods. As a result of the implementation, the Company has analyzed its tax positions and determined that no reserve is necessary at this time. | ||||||||
The Company is subject to taxation in the US and various state jurisdictions. As of December 31, 2013, the Company’s tax years for 2010, 2011 and 2012 are subject to examination by the tax authorities. As of December 31, 2013, the Company is generally no longer subject to US federal, state, or local examinations by tax authorities for years before 2010. Tax year 2009 was open as of December 31, 2012. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||||||
Supplemental disclosure of cash flow and non-cash investing and financing activities | ' | |||||||||||
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities | ||||||||||||
Selected cash payments, receipts, and noncash activities are as follows: | ||||||||||||
Twelve Months Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Cash paid for interest | $ | 36,202 | $ | 13,322 | $ | 15,456 | ||||||
Income taxes paid | 61,129 | — | — | |||||||||
Purchases of equipment financed through capital leases | 355,144 | 84,650 | — | |||||||||
Stock issuance of 167,086 shares in lieu of Directors' fees | — | 184,653 | — | |||||||||
Deferred financing costs | 27,236 | 20,449 | — | |||||||||
Convertible Secured Promissory Notes issued in conjunction with the acquisition of Surgical Biologics | — | — | 1,250,000 | |||||||||
Warrants issued for placement fees associated with Senior Secured Promissory Notes | — | — | 14,885 | |||||||||
Beneficial conversion related to Note Payable with related party | — | — | 80,000 | |||||||||
Beneficial conversion related to convertible debt issued with regard to acquisition of Surgical Biologics | — | — | 437,500 | |||||||||
Beneficial conversion related to Line of Credit with related party | — | 514,456 | — | |||||||||
Stock issuance of 5,250,000 shares in conjunction with acquisition of Surgical Biologics | — | — | 7,087,500 | |||||||||
Stock issuance in connection of Earn-Out Liability of 1,174, 915 shares for 2013 and 2,632,576 shares for 2012 | 5,792,330 | 3,185,223 | — | |||||||||
Stock issuance in exchange for convertible debt of 5,272,004 shares in 2013 and 406,664 shares in 2011 | 5,272,004 | — | 406,663 | |||||||||
Stock issuance of 1,403,630 shares for payment of Line of Credit with related party | — | 1,403,630 | — | |||||||||
Stock issuance of 216,085 shares for exercise of cashless warrants | — | 216 | — | |||||||||
Stock issuance of 893,267 shares in payment of Convertible | ||||||||||||
Secured Promissory Notes related to acquisition of Surgical Biologics | — | 893,267 | 2,278,052 | |||||||||
Tenant improvement incentive | 996,866 | — | — | |||||||||
Legal fees paid for public offering | 101,694 | — | — | |||||||||
Legal fees related to public offering included in accounts payable | 30,100 | — | — | |||||||||
Legal fees related to public offering included in accrued expenses | 62,396 | — | — | |||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||
Related Party Transactions | ' | |||||||||||
Related Party Transactions | ||||||||||||
The Company has related party expense as described in the following table: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Office space lease (a) | $ | 70,141 | $ | 48,182 | $ | 41,000 | ||||||
Aircraft use (b) | — | — | 1,100 | |||||||||
Hybrid debt instrument (c) | — | — | 3,232 | |||||||||
Line of credit (d) | — | 103,630 | 42,726 | |||||||||
Convertible senior secured promissory notes (e) | — | 50,000 | 4,507 | |||||||||
$ | 70,141 | $ | 201,812 | $ | 92,565 | |||||||
(a) | payments related to the lease of office space from an entity owned by the Chairman of the Board and CEO for $70,141 for 2013 $48,182 for 2012 and $41,000 for 2011, respectively | |||||||||||
(b) | payments related to aircraft use from an entity owned by a former member of the Board of Directors | |||||||||||
(c) | interest of $3,232 related to convertible promissory notes issued in October 2010 to the Chairman of the Board and CEO and two other members of the Board of Directors | |||||||||||
(d) | interest of $103,630 for 2012 and $42,726 for 2011, respectively related to a revolving secured line of credit extended by the Chairman of the Board and CEO dated March 31, 2011 | |||||||||||
(e) | interest of $50,000 for 2012 and $4,507 for 2011, respectively related to the convertible senior secured promissory notes issued to the Chairman of the Board and CEO during the fourth quarter of 2011 |
401k_Plan
401k Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
401k Plan | ' |
401k Plan | |
The Company has a 401(k) plan (the “Plan”) covering employees who have attained 21 years of age and have completed three months of service. Under the Plan, participants may defer up to 100% of their eligible wages to a maximum of $17,500 per year (annual limit for 2013). Employees age 50 or over in 2013 may make additional pre-tax contributions up to $5,500 above and beyond normal plan and legal limits. Annually, the Company may elect to match employee contributions up to 6% of the employee’s compensation. Additionally, the Company may elect to make a discretionary contribution to the Plan. The Company did not provide matching contributions for the years ended December 31, 2013, 2012 and 2011. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
Contractual Arrangements | ||||
In addition to the capital leases noted under Property and Equipment above, the Company has entered into operating lease agreements for facility space and equipment. These leases expire over the next six years and generally contain renewal options. The Company anticipates that most of these leases will be renewed or replaced upon expiration. | ||||
The estimated annual lease payments are as follows: | ||||
Year ended December 31, | ||||
2014 | $ | 869,841 | ||
2015 | 1,300,289 | |||
2016 | 1,339,418 | |||
2017 | 1,379,877 | |||
2018 | 1,421,135 | |||
Thereafter | 119,581 | |||
$ | 6,430,141 | |||
Rent expense for the years ended December 31, 2013, 2012 and 2011, was approximately $1,000,000, $485,000 and $488,000, respectively and is allocated among cost of sales, research and development, and selling, general and administrative expenses. | ||||
Letters of Credit | ||||
As a condition of the leases for the Company's facilities we are obligated under standby letters of credit in the amount of approximately $525,000. These obligations are reduced at various times over the lives of the leases. | ||||
FDA Untitled Letter and Related Litigation | ||||
Initially, MiMedx processed its tissue allografts in only one form, which was a sheet form. In 2011, MiMedx introduced a micronized form of its sheet allografts. | ||||
The FDA has specific regulations governing human cells, tissues and cellular and tissue-based products, or HCT/Ps. An HCT/P is a product containing or consisting of human cells or tissue intended for transplantation into a human patient. If an HCT/P meets the criteria for regulation solely under Section 361 of the Public Health Service Act (so-called “361 HCT/Ps”), no FDA review for safety and effectiveness under a drug, device, or biological product marketing application is required. | ||||
MiMedx believes that all of its tissue products qualify as 361 HCT/Ps. On August 28, 2013, however, the FDA issued an Untitled Letter alleging that the Company’s micronized allografts do not meet the criteria for regulation solely under Section 361 of the Public Health Service Act and that, as a result, MiMedx would need a biologics license to lawfully market the micronized products. | ||||
After a series of correspondence and conference calls and a meeting with FDA representatives, in December 2013, the FDA clarified the basis for its position regarding the micronized products. Specifically, the FDA explained its belief that “[c]ryo-milling cut, dehydrated amniotic/chorionic membrane results in a micron-sized powder and the loss of the tensile strength and elasticity that are essential characteristics of the original amniotic/chorionic tissue relating to its utility to function as a ‘physical membrane’ (i.e. covering, barrier).” For this reason, the Agency continues to believe that the micronized products are more than minimally manipulated and the products therefore are not eligible for marketing solely under Section 361 of the Public Health Service Act. The Company responded to the FDA that while it does not agree with the Agency’s position, it understands the Agency’s interest in further regulating this emerging technology. Accordingly, the Company has proposed to the FDA that it will pursue the Investigational New Drug (“IND”) and Biologics License Application (“BLA”) process for certain micronized products, and, in parallel, also proposed to enter into negotiations with the FDA on a plan to transition the micronized products to licensed biological products and continue to market the micronized products under specific conditions. The Company has also informed the FDA that it is ready to immediately commence discussions regarding this transition plan. There is no guarantee that the FDA will agree to a transition plan or allow us to continue to market our micronized products while we pursue one or more BLAs. If they do allow us to continue to market our micronized products, they may impose conditions, such as labeling restrictions and compliance with Current Good Manufacturing Practices (“cGMP”). It is also possible that we will be required to recall our micronized products Revenues from micronized products make up about 15% of projected revenues in 2014. | ||||
Following the publication of the Untitled Letter from the FDA regarding the Company’s injectable products in September 2013, the trading price of the Company’s stock dropped sharply and several purported class action lawsuits were filed against us and certain of our executive officers asserting violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 with respect to various statements and alleged omissions related to the Company’s belief that FDA approval was not required to market its products, including its micronized products. These cases have now all been removed to, and consolidated in, the United States District Court for the Northern District of Georgia. By order dated December 9, 2013, the Court approved the appointment of a lead plaintiff and a lead counsel. A Consolidated Amended Class Action Complaint, containing substantially the same causes of action and claims for relief as the initial complaints, was filed on January 27, 2014. On February 26, 2014, we filed a Motion to Dismiss on various grounds. The plaintiffs' response to the Company's Motion to Dismiss is due March 28, 2014. The Company currently believes that the outcome of this litigation will not have a material adverse impact on our financial position or results of operations. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||
Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||
NET SALES | 2013 | $ | 11,556,493 | $ | 13,514,743 | $ | 16,115,708 | $ | 17,993,790 | ||||||||||
2012 | 3,705,808 | 4,884,256 | 7,954,046 | 10,509,663 | |||||||||||||||
2011 | 1,043,487 | 1,929,399 | 2,152,094 | 2,635,466 | |||||||||||||||
GROSS MARGIN | 2013 | $ | 9,651,473 | $ | 11,316,261 | $ | 14,002,270 | $ | 14,882,616 | ||||||||||
2012 | 2,746,953 | 3,769,330 | 6,528,710 | 8,820,402 | |||||||||||||||
2011 | 333,370 | 1,084,458 | 1,265,584 | 1,719,125 | |||||||||||||||
NET INCOME (LOSS) | 2013 | $ | (1,620,408 | ) | $ | (757,389 | ) | $ | (307,118 | ) | $ | (1,426,938 | ) | ||||||
2012 | (1,093,652 | ) | (744,069 | ) | (4,219,372 | ) | (1,605,283 | ) | |||||||||||
2011 | (3,347,562 | ) | (2,503,505 | ) | (1,765,723 | ) | (2,577,196 | ) | |||||||||||
NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED | 2013 | $ | (0.02 | ) | $ | (0.01 | ) | $ | — | $ | (0.01 | ) | |||||||
2012 | (0.01 | ) | (0.01 | ) | (0.05 | ) | (0.01 | ) | |||||||||||
2011 | (0.05 | ) | (0.03 | ) | (0.02 | ) | (0.04 | ) |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts (Notes) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | |||||||||
Schedule II - Valuation and Qualifying Accounts | ' | |||||||||
Schedule II Valuation and Qualifying Accounts | ||||||||||
MIMEDX GROUP, INC. AND SUBSIDIARIES | ||||||||||
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | ||||||||||
Years ended December 31, 2013, 2012 and 2011 | ||||||||||
Balance at | Additions charged to Expense or Revenue | Deductions | Balance at | |||||||
Beginning of Year | and write-offs | End of Year | ||||||||
For the Year ended December 31, 2013 | ||||||||||
Allowance for doubtful accounts | 49,000 | 391,000 | (33,000 | ) | 407,000 | |||||
Allowance for product returns | 89,000 | 917,000 | (791,000 | ) | 215,000 | |||||
Allowance for obsolescence | 159,000 | 213,000 | (50,000 | ) | 322,000 | |||||
For the Year ended December 31, 2012 | ||||||||||
Allowance for doubtful accounts | 19,000 | 57,000 | (27,000 | ) | 49,000 | |||||
Allowance for product returns | 88,000 | 394,000 | (393,000 | ) | 89,000 | |||||
Allowance for obsolescence | 53,000 | 106,000 | — | 159,000 | ||||||
For the Year ended December 31, 2011 | ||||||||||
Allowance for doubtful accounts | 21,000 | 58,000 | (60,000 | ) | 19,000 | |||||
Allowance for product returns | 39,000 | 189,000 | (140,000 | ) | 88,000 | |||||
Allowance for obsolescence | 29,000 | 30,000 | (6,000 | ) | 53,000 | |||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles (“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 consolidated statements of operations during the reporting period. Actual results could differ from those estimates. | ||
Principles of Consolidation | ' | |
Principles of Consolidation | ||
The accompanying financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries MiMedx, Inc., SpineMedica, LLC, and MiMedx Tissue Services, LLC, formerly known as Surgical Biologics, LLC. All significant inter-company balances and transactions have been eliminated. | ||
Reclassifications | ' | |
Reclassifications | ||
Certain amounts in the prior year financial statements have been reclassified to conform to the current year financial statement presentation. | ||
Segment Reporting | ' | |
Segment Reporting | ||
ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment. Disaggregation of the Company’s operating results is impracticable, because the Company’s research and development activities and its assets overlap, and management reviews its business as a single operating segment. Thus, discrete financial information is not available for more than one operating segment. | ||
Market Concentrations and Credit Risk | ' | |
Market Concentrations and Credit Risk | ||
The Company places its cash and cash equivalents on deposit with financial institutions in the United States. In July 2010, the Federal Deposit Insurance Corporation (“FDIC”) increased coverage to $250,000 for substantially all depository accounts. As of December 31, 2013, the Company had cash and cash equivalents of approximately $43,600,000 in excess of the insured amounts. | ||
The Company’s principal market concentration of risk is related to its limited distribution channels. The Company's revenues include the distribution efforts of several independent companies as well as the Company's internal sales force. Significant revenues are derived from its relationships with two of its distributors, AvKARE, Inc. which sells our products to the Federal government and another distributor that sells our products in certain defined Territories. For the years ended December 31, 2013, 2012 and 2011, AvKARE revenue was 56%, 40%, and 0% of total revenue, respectively. Related receivables for the same time periods were 55%, 53%, and 0%, of total accounts receivable, respectively. For the years ended December 31, 2013, 2012 and 2011, the other distributor's revenue was 10%, 21%, and 19% of total revenue, respectively. Related receivables for the same time periods were 12%, 25%, and 33% of total accounts receivable, respectively. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. | ||
Accounts Receivable | ' | |
Accounts Receivable | ||
Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. | ||
Inventories | ' | |
Inventories | ||
Inventories are valued at the lower of cost or market, using the first–in, first-out (FIFO) method. Inventory is tracked through Raw Material, WIP, and Finished Good stages as the product progresses through various production steps and stocking locations. Labor and overhead costs are absorbed through the various production processes upon work order closes. Historical yields and normal capacities are utilized in the calculation of production overhead rates. Reserves for inventory obsolescence are utilized to account for slow-moving inventory as well as inventory no longer needed due to diminished market demand. | ||
Goodwill and Purchased Intangible Assets | ' | |
Goodwill and Purchased Intangible Assets | ||
Goodwill and purchased intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually at the beginning of its fourth fiscal quarter and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. For goodwill, the Company performs a two-step impairment test. In the first step, the Company compares the fair value of the Company to its carrying value. The Company determines the fair value utilizing the market approach. Under the market approach, the Company uses its market capitalization which is calculated by taking the Company’s share price times the number of outstanding shares. If the fair value of the Company exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the Company is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss, if any. In the second step, the Company’s value is allocated to all of the assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the Company was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. | ||
Impairment of Intangible Assets with Finite Lives | ' | |
Impairment of Intangible Assets with Finite Lives | ||
The Company reviews purchased intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable using a two-step impairment test. In step one, we determine the sum of the undiscounted future cash flows of the assets based on management's estimates and compare it to the carrying value of the assets. If the carrying amount is greater than the sum of the undiscounted cash flows, then the asset is impaired and step two is required. In step two, the impairment loss is calculated as the difference between the fair value of the assets and the carrying value of the assets. | ||
Our impairment reviews are based on an estimated future cash flow approach that requires significant judgment with respect to future revenue and expense growth rates, selection of appropriate discount rate, asset groupings, and other assumptions and estimates. We use estimates that are consistent with our business plans and a market participant view of the assets being evaluated. Actual results may differ from our estimates. | ||
During the fourth quarter we chose to discontinue the HydroFix® product line. This action resulted in an impairment charge of approximately $368,000 related to the Licenses for SaluMedica LLC, Spine Repair and Polyvinyl Alcohol Cryogel. This item is included in our Statement of Operations as of for the year ended December 31, 2013. An impairment charge of approximately $1,800,000 had previously been booked in 2012. | ||
Property and Equipment | ' | |
Property and Equipment | ||
Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, principally five to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the estimated useful lives or the life of the lease. The Company is party to various lease arrangements for its facility space and equipment. These arrangements include interest, scheduled rent increases and rent holidays which are included in the determination of minimum lease payments when assessing lease classification, and are included in rent expense on a straight line basis over the lease term. See Notes 5 and 15 for further information regarding capital leases, operating leases and rent expense. | ||
Impairment of Long-lived Assets | ' | |
Impairment of Long-lived Assets | ||
The Company evaluates the recoverability of its long-lived assets (property and equipment) whenever adverse events or changes in business climate indicate that the expected undiscounted future cash flows from the related assets may be less than previously anticipated. If the net book value of the related assets exceeds the expected undiscounted future cash flows of the assets, the carrying amount would be reduced to the present value of their expected future cash flows and an impairment loss would be recognized. During the fourth quarter of 2013, we chose to discontinue the HydroFix® product line. This action resulted in a disposal loss of approximately $30,000. This item is included in our Consolidated Statements of Operations for the year ended December 31, 2013, as Selling, General and Administrative expenses. | ||
Grant Income | ' | |
Grant Income | ||
The Company received a Regional Economic Business Assistance ("REBA") grant in the amount of $250,000 from the State of Georgia to help the Company defray certain expenses and capital expenditures related to the Company's expansion of manufacturing activities in the State. In order to retain the grant monies the Company was required to add a certain number of full time positions and spend a certain amount on capital and operations expenditures by December 31, 2014. As of December 31, 2013, the Company had satisfied the grant requirements. Accordingly, the Company has recorded the $250,000 as a reduction of Selling, General and Administrative expenses in the accompanying Consolidated Statements of Operations. Previously, this amount was recorded as Deferred Grant Income and was included in Other Liabilities per ASC 450-30 Gain Contingencies. | ||
Debt Instruments with Detachable Warrants and Beneficial Conversion Features | ' | |
Debt Instruments with Detachable Warrants and Beneficial Conversion Features | ||
According to ASC470-20 "Debt With Conversion and Other Options", proceeds from the sale of convertible debt instruments with stock purchase warrants (detachable call options) shall be allocated to the two elements based upon the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. Also, the embedded beneficial conversion feature present in the convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
The Company sells its products primarily through a combination of a direct sales force, independent stocking distributors and third party representatives in the U.S. and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. In cases where the Company utilizes distributors or ships products directly to the end user, it recognizes revenue according to the shipping terms of the agreement provided all revenue recognition criteria have been met. A portion of the Company’s revenue is generated from inventory maintained at hospitals or with field representatives. For these products, revenue is recognized at the time the product has been used or implanted. The Company records estimated sales returns, discounts and allowances as a reduction of net sales in the same period revenue is recognized. | ||
Research and Development Costs | ' | |
Research and Development Costs | ||
Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. | ||
Income Taxes | ' | |
Income Taxes | ||
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. | ||
Uncertain Tax Positions | ' | |
Uncertain Tax Positions | ||
Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is more than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the Consolidated Balance Sheets. | ||
Share-based Compensation | ' | |
Share-based Compensation | ||
The Company follows the provisions of ASC topic 718 “Compensation — Stock compensation”, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (options and warrants). All awards are amortized on a straight-line basis over their vesting terms. | ||
Fair Value of Financial Instruments | ' | |
Fair Value of Financial Instruments | ||
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts receivable, accounts payable and accrued expenses. The fair value of the Company’s capital leases approximates its carrying value based upon current rates available to the Company. | ||
Fair Value Measurements | ' | |
Fair Value Measurements | ||
The Company records certain financial instruments at fair value, including: cash equivalents and contingent consideration. The Company may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis; although as of December 31, 2013, the Company has not chosen to make any such elections. Fair value financial instruments are recorded in accordance with the fair value measurement framework. | ||
The Company also measures certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets; and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company uses the fair value measurement framework to value these assets and reports these fair values in the periods in which they are recorded or written down. | ||
The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: | ||
• | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; | |
• | Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and | |
• | Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. | |
The determination of fair value and the assessment of a measurement’s placement within the hierarchy require judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist it in determining fair value, as appropriate. | ||
Although the Company believes that the recorded fair value of its financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. | ||
Recently Issued Accounting Pronouncements | ' | |
Recently Issued Accounting Pronouncements | ||
The Company considers the applicability and impact of all Accounting Standards Updates "ASUs". For the year ended December 31, 2013, and through the date of this report, all ASUs issued, effective and not yet effective, were assessed and determined to be either not applicable or are expected to have minimal impact on our financial position or results of operations. |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory | ' | |||||||
Inventories consisted of the following items as of December 31, 2013 and 2012: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 202,414 | $ | 233,747 | ||||
Work in process | 2,951,704 | 1,598,537 | ||||||
Finished goods | 1,048,886 | 1,349,121 | ||||||
Inventory, gross | 4,203,004 | 3,181,405 | ||||||
Reserve for obsolescence | (322,228 | ) | (158,621 | ) | ||||
Inventory, net | $ | 3,880,776 | $ | 3,022,784 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and equipment | ' | |||||||
Property and equipment consist of the following as of December 31, 2013 and 2012: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Leasehold improvements | $ | 2,319,928 | $ | 1,022,230 | ||||
Lab and clean room equipment | 2,025,263 | 1,887,645 | ||||||
Furniture and equipment | 1,240,466 | 431,563 | ||||||
Construction in Progress | 802,319 | 10,027 | ||||||
Property and equipment, gross | 6,387,976 | 3,351,465 | ||||||
Less accumulated depreciation | (2,301,870 | ) | (2,279,840 | ) | ||||
Property and equipment, net | $ | 4,086,106 | $ | 1,071,625 | ||||
Intangible_Assets_and_Royalty_1
Intangible Assets and Royalty Agreement (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Intangible assets activity summary | ' | ||||||||||
Intangible assets are summarized as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Weighted | Cost | Cost | |||||||||
Average | |||||||||||
Amortization | |||||||||||
Lives | |||||||||||
Licenses (a) (b) (c) (d) | 10 years | $ | 6,075,000 | $ | 6,075,000 | ||||||
Patents & Know How (d) | 14 years | 7,798,910 | 7,690,000 | ||||||||
Customer & Supplier Relationships (d) | 14 years | 3,761,000 | 3,761,000 | ||||||||
Tradenames & Trademarks (d) | indefinite | 1,008,000 | 1,008,000 | ||||||||
In Process Research & Development (d) | indefinite | 25,000 | 25,000 | ||||||||
Patents in Process (e) | indefinite | 579,987 | — | ||||||||
Total | 19,247,897 | 18,559,000 | |||||||||
Less Accumulated amortization and | (8,069,324 | ) | (6,647,251 | ) | |||||||
impairment charges | |||||||||||
Net | $ | 11,178,573 | $ | 11,911,749 | |||||||
(a) | On January 29, 2007, the Company acquired a license from Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. in the amount of $996,000. Within 30 days after the receipt by the Company of approval by the FDA allowing the sale of the first licensed product, the Company is required to pay an additional $200,000 to the licensor. Due to its contingent nature, this amount is not recorded as a liability. The Company will also be required to pay a royalty of 3% on all commercial sales revenue from the licensed products. The Company is also obligated to pay a $50,000 minimum annual royalty payment over the life of the license. As of December 31, 2013, this license had a remaining net book value of approximately $309,000. | ||||||||||
(b) | On September 1, 2005, we acquired a license from SaluMedica, LLC (SaluMedica) in the original amount of $2,399,000 for the use of certain developed technologies related to spine repair. This license was acquired through the acquisition of SpineMedica Corp. In 2012, we booked an impairment charge related to this asset of $851,676. In the fourth quarter of 2013, the Company made a decision to discontinue marketing the HydroFix® product line and fully impaired the asset. There was no charge to Operations as the asset was fully amortized. | ||||||||||
(c) | On March 31, 2008, the Company entered into a license agreement for the use of certain developed technologies related to surgical sheets made of polyvinyl alcohol cryogel in the original amount of $2,667,000. In 2012, we booked an impairment charge related to this asset of $946,819. In the fourth quarter of 2013, the Company made a decision to discontinue marketing the HydroFix® product line and fully impaired the asset. This resulted in an impairment charge of $368,102 which is included in the Company's Statement of Operations. | ||||||||||
(d) | On January 5, 2011, the Company acquired Surgical Biologics, LLC. As a result, the Company recorded intangible assets for Customer & Supplier Relationships of $3,761,000, Patents & Know-How of $7,690,000, Licenses of $13,000, Trade Names & Trademarks of $1,008,000 and In-Process Research & Development of $25,000. During 2013 an additional $108,910 of costs associated with patents granted during the year were capitalized and included in Patents & Know- How subject to amortization. | ||||||||||
(e) | Capitalized external legal and other registration costs in connection with internally developed tissue-based patents that are pending. Once issued, the costs associated with a given patent will be included in Patents & Know-How under intangible assets subject to amortization. | ||||||||||
Estimated future amortization expense for intangible assets | ' | ||||||||||
Expected future amortization of intangible assets as of December 31, 2013, is as follows: | |||||||||||
Estimated | |||||||||||
Amortization | |||||||||||
Year ending December 31, | Expense | ||||||||||
2014 | $ | 923,935 | |||||||||
2015 | 923,935 | ||||||||||
2016 | 923,935 | ||||||||||
2017 | 834,302 | ||||||||||
2018 | 824,335 | ||||||||||
Thereafter | 5,740,131 | ||||||||||
$ | 10,170,573 | ||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt | ' | |||||||
The following table summarizes our long-term debt: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
$5,000,000 Convertible Senior Secured Promissory Notes including interest at 5% per annum payable quarterly through December 31, 2013, and an additional one time 5% interest charge payable on January 15, 2013, if not repaid by December 31, 2012, collateralized by a first priority lien shared equally with holder of the Convertible Line of Credit with Related Party in all of the patents and intellectual property owned by the Company subordinated to the Convertible Debt related to acquisition for Surgical Biologics intellectual property until repaid. (a) | $ | — | $ | 5,313,645 | ||||
Total debt | — | 5,313,645 | ||||||
Less unamortized debt discount | — | (1,301,203 | ) | |||||
Less current portion | — | — | ||||||
Long-term portion | $ | — | $ | 4,012,442 | ||||
(a) | Investors received First Contingent Warrants (25% of amount invested) and Second Contingent Warrants (25% of amount invested) at an exercise price of $.01 per share. On December 31, 2011, a total of 1,250,000 First Contingent Warrants were vested. In July 2012, a total of 1,250,000 Second Contingent Warrants were voided due to the Company's share price trading at or above $1.75 for ten consecutive trading days. The additional interest resulting from the beneficial conversion feature, inclusive of the First Contingent Warrants, totaled $2,278,052, which was recorded as a debt discount and was amortized to interest expense using the effective interest rate over the life of the note. |
Net_Income_loss_Per_Share_Tabl
Net Income (loss) Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Computation of Basic and Diluted Net Loss per Share | ' | |||||||||||
The following table sets forth the computation of basic and diluted net loss per share: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net income (loss) | $ | (4,111,853 | ) | $ | (7,662,376 | ) | $ | (10,193,986 | ) | |||
Denominator for basic earnings per share - weighted average shares | 96,285,504 | 81,646,295 | 72,450,337 | |||||||||
Effect of dilutive securities: Stock options and warrants outstanding and convertible debt (a) | — | — | — | |||||||||
Denominator for diluted earnings per share - weighted average shares adjusted for dilutive securities | 96,285,504 | 81,646,295 | 72,450,337 | |||||||||
Income (loss) per common share - basic and diluted | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.14 | ) | |||
(a) | Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: | |||||||||||
Summary of Antidilutive Securities | ' | |||||||||||
Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Outstanding Stock Options | 15,375,960 | 13,614,135 | 10,333,583 | |||||||||
Outstanding Warrants | 1,284,816 | 3,129,168 | 9,388,817 | |||||||||
Convertible Debt, promissory notes | — | 5,313,645 | 5,007,732 | |||||||||
Convertible Line of Credit with Related Party | — | — | 1,342,726 | |||||||||
Convertible Debt, Acquisition | — | — | 1,299,315 | |||||||||
16,660,776 | 22,056,948 | 27,372,173 | ||||||||||
Equity_Tables
Equity (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock options activity | ' | |||||||||||||||
Activity with respect to the stock options is summarized as follows: | ||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||||
Shares | Average | Average | Intrinsic | |||||||||||||
Exercise | Remaining | Value | ||||||||||||||
Price | Contractual | |||||||||||||||
Term | ||||||||||||||||
(in years) | ||||||||||||||||
Outstanding at January 1, 2013 | 13,614,135 | $ | 1.42 | |||||||||||||
Granted | 4,021,000 | $ | 5.31 | |||||||||||||
Exercised | (1,958,674 | ) | $ | 1.01 | ||||||||||||
Unvested options forfeited | (265,002 | ) | $ | 3.47 | ||||||||||||
Vested options expired | (35,499 | ) | $ | 1.11 | ||||||||||||
Outstanding at December 31, 2013 | 15,375,960 | $ | 2.46 | 7.7 | $ | 96,614,260 | ||||||||||
Vested at December 31, 2013 | 6,807,732 | $ | 1.33 | 6.5 | $ | 50,441,475 | ||||||||||
Vested or expected to vest at December 31, 2013 (a) | 15,081,653 | $ | 2.42 | 7.7 | $ | 95,324,825 | ||||||||||
(a) | Includes forfeiture adjusted unvested shares. | |||||||||||||||
Summary of stock options outstanding and exercisable | ' | |||||||||||||||
Following is a summary of stock options outstanding and exercisable at December 31, | ||||||||||||||||
2013 | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Range of Exercise Prices | Number outstanding | Weighted- | Weighted- | Number Exercisable | Weighted- | |||||||||||
Average | Average | Average | ||||||||||||||
Remaining | Exercise | Exercise Price | ||||||||||||||
Contractual | Price | |||||||||||||||
Term | ||||||||||||||||
(in years) | ||||||||||||||||
$0.50 - $0.76 | 1,225,935 | 4 | $ | 0.65 | 1,225,935 | $ | 0.65 | |||||||||
$0.87 - $1.35 | 6,570,341 | 7.6 | 1.2 | 3,604,469 | 1.18 | |||||||||||
$1.40 - $2.29 | 1,571,700 | 6.1 | 1.66 | 1,321,698 | 1.66 | |||||||||||
$2.33 - $3.75 | 2,091,984 | 8.7 | 2.77 | 655,630 | 2.77 | |||||||||||
$3.95 - $6.02 | 3,435,500 | 9.3 | 5.13 | — | — | |||||||||||
$6.04 - $7.93 | 480,500 | 8.9 | 6.61 | — | — | |||||||||||
15,375,960 | 7.7 | $ | 2.46 | 6,807,732 | $ | 1.33 | ||||||||||
Unvested Stock Options Roll Forward | ' | |||||||||||||||
A summary of the status of the Company’s unvested stock options as of December 31 is presented below: | ||||||||||||||||
2013 | ||||||||||||||||
Unvested Stock Options | Number of | Weighted- | ||||||||||||||
Shares | Average | |||||||||||||||
Grant Date Fair Value | ||||||||||||||||
Unvested at January 1, 2013 | 8,377,538 | $ | 0.96 | |||||||||||||
Granted | 4,021,000 | $ | 3.08 | |||||||||||||
Cancelled/expired | (265,002 | ) | $ | 2.14 | ||||||||||||
Vested | (3,565,308 | ) | $ | 0.94 | ||||||||||||
Unvested at December 31, 2013 | 8,568,228 | $ | 1.94 | |||||||||||||
Fair value of options valuation assumptions | ' | |||||||||||||||
The assumptions used in calculating the fair value of options using the Black-Scholes-Merton option-pricing model are set forth in the following table: | ||||||||||||||||
Year ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Expected volatility | 61.41 - 64.77% | 45.7 - 64.3% | 57.3-58.1% | |||||||||||||
Expected life (in years) | 6 | 6 | 6 | |||||||||||||
Expected dividend yield | — | — | — | |||||||||||||
Risk-free interest rate | 0.85 - 1.88% | 0.62 - 1.77% | 0.86 - 2.24% | |||||||||||||
Restricted Stock Awards Roll Forward | ' | |||||||||||||||
Following is summary information for restricted stock awards for the years ended 2013 and 2012. There were no restricted stock awards in 2011 and prior years. Shares vest over a one to three year period. As of December 31, 2013, there was approximately $2,471,000 of total unrecognized stock-based compensation related to time-based, nonvested restricted stock. That expense is expected to be recognized on a straight-line basis over a weighted-average period of 2.5 years. | ||||||||||||||||
Number of | Weighted-Average Grant Date | |||||||||||||||
Shares | Fair Value | |||||||||||||||
Unvested at December 31, 2011 | — | — | ||||||||||||||
Granted | 7,500 | $3.49 | ||||||||||||||
Vested | — | — | ||||||||||||||
Unvested at December 31, 2012 | 7,500 | $3.49 | ||||||||||||||
Granted | 576,550 | $5.55 | ||||||||||||||
Vested | (2,500 | ) | $3.49 | |||||||||||||
Forfeited | (5,000 | ) | $6.60 | |||||||||||||
Unvested at December 31, 2013 | 576,550 | $5.53 | ||||||||||||||
Allocation of Share-based Compensation | ' | |||||||||||||||
For the years ended December 31, 2013, 2012, and 2011 the Company recognized stock-based compensation as follows: | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Cost of sales | $ | 279,215 | $ | 97,970 | $ | 98,366 | ||||||||||
Research and development | 417,436 | 289,341 | 254,997 | |||||||||||||
Selling, general and administrative | 5,312,525 | 2,151,410 | 1,305,720 | |||||||||||||
$ | 6,009,176 | $ | 2,538,721 | $ | 1,659,083 | |||||||||||
Summary of warrants outstanding | ' | |||||||||||||||
Common Stock warrants activity and resulting balances for the years ended December 31, 2013, 2012, and 2011 are as follows: | ||||||||||||||||
Number of | Weighted- | Number of | Weighted- | |||||||||||||
Warrants | Average | Contingent Warrants | Average | |||||||||||||
Exercise | Exercise | |||||||||||||||
Price per | Price per | |||||||||||||||
Warrant | Contingent | |||||||||||||||
Warrant | ||||||||||||||||
Warrants outstanding at January 1, 2011 | 6,003,924 | $ | 1.21 | 1,252,990 | $ | 0.01 | ||||||||||
Issued in connection with private placement of common stock | 1,889,161 | 1.5 | 1,889,162 | 0.01 | ||||||||||||
Issued in connection with convertible promissory notes | 203,332 | 1.5 | 203,332 | 0.01 | ||||||||||||
Issued in connection with line of credit with related party | — | — | 650,000 | 0.01 | ||||||||||||
Issued in connection with Senior Secured Promissory Notes | 1,250,000 | 0.01 | 1,250,000 | 0.01 | ||||||||||||
Placement agent | 42,400 | 1.09 | — | — | ||||||||||||
Warrants outstanding at December 31, 2011 | 9,388,817 | $ | 1 | 5,245,484 | $ | 0.01 | ||||||||||
Warrants outstanding at January 1, 2012 | 9,388,817 | $ | 1 | 5,245,484 | $ | 0.01 | ||||||||||
Warrants issued: | ||||||||||||||||
Vested contingent warrants related to private placement of common stock | 1,672,743 | 0.01 | (1,672,743 | ) | 0.01 | |||||||||||
Vested contingent warrants related to line of credit with related party | 325,000 | 0.01 | (325,000 | ) | 0.01 | |||||||||||
Contingent warrants voided | — | — | (3,247,741 | ) | 0.01 | |||||||||||
Warrants exercised: | ||||||||||||||||
Contingent warrants related to convertible note | (1,249,750 | ) | 0.01 | — | — | |||||||||||
Contingent warrants related to private placement of common stock | (1,608,802 | ) | 0.01 | — | — | |||||||||||
Contingent warrants related to line of credit with related party | (325,000 | ) | 0.01 | — | — | |||||||||||
Callable warrants | (3,288,733 | ) | 1.5 | — | — | |||||||||||
Other | (1,703,568 | ) | 0.63 | — | — | |||||||||||
Warrants expired | (10,000 | ) | 1 | — | — | |||||||||||
Warrants redeemed for cashless exercises | (14,789 | ) | 0.53 | — | — | |||||||||||
Repurchased callable warrants | (56,750 | ) | 1.5 | — | — | |||||||||||
Warrants outstanding at December 31, 2012 | 3,129,168 | $ | 1.04 | — | $ | — | ||||||||||
Warrants outstanding at January 1, 2013 | 3,129,168 | 1.04 | — | — | ||||||||||||
Warrants exercised: | ||||||||||||||||
Other | (1,844,352 | ) | 1.14 | — | — | |||||||||||
Warrants outstanding at December 31, 2013 | 1,284,816 | $ | 0.9 | — | $ | — | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Deferred tax assets and liabilities | ' | |||||||
Significant components of the Company’s deferred tax assets and liabilities are as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets and liabilities: | ||||||||
Accrued liabilities | $ | 1,404,000 | $ | (125,000 | ) | |||
Beneficial conversion feature on convertible financial instruments | — | (449,000 | ) | |||||
Intangible assets | 1,021,000 | 1,117,000 | ||||||
Property and equipment | (507,000 | ) | 89,000 | |||||
R&D Credit Carryforward | 1,369,000 | 1,407,356 | ||||||
Stock Compensation | 2,151,000 | 213,000 | ||||||
Adjust accrued earn-out liability | — | 567,947 | ||||||
Charitable Contributions | 1,000 | 3,000 | ||||||
Patent fees | 142,000 | 6,000 | ||||||
Net operating loss | 14,663,000 | 15,539,000 | ||||||
Net deferred tax assets | $ | 20,244,000 | $ | 18,368,303 | ||||
Valuation allowance | (20,244,000 | ) | (18,368,303 | ) | ||||
$ | — | $ | — | |||||
Reconciliation of the Federal statutory income tax | ' | |||||||
The reconciliation of the Federal statutory income tax rate of 34% to the effective rate is as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Federal statutory rate | 34 | % | 34 | % | ||||
State taxes, net of federal benefit | (2.48 | )% | 3.4 | % | ||||
Permanent items & other | 12.73 | % | 0.65 | % | ||||
Valuation allowance | (46.73 | )% | (38.05 | )% | ||||
(2.48 | )% | — | % |
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||||||
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities | ' | |||||||||||
Selected cash payments, receipts, and noncash activities are as follows: | ||||||||||||
Twelve Months Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Cash paid for interest | $ | 36,202 | $ | 13,322 | $ | 15,456 | ||||||
Income taxes paid | 61,129 | — | — | |||||||||
Purchases of equipment financed through capital leases | 355,144 | 84,650 | — | |||||||||
Stock issuance of 167,086 shares in lieu of Directors' fees | — | 184,653 | — | |||||||||
Deferred financing costs | 27,236 | 20,449 | — | |||||||||
Convertible Secured Promissory Notes issued in conjunction with the acquisition of Surgical Biologics | — | — | 1,250,000 | |||||||||
Warrants issued for placement fees associated with Senior Secured Promissory Notes | — | — | 14,885 | |||||||||
Beneficial conversion related to Note Payable with related party | — | — | 80,000 | |||||||||
Beneficial conversion related to convertible debt issued with regard to acquisition of Surgical Biologics | — | — | 437,500 | |||||||||
Beneficial conversion related to Line of Credit with related party | — | 514,456 | — | |||||||||
Stock issuance of 5,250,000 shares in conjunction with acquisition of Surgical Biologics | — | — | 7,087,500 | |||||||||
Stock issuance in connection of Earn-Out Liability of 1,174, 915 shares for 2013 and 2,632,576 shares for 2012 | 5,792,330 | 3,185,223 | — | |||||||||
Stock issuance in exchange for convertible debt of 5,272,004 shares in 2013 and 406,664 shares in 2011 | 5,272,004 | — | 406,663 | |||||||||
Stock issuance of 1,403,630 shares for payment of Line of Credit with related party | — | 1,403,630 | — | |||||||||
Stock issuance of 216,085 shares for exercise of cashless warrants | — | 216 | — | |||||||||
Stock issuance of 893,267 shares in payment of Convertible | ||||||||||||
Secured Promissory Notes related to acquisition of Surgical Biologics | — | 893,267 | 2,278,052 | |||||||||
Tenant improvement incentive | 996,866 | — | — | |||||||||
Legal fees paid for public offering | 101,694 | — | — | |||||||||
Legal fees related to public offering included in accounts payable | 30,100 | — | — | |||||||||
Legal fees related to public offering included in accrued expenses | 62,396 | — | — | |||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||
Related party expense | ' | |||||||||||
The Company has related party expense as described in the following table: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Office space lease (a) | $ | 70,141 | $ | 48,182 | $ | 41,000 | ||||||
Aircraft use (b) | — | — | 1,100 | |||||||||
Hybrid debt instrument (c) | — | — | 3,232 | |||||||||
Line of credit (d) | — | 103,630 | 42,726 | |||||||||
Convertible senior secured promissory notes (e) | — | 50,000 | 4,507 | |||||||||
$ | 70,141 | $ | 201,812 | $ | 92,565 | |||||||
(a) | payments related to the lease of office space from an entity owned by the Chairman of the Board and CEO for $70,141 for 2013 $48,182 for 2012 and $41,000 for 2011, respectively | |||||||||||
(b) | payments related to aircraft use from an entity owned by a former member of the Board of Directors | |||||||||||
(c) | interest of $3,232 related to convertible promissory notes issued in October 2010 to the Chairman of the Board and CEO and two other members of the Board of Directors | |||||||||||
(d) | interest of $103,630 for 2012 and $42,726 for 2011, respectively related to a revolving secured line of credit extended by the Chairman of the Board and CEO dated March 31, 2011 | |||||||||||
(e) | interest of $50,000 for 2012 and $4,507 for 2011, respectively related to the convertible senior secured promissory notes issued to the Chairman of the Board and CEO during the fourth quarter of 2011 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Estimated annual lease, royalty, and employment agreement expenses | ' | |||
The estimated annual lease payments are as follows: | ||||
Year ended December 31, | ||||
2014 | $ | 869,841 | ||
2015 | 1,300,289 | |||
2016 | 1,339,418 | |||
2017 | 1,379,877 | |||
2018 | 1,421,135 | |||
Thereafter | 119,581 | |||
$ | 6,430,141 | |||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||
NET SALES | 2013 | $ | 11,556,493 | $ | 13,514,743 | $ | 16,115,708 | $ | 17,993,790 | ||||||||||
2012 | 3,705,808 | 4,884,256 | 7,954,046 | 10,509,663 | |||||||||||||||
2011 | 1,043,487 | 1,929,399 | 2,152,094 | 2,635,466 | |||||||||||||||
GROSS MARGIN | 2013 | $ | 9,651,473 | $ | 11,316,261 | $ | 14,002,270 | $ | 14,882,616 | ||||||||||
2012 | 2,746,953 | 3,769,330 | 6,528,710 | 8,820,402 | |||||||||||||||
2011 | 333,370 | 1,084,458 | 1,265,584 | 1,719,125 | |||||||||||||||
NET INCOME (LOSS) | 2013 | $ | (1,620,408 | ) | $ | (757,389 | ) | $ | (307,118 | ) | $ | (1,426,938 | ) | ||||||
2012 | (1,093,652 | ) | (744,069 | ) | (4,219,372 | ) | (1,605,283 | ) | |||||||||||
2011 | (3,347,562 | ) | (2,503,505 | ) | (1,765,723 | ) | (2,577,196 | ) | |||||||||||
NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED | 2013 | $ | (0.02 | ) | $ | (0.01 | ) | $ | — | $ | (0.01 | ) | |||||||
2012 | (0.01 | ) | (0.01 | ) | (0.05 | ) | (0.01 | ) | |||||||||||
2011 | (0.05 | ) | (0.03 | ) | (0.02 | ) | (0.04 | ) |
Nature_of_Business_Details
Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Business_Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of business segments | 1 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2010 | |
distributor | distributor | ||||
Market Concentrations and Credit Risk [Line Items] | ' | ' | ' | ' | ' |
FDIC insured amount | ' | ' | ' | ' | $250,000 |
Cash and cash equivalents uninsured amount | 43,600,000 | 43,600,000 | ' | ' | ' |
Number of major customers | 2 | 2 | ' | ' | ' |
Impairment of Intangible Assets with Finite Lives [Abstract] | ' | ' | ' | ' | ' |
Impairment of intangible assets | 368,000 | ' | 1,800,000 | ' | ' |
Impairment of Long-lived Assets [Abstract] | ' | ' | ' | ' | ' |
Impairment loss | ' | 30,000 | ' | ' | ' |
Grant Income [Abstract] | ' | ' | ' | ' | ' |
Proceeds from grant | ' | 0 | 0 | 250,000 | ' |
Patents | ' | ' | ' | ' | ' |
Impairment of Long-lived Assets [Abstract] | ' | ' | ' | ' | ' |
Intangible assets, net of accumulated amortization | ' | $690,000 | $0 | $0 | ' |
Minimum | ' | ' | ' | ' | ' |
Property and Equipment [Abstract] | ' | ' | ' | ' | ' |
Property and equipment estimated useful life | ' | '5 years | ' | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Property and Equipment [Abstract] | ' | ' | ' | ' | ' |
Property and equipment estimated useful life | ' | '7 years | ' | ' | ' |
Revenue | AvKare | ' | ' | ' | ' | ' |
Market Concentrations and Credit Risk [Line Items] | ' | ' | ' | ' | ' |
Concentration of risk (in hundredths) | ' | 56.00% | 40.00% | 0.00% | ' |
Revenue | CPM | ' | ' | ' | ' | ' |
Market Concentrations and Credit Risk [Line Items] | ' | ' | ' | ' | ' |
Concentration of risk (in hundredths) | ' | 10.00% | 21.00% | 19.00% | ' |
Accounts Receivable | AvKare | ' | ' | ' | ' | ' |
Market Concentrations and Credit Risk [Line Items] | ' | ' | ' | ' | ' |
Concentration of risk (in hundredths) | ' | 55.00% | 53.00% | 0.00% | ' |
Accounts Receivable | CPM | ' | ' | ' | ' | ' |
Market Concentrations and Credit Risk [Line Items] | ' | ' | ' | ' | ' |
Concentration of risk (in hundredths) | ' | 12.00% | 25.00% | 33.00% | ' |
Liquidity_and_Managements_Plan1
Liquidity and Management's Plans (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Liquidity and management's plans [Abstract] | ' | ' | ' | ' |
Cash and cash equivalents | $44,077,751 | $6,754,485 | $4,112,326 | $1,340,922 |
Total current assets | 65,388,771 | 18,088,791 | ' | ' |
Total current liabilities | $9,607,867 | $5,017,201 | ' | ' |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $202,414 | $233,747 |
Work in process | 2,951,704 | 1,598,537 |
Finished goods | 1,048,886 | 1,349,121 |
Inventory, gross | 4,203,004 | 3,181,405 |
Reserve for obsolescence | -322,228 | -158,621 |
Inventory, net | $3,880,776 | $3,022,784 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property and equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $6,387,976 | $3,351,465 | ' |
Less accumulated depreciation | -2,301,870 | -2,279,840 | ' |
Property and equipment, net | 4,086,106 | 1,071,625 | ' |
Depreciation expense | 637,246 | 465,367 | 446,502 |
Leasehold improvements | ' | ' | ' |
Property and equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 2,319,928 | 1,022,230 | ' |
Lab and clean room equipment | ' | ' | ' |
Property and equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 2,025,263 | 1,887,645 | ' |
Furniture and equipment | ' | ' | ' |
Property and equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 1,240,466 | 431,563 | ' |
Construction in Progress | ' | ' | ' |
Property and equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 802,319 | 10,027 | ' |
Capital Leases | ' | ' | ' |
Property and equipment [Line Items] | ' | ' | ' |
Property and equipment, net | 440,000 | ' | ' |
Leasehold improvements paid for by landlord | ' | ' | ' |
Property and equipment [Line Items] | ' | ' | ' |
Property and equipment, net | $1,000,000 | ' | ' |
Intangible_Assets_and_Royalty_2
Intangible Assets and Royalty Agreement (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 29, 2007 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 05, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 05, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 05, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 05, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 05, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||||||||
Licenses | Licenses | Licenses | Licenses | Licenses | Licenses | Licenses | Licenses | Licenses | Licenses | Patents & Know How | Patents & Know How | Patents & Know How | Patents & Know How | Customer & Supplier Relationships | Customer & Supplier Relationships | Customer & Supplier Relationships | Tradenames & Trademarks | Tradenames & Trademarks | Tradenames & Trademarks | In Process Research & Development | In Process Research & Development | In Process Research & Development | Patents in Process | Patents in Process | |||||||||||||||||||||
Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. | Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. | SaluMedica, LLC | SaluMedica, LLC | HydroFix | HydroFix | HydroFix | Surgical Biologics, LLC | Surgical Biologics, LLC | Surgical Biologics, LLC | Surgical Biologics, LLC | Surgical Biologics, LLC | Surgical Biologics, LLC | |||||||||||||||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Weighted Average Amortization Lives | ' | ' | ' | ' | '10 years | [1],[2],[3],[4] | ' | ' | ' | ' | ' | ' | ' | ' | ' | '14 years | [1] | ' | ' | ' | '14 years | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||
Gross Carrying Value | ' | ' | ' | ' | $6,075,000 | [1],[2],[3],[4] | $6,075,000 | [1],[2],[3],[4] | ' | ' | ' | ' | ' | ' | ' | $13,000 | [1],[2],[3],[4] | $7,798,910 | [1] | $7,690,000 | [1] | ' | $7,690,000 | [1] | $3,761,000 | [1] | $3,761,000 | [1] | $3,761,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Weighted Average Amortization Lives, Indefinite Lived | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'indefinite | [1] | ' | ' | 'indefinite | [1] | ' | ' | 'indefinite | [5] | ' | |||||||||||||
Gross Carrying Value, Indefinite Lived | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,008,000 | [1] | 1,008,000 | [1] | 1,008,000 | 25,000 | [1] | 25,000 | [1] | 25,000 | 579,987 | [5] | 0 | [5] | ||||||||||
Intangible Assets, Gross Carrying Value | 19,247,897 | 19,247,897 | 18,559,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Less Accumulated amortization and impairment charges | -8,069,324 | -8,069,324 | -6,647,251 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Intangible Assets, Net | 11,178,573 | 11,178,573 | 11,911,749 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Acquisition price | ' | ' | ' | ' | ' | ' | 996,000 | ' | 2,399,000 | ' | 2,667,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Maximum time of approval | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Contingent payments to licensor | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Contingent royalty to be paid to licensor (in hundredths) | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Annual royalty payment | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Net book value | 10,170,573 | 10,170,573 | ' | ' | ' | ' | ' | 309,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Impairment charge | 368,000 | ' | 1,800,000 | ' | ' | ' | ' | ' | ' | 851,676 | ' | 368,102 | 946,819 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Finite-Lived Intangible Assets, Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 108,910 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||
Amortization of intangible assets | ' | 1,053,971 | 1,380,241 | 1,335,908 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Estimated future amortization expense [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
2014 | 923,935 | 923,935 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
2015 | 923,935 | 923,935 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
2016 | 923,935 | 923,935 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
2017 | 834,302 | 834,302 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
2018 | 824,335 | 824,335 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Thereafter | 5,740,131 | 5,740,131 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Net book value | $10,170,573 | $10,170,573 | ' | ' | ' | ' | ' | $309,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
[1] | On January 5, 2011, the Company acquired Surgical Biologics, LLC. As a result, the Company recorded intangible assets for Customer & Supplier Relationships of $3,761,000, Patents & Know-How of $7,690,000, Licenses of $13,000, Trade Names & Trademarks of $1,008,000 and In-Process Research & Development of $25,000. During 2013 an additional $108,910 of costs associated with patents granted during the year were capitalized and included in Patents & Know- How subject to amortization. | ||||||||||||||||||||||||||||||||||||||||||||
[2] | On September 1, 2005, we acquired a license from SaluMedica, LLC (SaluMedica) in the original amount of $2,399,000 for the use of certain developed technologies related to spine repair. This license was acquired through the acquisition of SpineMedica Corp. In 2012, we booked an impairment charge related to this asset of $851,676. In the fourth quarter of 2013, the Company made a decision to discontinue marketing the HydroFixB. product line and fully impaired the asset. There was no charge to Operations as the asset was fully amortized. | ||||||||||||||||||||||||||||||||||||||||||||
[3] | On March 31, 2008, the Company entered into a license agreement for the use of certain developed technologies related to surgical sheets made of polyvinyl alcohol cryogel in the original amount of $2,667,000. In 2012, we booked an impairment charge related to this asset of $946,819. In the fourth quarter of 2013, the Company made a decision to discontinue marketing the HydroFixB. product line and fully impaired the asset. This resulted in an impairment charge of $368,102 which is included in the Company's Statement of Operations. | ||||||||||||||||||||||||||||||||||||||||||||
[4] | On January 29, 2007, the Company acquired a license from Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. in the amount of $996,000. Within 30 days after the receipt by the Company of approval by the FDA allowing the sale of the first licensed product, the Company is required to pay an additional $200,000 to the licensor. Due to its contingent nature, this amount is not recorded as a liability. The Company will also be required to pay a royalty of 3% on all commercial sales revenue from the licensed products. The Company is also obligated to pay a $50,000 minimum annual royalty payment over the life of the license. As of December 31, 2013, this license had a remaining net book value of approximately $309,000. | ||||||||||||||||||||||||||||||||||||||||||||
[5] | Capitalized external legal and other registration costs in connection with internally developed tissue-based patents that are pending. Once issued, the costs associated with a given patent will be included in Patents & Know-How under intangible assets subject to amortization. |
LongTerm_Debt_Schedule_of_Debt
Long-Term Debt (Schedule of Debt Instruments) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | $0 | $5,313,645 | ||
Less unamortized debt discount | 0 | -1,301,203 | ||
Less current portion | 0 | 0 | ||
Long-term portion | 0 | 4,012,442 | ||
5% Convertible Senior Secured Promissory Note | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | $0 | [1] | $5,313,645 | [1] |
[1] | (a)Investors received First Contingent Warrants (25% of amount invested) and Second Contingent Warrants (25% of amount invested) at an exercise price of $.01 per share. On December 31, 2011, a total of 1,250,000 First Contingent Warrants were vested. In July 2012, a total of 1,250,000 Second Contingent Warrants were voided due to the Company's share price trading at or above $1.75 for ten consecutive trading days. The additional interest resulting from the beneficial conversion feature, inclusive of the First Contingent Warrants, totaled $2,278,052, which was recorded as a debt discount and was amortized to interest expense using the effective interest rate over the life of the note. |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Feb. 28, 2013 | Dec. 31, 2013 | 17-May-13 | 17-May-13 | 17-May-13 | |
5% Convertible Senior Secured Promissory Note | 5% Convertible Senior Secured Promissory Note | 5% Convertible Senior Secured Promissory Note | 5% Convertible Senior Secured Promissory Note | 5% Convertible Senior Secured Promissory Note | 5% Convertible Senior Secured Promissory Note | 5% Convertible Senior Secured Promissory Note | 5% Convertible Senior Secured Promissory Note | Loan Agreement | Loan Agreement | Loan Agreement | Loan Agreement | Loan Agreement | ||
First Contingent Warrants | First Contingent Warrants | Second Contingent Warrants | Second Contingent Warrants | Chairman and CEO | LIBOR | Revolving Credit Facility | Letter of Credit | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of equity securities to be sold for conversion of notes (in hundredths) | ' | ' | ' | ' | 25.00% | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' |
Warrant exercise price (in dollars per share) | ' | $1.09 | ' | ' | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' |
Warrants vested (in shares) | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants voided (in shares) | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' | ' | ' | ' |
Closing trading price of Company stock (in dollars per share) | ' | ' | ' | ' | ' | ' | $1.75 | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive trading days | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' |
Additional interest resulting from beneficial conversion feature | ' | ' | ' | ' | $2,278,052 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual interest rate (in hundredths) | ' | 5.00% | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' |
Proceeds from issuance of debt | ' | ' | 5,000,000 | 5,000,000 | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' |
Principal of notes convertible (in shares) | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued but unpaid interest (in dollars per share) | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Placement fee | ' | 32,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Placement fee, warrants issued (in shares) | ' | 42,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, term | '5 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of placement fee warrants | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct costs of sale of notes | ' | 47,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total amount of debt plus accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,272,000 | ' | ' | ' | ' |
Convertible secured promissory note to common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,272,000 | 532,260 | ' | ' | ' |
Amortization of debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,328,000 | ' | ' | ' |
Maturity date | ' | ' | 31-Dec-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | $1,000,000 |
Net_Income_loss_Per_Share_Deta
Net Income (loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Computation of basic and diluted net loss per share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ($1,426,938) | ($307,118) | ($757,389) | ($1,620,408) | ($1,605,283) | ($4,219,372) | ($744,069) | ($1,093,652) | ($2,577,196) | ($1,765,723) | ($2,503,505) | ($3,347,562) | ($4,111,853) | ($7,662,376) | ($10,193,986) |
Denominator for basic earnings per share - weighted average shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 96,285,504 | 81,646,295 | 72,450,337 |
Effect of dilutive securities: Stock options and warrants outstanding and convertible debt (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Denominator for diluted earnings per share - weighted average shares adjusted for dilutive securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 96,285,504 | 81,646,295 | 72,450,337 |
Income (loss) per common share - basic and diluted (in dollars per share) | ($0.01) | $0 | ($0.01) | ($0.02) | ($0.01) | ($0.05) | ($0.01) | ($0.01) | ($0.04) | ($0.02) | ($0.03) | ($0.05) | ($0.04) | ($0.09) | ($0.14) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,660,776 | 22,056,948 | 27,372,173 |
Outstanding Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,375,960 | 13,614,135 | 10,333,583 |
Outstanding Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,284,816 | 3,129,168 | 9,388,817 |
Convertible Debt, promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 5,313,645 | 5,007,732 |
Convertible Line of Credit with Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 1,342,726 |
Convertible Debt, Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 1,299,315 |
Common_Stock_Placements_Detail
Common Stock Placements (Details) (Common Stock, USD $) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | |
Sale of stocks and warrants [Line Items] | ' | ' | ' |
Shares issued (in shares) | 5,750,000 | 5,750,000 | 3,778,321 |
Share issue price (in dollars per share) | $6.80 | $6.80 | ' |
Proceeds from shares issued | $36,704,000 | ' | ' |
Legal fees paid for secondary offering | $194,000 | ' | ' |
Executive Officers and Directors | ' | ' | ' |
Sale of stocks and warrants [Line Items] | ' | ' | ' |
Restricted Period | '90 days | ' | ' |
Chairman and Chief Executive Officer | ' | ' | ' |
Sale of stocks and warrants [Line Items] | ' | ' | ' |
Shares issued (in shares) | 150,000 | ' | ' |
Equity_Narrative_Details
Equity (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
plan | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Number of share-based compensation plans | 3 | ' | ' |
Outstanding assumed options (in shares) | 375,000 | ' | ' |
Additional shares authorized by Board of Directors (in shares) | 6,000,000 | ' | ' |
Shares authorized (in shares) | 22,500,000 | ' | ' |
Intrinsic value of options exercised | $8,864,115 | $718,978 | $258,000 |
Intrinsic value of options vested | 3,351,000 | 1,851,000 | 1,194,000 |
Total unrecognized compensation expense | $12,052,935 | ' | ' |
Weighted-average grant date fair value for options granted during the period (in dollars per share) | $3.08 | $1.07 | $0.63 |
Equity_Activity_of_Stock_Optio
Equity (Activity of Stock Options) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | ||
Number of Shares | ' | |
Outstanding, beginning of period (in shares) | 13,614,135 | |
Granted (in shares) | 4,021,000 | |
Exercised (in shares) | -1,958,674 | |
Unvested options forfeited (in shares) | -265,002 | |
Vested options expired (in shares) | -35,499 | |
Outstanding, end of period (in shares) | 15,375,960 | |
Vested at end of period (in shares) | 6,807,732 | |
Exercisable options, vested and expected to vest (in shares) | 15,081,653 | [1] |
Weighted- Average Exercise Price | ' | |
Outstanding, weighted average exercise price, beginning of period (in dollars per share) | $1.42 | |
Granted, weighted average exercise price (in dollars per share) | $5.31 | |
Exercised, weighted average exercise price (in dollars per share) | $1.01 | |
Unvested options forfeited weighted-average exercise price (in dollars per share) | $3.47 | |
Vested options expired weighted-average exercise price (in dollars per share) | $1.11 | |
Outstanding, weighted average exercise price, end of period (in dollars per share) | $2.46 | |
Vested at end of period weighted average exercise price (in dollars per share) | $1.33 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $2.42 | [1] |
Stock options, additional disclosures | ' | |
Outstanding Options, weighted average remaining contractual term | '7 years 8 months 12 days | |
Vested at end of period weighted average remaining contractual term | '6 years 6 months | |
Vested and expected to vest, weighted average remaining contractual term | '7 years 8 months 12 days | [1] |
Outstanding intrinsic value | $96,614,260 | |
Vested at end of period aggregate intrinsic value | 50,441,475 | |
Vested and expected to vest, aggregate intrinsic value | $95,324,825 | [1] |
[1] | Includes forfeiture adjusted unvested shares. |
Equity_Exercise_Price_Ranges_D
Equity (Exercise Price Ranges) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Number of outstanding options (in shares) | 15,375,960 |
Outstanding Options, weighted average remaining contractual term | '7 years 8 months 12 days |
Outstanding Options, weighted average exercise price (in dollars per share) | $2.46 |
Number of exercisable options (in shares) | 6,807,732 |
Exercisable Options, weighted average exercise price (in dollars per share) | $1.33 |
$0.50 - $0.76 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Range, lower range limit (in dollars per share) | $0.50 |
Exercise Price Range, upper range limit (in dollars per share) | $0.76 |
Number of outstanding options (in shares) | 1,225,935 |
Outstanding Options, weighted average remaining contractual term | '4 years |
Outstanding Options, weighted average exercise price (in dollars per share) | $0.65 |
Number of exercisable options (in shares) | 1,225,935 |
Exercisable Options, weighted average exercise price (in dollars per share) | $0.65 |
$0.87 - $1.35 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Range, lower range limit (in dollars per share) | $0.87 |
Exercise Price Range, upper range limit (in dollars per share) | $1.35 |
Number of outstanding options (in shares) | 6,570,341 |
Outstanding Options, weighted average remaining contractual term | '7 years 7 months 6 days |
Outstanding Options, weighted average exercise price (in dollars per share) | $1.20 |
Number of exercisable options (in shares) | 3,604,469 |
Exercisable Options, weighted average exercise price (in dollars per share) | $1.18 |
$1.40 - $2.29 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Range, lower range limit (in dollars per share) | $1.40 |
Exercise Price Range, upper range limit (in dollars per share) | $2.29 |
Number of outstanding options (in shares) | 1,571,700 |
Outstanding Options, weighted average remaining contractual term | '6 years 1 month 6 days |
Outstanding Options, weighted average exercise price (in dollars per share) | $1.66 |
Number of exercisable options (in shares) | 1,321,698 |
Exercisable Options, weighted average exercise price (in dollars per share) | $1.66 |
$2.33 - $3.75 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Range, lower range limit (in dollars per share) | $2.33 |
Exercise Price Range, upper range limit (in dollars per share) | $3.75 |
Number of outstanding options (in shares) | 2,091,984 |
Outstanding Options, weighted average remaining contractual term | '8 years 8 months 12 days |
Outstanding Options, weighted average exercise price (in dollars per share) | $2.77 |
Number of exercisable options (in shares) | 655,630 |
Exercisable Options, weighted average exercise price (in dollars per share) | $2.77 |
$3.95 - $6.02 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Range, lower range limit (in dollars per share) | $3.95 |
Exercise Price Range, upper range limit (in dollars per share) | $6.02 |
Number of outstanding options (in shares) | 3,435,500 |
Outstanding Options, weighted average remaining contractual term | '9 years 3 months 18 days |
Outstanding Options, weighted average exercise price (in dollars per share) | $5.13 |
Number of exercisable options (in shares) | 0 |
Exercisable Options, weighted average exercise price (in dollars per share) | $0 |
$6.04 - $7.93 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Range, lower range limit (in dollars per share) | $6.04 |
Exercise Price Range, upper range limit (in dollars per share) | $7.93 |
Number of outstanding options (in shares) | 480,500 |
Outstanding Options, weighted average remaining contractual term | '8 years 10 months 24 days |
Outstanding Options, weighted average exercise price (in dollars per share) | $6.61 |
Number of exercisable options (in shares) | 0 |
Exercisable Options, weighted average exercise price (in dollars per share) | $0 |
Equity_Summary_of_Unvested_Sto
Equity (Summary of Unvested Stock Options) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Number of Shares | ' |
Unvested at beginning of year (in shares) | 8,377,538 |
Granted (in shares) | 4,021,000 |
Called/expired (in shares) | -265,002 |
Vested (in shares) | -3,565,308 |
Unvested at end of year (in shares) | 8,568,228 |
Weighted- Average Grant Date Fair Value | ' |
Unvested at beginning of year (in dollars per share) | $0.96 |
Granted (in dollars per share) | $3.08 |
Cancelled/expired (in dollars per share) | $2.14 |
Vested (in dollars per share) | $0.94 |
Unvested at end of year (in dollars per share) | $1.94 |
Equity_Assumptions_Details
Equity (Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Fair value options valuation assumptions [Abstract] | ' | ' | ' |
Expected life | '6 years | '6 years | '6 years |
Expected dividend yield (in hundredths) | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum (in hundredths) | 0.85% | 0.62% | 0.86% |
Risk-free interest rate, maximum (in hundredths) | 1.88% | 1.77% | 2.24% |
Maximum | ' | ' | ' |
Fair value options valuation assumptions [Abstract] | ' | ' | ' |
Expected volatility (in hundredths) | 64.77% | 64.30% | 58.10% |
Minimum | ' | ' | ' |
Fair value options valuation assumptions [Abstract] | ' | ' | ' |
Expected volatility (in hundredths) | 61.41% | 45.70% | 57.30% |
Equity_Summary_of_Restricted_S
Equity (Summary of Restricted Stock Awards) (Details) (Restricted Stock, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total unrecognized stock-based compensation related to time-based, nonvested restricted stock | $2,471,000 | ' |
Expenses expected to be recognized over a weighted-average period | '2 years 6 months | ' |
Number of Shares | ' | ' |
Beginning Balance | 7,500 | 0 |
Granted | 576,550 | 7,500 |
Forfeited | -5,000 | ' |
Vested | -2,500 | 0 |
Ending Balance | 576,550 | 7,500 |
Weighted- Average Grant Date Fair Value | ' | ' |
Beginning Balance (in dollars per share) | $3.49 | $0 |
Granted (in dollars per share) | $5.55 | $3.49 |
Forfeited (in dollars per share) | $6.60 | ' |
Vested (in dollars per share) | $3.49 | $0 |
Ending Balance (in dollars per share) | $5.53 | $3.49 |
Minimum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Vesting period | '1 year | ' |
Maximum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Vesting period | '3 years | ' |
Equity_Recognized_StockBased_C
Equity (Recognized Stock-Based Compensation) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation [Abstract] | ' | ' | ' |
Share-based compensation expense | $6,009,176 | $2,538,721 | $1,659,083 |
Cost of Products Sold | ' | ' | ' |
Share-based Compensation [Abstract] | ' | ' | ' |
Share-based compensation expense | 279,215 | 97,970 | 98,366 |
Research and Development | ' | ' | ' |
Share-based Compensation [Abstract] | ' | ' | ' |
Share-based compensation expense | 417,436 | 289,341 | 254,997 |
Selling, General and Administrative | ' | ' | ' |
Share-based Compensation [Abstract] | ' | ' | ' |
Share-based compensation expense | $5,312,525 | $2,151,410 | $1,305,720 |
Equity_Warrants_Details
Equity (Warrants) (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Warrants | Warrants | Warrants | Contingent Warrants | Contingent Warrants | Contingent Warrants | Warrants in Connection with Private Placement | Warrants in Connection with Private Placement | Warrants in Connection with Private Placement | Warrants in Connection with Private Placement | Warrants Issued in Connection with Convertible Promissory Notes | Warrants Issued in Connection with Convertible Promissory Notes | Warrants In Connection With Line of Credit with Related Party | Warrants In Connection With Line of Credit with Related Party | Warrants In Connection With Line of Credit with Related Party | Warrants In Connection With Line of Credit with Related Party | Warrants Issued in Connection with Senior Secured Promissory Notes | Warrants Issued in Connection with Senior Secured Promissory Notes | Placement Agent | Placement Agent | Contingent warrants related to convertible note | Contingent warrants related to convertible note | Contingent warrants related to private placement of common stock | Contingent warrants related to private placement of common stock | Callable warrants | Callable warrants | Other | Other | Other | Other | Warrants expired | Warrants expired | Warrants Redeemed for Cashless Exercises | Warrants Redeemed for Cashless Exercises | Repurchase of callable warrants | Repurchase of callable warrants | ||
Warrants | Warrants | Contingent Warrants | Contingent Warrants | Warrants | Contingent Warrants | Warrants | Warrants | Contingent Warrants | Contingent Warrants | Warrants | Contingent Warrants | Warrants | Contingent Warrants | Warrants | Contingent Warrants | Warrants | Contingent Warrants | Warrants | Contingent Warrants | Warrants | Warrants | Contingent Warrants | Contingent Warrants | Warrants | Contingent Warrants | Warrants | Contingent Warrants | Warrants | Contingent Warrants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, term | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, Number of Warrants [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding, beginning of period (in shares) | ' | 9,388,817 | 1,284,816 | 6,003,924 | 5,245,484 | 0 | 1,252,990 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued (in shares) | ' | ' | ' | ' | ' | ' | ' | 1,672,743 | 1,889,161 | 1,672,743 | 1,889,162 | 203,332 | 203,332 | 325,000 | 0 | 325,000 | 650,000 | 1,250,000 | 1,250,000 | 42,400 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants voided (in shares) | ' | 0 | ' | ' | 3,247,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercised (in shares) | ' | -325,000 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,249,750 | 0 | -1,608,802 | 0 | -3,288,733 | 0 | -1,844,352 | -1,703,568 | 0 | 0 | ' | ' | -14,789 | 0 | -56,750 | 0 |
Expired warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -10,000 | 0 | ' | ' | ' | ' |
Warrants outstanding, end of period (in shares) | ' | 3,129,168 | 1,284,816 | 6,003,924 | 0 | 0 | 1,252,990 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, Weighted-Average Exercise Price per Warrant [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding, beginning of period (in dollars per share) | ' | 1 | 0.9 | 1.21 | 0.01 | 0 | 0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued (in dollars per share) | ' | $0 | ' | ' | $0.01 | ' | ' | $0.01 | $1.50 | $0.01 | $0.01 | $1.50 | $0.01 | $0.01 | $0 | $0.01 | $0.01 | $0.01 | $0.01 | $1.09 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercised (in dollars per share) | ' | $0.01 | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0 | $0.01 | $0 | $1.50 | $0 | $1.14 | $0.63 | $0 | $0 | ' | ' | $0.53 | $0 | $1.50 | $0 |
Warrants expired (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $0 | ' | ' | ' | ' |
Warrants outstanding, end of period (in dollars per share) | ' | 1.04 | 0.9 | 1.21 | 0 | 0 | 0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred tax assets and liabilities [Abstract] | ' | ' |
Accrued liabilities | $1,404,000 | ($125,000) |
Beneficial conversion feature on convertible financial instruments | 0 | -449,000 |
Intangible assets | 1,021,000 | 1,117,000 |
Property and equipment | -507,000 | 89,000 |
R&D tax credit carryforwards | 1,369,000 | 1,407,356 |
Stock Compensation | 2,151,000 | 213,000 |
Adjust accrued earn-out liability | 0 | 567,947 |
Charitable Contributions | 1,000 | 3,000 |
Patent fees | 142,000 | 6,000 |
Net operating loss | 14,663,000 | 15,539,000 |
Net deferred tax assets | 20,244,000 | 18,368,303 |
Valuation allowance | -20,244,000 | -18,368,303 |
Deferred tax assets and liabilities, net of valuation allowance | 0 | 0 |
Reconciliation of the Federal statutory income tax rate [Abstract] | ' | ' |
Federal statutory rate (in hundredths) | 34.00% | 34.00% |
State taxes, net of federal benefit (in hundredths) | -2.48% | 3.40% |
Permanent items & other (in hundredths) | 12.73% | 0.65% |
Valuation allowance (in hundredths) | -46.73% | -38.05% |
Effective income tax rate (in hundredths) | -2.48% | 0.00% |
Operating Loss Carryforwards [Line Items] | ' | ' |
Deferred tax assets | 20,244,000 | 18,368,303 |
Operating loss carry forwards, expiration dates | '2027 and 2033 | ' |
Federal | ' | ' |
Deferred tax assets and liabilities [Abstract] | ' | ' |
Net deferred tax assets | 12,533,000 | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating loss carry forwards | 36,861,000 | ' |
Deferred tax assets | 12,533,000 | ' |
State | ' | ' |
Deferred tax assets and liabilities [Abstract] | ' | ' |
Net deferred tax assets | 2,130,000 | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating loss carry forwards | 30,036,000 | ' |
Deferred tax assets | $2,130,000 | ' |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash and Cash Equivalents [Line Items] | ' | ' | ' |
Cash paid for interest | $36,202 | $13,322 | $15,456 |
Income taxes paid | 61,129 | 0 | 0 |
Purchases of equipment financed through capital leases | 355,144 | 84,650 | 0 |
Stock issuance of 167,086 shares in lieu of Directors' fees | 0 | 184,653 | 0 |
Stock issuance in lieu of Directors' fees (in shares) | ' | 167,086 | ' |
Deferred financing costs | 27,236 | 20,449 | 0 |
Convertible Secured Promissory Notes issued in conjunction with the acquisition of Surgical Biologics | 0 | 0 | 1,250,000 |
Warrants issued for placement fees associated with Senior Secured Promissory Notes | 0 | 0 | 14,885 |
Beneficial conversion related to related party | 0 | 514,456 | 80,000 |
Stock issuance of 5,250,000 shares in conjunction with acquisition of Surgical Biologics | 0 | 0 | 7,087,500 |
Stock issued in conjunction with acquisition of Surgical Biologics (in shares) | ' | ' | 5,250,000 |
Beneficial conversion related to convertible debt issued with regard to acquisition of Surgical Biologics | 0 | 0 | 437,500 |
Stock issuance in connection of Earn-Out Liability of 1,174, 915 shares for 2013 and 2,632,576 shares for 2012 | 5,792,330 | 3,185,223 | 0 |
Stock issued for earn-out liability (in shares) | 1,174,915 | 2,632,576 | ' |
Stock issuance in exchange for convertible debt of 5,272,004 shares in 2013 and 406,664 shares in 2011 | 5,272,004 | 0 | 406,663 |
Stock issued for convertible debt (in shares) | 5,272,004 | ' | 406,664 |
Stock issuance of 1,403,630 shares for payment of Line of Credit with related party | 0 | 1,403,630 | 0 |
Stock issued during period, shares, issued for payment of Line of Credit with related party (shares) | ' | 1,403,630 | ' |
Stock issuance of 216,085 shares for exercise of cashless warrants | 0 | 216 | 0 |
Shares issued for Cashless Exercise (in shares) | ' | 216,085 | ' |
Secured Promissory Notes related to acquisition of Surgical Biologics | 0 | 893,267 | 2,278,052 |
Stock issued related to acquisition of Surgical Biologics (in shares) | 893,267 | 893,267 | 893,267 |
Tenant improvement incentive | 996,866 | 0 | 0 |
Legal fees paid for public offering | 101,694 | 0 | 0 |
Accounts payable | ' | ' | ' |
Cash and Cash Equivalents [Line Items] | ' | ' | ' |
Legal fees paid for public offering | 30,100 | 0 | 0 |
Accrued expenses | ' | ' | ' |
Cash and Cash Equivalents [Line Items] | ' | ' | ' |
Legal fees paid for public offering | $62,396 | $0 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Related Party Transaction [Line Items] | ' | ' | ' | |||
Related party expense | $70,141 | $201,812 | $92,565 | |||
Hybrid debt instrument | ' | ' | ' | |||
Related Party Transaction [Line Items] | ' | ' | ' | |||
Interest expense | 0 | [1] | 0 | [1] | 3,232 | [1] |
Line of credit | ' | ' | ' | |||
Related Party Transaction [Line Items] | ' | ' | ' | |||
Interest expense | 0 | [2] | 103,630 | [2] | 42,726 | [2] |
Convertible senior secured promissory notes | ' | ' | ' | |||
Related Party Transaction [Line Items] | ' | ' | ' | |||
Interest expense | 0 | [3] | 50,000 | [3] | 4,507 | [3] |
Office space lease | ' | ' | ' | |||
Related Party Transaction [Line Items] | ' | ' | ' | |||
Related party expense | 70,141 | [4] | 48,182 | [4] | 41,000 | [4] |
Aircraft use | ' | ' | ' | |||
Related Party Transaction [Line Items] | ' | ' | ' | |||
Related party expense | $0 | [5] | $0 | [5] | $1,100 | [5] |
[1] | interest of $3,232 related to convertible promissory notes issued in October 2010 to the Chairman of the Board and CEO and two other members of the Board of Directors | |||||
[2] | interest of $103,630 for 2012 and $42,726 for 2011, respectively related to a revolving secured line of credit extended by the Chairman of the Board and CEO dated March 31, 2011 | |||||
[3] | interest of $50,000 for 2012 and $4,507 for 2011, respectively related to the convertible senior secured promissory notes issued to the Chairman of the Board and CEO during the fourth quarter of 2011 | |||||
[4] | payments related to the lease of office space from an entity owned by the Chairman of the Board and CEO for $70,141 for 2013 $48,182 for 2012 and $41,000 for 2011, respectively | |||||
[5] | payments related to aircraft use from an entity owned by a former member of the Board of Directors |
401k_Plan_Details
401k Plan (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Minimum age require to qualify for pension plan | '21 years |
Minimum service period require to qualify for pension plan | '3 months |
Maximum wages deferred (in hundredths) | 100.00% |
Maximum eligible wages deferred by participants per year | $17,500 |
Minimum age for additional contribution beyond normal plan | '50 years |
Defined benefit plan, contributions by plan participants | $5,500 |
Employer matching contribution (in hundredths) | 6.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Estimated annual lease, royalty, and employment agreement expenses [Abstract] | ' | ' | ' |
2014 | $869,841 | ' | ' |
2015 | 1,300,289 | ' | ' |
2016 | 1,339,418 | ' | ' |
2017 | 1,379,877 | ' | ' |
2018 | 1,421,135 | ' | ' |
Thereafter | 119,581 | ' | ' |
Total Contractual commitments | 6,430,141 | ' | ' |
Rent and operating leases expense | 1,000,000 | 485,000 | 488,000 |
Letters of Credit | ' | ' | ' |
Estimated annual lease, royalty, and employment agreement expenses [Abstract] | ' | ' | ' |
Standby letters of credit | $525,000 | ' | ' |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | $17,993,790 | $16,115,708 | $13,514,743 | $11,556,493 | $10,509,663 | $7,954,046 | $4,884,256 | $3,705,808 | $2,635,466 | $2,152,094 | $1,929,399 | $1,043,487 | $59,180,734 | $27,053,773 | $7,760,446 |
Gross margin | 14,882,616 | 14,002,270 | 11,316,261 | 9,651,473 | 8,820,402 | 6,528,710 | 3,769,330 | 2,746,953 | 1,719,125 | 1,265,584 | 1,084,458 | 333,370 | 49,852,620 | 21,865,395 | 4,402,537 |
Net income (loss) | ($1,426,938) | ($307,118) | ($757,389) | ($1,620,408) | ($1,605,283) | ($4,219,372) | ($744,069) | ($1,093,652) | ($2,577,196) | ($1,765,723) | ($2,503,505) | ($3,347,562) | ($4,111,853) | ($7,662,376) | ($10,193,986) |
Net income (loss) per common share - basic and diluted (in dollars per share) | ($0.01) | $0 | ($0.01) | ($0.02) | ($0.01) | ($0.05) | ($0.01) | ($0.01) | ($0.04) | ($0.02) | ($0.03) | ($0.05) | ($0.04) | ($0.09) | ($0.14) |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Allowance for doubtful accounts | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Balance at Beginning of Year | $49,000 | $19,000 | $21,000 |
Additions charged to Expense or Revenue | 391,000 | 57,000 | 58,000 |
Deductions and write-offs | -33,000 | -27,000 | -60,000 |
Balance at End of Year | 407,000 | 49,000 | 19,000 |
Allowance for product returns | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Balance at Beginning of Year | 89,000 | 88,000 | 39,000 |
Additions charged to Expense or Revenue | 917,000 | 394,000 | 189,000 |
Deductions and write-offs | -791,000 | -393,000 | -140,000 |
Balance at End of Year | 215,000 | 89,000 | 88,000 |
Allowance for obsolescence | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Balance at Beginning of Year | 159,000 | 53,000 | 29,000 |
Additions charged to Expense or Revenue | 213,000 | 106,000 | 30,000 |
Deductions and write-offs | -50,000 | 0 | -6,000 |
Balance at End of Year | $322,000 | $159,000 | $53,000 |