Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 13, 2013 | |
Document Information [Line Items] | ' | ' |
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 | ' |
Entity Common Stock, Shares Outstanding | ' | 51,744,136 |
Trading Symbol | 'BONE | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash and cash equivalents | $3,437,549 | $4,926,066 |
Trade accounts receivable, net of allowance for doubtful accounts of $1,297,335 and $1,576,955, respectively | 4,633,067 | 7,154,065 |
Inventories, net | 13,228,383 | 13,141,421 |
Prepaid and other current assets | 486,685 | 353,271 |
Total current assets | 21,785,684 | 25,574,823 |
Non-current inventories | 1,238,225 | 1,238,225 |
Property and equipment, net | 5,320,992 | 5,234,867 |
Intangible assets, net | 563,524 | 592,378 |
Goodwill | 728,618 | 728,618 |
Other assets | 1,401,854 | 1,126,643 |
Total Assets | 31,038,897 | 34,495,554 |
LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY | ' | ' |
Accounts payable | 3,225,377 | 3,997,789 |
Accounts payable - related party | 555,361 | 418,922 |
Accrued liabilities | 1,814,472 | 2,400,090 |
Warrant derivative liability | 2,223,332 | 984,356 |
Current portion of capital lease obligations | 165,844 | 149,729 |
Current portion of royalty liability | 820,500 | 698,408 |
Current portion of long-term debt | 47,018 | 45,135 |
Total current liabilities | 8,851,904 | 8,694,429 |
Long-term Liabilities: | ' | ' |
Capital lease obligation, less current portion | 119,543 | 245,703 |
Long term royalty liability, less current portion | 6,639,435 | 6,839,935 |
Long-term debt, less current portion | 16,064,064 | 14,483,102 |
Total Liabilities | 31,674,946 | 30,263,169 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity | ' | ' |
Preferred stock, $.000001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $.000001 par value; 95,000,000 shares authorized; 51,781,044 shares issued and outstanding as of September 30, 2013 and 42,877,770 shares issued and outstanding as of December 31, 2012 | 52 | 43 |
Additional paid-in capital | 55,558,330 | 51,897,890 |
Accumulated deficit | -56,194,431 | -47,665,548 |
Total Stockholders’ (Deficit) Equity | -636,049 | 4,232,385 |
Total Liabilities & Stockholders’ (Deficit) Equity | $31,038,897 | $34,495,554 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $1,297,335 | $1,576,955 |
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 | 51,781,044 | 42,877,770 |
Common Stock, shares outstanding | 51,781,044 | 42,877,770 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenue | ' | ' | ' | ' |
Tissue sales | $7,710,256 | $8,643,299 | $24,430,158 | $24,427,853 |
Royalties and other | 219,727 | 236,466 | 385,480 | 430,185 |
Total Revenue | 7,929,983 | 8,879,765 | 24,815,638 | 24,858,038 |
Cost of tissue and medical devices sales | 3,318,327 | 2,600,452 | 10,011,687 | 6,788,606 |
Gross Profit | 4,611,656 | 6,279,313 | 14,803,951 | 18,069,432 |
Operating Expenses | ' | ' | ' | ' |
General and administrative | 2,764,328 | 2,439,229 | 7,877,697 | 7,349,852 |
Sales and marketing | 4,053,679 | 3,352,394 | 12,057,389 | 11,333,946 |
Depreciation and amortization | 97,923 | 88,112 | 304,771 | 302,392 |
Non-cash consulting expense | 43,153 | 186,867 | 11,924 | 491,051 |
Total Operating Expenses | 6,959,083 | 6,066,602 | 20,251,781 | 19,477,241 |
(Loss) Income from Operations | -2,347,427 | 212,711 | -5,447,830 | -1,407,809 |
Other Income (Expense) | ' | ' | ' | ' |
Interest expense | -1,197,370 | -867,894 | -3,436,006 | -1,276,946 |
Change in warrant derivative liability | -849,288 | -125,972 | 246,337 | 1,393,155 |
Other income (expense) | 17,551 | -1,738,202 | 108,616 | -1,544,035 |
Total Other Expense | -2,029,107 | -2,732,068 | -3,081,053 | -1,427,826 |
Net Loss Before (Provision) Benefit for Income Taxes | -4,376,534 | -2,519,357 | -8,528,883 | -2,835,635 |
(Provision) Benefit for Income Taxes | ' | ' | ' | ' |
Current | 0 | 0 | 0 | 0 |
Deferred | 0 | 0 | 0 | 0 |
Net Loss | ($4,376,534) | ($2,519,357) | ($8,528,883) | ($2,835,635) |
Net loss per share: | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.08) | ($0.06) | ($0.18) | ($0.07) |
Dilutive (in dollars per share) | ($0.08) | ($0.06) | ($0.18) | ($0.07) |
Shares used in the computation: | ' | ' | ' | ' |
Basic (in shares) | 51,616,319 | 42,796,244 | 46,611,358 | 42,341,796 |
Dilutive (in shares) | 51,616,319 | 42,796,244 | 46,611,358 | 42,341,796 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Operating activities: | ' | ' |
Net income (loss) | ($8,528,883) | ($2,835,635) |
Noncash adjustments: | ' | ' |
Depreciation and amortization | 586,771 | 577,145 |
Amortization of debt discount | 917,153 | 228,505 |
Write-off of debt discount | 0 | 139,228 |
Non-cash consulting expense/stock option expense | 603,058 | 1,114,846 |
Warrants issued for services | 0 | 342,485 |
Non-cash interest | -78,408 | 50,659 |
Provision for losses on accounts receivable and inventory | 1,197,669 | 136,637 |
(Gain) loss on disposal of assets | -500 | 7,902 |
Change in derivative warrant liability | -246,337 | -1,393,155 |
Reduction of contingent liability | -91,740 | -358,426 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 970,971 | -237,841 |
Inventories | 265,396 | -5,092,496 |
Prepaid and other assets | 291,375 | -957,628 |
Accounts payable | -635,973 | 1,316,973 |
Accrued liabilities | -428,751 | -848,488 |
Net cash used in operating activities | -5,178,199 | -7,809,289 |
Investing activities: | ' | ' |
Purchases of property and equipment | -633,393 | -1,216,723 |
Intangible asset additions | -10,149 | 0 |
Net cash used in investing activities | -643,542 | -1,216,723 |
Financing activities: | ' | ' |
Proceeds from the issuance of long-term debt | 0 | 22,741,719 |
Payments on long-term debt | -34,308 | -9,773,075 |
Payments on capital leases | -110,045 | -21,085 |
Net proceeds from issuance of stock | 4,450,002 | 3,899,996 |
Proceeds from exercise of options | 27,575 | 43,334 |
Net cash provided by financing activities | 4,333,224 | 16,890,889 |
Net change in cash and cash equivalents | -1,488,517 | 7,864,877 |
Cash and cash equivalents at beginning of period | 4,926,066 | 751,111 |
Cash and cash equivalents at end of period | $3,437,549 | $8,615,988 |
Business_Description_and_Summa
Business Description and Summary of Significant Accounting Policies | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
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 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 and licenses 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 nine months ended September 30, 2013 and 2012 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, 2013. | ||||||||
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, 2012. 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. | ||||||||
Concentrations and Credit Risk | ||||||||
The Company’s accounts receivable are due from a variety of health care organizations and distributors throughout the world. Approximately 98% and 97% of sales were in the United States for the nine months ended September 30, 2013 and 2012, respectively. One customer accounted for approximately 5% and 6% of the Company’s revenue for the nine months ended September 30, 2013 and 2012, respectively. One customer represented 19% and 21% of gross accounts receivable at September 30, 2013 and 2012, respectively. The Company provides for uncollectible amounts when specific credit issues arise. Management believes its estimate for uncollectible amounts have been adequate during prior periods, and management believes that all significant credit risks have been identified at September 30, 2013. | ||||||||
Revenue by geographical region is as follows: | ||||||||
Nine months ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
United States | $ | 24,285,028 | $ | 24,084,836 | ||||
Rest of World | 530,610 | 773,202 | ||||||
$ | 24,815,638 | $ | 24,858,038 | |||||
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; 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; contingent consideration from acquisitions; 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. | ||||||||
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. | ||||||||
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 14, “Related Party Transactions” below. | ||||||||
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. | ||||||||
Goodwill | ||||||||
Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized, instead are tested for impairment at least annually and whenever events or circumstances indicate the carrying amount of the asset may not be recoverable. In its evaluation of goodwill, the Company performs an assessment of qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment. The Company conducts its annual impairment test on December 31 of each year. | ||||||||
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 are recognized in the consolidated statement of operations during the period of change. See Note 10, “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. | ||||||||
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 Nufix, RyMed and Bard Access Systems. Revenue under these agreements represented less than 1% of total revenue for the three and nine months ended September 30, 2013 and 2012. | ||||||||
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 no Advertising expense in the nine months ended September 30, 2013 and $50,000 for the nine months ended September 30, 2012. | ||||||||
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 and included in general and administrative expenses. | ||||||||
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 12, “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 nine months ended September 30, 2013 or 2012. | ||||||||
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 nine months ended September 30, 2013 and 2012 and the three months ended September 30, 2013 and 2012 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. | ||||||||
Stock-Based Compensation | ||||||||
The Company records stock-compensation expense according to the provisions of ASC 718. 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. | ||||||||
We follow 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 nine months ended September 30, 2013 and 2012, 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 September 30, 2013 and December 31, 2012 that are measured at fair value on a recurring basis: | ||||||||
Accrued stock compensation | ||||||||
As of | As of | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | 171,174 | $ | 218,850 | ||||
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 | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | - | - | ||||||
Level 2 | - | - | ||||||
Level 3 | $ | 2,223,332 | $ | 984,356 | ||||
Acquisition contingent consideration liability | ||||||||
As of | As of | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | - | - | ||||||
Level 2 | - | - | ||||||
Level 3 | $ | - | $ | 91,740 | ||||
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 the Company. | ||||||||
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 nine months ending September 30, 2013: | ||||||||
Warrant derivative liability | ||||||||
Balance at January 1, 2013 | $ | 984,356 | ||||||
Gain recognized in earnings | -246,337 | |||||||
New warrants issued | 1,485,313 | |||||||
Balance at September 30, 2013 | $ | 2,223,332 | ||||||
Acquisition contingent consideration liability | ||||||||
Balance at January 1, 2013 | $ | 91,740 | ||||||
Gain recognized in earnings | -91,740 | |||||||
Balance at September 30, 2013 | $ | - | ||||||
During the nine months ended September 30, 2013, 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. The Company originally discounted the $16.8 million of estimated payments at an interest rate of 16.7%. This was adjusted to an estimated royalty total of $13.8 million as of December 31, 2012 and was not adjusted in the first nine months of 2013. Accordingly, these inputs are classified as Level 3 inputs. | ||||||||
Recent Accounting Pronouncements | ||||||||
There are no recently issued accounting standards for which the Company expects a material impact to its consolidated financial statements. | ||||||||
Equity
Equity | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Stockholders Equity Note Disclosure [Text Block] | ' |
(2) Equity | |
During the first quarter of 2012, we issued 1,475,037 shares of our common stock to Lincoln Park Capital for aggregate proceeds of $3,899,996. We used the proceeds for working capital and general corporate purposes. | |
On June 10, 2013, the Company issued approximately 8.51 million shares of common stock to new and existing investors at a price per share of $0.57, 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 $0.72, 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 Bacterin International of approximately $4.45 million, after deducting approximately $400,000 of placement agent’s fees and offering expenses. Proceeds from the transaction will be used to fund the Company's operations and working capital requirements. | |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
(3) Acquisition | |
In 2011, the Company acquired the assets of a medical devices company. As part of the purchase agreement, we agreed to pay an additional $500,000 in common stock if gross revenue from the sale of products resulting from the purchased assets equaled or exceeded $1 million, and an additional $500,000 in common stock if gross revenue from the sale of products resulting from the purchased assets equaled or exceeded $2 million, provided that such gross revenue thresholds were achieved within 2 years. The revenue thresholds were not achieved within 2 years of the asset acquisition, so no additional stock issuances were required. | |
The initial valuation of the contingent consideration was based upon management’s estimates of the probability of reaching the milestones that would trigger the requirement to pay the contingent amounts. During 2013, management reviewed and adjusted the assumptions associated with the contingent liability which resulted in an elimination of the contingent liability as of June 30, 2013. | |
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
(4) Inventories | ||||||||
Inventories consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Current inventories | ||||||||
Raw materials | $ | 2,223,978 | $ | 1,919,250 | ||||
Work in process | 4,176,764 | 4,991,032 | ||||||
Finished goods | 8,004,314 | 7,350,332 | ||||||
14,405,056 | 14,260,614 | |||||||
Reserve | -1,176,673 | -1,119,193 | ||||||
Current inventories, total | $ | 13,228,383 | $ | 13,141,421 | ||||
Non-current inventories | ||||||||
Finished goods | $ | 1,238,225 | $ | 1,238,225 | ||||
Non-current inventories, total | $ | 1,238,225 | $ | 1,238,225 | ||||
Total inventories | $ | 14,466,608 | $ | 14,379,646 | ||||
Property_and_Equipment_Net
Property and Equipment, Net | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
(5) Property and Equipment, Net | ||||||||
Property and equipment, net are as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Buildings | $ | 1,653,263 | $ | 1,653,263 | ||||
Equipment | 5,761,079 | 5,172,523 | ||||||
Computer equipment | 312,650 | 312,650 | ||||||
Computer software | 395,146 | 392,206 | ||||||
Furniture and fixtures | 170,118 | 170,118 | ||||||
Leasehold improvements | 1,808,461 | 1,793,756 | ||||||
Vehicles | 41,099 | 78,306 | ||||||
Total cost | 10,141,816 | 9,572,822 | ||||||
Less: accumulated depreciation | -4,820,824 | -4,337,955 | ||||||
$ | 5,320,992 | $ | 5,234,867 | |||||
The Company leases certain equipment under capital leases. For financial reporting purposes, minimum lease payments relating to the assets have been capitalized. As of September 30, 2013, the Company has recorded $549,603 gross assets in Equipment, and $142,307 of accumulated depreciation relating to assets under capital leases. | ||||||||
Maintenance and repairs expense for the first nine months of 2013 and 2012 was $198,986 and $204,947, respectively. Depreciation expense related to property and equipment, including property under capital lease for the first nine months of 2013 and 2012 was $530,020 and $516,162 respectively. | ||||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets Disclosure [Text Block] | ' | |||||||
(6) Intangible Assets | ||||||||
Bacterin has applied for various patents with regards to processes for its products. | ||||||||
The following table sets forth information regarding intangible assets: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Intellectual Property | ||||||||
Gross carrying value | $ | 848,675 | $ | 820,778 | ||||
Accumulated amortization | $ | -285,151 | $ | -228,400 | ||||
Net carrying value | $ | 563,524 | $ | 592,378 | ||||
Aggregate amortization expense: | $ | 56,750 | $ | 74,918 | ||||
Estimated amortization expense: | ||||||||
Remainder of 2013 | $ | 18,729 | ||||||
2014 | $ | 74,918 | ||||||
2015 | $ | 74,918 | ||||||
2016 | $ | 74,918 | ||||||
2017 | $ | 74,918 | ||||||
Thereafter | $ | 245,123 | ||||||
Total | $ | 563,524 | ||||||
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
(7) Accrued Liabilities | ||||||||
Accrued liabilities consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Acquisition contingent liability | $ | - | $ | 91,740 | ||||
Accrued stock compensation | 171,174 | 218,850 | ||||||
Wages/commissions payable | 1,129,555 | 1,013,909 | ||||||
Other accrued expenses | 513,743 | 1,075,591 | ||||||
$ | 1,814,472 | $ | 2,400,090 | |||||
Longterm_Debt
Long-term Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt [Text Block] | ' | |||||||
(8) Long-term Debt | ||||||||
On April 23, 2012, the Company secured an accounts receivable credit facility with Midcap Financial LLC and Silicon Valley Bank. The revolving loan credit facility allowed Bacterin to borrow up to $5 million through January 1, 2015. The facility allowed borrowings based upon a predetermined formula of up to 80% of Bacterin's eligible accounts receivable, as defined in the credit and security agreement. The Company also amended its existing Loan and Security Agreement with MidCap to allow the Company to borrow up to an additional $3 million in connection with a permitted acquisition. The credit facility carried an interest rate of LIBOR plus 4%, subject to a LIBOR floor rate of 2.5%. The Company also agreed to pay a 0.5% collateral management fee on the average outstanding balance of the facility and 1% of the average unused portion of the facility, as well as a 1% origination fee. We repaid the outstanding balance owed on this credit facility in full with the proceeds from our credit facility with ROS Acquisition Offshore LP (“ROS”) on August 24, 2012. | ||||||||
On August 24, 2012, the Company entered into a Credit Agreement with ROS, whereby ROS agreed to provide an initial $20 million term loan and Bacterin may also borrow an additional $5 million upon achievement of certain revenue objectives prior to December 31, 2013. 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 each of the next ten years. Bacterin has the right to repay the loan and royalty interest at amounts to be determined based on the date of repayment and the amount of prior principal, interest and royalty payments. 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 $7,341,520. 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. Payments made under the royalty agreement, per the table below, will directly reduce the royalty liability. | ||||||||
The Company received net proceeds 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. | ||||||||
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 of $300,000 required to be paid pursuant to the Credit Agreement or other loan documents which is recorded in Long-term debt and in Other long term assets which will be amortized to interest expense over the term of the debt. | ||||||||
There were two compliance violations of covenants in the ROS Credit Agreement in the second quarter of 2013. The Company did not achieve the $8.5 million revenue in the second quarter of 2013 for which we received a waiver, in exchange, the Company agreed to pay a fee of $400,000 when the Company pays, prepays or is required to pay any principal amount of the loan. In addition, the Company did not hire a Chief Executive Officer within 90 days of the resignation of the prior Chief Executive Officer for which we received a waiver in exchange for Board observer rights. | ||||||||
Long-term debt consists of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Loan payable to ROS Acquisition Offshore, LIBOR plus 12.13% maturing August 2019 | $ | 20,000,000 | $ | 20,000,000 | ||||
Adjustment fee payable to ROS Acquisition Offshore August 2019 | 700,000 | - | ||||||
6.00% loan payable to Valley Bank of Belgrade, $10,746 monthly payments including interest, maturing December 24, 2030; secured by building | 1,387,112 | 1,421,420 | ||||||
22,087,112 | 21,421,420 | |||||||
Less: Current portion | -47,018 | -45,135 | ||||||
Debt discount | -5,976,030 | -6,893,183 | ||||||
Long-term debt | $ | 16,064,064 | $ | 14,483,102 | ||||
The following is a summary of maturities due on the debt as of September 30, 2013: | ||||||||
Remainder of 2013 | 11,357 | |||||||
2014 | 47,727 | |||||||
2015 | 50,670 | |||||||
2016 | 1,720,463 | |||||||
2017 | 6,723,781 | |||||||
Thereafter | 13,533,114 | |||||||
Total | $ | 22,087,112 | ||||||
The following is a summary of estimated future royalty payments as of September 30, 2013: | ||||||||
Remainder of 2013 | 197,000 | |||||||
2014 | 853,000 | |||||||
2015 | 1,050,000 | |||||||
2016 | 1,289,000 | |||||||
2017 | 1,384,000 | |||||||
Thereafter | 8,477,000 | |||||||
Total | $ | 13,250,000 | ||||||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||||||||||||||
(9) 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 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. Nine million shares are authorized under the Plan and at September 30, 2013, we had approximately 622,648 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 nine months ended September 30, 2013 and 2012 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. Assumed forfeiture rates range from 17.00% to 20.00% for the first nine months of 2013. | ||||||||||||||||||||
Key assumptions used to estimate the fair value of stock awards are as follows: | ||||||||||||||||||||
⋅ | Risk-Free Rate: The risk-free rate is determined by reference to U.S. Treasury yields at or near the time of grant for time periods similar to the expected term of the award. We used a weighted-average rate of 1.68% for the nine months ended September 30, 2013. | |||||||||||||||||||
⋅ | Expected Term: We do not have adequate history to estimate an expected term of stock-based awards, and accordingly, we use the short-cut method as prescribed by Staff Accounting Bulletin 107 to determine an expected term. We used a weighted-average expected term of 6.4 years for the nine months ended September 30, 2013. | |||||||||||||||||||
⋅ | Volatility: We estimate expected volatility based on peer-companies as prescribed by ASC 718. We used a weighted-average volatility rate of 62.6% for the nine months ended September 30, 2013. | |||||||||||||||||||
⋅ | Dividend Yield: The dividend yield assumption is based on our history and expectation of dividend payouts and was 0% for the nine months ended September 30, 2013. | |||||||||||||||||||
Activity under our stock option plans was as follows: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||
Weighted | Average Fair | Weighted | Average Fair | |||||||||||||||||
Average | Value at Grant | Average | Value at Grant | |||||||||||||||||
Shares | Exercise Price | Date | Shares | Exercise Price | Date | |||||||||||||||
Outstanding at January 1 | 5,266,535 | $ | 2.02 | $ | 1.03 | 4,828,910 | $ | 2.14 | $ | 1.01 | ||||||||||
Granted | 3,331,250 | 0.63 | 0.53 | 1,105,000 | 2 | 1.19 | ||||||||||||||
Exercised | -230,000 | 0.1 | 0.06 | -39,375 | 0.87 | 0.37 | ||||||||||||||
Cancelled or expired | -729,000 | 1.78 | 0.9 | -1,152,250 | 2.01 | 0.78 | ||||||||||||||
Outstanding at September 30 | 7,638,785 | $ | 1.49 | $ | 0.86 | 4,742,285 | $ | 2.11 | $ | 1.04 | ||||||||||
Exercisable at September 30 | 2,531,534 | $ | 2.03 | $ | 0.98 | 2,242,118 | $ | 1.77 | $ | 0.76 | ||||||||||
The aggregate intrinsic value of options outstanding as of September 30, 2013 is $799,941. The aggregate intrinsic value of exercisable options as of September 30, 2013 is $132,766. As of September 30, 2013, there were 5,107,251 unvested options with a weighted average fair value at the grant date of $0.80 per option. As of September 30, 2013, compensation expense related to nonvested awards not yet recognized was $667,175. | ||||||||||||||||||||
In addition, on May 24, 2013, the Company issued 335,000 restricted stock awards to certain employees. These restricted shares vest after one year and were issued when the stock price was $0.68 per share. The total expense of $227,800 is 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 following table summarizes restricted stock award activity during the period ended September 30, 2013: | ||||||||||||||||||||
Shares | ||||||||||||||||||||
Outstanding at Jan. 1, 2013 | 733,900 | |||||||||||||||||||
Awarded | - | |||||||||||||||||||
Cancelled | -112,500 | |||||||||||||||||||
Vested | -164,500 | |||||||||||||||||||
Outstanding at September 30, 2013 | 456,900 | |||||||||||||||||||
The restricted stock awards generally vest over three to five year periods. The Company recognized reduction of non-cash consulting expense of $11,924 for the first nine months of 2013 and expense of $491,051 for the nine months ended September 30, 2012. As of September 30, 2013, the total expense related to nonvested restricted stock awards not yet recognized is $160,021 and is expected to be recognized over three years. | ||||||||||||||||||||
Warrants
Warrants | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Other Equity Transactions [Abstract] | ' | ||||||||
Other Equity Transactions [Text Block] | ' | ||||||||
(10) Warrants | |||||||||
In the fourth quarter of 2012, the Company issued 297,991 warrants with an exercise price of $2.30 to a broker in conjunction with the August 24, 2012 financing arrangement with ROS. These were recorded in “Other Assets” and will be amortized over the life of the financing term. In addition, on July 23, 2012 the Company issued 300,895 warrants with an exercise price of $1.03 to a private party resulting in $342,485 recorded in “Other Expense”. | |||||||||
The following table summarizes our warrant activities for the nine months ended September 30, 2013: | |||||||||
Weighted | |||||||||
Average | |||||||||
Exercise | |||||||||
Shares | Price | ||||||||
Outstanding at January 1, 2013 | 7,321,667 | $ | 2.2 | ||||||
Issued | 4,352,215 | 0.72 | |||||||
Exercised | - | - | |||||||
Expired | -533,173 | 2 | |||||||
Outstanding at September 30, 2013 | 11,140,709 | $ | 1.63 | ||||||
We utilize a lattice model to determine the fair market value of the warrants accounted for as liabilities. The 1,570,565 warrants issued in connection with a 2010 bridge financing, the 375,000 warrants issued in connection with a 2010 debt financing and the 4,254,387 warrants issued in connection with the second quarter 2013 equity financing were accounted for as derivative liabilities in connection with the price protection provisions of the warrants in compliance with ASC 815. The warrants issued in the second quarter of 2013 resulted in a warrant derivative liability of $1,485,313 as of the issuance on June 5, 2013. There were an additional 143,700 warrants in the first quarter of 2012 as a result of the LPC share issuance triggering the anti-dilution clause in the original warrant agreement and an additional 97,828 related to the second quarter of 2013 equity financing. The lattice model accommodates the probability of exercise price adjustment features as outlined in the warrant agreements. We recorded an unrealized gain of $246,337 resulting from the change in the fair value of the warrant derivative liability for the first nine months of 2013. 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: | |||||||||
Nine months ended | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Value of underlying common stock (per share) | $ | 0.68 | $ | 1.55 | |||||
Risk free interest rate | 0.72 | % | 0.38 | % | |||||
Term to expiration/implied expected life | 5.96 years | 4.15 years | |||||||
Dividend yield | 0 | % | 0 | % | |||||
Volatility | 63 | % | 62 | % | |||||
The following table summarizes our activities related to number of warrants used in the derivative liability for the nine months ended September 30, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Balance at January 1 | 1,649,707 | 1,506,007 | |||||||
Derivative warrants issued | 4,352,215 | 143,700 | |||||||
Derivative warrants exercised | - | - | |||||||
Balance at September 30 | 6,001,922 | 1,649,707 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
(11) 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 September 30, 2013, under these leases, are as follows: | |||||
Remainder of 2013 | $ | 61,599 | |||
2014 | $ | 269,400 | |||
2015 | $ | 263,136 | |||
2016 | $ | 263,136 | |||
2017 | $ | 263,136 | |||
Thereafter | $ | 823,730 | |||
Total | $ | 1,944,137 | |||
Rent expense was $204,180 and $234,316 for the nine months ended September 30, 2013 and 2012, 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. | |||||
Litigation | |||||
On January 29, 2013, we received two warning letters from the Food and Drug Administration (“FDA”): one related to our procedures to ensure compliance with regulatory requirements regarding the production of medical devices; and one related to our procedures to ensure compliance with regulatory requirements regarding the production of human tissue cellular products (H/TCP). We responded to both warning letters and, on April 17, 2013, we received two letters from FDA in which the agency stated that it was in receipt of our response letters and found that the corrective actions in those letters appeared to be adequate. The letters also stated, however, that the corrections would be further evaluated in conjunction with our operations during the next inspection of our facilities. FDA conducted two follow-up inspections as a result of the warning letters of our facilities in July 2013: one inspection focused on our production of medical devices and one inspection focused on our production of H/TCPs. At the conclusion of the inspection focused on medical devices, no Form 483 was issued. At the conclusion of the inspection focused on H/TCPs, FDA issued a one-item Form 483, to which we responded, and we are in the process of providing further updates to FDA. FDA also conducted a routine inspection focused on H/TCPs in July 2013 and issued two observations on a Form 483. We have fully responded to that Form 483. On September 19, 2013, we received a letter from FDA indicating that, based on a review of our corrective actions, it appears we have addressed the violations contained in the warning letter regarding our production of medical devices. | |||||
Market Exchange Notification | |||||
On May 13, 2013, we received a deficiency notice from the New York Stock Exchange (“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 Exchange 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. We will be subject to periodic review by Exchange staff during the extension period and failure to make progress consistent with our Plan or to regain compliance with the continued listing standards by the end of the extension period could result in our delisting from the Exchange. | |||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
(12) 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 2008 through 2012 tax years remain open to examination by the Internal Revenue Service and the 2006 to 2012 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 nine months ended September 30, 2013 and 2012. | |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Cash Flow, Supplemental Disclosures [Text Block] | ' | |||||||
(13) Supplemental Disclosure of Cash Flow Information | ||||||||
Supplemental cash flow information is as follows: | ||||||||
Nine months ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 3,436,006 | $ | 815,031 | ||||
Income taxes | - | - | ||||||
Non-cash activities: | ||||||||
ROS adjustment fee | $ | 700,000 | $ | - | ||||
Settlement of SeaArk accounts receivable | $ | 1,829,647 | $ | - | ||||
Inventory received in SeaArk settlement | $ | 409,838 | $ | - | ||||
Write-off of SeaArk allowance for doubtful accounts | $ | 1,419,809 | $ | - | ||||
Net shares issued for non-cash consulting expense | $ | 157,561 | $ | - | ||||
Capital lease acquisition | $ | - | $ | 408,257 | ||||
Issuance of warrants | $ | - | $ | 220,872 | ||||
Non-cash accrued compensation | $ | - | $ | 304,680 | ||||
Debt discount related to financing | $ | - | $ | 7,341,520 | ||||
Royalty liability related to financing | $ | - | $ | 7,341,520 | ||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
(14) Related Party Transactions | |
Guy Cook, our former President and Chief Executive Officer, formerly served as a board member of West Coast Tissue Services (“WCTS”) and American Donor Services (“ADS”). Mr. Cook did not received any compensation for his board service for either entity as of the date of his resignation. Mitchell Godfrey, a director, is on the board of ADS and also serves as secretary and treasurer for ADS. Mr. Godfrey receives $5,000 annually for his 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 first nine months of 2013 and 2012 was $577,200 and $389,500, respectively, and the approximate aggregate amount of all transactions with ADS for the first nine months of 2013 and 2012 was $1,558,360 and $1,004,036, respectively. These relationships benefit 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. As of September 30, 2013, we had an accounts payable balance of $555,361 to American Donor Services. | |
On June 27, 2012, the Board of Directors granted a waiver of certain provisions of the Company’s Code of Conduct to allow an entity controlled by two of our former CEO’s adult children to become a distributor of the Company’s products. This entity acquired inventory from Allograft Tissue Management, a non-affiliated distributor that had previously acquired inventory from the Company. The affiliated distributor, Silver Forest Fund, LP, exchanged products initially purchased from the non-affiliated distributor with Bacterin for different Bacterin products of equivalent value. Other than product exchanges and payment of amounts owed by the non-affiliated distributor, there have been no other direct transactions between Bacterin and the affiliated distributor. Mr. Cook pledged 1,850,000 of his shares of Bacterin stock as collateral for loans made to the affiliated distributor by independent third parties. | |
On April 5, 2013, Guy Cook resigned from his roles of Chief Executive Officer, President and Chairman of the Board effective immediately. The Board unanimously voted to have Kent Swanson, an existing independent director, serve as Acting Chairman of the Board. Our current Chief Financial Officer, John Gandolfo, and our Chief Operating Officer, Darrel Holmes, served as interim Co-Chief Executive Officers until the Board appointed Daniel Goldberger as the new Chief Executive Officer on August 14, 2013. Mr. Goldberger received inducement grant stock options to purchase up to 2,000,000 shares of the Company's common stock, with a per share exercise price of $0.60, which was the closing price of the Company’s common stock on the August 14, 2013 grant date. The option will vest over five years, with 20% of the underlying shares vesting after one year and the remaining eighty percent (80%) vesting in forty-seven (47) equal monthly installments as to 33,334 underlying shares, beginning September 15, 2014, and one final installment as to 33,302 underlying shares. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
(15) Subsequent Events | |
On November 5, 2013, the United States Patent and Trademark Office issued US Patent No. 8,574,825 entitled “Process for Demineralization of Bone Matrix with Preservation of Natural Growth Factors” to the Company. The issued claims in the patent are for a method to produce a demineralized cancellous bone matrix, such as Bacterin’s OsteoSponge® product line. Bacterin has a pending divisional application in the United States to pursue protection on other aspects of its bone demineralization technology and is pursuing protection on related applications in Canada, Europe, and Korea. | |
On November 14, 2013, the Company received a waiver from 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 agreed to issue 1,500,000 shares of restricted stock to ROS by December 2, 2013. If the Company does not or is unable to issue the restricted shares by December 2, 2013, the Company agreed to pay an additional exit fee in the amount equal to 3.5% of the aggregate principal amount of the loan. | |
Business_Description_and_Summa1
Business Description and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
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 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 and licenses 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 nine months ended September 30, 2013 and 2012 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, 2013. | ||||||||
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, 2012. 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. | ||||||||
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 98% and 97% of sales were in the United States for the nine months ended September 30, 2013 and 2012, respectively. One customer accounted for approximately 5% and 6% of the Company’s revenue for the nine months ended September 30, 2013 and 2012, respectively. One customer represented 19% and 21% of gross accounts receivable at September 30, 2013 and 2012, respectively. The Company provides for uncollectible amounts when specific credit issues arise. Management believes its estimate for uncollectible amounts have been adequate during prior periods, and management believes that all significant credit risks have been identified at September 30, 2013. | ||||||||
Revenue by geographical region is as follows: | ||||||||
Nine months ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
United States | $ | 24,285,028 | $ | 24,084,836 | ||||
Rest of World | 530,610 | 773,202 | ||||||
$ | 24,815,638 | $ | 24,858,038 | |||||
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; 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; contingent consideration from acquisitions; 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. | ||||||||
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. | ||||||||
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 14, “Related Party Transactions” below. | ||||||||
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. | ||||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' | |||||||
Goodwill | ||||||||
Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized, instead are tested for impairment at least annually and whenever events or circumstances indicate the carrying amount of the asset may not be recoverable. In its evaluation of goodwill, the Company performs an assessment of qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment. The Company conducts its annual impairment test on December 31 of each year. | ||||||||
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 are recognized in the consolidated statement of operations during the period of change. See Note 10, “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. | ||||||||
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 Nufix, RyMed and Bard Access Systems. Revenue under these agreements represented less than 1% of total revenue for the three and nine months ended September 30, 2013 and 2012. | ||||||||
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 no Advertising expense in the nine months ended September 30, 2013 and $50,000 for the nine months ended September 30, 2012. | ||||||||
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 and included in general and administrative expenses. | ||||||||
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 12, “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 nine months ended September 30, 2013 or 2012. | ||||||||
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 nine months ended September 30, 2013 and 2012 and the three months ended September 30, 2013 and 2012 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. | ||||||||
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 ASC 718. 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. | ||||||||
We follow 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 nine months ended September 30, 2013 and 2012, 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 September 30, 2013 and December 31, 2012 that are measured at fair value on a recurring basis: | ||||||||
Accrued stock compensation | ||||||||
As of | As of | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | 171,174 | $ | 218,850 | ||||
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 | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | - | - | ||||||
Level 2 | - | - | ||||||
Level 3 | $ | 2,223,332 | $ | 984,356 | ||||
Acquisition contingent consideration liability | ||||||||
As of | As of | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | - | - | ||||||
Level 2 | - | - | ||||||
Level 3 | $ | - | $ | 91,740 | ||||
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 the Company. | ||||||||
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 nine months ending September 30, 2013: | ||||||||
Warrant derivative liability | ||||||||
Balance at January 1, 2013 | $ | 984,356 | ||||||
Gain recognized in earnings | -246,337 | |||||||
New warrants issued | 1,485,313 | |||||||
Balance at September 30, 2013 | $ | 2,223,332 | ||||||
Acquisition contingent consideration liability | ||||||||
Balance at January 1, 2013 | $ | 91,740 | ||||||
Gain recognized in earnings | -91,740 | |||||||
Balance at September 30, 2013 | $ | - | ||||||
During the nine months ended September 30, 2013, 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. The Company originally discounted the $16.8 million of estimated payments at an interest rate of 16.7%. This was adjusted to an estimated royalty total of $13.8 million as of December 31, 2012 and was not adjusted in the first nine months of 2013. Accordingly, these inputs are classified as Level 3 inputs. | ||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |||||||
Recent Accounting Pronouncements | ||||||||
There are no recently issued accounting standards for which the Company expects a material impact to its consolidated financial statements. | ||||||||
Business_Description_and_Summa2
Business Description and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Schedule Of Concentration Of Risk Revenue By Geographical Region [Table Text Block] | ' | |||||||
Revenue by geographical region is as follows: | ||||||||
Nine months ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
United States | $ | 24,285,028 | $ | 24,084,836 | ||||
Rest of World | 530,610 | 773,202 | ||||||
$ | 24,815,638 | $ | 24,858,038 | |||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||
The following tables set forth by level, within the fair value hierarchy, our assets and liabilities as of September 30, 2013 and December 31, 2012 that are measured at fair value on a recurring basis: | ||||||||
Accrued stock compensation | ||||||||
As of | As of | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | 171,174 | $ | 218,850 | ||||
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 | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | - | - | ||||||
Level 2 | - | - | ||||||
Level 3 | $ | 2,223,332 | $ | 984,356 | ||||
Acquisition contingent consideration liability | ||||||||
As of | As of | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | - | - | ||||||
Level 2 | - | - | ||||||
Level 3 | $ | - | $ | 91,740 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||||
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 nine months ending September 30, 2013: | ||||||||
Warrant derivative liability | ||||||||
Balance at January 1, 2013 | $ | 984,356 | ||||||
Gain recognized in earnings | -246,337 | |||||||
New warrants issued | 1,485,313 | |||||||
Balance at September 30, 2013 | $ | 2,223,332 | ||||||
Acquisition contingent consideration liability | ||||||||
Balance at January 1, 2013 | $ | 91,740 | ||||||
Gain recognized in earnings | -91,740 | |||||||
Balance at September 30, 2013 | $ | - | ||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule Of Inventory [Table Text Block] | ' | |||||||
Inventories consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Current inventories | ||||||||
Raw materials | $ | 2,223,978 | $ | 1,919,250 | ||||
Work in process | 4,176,764 | 4,991,032 | ||||||
Finished goods | 8,004,314 | 7,350,332 | ||||||
14,405,056 | 14,260,614 | |||||||
Reserve | -1,176,673 | -1,119,193 | ||||||
Current inventories, total | $ | 13,228,383 | $ | 13,141,421 | ||||
Non-current inventories | ||||||||
Finished goods | $ | 1,238,225 | $ | 1,238,225 | ||||
Non-current inventories, total | $ | 1,238,225 | $ | 1,238,225 | ||||
Total inventories | $ | 14,466,608 | $ | 14,379,646 | ||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and equipment, net are as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Buildings | $ | 1,653,263 | $ | 1,653,263 | ||||
Equipment | 5,761,079 | 5,172,523 | ||||||
Computer equipment | 312,650 | 312,650 | ||||||
Computer software | 395,146 | 392,206 | ||||||
Furniture and fixtures | 170,118 | 170,118 | ||||||
Leasehold improvements | 1,808,461 | 1,793,756 | ||||||
Vehicles | 41,099 | 78,306 | ||||||
Total cost | 10,141,816 | 9,572,822 | ||||||
Less: accumulated depreciation | -4,820,824 | -4,337,955 | ||||||
$ | 5,320,992 | $ | 5,234,867 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets [Table Text Block] | ' | |||||||
The following table sets forth information regarding intangible assets: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Intellectual Property | ||||||||
Gross carrying value | $ | 848,675 | $ | 820,778 | ||||
Accumulated amortization | $ | -285,151 | $ | -228,400 | ||||
Net carrying value | $ | 563,524 | $ | 592,378 | ||||
Aggregate amortization expense: | $ | 56,750 | $ | 74,918 | ||||
Estimated amortization expense: | ||||||||
Remainder of 2013 | $ | 18,729 | ||||||
2014 | $ | 74,918 | ||||||
2015 | $ | 74,918 | ||||||
2016 | $ | 74,918 | ||||||
2017 | $ | 74,918 | ||||||
Thereafter | $ | 245,123 | ||||||
Total | $ | 563,524 | ||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
Accrued liabilities consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Acquisition contingent liability | $ | - | $ | 91,740 | ||||
Accrued stock compensation | 171,174 | 218,850 | ||||||
Wages/commissions payable | 1,129,555 | 1,013,909 | ||||||
Other accrued expenses | 513,743 | 1,075,591 | ||||||
$ | 1,814,472 | $ | 2,400,090 | |||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
Long-term debt consists of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Loan payable to ROS Acquisition Offshore, LIBOR plus 12.13% maturing August 2019 | $ | 20,000,000 | $ | 20,000,000 | ||||
Adjustment fee payable to ROS Acquisition Offshore August 2019 | 700,000 | - | ||||||
6.00% loan payable to Valley Bank of Belgrade, $10,746 monthly payments including interest, maturing December 24, 2030; secured by building | 1,387,112 | 1,421,420 | ||||||
22,087,112 | 21,421,420 | |||||||
Less: Current portion | -47,018 | -45,135 | ||||||
Debt discount | -5,976,030 | -6,893,183 | ||||||
Long-term debt | $ | 16,064,064 | $ | 14,483,102 | ||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||||||
The following is a summary of maturities due on the debt as of September 30, 2013: | ||||||||
Remainder of 2013 | 11,357 | |||||||
2014 | 47,727 | |||||||
2015 | 50,670 | |||||||
2016 | 1,720,463 | |||||||
2017 | 6,723,781 | |||||||
Thereafter | 13,533,114 | |||||||
Total | $ | 22,087,112 | ||||||
Schedule Of Royalty Payments [Table Text Block] | ' | |||||||
The following is a summary of estimated future royalty payments as of September 30, 2013: | ||||||||
Remainder of 2013 | 197,000 | |||||||
2014 | 853,000 | |||||||
2015 | 1,050,000 | |||||||
2016 | 1,289,000 | |||||||
2017 | 1,384,000 | |||||||
Thereafter | 8,477,000 | |||||||
Total | $ | 13,250,000 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||||||||||
Activity under our stock option plans was as follows: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||
Weighted | Average Fair | Weighted | Average Fair | |||||||||||||||||
Average | Value at Grant | Average | Value at Grant | |||||||||||||||||
Shares | Exercise Price | Date | Shares | Exercise Price | Date | |||||||||||||||
Outstanding at January 1 | 5,266,535 | $ | 2.02 | $ | 1.03 | 4,828,910 | $ | 2.14 | $ | 1.01 | ||||||||||
Granted | 3,331,250 | 0.63 | 0.53 | 1,105,000 | 2 | 1.19 | ||||||||||||||
Exercised | -230,000 | 0.1 | 0.06 | -39,375 | 0.87 | 0.37 | ||||||||||||||
Cancelled or expired | -729,000 | 1.78 | 0.9 | -1,152,250 | 2.01 | 0.78 | ||||||||||||||
Outstanding at September 30 | 7,638,785 | $ | 1.49 | $ | 0.86 | 4,742,285 | $ | 2.11 | $ | 1.04 | ||||||||||
Exercisable at September 30 | 2,531,534 | $ | 2.03 | $ | 0.98 | 2,242,118 | $ | 1.77 | $ | 0.76 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | ' | |||||||||||||||||||
The following table summarizes restricted stock award activity during the period ended September 30, 2013: | ||||||||||||||||||||
Shares | ||||||||||||||||||||
Outstanding at Jan. 1, 2013 | 733,900 | |||||||||||||||||||
Awarded | - | |||||||||||||||||||
Cancelled | -112,500 | |||||||||||||||||||
Vested | -164,500 | |||||||||||||||||||
Outstanding at September 30, 2013 | 456,900 | |||||||||||||||||||
Warrants_Tables
Warrants (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Other Equity Transactions [Abstract] | ' | ||||||||
Schedule Of Warrant Activity [Table Text Block] | ' | ||||||||
The following table summarizes our warrant activities for the nine months ended September 30, 2013: | |||||||||
Weighted | |||||||||
Average | |||||||||
Exercise | |||||||||
Shares | Price | ||||||||
Outstanding at January 1, 2013 | 7,321,667 | $ | 2.2 | ||||||
Issued | 4,352,215 | 0.72 | |||||||
Exercised | - | - | |||||||
Expired | -533,173 | 2 | |||||||
Outstanding at September 30, 2013 | 11,140,709 | $ | 1.63 | ||||||
Schedule Of Warrant Valuation Assumptions [Table Text Block] | ' | ||||||||
The estimated fair value was derived using the lattice model with the following weighted-average assumptions: | |||||||||
Nine months ended | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Value of underlying common stock (per share) | $ | 0.68 | $ | 1.55 | |||||
Risk free interest rate | 0.72 | % | 0.38 | % | |||||
Term to expiration/implied expected life | 5.96 years | 4.15 years | |||||||
Dividend yield | 0 | % | 0 | % | |||||
Volatility | 63 | % | 62 | % | |||||
Schedule Of Warrants Activities Used In Derivative Liability [Table Text Block] | ' | ||||||||
The following table summarizes our activities related to number of warrants used in the derivative liability for the nine months ended September 30, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Balance at January 1 | 1,649,707 | 1,506,007 | |||||||
Derivative warrants issued | 4,352,215 | 143,700 | |||||||
Derivative warrants exercised | - | - | |||||||
Balance at September 30 | 6,001,922 | 1,649,707 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Future minimum payments for the next five years and thereafter as of September 30, 2013, under these leases, are as follows: | |||||
Remainder of 2013 | $ | 61,599 | |||
2014 | $ | 269,400 | |||
2015 | $ | 263,136 | |||
2016 | $ | 263,136 | |||
2017 | $ | 263,136 | |||
Thereafter | $ | 823,730 | |||
Total | $ | 1,944,137 | |||
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | ' | |||||||
Supplemental cash flow information is as follows: | ||||||||
Nine months ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 3,436,006 | $ | 815,031 | ||||
Income taxes | - | - | ||||||
Non-cash activities: | ||||||||
ROS adjustment fee | $ | 700,000 | $ | - | ||||
Settlement of SeaArk accounts receivable | $ | 1,829,647 | $ | - | ||||
Inventory received in SeaArk settlement | $ | 409,838 | $ | - | ||||
Write-off of SeaArk allowance for doubtful accounts | $ | 1,419,809 | $ | - | ||||
Net shares issued for non-cash consulting expense | $ | 157,561 | $ | - | ||||
Capital lease acquisition | $ | - | $ | 408,257 | ||||
Issuance of warrants | $ | - | $ | 220,872 | ||||
Non-cash accrued compensation | $ | - | $ | 304,680 | ||||
Debt discount related to financing | $ | - | $ | 7,341,520 | ||||
Royalty liability related to financing | $ | - | $ | 7,341,520 | ||||
Business_Description_and_Summa3
Business Description and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Fair Value, Concentration of Risk [Line Items] | ' | ' | ' | ' |
Total Revenues | $7,929,983 | $8,879,765 | $24,815,638 | $24,858,038 |
United States [Member] | ' | ' | ' | ' |
Fair Value, Concentration of Risk [Line Items] | ' | ' | ' | ' |
Total Revenues | ' | ' | 24,285,028 | 24,084,836 |
Rest Of World [Member] | ' | ' | ' | ' |
Fair Value, Concentration of Risk [Line Items] | ' | ' | ' | ' |
Total Revenues | ' | ' | $530,610 | $773,202 |
Business_Description_and_Summa4
Business Description and Summary of Significant Accounting Policies (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
fair value on a recurring basis [Line Items] | ' | ' |
Accrued stock compensation | $171,174 | $218,850 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Accrued stock compensation | 171,174 | 218,850 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Accrued stock compensation | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Accrued stock compensation | $0 | $0 |
Business_Description_and_Summa5
Business Description and Summary of Significant Accounting Policies (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
fair value on a recurring basis [Line Items] | ' | ' |
Warrant derivative liability | $2,223,332 | $984,356 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Warrant derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Warrant derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Warrant derivative liability | $2,223,332 | $984,356 |
Business_Description_and_Summa6
Business Description and Summary of Significant Accounting Policies (Details 3) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
fair value on a recurring basis [Line Items] | ' | ' |
Acquisition contingent consideration liability | $0 | $91,740 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Acquisition contingent consideration liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Acquisition contingent consideration liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
fair value on a recurring basis [Line Items] | ' | ' |
Acquisition contingent consideration liability | $0 | $91,740 |
Business_Description_and_Summa7
Business Description and Summary of Significant Accounting Policies (Details 4) (Fair Value, Inputs, Level 3 [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Warrant Derivative Liabilities [Member] | ' |
fair value on a recurring basis [Line Items] | ' |
Balance at January 1, 2013 | $984,356 |
Gain recognized in earnings | -246,337 |
New warrants issued | 1,485,313 |
Balance at September 30, 2013 | 2,223,332 |
Acquisition Contingent Consideration Liability [Member] | ' |
fair value on a recurring basis [Line Items] | ' |
Balance at January 1, 2013 | 91,740 |
Gain recognized in earnings | -91,740 |
Balance at September 30, 2013 | $0 |
Business_Description_and_Summa8
Business Description and Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Advertising Expense | ' | ' | $0 | $50,000 | ' |
Asset Impairment Charges | ' | ' | 0 | 0 | ' |
Discount Of Estimated Payments | ' | ' | 16,800,000 | ' | ' |
Discount Of Estimated Payments Interest Rate | ' | ' | 16.70% | ' | ' |
Royalty Revenue Percentage | 1.00% | 1.00% | 1.00% | 1.00% | ' |
Future Royalty Liability | $13,800,000 | ' | $13,800,000 | ' | $13,800,000 |
Other Intangible Assets [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Estimable useful lives | ' | ' | '15 years | ' | ' |
Building [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | '30 years | ' | ' |
Computers and Equipment [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | '3 years | ' | ' |
Computers and Equipment [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | '7 years | ' | ' |
Geographic Concentration Risk [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | 98.00% | 97.00% | ' |
Customer Concentration Risk [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | 5.00% | 6.00% | ' |
Accounts Receivable Percentage | ' | ' | 19.00% | 21.00% | ' |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended |
Jun. 10, 2013 | Mar. 31, 2012 | |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Stock issued (in shares) | ' | 1,475,037 |
Warrants Issued In Offering, Right To Acquire Common Shares Per Warrant | 0.5 | ' |
Warrants Issued In Offering, Exercise Price | $0.72 | ' |
Warrant Issued In Offering, Percentage Of Premium Based On 4 June 2013 Closing Price | 15.00% | ' |
Proceeds from Issuance or Sale of Equity, Total | $4,450,000 | ' |
Payments of Stock Issuance Costs | 400,000 | ' |
Lincoln Park Capital Fund Llc [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Stock issued | ' | 3,899,996 |
Investor [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Stock issued | $8,510,000 | ' |
Stock Issued During Period, Price Per Share | $0.57 | ' |
Stock Issued During Period, Percentage Of Discount Based On 4 June 2013 Closing Price | 10.00% | ' |
Acquisition_Details_Textual
Acquisition (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Business Acquisition [Line Items] | ' |
Business Acquisition Gross Revenue Achievement Period | '2 years |
Gross Revenue Equals Or Exceeds One Million [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Acquisition Additional Equity Interest Issued Or Issuable Value Assigned | 500,000 |
Business Acquisition Gross Revenue | 1,000,000 |
Gross Revenue Equals Or Exceeds Two Million [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Acquisition Additional Equity Interest Issued Or Issuable Value Assigned | 500,000 |
Business Acquisition Gross Revenue | 2,000,000 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current inventories | ' | ' |
Raw materials | $2,223,978 | $1,919,250 |
Work in process | 4,176,764 | 4,991,032 |
Finished goods | 8,004,314 | 7,350,332 |
Inventory, Gross | 14,405,056 | 14,260,614 |
Reserve | -1,176,673 | -1,119,193 |
Current inventories, total | 13,228,383 | 13,141,421 |
Non-current inventories | ' | ' |
Finished goods | 1,238,225 | 1,238,225 |
Non-current inventories, total | 1,238,225 | 1,238,225 |
Total inventories | $14,466,608 | $14,379,646 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | $10,141,816 | $9,572,822 |
Less: accumulated depreciation | -4,820,824 | -4,337,955 |
Property and equipment, net | 5,320,992 | 5,234,867 |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 1,653,263 | 1,653,263 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 5,761,079 | 5,172,523 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 312,650 | 312,650 |
Computer software[Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 395,146 | 392,206 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 170,118 | 170,118 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | 1,808,461 | 1,793,756 |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | $41,099 | $78,306 |
Property_and_Equipment_Net_Det1
Property and Equipment, Net (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost of Property Repairs and Maintenance | $198,986 | $204,947 |
Depreciation | 530,020 | 516,162 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Capital Leased Assets, Gross | 549,603 | ' |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | $142,307 | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Intellectual Property | ' | ' |
Gross carrying value | $848,675 | $820,778 |
Accumulated amortization | -285,151 | -228,400 |
Net carrying value | 563,524 | 592,378 |
Aggregate amortization expense: | 56,750 | 74,918 |
Estimated amortization expense: | ' | ' |
Remainder of 2013 | ' | 18,729 |
2014 | ' | 74,918 |
2015 | ' | 74,918 |
2016 | ' | 74,918 |
2017 | ' | 74,918 |
Thereafter | ' | 245,123 |
Total | ' | $563,524 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Accrued Liabilities [Line Items] | ' | ' |
Acquisition contingent liability | $0 | $91,740 |
Accrued stock compensation | 171,174 | 218,850 |
Wages/commissions payable | 1,129,555 | 1,013,909 |
Other accrued expenses | 513,743 | 1,075,591 |
Accrued Liabilities Current | $1,814,472 | $2,400,090 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | $22,087,112 | $21,421,420 |
Less: Current portion | -47,018 | -45,135 |
Debt discount | -5,976,030 | -6,893,183 |
Long-term debt | 16,064,064 | 14,483,102 |
Ros Acquisition Offshore [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | 20,000,000 | 20,000,000 |
Amendment To Credit Agreement Adjustment Fee Payable | 700,000 | 0 |
Midcap and Silicon Valley Bank [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | $1,387,112 | $1,421,420 |
Longterm_Debt_Details_1
Long-term Debt (Details 1) (USD $) | Sep. 30, 2013 |
Schedule of maturities due on debt [Line Items] | ' |
Remainder of 2013 | $11,357 |
2014 | 47,727 |
2015 | 50,670 |
2016 | 1,720,463 |
2017 | 6,723,781 |
Thereafter | 13,533,114 |
Total | $22,087,112 |
Longterm_Debt_Details_2
Long-term Debt (Details 2) (USD $) | Sep. 30, 2013 |
Estimated future royalty payments [Line Items] | ' |
Remainder of 2013 | $197,000 |
2014 | 853,000 |
2015 | 1,050,000 |
2016 | 1,289,000 |
2017 | 1,384,000 |
Thereafter | 8,477,000 |
Total | $13,250,000 |
Longterm_Debt_Details_Textual
Long-term Debt (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | ||
Aug. 24, 2012 | Apr. 23, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line of Credit Facility, Description | ' | 'The facility allowed borrowings based upon a predetermined formula of up to 80% of Bacterin's eligible accounts receivable, as defined in the credit and security agreement. The Company also amended its existing Loan and Security Agreement with MidCap to allow the Company to borrow up to an additional $3 million in connection with a permitted acquisition. The credit facility carried an interest rate of LIBOR plus 4%, subject to a LIBOR floor rate of 2.5%. The Company also agreed to pay a 0.5% collateral management fee on the average outstanding balance of the facility and 1% of the average unused portion of the facility, as well as a 1% origination fee. | ' | ' |
Royalty Payments 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 each of the next ten years | ' | ' | ' |
Future Royalty Liability | ' | ' | $13,800,000 | $13,800,000 |
Royalty liability related to financing | ' | ' | 7,341,520 | ' |
Amendment To Credit Agreement, Minimum Liquidity Requirement Amount | ' | ' | 1,500,000 | ' |
Minimum Liquidity Requirement Amount | ' | ' | 750,000 | ' |
Amendment To Credit Agreement Adjustment Fee Payable | ' | ' | 300,000 | ' |
Compliance Violations Of Covenants Related To Credit Agreement Description | ' | ' | 'The Company did not achieve the $8.5 million revenue in the second quarter of 2013 for which we received a waiver, in exchange, the Company agreed to pay a fee of $400,000 when the Company pays, prepays or is required to pay any principal amount of the loan. In addition, the Company did not hire a Chief Executive Officer within 90 days of the resignation of the prior Chief Executive Officer for which we received a waiver in exchange for Board observer rights. | ' |
Midcap and Silicon Valley Bank [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt Instrument, Unused Borrowing Capacity, Amount | ' | 5,000,000 | ' | ' |
Debt Instrument Additional Borrowing Limit | ' | 3,000,000 | ' | ' |
Proceeds from Other Debt | ' | ' | 10,000,000 | ' |
Valley Bank Of Belgrade [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | 6.00% | ' |
Debt Instrument, Periodic Payment | ' | ' | 10,746 | ' |
Debt Instrument, Maturity Date | ' | ' | 24-Dec-30 | ' |
Ros Acquisition Offshore [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt Instrument Borrowing Capacity Amount | 20,000,000 | ' | ' | ' |
Debt Instrument, Unused Borrowing Capacity, Amount | 5,000,000 | ' | ' | ' |
Line of Credit Facility, Description | 'LIBOR plus 12.13%, subject to a LIBOR floor rate of 1.0%. | ' | ' | ' |
Royalty Payments Description | ' | ' | 'LIBOR plus 12.13% maturing August 2019 | ' |
Installment Amount | 45,000,000 | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 2 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Schedule of activity under stock option plans [Line Items] | ' | ' | ' |
Outstanding at January 1, Shares | ' | 5,266,535 | 4,828,910 |
Granted, Shares | 2,000,000 | 3,331,250 | 1,105,000 |
Exercised, Shares | ' | -230,000 | -39,375 |
Cancelled or expired, Shares | ' | -729,000 | -1,152,250 |
Outstanding at September 30, Shares | 7,638,785 | 7,638,785 | 4,742,285 |
Exercisable at September 30, Shares | 2,531,534 | 2,531,534 | 2,242,118 |
Outstanding at January 1, Weighted Average Exercise Price | ' | $2.02 | $2.14 |
Granted, Weighted Average Exercise Price | ' | $0.63 | $2 |
Exercised, Weighted Average Exercise Price | ' | $0.10 | $0.87 |
Cancelled or expired, Weighted Average Exercise Price | ' | $1.78 | $2.01 |
Outstanding at September 30, Weighted Average Exercise Price | $1.49 | $1.49 | $2.11 |
Exercisable at September 30, Weighted Average Exercise Price | $2.03 | $2.03 | $1.77 |
Outstanding at January 1, Weighted Average Fair Value At Grant Date | ' | $1.03 | $1.01 |
Granted, Weighted Average Fair Value At Grant Date | ' | $0.53 | $1.19 |
Exercised, Weighted Average Fair Value At Grant Date | ' | $0.06 | $0.37 |
Cancelled or expired, Weighted Average Fair Value At Grant Date | ' | $0.90 | $0.78 |
Outstanding at September 30, Weighted Average Fair Value At Grant Date | $0.86 | $0.86 | $1.04 |
Exercisable at September 30, Weighted Average Fair Value At Grant Date | $0.98 | $0.98 | $0.76 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted stock award activity [Line Items] | ' |
Outstanding at Jan. 1, 2013, Shares | 733,900 |
Awarded, Shares | 0 |
Cancelled, Shares | -112,500 |
Vested, Shares | -164,500 |
Outstanding at September 30, 2013, Shares | 456,900 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | |
24-May-13 | Sep. 30, 2013 | Sep. 30, 2012 | |
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 Available for Grant | ' | 622,648 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | 1.68% | ' |
Granted, Weighted Average Fair Value At Grant Date | ' | $0.53 | $1.19 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | ' | $667,175 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | '6 years 4 months 24 days | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | 62.60% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ' | 0.00% | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | ' | 0 | ' |
Maximum [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Forfeiture Rate | ' | 20.00% | ' |
Minimum [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Forfeiture Rate | ' | 17.00% | ' |
Employee Stock Option [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | ' | 799,941 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | ' | 132,766 | ' |
Share Based Compensation Arrangements By Share Based Payment Award Options Unvested Options | ' | 5,107,251 | ' |
Granted, Weighted Average Fair Value At Grant Date | ' | $0.80 | ' |
Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | 11,924 | 491,051 |
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 | ' | 160,021 | ' |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vesting Period | '1 year | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 335,000 | ' | ' |
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 | $0.68 | ' | ' |
Warrants_Details
Warrants (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
warrant activity [Line Items] | ' |
Outstanding at January 1, 2013, Shares | 7,321,667 |
Issued, Shares | 4,352,215 |
Exercised, Shares | 0 |
Expired, Shares | -533,173 |
Outstanding at Sep 30, 2013, Shares | 11,140,709 |
Outstanding at January 1, 2013, Weighted Average Exercise Price | 2.2 |
Issued, Weighted Average Exercise Price | $0.72 |
Exercised, Weighted Average Exercise Price | $0 |
Expired, Weighted Average Exercise Price | $2 |
Outstanding at Sep 30, 2013, Weighted Average Exercise Price | 1.63 |
Warrants_Details_1
Warrants (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Value of underlying common stock (per share) | $0.68 | $1.55 |
Risk free interest rate | 0.72% | 0.38% |
Term to expiration/implied expected life | '5 years 11 months 16 days | '4 years 1 month 24 days |
Dividend yield | 0.00% | 0.00% |
Volatility | 63.00% | 62.00% |
Warrants_Details_2
Warrants (Details 2) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Class of Warrant or Right [Line Items] | ' | ' |
Outstanding at January 1, 2013, Shares | 7,321,667 | ' |
Derivative warrants issued | 4,352,215 | ' |
Outstanding at Sep 30, 2013, Shares | 11,140,709 | ' |
Warrant Derivative Liability [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Outstanding at January 1, 2013, Shares | 1,649,707 | 1,506,007 |
Derivative warrants issued | 4,352,215 | 143,700 |
Derivative warrants exercised | 0 | 0 |
Outstanding at Sep 30, 2013, Shares | 6,001,922 | 1,649,707 |
Warrants_Details_Textual
Warrants (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | |||||||
Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2010 | Jun. 30, 2013 | Mar. 31, 2012 | Sep. 30, 2013 | Jul. 23, 2012 | |
Bridge Loan [Member] | Broker [Member] | Debt Financing [Member] | Lincoln Park Capital Fund Llc [Member] | Lincoln Park Capital Fund Llc [Member] | Equity Financing [Member] | Private Placement [Member] | |||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | 1.63 | ' | 2.2 | ' | 2.3 | ' | ' | ' | ' | 1.03 |
Class of Warrant or Right, Outstanding | ' | 11,140,709 | ' | 7,321,667 | 1,570,565 | ' | 375,000 | 97,828 | 143,700 | 4,254,387 | ' |
Unrealized Gain On Warranty Derivative Liability | ' | $246,337 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants | ' | ' | ' | ' | ' | 297,991 | ' | ' | ' | ' | 300,895 |
Class Of Warrant Or Right Issued During Period Value | $1,485,313 | $0 | $220,872 | ' | ' | ' | ' | ' | ' | ' | $342,485 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 |
Schedule of future minimum payments by operating lease [Line Items] | ' |
Remainder of 2013 | $61,599 |
2014 | 269,400 |
2015 | 263,136 |
2016 | 263,136 |
2017 | 263,136 |
Thereafter | 823,730 |
Total | $1,944,137 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Schedule of commitment and contingencies [Line Items] | ' | ' |
Operating Leases, Rent Expense, Net | $204,180 | $234,316 |
Market Exchange Notification Description | 'On May 13, 2013, we received a deficiency notice from the New York Stock Exchange (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. | ' |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Supplemental disclosure of cash flow information | ' | ' | ' |
Interest | ' | $3,436,006 | $815,031 |
Income taxes | ' | 0 | 0 |
Non-cash activities: | ' | ' | ' |
Net shares issued for non-cash consulting expense | ' | 157,561 | 0 |
Capital lease acquisition | ' | 0 | 408,257 |
Issuance of warrants | 1,485,313 | 0 | 220,872 |
Non-cash accrued compensation | ' | 0 | 304,680 |
Debt discount related to financing | ' | 0 | 7,341,520 |
Royalty liability related to financing | ' | 0 | 7,341,520 |
SeaArk Capital, LLC [Member] | ' | ' | ' |
Non-cash activities: | ' | ' | ' |
Settlement of SeaArk accounts receivable | ' | 1,829,647 | 0 |
Inventory received in SeaArk settlement | ' | 409,838 | 0 |
Write-off of SeaArk allowance for doubtful accounts | ' | 1,419,809 | 0 |
Ros Acquisition Offshore [Member] | ' | ' | ' |
Non-cash activities: | ' | ' | ' |
ROS adjustment fee | ' | $700,000 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 2 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Accounts payable - related party | $555,361 | $555,361 | ' | $418,922 |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 2,000,000 | 3,331,250 | 1,105,000 | ' |
Sale of Stock, Price Per Share | $0.60 | $0.60 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Percentage After One Year | ' | 20.00% | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Remaining Percentage | ' | 80.00% | ' | ' |
Forty Seven Equal Monthly Installment [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | ' | 33,334 | ' | ' |
One Final Installment [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | ' | 33,302 | ' | ' |
American Donor Services [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Accounts payable - related party | 555,361 | 555,361 | ' | ' |
Recovery of Direct Costs | ' | 1,558,360 | 1,004,036 | ' |
Mr Godfrey [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Servicing Fees, Net | ' | 5,000 | ' | ' |
West Coast Tissue Services [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Recovery of Direct Costs | ' | $577,200 | 389,500 | ' |
Mr Cook [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Number Of Stock Collateralized For Loan | ' | 1,850,000 | ' | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Subsequent Event [Line Items] | ' | ' |
Revenues, Total | $10.50 | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | 1,500,000 |
Percentage Of Additional Exit Fees On Loan | ' | 3.50% |