(Mark One)
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Massachusetts
(State or Other Jurisdiction of Incorporation or Organization)
|
04-3145961
(IRS Employer Identification No.)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
Smaller reporting company
o
|
Page | ||
|
·
|
Our future sales and product revenue, including geographic expansions, possible retroactive price adjustments, and expectations of unit volumes or other offsets to price reductions;
|
|
·
|
Our manufacturing capacity, efficiency gains, and work-in-process manufacturing operations;
|
|
·
|
The timing, scope, and rate of patient enrollment for clinical trials;
|
|
·
|
The development of possible line extensions and new products;
|
|
·
|
Our ability to achieve and/or maintain compliance with laws and regulations;
|
|
·
|
The timing of and/or receipt of Food and Drug Administration (“FDA”), foreign, or other regulatory approvals, clearances, and/or reimbursement approvals of current, new, or potential products, and any limitations on such approvals;
|
|
·
|
Our intention to seek patent protection for our products and processes, and to protect our intellectual property;
|
|
·
|
Our ability to effectively compete against current and future competitors;
|
|
·
|
Negotiations with potential and existing partners, including our performance under any of our existing and future distribution, license, or supply agreements or our expectations with respect to sales and sales threshold milestones pursuant to such agreements;
|
|
·
|
The level of our revenue or sales in particular geographic areas and/or for particular products, and the market share for any of our products;
|
|
·
|
Our current strategy, including our corporate objectives, research and development activities, and collaboration activities;
|
|
·
|
Our expectations regarding our joint health products, including existing products and expectations regarding new products, expanded uses of existing products, new distribution partnerships, and revenue growth;
|
|
·
|
Our intention to increase our market share for joint health products in international and domestic markets or otherwise penetrate growing markets for osteoarthritis of the knee and other joints;
|
|
·
|
Our expectations regarding next generation osteoarthritis/joint health product development, clinical trials, regulatory approvals, and commercial launches;
|
|
·
|
Our expectations regarding revenue from ophthalmic products, including our ability to commercialize ANIKAVISC and ANIKAVISC PLUS, and our expectations regarding such commercialization and the potential profits generated thereby;
|
|
·
|
Our ability to license our aesthetics product to new distribution partners domestically and outside the United States;
|
|
·
|
Our ability, and the ability of our distribution partners, to market our aesthetics dermatology product and our expectations regarding the distribution and sales of ELEVESS and the timing thereof;
|
|
·
|
Our expectations
regarding dermal, surgical, and veterinary sales;
|
|
·
|
Our expectations regarding product gross margin;
|
|
·
|
Our expectations regarding CINGAL, including the expense associated therewith, and our ability to obtain regulatory approvals for this product;
|
|
·
|
Our expectations for changes in operating expenses, including research and development and selling, general, and administrative expenses;
|
|
·
|
The rate at which we use cash, the amounts used and generated by operations, and our expectations regarding the adequacy and usage of such cash;
|
|
·
|
Our expectation for capital expenditures spending and future amounts of interest income and expense;
|
|
·
|
Possible negotiations or re-negotiations with existing or new distribution or collaboration partners;
|
|
·
|
Our ability to manage the operations of Anika Therapeutics S.r.l. (“Anika S.r.l.”), our wholly owned Italian subsidiary, as a company generating continued profits;
|
|
·
|
The strength of the economies in which we operate or will operate, as well as the political stability of any of those geographic areas;
|
|
·
|
Our ability to effectively prioritize the many research and development projects underway;
|
|
·
|
Our ability to obtain U.S. approval for orthopedic and other product franchises of Anika S.r.l., including the timing and potential success of such efforts, and to expand sales of these products in the United States, including the impact such efforts may have on our revenue; and
|
|
·
|
Our ability to successfully manage the transfer of manufacturing responsibilities related to Anika S.r.l.’s HYAFF products from the current contract manufacturer to Anika’s Bedford facility, and our ability to achieve planned results from this transfer.
|
Anika
|
Anika S.r.l.
|
|
Orthobiologics
|
X
|
X
|
Dermal
Advanced wound care
Aesthetic dermatology
|
X
|
X
|
Surgical
Anti-adhesion
Ear, nose and throat care (“ENT”)
|
X
|
X
X
|
Ophthalmic
|
X
|
|
Veterinary
|
X
|
·
|
The quality and breadth of our continued development of our technology portfolio;
|
·
|
Our ability to complete successful clinical studies and obtain FDA marketing and foreign regulatory approvals prior to our competitors;
|
·
|
The successful execution of our commercial strategies;
|
·
|
Our ability to recruit and retain skilled employees; and
|
·
|
The availability of capital resources to fund discovery, development, and commercialization activities or the ability to defray such costs through securing relationships with collaborators for our research and development and commercialization programs.
|
·
|
Develop and maintain the necessary manufacturing capabilities;
|
·
|
Obtain the assistance of additional marketing partners or develop appropriate alternative sales strategies;
|
·
|
Attract, retain and integrate required key personnel; and
|
·
|
Implement the financial, accounting and management systems needed to manage growing demand for our products.
|
·
|
Market acceptance of our existing and future products;
|
·
|
The success and sales of our products under various distributor agreements, including the ability of our partners to achieve third party reimbursement for our products;
|
·
|
The successful commercialization of products in development;
|
·
|
Progress in our product development efforts;
|
·
|
The magnitude and scope of such product development efforts;
|
·
|
Any potential acquisitions of products, technologies, or businesses;
|
·
|
Progress with preclinical studies, clinical trials, and product approvals and clearances by the FDA and other agencies;
|
·
|
The cost and timing of our efforts to manage our manufacturing capabilities and related costs;
|
·
|
The cost of filing, prosecuting, defending, and enforcing patent claims and other intellectual property rights and the cost of defending any other legal proceeding;
|
·
|
Competing technological and market developments;
|
·
|
The development of strategic alliances for the marketing of certain of our products;
|
·
|
The terms of such strategic alliances, including provisions (and our ability to satisfy such provisions) that provide upfront and/or milestone payments to us; and
|
·
|
The cost of maintaining adequate inventory levels to meet current and future product demand.
|
·
|
The impact of recessions and other economic conditions in economies, including Europe in particular, outside the United States;
|
·
|
Instability of foreign economic, political, and labor conditions;
|
·
|
Unfavorable labor regulations applicable to our European operations, such as severance and the unenforceability of non-competition agreements in the European Union;
|
·
|
The impact of strikes, work stoppages, work slowdowns, grievances, complaints, claims of unfair labor practices, or other collective bargaining disputes;
|
·
|
Difficulties in complying with restrictions imposed by regulatory or market requirements, tariffs, or other trade barriers or by U.S. export laws;
|
·
|
Imposition of government controls limiting the volume of international sales;
|
·
|
Longer accounts receivable payment cycles;
|
·
|
Potentially adverse tax consequences, including, if required or applicable, difficulties transferring funds generated in non-U.S. jurisdictions to the United States in a tax efficient manner;
|
·
|
Difficulties in protecting intellectual property, especially in international jurisdictions;
|
·
|
Difficulties in managing international operations; and
|
·
|
Burdens of complying with a wide variety of foreign laws.
|
Year Ended December 31, 2014
|
High
|
Low
|
||||||
First Quarter
|
$ | 52.49 | $ | 28.79 | ||||
Second Quarter
|
51.40 | 35.62 | ||||||
Third Quarter
|
50.89 | 35.39 | ||||||
Fourth Quarter
|
43.24 | 34.16 | ||||||
Year Ended December 31, 2013
|
High
|
Low
|
||||||
First Quarter
|
$ | 14.58 | $ | 10.00 | ||||
Second Quarter
|
18.07 | 12.26 | ||||||
Third Quarter
|
27.80 | 17.02 | ||||||
Fourth Quarter
|
38.68 | 23.26 |
Dec-09
|
Dec-10
|
Dec-11
|
Dec-12
|
Dec-13
|
Dec-14
|
|||||||||||||||||||
Anika Therapeutics, Inc.
|
$ | 100.00 | $ | 87.42 | $ | 128.44 | $ | 130.28 | $ | 500.13 | $ | 533.94 | ||||||||||||
NASDAQ Composite Index
|
$ | 100.00 | $ | 116.91 | $ | 114.81 | $ | 133.07 | $ | 184.06 | $ | 208.71 | ||||||||||||
NASDAQ Biotechnology Index
|
$ | 100.00 | $ | 115.01 | $ | 128.59 | $ | 169.61 | $ | 280.89 | $ | 376.68 |
Statement of Operations Data
|
||||||||||||||||||||
(In thousands, except per share data)
|
||||||||||||||||||||
Years ended December 31,
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Product revenue
|
$ | 75,474 | $ | 71,774 | $ | 68,010 | $ | 61,956 | $ | 52,736 | ||||||||||
Licensing, milestone and contract revenue
|
30,121 | 3,307 | 3,348 | 2,822 | 2,821 | |||||||||||||||
Total revenue
|
105,595 | 75,081 | 71,358 | 64,778 | 55,557 | |||||||||||||||
Cost of product revenue
|
20,930 | 22,765 | 28,989 | 26,784 | 23,827 | |||||||||||||||
Product gross profit
|
54,544 | 49,009 | 39,021 | 35,172 | 28,909 | |||||||||||||||
Product gross margin
|
72% | 68% | 57% | 57% | 55% | |||||||||||||||
Total operating expenses
|
44,148 | 42,474 | 51,643 | 50,811 | 48,019 | |||||||||||||||
Net income
|
38,319 | 20,575 | 11,757 | 8,467 | 4,316 | |||||||||||||||
Diluted net income per common share
|
$ | 2.51 | $ | 1.39 | $ | 0.82 | $ | 0.62 | $ | 0.32 | ||||||||||
Diluted common shares outstanding
|
15,269 | 14,826 | 14,345 | 13,748 | 13,647 |
Balance Sheet Data
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
Years ended December 31,
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Cash, cash equivalents and investments
|
$ | 106,906 | $ | 63,333 | $ | 44,067 | $ | 35,777 | $ | 28,202 | ||||||||||
Working capital
|
133,052 | 85,309 | 62,932 | 49,600 | 36,952 | |||||||||||||||
Total assets
|
193,996 | 156,042 | 142,069 | 132,844 | 128,937 | |||||||||||||||
Long term debt
|
- | - | 9,600 | 11,200 | 12,800 | |||||||||||||||
Retained earnings
|
104,904 | 66,584 | 46,010 | 34,252 | 25,786 | |||||||||||||||
Stockholders' equity
|
178,097 | 135,634 | 108,925 | 94,763 | 85,190 |
Anika
|
Anika S.r.l.
|
|
Orthobiologics
|
X
|
X
|
Dermal
Advanced wound care
Aesthetic dermatology
|
X
|
X
|
Surgical
Anti-adhesion
Ear, nose and throat care (“ENT”)
|
X
|
X
X
|
Opthalmic
|
X
|
|
Veterinary
|
X
|
|
•
|
Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 instruments include securities traded on active exchange markets, such as the New York Stock Exchange.
|
|
•
|
Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
|
|
•
|
Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions market participants would use in pricing the asset or liability.
|
Years Ended December 31,
|
||||||||||||||||
2014
|
2013
|
Inc/(Dec)
|
Inc/(Dec)
|
|||||||||||||
Product revenue
|
$ | 75,473,998 | $ | 71,773,730 | $ | 3,700,268 | 5 | % | ||||||||
Licensing, milestone and contract revenue
|
30,120,841 | 3,307,424 | 26,813,417 | 811 | % | |||||||||||
Total revenue
|
105,594,839 | 75,081,154 | 30,513,685 | 41 | % | |||||||||||
Operating expenses:
|
||||||||||||||||
Cost of product revenue
|
20,930,318 | 22,765,404 | (1,835,086 | ) | (8 | %) | ||||||||||
Research & development
|
8,144,152 | 7,059,875 | 1,084,277 | 15 | % | |||||||||||
Selling, general & administrative
|
15,073,485 | 12,936,001 | 2,137,484 | 17 | % | |||||||||||
Restructuring credits
|
- | (286,843 | ) | 286,843 | - | |||||||||||
Total operating expenses
|
44,147,955 | 42,474,437 | 1,673,518 | 4 | % | |||||||||||
Income from operations
|
61,446,884 | 32,606,717 | 28,840,167 | 88 | % | |||||||||||
Interest income (expense), net
|
58,137 | (127,186 | ) | 185,323 | (146 | %) | ||||||||||
Income before income taxes
|
61,505,021 | 32,479,531 | 29,025,490 | 89 | % | |||||||||||
Provision for income taxes
|
23,185,542 | 11,905,010 | 11,280,532 | 95 | % | |||||||||||
Net income
|
$ | 38,319,479 | $ | 20,574,521 | $ | 17,744,958 | 86 | % | ||||||||
Product gross profit
|
$ | 54,543,680 | $ | 49,008,326 | $ | 5,535,354 | 11 | % | ||||||||
Product gross margin
|
72% | 68% |
Years Ended December 31,
|
||||||||||||||||
2014
|
2013
|
Inc/(Dec)
|
Inc/(Dec)
|
|||||||||||||
Orthobiologics
|
$ | 61,956,870 | $ | 55,956,068 | $ | 6,000,802 | 11 | % | ||||||||
Dermal
|
1,334,295 | 1,816,602 | (482,307 | ) | (27 | %) | ||||||||||
Surgical
|
5,854,876 | 5,445,715 | 409,161 | 8 | % | |||||||||||
Ophthalmic
|
3,153,435 | 4,656,560 | (1,503,125 | ) | (32 | %) | ||||||||||
Veterinary
|
3,174,522 | 3,898,785 | (724,263 | ) | (19 | %) | ||||||||||
$ | 75,473,998 | $ | 71,773,730 | $ | 3,700,268 | 5 | % |
Years ended December 31,
|
||||||||
2014
|
2013
|
|||||||
Statutory federal income tax rate
|
35.0 | % | 35.0 | % | ||||
State tax expense, net of federal benefit
|
4.9 | % | 4.8 | % | ||||
Permanent items, including nondeductible expenses
|
0.1 | % | (0.2 | %) | ||||
State investment tax credit
|
(0.1 | %) | (0.1 | %) | ||||
Federal, state and foreign research and development credits
|
(0.7 | %) | (0.5 | %) | ||||
Foreign rate differential
|
0.2 | % | 0.1 | % | ||||
Domestic production deduction
|
(1.7 | %) | (2.4 | %) | ||||
Effective income tax rate
|
37.7 | % | 36.7 | % |
Years Ended December 31,
|
||||||||||||||||
2013
|
2012
|
Inc/(Dec)
|
Inc/(Dec)
|
|||||||||||||
Product revenue
|
$ | 71,773,730 | $ | 68,010,169 | $ | 3,763,561 | 6 | % | ||||||||
Licensing, milestone and contract revenue
|
3,307,424 | 3,348,336 | (40,912 | ) | (1 | %) | ||||||||||
Total revenue
|
75,081,154 | 71,358,505 | 3,722,649 | 5 | % | |||||||||||
Operating expenses:
|
||||||||||||||||
Cost of product revenue
|
22,765,404 | 28,988,621 | (6,223,217 | ) | (21 | %) | ||||||||||
Research & development
|
7,059,875 | 5,388,036 | 1,671,839 | 31 | % | |||||||||||
Selling, general & administrative
|
12,936,001 | 14,728,662 | (1,792,661 | ) | (12 | %) | ||||||||||
Restructuring (credits) charges
|
(286,843 | ) | 2,537,988 | (2,824,831 | ) | - | ||||||||||
Total operating expenses
|
42,474,437 | 51,643,307 | (9,168,870 | ) | (18 | %) | ||||||||||
Income from operations
|
32,606,717 | 19,715,198 | 12,891,519 | 65 | % | |||||||||||
Interest income (expense), net
|
(127,186 | ) | (187,777 | ) | 60,591 | (32 | %) | |||||||||
Income before income taxes
|
32,479,531 | 19,527,421 | 12,952,110 | 66 | % | |||||||||||
Provision for income taxes
|
11,905,010 | 7,769,961 | 4,135,049 | 53 | % | |||||||||||
Net income
|
$ | 20,574,521 | $ | 11,757,460 | $ | 8,817,061 | 75 | % | ||||||||
Product gross profit
|
$ | 49,008,326 | $ | 39,021,548 | $ | 9,986,778 | 26 | % | ||||||||
Product gross margin
|
68% | 57% |
Years Ended December 31,
|
||||||||||||||||
2013
|
2012
|
Inc/(Dec)
|
Inc/(Dec)
|
|||||||||||||
Orthobiologics
|
$ | 55,956,068 | $ | 49,954,112 | $ | 6,001,956 | 12 | % | ||||||||
Dermal
|
1,816,602 | 1,384,403 | 432,199 | 31 | % | |||||||||||
Surgical
|
5,445,715 | 5,022,456 | 423,259 | 8 | % | |||||||||||
Ophthalmic
|
4,656,560 | 8,784,011 | (4,127,451 | ) | (47 | %) | ||||||||||
Veterinary
|
3,898,785 | 2,865,187 | 1,033,598 | 36 | % | |||||||||||
$ | 71,773,730 | $ | 68,010,169 | $ | 3,763,561 | 6 | % |
Years ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Statutory federal income tax rate
|
35.0 | % | 35.0 | % | ||||
State tax expense, net of federal benefit
|
4.8 | % | 6.4 | % | ||||
Permanent items, including nondeductible expenses
|
(0.2 | %) | 0.9 | % | ||||
State investment tax credit
|
(0.1 | %) | (0.2 | %) | ||||
Federal, state and foreign research and development credits
|
(0.5 | %) | (1.2 | %) | ||||
Foreign rate differential
|
0.1 | % | 2.5 | % | ||||
Domestic production deduction
|
(2.4 | %) | (3.6 | %) | ||||
Effective income tax rate
|
36.7 | % | 39.8 | % |
·
|
Market acceptance of our existing and future products;
|
·
|
The success and sales of our products under current and future marketing, license, and distribution agreements;
|
·
|
The successful commercialization of products in development;
|
·
|
Progress in our product development efforts;
|
·
|
The magnitude and scope of such efforts;
|
·
|
Any potential acquisitions of products, technologies or businesses;
|
·
|
Progress of pre-clinical studies, clinical trials and product approvals and clearances by the FDA and other agencies;
|
·
|
The cost of maintaining adequate manufacturing capabilities;
|
·
|
The cost of filing, prosecuting, defending, and enforcing patent claims and other intellectual property rights;
|
·
|
Competing technological and market developments;
|
·
|
The development of strategic alliances
or other appropriate commercial strategies
for the marketing of certain of our products;
|
·
|
The terms of such strategic alliances, including provisions (and our ability to satisfy such provisions) that provide upfront and/or milestone payments to us; and
|
·
|
The cost of maintaining adequate inventory levels to meet current and future product demand.
|
Payments due by period
|
||||||||||||||||||||
Less than
|
More than
|
|||||||||||||||||||
Total
|
1 year
|
1 - 3 years
|
4 - 5 years
|
5 years
|
||||||||||||||||
Operating Leases
(1)
|
$ | 8,185,997 | $ | 1,547,414 | $ | 1,943,000 | $ | 1,943,000 | $ | 2,752,583 | ||||||||||
Purchase Commitments
|
983,190 | 728,230 | 187,712 | 67,248 | - | |||||||||||||||
Total
|
$ | 9,169,187 | $ | 2,275,644 | $ | 2,130,712 | $ | 2,010,248 | $ | 2,752,583 |
(1)
|
Included in this line is a lease we entered into on January 4, 2007, pursuant to which we lease our corporate headquarters facility, which consists of approximately 134,000 square feet of general office, research and development, and manufacturing space located in Bedford, Massachusetts. The lease has an initial term of ten and one-half years, and commenced on May 1, 2007. We have an option under the lease to extend its terms for up to four periods, ranging in length from 5 to 6 years, beyond the original expiration date subject to the condition that we notify the landlord that we are exercising each option at least one year prior to the expiration of the original or current term thereof. The first three renewal options each extend the term an additional five years with the final renewal option extending the term six years. Also included in this line is a lease entered into pursuant to which Anika S.r.l. leases its Italian facility, which consists of approximately 28,000 square feet of space. The lease commenced on December 30, 2009 for a period of six years with certain extension options. See the section captioned “
Properties
” for additional information regarding these leases.
|
December 31,
|
||||||||
ASSETS
|
2014
|
2013
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 100,155,864 | $ | 63,333,160 | ||||
Investments
|
6,750,000 | - | ||||||
Accounts receivable, net of reserves of $146,618 and $593,023 at December 31, 2014 and 2013, respectively
|
17,152,028 | 18,736,845 | ||||||
Inventories
|
12,406,776 | 10,996,785 | ||||||
Prepaid income taxes
|
412,301 | - | ||||||
Current portion deferred income taxes
|
1,188,768 | 659,040 | ||||||
Prepaid expenses and other
|
959,305 | 865,957 | ||||||
Total current assets
|
139,025,042 | 94,591,787 | ||||||
Property and equipment, at cost
|
53,619,589 | 52,413,423 | ||||||
Less: accumulated depreciation
|
(21,950,706 | ) | (19,474,712 | ) | ||||
31,668,883 | 32,938,711 | |||||||
Long-term deposits and other
|
69,042 | 69,080 | ||||||
Intangible assets, net
|
14,894,710 | 18,998,409 | ||||||
Goodwill
|
8,338,699 | 9,443,894 | ||||||
Total Assets
|
$ | 193,996,376 | $ | 156,041,881 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,201,226 | $ | 2,793,911 | ||||
Accrued expenses
|
4,747,526 | 5,537,881 | ||||||
Deferred revenue
|
24,510 | 180,433 | ||||||
Income taxes payable
|
- | 770,276 | ||||||
Total current liabilities
|
5,973,262 | 9,282,501 | ||||||
Other long-term liabilities
|
893,935 | 1,133,544 | ||||||
Long-term deferred revenue
|
102,192 | 2,054,941 | ||||||
Deferred tax liabilities
|
8,929,890 | 7,936,864 | ||||||
Commitments and contingencies (Note 11)
|
||||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $.01 par value; 1,250,000 shares authorized, no shares issued and outstanding at December 31, 2014 and 2013, respectively
|
- | - | ||||||
Common stock, $.01 par value; 30,000,000 shares authorized, 14,851,703 and 14,289,308 shares issued and outstanding at December 31, 2014 and 2013, respectively
|
148,517 | 142,893 | ||||||
Additional paid-in-capital
|
77,539,699 | 70,606,031 | ||||||
Accumulated currency translation adjustment
|
(4,494,800 | ) | (1,699,095 | ) | ||||
Retained earnings
|
104,903,681 | 66,584,202 | ||||||
Total stockholders’ equity
|
178,097,097 | 135,634,031 | ||||||
Total Liabilities and Stockholders’ Equity
|
$ | 193,996,376 | $ | 156,041,881 |
For the Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Product revenue
|
$ | 75,473,998 | $ | 71,773,730 | $ | 68,010,169 | ||||||
Licensing, milestone and contract revenue
|
30,120,841 | 3,307,424 | 3,348,336 | |||||||||
Total revenue
|
105,594,839 | 75,081,154 | 71,358,505 | |||||||||
Operating expenses:
|
||||||||||||
Cost of product revenue
|
20,930,318 | 22,765,404 | 28,988,621 | |||||||||
Research & development
|
8,144,152 | 7,059,875 | 5,388,036 | |||||||||
Selling, general & administrative
|
15,073,485 | 12,936,001 | 14,728,662 | |||||||||
Restructuring charges (credits)
|
- | (286,843 | ) | 2,537,988 | ||||||||
Total operating expenses
|
44,147,955 | 42,474,437 | 51,643,307 | |||||||||
Income from operations
|
61,446,884 | 32,606,717 | 19,715,198 | |||||||||
Interest income (expense), net
|
58,137 | (127,186 | ) | (187,777 | ) | |||||||
Income before income taxes
|
61,505,021 | 32,479,531 | 19,527,421 | |||||||||
Provision for income taxes
|
23,185,542 | 11,905,010 | 7,769,961 | |||||||||
Net income
|
$ | 38,319,479 | $ | 20,574,521 | $ | 11,757,460 | ||||||
Basic net income per share:
|
||||||||||||
Net income
|
$ | 2.61 | $ | 1.46 | $ | 0.89 | ||||||
Basic weighted average common shares outstanding
|
14,678,240 | 14,086,912 | 13,260,739 | |||||||||
Diluted net income per share:
|
||||||||||||
Net income
|
$ | 2.51 | $ | 1.39 | $ | 0.82 | ||||||
Diluted weighted average common shares outstanding
|
15,269,435 | 14,825,599 | 14,344,577 | |||||||||
Net income
|
$ | 38,319,479 | $ | 20,574,521 | $ | 11,757,460 | ||||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustment
|
(2,795,705 | ) | 955,535 | 412,551 | ||||||||
Comprehensive income
|
$ | 35,523,774 | $ | 21,530,056 | $ | 12,170,011 |
Common Stock
|
Accumulated
|
|
||||||||||||||||||||||
Number of
|
$.01 Par
|
Additional Paid
|
Retained
|
Other
Comprehensive
|
Total
Stockholders'
|
|||||||||||||||||||
Shares
|
Value
|
in Capital
|
Earnings
|
Loss
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2011
|
13,630,607 | $ | 136,305 | $ | 63,441,433 | $ | 34,252,221 | $ | (3,067,181 | ) | $ | 94,762,778 | ||||||||||||
Issuance of common stock for equity awards
|
235,453 | 2,354 | 386,321 | - | - | 388,675 | ||||||||||||||||||
Tax benefit related to stock-based compensation
|
- | - | 452,471 | - | - | 452,471 | ||||||||||||||||||
Stock-based compensation expense
|
- | - | 1,151,199 | - | - | 1,151,199 | ||||||||||||||||||
Net income
|
- | - | - | 11,757,460 | - | 11,757,460 | ||||||||||||||||||
Other comprehensive income
|
- | - | - | - | 412,551 | 412,551 | ||||||||||||||||||
Balance, December 31, 2012
|
13,866,060 | 138,659 | 65,431,424 | 46,009,681 | (2,654,630 | ) | 108,925,134 | |||||||||||||||||
Issuance of common stock for equity awards
|
423,248 | 4,234 | 3,049,707 | - | - | 3,053,941 | ||||||||||||||||||
Tax benefit related to stock-based compensation
|
- | - | 856,830 | - | - | 856,830 | ||||||||||||||||||
Stock-based compensation expense
|
- | - | 1,268,070 | - | - | 1,268,070 | ||||||||||||||||||
Net income
|
- | - | - | 20,574,521 | - | 20,574,521 | ||||||||||||||||||
Other comprehensive income
|
- | - | - | - | 955,535 | 955,535 | ||||||||||||||||||
Balance, December 31, 2013
|
14,289,308 | 142,893 | 70,606,031 | 66,584,202 | (1,699,095 | ) | 135,634,031 | |||||||||||||||||
Issuance of common stock for equity awards
|
696,169 | 6,961 | 2,047,745 | - | - | 2,054,706 | ||||||||||||||||||
Tax benefit related to stock-based compensation
|
- | - | 9,626,064 | - | - | 9,626,064 | ||||||||||||||||||
Stock-based compensation expense
|
- | - | 1,607,421 | - | - | 1,607,421 | ||||||||||||||||||
Retirement of common stock for minimum tax withholdings
|
(133,774 | ) | (1,337 | ) | (6,347,562 | ) | - | - | (6,348,899 | ) | ||||||||||||||
Net income
|
- | - | - | 38,319,479 | - | 38,319,479 | ||||||||||||||||||
Other comprehensive loss
|
- | - | - | - | (2,795,705 | ) | (2,795,705 | ) | ||||||||||||||||
Balance, December 31, 2014
|
14,851,703 | $ | 148,517 | $ | 77,539,699 | $ | 104,903,681 | $ | (4,494,800 | ) | $ | 178,097,097 |
For the years ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 38,319,479 | $ | 20,574,521 | $ | 11,757,460 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
4,705,602 | 4,772,491 | 4,525,247 | |||||||||
Stock-based compensation expense
|
1,607,421 | 1,268,070 | 1,151,199 | |||||||||
Deferred income taxes
|
815,169 | 2,205,608 | (10,269 | ) | ||||||||
Provision for doubtful accounts
|
- | 238,071 | 135,353 | |||||||||
Provision for inventory
|
377,753 | 171,089 | 1,310,953 | |||||||||
Gain on sale of assets
|
- | (126,284 | ) | - | ||||||||
Tax benefit from exercise of stock options
|
(9,626,064 | ) | (856,830 | ) | (452,471 | ) | ||||||
Restructuring charges (credits)
|
- | (160,559 | ) | 1,604,256 | ||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
897,561 | 2,411,247 | (4,271,129 | ) | ||||||||
Inventories
|
(1,974,423 | ) | (2,823,059 | ) | (2,370,318 | ) | ||||||
Prepaid expenses and other assets
|
585,452 | 306,505 | 234,448 | |||||||||
Prepaid income taxes
|
(437,833 | ) | - | - | ||||||||
Accounts payable
|
(749,601 | ) | 622,928 | (2,879,330 | ) | |||||||
Accrued expenses
|
(1,189,096 | ) | (376,897 | ) | 1,420,131 | |||||||
Deferred revenue
|
(2,014,264 | ) | (2,795,285 | ) | (2,858,262 | ) | ||||||
Income taxes payable
|
8,874,394 | 152,364 | 1,268,442 | |||||||||
Other long-term liabilities
|
(213,175 | ) | (418,979 | ) | (17,033 | ) | ||||||
Net cash provided by operating activities
|
39,978,375 | 25,165,001 | 10,548,677 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Proceeds from maturity of investments
|
20,000,000 | - | - | |||||||||
Purchase of investments
|
(26,750,000 | ) | - | - | ||||||||
Purchase of property and equipment
|
(1,552,922 | ) | (440,890 | ) | (1,504,707 | ) | ||||||
Proceeds from sale of assets
|
- | 187,735 | - | |||||||||
Net cash used in investing activities
|
(8,302,922 | ) | (253,155 | ) | (1,504,707 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Principal payments on debt
|
- | (9,600,000 | ) | (1,600,000 | ) | |||||||
Proceeds from exercise of stock options
|
2,054,706 | 3,053,941 | 388,675 | |||||||||
Tax benefit from exercise of equity awards
|
9,626,064 | 856,830 | 452,471 | |||||||||
Minimum tax withholdings on share-based awards
|
(6,348,899 | ) | - | - | ||||||||
Net cash provided by (used in) financing activities
|
5,331,871 | (5,689,229 | ) | (758,854 | ) | |||||||
Exchange rate impact on cash
|
(184,620 | ) | 43,066 | 5,139 | ||||||||
Increase in cash and cash equivalents
|
36,822,704 | 19,265,683 | 8,290,255 | |||||||||
Cash and cash equivalents at beginning of period
|
63,333,160 | 44,067,477 | 35,777,222 | |||||||||
Cash and cash equivalents at end of period
|
$ | 100,155,864 | $ | 63,333,160 | $ | 44,067,477 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid for income taxes
|
$ | 13,777,956 | $ | 9,841,546 | $ | 6,496,000 | ||||||
Cash paid for interest
|
$ | - | $ | 125,978 | $ | 184,881 |
|
•
|
Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 instruments include securities traded on active exchange markets, such as the New York Stock Exchange.
|
|
•
|
Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
|
|
•
|
Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions market participants would use in pricing the asset or liability.
|
December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Balance, beginning of the year
|
$ | 593,023 | $ | 337,459 | $ | 334,473 | ||||||
Amounts provided
|
- | 255,564 | 138,339 | |||||||||
Amounts written off
|
(446,405 | ) | - | (135,353 | ) | |||||||
Balance, end of the year
|
$ | 146,618 | $ | 593,023 | $ | 337,459 |
December 31, 2014
|
||||||||||||||||
Amortized
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
Bank certificates of deposit
|
$ | 6,750,000 | - | - | $ | 6,750,000 |
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
December 31, 2014
|
Quoted Prices in
Active Markets
|
Significant Other
Observable Inputs
|
Significant
Unobservable Inputs
|
|||||||||||||
Cash & cash equivalents:
|
||||||||||||||||
Money market funds
|
$ | 69,551,754 | $ | - | $ | 69,551,754 | $ | - | ||||||||
Bank certificates of deposit
|
3,000,000 | - | 3,000,000 | - | ||||||||||||
Total cash & cash equivalents
|
$ | 72,551,754 | $ | - | $ | 72,551,754 | $ | - | ||||||||
Investments:
|
||||||||||||||||
Bank certificates of deposit
|
$ | 6,750,000 | $ | - | $ | 6,750,000 | $ | - |
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
December 31, 2013
|
Quoted Prices in
Active Markets
|
Significant Other
Observable Inputs
|
Significant
Unobservable Inputs
|
|||||||||||||
Money market funds
|
$ | 34,266,501 | $ | - | $ | 34,266,501 | $ | - |
Years ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Shares used in the calculation of Basic earnings per share
|
14,678,240 | 14,086,912 | 13,260,739 | |||||||||
Effect of dilutive securities: | ||||||||||||
Stock options, SAR's, RSA's, and shares held in escrow
|
591,195 | 738,687 | 1,083,838 | |||||||||
Diluted shares used in the calculation of earnings per share
|
15,269,435 | 14,825,599 | 14,344,577 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
Raw materials
|
$ | 6,161,363 | $ | 5,926,030 | ||||
Work-in-process
|
3,041,227 | 2,308,233 | ||||||
Finished goods
|
3,204,186 | 2,762,522 | ||||||
Total
|
$ | 12,406,776 | $ | 10,996,785 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
Equipment and software
|
$ | 24,175,954 | $ | 23,326,622 | ||||
Furniture and fixtures
|
1,295,847 | 1,316,014 | ||||||
Leasehold improvements
|
27,589,020 | 27,613,495 | ||||||
Construction in progress
|
558,768 | 157,292 | ||||||
Subtotal
|
53,619,589 | 52,413,423 | ||||||
Less accumulated depreciation
|
(21,950,706 | ) | (19,474,712 | ) | ||||
Total
|
$ | 31,668,883 | $ | 32,938,711 |
December 31, 2014
|
December 31, 2013
|
|||||||||||||||||||||||
Gross Value
|
Currency Translation Adjustment
|
Accumulated Amortization
|
Net Book Value
|
Net Book Value
|
Useful Life
|
|||||||||||||||||||
Developed technology
|
$ | 16,700,000 | $ | (2,255,722 | ) | $ | (5,034,341 | ) | $ | 9,409,937 | $ | 11,753,003 | 15 | |||||||||||
In-process research & development
|
5,502,686 | (849,812 | ) | - | 4,652,874 | 5,286,127 |
Indefinite
|
|||||||||||||||||
Distributor relationships
|
4,700,000 | (415,344 | ) | (4,284,656 | ) | - | 863,655 | 5 | ||||||||||||||||
Patents
|
1,000,000 | (134,315 | ) | (284,486 | ) | 581,199 | 719,574 | 16 | ||||||||||||||||
Elevess trade name
|
1,000,000 | - | (749,300 | ) | 250,700 | 376,050 | 9 | |||||||||||||||||
Total
|
$ | 28,902,686 | $ | (3,655,193 | ) | $ | (10,352,783 | ) | $ | 14,894,710 | $ | 18,998,409 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
Balance, beginning
|
$ | 9,443,894 | $ | 9,065,891 | ||||
Effects of foreign currency adjustments
|
(1,105,195 | ) | 378,003 | |||||
Balance, ending
|
$ | 8,338,699 | $ | 9,443,894 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
Compensation and related expenses
|
$ | 2,791,935 | $ | 2,870,147 | ||||
Professional fees
|
553,630 | 383,231 | ||||||
Clinical trial costs
|
508,042 | 882,651 | ||||||
Research grants
|
539,053 | 610,498 | ||||||
Restructuring costs
|
8,384 | 24,638 | ||||||
Other
|
346,482 | 766,716 | ||||||
Total
|
$ | 4,747,526 | $ | 5,537,881 |
2015
|
$ | 1,547,414 | ||
2016
|
971,500 | |||
2017
|
971,500 | |||
2018
|
971,500 | |||
2019 and thereafter
|
3,724,083 | |||
Total
|
$ | 8,185,997 |
December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Risk free interest rate
|
1.16%
|
to
|
1.39%
|
0.61%
|
to
|
1.02%
|
0.63%
|
to
|
0.64%
|
|||
Expected volatility
|
53.28%
|
to
|
57.05%
|
53.60%
|
to
|
57.60%
|
57.60%
|
|||||
Expected lives (years)
|
4
|
4
|
4
|
|||||||||
Expected dividend yield
|
0.00%
|
0.00%
|
0.00%
|
2014
|
2013
|
|||||||||||||||
Number of
Shares
|
Weighted
Average
|
Number of
Shares
|
Weighted
Average
|
|||||||||||||
Options and SAR's outstanding at beginning of year
|
1,513,326 | $ | 9.14 | 1,793,685 | $ | 8.30 | ||||||||||
Granted
|
179,240 | $ | 35.62 | 413,500 | $ | 12.55 | ||||||||||
Cancelled
|
(53,325 | ) | $ | 23.73 | (243,724 | ) | $ | 8.77 | ||||||||
Expired
|
(24,292 | ) | $ | 9.87 | (9,928 | ) | $ | 9.62 | ||||||||
Exercised
|
(763,662 | ) | $ | 7.95 | (440,207 | ) | $ | 8.71 | ||||||||
Options and SAR's outstanding at end of year
|
851,287 | $ | 14.85 | 1,513,326 | $ | 9.14 |
2014
|
2013
|
|||||||||||||||
Number of
Shares
|
Weighted
Average
|
Number of
Shares
|
Weighted
Average
|
|||||||||||||
Nonvested at Beginning of year
|
79,591 | $ | 11.93 | 68,956 | $ | 6.87 | ||||||||||
Granted
|
60,098 | $ | 32.02 | 36,220 | $ | 17.00 | ||||||||||
Cancelled
|
(7,500 | ) | $ | 25.46 | - | $ | - | |||||||||
Expired
|
- | $ | - | - | $ | - | ||||||||||
Vested/Released
|
(22,575 | ) | $ | 10.01 | (25,585 | ) | $ | 5.95 | ||||||||
Nonvested at end of year
|
109,614 | $ | 23.91 | 79,591 | $ | 11.93 |
(1)
|
A person becomes an “Acquiring Person” by acquiring 15% or more of the Company’s common stock, or
|
(2)
|
A person commences a tender offer that would result in that person owning 15% or more of the Company’s common stock.
|
Years Ended December 31,
|
||||||||||||||||||||||||
2014
|
2013
|
2012
|
||||||||||||||||||||||
Revenue
|
Percentage of Product Revenue
|
Revenue
|
Percentage of Product Revenue
|
Revenue
|
Percentage of Product Revenue
|
|||||||||||||||||||
Orthobiologics
|
$ | 61,956,870 | 82 | % | $ | 55,956,068 | 78 | % | $ | 49,954,112 | 74 | % | ||||||||||||
Dermal
|
1,334,295 | 2 | % | 1,816,602 | 3 | % | 1,384,403 | 2 | % | |||||||||||||||
Surgical
|
5,854,876 | 8 | % | 5,445,715 | 8 | % | 5,022,456 | 7 | % | |||||||||||||||
Ophthalmic
|
3,153,435 | 4 | % | 4,656,560 | 6 | % | 8,784,011 | 13 | % | |||||||||||||||
Veterinary
|
3,174,522 | 4 | % | 3,898,785 | 5 | % | 2,865,187 | 4 | % | |||||||||||||||
$ | 75,473,998 | 100 | % | $ | 71,773,730 | 100 | % | $ | 68,010,169 | 100 | % |
Years Ended December 31,
|
||||||||||||||||||||||||
2014
|
2013
|
2012
|
||||||||||||||||||||||
Revenue
|
Percentage of Total Revenue
|
Revenue
|
Percentage of Total Revenue
|
Revenue
|
Percentage of Total Revenue
|
|||||||||||||||||||
United States
|
$ | 92,259,139 | 87 | % | $ | 58,490,142 | 78 | % | $ | 57,976,667 | 81 | % | ||||||||||||
Europe
|
6,214,441 | 6 | % | 7,411,568 | 10 | % | 6,218,890 | 9 | % | |||||||||||||||
Other
|
7,121,259 | 7 | % | 9,179,444 | 12 | % | 7,162,948 | 10 | % | |||||||||||||||
Total
|
$ | 105,594,839 | 100 | % | $ | 75,081,154 | 100 | % | $ | 71,358,505 | 100 | % |
Years ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Income (loss) before income taxes
|
||||||||||||
Domestic
|
$ | 63,231,721 | $ | 33,060,976 | $ | 26,170,313 | ||||||
Foreign
|
(1,726,700 | ) | (581,445 | ) | (6,642,892 | ) | ||||||
$ | 61,505,021 | $ | 32,479,531 | $ | 19,527,421 |
Years ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Provision for (benefit from) income taxes:
|
||||||||||||
Current provision:
|
||||||||||||
Federal
|
$ | 18,301,334 | $ | 8,024,303 | $ | 7,594,287 | ||||||
State
|
3,894,577 | 1,580,963 | 885,958 | |||||||||
Foreign
|
192,268 | 94,136 | (188,650 | ) | ||||||||
22,388,179 | 9,699,402 | 8,291,595 | ||||||||||
Deferred provision:
|
||||||||||||
Federal
|
1,153,024 | 2,374,850 | 776,486 | |||||||||
State
|
121,376 | 114,546 | 602,447 | |||||||||
Foreign
|
(477,037 | ) | (283,788 | ) | (1,900,567 | ) | ||||||
797,363 | 2,205,608 | (521,634 | ) | |||||||||
Total provision
|
$ | 23,185,542 | $ | 11,905,010 | $ | 7,769,961 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carry forward, foreign
|
$ | 2,292,023 | $ | 2,578,640 | ||||
Stock-based compensation expense
|
755,044 | 1,358,554 | ||||||
Accrued expenses and other
|
856,871 | 649,402 | ||||||
Inventory reserve
|
333,842 | 283,996 | ||||||
Deferred revenue
|
23,854 | 852,207 | ||||||
Tax credit carry forward
|
45,621 | 19,967 | ||||||
Deferred tas assets
|
$ | 4,307,255 | $ | 5,742,766 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
Deferred tax liabilities:
|
||||||||
Acquisition-related Intangibles
|
$ | (4,826,937 | ) | $ | (6,056,162 | ) | ||
Depreciation
|
(7,221,440 | ) | (6,964,428 | ) | ||||
Deferred tax liabilities
|
$ | (12,048,377 | ) | $ | (13,020,590 | ) |
Years ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Statutory federal income tax rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
State tax expense, net of federal benefit
|
4.9 | % | 4.8 | % | 6.4 | % | ||||||
Permanent items, including nondeductible expenses
|
0.1 | % | (0.2 | %) | 0.9 | % | ||||||
State investment tax credit
|
(0.1 | %) | (0.1 | %) | (0.2 | %) | ||||||
Federal, state and foreign research and development credits
|
(0.7 | %) | (0.5 | %) | (1.2 | %) | ||||||
Foreign rate differential
|
0.2 | % | 0.1 | % | 2.5 | % | ||||||
Domestic production deduction
|
(1.7 | %) | (2.4 | %) | (3.6 | %) | ||||||
Effective income tax rate
|
37.7 | % | 36.7 | % | 39.8 | % |
Years ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Unrecognized tax benefit, beginning of year
|
$ | - | $ | 56,170 | $ | 56,170 | ||||||
Tax positions related to current year
|
- | - | - | |||||||||
Tax positions related to prior years
|
- | - | 38,329 | |||||||||
Statute expirations
|
- | (56,170 | ) | (38,329 | ) | |||||||
Unrecognized tax benefit, end of year
|
$ | - | $ | - | $ | 56,170 |
Restructuring Accrual
|
||||||||||||
Employee Severance and Related Benefits
|
Activity Termination and Facility Closure Costs
|
Total
|
||||||||||
December 31, 2012
|
$ | 801,453 | $ | 132,279 | $ | 933,732 | ||||||
Cash Disbursements
|
(724,064 | ) | (46,776 | ) | (770,840 | ) | ||||||
Write Offs and Abandonments
|
(56,549 | ) | (82,691 | ) | (139,240 | ) | ||||||
Foreign Exchange Impact
|
869 | 117 | 986 | |||||||||
December 31, 2013
|
$ | 21,709 | $ | 2,929 | $ | 24,638 | ||||||
Cash Disbursements
|
(13,240 | ) | (1,425 | ) | (14,665 | ) | ||||||
Foreign Exchange Impact
|
(1,407 | ) | (182 | ) | (1,589 | ) | ||||||
December 31, 2014
|
$ | 7,062 | $ | 1,322 | $ | 8,384 |
Year 2014
|
Quarter ended
December 31,
|
Quarter ended
September 30,
|
Quarter ended
June 30,
|
Quarter ended
March 31,
|
||||||||||||
Product revenue
|
$ | 17,880,125 | $ | 21,975,312 | $ | 21,267,156 | $ | 14,351,405 | ||||||||
Total revenue
|
23,254,469 | 22,055,423 | 26,274,660 | 34,010,287 | ||||||||||||
Cost of product revenue
|
5,511,586 | 5,724,800 | 5,332,913 | 4,361,019 | ||||||||||||
Gross profit on product revenue
|
12,368,539 | 16,250,512 | 15,934,243 | 9,990,386 | ||||||||||||
Net income
|
$ | 7,816,076 | $ | 6,170,800 | $ | 9,302,350 | $ | 15,030,253 | ||||||||
Per common share information:
|
||||||||||||||||
Basic net income per share
|
$ | 0.53 | $ | 0.42 | $ | 0.63 | $ | 1.04 | ||||||||
Basic common shares outstanding
|
14,800,813 | 14,758,781 | 14,687,747 | 14,461,367 | ||||||||||||
Diluted net income per share
|
$ | 0.51 | $ | 0.40 | $ | 0.60 | $ | 0.97 | ||||||||
Diluted common shares outstanding
|
15,277,583 | 15,434,875 | 15,492,732 | 15,499,447 |
Year 2013
|
Quarter ended
December 31,
|
Quarter ended
September 30,
|
Quarter ended
June 30,
|
Quarter ended
March 31,
|
||||||||||||
Product revenue
|
$ | 20,188,488 | $ | 17,023,346 | $ | 20,067,407 | $ | 14,494,489 | ||||||||
Total revenue
|
21,251,328 | 17,754,438 | 20,828,377 | 15,247,011 | ||||||||||||
Cost of product revenue
|
6,235,334 | 5,377,568 | 6,311,332 | 4,841,170 | ||||||||||||
Gross profit on product revenue
|
13,953,154 | 11,645,778 | 13,756,075 | 9,653,319 | ||||||||||||
Net income
|
$ | 6,654,369 | $ | 4,957,258 | $ | 5,894,892 | $ | 3,068,002 | ||||||||
Per common share information:
|
||||||||||||||||
Basic net income per share
|
$ | 0.47 | $ | 0.36 | $ | 0.44 | $ | 0.23 | ||||||||
Basic common shares outstanding
|
14,272,606 | 13,682,449 | 13,510,573 | 13,406,952 | ||||||||||||
Diluted net income per share
|
$ | 0.44 | $ | 0.33 | $ | 0.40 | $ | 0.21 | ||||||||
Diluted common shares outstanding
|
15,084,738 | 14,958,965 | 14,578,927 | 14,357,110 |
(a)
|
Evaluation of disclosure controls and procedures.
|
(b)
|
Changes in internal controls over financial reporting.
|
(a)
|
Documents filed as part of Form 10-K.
|
(1)
|
Financial Statements
|
Report of Independent Registered Public Accounting Firm
|
43
|
Consolidated Balance Sheets
|
44
|
Consolidated Statements of Operations and Comprehensive Income
|
45
|
Consolidated Statements of Stockholder’s Equity
|
46
|
Consolidated Statements of Cash Flows
|
47
|
Notes to Consolidated Financial Statements
|
48-66
|
(2)
|
Schedules
|
(3)
|
Exhibits
|
Filed
with this
Form 10-K
|
Incorporated by Reference
|
||||
Exhibit Number
|
Description
|
Form
|
Filing Date
with SEC
|
Exhibit Number
|
|
*10.7
|
License Agreement, dated as of December 21, 2011, by and between Anika Therapeutics, Inc. and DePuy Mitek, Inc.
|
8-K
|
December 22, 2011
|
10.1
|
|
2003 Stock Option and Incentive Plan:
|
|||||
†10.8a
|
(a) Second Amended and Restated 2003 Stock Option and Incentive Plan (adopted April 5, 2011)
|
8-K
|
June 10, 2011
|
10.1
|
|
†10.8b
|
(b) Amendment to Second Amended and Restated 2003 Stock Option and Incentive Plan (adopted April 11, 2013)
|
8-K
|
June 21, 2013
|
10.1
|
|
†10.8c
|
(c) Form of Incentive Stock Option Agreement
|
8-K
|
October 5, 2004
|
10.3
|
|
†10.8d
|
(d) Form of Non-Qualified Stock Option Agreement for Non-Employee Directors
|
8-K
|
October 5, 2004
|
10.4
|
|
†10.8e
|
(e) Form of Performance Share Award Agreement
|
8-K
|
February 6, 2008
|
10.3
|
|
†10.8f
|
(f) Form of Restricted Deferred Stock Unit Award Agreement for Non-Employee Directors
|
10-K
|
March 9, 2009
|
10.25
|
|
†10.8g
|
(g) Form of Restricted Stock Award Agreement for Employees
|
10-K
|
March 12, 2008
|
10.27
|
|
†10.8h
|
(h) Form of Stock Appreciation Right Agreement for Employees
|
10-Q
|
May 9, 2006
|
10.1
|
|
†10.8i
|
(i) Form of Stock Appreciation Right Agreement for Non-Employee Directors
|
10-Q
|
May 9, 2006
|
10.2
|
|
†10.9
|
Anika Therapeutics, Inc. Senior Executive Incentive Compensation Plan
|
8-K
|
February 6, 2008
|
10.2
|
|
†10.10
|
Anika Therapeutics, Inc. Non-Employee Director Compensation Policy
|
10-K
|
March 12, 2008
|
10.28
|
|
†10.11a
|
Employment Agreement, dated March 22, 2010, between Anika Therapeutics, Inc. and Sylvia Cheung
|
10-K
|
May 5, 2014
|
10.42
|
|
†10.11b
|
Amendment No. 1 to the Employment Agreement, dated December 8, 2010, by and between Anika Therapeutics, Inc. and Sylvia Cheung
|
10-K
|
May 5, 2014
|
10.43
|
|
†10.12a
|
Employment Agreement, dated September 10, 2009, between Anika Therapeutics, Inc. and Frank J. Luppino
|
8-K
|
September 14, 2009
|
10.1
|
|
†10.12b
|
Amendment No. 1 to Employment Agreement, dated December 1, 2010, by and between Anika Therapeutics, Inc. and Frank J. Luppino
|
10-K
|
March 16, 2011
|
10.35
|
|
†10.13a
|
Employment Agreement, dated September 10, 2009, between Anika Therapeutics, Inc. and William J. Mrachek
|
8-K
|
September 14, 2009
|
10.2
|
|
†10.13b
|
Amendment No. 1 to Employment Agreement, dated December 1, 2010, by and between Anika Therapeutics, Inc. and William J. Mrachek
|
10-K
|
March 16, 2011
|
10.36
|
|
†10.14
|
Employment Agreement, dated October 17, 2008, between Anika Therapeutics, Inc. and Kevin Quinlan
|
8-K
|
October 22, 2008
|
10.2
|
|
†10.15a
|
Employment Agreement, dated October 17, 2008, between Anika Therapeutics, Inc. and Charles H. Sherwood, Ph.D.
|
8-K
|
October 22, 2008
|
10.1
|
|
†10.15b
|
Amendment No. 1 to Employment Agreement, dated December 8, 2010, by and between Anika Therapeutics, Inc. and Charles H. Sherwood, Ph.D.
|
10-K
|
March 16, 2011
|
10.33
|
Filed
with this
Form 10-K
|
Incorporated by Reference
|
||||
Exhibit Number
|
Description
|
Form
|
Filing Date
with SEC
|
Exhibit Number
|
|
†10.16
|
Separation Agreement, effective November 26, 2014, by and between Anika Therapeutics, Inc. and Carol Barnett
|
X
|
|||
†10.17
|
Separation Agreement
, effective November 7, 2014,
by and between Anika Therapeutics, Inc. and John W. Sheets
|
X
|
|||
21.1
|
List of Subsidiaries of Anika Therapeutics, Inc.
|
X
|
|||
23.1
|
Consent of PricewaterhouseCoopers
LLP
|
X
|
|||
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||
**32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
|||
***101
|
The following materials from the Annual Report on Form 10-K of Anika Therapeutics, Inc. for the fiscal year ended December 31, 2014, formatted in xBRL: (i) Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013; (ii) Consolidated Statements of Operations for the Years Ended December 31, 2014, December 31, 2013, and December 31, 2012; (iii) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2014, December 31, 2013, and December 31, 2012; (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, December 31, 2013, and December 31, 2012; and (v) Notes to Consolidated Financial Statements
|
X
|
†
|
Management contract or compensatory plan or arrangement.
|
*
|
Certain portions of this document have been omitted pursuant to a confidential treatment request filed with the Securities and Commission. The omitted portions have been filed separately with the Commission.
|
**
|
The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Anika Therapeutics, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
|
***
|
Pursuant to Rule 406T of Regulation S-T, XBRL (Extensible Business Reporting Language) information is deemed not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934 and otherwise is not subject to liability under these sections.
|
ANIKA THERAPEUTICS, INC.
|
||
Date: March 13, 2015
|
By:
|
/s/ CHARLES H. SHERWOOD
Charles H. Sherwood, Ph.D.
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ CHARLES H. SHERWOOD
Charles H. Sherwood, Ph.D.
|
President and Chief Executive Officer Director
(Principal Executive Officer)
|
March 13, 2015
|
||
/s/ SYLVIA CHEUNG
Sylvia Cheung
|
Chief Financial Officer
(Principal Accounting Officer)
|
March 13, 2015
|
||
/s/ JOSEPH L. BOWER
Joseph L. Bower
|
Director
|
March 13, 2015
|
||
/s/ RAYMOND J. LAND
Raymond J. Land
|
Director
|
March 13, 2015
|
||
/s/ GLENN R. LARSEN
Glenn R. Larsen
|
Director
|
March 13, 2015
|
||
/s/ JOHN C. MORAN
John C. Moran
|
Director
|
March 13, 2015
|
||
/s/ JEFFERY S. THOMPSON
Jeffery S. Thompson
|
Director
|
March 13, 2015
|
||
/s/ STEVEN E. WHEELER
Steven E. Wheeler
|
Director
|
March 13, 2015
|
We, | David A. Swann | President/xxxxxxxxxx, and | |
Sean F. Moran | Clerk/xxxxxxxxxxx of |
Anika Research, Inc.
|
(Name of Corporation)
|
located at |
160 New Boston Street, Woburn, MA 01801
|
do hereby certify that the following restatement of the articles of organization of the corporation was duly adopted by written action dated April 26, 1993, by vote of
|
1,000 | shares of | Common Stock | out of | 1,000 | shares outstanding, |
(Class of Stock) | |||||
shares of | out of | shares outstanding, and | |||
(Class of Stock) | |||||
shares of | out of | shares outstanding, | |||
(Class of Stock) |
2.
|
The purposes for which the corporation is formed are as follows:
|
|
(a)
|
To engage in the business of developing, manufacturing, purchasing and selling products for medical applications; and
|
|
(b)
|
To carry on any business or other activity which may lawfully be carried on by a corporation organized under the Business Corporation Law of the commonwealth of Massachusetts, whether or not related to those referred to in the preceding paragraph (a).
|
3.
|
The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows:
|
WITHOUT PAR VALUE
|
WITH PAR VALUE
|
||
CLASS OF STOCK
|
NUMBER OF SHARES
|
NUMBER SHARES
|
PAR VALUE
|
Preferred
|
None
|
2,000,000
|
$.01
|
Common
|
None
|
15,000,000
|
$.01
|
*4.
|
If more than one class is authorized, a description of each of the different classes of stock with, if any the preferences, voting powers, qualification, special or relative rights or privileges as to each class thereof and any series now established:
|
*5.
|
The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows:
|
*6.
|
Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.
|
|
*If there are no such provisions, state “None”.
|
A.
|
COMMON STOCK
.
|
B.
|
PREFERRED STOCK
.
|
Article IV -
|
Amended to increase the number of authorized shares of Common Stock and create blank check preferred stock.
|
Article VI -
|
Amended existing indemnification provisions and included the following new provisions:
|
|
(a)
|
Classified Board of Directors
|
|
(b)
|
Elimination of written action by stockholders upon the occurrence of certain events
|
|
(c)
|
Limited the ability of stockholders to call special meetings of stockholders
|
|
(d)
|
Opted out of Chapter 110D
|
|
(e)
|
Opted into Chapter 110F
|
/s/ David A. Swann |
President/xxxxxxxx
|
|
/s/ Sean Moran
|
Clerk/xxxxxxxxxxx |
CORPORATE NAME: |
ANIKA RESEARCH, INC.
|
DOCUMENT TO BE CORRECTED: | Restated Articles of Organization |
See Attached Exhibit A
|
See Attached Exhibit A
|
/s/ David A. Swann
|
PRESIDENT/xxxxxx | ||
David A. Swann | |||
/s/ Sean Moran
|
CLERK/xxxxxxxx | ||
Sean F. Moran | |||
We, | David A. Swann, President/xxxxxxxxxx, and | ||
Sean F. Moran, Clerk/xxxxxxxxxxx of |
Anika Research, Inc.
|
(Name of Corporation)
|
located at |
160 New Boston Street, Woburn, MA 01801
|
do hereby certify that at a meeting of the directors of the corporation held on
May 16th,
1995, the following vote establishing and designating a series of a class of stock and determining the relative rights and preferences thereof was duly adopted:
|
Voted:
|
That, pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Restated Articles of Organization, as amended, the Board of Directors does hereby create, and classify, authorize and provide for the issuance of the Series A Preferred stock (the “Series A Preferred Stock”) having the designation and relative rights, preferences and limitations that are set forth on Exhibit A attached hereto.
|
(B)
|
to employees, officers or directors of, or consultants to, the Corporation pursuant to one or more employee stock option plans or options, grants or issuances in existence as of the Original Issue Date providing for the issuance of (i) up to 1,173,125 shares of Common Stock (the “Existing Options”), providing for the issuance of options to purchase (ii) up to 300,000 shares of Common Stock issuable by the Company (250,000 shall be issuable in order to secure the employment of a new Chief Operating Officer and/or a regulatory specialist and 50,000 shall be issuable to new or existing non-management employees) (the “Extra Options”) or, (iii) subject to Section 3(d)(viii) below, providing for the issuance of 566,875 additional shares of Common Stock (the “Additional Options”), or (iv) any other grants or issuances approved after May 17, 1995 by the holders of fifty-one percent (51%) or more of the total outstanding Series A Preferred Stock (collectively, the “Reserved Employee Shares”); provided that if less than twenty five thousand (25,000) shares of the Series A Preferred Stock remain outstanding, a vote of a majority of the outstanding shares of Common Stock and Series A Preferred Stock, voting as a single class in accordance with Section 5(a) hereof, shall be all that is required to increase the number of Reserved Employee Shares; all of such plans, options and grants collectively referred to as the “Plans”. All options granted and issued hereunder shall be granted and issued at an exercise price which is not less than the last reported closing bid price on the Nasdaq (as defined in Section 6) or the Nasdaq Small Capitalization Market, as applicable.
|
(A)
|
no further adjustment in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities;
|
(B)
|
if such Options or Convertible Securities by their terms provide, with the passage of time, pursuant to any provisions designed to protect against dilution, or otherwise, for any increase or decrease in the consideration payable to the Corporation, or increase or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;
|
(C)
|
upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if such Options or Convertible Securities, as the case may be, were never issued;
|
(D)
|
no readjustment pursuant to clause (B) or (C) above shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the original Conversion Price on the original date on which an adjustment was made pursuant to this Section 3(d)(iii)(1), or (ii) the Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock between such original adjustment date and the date on which a readjustment is made pursuant to clause (B) or (C) above;
|
(E)
|
in the case of any Options which expire by their terms not more than 30 days after the date of issue thereof, no adjustment of the Conversion Price shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the same manner provided in clause (C) above; and
|
(F)
|
if such record date shall have been fixed and such Options or Convertible Securities are not issued on the date fixed therefor, the adjustment previously made in the Conversion Price which became effective on such record date shall be cancelled as of the close of business on such record date, and thereafter the Conversion Price shall be adjusted pursuant to this Section 3(d)(iii) as of the actual date of their issuance, if any.
|
(A)
|
in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend or distribution, or
|
(B)
|
in the case of any such subdivision, at the close of business on the date immediately prior to the date upon which such corporate action becomes effective.
|
(A)
|
an amount equal to the sum of
|
|
(x)
|
the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 3(d)(iii)(2), immediately prior to such issuance multiplied by the Conversion Price in effect immediately prior to such issuance), plus
|
|
(y)
|
the consideration received or to be received if presently exercisable by the Company upon such issuance.
|
(B)
|
the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 3(d)(iii)(2) immediately after the issuance of such Common Stock.
|
(A)
|
insofar as it consists of cash, be the aggregate amount of cash received by the Corporation;
|
(B)
|
insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board of Directors; and
|
(C)
|
in the event Additional Shares of Common Stock are issued together with other shares of securities or other assets of the Corporation for a single undivided consideration, be the proportion of such consideration so received allocable to such Additional Shares of Common Stock, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board of Directors.
|
|
(x)
|
the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by
|
|
(y)
|
the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
|
(A)
|
10,707,323
|
(B)
|
an amount equal to the sum of
|
|
(x)
|
3,219,623, plus
|
|
(y)
|
the number of shares of Common Stock issuable upon the exercise of all such Additional Options granted or issued.
|
Number of Shares of Series A
Preferred Stock Outstanding
|
Number of Directors to be Elected by
Holders of Series A Preferred Stock
|
|
62,500 or more
|
2
|
|
25,000 to 62,500, inclusive
|
1
|
|
Less than 25,000
|
0
|
/s/ David A. Swann | David A. Swann, |
President/xxxxxxxx
|
|
/s/ Sean Moran
|
Sean F. Moran, | Clerk/xxxxxxxxxxx |
THE COMMONWEALTH OF MASSACHUSETTS
|
|||
Certificate of Vote of Directors Establishing
A Series of a Class of Stock
|
|||
(General Laws, Chapter 156B, Section 26)
|
|||
I hereby approve the within certificate and, the filing fee in the amount of $100 having been paid, said certificate is hereby filed this 18TH day of May, 1995.
|
|||
/s/ William Francis Galvin
|
|||
WILLIAM FRANCIS GALVIN
|
|||
Secretary of the Commonwealth
|
|||
TO BE FILLED IN BY CORPORATION
|
|||
PHOTO COPY OF CERTIFICATE TO BE SENT
|
|||
To: |
Lisa M. Savage, Esq.
|
||
Goodwin, Proctor & Hoar
|
|||
53 State Street
|
|||
Boston, Massachusetts 02109
|
|||
Telephone
|
(617) 570-1539 |
We, | J. Melville Engle | , President/xxxxxxxxxx, and | |
Sean F. Moran | , Clerk/xxxxxxxxxxx of |
Anika Research, Inc.
|
(Name of Corporation)
|
located at |
236 West Cummings Park, Woburn, MA 01801
|
do hereby certify that at a meeting of the directors of the corporation held on
April 6
,
1998, the following vote establishing and designating a series of a class of stock and determining the relative rights and preferences thereof was duly adopted:
|
(i)
|
declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any share of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;
|
(ii)
|
declare or pay dividends on or make any other distributions on any shares of stock ranking on a party (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
|
(iii)
|
except as permitted in subsection 4(A)(iv) below, redeem, purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or
|
(iv)
|
purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of any stock ranking on a party (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
|
/s/ J. Melville Engle | J. Melville Engle , |
President/xxxxxxxx
|
|
/s/ Sean Moran
|
Sean F. Moran, | Clerk/xxxxxxxxxxx |
THE COMMONWEALTH OF MASSACHUSETTS
|
|||
Certificate of Vote of Directors Establishing
A Series of a Class of Stock
|
|||
(General Laws, Chapter 156B, Section 26)
|
|||
I hereby approve the within certificate and, the filing fee in the amount of $100 having been paid, said certificate is hereby filed this 7th day of April, 1998.
|
|||
/s/ William Francis Galvin
|
|||
William Francis Galvin
|
|||
Secretary of the Commonwealth
|
|||
TO BE FILLED IN BY CORPORATION
|
|||
PHOTO COPY OF CERTIFICATE TO BE SENT
|
|||
To: |
|
||
Jennifer Epstein Keravuori, Esq.
|
|||
Goodwin, Procter & Hoar LLP
|
|||
53 State Street
|
|||
Boston, Massachusetts 02109
|
|||
Telephone
|
(617) 570-1965 |
1.
|
Employment as a Marketing Consultant
|
(i)
|
your failure to use your best efforts to perform your employment responsibilities;
|
(ii)
|
your breach of any of the terms of this Agreement; or
|
(iii)
|
your breach of any of the terms of the Confidentiality and Non-Competition Agreement, as amended by this Agreement.
|
2.
|
Return of Property
|
3.
|
Confidentiality and Non-Competition Agreement
|
4.
|
Release of Claims
|
|
·
|
relating to your employment by and the agreement that your employment with the Company shall terminate in accordance with this Agreement;
|
|
·
|
of wrongful discharge;
|
|
·
|
of breach of contract (including, but not limited to the Offer Letter);
|
|
·
|
of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964);
|
|
·
|
under any other federal or state statute (including, without limitation, Claims under the Family and Medical Leave Act);
|
|
·
|
of defamation or other torts;
|
|
·
|
of violation of public policy;
|
|
·
|
for wages, bonuses, incentive compensation, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and
|
|
·
|
for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees;
|
5.
|
Confidentiality
|
6.
|
Nondisparagement
|
7.
|
References
|
8.
|
Future Cooperation
|
9.
|
Legal Representation
|
10.
|
Absence of Reliance
|
11.
|
Enforcement
|
12.
|
Governing Law; Interpretation
|
13.
|
Entire Agreement
|
14.
|
Time for Consideration; Effective Date
|
By: | /s/ Steven Cyr for Charles H. Sherwood | November 18, 2014 | ||
Charles H. Sherwood, Ph.D. | Date | |||
Chief Executive Officer |
/s/ Carol Barnett | November 18, 2014 | |||
Carol Barnett | Date |
·
|
pay you salary that accrues to you through the date of termination of your employment;
|
·
|
pay you for all accrued but unused vacation time due to you through the date of termination of your employment;
|
·
|
provide you with the right to continue group medical and dental care coverage after the termination of your employment under the law known as “COBRA,” which will be described in a separate written notice; and
|
·
|
reimburse you for any outstanding, reasonable business expenses that you have incurred on the Company’s behalf through the termination of your employment, after the Company’s timely receipt of appropriate documentation pursuant to the Company’s business expense reimbursement policy.
|
1.
|
Transition Assistance Period
|
2.
|
Transition Pay
|
3.
|
Severance Pay
|
4.
|
Employee Benefits
|
5.
|
Return of Property
|
6.
|
Non-Disclosure and Non-Competition Agreement
|
7.
|
Release of Claims
|
·
|
relating to your employment by and termination of employment with the Company;
|
·
|
of wrongful discharge;
|
·
|
of breach of contract (including, but not limited to the Offer Letter);
|
·
|
of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964);
|
·
|
under any other federal or state statute (including, without limitation, Claims under the Family and Medical Leave Act);
|
·
|
of defamation or other torts;
|
·
|
of violation of public policy;
|
·
|
for wages, bonuses, incentive compensation, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and
|
·
|
for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees;
|
8.
|
Confidentiality
|
9.
|
Nondisparagement
|
10.
|
References
|
11.
|
Future Cooperation
|
12.
|
Termination or Suspension of Payments
|
13.
|
Legal Representation
|
14.
|
Absence of Reliance
|
15.
|
Enforcement
|
16.
|
Governing Law; Interpretation
|
17.
|
Entire Agreement
|
18.
|
Time for Consideration; Effective Date
|
By: | /s/ Charles H. Sherwood | 30 October 2014 | ||
Charles H. Sherwood, Ph.D.
|
Date
|
|||
Chief Executive Officer
|
By: | /s/ John W. Sheets Jr. | 30 October 2014 | ||
John W. Sheets Jr., Ph.D.
|
Date
|
1.
|
All documents including, but not limited to, correspondence, memoranda, plans, proposals, customer lists, marketing and sales plans, reports and drawings, formulations, designs, samples, prototypes, tools and equipment, and all other tangible and intangible materials whatsoever, that concern the Company’s business and that come into my possession are the property of the Company and shall be used by me only in the performance of my duties for the Company. I will not remove from the Company’s premises any such tangible items or copies thereof except as the Company permits and, upon the earlier of the termination of my employment or a request by the Company, any and all such items in my custody or possession and all copies thereof will be returned to the Company.
|
2.
|
For the purposes of this agreement:
|
a.
|
“Inventions” shall include, but not be limited to, any procedures, systems, machines, methods, processes, uses, apparatuses, compositions of matter, designs, drawings, configurations, software and works of authorship of any kind, and any improvements to them which are discovered, conceived, reduced to practice, developed, made or produced, and shall not be limited by the meaning of “invention” under the laws of any country concerning patents.
|
b.
|
“Proprietary Information” means all information and know-how, whether or not in writing, of a private, secret, or confidential nature concerning the Company’s business or financial affairs, including, without limitation, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists.
|
c.
|
“Competing Products” means any products or processes of any person or organization other than the Company in existence or under development, which are substantially the same, may be substituted for, or applied to substantially the same end use as the products or processes with which I work during the time of my employment with the Company or about which I acquire confidential information through my work with the Company.
|
d.
|
“Competing Organization” means any person or organization engaged in, or about to become engaged in, research or development, production, distribution, marketing, or selling of a Competing Product.
|
3.
|
I agree that all Proprietary Information is and shall be the exclusive property of the Company. I will regard and preserve as confidential all Proprietary Information which may be obtained by me. I will not, at any time, without express written authority from the Company, use for any unauthorized purposes, or disclose to others, either during my employment or thereafter, except as required by my employment with the Company, any Proprietary Information, unless and until such Proprietary Information has become public knowledge without fault by me.
|
4.
|
I agree that my obligation not to disclose or to use information, know-how, and records of the types set forth in paragraphs 1 and 3 above, and my obligation to return records and tangible property, set forth in paragraph 1 above, also extends to such types of information, know-how, records, and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to me in the course of the Company’s business.
|
5.
|
All Inventions, whether patentable or not, which are related to the present or planned business of the Company conceived or reduced to practice by me, either alone or with others, during the period of my employment with the Company or during a period of ninety (90) days after termination of such employment, whether or not done during my regular working hours, are the exclusive property of the Company.
|
6.
|
I will disclose promptly, in writing, to the Company all such Inventions, whether patentable or not, and I agree to assign and do hereby assign to the Company or its nominee my entire right, title, and interest in and to such Inventions. Except to the extent that I may be authorized by the Company, I will not disclose any such Inventions to others without the prior written consent of the Company.
|
7.
|
I will, at any time during or after my employment on request of the Company, execute specific assignments in favor of the Company or its nominee of my interest in any such Inventions, as well as execute all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, render all assistance, and perform all lawful acts the Company considers necessary or advisable for the protection of its rights and interests in any Invention.
|
8.
|
I have disclosed to the Company on the attached
Schedule A
any continuing obligations I have with respect to the assignment of Inventions to any previous employers, and I claim no previous unpatented Inventions as my own, except as shown on a schedule attached hereto and signed by me (if none, so state). I further represent that, except as I have disclosed in writing to the Company or
Schedule A
hereto, I am not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of my employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. I further represent that my performance of all the terms of this agreement and as an Employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by me in confidence or in trust prior to my employment with the Company, and I will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.
|
9.
|
I understand that information regarding the Company and its affiliates including, without limitation, Proprietary Information, is considered confidential to the Company and is of substantial commercial value to the Company. Any entrusting of such confidential information to me by the Company is done so in reliance upon the confidential relationship arising from the terms of my employment with the Company. Therefore, in consideration of my employment with the Company, I agree that I will not render services of any nature, directly or indirectly, to any Competing Organization in connection with any Competing Product within such geographic territory as the Company and such Competing Organization are or would be in actual competition, for a period of one year, commencing on the date of termination of my employment. I understand that services rendered to such Competing Organization may have the effect of supporting actual competition in various geographic areas, and may be prohibited by this agreement regardless of the geographic area in which such services are physically rendered. The Company may, in its sole discretion, elect to waive, in whole or in part, the obligation set forth in the previous sentence, such waiver to be effective only if given in writing by the Company.
|
10.
|
I understand that the misappropriation of Proprietary Information may be theft as defined by law punishable by a fine or imprisonment or both and could make me liable for damages or subject to an injunction in a civil lawsuit.
|
11.
|
The provisions of this agreement shall be severable and in the event that any provision hereof shall be found by any court to be unenforceable, in whole or in part, the remainder of this agreement shall nevertheless be enforceable and binding on the parties.
|
12.
|
I understand that this agreement does not constitute a contract of employment and does not imply that my employment will continue for any period of time.
|
13.
|
This agreement will be binding upon my heirs, executors, and administrators and will inure to the benefit of the Company and its successors and assigns.
|
14.
|
No delay or omission by the Company in exercising any right under this agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
|
15.
|
I expressly consent to be bound by the provisions of this agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose employ I may be transferred without the necessity that this agreement be re-signed at the time of such transfer.
|
16.
|
I understand and agree that this agreement shall be interpreted under and governed by the laws of the Commonwealth of Massachusetts.
|
17.
|
The foregoing sets forth the entire agreement between the parties and the signatories acknowledge that no representations, written or oral, have been made in addition to, or in derogation of, the terms hereof.
|
/s/ John W. Sheets, Jr. | ||
John W. Sheets, Jr. |
ACCEPTED BY: | ||
Anika Therapeutics, Inc. | ||
At Bedford, Massachusetts | ||
This 09 day of October , 2013 | ||
FOR ANIKA THERAPEUTICS, INC. | ||
/s/ Kerry McCormack for William Mrachek | ||
Human Resources |
Name of Subsidiary
Anika Securities Corp.
|
Jurisdiction of Formation
Massachusetts
|
Anika Therapeutics S.r.l.
(Formerly: Fidia Advanced Biopolymers S.r.l.)
|
Italy
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended December 31, 2014 of Anika Therapeutics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 13, 2015
|
/s/ CHARLES H. SHERWOOD
Charles H. Sherwood, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended December 31, 2014 of Anika Therapeutics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 13, 2015
|
/s/ SYLVIA CHEUNG
Sylvia Cheung
Chief Financial Officer
(Principal Financial Officer)
|
Date: March 13, 2015
|
/s/ CHARLES H. SHERWOOD
Charles H. Sherwood, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
|
/s/ SYLVIA CHEUNG
Sylvia Cheung
Chief Financial Officer
(Principal Financial Officer)
|