Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 16, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CALADRIUS BIOSCIENCES, INC. | ||
Entity Central Index Key | 320,017 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 8,308,264 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 32,022,091 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 14,705,008 | $ 20,318,411 |
Accounts receivable trade, net of allowance of $0 at December 31, 2016 and 2015, respectively | 2,891,723 | 2,566,101 |
Deferred costs | 3,582,298 | 2,911,743 |
Prepaid and other current assets | 3,469,932 | 3,476,177 |
Total current assets | 24,648,961 | 29,272,432 |
Property, plant and equipment, net | 17,149,241 | 17,064,900 |
Goodwill | 7,013,315 | 7,013,315 |
Intangible assets, net | 2,307,880 | 2,877,880 |
Other assets | 713,451 | 976,768 |
Total assets | 51,832,848 | 57,205,295 |
Current Liabilities | ||
Accounts payable | 4,366,753 | 4,107,388 |
Accrued liabilities | 6,062,569 | 6,198,488 |
Long-term debt, current | 3,126,457 | 4,171,456 |
Notes payable, current | 847,327 | 1,192,666 |
Unearned revenues, current | 5,098,193 | 5,345,225 |
Total current liabilities | 19,501,299 | 21,015,223 |
Deferred income taxes | 1,070,700 | 932,662 |
Notes payable | 292,217 | 583,041 |
Unearned revenues, long-term | 4,587,397 | 0 |
Long term debt | 2,524,897 | 10,828,544 |
Other long-term liabilities | 389,858 | 562,001 |
Total liabilities | 28,366,368 | 33,921,471 |
Commitments and Contingencies | ||
Redeemable Securities - Non-Controlling Interests | 19,400,000 | 0 |
Stockholders' Equity | ||
Preferred stock; authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 1 share of common stock, $.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at December 31, 2016 and December 31, 2015 | 100 | 100 |
Common stock, $.001 par value, authorized 500,000,000 shares; issued and outstanding, 8,205,791 and 5,673,302 shares, at December 31, 2016 and December 31, 2015, respectively | 8,206 | 5,673 |
Additional paid-in capital | 410,372,049 | 396,547,401 |
Treasury stock, at cost; 11,080 shares at December 31, 2016 and December 31, 2015 respectively | (707,637) | (707,637) |
Accumulated deficit | (404,788,809) | (372,132,490) |
Accumulated other comprehensive income | 0 | 486 |
Total Caladrius Biosciences, Inc. stockholders' equity | 4,883,909 | 23,713,533 |
Noncontrolling interests | (817,429) | (429,709) |
Total equity | 4,066,480 | 23,283,824 |
Liabilities and Equity, Total | $ 51,832,848 | $ 57,205,295 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Preferred Stock [Member] | ||
Preferred stock, shares authorized (shares) | 20,000,000 | 20,000,000 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Preferred stock, liquidation preference (shares) | 1 | 1 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares designated (shares) | 825,000 | 825,000 |
Preferred stock, shares issued (shares) | 10,000 | 10,000 |
Preferred stock, shares outstanding (shares) | 10,000 | 10,000 |
Common Stock [Member] | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, shares, issued (shares) | 8,205,790 | 5,673,301.2 |
Common stock, shares, outstanding (shares) | 8,205,790 | 5,673,301 |
Treasury Stock [Member] | ||
Treasury Stock, Shares | 11,080 | 11,080 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements of Operations [Abstract] | ||
Revenues | $ 35,283,868 | $ 22,487,566 |
Cost of revenues | 31,136,129 | 20,158,828 |
Research and development | 15,108,528 | 23,899,026 |
Impairment of goodwill and intangible assets | 0 | 62,273,336 |
Selling, general, and administrative | 20,374,969 | 30,005,542 |
Operating expenses | 66,619,626 | 136,336,732 |
Operating loss | (31,335,758) | (113,849,166) |
Other income (expense): | ||
Other income (expense), net | 21,957 | 17,723,579 |
Interest expense | (1,857,694) | (2,128,442) |
Other income (expense) total | (1,835,737) | 15,595,137 |
Loss before provision (benefit) for income taxes and noncontrolling interests | (33,171,495) | (98,254,029) |
Provision (benefit) for income taxes | 138,038 | (17,243,528) |
Net loss | (33,309,533) | (81,010,501) |
Less - loss attributable to noncontrolling interests | (653,214) | (124,549) |
Net loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (32,656,319) | $ (80,885,952) |
Basic and diluted (loss) per share attributable to: | ||
Basic and diluted loss per share attributable to Caladrius Biosciences, Inc. common stockholders (in dollars per share) | $ (4.99) | $ (16.67) |
Weighted average common shares outstanding (in shares) | 6,548,251 | 4,850,811 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive income - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net loss | $ (33,309,533) | $ (81,010,501) |
Other comprehensive loss: | ||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | (486) | (843) |
Total other comprehensive loss | (486) | (843) |
Comprehensive loss | (33,310,019) | (81,011,344) |
Comprehensive loss attributable to noncontrolling interests | (653,214) | (124,549) |
Comprehensive net loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (32,656,805) | $ (80,886,795) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total NeoStem, Inc. Shareholders' Equity [Member] | Non-Controlling Interest in Subsidiary [Member] |
Beginning Balance (in shares) at Dec. 31, 2014 | 10,000 | 3,678,386 | |||||||
Beginning Balance at Dec. 31, 2014 | $ 58,073,789 | $ 100 | $ 3,678 | $ 350,462,009 | $ 1,329 | $ (291,246,538) | $ (705,742) | $ 58,514,836 | $ (441,047) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (81,010,501) | (80,885,952) | (80,885,952) | (124,549) | |||||
Marketable Securities, Unrealized Gain (Loss) | (843) | (843) | (843) | ||||||
Share-based compensation (in shares) | 92,800 | ||||||||
Share-based compensation | (9,750,110) | $ (93) | (9,751,912) | (1,895) | (9,750,110) | ||||
Proceeds from issuance of common stock (in shares) | 1,902,116 | ||||||||
Proceeds from issuance of common stock | 36,471,269 | $ 1,902 | 36,469,367 | 36,471,269 | |||||
Change in Ownership in Subsidiary | 0 | (135,887) | (135,887) | 135,887 | |||||
Ending Balance (in shares) at Dec. 31, 2015 | 10,000 | 5,673,302 | |||||||
Ending Balance at Dec. 31, 2015 | 23,283,824 | $ 100 | $ 5,673 | 396,547,401 | 486 | (372,132,490) | (707,637) | 23,713,533 | (429,709) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (33,309,533) | (32,656,319) | (32,656,319) | (653,214) | |||||
Marketable Securities, Unrealized Gain (Loss) | (486) | (486) | (486) | ||||||
Share-based compensation (in shares) | 114,344 | ||||||||
Share-based compensation | (2,532,281) | $ (114) | (2,532,167) | (2,532,281) | |||||
Proceeds from issuance of common stock (in shares) | 2,418,144 | ||||||||
Proceeds from issuance of common stock | 11,560,394 | $ 2,419 | 11,557,975 | 11,560,394 | |||||
Change in Ownership in Subsidiary | 0 | (265,494) | (265,494) | 265,494 | |||||
Ending Balance (in shares) at Dec. 31, 2016 | 10,000 | 8,205,790 | |||||||
Ending Balance at Dec. 31, 2016 | $ 4,066,480 | $ 100 | $ 8,206 | $ 410,372,049 | $ 0 | $ (404,788,809) | $ (707,637) | $ 4,883,909 | $ (817,429) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (33,309,533) | $ (81,010,501) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity-based compensation expense | 2,604,291 | 9,750,110 |
Depreciation and amortization | 2,743,648 | 2,686,779 |
Changes in acquisition-related contingent consideration | 0 | (18,260,000) |
Impairment of goodwill and intangible assets | 0 | 62,273,336 |
Loss on disposal of assets | 591,307 | 0 |
Deferred income taxes | 138,038 | (17,243,528) |
Amortization/Accretion on Marketable Securities | 0 | 95,095 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | 6,245 | 872,990 |
Accounts receivable | (325,622) | 545,173 |
Deferred costs | (670,555) | (344,753) |
Unearned revenues | 4,340,366 | 1,011,104 |
Other assets | 262,830 | 286,607 |
Accounts payable, accrued liabilities and other liabilities | (48,697) | 79,257 |
Net cash used in operating activities | (23,667,682) | (39,258,331) |
Cash flows from investing activities: | ||
Purchase of short term investments | 0 | (6,081,900) |
Sales of marketable securities | 0 | 13,066,014 |
Acquisition of property and equipment | (2,849,296) | (3,185,737) |
Net cash (used in) provided by investing activities | (2,849,296) | 3,798,377 |
Cash flows from financing activities: | ||
Payments Related to Tax Withholding for Share-based Compensation | (72,010) | 0 |
Net proceeds from issuance of capital stock | 11,560,394 | 36,471,269 |
Repayments of Long-term Debt | (9,348,646) | 0 |
Proceeds from notes payable | 979,579 | 1,087,361 |
Repayment of notes payable | 1,615,742 | 954,326 |
Sale of ownership interest in subsidiary | (19,400,000) | 0 |
Net cash provided by financing activities | 20,903,575 | 36,604,304 |
Net (decrease) increase in cash and cash equivalents | (5,613,403) | 1,144,350 |
Cash and cash equivalents at beginning of year | 20,318,411 | 19,174,061 |
Cash and cash equivalents at end of year | 14,705,008 | 20,318,411 |
Cash paid during the period for: | ||
Interest | 1,823,424 | 1,497,845 |
Taxes | $ 0 | $ 0 |
The Business
The Business | 12 Months Ended |
Dec. 31, 2016 | |
The Business [Abstract] | |
The Business | The Business OVERVIEW Caladrius Biosciences, Inc. (“we,” “us,” "our," “Caladrius” or the “Company”), is a company developing cellular therapeutics to treat certain diseases. We leverage our internal specialized cell therapy clinical development expertise to select and develop early-stage cell therapy candidates with the intention of partnering these candidates post proof-of-concept in humans. Our current lead product candidate, CLBS03, is an autologous ex vivo polyclonal T regulatory cell ("Treg") clinical phase 2 therapy targeting adolescents with recent-onset type 1 diabetes mellitus (“T1D”). Our subsidiary, PCT, LLC, a Caladrius Company TM (“PCT”), is a leading provider of development and manufacturing services to the cell and cell-based gene therapy industry. PCT has significant cell therapy-specific experience and expertise, an expansive list of noteworthy clients and significant revenue growth over the past three years. Notably, PCT and Hitachi Chemical Co. America, Ltd. ("Hitachi America") and Hitachi Chemical Co., Ltd. ("Hitachi" and together with Hitachi America, “Hitachi Chemical”) are engaged in a strategic collaboration to accelerate the creation of a global commercial cell therapy development and manufacturing enterprise with deep engineering expertise. CLBS03 We are developing strategically, through the utilization of or core development and manufacturing expertise, a product candidate that is an innovative therapy for TID. This therapy is based on a proprietary platform technology for immunomodulation. We have selected as an initial target the unmet medical need of patients who are newly diagnosed with T1D, most of whom will be below the age of 18. This program is based on the use of T regulatory cells ("Tregs") to treat diseases caused by imbalances in an individual's immune system. This novel approach seeks to restore immune balance by enhancing Treg number and function. Tregs are a natural part of the human immune system and regulate the activity of T effector cells; the cells that are responsible for protecting the body from pathogens and foreign antigens. When Tregs function properly, only harmful foreign materials are attacked by T effector cells. In autoimmune disease, however, it is thought that deficient Treg activity and numbers permit the T effector cells to attack the body's own beneficial cells. In the case of T1D, the beta cells in the pancreas are attacked thereby reducing and/or eliminating over time the patient's ability to produce insulin. Insulin is necessary to regulate sugar metabolism and maintain proper sugar levels in the blood. Inconsistent or unnatural insulin levels can lead to many complications, including blindness, vascular disease and, if no insulin supplement is provided, even death. There are currently no curative treatments, only lifelong insulin therapy, which therapy often does not prevent serious co-morbidities. Two Phase 1 clinical trials of this technology in T1D demonstrated safety and tolerance, feasibility of manufacturing, an implied durability of effect as well as an early indication of potential therapeutic effect through the preservation of beta cell function. In the first quarter of 2016, we commenced patient enrollment in the first of two cohorts in The Sanford Project: T-Rex Study, a Phase 2 prospective, randomized, placebo-controlled, double-blind clinical trial (the "TRex Study") to evaluate the safety and efficacy of CLBS03 in adolescents with recent onset T1D. In October 2016 we received a satisfactory safety evaluation by our independent Data Safety Monitoring Board based on the safety data then available from the first 19 patients enrolled in the trial. A subsequent interim analysis of early therapeutic effect is planned after approximately 50% of patients reach the six -month follow-up milestone, which analysis is expected in late 2017 or early 2018. We entered into a strategic collaboration with Sanford Research to support the execution of this trial. Sanford Research is a U.S.-based non-profit research organization that supports an emerging translational research center focused on finding a cure for T1D. On February 23, 2017, the California Institute for Regenerative Medicine ("CIRM") awarded us funds of up to $12.2 million to support the T-Rex Study. The total $12.2 million amount will become payable upon the achievement of certain milestones which are still under negotiation. We expect to receive $ 5.7 million in initial funding on April 1, 2017. CLBS03 has been granted Fast Track and orphan drug designations from the FDA as well as Advanced Therapeutic Medicinal Product ("ATMP") classification from the European Medicines Agency ("EMA") Ischemic Repair (CD34 Cell Technology) Our CD34 cell technology has led to the development of therapeutic candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is restricted. Through the administration of CD34 cells, we seek to promote the development and formation of new blood vessels and thereby increase blood flow to the impacted area. We believe that conditions caused by underlying ischemic injury can improve through our CD34 cell technology, including critical limb ischemia ("CLI"). Published reports in Circulation Cardiovascular Interventions, Atherosclerosis, Stem Cells and Circulation Journal , provide preliminary evidence that CD34 cell therapy is safe and can exert significant therapeutic effects in patients with CLI, a condition in which blood flow to the legs is severely impaired, causing pain and non-healing ulcers and, ultimately, potentially resulting in the need for amputation. Our Clinical Trial Notification for a pivotal Phase 2 trial investigating CLBS12 (a candidate for CLI) was submitted to the Japanese Pharmaceutical and Medical Device Agency ("PMDA") and was cleared to proceed. The protocol design was agreed with PMDA and if successful, could provide the basis for conditional approval under Japan's favorable regenerative medicine law. We are seeking to collaborate on CLBS12 with development and/or manufacturing partners. We submitted multiple grant applications in an effort to seek non-dilutive financing to investigate the CD34 technology for additional clinical indications in the United States and expect to learn the results of those applications in the first half of 2017. We intend to develop this platform if capital becomes available through grants, partnerships or licensing, as well as potentially using reasonable amounts of our own capital as it becomes available. Additional Out-licensing Opportunities Our broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. These include additional indications for our Treg product, a platform using tumor cell/dendritic cell technology for immuno-oncology and additional indications for our CD34 cell technology. The immuno-oncology program has the benefit of promising Phase 2 clinical data and applicability to multiple indications. This platform is based on our extensive intellectual property portfolio. In 2016 we completed multiple out-licensing agreements for these and other technology platforms in an effort to monetize non-core assets. Our long term strategy focuses on advancing cell-based therapies to the market and assisting patients suffering from life-threatening medical conditions. We believe we are positioned to realize potentially meaningful value increases within our own proprietary pipeline based on demonstration of proof-of-concept in man as well as process and manufacturing advancements. Cell Therapy Development and Manufacturing PCT is a leading cell therapy development and manufacturing provider (often called a contract development and manufacturing organization, or "CDMO"), specializing in cell and cell-based gene therapies. PCT offers high-quality development and manufacturing capabilities (e.g., current Good Manufacturing Practice (“cGMP”) manufacturing systems and facilities), quality systems, cell and tissue processing, logistics, storage and distribution and engineering solutions (e.g., process and assay development, optimization and automation) to clients with therapeutic candidates at all stages of development. PCT produces clinical supplies and ultimately, intends also to produce commercial product for its clients. PCT has worked with over 100 clients and produced over 20,000 cell therapy products since it was founded 18 years ago. PCT’s manufacturing services are designed to reduce the capital investment and time required by clients to advance their development programs compared to conducting the process development and manufacturing in-house. PCT has demonstrated regulatory expertise, including the support of over 50 U.S. and European Union ("EU") regulatory filings for clients, and expertise across multiple cell types and therapeutic applications, including immunotherapy (e.g. CAR-T therapies), neuro/endocrine therapies, hematopoietic replacement and tissue repair/regeneration. PCT offers a complete development pathway for its clients, with services supporting preclinical through commercial phase, all underpinned by timely process optimization and automation support. PCT currently operate facilities qualified under cGMPs in each of Allendale, New Jersey and Mountain View, California, including EU-compliant production capacity in the Allendale facility. On March 11, 2016, PCT entered into a strategic collaboration and license agreement with Hitachi Chemical to accelerate the creation of a global commercial cell therapy development and manufacturing enterprise with deep engineering expertise, at which time Caladrius sold 19.9% of its ownership stake in PCT to Hitachi Chemical. On March 16, 2017 (the "Effective Date"), Caladrius entered into an interest purchase agreement (the "Purchase Agreement"), by and among Caladrius, PCT and Hitachi America, pursuant to which Hitachi America has agreed to acquire the 80.1% membership interest in PCT that it does not already own from Caladrius for $75.0 million in cash (the “Sale”), subject to potential adjustment, including based on PCT’s cash and outstanding indebtedness as of the closing of the Sale, and a potential future milestone payment (the “Purchase Price”). Pursuant to the terms of the Purchase Agreement, at the Effective Date, Hitachi America will pay Caladrius $5.0 million of the Purchase Price (the “Initial Payment”). At the closing of the Sale (the “Closing”), an additional $5.0 million of the Purchase Price will be deposited into an escrow account to cover potential indemnification claims of Hitachi America, if any, under the Purchase Agreement. The Closing is subject to customary closing conditions, including approval of Caladrius’ stockholders, and is expected to occur during the second quarter of 2017. However, we cannot provide assurance as to when the Sale will be completed, or whether it will be completed at all. As part of the Purchase Price, Hitachi will pay Caladrius $5.0 million (the “Milestone Payment”) if PCT achieves $125 million in Cumulative Revenue (excluding clinical service reimbursables) (the “Milestone”) for the period from January 1, 2017 through December 31, 2018. For purposes of the Milestone, “Cumulative Revenue” will be calculated based on PCT’s revenue from all customers (including Caladrius and its subsidiaries) in accordance with the financial accounting and reporting standards set forth in the statements and pronouncements of the Financial Accounting Standards Board (“FASB”), consistently applied (see Note 18). Financial Information & Liquidity Liquidity (assuming the Sale Closes in the Second Quarter of 2017) - see Note 18 The Sale may constitute the sale of substantially all of the Company's property and assets under Delaware law, and the Company is therefore seeking the approval of the Sale by the Company's stockholders which is expected in the second quarter of 2017. The Company expects to receive the Initial Payment in the first quarter of 2017. If the Sale closes, the Company expects to receive the remainder of the Purchase Price (other than the $5.0 million paid into escrow and the milestone payment) in the second quarter of 2017. We believe that the expected cash on hand from the Sale will enable us to fund the development of CLBS03 and other operating expenses for at least the next 12 months following the issuance of our financial statements, as well as to repay our outstanding loan with Oxford Finance in 2017. We cannot provide assurance as to when the Sale will be completed, or whether it will be completed at all. In addition, if the Purchase Agreement is terminated under certain circumstances, Caladrius will be required to repay the $5.0 million Initial Payment and pay a termination fee of $5.0 million . If such payments are not made within 90 days, Hitachi America's membership interest in PCT will increase from 19.9% to 32.22% . If the Purchase Agreement is terminated under certain other circumstances, Caladrius will be required to return the $5.0 million Initial Payment, and, if does not do so within 90 days, Hitachi America's membership interest in PCT will increase from 19.9% to 26.02% . Each of these scenarios could have adverse effects on our business, results of operations and the trading price of our common stock. Liquidity (assuming Sale Does Not Close) During the year ended December 31, 2016 , the Company incurred a net loss of $33.3 million and used $23.7 million of net cash in operating activities. As of December 31, 2016 , the Company's accumulated deficit was $404.8 million . We anticipate requiring additional capital in order to grow our PCT business, to fund the development of CLBS03, to fund other operating expenses, and to make principal and interest payments on our loan with Oxford Finance. To meet our short and long term liquidity needs, we currently expect to use existing cash and cash equivalents balances, our revenue generating activities and a variety of other means, including our common stock purchase agreements with Aspire Capital (see Note 13). Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings, option exercises, partnerships and/or collaborations and/or sale of assets. In addition, we will continue to seek as appropriate grants for scientific and clinical studies from various governmental agencies and foundations. While we continue to seek capital through a number of means, there can be no assurance that additional financing will be available to us on acceptable terms, if at all. If we are unable to access capital necessary to meet our liquidity needs, we may have to delay or discontinue the development of CLBS03, and/or the expansion of our business or raise funds on terms that we may consider unfavorable. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern for at least the next 12 months following the issuance of our financial statements; however, the above conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverabilty and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Reverse Stock Split On July 28, 2016, we implemented a one-for-ten reverse split of our issued and outstanding shares of our common stock (the “Reverse Stock Split”), as authorized at the annual meeting of stockholders on June 22, 2016. The Reverse Stock Split became effective on July 27, 2016 at 5:00 pm and our common stock began trading on The NASDAQ Capital Market on a post-split basis at the open of business on July 28, 2016. As of July 28, 2016, every ten shares of our issued and outstanding common stock were combined into one share of our common stock, except to the extent that the Reverse Stock Split resulted in any of our stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.001 . The Reverse Stock Split was effectuated in order to increase the per share trading price of our common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market. All share and per share amounts of common stock, options and warrants in the accompanying financial statements have been restated for all periods presented to give retroactive effect to the Reverse Stock Split. Accordingly, the consolidated statements of equity reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “Additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split. Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP"). In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, include all normal and recurring adjustments considered necessary to present fairly the Company's financial position as of December 31, 2016 and 2015 , and the results of its operations and its cash flows for the years ended December 31, 2016 and 2015 . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining the fair values of goodwill for potential goodwill impairments, useful lives of our long-lived tangible and intangible assets, allowances for doubtful accounts, and stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and partially owned subsidiaries and affiliates as listed below. All intercompany activities have been eliminated in consolidation. Entity Percentage of Ownership Location Caladrius Biosciences, Inc. 100% United States of America Amorcyte, LLC 100% United States of America PCT, LLC, a Caladrius Company (1) 80.1% United States of America NeoStem Family Storage, LLC (1) 80.1% United States of America PCT Allendale, LLC (1) 80.1% United States of America Athelos Corporation (2) 98.4% United States of America NeoStem Oncology, LLC 100% United States of America (1) As of December 31, 2016 , Hitachi America's ownership interest was 19.9% (2) As of December 31, 2016 , Becton Dickinson's ownership interest in Athelos Corporation was 1.6% . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased. Concentration of Risks We are subject to credit risk from our portfolio of cash and cash equivalents and marketable securities. Under our investment policy, we limit amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of our investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after-tax rate of return. We are also subject to credit risk from our accounts receivable related to our services. The majority of our trade accounts receivable arises from services in the United States. For the year ended December 31, 2016 , three customers represented 46% of total revenues recognized, the largest of which was 19% . As of December 31, 2016 , three customers represented 40% of our accounts receivable, the largest of which was 19% . Marketable Securities The Company determines the appropriate classification of our marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of our marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. We regularly review all of our investments for other-than-temporary declines in fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in fair value of an investment is below our accounting basis and this decline is other-than-temporary, we reduce the carrying value of the security we hold and record a loss for the amount of such decline. Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company applies judgment in connection with establishing the allowance for doubtful accounts. Specifically, the Company analyzes the aging of accounts receivable balances, historical bad debts, customer concentration and credit-worthiness, current economic trends and changes in the Company’s customer payment terms. Significant changes in customer concentrations or payment terms, deterioration of customer credit-worthiness or weakening economic trends could have a significant impact on the collectability of the receivables and the Company’s operating results. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Management regularly reviews the aging of receivables and changes in payment trends by its customers, and records a reserve when it believes collection of amounts due are at risk. Deferred Costs The Company, through its PCT subsidiary, regularly enters into contracts with clients for services that have multiple stages and are dependent on one another to complete the contract and recognize revenue. The Company's deferred costs represents work in process for costs incurred on such projects at PCT that have not been completed. The Company reviews these projects periodically to determine that the value of each project is stated at the lower of cost or market. Property, Plant, and Equipment The cost of property, plant and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property, plant and equipment are as follows: Building and improvements 25-30 years Machinery and equipment 8-12 years Lab equipment 5-7 years Furniture and fixtures 5-12 years Software 3-5 years Leasehold improvements Life of lease Goodwill Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. Intangible assets with indefinite useful lives are measured at their respective fair values as of the acquisition date. The Company does not amortize goodwill and intangible assets with indefinite useful lives. The Company reviews goodwill at least annually, or at the time a triggering event is identified for possible impairment. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company tests its goodwill each year on December 31. The Company reviews the carrying value of goodwill utilizing an income approach model, and, where appropriate, a market value approach is also utilized to supplement the discounted cash flow model. The Company makes assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values to determine each reporting unit’s estimated fair value. If these estimates or related assumptions change in the future, the Company may be required to record impairment charges. In accordance with its accounting policy, the Company tested goodwill as of December 31, 2016 and concluded there was no goodwill impairment. As of December 31, 2015, the Company determined that goodwill valued at $18.2 million was impaired (see Note 9). Long-lived Assets Long-lived assets consist of customer lists, manufacturing technology, tradenames, patents and rights, as well as property, plant and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments in 2016 and 2015 . Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. Loss Per Share Basic loss per share is based on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share, which is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive in all periods presented due to losses incurred. Income Taxes The Company recognizes (a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company continues to evaluate the accounting for uncertainty in tax positions at the end of each reporting period. The guidance requires companies to recognize in their financial statements the impact of a tax position if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The position ascertained inherently requires judgment and estimates by management. The Company recognizes interest and penalties as a component of income tax expense. Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital. Revenue Recognition Clinical Services: The Company recognizes revenue for its (i) process development and (ii) clinical manufacturing services based on the terms of individual contracts. We recognize revenues when all of the following conditions are met: • persuasive evidence of an arrangement exists; • delivery has occurred or the services have been rendered; • the fee is fixed or determinable; and • collectability is probable. The Company considers signed contracts as evidence of an arrangement. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the payment terms are subject to refund or adjustment. The Company assesses cash collectability based on a number of factors, including past collection history with the client and the client's creditworthiness. If the Company determines that collectability is not reasonably assured, it defers revenue recognition until collectability becomes reasonably assured, which is generally upon receipt of the cash. The Company's arrangements are generally non-cancellable, though clients typically have the right to terminate their agreement for cause if the Company materially fails to perform. Revenues associated with process development services generally contain multiple stages that do not have stand-alone values and are dependent upon one another, and are recognized as revenue on a completed contract basis. Progress billings collected prior to contract completion are recorded as unearned revenue until such time the contract is completed, which usually requires formal client acceptance. Clinical manufacturing services are generally distinct arrangements whereby the Company is paid for time and materials or for fixed monthly amounts. Revenue is recognized when efforts are expended or contractual terms have been met. Some client agreements include multiple elements, comprised of cell process development and cell manufacturing services. The Company believes that process development and clinical manufacturing services each have stand-alone value because these services can be provided separately by other companies. In accordance with ASC Update No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements,” the Company (1) separates deliverables into separate units of accounting when deliverables are sold in a bundled arrangement and (2) allocates the arrangement's consideration to each unit in the arrangement based on its relative selling price. Clinical Services Reimbursements: The Company separately charges the customers for the expenses associated with certain consumable resources (reimbursable expenses) that are specified in each clinical services contract. On a monthly basis, the Company bills customers for reimbursable expenses and immediately recognizes these billings as revenue, as the revenue is deemed earned as reimbursable expenses are incurred. For the years ended December 31, 2016 and 2015 , clinical services reimbursements were $6.4 million and $3.4 million , respectively. Processing and Storage Services: The Company recognizes revenue related to the collection and cryopreservation of cord blood and autologous adult stem cells when the cryopreservation process is completed which is approximately twenty-four hours after cells have been collected. Revenue related to advance payments of storage fees is recognized ratably over the period covered by the advance payments. License Fees: PCT and Hitachi also entered into an exclusive license agreement for Asia pursuant to which PCT received $5.6 million from Hitachi in 2016. PCT licensed to Hitachi certain cell therapy technology and know-how (including an exclusive license to use the PCT brand in Asia) and agreed to provide Hitachi with certain training and support. As additional consideration, Hitachi will pay PCT royalties on contract revenue generated in Asia for a minimum of 10 years. The initial term of the Hitachi License Agreement is 10 years and may be automatically extended for successive additional two year terms. The Company recognizes the payments as revenue on a straight-line basis over the initial 10 -year term. For the year ended December 31, 2016 , the Company recognized $0.5 million of license fee revenue. As of December 31, 2016 , $0.6 million of Hitachi license fees were included in unearned revenue, and $4.6 million was included in unearned revenue - long-term. Research and Development Costs Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred. To further drive the Company’s cell therapy initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned. New Accounting Pronouncement In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASU 2014-09 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning January 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet selected the transition method. The Company anticipates assigning internal resources to assist with the evaluation and implementation of the new standard, and will continue to provide updates during 2017. In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements - Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the provisions in this ASU should be followed to determine whether to disclose information about the relevant conditions and events. The ASU was effective for us as of December 31, 2016. In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and was effective for us beginning in our first quarter of 2016. The adoption of this standard did not have a material impact on our financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740). The ASU improves on the classification of deferred taxes on the balance sheet by eliminating the current requirement. The current requirement presents deferred tax liabilities and assets as current and noncurrent in a classified balance sheet or statement of financial position. Under the ASU, organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, these amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of this standard did not have a material impact on our financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases" (ASU 2016-02). ASU 2016-02 provides accounting guidance for both lessee and lessor accounting models. Among other things, lessees will recognize a right-of-use asset and a lease liability for leases with a duration of greater than one year. For income statement purposes, ASU 2016-02 will require leases to be classified as either operating or finance. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The new standard will be effective for us on January 1, 2019 and will be adopted using a modified retrospective approach which will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. |
Collaboration and Hitachi Licen
Collaboration and Hitachi License Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Collaboration and License Agreement [Abstract] | |
Collaboration and Hitachi License Agreement | Collaboration and Hitachi License Agreement Hitachi On March 11, 2016, PCT entered into a global collaboration with Hitachi. This collaboration consists of an equity investment in and a license agreement with PCT. Under the equity investment agreement, Hitachi purchased a 19.9% membership interest in PCT for $19.4 million of which $15.0 million of proceeds was distributed to Caladrius from PCT and $4.4 million remained at PCT to be used for the continued expansion and improvements at PCT in support of commercial product launch readiness as well as for general corporate purposes. Caladrius remains the majority stockholder retaining an 80.1% ownership interest. PCT and Hitachi Chemical also entered into an exclusive license agreement for the acceleration of the creation of a global commercial cell therapy development and manufacturing expertise in Asia pursuant to which PCT received $5.6 million from Hitachi Chemical in three fee-driven payments during 2016. PCT licensed certain cell therapy technology and know-how (including an exclusive license in Asia) and agreed to provide Hitachi with certain training and support. As additional consideration, Hitachi will pay PCT royalties on contract revenue generated in Asia for a minimum of 10 years. Lastly, as part of the transaction, PCT and Hitachi Chemical agreed to explore the possibility of pursuing a collaboration in cell therapy contract development and manufacturing in Europe. |
Available-for-Sale-Securities
Available-for-Sale-Securities | 12 Months Ended |
Dec. 31, 2016 | |
Available-for-sale Securities [Abstract] | |
Available-for-Sale-Securities | Available-for-Sale-Securitie The following table is a summary of available-for-sale securities recorded in cash and cash equivalents in our Consolidated Balance Sheets (in thousands): December 31, 2016 December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Certificate of deposits $ — $ — $ — $ — $ 249.0 $ — $ — $ 249.0 Corporate debt securities — — — — 1,047.2 — — 1,047.2 Money market funds 4,426.8 — — 4,426.8 837.7 — — 837.7 Municipal debt securities — — — — 4,740.9 0.8 — 4,741.7 Total $ 4,426.8 $ — $ — $ 4,426.8 $ 6,874.8 $ 0.8 $ — $ 6,875.6 Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on our Consolidated Balance Sheets (in thousands): December 31, 2016 December 31, 2015 Cash and cash equivalents $ 4,426.8 $ 6,875.6 Marketable securities — — Total $ 4,426.8 $ 6,875.6 The following table summarizes our portfolio of available-for-sale debt securities by contractual maturity (in thousands): December 31, 2016 Amortized Cost Estimated Fair Value Less than one year $ 4,426.8 $ 4,426.8 Greater than one year — — Total $ 4,426.8 $ 4,426.8 |
Deferred Costs
Deferred Costs | 12 Months Ended |
Dec. 31, 2016 | |
Inventories [Abstract] | |
Deferred Costs | Deferred Costs Deferred costs representing work in process for costs incurred on process development contracts that have not been completed, were $3.6 million and $2.9 million as of December 31, 2016 and December 31, 2015 , respectively. The Company also has deferred revenue of approximately $4.0 million and $4.9 million of progress billings received as of December 31, 2016 and December 31, 2015 , respectively, related to these contracts. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment consisted of the following (in thousands): December 31, 2016 2015 Building and improvements $ 12,968.4 $ 11,478.6 Machinery and equipment 68.3 68.3 Lab equipment 8,045.5 7,461.2 Furniture and fixtures 2,288.8 2,320.9 Software 442.1 445.7 Leasehold improvements 1,753.8 2,831.5 Property, plant and equipment, gross 25,566.9 24,606.2 Accumulated depreciation (8,417.8 ) (7,541.4 ) Property, plant and equipment, net $ 17,149.1 $ 17,064.8 The Company’s results included depreciation expense of approximately $1.8 million and $2.1 million for the years ended December 31, 2016 and 2015 , respectively. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Loss Per Share [Abstract] | |
Loss Per Share | Loss Per Share For the years ended December 31, 2016 and 2015 the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of loss per share as they are anti-dilutive in the periods presented. At December 31, 2016 and 2015 the Company excluded the following potentially dilutive securities: December 31, 2016 2015 Stock Options 953,690 666,327 Warrants 388,062 321,403 Restricted Shares 126,849 20,278 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories: Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company had no financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2016 and December 31, 2015 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Other Intangible Assets The Company's goodwill was $7.0 million as of December 31, 2016 and December 31, 2015 , respectively. All goodwill resides in the PCT reporting unit. The Company's intangible assets and related accumulated amortization, all of which resides in the PCT reporting segment, as of December 31, 2016 and December 31, 2015 consisted of the following (in thousands): December 31, 2016 December 31, 2015 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list 10 years $ 1,000.0 $ (595.1 ) $ 404.9 $ 1,000.0 $ (495.1 ) $ 504.9 Manufacturing technology 10 years 3,900.0 (2,320.9 ) 1,579.1 3,900.0 (1,930.9 ) 1,969.1 Tradename 10 years 800.0 (476.1 ) 323.9 800.0 (396.1 ) 403.9 Total Intangible Assets $ 5,700.0 $ (3,392.1 ) $ 2,307.9 $ 5,700.0 $ (2,822.1 ) $ 2,877.9 As of December 31, 2015, the Company determined that IPR&D valued at $34.3 million and goodwill valued at $18.2 million were impaired, as a result of the discontinuation of the Company's CLBS20 Phase 3 clinical study. As of June 30, 2015, the Company determined that IPR&D valued at $9.4 million was impaired as a result of the Company's decision that it would not pursue further development of CLBS10. Total intangible amortization expense was classified in the operating expense categories for the periods included below as follows (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 314.2 $ 316.8 Research and development 75.8 108.4 Selling, general and administrative 180.0 180.0 Total $ 570.0 $ 605.2 Estimated intangible amortization expense on an annual basis for the succeeding five years is as follow (in thousands): 2017 $ 570.0 2018 570.0 2019 570.0 2020 570.0 2021 27.9 $ 2,307.9 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities were as follow (in thousands): December 31, 2016 2015 Salaries, employee benefits and related taxes $ 4,209.7 $ 2,771.2 Professional fees 224.5 480.7 Other 1,628.5 2,946.5 $ 6,062.7 $ 6,198.4 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt [Abstract] | |
Debt | Debt Notes Payable As of December 31, 2016 and December 31, 2015 , the Company had notes payable of approximately $1.1 million and $1.8 million , respectively. The notes relate to certain insurance policies and equipment financings, require monthly payments, and mature within one to three years. Long-Term Debt On September 26, 2014, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with Oxford Finance LLC (together with its successors and assigns, the “Lender”) pursuant to which the Lender disbursed $15.0 million (the “Loan”). The debt offering/issuance costs have been recorded as debt issuance costs in other assets in the consolidated balance sheet, and will be amortized to interest expense throughout the life of the Loan using the effective interest rate method. On March 11, 2016, upon the sale of a 19.9% membership interest in PCT to Hitachi America and our entry into a technology license agreement with Hitachi America (collectively, the “March 2016 Hitachi Transaction”), the Company and the Lender entered into an amendment to the Loan and Security Agreement whereby (i) the Company paid $7.0 million to Lender, comprising principal, interest and early termination fees, (ii) the Company's subsidiaries PCT, PCT Allendale, LLC, and NeoStem Family Storage, LLC (collectively the "Removed Borrowers") were removed as borrowers under the Loan, (iii) Lender's security interests in any and all assets of the Removed Borrowers were released, (iv) the interest only period on the remaining outstanding Loan balance was extended until January 1, 2017, and (v) in the event the Company received gross proceeds from the sale or issuance of any equity securities or subordinated debt, or any partnership, licenses, collaboration, dividend, grant or asset sale through March 31, 2017, 20% of such proceeds will be paid to Lender, up to a $3.0 million maximum as additional partial repayment of Loan. On September 14, 2016, concurrent with the Company's September 2016 Registered Direct Offering and Concurrent Private Placement (see Note 13), the Company repaid $3.0 million of such proceeds to the Lender. The outstanding balance was approximately $5.7 million and $15.0 million at December 31, 2016 and December 31, 2015 , respectively. The Company was making interest-only payments on the outstanding amount of Loan on a monthly basis at a rate of 8.50% per annum. Commencing on January 1, 2017, the Company began making 21 consecutive monthly payments of principal and interest. The Loan matures on September 1, 2018. At its option, the Company may prepay all amounts owed under the Loan and Security Agreement (including all accrued and unpaid interest), subject to a prepayment fee that is determined based on the date the loan is prepaid. The Company is also required to pay Lender a final payment fee equal to 8% of the Loan. The final payment fee will be amortized to interest expense throughout the life of the Loan using the effective interest rate method. The Company paid a facility fee in the amount of $100,000 in connection with Loan. Under the Loan and Security Agreement, the Lender holds a security interest ("Lenders' Security Interest") in all of the Company’s property, excluding the security interests in any and all assets of the Removed Borrowers, and excluding intellectual property and certain other assets and exemptions. The Lender also holds a security interest in the shares owned by the Company in the Company’s subsidiaries. The Loan and Security Agreement restricts the ability of the Company to: (a) convey, lease, sell, transfer or otherwise dispose of any part of Lenders' Security Interest and (b) incur any additional indebtedness. The Loan and Security Agreement provides for standard indemnification of Lender and contains representations, warranties and certain covenants of the Company. Upon the occurrence of an event of default by the Company under the Loan and Security Agreement, Lender will have customary acceleration, collection and foreclosure remedies. There are no financial covenants associated to the Loan and Security Agreement. As of December 31, 2016 , the Company was in compliance with all covenants under the Loan and Security Agreement. Estimated future principal payments due under the Loan and Security Agreement are as follows: Years Ending December 31, (in thousands) 2017 $ 3,126.5 2018 2,524.9 Total $ 5,651.4 During the years ended December 31, 2016 and 2015 , the Company recognized $1.7 million and $1.3 million of interest expense related to the Loan and Security Agreement. |
Redeemable Securities - Non-Con
Redeemable Securities - Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Redeemable Securities - Non-Controlling Interests | Redeemable Securities - Non-Controlling Interests Under the March 2016 Hitachi Transaction (see Note 3), Hitachi America may, at any time following the tenth anniversary of the March 2016 Hitachi Transaction closing date on March 11, 2016, have the right on one occasion to require Caladrius or PCT to purchase all or some of the equity securities in PCT then held by Hitachi Chemical ("Hitachi Put Right") for an amount equal to the lower of (i) the fair market value of the Hitachi equity holdings and (ii) the original purchase price paid of $19.4 million on March 11, 2016 for its 19.9% ownership interest, plus interest at a rate of 2.0% per annum compounded annually; provided, however , that if Hitachi Chemical ownership interests increases subsequent to its initial ownership interest, and it offers to sell its equity holdings in excess of 21% of PCT’s outstanding equity securities, then the Company shall be required to purchase all such equity holdings of Hitachi Chemical but in no event shall the aggregate purchase price of such Hitachi Chemical equity holdings exceed $20.5 million plus interest at the rate of 2.0% per annum compounded annually. Since Hitachi Chemical has the right to deliver the equity interests in PCT it holds in exchange for cash from Caladrius or PCT, the initial $19.4 million value of the non-controlling interest is considered redeemable equity, requiring it to be treated as mezzanine equity. Redeemable non-controlling interest is required to be initially measured at the initial carrying amount. If the non-controlling interest is not currently redeemable and also not probable of becoming redeemable (e.g., it is not probable a contingency that triggers redemption will be met), the non-controlling interest should be classified in mezzanine equity. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Shareholders’ Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Reverse Stock Split On July 28, 2016, the Company implemented the Reverse Stock Split, as authorized at the annual meeting of stockholders on June 22, 2016 and unanimously approved by the Company’s board of directors on July 22, 2016. The Reverse Stock Split became effective on July 27, 2016 at 5:00pm and the common stock of the Company began trading on The NASDAQ Capital Market on a post-split basis at the open of business on July 28, 2016. As of July 28, 2016, every ten shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.001 . All share and per share amounts of common stock, options and warrants in the accompanying financial statements have been restated for all periods presented to give retroactive effect to the Reverse Stock Split. Accordingly, the consolidated statements of equity reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “Additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split. Equity Plans The Company's 2015 Equity Compensation Plan (the "2015 Equity Plan") was adopted by the stockholders of the Company on July 14, 2015, with 440,000 shares initially reserved for future awards under the 2015 Equity Plan (as adjusted in the manner described below, the “Share Reserve”). These shares will be available for issuance pursuant to non-qualified stock options, incentive stock options , stock appreciation rights, restricted stock, restricted stock units, unrestricted shares, deferred share units, or other kinds of equity based compensation awards. Concurrent with the adoption of the 2015 Equity Plan, no future awards will occur under the 2009 Amended and Restated Equity Compensation Plan (the “2009 Plan”). The 2015 Equity Plan’s initial reserve of shares will automatically increase for 10 years , on each January 1 st beginning with 2016, by a number of shares equal to the lesser of (i) four percent ( 4% ) of the total number of our shares outstanding on December 31 st of the preceding calendar year, (ii) such lesser number as the 2015 Plan’s administrator may earlier designate in writing, and (iii) 17,600 shares, which equals four percent ( 4% ) of the initial reserve of 440,000 shares. In addition, the Share Reserve will include shares that are currently subject to awards under our 2009 Equity Plan but that are not issued due to their forfeiture, cancellation, or other settlement. The 2009 Equity Plan was originally adopted by the stockholders of the Company on May 8, 2009. On October 29, 2009, the stockholders of the Company approved an amendment to the 2009 Equity Plan to increase the number of shares of common stock available for issuance thereunder from 38,000 to 97,500 . At the 2010 Annual Meeting of Stockholders of the Company held on June 2, 2010, the stockholders approved an amendment to increase this number to 137,500 . At a Special Meeting of Stockholders of the Company held on January 18, 2011, the stockholders approved an amendment to increase this number to 177,500 . At the 2011 Annual Meeting of Stockholders of the Company held on October 14, 2011, the stockholders approved an amendment to increase this number to 237,500 . At the 2012 Annual Meeting of Stockholders of the Company held on October 5, 2012, the stockholders approved an amendment to (i) merge the 57,000 shares reserved for issuance under the Company's 2009 Non-U.S. Based Equity Compensation Plan (the "Non-U.S. Plan") with and into the 2009 Equity Plan, and (ii) increase by 45,000 the aggregate number of shares authorized for issuance under the 2009 Equity Plan (the “2009 Amended & Restated Equity Plan”). At the Company's 2013 Annual Meeting held October 3, 2013, the Company's stockholders approved an amendment to the 2009 Amended & Restated Equity Plan to increase the number of shares authorized for issuance to 599,500 . At the Company's 2014 Annual Meeting held October 6, 2014, the Company's stockholders approved an amendment to the 2009 Amended & Restated Equity Plan to increase the number of shares authorized for issuance to 899,500 . The Company's 2003 Equity Participation Plan (the “2003 Equity Plan”) expired in 2013 and accordingly, equity awards under the 2003 Equity Plan can no longer be issued. The Company's 2009 Equity Compensation Plan (the “2009 Equity Plan”) makes up to 899,500 shares of common stock of the Company (as of December 31, 2016 ) available for issuance to employees, consultants, advisors and directors of the Company and its subsidiaries pursuant to incentive or non-statutory stock options, restricted and unrestricted stock awards and stock appreciation rights. All stock options under the 2003 Equity Plan and 2009 Equity Plan were granted and the 2015 Equity Plan are granted at the fair market value of the common stock at the grant date. Stock options vest either on the date of grant, ratably over a period determined at time of grant, or upon the accomplishment of specified business milestones, and generally expire 2, 3, or 10 years from the grant date depending on the status of the recipient as a consultant, employee or director of the Company. The number of remaining shares authorized to be issued under the various equity plans are as follows as of December 31, 2016 : 2003 Equity Plan 2009 Equity Plan 2015 Equity Plan Shares Authorized for Issuance 25,000 899,500 440,000 Evergreen increase of shares — — 226,932 Outstanding Stock Options (9,524 ) (460,156 ) (484,010 ) Exercised Stock Options (925 ) (8,093 ) — Restricted stock or equity grants issued under Equity Plans (8,922 ) (156,467 ) (125,715 ) Shares Expired (5,629 ) (274,784 ) — Total common shares remaining to be issued under the Equity Plans — — 57,207 The Company adopted an employee stock purchase plan effective January 1, 2013, and authorized 50,000 shares under the plan. The plan has two six -month offering periods per year under which eligible employees may contribute up to 15% of their compensation toward the purchase of the Company's common stock per offering period (with a $25,000 cap per calendar year). The employee's purchase price is equal to (i) 85% of the closing price of a share of the Company's common stock on the enrollment date of such offering period or (ii) 85% of the closing price of a share of the Company's common stock on the Exercise Date of such Offering Period, whichever is lower. During the year ended December 31, 2016 , 25,535 shares were issued under the employee stock purchase plan. At December 31, 2016 , the Company had 4,454 shares of the Company's common stock available for future grant in connection with this plan. Equity Issuances March 2016 Private Placement On March 10, 2016, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company issued and sold in a private placement an aggregate of 141,844 shares of common stock and two-year warrants to purchase up to an aggregate of 141,844 shares of the Company's common stock, at an exercise price of $10.00 per share. The unit purchase price for a share of the Company's common stock and warrant to purchase one share of the Company's common stock was $7.05 per unit, with $1.0 million of gross proceeds received by the Company. On April 8, 2016, the Company filed a registration statement on Form S-3 to register the shares of common stock and the shares of common stock issuable upon exercise of the warrants acquired in the private placement, which registration statement became effective on June 7, 2016. September 2016 Registered Direct Offering and Concurrent Private Placement On September 14, 2016, the Company entered into a securities purchase agreement (the “RD Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Company issued and sold to the Purchaser, in a registered direct offering, an aggregate of 847,458 shares of the Company’s common stock at a purchase price of $4.72 per share. The gross proceeds to the Company from the registered direct offering of the shares of common stock were $4.0 million . In concurrent private placements, on September 14, 2016, the Company entered into Securities Purchase Agreements (each a “Private Placement Purchase Agreement” and, collectively, the “Private Placement Purchase Agreements”) with certain accredited investors (the “Investors”) with whom it had a substantive, pre-existing relationship, including certain existing stockholders, for the sale by the Company of an aggregate of 4,449,153 shares of common stock, at a purchase price of $4.72 per share. The investments will be placed in two tranches: (i) $12.6 million upon an initial closing (the “Initial Closing”), and (ii) $8.4 million , subject to certain conditions, including the enrollment of 70 subjects in the Company’s Phase 2 CLBS03 clinical trial, in a second closing (the “Second Closing”). As of December 31, 2016, $6.6 million of the Initial Closing tranche was received, and 1,398,305 shares of common stock had been issued. As of December 31, 2016, the remaining $6.0 million of the Initial Closing tranche had not been received from a single investor, who was in breach of his obligations under the Private Placement Purchase Agreement. This investor had also committed to fund $4.0 million in the Second Closing. It is doubtful that any funds will be received from this investor, or whether we would agree to accept those funds on the original terms if offered. Aspire Purchase Agreements In November 2015, the Company entered into a common stock purchase agreement (the "Purchase Agreement") with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provides that, subject to certain terms and conditions and Nasdaq rules, Aspire Capital is committed to purchase up to an aggregate of $30 million of shares (limited to a maximum of approximately 1.1 million shares, unless stockholder approval is obtained or certain minimum sale price levels are reached) of the Company's common stock over a 24 -month term. As of December 31, 2016 , the Company has issued 109,270 shares of common stock under the Purchase Agreement with Aspire for gross proceeds of $0.3 million . Under the Purchase Agreement, at the Company’s discretion, it may present Aspire Capital with purchase notices from time to time to purchase the Company’s common stock, provided certain price, trading volume and conditions, including NASDAQ's trading requirements, are met. The purchase price for the shares of common stock is based upon one of two formulas set forth in the Purchase Agreement depending on the type of purchase notice the Company submits to Aspire Capital, and is based on market prices of the Company’s common stock (in the case of regular purchases) or a discount of 5% applied to volume weighted average prices (in the case of VWAP purchases), in each case as determined by parameters defined in the Purchase Agreements. We have filed a registration statement with the SEC and a related prospectus supplement that covers the offering of shares of our common stock subject to the Purchase Agreement, and therefore can initiate sales to Aspire Capital at any time, subject to the limitation discussed above. We are party to one other existing agreement with Aspire Capital (the "May 2015 Purchase Agreement"). The registration statement we previously filed with the SEC to cover offerings of shares of our common stock subject to the May 2015 Purchase Agreements has expired, and we have not, and currently have no intention to include such shares in a registration statement filed with the SEC. Unless and until we include such shares in a registration statement filed with the SEC, we are unable to initiate sales to Aspire under the May 2015 Purchase Agreements. Under the May 2015 Purchase Agreement, Aspire Capital is committed to purchase up to an aggregate of $30 million of shares. As consideration for entering into the May 2015 Purchase Agreement, the Company issued 36,484 shares of its common stock to Aspire Capital. The Company has not issued any additional shares under the May 2015 Purchase Agreement. Stock Options and Warrants The following table summarizes the activity for stock options and warrants for the year ended December 31, 2016 , as adjusted for the Reverse Stock Split: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2015 666,348 $ 64.60 6.88 $ 0.1 321,404 $ 137.20 1.26 $ — Changes during the Year: Granted 464,815 $ 5.30 171,845 $ 9.30 Exercised — $ — — $ — Forfeited (70,513 ) $ 32.70 251 $ 700.00 Expired (107,860 ) $ 48.30 (105,438 ) $ 152.70 Outstanding at December 31, 2016 952,790 $ 39.90 7.60 $ — 388,062 $ 76.50 1.24 $ — Vested at December 31, 2016 or expected to vest in the future 938,889 $ 40.3 7.58 $ — 388,062 $ 76.50 1.24 $ — Exercisable at December 31, 2016 769,224 $ 46.2 7.27 $ — 388,062 $ 76.50 1.24 $ — There were no options exercised during the years ended December 31, 2016 and December 31, 2015 . During the years ended December 31, 2016 and 2015 , the Company did not issue warrants for services. Restricted Stock During the years ended December 31, 2016 and 2015 , the Company issued restricted stock for services as follows ($ in thousands, except share data): 2016 2015 Number of Restricted Stock Issued 126,849 92,800 Value of Restricted Stock Issued $ 698.1 $ 2,488.6 The weighted average estimated fair value of restricted stock issued for services in the years ended December 31, 2016 and 2015 was $ 5.50 and $26.82 per share, respectively. The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock issuances are generally within one year. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-based Compensation We utilize share-based compensation in the form of stock options and restricted stock. The following table summarizes the components of share-based compensation expense for the years ended December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 2015 Cost of revenues $ 333.7 $ 545.3 Research and development 339.1 1,811.5 Selling, general and administrative 1,931.6 7,393.3 Total share-based compensation expense $ 2,604.4 $ 9,750.1 Total compensation cost related to nonvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2016 were as follows ($ in thousands): Stock Options Restricted Stock Unrecognized compensation cost $ 1,245.5 $ 382.3 Expected weighted-average period in years of compensation cost to be recognized 1.80 1.76 Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2016 and 2015 were as follows ($ in thousands): Stock Options Year Ended December 31, 2016 2015 Total fair value of shares vested $ 2,359.8 $ 6,133.0 Weighted average estimated fair value of shares granted 3.23 19.50 Valuation Assumptions The fair value of stock options at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The range of assumptions made in calculating the fair values of stock options was as follow: Stock Options Year Ended December 31, 2016 2015 Expected term - minimum (in years) 5 2 Expected term - maximum (in years) 10 10 Expected volatility - minimum 73% 71% Expected volatility - maximum 76% 75% Weighted Average volatility 72% 74% Expected dividend yield — — Risk-free interest rate - minimum 1.70% 1.19% Risk-free interest rate - maximum 2.19% 2.14% |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands): Years Ended December 31, 2016 2015 United States $ (33,171.5 ) $ (98,254.0 ) $ (33,171.5 ) $ (98,254.0 ) The provision (benefit) for income taxes was as follows ($ in thousands): Years Ended December 31, 2016 2015 Current U.S. Federal $ — $ — State and local — — $ — $ — Deferred U.S. Federal $ 109.4 $ (14,695.5 ) State and local 28.6 (2,548.0 ) $ 138.0 $ (17,243.5 ) Total U.S. Federal $ 109.4 $ (14,695.5 ) State and local 28.6 (2,548.0 ) $ 138.0 $ (17,243.5 ) The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 34% to income before income taxes as a result of the following ($ in thousands): Years Ended December 31, 2016 2015 U.S. Federal benefit at statutory rate $ (11,278.3 ) $ (33,406.4 ) State and local benefit net of U.S. federal tax 2,702.5 (4,926.9 ) Permanent non deductible expenses for U.S. taxes 80.2 706.4 True-up of prior year net operating loss (2,371.6 ) (556.5 ) Effect of change in deferred tax rate (44.3 ) 1.3 Valuation allowance for deferred tax assets 11,049.5 20,938.6 Tax provision $ 138.0 $ (17,243.5 ) Deferred income taxes at December 31, 2016 and 2015 consist of the following ($ in thousands): December 31, 2016 2015 Deferred Tax Assets: Accumulated net operating losses (tax effected) $ 91,455.7 $ 86,537.8 Deferred revenue 1,846.8 — Deferred rent 314.6 11.1 Share-based compensation 13,747.3 12,764.3 Intangibles 897.8 899.7 Charitable contributions 424.2 423.3 Bad debt provision — 297.4 Partnership interest 3,857.7 — Capital loss carry-forward 6,988.1 6,973.0 Other 659.3 652.1 Deferred tax assets prior to tax credit carryovers 120,191.5 108,558.7 Deferred Tax Liabilities: Accumulated depreciation $ (649.4 ) $ (66.0 ) Intangible and indefinite lived assets (1,070.7 ) (932.7 ) Deferred tax liabilities (1,720.1 ) (998.7 ) 118,471.4 107,560.0 Valuation reserve (119,542.1 ) (108,492.7 ) Net deferred tax liability $ (1,070.7 ) $ (932.7 ) In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. As of December 31, 2016 and 2015 , the Company had approximately $232.7 million and $221.5 million , respectively of Federal NOLs available to offset future taxable income expiring from 2027 through 2036. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s NOLs could be limited in the event of a change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. If a change of ownership did occur there would be an annual limitation on the usage of the Company’s losses which are available through 2036. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with certain tax positions as a component of income tax expense. As of December 31, 2016 , management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. The Company completed the audit of its federal tax returns for the years 2012 and 2013 during the fourth quarter of 2016. The audit resulted in an adjustment to the Company’s NOL carryforward. For years prior to 2014 the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing. The Company ceased doing business in China in 2012. After 2012, the Company had no foreign tax filing obligations. The foreign returns filed for 2012 and prior are subject to examination for five years. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information In connection with the contemplated sale of the remaining interest in PCT to Hitachi Chemical, we reorganized our financial reporting into two distinct reportable operating segments. • The R&D Segment which develops early-stage cellular therapeutic candidates to treat certain diseases with the intention of partnering these candidates post proof-of-concept in humans. • The PCT Segment which provides development and manufacturing services to the cell and cell-based gene therapy industry. Each operating segment is individually reviewed and evaluated by our Chief Operating Decision Maker (CODM), who allocates resources and assesses performance of each segment individually. The CODM evaluates segment performance primarily based on loss from operations. The Company's Chief Executive Officer has been identified as the CODM. The following table shows, by segment: net revenue, cost of sales, operating profit, depreciation and amortization, interest expense, income tax benefit (expense), and assets for the years ended December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 Year Ended December 31, 2015 R&D Segment PCT Segment Total R&D Segment PCT Segment Total Net revenues $ 14.0 $ 35,269.8 $ 35,283.9 $ 154.4 $ 22,333.1 $ 22,487.6 Cost of revenues — 31,136.1 31,136.1 — 20,158.8 20,158.8 Operating loss (29,502.0 ) (1,833.8 ) (31,335.8 ) (112,181.1 ) (1,668.1 ) (113,849.2 ) Depreciation and amortization 450.3 2,293.4 2,743.6 496.8 2,190.0 2,686.8 Interest expense 1,779.7 78.0 1,857.7 1,945.2 183.2 2,128.4 Provision (benefit) for income taxes — 138.0 138.0 (17,430.1 ) 186.5 (17,243.5 ) Total assets $ 11,403.6 $ 40,429.3 $ 51,832.8 $ 23,635.0 $ 33,570.3 $ 57,205.3 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments We lease facilities under various operating lease agreements in Basking Ridge, NJ, New York, NY, Irvine, CA, and Mountain View, CA, of which certain have escalation clauses and renewal options. We also lease equipment under certain noncancelable operating leases. Our leases expire from time to time through 2021. A summary of future minimum rental payments required under operating leases that have initial or remaining terms in excess of one year as of December 31, 2016 are as follows (in thousands): Years ended Operating Leases 2017 2,216.3 2018 1,723.5 2019 1,332.7 2020 792.1 2020 and thereafter 168.1 Total minimum lease payments $ 6,232.7 Expense incurred under operating leases were approximately $2.1 million and $1.7 million for the years ended December 31, 2016 and 2015 , respectively. Contingencies We have entered into a strategic collaboration with Sanford Research with the goal of developing a therapy for the treatment of T1D. The initial focus of the collaboration will be the execution of a prospective, randomized, placebo-controlled, double-blind clinical trial (The Sanford Project: T-Rex Study) to evaluate the safety and efficacy of the Company’s T regulatory cell product candidate, CLBS03, in adolescents with recent onset T1D. The Phase 2 study has an open and active IND in place and subject enrollment commenced in the first quarter of 2016. We were initially responsible for the supply of all study drug to the first 19 enrolled patients while Sanford assumed all patient and clinical site costs for subjects enrolled in their two centers as well as the expense associated with general clinical monitoring services. For the remaining 92 patients in the study, we will continue to be responsible for the supply of all study drug and the costs of study enrollment for sites outside of the Sanford centers. Under license agreements with third parties the Company is typically required to pay maintenance fees, make milestone payments and/or pay other fees and expenses and pay royalties upon commercialization of products. The Company also sponsors research at various academic institutions, which research agreements generally provide us with an option to license new technology discovered during the course of the sponsored research. Under the Hitachi Transaction, Hitachi may require the Company to purchase all of its ownership in PCT if a Change of Control has occurred (as defined in the Amended and Restated Operating Agreement of PCT), and if such Change of Control can reasonably be expected to have a material adverse effect on PCT’s ability to conduct its business in the ordinary course consistent with its past practice and its then current annual budget, at a price to be agreed upon by mutual agreement, provided, however, if mutual agreement is not obtained, the price will be determined by independent valuation firms. From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events March 2017 Hitachi Transaction Hitachi Chemical purchased a 19.9% membership interest in PCT on March 11, 2016 (see Note 3). On March 16, 2017 , Caladrius entered into the Purchase Agreement, by and among Caladrius, PCT and Hitachi America, pursuant to which Hitachi America has agreed to acquire the 80.1% membership interest in PCT that it does not already own from Caladrius for $75.0 million in cash, subject to potential adjustment, based on PCT’s cash and outstanding indebtedness as of the closing of the Sale, and a potential future milestone payment. Pursuant to the terms of the Purchase Agreement, at the Effective Date, Hitachi America will pay Caladrius $5.0 million Initial Payment. At the Closing, an additional $5.0 million of the Purchase Price will be deposited into an escrow account to cover potential indemnification claims of Hitachi America, if any. The Closing is subject to customary closing conditions, including approval of Caladrius’ stockholders, and is expected to occur during the second quarter of 2017. As part of the Purchase Price, Hitachi will pay Caladrius the $5.0 million Milestone Payment if PCT achieves $125.0 million in Cumulative Revenue (excluding clinical service reimbursables) for the period from January 1, 2017 through December 31, 2018 . For purposes of the Milestone, “Cumulative Revenue” will be calculated based on PCT’s revenue from all customers (including Caladrius and its subsidiaries) in accordance with the financial accounting and reporting standards set forth in the statements and pronouncements of the FASB, consistently applied. Generally, in the event of a Change in Control of Caladrius (as defined in the 2009 Plan and the 2015 Equity Plan, and, together with the 2009 Plan, the “Equity Compensation Plans”), (a) all outstanding options and stock appreciation rights of each participant granted prior to the change in control shall be fully vested and immediately exercisable in their entirety, and (b) all unvested stock awards, restricted stock units, restricted stock, performance-based awards, and other awards shall become fully vested, including without limitation, the following: (i) the restrictions to which any shares of restricted stock granted prior to the change in control are subject shall lapse as if the applicable restriction period had ended upon such change in control, and (ii) the conditions required for vesting of any unvested performance-based awards shall be deemed to be satisfied upon such change in control. The approval of the Sale by our stockholders will result in a Change in Control under our Equity Compensation Plans. Accordingly, all outstanding unvested equity awards will be accelerated if the Sale is approved by our stockholders. Retention Agreement with Robert A. Preti in Connection with the Sale On March 16, 2017 , Caladrius entered into a Retention and Incentive Agreement with Robert A. Preti, a former Caladrius director and a co-founder and the President of PCT, (the “Retention Agreement”). The Retention Agreement supersedes all prior agreements and understandings between Dr. Preti and Caladrius regarding the subject matter of the Retention Agreement. Among other things, the Retention Agreement provides for: • Simultaneously with the Closing, Caladrius will pay to Dr. Preti $1.375 million (the “First Retention Payment”). • As an incentive to remain employed with PCT and to use commercially reasonable efforts to cause PCT to maximize its overall performance and in particular to achieve the Milestone (but not contingent upon achieving the Milestone), Dr. Preti will receive a lump-sum cash retention and incentive payment equal to $1.375 million for the period from Closing until the date one year after the date of the Closing (the “Anniversary Date”), subject to Dr. Preti’s continued employment with PCT through the Anniversary Date (the “Second Retention Payment”). • Dr. Preti will be entitled to 5% of the Milestone Payment if it is successfully earned. All payments are contingent on Closing of the Sale. California Institute of Regenerative Medicine Grant Award On February 23, 2017, the California Institute for Regenerative Medicine ("CIRM") awarded us funds of up to $12.2 million to support the T-Rex Study. The total $12.2 million amount will become payable upon the achievement of certain milestones which are still under negotiation. We expect to receive $ 5.7 million in initial funding on April 1, 2017. CLBS03 has been granted Fast Track and orphan drug designations from the FDA as well as Advanced Therapeutic Medicinal Product ("ATMP") classification from the European Medicines Agency ("EMA"). |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased. |
Concentration of Risk | Concentration of Risks We are subject to credit risk from our portfolio of cash and cash equivalents and marketable securities. Under our investment policy, we limit amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of our investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after-tax rate of return. We are also subject to credit risk from our accounts receivable related to our services. The majority of our trade accounts receivable arises from services in the United States. |
Marketable Securities | Marketable Securities The Company determines the appropriate classification of our marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of our marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. We regularly review all of our investments for other-than-temporary declines in fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in fair value of an investment is below our accounting basis and this decline is other-than-temporary, we reduce the carrying value of the security we hold and record a loss for the amount of such decline. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company applies judgment in connection with establishing the allowance for doubtful accounts. Specifically, the Company analyzes the aging of accounts receivable balances, historical bad debts, customer concentration and credit-worthiness, current economic trends and changes in the Company’s customer payment terms. Significant changes in customer concentrations or payment terms, deterioration of customer credit-worthiness or weakening economic trends could have a significant impact on the collectability of the receivables and the Company’s operating results. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Management regularly reviews the aging of receivables and changes in payment trends by its customers, and records a reserve when it believes collection of amounts due are at risk. |
Deferred Costs | Deferred Costs The Company, through its PCT subsidiary, regularly enters into contracts with clients for services that have multiple stages and are dependent on one another to complete the contract and recognize revenue. The Company's deferred costs represents work in process for costs incurred on such projects at PCT that have not been completed. The Company reviews these projects periodically to determine that the value of each project is stated at the lower of cost or market. |
Property, Plant and Equipment | The cost of property, plant and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property, plant and equipment are as follows: Building and improvements 25-30 years Machinery and equipment 8-12 years Lab equipment 5-7 years Furniture and fixtures 5-12 years Software 3-5 years Leasehold improvements Life of lease |
Goodwill and Indefinite-Lived and Definite-lived Intangible Assets | Goodwill Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. Intangible assets with indefinite useful lives are measured at their respective fair values as of the acquisition date. The Company does not amortize goodwill and intangible assets with indefinite useful lives. The Company reviews goodwill at least annually, or at the time a triggering event is identified for possible impairment. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company tests its goodwill each year on December 31. The Company reviews the carrying value of goodwill utilizing an income approach model, and, where appropriate, a market value approach is also utilized to supplement the discounted cash flow model. The Company makes assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values to determine each reporting unit’s estimated fair value. If these estimates or related assumptions change in the future, the Company may be required to record impairment charges. In accordance with its accounting policy, the Company tested goodwill as of December 31, 2016 and concluded there was no goodwill impairment. As of December 31, 2015, the Company determined that goodwill valued at $18.2 million was impaired (see Note 9). Long-lived Assets Long-lived assets consist of customer lists, manufacturing technology, tradenames, patents and rights, as well as property, plant and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments in 2016 and 2015 . |
Share-based Compensation | Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. |
Loss Per Share | Loss Per Share Basic loss per share is based on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share, which is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive in all periods presented due to losses incurred. |
Income Taxes | Income Taxes The Company recognizes (a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company continues to evaluate the accounting for uncertainty in tax positions at the end of each reporting period. The guidance requires companies to recognize in their financial statements the impact of a tax position if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The position ascertained inherently requires judgment and estimates by management. The Company recognizes interest and penalties as a component of income tax expense. |
Treasury Stock | Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital. |
Revenue Recognition | Revenue Recognition Clinical Services: The Company recognizes revenue for its (i) process development and (ii) clinical manufacturing services based on the terms of individual contracts. We recognize revenues when all of the following conditions are met: • persuasive evidence of an arrangement exists; • delivery has occurred or the services have been rendered; • the fee is fixed or determinable; and • collectability is probable. The Company considers signed contracts as evidence of an arrangement. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the payment terms are subject to refund or adjustment. The Company assesses cash collectability based on a number of factors, including past collection history with the client and the client's creditworthiness. If the Company determines that collectability is not reasonably assured, it defers revenue recognition until collectability becomes reasonably assured, which is generally upon receipt of the cash. The Company's arrangements are generally non-cancellable, though clients typically have the right to terminate their agreement for cause if the Company materially fails to perform. Revenues associated with process development services generally contain multiple stages that do not have stand-alone values and are dependent upon one another, and are recognized as revenue on a completed contract basis. Progress billings collected prior to contract completion are recorded as unearned revenue until such time the contract is completed, which usually requires formal client acceptance. Clinical manufacturing services are generally distinct arrangements whereby the Company is paid for time and materials or for fixed monthly amounts. Revenue is recognized when efforts are expended or contractual terms have been met. Some client agreements include multiple elements, comprised of cell process development and cell manufacturing services. The Company believes that process development and clinical manufacturing services each have stand-alone value because these services can be provided separately by other companies. In accordance with ASC Update No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements,” the Company (1) separates deliverables into separate units of accounting when deliverables are sold in a bundled arrangement and (2) allocates the arrangement's consideration to each unit in the arrangement based on its relative selling price. Clinical Services Reimbursements: The Company separately charges the customers for the expenses associated with certain consumable resources (reimbursable expenses) that are specified in each clinical services contract. On a monthly basis, the Company bills customers for reimbursable expenses and immediately recognizes these billings as revenue, as the revenue is deemed earned as reimbursable expenses are incurred. For the years ended December 31, 2016 and 2015 , clinical services reimbursements were $6.4 million and $3.4 million , respectively. Processing and Storage Services: The Company recognizes revenue related to the collection and cryopreservation of cord blood and autologous adult stem cells when the cryopreservation process is completed which is approximately twenty-four hours after cells have been collected. Revenue related to advance payments of storage fees is recognized ratably over the period covered by the advance payments. License Fees: PCT and Hitachi also entered into an exclusive license agreement for Asia pursuant to which PCT received $5.6 million from Hitachi in 2016. PCT licensed to Hitachi certain cell therapy technology and know-how (including an exclusive license to use the PCT brand in Asia) and agreed to provide Hitachi with certain training and support. As additional consideration, Hitachi will pay PCT royalties on contract revenue generated in Asia for a minimum of 10 years. The initial term of the Hitachi License Agreement is 10 years and may be automatically extended for successive additional two year terms. The Company recognizes the payments as revenue on a straight-line basis over the initial 10 -year term. For the year ended December 31, 2016 , the Company recognized $0.5 million of license fee revenue. As of December 31, 2016 , $0.6 million of Hitachi license fees were included in unearned revenue, and $4.6 million was included in unearned revenue - long-term. |
Research and Development Costs | Research and Development Costs Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred. To further drive the Company’s cell therapy initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned. |
New Accounting Pronouncement | New Accounting Pronouncement In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASU 2014-09 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning January 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet selected the transition method. The Company anticipates assigning internal resources to assist with the evaluation and implementation of the new standard, and will continue to provide updates during 2017. In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements - Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the provisions in this ASU should be followed to determine whether to disclose information about the relevant conditions and events. The ASU was effective for us as of December 31, 2016. In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and was effective for us beginning in our first quarter of 2016. The adoption of this standard did not have a material impact on our financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740). The ASU improves on the classification of deferred taxes on the balance sheet by eliminating the current requirement. The current requirement presents deferred tax liabilities and assets as current and noncurrent in a classified balance sheet or statement of financial position. Under the ASU, organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, these amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of this standard did not have a material impact on our financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases" (ASU 2016-02). ASU 2016-02 provides accounting guidance for both lessee and lessor accounting models. Among other things, lessees will recognize a right-of-use asset and a lease liability for leases with a duration of greater than one year. For income statement purposes, ASU 2016-02 will require leases to be classified as either operating or finance. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The new standard will be effective for us on January 1, 2019 and will be adopted using a modified retrospective approach which will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. |
The Business (Tables)
The Business (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
The Business [Abstract] | |
Subsidiary | The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and partially owned subsidiaries and affiliates as listed below. All intercompany activities have been eliminated in consolidation. Entity Percentage of Ownership Location Caladrius Biosciences, Inc. 100% United States of America Amorcyte, LLC 100% United States of America PCT, LLC, a Caladrius Company (1) 80.1% United States of America NeoStem Family Storage, LLC (1) 80.1% United States of America PCT Allendale, LLC (1) 80.1% United States of America Athelos Corporation (2) 98.4% United States of America NeoStem Oncology, LLC 100% United States of America (1) As of December 31, 2016 , Hitachi America's ownership interest was 19.9% (2) As of December 31, 2016 , Becton Dickinson's ownership interest in Athelos Corporation was 1.6% . |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Building and improvements 25-30 years Machinery and equipment 8-12 years Lab equipment 5-7 years Furniture and fixtures 5-12 years Software 3-5 years Leasehold improvements Life of lease Property, plant, and equipment consisted of the following (in thousands): December 31, 2016 2015 Building and improvements $ 12,968.4 $ 11,478.6 Machinery and equipment 68.3 68.3 Lab equipment 8,045.5 7,461.2 Furniture and fixtures 2,288.8 2,320.9 Software 442.1 445.7 Leasehold improvements 1,753.8 2,831.5 Property, plant and equipment, gross 25,566.9 24,606.2 Accumulated depreciation (8,417.8 ) (7,541.4 ) Property, plant and equipment, net $ 17,149.1 $ 17,064.8 |
Available-for-Sale-Securities (
Available-for-Sale-Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Available-for-sale Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | The following table is a summary of available-for-sale securities recorded in cash and cash equivalents in our Consolidated Balance Sheets (in thousands): December 31, 2016 December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Certificate of deposits $ — $ — $ — $ — $ 249.0 $ — $ — $ 249.0 Corporate debt securities — — — — 1,047.2 — — 1,047.2 Money market funds 4,426.8 — — 4,426.8 837.7 — — 837.7 Municipal debt securities — — — — 4,740.9 0.8 — 4,741.7 Total $ 4,426.8 $ — $ — $ 4,426.8 $ 6,874.8 $ 0.8 $ — $ 6,875.6 |
Marketable Securities [Table Text Block] | Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on our Consolidated Balance Sheets (in thousands): December 31, 2016 December 31, 2015 Cash and cash equivalents $ 4,426.8 $ 6,875.6 Marketable securities — — Total $ 4,426.8 $ 6,875.6 |
Investments Classified by Contractual Maturity Date [Table Text Block] | The following table summarizes our portfolio of available-for-sale debt securities by contractual maturity (in thousands): December 31, 2016 Amortized Cost Estimated Fair Value Less than one year $ 4,426.8 $ 4,426.8 Greater than one year — — Total $ 4,426.8 $ 4,426.8 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Building and improvements 25-30 years Machinery and equipment 8-12 years Lab equipment 5-7 years Furniture and fixtures 5-12 years Software 3-5 years Leasehold improvements Life of lease Property, plant, and equipment consisted of the following (in thousands): December 31, 2016 2015 Building and improvements $ 12,968.4 $ 11,478.6 Machinery and equipment 68.3 68.3 Lab equipment 8,045.5 7,461.2 Furniture and fixtures 2,288.8 2,320.9 Software 442.1 445.7 Leasehold improvements 1,753.8 2,831.5 Property, plant and equipment, gross 25,566.9 24,606.2 Accumulated depreciation (8,417.8 ) (7,541.4 ) Property, plant and equipment, net $ 17,149.1 $ 17,064.8 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Loss Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Loss Per Share | At December 31, 2016 and 2015 the Company excluded the following potentially dilutive securities: December 31, 2016 2015 Stock Options 953,690 666,327 Warrants 388,062 321,403 Restricted Shares 126,849 20,278 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill | . |
Schedule of Finite-Lived Intangible Assets by Major Class | s of December 31, 2016 and December 31, 2015 consisted of the following (in thousands): December 31, 2016 December 31, 2015 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list 10 years $ 1,000.0 $ (595.1 ) $ 404.9 $ 1,000.0 $ (495.1 ) $ 504.9 Manufacturing technology 10 years 3,900.0 (2,320.9 ) 1,579.1 3,900.0 (1,930.9 ) 1,969.1 Tradename 10 years 800.0 (476.1 ) 323.9 800.0 (396.1 ) 403.9 Total Intangible Assets $ 5,700.0 $ (3,392.1 ) $ 2,307.9 $ 5,700.0 $ (2,822.1 ) $ 2,877.9 |
Schedule of Amortization Expense | Total intangible amortization expense was classified in the operating expense categories for the periods included below as follows (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 314.2 $ 316.8 Research and development 75.8 108.4 Selling, general and administrative 180.0 180.0 Total $ 570.0 $ 605.2 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated intangible amortization expense on an annual basis for the succeeding five years is as follow (in thousands): 2017 $ 570.0 2018 570.0 2019 570.0 2020 570.0 2021 27.9 $ 2,307.9 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities were as follow (in thousands): December 31, 2016 2015 Salaries, employee benefits and related taxes $ 4,209.7 $ 2,771.2 Professional fees 224.5 480.7 Other 1,628.5 2,946.5 $ 6,062.7 $ 6,198.4 |
Debt Long term debt, maturities
Debt Long term debt, maturities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long-term Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Estimated future principal payments due under the Loan and Security Agreement are as follows: Years Ending December 31, (in thousands) 2017 $ 3,126.5 2018 2,524.9 Total $ 5,651.4 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Shareholders’ Equity [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The number of remaining shares authorized to be issued under the various equity plans are as follows as of December 31, 2016 : 2003 Equity Plan 2009 Equity Plan 2015 Equity Plan Shares Authorized for Issuance 25,000 899,500 440,000 Evergreen increase of shares — — 226,932 Outstanding Stock Options (9,524 ) (460,156 ) (484,010 ) Exercised Stock Options (925 ) (8,093 ) — Restricted stock or equity grants issued under Equity Plans (8,922 ) (156,467 ) (125,715 ) Shares Expired (5,629 ) (274,784 ) — Total common shares remaining to be issued under the Equity Plans — — 57,207 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the activity for stock options and warrants for the year ended December 31, 2016 , as adjusted for the Reverse Stock Split: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2015 666,348 $ 64.60 6.88 $ 0.1 321,404 $ 137.20 1.26 $ — Changes during the Year: Granted 464,815 $ 5.30 171,845 $ 9.30 Exercised — $ — — $ — Forfeited (70,513 ) $ 32.70 251 $ 700.00 Expired (107,860 ) $ 48.30 (105,438 ) $ 152.70 Outstanding at December 31, 2016 952,790 $ 39.90 7.60 $ — 388,062 $ 76.50 1.24 $ — Vested at December 31, 2016 or expected to vest in the future 938,889 $ 40.3 7.58 $ — 388,062 $ 76.50 1.24 $ — Exercisable at December 31, 2016 769,224 $ 46.2 7.27 $ — 388,062 $ 76.50 1.24 $ — The following table summarizes the components of share-based compensation expense for the years ended December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 2015 Cost of revenues $ 333.7 $ 545.3 Research and development 339.1 1,811.5 Selling, general and administrative 1,931.6 7,393.3 Total share-based compensation expense $ 2,604.4 $ 9,750.1 |
Restricted Stock | During the years ended December 31, 2016 and 2015 , the Company issued restricted stock for services as follows ($ in thousands, except share data): 2016 2015 Number of Restricted Stock Issued 126,849 92,800 Value of Restricted Stock Issued $ 698.1 $ 2,488.6 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the activity for stock options and warrants for the year ended December 31, 2016 , as adjusted for the Reverse Stock Split: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2015 666,348 $ 64.60 6.88 $ 0.1 321,404 $ 137.20 1.26 $ — Changes during the Year: Granted 464,815 $ 5.30 171,845 $ 9.30 Exercised — $ — — $ — Forfeited (70,513 ) $ 32.70 251 $ 700.00 Expired (107,860 ) $ 48.30 (105,438 ) $ 152.70 Outstanding at December 31, 2016 952,790 $ 39.90 7.60 $ — 388,062 $ 76.50 1.24 $ — Vested at December 31, 2016 or expected to vest in the future 938,889 $ 40.3 7.58 $ — 388,062 $ 76.50 1.24 $ — Exercisable at December 31, 2016 769,224 $ 46.2 7.27 $ — 388,062 $ 76.50 1.24 $ — The following table summarizes the components of share-based compensation expense for the years ended December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 2015 Cost of revenues $ 333.7 $ 545.3 Research and development 339.1 1,811.5 Selling, general and administrative 1,931.6 7,393.3 Total share-based compensation expense $ 2,604.4 $ 9,750.1 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Total compensation cost related to nonvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2016 were as follows ($ in thousands): Stock Options Restricted Stock Unrecognized compensation cost $ 1,245.5 $ 382.3 Expected weighted-average period in years of compensation cost to be recognized 1.80 1.76 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2016 and 2015 were as follows ($ in thousands): Stock Options Year Ended December 31, 2016 2015 Total fair value of shares vested $ 2,359.8 $ 6,133.0 Weighted average estimated fair value of shares granted 3.23 19.50 |
Schedule of Range of Fair Value of Stock Options and Warrants | The range of assumptions made in calculating the fair values of stock options was as follow: Stock Options Year Ended December 31, 2016 2015 Expected term - minimum (in years) 5 2 Expected term - maximum (in years) 10 10 Expected volatility - minimum 73% 71% Expected volatility - maximum 76% 75% Weighted Average volatility 72% 74% Expected dividend yield — — Risk-free interest rate - minimum 1.70% 1.19% Risk-free interest rate - maximum 2.19% 2.14% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands): Years Ended December 31, 2016 2015 United States $ (33,171.5 ) $ (98,254.0 ) $ (33,171.5 ) $ (98,254.0 ) |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes was as follows ($ in thousands): Years Ended December 31, 2016 2015 Current U.S. Federal $ — $ — State and local — — $ — $ — Deferred U.S. Federal $ 109.4 $ (14,695.5 ) State and local 28.6 (2,548.0 ) $ 138.0 $ (17,243.5 ) Total U.S. Federal $ 109.4 $ (14,695.5 ) State and local 28.6 (2,548.0 ) $ 138.0 $ (17,243.5 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 34% to income before income taxes as a result of the following ($ in thousands): Years Ended December 31, 2016 2015 U.S. Federal benefit at statutory rate $ (11,278.3 ) $ (33,406.4 ) State and local benefit net of U.S. federal tax 2,702.5 (4,926.9 ) Permanent non deductible expenses for U.S. taxes 80.2 706.4 True-up of prior year net operating loss (2,371.6 ) (556.5 ) Effect of change in deferred tax rate (44.3 ) 1.3 Valuation allowance for deferred tax assets 11,049.5 20,938.6 Tax provision $ 138.0 $ (17,243.5 ) |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes at December 31, 2016 and 2015 consist of the following ($ in thousands): December 31, 2016 2015 Deferred Tax Assets: Accumulated net operating losses (tax effected) $ 91,455.7 $ 86,537.8 Deferred revenue 1,846.8 — Deferred rent 314.6 11.1 Share-based compensation 13,747.3 12,764.3 Intangibles 897.8 899.7 Charitable contributions 424.2 423.3 Bad debt provision — 297.4 Partnership interest 3,857.7 — Capital loss carry-forward 6,988.1 6,973.0 Other 659.3 652.1 Deferred tax assets prior to tax credit carryovers 120,191.5 108,558.7 Deferred Tax Liabilities: Accumulated depreciation $ (649.4 ) $ (66.0 ) Intangible and indefinite lived assets (1,070.7 ) (932.7 ) Deferred tax liabilities (1,720.1 ) (998.7 ) 118,471.4 107,560.0 Valuation reserve (119,542.1 ) (108,492.7 ) Net deferred tax liability $ (1,070.7 ) $ (932.7 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table shows, by segment: net revenue, cost of sales, operating profit, depreciation and amortization, interest expense, income tax benefit (expense), and assets for the years ended December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 Year Ended December 31, 2015 R&D Segment PCT Segment Total R&D Segment PCT Segment Total Net revenues $ 14.0 $ 35,269.8 $ 35,283.9 $ 154.4 $ 22,333.1 $ 22,487.6 Cost of revenues — 31,136.1 31,136.1 — 20,158.8 20,158.8 Operating loss (29,502.0 ) (1,833.8 ) (31,335.8 ) (112,181.1 ) (1,668.1 ) (113,849.2 ) Depreciation and amortization 450.3 2,293.4 2,743.6 496.8 2,190.0 2,686.8 Interest expense 1,779.7 78.0 1,857.7 1,945.2 183.2 2,128.4 Provision (benefit) for income taxes — 138.0 138.0 (17,430.1 ) 186.5 (17,243.5 ) Total assets $ 11,403.6 $ 40,429.3 $ 51,832.8 $ 23,635.0 $ 33,570.3 $ 57,205.3 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | A summary of future minimum rental payments required under operating leases that have initial or remaining terms in excess of one year as of December 31, 2016 are as follows (in thousands): Years ended Operating Leases 2017 2,216.3 2018 1,723.5 2019 1,332.7 2020 792.1 2020 and thereafter 168.1 Total minimum lease payments $ 6,232.7 |
The Business - CLBS03 (Details)
The Business - CLBS03 (Details) $ in Millions | Feb. 23, 2017USD ($) | Dec. 31, 2016cohort | Mar. 16, 2017 | Mar. 11, 2016 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Subsidiary, Ownership Interest by Parent | 80.10% | |||
Interim efficacy analysis, percentage threshold | 50.00% | |||
Interim efficacy analysis, follow-up milestone period | 6 months | |||
The Sanford Project: T-Rex Study [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Number of cohorts (cohort) | cohort | 2 | |||
Subsequent Event [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Subsidiary, Ownership Interest by Parent | 80.10% | |||
Proceeds Awarded From Strategic Collaboration to Support Study | $ 12.2 | |||
Grants Receivable, Current | $ 5.7 |
The Business - Cell Therapy Dev
The Business - Cell Therapy Development and Manufacturing (Details) $ in Millions | Mar. 16, 2017USD ($) | Dec. 31, 2016clientproductfiling | Mar. 11, 2016 |
Subsidiary or Equity Method Investee [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.90% | ||
Subsidiary, Ownership Interest by Parent | 80.10% | ||
PCT Allendale, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of clients worked with (client) | client | 100 | ||
Number of products produced (product) | product | 20,000 | ||
Number of years since foundation | 18 years | ||
PCT Allendale, LLC [Member] | United States And European Union [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of supported regulatory filings | filing | 50 | ||
Subsequent Event [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, Ownership Interest by Parent | 80.10% | ||
Hitachi America [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.90% | 21.00% | |
Hitachi America [Member] | Subsequent Event [Member] | PCT Allendale, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Proceeds From Licensing Agreements | $ 75 | ||
Forecast [Member] | Hitachi America [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Proceeds From Licensing Agreements, Initial Payment | 5 | ||
Proceeds From Licensing Agreements, Closing Payments | 5 | ||
Proceeds From Licensing Agreements, Milestone Payments | 5 | ||
Forecast [Member] | Hitachi America [Member] | PCT Allendale, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Cumulative Revenue Threshold for Receiving Milestone Payment | $ 125 |
The Business - Financial Inform
The Business - Financial Information & Liquidity (Details) | Mar. 16, 2017USD ($) | Jul. 28, 2016 | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Mar. 11, 2016 |
Subsequent Event [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 19.90% | ||||
Subsidiary, Ownership Interest by Parent | 80.10% | ||||
Stock Split, Conversion Ratio | 0.1 | ||||
Net loss | $ (33,309,533) | $ (81,010,501) | |||
Net Cash Provided by (Used in) Operating Activities | (23,667,682) | (39,258,331) | |||
Accumulated deficit | $ (404,788,809) | $ (372,132,490) | |||
Hitachi America [Member] | |||||
Subsequent Event [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 19.90% | 21.00% | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Subsidiary, Ownership Interest by Parent | 80.10% | ||||
Subsequent Event [Member] | Hitachi America [Member] | PCT Allendale, LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds From Licensing Agreements | $ 75,000,000 | ||||
Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Equity Method Investment, Ownership Percentage, If Agreement Is Terminated | 26.02% | ||||
Equity Method Investment, Ownership Percentage, If Initial Payment and Termination Fee Not Paid | 32.22% | ||||
Forecast [Member] | Hitachi America [Member] | |||||
Subsequent Event [Line Items] | |||||
Loss on Contract Termination | $ 5,000,000 | ||||
Proceeds From Licensing Agreements, Milestone Payments | 5,000,000 | ||||
Proceeds From Licensing Agreements, Initial Payment | $ 5,000,000 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (USD per share) | $ / shares | $ 0.001 | $ 0.001 |
The Business - Principles of Co
The Business - Principles of Consolidation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 11, 2016 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.90% | ||
Change in Ownership in Subsidiary | $ 0 | $ 0 | |
Subsidiary, Ownership Interest by Parent | 80.10% | ||
Hitachi America [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.90% | 21.00% | |
NeoStem, Inc. [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, Ownership Interest by Parent | 100.00% | ||
Athelos Corporation [Member] | Becton Dickson [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Noncontrolling Interest in Variable Interest Entity | $ 0.016 | ||
Location [Member] | NeoStem, Inc. [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Entity Location | United States of America | ||
Location [Member] | Amorcyte, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Entity Location | United States of America | ||
Location [Member] | Progenitor Cell Therapy, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Entity Location | United States of America | ||
Location [Member] | NeoStem Family Storage, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Entity Location | United States of America | ||
Location [Member] | Athelos Corporation [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Entity Location | United States of America | ||
Location [Member] | PCT Allendale, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Entity Location | United States of America | ||
UNITED STATES | Amorcyte, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, Ownership Interest by Parent | 100.00% | ||
UNITED STATES | Progenitor Cell Therapy, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, Ownership Interest by Parent | 80.10% | ||
UNITED STATES | NeoStem Family Storage, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, Ownership Interest by Parent | 80.10% | ||
UNITED STATES | Athelos Corporation [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, Ownership Interest by Parent | 98.40% | ||
UNITED STATES | PCT Allendale, LLC [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, Ownership Interest by Parent | 80.10% | ||
UNITED STATES | NeoStem Oncology [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, Ownership Interest by Parent | 100.00% | ||
Entity Location | United States of America |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2015reporting_unit | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)reporting_unit | Mar. 11, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Number of reporting units (reporting_unit) | reporting_unit | 2 | 2 | ||
Goodwill, impairment | $ 0 | $ 18,200,000 | ||
Impairment of intangible assets | 0 | 0 | ||
Clinical Services Reimbursement | $ 6,400,000 | 3,400,000 | ||
Revene Recognition Period for Cryoperservation Process | 24 hours | |||
Unearned revenues, current | $ 5,098,193 | 5,345,225 | ||
Unearned revenues, long-term | $ 4,587,397 | $ 0 | ||
Building and Building Improvements [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P25Y | |||
Building and Building Improvements [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P30Y | |||
Machinery and Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P8Y | |||
Machinery and Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P12Y | |||
Lab Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P5Y | |||
Lab Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P7Y | |||
Furniture and Fixtures [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P5Y | |||
Furniture and Fixtures [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P12Y | |||
Computer Software, Intangible Asset [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P3Y | |||
Computer Software, Intangible Asset [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | P5Y | |||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | life of lease | |||
PCT Allendale, LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Length of Extension Contract for Royalty Payments from Revenue Generated in Asia | 2 years | |||
PCT Allendale, LLC [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Length of Contract for Royalty Payments from Revenue Generated in Asia | 10 years | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Top Three Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration Risk, Percentage | 46.00% | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Top Customer [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration Risk, Percentage | 19.00% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Top Three Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration Risk, Percentage | 40.00% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Top Customer [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration Risk, Percentage | 19.00% | |||
PCT Allendale, LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Contract Receivable | $ 5,600,000 | |||
Licenses Revenue | $ 500,000 | |||
Unearned revenues, current | 600,000 | |||
Unearned revenues, long-term | $ 4,600,000 |
Collaboration and Hitachi Lic45
Collaboration and Hitachi License Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2016 | Mar. 11, 2016 | |
Business Acquisition [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.90% | ||
Subsidiary, Ownership Interest by Parent | 80.10% | ||
Hitachi Chemical Co., LTD [Member] | |||
Business Acquisition [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.90% | 21.00% | |
Recorded Unconditional Purchase Obligation | $ 20.5 | $ 19.4 | |
Unrecorded Unconditional Purchase Obligation, Maximum Quantity | 15 | ||
PCT Allendale, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Contract Receivable | $ 5.6 | ||
PCT Allendale, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Purchase Obligation | $ 4.4 | ||
Minimum [Member] | PCT Allendale, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Length of Contract for Royalty Payments from Revenue Generated in Asia | 10 years |
Available-for-Sale-Securities46
Available-for-Sale-Securities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | $ 4,426,800 | $ 6,874,800 |
Gross Unrealized Gains | 0 | 800 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Fair Value, Estimate Not Practicable, Investments | 4,426,800 | 6,875,600 |
Cash and cash equivalents | 4,426,800 | 6,875,600 |
Available-for-sale Securities, Current | 0 | 0 |
Cash, Cash Equivalents, and Short-term Investments | 4,426,800 | 6,875,600 |
Available-for-sale Securities, Debt Maturities, Next Rolling Twelve Months, Amortized Cost Basis | 4,426,800 | |
Available-for-sale Securities, Debt Maturities, Next Rolling Twelve Months, Fair Value | 4,426,800 | |
Available-for-sale Securities, Debt Securities | 4,426,800 | |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 0 | 249,000 |
Gross Unrealized Gains | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Fair Value, Estimate Not Practicable, Investments | 0 | 249,000 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 0 | 1,047,200 |
Gross Unrealized Gains | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Fair Value, Estimate Not Practicable, Investments | 0 | 1,047,200 |
Money Market Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 4,426,800 | 837,700 |
Gross Unrealized Gains | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Money Market Funds, at Carrying Value | 4,426,800 | 837,700 |
Municipal Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 0 | 4,740,900 |
Gross Unrealized Gains | 0 | 800 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Fair Value, Estimate Not Practicable, Investments | $ 0 | $ 4,741,700 |
Deferred Costs (Details)
Deferred Costs (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Inventory [Line Items] | ||
Deferred costs | $ 3,582,298 | $ 2,911,743 |
Multiple Stage Contracts [Member] | ||
Schedule of Inventory [Line Items] | ||
Deferred Revenue | $ 4,000,000 | $ 4,900,000 |
Property, Plant and Equipment48
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Buildings and Improvements, Gross | $ 12,968,400 | $ 11,478,600 |
Depreciation, Depletion and Amortization | 1,800,000 | 2,100,000 |
Property, plant and equipment, net | 17,149,241 | 17,064,900 |
Machinery and Equipment, Gross | 68,300 | 68,300 |
Property, Plant and Equipment, Other, Gross | 8,045,500 | 7,461,200 |
Furniture and Fixtures, Gross | 2,288,800 | 2,320,900 |
Capitalized Computer Software, Gross | 442,100 | 445,700 |
Leasehold Improvements, Gross | 1,753,800 | 2,831,500 |
Property, Plant and Equipment, Gross | 25,566,900 | 24,606,200 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (8,417,800) | (7,541,400) |
Property, Plant and Equipment, Other Types [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 17,149,100 | $ 17,064,800 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Dilutive Securities Excluded From Computation Of Earnings Per Share, Shares | 953,690 | 666,327 |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Dilutive Securities Excluded From Computation Of Earnings Per Share, Shares | 388,062 | 321,403 |
Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Dilutive Securities Excluded From Computation Of Earnings Per Share, Shares | 126,849 | 20,278 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets Narrative (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 7,013,315 | $ 7,013,315 | $ 7,013,315 | |
Goodwill [Line Items] | ||||
Goodwill, impairment | $ 0 | $ 18,200,000 | ||
In Process R&D [Member] | CSC Acquisition [Member] | ||||
Goodwill [Line Items] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34,300,000 | |||
In Process R&D [Member] | Amorcyte, LLC [Member] | ||||
Goodwill [Line Items] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 9,400,000 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets Intangible Assets and Related Accumulated Amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 5,700,000 | $ 5,700,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (3,392,100) | (2,822,100) |
Finite-Lived Intangible Assets, Net | $ 2,307,900 | 2,877,900 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 1,000,000 | 1,000,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (595,100) | (495,100) |
Finite-Lived Intangible Assets, Net | $ 404,900 | 504,900 |
Manufacturing Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 3,900,000 | 3,900,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,320,900) | (1,930,900) |
Finite-Lived Intangible Assets, Net | $ 1,579,100 | 1,969,100 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 800,000 | 800,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (476,100) | (396,100) |
Finite-Lived Intangible Assets, Net | $ 323,900 | $ 403,900 |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets Intangible Amortization Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Asset Amortization Expense By Category [Line Items] | ||
Amortization of Intangible Assets | $ 570,000 | $ 605,200 |
Cost of Sales [Member] | ||
Intangible Asset Amortization Expense By Category [Line Items] | ||
Amortization of Intangible Assets | 314,200 | 316,800 |
General and Administrative Expense [Member] | ||
Intangible Asset Amortization Expense By Category [Line Items] | ||
Amortization of Intangible Assets | 180,000 | 180,000 |
Research and Development Expense [Member] | ||
Intangible Asset Amortization Expense By Category [Line Items] | ||
Amortization of Intangible Assets | $ 75,800 | $ 108,400 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets Estimated Future Intangible Amortization Expense (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 570,000 | |
2,018 | 570,000 | |
2,019 | 570,000 | |
2,020 | 570,000 | |
2,021 | 27,900 | |
Finite-Lived Intangible Assets, Net | $ 2,307,900 | $ 2,877,900 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Salaries, employee benefits and related taxes | $ 4,209,700 | $ 2,771,200 |
Professional fees | 224,500 | 480,700 |
Other | 1,628,500 | 2,946,500 |
Accrued Liabilities | $ 6,062,700 | $ 6,198,400 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 11, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 26, 2014 |
Debt Instrument [Line Items] | |||||
Notes Payable | $ 1,100,000 | $ 1,800,000 | |||
Equity Method Investment, Ownership Percentage | 19.90% | ||||
Debt issuance costs | 100,000 | ||||
Interest Expense, Long-term Debt | $ 1,700,000 | 1,300,000 | |||
Payment Guarantee [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Periodic Payment, Interest | 8.00% | ||||
Long-term Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 8.50% | ||||
NeoStem, Inc. [Member] | Long-term Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Term | 21 months | ||||
Long-term Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 15,000,000 | ||||
Debt Instrument, Redemption, Period Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Annual Principal Payment | $ 3,126,500 | ||||
Debt Instrument, Redemption, Period Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Annual Principal Payment | 2,524,900 | ||||
Oxford Finance LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 7,000,000 | $ 3,000,000 | |||
Long-term Debt | $ 5,651,400 | $ 15,000,000 | |||
Debt Instrument, Payment To Lender Based On Receipt Of Proceeds From Eligible Events, Percent | 20.00% | ||||
Minimum [Member] | Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Term | 1 year | ||||
Maximum [Member] | Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Term | 3 years |
Redeemable Securities - Non-C56
Redeemable Securities - Non-Controlling Interests (Details) - USD ($) $ in Millions | Mar. 11, 2016 | Dec. 31, 2016 | Mar. 31, 2016 |
Business Acquisition [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.90% | ||
Hitachi Chemical Co., LTD [Member] | |||
Business Acquisition [Line Items] | |||
Recorded Unconditional Purchase Obligation | $ 19.4 | $ 20.5 | |
Equity Method Investment, Ownership Percentage | 21.00% | 19.90% | |
Business Combination, Consideration Transfered, Interest Rate | 2.00% |
Preferred Stock Convertible Red
Preferred Stock Convertible Redeemable Series E Preferred Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||
Net proceeds from issuance of capital stock | $ 11,560,394 | $ 36,471,269 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Jul. 28, 2016 | Mar. 10, 2016USD ($)$ / sharesshares | Nov. 30, 2015 | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014shares | Oct. 06, 2014shares | Oct. 03, 2013shares | Oct. 10, 2012shares | Oct. 14, 2011shares | Jan. 18, 2011shares | Jun. 02, 2010shares | Oct. 29, 2009shares | May 09, 2009shares |
Class of Stock [Line Items] | ||||||||||||||
Stock Split, Conversion Ratio | 0.1 | |||||||||||||
Common stock, shares, issued (shares) | 141,844 | |||||||||||||
Common Stock Warrants, Shares | 141,844 | 321,404 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | |||||||||||||
Share Price | $ / shares | $ 7.05 | |||||||||||||
Proceeds from Issuance of Warrants | $ | $ 1,000,000 | |||||||||||||
Proceeds from issuance of common stock | $ | $ 11,560,394 | $ 36,471,269 | ||||||||||||
weighted average estimated fair value of restricted stock | $ / shares | $ 5.50 | $ 26.82 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 126,849 | 92,800 | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ | $ 698,100 | $ 2,488,600 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares, Outstanding | 8,205,790 | 5,673,302 | 3,678,386 | |||||||||||
Proceeds from issuance of common stock | $ | $ 2,419 | $ 1,902 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 2,418,144 | 1,902,116 | ||||||||||||
Aspire Capital Purchase Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares, Issued | 109,270 | |||||||||||||
Term Of Agreement In Months | 24 months | |||||||||||||
Discount Applied To Weighted Average Price | 5.00% | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Common stock, shares, issued (shares) | 8,205,790 | 5,673,301.2 | ||||||||||||
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 | ||||||||||||
ESPP [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares, Issued | 25,535 | |||||||||||||
Shares, Outstanding | 4,454 | |||||||||||||
Common stock, shares authorized (shares) | 50,000 | |||||||||||||
Non US Equity Plan [Member] | Stock Options [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized (shares) | 57,000 | |||||||||||||
2009 Equity Plan [Member] | Stock Options [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized (shares) | 899,500 | 599,500 | 45,000 | 237,500 | 177,500 | 137,500 | 97,500 | 38,000 | ||||||
US Equity Plan [Member] | 2015 Equity Plan [Member] | Stock Options [Member] | 2015 Equity Plan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized (shares) | 440,000 | |||||||||||||
Common Stock, Shares Authorized, Period for Automatic Increase | 10 years | |||||||||||||
Initial Reserve Or Shares, Percent Increase Each Year | 4.00% | |||||||||||||
Initial Reserve, Increase In Number Of Shares Each Year | 17,600 | |||||||||||||
US Equity Plan [Member] | 2009 Equity Plan [Member] | Stock Options [Member] | 2009 Equity Plan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized (shares) | 899,500 |
Shareholders' Equity Components
Shareholders' Equity Components of share-based compensation expense (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 06, 2014 | Oct. 03, 2013 | Oct. 10, 2012 | Oct. 14, 2011 | Jan. 18, 2011 | Jun. 02, 2010 | Oct. 29, 2009 | May 09, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | (388,062) | |||||||||
Share-based Compensation Expense | $ 2,604,400 | $ 9,750,100 | ||||||||
Cost of Sales [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Expense | 333,700 | 545,300 | ||||||||
Research and Development Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Expense | 339,100 | 1,811,500 | ||||||||
General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Expense | $ 1,931,600 | $ 7,393,300 | ||||||||
Stock Options [Member] | 2009 Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, shares authorized (shares) | 899,500 | 599,500 | 45,000 | 237,500 | 177,500 | 137,500 | 97,500 | 38,000 | ||
Stock Options [Member] | Non US Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, shares authorized (shares) | 57,000 | |||||||||
2015 Equity Plan [Member] | US Equity Plan [Member] | Stock Options [Member] | 2015 Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | (125,715) | |||||||||
Shares Expired | 0 | |||||||||
Common stock, shares authorized (shares) | 440,000 | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 226,932 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | (484,010) | |||||||||
Common Stock, Shares, Outstanding | 57,207 | |||||||||
2009 Equity Plan [Member] | US Equity Plan [Member] | Stock Options [Member] | 2009 Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | (8,093) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | (156,467) | |||||||||
Shares Expired | (274,784) | |||||||||
Common stock, shares authorized (shares) | 899,500 | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | (460,156) | |||||||||
Common Stock, Shares, Outstanding | 0 | |||||||||
2003 Equity Plan [Member] | US Equity Plan [Member] | Stock Options [Member] | 2003 Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | (925) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | (8,922) | |||||||||
Shares Expired | (5,629) | |||||||||
Common stock, shares authorized (shares) | 25,000 | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | (9,524) | |||||||||
Common Stock, Shares, Outstanding | 0 |
Shareholders' Equity Activity f
Shareholders' Equity Activity for stock options and warrants (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)$ / shares$ / warrantshares | Dec. 31, 2015USD ($)$ / shares$ / warrantshares | Mar. 10, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ | $ 0 | $ 100 | |
Common Stock Warrants, Shares | 321,404 | 141,844 | |
Weighted Average Exercise Price, Warrants Outstanding | $ / warrant | 76.5 | 137.2 | |
Weighted Average Remaining Contractual Term warrant outstanding | 1 year 2 months 27 days | ||
Weighted Average Remaining Contractual Term, Warrants Outstanding | 1 year 3 months 4 days | ||
Aggregate Intrinsic Value, Warrants Outstanding | $ | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options and Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Warrants Granted | 171,845 | ||
Weighted Average Exercise Price, Warrants Granted | $ / shares | $ 9.3 | ||
Warrants Exercised | 0 | ||
Weighted Average Exercise Price, Warrants Exercised | $ / shares | $ 0 | ||
Warrants Expired | 251 | ||
Weighted Average Exercise Price, Warrants Expired | $ / shares | $ 700 | ||
Warrants Canceled | (105,438) | ||
Weighted Average Exercise Price, Warrants Canceled | $ / shares | $ 152.7 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 0 | ||
shares, vested and expected to vest | 388,062 | ||
Weighted Average Exercise Price, Warrants vested & expected to vest | $ / warrant | 76.50 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 388,062 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ / warrant | 76.50 | ||
weighted Average Remaining Contractual Term, warrants vested | 1 year 2 months 27 days | ||
Aggregate Intrinsic Value, Warrants vested and expected to vest | $ | $ 0 | ||
Aggregate Intrinsic Value, Warrants vested | $ | $ 0 | ||
US Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 39.9 | $ 64.6 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 7 months 6 days | 6 years 10 months 17 days | |
Common stock, shares, outstanding (shares) | 388,062 | ||
Weighted Average Remaining Contractual Term, Warrants Vested and Expect to Vest | 1 year 2 months 27 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 938,889 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ / shares | $ 40.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 7 years 6 months 29 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 464,815 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 5.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options and Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Stock Options, Outstanding at December 31, 2011 | 666,348 | ||
Stock Options Exercised | 0 | 0 | |
Stock Options Forfeited | (107,860) | ||
Stock Options Expired | (70,513) | ||
Stock Options, Outstanding at September 30, 2012 | 952,790 | 666,348 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares | $ 48.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | 32.7 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 769,224 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ / shares | $ 46.2 | ||
Options, Vested, weighted Average Remaining Contractual Term | 7 years 3 months 7 days |
Shareholders' Equity Total comp
Shareholders' Equity Total compensation cost related to nonvested awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 126,849 | 92,800 |
weighted average estimated fair value of restricted stock | $ 5.50 | $ 26.82 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 698,100 | $ 2,488,600 |
Restricted Stock [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Unrecognized compensation cost | $ 382,300 | |
Excepted weighted-average period in years of compensation cost to be recognized | 1 year 9 months 4 days | |
Stock Option [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Unrecognized compensation cost | $ 1,245,500 | |
Excepted weighted-average period in years of compensation cost to be recognized | 1 year 9 months 18 days |
Shareholders' Equity Equity Pla
Shareholders' Equity Equity Plan (Details) | 12 Months Ended | ||||||||
Dec. 31, 2016USD ($)offering_periodshares | Oct. 06, 2014shares | Oct. 03, 2013shares | Oct. 10, 2012shares | Oct. 14, 2011shares | Jan. 18, 2011shares | Jun. 02, 2010shares | Oct. 29, 2009shares | May 09, 2009shares | |
Stock Options [Member] | 2009 Equity Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, shares authorized (shares) | 899,500 | 599,500 | 45,000 | 237,500 | 177,500 | 137,500 | 97,500 | 38,000 | |
Stock Options [Member] | Non US Equity Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, shares authorized (shares) | 57,000 | ||||||||
ESPP [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, shares authorized (shares) | 50,000 | ||||||||
Number of Offering Periods, Employee Stock Purchase Plan | offering_period | 2 | ||||||||
Offering Periods, Employee Stock Purchase Plan, Term | 6 months | ||||||||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 15.00% | ||||||||
ESPP annual cap | $ | $ 25,000 | ||||||||
percentage of stock closing price | 85.00% | ||||||||
percentage of ESPP closing price | 85.00% | ||||||||
Shares, Issued | 25,535 | ||||||||
Shares, Outstanding | 4,454 | ||||||||
2015 Equity Plan [Member] | US Equity Plan [Member] | Stock Options [Member] | 2015 Equity Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares Expired | 0 | ||||||||
Common stock, shares authorized (shares) | 440,000 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 226,932 |
Shareholders' Equity Equity Iss
Shareholders' Equity Equity Issuances (Details) | Sep. 14, 2016USD ($)clinical_trial_subject$ / sharesshares | Mar. 10, 2016USD ($)$ / sharesshares | Nov. 30, 2015USD ($)shares | Sep. 30, 2016shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015shares | Sep. 30, 2015shares | May 01, 2015USD ($) |
Class of Stock [Line Items] | ||||||||
Common stock, shares, issued (shares) | shares | 141,844 | |||||||
Common Stock Warrants, Shares | shares | 141,844 | 321,404 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | |||||||
Share Price | $ / shares | $ 7.05 | |||||||
Proceeds from Issuance of Warrants | $ 1,000,000 | |||||||
May 2015 Aspire Capital Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares, issued (shares) | shares | 36,484 | |||||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 30,000,000 | |||||||
RD Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 847,458 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 4.72 | |||||||
Proceeds from Issuance of Common Stock | $ 4,000,000 | |||||||
Private Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,398,305 | |||||||
Proceeds from Issuance of Common Stock | $ 6,600,000 | |||||||
Purchase Commitment, Maximum Amount Committed, Shares | shares | 4,449,153 | |||||||
Proceeds from Issuance of Common Stock, Initial Closing | $ 12,600,000 | |||||||
Proceeds from Issuance of Common Stock, Second Closing | $ 8,400,000 | |||||||
Number of Subjects, Phase 2 CLBS03 Clinical Trial, Second Closing | clinical_trial_subject | 70 | |||||||
Proceeds from Issuance of Common Stock, Initial Closing, Receivable | 6,000,000 | |||||||
Proceeds from Issuance of Common Stock, Second Closing, Receivable | $ 4,000,000 | |||||||
Aspire Capital Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Purchase Commitment, Maximum Amount Committed, Shares | shares | 1,101,928 | |||||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 30,000,000 | |||||||
Term Of Agreement In Months | 24 months | |||||||
Shares, Issued | shares | 109,270 | |||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 300,000 | |||||||
Discount Applied To Weighted Average Price | 5.00% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 1,245,500 |
Excepted weighted-average period in years of compensation cost to be recognized | 1 year 9 months 18 days |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 382,300 |
Excepted weighted-average period in years of compensation cost to be recognized | 1 year 9 months 4 days |
Share-Based Compensation Share-
Share-Based Compensation Share-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | $ 2,604,400 | $ 9,750,100 |
Cost of Sales [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | 333,700 | 545,300 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | 339,100 | 1,811,500 |
General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | $ 1,931,600 | $ 7,393,300 |
Stock Options [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 3.23 | $ 19.50 |
Stock Option [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition | $ 2,359,800 | $ 6,133,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 73.00% | 71.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 76.00% | 75.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.70% | 1.19% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.19% | 2.14% |
Share-Based Compensation Valuat
Share-Based Compensation Valuation Assumptions (Details) - Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 73.00% | 71.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 76.00% | 75.00% |
Fair Value Assumptions, Weighted Average Volatility Rate | 72.00% | 74.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.70% | 1.19% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.19% | 2.14% |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term, Minimum | 5 years | 2 years |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term, Minimum | 10 years | 10 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Tax Adjustments, Settlements, and Unusual Provisions | $ (33,171,500) | |
Loss before provision (benefit) for income taxes and noncontrolling interests | (33,171,495) | $ (98,254,029) |
Current Federal Tax Expense (Benefit) | 0 | 0 |
Current State and Local Tax Expense (Benefit) | 0 | 0 |
Current Income Tax Expense (Benefit) | 0 | 0 |
Deferred Federal Income Tax Expense (Benefit) | 109,400 | (14,695,500) |
Deferred State and Local Income Tax Expense (Benefit) | 28,600 | (2,548,000) |
Deferred Income Tax Expense (Benefit) | 138,000 | (17,243,500) |
Federal Income Tax Expense (Benefit), Continuing Operations | 109,400 | (14,695,500) |
State and Local Income Tax Expense (Benefit), Continuing Operations | 28,600 | (2,548,000) |
Income Tax Expense (Benefit) | $ 138,038 | (17,243,528) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 34.00% | |
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate | $ (11,278,300) | (33,406,400) |
Income Tax Reconciliation, State and Local Income Taxes | 2,702,500 | (4,926,900) |
Permanent non deductible expenses for U.S. taxes | 80,200 | 706,400 |
Restatement of Prior Year Income, Net of Tax | 2,371,600 | 556,500 |
Income Tax Reconciliation, Change in Enacted Tax Rate | (44,300) | 1,300 |
Deferred Tax Assets, Valuation Allowance | 11,049,500 | 20,938,600 |
Unrecognized Tax Benefits Resulting in Net Operating Loss Carryforward | 91,455,700 | 86,537,800 |
Deferred Tax Assets, Deferred Income | 1,846,800 | 0 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 314,600 | 11,100 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 13,747,300 | 12,764,300 |
Deferred Tax Assets, Goodwill and Intangible Assets | 897,800 | 899,700 |
Deferred Tax Assets, Charitable Contribution Carryforwards | 424,200 | 423,300 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | 0 | 297,400 |
Deferred Tax Asset, Partnership Interest | 3,857,700 | 0 |
Deferred Tax Assets, Capital Loss Carryforwards | 6,988,100 | 6,973,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Other | 659,300 | 652,100 |
Deferred Tax Assets, Net | 120,191,500 | 108,558,700 |
Deferred Tax Liabilities Accumulated depreciation | (649,400) | (66,000) |
Deferred Tax Liabilities, Goodwill and Intangible Assets, Intangible Assets | (1,070,700) | (932,700) |
Deferred Tax Liabilities, Gross | (1,720,100) | (998,700) |
Deferred Tax Assets (Liabilities), Net | 118,471,400 | 107,560,000 |
Valuation Allowances and Reserves, Balance | (119,542,100) | (108,492,700) |
Deferred Tax Liabilities | (1,070,700) | (932,700) |
Operating Loss Carryforwards | $ 232,700,000 | $ 221,500,000 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable operating segments | segment | 2 | |
Net revenues | $ 35,283,868 | $ 22,487,566 |
Cost of revenues | 31,136,129 | 20,158,828 |
Operating loss | (31,335,758) | (113,849,166) |
Depreciation and amortization | 2,743,600 | 2,686,800 |
Interest expense | 1,857,694 | 2,128,442 |
Provision (benefit) for income taxes | 138,038 | (17,243,528) |
Assets | 51,832,848 | 57,205,295 |
R&D Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 14,000 | 154,400 |
Cost of revenues | 0 | 0 |
Operating loss | (29,502,000) | (112,181,100) |
Depreciation and amortization | 450,300 | 496,800 |
Interest expense | 1,779,700 | 1,945,200 |
Provision (benefit) for income taxes | 0 | (17,430,100) |
Assets | 11,403,600 | 23,635,000 |
PCT Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 35,269,800 | 22,333,100 |
Cost of revenues | 31,136,100 | 20,158,800 |
Operating loss | (1,833,800) | (1,668,100) |
Depreciation and amortization | 2,293,400 | 2,190,000 |
Interest expense | 78,000 | 183,200 |
Provision (benefit) for income taxes | 138,000 | 186,500 |
Assets | $ 40,429,300 | $ 33,570,300 |
Commitments and Contingencies69
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leases, Future Minimum Payments Due [Abstract] | ||
2,017 | $ 2,216,300 | |
2,018 | 1,723,500 | |
2,019 | 1,332,700 | |
2,020 | 792,100 | |
2020 and thereafter | 168,100 | |
Total minimum lease payments | 6,232,700 | |
Operating Leases, Rent Expense | $ 2,100,000 | $ 1,700,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 16, 2017 | Mar. 11, 2018 | Feb. 23, 2017 | Dec. 31, 2016 | Mar. 11, 2016 |
Subsequent Event [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 19.90% | ||||
Subsidiary, Ownership Interest by Parent | 80.10% | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Subsidiary, Ownership Interest by Parent | 80.10% | ||||
Grants Receivable | $ 12,200,000 | ||||
Grants Receivable, Current | $ 5,700,000 | ||||
Hitachi America [Member] | |||||
Subsequent Event [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 19.90% | 21.00% | |||
Hitachi America [Member] | PCT [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds From Licensing Agreements | $ 75,000,000 | ||||
Forecast [Member] | Hitachi America [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds From Licensing Agreements, Initial Payment | 5,000,000 | ||||
Proceeds From Licensing Agreements, Closing Payments | 5,000,000 | ||||
Former director [Member] | Forecast [Member] | Dr. Preti [Member] | |||||
Subsequent Event [Line Items] | |||||
Related Party Transaction, Payment for Retention Agreement in Connection with Sale, First Retention Payment | 1,375,000 | ||||
Related Party Transaction, Payment for Retention Agreement in Connection with Sale, Second Retention Payment | $ 1,375,000 | ||||
Related Party Transaction, Payment for Retention Agreement in Connection with Sale, Third Retention Payment, Percentage of Milestone Payment | 5.00% | ||||
Related Party Transaction, Net Payments for Retention Agreement, Threshold for Tax Reimbursement Payment | $ 1,200,000 | ||||
Former director [Member] | Forecast [Member] | Dr. Preti [Member] | PCT [Member] | |||||
Subsequent Event [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ 196,112 | $ 175,000 |