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Document and Entity Information
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6 Months Ended | |
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Jun. 30, 2011
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Aug. 09, 2011
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| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jun. 30, 2011 | |
| Document Fiscal Year Focus | 2011 | |
| Document Fiscal Period Focus | Q2 | |
| Trading Symbol | BONE | |
| Entity Registrant Name | BACTERIN INTERNATIONAL HOLDINGS, INC. | |
| Entity Central Index Key | 0001453593 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 39,645,561 |
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- Definition
If the value is true, then the document as an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Details
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, N-1A, etc). The document type is limited to the same value as the supporting SEC submission type, minus any "/A" suffix. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, 497, NCSR, N-CSR, N-CSRS, N-Q, 10-KT, 10-QT, 20-FT, POS AM and Other. No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares outstanding of each of registrant's classes of common stock, as of latest practicable date. Where multiple classes exist define each class by adding class of stock items such as Common Class A [Member], Common Class B [Member] onto the Instrument [Domain] of the Entity Listings, Instrument No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, or (4) Smaller Reporting Company. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Trading symbol of an instrument as listed on an exchange. No definition available.
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid within one year (or one operating cycle, if longer) of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid more than one year (or one operating cycle, if longer) after the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the disposal group (and discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Fair values as of the balance sheet date of all liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments, and which are expected to be extinguished or otherwise disposed of within a year or the normal operating cycle, if longer, net of the effects of master netting arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Inventories not expected to be converted to cash, sold or exchanged within the normal operating cycle. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Details
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- Definition
Total of the portions of the carrying amounts as of the balance sheet date of long-term debt, which may include notes payable, bonds payable, debentures, mortgage loans, and commercial paper, which are scheduled to be repaid within one year or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying values as of the balance sheet date of all long-term debt, which is debt initially having maturities due after one year from the balance sheet date or beyond the operating cycle, if longer, but excluding the portions thereof scheduled to be repaid within one year (current maturities) or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amounts due from parties associated with the reporting entity as evidenced by a written promise to pay, due after 1 year (or 1 business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The total of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer, and the aggregate carrying amount of current assets, as of the balance sheet date, not separately presented elsewhere in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
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Jun. 30, 2011
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Dec. 31, 2010
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| Accounts receivable, allowance | $ 79,684 | $ 157,269 |
| Preferred stock, par value | $ 0.000001 | $ 0.000001 |
| Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares Outstanding | 0 | 0 |
| Common stock, par value | $ 0.000001 | $ 0.000001 |
| Common stock, shares authorized | 95,000,000 | 95,000,000 |
| Common stock, shares issued | 38,858,894 | 36,994,715 |
| Common stock, shares outstanding | 38,858,894 | 36,994,715 |
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- Definition
A valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Shares outstanding equals shares issued minus shares held in treasury and other adjustments, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Statements of Operations (USD $)
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3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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| Revenue | ||||
| Tissue sales | $ 7,370,048 | $ 3,185,772 | $ 13,238,972 | $ 5,890,747 |
| Royalties and other | 138,427 | 15,328 | 270,307 | 46,786 |
| Total Revenue | 7,508,475 | 3,201,100 | 13,509,279 | 5,937,533 |
| Cost of tissue sales | 1,742,144 | 519,082 | 2,729,443 | 1,123,704 |
| Gross Profit | 5,766,331 | 2,682,018 | 10,779,836 | 4,813,829 |
| Operating Expenses | ||||
| General and administrative | 1,410,679 | 1,940,807 | 3,708,054 | 3,406,945 |
| Sales and marketing | 4,331,145 | 1,683,853 | 8,595,426 | 3,126,570 |
| Depreciation | 157,019 | 151,661 | 304,177 | 304,162 |
| Non-cash consulting expense | 147,485 | 182,833 | 388,475 | 276,429 |
| Total Operating Expenses | 6,046,328 | 3,959,154 | 12,996,132 | 7,114,106 |
| Loss from Operations | (279,997) | (1,277,136) | (2,216,296) | (2,300,277) |
| Other Income (Expense) | ||||
| Interest expense | (132,879) | (782,116) | (498,540) | (1,305,533) |
| Change in warrant derivative liability | 7,579 | 7,719 | 7,226,385 | (94,676) |
| Other income | 531 | 6,455 | ||
| Total Other Income (Expense) | (125,300) | (773,866) | 6,727,845 | (1,393,754) |
| Net Loss Before Benefit (Provision) for Income Taxes | (405,297) | (2,051,002) | 4,511,549 | (3,694,031) |
| Benefit (Provision) for Income Taxes | ||||
| Current | ||||
| Deferred | ||||
| Net Income (Loss) | $ (405,297) | $ (2,051,002) | $ 4,511,549 | $ (3,694,031) |
| Net income (loss) per share: | ||||
| Basic | $ (0.01) | $ (0.07) | $ 0.12 | $ (0.13) |
| Dilutive | $ (0.01) | $ (0.07) | $ 0.10 | $ (0.13) |
| Shares used in the computation: | ||||
| Basic | 38,216,956 | 28,318,508 | 37,776,259 | 28,274,935 |
| Dilutive | 38,216,956 | 28,318,508 | 43,572,293 | 28,274,935 |
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- Definition
Total costs related to goods produced and sold during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The component of income tax expense for the period representing amounts of income taxes paid or payable (or refundable) for the period for all income tax obligations as determined by applying the provisions of relevant enacted tax laws to relevant amounts of taxable Income or Loss from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The component of income tax expense for the period representing the increase (decrease) in the entity's deferred tax assets and liabilities pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Net Increase or Decrease in the fair value of the derivative or group of derivatives included in earnings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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- Details
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| X | ||||||||||
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Definition
The total amount of other operating cost and expense items that are associated with the entity's normal revenue producing operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of other income amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) profits on securities (net of losses), and (d) miscellaneous other income items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Revenue earned during the period from the leasing or otherwise lending to a third party the entity's rights or title to certain property. Royalty revenue is derived from a percentage or stated amount of sales proceeds or revenue generated by the third party using the entity's property. Examples of property from which royalties may be derived include patents and oil and mineral rights. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
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- Definition
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of the current period expense charged against operations, the offset which is generally to the allowance for doubtful accounts for the purpose of reducing receivables, and inventory reserves for the purpose of reducing inventory, to an amount that approximates their net realizable value. No definition available.
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- Definition
The cash outflow for the obligation for lease meeting the criteria for capitalization (includes both long and short term portions). No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the disposal group (and discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in cash and cash equivalents. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Net Increase or Decrease in the fair value of the derivative or group of derivatives included in earnings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the amount due to the reporting entity for good and services provided to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management, an entity and its principal owners, management, member of their immediate families, affiliates, or other parties with the ability to exert significant influence. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets,or income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Interest paid other than in cash for example by issuing additional debt securities. As a noncash item, it is added to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow to reacquire common stock during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow to acquire an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow associated with the amount received from holders exercising their stock options. This item inherently excludes any excess tax benefit, which the entity may have realized and reported separately. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow associated with the amount received from holders exercising their stock warrants. No definition available.
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| X | ||||||||||
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- Definition
The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Business Description and Summary of Significant Accounting Policies
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Jun. 30, 2011
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| Business Description and Summary of Significant Accounting Policies | (1) Business
Description and Summary of Significant Accounting
Policies
Business Description
Bacterin
International Holdings, Inc. (the “Company” or
“Bacterin”) develops, manufactures and markets
biologics products to domestic and international markets.
Bacterin’s proprietary methods are used in human allografts
to create stem cell scaffolds and promote bone and other tissue
growth. These products are used in a variety of applications
including enhancing fusion in spine surgery, relief of back pain
with a facet joint stabilization, promotion of bone growth in foot
and ankle surgery, promotion of skull healing following
neurosurgery and cartilage regeneration in knee and other joint
surgeries.
Bacterin’s
device division develops anti-microbial coatings to inhibit
infection based upon proprietary knowledge of the phenotypical
changes made by microbes as they sense and adapt to changes in
their environment. Bacterin develops, employs, and licenses
bioactive coatings for various medical device applications.
Bacterin’s strategic coating initiatives include the
inhibition of biofilm formation, local (as opposed to systemic)
drug delivery, local (as opposed to systemic) pain management, and
anti-thrombotic factors for medical device
applications.
The
accompanying interim condensed consolidated financial statements of
Bacterin for the six months ended June 30, 2011 and 2010 are
unaudited and are prepared in accordance with accounting principles
generally accepted in the United States of America. They
do not include all disclosures required by generally accepted
accounting principles for annual financial statements, but in the
opinion of management, include all adjustments, consisting only of
normal recurring items, necessary for a fair
presentation. Interim results are not necessarily
indicative of results, which may be achieved in the future for the
full year ending December 31, 2011.
These financial statements should be read in conjunction with the
financial statements and notes thereto which are included in
Bacterin’s Annual Report on Form 10-K for the year ended
December 31, 2010. The accounting policies set forth in
those annual financial statements are the same as the accounting
policies utilized in the preparation of these financial statements,
except as modified for appropriate interim financial statement
presentation.
Certain Risks and Concentrations
The
Company's revenue is derived principally from the sale or license
of its medical products, coatings and device implants. The markets
in which the Company competes are highly competitive and rapidly
changing. Significant technological advances, changes in customer
requirements, or the emergence of competitive products with new
capabilities or technologies could adversely affect the Company's
operating results. The Company's business could be harmed by a
decline in demand for, or in the prices of, its products or as a
result of, among other factors, any change in pricing or
distribution model, increased price competition, changes in
government regulations or a failure by the Company to keep up with
technological change. Further, a decline in available tissue
donors could have an adverse impact on the business.
Financial
instruments subjecting the Company to concentrations of credit risk
are accounts and notes receivable. The Company maintains cash, cash
equivalents, and short-term investments with various domestic
financial institutions. From time to time, the Company's cash
balances with its financial institutions may exceed federal deposit
insurance limits.
The
Company's customers are worldwide with approximately 99% of sales
in the United States for the first half of 2011. One customer
accounted for approximately 17% and 7% of the Company’s
revenue for the first half of 2011 and 2010, respectively.
One customer represented 23% and 6% of accounts receivable at June
30, 2011 and December 31, 2010, respectively.
Revenue
by geographical region is as follows:
Use of Estimates
The
preparation of the financial statements requires management of the
Company to make a number of estimates and assumptions relating to
the reported amount of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the period; the carrying amount of property and equipment and
intangible assets; valuation allowances for receivables and
deferred income tax assets; and estimates of expected term and
volatility in determining stock-based compensation expense. Actual
results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments purchased with an
original maturity date of three months or less to be cash
equivalents. Cash equivalents are recorded at cost, which
approximates market value.
Accounts
Receivable and Accounts Receivable – Related
Party
Accounts
receivable represents amounts due from customers for which revenue
has been recognized. Normal terms on trade accounts receivable are
net 30 days and some customers are offered discounts for quick
pay. Accounts receivable – related party include
amounts due from West Coast Tissue Service, a supplier of donors to
the Company. The Company performs credit evaluations when
considered necessary, but generally does not require collateral to
extend credit.
The
allowance for doubtful accounts is the Company’s best
estimate of the amount of probable credit losses in the
Company’s existing receivables. The Company determines the
allowance based on factors such as historical collection
experience, customer’s current creditworthiness, customer
concentration, age of accounts receivable balance and general
economic conditions that may affect a customer’s ability to
pay. Actual customer collections could differ from estimates.
Account balances are charged to the allowance after all means of
collection have been exhausted and the potential for recovery is
considered remote. Provisions to the allowance for doubtful
accounts are charged to expense. The Company does not have any
off-balance sheet credit exposure related to its
customers.
Inventories
Inventories
are stated at the lower of cost or market. Cost is determined
using the specific identification method and includes materials,
labor and overhead.
Property and Equipment
Property
and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization is computed using the
straight-line method over the estimated useful lives of the assets,
generally three to seven years for computers and equipment, and 30
years for buildings. Repairs and maintenance are expensed as
incurred.
Intangible Assets
Intangible
assets include costs to acquire and protect Company patents and are
carried at cost less accumulated amortization. The Company
amortizes these assets on a straight-line basis over their
estimated useful lives of 15 years.
Revenue Recognition
Revenue
is recognized when all of the following criteria are met: a) the
Company has entered into a legally binding agreement with the
customer; b) the products or services have been delivered; c) the
Company’s fee for providing the products and services is
fixed or determinable; and d) collection of the Company’s fee
is probable.
The
Company’s policy is to record revenue net of any applicable
sales, use, or excise taxes. If an arrangement includes a
right of acceptance or a right to cancel, revenue is recognized
when acceptance is received or the right to cancel has
expired.
The
Company sells to certain customers under consignment arrangements
whereby the Company ships product to be stored by the
customer. The customer is required to report the use to the
Company and upon such notice, the Company invoices the
customer.
Research
and development services revenue is recognized as performed, based
on the incurrence of qualifying costs or achievement of milestones
as prescribed in the arrangement.
Non Cash Consulting Expense
Non
cash consulting expense consists of the fair market value of
restricted stock awards to consultants and advisors to the
Company.
Research and Development
Research
and development costs, which are principally related to internal
costs for the development of new technologies and processes for
tissue and coatings, are expensed as incurred.
Income Taxes
The
Company records income taxes under the asset and liability method
as prescribed under FASB Accounting Standards Codification
(“ASC”) 740, Accounting for Income Taxes.
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. When
applicable, a valuation allowance is established to reduce any
deferred tax asset when it is determined that it is more likely
than not that some portion of the deferred tax asset will not be
realized.
The Company records a liability for all tax positions
if it is not “more likely
than not” that the
position is sustainable based on its technical merits. The
Company records interest and penalties related to tax positions
with uncertainty in income tax expense. The Company had
no such interest or penalties for the six months ended June
30, 2010 and June 30, 2011.
Impairment of Long-Lived Assets
Long-lived
assets, including intangible assets, are reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows expected to be
generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceeds the estimated
fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less
costs to sell.
Net Income (Loss) Per Share
A
reconciliation of the denominator used in the calculation of basic
and diluted net income (loss) per share is as follows:
Dilutive
earnings per share are not reported for the three and six month
periods ending June 30, 2010 and the three month period ending June
30, 2011 as their effects of including outstanding stock options
and warrants are anti-dilutive.
Reverse Merger/Financing Transactions
On
June 30, 2010, the Company completed a reverse merger transaction
(the “Reverse Merger”), in which we caused Bacterin
International, Inc., a Nevada corporation (“Bacterin”),
to be merged with and into a wholly-owned Nevada subsidiary created
for purposes of effecting the Reverse Merger, and the stockholders
of Bacterin obtained control of the Company. The Reverse Merger was
consummated under Nevada corporate law pursuant to an Agreement and
Plan of Merger, dated as of June 30, 2010. As a result of the
Reverse Merger, Bacterin became our wholly-owned subsidiary and we
are now engaged, through Bacterin, in the business of biomaterials
research, development, and commercialization. K-Kitz ceased
operations on June 30, 2010 in connection with the Reverse Merger
transaction.
Pursuant
to the terms of the Reverse Merger, the stockholders of Bacterin
immediately preceding the Reverse Merger received one share of the
Company’s common stock for each two shares of Bacterin common
stock such stockholder held prior to the Reverse Merger
(effectively resulting in a de facto one-for-two reverse stock
split of the then outstanding Bacterin shares). The aggregate
number of the Company’s shares of common stock so issued to
the Bacterin stockholders, being 28,257,133 shares, represented
approximately 96% of our outstanding common stock as of the closing
of the Reverse Merger on June 30, 2010, prior to taking into
account the issuance of any shares of our common stock pursuant to
the private placement described below.
All
share amounts, including those for which any securities are
exercisable or convertible, have been adjusted to reflect the
conversion ratio used in the Reverse Merger. In addition,
stockholders equity and earnings per share have been retroactively
restated to reflect the number of shares of Company common stock
received by Bacterin stockholders in the Reverse Merger or the
number of shares of Company common stock receivable by former
Bacterin stockholders upon exercise or conversion of other
securities held by them, as applicable.
Bacterin
was deemed to be the acquiring company for accounting purposes and,
accordingly, the Reverse Merger has been accounted for as a
recapitalization. The consolidated financial statements of
the Company after the Reverse Merger reflect the historical
financial results of Bacterin before the consummation of the
Reverse Merger and do not include the historical financial results
of the Company before the consummation of the Reverse
Merger.
Private Placement
Concurrently
with the closing of the Reverse Merger on June 30, 2010, we also
completed an initial closing of a private placement to selected
qualified investors of shares of our common stock at a purchase
price of $1.60 per share and detachable warrants to purchase
one-quarter share of our common stock (at an exercise price of
$2.50 per share) for each share of common stock purchased in the
private placement.
In
the initial closing on June 30, 2010, we sold 4,934,533 shares
of our common stock and warrants to purchase 1,233,646 shares of
common stock as part of this initial closing. We received gross
proceeds of $7,508,329 in consideration for the sale of the shares
of common stock and warrants, which consisted of (i) $4,026,000 in
net cash from investors in the private placement and (ii)
$3,482,329 from note holders in two earlier Bacterin bridge
financings (conducted to fund working capital and capital
expenditures during the months prior to the Reverse Merger) who
converted their outstanding principal and interest into the private
placement at a 10% discount to the purchase price, being $1.44 per
share, and received identical warrant coverage as the cash
investors except that the exercise price of the converting note
holders’ warrants is $2.25 per share, a 10% discount to the
exercise price of the warrants received by the cash investors. The
note holders in the bridge financings also received warrants to
purchase 1,482,256 shares of our common stock and our placement
agent received warrants to purchase 328,125 shares of our common
stock as part of the bridge financings.
In
the second and final closing of this private placement on July 30,
2010, we sold a total of 1,102,500 additional shares of our common
stock together with additional warrants to purchase an aggregate of
275,625 shares of our common stock for total gross cash proceeds of
$1,764,000.
Our
placement agents received an aggregate of $463,200 in cash fees in
connection with the private placement ($322,080 from the initial
closing and $141,120 from the second and final closing) and were
reimbursed for their out-of-pocket-expenses. In addition, the
placement agents received an aggregate of 106,217 shares of
our common stock (84,167 shares from the initial closing and 22,050
shares from the second and final closing) and warrants to purchase
361,875 shares of our common stock (251,625 shares from the initial
closing and 110,250 shares from the second and final closing) at an
exercise price of $1.60 per share.
Following
the private placement transaction, the Company has permitted an
additional $450,000 in principal amount outstanding under the
bridge financing to convert into 316,823 shares of the
Company’s common stock and warrants to purchase 88,309 shares
of the Company’s common stock on the same terms as if such
debt had actually converted in the private placement
transaction.
On
August 6, 2010, we paid certain of Bacterin’s former
stockholders, who held approximately 371,970 shares of
Bacterin common stock in the aggregate, the fair value for such
shares in connection with the exercise of their dissenters’
rights. As a result, and pursuant to the terms of the
agreement governing the Reverse Merger, the former Bacterin
stockholders (excluding the dissenting shareholders) were issued
371,970 shares of our common stock (i.e., the same number
of shares that the dissenting stockholders would have received had
they not exercised their dissenters rights) in proportion to such
stockholders’ pre-Reverse Merger share holding percentages in
Bacterin.
On
November 19, 2010, the Company entered into financing arrangement
with two subsidiaries of Western Technology Investment
(“WTI”), whereby WTI, through its subsidiaries, agreed
to provide a credit facility which allowed the Company to draw down
$2.5 million initially. In addition, upon the mutual
agreement of Bacterin and WTI, WTI has agreed to an additional
commitment through December 31, 2011 of up to 25% of the next new
round of equity financing or up to $3.0 million. The credit
facility is secured by the Company’s personal property and
carries an all-in interest rate of 12.5%. Repayment of the
initial $2.5 million will be interest only for the first six
months, with principal and interest for the subsequent 30
months. The WTI facility also allows the Company to obtain
separate accounts receivable financing. In connection with
the financing, WTI also received warrants to purchase up to 375,000
shares of the Company’s common stock. The warrants have
an exercise price of the lower of $4.00 per share or the price at
which shares of the Company’s stock are sold in the next
qualified financing, if applicable prior to the date of
exercise. The WTI warrants expire on April 30, 2018.
WTI also has the right to receive additional warrants to purchase
125,000 shares of the Company’s common stock at the same
exercise price if the Company draws down the second $2.5 million
tranche of the facility. In January 2011, Middlebury Securities LLC
also received warrants to purchase 25,000 shares of our common
stock for placement agent service in connection with the WTI
transaction.
The
Company also issued warrants to purchase a total of 489,710 shares
of the Company’s common stock to a limited group of existing
investors who exercised existing warrants. The new warrants
have an exercise price of $4.00 per share and expire November 15,
2015. The Company received a total of $1,172,696 from the
cash payments of the exercise price of the existing
warrants.
In
the second quarter of 2011, the Company raised $3,027,504 in a
private placement transaction under Rule 506 of Regulation D.
The transaction resulted in the issuance of 939,377 shares of the
Company’s common stock and warrants to purchase 375,747
shares of the Company’s common stock.
On
May 27, 2011, the Company entered into an equity purchase agreement
with an asset management firm. Under the terms of the
agreement, the Company received an initial investment of $1 million
as part of the Company’s
private placement described above, through the sale of shares of
its common stock to the asset management firm at $3.06 per share, a
price per share equal to the closing price on May 26th, 2011,
together with warrants to purchase an additional 130,719 shares at
the same price per share.
In
addition, the asset management firm has committed to invest, up to
an additional $30 million through the purchase of shares of the
Company's common stock from time to time. The transactions
will be at the Company's sole option with no additional warrants
granted.
Stock-Based Compensation
The
Company records stock-compensation expense according to the
provisions of ASC 718. Under ASC 718, stock-based
compensation costs are recognized based on the estimated fair value
at the grant date for all stock-based awards. The Company
estimates grant date fair values using the Black-Scholes-Merton
option pricing model, which requires assumptions of the life of the
award and the stock price volatility over the term of the
award. The Company records compensation cost of stock-based
awards using the straight line method, which is recorded into
earnings over the vesting period of the award. Pursuant to
the income tax provisions included in ASC 718-740, the Company has
elected the “short cut method” of computing its
hypothetical pool of additional paid-in capital that is available
to absorb future tax benefit shortfalls.
Comprehensive
Income (Loss)
Comprehensive
loss includes net income or loss, as well as other changes in
stockholders’ equity that result from transactions and
economic events other than those with stockholders. The Company
currently does not have any transactions that qualify for
accounting and inclusion as other comprehensive income
(loss).
Fair
Value of Financial Instruments
The
carrying values of financial instruments, including accounts
receivable, notes receivable, accounts payable, other accrued
expenses and long-term debt, approximate their fair
values.
The
Company follows a framework for measuring fair
value. The framework provides a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value
hierarchy are described below:
Level
1: Inputs to the valuation methodology are unadjusted quoted prices
for identical assets or liabilities in active markets.
Level
2: Inputs to the valuation methodology include quoted prices for
similar assets and liabilities in active markets, and inputs that
are observable for the asset or liability, either directly or
indirectly, for substantially the full term of the financial
instrument.
Level
3: Inputs to the valuation methodology are unobservable and
significant to the fair value measurement.
A
financial instrument's level within the fair value hierarchy is
based on the lowest level of any input that is significant to the
fair value measurement.
The
following tables set forth by level, within the fair value
hierarchy, the Company's assets and liabilities as of June 30, 2011
and December 31, 2010 that are measured at fair value on a
recurring basis:
Warrant
derivative liability
The
valuation technique used to measure fair value of the warrant
liability is based on a lattice model and significant assumptions
and inputs determined by the Company.
During
the three and six months ended June 30, 2011, the Company did not
change any valuation techniques used to measure financial assets
and liabilities at fair value.
Level
3 Changes
The
following is a reconciliation of the beginning and ending balances
for liabilities measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) during the period ending
June 30, 2011:
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- Definition
The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Inventories
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Jun. 30, 2011
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| Inventories | (2) Inventories
Inventories
consist of the following:
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- Definition
The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Property and Equipment, Net
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| Property and Equipment, Net | (3) Property
and Equipment, Net
Property
and equipment, net are as follows:
Depreciation
expense related to property, plant and equipment, including
property under capital lease for the six months ended June 30, 2011
and 2010 was $304,177 and $304,162, respectively.
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- Definition
The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Intangible Assets
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Jun. 30, 2011
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| Intangible Assets | (4) Intangible
Assets
Bacterin
has been issued various patents with regards to processes for its
products. Costs to apply for and maintain patents are capitalized
as intangible assets.
The
following table sets forth information regarding intangible
assets:
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- Definition
The entire disclosure for all or part of the information related to intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Accrued Liabilities
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| Accrued Liabilities | (5) Accrued
Liabilities
Accrued
liabilities consist of the following:
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- Definition
The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Long-Term Debt
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Jun. 30, 2011
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| Long-Term Debt | (6) Long-Term
Debt
Effective
January 14, 2011, the Company entered into a Loan and Security
Agreement with Bridge Bank, National Association
(“Bridge Bank”) whereby Bridge Bank agreed to provide a
two year revolving credit facility which allows the Company to
borrow, subject to borrowing base limitations, up to the lesser of
(i) 80% of the Company’s eligible accounts receivable, or
(ii) $3 million, increasing to $5 million if the Company achieves
two consecutive quarters of profitability of at least $4 million in
the aggregate. Amounts advanced will carry interest at the Bridge
Bank prime rate plus 2.25% (subject to a minimum prime rate of 4%)
and will be secured by the Company’s accounts receivable and
other personal property.
Long-term
debt consists of the following:
The following is a summary of maturities due on the debt as of June
30, 2011:
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- Definition
The entire disclosure for long-term debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Stock-Based Compensation
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Jun. 30, 2011
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| Stock-Based Compensation | (7) Stock-Based
Compensation
The
Company’s Equity Incentive Plan ("The Plan") provides
for stock awards, including options and performance stock awards,
to be granted to employees, consultants, independent contractors,
officers and directors. The purpose of the incentive
compensation plan is to enable us to attract, retain and motivate
key employees, directors and, on occasion, independent consultants,
by providing them with stock options and restricted stock
grants. Stock options granted under the incentive
compensation plan may be either incentive stock options to
employees, as defined in Section 422A of the Internal Revenue Code
of 1986, or non-qualified stock options. The plan is
currently administered by the compensation committee of our Board
of Directors. The administrator of the plan has the power to
determine the terms of any stock options granted under the
incentive plan, including the exercise price, the number of shares
subject to the stock option and conditions of exercise. Stock
options granted under the incentive plan are generally not
transferable, vest in installments and are exercisable during the
lifetime of the optionee only by such optionee. The exercise
price of all incentive stock options granted under the incentive
plan must be at least equal to the fair market value of the shares
of common stock on the date of the grant. The specific terms
of each stock option grant will be reflected in a written stock
option agreement. At June 30, 2011, the Company had
approximately 89,607 shares available for issuance under the equity
plan. Subsequent
to June 30, 2011, the shareholders approved an increase of
3,000,000 available shares under the Plan.
Stock
compensation expense recognized in the statement of operations for
the three months ended June 30, 2011 and 2010 is based on awards
ultimately expected to vest and reflects an estimate of awards that
will be forfeited. ASC 718 requires forfeitures to be
estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those
estimates.
The
estimated fair value of stock options granted is done using the
Black-Sholes-Merton method applied to individual grants. Key
assumptions used to estimate the fair value of stock awards are as
follows:
Activity
under the Company’s stock option plans was as
follows:
The
total intrinsic value of options exercised in the first half of
2011 was $93,600. The aggregate intrinsic value of options
outstanding as of June 30, 2011 is $6,040,385. The aggregate
intrinsic value of exercisable options as of June 30, 2011 is
$4,006,465. As of June 30, 2011, the total compensation related to
nonvested awards not yet recognized is $2,033,920 and is expected
to be recognized over 3.7 years.
From
time to time the Company may grant stock options to
consultants. The Company accounts for consultant stock
options in accordance with ASC 505-50. Compensation expense
for the grant of stock options to consultants is determined based
on the estimated fair value of the stock options at the measurement
date as defined in ASC 505-50 and is recognized over the vesting
period.
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- Definition
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Warrants
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Jun. 30, 2011
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| Warrants | (8) Warrants
In
connection with private placements of convertible debt, short-term
debt, and common stock, the Company issued warrants to purchase
shares of common stock at an exercise price of between $1.16 and
$2.50 per share. During 2009, 38,400 warrants were issued with
private placements of common stock, 86,400 warrants were issued
with the placement of short-term debt and 105,600 warrants were
issued with the placement of convertible notes.
Warrants issued with common stock were recorded as additional
paid in capital at the estimated fair market value of $13,601 in
2009.
From
January 1, 2010, through December 31, 2010, we issued warrants to
purchase 1,570,565 shares of our common stock at an exercise price
between $2.16 and $2.50 per share in connection with
Bacterin’s two prior bridge financings and warrants to
purchase 1,509,271 shares of our common stock in connection with
the closing of our private placement on June 30, 2010 and July 30,
2010 described above. Warrants to purchase 904,688 shares of
our common stock which were issued to investors who purchased
shares for cash in the private placement have an exercise price of
$2.50 per share and warrants to purchase 604,583 shares of our
common stock which were issued to note holders who converted debt
they acquired in Bacterin’s two prior bridge financings into
the private placement have an exercise price of $2.25 per share, a
10% discount to the exercise price of the investors for
cash.
Additionally,
we issued warrants to our placement agents to purchase 328,125
shares of our common stock at an exercise price of $1.66 per share
in connection with Bacterin’s two prior bridge financings and
361,875 shares of our common stock at an exercise price of
$1.60 per share in connection with the private placements which
closed on June 30, 2010 and July 30, 2010.
In
November 2010, the Company issued warrants to purchase 375,000
shares of common stock to WTI in connection with a financing
transaction. The warrants have an exercise price of the lower of
$4.00 per share or the price at which shares of the Company’s
stock are sold in the next qualified financing, if applicable,
prior to the date of exercise. As a result of the second quarter of
2011 private placement, WTI received an additional 133,474 warrants
resulting in a total of 508,474 warrants owned by WTI and the
strike price was reduced to $2.95. The warrants expire on
April 30, 2018. WTI also has the right to receive additional
warrants to purchase 125,000 shares of the Company’s common
stock at the same exercise price if the Company draws down the
second $2.5 million tranche of the facility.
The
Company also issued warrants to purchase 489,710 shares of the
Company’s common stock to a limited group of investors at an
exercise price of $4.00 per share in exchange for those investors
exercising their existing 489,710 warrants at exercise price
ranging from $2.16 to $2.50 per share.
Associated
with the second quarter of 2011 private placement of common stock,
375,747 warrants with exercise prices ranging from $2.95 to $3.52
were issued to the participants. Warrants issued with common stock
under this private placement were recorded as additional paid in
capital at their estimated fair market value of $312,285 during the
second quarter of 2011.
The estimated fair value was derived using the Black
Scholes model with the following assumptions:
The
following table summarizes our warrant activities for the period
ended June 30, 2011:
The
Company utilizes a lattice model to determine the fair
market value of the warrants. The 1,570,565 warrants issued
in connection with the bridge financings and the 375,000 warrants
issued in connection with the WTI financing were accounted for as
derivative liabilities in connection with the price
protection provisions of the warrants in compliance with ASC
815. The lattice model accommodates the probability of exercise
price adjustment features as outlined in the warrant agreements.
The Company recorded an unrealized gain of $7,579 and $7,226,385
resulting from the change in the fair value of the warrant
derivative liability for the three and six month periods ended June
30, 2011, respectively. Under the terms of the warrant agreement,
at any time while the warrant is outstanding, the exercise price
per share can be reduced to the price per share of future
subsequent equity sales of the Company’s common stock or
common stock equivalents that is lower than the exercise price per
share as stated in the warrant agreement.
Activity for the warrants included in the derivative
liability is as follows:
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- Definition
The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments and Contingencies
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Jun. 30, 2011
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| Commitments and Contingencies | (9) Commitments
and Contingencies
Operating
Leases
The
Company leases two office facilities under non-cancelable operating
lease agreements with expiration dates in 2013. For one facility,
the Company has the option to extend the lease for another ten year
term and has right of first refusal on any sale. The Company
leases additional office facilities under month-to-month
arrangements. Future minimum payments for the next five years
and thereafter as of June 30, 2011, under these leases, are as
follows:
Rent
expense was $85,053 and $71,492 for the six months ended June 30,
2011 and 2010, respectively. Rent expense is determined using
the straight-line method of the minimum expected rent paid over the
term of the agreement. The Company has no contingent rent
agreements.
Warranties
and Indemnification
The
Company's arrangements generally include certain provisions for
indemnifying customers against liabilities if its products or
services infringe a third-party's intellectual property rights. To
date, the Company has not incurred any material costs as a result
of such indemnifications and has not accrued any liabilities
related to such obligations in the accompanying financial
statements.
The
Company has also agreed to indemnify its directors and executive
officers for costs associated with any fees, expenses, judgments,
fines and settlement amounts incurred by any of these persons in
any action or proceeding to which any of those persons is, or is
threatened to be, made a party by reason of the person's service as
a director or officer, including any action by the Company, arising
out of that person's services as the Company's director or officer
or that person's services provided to any other company or
enterprise at the Company's request.
Litigation
From
time to time, the Company is involved in legal proceedings arising
in the ordinary course of business. We
have been served a complaint in connection with Civil Action No.
8:10-cv-01589-VMC-EAJ filed by minSURG International, Inc., or
minSURG, in the United States District Court in the Middle District
of Florida. In this action, minSURG alleges infringement of
U.S. Patent No. 7,708,761, entitled “Spinal Plug for a
Minimally Invasive Facet Joint Fusion System” by many
companies in our industry. minSURG seeks an injunction
against alleged patent infringement plus unspecified commercial
monetary damages. We have entered into a joint defense agreement
with many of the other defendants in this action and plan a
vigorous defense. Regardless of the outcome of this case, we
do not anticipate this notice to have a material impact on our
overall sales or operating results. Plaintiff’s
request for a preliminary injunction was denied and a Markman
hearing has been scheduled by the Court.
The
Company believes that the resolution of these matters will not have
a material effect on the Company's financial position, results of
operations or liquidity. Legal fees are charged to expense as
incurred, unless the probability of incurring a loss is high and
the amount can be reasonably estimated, in which case the estimated
loss is accrued.
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| X | ||||||||||
|
- Definition
The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Income Taxes
|
6 Months Ended |
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|
Jun. 30, 2011
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| Income Taxes | (10) Income
Taxes
In
evaluating the realizability of the net deferred tax assets, the
Company takes into account a number of factors, primarily relating
to the ability to generate taxable income. Where it is determined
that it is likely that the Company will be unable to realize
deferred tax assets, a valuation allowance is established against
the portion of the deferred tax asset. Because it cannot be
accurately determined when or if the Company will become
profitable, a valuation allowance was provided against the entire
deferred income tax asset balance.
The
2007 through 2009 tax years remain open to examination by the
Internal Revenue Service and the 2005 to 2009 tax years remain open
to the Montana Department of Revenue. These taxing
authorities have the authority to examine those tax years until the
applicable statute of limitations expire. As of June 30, 2011
the federal and state 2010 income tax returns were not filed,
however extensions were timely filed.
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- Definition
The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Employee Benefit Plans
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6 Months Ended |
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Jun. 30, 2011
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| Employee Benefit Plans | (11) Employee
Benefit Plans
As
of January 1, 2011, the Company switched from a SIMPLE IRA to a
401(k) retirement plan. Qualified employees may defer their
salary and the deferrals are matched up to 2%. The 2%
matching will be paid by December 31, 2011 for the year ended
December 31, 2011. Employees who make contributions in 2011
must be employed as of December 31, 2011 to be eligible for the
matching contribution. The plan covers substantially all
full-time employees. Under the terms of the plan,
participants may contribute up to the lower of $16,500 of their
salary or the statutorily prescribed limit to the plan.
Employees are eligible after six months of employment and may
enroll twice a year in January and July.
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- Definition
The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. No definition available.
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Supplemental Disclosure of Cash Flow Information
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Jun. 30, 2011
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| Supplemental Disclosure of Cash Flow Information | (12) Supplemental
Disclosure of Cash Flow Information
Supplemental
cash flow information is as follows:
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- Definition
The entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Related Party Transactions
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6 Months Ended |
|---|---|
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Jun. 30, 2011
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| Related Party Transactions | (13) Related
Party Transactions
Our
Chief Executive Officer serves as a Board member of West Coast
Tissue Services and is Chairman of the Board of American Donor
Services. In addition, our Vice President – Biologics and one
of our directors, Mitchell Godfrey, also serve as Board members of
American Donor Services. Both of these entities recover tissues
from donors and we reimburse them for recovery fees including labor
costs. These relationships benefit the Company, thus insuring we
have a pipeline of current and future donors which is necessary for
our success. The aggregate amount of all payments made to these
entities since January 1, 2008 is $1,327,876 to West Coast Tissue
Services and $1,887,329 to American Donor Services. At June 30,
2011 the Company had an accounts receivable-related party from West
Coast Tissue Services of $666,173. Accounts payable to
American Donor Services of $600,000 as of May 2, 2011 was converted
to 170,454 shares of common stock. As of June 30, 2011, the
Company had an accounts payable of $300,034 to American Donor
Services. No compensation is paid to our Chief Executive Officer,
our VP – Biologics or our director for their services to
those entities.
At
June 30, 2011, the Company has a note receivable from its Chief
Executive Officer of $82,398 which existed prior to the reverse
merger transaction in June 2010, before we became a public
corporation. The Company expects to collect the note and accrued
interest by September 30, 2011.
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- Definition
The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Subsequent Events
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6 Months Ended |
|---|---|
|
Jun. 30, 2011
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| Subsequent Events | (14) Subsequent
Events
On
July 11, 2011, the Company signed an Asset Purchase Agreement
(“Agreement”) with Robinson MedSurg, LLC
(“Seller”), a company engaged in the manufacture,
distribution and sale of implantable medical devices for
maxillofacial, craniofacial and orthopedic uses. Under the terms of
the Agreement, the Company
purchased certain assets from Seller, as described in the
Agreement, for $1 million in common stock of the Company. In
addition, the Company agreed to pay Seller an additional $500,000
in common stock when gross revenue from the sale of products
resulting from the purchased assets (“Products”)
equals
or exceeds $1 million, and an additional $500,000 in common stock
when gross revenue from the sale of Products equals or exceeds $2
million, provided that such gross revenue thresholds are achieved
within 2 years. The Company also engaged the sole member of Seller
as a consultant. The Company will account for this business
combination under the acquisition method in accordance with ASC
805, which requires the acquiring entity in a business combination
to recognize all (and only) the assets acquired and liabilities
assumed in the transaction; establishes the acquisition-date fair
value as the measurement objective for all assets acquired and
liabilities assumed; and requires the acquirer to disclose to
investors and other users all of the information they need to
evaluate and understand the nature and financial effect of the
business combination.
On
July 29, 2011, the Company entered into Loan and Security Agreement
with MidCap Funding III, LLC (“MidCap”), whereby MidCap
and Silicon Valley Bank (“SVB”) agreed to provide a $15
million credit facility which allows the Company to borrow $7
million initially, and gives the Company the ability to borrow up
to an additional $8 million through December 31, 2011 in connection
with a permitted acquisition. The credit facility is
secured by substantially all of the Company’s assets and
carries an interest rate of LIBOR plus 7.5%, subject to a LIBOR
floor rate of 3%. Repayment will be interest only for the first
nine months, with principal and interest for the subsequent 33
months.
In
connection with the MidCap financing described above, MidCap and
SVB received warrants to purchase shares of the Company’s
common stock equal to 7% of the amount drawn on the credit facility
divided by the exercise price of $2.55 per share. The warrants have
a seven year term. MidCap and SVB also have the right to receive
additional warrants if additional amounts are drawn under the
facility.
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| X | ||||||||||
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- Definition
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. No definition available.
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