Attached files
file | filename |
---|---|
8-K - Xtant Medical Holdings, Inc. | v189893_8k.htm |
EX-10.4 - Xtant Medical Holdings, Inc. | v189893_ex10-4.htm |
EX-10.2 - Xtant Medical Holdings, Inc. | v189893_ex10-2.htm |
EX-21.1 - Xtant Medical Holdings, Inc. | v189893_ex21-1.htm |
EX-10.8 - Xtant Medical Holdings, Inc. | v189893_ex10-8.htm |
EX-3.2(A) - Xtant Medical Holdings, Inc. | v189893_ex3-2a.htm |
EX-10.7 - Xtant Medical Holdings, Inc. | v189893_ex10-7.htm |
EX-10.6 - Xtant Medical Holdings, Inc. | v189893_ex10-6.htm |
EX-99.1 - Xtant Medical Holdings, Inc. | v189893_ex99-1.htm |
EX-10.5 - Xtant Medical Holdings, Inc. | v189893_ex10-5.htm |
EX-10.9 - Xtant Medical Holdings, Inc. | v189893_ex10-9.htm |
EX-99.3 - Xtant Medical Holdings, Inc. | v189893_ex99-3.htm |
EX-10.3 - Xtant Medical Holdings, Inc. | v189893_ex10-3.htm |
EX-10.10 - Xtant Medical Holdings, Inc. | v189893_ex10-10.htm |
EXHIBIT
99.2
BACTERIN
INTERNATIONAL, INC.
Balance
Sheets
As
of March 31, 2010 and December 31, 2009
March 31,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
|
(unaudited)
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 280,103 | $ | 54,155 | ||||
Accounts
receivable, net of allowance of $88,164 and $81,803,
respectively
|
1,558,944 | 1,314,418 | ||||||
Notes
receivable - trade
|
426,565 | 270,565 | ||||||
Notes
receivable from stockholder
|
22,178 | - | ||||||
Inventories,
net
|
5,556,378 | 5,000,713 | ||||||
Prepaid
and other current assets
|
40,000 | 30,000 | ||||||
7,884,168 | 6,669,851 | |||||||
Property
& equipment, net
|
3,136,498 | 3,248,096 | ||||||
Intangible
assets, net
|
557,627 | 554,268 | ||||||
Other
assets
|
13,675 | 13,675 | ||||||
$ | 11,591,968 | $ | 10,485,890 | |||||
LIABILITIES
& STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Warrant
derivative liability
|
$ | 515,227 | $ | 75,231 | ||||
Accounts
payable
|
1,252,695 | 1,403,950 | ||||||
Accrued
liabilities
|
571,750 | 463,630 | ||||||
Notes
payable
|
740,615 | 1,126,693 | ||||||
Notes
payable to stockholders
|
183,461 | 183,461 | ||||||
Current
portion of capital lease obligations
|
69,584 | 85,071 | ||||||
Convertible
notes payable ($3,825,000 net of debt discount of
$308,837)
|
3,516,163 | 820,787 | ||||||
Current
portion of long-term debt
|
1,193,591 | 1,202,574 | ||||||
8,043,086 | 5,361,397 | |||||||
Capital
lease obligation, less current portion
|
17,474 | 27,074 | ||||||
Long-term
debt, less current portion
|
333,548 | 412,545 | ||||||
8,394,108 | 5,801,016 | |||||||
Stockholders'
Equity
|
||||||||
Preferred
stock, $.0001 par value; 15,000,000 shares authorized; No shares issued
and outstanding
|
- | - | ||||||
Common
stock, $.00001 par value; 135,000,000 shares authorized; 56,501,130 issued
and outstanding shares on March 31 2010 and 56,423,125 issued
and outstanding shares on December 31, 2009
|
565 | 565 | ||||||
Additional
paid-in capital
|
22,394,210 | 22,238,210 | ||||||
Treasury
stock, 117,794 shares
|
( 76,566 | ) | (76,566 | ) | ||||
Retained
deficit
|
(19,120,349 | ) | (17,477,335 | ) | ||||
3,197,860 | 4,684,874 | |||||||
$ | 11,591,968 | $ | 10,485,890 |
See
Accompanying Notes to Financial Statements.
1
BACTERIN
INTERNATIONAL, INC.
Statements of Operations
(unaudited)
For
the Three Months Ended March 31, 2010 and 2009
March
31,
|
||||||||
2010
|
2009
|
|||||||
REVENUE:
|
||||||||
Product
sales
|
$ | 2,707,124 | $ | 1,984,676 | ||||
Royalties
and other
|
29,309 | 113,765 | ||||||
TOTAL
REVENUE
|
2,736,433 | 2,098,441 | ||||||
Cost
of product sales
|
604,622 | 483,640 | ||||||
GROSS
PROFIT
|
2,131,811 | 1,614,801 | ||||||
OPERATING
EXPENSES:
|
||||||||
Selling,
general, and administrative
|
1,671,081 | 793,032 | ||||||
Compensation
expense
|
1,483,871 | 720,446 | ||||||
TOTAL
OPERATING EXPENSES
|
3,154,952 | 1,513,478 | ||||||
INCOME
(LOSS) FROM OPERATIONS
|
(1,023,141 | ) | 101,323 | |||||
INTEREST
AND OTHER INCOME (EXPENSE)
|
||||||||
Interest
expense
|
(625,797 | ) | (96,161 | ) | ||||
Other
|
5,924 | 10,867 | ||||||
TOTAL
INTEREST AND OTHER INCOME (EXPENSE), NET
|
(619,873 | ) | (85,294 | ) | ||||
NET
INCOME (LOSS) BEFORE BENEFIT (PROVISION) FOR INCOME TAXES
|
(1,643,014 | ) | 16,029 | |||||
BENEFIT
(PROVISION) FOR INCOME TAXES
|
- | - | ||||||
NET
INCOME (LOSS)
|
$ | (1,643,014 | ) | $ | 16,029 | |||
Net
income (loss) per share:
|
||||||||
Basic
|
$ | (.03 | ) | $ | .00 | |||
Shares
used in the computation:
|
||||||||
Basic
|
56,461,755 | 51,217,984 |
See Accompanying Notes to Financial
Statements.
2
BACTERIN
INTERNATIONAL, INC.
Statements
of Changes in Stockholders’ Equity (Deficit) (unaudited)
For
the Three Months Ended March 31, 2009 and Year Ended December 31,
2009
Total
|
||||||||||||||||||||||
Common
Stock
|
APIC
Options/
|
Additional
|
Retained
|
Treasury
|
stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Warrants
|
paid-in
capital
|
Deficit
|
Stock
|
equity
(deficit)
|
||||||||||||||||
Balance
at December 31, 2008
|
50,738,134 | $ | 507 | $ | 3,744,383 | $ | 13,229,475 | $ | (13,351,593 | ) | $ | - | $ | 3,622,772 | ||||||||
Private
placement
|
2,437,500 | 24 | 13,601 | 1,936,375 | - | - | 1,950,000 | |||||||||||||||
Conversion
of notes to common stock
|
3,020,285 | 30 | - | 2,414,847 | - | - | 2,414,877 | |||||||||||||||
Purchase
of treasury stock
|
(117,794 | ) | - | - | - | - | (76,566 | ) | (76,566 | ) | ||||||||||||
Warrants
for debt issuance
|
- | - | 62183 | - | - | - | 62,183 | |||||||||||||||
Stock-based
compensation
|
345,000 | 4 | 561,355 | 275,991 | - | - | 837,350 | |||||||||||||||
Net
loss
|
- | - | - | - | (4,125,742 | )) | - | (4,125,742 | ) | |||||||||||||
Balance
at December 31, 2009
|
56,423,125 | $ | 565 | $ | 4,381,522 | $ | 17,856,688 | $ | (17,477,335 | ) | (76,566 | ) | $ | 4,684,874 | ||||||||
Issuance
of common stock, options and warrants:
|
||||||||||||||||||||||
Private
placement
|
12,500 | - | - | 10,000 | - | - | 10,000 | |||||||||||||||
Conversion
of notes/interest to common stock
|
65,505 | - | - | 52,404 | - | - | 52,404 | |||||||||||||||
Stock
based compensation
|
- | - | 93,596 | - | - | - | 93,596 | |||||||||||||||
Warrants
for debt/equity issuance
|
- | - | - | - | - | - | - | |||||||||||||||
Net
income
|
- | - | - | - | (1,643,014 | ) | - | (1,643,014 | ) | |||||||||||||
Balance
at March 31, 2010
|
56,501,130 | 565 | 4,475,118 | 17,919,092 | (19,120,349 | ) | (76,566 | ) | 3,197,860 |
See Accompanying Notes to Financial
Statements.
3
BACTERIN
INTERNATIONAL, INC.
Statements
of Cash Flows (unaudited)
For
the Three Months Ended March 31, 2010 and 2009
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Operating
activities:
|
||||||||
Net
income (loss)
|
$ | (1,643,014 | ) | $ | 16,029 | |||
Noncash
adjustments:
|
||||||||
Depreciation
and amortization
|
164,578 | 174,766 | ||||||
Stock/option
awards for services
|
93,596 | 155,794 | ||||||
Provision
for losses on accounts receivable and inventory
|
17,117 | 4,000 | ||||||
Non-cash
interest expense
|
252,776 | 5,909 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(250,887 | ) | (325,432 | ) | ||||
Notes
receivable - trade
|
(156,000 | ) | (74,702 | ) | ||||
Inventories
|
(566,421 | ) | (361,584 | ) | ||||
Prepaid
and other current assets
|
(10,000 | ) | 3,803 | |||||
Accounts
payable
|
(151,255 | ) | (128,813 | ) | ||||
Accrued
liabilities
|
108,120 | (48,536 | ) | |||||
Net
cash provided by operating activities
|
(2,141,390 | ) | (578,766 | ) | ||||
Investing
activities:
|
||||||||
Purchases
of property and equipment
|
(40,903 | ) | (112,988 | ) | ||||
Notes
receivable from stockholder
|
(22,178 | ) | (27,169 | ) | ||||
Intangible
asset additions
|
(15,436 | ) | (13,817 | ) | ||||
Proceeds
on sale of fixed assets
|
- | - | ||||||
(78,517 | ) | (153,974 | ) | |||||
Financing
activities:
|
||||||||
Release
on restriction on cash
|
- | 1,000,000 | ||||||
Payments
on long-term debt
|
(87,980 | ) | (23,955 | ) | ||||
Proceeds
from issuance of convertible debt
|
3,275,000 | - | ||||||
Payments
on convertible debt
|
(340,000 | ) | - | |||||
Payments
on notes payable
|
(386,078 | ) | (500,000 | ) | ||||
(Payments
on) capital leases
|
(25,087 | ) | (58,695 | ) | ||||
Proceeds
from issuance of common stock
|
10,000 | 470,000 | ||||||
Payments
on notes payable to shareholders
|
- | (5,171 | ) | |||||
2,445,855 | 882,179 | |||||||
225,948 | 149,439 | |||||||
Cash
and cash equivalents at beginning of period
|
54,155 | 238,895 | ||||||
Cash
and cash equivalents at end of period
|
$ | 280,103 | $ | 388,334 |
See Accompanying Notes to Financial
Statements.
4
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements
For
the Three Months Ended March 31, 2010 and 2009
(1)
|
Business
Description and Summary of Significant Accounting
Policies
|
Business
Description
Bacterin
International, Inc. (“the “Company” or
“Bacterin”) develops, manufactures
and markets biologics products to domestic and international
markets. Bacterin’s proprietary methods optimize the growth factors
in human allografts to create the ideal stem cell scaffold 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.
Certain
Risks and Concentrations
The
Company's revenue is derived principally from the sale or license of its medical
products, coatings and device implants. The markets in which the Company
competes are highly competitive and rapidly changing. Significant technological
advances, changes in customer requirements, or the emergence of competitive
products with new capabilities or technologies could adversely affect the
Company's operating results. The Company's business could be harmed by a decline
in demand for, or in the prices of, its products or as a result of, among other
factors, any change in pricing or distribution model, increased price
competition, changes in government regulations or a failure by the Company to
keep up with technological change. Further, a decline in available
tissue donors could have an adverse impact on the business.
Financial
instruments subjecting the Company to concentrations of credit risk are accounts
and notes receivable. The Company maintains cash, cash equivalents, and
short-term investments with various domestic financial institutions. From time
to time, the Company's cash balances with its financial institutions may exceed
insurance limits.
The
Company's customers are worldwide with approximately 93% of sales in the United
States for the three months ended March 31, 2010. One customer
accounted for 15% of revenue for the three months ended March 31,
2010. One customer accounted for 13% of the Company's
revenue for the three months ended March 31, 2009. One customer
represented 13% of accounts receivable at March 31, 2010 and one customer
represented 13% of accounts receivable at March 31, 2009.
Revenue
by geographical region is as follows:
For the three months ended
March 31,
|
||||||||
2010
|
2009
|
|||||||
United
States
|
$ | 2,545,661 | $ | 1,901,264 | ||||
Rest
of World
|
192,794 | 200,402 | ||||||
$ | 2,738,455 | $ | 2,101,666 |
Use
of Estimates
The
preparation of the financial statements requires management of the Company to
make a number of estimates and assumptions relating to the reported amount of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and
expenses during the period; the carrying amount of property and equipment and
intangible assets; valuation allowances for receivables and deferred income tax
assets; and estimates of expected term and volatility in determining stock-based
compensation expense. Actual results could differ from those
estimates.
5
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(1)
|
Business
Description and Summary of Significant Accounting Policies
(Continued)
|
Cash
and Cash Equivalents
The
Company considers all highly liquid investments purchased with an original
maturity date of three months or less to be cash equivalents. Cash
equivalents are recorded at cost, which approximates market value.
Accounts
Receivable and Notes Receivable - Trade
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. Notes receivable
include amounts due from West Coast Tissue Service, a supplier of donors to the
Company. The Company performs credit evaluations when considered necessary, but
generally does not require collateral to extend credit.
The
allowance for doubtful accounts is the Company's best estimate of the amount of
probable credit losses in the Company's existing receivables. The Company
determines the allowance based on factors such as historical collection
experience, customer's current creditworthiness, customer concentration, age of
accounts receivable balance and general economic conditions that may affect a
customer's ability to pay. Actual customer collections could differ from
estimates. Account balances are charged to the allowance after all means of
collection have been exhausted and the potential for recovery is considered
remote. Provisions to the allowance for doubtful accounts are charged to
expense. The Company does not have any off-balance sheet credit exposure related
to its customers.
Inventories
Inventories
are stated at the lower of cost or market. Cost is determined using
the specific identification method and includes materials, labor and
overhead.
Property
and Equipment
Property
and equipment are stated at cost less accumulated depreciation and amortization.
Depreciation and amortization is computed using the straight-line method over
the estimated useful lives of the assets, generally three to seven years for
computers and equipment, and 30 years for buildings. Repairs and maintenance are
expensed as incurred.
Intangible
Assets
Intangible
assets include costs to acquire and protect Company patents and are carried at
cost less accumulated amortization. The Company amortizes these assets on a
straight-line basis over their estimated useful lives of 15 years.
Grants
As part
of the Company’s efforts to build the development of new technologies, tissue
donation and expansion of tissue supply, the Company, may, from time-to-time
either provide or receive grants. These grants receipts are used for
research and development efforts.
6
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(1)
|
Business
Description and Summary of Significant Accounting Policies
(Continued)
|
Revenue
Recognition
Revenue
is recognized when all of the following criteria are met: a) the Company
has entered into a legally binding agreement with the customer; b) the
products or services have been delivered; c) the Company's fee for
providing the products and services is fixed and determinable; and
d) collection of the Company’s fee is probable.
The
Company’s policy is to record revenue net of any applicable sales, use, or
excise taxes. If an arrangement includes a right of acceptance or a
right to cancel, revenue is recognized when acceptance is received or the right
to cancel has expired.
The
Company sells to certain customers under consignment arrangements whereby the
Company ships product to be stored by the customer. The customer is
required to report the use to the Company and upon such notice the Company
invoices the customer.
Research
and development services revenue is recognized as performed, based on the
incurrence of qualifying costs or achievement of milestones as prescribed in the
arrangement.
Research
and Development
Research
and development costs, which are principally related to internal costs for the
development of new technologies and processes for tissue and coatings, are
expensed as incurred.
Income
Taxes
The
Company records income taxes under the asset and liability method as prescribed
under FASB Accounting Standards Codification ASC 740, Accounting for Income
Taxes. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. When applicable, a
valuation allowance is established to reduce any deferred tax asset when it is
determined that it is more likely than not that some portion of the deferred tax
asset will not be realized.
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. No impairments of long-lived assets
have been identified in any of the periods presented.
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:
Net
Income (Loss) Per Share:
|
March
31,
|
|||||||
2010
|
2009
|
|||||||
Net
Income (Loss)
|
(1,643,014 | ) | $ | 16,030 | ||||
Weighted
average common shares outstanding for basic net income (loss) per
share
|
56,461,755 | 51,217,984 |
Dilutive
earnings per share are not reported as their effects are
anti-dilutive.
7
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(1)
|
Business
Description and Summary of Significant Accounting Policies
(Continued)
|
Stock-Based
Compensation
On
January 1, 2006, the Company adopted the provisions of ASC 718-40, for its
stock-based compensation plans. Under ASC 718, stock-based
compensation costs are recognized based on the estimated fair value at the grant
date for all stock-based awards. The Company estimates grant date
fair values using the Black-Scholes-Merton option pricing model, which requires
assumptions of the life of the award and the stock price volatility over the
term of the award. The Company records compensation cost of
stock-based awards using the straight line method, which is recorded into
earnings over the vesting period of the award. Pursuant to the income
tax provisions included in ASC 718-740, the Company has elected the “short cut
method” of computing its hypothetical pool of additional paid-in capital that is
available to absorb future tax benefit shortfalls.
Comprehensive
Income (Loss)
Comprehensive
loss includes net income or loss, as well as other changes in stockholders'
equity that result from transactions and economic events other than those with
stockholders. The Company currently does not have any transactions that qualify
for accounting and inclusion as other comprehensive income (loss).
Fair
Value of Financial Instruments
The
carrying values of financial instruments, including accounts receivable, notes
receivable, accounts payable and other accrued expenses, approximate their fair
values.
(2)
|
Notes
Receivable - Trade
|
Notes
receivable consist of the following:
March
31, 2010
|
December
31, 2009
|
|||||||
West
Coast Tissue Service, Inc.
|
$ | 426,565 | $ | 270,565 |
West
Coast Tissue Service, Inc. is a non-profit corporation organized under Section
501(c)(3) of the Internal Revenue Code. The Company has contracted
with West Coast Tissue Service to acquire their donor tissue for use in the
Company’s production. If the Company were unable to continue to
receive donor tissue, it may have a material effect on Bacterin’s financial
statements and results of operations. The notes are non-interest
bearing and are expected to be repaid during 2010.
(3)
|
Inventories
|
Inventories
consist of the following:
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Raw
materials
|
$ | 178,754 | $ | 178.754 | ||||
Raw
materials
|
1,047,966 | 1,100,252 | ||||||
Work
in process
|
1,321,402 | 1,282,080 | ||||||
Finished
goods
|
3,079,012 | 2,499,627 | ||||||
5,627,134 | 5,060,713 | |||||||
Reserve
|
70,756 | 60,000 | ||||||
$ | 5,556,378 | $ | 5,000,713 |
8
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(4)
|
Property
and Equipment, Net
|
Property
and equipment, net are as follows:
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Buildings
|
$ | 1,613,628 | $ | 1,613,628 | ||||
Equipment
|
2,616,562 | 2,575,659 | ||||||
Computer
equipment
|
235,566 | 235,566 | ||||||
Computer
software
|
140,071 | 140,071 | ||||||
Furniture
and fixtures
|
75,007 | 75,007 | ||||||
Leasehold
improvements
|
898,248 | 898,248 | ||||||
Vehicles
|
68,306 | 68,306 | ||||||
Total
cost
|
5,647,388 | 5,606,485 | ||||||
Less:
accumulated depreciation
|
(2,510,890 | ) | (2,358,389 | ) | ||||
$ | 3,136,498 | $ | 3,248,096 |
Maintenance
and repairs expense for the three months ended March 31, 2010 and December 31,
2009, was $25,661 and $43,328, respectively. Depreciation expense
related to property, plant and equipment, including property under capital
lease, for the three months ended March 31, 2010 and 2009 was $152,501 and
$163,575, respectively.
(5)
|
Intangible
assets
|
Bacterin
has been issued various patents with regards to processes for their
products.
The
following table sets forth information regarding intangible assets:
Intellectual
|
||||
Property
|
||||
As
of December 31, 2009:
|
||||
Gross
carrying value
|
$ | 710,471 | ||
Accumulated
amortization
|
(156,203 | ) | ||
Net
carrying value
|
$ | 554,268 | ||
As
of March 31, 2010:
|
||||
Gross
carrying value
|
$ | 725,907 | ||
Accumulated
amortization
|
(168,280 | ) | ||
Net
carrying value
|
$ | 557,627 | ||
Aggregate
amortization expense:
|
||||
December
31, 2009
|
$ | 46,080 | ||
March
31, 2010
|
$ | 12,077 | ||
Estimated
amortization expense:
|
||||
2010
|
$ | 47,364 | ||
2011
|
$ | 47,364 | ||
2012
|
$ | 47,364 | ||
2013
|
$ | 47,364 | ||
2014
|
$ | 47,364 |
9
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(6)
|
Accrued
Liabilities
|
Accrued
liabilities consist of the following:
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Credit
cards
|
$ | - | $ | 10,764 | ||||
Accrued
interest payable
|
26,073 | 75,382 | ||||||
Wages
payable
|
545,677 | 377,484 | ||||||
Other
accrued expenses
|
- | - | ||||||
$ | 571,750 | $ | 463,630 |
(7)
|
Notes
Payable
|
Notes
payable consist of the following:
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Note
payable Kevin Daly
|
$ | - | $ | 200,000 | ||||
Note
payable Hamilton Group
|
240,615 | 426,693 | ||||||
Notes
payable Flathead Bank
|
500,000 | 500,000 | ||||||
$ | 740,615 | $ | 1,126,693 |
The note
payable to Kevin Daly was a 30-day note payable bearing interest at 15% and was
repaid in January 2010. The notes payable Flathead Bank are 6.5% short-term
notes with monthly payments of $3,728 and maturing on June 25,
2010. The notes payable Hamilton Group is a note due under a
factoring contract, secured by accounts receivable.
(8)
|
Convertible
Notes Payable
|
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
12%
convertible note payable, maturing in 2010, extendable by the Company for
two additional three month terms, secured by intellectual property and the
raw material inventory, convertible into the securities offered in a
future qualified offering, defined as the sale of debt or equity
securities generating aggregate gross proceeds of at least
$7,000,000, equal to the lower of $0.80 per share or ninety
percent (90%) of the per share price of the securities sold to
investors in the Qualified Financing if one occurs or convertible anytime
into common stock at $1.00 per share, restrictive covenants were in
compliance as of December 31, 2009
|
$ | 3,825,000 | $ | 890,000 | ||||
Less:
debt discount
|
308,837 | 69,213 | ||||||
$ | 3,516,163 | $ | 820,787 |
10
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(9)
|
Long-Term
Debt
|
Long-term
debt consists of the following:
March 31,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
6.5%
loan payable to Flathead Bank, $7,278 monthly payments including interest,
maturing June 25, 2010, secured by building
|
$ | 974,274 | $ | 976,218 | ||||
8.50%
loan payable to Flathead Bank, $9,329 monthly payments, including
interest, maturing in 2012, secured by equipment
|
269,264 | 293,052 | ||||||
5.00%
loan payable to the City of Belgrade, $3,653 monthly payments, including
interest, maturing in 2012, secured by equipment
|
118,011 | 141,215 | ||||||
5.00%
loan payable to the City of Belgrade, $6,982 monthly payments, including
interest, maturing in 2010, secured by equipment
|
- | 39,044 | ||||||
5.00%
loan payable to Valley Bank of Belgrade, $4,140 monthly payments including
interest, secured by building
|
165,590 | 165,590 | ||||||
8.00%
loan payable to Valley Bank of Belgrade, $4,140 monthly payments including
interest, secured by building
|
- | - | ||||||
1,527,139 | 1,615,119 | |||||||
Less:
Current portion
|
(1,193,591 | ) | (1,202,574 | ) | ||||
$ | 333,548 | $ | 412,545 |
The
following is a summary of maturities due on the long-term debt as of March 31,
2010:
2010
|
$ | 1,193,591 | ||
2011
|
195,608 | |||
2012
|
137,940 | |||
2013
|
- | |||
Thereafter
|
- | |||
Total
|
$ | 1,527,139 |
11
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(10)
|
Capital
Leasing Transactions
|
Future
minimum capital and operating lease payments are as follows:
2010
|
93,752 | |||
2011
|
28,920 | |||
2012
|
- | |||
Thereafter
|
- |
(11)
|
Notes
Payable to Shareholders
|
Notes
payable to shareholders consist of the following:
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Note
payable shareholders
|
$ | 76,969 | $ | 76,969 | ||||
Note
payable Mitch Godfrey
|
106,492 | 106,492 | ||||||
$ | 183,461 | $ | 183,461 |
During
2009, the Company repurchased stock from two shareholders pursuant to a tender
process. These notes were given in payment for the stock and accrued interest at
six percent during the initial term with a maturity of September 29, 2009. When
the notes were not paid on the initial maturity date, they were automatically
extended for an additional four months with a new interest rate of eight
percent. If not paid at the second maturity date, these notes will automatically
extend for an additional four months at an interest rate of ten percent. The
note payable to Mitch Godfrey does not have specified payment terms and bears 6%
interest per annum.
12
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(12)
|
Stock-Based
Compensation
|
The
Company’s 2004 Stock Incentive Plan provides for stock awards, including options
and performance stock awards, to be granted to employees, consultants,
independent contractors, officers and directors. Awards are granted
at the discretion of the Company’s board of directors, at an exercise price and
term determined by the board. However, exercise prices are not less
than the fair market value at the date of grant, and the term of the options is
not greater than ten years. Options generally vest annually over a
period of five years. At March 31, 2010, the Company had
approximately 12 million shares available for issuance under the equity
plan.
Compensation
expense recognized in the statement of operations for the three months ended
March 31, 2010 and 2009 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
method applied to individual grants. Key assumptions used to estimate the fair
value of stock awards are as follows:
Risk Free Rate: The risk-free
rate is determined by reference to U.S. Treasury yields at or near the time of
grant for time periods similar to the expected term of the award.
Expected Term: The Company
does not have adequate history to estimate an expected term of stock-based
awards, and accordingly, uses the short-cut method as prescribed by Staff
Accounting Bulletin 107 to determine an expected term.
Volatility: Since the
Company’s stock is not publicly-traded, the Company estimates expected
volatility based on peer-companies as prescribed by ASC 718.
Dividend Yield: The dividend
yield assumption is based on the Company’s history and expectation of dividend
payouts and was 0% as of March 31, 2010 and 2009.
Activity
under the Company’s stock option plans was as follows:
Three months ended March 31,
2010
|
Three months ended March 31, 2009
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Exercise
|
Exercise
|
|||||||||||||||
|
Shares
|
Price
|
Shares
|
Price
|
||||||||||||
Outstanding
at Jan. 1,
|
6,706,992 | $ | 0.67 | 3,998,326 | $ | 0.59 | ||||||||||
Granted
|
145,000 | 0.48 | 2,050,000 | 0.40 | ||||||||||||
Exercised
|
0.05 | |||||||||||||||
Cancelled
or expired
|
(152,500 | ) | 0.43 | (106,186 | ) | 0.043 | ||||||||||
Outstanding
at March 31,
|
6,699,492 | $ | 0.67 | 5,942,140 | $ | 0.64 | ||||||||||
Exercisable
at March 31,
|
3,112,401 | $ | 0.56 | 1,975,308 | $ | 0.44 |
13
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(13)
|
Stock-Based
Compensation (continued)
|
The
following table summarizes information concerning non-vested option transactions
for the year ended December 31, 2009:
Weighted
|
||||||||
Average
|
||||||||
Grant
Date
|
||||||||
Fair
Value
|
||||||||
Nonvested
Options
|
Shares
|
Per
Share
|
||||||
Nonvested
at January 1, 2009
|
3,700,091 | $ | 0.43 | |||||
Granted
|
145,000 | 0.48 | ||||||
Vested
|
(115,500 | ) | 0.40 | |||||
Forfeited
|
(142,500 | ) | 0.43 | |||||
Nonvested
at December 31, 2009
|
3,587,091 | $ | 0.43 |
From time
to time the Company may grant stock options to consultants. The
Company accounts for consultant stock options in accordance with ASC
505-50. Compensation expense for the grant of stock options to
consultants is determined based on the estimated fair value of the warrants at
the measurement date as defined in ASC 505-50 and is recognized over the vesting
period.
In
connection with private placements of convertible debt, short-term debt, and
common stock, the Company issued warrants to purchase shares of common stock at
an exercise price of between $0.5565 and $1.25 per share. During 2009, 80,000
warrants were issued with private placements of common stock, 180,000 warrants
were issued with the placement of short-term debt and 220,000 warrants were
issued with the placement of convertible notes. In 2008, 1,390,607,
100,000 and 976,288 warrants were issued in connection with convertible debt,
short-term debt and common stock, respectively. The warrants were
exercisable five to seven years from the date of grant. Warrants issued with
common stock were recorded as additional paid in capital at the estimated fair
market value of $13,601 in 2009 and $348,117 in 2008. The warrants
issued with convertible debt and short-term loans were recorded as interest
expense at the estimated fair value of $137,415 in 2009 and $939,545 in 2008
using the following assumptions:
March 31, 2010
|
December 31,
2009
|
|||||||
Value
of underlying common stock (per share)
|
$ | .80 | $ | .80 | ||||
Risk
free rate
|
1.28-1.70 | % | 2.20 | % | ||||
Expected
term
|
2.5-5
years
|
2,5-5 | ||||||
Dividend
yield
|
0 | % | 0 | % | ||||
Volatility
|
71 | % | 44-61 | % |
14
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(14)
|
Commitments
and Contingencies
|
Operating
Leases
The
Company leases office facilities under a non-cancelable operating lease
agreement with an expiration date in 2013. The Company has the option to extend
the lease for another ten year term and has right of first refusal on any
sale. The Company leases additional office facilities under
month-to-month arrangements. Future minimum payments for the next
five years and thereafter as of December 31, 2009, under these
leases, are as follows:
2010
|
$ | 120,000 | ||
2011
|
$ | 120,000 | ||
2012
|
$ | 120,000 | ||
2013
|
$ | 72,258 | ||
Thereafter
|
$ | - |
Rent
expense was $38,620 and $34,758 for the three months ended March 31,
2010 and 2009, respectively. Rent expense is determined
using the straight-line method of the minimum expected rent paid over the term
of the agreement. The Company has no contingent rent
agreements.
Warranties
and Indemnification
The
Company's arrangements generally include certain provisions for indemnifying
customers against liabilities if its products or services infringe a
third-party's intellectual property rights. To date, the Company has not
incurred any material costs as a result of such indemnifications and has not
accrued any liabilities related to such obligations in the accompanying
financial statements.
The
Company has also agreed to indemnify its directors and executive officers for
costs associated with any fees, expenses, judgments, fines and settlement
amounts incurred by any of these persons in any action or proceeding to which
any of those persons is, or is threatened to be, made a party by reason of the
person's service as a director or officer, including any action by the Company,
arising out of that person's services as the Company's director or officer or
that person's services provided to any other company or enterprise at the
Company's request.
Litigation
From time
to time, the Company is involved in legal proceedings arising in the ordinary
course of business. The Company believes that the resolution of these matters
will not have a material effect on the Company's financial position, results of
operations or liquidity. Legal fees are charged to expense as
incurred, unless the probability of incurring a loss is high and the amount can
be reasonably estimated, in which case the estimated loss is
accrued.
15
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(15)
|
Income
Taxes
|
The
components of income (loss) before provision for income taxes consist of the
following:
March 31,
|
||||||||
2010
|
2009
|
|||||||
United
States
|
$ | (1,643,014 | ) | $ | 16,030 | |||
$ | (1,643,014 | ) | $ | 16,030 |
The
components of the income tax provision are as follows:
Three months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Current:
|
||||||||
Federal
|
$ | - | $ | - | ||||
State
|
- | - | ||||||
Total
current
|
- | - | ||||||
Deferred:
|
||||||||
Federal
|
- | - | ||||||
State
|
- | - | ||||||
Total
deferred
|
- | - | ||||||
$ | - | $ | - |
The
reconciliation of income tax attributable to operations computed at the U.S.
Federal statutory income tax rate of 35% to income tax expense is as
follows:
Three Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Statutory
Federal tax rate
|
$ | (575,055 | ) | $ | 5,611 | |||
Valuation
allowance
|
676,261 | (8,483 | ) | |||||
State
income taxes, net of Federal benefit
|
(113,368 | ) | 1,106 | |||||
Nondeductible
meals & entertainment expense
|
12,162 | 1,766 | ||||||
$ | - | $ | - |
16
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(17)
|
Income
Taxes (continued)
|
Deferred
tax components are as follows:
March 31,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
Deferred
tax assets:
|
||||||||
Accrued
liability for vacation
|
$ | 85,734 | $ | 85,734 | ||||
Accrued
commission expense
|
73,684 | 48,318 | ||||||
Bad
debt reserve
|
36,941 | 34,275 | ||||||
Inventory
reserve
|
29,647 | 25,140 | ||||||
Net
operating loss carryovers
|
3,833,439 | 3,654,421 | ||||||
Stock
warrant expense
|
843,321 | 843,321 | ||||||
Debt
issuance expense
|
1,216,559 | 846,341 | ||||||
Stock
compensation
|
700,513 | 661,296 | ||||||
Total
deferred tax assets
|
6,819,838 | 6,198,846 | ||||||
Valuation
allowance
|
(6,704,404 | ) | (6,057,142 | ) | ||||
Net
deferred tax assets
|
115,434 | 141,704 | ||||||
Deferred
tax liabilities:
|
||||||||
Depreciation
|
(152,891 | (179,774 | ) | |||||
Amortization
|
37,457 | 38,070 | ||||||
Total
deferred tax liabilities
|
(115,434 | ) | (141,704 | ) | ||||
Net
deferred tax assets
|
$ | - | $ | - |
The
ultimate realization of deferred tax assets is dependent upon the existence, or
generation, of taxable income in the periods when those temporary differences
and net operating loss carryovers are deductible. Management considers the
scheduled reversal of deferred tax liabilities, taxes paid in carryover years,
projected future taxable income, available tax planning strategies, and other
factors in making this assessment. Based on available evidence, management
does not believe it is more likely than not that all of the deferred tax assets
will be realized. Accordingly, the Company has established a valuation allowance
equal to the net realizable deferred tax assets. The valuation allowance
increased by $676,262 and $1,704,002 for the three months ended March 31, 2010
and year ended December 31, 2009, respectively.
At March
31, 2010 and December 31, 2009, the Company had total domestic Federal and state
net operating loss carryovers of approximately $9,149,020 and $8,652,555,
respectively. Federal net operating loss carryovers expire at various dates
between 2027 and 2029, while state net operating loss carryovers expire between
2024 and 2029.
Under the
Tax Reform Act of 1986, as amended, the amounts of and benefits from net
operating loss carryovers and research and development credits may be impaired
or limited in certain circumstances. Events which cause limitations in the
amount of net operating losses that the Company may utilize in any one year
include, but are not limited to, a cumulative ownership change of more than 50%,
as defined, over a three year period. The Company does not believe that such an
ownership change has occurred in 2010 or 2009.
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 March 31,
2010 the federal and state 2009 income tax returns were not filed, however
extensions were timely filed.
17
BACTERIN
INTERNATIONAL, INC.
Notes
to Unaudited Financial Statements (continued)
For
the Three Months Ended March 31, 2010 and 2009
(18)
|
Employee
Benefit Plans
|
The
Company has a SIMPLE IRA retirement plan established for qualified
employees. Qualified employees may defer their salary and the
deferrals are matched up to 2% for March 31, 2010 and 3% for 2009 of eligible
compensation by the Company. The plan covers substantially all
full-time employees. Under the terms of the plan, participants may contribute up
to the lower of $10,500 of their salary or the statutorily prescribed limit to
the plan. Employees are eligible the first January after their hire
date. The Company made matching contributions during the three
months ended March 31, 2010 and 2009 of $10,956 and $13,970,
respectively.
(19)
|
Supplemental
Disclosure of Cash Flow Information
|
Supplemental
cash flow information is as follows:
March 31,
|
||||||||
2010
|
2009
|
|||||||
Supplemental
disclosure of cash flow information
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | 109,022 | $ | 44,675 | ||||
Income
taxes
|
- | - | ||||||
Non-cash
investing and financing activities:
|
||||||||
Acquisition
of property and equipment under capital lease
|
$ | - | $ | - | ||||
Acquisition
of treasury stock using notes payable
|
$ | - | $ | - | ||||
Conversion
of convertible notes payable into common stock
|
$ | - | $ | - |
(20)
|
Subsequent
Events
|
In April
and May 2010, the Company issued an additional $1,425,000 of convertible notes
on the same terms as the $550,000 of convertible notes issued in December
2009. The Company also renegotiated the convertible note agreements
issued in December 2009 to include additional warrants as incentives for
entering into these agreements so that all note agreements issued have the same
terms and incentives.
18