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Acquisition of Surgical Biologics, LLC (Tables)
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12 Months Ended |
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| Acquisition of Surgical Biologics, LLC [Abstract] |
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| Rollforward of earn out liability |
Accrued Earn - Out Acquisition Consideration | | | 2012 | | | 2011 | | | | | | | | | | Beginning balance at January 1, | | $ | 7,410,503 | | | $ | - | | Valuation at acquisition date | | | | | | | 7,404,700 | | Remeasurement adjustments | | | 1,567,050 | | | | 5,803 | | Common stock issued on earn - out | | | (3,185,223 | ) | | | - | | Ending balance at December 31, | | $ | 5,792,330 | | | $ | 7,410,503 | |
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| Purchase price allocation |
The actual purchase price was based on cash paid, the fair value of our stock on the date of the Surgical Biologics acquisition, and direct costs associated with the combination. The actual purchase price was allocated as follows: | | | | | Value of 5,250,000 shares issued at $1.35 per share | | $ | 7,087,500 | | Cash paid at closing | | | 350,000 | | Cash retained for working capital | | | 150,000 | | Assumed Debt | | | 182,777 | | Convertible Secured Promissory Note | | | 1,250,000 | | Fair value of earn-out | | | 7,404,700 | | Total fair value of purchase price | | $ | 16,424,977 | | | | | | | | Assets purchased: | | | | | Tangible assets: | | | | | Debt-free working capital | | $ | 671,880 | | Other assets, net | | | 385 | | Property, plant and equipment | | | 72,866 | | | | | | 745,131 | | Intangible assets: | | | | | Customer relationships | | | 3,520,000 | | Supplier relationships | | | 241,000 | | Patents and know-how | | | 5,530,000 | | Trade names and trademarks | | | 1,008,000 | | In-process research and development – liquid | | | 2,160,000 | | In-process research and development – other | | | 25,000 | | Licenses and permits | | | 13,000 | | | | | | 12,497,000 | | | | | | | | Goodwill | | | 3,182,846 | | Total Assets Purchased | | $ | 16,424,977 | |
Working capital and other assets were composed of the following:
Working capital: | | | | Cash | | $ | 33,583 | | Prepaid Expenses | | | 2,738 | | Accounts Receivable | | | 181,087 | | License Receivable | | | 340,000 | | Inventory | | | 347,106 | | Accounts payable and accrued expenses | | | (196,101 | ) | Deferred rent and customer deposits | | | (36,533 | ) | Debt-free working capital | | | 671,880 | | | | | | | | Current portion of debt | | | (62,590 | ) | Long-term debt | | | (21,187 | ) | Line of credit | | | (99,000 | ) | Net working capital | | $ | 489,103 | | | | | | | | Deposits | | $ | 16,582 | | Deferred rent (non-current) | | | (16,197 | ) | | | | $ | 385 | |
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| Estimated useful lives of acquired intangible assets |
The values assigned to intangible assets are subject to amortization. The intangible assets were assigned the following lives for amortization purposes: | | Estimated useful | Intangible asset: | life (in years) | Customer relationships | 14 | Supplier relationships | 14 | Patents and know-how | 14 | Trade names and trademarks | indefinite | In-process research and development – liquid | indefinite(a) | In-process research and development – other | indefinite | Licenses and permits | 3 |
(a)AmnioFix® injectable was launched in 2012 with amortization recorded over its expected useful life. |
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Rollforward of Earn Out Liability.
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Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 30
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7658586&loc=d3e16265-109275
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 44
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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