Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 12, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'BONE | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 54,858,458 | ' |
Entity Registrant Name | 'Bacterin International Holdings, Inc. | ' | ' |
Entity Central Index Key | '0001453593 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $18,037,202 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $3,046,340 | $4,926,066 |
Trade accounts receivable, net of allowance for doubtful accounts of $1,309,859 and $1,576,955, respectively | 4,793,834 | 7,154,065 |
Inventories, net | 10,753,600 | 13,141,421 |
Prepaid and other current assets | 574,910 | 353,271 |
Total current assets | 19,168,684 | 25,574,823 |
Non-current Assets: | ' | ' |
Non-current inventories | 2,119,952 | 1,238,225 |
Property and equipment, net | 5,180,556 | 5,234,867 |
Intangible assets, net | 586,965 | 592,378 |
Goodwill | 0 | 728,618 |
Other assets | 1,821,471 | 1,126,643 |
Total Assets | 28,877,628 | 34,495,554 |
Current Liabilities: | ' | ' |
Accounts payable | 2,767,639 | 3,997,789 |
Accounts payable - related party | 647,844 | 418,922 |
Accrued liabilities | 3,585,037 | 2,400,090 |
Warrant derivative liability | 1,594,628 | 984,356 |
Current portion of capital lease obligations | 171,926 | 149,729 |
Current portion of royalty liability | 836,750 | 698,408 |
Current portion of long-term debt | 47,727 | 45,135 |
Total current liabilities | 9,651,551 | 8,694,429 |
Long-term Liabilities: | ' | ' |
Capital lease obligation, less current portion | 73,777 | 245,703 |
Long term royalty liability, less current portion | 6,609,232 | 6,839,935 |
Long-term debt, less current portion | 16,385,245 | 14,483,102 |
Total Liabilities | 32,719,805 | 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; 53,432,820 shares issued and outstanding as of December 31, 2013 and 42,877,770 shares issued and outstanding as of December 31, 2012 | 53 | 43 |
Additional paid-in capital | 56,516,443 | 51,897,890 |
Accumulated deficit | -60,358,673 | -47,665,548 |
Total Stockholders’ Equity | -3,842,177 | 4,232,385 |
Total Liabilities & Stockholders’ Equity | $28,877,628 | $34,495,554 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $1,309,859 | $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 | 53,432,820 | 42,877,770 |
Common Stock, shares outstanding | 53,432,820 | 42,877,770 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue | ' | ' |
Tissue sales | $32,563,933 | $32,414,026 |
Royalties and other | 509,481 | 565,873 |
Total Revenue | 33,073,414 | 32,979,899 |
Cost of sales | 14,185,719 | 10,337,303 |
Gross Profit | 18,887,695 | 22,642,596 |
Operating Expenses | ' | ' |
General and administrative | 10,777,020 | 11,135,058 |
Sales and marketing | 16,017,229 | 15,617,416 |
Depreciation and amortization | 377,524 | 406,888 |
Impairment of goodwill | 728,618 | 0 |
Non-cash consulting expense | -5,117 | 427,787 |
Total Operating Expenses | 27,895,274 | 27,587,149 |
Loss from Operations | -9,007,579 | -4,944,553 |
Other Income (Expense) | ' | ' |
Interest expense | -4,653,232 | -1,864,901 |
Change in warrant derivative liability | 875,041 | 1,360,160 |
Write-off of debt related costs | 0 | -705,885 |
Other income (expense) | 92,645 | -1,558,643 |
Total Other Income (Expense) | -3,685,546 | -2,769,269 |
Net Loss Before (Provision) Benefit for Income Taxes | -12,693,125 | -7,713,822 |
(Provision) Benefit for Income Taxes | ' | ' |
Current | 0 | 0 |
Deferred | 0 | 0 |
Net Loss | ($12,693,125) | ($7,713,822) |
Net loss per share: | ' | ' |
Basic (in dollars per share) | ($0.27) | ($0.18) |
Dilutive (in dollars per share) | ($0.27) | ($0.18) |
Shares used in the computation: | ' | ' |
Basic (in shares) | 47,530,072 | 42,445,386 |
Dilutive (in shares) | 47,530,072 | 42,445,386 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (USD $) | Total | Private Placement [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Retained Earnings [Member] |
Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | ||||||
Balance at Dec. 31, 2011 | $5,501,046 | ' | $40 | ' | $45,452,732 | ' | ($39,951,726) | ' |
Balance (in shares) at Dec. 31, 2011 | ' | ' | 40,841,218 | ' | ' | ' | ' | ' |
Stock-based compensation | 1,956,055 | ' | 1 | ' | 1,956,054 | ' | 0 | ' |
Stock-based compensation (in shares) | ' | ' | 394,668 | ' | ' | ' | ' | ' |
Exercise of options | 46,003 | ' | 0 | ' | 46,003 | ' | 0 | ' |
Exercise of options (in shares) | 39,375 | ' | 39,375 | ' | ' | ' | ' | ' |
Exercise of warrants | 0 | ' | 0 | ' | 0 | ' | 0 | ' |
Exercise of warrants (in shares) | ' | ' | 129,972 | ' | ' | ' | ' | ' |
Issuance of warrants | 563,357 | ' | 0 | ' | 563,357 | ' | 0 | ' |
Stock Issued During Period, Value, New Issues | ' | 3,879,746 | ' | 2 | ' | 3,879,744 | ' | 0 |
Stock Issued During Period, Shares, New Issues (in shares) | ' | ' | ' | 1,472,537 | ' | ' | ' | ' |
Net loss | -7,713,822 | ' | 0 | ' | 0 | ' | -7,713,822 | ' |
Balance at Dec. 31, 2012 | 4,232,385 | ' | 43 | ' | 51,897,890 | ' | -47,665,548 | ' |
Balance (in shares) at Dec. 31, 2012 | ' | ' | 42,877,770 | ' | ' | ' | ' | ' |
Stock-based compensation | 996,300 | ' | 0 | ' | 996,300 | ' | 0 | ' |
Stock-based compensation (in shares) | ' | ' | 316,276 | ' | ' | ' | ' | ' |
Exercise of options | 27,575 | ' | 0 | ' | 27,575 | ' | 0 | ' |
Exercise of options (in shares) | 230,000 | ' | 230,000 | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | 4,450,001 | ' | 9 | ' | 4,449,992 | ' | 0 | ' |
Stock Issued During Period, Shares, New Issues (in shares) | ' | ' | 8,508,774 | ' | ' | ' | ' | ' |
Issuance of warrants in conjunction with the issuance of stock | -1,485,313 | ' | 0 | ' | -1,485,313 | ' | 0 | ' |
Issuance of stock to ROS in exchange for debt waiver | 630,000 | ' | 1 | ' | 629,999 | ' | 0 | ' |
Issuance of stock to ROS in exchange for debt waiver (in shares) | ' | ' | 1,500,000 | ' | ' | ' | ' | ' |
Net loss | -12,693,125 | ' | 0 | ' | 0 | ' | -12,693,125 | ' |
Balance at Dec. 31, 2013 | ($3,842,177) | ' | $53 | ' | $56,516,443 | ' | ($60,358,673) | ' |
Balance (in shares) at Dec. 31, 2013 | ' | ' | 53,432,820 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities: | ' | ' |
Net loss | ($12,693,125) | ($7,713,822) |
Noncash adjustments: | ' | ' |
Depreciation and amortization | 753,522 | 782,889 |
Amortization of debt discount | 1,251,125 | 502,044 |
Write-off of debt discount | 0 | 705,885 |
Non-cash consulting expense/stock option expense | 838,847 | 1,554,657 |
Warrants issued for services | 0 | 342,485 |
Non-cash interest | 633,398 | 196,823 |
Provision for losses on accounts receivable and inventory | 2,320,955 | 636,704 |
Loss on disposal of assets | -500 | 7,902 |
Change in derivative warrant liability | -875,041 | -1,360,160 |
Reduction of contingent liability | -91,740 | -358,426 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 797,680 | -414,860 |
Inventories | 747,691 | -5,271,950 |
Prepaid and other current assets | 263,352 | -1,049,458 |
Accounts payable | -1,001,228 | 1,249,255 |
Accrued liabilities | 1,434,140 | -602,300 |
Net cash used in operating activities | -5,620,924 | -10,792,332 |
Investing activities: | ' | ' |
Purchases of property and equipment | -623,045 | -1,825,614 |
Impairment of goodwill | 728,618 | 0 |
Intangible asset additions | -70,255 | -11,163 |
Net cash provided by (used in) investing activities | 35,318 | -1,836,777 |
Financing activities: | ' | ' |
Proceeds from the issuance of long-term debt | 0 | 22,741,719 |
Payments on long-term debt | -621,967 | -9,784,482 |
Payments on capital leases | -149,729 | -78,925 |
Proceeds from issuance of stock | 4,450,001 | 3,879,749 |
Proceeds from exercise of options | 27,575 | 46,003 |
Net cash provided by financing activities | 3,705,880 | 16,804,064 |
Net change in cash and cash equivalents | -1,879,726 | 4,174,955 |
Cash and cash equivalents at beginning of period | 4,926,066 | 751,111 |
Cash and cash equivalents at end of period | $3,046,340 | $4,926,066 |
Business_Description_and_Summa
Business Description and Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 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 scaffolds and promote bone and soft 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, and promotion of skull healing following neurosurgery and regeneration in knee and other joint surgeries. | ||||||||
Bacterin’s device division develops bioactive coatings based upon proprietary knowledge of the phenotypical changes made by microbes as they sense and adapt to changes in their environment. Bacterin develops, employs, and licenses bioactive coatings for various medical device applications. | ||||||||
An operating segment is a component of an enterprise whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The primary performance measure used by management is net income or loss. The Company operates in two distinct lines of business consisting of the biologics and devices divisions. However, due to the immaterial revenue from devices to date, the Company reports as one segment. | ||||||||
The Company's revenue is derived principally from the sale or license of its medical products, coatings and device implants. The markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company's operating results. The Company's business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution model, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available tissue donors could have an adverse impact on the business. | ||||||||
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 2013 and 2012, respectively. One customer accounted for approximately 4% and 5% of the Company’s revenue for 2013 and 2012, respectively. One customer represented 5% and 22% of net accounts receivable at December 31, 2013 and 2012, respectively. The Company provides for uncollectible amounts when specific credit issues arise. Management’s estimates for uncollectible amounts have been adequate during prior periods, and management believes that all significant credit risks have been identified at December 31, 2013. | ||||||||
Revenue by geographical region is as follows: | ||||||||
Year ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
United States | $ | 32,488,822 | $ | 31,947,757 | ||||
Rest of World | 584,592 | 1,032,142 | ||||||
$ | 33,073,414 | $ | 32,979,899 | |||||
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 included 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. | ||||||||
After reviewing the full year product line sales associated with the goodwill asset and the fact that the sales were not meeting original projections, management engaged an independent third party to review the asset for impairment in accordance with and pursuant to ASC 350 and ASC 360-10. The implied fair value of the goodwill was determined in the same manner as the amount of goodwill recognized in a business combination, as determined under ASC 805. The independent third party concluded that the goodwill asset was in fact impaired and should be written down fully to $0 indicating a goodwill impairment amount of $728,618. | ||||||||
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 equity and debt financings. The Company has not designated its warrant derivative liability as a hedging instrument as described in ASC 815 and any changes in the fair market value of the warrant derivative liability is recognized in the consolidated statement of operations during the period of change. See Note 9, “Warrants” below. | ||||||||
Intangible Assets | ||||||||
Intangible assets with estimable useful lives must be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or circumstances indicate their carrying amount may not be recoverable. Intangible assets include trademarks, customer lists and patents and include costs to acquire and protect Company patents. Intangible assets are carried at cost less accumulated amortization. The Company amortizes these assets on a straight-line basis over their estimated useful lives of five years for customer lists and 15 years for all other intangible assets. The costs of patent filings and trademarks that have not been approved by regulatory authorities are not subject to amortization until such time that the filings are approved. During the period when a filing is denied or abandoned, all related costs are expensed. | ||||||||
Revenue Recognition | ||||||||
Revenue is recognized when all of the following criteria are met: a) the Company has entered into a legally binding agreement with the customer; b) the products or services have been delivered; c) the Company's fee for providing the products and services is fixed or determinable; and d) collection of the Company’s fee is probable. | ||||||||
The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. If an arrangement includes a right of acceptance or a right to cancel, revenue is recognized when acceptance is received or the right to cancel has expired. | ||||||||
The Company ships to certain customers under consignment arrangements whereby the Company’s product is stored by the customer. The customer is required to report the use to the Company and upon such notice, the Company invoices the customer and revenue is recognized when above criteria has been met. | ||||||||
The Company also receives royalty revenue from third parties related to licensing agreements. The Company has royalty agreements with RyMed and Bard Access Systems. Revenue under these agreements represented less than 1% of total revenue for 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. Advertising costs of approximately $47,000 and $51,000 were expensed for the years ended December 31, 2013 and 2012, respectively. | ||||||||
Research and Development | ||||||||
Research and development costs, which are principally related to internal costs for the development of new technologies and processes for tissue and coatings, are expensed as incurred 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 during the years ended December 31, 2013 and 2012. See Note 11, “Income Taxes” below. | ||||||||
Long-Lived Assets | ||||||||
Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. No impairment was recorded during the years ended December 31, 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 years ended December 31, 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. | ||||||||
Dilutive earnings per share are not reported as their effects of including 18,461,493 and 12,838,799 outstanding stock options and warrants for the twelve months ended December 31, 2013 and 2012, respectively are anti-dilutive. | ||||||||
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. | ||||||||
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 twelve months ended December 31, 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 December 31, 2013 and December 31, 2012 that are measured at fair value on a recurring basis: | ||||||||
Accrued stock compensation | ||||||||
As of | As of | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | 211,212 | $ | 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 | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | - | $ | - | ||||
Level 2 | - | - | ||||||
Level 3 | 1,594,628 | 984,356 | ||||||
Acquisition contingent consideration liability | ||||||||
As of | As of | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | - | $ | - | ||||
Level 2 | - | - | ||||||
Level 3 | - | 91,740 | ||||||
The valuation technique used to measure fair value of the warrant liability and contingent consideration is based on a lattice model and significant assumptions and inputs determined by us. | ||||||||
Level 3 Changes | ||||||||
The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period ending December 31, 2012: | ||||||||
Warrant derivative liability | ||||||||
Balance at January 1, 2013 | $ | 984,356 | ||||||
New Issuance in 2013 | 1,485,313 | |||||||
Gain recognized in earnings | -875,041 | |||||||
Balance at December 31, 2013 | $ | 1,594,628 | ||||||
Acquisition contingent consideration liability | ||||||||
Balance at January 1, 2013 | $ | 91,740 | ||||||
Gain recognized in earnings | -91,740 | |||||||
Balance at December 31, 2013 | $ | - | ||||||
During the year ended December 31, 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. 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 | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Stockholders Equity Note Disclosure [Text Block] | ' |
(2) Equity | |
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 the Company of approximately $4.45 million, after deducting approximately $400,000 of placement agent’s fees and offering expenses. Proceeds from the transaction were used to fund the Company's operations and working capital requirements. | |
On November 14, 2013, the Company received a waiver from ROS for failure to achieve $10.5 million of revenue in the third quarter of 2013. In exchange for the waiver and reduction of future quarterly minimum revenue thresholds, the Company issued 1,500,000 shares of restricted stock to an affiliate of ROS on November 25, 2013. | |
On May 27, 2011, we entered into a Purchase Agreement and Registration Rights Agreement with Lincoln Park Capital Fund, LLC (“LPC”) whereby LPC agreed to purchase up to $31 million of our common stock from time to time pursuant to the terms of the Purchase Agreement and we agreed to register the shares purchased by LPC. During the first quarter of 2012, we issued 1,472,537 shares of our common stock to LPC for net proceeds of $3,879,749. We used the proceeds for working capital and general corporate purposes. The Purchase Agreement allowed us to terminate the Purchase Agreement for any reason or for no reason with one business day's notice to LPC. On May 3, 2012, we terminated the LPC Purchase Agreement. | |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
(3) Inventories | ||||||||
Inventories consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Current inventories | ||||||||
Raw materials | $ | 2,710,091 | $ | 1,919,250 | ||||
Work in process | 3,333,672 | 4,991,032 | ||||||
Finished goods | 5,775,813 | 7,350,332 | ||||||
11,819,576 | 14,260,614 | |||||||
Reserve for obsolescence | -1,065,976 | -1,119,193 | ||||||
Current inventories, total | 10,753,600 | 13,141,421 | ||||||
Non-current inventories | ||||||||
Finished goods | 3,341,411 | 1,238,225 | ||||||
Reserve for obsolescence | -1,221,459 | - | ||||||
Non-current inventories, total | 2,119,952 | 1,238,225 | ||||||
Total inventories | $ | 12,873,552 | $ | 14,379,646 | ||||
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
(4) Property and Equipment, Net | ||||||||
Property and equipment, net are as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Buildings | $ | 1,653,263 | $ | 1,653,263 | ||||
Equipment | 5,768,478 | 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 | 10,149,215 | 9,572,822 | ||||||
Less: accumulated depreciation | -4,968,659 | -4,337,955 | ||||||
$ | 5,180,556 | $ | 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 December 31, 2013, the Company has recorded $549,604 gross assets in Equipment, and $159,722 of accumulated depreciation relating to assets under capital leases. | ||||||||
Maintenance and repairs expense for 2013 and 2012 was $244,398 and $287,811, respectively. Depreciation expense related to property and equipment, including property under capital lease for 2013 and 2012 was $677,856 and $707,971, respectively. | ||||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets Disclosure [Text Block] | ' | |||||||
(5) Intangible Assets | ||||||||
Bacterin has applied for various patents with regards to processes for its products. | ||||||||
The following table sets forth information regarding intangible assets: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Intellectual Property | ||||||||
Gross carrying value | $ | 891,034 | $ | 820,778 | ||||
Accumulated amortization | -304,069 | -228,400 | ||||||
Net carrying value | $ | 586,965 | $ | 592,378 | ||||
Aggregate amortization expense: | $ | 75,668 | $ | 74,918 | ||||
Estimated amortization expense: | ||||||||
2014 | $ | 75,668 | $ | 74,918 | ||||
2015 | 75,668 | 74,918 | ||||||
2016 | 75,668 | 74,918 | ||||||
2017 | 75,668 | 74,918 | ||||||
2018 | 75,668 | 74,918 | ||||||
Thereafter | 208,625 | 217,788 | ||||||
Total | $ | 586,965 | $ | 592 | ||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
(6) Accrued Liabilities | ||||||||
Accrued liabilities consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Acquisition contingent liability | $ | - | $ | 91,740 | ||||
Accrued stock compensation | 211,212 | 218,850 | ||||||
Wages/commissions payable | 1,728,576 | 1,013,909 | ||||||
Other accrued expenses | 1,645,249 | 1,075,591 | ||||||
$ | 3,585,037 | $ | 2,400,090 | |||||
During 2013, management reviewed and adjusted the assumptions associated with the contingent liability which resulted in a reduction of the contingent liability to $0 as of December 31, 2013. | ||||||||
Longterm_Debt
Long-term Debt | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Long-term Debt [Text Block] | ' | ||||||||||||||||
(7) Long-term Debt | |||||||||||||||||
On July 29, 2011, we entered into Loan and Security Agreement with MidCap Funding III, LLC (“MidCap”), whereby MidCap and Silicon Valley Bank (“SVB”) agreed to provide a $15 million credit facility which allowed us to borrow $7 million and up to an additional $8 million in connection with a permitted acquisition through December 31, 2011. The $8 million portion expired unused as of December 31, 2011. The credit facility was secured by substantially all of our assets and carried an interest rate of LIBOR plus 7.5%, subject to a LIBOR floor rate of 3% and contained covenants based upon revenue thresholds. Repayment was interest only for the first nine months, with principal and interest for the subsequent 33 months. In the second quarter of 2012, the interest only period was extended through December 31, 2012. We repaid this loan in full with the proceeds from our credit facility with ROS Acquisition Offshore LP (“ROS”) on August 24, 2012. | |||||||||||||||||
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 for the next nine months 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. The Company repaid this accounts receivable credit facility in full with the proceeds from the credit facility with 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. The Credit Agreement also provided for an additional $5 million upon achievement of certain revenue objectives prior to December 31, 2013, which were not achieved. On March 6, 2014, we entered into a Sixth Amendment to our Credit Agreement which allowed us to borrow an additional $4 million in exchange for 1,500,000 shares of our common stock. The loan carries an interest rate of LIBOR plus 12.13%, subject to a LIBOR floor rate of 1.0%. Bacterin also entered into an agreement to pay a royalty of 1.75% on the first $45,000,000 of net sales, plus 1.0% of net sales in excess of $45,000,000 for ten years. Upon the occurrence of a defined event of default, ROS has the option to require the Company to purchase from ROS all of its rights to the remaining royalty payments that will become due in accordance with the royalty agreement (the “ROS Put Option”). The ROS Put Option meets the definition of an embedded derivative instrument in accordance with ASC 815. The Company used a Monte Carlo simulation model to determine the fair value of the embedded derivative and concluded it had an immaterial value at December 31, 2013 and 2012. As such, the Company has not recorded a derivative liability related to the ROS Put Option and has not recognized any change in the fair value of this derivative liability in the consolidated financial statements because the impact is immaterial. Management will reassess the fair value of the embedded derivative instrument at each reporting period and record if and when it becomes material to the consolidated financial statements. Bacterin has the right to repurchase the loan and royalty interest at amounts to be determined based on the date of repurchase, less the amount of prior principal, interest and royalty payments The repurchase amounts, following the additional $4 million we borrowed on March 6, 2014 and before deducting the amount of prior principal, interest and royalty payments, are as follows: (a) $37,500,000 if we exercise the repurchase option before August 24, 2014; (b) $40,000,000 if we exercise the repurchase option between August 24, 2014 and August 24, 2015; (c) $45,000,000 if we exercise the repurchase option between August 24, 2015 and August 24, 2016; (d) $52,500,000 if we exercise the repurchase option between August 24, 2016 and August 24, 2017; and (e) $56,250,000 if we exercise the repurchase option after August 24, 2017. We will also have to pay fees, currently in the amount of 3.5% of the aggregate principal amount of the loan, as a result of waivers and modifications we have received in connection with the financial covenants in the Credit Agreement. The loan is secured by substantially all of our assets. The estimate of the royalty component of the facility over the life of the agreement resulted in a debt discount and a royalty liability of $7,341,520. 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 following table provides an approximation of the repurchase price based on revenue equal to the minimum revenue required pursuant to the financial covenants in our Credit Agreement and four years of interest only payments with principal and interest amortized over years five through seven. Any modification in the payment schedule or in actual revenue achieved would change the Net Buyout Amount in the table below. The estimated amounts in the table below do not include fees payable on the aggregate principal amount of the loan pursuant to waivers and modifications to the Credit Agreement. The table below is for illustration purposes only and there can be no assurance that we will achieve the minimum revenue required by the financial covenants or that we will timely make all required payments. | |||||||||||||||||
Calculation of ROS Buyout | Repurchase | Interest/Principal | Estimated | Estimated | Net Buyout Amount | ||||||||||||
Royalty on | Total | ||||||||||||||||
Minimum | Cumulative | ||||||||||||||||
Price | Payments | Revenue | Payments | ||||||||||||||
Before August 24, 2014 | $ | 37,500,000 | $ | 2,878,667 | $ | 542,500 | $ | 6,718,167 | $ | 30,781,833 | |||||||
Between August 24, 2014 and August 24, 2015 | $ | 40,000,000 | $ | 3,151,200 | $ | 638,750 | $ | 10,508,117 | $ | 29,491,883 | |||||||
Between August 24, 2015 and August 24, 2016 | $ | 45,000,000 | $ | 3,151,200 | $ | 665,000 | $ | 14,324,317 | $ | 30,675,683 | |||||||
Between August 24, 2016 and August 24, 2017 | $ | 52,500,000 | $ | 9,721,896 | $ | 665,000 | $ | 24,711,213 | $ | 27,788,787 | |||||||
After August 24, 2017 | $ | 56,250,000 | $ | 9,721,896 | $ | 665,000 | $ | 35,098,109 | $ | 21,151,891 | |||||||
Other non-operating expense in 2012 consisted of a non cash charge of approximately $706,000 of debt discounts and loan origination fees written off in addition to approximately $944,000 of prepayment penalties related to the term financing with MidCap and Silicon Valley Bank that was prepaid in connection with the new 2012 term loan financing with ROS. | |||||||||||||||||
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. | |||||||||||||||||
In 2013, we entered into a number of waivers and amendments to our credit facility with ROS, including amendments that increased the amount payable to ROS. These waivers and amendments are summarized below. | |||||||||||||||||
On May 16, 2013, we entered into an amendment to our Credit Agreement with ROS, whereby ROS agreed to reduce our minimum liquidity requirement from $1,500,000 to $750,000 until September 30, 2013. In exchange, we agreed to pay a fee in the amount of 1.5% of the aggregate amount of any principal payment, prepayment or repayment. | |||||||||||||||||
On August 12, 2013, we entered into a Waiver and Second Amendment to our Credit Agreement with ROS whereby we granted ROS Board observer rights in exchange for a waiver of our failure to replace our former Chief Executive Officer within 90 days of his resignation. | |||||||||||||||||
On August 12, 2013, we also entered into a Waiver and Third Amendment to our Credit Agreement with ROS whereby we agreed to pay an additional fee in the amount of 2% (in addition to our prior fee of 1.5%, for a total of 3.5%) of the aggregate amount of any principal payment, prepayment or repayment in exchange for a waiver of our failure to achieve the minimum revenue required in the second quarter of 2013. | |||||||||||||||||
On August 30, 2013, we entered into a Fourth Amendment to our Credit Agreement with ROS to revise the Board observer rights we granted to ROS. | |||||||||||||||||
On November 14, 2013, we entered into a Waiver and Fifth Amendment to our Credit Agreement with ROS whereby we agreed to issue 1.5 million shares of common stock to an affiliate of ROS in exchange for a waiver of our failure to achieve the minimum required revenue for the third quarter of 2013 and a reduction of future quarterly minimum revenue thresholds. | |||||||||||||||||
On March 6, 2014, we entered into a Sixth Amendment to our Credit Agreement with ROS whereby we borrowed an additional $4 million under the existing terms of our Credit Agreement with ROS and agreed to issue 1.5 million shares to an affiliate of ROS. | |||||||||||||||||
Long-term debt consists of the following: | |||||||||||||||||
December 31, | 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 | 1,375,030 | 1,421,420 | |||||||||||||||
22,075,030 | 21,421,420 | ||||||||||||||||
Less: Current portion | -47,727 | -45,135 | |||||||||||||||
Debt discount | -5,642,058 | -6,893,183 | |||||||||||||||
Long-term debt | $ | 16,385,245 | $ | 14,483,102 | |||||||||||||
The following is a summary of maturities due on the debt as of December 31, 2013: | |||||||||||||||||
2014 | $ | 47,727 | |||||||||||||||
2015 | 50,671 | ||||||||||||||||
2016 | 1,778,797 | ||||||||||||||||
2017 | 6,957,114 | ||||||||||||||||
2018 | 6,960,637 | ||||||||||||||||
Thereafter | 6,280,084 | ||||||||||||||||
Total | $ | 22,075,030 | |||||||||||||||
The following is a summary of estimated future royalty payments as of December 31, 2013: | |||||||||||||||||
2014 | $ | 836,750 | |||||||||||||||
2015 | 1,000,750 | ||||||||||||||||
2016 | 1,229,250 | ||||||||||||||||
2017 | 1,360,250 | ||||||||||||||||
2018 | 1,462,750 | ||||||||||||||||
Thereafter | 7,951,250 | ||||||||||||||||
Total | $ | 13,841,000 | |||||||||||||||
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||||||||||||||
(8) Stock-Based Compensation | ||||||||||||||||||||
Our Equity Incentive Plan ("The Plan") provides for stock awards, including options and performance stock awards, to be granted to employees, consultants, independent contractors, officers and directors. The purpose of the Plan is to enable us to attract, retain and motivate key employees, directors and, on occasion, independent consultants, by providing them with stock options and restricted stock grants. Stock options granted under the Plan may be either incentive stock options to employees, as defined in Section 422A of the Internal Revenue Code of 1986, or non-qualified stock options. The Plan is currently 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. 9 million shares are authorized under the Plan and at December 31, 2013, we had approximately 1,006,648 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 years ended December 31, 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. 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 1.16% for year ended December 31, 2013. | |||||||||||||||||||
¨ | Expected Term: We do not have adequate history to estimate an expected term of stock-based awards, and accordingly, we use the simplified method as prescribed by Staff Accounting Bulletin 107 to determine an expected term. We used a weighted-average expected term of 6.2 years for the year ended December 31, 2013. | |||||||||||||||||||
¨ | Volatility: We estimate expected volatility based on peer-companies as prescribed by ASC 718. We used a weighted-average volatility rate of 66% for the year ended December 31, 2013. | |||||||||||||||||||
¨ | Dividend Yield: The dividend yield assumption is based on our history and expectation of dividend payouts and was 0% as of December 31, 2013 and 2012. | |||||||||||||||||||
Activity under the Plan was as follows: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||
Average | Average Fair | Average | Average Fair | |||||||||||||||||
Exercise Price | Value at Grant | Exercise Price | Value at Grant | |||||||||||||||||
Date | Date | |||||||||||||||||||
Outstanding at January 1 | 5,266,535 | $ | 2.02 | $ | 1.03 | 4,828,910 | $ | 2.14 | $ | 1.01 | ||||||||||
Granted | 3,331,250 | 0.63 | 0.53 | 1,716,250 | 1.79 | 1.03 | ||||||||||||||
Exercised | -230,000 | 0.1 | 0.06 | -39,375 | 0.87 | 0.37 | ||||||||||||||
Cancelled or expired | -784,500 | 1.76 | 0.89 | -1,239,250 | 2.17 | 0.39 | ||||||||||||||
Outstanding at December 31 | 7,583,285 | $ | 1.49 | $ | 0.86 | 5,266,535 | $ | 2.02 | $ | 1.03 | ||||||||||
Exercisable at December 31 | 2,642,718 | $ | 2.1 | $ | 1.03 | 2,565,301 | $ | 1.83 | $ | 0.8 | ||||||||||
The total intrinsic value of options exercised in 2013 was $109,000. The aggregate intrinsic value of options outstanding as of December 31, 2013 is $72,666. The aggregate intrinsic value of exercisable options as of December 31, 2013 is $72,666. As of December 31, 2013, there were 4,940,567 unvested options with a weighted average fair value at the grant date of $0.77 per option. As of December 31, 2013, there is no compensation related to nonvested awards not yet recognized. | ||||||||||||||||||||
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. | ||||||||||||||||||||
Total share based compensation for employees and consultants was $975,905 and $1,554,657 for the years ending December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
The following table summarizes restricted stock award activity during the year ended December 31, 2013: | ||||||||||||||||||||
Shares | ||||||||||||||||||||
Outstanding at Jan. 1, 2013 | 733,900 | |||||||||||||||||||
Cancelled | -278,676 | |||||||||||||||||||
Vested | -146,724 | |||||||||||||||||||
Outstanding at December 31, 2013 | 308,500 | |||||||||||||||||||
The restricted stock awards generally vest over three to five year periods. The Company recognized non cash consulting expense of a negative $5,117 and a positive $427,787 for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013, the total expense related to nonvested restricted stock awards not yet recognized is $101,362 and is expected to be recognized over three years. | ||||||||||||||||||||
Warrants
Warrants | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Equity Transactions [Abstract] | ' | ||||||||
Other Equity Transactions [Text Block] | ' | ||||||||
(9) Warrants | |||||||||
In the third 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. These warrants were issued in the fourth quarter of 2012. 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 period ended December 31, 2013: | |||||||||
Weighted | |||||||||
Average | |||||||||
Exercise | |||||||||
Shares | Price | ||||||||
Outstanding at January 1, 2012 | 6,967,529 | $ | 2.22 | ||||||
Issued | 598,886 | 1.66 | |||||||
Exercised | -244,748 | 1.58 | |||||||
Outstanding at December 31, 2012 | 7,321,667 | 2.2 | |||||||
Issued | 4,352,215 | 0.72 | |||||||
Expired | -795,674 | 2 | |||||||
Exercised | - | - | |||||||
Outstanding at December 31, 2013 | 10,878,208 | $ | 1.62 | ||||||
We utilize a lattice model to determine the fair market value of the warrants accounted for as liabilities. The warrants issued in the second quarter of 2013 resulted in the issuance of 4,254,387 warrants and a warrant derivative liability of $1,485,313. There was 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 $875,041 resulting from the change in the fair value of the warrant derivative liability for 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 stockequivalents 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: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Value of underlying common stock (per share) | $ | 0.5 | $ | 1.25 | |||||
Risk free interest rate | 0.89 | % | 0.24 | % | |||||
Expected term | 5.56 years | 3.83 years | |||||||
Dividend yield | 0 | 0 | |||||||
Volatility | 65 | % | 72 | % | |||||
The following table summarizes our activities related to number of warrants used in the derivative liability for the period ended December 31, 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 December 31 | 6,001,922 | 1,649,707 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
(10) Commitments and Contingencies | |||||
Operating Leases | |||||
We lease two office facilities under non-cancelable operating lease agreements with expiration dates in 2019 and 2023. We have the option to extend both the leases for another ten year term and for one facility, we have the right of first refusal on any sale. We lease an additional office facility under a month-to-month arrangement. Future minimum payments for the next five years and thereafter as of December 31, 2013, under these leases, are as follows: | |||||
2014 | $ | 269,400 | |||
2015 | 269,400 | ||||
2016 | 269,400 | ||||
2017 | 269,400 | ||||
2018 | 269,400 | ||||
Thereafter | 727,864 | ||||
Total | $ | 2,074,864 | |||
Rent expense was approximately $283,000 and $298,000 for the years ended December 31, 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. | |||||
Indemnification | |||||
Our arrangements generally include limited warranties and certain provisions for indemnifying customers against liabilities if our products or services infringe a third-party’s intellectual property rights. To date, we have not incurred any material costs as a result of such warranties or indemnifications and have not accrued any liabilities related to such obligations in the accompanying financial statements. | |||||
We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. | |||||
Pending and Threatened Litigation | |||||
On March 17, 2014, a complaint was served on the Company in the following state court action in the District Court for the County of Arapahoe, State of Colorado: Robert Taggart v. Guy Cook, Bacterin International, Inc. a Nevada Corporation and Bacterin International Holdings, Inc., a Delaware corporation, Civil Action No. 14CV30401. The complaint involves claims under an employment agreement between plaintiff and the Company seeking commissions on Company sales, a commission on funds obtained by the Company as a result of a reverse merger and vesting of certain stock options. Plaintiff seeks damages in excess of $5 million. The Company believes this case lacks legal merit and intends to file counterclaims for plaintiff’s breach of his employment agreement and breach of his duty of loyalty to the Company, asserting the right to recover all compensation paid to Plaintiff during his employment as well as other damages. | |||||
Lacuna Hedge Fund LLLP (“Lacuna”) has asserted various claims against our former CEO, Guy Cook, in connection with financing Lacuna provided to Holgan, LLC, a former stocking distributor. Holgan failed to fully pay for the products it received from Bacterin and defaulted under its credit agreement with Lacuna. We are currently in settlement negotiations with Lacuna regarding this matter, and we are also negotiating with Holgan on its unpaid obligation, which we wrote off in 2013. | |||||
NYSE MKT Deficiency Notice | |||||
On May 13, 2013, we received a deficiency notice from the NYSE MKT exchange notifying us that we are not in compliance with Section 1003(a)(iii) of the Company Guide with stockholders’ equity of less than $6,000,000 and net losses in five of our most recent fiscal years and Section 1003(a)(ii) with stockholders’ equity of less than $4,000,000 and net losses in three of our four most recent fiscal years. On June 12, 2013 we submitted a plan to regain compliance with the continued listing requirements, and on June 21, 2013 the NYSE MKT informed us of the acceptance of our plan and gave us an extension until November 13, 2014 to regain compliance with the continued listing standards. On November 19, 2013, we received another letter from the NYSE MKT notifying us that we are not in compliance with Section 1003(a)(i) of the Company Guide with stockholders’ equity of less than $2,000,000 as of September 30, 2013 and net losses in two of three of our most recent fiscal years, and we submitted an amended plan to regain compliance. We will continue to be subject to periodic review by the NYSE MKT during the extension period and failure to make progress consistent with our Plan or to regain compliance by the end of the extension period could result in our delisting from the Exchange. | |||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
(11) Income Taxes | ||||||||
The Company’s provision for income taxes differs from applying the statutory U.S. federal income tax rate to income before taxes. The primary difference results from providing for state income taxes and from deducting certain expenses for financial statement purposes but not for federal income tax purposes. | ||||||||
The components of income (loss) before provision for income taxes consist of the following: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
United States | $ | -12,693,125 | $ | -7,713,822 | ||||
$ | -12,693,125 | $ | -7,713,822 | |||||
The components of the income tax provision are as follows: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Current: | ||||||||
Federal | $ | - | $ | - | ||||
State | - | - | ||||||
Total current | - | - | ||||||
Deferred: | ||||||||
Federal | - | - | ||||||
State | - | - | ||||||
Total deferred | - | - | ||||||
$ | - | $ | - | |||||
The reconciliation of income tax attributable to operations computed at the U.S. Federal statutory income tax rate of 35% to income tax expense is as follows: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Statutory Federal tax rate | $ | -4,442,594 | $ | -2,699,838 | ||||
Valuation allowance | 4,112,338 | 2,789,646 | ||||||
State income taxes, net of Federal benefit | -528,034 | -443,236 | ||||||
Change in state income tax rate | 574,964 | 823,665 | ||||||
Change in Warrant Derivative Liability | -342,666 | -554,211 | ||||||
Stock issued in exchange for debt waiver | 581,649 | - | ||||||
Nondeductible meals & entertainment expense | 44,343 | 83,974 | ||||||
$ | - | $ | - | |||||
Deferred tax components are as follows: | ||||||||
At December 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets: | ||||||||
Current deferred tax assets | ||||||||
Accrued liability for vacation | $ | 85,599 | $ | 75,442 | ||||
Bad debt reserve | 512,941 | 642,546 | ||||||
Charitable contributions carryforward | 19,746 | 19,686 | ||||||
Inventory reserve | 895,760 | 456,026 | ||||||
Restricted stock compensation | 82,640 | 94,212 | ||||||
Total current deferred tax assets | 1,596,686 | 1,287,912 | ||||||
Valuation Allowance | -1,596,686 | -1,287,912 | ||||||
Net current deferred tax assets | - | - | ||||||
Noncurrent deferred tax assets | ||||||||
Net operating loss carryovers | 14,863,919 | 11,963,305 | ||||||
Stock warrants | 134,117 | 139,549 | ||||||
Stock option compensation | 1,307,998 | 1,023,192 | ||||||
Debt discount and waiver amortization | 455,916 | - | ||||||
Goodwill amortization | 90,868 | - | ||||||
Depreciation | 97,492 | - | ||||||
Amortization | 25,797 | - | ||||||
Total noncurrent deferred tax assets | 16,976,107 | 13,126,046 | ||||||
Valuation allowance | -16,976,107 | -13,172,543 | ||||||
Net noncurrent deferred tax assets | - | -46,497 | ||||||
Deferred tax liabilities: | ||||||||
Goodwill Amortization | - | -11,346 | ||||||
Depreciation | - | 31,055 | ||||||
Amortization | - | 26,788 | ||||||
Total deferred tax liabilities | - | 46,497 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
The ultimate realization of deferred tax assets is dependent upon the existence, or generation, of taxable income in the periods when those temporary differences and net operating loss carryovers are deductible. Management considers the scheduled reversal of deferred tax liabilities, taxes paid in carryover years, projected future taxable income, available tax planning strategies, and other factors in making this assessment. Based on available evidence, management does not believe it is more likely than not that all of the deferred tax assets will be realized. Accordingly, the Company has established a valuation allowance equal to the net realizable deferred tax assets. The valuation allowance increased by $4,112,338 and $2,789,646 in 2013 and 2012, respectively. | ||||||||
At December 31, 2013 and 2012, the Company had total domestic Federal and state net operating loss carryovers of approximately $37,956,891 and $29,360,685, respectively. Federal net operating loss carryovers expire at various dates between 2025 and 2033, while state net operating loss carryovers expire between 2025 and 2033. | ||||||||
Under the Tax Reform Act of 1986, as amended, the amounts of and benefits from net operating loss carryovers and research and development credits may be impaired or limited in certain circumstances. Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three year period. The Company does not believe that such an ownership change has occurred in 2013 or 2012. | ||||||||
The 2010 through 2012 tax years remain open to examination by the Internal Revenue Service and the 2008 to 2012 tax years remain open to the Montana Department of Revenue and various other state tax agencies. 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 years ended December 31, 2013 and 2012. There were no material changes to uncertain tax positions for the years ended December 31, 2013 and 2012. | ||||||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Compensation and Employee Benefit Plans [Text Block] | ' |
(12) Employee Benefit Plans | |
The Company has a 401(k) retirement plan. Qualified employees may defer their salary and the deferrals are matched up to 2%. The plan covers substantially all full-time employees. Under the terms of the plan, participants may contribute up to the lower of $16,500 of their salary or the statutorily prescribed limit to the plan. Employees are eligible after six months of employment and may enroll twice a year in January and July. | |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 12 Months Ended | |||||||
Dec. 31, 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: | ||||||||
Year ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 2,681,459 | $ | 1,873,155 | ||||
Income taxes | $ | - | $ | - | ||||
Non-cash activities: | ||||||||
Non-cash consulting expense | $ | -5,117 | $ | 401,395 | ||||
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 | $ | - | ||||
Warrants issued with debt | $ | - | $ | 220,872 | ||||
Capital lease acquisition | $ | - | $ | 350,986 | ||||
Issuance of warrants | $ | 1,485,313 | $ | 220,872 | ||||
Increase in long term debt, ROS adjustment fee | $ | 700,000 | $ | - | ||||
Issuance of common stock, ROS adjustment fee | $ | 630,000 | $ | - | ||||
Debt discount related to financing | $ | - | $ | 7,341,520 | ||||
Royalty liability related to financing | $ | - | $ | 7,341,520 | ||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
(14) Related Party Transactions | |
Guy Cook was our President, Chief Executive Officer and Chairman of our Board of Directors until April 5, 2013, when he resigned. Mr. Cook has advised us that he is currently an owner and executive officer of Lattice Biologics, Inc., a competitor of ours that was formerly known as International Biologics, LLC. International Biologics, LLC was a former customer of Bacterin and is indebted to us in the amount of approximately $32,974, which we are currently attempting to collect. | |
Mr. Cook assisted unrelated parties in the initial capitalization of Holgan, LLC, a former stocking distributor that purchased a bulk shipment of products from Bacterin at a discount in 2012 (“Holgan”). Holgan subsequently obtained financing from Lacuna Hedge Fund LLLP (“Lacuna”), which is a significant Bacterin shareholder. Holgan failed to fully pay for the products it acquired from Bacterin and defaulted under its credit agreement with Lacuna. The parties are currently in settlement negotiations and we understand that Mr. Cook’s new company Lattice may be purchasing substantially all of the Bacterin products held by Holgan, with the proceeds to be paid to Lacuna. We are continuing to negotiate with Lacuna on possible settlement arrangements and with Holgan on its unpaid obligation, which we wrote off in 2013. | |
Mr. Cook’s spouse was employed by Bacterin as the Director of Human Resources until April 9, 2013. Mr. Cook, together with his adult children, owned and operated Silver Forest Fund, LP (“Silver Forest”), a former distributor of Bacterin products. We terminated the contractual relationship with Silver Forest on October 24, 2013. In 2012, Silver Forest purchased Bacterin products from an unaffiliated former distributor and subsequently exchanged some of those products for different Bacterin products of equivalent value. Other than product exchanges and payment of amounts owed by the non-affiliated distributor, there were no other direct transactions between Bacterin and Silver Forest. In 2012, Mr. Cook pledged 1,850,000 shares of Bacterin stock as collateral for loans made for the benefit of Silver Forest. | |
Mr. Cook remains our largest stockholder with beneficial ownership of approximately 19.4% of our outstanding capital according to Amendment No. 4 to his Schedule 13D filed on February 25, 2014 with the Securities and Exchange Commission (the “Schedule 13D”). In the Schedule 13D, Mr. Cook indicated that he believed Bacterin would be better able to realize its full value as a private entity, and that he planned to engage legal and financial advisors to assist him in evaluating alternatives for taking Bacterin private. To date, Mr. Cook has not made any formal offer to our Board of Directors. | |
Mr. Cook also formerly served as a board member of West Coast Tissue Services (“WCTS”) and American Donor Services (“ADS”). Mr. Cook did not receive any compensation for his board service from either entity. Darrel Holmes, our Chief Operating Officer, and Mitchell Godfrey, a director, also serve on the board of ADS, and Mr. Godfrey also serves as secretary and treasurer for ADS. Mr. Godfrey receives $5,000 per year for his service to ADS. Mr. Holmes does not receive any compensation for serving on the board of 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 was $840,100 for 2013 and $525,900 for 2012, and the approximate aggregate amount of all transactions with ADS was $2,055,523 for 2013 and $1,472,949 for 2012. These relationships have benefited us, as these entities provide us with donors, thus insuring that we have a pipeline of current and future donors, which is necessary to our success. | |
Unless delegated to the Compensation Committee by the Board of Directors, the Audit Committee or the disinterested members of the full Board of Directors reviews and approves all related party transactions. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
(15) Subsequent Events | |
On March 6, 2014, we borrowed an additional $4 million from ROS under the same terms that the Company received in its original August 2012 financing with ROS. As additional consideration for the loan, we issued 1.5 million shares of our common stock to an affiliate of ROS. | |
Business_Description_and_Summa1
Business Description and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 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 scaffolds and promote bone and soft 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, and promotion of skull healing following neurosurgery and regeneration in knee and other joint surgeries. | ||||||||
Bacterin’s device division develops bioactive coatings based upon proprietary knowledge of the phenotypical changes made by microbes as they sense and adapt to changes in their environment. Bacterin develops, employs, and licenses bioactive coatings for various medical device applications. | ||||||||
An operating segment is a component of an enterprise whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The primary performance measure used by management is net income or loss. The Company operates in two distinct lines of business consisting of the biologics and devices divisions. However, due to the immaterial revenue from devices to date, the Company reports as one segment. | ||||||||
The Company's revenue is derived principally from the sale or license of its medical products, coatings and device implants. The markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company's operating results. The Company's business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution model, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available tissue donors could have an adverse impact on the business. | ||||||||
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 2013 and 2012, respectively. One customer accounted for approximately 4% and 5% of the Company’s revenue for 2013 and 2012, respectively. One customer represented 5% and 22% of net accounts receivable at December 31, 2013 and 2012, respectively. The Company provides for uncollectible amounts when specific credit issues arise. Management’s estimates for uncollectible amounts have been adequate during prior periods, and management believes that all significant credit risks have been identified at December 31, 2013. | ||||||||
Revenue by geographical region is as follows: | ||||||||
Year ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
United States | $ | 32,488,822 | $ | 31,947,757 | ||||
Rest of World | 584,592 | 1,032,142 | ||||||
$ | 33,073,414 | $ | 32,979,899 | |||||
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 included 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. | ||||||||
After reviewing the full year product line sales associated with the goodwill asset and the fact that the sales were not meeting original projections, management engaged an independent third party to review the asset for impairment in accordance with and pursuant to ASC 350 and ASC 360-10. The implied fair value of the goodwill was determined in the same manner as the amount of goodwill recognized in a business combination, as determined under ASC 805. The independent third party concluded that the goodwill asset was in fact impaired and should be written down fully to $0 indicating a goodwill impairment amount of $728,618. | ||||||||
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 equity and debt financings. The Company has not designated its warrant derivative liability as a hedging instrument as described in ASC 815 and any changes in the fair market value of the warrant derivative liability is recognized in the consolidated statement of operations during the period of change. See Note 9, “Warrants” below. | ||||||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | ' | |||||||
Intangible Assets | ||||||||
Intangible assets with estimable useful lives must be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or circumstances indicate their carrying amount may not be recoverable. Intangible assets include trademarks, customer lists and patents and include costs to acquire and protect Company patents. Intangible assets are carried at cost less accumulated amortization. The Company amortizes these assets on a straight-line basis over their estimated useful lives of five years for customer lists and 15 years for all other intangible assets. The costs of patent filings and trademarks that have not been approved by regulatory authorities are not subject to amortization until such time that the filings are approved. During the period when a filing is denied or abandoned, all related costs are expensed. | ||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||||
Revenue Recognition | ||||||||
Revenue is recognized when all of the following criteria are met: a) the Company has entered into a legally binding agreement with the customer; b) the products or services have been delivered; c) the Company's fee for providing the products and services is fixed or determinable; and d) collection of the Company’s fee is probable. | ||||||||
The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. If an arrangement includes a right of acceptance or a right to cancel, revenue is recognized when acceptance is received or the right to cancel has expired. | ||||||||
The Company ships to certain customers under consignment arrangements whereby the Company’s product is stored by the customer. The customer is required to report the use to the Company and upon such notice, the Company invoices the customer and revenue is recognized when above criteria has been met. | ||||||||
The Company also receives royalty revenue from third parties related to licensing agreements. The Company has royalty agreements with RyMed and Bard Access Systems. Revenue under these agreements represented less than 1% of total revenue for 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. Advertising costs of approximately $47,000 and $51,000 were expensed for the years ended December 31, 2013 and 2012, respectively. | ||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | |||||||
Research and Development | ||||||||
Research and development costs, which are principally related to internal costs for the development of new technologies and processes for tissue and coatings, are expensed as incurred 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 during the years ended December 31, 2013 and 2012. See Note 11, “Income Taxes” below. | ||||||||
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | ' | |||||||
Long-Lived Assets | ||||||||
Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. No impairment was recorded during the years ended December 31, 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 years ended December 31, 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. | ||||||||
Dilutive earnings per share are not reported as their effects of including 18,461,493 and 12,838,799 outstanding stock options and warrants for the twelve months ended December 31, 2013 and 2012, respectively are anti-dilutive. | ||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |||||||
Stock-Based Compensation | ||||||||
The Company records stock-compensation expense according to the provisions of 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. | ||||||||
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 twelve months ended December 31, 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 December 31, 2013 and December 31, 2012 that are measured at fair value on a recurring basis: | ||||||||
Accrued stock compensation | ||||||||
As of | As of | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | 211,212 | $ | 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 | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | - | $ | - | ||||
Level 2 | - | - | ||||||
Level 3 | 1,594,628 | 984,356 | ||||||
Acquisition contingent consideration liability | ||||||||
As of | As of | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | - | $ | - | ||||
Level 2 | - | - | ||||||
Level 3 | - | 91,740 | ||||||
The valuation technique used to measure fair value of the warrant liability and contingent consideration is based on a lattice model and significant assumptions and inputs determined by us. | ||||||||
Level 3 Changes | ||||||||
The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period ending December 31, 2012: | ||||||||
Warrant derivative liability | ||||||||
Balance at January 1, 2013 | $ | 984,356 | ||||||
New Issuance in 2013 | 1,485,313 | |||||||
Gain recognized in earnings | -875,041 | |||||||
Balance at December 31, 2013 | $ | 1,594,628 | ||||||
Acquisition contingent consideration liability | ||||||||
Balance at January 1, 2013 | $ | 91,740 | ||||||
Gain recognized in earnings | -91,740 | |||||||
Balance at December 31, 2013 | $ | - | ||||||
During the year ended December 31, 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. 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) | 12 Months Ended | |||||||
Dec. 31, 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: | ||||||||
Year ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
United States | $ | 32,488,822 | $ | 31,947,757 | ||||
Rest of World | 584,592 | 1,032,142 | ||||||
$ | 33,073,414 | $ | 32,979,899 | |||||
Schedule Of Accrued Stock Compensation [Table Text Block] | ' | |||||||
The following tables set forth by level, within the fair value hierarchy, our assets and liabilities as of December 31, 2013 and December 31, 2012 that are measured at fair value on a recurring basis: | ||||||||
Accrued stock compensation | ||||||||
As of | As of | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | 211,212 | $ | 218,850 | ||||
Level 2 | - | - | ||||||
Level 3 | - | - | ||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||
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 | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Level 1 | $ | - | $ | - | ||||
Level 2 | - | - | ||||||
Level 3 | 1,594,628 | 984,356 | ||||||
Acquisition Contingent Consideration Liability [Table Text Block] | ' | |||||||
Acquisition contingent consideration liability | ||||||||
As of | As of | |||||||
December 31, | 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 period ending December 31, 2012: | ||||||||
Warrant derivative liability | ||||||||
Balance at January 1, 2013 | $ | 984,356 | ||||||
New Issuance in 2013 | 1,485,313 | |||||||
Gain recognized in earnings | -875,041 | |||||||
Balance at December 31, 2013 | $ | 1,594,628 | ||||||
Acquisition contingent consideration liability | ||||||||
Balance at January 1, 2013 | $ | 91,740 | ||||||
Gain recognized in earnings | -91,740 | |||||||
Balance at December 31, 2013 | $ | - | ||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule Of Inventory [Table Text Block] | ' | |||||||
Inventories consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Current inventories | ||||||||
Raw materials | $ | 2,710,091 | $ | 1,919,250 | ||||
Work in process | 3,333,672 | 4,991,032 | ||||||
Finished goods | 5,775,813 | 7,350,332 | ||||||
11,819,576 | 14,260,614 | |||||||
Reserve for obsolescence | -1,065,976 | -1,119,193 | ||||||
Current inventories, total | 10,753,600 | 13,141,421 | ||||||
Non-current inventories | ||||||||
Finished goods | 3,341,411 | 1,238,225 | ||||||
Reserve for obsolescence | -1,221,459 | - | ||||||
Non-current inventories, total | 2,119,952 | 1,238,225 | ||||||
Total inventories | $ | 12,873,552 | $ | 14,379,646 | ||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and equipment, net are as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Buildings | $ | 1,653,263 | $ | 1,653,263 | ||||
Equipment | 5,768,478 | 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 | 10,149,215 | 9,572,822 | ||||||
Less: accumulated depreciation | -4,968,659 | -4,337,955 | ||||||
$ | 5,180,556 | $ | 5,234,867 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets [Table Text Block] | ' | |||||||
The following table sets forth information regarding intangible assets: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Intellectual Property | ||||||||
Gross carrying value | $ | 891,034 | $ | 820,778 | ||||
Accumulated amortization | -304,069 | -228,400 | ||||||
Net carrying value | $ | 586,965 | $ | 592,378 | ||||
Aggregate amortization expense: | $ | 75,668 | $ | 74,918 | ||||
Estimated amortization expense: | ||||||||
2014 | $ | 75,668 | $ | 74,918 | ||||
2015 | 75,668 | 74,918 | ||||||
2016 | 75,668 | 74,918 | ||||||
2017 | 75,668 | 74,918 | ||||||
2018 | 75,668 | 74,918 | ||||||
Thereafter | 208,625 | 217,788 | ||||||
Total | $ | 586,965 | $ | 592,378 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
Accrued liabilities consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Acquisition contingent liability | $ | - | $ | 91,740 | ||||
Accrued stock compensation | 211,212 | 218,850 | ||||||
Wages/commissions payable | 1,728,576 | 1,013,909 | ||||||
Other accrued expenses | 1,645,249 | 1,075,591 | ||||||
$ | 3,585,037 | $ | 2,400,090 | |||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Schedule Of Calculation Buyout [Table Text Block] | ' | ||||||||||||||||
The table below is for illustration purposes only and there can be no assurance that we will achieve the minimum revenue required by the financial covenants or that we will timely make all required payments. | |||||||||||||||||
Calculation of ROS Buyout | Repurchase | Interest/Principal | Estimated | Estimated | Net Buyout Amount | ||||||||||||
Royalty on | Total | ||||||||||||||||
Minimum | Cumulative | ||||||||||||||||
Price | Payments | Revenue | Payments | ||||||||||||||
Before August 24, 2014 | $ | 37,500,000 | $ | 2,878,667 | $ | 542,500 | $ | 6,718,167 | $ | 30,781,833 | |||||||
Between August 24, 2014 and August 24, 2015 | $ | 40,000,000 | $ | 3,151,200 | $ | 638,750 | $ | 10,508,117 | $ | 29,491,883 | |||||||
Between August 24, 2015 and August 24, 2016 | $ | 45,000,000 | $ | 3,151,200 | $ | 665,000 | $ | 14,324,317 | $ | 30,675,683 | |||||||
Between August 24, 2016 and August 24, 2017 | $ | 52,500,000 | $ | 9,721,896 | $ | 665,000 | $ | 24,711,213 | $ | 27,788,787 | |||||||
After August 24, 2017 | $ | 56,250,000 | $ | 9,721,896 | $ | 665,000 | $ | 35,098,109 | $ | 21,151,891 | |||||||
Schedule of Debt [Table Text Block] | ' | ||||||||||||||||
Long-term debt consists of the following: | |||||||||||||||||
December 31, | 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 | 1,375,030 | 1,421,420 | |||||||||||||||
22,075,030 | 21,421,420 | ||||||||||||||||
Less: Current portion | -47,727 | -45,135 | |||||||||||||||
Debt discount | -5,642,058 | -6,893,183 | |||||||||||||||
Long-term debt | $ | 16,385,245 | $ | 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 December 31, 2013: | |||||||||||||||||
2014 | $ | 47,727 | |||||||||||||||
2015 | 50,671 | ||||||||||||||||
2016 | 1,778,797 | ||||||||||||||||
2017 | 6,957,114 | ||||||||||||||||
2018 | 6,960,637 | ||||||||||||||||
Thereafter | 6,280,084 | ||||||||||||||||
Total | $ | 22,075,030 | |||||||||||||||
Schedule Of Royalty Payments [Table Text Block] | ' | ||||||||||||||||
The following is a summary of estimated future royalty payments as of December 31, 2013: | |||||||||||||||||
2014 | $ | 836,750 | |||||||||||||||
2015 | 1,000,750 | ||||||||||||||||
2016 | 1,229,250 | ||||||||||||||||
2017 | 1,360,250 | ||||||||||||||||
2018 | 1,462,750 | ||||||||||||||||
Thereafter | 7,951,250 | ||||||||||||||||
Total | $ | 13,841,000 | |||||||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||||||||||
Activity under the Plan was as follows: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||
Average | Average Fair | Average | Average Fair | |||||||||||||||||
Exercise Price | Value at Grant | Exercise Price | Value at Grant | |||||||||||||||||
Date | Date | |||||||||||||||||||
Outstanding at January 1 | 5,266,535 | $ | 2.02 | $ | 1.03 | 4,828,910 | $ | 2.14 | $ | 1.01 | ||||||||||
Granted | 3,331,250 | 0.63 | 0.53 | 1,716,250 | 1.79 | 1.03 | ||||||||||||||
Exercised | -230,000 | 0.1 | 0.06 | -39,375 | 0.87 | 0.37 | ||||||||||||||
Cancelled or expired | -784,500 | 1.76 | 0.89 | -1,239,250 | 2.17 | 0.39 | ||||||||||||||
Outstanding at December 31 | 7,583,285 | $ | 1.49 | $ | 0.86 | 5,266,535 | $ | 2.02 | $ | 1.03 | ||||||||||
Exercisable at December 31 | 2,642,718 | $ | 2.1 | $ | 1.03 | 2,565,301 | $ | 1.83 | $ | 0.8 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | ' | |||||||||||||||||||
The following table summarizes restricted stock award activity during the year ended December 31, 2013: | ||||||||||||||||||||
Shares | ||||||||||||||||||||
Outstanding at Jan. 1, 2013 | 733,900 | |||||||||||||||||||
Cancelled | -278,676 | |||||||||||||||||||
Vested | -146,724 | |||||||||||||||||||
Outstanding at December 31, 2013 | 308,500 | |||||||||||||||||||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Equity Transactions [Abstract] | ' | ||||||||
Schedule Of Warrant Activity [Table Text Block] | ' | ||||||||
The following table summarizes our warrant activities for the period ended December 31, 2013: | |||||||||
Weighted | |||||||||
Average | |||||||||
Exercise | |||||||||
Shares | Price | ||||||||
Outstanding at January 1, 2012 | 6,967,529 | $ | 2.22 | ||||||
Issued | 598,886 | 1.66 | |||||||
Exercised | -244,748 | 1.58 | |||||||
Outstanding at December 31, 2012 | 7,321,667 | 2.2 | |||||||
Issued | 4,352,215 | 0.72 | |||||||
Expired | -795,674 | 2 | |||||||
Exercised | - | - | |||||||
Outstanding at December 31, 2013 | 10,878,208 | $ | 1.62 | ||||||
Schedule Of Warrant Valuation Assumptions [Table Text Block] | ' | ||||||||
The estimated fair value was derived using the lattice model with the following weighted-average assumptions: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Value of underlying common stock (per share) | $ | 0.5 | $ | 1.25 | |||||
Risk free interest rate | 0.89 | % | 0.24 | % | |||||
Expected term | 5.56 years | 3.83 years | |||||||
Dividend yield | 0 | 0 | |||||||
Volatility | 65 | % | 72 | % | |||||
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 period ended December 31, 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 December 31 | 6,001,922 | 1,649,707 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 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 December 31, 2013, under these leases, are as follows: | |||||
2014 | $ | 269,400 | |||
2015 | 269,400 | ||||
2016 | 269,400 | ||||
2017 | 269,400 | ||||
2018 | 269,400 | ||||
Thereafter | 727,864 | ||||
Total | $ | 2,074,864 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Loss Before Provision For Income Taxes [Table Text Block] | ' | |||||||
The components of income (loss) before provision for income taxes consist of the following: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
United States | $ | -12,693,125 | $ | -7,713,822 | ||||
$ | -12,693,125 | $ | -7,713,822 | |||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | |||||||
The components of the income tax provision are as follows: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Current: | ||||||||
Federal | $ | - | $ | - | ||||
State | - | - | ||||||
Total current | - | - | ||||||
Deferred: | ||||||||
Federal | - | - | ||||||
State | - | - | ||||||
Total deferred | - | - | ||||||
$ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
The reconciliation of income tax attributable to operations computed at the U.S. Federal statutory income tax rate of 35% to income tax expense is as follows: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Statutory Federal tax rate | $ | -4,442,594 | $ | -2,699,838 | ||||
Valuation allowance | 4,112,338 | 2,789,646 | ||||||
State income taxes, net of Federal benefit | -528,034 | -443,236 | ||||||
Change in state income tax rate | 574,964 | 823,665 | ||||||
Change in Warrant Derivative Liability | -342,666 | -554,211 | ||||||
Stock issued in exchange for debt waiver | 581,649 | - | ||||||
Nondeductible meals & entertainment expense | 44,343 | 83,974 | ||||||
$ | - | $ | - | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
Deferred tax components are as follows: | ||||||||
At December 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets: | ||||||||
Current deferred tax assets | ||||||||
Accrued liability for vacation | $ | 85,599 | $ | 75,442 | ||||
Bad debt reserve | 512,941 | 642,546 | ||||||
Charitable contributions carryforward | 19,746 | 19,686 | ||||||
Inventory reserve | 895,760 | 456,026 | ||||||
Restricted stock compensation | 82,640 | 94,212 | ||||||
Total current deferred tax assets | 1,596,686 | 1,287,912 | ||||||
Valuation Allowance | -1,596,686 | -1,287,912 | ||||||
Net current deferred tax assets | - | - | ||||||
Noncurrent deferred tax assets | ||||||||
Net operating loss carryovers | 14,863,919 | 11,963,305 | ||||||
Stock warrants | 134,117 | 139,549 | ||||||
Stock option compensation | 1,307,998 | 1,023,192 | ||||||
Debt discount and waiver amortization | 455,916 | - | ||||||
Goodwill amortization | 90,868 | - | ||||||
Depreciation | 97,492 | - | ||||||
Amortization | 25,797 | - | ||||||
Total noncurrent deferred tax assets | 16,976,107 | 13,126,046 | ||||||
Valuation allowance | -16,976,107 | -13,172,543 | ||||||
Net noncurrent deferred tax assets | - | -46,497 | ||||||
Deferred tax liabilities: | ||||||||
Goodwill Amortization | - | -11,346 | ||||||
Depreciation | - | 31,055 | ||||||
Amortization | - | 26,788 | ||||||
Total deferred tax liabilities | - | 46,497 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | ' | |||||||
Supplemental cash flow information is as follows: | ||||||||
Year ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 2,681,459 | $ | 1,873,155 | ||||
Income taxes | $ | - | $ | - | ||||
Non-cash activities: | ||||||||
Non-cash consulting expense | $ | -5,117 | $ | 401,395 | ||||
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 | $ | - | ||||
Warrants issued with debt | $ | - | $ | 220,872 | ||||
Capital lease acquisition | $ | - | $ | 350,986 | ||||
Issuance of warrants | $ | 1,485,313 | $ | 220,872 | ||||
Increase in long term debt, ROS adjustment fee | $ | 700,000 | $ | - | ||||
Issuance of common stock, ROS adjustment fee | $ | 630,000 | $ | - | ||||
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 $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total Revenues | $33,073,414 | $32,979,899 |
US [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total Revenues | 32,488,822 | 31,947,757 |
Rest Of World [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total Revenues | $584,592 | $1,032,142 |
Business_Description_and_Summa4
Business Description and Summary of Significant Accounting Policies (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Accrued stock compensation | $211,212 | $218,850 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Accrued stock compensation | 211,212 | 218,850 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Accrued stock compensation | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Accrued stock compensation | $0 | $0 |
Business_Description_and_Summa5
Business Description and Summary of Significant Accounting Policies (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant derivative liability | $1,594,628 | $984,356 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant derivative liability | $1,594,628 | $984,356 |
Business_Description_and_Summa6
Business Description and Summary of Significant Accounting Policies (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition contingent consideration liability | $0 | $91,740 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition contingent consideration liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition contingent consideration liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition contingent consideration liability | $0 | $91,740 |
Business_Description_and_Summa7
Business Description and Summary of Significant Accounting Policies (Details 4) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrant [Member] | Derivative [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Balance at January 1, 2013 | $984,356 |
New Issuance in 2013 | 1,485,313 |
Gain recognized in earnings | -875,041 |
Balance at December 31, 2013 | 1,594,628 |
Acquisition Contingent Consideration Liability [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Balance at January 1, 2013 | 91,740 |
Gain recognized in earnings | -91,740 |
Balance at December 31, 2013 | $0 |
Business_Description_and_Summa8
Business Description and Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Estimable useful lives | '15 years | ' |
Advertising Expense | $47,000 | $51,000 |
Asset Impairment Charges | 728,618 | 0 |
Discount Of Estimated Payments | 16,800,000 | ' |
Discount Of Estimated Payments Interest Rate | 16.70% | ' |
Future Royalty Liability | ' | $13,800,000 |
Weighted Average Number Diluted Shares Outstanding Adjustment, Total | 18,461,493 | 12,838,799 |
Royalty Revenue Description | 'The Company also receives royalty revenue from third parties related to licensing agreements. The Company has royalty agreements with RyMed and Bard Access Systems. Revenue under these agreements represented less than 1% of total revenue for 2013 and 2012. | ' |
Sales Revenue, Net [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Concentration Risk, Percentage | 4.00% | 5.00% |
Accounts Receivable [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Concentration Risk, Percentage | 5.00% | 22.00% |
Building [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Estimable useful lives | '30 years | ' |
Geographic Concentration Risk [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Concentration Risk, Percentage | 98.00% | 97.00% |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | |
Nov. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2012 | 27-May-11 | |
Lincoln Park Capital Fund Llc [Member] | ||||
Purchase Agreement and Registration Rights Agreement [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' |
Stock issued (in shares) | 1,500,000 | 8,510,000 | 1,472,537 | ' |
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% | ' | ' |
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 | $10,500,000 | $4,450,000 | $3,879,749 | ' |
Payments of Stock Issuance Costs | ' | 400,000 | ' | ' |
Long-term Purchase Commitment, Amount | ' | ' | ' | $31,000,000 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current inventories | ' | ' |
Raw materials | $2,710,091 | $1,919,250 |
Work in process | 3,333,672 | 4,991,032 |
Finished goods | 5,775,813 | 7,350,332 |
Inventory, Gross | 11,819,576 | 14,260,614 |
Reserve for obsolescence | -1,065,976 | -1,119,193 |
Current inventories, total | 10,753,600 | 13,141,421 |
Non-current inventories | ' | ' |
Finished goods | 3,341,411 | 1,238,225 |
Reserve for obsolescence | -1,221,459 | 0 |
Non-current inventories, total | 2,119,952 | 1,238,225 |
Total inventories | $12,873,552 | $14,379,646 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total cost | $10,149,215 | $9,572,822 |
Less: accumulated depreciation | -4,968,659 | -4,337,955 |
Property and equipment, net | 5,180,556 | 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 | 5,768,478 | 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 $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Capital Leased Assets, Gross | $549,604 | ' |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 159,722 | ' |
Cost of Property Repairs and Maintenance | 244,398 | 287,811 |
Depreciation | $677,856 | $707,971 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Intellectual Property | ' | ' |
Gross carrying value | $891,034 | $820,778 |
Accumulated amortization | -304,069 | -228,400 |
Net carrying value | 586,965 | 592,378 |
Aggregate amortization expense: | 75,668 | 74,918 |
Estimated amortization expense: | ' | ' |
2014 | 75,668 | 74,918 |
2015 | 75,668 | 74,918 |
2016 | 75,668 | 74,918 |
2017 | 75,668 | 74,918 |
2018 | 75,668 | 74,918 |
Thereafter | 208,625 | 217,788 |
Total | $586,965 | $592,378 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Liabilities [Line Items] | ' | ' |
Acquisition contingent consideration liability | $0 | $91,740 |
Accrued stock compensation | 211,212 | 218,850 |
Wages/commissions payable | 1,728,576 | 1,013,909 |
Other accrued expenses | 1,645,249 | 1,075,591 |
Accrued Liabilities Current | $3,585,037 | $2,400,090 |
Accrued_Liabilities_Details_Te
Accrued Liabilities (Details Texual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Liabilities [Line Items] | ' | ' |
Business Combination, Contingent Consideration, Liability | $0 | $91,740 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Before August 24, 2014 [Member] | ' |
Calculation Of Buyout [Line Items] | ' |
Repurchase Price | $37,500,000 |
Interest/Principal Payments | 2,878,667 |
Estimated Royalty On Minimum Revenue | 542,500 |
Estimated Cumulative Payments | 6,718,167 |
Net Buyout Amount | 30,781,833 |
Between August 24, 2014 and August 24, 2015 [Member] | ' |
Calculation Of Buyout [Line Items] | ' |
Repurchase Price | 40,000,000 |
Interest/Principal Payments | 3,151,200 |
Estimated Royalty On Minimum Revenue | 638,750 |
Estimated Cumulative Payments | 10,508,117 |
Net Buyout Amount | 29,491,883 |
Between August 24, 2015 and August 24, 2016 [Member] | ' |
Calculation Of Buyout [Line Items] | ' |
Repurchase Price | 45,000,000 |
Interest/Principal Payments | 3,151,200 |
Estimated Royalty On Minimum Revenue | 665,000 |
Estimated Cumulative Payments | 14,324,317 |
Net Buyout Amount | 30,675,683 |
Between August 24, 2016 and August 24, 2017 [Member] | ' |
Calculation Of Buyout [Line Items] | ' |
Repurchase Price | 52,500,000 |
Interest/Principal Payments | 9,721,896 |
Estimated Royalty On Minimum Revenue | 665,000 |
Estimated Cumulative Payments | 24,711,213 |
Net Buyout Amount | 27,788,787 |
After August 24, 2017 [Member] | ' |
Calculation Of Buyout [Line Items] | ' |
Repurchase Price | 56,250,000 |
Interest/Principal Payments | 9,721,896 |
Estimated Royalty On Minimum Revenue | 665,000 |
Estimated Cumulative Payments | 35,098,109 |
Net Buyout Amount | $21,151,891 |
Longterm_Debt_Details_1
Long-term Debt (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | $22,075,030 | $21,421,420 |
Less: Current portion | -47,727 | -45,135 |
Debt discount | -5,642,058 | -6,893,183 |
Long-term debt | 16,385,245 | 14,483,102 |
Ros Acquisition Offshore [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | 20,000,000 | 20,000,000 |
Adjustment fee payable to ROS Acquisition Offshore August 2019 | 700,000 | 0 |
Midcap and Silicon Valley Bank [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Loan Payable | $1,375,030 | $1,421,420 |
Longterm_Debt_Details_2
Long-term Debt (Details 2) (USD $) | Dec. 31, 2013 |
Schedule of maturities due on debt [Line Items] | ' |
2014 | $47,727 |
2015 | 50,671 |
2016 | 1,778,797 |
2017 | 6,957,114 |
2018 | 6,960,637 |
Thereafter | 6,280,084 |
Total | $22,075,030 |
Longterm_Debt_Details_3
Long-term Debt (Details 3) (USD $) | Dec. 31, 2013 |
Estimated future royalty payments [Line Items] | ' |
2014 | $836,750 |
2015 | 1,000,750 |
2016 | 1,229,250 |
2017 | 1,360,250 |
2018 | 1,462,750 |
Thereafter | 7,951,250 |
Total | $13,841,000 |
Longterm_Debt_Details_Textual
Long-term Debt (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||
Aug. 12, 2013 | 16-May-13 | Apr. 23, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 29, 2011 | Jul. 29, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Apr. 23, 2012 | Jul. 29, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 06, 2014 | 16-May-13 | Dec. 31, 2013 | Aug. 24, 2012 | Mar. 06, 2014 | Nov. 14, 2013 | Mar. 06, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | |
London Interbank Offered Rate (LIBOR) [Member] | Debt Discounts and Loan Origination Fees [Member] | Prepayment Penalties [Member] | Midcap and Silicon Valley Bank [Member] | Midcap and Silicon Valley Bank [Member] | Midcap and Silicon Valley Bank [Member] | Midcap and Silicon Valley Bank [Member] | Midcap and Silicon Valley Bank [Member] | Valley Bank Of Belgrade [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Ros Acquisition Offshore [Member] | Repurchase Option [Member] | Repurchase Option [Member] | Repurchase Option [Member] | Repurchase Option [Member] | Repurchase Option [Member] | Repurchase Option [Member] | |||||||
Prepayment Penalties [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||||||||||||||
Option One [Member] | Option Two [Member] | Option Three [Member] | Option Four [Member] | Option five [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unused Borrowing Capacity, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | $7,000,000 | ' | $8,000,000 | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,746 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 for the next nine months 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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR plus 12.13% maturing August 2019 | ' | 'LIBOR plus 12.13%, subject to a LIBOR floor rate of 1.0%. | ' | ' | ' | ' | ' | ' | ' |
Royalty Expenses Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'royalty of 1.75% on the first $45,000,000 of net sales, plus 1.0% of net sales in excess of $45,000,000 for ten years | ' | 'principal, interest and royalty payments, are as follows: (a) $37,500,000 if we exercise the repurchase option before August 24, 2014; (b) $40,000,000 if we exercise the repurchase option between August 24, 2014 and August 24, 2015; (c) $45,000,000 if we exercise the repurchase option between August 24, 2015 and August 24, 2016; (d) $52,500,000 if we exercise the repurchase option between August 24, 2016 and August 24, 2017; and (e) $56,250,000 if we exercise the repurchase option after August 24, 2017. | ' | ' | ' | ' | ' |
Proceeds from Other Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty liability related to financing | ' | ' | ' | 13,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Installment Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | ' | ' | ' | ' | ' | ' | ' |
Amendment To Credit Agreement, Minimum Liquidity Requirement Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Liquidity Requirement Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Description of Variable Rate Basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR plus 7.5% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Nonoperating Expense | ' | ' | ' | ' | ' | ' | ' | 706,000 | 944,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' |
Line of Credit Facility Additional Fee Percentage | 2.00% | 1.50% | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility Prior Additional Fee Percentage | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Repurchase Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500,000 | 40,000,000 | 45,000,000 | 52,500,000 | 56,250,000 |
Waivers And Modifications Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' |
Debt Instrument, Payment Terms | ' | ' | ' | 'Repayment was interest only for the first nine months, with principal and interest for the subsequent 33 months. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Lines of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | 8,000,000 | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Current Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty Expense | ' | ' | ' | $0 | $7,341,520 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Floor Interest Rate | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of activity under stock option plans [Line Items] | ' | ' |
Outstanding at January 1, Shares | 5,266,535 | 4,828,910 |
Granted, Shares | 3,331,250 | 1,716,250 |
Exercised, Shares | -230,000 | -39,375 |
Cancelled or expired, Shares | -784,500 | -1,239,250 |
Outstanding at December 31, Shares | 7,583,285 | 5,266,535 |
Exercisable at December 31, Shares | 2,642,718 | 2,565,301 |
Outstanding at January 1, Weighted Average Exercise Price | $2.02 | $2.14 |
Granted, Weighted Average Exercise Price | $0.63 | $1.79 |
Exercised, Weighted Average Exercise Price | $0.10 | $0.87 |
Cancelled or expired, Weighted Average Exercise Price | $1.76 | $2.17 |
Outstanding at December 31, Weighted Average Exercise Price | $1.49 | $2.02 |
Exercisable at December 31, Weighted Average Exercise Price | $2.10 | $1.83 |
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 | $1.03 |
Exercised, Weighted Average Fair Value At Grant Date | $0.06 | $0.37 |
Cancelled or expired, Weighted Average Fair Value At Grant Date | $0.89 | $0.39 |
Outstanding at December 31, Weighted Average Fair Value At Grant Date | $0.86 | $1.03 |
Exercisable at December 31, Weighted Average Fair Value At Grant Date | $1.03 | $0.80 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) | 12 Months Ended |
Dec. 31, 2013 | |
Restricted stock award activity [Line Items] | ' |
Outstanding at Jan. 1, 2013, Shares | 733,900 |
Cancelled, Shares | -278,676 |
Vested, Shares | -146,724 |
Outstanding at December 31, 2013, Shares | 308,500 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |
24-May-13 | Dec. 31, 2013 | Dec. 31, 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 Authorized | ' | 9,000,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | 1,006,648 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | 1.16% | ' |
Granted, Weighted Average Fair Value At Grant Date | ' | $0.53 | $1.03 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | '6 years 2 months 12 days | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | 66.00% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ' | 0.00% | 0.00% |
Employees and Consultants [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | $975,905 | $1,554,657 |
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 | ' | 72,666 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | ' | 72,666 | ' |
Share Based Compensation Arrangements By Share Based Payment Award Options Unvested Options | ' | 4,940,567 | ' |
Granted, Weighted Average Fair Value At Grant Date | ' | $0.77 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | ' | 109,000 | ' |
Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | 5,117 | 427,787 |
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 | ' | 101,362 | ' |
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 $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
warrant activity [Line Items] | ' | ' |
Outstanding at January 1, 2013, shares | 7,321,667 | 6,967,529 |
Issued, Shares | 4,352,215 | 598,886 |
Expired, Shares | -795,674 | ' |
Exercised, Shares | 0 | -244,748 |
Outstanding at December 31, 2013, Shares | 10,878,208 | 7,321,667 |
Outstanding at January 1, 2013, Weighted Average Exercise Price | 2.2 | 2.22 |
Issued, Weighted Average Exercise Price | $0.72 | $1.66 |
Expired, Weighted Average Exercise Price | $2 | ' |
Exercised, Weighted Average Exercise Price | $0 | $1.58 |
Outstanding at December 31, 2013, Weighted Average Exercise Price | 1.62 | 2.2 |
Warrants_Details_1
Warrants (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Value of underlying common stock (per share) | $0.50 | $1.25 |
Risk free interest rate | 0.89% | 0.24% |
Expected term | '5 years 6 months 22 days | '3 years 9 months 29 days |
Dividend yield | 0.00% | 0.00% |
Volatility | 65.00% | 72.00% |
Warrants_Details_2
Warrants (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | ' | ' |
Outstanding at January 1, 2013, shares | 7,321,667 | 6,967,529 |
Derivative warrants issued | 4,352,215 | 598,886 |
Outstanding at December 31, 2013, Shares | 10,878,208 | 7,321,667 |
Warrant [Member] | Derivative [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 December 31, 2013, Shares | 6,001,922 | 1,649,707 |
Warrants_Details_Textual
Warrants (Details Textual) (USD $) | 12 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2012 | Jun. 30, 2013 | Mar. 31, 2012 | Jun. 30, 2013 | Jul. 23, 2012 | |
Broker [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 | 1.62 | 2.2 | 2.22 | 2.3 | ' | ' | ' | 1.03 |
Class of Warrant or Right, Outstanding | 10,878,208 | 7,321,667 | 6,967,529 | ' | 97,828 | 143,700 | 4,254,387 | ' |
Unrealized Gain On Warranty Derivative Liability | $875,041 | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants | ' | ' | ' | 297,991 | ' | ' | ' | 300,895 |
Class Of Warrant Or Right Issued During Period Value | $1,485,313 | $220,872 | ' | ' | ' | ' | $1,485,313 | $342,485 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
Schedule of future minimum payments by operating lease [Line Items] | ' |
2014 | $269,400 |
2015 | 269,400 |
2016 | 269,400 |
2017 | 269,400 |
2018 | 269,400 |
Thereafter | 727,864 |
Total | $2,074,864 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | |
Nov. 19, 2013 | 13-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 17, 2014 | |
Subsequent Event [Member] | |||||
Schedule of commitment and contingencies [Line Items] | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense, Net | ' | ' | $283,000 | $298,000 | ' |
Market Exchange Notification Description | 'On November 19, 2013, we received another letter from the NYSE MKT notifying us that we are not in compliance with Section 1003(a)(i) of the Company Guide with stockholders’ equity of less than $2,000,000 as of September 30, 2013 and net losses in two of three of our most recent fiscal years, and we submitted an amended plan to regain compliance. | 'On May 13, 2013, we received a deficiency notice from the NYSE MKT exchange notifying us that we are not in compliance with Section 1003(a)(iii) of the Company Guide with stockholders’ equity of less than $6,000,000 and net losses in five of our most recent fiscal years and Section 1003(a)(ii) with stockholders’ equity of less than $4,000,000 and net losses in three of our four most recent fiscal years. | ' | ' | ' |
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | $5,000,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Line Items] | ' | ' |
Net Income | ($12,693,125) | ($7,713,822) |
Domestic Tax Authority [Member] | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' |
Net Income | ($12,693,125) | ($7,713,822) |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | ' | ' |
Federal | $0 | $0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred: | ' | ' |
Federal | 0 | 0 |
State | 0 | 0 |
Total deferred | 0 | 0 |
Total Income Tax | $0 | $0 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Line Items] | ' | ' |
Statutory Federal tax rate | ($4,442,594) | ($2,699,838) |
Valuation allowance | 4,112,338 | 2,789,646 |
State income taxes, net of Federal benefit | -528,034 | -443,236 |
Change in state income tax rate | 574,964 | 823,665 |
Change in Warrant Derivative Liability | -342,666 | -554,211 |
Stock issued in exchange for debt waiver | 581,649 | 0 |
Nondeductible meals & entertainment expense | 44,343 | 83,974 |
Total Income Tax Expense\Benefit | $0 | $0 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current deferred tax assets | ' | ' |
Accrued liability for vacation | $85,599 | $75,442 |
Bad debt reserve | 512,941 | 642,546 |
Charitable contributions carryforward | 19,746 | 19,686 |
Inventory reserve | 895,760 | 456,026 |
Restricted stock compensation | 82,640 | 94,212 |
Total current deferred tax assets | 1,596,686 | 1,287,912 |
Valuation Allowance | -1,596,686 | -1,287,912 |
Net current deferred tax assets | 0 | 0 |
Noncurrent deferred tax assets | ' | ' |
Net operating loss carryovers | 14,863,919 | 11,963,305 |
Stock warrants | 134,117 | 139,549 |
Stock option compensation | 1,307,998 | 1,023,192 |
Debt discount and waiver amortization | 455,916 | 0 |
Goodwill amortization | 90,868 | 0 |
Depreciation | 97,492 | 0 |
Amortization | 25,797 | 0 |
Total noncurrent deferred tax assets | 16,976,107 | 13,126,046 |
Valuation allowance | -16,976,107 | -13,172,543 |
Net noncurrent deferred tax assets | 0 | -46,497 |
Deferred tax liabilities: | ' | ' |
Goodwill Amortization | 0 | -11,346 |
Depreciation | 0 | 31,055 |
Amortization | 0 | 26,788 |
Total deferred tax liabilities | 0 | 46,497 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Line Items] | ' | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $4,112,338 | $2,789,646 |
Operating Loss Carryforwards | $37,956,891 | $29,360,685 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ' |
Operating Loss Carryforward Expiration Dates1 | 'Federal net operating loss carryovers expire at various dates between 2025 and 2033, while state net operating loss carryovers expire between 2025 and 2033. | ' |
Operating Loss Carryforwards, Limitations on Use | 'Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three year period. | ' |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Employee Benefit Plan [Line Items] | ' |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 2.00% |
Minimum [Member] | ' |
Employee Benefit Plan [Line Items] | ' |
Defined Benefit Plan, Contributions by Plan Participants | 16,500 |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid during the period for:Interest | $2,681,459 | $1,873,155 |
Cash paid during the period for:Income taxes | 0 | 0 |
Non-cash activities: | ' | ' |
Non-cash consulting expense | -5,117 | 427,787 |
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 |
Warrants issued with debt | 0 | 220,872 |
Capital lease acquisition | 0 | 350,986 |
Issuance of warrants | 1,485,313 | 220,872 |
Increase in long term debt, ROS adjustment fee | 700,000 | 0 |
Issuance of common stock, ROS adjustment fee | 630,000 | 0 |
Debt discount related to financing | 0 | 7,341,520 |
Royalty liability related to financing | $0 | $7,341,520 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
American Donor Services [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Recovery of Direct Costs | $2,055,523 | $1,472,949 |
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 | 840,100 | 525,900 |
Mr Cook [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Number Of Stock Collateralized For Loan | ' | 1,850,000 |
Equity Method Investment, Ownership Percentage | 19.40% | ' |
International Biologics, LLC [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related Party Transaction, Due from (to) Related Party, Total | $32,974 | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Mar. 06, 2014 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1.5 | ' |
Borrowed Funds | ' | $4 |