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Document and Entity Information
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9 Months Ended | |
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Sep. 30, 2011
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Nov. 07, 2011
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| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Sep. 30, 2011 | |
| Document Fiscal Year Focus | 2011 | |
| Document Fiscal Period Focus | Q3 | |
| 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 | 40,594,553 |
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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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| X | ||||||||||
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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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- 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
Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions. 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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Sep. 30, 2011
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Dec. 31, 2010
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| Accounts receivable, allowance | $ 170,885 | $ 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 | 40,158,043 | 36,994,715 |
| Common stock, shares outstanding | 40,158,043 | 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 | 9 Months Ended | ||
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Sep. 30, 2011
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Sep. 30, 2010
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Sep. 30, 2011
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Sep. 30, 2010
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| Revenue | ||||
| Tissue sales | $ 7,237,118 | $ 4,045,347 | $ 20,476,090 | $ 9,936,095 |
| Royalties and other | 302,383 | 146,639 | 572,690 | 193,424 |
| Total Revenue | 7,539,501 | 4,191,986 | 21,048,780 | 10,129,519 |
| Cost of tissue sales | 1,318,606 | 711,173 | 4,048,049 | 1,832,967 |
| Gross Profit | 6,220,895 | 3,480,813 | 17,000,731 | 8,296,552 |
| Operating Expenses | ||||
| General and administrative | 2,055,192 | 2,128,877 | 5,745,377 | 5,704,863 |
| Sales and marketing | 4,809,592 | 2,320,446 | 13,405,018 | 5,465,431 |
| Depreciation and amortization | 213,213 | 165,145 | 535,259 | 493,608 |
| Non-cash consulting expense | 708,530 | 951,442 | 1,097,005 | 1,227,871 |
| Total Operating Expenses | 7,786,527 | 5,565,910 | 20,782,659 | 12,891,773 |
| Loss from Operations | (1,565,632) | (2,085,097) | (3,781,928) | (4,595,221) |
| Other Income (Expense) | ||||
| Interest expense | (541,163) | (160,289) | (1,039,703) | (680,418) |
| Change in warrant derivative liability | 245,024 | (6,731,857) | 7,471,409 | (6,826,533) |
| Other expense | (1,302,533) | (65,984) | (1,302,533) | (633,176) |
| Total Other Income (Expense) | (1,598,672) | (6,958,130) | 5,129,173 | (8,140,127) |
| Net Loss Before Benefit (Provision) for Income Taxes | (3,164,304) | (9,043,227) | 1,347,245 | (12,735,348) |
| Benefit (Provision) for Income Taxes | ||||
| Current | ||||
| Deferred | ||||
| Net Income (Loss) | $ (3,164,304) | $ (9,043,227) | $ 1,347,245 | $ (12,735,348) |
| Net income (loss) per share: | ||||
| Basic | $ (0.08) | $ (0.26) | $ 0.04 | $ (0.42) |
| Dilutive | $ (0.08) | $ (0.26) | $ 0.03 | $ (0.42) |
| Shares used in the computation: | ||||
| Basic | 39,574,952 | 35,398,628 | 38,378,027 | 30,658,229 |
| Dilutive | 39,574,952 | 35,398,628 | 43,204,930 | 30,658,229 |
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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 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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- 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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- Details
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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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- 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 expense 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 expense recognized during the period. Such amounts may include: (a) unusual costs, (b) loss on foreign exchange transactions, (c) losses on securities (net of profits), and (d) miscellaneous other expense 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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| X | ||||||||||
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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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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The cash outflow to acquire or the cash inflow from the repayment of an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. No definition available.
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| X | ||||||||||
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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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| X | ||||||||||
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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
The component of interest expense representing the noncash expenses charged against earnings in the period to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate caption: Noncash Interest Expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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 aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. 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 other assets used in operating activities less other operating liabilities used in operating activities not separately disclosed in the statement of cash flows. May include changes in other current assets and liabilities, other noncurrent assets and liabilities, or a combination of other current and noncurrent assets and liabilities. 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 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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| X | ||||||||||
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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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| X | ||||||||||
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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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| X | ||||||||||
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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 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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Sep. 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 three and nine months ended September 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
Our
revenue is derived principally from the sale or license of our
medical products, coatings and device implants. The markets in
which we compete 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 our operating
results. Our business could be harmed by a decline in demand for,
or in the prices of, our 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 us to keep up with technological change. Further,
a decline in available tissue donors could have an adverse impact
on the business.
Financial
instruments subjecting us to concentrations of credit risk are
accounts and accounts receivable – related party. We maintain
cash, cash equivalents, and short-term investments with various
domestic financial institutions. From time to time, our cash
balances with its financial institutions may exceed federal deposit
insurance limits.
Our
customers are worldwide with approximately 98% of sales in the
United States for the first three quarters of 2011. One customer
accounted for approximately 9% for the first nine months of 2011
and 2010. One customer represented 30% and 6% of accounts
receivable at September 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 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
We
consider 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. We perform credit evaluations when considered
necessary, but generally do not require collateral to extend
credit.
The
allowance for doubtful accounts is our best estimate of the amount
of probable credit losses in our existing receivables. We determine
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. We do not have any off-balance
sheet credit exposure related to our 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. We amortize 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) we
have entered into a legally binding agreement with the customer; b)
the products or services have been delivered; c) our fee for
providing the products and services is fixed or determinable; and
d) collection of our fee is probable.
Our
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.
We
sell to certain customers under consignment arrangements whereby we
ship product to be stored by the customer. The customer is
required to report the use to us and upon such notice, we invoice
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.
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
We
record 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.
We
record a liability for all tax positions if it is not “more
likely than not” that the position is sustainable based on
its technical merits. We record interest and penalties related to
tax positions with uncertainty in income tax expense. We
had no such interest or penalties for the nine months ended
September 30, 2011 and September 30, 2010.
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 nine month
periods ending September 30, 2010 and the three month period ending
September 30, 2011 as their effects of including outstanding stock
options and warrants are anti-dilutive.
Stock-Based Compensation
We
record stock-compensation expense according to the provisions of
ASC 718 – Compensation –Stock
Compensation. Under ASC 718, stock-based compensation
costs are recognized based on the estimated fair value at the grant
date for all stock-based awards. We estimate 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. We 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, we have 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. We currently do
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, accounts receivable – related party, accounts
payable, other accrued expenses and long-term debt, approximate
their fair values.
We
follow a framework for measuring fair value. The
framework provides a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value
hierarchy are described below:
Level
1: Inputs to the valuation methodology are unadjusted quoted prices
for identical assets or liabilities in active markets.
Level
2: Inputs to the valuation methodology include quoted prices for
similar assets and liabilities in active markets, and inputs that
are observable for the asset or liability, either directly or
indirectly, for substantially the full term of the financial
instrument.
Level
3: Inputs to the valuation methodology are unobservable and
significant to the fair value measurement.
A
financial instrument's level within the fair value hierarchy is
based on the lowest level of any input that is significant to the
fair value measurement.
The
following tables set forth by level, within the fair value
hierarchy, our assets and liabilities as of September 30, 2011 and
December 31, 2010 that are measured at fair value on a recurring
basis:
Warrant derivative liability
Acquisition contingent consideration 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 us.
During
the three and nine months ended September 30, 2011, we 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
September 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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Equity
|
9 Months Ended |
|---|---|
|
Sep. 30, 2011
|
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| Equity | (2) Equity
Reverse Merger/Financing Transactions
On
June 30, 2010, we 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 the
Company’s 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 our
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 our 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 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, we permitted an additional
$450,000 in principal amount outstanding under the bridge financing
to convert into 316,823 shares of our common stock and warrants to
purchase 88,309 shares of our 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, we 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 us to draw down $2.5 million
initially. In addition, upon the mutual agreement of Bacterin
and WTI, WTI 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 was secured by our
personal property and carries an all-in interest rate of
12.5%. Repayment of the initial $2.5 million was interest
only for the first nine months, with principal and interest for the
subsequent 30 months. The WTI facility also allowed us to
obtain separate accounts receivable financing. In connection
with the financing, WTI also received warrants to purchase up to
375,000 shares of our common stock. The warrants have an
exercise price of the lower of $4.00 per share or the price at
which shares of our 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 had the right to receive
additional warrants to purchase 125,000 shares of our common stock
at the same exercise price if we drew 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. We repaid all amounts owed to WTI with our recent
financing through MidCap Funding III, LLC.
We
also issued warrants to purchase a total of 489,710 shares of our
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. We 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, we 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 our
common stock and warrants to purchase 375,747 shares of our common
stock.
On
May 27, 2011, we entered into an equity purchase agreement with an
asset management firm. Under the terms of the agreement, we
received an initial investment of $1 million as part of our 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 our
common stock from time to time. The transactions will be at
our sole option with no additional warrants granted.
On
July 29, 2011, we entered into Loan and Security Agreement with
MidCap Funding III, LLC (“MidCap”), whereby MidCap and
Silicon Valley Bank (“SVB”) agreed to provide a $15
million credit facility which allows us to borrow $7 million
initially, and gives us the ability to borrow up to an additional
$8 million through December 31, 2011 in connection with a
permitted acquisition. We also issued warrants to purchase
192,157 shares of the Company’s
common stock at an exercise price of $2.55 per share in connection
with this transaction.
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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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Acquisition
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Sep. 30, 2011
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| Acquisition | (3) Acquisition
On
July 11, 2011, we 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. These products are
used by many of our current customers and therefore represents an
opportunity to expand our product offerings to these
customers. Under the terms of the Agreement, we
purchased certain assets from Seller, as described in the
Agreement, for $1 million in common stock. In addition, we 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. We also
engaged the sole member of Seller as a consultant. We accounted for
this business combination under the acquisition method in
accordance with ASC 805 – Business Combinations,
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. Revenue in the third quarter of
2011 was immaterial. As a result, the purchase price was
allocated as follows:
Goodwill
is primarily made up of business synergies expected from the
additional product offerings through our established distribution
network.
The
consideration for the purchase price was made up of the following
components:
No
changes to the assumptions made to value the contingent
consideration were made in the third quarter ended September 30,
2011.
The
useful lives of the Customer List and the Trademark are 5 years and
15 years, respectively resulting in the following amortization
schedule:
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- Definition
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Inventories
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Sep. 30, 2011
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| Inventories | (4) 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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Sep. 30, 2011
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| Property and Equipment, Net | (5) 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 nine months ended September
30, 2011 and 2010 was $499,607 and $457,156,
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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Sep. 30, 2011
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| Intangible Assets | (6) 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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Sep. 30, 2011
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| Accrued Liabilities | (7) 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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Sep. 30, 2011
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| Long-Term Debt | (8) Long-Term
Debt
On
July 29, 2011, we entered into Loan and Security Agreement with
MidCap Funding III, LLC (“MidCap”), whereby MidCap and
Silicon Valley Bank (“SVB”) agreed to provide a $15
million credit facility which allows us to borrow $7 million
initially, and gives us 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 our 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.
Long-term
debt consists of the following:
The following is a summary of maturities due on the
debt as of September 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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Sep. 30, 2011
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| Stock-Based Compensation | (9) Stock-Based
Compensation
Our
Equity Incentive Plan ("The Plan") provides for stock awards,
including options and performance stock awards, to be granted to
employees, consultants, independent contractors, officers and
directors. The purpose of the 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
September 30, 2011, we had approximately 1,643,358 shares available
for issuance under the equity plan.
Stock
compensation expense recognized in the statement of operations for
the nine months ended September 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 our stock option plans was as follows:
The
total intrinsic value of options exercised in the nine months of
2011 was $417,951. The aggregate intrinsic value of options
outstanding as of September 30, 2011 is $2,346,322. The aggregate
intrinsic value of exercisable options as of September 30, 2011 is
$1,728,462. As of September 30, 2011, there were
2,607,750 unvested options with a weighted average fair value at
the grant date of $1.18 per option. As of September 30,
2011, the total compensation related to nonvested awards not yet
recognized is $617,860 and is expected to be recognized over 3.9
years.
From
time to time we may grant stock options and restricted stock grants
to consultants. We account for consultant stock options in
accordance with ASC 505-50. Consulting expense for the grant
of stock options to consultants is determined based on the
estimated fair value of the stock options at the measurement date
as defined in ASC 505-50 and is recognized over the vesting
period.
The
following table summarizes restricted stock award activity during
the nine months ended September 30, 2011:
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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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Sep. 30, 2011
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| Warrants | (10) Warrants
In
connection with private placements of convertible debt, short-term
debt, and common stock, we issued warrants to purchase shares of
common stock at an exercise price of between $1.16 and $4.00 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, we 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 our 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.
We
also issued warrants to purchase 489,710 shares of our 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.
In
connection with the MidCap financing described above, MidCap and
SVB received 192,157 warrants to purchase shares of our 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. The fair value of these warrants, $227,388,
was recorded as a discount to the underlying debt and
APIC.
The
following table summarizes our warrant activities for the period
ended September 30, 2011:
We
utilize 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. There were 133,474 additional warrants issued to WTI in the
second quarter of 2011 as a result of the private placement
triggering the anti-dilution clause in the original warrant
agreement. The lattice model accommodates the probability of
exercise price adjustment features as outlined in the warrant
agreements. We 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 nine month periods ended
September 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 our common stock or common
stock equivalents that is lower than the exercise price per share
as stated in the warrant agreement.
The
estimated fair value was derived using the lattice model with the
following assumptions:
The
following table summarizes our activities related to our warrants
used in the derivative liability for the period ended September 30,
2011:
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- Definition
Other Equity Transactions [Text Block] No definition available.
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Commitments and Contingencies
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9 Months Ended | ||||||||||||||||||||
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Sep. 30, 2011
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| Commitments and Contingencies | (11) Commitments
and Contingencies
Operating
Leases
We
lease two office facilities under non-cancelable operating lease
agreements with expiration dates in 2013. For one facility, we have
the option to extend the lease for another ten year term and have
right of first refusal on any sale. We lease additional
office facilities under month-to-month arrangements. Future
minimum payments for the next five years and thereafter as of
September 30, 2011, under these leases, are as
follows:
Rent
expense was $141,394 and $109,944 for the nine months ended
September 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. We have no
contingent rent agreements.
Warranties and Indemnification
Our
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, we have 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.
We have 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 us, arising out of that person's services as our director or
officer or that person's services provided to any other company or
enterprise at our request.
Litigation
From
time to time, we are involved in legal proceedings arising in the
ordinary course of business. In 2010, we were 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 alleged 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. This
case was settled in the third quarter of 2011 for an immaterial
amount.
In
November 2009, a complaint was served on the Company in connection
with the following court action filed in Utah state court:
Yanaki and Activatek, Inc. v. Cook and Bacterin International,
Inc., Case Number 090912772. The complaint involves attempts
by one of the plaintiffs, Yanaki, to sell shares of the
Company’s common stock to a third party in a private
sale. Plaintiffs claim, as their primary
allegation, that the Company intentionally interfered
with the sales contract. Yanaki seeks $300,000, 358,904 shares of
the Company’s common stock, attorneys fees, costs and
punitive damages. ActivaTek alleges that Yanaki intended to
invest the proceeds from his stock sale in ActivaTek and ActivaTek
lost millions of dollars from not receiving that investment.
ActivaTek seeks $5 to $10 million, attorneys fees, costs and
punitive damages. The Company believes this case lacks merit
and plans to vigorously defend these claims.
In
October 2011, we initiated legal proceedings against a former
employee, Patrick Klingler, and his current employer, Tissue
Transplant Technology, Ltd., aka Bone Bank Allografts, aka BoneTec
in the District Court of Douglas County, Colorado alleging breach
of contract, misappropriation of trade secrets, and deceptive trade
practices. We have obtained a temporary restraining
order and are pursuing further relief.
We
believe that the resolution of these matters will not have a
material effect on our 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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- Definition
The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Income Taxes
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9 Months Ended |
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Sep. 30, 2011
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| Income Taxes | (12) Income
Taxes
In
evaluating the realizability of the net deferred tax assets, we
take into account a number of factors, primarily relating to the
ability to generate taxable income. Where it is determined that it
is likely that we 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 we 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 September 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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9 Months Ended |
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Sep. 30, 2011
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| Employee Benefit Plans | (13) Employee
Benefit Plans
As
of January 1, 2011, we 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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Sep. 30, 2011
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| Supplemental Disclosure of Cash Flow Information | (14) 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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9 Months Ended |
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Sep. 30, 2011
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| Related Party Transactions | (15) Related
Party Transactions
Our
Chief Executive Officer serves as a Board member of West Coast
Tissue Services. In addition, one of our directors, Mitchell
Godfrey, serves as a Board member 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 us, thus insuring we have a pipeline of current and future
donors which is necessary for our success. At September 30, 2011 we
had an accounts receivable-related party from West Coast Tissue
Services of $675,098. 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 September 30, 2011, we had an
accounts payable of $423,575 to American Donor Services. No
compensation is paid to our Chief Executive Officer or our
director for their services to those entities.
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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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