Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 11, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Entity Current Reporting Status | 'Yes | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'BONE | ' |
Entity Common Stock, Shares Outstanding | ' | 6,669,892 |
Entity Registrant Name | 'Bacterin International Holdings, Inc. | ' |
Entity Central Index Key | '0001453593 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash and cash equivalents | $2,989,422 | $3,046,340 |
Trade accounts receivable, net of allowance for doubtful accounts of $1,426,009 and $1,309,859, respectively | 4,898,137 | 4,793,834 |
Inventories, net | 10,517,044 | 10,753,600 |
Prepaid and other current assets | 1,010,408 | 574,910 |
Total current assets | 19,415,011 | 19,168,684 |
Non-current inventories | 1,827,075 | 2,119,952 |
Property and equipment, net | 4,888,388 | 5,180,556 |
Intangible assets, net | 625,969 | 586,965 |
Other assets | 1,660,798 | 1,821,471 |
Total Assets | 28,417,241 | 28,877,628 |
Current Liabilities: | ' | ' |
Accounts payable | 4,249,050 | 2,767,639 |
Accounts payable - related party | 206,903 | 647,844 |
Accrued liabilities | 2,048,054 | 3,585,037 |
Warrant derivative liability | 2,209,863 | 1,594,628 |
Current portion of capital lease obligations | 146,712 | 171,926 |
Current portion of royalty liability | 902,250 | 836,750 |
Current portion of long-term debt | 49,177 | 47,727 |
Total current liabilities | 9,812,009 | 9,651,551 |
Long-term Liabilities: | ' | ' |
Capital lease obligation, less current portion | 16,004 | 73,777 |
Long term royalty liability, less current portion | 6,499,385 | 6,609,232 |
Long-term debt, less current portion | 20,048,027 | 16,385,245 |
Total Liabilities | 36,375,425 | 32,719,805 |
Commitments and Contingencies | ' | ' |
Stockholders' (Deficit) Equity | ' | ' |
Preferred stock, $0.000001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ' | ' |
Common stock, $0.000001 par value; 95,000,000 shares authorized; 5,532,880 shares issued and outstanding as of June 30, 2014 and 5,343,282 shares issued and outstanding as of December 31, 2013 | 6 | 5 |
Additional paid-in capital | 58,441,168 | 56,516,491 |
Accumulated deficit | -66,399,358 | -60,358,673 |
Total Stockholders' (Deficit) Equity | -7,958,184 | -3,842,177 |
Total Liabilities & Stockholders' (Deficit) Equity | $28,417,241 | $28,877,628 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $1,426,009 | $1,309,859 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 5,532,880 | 5,343,282 |
Common Stock, shares outstanding | 5,532,880 | 5,343,282 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue | ' | ' | ' | ' |
Tissue sales | $8,714,915 | $8,196,554 | $17,466,260 | $16,719,902 |
Royalties and other | 169,017 | 70,294 | 330,642 | 165,753 |
Total Revenue | 8,883,932 | 8,266,848 | 17,796,902 | 16,885,655 |
Cost of tissue and medical devices sales | 3,290,512 | 3,572,674 | 6,701,218 | 6,693,360 |
Gross Profit | 5,593,420 | 4,694,174 | 11,095,684 | 10,192,295 |
Operating Expenses | ' | ' | ' | ' |
General and administrative | 2,093,792 | 2,086,532 | 4,382,595 | 4,738,373 |
Sales and marketing | 4,405,227 | 4,205,333 | 8,460,431 | 8,003,710 |
Research and development | 322,277 | 169,755 | 576,860 | 374,996 |
Depreciation and amortization | 82,432 | 100,470 | 157,580 | 206,848 |
Non-cash consulting expense | 21,701 | -932 | 42,228 | -31,229 |
Total Operating Expenses | 6,925,429 | 6,561,158 | 13,619,694 | 13,292,698 |
Loss from Operations | -1,332,009 | -1,866,984 | -2,524,010 | -3,100,403 |
Other Income (Expense) | ' | ' | ' | ' |
Interest expense | -1,441,989 | -1,174,648 | -2,717,601 | -2,238,636 |
Change in warrant derivative liability | 870,494 | 460,270 | -615,235 | 1,095,625 |
Other (expense) | 3,074 | 98,271 | -183,839 | 91,065 |
Total Other Income (Expense) | -568,421 | -616,107 | -3,516,675 | -1,051,946 |
Net Loss | ($1,900,430) | ($2,483,091) | ($6,040,685) | ($4,152,349) |
Net loss per share: | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.35) | ($0.55) | ($1.11) | ($0.94) |
Dilutive (in dollars per share) | ($0.35) | ($0.55) | ($1.11) | ($0.94) |
Shares used in the computation: | ' | ' | ' | ' |
Basic (in shares) | 5,514,694 | 4,525,069 | 5,447,204 | 4,409,505 |
Dilutive (in shares) | 5,514,694 | 4,525,069 | 5,447,204 | 4,409,505 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Operating activities: | ' | ' |
Net loss | ($6,040,685) | ($4,152,349) |
Noncash adjustments: | ' | ' |
Depreciation and amortization | 345,580 | 394,849 |
Gain on sale of fixed assets | -13,285 | -500 |
Amortization of debt discount | 739,127 | 583,181 |
Non-cash consulting expense/stock option expense | 668,876 | 236,880 |
Provision for losses on accounts receivable and inventory | 338,720 | 258,367 |
Change in derivative warrant liability | 615,235 | -1,095,625 |
Increase of contingent liability | ' | -91,740 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -220,453 | 156,335 |
Inventories | 306,863 | -148,898 |
Prepaid and other assets | -274,825 | -183,675 |
Accounts payable | 1,040,469 | 307,796 |
Accrued liabilities | -1,376,180 | 180,491 |
Net cash used in operating activities | -3,870,558 | -3,554,888 |
Investing activities: | ' | ' |
Purchases of property and equipment and intangible assets | -115,202 | -590,069 |
Proceeds from sale of fixed assets | 36,071 | ' |
Net cash used in investing activities | -79,131 | -590,069 |
Financing activities: | ' | ' |
Proceeds from issuance of debt | 4,000,000 | ' |
Payments on long-term debt | -24,242 | -22,852 |
Payments on capital leases | -82,987 | -72,285 |
Net proceeds from issuance of stock | ' | 4,450,002 |
Net cash provided by financing activities | 3,892,771 | 4,354,865 |
Net change in cash and cash equivalents | -56,918 | 209,908 |
Cash and cash equivalents at beginning of period | 3,046,340 | 4,926,066 |
Cash and cash equivalents at end of period | $2,989,422 | $5,135,974 |
Business_Description_and_Summa
Business Description and Summary of Significant Accounting Policies | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | |||||||
(1) Business Description and Summary of Significant Accounting Policies | ||||||||
Business Description | ||||||||
The accompanying consolidated financial statements include the accounts of Bacterin International Holdings, Inc., a Delaware corporation, and its wholly owned subsidiary, Bacterin International, Inc., a Nevada corporation, (collectively, the “Company” or “Bacterin”). All intercompany balances and transactions have been eliminated in consolidation. Bacterin’s biologics division develops, manufactures and markets biologics products to domestic and international markets. Bacterin’s proprietary methods are used in human allografts to create stem cell scaffolds and promote bone and other tissue growth. These products are used in a variety of applications including enhancing fusion in spine surgery, relief of back pain with a facet joint stabilization, promotion of bone growth in foot and ankle surgery, promotion of skull healing following neurosurgery and regeneration in knee and other joint surgeries. | ||||||||
Bacterin’s device division develops bioactive coatings based on proprietary knowledge of the phenotypical changes made by microbes as they sense and adapt to changes in their environment. Bacterin develops, employs, and licenses bioactive coatings for various medical device applications. | ||||||||
An operating segment is a component of an enterprise whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The primary performance measure used by management is net income or loss. The Company operates in two distinct lines of business consisting of the biologics and devices divisions. However, due to the immaterial revenue from devices to date, the Company reports as one segment. | ||||||||
The Company’s revenue is derived principally from the sale or license of its medical products, coatings and device implants. The markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company’s operating results. The Company’s business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution model, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available tissue donors could have an adverse impact on our business. | ||||||||
The accompanying interim condensed consolidated financial statements of Bacterin for the three and six months ended June 30, 2014 and 2013 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual financial statements, but in the opinion of management, include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results which may be achieved in the future for the full year ending December 31, 2014. | ||||||||
These financial statements should be read in conjunction with the financial statements and notes thereto which are included in Bacterin’s Annual Report on Form 10-K for the year ended December 31, 2013. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. | ||||||||
Reverse Stock Split | ||||||||
The Company completed a 1:10 reverse split of its common stock, effective at the close of business on Friday, July 25, 2014 and in effect for trading purposes on Monday, July 28, 2014. The reverse stock split was approved by the Company’s shareholders at the 2014 Annual Meeting of Shareholders on June 11, 2014. All references to common shares, stock option, restricted stock units, warrants, and per share amounts have been retroactively adjusted to reflect the reverse stock split for all periods presented. | ||||||||
Concentrations and Credit Risk | ||||||||
The Company’s accounts receivable are due from a variety of health care organizations and distributors throughout the world. Approximately 99% and 98% of sales were in the United States for the six months ended June 30, 2014 and 2013, respectively. One customer accounted for approximately 8% of the Company’s revenue for the six months ended June 30, 2013. One customer represented 15% of accounts receivable at June 30, 2013. No single customer accounted for more than 10% of revenue or accounts receivable for the six months ended June 30, 2014. The Company provides for uncollectible amounts when specific credit issues arise. Management’s estimates for uncollectible amounts have been adequate during prior periods, and management believes that all significant credit risks have been identified at June 30, 2014. | ||||||||
Revenue by geographical region is as follows: | ||||||||
Six months ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
United States | $ | 17,509,988 | $ | 16,562,064 | ||||
Rest of World | 286,914 | 323,591 | ||||||
$ | 17,796,902 | $ | 16,885,655 | |||||
Use of Estimates | ||||||||
The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment and intangible assets; valuation allowances for trade receivables and deferred income tax assets; valuation of the warrant derivative liability; inventory reserve; royalty liability; and estimates for the fair value of stock options grants and other equity awards upon which the Company determines stock-based compensation expense. Actual results could differ from those estimates. | ||||||||
Reclassifications | ||||||||
Certain comparative balances for the three and six months ended June 30, 2013 have been reclassified to make them consistent with the current year presentation. The reclassifications had no effect on the net income for 2013. | ||||||||
Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value. At times the Company maintains deposits in financial institutions in excess of federally insured limits. | ||||||||
Accounts Receivable | ||||||||
Accounts receivable represents amounts due from customers for which revenue has been recognized. Normal terms on trade accounts receivable are net 30 days and some customers are offered discounts for early pay. The Company performs credit evaluations when considered necessary, but generally does not require collateral to extend credit. | ||||||||
The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing receivables. The Company determines the allowance based on factors such as historical collection experience, customer’s current creditworthiness, customer concentration, age of accounts receivable balance, general economic conditions that may affect a customer’s ability to pay and management judgment. Actual customer collections could differ from estimates. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions to the allowance for doubtful accounts are charged to expense. The Company does not have any off-balance sheet credit exposure related to its customers. | ||||||||
Inventories | ||||||||
Inventories are stated at the lower of cost or market. Cost is determined using the specific identification method and includes materials, labor and overhead. The Company calculates an inventory reserve for estimated obsolescence or excess inventory based on historical usage and sales, as well as assumptions about future demand for its products. These estimates for excess and obsolete inventory are reviewed and updated on a quarterly basis. Increases in the inventory reserves result in a corresponding expense, which is generally recorded to cost of tissue and medical devices sales. Inventories where the sales cycle is estimated to be beyond twelve months are classified as Non-current inventories. | ||||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to seven years for computers and equipment, and 30 years for buildings. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the lease. Repairs and maintenance are expensed as incurred. | ||||||||
Derivative Instruments | ||||||||
The Company accounts for its derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815 “Accounting for Derivative Instruments and Hedging Activities”. The only derivative instruments presented in the accompanying consolidated financial statements relates to warrants issued in connection with certain debt financings. The Company has not designated its warrant derivative liability as a hedging instrument as described in ASC 815 and any changes in the fair market value of the warrant derivative liability is recognized in the consolidated statement of operations during the period of change. See Note 9, “Warrants” below. | ||||||||
Intangible Assets | ||||||||
Intangible assets with estimable useful lives must be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or circumstances indicate their carrying amount may not be recoverable. Intangible assets include trademarks, customer lists and patents and include costs to acquire and protect Company patents. Intangible assets are carried at cost less accumulated amortization. The Company amortizes these assets on a straight-line basis over their estimated useful lives of five years for customer lists and 15 years for all other intangible assets. | ||||||||
Accounts Payable - Related Party | ||||||||
Accounts payable to a related party includes amounts due to American Donor Services, a supplier of donors to the Company. See Note 13, “Related Party Transactions” below. | ||||||||
Revenue Recognition | ||||||||
Revenue is recognized when all of the following criteria are met: a) the Company has entered into a legally binding agreement with the customer; b) the products or services have been delivered; c) the Company’s fee for providing the products and services is fixed or determinable; and d) collection of the Company’s fee is probable. | ||||||||
The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. If an arrangement includes a right of acceptance or a right to cancel, revenue is recognized when acceptance is received or the right to cancel has expired. | ||||||||
The Company ships to certain customers under consignment arrangements whereby the Company’s product is stored by the customer. The customer is required to report the use to the Company and upon such notice, the Company invoices the customer and revenue is recognized when above criteria has been met. | ||||||||
The Company also receives royalty revenue from third parties related to licensing agreements. The Company has royalty agreements with RyMed and Bard Access Systems. Revenue under these agreements represented less than 2% of total revenue for the three and six months ended June 30, 2014 and 2013. | ||||||||
Non-Cash Consulting Expense | ||||||||
From time to time, the Company issues restricted stock awards to consultants and advisors to the Company. These awards are measured at fair value at each reporting date, recognized ratably over the vesting period and are recorded in non-cash consulting expense. | ||||||||
Advertising Costs | ||||||||
The Company expenses advertising costs as incurred. The Company had advertising expense of $27,914 and $230,693 for the six months ended June 30, 2014 and 2013, respectively. | ||||||||
Research and Development | ||||||||
Research and development costs, which are principally related to internal costs for the development of new technologies and processes for tissue and coatings, are expensed as incurred. | ||||||||
Income Taxes | ||||||||
The Company accounts for income taxes under the asset and liability method of accounting for deferred taxes as prescribed under FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. 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 income in the period that includes the enactment date. When applicable, a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. ASC 740 also provides guidance on the presentation of tax matters and the recognition of potential IRS interest and penalties. The Company classifies penalty and interest expense related to income tax liabilities as an income tax expense. There are no significant interest and penalties recognized in the statement of operations or accrued on the balance sheet. See Note 11, “Income Taxes” below. | ||||||||
Long-Lived Assets | ||||||||
Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. No impairment was recorded during the six months ended June 30, 2014 or 2013. | ||||||||
Net Loss Per Share | ||||||||
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net income (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the three and six months ended June 30, 2014 and 2013, as shares issuable upon the exercise of stock options and warrants were anti-dilutive as a result of the net losses incurred for those periods. Dilutive earnings per share are not reported as their effects of including 1,784,107 and 1,715,849 outstanding stock options and warrants for the six months ended June 30, 2014 and 2013, respectively, are anti-dilutive. | ||||||||
Stock-Based Compensation | ||||||||
The Company records stock-compensation expense according to the provisions of FASB ASC 718 “Compensation — Stock Compensation”. Under ASC 718, stock-based compensation costs are recognized based on the estimated fair value at the grant date for all stock-based awards. The Company estimates grant date fair values using the Black-Scholes-Merton option pricing model, which requires assumptions of the life of the award and the stock price volatility over the term of the award. The Company records compensation cost of stock-based awards using the straight line method, which is recorded into earnings over the vesting period of the award. Pursuant to the income tax provisions included in ASC 718-740, the Company has elected the “short cut method” of computing its hypothetical pool of additional paid-in capital that is available to absorb future tax benefit shortfalls. | ||||||||
Fair Value of Financial Instruments | ||||||||
The carrying values of financial instruments, including trade accounts receivable, accounts payable, other accrued expenses and long-term debt, approximate their fair values based on terms and related interest rates. | ||||||||
The Company follows a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | ||||||||
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. | ||||||||
Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||||
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||||||||
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. During the six months ended June 30, 2014 and 2013, there was no reclassification in financial assets or liabilities between Level 1, 2 or 3 categories. | ||||||||
The following tables set forth by level, within the fair value hierarchy, our assets and liabilities as of June 30, 2014 and December 31, 2013 that are measured at fair value on a recurring basis: | ||||||||
Accrued stock compensation | ||||||||
As of | As of | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Level 1 | $ | 1 | $ | 211,212 | ||||
Level 2 | — | — | ||||||
Level 3 | — | — | ||||||
The valuation technique used to measure fair value of the accrued stock compensation is based on quoted stock market prices. | ||||||||
Warrant derivative liability | ||||||||
As of | As of | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Level 1 | — | — | ||||||
Level 2 | — | — | ||||||
Level 3 | $ | 2,209,863 | $ | 1,594,628 | ||||
The valuation technique used to measure fair value of the warrant liability is based on a lattice model and significant assumptions and inputs determined by us. | ||||||||
Level 3 Changes | ||||||||
The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ending June 30, 2014: | ||||||||
Warrant derivative liability | ||||||||
Balance at January 1, 2014 | $ | 1,594,628 | ||||||
Loss recognized in earnings | 615,235 | |||||||
Balance at June 30, 2014 | $ | 2,209,863 | ||||||
During the six months ended June 30, 2014, the Company did not change any of the valuation techniques used to measure its liabilities at fair value. | ||||||||
Items measured at fair value on a non-recurring basis: | ||||||||
The Company’s royalty liability is carried at its estimated fair value based upon the discounted present value of the payments using an estimated discount rate. The Company did not have access to a readily traded market for similar credit risks and the estimated interest rate was based upon the Company’s estimate of a market interest rate to obtain similar financing. | ||||||||
Recent Accounting Pronouncements | ||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition guidance in Topic 605, Revenue Recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. This standard is effective for annual reporting periods beginning after December 15, 2016. ASU 2014-09 is not expected to have a material impact on our consolidated financial position, results of operations, or cash flows. | ||||||||
Equity
Equity | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders Equity Note Disclosure [Text Block] | ' |
(2) Equity | |
On June 10, 2013, the Company issued approximately 851,000 shares of common stock to new and existing investors at a price per share of $5.70, which represented a 10% discount to the closing price on June 4, 2013. For each common share purchased in the offering, investors received a warrant providing the right to purchase 0.5 shares of Bacterin common stock at an exercise price of $7.20, a 15% premium to the June 4, 2013 closing price. The warrants will be exercisable for seven years beginning 6 months from the date of issuance. The transaction resulted in net proceeds to the Company of approximately $4.45 million, after deducting approximately $400,000 for placement agent’s fees and offering expenses. Proceeds from the transaction were used to fund the Company’s operations and working capital requirements. | |
On November 14, 2013, the Company received a waiver from ROS Acquisition Offshore LP (“ROS”) for failure to achieve $10.5 million of revenue in the third quarter of 2013. In exchange for the waiver and reduction of future quarterly minimum revenue thresholds, the Company issued 150,000 shares of restricted stock to an affiliate of ROS on November 25, 2013. | |
During the first quarter of 2014, the Company issued 150,000 shares of common stock to an affiliate of ROS pursuant to a Sixth Amendment to our Credit Agreement with ROS whereby we borrowed an additional $4 million under our Credit Agreement. This issuance has been accounted for as a debt discount and will be amortized over the life of the loan. See Note 7, “Long-Term Debt” below. | |
See Note 14 “Subsequent Events” for information regarding the reverse stock split and stock offering. | |
Inventories
Inventories | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
(3) Inventories | ||||||||
Inventories consist of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Current inventories | ||||||||
Raw materials | $ | 3,400,009 | $ | 2,710,091 | ||||
Work in process | 2,816,580 | 3,333,672 | ||||||
Finished goods | 5,465,603 | 5,775,813 | ||||||
11,682,192 | 11,819,576 | |||||||
Reserve | (1,165,148 | ) | (1,065,976 | ) | ||||
Current inventories, total | 10,517,044 | 10,753,600 | ||||||
Non-current inventories | ||||||||
Finished goods | 3,171,932 | 3,341,411 | ||||||
Reserve for obsolescence | (1,344,857 | ) | (1,221,459 | ) | ||||
Non-current inventories, total | 1,827,075 | 2,119,952 | ||||||
Total inventories | $ | 12,344,119 | $ | 12,873,552 | ||||
Property_and_Equipment_Net
Property and Equipment, Net | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
(4) Property and Equipment, Net | ||||||||
Property and equipment, net are as follows: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Buildings | $ | 1,658,396 | $ | 1,653,263 | ||||
Equipment | 5,239,736 | 5,768,478 | ||||||
Computer equipment | 283,697 | 312,650 | ||||||
Computer software | 378,034 | 395,146 | ||||||
Furniture and fixtures | 156,234 | 170,118 | ||||||
Leasehold improvements | 2,335,690 | 1,808,461 | ||||||
Vehicles | 41,099 | 41,099 | ||||||
Total cost | 10,092,886 | 10,149,215 | ||||||
Less: accumulated depreciation | (5,204,497 | ) | (4,968,659 | ) | ||||
$ | 4,888,388 | $ | 5,180,556 | |||||
The Company leases certain equipment under capital leases. For financial reporting purposes, minimum lease payments relating to the assets have been capitalized. As of June 30, 2014, the Company has recorded $443,060 gross assets in Property and Equipment, and $154,455 of accumulated depreciation relating to assets under capital leases. | ||||||||
Maintenance and repairs expense for the first six months of 2014 and 2013 was $140,504 and $146,422, respectively. Depreciation expense related to property and equipment, including property under capital lease for the first six months of 2014 and 2013 was $307,747 and $357,015, respectively. |
Intangible_Assets
Intangible Assets | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets Disclosure [Text Block] | ' | |||||||
(5) Intangible Assets | ||||||||
Bacterin has applied for various patents with regards to processes for its products. | ||||||||
The following table sets forth information regarding intangible assets: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Intellectual Property | ||||||||
Gross carrying value | $ | 967,871 | $ | 891,034 | ||||
Accumulated amortization | (341,902 | ) | (304,069 | ) | ||||
Net carrying value | $ | 625,969 | $ | 586,965 | ||||
Aggregate amortization expense for the six months ended June 30, 2014 and 2013, respectively: | $ | 37,833 | $ | 37,834 | ||||
The following is a summary of estimated future amortization expense for intangible assets as of June 30, 2014: | ||||||||
Remainder of 2014 | $ | 42,954 | ||||||
2015 | 80,786 | |||||||
2016 | 80,786 | |||||||
2017 | 80,786 | |||||||
2018 | 80,786 | |||||||
Thereafter | 259,871 | |||||||
Total | $ | 625,969 | ||||||
Accrued_Liabilities
Accrued Liabilities | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
(6) Accrued Liabilities | ||||||||
Accrued liabilities consist of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued stock compensation | 1 | 211,212 | ||||||
Wages/commissions payable | 1,320,713 | 1,728,576 | ||||||
Other accrued expenses | 727,340 | 1,645,249 | ||||||
$ | 2,048,054 | $ | 3,585,037 | |||||
Longterm_Debt
Long-term Debt | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt [Text Block] | ' | |||||||
(7) Long-term Debt | ||||||||
On August 24, 2012, the Company entered into a Credit Agreement with ROS, which provided for an initial $20 million term loan. The Credit Agreement also provided for an additional $5 million upon achievement prior to December 31, 2013 of certain revenue objectives, which were not achieved. On March 6, 2014, we entered into a Sixth Amendment to our Credit Agreement which allowed us to borrow an additional $4 million the Credit Agreement in exchange for 150,000 shares of our common stock. The loan carries an interest rate of LIBOR plus 12.13%, subject to a LIBOR floor rate of 1.0%. Bacterin also agreed to pay a royalty of 1.75% on the first $45,000,000 of net sales, plus 1.0% of net sales in excess of $45,000,000 for ten years. Upon the occurrence of a defined event of default, ROS has the option to require the Company to purchase from ROS all of its rights to the remaining royalty payments that will become due in accordance with the royalty agreement (the “ROS Put Option”). The ROS Put Option meets the definition of an embedded derivative and we concluded it had an immaterial value at June 30, 2014 and 2013. As such, the Company has not recorded a derivative liability related to the ROS Put Option and has not recognized any change in the fair value of this derivative liability in the consolidated financial statements because the impact is immaterial. Management will reassess the fair value of the embedded derivative instrument at each reporting period and record if and when it becomes material to the consolidated financial statements. Bacterin has the right to repurchase the loan and royalty interest at amounts to be determined based on the date of repurchase, less the amount of prior principal, interest and royalty payments. We will also have to pay fees, currently in the amount of 3.5% of the aggregate principal amount of the loan, as a result of waivers and modifications we have received in connection with the financial covenants in the Credit Agreement. The loan is secured by substantially all of our assets. The estimate of the royalty component of the facility over the life of the agreement resulted in a debt discount and a royalty liability of $7,401,635. The debt discount will be amortized to interest expense over the seven year term of the loan using the effective interest method. The royalty liability will be accreted to $13.8 million through interest expense over the ten year term of the royalty agreement using the effective interest method. | ||||||||
On August 24, 2012, the Company received net proceeds from ROS of approximately $10 million following repayment of the existing term loan and accounts receivable credit facility with MidCap Financial, including prepayment penalties. The Company used the net proceeds for working capital and general corporate purposes. | ||||||||
In 2013, we entered into a number of waivers and amendments to our credit facility with ROS, including amendments that increased the amount payable to ROS. These waivers and amendments are summarized below. | ||||||||
On May 16, 2013, we entered into an amendment to our Credit Agreement with ROS, whereby ROS agreed to reduce our minimum liquidity requirement from $1,500,000 to $750,000 until September 30, 2013. In exchange, we agreed to pay a fee in the amount of 1.5% of the aggregate amount of any principal payment, prepayment or repayment. | ||||||||
On August 12, 2013, we entered into a Waiver and Second Amendment to our Credit Agreement with ROS whereby we granted ROS Board observer rights in exchange for a waiver of our failure to replace our former Chief Executive Officer within 90 days of his resignation. | ||||||||
On August 12, 2013, we also entered into a Waiver and Third Amendment to our Credit Agreement with ROS whereby we agreed to pay an additional fee in the amount of 2% (in addition to our prior fee of 1.5%, for a total of 3.5%) of the aggregate amount of any principal payment, prepayment or repayment in exchange for a waiver of our failure to achieve the minimum revenue required in the second quarter of 2013. | ||||||||
On August 30, 2013, we entered into a Fourth Amendment to our Credit Agreement with ROS to revise the Board observer rights we granted to ROS. | ||||||||
On November 14, 2013, we entered into a Waiver and Fifth Amendment to our Credit Agreement with ROS whereby we agreed to issue 150,000 shares of common stock to an affiliate of ROS in exchange for a waiver of our failure to achieve the minimum required revenue for the third quarter of 2013 and a reduction of future quarterly minimum revenue thresholds. | ||||||||
On March 6, 2014, we entered into a Sixth Amendment to our Credit Agreement with ROS whereby we borrowed an additional $4 million under of our Credit Agreement with ROS and agreed to issue 150,000 shares to an affiliate of ROS. We plan to use the proceeds for working capital and general corporate purposes. | ||||||||
Long-term debt consists of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Loan payable to ROS Acquisition Offshore, LIBOR plus 12.13% maturing August 2019 | $ | 24,000,000 | $ | 20,000,000 | ||||
Adjustment fee payable to ROS Acquisition Offshore, due in August 2019 | 700,000 | 700,000 | ||||||
6.00% loan payable to Valley Bank of Belgrade, $10,746 monthly payments including interest, maturing December 24, 2030; secured by building | 1,350,789 | 1,375,030 | ||||||
26,050,789 | 22,075,030 | |||||||
Less: current portion | (49,177 | ) | (47,727 | ) | ||||
Debt discount | (5,953,585 | ) | (5,642,058 | ) | ||||
Long-term debt | $ | 20,048,027 | $ | 16,385,245 | ||||
The following is a summary of maturities due on the debt as of June 30, 2014: | ||||||||
Remainder of 2014 | $ | 24,221 | ||||||
2015 | 50,671 | |||||||
2016 | 4,053,796 | |||||||
2017 | 8,057,114 | |||||||
2018 | 8,060,637 | |||||||
Thereafter | 5,804,350 | |||||||
Total | $ | 26,050,789 | ||||||
The following is a summary of estimated future royalty payments as of June 30, 2014: | ||||||||
Remainder of 2014 | $ | 426,500 | ||||||
2015 | 1,000,750 | |||||||
2016 | 1,229,250 | |||||||
2017 | 1,360,250 | |||||||
2018 | 1,462,750 | |||||||
Thereafter | 7,201,575 | |||||||
Total | $ | 12,681,075 | ||||||
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||||||||||||
(8) Stock-Based Compensation | ||||||||||||||||||
Our Equity Incentive Plan (“The Plan”) provides for stock awards, including options and performance stock awards, to be granted to employees, consultants, independent contractors, officers and directors. The purpose of the Plan is to enable us to attract, retain and motivate key employees, directors and, on occasion, independent consultants, by providing them with stock options and restricted stock grants. Stock options granted under the Plan may be either incentive stock options to employees, as defined in Section 422A of the Internal Revenue Code of 1986, or non-qualified stock options. The Plan is administered by the compensation committee of our Board of Directors. The administrator of the Plan has the power to determine the terms of any stock options granted under the Plan, including the exercise price, the number of shares subject to the stock option and conditions of exercise. Stock options granted under the Plan are generally not transferable, vest in installments over the requisite service period and are exercisable during the stated contractual term of the option only by such optionee. The exercise price of all incentive stock options granted under the Plan must be at least equal to the fair market value of the shares of common stock on the date of the grant. 900,000 shares are authorized under the Plan and at June 30, 2014, we had approximately 76,200 shares available for issuance. Shares issued under the Plan may be authorized, but unissued or reacquired shares. | ||||||||||||||||||
Stock compensation expense recognized in the statement of operations for the six months ended June 30, 2014 and 2013 is based on awards ultimately expected to vest and reflects an estimate of awards that will be forfeited. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||||||
The estimated fair value of stock options granted is done using the Black-Sholes-Merton method applied to individual grants. The Company utilizes historical employee termination behavior to determine the estimated forfeiture rates. If the actual forfeitures differ from those estimated by management, adjustments to compensation expense will be made in future periods. An assumed forfeiture rate of 20% was used for the first six months of 2014. | ||||||||||||||||||
In August 2013, the Company also granted our Chief Executive Officer an option to purchase 200,000 shares of our common stock outside of the Plan (the “CEO Grant”). | ||||||||||||||||||
Stock option activity under the Plan, plus the CEO Grant, was as follows: | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||
Average | Average Fair | Average | Average Fair | |||||||||||||||
Exercise Price | Value at Grant | Exercise Price | Value at Grant | |||||||||||||||
Date | Date | |||||||||||||||||
Outstanding at January 1 | 758,328 | $ | 14.9 | $ | 8.6 | 526,653 | $ | 20.2 | $ | 10.3 | ||||||||
Granted | 15,200 | 7.1 | 5 | 128,125 | 7 | 5 | ||||||||||||
Exercised | (6,666 | ) | 1 | — | — | — | — | |||||||||||
Cancelled or expired | (66,576 | ) | 18.3 | 9.2 | (53,000 | ) | $ | 17.9 | $ | 8.7 | ||||||||
Outstanding at June 30 | 700,286 | $ | 14.6 | $ | 7.1 | 601,778 | $ | 17.5 | $ | 9.4 | ||||||||
Exercisable at June 30 | 331,498 | $ | 17.9 | $ | 6.5 | 265,970 | $ | 18.6 | $ | 8.6 | ||||||||
The aggregate intrinsic value of options outstanding as of June 30, 2014 is approximately $273,000. The aggregate intrinsic value of exercisable options as of June 30, 2014 is approximately $103,800. As of June 30, 2014, there were 368,793 unvested options with a weighted average fair value at the grant date of $8.80 per option. As of June 30, 2014, there is approximately $1,145,000 of compensation expense related to unvested awards not yet recognized. | ||||||||||||||||||
On May 24, 2013, the Company issued 33,500 restricted stock awards to certain employees. These restricted shares vested after one year and were issued when the stock price was $6.80 per share. The total expense of $227,800 was recognized ratably over the vesting period in General and Administrative and Sales and Marketing Expenses. | ||||||||||||||||||
From time to time we may grant stock options and restricted stock grants to consultants. We account for consultant stock options in accordance with ASC 505-50. Consulting expense for the grant of stock options to consultants is determined based on the estimated fair value of the stock options at the measurement date as defined in ASC 505-50 and is recognized over the vesting period. | ||||||||||||||||||
The restricted stock awards generally vest over three to five year periods. The Company recognized non-cash consulting expense of $42,228 for the first six months of 2014 and a reduction of expense of $31,229 for the six months ended June 30, 2013. As of June 30, 2014, the total expense related to nonvested restricted stock awards not yet recognized is $108,120 and is expected to be recognized over three years. | ||||||||||||||||||
Total share based compensation for employees and consultants was $688,876 and $236,880 for the six months ended June 30, 2014 and 2013, respectively. | ||||||||||||||||||
The following table summarizes restricted stock award activity during the six months ended June 30, 2014: | ||||||||||||||||||
Shares | ||||||||||||||||||
Outstanding at January 1, 2014 | 30,850 | |||||||||||||||||
Awarded | — | |||||||||||||||||
Cancelled | (7,000 | ) | ||||||||||||||||
Vested | (5,450 | ) | ||||||||||||||||
Outstanding at June 30, 2014 | 18,400 | |||||||||||||||||
Warrants
Warrants | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Other Equity Transactions [Abstract] | ' | |||||||
Other Equity Transactions [Text Block] | ' | |||||||
(9) Warrants | ||||||||
The following table summarizes our warrant activities for the six months ended June 30, 2014: | ||||||||
Weighted | ||||||||
Average | ||||||||
Exercise | ||||||||
Shares | Price | |||||||
Outstanding at January 1, 2014 | 1,087,820 | $ | 16.2 | |||||
Issued | — | — | ||||||
Exercised | — | — | ||||||
Expired | (4,000 | ) | $ | 20 | ||||
Outstanding at June 30, 2014 | 1,083,820 | $ | 16.2 | |||||
We utilize a lattice model to determine the fair market value of the warrants accounted for as liabilities. The lattice model accommodates the probability of exercise price adjustment features as outlined in the warrant agreements. We recorded an unrealized loss of $615,235 resulting from the change in the fair value of the warrant derivative liability for the first six months of 2014. Under the terms of the warrant agreement, at any time while the warrant is outstanding, the exercise price per share can be reduced to the price per share of future subsequent equity sales of our common stock or common stock equivalents that is lower than the exercise price per share as stated in the warrant agreement. | ||||||||
The estimated fair value was derived using the lattice model with the following weighted-average assumptions: | ||||||||
Six months ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Value of underlying common stock (per share) | $ | 6.8 | $ | 4.5 | ||||
Risk free interest rate | 1.76 | % | 0.72 | % | ||||
Expected term | 5.51 years | 6.21 years | ||||||
Dividend yield | 0 | % | 0 | % | ||||
Volatility | 63 | % | 63 | % | ||||
The following table summarizes our activities related to warrants accounted for as a derivative liability for the six months ended June 30, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Balance at January 1 | 600,192 | 164,971 | ||||||
Derivative warrants issued | — | 435,221 | ||||||
Derivative warrants exercised | — | — | ||||||
Balance at June 30 | 600,192 | 600,192 | ||||||
See Note 14 “Subsequent Events” for information regarding the reverse stock split. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
(10) Commitments and Contingencies | |||||
Operating Leases | |||||
We lease two office facilities under non-cancelable operating lease agreements with expiration dates in 2019 and 2023. We have the option to extend both the leases for another ten year term and for one facility, we have the right of first refusal on any sale. We lease an additional office facility under a month-to-month arrangement. Future minimum payments for the next five years and thereafter as of June 30, 2014, under these leases, are as follows: | |||||
Remainder of 2014 | $ | 171,154 | |||
2015 | 307,227 | ||||
2016 | 269,400 | ||||
2017 | 269,400 | ||||
2018 | 269,400 | ||||
Thereafter | 725,940 | ||||
Total | $ | 2,012,521 | |||
Rent expense was $158,066 and $128,481 for the six months ended June 30, 2014 and 2013, respectively. Rent expense is determined using the straight-line method of the minimum expected rent paid over the term of the agreement. We have no contingent rent agreements. | |||||
Indemnifications | |||||
Our arrangements generally include limited warranties and certain provisions for indemnifying customers against liabilities if our products or services infringe a third-party’s intellectual property rights. To date, we have not incurred any material costs as a result of such warranties or indemnifications and have not accrued any liabilities related to such obligations in the accompanying financial statements. | |||||
We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. | |||||
Pending and Threatened Litigation | |||||
On March 17, 2014, a complaint was served on the Company in the following state court action in the District Court for the County of Arapahoe, State of Colorado: Robert Taggart v. Guy Cook, Bacterin International, Inc., a Nevada Corporation and Bacterin International Holdings, Inc., a Delaware corporation, Civil Action No. 14CV30401. The complaint involves claims under an employment agreement between plaintiff and the Company seeking commissions on Company sales, a commission on funds obtained by the Company as a result of a reverse merger and vesting of certain stock options. Plaintiff seeks damages in excess of $5 million. The Company believes this case lacks legal merit and has filed counterclaims for plaintiff’s breach of his employment agreement and breach of his duty of loyalty to the Company, asserting the right to recover all compensation paid to Plaintiff during his employment as well as other damages. | |||||
On July 9, 2014, a complaint was served on the Company in the following action in the United States District Court, District of New Jersey: Middlebury Securities, LLC v. Bacterin International, Inc., Case Number 2:14-CV-03905-WJM-MF. The complaint alleges that Bacterin owes Middlebury an $80,000 fee, along with $80,000 in warrants, in connection with the March 6, 2014 extension of credit by ROS Acquisition Offshore LP, a Cayman Islands Exempted Limited Partnership. Bacterin believes this case lacks merit because there is no agreement between the parties regarding the transaction in question. | |||||
On July 14, 2014, a complaint was served on the Company in the following action in the United States Bankruptcy Court, Southern District of New York, In re: Rodman & Renshaw, LLC, Debtor, Case No. 13-10087 (REG): YANN GERON, Chapter 7 Trustee of the Estate of Rodman & Renshaw, LLC, Plaintiff, against Bacterin International Holdings, Inc. The complaint alleges that Bacterin owes a $150,000 investment banking fee in connection with Bacterin’s April 2012 accounts receivable credit facility with MidCap Financial LLC. Bacterin believes this case lack merit because the accounts receivable credit facility was not a debt or equity security covered by the engagement letter. | |||||
NYSE MKT Deficiency Notice | |||||
On May 13, 2013, we received a deficiency notice from the NYSE MKT exchange notifying us that we are not in compliance with Section 1003(a)(iii) of the Company Guide with stockholders’ equity of less than $6,000,000 and net losses in five of our most recent fiscal years and Section 1003(a)(ii) with stockholders’ equity of less than $4,000,000 and net losses in three of our four most recent fiscal years. On June 12, 2013 we submitted a plan to regain compliance with the continued listing requirements, and on June 21, 2013 the NYSE MKT informed us of the acceptance of our plan and gave us an extension until November 13, 2014 to regain compliance with the continued listing standards. On November 19, 2013, we received another letter from the NYSE MKT notifying us that we are not in compliance with Section 1003(a)(i) of the Company Guide with stockholders’ equity of less than $2,000,000 as of September 30, 2013 and net losses in two of three of our most recent fiscal years, and we submitted an amended plan to regain compliance. We will continue to be subject to periodic review by the NYSE MKT during the extension period and failure to achieve $6,000,000 in shareholder equity by the end of the extension period will result in our delisting from the exchange. There can be no assurance that our common stock will continue to be listed on the NYSE MKT. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
(11) Income Taxes | |
In evaluating the realizability of the net deferred tax assets, we take into account a number of factors, primarily relating to the ability to generate taxable income. Where it is determined that it is likely that we will be unable to realize deferred tax assets, a valuation allowance is established against the portion of the deferred tax asset. Because it cannot be accurately determined when or if we will become profitable, a valuation allowance was provided against the entire deferred income tax asset balance. | |
The 2010 through 2013 tax years remain open to examination by the Internal Revenue Service and the 2008 to 2013 tax years remain open to the Montana Department of Revenue. These taxing authorities have the authority to examine those tax years until the applicable statute of limitations expire. | |
The Company did not recognize any interest or penalties related to income taxes for the six months ended June 30, 2014 and 2013. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Cash Flow, Supplemental Disclosures [Text Block] | ' | |||||||
(12) Supplemental Disclosure of Cash Flow Information | ||||||||
Supplemental cash flow information is as follows: | ||||||||
Six Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 1,730,188 | $ | 1,873,155 | ||||
Non-cash activities: | ||||||||
Net shares issued for non-cash consulting expense | $ | 42,228 | $ | 95,115 | ||||
Issuance of shares related to debt issuance | $ | 1,095,000 | $ | — | ||||
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
(13) Related Party Transactions | |
Guy Cook was our President, Chief Executive Officer and Chairman of our Board of Directors until April 5, 2013, when he resigned. Mr. Cook has advised us that he is currently an owner and executive officer of Lattice Biologics, Inc., a competitor of ours that was formerly known as International Biologics, LLC. International Biologics, LLC was a former customer of Bacterin and was indebted to us in the amount of approximately $33,468, which was recently paid. | |
Mr. Cook assisted unrelated parties in the initial capitalization of Holgan, LLC, a former stocking distributor that purchased a bulk shipment of products from Bacterin at a discount in 2012 (“Holgan”). Holgan subsequently obtained financing from Lacuna Hedge Fund LLLP (“Lacuna”), a significant Bacterin shareholder. Holgan failed to fully pay for the products it acquired from Bacterin and defaulted under its credit agreement with Lacuna. We reached a settlement with Lacuna whereby we paid Lacuna $350,000 in exchange for a release of all claims Lacuna may have against Bacterin and its current and former directors and officers, and we understand that Mr. Cook’s new company Lattice purchased substantially all of the Bacterin products held by Holgan, with the proceeds to be paid to Lacuna. | |
Mr. Cook’s spouse was employed by Bacterin as the Director of Human Resources until April 9, 2013. Mr. Cook, together with his adult children, owned and operated Silver Forest Fund, LP (“Silver Forest”), a former distributor of Bacterin products. We terminated the contractual relationship with Silver Forest on October 24, 2013. In 2012, Silver Forest purchased Bacterin products from an unaffiliated former distributor and subsequently exchanged some of those products for different Bacterin products of equivalent value. Other than product exchanges and payment of amounts owed by the non-affiliated distributor, there were no other direct transactions between Bacterin and Silver Forest. In 2012, Mr. Cook pledged 185,000 shares of Bacterin stock as collateral for loans made for the benefit of Silver Forest. | |
Mr. Cook remains our largest stockholder with beneficial ownership of approximately 9% of our outstanding common stock. | |
Mr. Cook also formerly served as a board member of West Coast Tissue Services (“WCTS”) and American Donor Services (“ADS”). Mr. Cook did not receive any compensation for his board service from either entity. Darrel Holmes, our Chief Operating Officer, and Mitchell Godfrey, a former director, also serve on the board of ADS, and Mr. Godfrey also serves as secretary and treasurer for ADS. Mssrs. Godfrey and Holmes received $5,000 per year for their service to ADS. ADS and WCTS recover tissue from donors. We reimburse them for their recovery fees, which are comprised primarily of labor costs. The approximate aggregate amount of all transactions with WCTS for the six months ended June 30, 2014 and 2013 was $98,600 and $337,900, respectively, and the approximate aggregate amount of all transactions with ADS for the six months ended June 30, 2014 and 2013 was $1,897,489 and $909,120, respectively. These relationships have benefited us, as these entities provide us with donors, thus insuring that we have a pipeline of current and future donors, which is necessary to our success. | |
Unless delegated to the Compensation Committee by the Board of Directors, the Audit Committee or the disinterested members of the full Board of Directors reviews and approves all related party transactions. | |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
(14) Subsequent Events | |
The Company recently completed a 1:10 reverse split of its common stock, effective at the close of business on Friday, July 25, 2014 and in effect for trading purposes on Monday, July 28, 2014. The reverse stock split was approved by the company’s shareholders at the 2014 Annual Meeting of Shareholders held June 11, 2014. | |
In August 2014, the Company offered 1,143,000 shares of its common stock at $5.70 per share and warrants to purchase 571,500 shares of its common stock at an exercise price of $7.12 per share to the public. Gross proceeds of the offering were approximately $6.5 million. Net proceeds from the offering were approximately $5.8 million and are expected to be used for working capital and general corporate purposes including the continued expansion of the company’s sales force and increasing inventory levels to support anticipated future growth. The offering closed on August 6, 2014. |
Business_Description_and_Summa1
Business Description and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Business Description [Policy Text Block] | ' | |||||||
Business Description | ||||||||
The accompanying consolidated financial statements include the accounts of Bacterin International Holdings, Inc., a Delaware corporation, and its wholly owned subsidiary, Bacterin International, Inc., a Nevada corporation, (collectively, the “Company” or “Bacterin”). All intercompany balances and transactions have been eliminated in consolidation. Bacterin’s biologics division develops, manufactures and markets biologics products to domestic and international markets. Bacterin’s proprietary methods are used in human allografts to create stem cell scaffolds and promote bone and other tissue growth. These products are used in a variety of applications including enhancing fusion in spine surgery, relief of back pain with a facet joint stabilization, promotion of bone growth in foot and ankle surgery, promotion of skull healing following neurosurgery and regeneration in knee and other joint surgeries. | ||||||||
Bacterin’s device division develops bioactive coatings based on proprietary knowledge of the phenotypical changes made by microbes as they sense and adapt to changes in their environment. Bacterin develops, employs, and licenses bioactive coatings for various medical device applications. | ||||||||
An operating segment is a component of an enterprise whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The primary performance measure used by management is net income or loss. The Company operates in two distinct lines of business consisting of the biologics and devices divisions. However, due to the immaterial revenue from devices to date, the Company reports as one segment. | ||||||||
The Company’s revenue is derived principally from the sale or license of its medical products, coatings and device implants. The markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company’s operating results. The Company’s business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution model, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available tissue donors could have an adverse impact on our business. | ||||||||
The accompanying interim condensed consolidated financial statements of Bacterin for the three and six months ended June 30, 2014 and 2013 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual financial statements, but in the opinion of management, include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results which may be achieved in the future for the full year ending December 31, 2014. | ||||||||
These financial statements should be read in conjunction with the financial statements and notes thereto which are included in Bacterin’s Annual Report on Form 10-K for the year ended December 31, 2013. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. | ||||||||
Reverse stock split | ' | |||||||
Reverse Stock Split | ||||||||
The Company completed a 1:10 reverse split of its common stock, effective at the close of business on Friday, July 25, 2014 and in effect for trading purposes on Monday, July 28, 2014. The reverse stock split was approved by the Company’s shareholders at the 2014 Annual Meeting of Shareholders on June 11, 2014. All references to common shares, stock option, restricted stock units, warrants, and per share amounts have been retroactively adjusted to reflect the reverse stock split for all periods presented. | ||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | |||||||
Concentrations and Credit Risk | ||||||||
The Company’s accounts receivable are due from a variety of health care organizations and distributors throughout the world. Approximately 99% and 98% of sales were in the United States for the six months ended June 30, 2014 and 2013, respectively. One customer accounted for approximately 8% of the Company’s revenue for the six months ended June 30, 2013. One customer represented 15% of accounts receivable at June 30, 2013. No single customer accounted for more than 10% of revenue or accounts receivable for the six months ended June 30, 2014. The Company provides for uncollectible amounts when specific credit issues arise. Management’s estimates for uncollectible amounts have been adequate during prior periods, and management believes that all significant credit risks have been identified at June 30, 2014. | ||||||||
Revenue by geographical region is as follows: | ||||||||
Six months ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
United States | $ | 17,509,988 | $ | 16,562,064 | ||||
Rest of World | 286,914 | 323,591 | ||||||
$ | 17,796,902 | $ | 16,885,655 | |||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||
Use of Estimates | ||||||||
The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment and intangible assets; valuation allowances for trade receivables and deferred income tax assets; valuation of the warrant derivative liability; inventory reserve; royalty liability; and estimates for the fair value of stock options grants and other equity awards upon which the Company determines stock-based compensation expense. Actual results could differ from those estimates. | ||||||||
Reclassifications | ' | |||||||
Reclassifications | ||||||||
Certain comparative balances for the three and six months ended June 30, 2013 have been reclassified to make them consistent with the current year presentation. The reclassifications had no effect on the net income for 2013. | ||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |||||||
Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value. At times the Company maintains deposits in financial institutions in excess of federally insured limits. | ||||||||
Receivables, Policy [Policy Text Block] | ' | |||||||
Accounts Receivable | ||||||||
Accounts receivable represents amounts due from customers for which revenue has been recognized. Normal terms on trade accounts receivable are net 30 days and some customers are offered discounts for early pay. The Company performs credit evaluations when considered necessary, but generally does not require collateral to extend credit. | ||||||||
The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing receivables. The Company determines the allowance based on factors such as historical collection experience, customer’s current creditworthiness, customer concentration, age of accounts receivable balance, general economic conditions that may affect a customer’s ability to pay and management judgment. Actual customer collections could differ from estimates. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions to the allowance for doubtful accounts are charged to expense. The Company does not have any off-balance sheet credit exposure related to its customers. | ||||||||
Inventory, Policy [Policy Text Block] | ' | |||||||
Inventories | ||||||||
Inventories are stated at the lower of cost or market. Cost is determined using the specific identification method and includes materials, labor and overhead. The Company calculates an inventory reserve for estimated obsolescence or excess inventory based on historical usage and sales, as well as assumptions about future demand for its products. These estimates for excess and obsolete inventory are reviewed and updated on a quarterly basis. Increases in the inventory reserves result in a corresponding expense, which is generally recorded to cost of tissue and medical devices sales. Inventories where the sales cycle is estimated to be beyond twelve months are classified as Non-current inventories. | ||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | |||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to seven years for computers and equipment, and 30 years for buildings. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the lease. Repairs and maintenance are expensed as incurred. | ||||||||
Derivatives, Reporting of Derivative Activity [Policy Text Block] | ' | |||||||
Derivative Instruments | ||||||||
The Company accounts for its derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815 “Accounting for Derivative Instruments and Hedging Activities”. The only derivative instruments presented in the accompanying consolidated financial statements relates to warrants issued in connection with certain debt financings. The Company has not designated its warrant derivative liability as a hedging instrument as described in ASC 815 and any changes in the fair market value of the warrant derivative liability is recognized in the consolidated statement of operations during the period of change. See Note 9, “Warrants” below. | ||||||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | ' | |||||||
Intangible Assets | ||||||||
Intangible assets with estimable useful lives must be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or circumstances indicate their carrying amount may not be recoverable. Intangible assets include trademarks, customer lists and patents and include costs to acquire and protect Company patents. Intangible assets are carried at cost less accumulated amortization. The Company amortizes these assets on a straight-line basis over their estimated useful lives of five years for customer lists and 15 years for all other intangible assets. | ||||||||
Accounts Payable Related Party Policy [Policy Text Block] | ' | |||||||
Accounts Payable - Related Party | ||||||||
Accounts payable to a related party includes amounts due to American Donor Services, a supplier of donors to the Company. See Note 13, “Related Party Transactions” below. | ||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||||
Revenue Recognition | ||||||||
Revenue is recognized when all of the following criteria are met: a) the Company has entered into a legally binding agreement with the customer; b) the products or services have been delivered; c) the Company’s fee for providing the products and services is fixed or determinable; and d) collection of the Company’s fee is probable. | ||||||||
The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. If an arrangement includes a right of acceptance or a right to cancel, revenue is recognized when acceptance is received or the right to cancel has expired. | ||||||||
The Company ships to certain customers under consignment arrangements whereby the Company’s product is stored by the customer. The customer is required to report the use to the Company and upon such notice, the Company invoices the customer and revenue is recognized when above criteria has been met. | ||||||||
The Company also receives royalty revenue from third parties related to licensing agreements. The Company has royalty agreements with RyMed and Bard Access Systems. Revenue under these agreements represented less than 2% of total revenue for the three and six months ended June 30, 2014 and 2013. | ||||||||
Non Cash Consulting Expense [Policy Text Block] | ' | |||||||
Non-Cash Consulting Expense | ||||||||
From time to time, the Company issues restricted stock awards to consultants and advisors to the Company. These awards are measured at fair value at each reporting date, recognized ratably over the vesting period and are recorded in non-cash consulting expense. | ||||||||
Advertising Costs, Policy [Policy Text Block] | ' | |||||||
Advertising Costs | ||||||||
The Company expenses advertising costs as incurred. The Company had advertising expense of $27,914 and $230,693 for the six months ended June 30, 2014 and 2013, respectively. | ||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | |||||||
Research and Development | ||||||||
Research and development costs, which are principally related to internal costs for the development of new technologies and processes for tissue and coatings, are expensed as incurred. | ||||||||
Income Tax, Policy [Policy Text Block] | ' | |||||||
Income Taxes | ||||||||
The Company accounts for income taxes under the asset and liability method of accounting for deferred taxes as prescribed under FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. 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 income in the period that includes the enactment date. When applicable, a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. ASC 740 also provides guidance on the presentation of tax matters and the recognition of potential IRS interest and penalties. The Company classifies penalty and interest expense related to income tax liabilities as an income tax expense. There are no significant interest and penalties recognized in the statement of operations or accrued on the balance sheet. See Note 11, “Income Taxes” below. | ||||||||
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | ' | |||||||
Long-Lived Assets | ||||||||
Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. No impairment was recorded during the six months ended June 30, 2014 or 2013. | ||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||
Net Loss Per Share | ||||||||
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net income (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the three and six months ended June 30, 2014 and 2013, as shares issuable upon the exercise of stock options and warrants were anti-dilutive as a result of the net losses incurred for those periods. Dilutive earnings per share are not reported as their effects of including 1,784,107 and 1,715,849 outstanding stock options and warrants for the six months ended June 30, 2014 and 2013, respectively, are anti-dilutive. | ||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |||||||
Stock-Based Compensation | ||||||||
The Company records stock-compensation expense according to the provisions of FASB ASC 718 “Compensation — Stock Compensation”. Under ASC 718, stock-based compensation costs are recognized based on the estimated fair value at the grant date for all stock-based awards. The Company estimates grant date fair values using the Black-Scholes-Merton option pricing model, which requires assumptions of the life of the award and the stock price volatility over the term of the award. The Company records compensation cost of stock-based awards using the straight line method, which is recorded into earnings over the vesting period of the award. Pursuant to the income tax provisions included in ASC 718-740, the Company has elected the “short cut method” of computing its hypothetical pool of additional paid-in capital that is available to absorb future tax benefit shortfalls. | ||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | |||||||
Fair Value of Financial Instruments | ||||||||
The carrying values of financial instruments, including trade accounts receivable, accounts payable, other accrued expenses and long-term debt, approximate their fair values based on terms and related interest rates. | ||||||||
The Company follows a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | ||||||||
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. | ||||||||
Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||||
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||||||||
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. During the six months ended June 30, 2014 and 2013, there was no reclassification in financial assets or liabilities between Level 1, 2 or 3 categories. | ||||||||
The following tables set forth by level, within the fair value hierarchy, our assets and liabilities as of June 30, 2014 and December 31, 2013 that are measured at fair value on a recurring basis: | ||||||||
Accrued stock compensation | ||||||||
As of | As of | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Level 1 | $ | 1 | $ | 211,212 | ||||
Level 2 | — | — | ||||||
Level 3 | — | — | ||||||
The valuation technique used to measure fair value of the accrued stock compensation is based on quoted stock market prices. | ||||||||
Warrant derivative liability | ||||||||
As of | As of | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Level 1 | — | — | ||||||
Level 2 | — | — | ||||||
Level 3 | $ | 2,209,863 | $ | 1,594,628 | ||||
The valuation technique used to measure fair value of the warrant liability is based on a lattice model and significant assumptions and inputs determined by us. | ||||||||
Level 3 Changes | ||||||||
The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ending June 30, 2014: | ||||||||
Warrant derivative liability | ||||||||
Balance at January 1, 2014 | $ | 1,594,628 | ||||||
Loss recognized in earnings | 615,235 | |||||||
Balance at June 30, 2014 | $ | 2,209,863 | ||||||
During the six months ended June 30, 2014, the Company did not change any of the valuation techniques used to measure its liabilities at fair value. | ||||||||
Items measured at fair value on a non-recurring basis: | ||||||||
The Company’s royalty liability is carried at its estimated fair value based upon the discounted present value of the payments using an estimated discount rate. The Company did not have access to a readily traded market for similar credit risks and the estimated interest rate was based upon the Company’s estimate of a market interest rate to obtain similar financing. | ||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |||||||
Recent Accounting Pronouncements | ||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition guidance in Topic 605, Revenue Recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. This standard is effective for annual reporting periods beginning after December 15, 2016. ASU 2014-09 is not expected to have a material impact on our consolidated financial position, results of operations, or cash flows. |
Business_Description_and_Summa2
Business Description and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Schedule Of Concentration Of Risk Revenue By Geographical Region [Table Text Block] | ' | |||||||
Six months ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
United States | $ | 17,509,988 | $ | 16,562,064 | ||||
Rest of World | 286,914 | 323,591 | ||||||
$ | 17,796,902 | $ | 16,885,655 | |||||
Schedule Of Accrued Stock Compensation [Table Text Block] | ' | |||||||
As of | As of | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Level 1 | $ | 1 | $ | 211,212 | ||||
Level 2 | — | — | ||||||
Level 3 | — | — | ||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||
As of | As of | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Level 1 | — | — | ||||||
Level 2 | — | — | ||||||
Level 3 | $ | 2,209,863 | $ | 1,594,628 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||||
Balance at January 1, 2014 | $ | 1,594,628 | ||||||
Loss recognized in earnings | 615,235 | |||||||
Balance at June 30, 2014 | $ | 2,209,863 | ||||||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule Of Inventory [Table Text Block] | ' | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Current inventories | ||||||||
Raw materials | $ | 3,400,009 | $ | 2,710,091 | ||||
Work in process | 2,816,580 | 3,333,672 | ||||||
Finished goods | 5,465,603 | 5,775,813 | ||||||
11,682,192 | 11,819,576 | |||||||
Reserve | (1,165,148 | ) | (1,065,976 | ) | ||||
Current inventories, total | 10,517,044 | 10,753,600 | ||||||
Non-current inventories | ||||||||
Finished goods | 3,171,932 | 3,341,411 | ||||||
Reserve for obsolescence | (1,344,857 | ) | (1,221,459 | ) | ||||
Non-current inventories, total | 1,827,075 | 2,119,952 | ||||||
Total inventories | $ | 12,344,119 | $ | 12,873,552 | ||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Buildings | $ | 1,658,396 | $ | 1,653,263 | ||||
Equipment | 5,239,736 | 5,768,478 | ||||||
Computer equipment | 283,697 | 312,650 | ||||||
Computer software | 378,034 | 395,146 | ||||||
Furniture and fixtures | 156,234 | 170,118 | ||||||
Leasehold improvements | 2,335,690 | 1,808,461 | ||||||
Vehicles | 41,099 | 41,099 | ||||||
Total cost | 10,092,886 | 10,149,215 | ||||||
Less: accumulated depreciation | (5,204,497 | ) | (4,968,659 | ) | ||||
$ | 4,888,388 | $ | 5,180,556 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets [Table Text Block] | ' | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Intellectual Property | ||||||||
Gross carrying value | $ | 967,871 | $ | 891,034 | ||||
Accumulated amortization | (341,902 | ) | (304,069 | ) | ||||
Net carrying value | $ | 625,969 | $ | 586,965 | ||||
Aggregate amortization expense for the six months ended June 30, 2014 and 2013, respectively: | $ | 37,833 | $ | 37,834 | ||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||
Remainder of 2014 | $ | 42,954 | ||||||
2015 | 80,786 | |||||||
2016 | 80,786 | |||||||
2017 | 80,786 | |||||||
2018 | 80,786 | |||||||
Thereafter | 259,871 | |||||||
Total | $ | 625,969 |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued stock compensation | 1 | 211,212 | ||||||
Wages/commissions payable | 1,320,713 | 1,728,576 | ||||||
Other accrued expenses | 727,340 | 1,645,249 | ||||||
$ | 2,048,054 | $ | 3,585,037 | |||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Loan payable to ROS Acquisition Offshore, LIBOR plus 12.13% maturing August 2019 | $ | 24,000,000 | $ | 20,000,000 | ||||
Adjustment fee payable to ROS Acquisition Offshore, due in August 2019 | 700,000 | 700,000 | ||||||
6.00% loan payable to Valley Bank of Belgrade, $10,746 monthly payments including interest, maturing December 24, 2030; secured by building | 1,350,789 | 1,375,030 | ||||||
26,050,789 | 22,075,030 | |||||||
Less: current portion | (49,177 | ) | (47,727 | ) | ||||
Debt discount | (5,953,585 | ) | (5,642,058 | ) | ||||
Long-term debt | $ | 20,048,027 | $ | 16,385,245 | ||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||||||
Remainder of 2014 | $ | 24,221 | ||||||
2015 | 50,671 | |||||||
2016 | 4,053,796 | |||||||
2017 | 8,057,114 | |||||||
2018 | 8,060,637 | |||||||
Thereafter | 5,804,350 | |||||||
Total | $ | 26,050,789 | ||||||
Schedule Of Royalty Payments [Table Text Block] | ' | |||||||
Remainder of 2014 | $ | 426,500 | ||||||
2015 | 1,000,750 | |||||||
2016 | 1,229,250 | |||||||
2017 | 1,360,250 | |||||||
2018 | 1,462,750 | |||||||
Thereafter | 7,201,575 | |||||||
Total | $ | 12,681,075 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||||||||
2014 | 2013 | |||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||
Average | Average Fair | Average | Average Fair | |||||||||||||||
Exercise Price | Value at Grant | Exercise Price | Value at Grant | |||||||||||||||
Date | Date | |||||||||||||||||
Outstanding at January 1 | 758,328 | $ | 14.9 | $ | 8.6 | 526,653 | $ | 20.2 | $ | 10.3 | ||||||||
Granted | 15,200 | 7.1 | 5 | 128,125 | 7 | 5 | ||||||||||||
Exercised | (6,666 | ) | 1 | — | — | — | — | |||||||||||
Cancelled or expired | (66,576 | ) | 18.3 | 9.2 | (53,000 | ) | $ | 17.9 | $ | 8.7 | ||||||||
Outstanding at June 30 | 700,286 | $ | 14.6 | $ | 7.1 | 601,778 | $ | 17.5 | $ | 9.4 | ||||||||
Exercisable at June 30 | 331,498 | $ | 17.9 | $ | 6.5 | 265,970 | $ | 18.6 | $ | 8.6 | ||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | ' | |||||||||||||||||
Shares | ||||||||||||||||||
Outstanding at January 1, 2014 | 30,850 | |||||||||||||||||
Awarded | — | |||||||||||||||||
Cancelled | (7,000 | ) | ||||||||||||||||
Vested | (5,450 | ) | ||||||||||||||||
Outstanding at June 30, 2014 | 18,400 | |||||||||||||||||
Warrants_Tables
Warrants (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Other Equity Transactions [Abstract] | ' | |||||||
Schedule Of Warrant Activity [Table Text Block] | ' | |||||||
Weighted | ||||||||
Average | ||||||||
Exercise | ||||||||
Shares | Price | |||||||
Outstanding at January 1, 2014 | 1,087,820 | $ | 16.2 | |||||
Issued | — | — | ||||||
Exercised | — | — | ||||||
Expired | (4,000 | ) | $ | 20 | ||||
Outstanding at June 30, 2014 | 1,083,820 | $ | 16.2 | |||||
Schedule Of Warrant Valuation Assumptions [Table Text Block] | ' | |||||||
Six months ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Value of underlying common stock (per share) | $ | 6.8 | $ | 4.5 | ||||
Risk free interest rate | 1.76 | % | 0.72 | % | ||||
Expected term | 5.51 years | 6.21 years | ||||||
Dividend yield | 0 | % | 0 | % | ||||
Volatility | 63 | % | 63 | % | ||||
Schedule Of Warrants Activities Accounted For As A Derivative Liability [Table Text Block] | ' | |||||||
2014 | 2013 | |||||||
Balance at January 1 | 600,192 | 164,971 | ||||||
Derivative warrants issued | — | 435,221 | ||||||
Derivative warrants exercised | — | — | ||||||
Balance at June 30 | 600,192 | 600,192 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Remainder of 2014 | $ | 171,154 | |||
2015 | 307,227 | ||||
2016 | 269,400 | ||||
2017 | 269,400 | ||||
2018 | 269,400 | ||||
Thereafter | 725,940 | ||||
Total | $ | 2,012,521 |
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | ' | |||||||
Six Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 1,730,188 | $ | 1,873,155 | ||||
Non-cash activities: | ||||||||
Net shares issued for non-cash consulting expense | $ | 42,228 | $ | 95,115 | ||||
Issuance of shares related to debt issuance | $ | 1,095,000 | $ | — | ||||
Business_Description_and_Summa3
Business Description and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Total Revenues | $8,883,932 | $8,266,848 | $17,796,902 | $16,885,655 |
US [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Total Revenues | ' | ' | 17,509,988 | 16,562,064 |
Rest Of World [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Total Revenues | ' | ' | $286,914 | $323,591 |
Business_Description_and_Summa4
Business Description and Summary of Significant Accounting Policies (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Accrued stock compensation | $1 | $211,212 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Accrued stock compensation | 1 | 211,212 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Accrued stock compensation | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Accrued stock compensation | $0 | $0 |
Business_Description_and_Summa5
Business Description and Summary of Significant Accounting Policies (Details 2) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant derivative liability | $2,209,863 | $1,594,628 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant derivative liability | $2,209,863 | $1,594,628 |
Business_Description_and_Summa6
Business Description and Summary of Significant Accounting Policies (Details 3) (Warrant [Member], Derivative [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Warrant [Member] | Derivative [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Balance at January 1, 2014 | $1,594,628 |
Loss recognized in earnings | 615,235 |
Balance at March 31, 2014 | $2,209,863 |
Business_Description_and_Summa7
Business Description and Summary of Significant Accounting Policies (Details Textual) (USD $) | 6 Months Ended | 0 Months Ended | |||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 25, 2014 | |
Sales Revenue, Net [Member] | Sales Revenue, Net [Member] | Accounts Receivable [Member] | Other Intangible Assets [Member] | Customer Lists [Member] | Building [Member] | Computers and Equipment [Member] | Computers and Equipment [Member] | Geographic Concentration Risk [Member] | Geographic Concentration Risk [Member] | Subsequent Event [Member] | |||
Minimum [Member] | Maximum [Member] | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 |
Concentration Risk, Percentage | ' | ' | 10.00% | 8.00% | 15.00% | ' | ' | ' | ' | ' | 99.00% | 98.00% | ' |
Estimable useful lives | ' | ' | ' | ' | ' | '15 years | '5 years | '30 years | '3 years | '7 years | ' | ' | ' |
Advertising Expense | $27,914 | $230,693 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Number Diluted Shares Outstanding Adjustment, Total | 1,784,107 | 1,715,849 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty Revenue Description | 'The Company has royalty agreements with RyMed and Bard Access Systems. Revenue under these agreements represented less than 2% of total revenue for the three and six months ended June 30, 2014 and 2013. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |
Nov. 14, 2013 | Jun. 10, 2013 | Mar. 31, 2014 | Nov. 30, 2013 | Mar. 31, 2014 | |
Common Stock [Member] | Restricted Stock [Member] | Credit Agreement [Member] | |||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Stock issued (in shares) | ' | 851,000 | 150,000 | 150,000 | ' |
Stock Issued During Period, Price Per Share | ' | $5.70 | ' | ' | ' |
Stock Issued During Period, Percentage Of Discount Based On 4 June 2013 Closing Price | ' | 10.00% | ' | ' | ' |
Warrants Issued In Offering, Right To Acquire Common Shares Per Warrant | ' | 0.5 | ' | ' | ' |
Warrants Issued In Offering, Exercise Price | ' | $7.20 | ' | ' | ' |
Warrant Issued In Offering, Percentage Of Premium Based On 4 June 2013 Closing Price | ' | 15.00% | ' | ' | ' |
Proceeds from Issuance or Sale of Equity, Total | $10,500,000 | $4,450,000 | ' | ' | ' |
Payments of Stock Issuance Costs | ' | 400,000 | ' | ' | ' |
Proceeds from Lines of Credit | ' | ' | ' | ' | $4,000,000 |
Inventories_Details
Inventories (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current inventories | ' | ' |
Raw materials | $3,400,009 | $2,710,091 |
Work in process | 2,816,580 | 3,333,672 |
Finished goods | 5,465,603 | 5,775,813 |
Inventory, Gross | 11,682,192 | 11,819,576 |
Reserve | -1,165,148 | -1,065,976 |
Current inventories, total | 10,517,044 | 10,753,600 |
Non-current inventories | ' | ' |
Finished goods | 3,171,932 | 3,341,411 |
Reserve for obsolescence | -1,344,857 | -1,221,459 |
Non-current inventories, total | 1,827,075 | 2,119,952 |
Total inventories | $12,344,119 | $12,873,552 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | $10,092,886 | $10,149,215 |
Less: accumulated depreciation | -5,204,497 | -4,968,659 |
Property and equipment, net | 4,888,388 | 5,180,556 |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 1,658,396 | 1,653,263 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 5,239,736 | 5,768,478 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 283,697 | 312,650 |
Computer software[Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 378,034 | 395,146 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 156,234 | 170,118 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 2,335,690 | 1,808,461 |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | $41,099 | $41,099 |
Property_and_Equipment_Net_Det1
Property and Equipment, Net (Details Textual) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Capital Leased Assets, Gross | $443,060 | ' |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 154,455 | ' |
Cost of Property Repairs and Maintenance | 140,504 | 146,422 |
Depreciation | $307,747 | $357,015 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Intellectual Property | ' | ' | ' |
Gross carrying value | $967,871 | ' | $891,034 |
Accumulated amortization | -341,902 | ' | -304,069 |
Net carrying value | 625,969 | ' | 586,965 |
Aggregate amortization expense: | $37,833 | $37,834 | ' |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Jun. 30, 2014 |
Estimated amortization expense: | ' |
Remainder of 2014 | $42,954 |
2015 | 80,786 |
2016 | 80,786 |
2017 | 80,786 |
2018 | 80,786 |
Thereafter | 259,871 |
Total | $625,969 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Accrued Liabilities [Line Items] | ' | ' |
Accrued stock compensation | $1 | $211,212 |
Wages/commissions payable | 1,320,713 | 1,728,576 |
Other accrued expenses | 727,340 | 1,645,249 |
Accrued Liabilities Current | $2,048,054 | $3,585,037 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | $26,050,789 | $22,075,030 |
Less: Current portion | -49,177 | -47,727 |
Debt discount | -5,953,585 | -5,642,058 |
Long-term debt | 20,048,027 | 16,385,245 |
Ros Acquisition Offshore [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | 24,000,000 | 20,000,000 |
Adjustment fee payable to ROS Acquisition Offshore, due in August 2019 | 700,000 | 700,000 |
Valley Bank Of Belgrade [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | $1,350,789 | $1,375,030 |
Longterm_Debt_Details_1
Long-term Debt (Details 1) (USD $) | Jun. 30, 2014 |
Schedule of maturities due on debt [Line Items] | ' |
Remainder of 2014 | $24,221 |
2015 | 50,671 |
2016 | 4,053,796 |
2017 | 8,057,114 |
2018 | 8,060,637 |
Thereafter | 5,804,350 |
Total | $26,050,789 |
Longterm_Debt_Details_2
Long-term Debt (Details 2) (USD $) | Jun. 30, 2014 |
Estimated future royalty payments [Line Items] | ' |
Remainder of 2014 | $426,500 |
2015 | 1,000,750 |
2016 | 1,229,250 |
2017 | 1,360,250 |
2018 | 1,462,750 |
Thereafter | 7,201,575 |
Total | $12,681,075 |
Longterm_Debt_Details_Textual
Long-term Debt (Details Textual) (USD $) | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||||
Mar. 06, 2014 | Aug. 12, 2013 | 16-May-13 | Jun. 30, 2014 | Aug. 24, 2012 | Jun. 30, 2014 | Mar. 06, 2014 | Nov. 14, 2013 | 16-May-13 | Aug. 24, 2012 | Mar. 06, 2014 | Jun. 30, 2014 | Aug. 12, 2013 | |
Midcap and Silicon Valley Bank [Member] | Valley Bank Of Belgrade [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Repurchase Option [Member] | |||||
Prepayment Penalties [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unused Borrowing Capacity, Amount | $4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | 10,746 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR plus 12.13%, subject to a LIBOR floor rate of 1.0%. | 'LIBOR plus 12.13% maturing August 2019 | ' |
Royalty Expenses Description | ' | ' | ' | ' | ' | ' | 'royalty of 1.75% on the first $45,000,000 of net sales, plus 1.0% of net sales in excess of $45,000,000 for ten years. | ' | ' | ' | ' | ' | ' |
Proceeds from Other Debt | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty liability related to financing | ' | ' | ' | 13,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amendment To Credit Agreement, Minimum Liquidity Requirement Amount | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' |
Minimum Liquidity Requirement Amount | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 150,000 | ' | ' | ' | ' | ' | 150,000 | 150,000 | ' | ' | ' | ' | ' |
Line of Credit Facility Additional Fee Percentage | ' | 2.00% | 1.50% | 3.50% | ' | 6.00% | ' | ' | ' | ' | ' | ' | 3.50% |
Line of Credit Facility Prior Additional Fee Percentage | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Lines of Credit | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Current Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' |
Royalty Expense | ' | ' | ' | $7,401,635 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date, Description | ' | ' | ' | ' | ' | 'December 24, 2030 | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Schedule of activity under stock option plans [Line Items] | ' | ' |
Outstanding at January 1, Shares | 758,328 | 526,653 |
Granted, Shares | 15,200 | 128,125 |
Exercised, Shares | -6,666 | 0 |
Cancelled or expired, Shares | -66,576 | -53,000 |
Outstanding at June 30, Shares | 700,286 | 601,778 |
Exercisable at June 30, Shares | 331,498 | 265,970 |
Outstanding at January 1, Weighted Average Exercise Price | $14.90 | $20.20 |
Granted, Weighted Average Exercise Price | $7.10 | $7 |
Exercised, Weighted Average Exercise Price | $1 | $0 |
Cancelled or expired, Weighted Average Exercise Price | $18.30 | $17.90 |
Outstanding at June 30, Weighted Average Exercise Price | $14.60 | $17.50 |
Exercisable at June 30, Weighted Average Exercise Price | $17.90 | $18.60 |
Outstanding at January 1, Weighted Average Fair Value At Grant Date | $8.60 | $10.30 |
Granted, Weighted Average Fair Value At Grant Date | $5 | $5 |
Exercised, Weighted Average Fair Value At Grant Date | $0 | $0 |
Cancelled or expired, Weighted Average Fair Value At Grant Date | $9.20 | $8.70 |
Outstanding at June 30, Weighted Average Fair Value At Grant Date | $7.10 | $9.40 |
Exercisable at June 30, Weighted Average Fair Value At Grant Date | $6.50 | $8.60 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2014 | |
Restricted stock award activity [Line Items] | ' |
Outstanding at Jan. 1, 2014, Shares | 30,850 |
Awarded, Shares | 0 |
Cancelled, Shares | -7,000 |
Vested, Shares | -5,450 |
Outstanding at March 31, 2014, Shares | 18,400 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details Textual) (USD $) | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Aug. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | 24-May-13 | Jun. 30, 2014 | Jun. 30, 2013 | |
Chief Executive Officer [Member] | Employees and Consultants [Member] | Employees and Consultants [Member] | Employee Stock Option [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 76,200 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | ' | ' | ' | ' | ' | $273,000 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | ' | ' | ' | ' | ' | 103,800 | ' | ' | ' |
Share Based Compensation Arrangements By Share Based Payment Award Options Unvested Options | ' | ' | ' | ' | ' | 368,793 | ' | ' | ' |
Granted, Weighted Average Fair Value At Grant Date | $5 | $5 | ' | ' | ' | $8.80 | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | 688,876 | 236,880 | 1,145,000 | ' | 42,228 | 31,229 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Minimum Vesting Period | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Maximum Vesting Period | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | ' | ' | ' | ' | ' | ' | ' | 108,120 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | ' | ' | ' | ' | ' | 33,500 | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | ' | ' | ' | ' | ' | ' | $227,800 | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Issue Price On Grand Date | ' | ' | ' | ' | ' | ' | $6.80 | ' | ' |
Forfeiture Rate | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 15,200 | 128,125 | 200,000 | ' | ' | ' | ' | ' | ' |
Warrants_Details
Warrants (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
warrant activity [Line Items] | ' |
Outstanding at January 1, 2014, shares | 1,087,820 |
Issued, Shares | 0 |
Exercised, Shares | 0 |
Expired, Shares | -4,000 |
Outstanding at June 30, 2014, Shares | 1,083,820 |
Outstanding at January 1, 2014, Weighted Average Exercise Price | $16.20 |
Issued, Weighted Average Exercise Price | $0 |
Exercised, Weighted Average Exercise Price | $0 |
Expired, Weighted Average Exercise Price | $20 |
Outstanding at June 30, 2014, Weighted Average Exercise Price | $16.20 |
Warrants_Details_1
Warrants (Details 1) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Value of underlying common stock (per share) | $6.80 | $4.50 |
Risk free interest rate | 1.76% | 0.72% |
Expected term | '5 years 6 months 4 days | '6 years 2 months 16 days |
Dividend yield | 0.00% | 0.00% |
Volatility | 63.00% | 63.00% |
Warrants_Details_2
Warrants (Details 2) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Class of Warrant or Right [Line Items] | ' | ' |
Outstanding at January 1, 2014, shares | 1,087,820 | ' |
Derivative warrants issued | 0 | ' |
Outstanding at June 30, 2014, Shares | 1,083,820 | ' |
Warrant [Member] | Derivative [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Outstanding at January 1, 2014, shares | 600,192 | 164,971 |
Derivative warrants issued | 0 | 435,221 |
Derivative warrants exercised | 0 | 0 |
Outstanding at June 30, 2014, Shares | 600,192 | 600,192 |
Warrants_Details_Textual
Warrants (Details Textual) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Class of Warrant or Right [Line Items] | ' |
Unrealized Gain On Warranty Derivative Liability | $615,235 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Jun. 30, 2014 |
Schedule of future minimum payments by operating lease [Line Items] | ' |
Remainder of 2014 | $171,154 |
2015 | 307,227 |
2016 | 269,400 |
2017 | 269,400 |
2018 | 269,400 |
Thereafter | 725,940 |
Total | $2,012,521 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 6 Months Ended | ||||
Mar. 17, 2014 | Nov. 19, 2013 | 13-May-13 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 09, 2014 | Jul. 14, 2014 | |
Middlebury Securities, LLC v. Bacterin International, Inc | Rodman & Renshaw, LLC, Debtor | ||||||
Subsequent Event [Member] | Subsequent Event [Member] | ||||||
Ros Acquisition Offshore [Member] | Midcap and Silicon Valley Bank [Member] | ||||||
Schedule of commitment and contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense, Net | ' | ' | ' | $158,066 | $128,481 | ' | ' |
Loss Contingency, Damages Sought, Value | 5,000,000 | ' | ' | ' | ' | ' | ' |
Fee payable | ' | ' | ' | ' | ' | 80,000 | ' |
Warrants payable | ' | ' | ' | ' | ' | 80,000 | ' |
Investment banking fee payable | ' | ' | ' | ' | ' | ' | 150,000 |
Market Exchange Notification Description | ' | 'On November 19, 2013, we received another letter from the NYSE MKT notifying us that we are not in compliance with Section 1003(a)(i) of the Company Guide with stockholders? equity of less than $2,000,000 as of September 30, 2013 and net losses in two of three of our most recent fiscal years, and we submitted an amended plan to regain compliance. | 'On May 13, 2013, we received a deficiency notice from the NYSE MKT exchange notifying us that we are not in compliance with Section 1003(a)(iii) of the Company Guide with stockholders? equity of less than $6,000,000 and net losses in five of our most recent fiscal years and Section 1003(a)(ii) with stockholders? equity of less than $4,000,000 and net losses in three of our four most recent fiscal years. | ' | ' | ' | ' |
Target amount of shareholder equity required to be achieved to compliance with the listing requirements | ' | ' | ' | $6,000,000 | ' | ' | ' |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid during the period for:Interest | $1,730,188 | $1,873,155 |
Non-cash activities: | ' | ' |
Net shares issued for non-cash consulting expense | 42,228 | 95,115 |
Issuance of shares related to debt issuance | $1,095,000 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
American Donor Services [Member] | American Donor Services [Member] | Mr Godfrey [Member] | West Coast Tissue Services [Member] | West Coast Tissue Services [Member] | Mr Cook [Member] | Mr Cook [Member] | International Biologics, LLC [Member] | Lacuna Hedge Fund LLLP [Member] | Mr Holmes [Member] | |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recovery of Direct Costs | $1,897,489 | $909,120 | ' | $98,600 | $337,900 | ' | ' | ' | $350,000 | ' |
Servicing Fees, Net | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | 5,000 |
Number Of Stock Collateralized For Loan | ' | ' | ' | ' | ' | 185,000 | ' | ' | ' | ' |
Related Party Transaction, Due from (to) Related Party, Total | ' | ' | ' | ' | ' | ' | ' | $33,468 | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Nov. 14, 2013 | Jun. 10, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jul. 25, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 |
Common stock | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||||
Common stock | Warrants | ||||||||
Subsequent Events | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | ' | ' | ' | ' | ' | 0.1 | ' | ' | ' |
Stock issued (in shares) | ' | 851,000 | ' | ' | 150,000 | ' | ' | 1,143,000 | ' |
Stock issued, price (in dollars per share) | ' | $5.70 | ' | ' | ' | ' | ' | $5.70 | ' |
Warrants issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 571,500 |
Exercise price of warrants issued (in dollars per share) | ' | ' | $16.20 | $16.20 | ' | ' | ' | ' | $7.12 |
Gross proceeds from equity offering | ' | ' | ' | ' | ' | ' | $6.50 | ' | ' |
Net proceeds from equity offering | $10.50 | $4.45 | ' | ' | ' | ' | $5.80 | ' | ' |