Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 08, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | DERMA SCIENCES, INC. | |
Entity Central Index Key | 892,160 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | DSCI | |
Entity Common Stock, Shares Outstanding | 28,269,225 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | [1] |
Current Assets | |||
Cash and cash equivalents | $ 25,974,166 | $ 15,814,205 | |
Short-term investments | 15,000,000 | 25,003,990 | |
Accounts receivable, net of allowances of $3,089,492 and $667,826, respectively | 10,697,668 | 6,307,148 | |
Inventories | 14,393,173 | 16,351,013 | |
Current portion of notes receivable | 938,677 | 0 | |
Prepaid expenses and other current assets | 1,680,343 | 1,406,799 | |
Current assets of discontinued operations | 577,762 | 7,172,095 | |
Total current assets | 69,261,789 | 72,055,250 | |
Long-term equity investment | 15,426,148 | 16,110,178 | |
Long-term portion of notes receivable | 2,086,879 | 0 | |
Equipment and improvements, net of accumulated depreciation and amortization of $7,838,929 and $7,158,155, respectively | 4,474,165 | 4,025,811 | |
Identifiable intangible assets, net of accumulated amortization of $14,915,522 and $12,805,688, respectively | 24,951,604 | 9,441,188 | |
Goodwill | 64,590,456 | 8,778,009 | |
Other assets | 103,820 | 99,385 | |
Long-term assets of discontinued operations | 0 | 5,221,689 | |
Total assets | 180,894,861 | 115,731,510 | |
Current Liabilities | |||
Accounts payable | 3,194,480 | 3,283,581 | |
Accrued expenses and other current liabilities | 8,193,998 | 6,297,691 | |
Current portion of contingent consideration | 42,078,758 | 0 | |
Current liabilities of discontinued operations | 120,192 | 4,905,489 | |
Total current liabilities | 53,587,428 | 14,486,761 | |
Long-term portion of contingent consideration | 12,372,775 | 0 | |
Long-term liabilities | 498,055 | 1,014,378 | |
Deferred tax liability | 2,023,906 | 920,879 | |
Long-term liabilities of discontinued operations | 0 | 883,637 | |
Total liabilities | 68,482,164 | 17,305,655 | |
Commitments and contingencies (Notes 3 and 13) | |||
Stockholders’ Equity | |||
Convertible preferred stock, $.01 par value; shares authorized 1,468,750; issued and outstanding 73,332 at September 30, 2016 and December 31, 2015 (liquidation preference of $3,222,368 at September 30, 2016) | 733 | 733 | |
Common stock, $.01 par value; shares authorized 50,000,000; issued and outstanding 28,269,225 at September 30, 2016 and 25,876,870 at December 31, 2015 | 282,692 | 258,769 | |
Additional paid-in capital | 248,140,518 | 234,943,291 | |
Accumulated other comprehensive income | 7,205,384 | 5,272,908 | |
Accumulated deficit | (143,216,630) | (142,049,846) | |
Total stockholders’ equity | 112,412,697 | 98,425,855 | |
Total liabilities and stockholders’ equity | $ 180,894,861 | $ 115,731,510 | |
[1] | Reclassified for discontinued operations. See note 2. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts receivable, allowances | $ 3,089,492 | $ 667,826 |
Equipment and improvements, accumulated depreciation and amortization | 7,838,929 | 7,158,155 |
Identifiable intangible assets, accumulated amortization | $ 14,915,522 | $ 12,805,688 |
Convertible preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 1,468,750 | 1,468,750 |
Convertible preferred stock, shares issued | 73,332 | 73,332 |
Convertible preferred stock, shares outstanding | 73,332 | 73,332 |
Convertible preferred stock, liquidation preference | $ 3,222,368 | |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 28,269,225 | 25,876,870 |
Common stock, shares outstanding | 28,269,225 | 25,876,870 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | [1] | Sep. 30, 2016 | Sep. 30, 2015 | [1] | |
Net Sales | $ 21,809,526 | $ 17,787,527 | $ 55,525,732 | $ 51,371,639 | ||
Cost of sales | 11,103,064 | 10,491,932 | 30,754,229 | 30,310,463 | ||
Gross Profit | 10,706,462 | 7,295,595 | 24,771,503 | 21,061,176 | ||
Operating Expenses | ||||||
Selling, general and administrative | 13,694,540 | 12,228,883 | 32,726,074 | 38,053,638 | ||
Acquisition related | 2,734,653 | 0 | 2,892,713 | 0 | ||
Research and development | 76,274 | 120,386 | 76,274 | 703,511 | ||
Total operating expenses | 16,505,467 | 12,349,269 | 35,695,061 | 38,757,149 | ||
Operating loss | (5,799,005) | (5,053,674) | (10,923,558) | (17,695,973) | ||
Other expense, net | (230,571) | (672,259) | 4,572,570 | (159,533) | ||
Loss from continuing operations before income taxes | (6,029,576) | (5,725,933) | (6,350,988) | (17,855,506) | ||
Income tax benefit | 1,456,277 | 1,051,892 | 1,394,120 | 755,108 | ||
Net Loss from Continuing Operations | (4,573,299) | (4,674,041) | (4,956,868) | (17,100,398) | ||
Discontinued Operations | ||||||
Loss from discontinued DSC 127 program | 0 | (4,851,892) | 0 | (13,231,893) | ||
Income from discontinued FAD operations | 261,658 | 591,202 | 1,115,583 | 1,558,380 | ||
Gain on sale of FAD business | 3,755,205 | 0 | 3,755,205 | 0 | ||
Income tax provision | (835,135) | (28,071) | (1,080,704) | (84,179) | ||
Income (Loss) from Discontinued Operations | 3,181,728 | (4,288,761) | 3,790,084 | (11,757,692) | ||
Net Loss | $ (1,391,571) | $ (8,962,802) | $ (1,166,784) | $ (28,858,090) | ||
Net income (loss) per common share - basic and diluted | ||||||
Continuing operations | $ (0.17) | $ (0.18) | $ (0.19) | $ (0.66) | ||
Discontinued operations | 0.12 | (0.17) | 0.15 | (0.46) | ||
Total net loss per common share - basic and diluted | $ (0.05) | $ (0.35) | $ (0.04) | $ (1.12) | ||
Shares used in computing net loss per common share - basic and diluted | 27,241,706 | 25,806,549 | 26,343,962 | 25,707,314 | ||
[1] | Reclassified for discontinued operations. See note 2. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Net Loss | $ (1,391,571) | $ (8,962,802) | [1] | $ (1,166,784) | $ (28,858,090) | [1] |
Other Comprehensive Income (Loss) | ||||||
Foreign currency translation adjustment | 29,687 | (97,663) | 575,471 | (356,126) | ||
Unrealized (loss) gain on equity securities, net of taxes | (219,060) | 2,154,280 | 4,332,818 | 2,158,738 | ||
Less: reclassification of realized gain on equity securities included in net loss, net of taxes of $1,782,823 | (2,975,813) | 0 | ||||
Total other comprehensive (loss) income | (189,373) | 2,056,617 | 1,932,476 | 1,802,612 | ||
Comprehensive Income (Loss) | $ (1,580,944) | $ (6,906,185) | $ 765,692 | $ (27,055,478) | ||
[1] | Reclassified for discontinued operations. See note 2. |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Unrealized gain on equity securities, net of taxes | $ (131,240) | $ 1,392,898 | $ 2,595,810 | $ 1,395,685 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax | $ 1,782,823 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | |||
Operating Activities | ||||
Net loss | $ (1,166,784) | $ (28,858,090) | [1] | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization of equipment and improvements | 871,968 | 768,242 | ||
Amortization of identifiable intangible assets | 2,636,176 | 2,238,194 | ||
Provision for bad debts | (17,415) | 10,718 | ||
Allowance for sales adjustments | 1,404,091 | 156,911 | ||
Provision for inventory obsolescence | 372,326 | (110,072) | ||
Deferred rent | (63,902) | (62,240) | ||
Stock-based compensation | 1,795,418 | 4,086,428 | ||
Deferred income taxes | (648,413) | (1,007,843) | ||
Change in fair value of contingent consideration | 370,000 | 0 | ||
Gain on sale of investment | (4,740,136) | 0 | ||
Loss on disposal of equipment | 20,476 | 0 | ||
Gain on sale of FAD business | (3,755,205) | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (335,077) | (158,845) | ||
Notes receivable | 23,778 | 0 | ||
Inventories | 3,876,456 | (5,730,986) | ||
Prepaid expenses and other assets | (45,783) | 1,623,410 | ||
Accounts payable | (876,070) | (310,407) | ||
Accrued expenses and other liabilities | (4,307,285) | 45,177 | ||
Net cash used in operating activities | (4,585,381) | (27,309,403) | ||
Investing Activities | ||||
Acquisition of a business, net of cash acquired | (13,523,738) | 0 | ||
Proceeds from sale of FAD business, net of transaction costs | 9,521,415 | 0 | ||
Proceeds of note receivable | 248,000 | 0 | ||
Purchase of investments | (35,008,483) | (45,004,220) | ||
Proceeds from sale of investments | 52,606,631 | 65,996,230 | ||
Purchase of equipment and improvements | (235,128) | (1,138,895) | ||
Net cash provided by investing activities | 13,608,697 | 19,853,115 | ||
Financing Activities | ||||
Line of credit payment | (1,420,254) | 0 | ||
Proceeds fro m issuance of common stock, net of issuance costs | 2,245,867 | 1,991,130 | ||
Payment of withholding taxes related to employee stock-based compensation | (18,010) | (67,409) | ||
Net cash provided by financing activities | 807,603 | 1,923,721 | ||
Effect of exchange rate changes on cash and cash equivalents | 329,042 | 567,235 | ||
Net increase (decrease) in cash and cash equivalents | 10,159,961 | (4,965,332) | ||
Cash and cash equivalents | ||||
Beginning of period | 15,814,205 | [1] | 19,396,845 | |
End of period | 25,974,166 | 14,431,513 | ||
Non-cash investing and financing activities | ||||
Issuance of common stock | 9,197,875 | 0 | ||
Incurrence of contingent liabilities | 56,761,691 | 0 | ||
Total | 65,959,566 | 0 | ||
Receipt of note receivable as partial consideration in sale of FAD business | 2,700,000 | 0 | ||
Cash paid during the period for: | ||||
Taxes | $ 445,198 | $ 0 | ||
[1] | Reclassified for discontinued operations. See note 2. |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Organization and Summary of Significant Accounting Policies Derma Sciences, Inc. and its subsidiaries (the “Company”) manufactures, markets, and distributes medical devices and placental tissue products. The Company’s operations are in two segments of the wound care marketplace: advanced wound care and traditional wound care. The Company markets its medical device products principally through direct sales representatives in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), and through independent distributors within other select international markets. The Company markets its placental tissue products principally through independent sales representatives. The Company’s U.S. distribution facilities are located in St. Louis, Missouri and Memphis, Tennessee. The Company utilizes third party distributors for distribution in Canada, Europe, Latin America, Asia and the Pacific. The Company has manufacturing facilities in Memphis, Tennessee, Toronto, Canada and Nantong, China. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. Information included in the consolidated balance sheet as of December 31, 2015 has been derived from the consolidated financial statements and footnotes thereto for the year ended December 31, 2015, included in the Annual Report on Form 10-K previously filed with the Securities and Exchange Commission. For further information refer to the Annual Report on Form 10-K for the year ended December 31, 2015. Use of Estimates Revenue Recognition Acquisitions Contingent consideration is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent payments are recognized in earnings. Contingent payments related to acquisitions consist of regulatory milestones and an earnout based on sales. Net Income (Loss) per Share Three and Nine Months Ended September 30, 2016 2015 Excluded dilutive shares: Convertible preferred stock 73,332 73,332 Additional stock issuable related to conversion of preferred stock 49,782 49,782 Restricted share units 343,050 674,500 Warrants - 1,755,330 Stock options 2,708,002 2,472,491 Common stock held in escrow 229,919 - Total dilutive shares 3,404,085 5,025,435 Revenue from Contracts with Customers In January 2016, the FASB issued ASU No. 2016-01, Accounting for Equity Investments and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. There are no other recently issued accounting pronouncements that are expected to have a material effect on the Company's financial position, results of operations or cash flows. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 2. Discontinued Operations Termination of DSC 127 Program Effective November 12, 2015, the Company approved a plan to terminate its Phase 3 Aclerastide (DSC127) clinical program for diabetic foot ulcer healing. This action was based on futility determinations emanating out of the planned, pre-specified interim analyses of trial data conducted by the program’s independent Data Monitoring Committee (“DMC”). The decision to end the studies followed the recommendation by the DMC to stop the trials. Based on this recommendation, the Company initiated an orderly termination of all its existing pharmaceutical development activities, comprised of the diabetic foot ulcer healing program and two other programs utilizing the DSC127 compound for other therapeutic indications. As a result of these actions, the Company’s pharmaceutical development activities have been reported as discontinued operations in the Company’s Consolidated Financial Statements. Amounts previously reported in the Pharmaceutical Wound Care segment have been reclassified to conform to this presentation to allow for meaningful comparison of continuing operations. There were no noncash charges included in the loss from discontinued operations in the consolidated statement of operations for the three and nine months ended September 30, 2015. At September 30, 2016 and December 31, 2015, the Company had $ 65,126 4,371,010 Sale of First Aid Division (FAD) To focus its resources on advanced wound care and tissue regenerative technology, future growth, and to add capital the Company sold its First Aid Division (“FAD”) to Dukal Corporation (“Dukal”) for $ 9,670,995 2,700,000 3,755,205 Consideration Cash $ 9,670,995 Note receivable 2,700,000 Total consideration received 12,370,995 Less: Inventory 3,370,995 Fixed assets 90,309 Goodwill 4,679,684 Amortizable intangible assets 340,057 Deferred rent (14,835) Transaction costs 149,580 Net gain on sale before taxes $ 3,755,205 Discontinued operations Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net sales $ 2,966,753 $ 4,381,140 $ 11,701,166 $ 12,852,036 Cost of sales 2,265,229 3,240,485 9,097,311 9,570,595 Gross profit 701,524 1,140,655 2,603,855 3,281,441 Selling, general and administrative 439,866 549,453 1,488,272 1,723,061 Income from discontinued operations before income taxes 261,658 591,202 1,115,583 1,558,380 Non-cash depreciation expenses of $ 17,780 22,255 50,000 56,250 September 30, 2016 December 31, 2015 Accounts receivable, net $ 556,614 $ 1,838,441 Inventory, net - 4,339,692 Prepaid expenses 21,148 993,962 Total current assets 577,762 7,172,095 Equipment and improvements, net - 103,396 Identifiable intangible assets, net - 390,057 Goodwill - 4,679,684 Other assets - 48,552 Total non-current assets - 5,221,689 Accounts payable 1,528 140,831 Accrued expenses 53,538 393,648 Total current liabilities 55,066 534,479 Deferred tax liability - 883,637 Total long-term liabilities $ - $ 883,637 Effective September 1, 2016 the Company began providing transition services to Dukal under a transition services agreement. Under the agreement, the Company shall perform corporate overhead and accounting transition services to assist in the transition of the business to Dukal through December 31, 2016. The Company shall receive monthly compensation of $ 25,000 |
Acquisition of BioD, LLC
Acquisition of BioD, LLC | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. Acquisition of BioD, LLC On August 5, 2016, the Company through a wholly owned subsidiary, acquired all of the membership interests in BioD, LLC (“BioD”) pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) dated July 27, 2016. Initial consideration of $ 23,094,987 13,897,112 1,751,183 9,197,875 56,761,691 3,107,535 BioD is a vertically integrated company engaged in the development and commercialization of products derived from human placental tissues sold to surgeons, facilities and distributors serving the surgical, spine, orthopaedic, ocular and urological sectors of the healthcare marketplace. The Company has distributed certain of BioD’s products for dermal application in North America since January 2014 under a license, market development and commercialization agreement. This acquisition complemented the Company’s growth strategy aimed at expanding its portfolio of advanced wound care solutions and tissue regenerative technologies and enables the Company to sell directly into additional sectors of the healthcare marketplace. Assets acquired Accounts receivable $ 4,266,588 Inventory 979,713 Notes receivable 597,334 Prepaid expenses and other assets 158,198 Equipment and improvements 932,940 Acquired identifiable intangible assets 19,000,000 Goodwill 55,812,447 Total assets acquired 81,747,220 Current liabilities assumed Line of credit 1,420,254 Accounts payable 702,887 Accrued liabilities 1,917,525 Total liabilities assumed 4,040,666 Net assets acquired $ 77,706,554 Detail of total consideration Initial cash consideration (1) $ 13,897,112 Initial common stock consideration (1) 9,197,875 Settlement of pre-existing relationship (2) 903,408 Less BioD cash acquired (373,374) Net initial consideration 23,625,021 Contingent consideration (3) 54,081,533 Total consideration $ 77,706,554 (1) Initial consideration includes $ 2,000,000 1,178,846 440,054 (2) Reflects settlement of pre-existing relationship between the Company and BioD. (3) Includes the estimated fair value of potential product regulatory milestone payments in the aggregate estimated amount of up to $ 29,699,691 26,500,000 2,863,948 562,000 The following represents preliminary details of the fair value of acquired identifiable intangible assets purchased as part of the acquisition: Description Estimated Customer relationships 5 $ 10,000,000 Developed technology 10 6,000,000 Trade names 10 2,000,000 Non-compete agreements 3 1,000,000 Total acquired identifiable intangible assets $ 19,000,000 Determination of this preliminary allocation of the purchase price required management of the Company to make estimates and assumptions. The Company has engaged an independent valuation specialist to conduct an analysis to assist management in determining the estimated fair value of the acquired tangible and intangible assets, liabilities assumed, pre-existing relationships and contingent consideration. The work performed by the independent valuation specialist, while not complete, has been considered in management’s estimate of the fair values reflected above. The final purchase price allocation to reflect the fair values of the assets acquired and liabilities assumed will be based on completion of the Company’s valuation study, which is expected to be completed in the fourth quarter 2016. Finalization of the valuation analysis may result in fair values that differ materially from the preliminary estimates. The excess of the purchase price over the identifiable intangible and net tangible assets was allocated to goodwill. Goodwill recognized was primarily attributable to assets that do not qualify for separate recognition. The purchase price allocation is preliminary, pending the final determination of the fair value of certain assumed assets and liabilities, pre-existing relationships and contingent consideration. As these issues are identified, modified or resolved, resulting increases or decreases to the preliminary values are offset by a change to goodwill. Adjustments to these estimates will be included in the final allocation of the purchase price. All of the assets acquired, including goodwill, and liabilities assumed are included in the Advanced Wound Care Segment. Goodwill and identifiable intangible assets resulting from the acquisition are deductible for income tax purposes. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (Unaudited) (Unaudited) Net sales $ 23,776,960 $ 22,131,402 $ 69,048,342 $ 63,074,631 Net loss from continuing operations $ (1,982,531) $ (4,653,899) $ (2,507,632) $ (17,044,443) Net loss from continuing operations per common share: basic and diluted $ (0.07) $ (0.17) $ (0.09) $ (0.63) Weighted average number of shares: basic and diluted 27,826,807 27,327,813 27,554,311 27,228,578 The nine months ended September 30, 2016 supplemental pro forma earnings were adjusted to exclude $ 2,892,713 1,866,667 2,400,000 1,751,183 229,919 The Company recorded net sales of $ 3,985,643 3,641,513 2,892,713 370,000 Untitled Letter On June 22, 2015, the U.S. Food and Drug Administration (“FDA”) issued an Untitled Letter alleging that BioD’s morselized amniotic membrane based products do not meet the criteria for regulation as human cellular tissue-based products (“HCT/Ps”) solely under Section 361 of the Public Health Service Act and that, as a result, BioD would need a biologics license to lawfully market those morselized products. Since the issuance of the Untitled Letter, BioD and more recently the Company have been in discussions with the FDA to communicate their disagreement with the FDA’s assertion that certain products are more than minimally manipulated. To date, the FDA has not changed its position that certain of the BioD acquired products are not eligible for marketing solely under Section 361 of the Public Health Service Act, but discussions are continuing. The Company continues to market these products but has also submitted a Request for Designation to determine if one of the morselized products should be regulated as a medical device or a biologic through the Biologics License Application (“BLA”) process. The Company also intends to pursue a BLA for another of the morselized products. On December 22, 2014, the FDA issued for comment “Draft Guidance for Industry and FDA Staff: Minimal Manipulation of Human Cells, Tissues, and Cellular and Tissue-Based Products.” On October 28, 2015, the FDA issued for comment, "Draft Guidance for Industry and FDA Staff: Homologous Use of Human Cells, Tissues, and Cellular and Tissue-Based Products." The FDA held a public hearing on September 12 and 13, 2016 to obtain input on the Homologous Use draft guidance and the Minimal Manipulation draft guidance, as well as other recently issued guidance documents on HCT/Ps. If the FDA does allow the Company to continue to market its morselized products without a 510(k) clearance or biologics license either prior to or after finalization of the draft guidance documents, it may impose conditions on marketing, such as labeling restrictions and compliance with cGMP. Compliance with these conditions would require significant additional time and cost investments by the Company. It is also possible that the FDA will not allow the Company to market any form of a morselized product without a 510(k) clearance or biologics license even prior to finalization of the draft guidance documents, and could even require the Company to recall its morselized products. Net sales of the Company’s morselized products for the nine months ended September 30, 2016 and 2015 were approximately 13 12 In accordance with the Merger Agreement, BioD’s former members are entitled to receive additional consideration payable in cash and Company common stock of up to 35 29,699,691 i) specific FDA enforcement action is not received by the Company by May 5, 2017; or ii) specific FDA enforcement action is received by the Company prior to May 5, 2017 which does not require the Company to remove the morselized products from the market within 270 days of receipt of the FDA enforcement action; or iii) the Company is allowed to continue to market the morselized products while it fulfills FDA imposed requirements which were received prior to May 5, 2017 in lieu of the FDA exercising its enforcement discretion. In January 2014, the Company entered into a license, market development and commercialization agreement with BioD which granted to the Company an exclusive, perpetual, royalty-bearing license to use and sell BioD’s human placental based products for dermal applications. Royalties were payable to BioD under the agreement based upon a low double digit percentage of net sales. During 2016 the Company incurred royalties of $ 211,429 199,395 |
Restructuring and Other Charges
Restructuring and Other Charges | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring Charges [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 4. Restructuring and Other Charges During the fourth quarter of 2015, the Company implemented a plan to reduce its cost structure in consideration of prospective market expectations for the business, coupled with the decision to move the business towards positive cash flow and profitability as soon as feasibly possible. The restructuring plan included the elimination of 39 Effective December 21, 2015, the Company’s Chairman of the Board, President and Chief Executive Officer (“CEO”) departed from the Company. On February 26, 2016, the former CEO resigned from the Company’s Board of Directors. While a national recruiting search for a permanent CEO is in process, the former lead director of the Company has assumed the role of Executive Chairman and Interim CEO. CEO Other Employees Total Balance, January 1, 2016 $ 1,252,105 $ 826,932 $ 2,079,037 Charges during period - - - Payments during period (506,366) (816,544) (1,322,910) Balance, September 30, 2016 $ 745,739 $ 10,388 $ 756,127 Less current portion (599,008) (10,388) (609,396) Long term portion $ 146,731 $ - $ 146,731 |
Cash and Cash Equivalents and I
Cash and Cash Equivalents and Investments | 9 Months Ended |
Sep. 30, 2016 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
Cash, Cash Equivalents, and Short-term Investments [Text Block] | 5. Cash and Cash Equivalents and Investments Cash and Cash Equivalents The Company considers cash and cash equivalents as amounts on hand, on deposit in financial institutions and highly liquid investments purchased with an original maturity of three months or less. The Company maintains cash and cash equivalents and money market mutual funds with various domestic and foreign financial institutions within the ordinary course of business, which at times may exceed jurisdictional insurance limits. Money market mutual funds consist of funds deposited into mutual funds investing in U.S. government and non-government obligations. Investments in Debt Securities Investments in debt securities include certificates of deposit purchased with an original maturity greater than three months which are deposited in various U.S. financial institutions and are fully insured by the Federal Deposit Insurance Corporation. The Company intends to hold the certificates of deposit to maturity and accordingly these investments are carried at amortized cost. Investments in debt securities with maturities greater than one year from the balance sheet date are classified as a long-term asset. Investment in Equity Securities In 2013 and 2014, the Company purchased an aggregate 2,802,277 8,483,693 7,594,158 925,000 4,740,136 1,877,277 5.0 The investment in Comvita common stock is classified as an available-for-sale investment carried at fair value, with any unrealized gains and losses associated with the investment included in accumulated other comprehensive income (loss) and any dividends received recorded in other income, net in the Consolidated Statements of Operations. The investment is classified as a long term asset. As of September 30, 2016, the fair value of the Comvita common stock was $ 15,426,148 9,796,477 September 30, 2016 December 31, 2015 Cash $ 20,974,166 $ 10,784,522 Cash equivalents 5,000,000 5,029,683 Cash and cash equivalents 25,974,166 15,814,205 Investments in debt securities 15,000,000 25,003,990 Investment in equity securities 15,426,148 16,110,178 Total investments 30,426,148 41,114,168 Total cash and cash equivalents and investments $ 56,400,314 $ 56,928,373 Fair Value Measurements, Using Total carrying Quoted prices Significant other Significant Cash and cash equivalents $ 25,974,166 $ 25,974,166 $ - $ - Investments in debt securities 15,000,000 15,000,000 - - Investment in equity securities 15,426,148 15,426,148 - - Total investments 30,426,148 30,426,148 - - Total $ 56,400,314 $ 56,400,314 $ - $ - The following table provides fair value information as of December 31, 2015: Fair Value Measurements, Using Total carrying Quoted prices Significant other Significant Cash and cash equivalents $ 15,814,205 $ 15,814,205 $ - $ - Investments in debt securities 25,003,990 25,003,990 - - Investment in equity securities 16,110,178 16,110,178 - - Total investments 41,114,168 41,114,168 - - Total $ 56,928,373 $ 56,928,373 $ - $ - Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets. Level 2 inputs are quoted prices for similar assets in active markets or inputs that are observable for the asset, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets at fair value. A financial asset’s classification is determined based on the lowest level input that is significant to the fair value measurement. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 6. Inventories Inventories include the following: September 30, December 31, Finished goods and available tissue for distribution $ 8,302,804 $ 11,039,877 Goods and tissue in process 974,061 346,233 Packaging materials 1,489,483 1,152,993 Raw materials 3,626,825 3,811,910 Total inventories $ 14,393,173 $ 16,351,013 |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 7. Notes Receivable September 30, December 31, 10% interest bearing note receivable in monthly installments of $87,121 through September 2019 received in connection with FAD divestiture $ 2,700,000 $ - Non-interest bearing notes receivable in monthly installments of $10,556 through June 2019 assumed in connection with the BioD acquisition 325,556 - $ 3,025,556 - Less current portion (938,677) - $ 2,086,879 $ - |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | 8. Accrued Expenses and Other Liabilities September 30, December 31, Accrued compensation and related taxes $ 3,964,908 $ 2,298,080 Liabilities related to restructuring (Note 4) 756,127 2,079,037 Accrued sales incentives and other fees 574,620 385,573 Accrued royalties 482,025 510,901 Other 2,914,373 2,038,478 Total accrued expenses and other liabilities $ 8,692,053 $ 7,312,069 Less current portion (8,193,998) (6,297,691) Long term liabilities $ 498,055 $ 1,014,378 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Stockholders’ Equity Preferred Stock Subsequent to the issuances of its preferred stock, the Company has undertaken a number of common stock offerings that impact the preferred stock conversion ratios. As of September 30, 2016, current Series A and B preferred stockholders holding 73,332 123,114 49,782 Upon conversion, the 49,782 incremental shares associated with the conversion ratio adjustments will be recorded to common stock at par with the offset to additional paid in capital as all of the convertible preferred stock was issued prior to the November 16, 2000 effective date of certain provisions of Accounting Standards Codification 470 (formerly Emerging Issues Task Force Issue No. 00-27 Application of Issue No. 98-5 to Certain Convertible Instruments) Common Stock During the nine months ended September 30, 2016, the Company issued 2,392,355 1,751,183 551,665 84,874 90,450 4,633 12,300 On August 5, 2016, the Company received net cash proceeds of $ 2,233,567 66,433 551,665 Stock Purchase Warrants At September 30, 2016, there were no warrants outstanding. During the nine months ended September 30, 2016 no warrants were exercised, 1,705,330 50,000 Equity Based Compensation Under the Derma Sciences, Inc. 2012 Equity Incentive Plan (the “EIP Plan”) the Company is authorized to issue 6,000,000 2,708,002 343,050 1,725,781 Stock Options The EIP Plan permits the granting of both incentive and nonqualified stock options to employees and nonqualified stock options to non-employee directors and consultants of the Company. The option exercise price may not be less than the fair market value of the stock on the date of the grant of the option. The duration of each option may not exceed 10 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Risk-free interest rate 1.34 % 1.85 % 1.41 % 1.61 % Volatility factor 43.8 % 45.4 % 43.9 % 45.7 % Dividend yield 0 % 0 % 0 % 0 % Expected option life (years) 3.69 6.25 5.10 5.70 The risk-free rate utilized represents the U.S. treasury yield curve rate for the expected option life at the time of grant. The volatility factor was calculated based on the Company’s historical stock price volatility equal to the expected life of the option at the grant date. The dividend yield is 0 Based on the Company’s historical experience of options that were forfeited before becoming fully vested, the Company has assumed an annualized forfeiture rate of 1.0 Options Weighted Average Outstanding January 1, 2016 2,301,760 $ 9.04 Granted 813,660 $ 3.86 Forfeited (130,862) $ 5.87 Exercised (7,475) $ 3.23 Expired (269,081) $ 9.26 Outstanding September 30, 2016 2,708,002 $ 7.63 Expected to vest September 30, 2016 2,680,922 $ 7.63 Exercisable at September 30, 2016 1,967,556 $ 8.42 During the nine months ended September 30, 2016, the Company granted 611,260 202,400 1.60 During the nine months ended September 30, 2016, 7,475 stock options were exercised on a for-cash and cashless basis. A total of 4,633 shares of common stock were issued in connection with the stock option exercises. The intrinsic value of options exercised in 2016 was $ 5,755 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Cost of sales $ 26,406 $ 23,740 $ 87,170 $ 109,047 Selling, general and administrative expenses 117,094 518,336 810,831 1,828,480 Discontinued operations (28,333) 23,258 (7,940) 106,238 Total stock option compensation expense $ 115,167 $ 565,334 $ 890,061 $ 2,043,765 As of September 30, 2016, there was $ 1,034,531 158,868 2.0 1.6 Restricted Share Units The Company has issued service, performance and market-based restricted share units to employees, consultants and directors of the Company. Expense for restricted share awards is amortized on a straight-line basis over the awards’ vesting period. The fair value of service and performance awards are determined using the quoted market price of the Company’s common stock on the date of grant, while market based performance awards are valued using a binomial/lattice pricing mode. Number of Weighted Average Fair Value Unvested January 1, 2016 152,750 $ 8.59 Granted 301,800 $ 4.63 Vested (90,450) $ 7.50 Cancelled (21,050) $ 7.00 Unvested September 30, 2016 343,050 $ 5.49 In connection with the vesting of restricted share unit awards during the nine months ended September 30, 2016, 5,576 18,010 During the three months ended September 30, 2016 and 2015, restricted share unit compensation expense was $ 257,833 652,286 807,589 1,971,993 As of September 30, 2016, the intrinsic value of the non-vested awards was $ 1,602,044 1,213,469 1.7 In July of 2016, in consideration of prior service to the Company, the Company accelerated the vesting of all unvested stock options of a departing executive. An additional $ 49,035 In May of 2016, in consideration of prior service to the Company, the Company granted two retiring directors 30,000 48,733 In May of 2015, in consideration of prior service to the Company, the Company granted a retiring director 15,000 70,670 Shares Reserved for Future Issuance Convertible preferred stock (series A B) 73,332 Additional stock issuable related to conversion of preferred stock (series A B) 49,782 Common stock options outstanding 2,708,002 Restricted share units outstanding 343,050 Common stock equivalents available for grant 1,725,781 Total common stock shares reserved 4,899,947 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | 10. Accumulated Other Comprehensive Income The Company’s accumulated other comprehensive income as of September 30, 2016 was as follows: Foreign Currency Translation Unrealized Gain on Equity Securities, Total Balance at January 1, 2016 $ 555,938 $ 4,716,970 $ 5,272,908 Other comprehensive income before reclassification 575,471 4,332,818 4,908,289 Amounts reclassified from accumulated other comprehensive income - (2,975,813) (2,975,813) Balance at September 30, 2016 $ 1,131,409 $ 6,073,975 $ 7,205,384 Amount reclassified from accumulated other Affected line item in the consolidated statements Unrealized gain on equity securities, net of taxes Realized gain on equity securities $ (4,758,636) Other income, net Income tax provision 1,782,823 Income tax provision Total reclassification $ (2,975,813) |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 11. Operating Segments The Company operates in two segments: advanced wound care and traditional wound care. They are managed separately as each segment requires different technology, marketing and sales strategies. Advanced wound care products principally consist of both novel and otherwise differentiated human placental based products, dressings, and other medical devices designed to promote wound healing and/or prevent infection. Traditional wound care products principally consist of commodity dressings, ointments, gauze bandages, adhesive bandages, wound closure strips and catheter fasteners. Advanced and traditional wound care products are marketed globally to acute care, extended care, home health care, wound and burn care clinics and physician offices. The Company utilizes a broad network of well-established distributors to deploy the majority of its products to end users. A smaller portion of the Company’s products are sold directly to care providers and through retail. The advanced and traditional wound care products are either manufactured internally or sourced from third party suppliers. The majority of marketing expenses are deployed in support of advanced wound care products with traditional wound care products requiring more limited support. The Company utilizes direct and independent sales representatives, distributor relationships and contractual relationships with buying groups and wound care service providers to sell its products. The Company uses direct sales representatives for medical device sales, and independent sales representatives for sales of placental tissue products in the U.S. In Canada and the U.K., the Company relies on direct sales representatives for both advanced and traditional wound care products. Each operating segment is managed at the segment contribution level consisting of gross profit minus direct expense consisting of distribution, marketing, sales, research and development, intangible amortization expenses, change in fair value of contingent consideration, and acquisition related expenses. The advanced wound care segment consists of two reporting units, while the traditional wound care segment consists of one reporting unit. Expenses are allocated directly by reporting unit to the extent possible. Expenses common to operating segments/reporting units are allocated consistently using activity based assumptions. The aggregation or allocation of indirect expenses by segment/reporting unit is not practical. Three Months Ended September 30, 2016 Advanced Traditional Other Total Net sales $ 15,789,683 $ 6,019,843 $ - $ 21,809,526 Gross profit 9,419,831 1,286,631 - 10,706,462 Direct expense (1) (12,744,522) (425,253) - (13,169,775) Segment contribution $ (3,324,691) $ 861,378 - (2,463,313) Indirect expenses, net $ (2,109,986) (2,109,986) Net loss from continuing operations $ (4,573,299) Three Months Ended September 30, 2015 Net sales $ 11,348,591 $ 6,438,936 $ - $ 17,787,527 Gross profit 5,496,935 1,798,660 - 7,295,595 Direct expense (7,957,641) (766,150) - (8,723,791) Segment contribution $ (2,460,706) $ 1,032,510 - (1,428,196) Indirect expenses, net $ (3,245,845) (3,245,845) Net loss from continuing operations $ (4,674,041) Nine Months Ended September 30, 2016 Advanced Traditional Other Total Net sales $ 37,364,124 $ 18,161,608 $ - $ 55,525,732 Gross profit 20,655,523 4,115,980 - 24,771,503 Direct expense (1) (24,987,258) (1,483,895) - (26,471,153) Segment contribution $ (4,331,735) $ 2,632,085 - (1,699,650) Indirect expenses, net $ (3,257,218) (3,257,218) Net loss from continuing operations $ (4,956,868) Nine Months Ended September 30, 2015 Net sales $ 31,411,631 $ 19,960,008 $ - $ 51,371,639 Gross profit 15,260,095 5,801,081 - 21,061,176 Direct expense (25,173,533) (2,290,675) - (27,464,208) Segment contribution $ (9,913,438) $ 3,510,406 - (6,403,032) Indirect expenses, net $ (10,697,366) (10,697,366) Net loss from continuing operations $ (17,100,398) The advanced wound care segment includes acquisition related costs of $ 2,734,653 2,892,713 370,000 370,000 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 United States 83 % 84 % United States 80 % 84 % Canada 11 % 11 % Canada 13 % 11 % Rest of World 6 % 5 % Rest of World 7 % 5 % For the three months ended September 30, 2016 and 2015, the Company had a major Canadian customer comprising 11 11 13 11 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 12. Income Taxes Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Current tax expense $ (31,315) $ (170,082) $ (260,190) $ (252,735) Deferred tax benefit 1,487,592 1,221,974 1,654,310 1,007,843 Income tax benefit (expense) $ 1,456,277 $ 1,051,892 $ 1,394,120 $ 755,108 Effective tax rate (24.2) % (18.4) % (22.0) % (4.2) % For the three months ended September 30, 2016, the Company recognized an income tax benefit consisting of a U.S. and foreign income tax benefit. For the nine months ended September 30, 2016, the Company recognized income tax expense consisting of a U.S. tax benefit and foreign income tax expense. The U.S. income tax benefit relates to the tax impact of the loss generated from continuing operations and the unrealized gain on equity securities from accumulated other comprehensive income partially offset by the tax treatment of goodwill net of amortization for financial reporting but not tax purposes of acquired identified intangible assets. The foreign income tax expense relates to income taxes recognized as a result of income recognized by the Canadian operations and taxes paid on a dividend from the Comvita investment. For the three and nine months ended September 30, 2015, the Company recognized an income tax benefit consisting of a U.S. income tax benefit and a foreign income tax expense. The U.S. income tax benefit relates to a reduction in the Company’s U.S. valuation allowance due to the tax impact of the unrealized gain on equity securities included in accumulated other comprehensive income. The foreign income tax expense relates to income taxes recognized as a result of income recognized by the Canadian operations and taxes paid on a dividend from the Comvita investment. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 13. Commitments and Contingencies Comvita Licensing Agreement In February 2010, the Company entered into a new agreement with Comvita (the “Comvita Agreement”) under which the Company received perpetual and exclusive worldwide licensing rights for Manuka Honey based MEDIHONEY wound and skin care products for all markets outside of the consumer market. The Comvita Agreement also provides that Comvita will serve as the Company’s supplier for Manuka Honey and will not provide Manuka Honey to any other entities for use in the professional medical-surgical marketplace. The Comvita Agreement calls for graduated royalty payments based on sales and milestone payments. The license rights may be terminated or rendered non-exclusive by Comvita if the Company fails to meet certain minimum royalty requirements. Comvita is a stockholder of the Company. The Company purchased $ 1,879,332 2,626,705 1,136,498 1,086,392 973,156 506,795 Canadian Distribution Agreement In May 2005, the Company entered into a distribution agreement with a Canadian company to serve as the exclusive distributor of its products in Canada. The agreement also appoints the distributor as the Company’s Canadian servicing agent to fulfill supply contracts held directly by the Company. The agreement was amended to extend the term from September 1, 2016 through August 31, 2019. As part of the amendment, the Canadian company became a non-exclusive distributor of the Company’s products. The Company recognizes revenue under the agreement when title and risk of loss pass to the distributor and collectability is reasonably assured, which is at the time product is shipped to the distributor. Payment terms from the distributor are 0.9% 30 days, net 45 days. Either party has the right to terminate the agreement when an event of default (as defined) has occurred with respect to the other party. The distributor is entitled to continue to sell or otherwise dispose of all inventory owned by it from and after the date of contract expiration or termination. If termination of the agreement is not occasioned by breach by the distributor, the distributor will be entitled on notice to the Company to return saleable inventory (as defined) to the Company. At September 30, 2016, the distributor’s inventory of Company products was approximately $ 2,050,000 Employment Agreement In July 2016 the Company recognized compensation expense included in selling, general and administrative expenses of $ 483,669 434,634 49,035 Contingencies On occasion, the Company is involved in claims and other legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. Information included in the consolidated balance sheet as of December 31, 2015 has been derived from the consolidated financial statements and footnotes thereto for the year ended December 31, 2015, included in the Annual Report on Form 10-K previously filed with the Securities and Exchange Commission. For further information refer to the Annual Report on Form 10-K for the year ended December 31, 2015. |
Principles of Consolidation, Policy [Policy Text Block] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition |
Business Combinations Policy [Policy Text Block] | Acquisitions Contingent consideration is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent payments are recognized in earnings. Contingent payments related to acquisitions consist of regulatory milestones and an earnout based on sales. |
Net Loss Per Share, Policy [Policy Text Block] | Net Income (Loss) per Share Three and Nine Months Ended September 30, 2016 2015 Excluded dilutive shares: Convertible preferred stock 73,332 73,332 Additional stock issuable related to conversion of preferred stock 49,782 49,782 Restricted share units 343,050 674,500 Warrants - 1,755,330 Stock options 2,708,002 2,472,491 Common stock held in escrow 229,919 - Total dilutive shares 3,404,085 5,025,435 |
Recently Issued Accounting Pronouncements, Policy [Policy Text Block] | Revenue from Contracts with Customers In January 2016, the FASB issued ASU No. 2016-01, Accounting for Equity Investments and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. There are no other recently issued accounting pronouncements that are expected to have a material effect on the Company's financial position, results of operations or cash flows. |
Organization and Summary of S22
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Potentially Dilutive Shares Excluded as Result of Effects Being Anti-dilutive [Table Text Block] | Three and Nine Months Ended September 30, 2016 2015 Excluded dilutive shares: Convertible preferred stock 73,332 73,332 Additional stock issuable related to conversion of preferred stock 49,782 49,782 Restricted share units 343,050 674,500 Warrants - 1,755,330 Stock options 2,708,002 2,472,491 Common stock held in escrow 229,919 - Total dilutive shares 3,404,085 5,025,435 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations Relating to Gain on Sale Of Assets [Table Text Block] | 3,755,205 Consideration Cash $ 9,670,995 Note receivable 2,700,000 Total consideration received 12,370,995 Less: Inventory 3,370,995 Fixed assets 90,309 Goodwill 4,679,684 Amortizable intangible assets 340,057 Deferred rent (14,835) Transaction costs 149,580 Net gain on sale before taxes $ 3,755,205 |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Summarized operating results of FAD discontinued operations are presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net sales $ 2,966,753 $ 4,381,140 $ 11,701,166 $ 12,852,036 Cost of sales 2,265,229 3,240,485 9,097,311 9,570,595 Gross profit 701,524 1,140,655 2,603,855 3,281,441 Selling, general and administrative 439,866 549,453 1,488,272 1,723,061 Income from discontinued operations before income taxes 261,658 591,202 1,115,583 1,558,380 Summarized assets and liabilities of FAD discontinued operations are presented in the following table: September 30, 2016 December 31, 2015 Accounts receivable, net $ 556,614 $ 1,838,441 Inventory, net - 4,339,692 Prepaid expenses 21,148 993,962 Total current assets 577,762 7,172,095 Equipment and improvements, net - 103,396 Identifiable intangible assets, net - 390,057 Goodwill - 4,679,684 Other assets - 48,552 Total non-current assets - 5,221,689 Accounts payable 1,528 140,831 Accrued expenses 53,538 393,648 Total current liabilities 55,066 534,479 Deferred tax liability - 883,637 Total long-term liabilities $ - $ 883,637 |
Acquisition of BioD, LLC (Table
Acquisition of BioD, LLC (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The transaction was accounted for as a purchase of the net assets of BioD. Accordingly, the results of operations of BioD have been included in the consolidated financial statements commencing August 5, 2016. A preliminary allocation of the purchase price to the estimated fair values of the assets acquired and the liabilities assumed is outlined below: Assets acquired Accounts receivable $ 4,266,588 Inventory 979,713 Notes receivable 597,334 Prepaid expenses and other assets 158,198 Equipment and improvements 932,940 Acquired identifiable intangible assets 19,000,000 Goodwill 55,812,447 Total assets acquired 81,747,220 Current liabilities assumed Line of credit 1,420,254 Accounts payable 702,887 Accrued liabilities 1,917,525 Total liabilities assumed 4,040,666 Net assets acquired $ 77,706,554 Detail of total consideration Initial cash consideration (1) $ 13,897,112 Initial common stock consideration (1) 9,197,875 Settlement of pre-existing relationship (2) 903,408 Less BioD cash acquired (373,374) Net initial consideration 23,625,021 Contingent consideration (3) 54,081,533 Total consideration $ 77,706,554 (1) Initial consideration includes $ 2,000,000 1,178,846 440,054 (2) Reflects settlement of pre-existing relationship between the Company and BioD. (3) Includes the estimated fair value of potential product regulatory milestone payments in the aggregate estimated amount of up to $ 29,699,691 26,500,000 2,863,948 562,000 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following represents preliminary details of the fair value of acquired identifiable intangible assets purchased as part of the acquisition: Description Estimated Customer relationships 5 $ 10,000,000 Developed technology 10 6,000,000 Trade names 10 2,000,000 Non-compete agreements 3 1,000,000 Total acquired identifiable intangible assets $ 19,000,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The unaudited pro forma information below presents combined results of operations as if the acquisition had occurred at the beginning of the periods presented instead of August 5, 2016. The pro forma information is based on historical results adjusted for the effect of acquisition accounting and is not necessarily indicative of the results of operations of the combined entity had the acquisition occurred at the beginning of the periods presented, nor is it necessarily indicative of future results. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (Unaudited) (Unaudited) Net sales $ 23,776,960 $ 22,131,402 $ 69,048,342 $ 63,074,631 Net loss from continuing operations $ (1,982,531) $ (4,653,899) $ (2,507,632) $ (17,044,443) Net loss from continuing operations per common share: basic and diluted $ (0.07) $ (0.17) $ (0.09) $ (0.63) Weighted average number of shares: basic and diluted 27,826,807 27,327,813 27,554,311 27,228,578 |
Restructuring and Other Charg25
Restructuring and Other Charges (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring Charges [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | CEO Other Employees Total Balance, January 1, 2016 $ 1,252,105 $ 826,932 $ 2,079,037 Charges during period - - - Payments during period (506,366) (816,544) (1,322,910) Balance, September 30, 2016 $ 745,739 $ 10,388 $ 756,127 Less current portion (599,008) (10,388) (609,396) Long term portion $ 146,731 $ - $ 146,731 |
Cash and Cash Equivalents and26
Cash and Cash Equivalents and Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
Schedule Of Cash And Cash Equivalents And Investments [Table Text Block] | Cash and cash equivalents and investments at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 2016 December 31, 2015 Cash $ 20,974,166 $ 10,784,522 Cash equivalents 5,000,000 5,029,683 Cash and cash equivalents 25,974,166 15,814,205 Investments in debt securities 15,000,000 25,003,990 Investment in equity securities 15,426,148 16,110,178 Total investments 30,426,148 41,114,168 Total cash and cash equivalents and investments $ 56,400,314 $ 56,928,373 |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block] | The following table provides fair value information as of September 30, 2016: Fair Value Measurements, Using Total carrying Quoted prices Significant other Significant Cash and cash equivalents $ 25,974,166 $ 25,974,166 $ - $ - Investments in debt securities 15,000,000 15,000,000 - - Investment in equity securities 15,426,148 15,426,148 - - Total investments 30,426,148 30,426,148 - - Total $ 56,400,314 $ 56,400,314 $ - $ - The following table provides fair value information as of December 31, 2015: Fair Value Measurements, Using Total carrying Quoted prices Significant other Significant Cash and cash equivalents $ 15,814,205 $ 15,814,205 $ - $ - Investments in debt securities 25,003,990 25,003,990 - - Investment in equity securities 16,110,178 16,110,178 - - Total investments 41,114,168 41,114,168 - - Total $ 56,928,373 $ 56,928,373 $ - $ - |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories include the following: September 30, December 31, Finished goods and available tissue for distribution $ 8,302,804 $ 11,039,877 Goods and tissue in process 974,061 346,233 Packaging materials 1,489,483 1,152,993 Raw materials 3,626,825 3,811,910 Total inventories $ 14,393,173 $ 16,351,013 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Notes receivable include the following: September 30, December 31, 10% interest bearing note receivable in monthly installments of $87,121 through September 2019 received in connection with FAD divestiture $ 2,700,000 $ - Non-interest bearing notes receivable in monthly installments of $10,556 through June 2019 assumed in connection with the BioD acquisition 325,556 - $ 3,025,556 - Less current portion (938,677) - $ 2,086,879 $ - |
Accrued Expenses and Other Li29
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Current Liabilities [Table Text Block] | Accrued expenses and other liabilities include the following: September 30, December 31, Accrued compensation and related taxes $ 3,964,908 $ 2,298,080 Liabilities related to restructuring (Note 4) 756,127 2,079,037 Accrued sales incentives and other fees 574,620 385,573 Accrued royalties 482,025 510,901 Other 2,914,373 2,038,478 Total accrued expenses and other liabilities $ 8,692,053 $ 7,312,069 Less current portion (8,193,998) (6,297,691) Long term liabilities $ 498,055 $ 1,014,378 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Risk-free interest rate 1.34 % 1.85 % 1.41 % 1.61 % Volatility factor 43.8 % 45.4 % 43.9 % 45.7 % Dividend yield 0 % 0 % 0 % 0 % Expected option life (years) 3.69 6.25 5.10 5.70 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Weighted Average Outstanding January 1, 2016 2,301,760 $ 9.04 Granted 813,660 $ 3.86 Forfeited (130,862) $ 5.87 Exercised (7,475) $ 3.23 Expired (269,081) $ 9.26 Outstanding September 30, 2016 2,708,002 $ 7.63 Expected to vest September 30, 2016 2,680,922 $ 7.63 Exercisable at September 30, 2016 1,967,556 $ 8.42 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | During the three and nine months ended September 30, 2016 and 2015, stock option compensation expense was recorded as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Cost of sales $ 26,406 $ 23,740 $ 87,170 $ 109,047 Selling, general and administrative expenses 117,094 518,336 810,831 1,828,480 Discontinued operations (28,333) 23,258 (7,940) 106,238 Total stock option compensation expense $ 115,167 $ 565,334 $ 890,061 $ 2,043,765 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table summarizes the restricted share unit activity for the period: Number of Weighted Average Fair Value Unvested January 1, 2016 152,750 $ 8.59 Granted 301,800 $ 4.63 Vested (90,450) $ 7.50 Cancelled (21,050) $ 7.00 Unvested September 30, 2016 343,050 $ 5.49 |
Schedule Of Common Stock Shares Reserved For Issuance And Shares Available For Grant [Table Text Block] | Convertible preferred stock (series A B) 73,332 Additional stock issuable related to conversion of preferred stock (series A B) 49,782 Common stock options outstanding 2,708,002 Restricted share units outstanding 343,050 Common stock equivalents available for grant 1,725,781 Total common stock shares reserved 4,899,947 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The Company’s accumulated other comprehensive income as of September 30, 2016 was as follows: Foreign Currency Translation Unrealized Gain on Equity Securities, Total Balance at January 1, 2016 $ 555,938 $ 4,716,970 $ 5,272,908 Other comprehensive income before reclassification 575,471 4,332,818 4,908,289 Amounts reclassified from accumulated other comprehensive income - (2,975,813) (2,975,813) Balance at September 30, 2016 $ 1,131,409 $ 6,073,975 $ 7,205,384 |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Amount reclassified from accumulated other Affected line item in the consolidated statements Unrealized gain on equity securities, net of taxes Realized gain on equity securities $ (4,758,636) Other income, net Income tax provision 1,782,823 Income tax provision Total reclassification $ (2,975,813) |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Three Months Ended September 30, 2016 Advanced Traditional Other Total Net sales $ 15,789,683 $ 6,019,843 $ - $ 21,809,526 Gross profit 9,419,831 1,286,631 - 10,706,462 Direct expense (1) (12,744,522) (425,253) - (13,169,775) Segment contribution $ (3,324,691) $ 861,378 - (2,463,313) Indirect expenses, net $ (2,109,986) (2,109,986) Net loss from continuing operations $ (4,573,299) Three Months Ended September 30, 2015 Net sales $ 11,348,591 $ 6,438,936 $ - $ 17,787,527 Gross profit 5,496,935 1,798,660 - 7,295,595 Direct expense (7,957,641) (766,150) - (8,723,791) Segment contribution $ (2,460,706) $ 1,032,510 - (1,428,196) Indirect expenses, net $ (3,245,845) (3,245,845) Net loss from continuing operations $ (4,674,041) Nine Months Ended September 30, 2016 Advanced Traditional Other Total Net sales $ 37,364,124 $ 18,161,608 $ - $ 55,525,732 Gross profit 20,655,523 4,115,980 - 24,771,503 Direct expense (1) (24,987,258) (1,483,895) - (26,471,153) Segment contribution $ (4,331,735) $ 2,632,085 - (1,699,650) Indirect expenses, net $ (3,257,218) (3,257,218) Net loss from continuing operations $ (4,956,868) Nine Months Ended September 30, 2015 Net sales $ 31,411,631 $ 19,960,008 $ - $ 51,371,639 Gross profit 15,260,095 5,801,081 - 21,061,176 Direct expense (25,173,533) (2,290,675) - (27,464,208) Segment contribution $ (9,913,438) $ 3,510,406 - (6,403,032) Indirect expenses, net $ (10,697,366) (10,697,366) Net loss from continuing operations $ (17,100,398) The advanced wound care segment includes acquisition related costs of $ 2,734,653 2,892,713 370,000 370,000 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 United States 83 % 84 % United States 80 % 84 % Canada 11 % 11 % Canada 13 % 11 % Rest of World 6 % 5 % Rest of World 7 % 5 % |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Current tax expense $ (31,315) $ (170,082) $ (260,190) $ (252,735) Deferred tax benefit 1,487,592 1,221,974 1,654,310 1,007,843 Income tax benefit (expense) $ 1,456,277 $ 1,051,892 $ 1,394,120 $ 755,108 Effective tax rate (24.2) % (18.4) % (22.0) % (4.2) % |
Organization and Summary of S34
Organization and Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,404,085 | 5,025,435 | 3,404,085 | 5,025,435 |
Convertible preferred stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 73,332 | 73,332 | 73,332 | 73,332 |
Additional stock issuable related to conversion of preferred stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 49,782 | 49,782 | 49,782 | 49,782 |
Restricted share units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 343,050 | 674,500 | 343,050 | 674,500 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 1,755,330 | 0 | 1,755,330 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,708,002 | 2,472,491 | 2,708,002 | 2,472,491 |
Common stock held in escrow [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 229,919 | 0 | 229,919 | 0 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | [1] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash | $ 9,521,415 | $ 0 | ||
Inventory | 14,393,173 | $ 16,351,013 | ||
Fixed assets | 4,474,165 | 4,025,811 | ||
Goodwill | 64,590,456 | $ 8,778,009 | ||
Amortizable intangible assets | (2,636,176) | $ (2,238,194) | ||
First Aid Division [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash | 9,670,995 | |||
Note receivable | 2,700,000 | |||
Total consideration received | 12,370,995 | |||
Inventory | 3,370,995 | |||
Fixed assets | 90,309 | |||
Goodwill | 4,679,684 | |||
Amortizable intangible assets | 340,057 | |||
Deferred rent | (14,835) | |||
Transaction costs | 149,580 | |||
Net gain on sale before taxes | $ 3,755,205 | |||
[1] | Reclassified for discontinued operations. See note 2. |
Discontinued Operations (Deta36
Discontinued Operations (Details 1) - First Aid Division [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | $ 2,966,753 | $ 4,381,140 | $ 11,701,166 | $ 12,852,036 |
Cost of sales | 2,265,229 | 3,240,485 | 9,097,311 | 9,570,595 |
Gross profit | 701,524 | 1,140,655 | 2,603,855 | 3,281,441 |
Selling, general and administrative | 439,866 | 549,453 | 1,488,272 | 1,723,061 |
Income from discontinued operations before taxes | $ 261,658 | $ 591,202 | $ 1,115,583 | $ 1,558,380 |
Discontinued Operations (Deta37
Discontinued Operations (Details 2) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Accounts receivable, net | $ 556,614 | $ 1,838,441 | |
Inventory, net | 0 | 4,339,692 | |
Prepaid expenses | 21,148 | 993,962 | |
Total current assets | 577,762 | 7,172,095 | [1] |
Equipment and improvements, net | 0 | 103,396 | |
Identifiable intangible assets, net | 0 | 390,057 | |
Goodwill | 0 | 4,679,684 | |
Other assets | 0 | 48,552 | |
Total non-current assets | 0 | 5,221,689 | [1] |
Accounts payable | 1,528 | 140,831 | |
Accrued expenses | 53,538 | 393,648 | |
Total current liabilities | 120,192 | 4,905,489 | [1] |
Deferred tax liability | 0 | 883,637 | |
Total long-term liabilities | $ 0 | $ 883,637 | [1] |
[1] | Reclassified for discontinued operations. See note 2. |
Discontinued Operations (Deta38
Discontinued Operations (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Severance Costs | $ 65,126 | $ 4,371,010 | |
Amortization of Intangible Assets | 2,636,176 | $ 2,238,194 | |
Proceeds from Divestiture of Businesses | 9,521,415 | 0 | |
Gain (Loss) on Disposition of Assets | 3,755,205 | 0 | |
First Aid Division [Member] | |||
Amortization of Intangible Assets | (340,057) | ||
Proceeds from Divestiture of Businesses | 9,670,995 | ||
Divestiture of Business, Consideration Received Other Than Cash | 2,700,000 | ||
Gain (Loss) on Disposition of Assets | 3,755,205 | ||
Dukal Corporation [Member] | |||
Other Receivables | 25,000 | ||
Cost of Sales [Member] | |||
Depreciation | 17,780 | 22,255 | |
Selling, General and Administrative Expenses [Member] | |||
Amortization of Intangible Assets | $ 50,000 | $ 56,250 |
Acquisition of BioD, LLC (Detai
Acquisition of BioD, LLC (Details) - USD ($) | Aug. 05, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | [1] | ||
Assets acquired | ||||||||
Goodwill | $ 64,590,456 | $ 64,590,456 | $ 64,590,456 | $ 8,778,009 | ||||
BioD,LLC [Member] | ||||||||
Assets acquired | ||||||||
Accounts receivable | $ 4,266,588 | |||||||
Inventory | 979,713 | |||||||
Notes receivable | 597,334 | |||||||
Prepaid expenses and other assets | 158,198 | |||||||
Equipment and improvements | 932,940 | |||||||
Acquired identifiable intangible assets | 19,000,000 | 19,000,000 | 19,000,000 | 19,000,000 | ||||
Goodwill | 55,812,447 | |||||||
Total assets acquired | 81,747,220 | |||||||
Current liabilities assumed | ||||||||
Line of credit | 1,420,254 | |||||||
Accounts payable | 702,887 | |||||||
Accrued liabilities | 1,917,525 | |||||||
Total liabilities assumed | 4,040,666 | |||||||
Net assets acquired | 77,706,554 | 29,699,691 | ||||||
Initial cash consideration | [2] | 13,897,112 | ||||||
Initial common stock consideration | [2] | 9,197,875 | ||||||
Settlement of pre-existing relationship | 903,408 | [3] | $ 370,000 | $ 370,000 | ||||
Less BioD cash acquired | (373,374) | |||||||
Net initial consideration | 23,625,021 | |||||||
Contingent consideration | [4] | 54,081,533 | ||||||
Total consideration | $ 77,706,554 | $ 29,699,691 | ||||||
[1] | Reclassified for discontinued operations. See note 2. | |||||||
[2] | Initial consideration includes $2,000,000 held in escrow to secure BioD payment obligations for working capital adjustments and any indemnification claims and $1,178,846 held in escrow pending the collection of two separate classes of accounts receivable. Amounts equal to the collected receivables through August 5, 2017 will be released to the sellers from the accounts receivable escrows with the remainder returned to the Company by September 4, 2017. In September 2016, the Company received $440,054 for working capital adjustments from these reserves. | |||||||
[3] | Reflects settlement of pre-existing relationship between the Company and BioD. | |||||||
[4] | Includes the estimated fair value of potential product regulatory milestone payments in the aggregate estimated amount of up to $29,699,691 and net sales growth earnouts for the trailing twelve months ending June 30, 2017 and 2018 of up to $26,500,000 based on a multiple of incremental net sales, which is payable in cash or at the Company’s discretion, up to 35% in Company common stock (up to an additional 2,863,948 shares), and additional consideration of $562,000. Differences in the contingent consideration recognized (including changes in fair value estimated at each reporting date) and the final amounts paid will be recorded in future Company results of operations. |
Acquisition of BioD, LLC (Det40
Acquisition of BioD, LLC (Details 1) - BioD,LLC [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Aug. 05, 2016 | |
Total acquired identifiable intangible assets | $ 19,000,000 | $ 19,000,000 |
Customer Relationships [Member] | ||
Estimated Useful Life | 5 years | |
Total acquired identifiable intangible assets | $ 10,000,000 | |
Developed Technology Rights [Member] | ||
Estimated Useful Life | 10 years | |
Total acquired identifiable intangible assets | $ 6,000,000 | |
Trademarks and Trade Names [Member] | ||
Estimated Useful Life | 10 years | |
Total acquired identifiable intangible assets | $ 2,000,000 | |
Noncompete Agreements [Member] | ||
Estimated Useful Life | 3 years | |
Total acquired identifiable intangible assets | $ 1,000,000 |
Acquisition of BioD, LLC (Det41
Acquisition of BioD, LLC (Details 2) - BioD,LLC [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net sales | $ 23,776,960 | $ 22,131,402 | $ 69,048,342 | $ 63,074,631 |
Net loss from continuing operations | $ (1,982,531) | $ (4,653,899) | $ (2,507,632) | $ (17,044,443) |
Net loss from continuing operations per common share: basic and diluted | $ (0.07) | $ (0.17) | $ (0.09) | $ (0.63) |
Weighted average number of shares: basic and diluted | 27,826,807 | 27,327,813 | 27,554,311 | 27,228,578 |
Acquisition of BioD, LLC (Det42
Acquisition of BioD, LLC (Details Textual) - USD ($) | Aug. 05, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | [1] | Sep. 30, 2016 | Sep. 30, 2015 | |||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Acquisition Related Costs | $ 2,734,653 | $ 0 | $ 2,892,713 | $ 0 | [1] | |||||
Amortization of Intangible Assets | 2,636,176 | 2,238,194 | ||||||||
Operating Income (Loss), Total | (5,799,005) | $ (5,053,674) | (10,923,558) | $ (17,695,973) | [1] | |||||
Operating Income (Loss) [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Acquisition Related Costs | 2,892,713 | |||||||||
BioD,LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Regulatory Milestone Payments | $ 29,699,691 | |||||||||
Pro forma net sales, Percentage | 35.00% | 13.00% | 12.00% | |||||||
Business Combination Consideration Transferred Equity Interests Issued And Issuable, Shares | 2,863,948 | |||||||||
Payments to Acquire Businesses, Gross | [2] | $ 13,897,112 | ||||||||
Net assets acquired | $ 77,706,554 | $ 29,699,691 | ||||||||
Business Combination Additional Consideration | $ 562,000 | 562,000 | $ 562,000 | |||||||
Business Combination, Targeted Milestone Revenue in year One | 26,500,000 | |||||||||
Business Combination, Targeted Milestone Revenue in year Two | 26,500,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,751,183 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | [2] | $ 9,197,875 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 56,761,691 | |||||||||
Business Acquisition, Expected Cost | 3,107,535 | |||||||||
Escrow Deposits Held For Working Capital Adjustments | 2,000,000 | |||||||||
Escrow Deposits Held For Collection Of Accounts Receivables | 1,178,846 | |||||||||
Escrow Deposit Disbursements Related To Working Capital Adjustments | 440,054 | |||||||||
Royalty Expense | $ 211,429 | 199,395 | ||||||||
Incremental Common Shares Attributable to Dilutive Effect of Accelerated Share Repurchase Agreements | 229,919 | |||||||||
Revenues | 3,985,643 | 3,985,643 | ||||||||
Operating Income (Loss), Total | 3,641,513 | 3,641,513 | ||||||||
Business Combination, Consideration Transferred, Other | $ 903,408 | [3] | 370,000 | 370,000 | ||||||
BioD,LLC [Member] | Pro Forma [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization of Intangible Assets | 1,866,667 | $ 2,400,000 | ||||||||
BioD,LLC [Member] | Operating Income (Loss) [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Acquisition Related Costs | $ 2,892,713 | $ 2,892,713 | ||||||||
[1] | Reclassified for discontinued operations. See note 2. | |||||||||
[2] | Initial consideration includes $2,000,000 held in escrow to secure BioD payment obligations for working capital adjustments and any indemnification claims and $1,178,846 held in escrow pending the collection of two separate classes of accounts receivable. Amounts equal to the collected receivables through August 5, 2017 will be released to the sellers from the accounts receivable escrows with the remainder returned to the Company by September 4, 2017. In September 2016, the Company received $440,054 for working capital adjustments from these reserves. | |||||||||
[3] | Reflects settlement of pre-existing relationship between the Company and BioD. |
Restructuring and Other Charg43
Restructuring and Other Charges (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Balance, January 1, 2016 | $ 2,079,037 |
Charges during period | 0 |
Payments during period | (1,322,910) |
Balance, September 30, 2016 | 756,127 |
Less current portion | (609,396) |
Long term portion | 146,731 |
Chief Executive Officer [Member] | |
Balance, January 1, 2016 | 1,252,105 |
Charges during period | 0 |
Payments during period | (506,366) |
Balance, September 30, 2016 | 745,739 |
Less current portion | (599,008) |
Long term portion | 146,731 |
Other Employees [Member] | |
Balance, January 1, 2016 | 826,932 |
Charges during period | 0 |
Payments during period | (816,544) |
Balance, September 30, 2016 | 10,388 |
Less current portion | (10,388) |
Long term portion | $ 0 |
Restructuring and Other Charg44
Restructuring and Other Charges (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Cost, Number of Positions Eliminated | 39 |
Cash and Cash Equivalents and45
Cash and Cash Equivalents and Investments (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash | $ 20,974,166 | $ 10,784,522 | ||||
Cash equivalents | 5,000,000 | 5,029,683 | ||||
Cash and cash equivalents | 25,974,166 | 15,814,205 | [1] | $ 14,431,513 | $ 19,396,845 | |
Investments in debt securities | 15,000,000 | 25,003,990 | ||||
Investment in equity securities | 15,426,148 | 16,110,178 | $ 8,483,693 | |||
Total investments | 30,426,148 | 41,114,168 | ||||
Total cash and cash equivalents and investments | $ 56,400,314 | $ 56,928,373 | ||||
[1] | Reclassified for discontinued operations. See note 2. |
Cash and Cash Equivalents and46
Cash and Cash Equivalents and Investments (Details 1) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | $ 25,974,166 | $ 15,814,205 |
Total investments | 30,426,148 | 41,114,168 |
Total | 56,400,314 | 56,928,373 |
Debt Securities [Member] | ||
Total investments | 15,000,000 | 25,003,990 |
Equity Securities [Member] | ||
Total investments | 15,426,148 | 16,110,178 |
Quoted prices in active markets (Level 1) [Member] | ||
Cash and cash equivalents | 25,974,166 | 15,814,205 |
Total investments | 30,426,148 | 41,114,168 |
Total | 56,400,314 | 56,928,373 |
Quoted prices in active markets (Level 1) [Member] | Debt Securities [Member] | ||
Total investments | 15,000,000 | 25,003,990 |
Quoted prices in active markets (Level 1) [Member] | Equity Securities [Member] | ||
Total investments | 15,426,148 | 16,110,178 |
Significant other observable inputs (Level 2) [Member] | ||
Cash and cash equivalents | 0 | 0 |
Total investments | 0 | 0 |
Total | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | Debt Securities [Member] | ||
Total investments | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | Equity Securities [Member] | ||
Total investments | 0 | 0 |
Significant unobservable inputs (Level 3) [Member] | ||
Cash and cash equivalents | 0 | 0 |
Total investments | 0 | 0 |
Total | 0 | 0 |
Significant unobservable inputs (Level 3) [Member] | Debt Securities [Member] | ||
Total investments | 0 | 0 |
Significant unobservable inputs (Level 3) [Member] | Equity Securities [Member] | ||
Total investments | $ 0 | $ 0 |
Cash and Cash Equivalents and47
Cash and Cash Equivalents and Investments (Details Textual) - USD ($) | 1 Months Ended | |||||
Jun. 30, 2016 | May 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity securities | 1,877,277 | 2,802,277 | 2,802,277 | |||
Ownership percentage | 5.00% | |||||
Available-for-sale Equity Securities, Amortized Cost Basis | $ 8,483,693 | $ 8,483,693 | ||||
Available-for-sale Securities, Equity Securities | $ 15,426,148 | $ 16,110,178 | $ 8,483,693 | |||
Common Stock, Shares, Outstanding | 28,269,225 | 25,876,870 | ||||
Gain (Loss) on Sale of Equity Investments | $ 4,740,136 | |||||
Comvita stock [Member] | ||||||
Equity Method Investments, Number of Shares Sold | 925,000 | |||||
Equity Method Investment, Amount Sold | $ 7,594,158 | |||||
Common Stock, Shares, Outstanding | 9,796,477 |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Finished goods and available tissue for distribution | $ 8,302,804 | $ 11,039,877 | |
Goods and tissue in process | 974,061 | 346,233 | |
Packaging materials | 1,489,483 | 1,152,993 | |
Raw materials | 3,626,825 | 3,811,910 | |
Total inventories | $ 14,393,173 | $ 16,351,013 | [1] |
[1] | Reclassified for discontinued operations. See note 2. |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes Receivable, Gross | $ 3,025,556 | $ 0 | |
Less current portion | 938,677 | 0 | [1] |
Notes Receivable, Net | 2,086,879 | 0 | [1] |
Interest Bearing Note Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes Receivable, Gross | 2,700,000 | 0 | |
Non- Interest Bearing Note Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes Receivable, Gross | $ 325,556 | $ 0 | |
[1] | Reclassified for discontinued operations. See note 2. |
Notes Receivable (Details Textu
Notes Receivable (Details Textual) | Sep. 30, 2016USD ($) |
Interest Bearing Note Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Accounts, Notes, Loans and Financing Receivable, Net, Current | $ 87,121 |
Non- Interest Bearing Note Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Accounts, Notes, Loans and Financing Receivable, Net, Current | $ 10,556 |
Accrued Expenses and Other Li51
Accrued Expenses and Other Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Accrued compensation and related taxes | $ 3,964,908 | $ 2,298,080 | |
Liabilities related to restructuring (Note 4) | 756,127 | 2,079,037 | |
Accrued sales incentives and other fees | 574,620 | 385,573 | |
Accrued royalties | 482,025 | 510,901 | |
Other | 2,914,373 | 2,038,478 | |
Total accrued expenses and other liabilities | 8,692,053 | 7,312,069 | |
Less current portion | (8,193,998) | (6,297,691) | [1] |
Long term liabilities | $ 498,055 | $ 1,014,378 | |
[1] | Reclassified for discontinued operations. See note 2. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Weighted Average Assumptions Used In Estimation Of Fair Value Of Option Awards [Line Items] | ||||
Risk-free interest rate | 1.34% | 1.85% | 1.41% | 1.61% |
Volatility factor | 43.80% | 45.40% | 43.90% | 45.70% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected option life (years) | 3 years 8 months 8 days | 6 years 3 months | 5 years 1 month 6 days | 5 years 8 months 12 days |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Options | |
Outstanding Begining | shares | 2,301,760 |
Granted | shares | 813,660 |
Forfeited | shares | (130,862) |
Exercised | shares | (7,475) |
Expired | shares | (269,081) |
Outstanding Ending | shares | 2,708,002 |
Expected to vest - September 30, 2016 | shares | 2,680,922 |
Exercisable at September 30, 2016 | shares | 1,967,556 |
Weighted Average Exercise Price | |
Outstanding Begining | $ / shares | $ 9.04 |
Granted | $ / shares | 3.86 |
Forfeited | $ / shares | 5.87 |
Exercised | $ / shares | 3.23 |
Expired | $ / shares | 9.26 |
Outstanding Ending | $ / shares | 7.63 |
Expected to vest - September 30, 2016 | $ / shares | 7.63 |
Exercisable at September 30, 2016 | $ / shares | $ 8.42 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Employee Stock Option [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 115,167 | $ 565,334 | $ 890,061 | $ 2,043,765 |
Discontinued operations [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | (28,333) | 23,258 | (7,940) | 106,238 |
Cost of sales [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | 26,406 | 23,740 | 87,170 | 109,047 |
Selling, general and administrative expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 117,094 | $ 518,336 | $ 810,831 | $ 1,828,480 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of Units | |
Unvested - January 1, 2016 | shares | 152,750 |
Granted | shares | 301,800 |
Vested | shares | (90,450) |
Cancelled | shares | (21,050) |
Unvested - September 30, 2016 | shares | 343,050 |
Weighted Average Fair Value | |
Unvested - January 1, 2016 | $ / shares | $ 8.59 |
Granted | $ / shares | 4.63 |
Vested | $ / shares | 7.5 |
Cancelled | $ / shares | 7 |
Unvested - September 30, 2016 | $ / shares | $ 5.49 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) | Sep. 30, 2016shares |
Class of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 4,899,947 |
Restricted share units outstanding [Member] | |
Class of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 343,050 |
Common stock options outstanding [Member] | |
Class of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 2,708,002 |
Convertible preferred stock [Member] | |
Class of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 73,332 |
Additional stock issuable related to conversion of preferred stock [Member] | |
Class of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 49,782 |
Common stock equivalents available for grant [Member] | |
Class of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 1,725,781 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Aug. 05, 2016 | Sep. 30, 2016 | May 31, 2016 | May 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Stockholders Equity [Line Items] | |||||||||
Convertible Preferred Stock Additional Shares | 49,782 | 49,782 | 49,782 | ||||||
Preferred Stock, Shares Outstanding | 73,332 | 73,332 | 73,332 | 73,332 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 123,114 | 123,114 | 123,114 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 90,450 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Forfeiture Rate | 1.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 813,660 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 12,300 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 49,035 | ||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 5,576 | ||||||||
Shares withheld for minimum payroll taxes | $ 18,010 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,899,947 | 4,899,947 | 4,899,947 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 7,475 | ||||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 551,665 | ||||||||
Payments of Stock Issuance Costs | $ 66,433 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 301,800 | ||||||||
Warrant [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | ||||||||
Private Placement [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | $ 2,233,567 | ||||||||
Common Stock [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 2,392,355 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 84,874 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 90,450 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,751,183 | ||||||||
Selling, General and Administrative Expenses [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 48,733 | $ 70,670 | |||||||
Service based options [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 611,260 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.60 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,034,531 | $ 1,034,531 | $ 1,034,531 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||||
Employee Stock Option [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 5,755 | ||||||||
Allocated Share-based Compensation Expense | $ 115,167 | $ 565,334 | $ 890,061 | 2,043,765 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,725,781 | 1,725,781 | 1,725,781 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 4,633 | ||||||||
Common Stock, Shares Authorized | 6,000,000 | 6,000,000 | 6,000,000 | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options, Beginning Balance | 2,708,002 | 2,708,002 | 2,708,002 | ||||||
Employee Stock Option [Member] | Director [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 30,000 | 15,000 | |||||||
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Allocated Share-based Compensation Expense | $ 117,094 | 518,336 | $ 810,831 | 1,828,480 | |||||
Performance Shares [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 202,400 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 158,868 | 158,868 | $ 158,868 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,213,469 | $ 1,213,469 | $ 1,213,469 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 343,050 | 343,050 | 343,050 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 343,050 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $ 1,602,044 | $ 1,602,044 | $ 1,602,044 | ||||||
Restricted Stock Units (RSUs) [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Allocated Share-based Compensation Expense | $ 257,833 | $ 652,286 | $ 807,589 | $ 1,971,993 | |||||
Series R [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Class of warrant or right, Warrants forfeited | 1,705,330 |
Accumulated Other Comprehensi58
Accumulated Other Comprehensive Income (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Balance at January 1, 2016 | $ 5,272,908 | |
Other comprehensive income before reclassification | 4,908,289 | |
Amounts reclassified from accumulated other comprehensive income | (2,975,813) | $ 0 |
Balance at June 30, 2016 | 7,205,384 | |
Foreign Currency Translation Adjustments [Member] | ||
Balance at January 1, 2016 | 555,938 | |
Other comprehensive income before reclassification | 575,471 | |
Amounts reclassified from accumulated other comprehensive income | 0 | |
Balance at June 30, 2016 | 1,131,409 | |
Unrealized Gain on Equity Securities [Member] | ||
Balance at January 1, 2016 | 4,716,970 | |
Other comprehensive income before reclassification | 4,332,818 | |
Amounts reclassified from accumulated other comprehensive income | (2,975,813) | |
Balance at June 30, 2016 | $ 6,073,975 |
Accumulated Other Comprehensi59
Accumulated Other Comprehensive Income (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Reclassification from AOCI, Current Period, Net of Tax [Abstract] | ||
Income tax provision | $ 1,782,823 | $ 0 |
Amounts reclassified from accumulated other comprehensive income | (2,975,813) | $ 0 |
Other Income [Member] | ||
Reclassification from AOCI, Current Period, Net of Tax [Abstract] | ||
Realized gain on equity securities | (4,758,636) | |
Income Tax Provision [Member] | ||
Reclassification from AOCI, Current Period, Net of Tax [Abstract] | ||
Income tax provision | $ 1,782,823 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 21,809,526 | $ 17,787,527 | [1] | $ 55,525,732 | $ 51,371,639 | [1] | ||
Gross profit | 10,706,462 | 7,295,595 | [1] | 24,771,503 | 21,061,176 | [1] | ||
Direct expense | (13,169,775) | [2] | (8,723,791) | (26,471,153) | [2] | (27,464,208) | ||
Segment contribution | (2,463,313) | (1,428,196) | (1,699,650) | (6,403,032) | ||||
Indirect expenses, net | (2,109,986) | (3,245,845) | (3,257,218) | (10,697,366) | ||||
Net loss from continuing operations | (4,573,299) | (4,674,041) | [1] | (4,956,868) | (17,100,398) | [1] | ||
Advanced Wound Care [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 15,789,683 | 11,348,591 | 37,364,124 | 31,411,631 | ||||
Gross profit | 9,419,831 | 5,496,935 | 20,655,523 | 15,260,095 | ||||
Direct expense | (12,744,522) | [2] | (7,957,641) | (24,987,258) | [2] | (25,173,533) | ||
Segment contribution | (3,324,691) | (2,460,706) | (4,331,735) | (9,913,438) | ||||
Traditional Wound Care [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 6,019,843 | 6,438,936 | 18,161,608 | 19,960,008 | ||||
Gross profit | 1,286,631 | 1,798,660 | 4,115,980 | 5,801,081 | ||||
Direct expense | (425,253) | [2] | (766,150) | (1,483,895) | [2] | (2,290,675) | ||
Segment contribution | 861,378 | 1,032,510 | 2,632,085 | 3,510,406 | ||||
Other [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Gross profit | 0 | 0 | 0 | 0 | ||||
Direct expense | 0 | [2] | 0 | 0 | [2] | 0 | ||
Segment contribution | 0 | 0 | 0 | 0 | ||||
Indirect expenses, net | $ (2,109,986) | $ (3,245,845) | $ (3,257,218) | $ (10,697,366) | ||||
[1] | Reclassified for discontinued operations. See note 2. | |||||||
[2] | The advanced wound care segment includes acquisition related costs of $2,734,653 and $2,892,713 and changes in fair value of contingent consideration of $370,000 and $370,000 for the three and nine months ended September 30, 2016, respectively. |
Operating Segments (Details 1)
Operating Segments (Details 1) - Sales Revenue, Net [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration Risk, Percentage | 83.00% | 84.00% | 80.00% | 84.00% |
Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration Risk, Percentage | 11.00% | 11.00% | 13.00% | 11.00% |
Rest of World [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration Risk, Percentage | 6.00% | 5.00% | 7.00% | 5.00% |
Operating Segments (Details Tex
Operating Segments (Details Textual) - USD ($) | Aug. 05, 2016 | [2] | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Concentration Risk [Line Items] | ||||||||
Business Combination, Acquisition Related Costs | $ 2,734,653 | $ 0 | [1] | $ 2,892,713 | $ 0 | [1] | ||
BioD,LLC [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Business Combination, Consideration Transferred, Other | $ 903,408 | $ 370,000 | $ 370,000 | |||||
Sales Revenue, Net [Member] | CANADA | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration Risk, Percentage | 11.00% | 11.00% | 13.00% | 11.00% | ||||
[1] | Reclassified for discontinued operations. See note 2. | |||||||
[2] | Reflects settlement of pre-existing relationship between the Company and BioD. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Income Tax Expense Benefit [Line Items] | ||||||
Current tax expense | $ (31,315) | $ (170,082) | $ (260,190) | $ (252,735) | ||
Deferred tax benefit | 1,487,592 | 1,221,974 | 648,413 | 1,007,843 | ||
Income tax benefit (expense) | $ 1,456,277 | $ 1,051,892 | [1] | $ 1,394,120 | $ 755,108 | [1] |
Effective tax rate | (24.20%) | (18.40%) | (22.00%) | (4.20%) | ||
[1] | Reclassified for discontinued operations. See note 2. |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Commitments and Contingencies [Line Items] | ||||
Inventory, Finished Goods, Net of Reserves | $ 8,302,804 | $ 11,039,877 | ||
Share-based Compensation, Stock | $ 49,035 | |||
Dividends, Share-based Compensation, Cash | 434,634 | |||
Payment Terms From Distributor | 0.90% | |||
Selling, General and Administrative Expenses [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Compenastion Expense | $ 483,669 | |||
Supply Commitment [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Inventory, Finished Goods, Net of Reserves | $ 2,050,000 | |||
Comvita Agreement [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Related Party Transaction, Purchases from Related Party | 1,879,332 | $ 2,626,705 | ||
Royalty Expense | 1,136,498 | $ 1,086,392 | ||
Due to Related Parties | $ 973,156 | $ 506,795 |