Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jan. 31, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | BIOLIFE SOLUTIONS INC | ||
Entity Central Index Key | 834365 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $14,198,846 | ||
Entity Common Stock, Shares Outstanding | 12,104,958 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and cash equivalents | $2,538,758 | $156,273 |
Short term investments | 7,399,636 | 0 |
Accounts receivable, trade, net of allowance for doubtful accounts of $0 at December 31, 2014 and $1,100 at December 31, 2013 | 901,623 | 1,009,316 |
Inventories | 965,224 | 420,924 |
Prepaid expenses and other current assets | 360,521 | 291,745 |
Total current assets | 12,165,762 | 1,878,258 |
Property and equipment | ||
Leasehold improvements | 1,284,491 | 1,121,362 |
Furniture and computer equipment | 476,788 | 300,581 |
Manufacturing and other equipment | 972,386 | 764,258 |
Subtotal | 2,733,665 | 2,186,201 |
Less: Accumulated depreciation | -1,078,060 | -862,157 |
Net property and equipment | 1,655,605 | 1,324,044 |
Intangible asset | 2,215,385 | 0 |
Long term deposits | 36,166 | 36,166 |
Deferred financing costs, net | 0 | 114,874 |
Total assets | 16,072,918 | 3,353,342 |
Current liabilities | ||
Accounts payable | 474,662 | 867,070 |
Accrued expenses and other current liabilities | 121,869 | 146,626 |
Accrued compensation | 535,029 | 503,194 |
Deferred rent | 130,216 | 111,250 |
Total current liabilities | 1,261,776 | 1,628,140 |
Long term liabilities | ||
Promissory notes payable, related parties | 0 | 10,603,127 |
Accrued interest, related parties | 0 | 3,501,610 |
Deferred rent, long term | 874,825 | 891,986 |
Total liabilities | 2,136,601 | 16,624,863 |
Commitments and Contingencies (Note 10) | ||
Shareholders' equity (deficiency) | ||
Common stock, $0.001 par value; 150,000,000 shares authorized, 12,084,859 and 5,031,336 shares issued and outstanding at December 31, 2014 and 2013 | 12,084 | 5,030 |
Additional paid-in capital | 71,911,328 | 43,618,686 |
Accumulated other comprehensive (loss) | -6,448 | 0 |
Accumulated deficit | -60,112,987 | -56,895,237 |
Total shareholders' equity (deficiency) | 11,803,977 | -13,271,521 |
Total non-controlling interest equity (deficiency) | 2,132,340 | 0 |
Total BioLife Solutions, Inc. shareholders' equity (deficiency) | 13,936,317 | -13,271,521 |
Total liabilities and shareholders' equity (deficiency) | $16,072,918 | $3,353,342 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Assets | ||
Accounts receivable allowances | $0 | $1,100 |
Stockholders Equity | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 12,084,859 | 5,031,336 |
Common stock, outstanding | 12,084,859 | 5,031,336 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | ||
Product sales | $6,190,698 | $8,340,234 |
Licensing revenue | 0 | 609,167 |
Total revenue | 6,190,698 | 8,949,401 |
Cost of product sales | 3,155,288 | 5,186,514 |
Gross profit | 3,035,410 | 3,762,887 |
Operating expenses | ||
Research and development | 871,100 | 487,816 |
Sales and marketing | 1,329,746 | 841,451 |
General and administrative | 3,970,254 | 2,718,977 |
Total operating expenses | 6,171,100 | 4,048,244 |
Operating loss | -3,135,690 | -285,357 |
Other income (expenses) | ||
Interest income | 20,825 | 0 |
Interest expense | -177,308 | -742,219 |
Amortization of deferred financing costs | -13,022 | -56,584 |
Gain on disposal of property and equipment | 4,400 | 0 |
Total other income (expenses) | -165,105 | -798,803 |
Net Loss | -3,300,795 | -1,084,160 |
Net loss attributable to non-controlling interest | 83,045 | 0 |
Net Loss attributable to BioLife Solutions, Inc. | ($3,217,750) | ($1,084,160) |
Basic and diluted net loss per common share | ($0.31) | ($0.22) |
Basic and diluted weighted average common shares used to calculate net loss per common share | 10,447,030 | 5,007,999 |
Statements_of_Comprehensive_In
Statements of Comprehensive Income (Loss) (USD $) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statements Of Comprehensive Income Loss Usd | ||
Net loss | ($3,300,795) | ($1,084,160) |
Other comprehensive loss | ||
Unrealized loss on available-for-sale investments | -6,448 | 0 |
Total other comprehensive loss | -6,448 | 0 |
Comprehensive loss | -3,307,243 | -1,084,160 |
Comprehensive loss attributable to non-controlling interest | 83,045 | 0 |
Comprehensive Loss attributable to BioLife Solutions, Inc. | ($3,224,198) | ($1,084,160) |
Statements_of_Shareholders_Equ
Statements of Shareholders' Equity (Deficiency) (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total BioLife Solutions, Inc. Shareholders' Equity/Deficiency | Non-Controlling Interest Equity/Deficiency | Total |
Beginning Balance - Amount at Dec. 31, 2012 | $4,977 | $43,320,077 | $0 | ($55,811,077) | ($12,486,023) | $0 | ($12,486,023) |
Beginning Balance - Shares at Dec. 31, 2012 | 4,978,834 | ||||||
Stock-based compensation | 248,204 | 248,204 | 248,204 | ||||
Stock option/warrant exercises - Amount | 50,458 | ||||||
Net loss | -1,084,160 | -1,084,160 | -1,084,160 | ||||
Ending Balance, Amount at Dec. 31, 2013 | 5,030 | 43,618,686 | 0 | -56,895,237 | -13,271,521 | 0 | -13,271,521 |
Beginning Balance - Shares at Dec. 31, 2013 | 5,031,336 | ||||||
Stock-based compensation | 229,679 | 229,679 | 229,679 | ||||
Stock issued for services - Shares | 74,720 | ||||||
Stock issued for services - Amount | 75 | 209,925 | 210,000 | 210,000 | |||
Stock option/warrant exercises - Shares | 68,520 | ||||||
Stock option/warrant exercises - Amount | 69 | 83,525 | 83,594 | 83,594 | |||
Stock issued in connection with public registered stock offering March 25, 2014, net of transaction costs - Shares | 3,588,878 | ||||||
Stock issued in connection with public registered stock offering March 25, 2014, net of transaction costs - Amount | 3,589 | 13,592,641 | 13,596,230 | 13,596,230 | |||
Stock issued in connection with conversion of outstanding notes and interest on March 25, 2014, net of unamortized deferred financing costs of $101,852 - Shares | 3,321,405 | ||||||
Stock issued in connection with conversion of outstanding notes and interest on March 25, 2014, net of unamortized deferred financing costs of $101,852 - Amount | 3,321 | 14,176,872 | 14,180,193 | 14,180,193 | |||
Other comprehensive loss | -6,448 | -6,448 | -6,448 | ||||
Capital contribution of non-controlling interest in biologistex CCM, LLC joint venture | 2,215,385 | 2,215,385 | |||||
Net loss | -3,217,750 | -3,217,750 | -83,045 | -3,300,795 | |||
Ending Balance, Amount at Dec. 31, 2014 | $12,084 | $71,911,328 | ($6,448) | ($60,112,987) | $11,803,977 | $2,132,340 | $13,936,317 |
Ending Balance, Shares at Dec. 31, 2014 | 12,084,859 |
Statements_of_Shareholders_Equ1
Statements of Shareholders' Equity (Deficiency) (Parenthetical) (USD $) | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | |
Unamortized deferred financing costs | $101,852 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss | ($3,300,795) | ($1,084,160) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation | 258,119 | 247,072 |
Gain on disposal of property and equipment | -4,400 | 0 |
Stock-based compensation expense | 229,679 | 248,204 |
Stock issued for services | 210,000 | 0 |
Amortization of deferred financing costs | 13,022 | 56,584 |
Lease incentives received from landlord, net of amortization of deferred rent related to lease incentives | -37,704 | 52,162 |
Accretion and amortization on available for sale investments | 98,006 | 0 |
Change in operating assets and liabilities | ||
(Increase) Decrease in Accounts receivable, trade | 107,693 | -409,163 |
Inventories | -544,300 | 235,473 |
Prepaid expenses and other current assets | -23,123 | -117,014 |
Increase (Decrease) in | ||
Accounts payable | -392,408 | 4,578 |
Accrued compensation and other current liabilities | 7,078 | 278,224 |
Accrued interest, related parties | 177,308 | 742,219 |
Deferred rent | 39,509 | 995 |
Deferred revenue | 0 | -109,167 |
Net cash provided by operating activities | -3,162,316 | 146,007 |
Cash flows from investing activities | ||
Purchase of available-for-sale investments | -7,952,119 | 0 |
Sales/maturities of available-for-sale investments | 402,376 | 0 |
Cash received from sale of property and equipment | 4,400 | 0 |
Purchase of property and equipment | -589,680 | -236,670 |
Net cash used in investing activities | -8,135,023 | -236,670 |
Cash flows from financing activity | ||
Proceeds from exercise of common stock options and warrants | 83,594 | 50,458 |
Proceeds from sale of common stock, net of expenses | 13,596,230 | 0 |
Net cash provided by financing activity | 13,679,824 | 50,458 |
Net increase (decrease) in cash and cash equivalents | 2,382,485 | -40,205 |
Cash and cash equivalents - beginning of period | 156,273 | 196,478 |
Cash and cash equivalents - end of period | 2,538,758 | 156,273 |
Non-cash financing activities | ||
Acquisition of intangible asset from non-controlling interest (See Note 1) | 2,215,385 | 0 |
Conversion of notes payable and related party accrued interest to equity, net of unamortized deferred finance costs (See Note 1) | $14,180,193 | $0 |
1_Organization_and_Significant
1. Organization and Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Organization and Significant Accounting Policies | Business | ||||||||
BioLife Solutions, Inc. ("BioLife,” “us,” “we,” “our,” or the “Company”) develops, manufactures and markets patented hypothermic storage and cryopreservation solutions for cells and tissues. The Company’s proprietary HypoThermosol® FRS, CryoStor®, and generic BloodStor®, biopreservation media products and SAVSU® precision thermal packaging products are marketed to the biobanking, drug discovery, and regenerative medicine markets, including hospital-based stem cell transplant centers, pharmaceutical companies, cord blood and adult stem cell banks, hair transplant centers, and suppliers of cells to the drug discovery, toxicology testing and diagnostic markets. BioLife’s products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced, delayed-onset cell damage and death. BioLife’s enabling technology provides academic and clinical researchers significant improvements in post-thaw cell, tissue, and organ viability and function. Additionally, for our direct, distributor, and contract customers, we perform custom formulation, fill, and finish services. | |||||||||
Recent Developments | |||||||||
Reverse Stock Split | |||||||||
On January 17, 2014, our Board of Directors approved an amendment to our certificate of incorporation to effect a reverse stock split by a ratio of 1 for 14, with no reduction in the number of shares of common stock that were previously authorized in our certificate of incorporation. The reverse stock split was effective on January 29, 2014. Unless otherwise noted, all share and per share data in these consolidated financial statements give effect to the 1-for-14 reverse stock split of our common stock. | |||||||||
Public Offering of Units | |||||||||
On March 25, 2014, we closed a registered public offering of 3,588,878 units for gross proceeds of $15,432,175. Each $4.30 unit consisted of one share of the Company’s common stock and one warrant, each warrant exercisable for seven years to purchase one share of the Company’s common stock at an exercise price of $4.75. Net of placement agent fees of $1,211,734 and offering costs of $624,211, we received net proceeds of $13,596,230. Of the gross proceeds, $9.1 million was allocated to common stock and $6.3 million was allocated to warrants, based on relative fair values. | |||||||||
Conversion of Notes and Interest to Equity | |||||||||
Pursuant to note conversion agreements with WAVI Holding AG and Taurus4757 GmbH (the “Note Holders”), concurrently with the closing of the Company’s public offering of units, the Company converted approximately $14.3 million of indebtedness, including accrued interest, to the Note Holders into equity, issuing to the Note Holders an aggregate of 3,321,405 units having terms substantially similar to the public offering units. In connection with the note conversion, the Company’s $14.3 million indebtedness to the Note Holders under the terms of the Company’s previously disclosed facility agreements was extinguished, all remaining unamortized deferred finance costs of $101,852 were recorded to additional paid in capital, and the Note Holders agreed to release all security interests. Of the total conversion amount, $8.4 million was allocated to common stock and $5.8 million was allocated to warrants, based on relative fair values. | |||||||||
Listing of Common Stock on NASDAQ Capital Market | |||||||||
On March 26, 2014, our common stock was listed on the NASDAQ Capital Market under the symbol BLFS. | |||||||||
biologistex Joint Venture | |||||||||
On September 29, 2014, the Company entered into a limited liability company agreement (the “LLC Agreement”) with SAVSU Technologies, LLC, a Delaware limited liability company (“SAVSU”) to create a 20-year joint venture for the purpose of acquiring, developing, maintaining, owning, operating, marketing and selling an integrated platform of a cloud-based information service and precision thermal shipping products (the “Products”) based on SAVSU’s next generation EVO smart container shipment platform (the “Smart Containers”). | |||||||||
The joint venture vehicle, biologistex CCM, LLC, is structured as a Delaware limited liability company (“biologistex”). The Company will make a capital contribution of $2.4 million, and SAVSU contributed exclusive distribution rights to the Smart Containers valued at $2,215,385 under a separate Supply and Distribution Agreement (as defined below). | |||||||||
The Company will also pay SAVSU $1 million in consideration of SAVSU’s participation in biologistex. If certain performance requirements are met, these payments to SAVSU will be made in monthly increments for twelve months and recorded as consulting expense in General and Administrative expenses on the Company’s Consolidated Statement of Operations, the first of which was made during the third quarter of 2014. During the year ended December 31, 2014, the Company recorded $0.3 million related to the participation fee, which represents four monthly fees. At December 31, 2014, the Company had $0.2 million in outstanding accounts payable related to the monthly fees. | |||||||||
The Company and SAVSU are the only members of biologistex, holding 52% and 48%, respectively, of the outstanding units of membership interests (“Units”). Distributions of net cash flow, if any, are to be made in proportion to the members’ ownership of Units. | |||||||||
On September 29, 2014, biologistex and SAVSU also entered into a supply and distribution agreement (the “Supply and Distribution Agreement”) whereby biologistex became the exclusive, worldwide distributor of Smart Containers. Pursuant to the Supply and Distribution Agreement, biologistex agrees to purchase a minimum number of Smart Containers over a 24-month period for an aggregate purchase price of approximately $2.6 million. Under the terms of the agreement, SAVSU must fulfill all obligations required of it to permit biologistex to make the Products available for marketing, sales and acceptance of customer orders. The Supply and Distribution Agreement has an initial term of 20 years unless terminated early by its terms. | |||||||||
On September 29, 2014, the Company and biologistex also entered into a services agreement whereby the Company will provide services to biologistex related to operations, sales, marketing, administration and development of a cloud-based software system for tracking and managing the Products. The Services Agreement has an initial term of 20 years unless terminated early by its terms. | |||||||||
Pursuant to the Services Agreement, the Company agreed to manage biologistex to achieve certain minimum sales targets within 12 and 24 months of the date of the agreement. biologistex will pay the Company monthly for expenses incurred and certain overhead expenses. Until biologistex has achieved sufficient revenue to pay such expenses, it may be necessary for the Company to fund such reimbursements via inter-company loans to biologistex. | |||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||
Use of estimates | |||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Net loss per share | |||||||||
Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using the weighted average number of common shares outstanding plus dilutive common stock equivalents outstanding during the period. Common stock equivalents are excluded for the years ending December 31, 2014 and 2013 since the effect is anti-dilutive due to the Company’s net losses. Common stock equivalents include stock options and warrants. | |||||||||
Basic weighted average common shares outstanding, and the potentially dilutive securities excluded from loss per share computations because they are antidilutive, are as follows for the years ended December 31, 2014 and 2013: | |||||||||
2013 | |||||||||
2014 | |||||||||
Basic and diluted weighted average common stock shares outstanding | 10,447,030 | 5,007,999 | |||||||
Potentially dilutive securities excluded from loss per share computations: | |||||||||
Common stock options | 1,390,770 | 1,417,309 | |||||||
Common stock purchase warrants | 7,428,141 | 517,858 | |||||||
Cash and cash equivalents | |||||||||
Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that this results in any significant credit risk. | |||||||||
No cash was paid for either interest expense or income taxes for the years ended December 31, 2014 and 2013. | |||||||||
Investments | |||||||||
The Company's investments consist primarily of commercial paper, corporate debt, and other debt securities. Investments are classified as available-for-sale and are reported at fair value based on quoted market prices with unrealized gains and losses, net of applicable taxes, recorded in accumulated other comprehensive income (loss), a component of shareholders' equity. The realized gains and losses for available-for-sale securities are included in other income and expense in the Consolidated Statements of Operations. Realized gains and losses are calculated based on the specific identification method. | |||||||||
The Company monitors its investment portfolio for impairment on a periodic basis. When the amortized cost basis of an investment exceeds its fair value and the decline in value is determined to be an other-than-temporary decline, and when the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt securities prior to recovery of its amortized cost basis, the Company records an impairment charge in the amount of the credit loss and the balance, if any, to other comprehensive income (loss). | |||||||||
Inventories | |||||||||
Inventories represent biopreservation solutions and raw materials and are stated at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. | |||||||||
Accounts receivable | |||||||||
Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. We provide an allowance for doubtful accounts based on an evaluation of customer account balances past due ninety days from the date of invoicing. Accounts considered uncollectible are charged against the established allowance. | |||||||||
Property and equipment | |||||||||
Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to ten years. | |||||||||
Intangible asset | |||||||||
Our intangible asset represents exclusive distribution rights to the Smart Containers associated with our biologistex CCM, LLC joint venture discussed previously. The intangible asset was recorded at its fair value of $2,215,385 at the date contributed. We will review the intangible asset for impairment whenever an impairment indicator exists. We will assess recoverability by determining whether the carrying value of such asset will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we will recognize an impairment loss based on any excess of the carrying amount over the fair value of the assets. We did not recognize any intangible asset impairment charges in 2014. We will amortize this asset over its estimated useful life of 20 years, the life of the distribution agreement with SAVSU with expected amortization of $0.1 million per year. Amortization is expected to begin in the first quarter of 2015 with the initial commercial shipments of the Smart Containers. Amortization is based on the pattern in which the economic benefits of the intangible asset will be consumed or on a straight-line basis when the consumption pattern is not apparent. | |||||||||
Deferred financing costs | |||||||||
Deferred financing costs consisted of fees associated with obtaining or restructuring debt. All unamortized deferred financing costs were recorded in equity in connection with the conversion of our notes payable on March 25, 2014 as discussed previously. | |||||||||
Deferred rent | |||||||||
For our operating leases, we recognize rent expense on a straight-line basis over the terms of the leases and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Landlord-funded leasehold improvements, to the extent the improvements are not landlord property upon lease termination, are also recorded as deferred rent liabilities and are amortized as a reduction of rent expense over the non-cancelable term of the related operating lease. | |||||||||
Revenue recognition | |||||||||
We recognize product revenue, including shipping and handling charges billed to customers, upon shipment of product when title and risk of loss pass to customers. Shipping and handling costs are classified as part of cost of product sales. We may also receive fees from our contract manufacturing customers for validation of the manufacturing process. This typically occurs prior to production for those customers and revenue is recognized upon successful completion of all obligations related to the validation process. | |||||||||
During the first quarter of 2013, we negotiated a new intellectual property license agreement that provides one customer with limited access to our intellectual property under certain conditions. This customer paid upfront fees for the specific rights and there are no future performance obligations. The upfront fee of $500,000 was recognized as licensing revenue during 2013 and $109,167 in deferred revenue associated with this customer was recognized as all future performance obligations associated with the previous license agreements were cancelled with the agreement signed in the first quarter of 2013. | |||||||||
Income taxes | |||||||||
We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization of deferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not that the asset will not be realized. | |||||||||
We have not recorded any liabilities for uncertain tax positions or any related interest and penalties. Our tax returns are open to audit for years ending December 31, 2011 to 2014. | |||||||||
Advertising | |||||||||
Advertising costs are expensed as incurred and totaled $19,584 and $4,725 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Operating segments | |||||||||
As described above, our activities are directed in the life sciences field of biopreservation products and services. As of December 31, 2014 and 2013 this is the Company’s only operating unit and segment. | |||||||||
Concentrations of credit risk and business risk | |||||||||
In 2014 and 2013, we derived approximately 18% and 49%, respectively, of our revenue from our relationship with one contract manufacturing customer. In 2014 we derived approximately 11% of our revenue from one other customer and in 2013, we derived approximately 14% of our revenue from one other customer, which included license revenue and core product revenue. No other customer accounted for more than 10% of revenue in 2014 or 2013. At December 31, 2014, two customers accounted for 25% of gross accounts receivable. At December 31, 2013, three customers accounted for approximately 64% of total gross accounts receivable. | |||||||||
Revenue from customers located in foreign countries represented 16% and 9% of total revenue during the years ended December 31, 2014 and 2013, respectively. | |||||||||
Research and development | |||||||||
Research and development costs are expensed as incurred. | |||||||||
Stock Based Compensation | |||||||||
We use the Black-Scholes option pricing model as our method of valuation for stock option awards. Restricted stock unit grants are valued at the fair value of our common stock on the date of grant. Share-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. Our determination of the fair value of stock option awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period estimates are revised. Although the fair value of stock option awards is determined in accordance with authoritative guidance, the Black-Scholes option pricing model requires the input of highly subjective assumptions and other reasonable assumptions could provide differing results. Share-based compensation expense is recognized ratably over the applicable requisite service period based on the fair value of such share-based awards on the grant date. | |||||||||
The fair value of options at the date of grant is determined under the Black-Scholes option pricing model. During the years ended December 31, 2014 and 2013, the following weighted-average assumptions were used: | |||||||||
Assumptions | 2014 | 2013 | |||||||
Risk-free rate | 2.01 | % | 2.25 | % | |||||
Annual rate of dividends | –– | –– | |||||||
Historical volatility | 105.2 | % | 105.2 | % | |||||
Expected life | 7.0 years | 7.0 years | |||||||
The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. We do not anticipate declaring dividends in the foreseeable future. Volatility was based on historical data. We utilize the simplified method in determining option lives. The simplified method is used due to the fact that we have had significant structural changes in our business such that our historical exercise data may not provide a reasonable basis to estimate option lives. | |||||||||
We recognize compensation expense for only the portion of options that are expected to vest. Therefore, management applies an estimated forfeiture rate that is derived from historical employee termination data. The estimated forfeiture rate applied for the years ended December 31, 2014 and 2013 was 7.00%. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. Our stock price volatility, option lives and expected forfeiture rates involve management’s best estimates at the time of such determination, all of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option. | |||||||||
Recent accounting pronouncements | |||||||||
On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2017. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. | |||||||||
With the exception of the new revenue standard discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our Consolidated Financial Statements. |
2_Accumulated_Other_Comprehens
2. Accumulated Other Comprehensive Loss | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Equity [Abstract] | |||||
Accumulated Other Comprehensive Loss | The following table shows the changes in Accumulated Other Comprehensive Loss by component for the year ended December 31, 2014: | ||||
Year Ended December 31, 2014 | |||||
Beginning Balance | $ | –– | |||
Unrealized Loss on Investments, Current Period | -6,448 | ||||
Ending Balance | $ | -6,448 |
3_Fair_Value_Measurement
3. Fair Value Measurement | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Measurement | In accordance with FASB ASC Topic 820, "Fair Value Measurements and Disclosures," (“ASC Topic 820”), the Company measures its cash and cash equivalents and short term investments at fair value on a recurring basis. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value fair hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||||||||||||
Level 1 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||||||
Level 2 – Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. | |||||||||||||
Level 3 – Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. | |||||||||||||
As of December 31, 2014 and 2013, the Company does not have liabilities that are measured at fair value. | |||||||||||||
The following tables set forth the Company's financial assets measured at fair value on a recurring basis as of December 31, 2014 and December 31, 2013, based on the three-tier fair value hierarchy: | |||||||||||||
As of December 31, 2014 | Level 1 | Level 2 | Total | ||||||||||
Bank deposits | $ | 972,891 | $ | — | $ | 972,891 | |||||||
Money market funds | 1,565,867 | — | 1,565,867 | ||||||||||
Cash and cash equivalents | 2,538,758 | — | 2,538,758 | ||||||||||
Corporate debt securities | 6,799,702 | — | 6,799,702 | ||||||||||
Commercial paper | 599,934 | — | 599,934 | ||||||||||
Short term investments | 7,399,636 | — | 7,399,636 | ||||||||||
Total | $ | 9,938,394 | $ | — | $ | 9,938,394 | |||||||
As of December 31, 2013 | Level 1 | Level 2 | Total | ||||||||||
Bank deposits | $ | 156,273 | $ | — | $ | 156,273 | |||||||
Total | $ | 156,273 | $ | — | $ | 156,273 | |||||||
The fair values of bank deposits, money market funds, corporate debt securities and commercial paper classified as Level 1 were derived from quoted market prices as active markets for these instruments exist. The Company has no level 2 or level 3 financial assets. The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the twelve months ended December 31, 2014 and December 31, 2013. | |||||||||||||
Investments in debt securities at December 31, 2014, are investment grade and carried a long-term rating of BBB or higher. |
4_Short_Term_Investments
4. Short Term Investments | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Schedule of Investments [Abstract] | ||||||||||||||
Short Term Investments | The amortized cost and fair value of short term investments as of December 31, 2014 were as follows: | |||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||
Corporate debt securities | $ | 6,806,150 | $ | — | $ | (6,448 | ) | $ | 6,799,702 | |||||
Commercial paper | 599,934 | — | $ | — | 599,934 | |||||||||
Total marketable securities | $ | 7,406,084 | $ | — | $ | (6,448 | ) | $ | 7,399,636 | |||||
As of December 31, 2014, there are no short term investments, classified and accounted for as available-for-sale securities that have been in a continuous unrealized loss position in excess of twelve months. | ||||||||||||||
As of December 31, 2014, the amortized cost and fair value of short term investments by contractual maturity were as follows: | ||||||||||||||
Amortized Cost | Fair Value | |||||||||||||
Due in 1 year or less | $ | 6,804,123 | $ | 6,798,892 | ||||||||||
Due in 1-2 years | 601,961 | 600,744 | ||||||||||||
Total marketable securities | $ | 7,406,084 | $ | 7,399,636 | ||||||||||
As of December 31, 2013, the Company did not hold any short term investments. |
5_Inventories
5. Inventories | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Inventories | Inventories consist of the following at December 31, 2014 and 2013: | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 362,656 | $ | 334,031 | |||||
Work in progress | 79,012 | 14,570 | |||||||
Finished goods | 523,556 | 72,323 | |||||||
Total | $ | 965,224 | $ | 420,924 |
6_Deferred_Rent
6. Deferred Rent | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Deferred Rent | Deferred rent consists of the following at December 31, 2014 and 2013: | ||||||||
2014 | 2013 | ||||||||
Landlord-funded leasehold improvements | $ | 1,124,790 | $ | 1,047,026 | |||||
Less accumulated amortization | (248,531 | ) | (133,063 | ) | |||||
Total (current portion $130,216 and $111,250 at December 31, 2014 and 2013, respectively) | 876,259 | 913,963 | |||||||
Straight line rent adjustment | 128,782 | 89,273 | |||||||
Total deferred rent | $ | 1,005,041 | $ | 1,003,236 | |||||
During 2014 and 2013, the Company recorded $125,000 and $191,583, respectively, in deferred rent relating to leasehold improvements funded by the Company’s landlord as incentives under the facility lease, offset by payments to the landlord of $47,237 and $45,546 in 2014 and 2013, respectively. During the years ended December 31, 2014 and 2013, the Company recorded $115,468 and $93,876, respectively, in deferred rent amortization of these landlord funded leasehold improvements. | |||||||||
In addition, during the years ended December 31, 2014 and 2013, the Company recorded deferred rent of $39,509 and $995, which represented the difference between cash rent payments and the recognition of rent expense on a straight-line basis over the terms of the lease. |
7_Income_Taxes
7. Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Income tax benefit reconciled to tax calculated at statutory rates is as follows: | ||||||||
2014 | 2013 | ||||||||
Federal tax (benefit) at statutory rate | $ | (1,122,270 | ) | $ | (368,614 | ) | |||
Change in valuation allowance | 1,122,900 | 342,174 | |||||||
Other | (630 | ) | 26,440 | ||||||
Provision for income taxes, net | $ | –– | $ | –– | |||||
At December 31, 2014 and 2013, the components of the Company’s deferred taxes are as follows: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets (liabilities) | |||||||||
Net operating loss carryforwards | $ | 10,046,713 | $ | 7,836,904 | |||||
Accrued compensation | 170,161 | 155,084 | |||||||
Depreciation | 14,282 | 13,185 | |||||||
Stock-based compensation | 434,740 | 375,678 | |||||||
Accrued related party interest | –– | 1,190,547 | |||||||
Other | 42,318 | 13,916 | |||||||
Total | 10,708,214 | 9,585,314 | |||||||
Less: Valuation allowance | (10,708,214 | ) | (9,585,314 | ) | |||||
Net deferred tax asset | $ | –– | $ | –– | |||||
The Company has the following net operating loss tax carryforwards available at December 31, 2014: | |||||||||
Year of Expiration | Net Operating Losses | ||||||||
2018 | $ | 1,425,000 | |||||||
2019 | 1,234,000 | ||||||||
2020 | 2,849,000 | ||||||||
2021 | 4,168,000 | ||||||||
2023 | 1,217,000 | ||||||||
2024 | 646,000 | ||||||||
2025 | 589,000 | ||||||||
2026 | 873,000 | ||||||||
2027 | 2,607,000 | ||||||||
2028 | 2,512,000 | ||||||||
2029 | 2,196,000 | ||||||||
2030 | 1,232,000 | ||||||||
2031 | 1,028,000 | ||||||||
2032 | 437,000 | ||||||||
2033 | 37,000 | ||||||||
2034 | 6,499,000 | ||||||||
Total | $ | 29,549,000 | |||||||
In the event of a significant change in the ownership of the Company, the utilization of such loss and tax credit carryforwards could be substantially limited. |
8_Warrants
8. Warrants | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Warrants | The following table summarizes warrant activity for the years ended December 31, 2014 and 2013: | ||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Wtd. Avg. | Wtd. Avg. | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Outstanding at beginning of year | 517,858 | $ | 1.02 | 551,339 | $ | 0.98 | |||||||||||
Granted | 6,910,283 | 4.75 | –– | –– | |||||||||||||
Exercised | –– | –– | (22,321 | ) | 1.12 | ||||||||||||
Forfeited/Expired | –– | –– | (11,160 | ) | 1.12 | ||||||||||||
Outstanding and exercisable at end of year | 7,428,141 | $ | 4.49 | 517,858 | $ | 1.02 | |||||||||||
As discussed in Note 1, during the year ended December 31, 2014, we issued 3,588,878 warrants with an expiration date of March 25, 2021 in connection with the Company’s public offering of units on March 25, 2014. Each whole warrant is exercisable for a period of seven years to acquire one share of common stock with an exercise price of $4.75 per share. In addition, we issued 3,321,405 warrants with an expiration date of March 25, 2021 in connection with the conversion of approximately $14.3 million of indebtedness to the Company’s existing Note Holders into equity on March 25, 2014. Each whole warrant is exercisable for a period of seven years to acquire one share of common stock with an exercise price of $4.75 per share. There were no warrants exercised, forfeited or expired in the year ended December 31, 2014. | |||||||||||||||||
The outstanding warrants have expiration dates between November 2015 and March 2021. |
9_Stockbased_Compensation
9. Stock-based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Stock-based Compensation | Stock Compensation Plans | ||||||||||||||||
Our stock-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. We have the following stock-based compensation plans and programs: | |||||||||||||||||
During 1998, we adopted the 1998 Stock Option Plan (the “1998 Plan”). An aggregate of 285,714 shares of common stock were reserved for issuance upon the exercise of options granted under the 1998 Plan. In September 2005, the shareholders approved an increase in the number of shares available for issuance to 714,285 shares. The 1998 Plan expired on August 31, 2008. The options are exercisable for up to ten years from the grant date. As of December 31, 2014, there were outstanding options to purchase 415,709 share of Company common stock under the 1998 Plan. | |||||||||||||||||
Subsequent to the expiration of the 1998 Plan, the Company issued, outside of the 1998 Plan, non-incentive stock options for an aggregate of 1,243,584 shares of Company common stock. Of this amount, 858,634 remain outstanding. | |||||||||||||||||
During 2013, we adopted the 2013 Performance Incentive Plan (the “2013 Plan”), which allows us to grant options or restricted stock units to all employees, including executive officers, outside consultants and non-employee directors. An aggregate of 142,857 shares of common stock were reserved for issuance upon the exercise of options granted under the 2013 Plan. Option vesting periods are generally four years for the 2013 Plan. Options granted under this plan generally expire ten years from the effective date of grant. As of December 31, 2014, there were outstanding options to purchase 116,427 share of Company common stock and no unvested restricted stock units outstanding under the 2013 Plan. | |||||||||||||||||
Issuance of Shares | |||||||||||||||||
When options and warrants are exercised, it is the Company’s policy to issue new shares. | |||||||||||||||||
Stock Option Activity | |||||||||||||||||
The following is a summary of stock option activity under our stock option plans for 2014 and 2013, and the status of stock options outstanding at December 31, 2014 and 2013: | |||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Wtd. Avg. | Wtd. Avg. | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Outstanding at beginning of year | 1,417,309 | $ | 1.36 | 1,452,082 | $ | 1.24 | |||||||||||
Granted | 95,000 | 3.36 | 21,427 | 9.67 | |||||||||||||
Exercised | (68,520 | ) | 1.22 | (25,419 | ) | 1 | |||||||||||
Forfeited | (49,895 | ) | 1.51 | (29,001 | ) | 1.56 | |||||||||||
Expired - vested | (3,124 | ) | 2.23 | (1,780 | ) | 1.12 | |||||||||||
Outstanding at end of year | 1,390,770 | $ | 1.5 | 1,417,309 | $ | 1.36 | |||||||||||
Stock options exercisable at year end | 1,225,358 | $ | 1.33 | 1,177,588 | $ | 1.19 | |||||||||||
Weighted average fair value of options granted was $2.84 and $8.20 per share for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
During the year ended December 31, 2014, stock options covering 68,520 shares of common stock with a total intrinsic value of $155,704 were exercised. During the year ended December 31, 2013, stock options covering 25,419 shares of common stock with a total intrinsic value of $73,627 were exercised. | |||||||||||||||||
As of December 31, 2014, there was $571,401 of aggregate intrinsic value of outstanding stock options, including $549,184 of aggregate intrinsic value of exercisable stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of 2014 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options as of December 31, 2014. This amount will change based on the fair market value of the Company’s stock. | |||||||||||||||||
The following table summarizes information about stock options outstanding at December 31, 2014: | |||||||||||||||||
Number | Weighted Average | ||||||||||||||||
Range of | Outstanding at | Remaining | Weighted Average | ||||||||||||||
Exercise Prices | 31-Dec-14 | Contractual Life | Exercise Price | ||||||||||||||
$ | 0.49-$1.00 | 167,853 | 2.95 | $ | 0.92 | ||||||||||||
$ | 1.01-$1.30 | 758,507 | 4.43 | $ | 1.14 | ||||||||||||
$ | 1.31-$2.00 | 333,699 | 5.51 | $ | 1.43 | ||||||||||||
$ | 2.01-$10.75 | 130,711 | 9.15 | $ | 4.49 | ||||||||||||
1,390,770 | 4.95 | $ | 1.5 | ||||||||||||||
The weighted average remaining contractual life of exercisable options at December 31, 2014, is 4.49 years. Total unrecognized compensation cost at December 31, 2014 of $327,705 is expected to be recognized over a weighted average period of 2.9 years. | |||||||||||||||||
Restricted Stock Unit Activity | |||||||||||||||||
During 2013, we granted 4,762 restricted stock units to a Director under the 2013 Plan. The stock units were granted at the price of $10.50 per share, which was the fair value of the stock on the grant date. The Company recognized $50,000 in stock compensation related to this grant in 2013, which is included in general and administrative expenses. This grant was converted to Common Stock upon grant, as it was fully vested on the date of the grant. As of December 31, 2014, there were no restricted stock units outstanding. |
10_Commitments_Contingencies
10. Commitments & Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes to Financial Statements | |||||
Commitments & Contingencies | Leases | ||||
On August 19, 2014 we signed an amendment to our lease agreement, which expanded the premises leased by the Company from the landlord from approximately 26,000 to approximately 30,000 rentable square feet. The term of the lease continues until July 31, 2021 with two options to extend the term of the lease, each of which is for an additional period of five years, with the first extension term commencing, if at all, on August 1, 2021, and the second extension term commencing, if at all, immediately following the expiration of the first extension term. In accordance with the amended lease agreement, our monthly base rent increased to approximately $59,700 effective January 1, 2015, with scheduled annual increases each August and again in October for the most recent amendment. The Company is also required to pay an amount equal to the Company’s proportionate share of certain taxes and operating expenses. | |||||
The following is a schedule of future minimum lease payments required under the facility leases as of December 31, 2014: | |||||
Year Ending | |||||
31-Dec | |||||
2015 | $ | 662,000 | |||
2016 | 676,000 | ||||
2017 | 690,000 | ||||
2018 | 704,000 | ||||
2019 | 718,000 | ||||
Thereafter | 1,166,000 | ||||
Total | $ | 4,616,000 | |||
Rental expense for this facility lease for the years ended December 31, 2014 and 2013 totaled $728,086 and $625,131, respectively. These amounts include the Company’s proportionate share of property taxes and other operating expenses as defined by the lease. | |||||
Employment agreements | |||||
We have employment agreements with the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Operating Officer, Vice President, Marketing and Vice President, Global Sales. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. In addition, the agreement with the Chief Executive Officer provides for incentive bonuses at the discretion of the Board of Directors. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the officer or upon the officer resigning for good reason. | |||||
biologistex | |||||
Our agreement to form the biologistex joint venture requires us to make an initial capital contribution of $2.4 million. As of December 31, 2014 the remaining capital contribution commitment is $2.4 million. In addition, we agreed to pay SAVSU $1 million in consideration of SAVSU’s participation in biologistex. As of December 31, 2014, we have recorded $0.3 million related to this commitment. If certain performance requirements are met, these payments to SAVSU will be made in monthly increments for twelve months. In addition, biologistex is required to purchase approximately $2.6 million in Smart Containers from SAVSU. See “Note 1. Organization and Significant Accounting Policies – Recent Developments – biologistex Joint Venture” for more information. | |||||
Litigation | |||||
From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, none of which are currently material to the Company's business. |
1_Organization_and_Significant1
1. Organization and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. | ||||||||
Use of estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||
Net loss per share | Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using the weighted average number of common shares outstanding plus dilutive common stock equivalents outstanding during the period. Common stock equivalents are excluded for the years ending December 31, 2014 and 2013 since the effect is anti-dilutive due to the Company’s net losses. Common stock equivalents include stock options and warrants. | ||||||||
Basic weighted average common shares outstanding, and the potentially dilutive securities excluded from loss per share computations because they are antidilutive, are as follows for the years ended December 31, 2014 and 2013: | |||||||||
2013 | |||||||||
2014 | |||||||||
Basic and diluted weighted average common stock shares outstanding | 10,447,030 | 5,007,999 | |||||||
Potentially dilutive securities excluded from loss per share computations: | |||||||||
Common stock options | 1,390,770 | 1,417,309 | |||||||
Common stock purchase warrants | 7,428,141 | 517,858 | |||||||
Cash and cash equivalents | Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that this results in any significant credit risk. | ||||||||
No cash was paid for either interest expense or income taxes for the years ended December 31, 2014 and 2013. | |||||||||
Investments | The Company's investments consist primarily of commercial paper, corporate debt, and other debt securities. Investments are classified as available-for-sale and are reported at fair value based on quoted market prices with unrealized gains and losses, net of applicable taxes, recorded in accumulated other comprehensive income (loss), a component of shareholders' equity. The realized gains and losses for available-for-sale securities are included in other income and expense in the Consolidated Statements of Operations. Realized gains and losses are calculated based on the specific identification method. | ||||||||
The Company monitors its investment portfolio for impairment on a periodic basis. When the amortized cost basis of an investment exceeds its fair value and the decline in value is determined to be an other-than-temporary decline, and when the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt securities prior to recovery of its amortized cost basis, the Company records an impairment charge in the amount of the credit loss and the balance, if any, to other comprehensive income (loss). | |||||||||
Inventories | Inventories represent biopreservation solutions and raw materials and are stated at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. | ||||||||
Accounts receivable | Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. We provide an allowance for doubtful accounts based on an evaluation of customer account balances past due ninety days from the date of invoicing. Accounts considered uncollectible are charged against the established allowance. | ||||||||
Property and equipment | Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to ten years. | ||||||||
Intangible asset | Our intangible asset represents exclusive distribution rights to the Smart Containers associated with our biologistex CCM, LLC joint venture discussed previously. The intangible asset was recorded at its fair value of $2,215,385 at the date contributed. We will review the intangible asset for impairment whenever an impairment indicator exists. We will assess recoverability by determining whether the carrying value of such asset will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we will recognize an impairment loss based on any excess of the carrying amount over the fair value of the assets. We did not recognize any intangible asset impairment charges in 2014. We will amortize this asset over its estimated useful life of 20 years, the life of the distribution agreement with SAVSU with expected amortization of $0.1 million per year. Amortization is expected to begin in the first quarter of 2015 with the initial commercial shipments of the Smart Containers. Amortization is based on the pattern in which the economic benefits of the intangible asset will be consumed or on a straight-line basis when the consumption pattern is not apparent. | ||||||||
Deferred Financing Costs | Deferred financing costs consisted of fees associated with obtaining or restructuring debt. All unamortized deferred financing costs were recorded in equity in connection with the conversion of our notes payable on March 25, 2014 as discussed previously. | ||||||||
Deferred Rent | For our operating leases, we recognize rent expense on a straight-line basis over the terms of the leases and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Landlord-funded leasehold improvements, to the extent the improvements are not landlord property upon lease termination, are also recorded as deferred rent liabilities and are amortized as a reduction of rent expense over the non-cancelable term of the related operating lease. | ||||||||
Revenue recognition | We recognize product revenue, including shipping and handling charges billed to customers, upon shipment of product when title and risk of loss pass to customers. Shipping and handling costs are classified as part of cost of product sales. We may also receive fees from our contract manufacturing customers for validation of the manufacturing process. This typically occurs prior to production for those customers and revenue is recognized upon successful completion of all obligations related to the validation process. | ||||||||
During the first quarter of 2013, we negotiated a new intellectual property license agreement that provides one customer with limited access to our intellectual property under certain conditions. This customer paid upfront fees for the specific rights and there are no future performance obligations. The upfront fee of $500,000 was recognized as licensing revenue during 2013 and $109,167 in deferred revenue associated with this customer was recognized as all future performance obligations associated with the previous license agreements were cancelled with the agreement signed in the first quarter of 2013. | |||||||||
Income taxes | We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization of deferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not that the asset will not be realized. | ||||||||
We have not recorded any liabilities for uncertain tax positions or any related interest and penalties. Our tax returns are open to audit for years ending December 31, 2011 to 2014. | |||||||||
Advertising | Advertising costs are expensed as incurred and totaled $19,584 and $4,725 for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Operating segments | As described above, our activities are directed in the life sciences field of biopreservation products and services. As of December 31, 2014 and 2013 this is the Company’s only operating unit and segment. | ||||||||
Concentrations of credit risk and business risk | In 2014 and 2013, we derived approximately 18% and 49%, respectively, of our revenue from our relationship with one contract manufacturing customer. In 2014 we derived approximately 11% of our revenue from one other customer and in 2013, we derived approximately 14% of our revenue from one other customer, which included license revenue and core product revenue. No other customer accounted for more than 10% of revenue in 2014 or 2013. At December 31, 2014, two customers accounted for 25% of gross accounts receivable. At December 31, 2013, three customers accounted for approximately 64% of total gross accounts receivable. | ||||||||
Revenue from customers located in foreign countries represented 16% and 9% of total revenue during the years ended December 31, 2014 and 2013, respectively. | |||||||||
Research and development | Research and development costs are expensed as incurred. | ||||||||
Stock-based compensation | We use the Black-Scholes option pricing model as our method of valuation for stock option awards. Restricted stock unit grants are valued at the fair value of our common stock on the date of grant. Share-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. Our determination of the fair value of stock option awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period estimates are revised. Although the fair value of stock option awards is determined in accordance with authoritative guidance, the Black-Scholes option pricing model requires the input of highly subjective assumptions and other reasonable assumptions could provide differing results. Share-based compensation expense is recognized ratably over the applicable requisite service period based on the fair value of such share-based awards on the grant date. | ||||||||
The fair value of options at the date of grant is determined under the Black-Scholes option pricing model. During the years ended December 31, 2014 and 2013, the following weighted-average assumptions were used: | |||||||||
Assumptions | 2014 | 2013 | |||||||
Risk-free rate | 2.01 | % | 2.25 | % | |||||
Annual rate of dividends | –– | –– | |||||||
Historical volatility | 105.2 | % | 105.2 | % | |||||
Expected life | 7.0 years | 7.0 years | |||||||
The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. We do not anticipate declaring dividends in the foreseeable future. Volatility was based on historical data. We utilize the simplified method in determining option lives. The simplified method is used due to the fact that we have had significant structural changes in our business such that our historical exercise data may not provide a reasonable basis to estimate option lives. | |||||||||
We recognize compensation expense for only the portion of options that are expected to vest. Therefore, management applies an estimated forfeiture rate that is derived from historical employee termination data. The estimated forfeiture rate applied for the years ended December 31, 2014 and 2013 was 7.00%. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. Our stock price volatility, option lives and expected forfeiture rates involve management’s best estimates at the time of such determination, all of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option. | |||||||||
Recent accounting pronouncements | On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2017. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. | ||||||||
With the exception of the new revenue standard discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our Consolidated Financial Statements. |
1_Organization_and_Significant2
1. Organization and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Organization And Significant Accounting Policies Tables | |||||||||
Potentially dilutive securities | 2013 | ||||||||
2014 | |||||||||
Basic and diluted weighted average common stock shares outstanding | 10,447,030 | 5,007,999 | |||||||
Potentially dilutive securities excluded from loss per share computations: | |||||||||
Common stock options | 1,390,770 | 1,417,309 | |||||||
Common stock purchase warrants | 7,428,141 | 517,858 | |||||||
Schedule of weighted-average assumptions | Assumptions | 2014 | 2013 | ||||||
Risk-free rate | 2.01 | % | 2.25 | % | |||||
Annual rate of dividends | –– | –– | |||||||
Historical volatility | 105.2 | % | 105.2 | % | |||||
Expected life | 7.0 years | 7.0 years |
2_Accumulated_Other_Comprehens1
2. Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Equity [Abstract] | |||||
Changes in Accumulated Other Comprehensive Loss | Year Ended December 31, 2014 | ||||
Beginning Balance | $ | –– | |||
Unrealized Loss on Investments, Current Period | -6,448 | ||||
Ending Balance | $ | -6,448 |
3_Fair_Value_Measurement_Table
3. Fair Value Measurement (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Assets Measured on Recurring Basis | As of December 31, 2014 | Level 1 | Level 2 | Total | |||||||||
Bank deposits | $ | 972,891 | $ | — | $ | 972,891 | |||||||
Money market funds | 1,565,867 | — | 1,565,867 | ||||||||||
Cash and cash equivalents | 2,538,758 | — | 2,538,758 | ||||||||||
Corporate debt securities | 6,799,702 | — | 6,799,702 | ||||||||||
Commercial paper | 599,934 | — | 599,934 | ||||||||||
Short term investments | 7,399,636 | — | 7,399,636 | ||||||||||
Total | $ | 9,938,394 | $ | — | $ | 9,938,394 | |||||||
As of December 31, 2013 | Level 1 | Level 2 | Total | ||||||||||
Bank deposits | $ | 156,273 | $ | — | $ | 156,273 | |||||||
Total | $ | 156,273 | $ | — | $ | 156,273 |
4_Short_Term_Investments_Table
4. Short Term Investments (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Schedule of Investments [Abstract] | ||||||||||||||
Amortized cost and fair value of short term investments | ||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||
Corporate debt securities | $ | 6,806,150 | $ | — | $ | (6,448 | ) | $ | 6,799,702 | |||||
Commercial paper | 599,934 | — | $ | — | 599,934 | |||||||||
Total marketable securities | $ | 7,406,084 | $ | — | $ | (6,448 | ) | $ | 7,399,636 | |||||
Amortized cost and fair value of short term investments by contractual maturity | ||||||||||||||
Amortized Cost | Fair Value | |||||||||||||
Due in 1 year or less | $ | 6,804,123 | $ | 6,798,892 | ||||||||||
Due in 1-2 years | 601,961 | 600,744 | ||||||||||||
Total marketable securities | $ | 7,406,084 | $ | 7,399,636 |
5_Inventories_Tables
5. Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Inventories | 2014 | 2013 | |||||||
Raw materials | $ | 362,656 | $ | 334,031 | |||||
Work in progress | 79,012 | 14,570 | |||||||
Finished goods | 523,556 | 72,323 | |||||||
Total | $ | 965,224 | $ | 420,924 |
6_Deferred_Rent_Tables
6. Deferred Rent (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Deferred rent | 2014 | 2013 | |||||||
Landlord-funded leasehold improvements | $ | 1,124,790 | $ | 1,047,026 | |||||
Less accumulated amortization | (248,531 | ) | (133,063 | ) | |||||
Total (current portion $130,216 and $111,250 at December 31, 2014 and 2013, respectively) | 876,259 | 913,963 | |||||||
Straight line rent adjustment | 128,782 | 89,273 | |||||||
Total deferred rent | $ | 1,005,041 | $ | 1,003,236 |
7_Income_Taxes_Tables
7. Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income tax reconciliation | 2014 | 2013 | |||||||
Federal tax (benefit) at statutory rate | $ | (1,122,270 | ) | $ | (368,614 | ) | |||
Change in valuation allowance | 1,122,900 | 342,174 | |||||||
Other | (630 | ) | 26,440 | ||||||
Provision for income taxes, net | $ | –– | $ | –– | |||||
Deferred taxes | 2014 | 2013 | |||||||
Deferred tax assets (liabilities) | |||||||||
Net operating loss carryforwards | $ | 10,046,713 | $ | 7,836,904 | |||||
Accrued compensation | 170,161 | 155,084 | |||||||
Depreciation | 14,282 | 13,185 | |||||||
Stock-based compensation | 434,740 | 375,678 | |||||||
Accrued related party interest | –– | 1,190,547 | |||||||
Other | 42,318 | 13,916 | |||||||
Total | 10,708,214 | 9,585,314 | |||||||
Less: Valuation allowance | (10,708,214 | ) | (9,585,314 | ) | |||||
Net deferred tax asset | $ | –– | $ | –– | |||||
Operating loss tax carryforwards | Year of Expiration | Net Operating Losses | |||||||
2018 | $ | 1,425,000 | |||||||
2019 | 1,234,000 | ||||||||
2020 | 2,849,000 | ||||||||
2021 | 4,168,000 | ||||||||
2023 | 1,217,000 | ||||||||
2024 | 646,000 | ||||||||
2025 | 589,000 | ||||||||
2026 | 873,000 | ||||||||
2027 | 2,607,000 | ||||||||
2028 | 2,512,000 | ||||||||
2029 | 2,196,000 | ||||||||
2030 | 1,232,000 | ||||||||
2031 | 1,028,000 | ||||||||
2032 | 437,000 | ||||||||
2033 | 37,000 | ||||||||
2034 | 6,499,000 | ||||||||
Total | $ | 29,549,000 |
8_Warrants_Tables
8. Warrants (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Warrants Tables | |||||||||||||||||
Warrants | Year Ended | Year Ended | |||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Wtd. Avg. | Wtd. Avg. | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Outstanding at beginning of year | 517,858 | $ | 1.02 | 551,339 | $ | 0.98 | |||||||||||
Granted | 6,910,283 | 4.75 | –– | –– | |||||||||||||
Exercised | –– | –– | (22,321 | ) | 1.12 | ||||||||||||
Forfeited/Expired | –– | –– | (11,160 | ) | 1.12 | ||||||||||||
Outstanding and exercisable at end of year | 7,428,141 | $ | 4.49 | 517,858 | $ | 1.02 |
9_Sharebased_Compensation_Tabl
9. Share-based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Summary of stock option activity | Year Ended | Year Ended | |||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Wtd. Avg. | Wtd. Avg. | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Outstanding at beginning of year | 1,417,309 | $ | 1.36 | 1,452,082 | $ | 1.24 | |||||||||||
Granted | 95,000 | 3.36 | 21,427 | 9.67 | |||||||||||||
Exercised | (68,520 | ) | 1.22 | (25,419 | ) | 1 | |||||||||||
Forfeited | (49,895 | ) | 1.51 | (29,001 | ) | 1.56 | |||||||||||
Expired - vested | (3,124 | ) | 2.23 | (1,780 | ) | 1.12 | |||||||||||
Outstanding at end of year | 1,390,770 | $ | 1.5 | 1,417,309 | $ | 1.36 | |||||||||||
Stock options exercisable at year end | 1,225,358 | $ | 1.33 | 1,177,588 | $ | 1.19 | |||||||||||
Stock options outstanding by price range | Number | Weighted Average | |||||||||||||||
Range of | Outstanding at | Remaining | Weighted Average | ||||||||||||||
Exercise Prices | 31-Dec-14 | Contractual Life | Exercise Price | ||||||||||||||
$ | 0.49-$1.00 | 167,853 | 2.95 | $ | 0.92 | ||||||||||||
$ | 1.01-$1.30 | 758,507 | 4.43 | $ | 1.14 | ||||||||||||
$ | 1.31-$2.00 | 333,699 | 5.51 | $ | 1.43 | ||||||||||||
$ | 2.01-$10.75 | 130,711 | 9.15 | $ | 4.49 | ||||||||||||
1,390,770 | 4.95 | $ | 1.5 |
10_Commitments_Contingencies_T
10. Commitments & Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes to Financial Statements | |||||
Schedule of future minimum lease payments | Year Ending | ||||
31-Dec | |||||
2015 | $ | 662,000 | |||
2016 | 676,000 | ||||
2017 | 690,000 | ||||
2018 | 704,000 | ||||
2019 | 718,000 | ||||
Thereafter | 1,166,000 | ||||
Total | $ | 4,616,000 | |||
1_Organization_and_Significant3
1. Organization and Significant Accounting Policies - Potentially dilutive securities (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Basic and diluted weighted average common stock shares outstanding | 10,447,030 | 5,007,999 |
Common stock options | ||
Potentially dilutive securities excluded from loss per share computations: | ||
Shares | 1,390,770 | 1,417,309 |
Warrants | ||
Potentially dilutive securities excluded from loss per share computations: | ||
Shares | 7,428,141 | 517,858 |
1_Organization_and_Significant4
1. Organization and Significant Accounting Policies - Assumptions (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Assumptions | ||
Risk-free rate | 2.01% | 2.25% |
Annual rate of dividends | 0.00% | 0.00% |
Historical volatility | 105.20% | 105.20% |
Expected life | 7 years | 7 years |
1_Organization_and_Significant5
1. Organization and Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Advertising costs | $19,584 | $4,725 |
Revenue from customers located in foreign countries | 16% | 9% |
One contract manufacturing customer percentage of revenue | ||
Concentration of risk | 18.00% | 49.00% |
One license revenue and core product revenue customer percentage of revenue | ||
Concentration of risk | 11.00% | 14.00% |
Two customers percentage of accounts receivable | ||
Concentration of risk | 25.00% | |
Three customers percentage of accounts receivable | ||
Concentration of risk | 64.00% |
2_Accumulated_Other_Comprehens2
2. Accumulated Other Comprehensive Loss (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Beginning Balance | $0 |
Unrealized Loss on Investments, Current Period | -6,448 |
Ending Balance | ($6,448) |
3_Fair_Value_Measurement_Detai
3. Fair Value Measurement (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Bank deposits | $972,891 | $156,273 |
Money market funds | 1,565,867 | 0 |
Cash and cash equivalents | 2,538,758 | 0 |
Corporate debt securities | 6,799,702 | 0 |
Commercial paper | 599,934 | 0 |
Short term investments | 7,399,636 | 0 |
Total | 9,938,394 | 156,273 |
Level 1 | ||
Bank deposits | 972,891 | 156,273 |
Money market funds | 1,565,867 | 0 |
Cash and cash equivalents | 2,538,758 | 0 |
Corporate debt securities | 6,799,702 | 0 |
Commercial paper | 599,934 | 0 |
Short term investments | 7,399,636 | 0 |
Total | 9,938,394 | 156,273 |
Level 2 | ||
Bank deposits | 0 | 0 |
Money market funds | 0 | 0 |
Cash and cash equivalents | 0 | 0 |
Corporate debt securities | 0 | 0 |
Commercial paper | 0 | 0 |
Short term investments | 0 | 0 |
Total | $0 | $0 |
4_Short_Term_Investments_Detai
4. Short Term Investments (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Amortized Cost | $7,406,084 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | -6,448 | |
Fair Value | 7,399,636 | 0 |
Corporate debt securities | ||
Amortized Cost | 6,806,150 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | -6,448 | |
Fair Value | 6,799,702 | |
Commercial paper | ||
Amortized Cost | 599,934 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $599,934 |
4_Short_Term_Investments_Detai1
4. Short Term Investments (Details 1) (USD $) | Dec. 31, 2014 |
Amortized Cost | |
Due in 1 year or less | $6,804,123 |
Due in 1-2 years | 601,961 |
Total marketable securities | 7,406,084 |
Fair Value | |
Due in 1 year or less | 6,798,892 |
Due in 1-2 years | 600,744 |
Total marketable securities | $7,399,636 |
5_Inventories_Details
5. Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventories Details | ||
Raw materials | $362,656 | $334,031 |
Work in progress | 79,012 | 14,570 |
Finished goods | 523,556 | 72,323 |
Total | $965,224 | $420,924 |
6_Deferred_Rent_Details
6. Deferred Rent (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Rent Details | ||
Landlord-funded leasehold improvements | $1,124,790 | $1,047,026 |
Less accumulated amortization | -248,531 | -133,063 |
Total (current portion $130,216 and $111,250 at December 31, 2014 and 2013, respectively) | 876,259 | 913,963 |
Straight line rent adjustment | 128,782 | 89,273 |
Total deferred rent | $1,005,041 | $1,003,236 |
6_Deferred_Rent_Details_Narrat
6. Deferred Rent (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred rent | $39,509 | $995 |
Landlord Funded Leasehold Improvements [Member] | ||
Deferred rent | 125,000 | 191,583 |
Payment offset to landlord | 47,237 | 45,546 |
Deferred rent amortization | $115,468 | $93,876 |
7_Income_Taxes_Provision_for_i
7. Income Taxes - Provision for income taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes - Provision For Income Taxes Details | ||
Federal tax (benefit) at statutory rate | ($1,122,270) | ($368,614) |
Change in valuation allowance | 1,122,900 | 342,174 |
Other | -630 | 26,440 |
Provision for income taxes, net | $0 | $0 |
7_Income_Taxes_Deferred_tax_as
7. Income Taxes - Deferred tax asset (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets (liabilities) | ||
Net operating loss carryforwards | $10,046,113 | $7,836,904 |
Accrued compensation | 170,161 | 155,084 |
Depreciation | 14,282 | 13,185 |
Stock-based compensation | 434,740 | 375,678 |
Accrued related party interest | 0 | 1,190,547 |
Other | 42,318 | 13,916 |
Total | 10,708,214 | 9,585,314 |
Less: Valuation allowance | -10,708,214 | -9,585,314 |
Net deferred tax asset | $0 | $0 |
7_Income_Taxes_Operating_loss_
7. Income Taxes - Operating loss tax carryforward (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Net Operating losses | $29,549,000 |
Year 1 | |
Year of expiration | 1-Jan-18 |
Net Operating losses | 1,425,000 |
Year 2 | |
Year of expiration | 1-Jan-19 |
Net Operating losses | 1,234,000 |
Year 3 | |
Year of expiration | 1-Jan-20 |
Net Operating losses | 2,849,000 |
Year 4 | |
Year of expiration | 1-Jan-21 |
Net Operating losses | 4,168,000 |
Year 5 | |
Year of expiration | 1-Jan-23 |
Net Operating losses | 1,217,000 |
Year 6 | |
Year of expiration | 1-Jan-24 |
Net Operating losses | 646,000 |
Year 7 | |
Year of expiration | 1-Jan-25 |
Net Operating losses | 589,000 |
Year 8 | |
Year of expiration | 1-Jan-26 |
Net Operating losses | 873,000 |
Year 9 | |
Year of expiration | 1-Jan-27 |
Net Operating losses | 2,607,000 |
Year 10 | |
Year of expiration | 1-Jan-28 |
Net Operating losses | 2,512,000 |
Year 11 | |
Year of expiration | 1-Jan-29 |
Net Operating losses | 2,196,000 |
Year 12 | |
Year of expiration | 1-Jan-30 |
Net Operating losses | 1,232,000 |
Year 13 | |
Year of expiration | 1-Jan-31 |
Net Operating losses | 1,028,000 |
Year 14 | |
Year of expiration | 1-Jan-32 |
Net Operating losses | 437,000 |
Year 15 | |
Year of expiration | 1-Jan-33 |
Net Operating losses | 37,000 |
Year 16 | |
Year of expiration | 1-Jan-34 |
Net Operating losses | $6,499,000 |
8_Warrants_Details
8. Warrants (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Wtd. Avg. Exercise Price | ||
Outstanding at end of year | $1.50 | |
Warrants | ||
Shares | ||
Outstanding at beginning of year | 517,858 | 551,339 |
Granted | 6,910,283 | 0 |
Exercised | 0 | -22,321 |
Forfeited/Expired | 0 | -11,160 |
Outstanding at ending of year | 7,428,141 | 517,858 |
Exercisable at year end | 7,428,141 | 517,858 |
Wtd. Avg. Exercise Price | ||
Outstanding at beginning of year | $1.02 | $0.98 |
Granted | $4.75 | $0 |
Exercised | $0 | $1.12 |
Forfeited | $0 | $1.12 |
Outstanding at end of year | $4.49 | $1.02 |
Exercisable at year end | $4.49 | $1.02 |
9_Sharebased_Compensation_Opti
9. Share-based Compensation - Option activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | ||
Outstanding at end of year, Shares | 1,390,770 | |
Wtd. Avg Exercise Price | ||
Outstanding at end of year | $1.50 | |
Common stock options | ||
Number of Shares | ||
Outstanding at beginning of year, Shares | 1,417,309 | 1,452,082 |
Granted, Shares | 95,000 | 21,427 |
Exercised, Shares | -68,520 | -25,419 |
Forfeited, Shares | -49,895 | -29,001 |
Expired, Shares | ($3,124) | ($1,780) |
Outstanding at end of year, Shares | 1,390,770 | 1,417,309 |
Stock options exercisable at end of year, Shares | 1,225,358 | 1,177,588 |
Wtd. Avg Exercise Price | ||
Outstanding at beginning of year | $1.36 | $1.24 |
Granted, Wtd. Avg. Shares Exercise Price | $3.36 | $9.67 |
Exercised, Wtd. Avg. Shares Exercise Price | $1.22 | $1 |
Forfeited, Wtd. Avg. Shares Exercise Price | $1.51 | $1.56 |
Expired, Wtd. Avg. Shares Exercise Price | $2.23 | $1.12 |
Outstanding at end of year | $1.50 | $1.36 |
Stock options exercisable at end of year, Wtd. Avg. Shares Exercise Price | $1.33 | $1.19 |
9_StockBased_Compensation_Rang
9. Stock-Based Compensation - Ranges for options outstanding (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Outstanding at end of year, Shares | 1,390,770 |
Weighted Average Remaining Contractual Life | 4 years 11 months 12 days |
Wtd. Avg Exercise Price | |
Outstanding at end of year | $1.50 |
0.49-$1.00 | |
Outstanding at end of year, Shares | 167,853 |
Weighted Average Remaining Contractual Life | 2 years 11 months 12 days |
Wtd. Avg Exercise Price | |
Outstanding at end of year | $0.92 |
1.01-$1.30 | |
Outstanding at end of year, Shares | 758,507 |
Weighted Average Remaining Contractual Life | 4 years 5 months 5 days |
Wtd. Avg Exercise Price | |
Outstanding at end of year | $1.14 |
1.31-$2.00 | |
Outstanding at end of year, Shares | 333,699 |
Weighted Average Remaining Contractual Life | 5 years 6 months 4 days |
Wtd. Avg Exercise Price | |
Outstanding at end of year | $1.43 |
2.01-$10.50 | |
Outstanding at end of year, Shares | 130,711 |
Weighted Average Remaining Contractual Life | 9 years 1 month 24 days |
Wtd. Avg Exercise Price | |
Outstanding at end of year | $4.49 |
10_Commitments_Contingencies_D
10. Commitments & Contingencies (Details) (USD $) | Dec. 31, 2014 |
Notes to Financial Statements | |
2015 | $662,000 |
2016 | 676,000 |
2017 | 690,000 |
2018 | 704,000 |
2019 | 718,000 |
Thereafter | 1,166,000 |
Total | $4,616,000 |
10_Commitments_Contingencies_D1
10. Commitments & Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments Contingencies Details Narrative | ||
Rental expense | $728,086 | $625,131 |