UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(MARK ONE)

 

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 20202021

 

OR

 

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM               TO

 

COMMISSION FILE NUMBER 001-36159

 

STEREOTAXIS, INC.

(Exact name of the Registrant as Specified in its Charter)

 

delaware 94-3120386

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

4320 Forest Park Avenue, Suite 100

St. Louis, MO 63108

(Address of Principal Executive Offices including Zip Code)

 

(314) 678-6100

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share STXS NYSE American LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T “See 232.405 of this Chapter” during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated Filer ☒ ☐ Non-accelerated filer ☐ ☒ Smaller reporting company ☒
Emerging growth company ☐      

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The number of outstanding shares of the registrant’s common stock on OctoberJuly 31, 20202021 was 73,685,62974,507,581.

 

 

 

 

 

Table of Contents

 

STEREOTAXIS, INC.

INDEX TO FORM 10-Q

 

  Page
   
Part I Financial Information 
  
Item 1.Financial Statements (unaudited)3
Balance Sheets3
 Statements of OperationsBalance Sheets4
Statements of Equity5-6
Statements of Cash Flows73
 Statements of Operations4
Statements of Convertible Preferred Stock and Stockholders’ Equity5-6
Statements of Cash Flows7
Notes to Financial Statements8-168-18
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations17-2319-24
Item 3.[Reserved][Reserved]2325
Item 4.Controls and Procedures2325
   
Part II Other Information 
  
Item 1.Legal ProceedingsLegal Proceedings2425
Item 1A.Risk FactorsRisk Factors2425-26
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2526
Item 3.Defaults upon Senior Securities2526
Item 4.[Reserved][Reserved]2526
Item 5.Other Information2526
Item 6.ExhibitsExhibits2527
Signatures2628

 

2

 

 

ITEM 1. FINANCIAL STATEMENTS

STEREOTAXIS, INC.

BALANCE SHEETS

 

 September 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
  (Unaudited)       (Unaudited)     
Assets               
Current assets:                
Cash and cash equivalents $43,595,829  $30,182,115  $42,054,296  $43,939,512 
Restricted cash - current  1,484,018   - 
Compensating cash arrangement  250,295   -   251,232   250,620 
Accounts receivable, net of allowance of $265,233 and $380,212 at 2020 and 2019, respectively  5,409,722   5,329,577 
Accounts receivable, net of allowance of $154,727 and $123,614 at 2021 and 2020, respectively  4,651,804   3,515,136 
Inventories, net  2,846,051   1,847,530   4,146,691   3,295,457 
Prepaid expenses and other current assets  1,774,792   1,470,922   2,646,806   1,716,014 
Total current assets  53,876,689   38,830,144   55,234,847   52,716,739 
Property and equipment, net  234,858   250,443   291,578   195,129 
Restricted cash  382,813   - 
Operating lease right-of-use assets  2,764,022   4,286,064   1,143,355   2,235,442 
Other assets  256,669   218,103   283,093   308,515 
Total assets $57,132,238  $43,584,754  $57,335,686  $55,455,825 
                
Liabilities and stockholders’ equity                
Current liabilities:                
Short-term debt $457,244  $-  $-  $1,185,058 
Accounts payable  1,568,581   2,099,097   1,124,178   1,608,636 
Accrued liabilities  2,956,130   2,721,104   2,857,479   3,209,235 
Deferred revenue  6,189,796   5,092,455   8,284,600   5,282,770 
Current portion of operating lease liabilities  2,275,436   2,248,189   1,169,378   2,287,487 
Total current liabilities  13,447,187   12,160,845   13,435,635   13,573,186 
Long-term debt  1,701,066   -   -   973,252 
Long-term deferred revenue  569,475   554,258   1,648,792   548,915 
Operating lease liabilities  540,536   2,089,537 
Other liabilities  255,517   255,517   206,596   131,231 
Total liabilities  16,513,781   15,060,157   15,291,023   15,226,584 
                
Series A - Convertible preferred stock:                
Convertible preferred stock, Series A, par value $0.001; 22,513 and 23,110 shares outstanding at 2020 and 2019, respectively  5,605,323   5,758,190 
Convertible preferred stock, Series A, par value $0.001; 22,407 and 22,513 shares outstanding at 2021 and 2020, respectively  5,578,181   5,605,323 
                
Stockholders’ equity:                
Convertible preferred stock, Series B, par value $0.001; 10,000,000 shares authorized, 5,610,121 shares outstanding at 2020 and 2019  5,610   5,610 
Convertible preferred stock, Series B, par value $0.001; 10,000,000 shares authorized, 5,610,121 shares outstanding at 2021 and 2020  5,610   5,610 
                
Common stock, par value $0.001; 300,000,000 shares authorized, 73,678,206 and 68,529,623 shares issued at 2020 and 2019, respectively  73,678   68,530 
Common stock, par value $0.001; 300,000,000 shares authorized, 74,428,865 and 73,694,203 shares issued at 2021 and 2020, respectively  74,429   73,694 
Additional paid in capital  521,918,228   504,211,040   527,294,470   522,709,846 
Treasury stock, 4,015 shares at 2020 and 2019  (205,999)  (205,999)
Treasury stock, 4,015 shares at 2021 and 2020  (205,999)  (205,999)
Accumulated deficit  (486,778,383)  (481,312,774)  (490,702,028)  (487,959,233)
Total stockholders’ equity  35,013,134   22,766,407   36,466,482   34,623,918 
Total liabilities and stockholders’ equity $57,132,238  $43,584,754  $57,335,686  $55,455,825 

See accompanying notes.

 

3

 

 

STEREOTAXIS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 Three Months Ended September 30, 2020  Three Months Ended September 30, 2019  Nine Months Ended September 30, 2020  Nine Months Ended September 30, 2019                 
 Three Months Ended September 30,  Nine Months Ended September 30,  Three Months Ended June 30,  Six Months Ended June 30, 
 2020  2019  2020  2019  2021  2020  2021  2020 
Revenue:                                                                                  
Systems $2,953,005  $1,696,964  $2,965,774  $1,755,015  $2,686,180  $12,769  $5,288,692  $12,769 
Disposables, service and accessories  5,504,048   6,258,252   16,099,915   19,515,125   6,118,712   5,086,156   11,892,228   10,595,867 
Sublease  246,530   246,532   739,590   739,593   246,530   246,530   493,060   493,060 
Total revenue  8,703,583   8,201,748   19,805,279   22,009,733   9,051,422   5,345,455   17,673,980   11,101,696 
                                
Cost of revenue:                                
Systems  3,031,440   665,463   3,253,976   722,828   1,389,588   157,514   2,825,123   222,536 
Disposables, service and accessories  747,285   919,599   2,068,085   2,928,718   883,289   680,937   1,807,907   1,320,800 
Sublease  246,530   246,531   739,590   739,592   246,530   246,530   493,060   493,060 
Total cost of revenue  4,025,255   1,831,593   6,061,651   4,391,138   2,519,407   1,084,981   5,126,090   2,036,396 
                                
Gross margin  4,678,328   6,370,155   13,743,628   17,618,595   6,532,015   4,260,474   12,547,890   9,065,300 
                                
Operating expenses:                                
Research and development  1,952,641   1,751,081   6,038,753   7,405,462   2,717,078   1,976,942   5,084,119   4,086,112 
Sales and marketing  2,822,680   3,120,632   8,279,853   9,666,975   3,044,750   2,541,749   5,991,966   5,457,173 
General and administrative  1,466,046   1,539,648   4,962,227   4,186,277   4,160,909   1,663,456   6,390,648   3,496,181 
Total operating expenses  6,241,367   6,411,361   19,280,833   21,258,714   9,922,737   6,182,147   17,466,733   13,039,466 
Operating loss  (1,563,039)  (41,206)  (5,537,205)  (3,640,119)  (3,390,722)  (1,921,673)  (4,918,843)  (3,974,166)
                                
Interest income (expense)  (9,933)  84,954   71,596   133,329 
Net income (loss) $(1,572,972) $43,748  $(5,465,609) $(3,506,790)
Interest (expense) income, net  (2,567)  567   (6,843)  81,529 
Gain on extinguishment of debt  2,182,891   -   2,182,891   - 
Net loss $(1,210,398) $(1,921,106) $(2,742,795) $(3,892,637)
                                
Cumulative dividend on convertible preferred stock  (343,101)  (360,647)  (1,028,950)  (1,071,351)
Cumulative dividend on Series A convertible preferred stock  (335,197)  (342,126)  (667,748)  (685,849)
Loss attributable to common stockholders $(1,916,073) $(316,899) $(6,494,559) $(4,578,141) $(1,545,595) $(2,263,232) $(3,410,543) $(4,578,486)
                                
Net loss per share attributable to common stockholders:                                
Basic $(0.03) $0.00  $(0.09) $(0.07) $(0.02) $(0.03) $(0.05) $(0.06)
Diluted $(0.03) $0.00  $(0.09) $(0.07) $(0.02) $(0.03) $(0.05) $(0.06)
                                
Weighted average number of common shares and equivalents:                                
Basic  74,488,771   64,294,153   72,004,956   61,405,083   75,547,574   71,628,762   75,362,521   70,749,401 
Diluted  74,488,771   64,294,153   72,004,956   61,405,083   75,547,574   71,628,762   75,362,521   70,749,401 

See accompanying notes.

 

4

 

STEREOTAXIS, INC

STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(Unaudited)

Three Months Ended June 30, 2020

                                         
  Convertible Preferred Stock Series A (Mezzanine)  Convertible  Preferred Stock Series B  Common Stock  

Additional

Paid-In

  Treasury  Accumulated  

Total Stockholders’

Equity		 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
Balance at March 31, 2020  22,918  $5,709,027   5,610,121  $5,610   69,040,781  $69,041  $504,990,377  $(205,999) $(483,284,305) $21,574,724 
Issuance of common stock              -   3,774,276   3,774   15,028,445   -       15,032,219 
Share-based compensation                  7,500   8   935,401           935,409 
Components of net loss                                  (1,921,106)  (1,921,106)
Employee stock purchase plan                  11,429   11   32,790           32,801 
Preferred stock conversion  (105)  (26,886)          196,838   197   26,689           26,886 
Balance at June 30, 2020  22,813  $5,682,141   5,610,121  $5,610   73,030,824  $73,031  $521,013,702  $(205,999) $(485,205,411) $35,680,933 

Three Months Ended June 30, 2021

  Convertible Preferred Stock Series A (Mezzanine)  Convertible  Preferred Stock Series B  Common Stock  

Additional

Paid-In

  Treasury  Accumulated  

Total Stockholders’

Equity		 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
                               
Balance at March 31, 2021  22,408  $5,578,437   5,610,121  $5,610   74,089,659  $74,090  $524,388,783  $(205,999) $(489,491,630) $34,770,854 
Issuance of common stock              -   89,778   90   86,761   -       86,851 
Share-based compensation                  242,250   242   2,785,475           2,785,717 
Components of net loss                                  (1,210,398)  (1,210,398)
Employee stock purchase plan                  5,204   5   33,197           33,202 
Preferred stock conversion  (1)  (256)          1,974   2   254           256 
Balance at June 30, 2021  22,407  $5,578,181   5,610,121  $5,610   74,428,865  $74,429  $527,294,470  $(205,999) $(490,702,028) $36,466,482 

 

See accompanying notes.

5

STEREOTAXIS, INC

STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(Unaudited)

ThreeSix Months Ended SeptemberJune 30, 20192020

  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
  Convertible Preferred Stock Series A (Mezzanine)  Convertible Preferred Stock Series B  Common Stock  Additional Paid-In  Treasury  Accumulated  Total Stockholders’ Equity 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
Balance at June 30, 2019  23,855  $5,948,953   -  $-   59,383,038  $59,383  $479,127,279  $(205,999) $(480,272,028) $(1,291,365)
Issuance of common stock and warrants                                    
Issuance of common stock and warrants, shares                                       
Issuance of common stock                  7,117,276   7,117   12,928,623           12,935,740 
Share-based compensation                  32,500   33   425,680           425,713 
Components of net income (loss)                              -    43,748   43,748 
Employee stock purchase plan                  8,307   8   22,836           22,844 
Preferred stock issuance          5,610,121   5,610           10,626,328           10,631,938 
Preferred stock conversion  (75)  (19,204)          135,990   136   19,068           19,204 
Balance at September 30, 2019  23,780  $5,929,749   5,610,121  $5,610   66,677,111  $66,677  $503,149,814  $(205,999) $(480,228,280) $22,787,822 

                                         
  Convertible Preferred Stock Series A (Mezzanine)  Convertible Preferred Stock Series B  Common Stock  Additional Paid-In  Treasury  Accumulated  

Total Stockholders’

Equity		 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
Balance at December 31, 2019  23,110  $5,758,190   5,610,121  $5,610   68,529,623  $68,530  $504,211,040  $(205,999) $(481,312,774) $22,766,407 
Issuance of common stock and warrants             -   3,815,092   3,815   15,004,554   -       15,008,369 
Share-based compensation                  116,989   117   1,657,604           1,657,721 
Components of net loss                                  (3,892,637)  (3,892,637)
Employee stock purchase plan                  17,835   18   65,006           65,024 
Preferred stock conversion  (297)  (76,049)          551,285   551   75,498           76,049 
Balance at June 30, 2020  22,813  $5,682,141   5,610,121  $5,610   73,030,824  $73,031  $521,013,702  $(205,999) $(485,205,411) $35,680,933 

 

ThreeSix Months Ended SeptemberJune 30, 20202021

                                         
  Convertible Preferred Stock Series A (Mezzanine)  Convertible Preferred Stock Series B  Common Stock  Additional Paid-In  Treasury  Accumulated  

Total Stockholders’

Equity		 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
                               
Balance at December 31, 2020  22,513  $5,605,323   5,610,121  $5,610   73,694,203  $73,694  $522,709,846  $(205,999) $(487,959,233) $34,623,918 
Issuance of common stock              -    244,584   246   339,440   -       339,686 
Share-based compensation                  272,500   272   4,156,002          4,156,274 
Components of net loss                                 (2,742,795)  (2,742,795)
Employee stock purchase plan                  11,207   11   62,246          62,257 
Preferred stock conversion  (106)  (27,142)          206,371   206   26,936          27,142 
Balance at June 30, 2021  22,407  $5,578,181   5,610,121  $5,610   74,428,865  $74,429  $527,294,470  $(205,999) $(490,702,028) $36,466,482 

See accompanying notes.

6

 

  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
  Convertible Preferred Stock Series A (Mezzanine)  Convertible Preferred Stock Series B  Common Stock  Additional Paid-In  Treasury  Accumulated  Total Stockholders’ Equity 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
                               
Balance at June 30, 2020  22,813  $5,682,141   5,610,121  $5,610   73,030,824  $73,031  $521,013,702  $(205,999) $(485,205,411) $35,680,933 
Issuance of common stock                  40,953   41   46,508           46,549 
Share-based compensation                  30,750   31   755,682           755,713 
Components of net income (loss)          -    -                -    (1,572,972)  (1,572,972)
Employee stock purchase plan                  6,154   6   26,087           26,093 
Preferred stock conversion  (300)  (76,818)          569,525   569   76,249           76,818 
Balance at September 30, 2020  22,513  $5,605,323   5,610,121  $5,610   73,678,206  $73,678  $521,918,228  $(205,999) $(486,778,383) $35,013,134 

STEREOTAXIS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

         
  Six Months Ended June 30, 
  2021  2020 
Cash flows from operating activities        
Net loss $(2,742,795) $(3,892,637)
Adjustments to reconcile net loss to cash used in operating activities:        
Depreciation  53,272   58,300 
Non-cash lease expense  1,165,424   1,171,170 
Share-based compensation  4,156,274   1,657,721 
Gain on debt extinguishment  (2,182,891)  - 
Non-cash interest  24,581   - 
Changes in operating assets and liabilities:        
Accounts receivable  (1,136,668)  2,288,477 
Inventories  (851,234)  (2,728,548)
Prepaid expenses and other current assets  (930,792)  (140,582)
Compensating cash arrangement  (612)  - 
Other assets  25,422   (51,439)
Accounts payable  (484,458)  (527,418)
Accrued liabilities  (351,756)  (319,479)
Deferred revenue  4,101,707   318,654 
Operating lease liability  (1,191,446)  (1,170,979)
Other liabilities  75,365   - 
Net cash used in operating activities  (270,607)  (3,336,760)
Cash flows from investing activities        
Purchase of property and equipment  (149,721)  (70,896)
Net cash used in investing activities  (149,721)  (70,896)
Cash flows from financing activities        
Proceeds from Paycheck Protection Program loan  -   2,158,310 
Proceeds from issuance of stock, net of issuance costs  401,943   15,073,393 
Net cash provided by financing activities  401,943   17,231,703 
Net (decrease) increase in cash and cash equivalents  (18,385)  13,824,047 
Cash and cash equivalents at beginning of period  43,939,512   30,182,115 
Cash and cash equivalents at end of period $43,921,127  $44,006,162 
         
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet as of June 30th:        
Cash and cash equivalents $42,054,296  $44,006,162 
Restricted cash - current  1,484,018   - 
Restricted cash  382,813   - 
Total cash, cash equivalents, and restricted cash $43,921,127  $44,006,162 
Cash and cash equivalents at end of period $43,921,127  $44,006,162 

See accompanying notes.

 

5

STEREOTAXIS, INC

STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(Unaudited)

Nine Months Ended September 30, 2019

  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
  Convertible Preferred Stock Series A (Mezzanine)  Convertible Preferred Stock Series B  Common Stock  Additional Paid-In  Treasury  Accumulated  Total Stockholders’ Equity 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
Balance at December 31, 2018  23,900  $5,960,475   -  $-   59,058,297  $59,058  $478,179,574  $(205,999) $(476,721,490) $1,311,143 
Issuance of common stock                  7,163,760   7,164   12,878,144           12,885,308 
Share-based compensation                  206,962   207   1,380,488           1,380,695 
Components of net income (loss)                                  (3,506,790)  (3,506,790)
Employee stock purchase plan                  32,064   32   54,770           54,802 
Preferred stock issuance          5,610,121   5,610           10,626,328   -        10,631,938 
Preferred stock conversion  (120)  (30,726)          216,028   216   30,510           30,726 
Balance at September 30, 2019  23,780  $5,929,749   5,610,121  $5,610   66,677,111  $66,677  $503,149,814  $(205,999) $(480,228,280) $22,787,822 

Nine Months Ended September 30, 2020

  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
  Convertible Preferred Stock Series A (Mezzanine)  Convertible Preferred Stock Series B  Common Stock  Additional Paid-In  Treasury  Accumulated  Total Stockholders’ Equity 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Stock  Deficit  (Deficit) 
                               
Balance at December 31, 2019  23,110  $5,758,190   5,610,121  $5,610   68,529,623  $68,530  $504,211,040  $(205,999) $(481,312,774) $22,766,407 
Issuance of common stock                  3,856,045   3,856   15,051,062   -        15,054,918 
Share-based compensation                  147,739   148   2,413,286           2,413,434 
Components of net income (loss)          -    -                    (5,465,609)  (5,465,609)
Employee stock purchase plan                  23,989   24   91,093           91,117 
Preferred stock conversion  (597)  (152,867)          1,120,810   1,120   151,747           152,867 
Balance at September 30, 2020  22,513  $5,605,323   5,610,121  $5,610   73,678,206  $73,678  $521,918,228  $(205,999) $(486,778,383) $35,013,134 

See accompanying notes.

6

STEREOTAXIS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

  2020  2019 
  Nine Months Ended September 30, 
  2020  2019 
Cash flows from operating activities        
Net loss $(5,465,609) $(3,506,790)
Adjustments to reconcile net loss to cash used in operating activities:        
Depreciation  86,482   88,774 
Non-cash lease expense  1,756,758   1,756,757 
Share-based compensation  2,413,434   898,836 
Changes in operating assets and liabilities:        
Accounts receivable  (80,145)  1,190,716 
Inventories  (998,521)  (355,050)
Prepaid expenses and other current assets  (303,870)  (58,622)
Compensating cash arrangement  (250,295)  - 
Other assets  (38,566)  (15,677)
Accounts payable  (530,516)  (694,385)
Accrued liabilities  235,026   480,632 
Deferred revenue  1,112,558   (388,396)
Operating lease liability  (1,756,471)  (1,718,010)
Other liabilities  -   (380,514)
Net cash used in operating activities  (3,819,735)  (2,701,729)
Cash flows from investing activities        
Purchase of equipment  (70,896)  (15,832)
Net cash used in investing activities  (70,896)  (15,832)
Cash flows from financing activities        
Proceeds from Paycheck Protection Program loan  2,158,310   - 
Proceeds from issuance of stock, net of issuance costs  15,146,035   23,572,048 
Net cash provided by financing activities  17,304,345   23,572,048 
Net increase in cash and cash equivalents  13,413,714   20,854,487 
Cash and cash equivalents at beginning of period  30,182,115   10,796,072 
Cash and cash equivalents at end of period $43,595,829  $31,650,559 

See accompanying notes.

7

 

STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Notes to Financial Statements

 

In this report, “Stereotaxis”, the “Company”, “Registrant”, “we”, “us”, and “our” refer to Stereotaxis, Inc. and its wholly owned subsidiaries. Genesis RMN®, EpochNiobe®, Niobe®Navigant®, Odyssey®, Odyssey Cinema™, Vdrive®, Vdrive Duo™, V-CAS™, V-Loop™, V-Sono™, V-CAS Deflect™, QuikCAS™ and Cardiodrive®are trademarks of Stereotaxis, Inc. All other trademarks that appear in this report are the property of their respective owners.

 

1. Description of Business

 

Stereotaxis designs, manufactures and markets an advanced robotic magnetic navigation system for use in a hospital’s interventional surgical suite, or “interventional lab”, that we believe revolutionizes the treatment of arrhythmias by enabling enhanced safety, efficiency, and efficacy for catheter-based, or interventional, procedures. Our primary products include the Genesis RMN System, the Niobe System, the Odyssey Solution, and related devices. We also offer to our customers the Stereotaxis Imaging Model S x-ray System.

 

The Genesis RMN and Niobe Systems are designed to enable physicians to complete more complex interventional procedures by providing image-guided delivery of catheters through the blood vessels and chambers of the heart to treatment sites. This is achieved using externally applied magnetic fields that govern the motion of the working tip of the catheter, resulting in improved navigation, efficient procedures, and reduced x-ray exposure.

 

In addition to the robotic magnetic navigation systems and their components, Stereotaxis also has developed the Odyssey Solution, which consolidates lab information enabling physicians to focus on the patient for optimal procedure efficiency. The system also features a remote viewing and recording capability called Odyssey Cinema, which is an innovative solution that delivers synchronized content for optimized workflow, advanced care, and improved productivity. This tool includes an archiving capability that allows clinicians to store and replay entire procedures or segments of procedures. This information can be accessed from locations throughout the hospital local area network and over the global Odyssey Network providing physicians with a tool for clinical collaboration, remote consultation, and training.

 

We promote our full suite of products in a typical hospital implementation, subject to regulatory approvals or clearances. This implementation requires a hospital to agree to an upfront capital payment and recurring payments. The upfront capital payment typically includes equipment and installation charges. The recurring payments typically include disposable costs for each procedure, equipment service costs beyond the warranty period, and ongoing software updates.enhancements. In hospitals where our full suite of products has not been implemented, equipment upgrade or expansion can be implemented upon purchasing of the necessary upgrade or expansion.

 

We have received regulatory clearance, licensing and/or CE Mark approvals necessary for us to market the Genesis RMN System in the U.S. and Europe, and we are in the process of obtaining necessary registrations for extending our markets in other countries. The NiobeSystem, Odyssey Solution, Cardiodrive, and various disposable interventional devices have received regulatory clearance in the U.S., Europe, Canada, China, Japan and various other countries. We have received the regulatory clearance, licensing and/or CE Mark approvals that allow us to market the Vdrive and Vdrive Duo Systems with the V-CAS, V-Loop and V-Sonodevices in the U.S., Canada and Europe. The V-CAS Deflect catheter advancement system has been CE Marked for sale in the Europe. Stereotaxis Imaging Model S is CE marked and FDA cleared.

 

We have strategic relationships with technology leaders and innovators in the global interventional market. Through these strategic relationships we provide compatibility between our robotic magnetic navigation system and digital imaging and 3D catheter location sensing technology, as well as disposable interventional devices. The maintenance of these strategic relationships, or the establishment of equivalent alternatives, is critical to our commercialization efforts. There are no guarantees that any existing strategic relationships will continue and efforts are ongoing to ensure the availability of integrated next generation systems and/or equivalent alternatives. We cannot provide assurance as to the timeline of the ongoing availability of such compatible systems or our ability to obtain equivalent alternatives on competitive terms or at all.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited financial statements of Stereotaxis, Inc. have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the disclosures required by GAAP for complete financial statements. In the opinion of management, they include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. Operating results for the nine monthsix-month period ended SeptemberJune 30, 20202021 are not necessarily indicative of the results that may be expected for the year ending December 31, 20202021 or for future operating periods.

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These interim financial statements and the related notes should be read in conjunction with the annual financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192020, as filed with the Securities and Exchange Commission (SEC) on March 16, 2020.12, 2021.

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Risks and Uncertainties

 

The novel coronavirus COVID-19 (“COVID-19”) pandemic has resulted, and is likely to continue to result, in significantperiodic and unexpected disruptions to the economy, as well as business and capital markets around the world. The full extent of the impact of the ongoing COVID-19 pandemic on our business, results of operations and financial condition will depend on numerous evolving factors that we may not be able to accurately predict.

 

As a result of the COVID-19 outbreak, we have experienced business disruptions, including travel restrictions on us and our third-party distributors, which have negatively affected our complex sales, marketing, installation, distribution and service network relating to our products and services. The COVID-19 pandemic may continue to negatively affect demand for both our systems and our disposable products by limiting the ability of our sales personnel to maintain their customary contacts with customers as governmental authorities institute prolongednew or continuing quarantines, travel restrictions, and shelter-in-place orders, or as our customers impose limitations on contacts and in-person meetings that go beyond those imposed by governmental authorities.

 

In addition, many of our hospital customers, for whom the purchase of our system involves a significant capital purchase which may be part of a larger construction project at the customer site (typically the construction of a new building), may themselves be under economic pressures. This may cause delays or cancellations of current purchase orders and other commitments and may exacerbate the long and variable sales and installation cycles for our robotic systems products.magnetic navigation systems. We may also experience significant reductions in demand for our disposable products as our healthcare customers (physicians and hospitals) continue to re-prioritize the treatment of patients and divert resources away from non-coronavirus areas, which we anticipate will lead to the performance of fewer procedures in which our disposable products are used. In addition, patients may consider foregoing or deferring procedures utilizing our products, even if physicians and hospitals are willing to perform them, which could also reduce demand for, and sales of, our disposable products.

 

As of the date of the filing of this Quarterly Report on Form 10-Q, we believe our manufacturing operations and supply chains have been minimallymanageably interrupted, but we cannot guarantee that they will not be interrupted more severely in the future. If our manufacturing operations or supply chains are materially interrupted, it may not be possible for us to timely manufacture relevant products at required levels, or at all. A material reduction or interruption to any of our manufacturing processes would have a material adverse effect on our business, operating results, and financial condition.

 

AsIf governmental authorities around the world continue to institute prolonged mandatory closures, social distancing protocols and shelter-in-place orders, or as private parties on whom we rely to operate our business put in place their own protocols that go beyond those instituted by relevant governmental authorities, our ability to adequately staff and maintain our operations or further our product development could be negatively impacted.

 

Any disruption to the capital markets could negatively impact our ability to raise capital. If the capital markets are disrupted for an extended period of time and we need to raise additional capital, such capital may not be available on acceptable terms, or at all. Continued disruptions to the capital markets and other financing sources could also negatively impact our hospital customers’ ability to raise capital or otherwise obtain financing to fund their operations and capital projects. Such could result in delayed spending on current projects, a longer sales cycle for new projects where a large capital commitment is required, and decreased demand for our disposable products as well as an increased risk of customer defaults or delays in payments for our systems, installation, service contracts and disposable products.

 

We continue to evaluate and, where appropriate, take actions to reduce costs and spending across our organization. We will continue to actively monitor the situation and may take further actions that alter our business operations asthat may be required by federal, state, or local governmental authorities or that may be implemented by our vendors, suppliersuppliers or customers, or that we determine are in the best interests of our employees, customers, suppliers and shareholders.stockholders.

 

Cash and Cash Equivalents

The Company considers all short-term investments purchased with original maturities of three months or less to be cash equivalents. The Company places its cash with high-credit-quality financial institutions and invests primarily in money market accounts.

Restricted Cash

Restricted cash primarily consists of cash that the Company is obligated to maintain in accordance with contractual obligations. The Company’s restricted cash was $1.9 million at June 30, 2021. NaN cash was restricted at December 31, 2020.

Compensating Cash Arrangement

In July 2020, the Company entered into a letter of credit to support a commitment of less than $0.3million. As a condition of the letter of credit, the Company is required to maintain a $0.3million compensating balance until the expiration of the letter of credit.

 

Financial Instruments

 

Financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and debt. The carrying value of such amounts reported at the applicable balance sheet dates approximates fair value.

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The Company measures certain financial assets and liabilities at fair value on a recurring basis. General accounting principles for fair value measurement established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (“Level 1”) and the lowest priority to unobservable inputs (“Level 3”). As

The Company’s financial assets consist of Septemberrestricted cash and cash equivalents invested in money market funds which totaled $1.9 million and $1.4 million as of June 30, 20202021 and December 31, 2019,2020, respectively. The financial assets consisting of cash equivalents invested in money market funds are classified as Level 2 as described above and total interest income recorded for these investments was insignificant for the six months ended June 30, 2021. As of June 30, 2021, the Company did not have any financial liabilities valued at fair value on a recurring basis. As of June 30, 2020, the Company did not have any financial assets or liabilities valued at fair value on a recurring basis.

 

9

Revenue and Costs of Revenue

 

The Company accounts for revenue in accordance with Accounting Standards Codification Topic 606 (“ASC 606”), Revenue“Revenue from Contracts with CustomersCustomers”.

 

We generate revenue from initial capital sales of systems as well as recurring revenue from the sale of our proprietary disposable devices, from royalties paid to the Company on the sale by Biosense Webster of co-developed catheters, and from other recurring revenue including ongoing software updatesenhancements and service contracts.

 

We account for a contract with a customer when there is a legally enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. We record our revenue based on consideration specified in the contract with each customer, net of any taxes collected from customers that are remitted to government authorities.

 

For contracts containing multiple products and services, the Company accounts for individual products and services as separate performance obligations if they are distinct, which is if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company recognizes revenues as the performance obligations are satisfied by transferring control of the product or service to a customer.

 

For arrangements with multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, then the Company estimates the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services and market conditions. The Company regularly reviews standalone selling prices and updates these estimates if necessary.

Our revenue recognition policy affects the following revenue streams in our business as necessary.follows:

 

Systems:

 

Contracts related to the sale of systems typically contain separate obligations for the delivery of system(s), installation and an implied obligation to provide software enhancements if and when available for one year following installation. Revenue is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement. Revenue from the implied obligation to deliver software enhancements if and when available is recognized ratably typically over the first year following installation of the system as the customer receives the right to software updatesenhancements throughout the period and is included in Other Recurring Revenue. The Company’s system contracts generally do not provide a right of return. Systems are generally covered by a one-year assurance type warranty; warranty costs were $0.1 million and less than $0.1 million for the periods presented.six months ended June 30, 2021 and 2020, respectively. Revenue from systemssystem delivery and installation represented 1530% and less than 81% of revenue for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.

 

Disposables:

 

Revenue from sales of disposable products is recognized when control is transferred to the customers, which generally occurs at the time of shipment, but can also occur at the time of delivery depending on the customer arrangement. Disposable products are covered by an assurance type warranty that provides for the return of defective products. Warranty costs were not material for the periods presented.six months ended June 30, 2021 and 2020. Disposable revenue represented 2725%% and 333%1% of revenue for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.

 

Royalty:

 

The Company is entitled to royalty payments from Biosense Webster, payable quarterly based on net revenues from sales of the co-developed catheters. Royalty revenue from the co-developed catheters represented 87% and 109% of revenue for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.

 

Other Recurring Revenue:

 

Other recurring revenue includes revenue from product maintenance plans, other post warranty maintenance, and the implied obligation to provide software enhancements if and when available for a specified period, typically one year following installation.installation of our systems. Revenue from services and software enhancements is deferred and amortized over the service or update period, which is typically one year. Revenue related to services performed on a time-and-materials basis is recognized when performed. Other recurring revenue represented 4635% and 56% of revenue for the ninesix months ended SeptemberJune 30, 2021 and 2020, and 2019.respectively.

 

10

 

 

Sublease Revenue:

 

The adoptionA portion of new lease accounting guidance as of January 1, 2019 requiresour principal executive office is subleased to a third party through 2021. In accordance with Accounting Standards Update (ASU) 2016-02, “Leases” (Topic 842), the Company to recordrecords sublease income as revenue beginning in 2019.revenue. Sublease revenue represented 43% and 34%% of revenue for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.

Schedule of Revenue Disaggregated by Type

 Three Months Ended September 30 Nine Months Ended September 30,  Three Months Ended June 30 Six Months Ended June 30, 
 2020  2019  2020  2019  2021  2020  2021  2020 
Systems $2,953,005  $1,696,964  $2,965,774  $1,755,015  $2,686,180  $12,769  $5,288,692  $12,769 
Disposables, service and accessories  5,504,048   6,258,252   16,099,915   19,515,125   6,118,712   5,086,156   11,892,228   10,595,867 
Sublease  246,530   246,532   739,590   739,593   246,530   246,530   493,060   493,060 
Total revenue $8,703,583  $8,201,748  $19,805,279  $22,009,733  $9,051,422  $5,345,455  $17,673,980  $11,101,696 

 

Transaction price allocated to remaining performance obligations relates to amounts allocated to products and services for which the revenue has not yet been recognized. A significant portion of this amount relates to the Company’s systems contracts and obligations that will be recognized as revenue in future periods. These obligations are generally satisfied within two years after contract inception but may occasionally extend longer. Transaction price representing revenue to be earned on remaining performance obligations on system contracts was approximately $1.28.7 million as of SeptemberJune 30, 2020.2021. Performance obligations arising from contracts for disposables, royalty and service are generally expected to be satisfied within one year after entering into the contract.

 

The following information summarizes the Company’s contract assets and liabilities:

Summary of Contract Assets and Liabilities

 September 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
Contract Assets - unbilled receivables $200,134  $168,445  $180,751  $284,415 
                
Customer deposits  162,240   -  $2,132,598  $- 
Product shipped, revenue deferred  929,458   674,324   

2,173,300

   645,200 
Deferred service and license fees  5,667,573   4,972,389   

5,627,494

   5,186,485 
Total deferred revenue  6,759,271   5,646,713  $9,933,392  $5,831,685 
Less: Long-term deferred revenue  (569,475)  (554,258)  (1,648,792)  (548,915)
Total current deferred revenue $6,189,796  $5,092,455  $8,284,600  $5,282,770 

 

The Company invoices its customers based on the billing schedules in its sales arrangements. Contract assets primarily represent the difference between the revenue that was earned but not billed on service contracts and revenue from system contracts that was recognized based on the relative selling price of the related performance obligations and the contractual billing terms in the arrangements. Customer deposits primarily relate to future system sales but can also include deposits on disposable sales. Deferred revenue is primarily related to service contracts, for which the service fees are billed up-front, generally quarterly or annually, and for amounts billed in advance for system contracts for which some performance obligations remain outstanding. For service contracts, the associated deferred revenue is generally recognized ratably over the service period. For system contracts, the associated deferred revenue is recognized when the remaining performance obligations are satisfied. The Company did not have any impairment losses on its contract assets for the periods presented.

 

Revenue recognized for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, that was included in the deferred revenue balance at the beginning of each reporting period wasremained consistent at $4.7 4.0million and $5.4 million, respectively.million.

 

Assets Recognized from the Costs to Obtain a Contract with a Customer

 

The Company has determined that sales incentive programs for the Company’s sales team meet the requirements to be capitalized as the Company expects to generate future economic benefits from the related revenue generating contracts after the initial capital sales transaction. The costs capitalized as contract acquisition costs included in prepaid expenses and other assets, in the Company’s balance sheet werewas $0.2 million and $0.3 million as of SeptemberJune 30, 20202021 and December 31, 2019.2020, respectively. The Company did not incur any impairment losses during any of the periods presented.

 

Costs of systems revenue include direct product costs, installation labor and other costs, estimated warranty costs, and initial training and product maintenance costs. These costs are recognized at the time of sale. Costs of disposable revenue include direct product costs and estimated warranty costs and are recognized at the time of sale. Cost of revenue from services and license fees are recognized when incurred.

 

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Share-Based Compensation

 

The Company accounts for its grants of stock options, stock appreciation rights, restricted shares, and restricted stock units and for its employee stock purchase plan in accordance with the provisions of general accounting principles for share-based payments. These accounting principles require the determination of the fair value of the share-based compensation at the grant date and the recognition of the related expense over the period in which the share-based compensation vests.

 

TheFor time-based awards, the Company utilizes the Black-Scholes valuation model to determine the fair value of stock options and stock appreciation rights at the date of grant. The resulting compensation expense is recognized over the requisite service period, which is generally four years.years. Restricted shares and units granted to employees are valued at the fair market value at the date of grant. The Company amortizes the fair market value to expense over the service period. If the shares are subject to performance objectives, the resulting compensation expense is amortized over the anticipated vesting period and is subject to adjustment based on the actual achievement of objectives.

 

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For market-based awards, stock-based compensation expense is recognized over the minimum service period regardless of whether or not the market target is probable of being achieved. The fair value of such awards is estimated on the grant date using Monte Carlo simulations.

Shares purchased by employees under the 2009 Employee Stock Purchase Plan are considered to be non-compensatory.

Net Earnings (Loss) per Common Share

 

Basic earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. In periods where there is net income, we apply the two-class method to calculate basic and diluted net income (loss) per share of common stock, as our Convertible Preferred Stockconvertible preferred stock is a participating security. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. In periods where there is a net loss, the two-class method of computing earnings per share does not apply as our Convertible Preferred Stockconvertible preferred stock does not contractually participate in our losses. We compute diluted net income (loss) per common share using net income (loss) as the “control number” in determining whether potential common shares are dilutive, after giving consideration to all potentially dilutive common shares, including stock options, warrants, unvested restricted stock units outstanding during the period and potential issuance of stock upon the conversion of our Convertible Preferred Stockconvertible preferred stock issued and outstanding during the period, except where the effect of such securities would be antidilutive.

 

The following table sets forth the computation of basic and diluted EPS:

Schedule of Computation of Basic and Diluted Earnings Per Share

 2020  2019  2020  2019  2021 2020 2021 2020 
 Three Months Ended September 30, Nine Months Ended September 30,  Three Months Ended June 30, Six Months Ended June 30, 
 2020  2019  2020  2019  2021  2020  2021  2020 
Net income (loss) $(1,572,972) $43,748  $(5,465,609) $(3,506,790)
Cumulative dividend on convertible preferred stock  (343,101)  (360,647)  (1,028,950)  (1,071,351)
Net loss $(1,210,398) $(1,921,106) $(2,742,795) $(3,892,637)
Cumulative dividend on Series A Convertible Preferred Stock  (335,197)  (342,126)  (667,748)  (685,849)
Net loss attributable to common stockholders $(1,916,073) $(316,899) $(6,494,559) $(4,578,141) $(1,545,595) $(2,263,232) $(3,410,543) $(4,578,486)
                                
Weighted average number of common shares and equivalents:  74,488,771   64,294,153   72,004,956   61,405,083   75,547,574   71,628,762   75,362,521   70,749,401 
Basic EPS $(0.03) $(0.00) $(0.09) $(0.07) $(0.02) $(0.03) $(0.05) $(0.06)
Diluted EPS $(0.03) $(0.00) $(0.09) $(0.07) $(0.02) $(0.03) $(0.05) $(0.06)

 

The Company did not include any portion of unearned restricted shares, outstanding options, stock appreciation rights, warrants or convertible preferred stock in the calculation of diluted loss per common share because all such securities are anti-dilutive for all periods presented. The application of the two-class method of computing earnings per share under general accounting principles for participating securities is not applicable during these periods because those securities do not contractually participate in its losses.

 

As of SeptemberJune 30, 2020,2021, the Company had 2,473,2412,845,041 shares of common stock issuable upon the exercise of outstanding options and stock appreciation rights at a weighted average exercise price of $2.903.93 per share, 15,385 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $0.70 per share, 42,959,25944,303,996 shares of our common stock issuable upon the conversion of our Series A Convertible Preferred Stock, and accumulated dividends, 5,610,121 shares of our common stock issuable upon the conversion of our Series B Convertible Preferred Stock and 1,112,7231,044,973 shares of unvested restricted share units. The Company had no unearned restricted shares outstanding for the period ended June 30, 2021.

 

Recently Issued Accounting Pronouncements

 

In December 2019, the FASB issued ASUAccounting Standards Update (ASU) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its effort to reduce the complexity of accounting standards. The ASU is effective for fiscal years beginning after December 15, 2020. The Company does not expect that the adoption of this new guidance will have a materialadopted with no impact onto the Company’s financial results.statements.

12

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05. The standard modifies the measurement approach for credit losses on financial instruments, including trade receivables, from an incurred loss method to a current expected credit loss method, otherwise known as “CECL.” The standard requires the measurement of expected credit losses to be based on relevant information, including historical experience, current conditions and a forecast that is supportable. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years; early adoption is permitted. The standard must be adopted by applying a cumulative adjustment to retained earnings. The Company anticipates adopting the standard in the first quarter of 2023, although it does not expect a significant impact to the Company’s financial results.

 

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3. Inventories

 

Inventories consist of the following:

Schedule of Inventories

  June 30, 2021  December 31, 2020 
Raw materials $3,284,691  $2,950,912 
Work in process  919,214   433,026 
Finished goods  2,397,991   2,987,039 
Reserve for excess and obsolescence  (2,455,205)  (3,075,520)
Total inventory $4,146,691  $3,295,457 

 

  September 30, 2020  December 31, 2019 
Raw materials $4,013,147  $3,063,532 
Work in process  521,018   515,262 
Finished goods  2,220,520   2,164,187 
Reserve for obsolescence  (3,908,634)  (3,895,451)
Total inventory $2,846,051  $1,847,530 

The reserve for excess and obsolescence primarily includes Niobe Systems and related raw materials and spare parts.

 

4. Prepaid Expenses and Other Assets

 

Prepaid expenses and other assets consist of the following:

Schedule of Prepaid Expenses and Other Assets

 September 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
Prepaid expenses $1,060,036  $640,252  $1,165,885  $754,062 
Prepaid commissions  296,488   336,594   235,745   271,174 
Deposits  588,345   712,179   1,411,544   855,970 
Other assets  86,592   -   116,725   143,323 
Total prepaid expenses and other assets  2,031,461   1,689,025   2,929,899   2,024,529 
Less: Noncurrent prepaid expenses and other assets  (256,669)  (218,103)  (283,093)  (308,515)
Total current prepaid expenses and other assets $1,774,792  $1,470,922  $2,646,806  $1,716,014 

 

5. Property and Equipment

 

Property and Equipment consist of the following:

Schedule of Property and Equipment

  June 30, 2021  December 31, 2020 
Equipment $4,940,877  $6,488,984 
Leasehold improvements  2,299,550   2,338,441 
Construction in process  149,721   - 
   7,390,148   8,827,425 
Less: Accumulated depreciation  (7,098,570)  (8,632,296)
Net property and equipment $291,578  $195,129 

 

The company retired approximately $1.6 million of fully depreciated assets during the three and six months ended June 30, 2021.

  September 30, 2020  December 31, 2019 
Equipment $6,556,769  $6,485,873 
Leasehold improvements  2,338,441   2,338,441 
   8,895,210   8,824,314 
Less: Accumulated depreciation  (8,660,352)  (8,573,871)
Net property and equipment $234,858  $250,443 

6. Leases

 

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, theThe Company adopted ASUaccounts for leases in accordance with Accounting Standards Update No. 2016-02 “Leases”“Leases” (Topic 842) and all subsequent ASUs that modified Topic 842.842 (“ASC 842”). The Company determines if an arrangement contains a lease at inception. For the Company, Accounting Standards Codification (“ASC 842”) primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee.

 

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The Company leases its facilities under operating leases, which were previously not recognized on the Company’s balance sheets. With the adoption ofleases. In accordance with ASC 842, operating lease agreements are required to be recognized on the balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability. These leases do not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do not contain contingent rent provisions. Many of our leases include both lease (i.e., fixed payments including rent, taxes, and insurance costs) and non-lease components (i.e., common-area or other maintenance costs) which are accounted for as a single lease component as we have elected the practical expedient to group lease and non-lease components for all leases. A portion of our principal executive office is subleased to a third party through 2021. The sublease does not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. In addition, the sublease does not contain contingent rent provisions nor are there options to extend or terminate the sublease.

 

The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. The Company elected not to include short-term leases (i.e. leases with initial terms of twelve months or less) on the balance sheet.

 

The calculated amounts of the ROU assets and lease liabilities are impacted by the length of the lease term and the discount rate used to calculate the present value of the minimum lease payments. ASC 842 requires the use of the discount rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception. At SeptemberJune 30, 2020,2021, the weighted average discount rate for operating leases was 9.0% and the weighted average remaining lease term for operating lease term is 1.250.5 years.

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The following table represents lease costs and other lease information.

Schedule of Lease Costs and Other Lease Information

 2020  2019  2020  2019  2021 2020 2021 2020 
 Three Months Ended September 30,  Nine Months Ended September 30,  Three Months Ended June 30 Six Months Ended June 30 
 2020  2019  2020  2019  2021  2020  2021  2020 
Operating lease cost $585,588  $585,588  $1,756,758  $1,756,759  $582,712  $585,584  $1,165,424  $1,171,170 
Short-term lease cost  19,084   19,671   53,858   58,311   14,042   19,304   30,704   34,774 
Sublease income  (246,530)  (246,532)  (739,590)  (739,593)  (246,530)  (246,530)  (493,060)  (493,060)
Total net lease cost $358,142  $358,727  $1,071,026  $1,075,477  $350,224  $358,358  $703,068  $712,884 
                                
Cash paid within operating cash flows $634,918  $612,533  $1,860,165  $1,840,023  $539,204  $588,897  $1,170,290  $1,225,247 

 

The initial recognition of the right of use assets in 2019 was $6.2 million. Variable lease costs consist primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities and equipment which are paid based on actual costs incurred.

 

Future minimum payments for operating leases with initial or remaining terms of one year or more as of SeptemberJune 30, 2020,2021, excluding sublease income, were as follows:

Schedule of Future Minimum Operating Lease Payments

 

 September 30, 2020  June 30, 2021 
2020 $583,516 
2021  2,382,660     
Total lease payments  2,966,176  $1,191,330 
Less: Interest  (150,204)  (21,952)
Present value of lease liabilities $2,815,972  $1,169,378 

 

The remaining undiscounted future cash flows to be received under the sublease are $0.2 million in 2020 and $1.00.5 million in 2021.

On March 1, 2021, the Company entered into an office lease agreement (the “Lease”) with Globe Building Company (the “Landlord”), under which the Company will lease executive office space and manufacturing facilities of approximately 43,100 square feet of rentable space located at 710 N. Tucker Boulevard, St. Louis, Missouri (the “Premises”) that will serve as the Company’s new principal executive and administrative offices and manufacturing facility. The Lease for the Premises is effective at the later of January 1, 2022 or the date on which the Company has received an occupancy permit, and has a term of ten years, with two renewal options offive years each. The minimum annual rent under the terms of the Lease ranges from approximately $0.8 million in 2022 to $1.0 million in 2031. At the Lease commencement, the Company will relocate its current St. Louis, Missouri operations to the Premises in the new building.

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7. Accrued Liabilities

 

Accrued liabilities consist of the following:

Schedule of Accrued Liabilities

  June 30, 2021  December 31, 2020 
Accrued salaries, bonus, and benefits $1,424,592  $2,044,826 
Accrued licenses and maintenance fees  483,879   483,879 
Accrued warranties  222,206   157,615 
Accrued taxes  167,979   172,744 
Accrued professional services  453,348   138,359 
Other  312,071   343,043 
Total accrued liabilities  3,064,075   3,340,466 
Less: Long term accrued liabilities  (206,596)  (131,231)
Total current accrued liabilities $2,857,479  $3,209,235 

 

  September 30, 2020  December 31, 2019 
Accrued salaries, bonus, and benefits $1,773,314  $1,421,150 
Accrued licenses and maintenance fees  483,879   483,879 
Accrued warranties  180,047   141,697 
Accrued taxes  195,553   206,232 
Accrued professional services  244,203   383,342 
Other  334,651   340,321 
Total accrued liabilities  3,211,647   2,976,621 
Less: Long term accrued liabilities  (255,517)  (255,517)
Total current accrued liabilities $2,956,130  $2,721,104 

8. Debt and Credit Facilities

 

The Company had a working capital line of credit with its primary lender, Silicon Valley Bank, that matured on June 30, 2020. and was not renewed.

 

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. Among the provisions contained in the CARES Act iswas the creation of the Paycheck Protection Program that provides for Small Business Administration (“SBA”) Section 7(a) loans for qualified small businesses. TheIn general, the loan cancould be forgiven as long as the funds arewere used for payroll related expenses as well as rent and utilities paid during the twenty fourtwenty-four week period from the date of the loan and as long as certain headcount and salary/wage levels arewere maintained. On April 10, 2020, the Company was informed by its lender, Midwest BankCentre (the “Bank”), that the Bank received approval from the SBA to fund the Company’s request for a loan under the SBA’s Paycheck Protection Program (“PPP Loan”). Per the terms of the PPP Loan, the Company received total proceeds of approximately $2,158,3102.2 million from the Bank on April 20, 2020.  In accordance with the loan forgiveness requirements of the CARES Act, the Company used the full proceeds from the PPP Loan primarily for payroll costs, rent and utilities. In March 2021, the Company applied for loan forgiveness and in June 2021 full loan forgiveness was granted by the SBA. The Company anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, the Company would be required to repay that portion beginning in August 2021 withrecognized a final installment in April 2022. Interest would be assessed on the amountnet gain from debt extinguishment of the loan not forgiven at a rate of approximately $12.2 % per annum beginning on the date of the loan, April 20, 2020.million.

 

In accordance with general accounting principles for fair value measurement, the Company’s debt was measured at fair value (Level 2) as of September 30, 2020. As of September 30, 2020 the fair value of the debt, which approximated the carrying value of the debt.debt as of December 31, 2020.

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9. Convertible Preferred Stock and Stockholders’ Equity

 

The holders of common stock are entitled to one vote for each share held and to receive dividends whenever funds are legally available and when declared by the Board of Directors subject to the rights of holders of all classes of stock having priority rights as dividends. NaN dividends have been declared or paid as of SeptemberJune 30, 2020.2021.

 

2020 Equity Financing

 

On May 25, 2020, the Company entered into a Securities Purchase Agreement with certain accredited investors, whereby it, in a direct registered offering, agreed to issue and sell to the investors an aggregate of 3,658,537 shares of the Company’s common stock, $0.001 par value per share, at a price of $4.10 per share. The Company received net proceeds of approximately $15.015.0 million, after offering expenses.

 

2019 Equity Financing and Series B Convertible Preferred Stock

 

On August 7, 2019, the Company entered into a Securities Purchase Agreement with certain institutional and other accredited investors, whereby it, inas part of a private placement, agreed to issue and sell to the investors an aggregate of 6,585,000 shares of the Company’s common stock, $0.001 par value per share, at a price of $2.05 per share and 5,610,121 shares of the Company’s Series B Convertible Preferred Stock, $0.001 par value per share which are convertible into shares of the Company’s Common Stock,common stock, at a price of $2.05 per share. The Series B Preferred Stock, which is a Common Stockcommon stock equivalent but non-voting and with a blocker on conversion if the holder would exceed a specified threshold of voting security ownership, is convertible into Common Stockcommon stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like as provided in the Purchase Agreement. The Series B Convertible Preferred Stock is reported in the stockholders’ equity section of the Company’s balance sheet. The Company received net proceeds of approximately $23.1 million, after offering expenses.

 

Series A Convertible Preferred Stock and Warrants

 

In September 2016, the Company issued (i) 24,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (the “Series A Preferred Stock”), which are convertible into shares of the Company’s common stock at an initial conversion rate of $0.65 per share, subject to adjustment for events such as stock splits, combinations and the like as provided in the certificate of designations covering such Series A Preferred Stock, and (ii) warrants to purchase an aggregate of 36,923,078 shares of common stock. The convertible preferred shares of Series A Preferred Stock are entitled to vote on an as-converted basis with the common stock, subject to specified beneficial ownership issuance limitations. The convertible preferred sharesSeries A Preferred Stock bear dividends at a rate of six percent (6%) per annum, which are cumulative and accrue daily from the date of issuance on the $1,000$1,000 stated value. Such dividends will not be paid in cash except in connection with any liquidation, dissolution or winding up of the Company or any redemption of the convertible preferred shares.Series A Preferred Stock. Each holder of convertible preferred shares has the right to require us to redeem such holder’s convertible preferred shares of Series A Preferred Stock upon the occurrence of specified events, which include certain business combinations, the sale of all or substantially all of the Company’s assets, or the sale of more than 50% of the outstanding shares of the Company’s common stock. In addition, the Company has the right to redeem the convertible preferred sharesSeries A Preferred Stock in the event of a defined change of control. The convertible preferred shares rankSeries A Preferred Stock ranks senior to our common stock as to distributions and payments upon the liquidation, dissolution, and winding up of the Company. Since the convertible preferred sharesSeries A Preferred Stock are subject to conditions for redemption that are outside the Company’s control, the convertible preferred sharesSeries A Preferred Stock are presently reported in the mezzanine section of the balance sheet.

 

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The warrants issued in conjunction with the convertible preferred stockSeries A Preferred Stock (the “SPA Warrants”) have an exercise price equal toof $0.70 per share subject to adjustments for events such as stock splits, combinations, and the like as provided under the terms of the warrants. The warrants are exercisable through September 29, 2021, subject to specified beneficial ownership issuance limitations.

 

2021 CEO Performance Award Unit Grant

On February 23, 2021, the Company`s Board of Directors, upon recommendation of the Compensation Committee, approved the grant of the CEO Performance Award to the Company’s Chief Executive Officer. The CEO Performance award is a 10-year performance award of up to 13,000,000 shares, tied to the achievement of market capitalization milestones and subject to minimum service requirements.

As detailed in the table below, the CEO Performance Award consists of ten vesting tranches. The first market capitalization milestone is $1.0 billion, and each of the remaining nine market capitalization milestones are in additional $500 million increments, up to $5.5 billion.

Summary of Performance Award And Market Capitalization Milestones

Tranche # 

No. of Shares

Subject to PSU

  Market Capitalization
Milestones(1)		 
1  1,000,000  $1,000,000,000 
2  1,500,000  $1,500,000,000 
3  1,500,000  $2,000,000,000 
4  2,000,000  $2,500,000,000 
5  1,000,000  $3,000,000,000 
6  1,000,000  $3,500,000,000 
7  1,000,000  $4,000,000,000 
8  2,000,000  $4,500,000,000 
9  1,000,000  $5,000,000,000 
10  1,000,000  $5,500,000,000 
Total:  13,000,000     

Each tranche represents a portion of the PSUs covering the number of shares outlined in the table above. Each tranche vests upon (i) satisfaction of the market capitalization milestones and (ii) continued employment as CEO of the Company from the grant date through December 31, 2030. Absent an earlier termination, the PSUs will expire on December 31, 2030. If our CEO ceases employment as CEO of the Company for any reason including death, disability, termination for cause or without cause (as defined in the award agreement), or if he voluntary terminates after service as CEO for at least five years, the remaining service period will be waived and he will retain any PSUs that have vested through the date of termination.

The Company received Shareholder approval at its annual meeting on May 20, 2021 for shares to be issued under the award.

The market capitalization requirement is considered a market condition under FASB Accounting Standards Codification Topic 718 “Compensation – Stock Compensation” and is estimated on the grant date using Monte Carlo simulations. Recognition of stock-based compensation expense of all the tranches commenced on February 23, 2021, the date of grant, as the probability of meeting the ten market capitalization milestones is not considered in determining the timing of expense recognition. The expense will be recognized on an accelerated basis through 2030. Key assumptions for estimating the performance-based awards fair value at the date of grant included share price on grant date, volatility of the Company’s common stock price, risk free interest rate, and grant term.

Total stock-based compensation recorded as operating expense for the CEO Performance Award was $2.5million for the six-month period ended June 30, 2021. As of June 30, 2021, the Company had approximately $54.9million of total unrecognized stock-based compensation expense remaining under the CEO Performance Award assuming the grantee’s continued employment as CEO of the Company, or in a similar capacity, through 2030.

2012 Stock Award PlansPlan

 

The Company has various stock plans that permit the Company to provide incentives to employees and directors of the Company in the form of equity compensation. In July 2012, the Compensation Committee of the Board of Directors adopted the 2012 Stock Incentive Plan (the “Plan”) which was subsequently approved by the Company’s shareholders. This plan replaced the 2002 Stock Incentive Plan which expired on March 25, 2012.2012.

 

On May 20, 2021, the shareholders approved an amendment to the Plan, which was previously approved and adopted by the Compensation Committee of the Board of Directors of the Company. Under the amendment on May 20, 2021, the number of shares authorized for issuance under the Plan was increased by four million shares. At SeptemberJune 30, 2020,2021, the Company had 2,043,1085,144,178 remaining shares of the Company’s common stock to provide for current and future grants under its various equity plans.

 

At SeptemberJune 30, 2020,2021, the total compensation cost related to options, stock appreciation rights, and non-vested stock granted to employees under the Company’s stock award plans but not yet recognized was approximately $3.65.7 million.million, excluding compensation not yet recognized related to the CEO Performance Award discussed above. This cost will be amortized over a period of up to four years over the underlying estimated service periods and will be adjusted for subsequent changes in actual forfeitures and anticipated vesting periods.

 

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A summary of the option and stock appreciation rights activity for the nine monthsix-month period ended SeptemberJune 30, 20202021 is as follows:

Summary of Option and Stock Appreciation Rights Activity

 

  Number of Options/SARs  Range of Exercise Price  Weighted Average Exercise Price per Share 
Outstanding, December 31, 2019  1,857,599  $0.74-$36.20  $2.22 
Granted  897,250  $3.98-$5.13  $4.52 
Exercised  (124,578) $0.74-$2.15  $1.25 
Forfeited  (157,030) $0.74-$36.20  $5.39 
Outstanding, September 30, 2020  2,473,241  $0.74-$35.20  $2.90 

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  Number of Options/SARs  Range of Exercise Price Weighted Average Exercise Price per Share 
Outstanding, December 31, 2020  2,456,979  $0.74 - $35.20 $2.90 
Granted  829,000  $6.96 - $7.91 $6.97 
Exercised  (270,458) $0.74 - $4.52 $1.97 
Forfeited  (170,480) $0.74 - $35.20 $6.88 
Outstanding, June 30, 2021  2,845,041  $0.74 - $7.91 $3.93 

 

A summary of the restricted stock unit activity for the nine monthsix-month period ended SeptemberJune 30, 20202021 is as follows:

Summary of Restricted Stock Unit Activity

 

  Number of Restricted Stock Units  Weighted Average Grant Date Fair Value per Unit 
Outstanding, December 31, 2019  840,712  $1.28 
Granted  420,000  $4.82 
Vested  (147,739) $2.45 
Forfeited  (250) $0.78 
Outstanding, September 30, 2020  1,112,723  $2.46 

  Number of Restricted Stock Units  Weighted Average Grant Date Fair Value per Unit 
Outstanding, December 31, 2020  1,112,473  $2.46 
Granted  205,000  $5.16 
Vested  (272,500) $2.88 
Forfeited  -   - 
Outstanding, June 30, 2021  1,044,973  $2.88 

 

10.Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including certain cash equivalents. Generally accepted accounting principles for fair value measurement established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (“Level 1”) and the lowest priority to unobservable inputs (“Level 3”). The three levels of the fair value hierarchy are described below:

Level 1:Values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2:Values are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or other model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3:Values are generated from model-based techniques that use significant assumptions not observable in the market.

The following table sets forth the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy. As required by the Fair Value Measurements and Disclosures topic of the Accounting Standards Codification, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Schedule of Assets Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy

  Fair Value Measurement Using 
  Total  

Quoted Prices in

Active Markets

for Identical

Instruments

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
Assets at June 30, 2021:                
Cash invested in money market accounts $1,866,831  $—  $1,866,831  $— 
Total assets at fair value $1,866,831  $—  $1,866,831  $— 
Assets at December 31, 2020:                
Cash invested in money market accounts $1,429,331  $—  $1,429,331  $— 
Total assets at fair value $1,429,331  $—  $1,429,331  $— 

The Company did not have any financial liabilities valued at fair value on a recurring basis as of June 30, 2021 or December 31, 2020.

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Level 1

The Company does not have any financial assets or liabilities classified as Level 1.

Level 2

The Company’s financial assets consist of restricted cash and cash equivalents invested in money market funds in the amount of $1,866,831 and $1,429,331 at June 30, 2021 and December 31, 2020, respectively. These assets are classified as Level 2, as described above, and total interest income recorded for these investments was insignificant during the six months ended June 30, 2021 and year ended December 31, 2020.

Level 3

The Company does not have any financial assets or liabilities classified as Level 3.

11. Product Warranty Provisions

 

The Company’s standard policy is to warrant all capital systems against defects in material or workmanship for one year following installation. The Company’s estimate of costs to service the warranty obligations is based on historical experience and current product performance trends. A regular review of warranty obligations is performed to determine the adequacy of the reserve and adjustments are made to the estimated warranty liability as appropriate.

 

Accrued warranty, which is included in other accrued liabilities, consists of the following:

Schedule of Accrued Warranty

 September 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
Warranty accrual, beginning of the fiscal period $141,697  $149,464  $157,615  $141,697 
Accrual adjustment for product warranty  66,022   56,118   139,831   49,974 
Payments made  (27,672)  (63,885)  (75,240)  (34,056)
Warranty accrual, end of the fiscal period $180,047  $141,697  $222,206  $157,615 

 

11.12. Commitments and Contingencies

 

The Company at times becomes a party to claims in the ordinary course of business. Management believes that the ultimate resolution of pending or threatened proceedings will not have a material effect on the financial position, results of operations or liquidity of the Company.

 

In February 2021, the Company entered into letters of credit to support commitments totaling approximately $1.3 million. The letters of credit are valid through 2022. In April 2021, the Company entered into a letter of credit pursuant to the Lease agreement totaling approximately $1.8 million to be delivered in four equal installments of which the first was delivered in April 2021 totaling approximately $0.4 million. The amount available under this letter of credit will automatically reduce by one fortieth at the end of each month during the lease term.

12.13. Subsequent Events

 

None.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019.2020. Operating results are not necessarily indicative of results that may occur in future periods.

 

This report includes various forward-looking statements that are subject to risks and uncertainties, many of which are beyond our control. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in “Part II - Item 1A. Risk Factors.Factors” included in this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors,” included in our Annual Report on Form 10-K for the year ended December 31, 2020. Forward-looking statements discuss matters that are not historical facts. Forward-looking statements include, but are not limited to, discussions regarding our operating strategy, sales and marketing strategy, regulatory strategy, industry, economic conditions, financial condition, liquidity, capital resources, results of operation,operations, and the impact of the recent coronavirus (“COVID-19”) pandemic and our response to it. Such statements include, but are not limited to, statements preceded by, followed by, or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “can”, “could”, “may”, “would”, or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they are made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

 

Overview

 

Stereotaxis designs, manufactures and markets an advanced robotic magnetic navigation systemssystem for use in a hospital’s interventional surgical suite, to enhanceor “interventional lab”, that we believe revolutionizes the treatment of arrhythmias by enabling enhanced safety, efficiency, and coronary artery disease.efficacy for catheter-based, or interventional, procedures. Our primary products include the Genesis RMN System, the Niobe System, the Odyssey Solution, and related devices. We also offer to our customers the Stereotaxis Imaging Model S x-ray System. We believe that robotic magnetic navigation systems represent a revolutionary technology in the interventional surgical suite, or “interventional lab,” and have the potential to become the standard of care for a broad range of complex cardiology procedures. We also believe that our technology represents an important advance in the ongoing trend toward digital instrumentation in the interventional lab and provides substantial, clinically important improvements, and cost efficiencies over manual interventional methods, which require years of physician training and often result in long and unpredictable procedure times and sub-optimal therapeutic outcomes.

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The Genesis RMN System is the latest generation of the robotic magnetic navigation system. This system isand Niobe Systems are designed to enable physicians to complete more complex interventional procedures by providing image-guided delivery of catheters and guidewires through the blood vessels and chambers of the heart to treatment sites. This is achieved using externally applied magnetic fields that govern the motion of the working tip of the catheter, or guidewire, resulting in improved navigation, efficient procedures, and reduced x-ray exposure. We have received regulatory clearance, licensing and CE Mark approvals necessary for us to market the Genesis RMN System in the U.S. and Europe. The core components of the previous generation robotic magnetic navigation system, the Niobe System, have received regulatory clearance in the U.S., Canada, Europe, China, Japan, and various other countries.

 

In addition to the robotic magnetic navigation systems and their components, Stereotaxis also has developed the Odyssey Solution, which consolidates lab information enabling physicians to focus on the patient for optimal procedure efficiency. The system also features a remote viewing and recording capability called Odyssey Cinema, which is an innovative solution deliveringthat delivers synchronized content for optimized workflow, advanced care, and improved productivity. This tool includes an archiving capability that allows clinicians to store and replay entire procedures or segments of procedures. This information can be accessed from locations throughout the hospital local area network and over the global Odyssey Network providing physicians with a tool for clinical collaboration, remote consultation, and training.

We promote our full suite of products in a typical hospital implementation, subject to regulatory approvals or clearances. This implementation requires a hospital to agree to an upfront capital payment and recurring payments. The upfront capital payment typically includes equipment and installation charges. The recurring payments typically include disposable costs for each procedure, equipment service costs beyond the warranty period, and ongoing software enhancements. In hospitals where our full suite of products has not been implemented, equipment upgrade or expansion can be implemented upon purchasing of the necessary upgrade or expansion.

We have received regulatory clearance, licensing and/or CE Mark approvals necessary for us to market the Genesis RMN System in the U.S. and Europe, and we are in the process of obtaining necessary registrations for extending our markets in other countries. The Niobe System, Odyssey Solution, may be acquiredCardiodrive, and various disposable interventional devices have received regulatory clearance in conjunctionthe U.S., Europe, Canada, China, Japan and various other countries. We have received the regulatory clearance, licensing and/or CE Mark approvals that allow us to market the Vdrive and Vdrive Duo Systems with a robotic magnetic navigation system or on a stand-alone basis for installationthe V-CAS, V-Loop and V-Sono devices in interventional labsthe U.S., Canada and other locations where clinicians often desire the benefits of the Odyssey Solution that we believe can improve clinical workflowsEurope. Stereotaxis Imaging Model S is CE marked and related efficiencies.FDA cleared.

 

We have strategic relationships with technology leaders and innovators in the global interventional market. Through these strategic relationships we provide compatibility between our robotic magnetic navigation system and digital imaging and 3D catheter location sensing technology, as well as disposable interventional devices. The maintenance of these strategic relationships, or the establishment of equivalent alternatives, is critical to our commercialization efforts. There are no guarantees that any existing strategic relationships will continue and efforts are ongoing to ensure the availability of integrated next generation systems and/or equivalent alternatives. We cannot provide assurance as to the timeline of the ongoing availability of such compatible systems or our ability to obtain equivalent alternatives on competitive terms or at all.

 

COVID-19 Pandemic

 

First Quarter of 2020

Prior to the spread of COVID-19, we experienced procedure trends consistent with the fourth quarter of 2019. We also saw strength in new capital orders. Beginning in January 2020, we saw a substantial reduction in robotic procedures in Asia Pacific, especially in China. By the height of the pandemic in that region, weekly procedures decreased to approximately 40% of the average rate experienced in the fourth quarter. As the COVID-19 pandemic subsided in China in March 2020, procedure volume began to recover and, by the end ofDuring the first quarter of 2021, periodic resurgences of COVID-19 and the delayed rollout of vaccines in some geographies continued to impact our procedure volumes. Overall, procedure volumes improved slightly compared to the fourth quarter 2020 weand were seeing weeklyapproximately 5% higher than the first quarter of 2020. While procedures in the Asia Pacific region approach 70% of the fourth quarter average rates. Procedure disruptionhad recovered to pre-pandemic levels, procedures in other geographies was not significant until the middle of March 2020, when the worldwide impact of COVID-19 intensified. By the end of March,remained impacted with total procedures approximately 15% below those seen in the U.S and Europe, which represent the majority of our procedures, declined to approximately 70% of the weekly procedure rate experienced in the fourthfirst quarter of 2019.

 

As the pandemic spread throughout the first quarter of 2020, various local restrictions on travel, mandatory closures, social distancing protocols and shelter-in-place orders negatively impacted our ability to complete installation and service activities, which resulted in declines in system and service revenue in the first quarter.

Our supply-chain also experienced some impact as some suppliers struggled to source sub-components in February when most factories in China were seemingly closed. These issues were mostly alleviated by the end of the first quarter with the opening of the Chinese economy. During the first quarter, we also took proactive actions to reduce the risk that a prolonged future reduction in Chinese manufacturing might have on us.

Second Quarter of 2020

During the early portion of the second quarter, weekly procedures in the United States and Europe continued to decline, reaching approximately 40% of fourth quarter 2019 levels by the middle of April. In May, with the reopening of various regions, procedures in both geographies began to recover and by the end of June, procedures were approximating the level seen before the pandemic. During the second quarter of 2020, weekly2021, as the rollout of vaccines continued in the US and were varied in other geographies, overall procedure rates in Asia Pacific continued to improve, eventually reachingvolumes for the pre-pandemic weekly procedure rate.second quarter 2021 remained fairly consistent with the first quarter of 2021 and were nearly 40% higher than the second quarter of 2020.

 

Third Quarter of 2020

During the third quarter of 2020, weekly procedures continue to recoverWhile travel restrictions and currently approach the levels seen before the pandemic. The recent resurgence of COVID-19supply chain concerns do remain in some areas, may again cause hospitals and patientswe are generally able to conduct normal business activities albeit in some areasa more deliberate manner than prior to again postpone procedures. Given these factors, we cannot reliably estimate the impact to procedure volume in the fourth quarter of 2020 and beyond.pandemic.

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Ongoing

 

WeEven with the rollout of effective vaccines, we do not expect all markets to recover at the same pace, and some markets may continue to experience resurgence in infection rates for many months.pace. The magnitude of the impact that the pandemic will have on our business will likely continue to vary by individual geography based on the extent of the outbreak in each area, the timing of vaccine distribution, specific governmental restrictions and the availability of testing capabilities, personal protective equipment, and hospital facilities, as well as decisions by our vendors, suppliers, customers and, ultimately, patients in response to the pandemic, none of which we are able to currently and accurately predict. While we cannot reliably estimate the depth or length of the impact, we continue to anticipate significant, periodic disruptions to our procedures volumes, service activities and system placements throughout the remainder of 2020 and beyond as COVID-19 infections spread, causing additional strain on hospital resources, combined with recommended deferrals of elective procedures by governments and other authorities.in 2021. In addition, we would expect that additional capital system orders will also experience some delay.

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Capital markets and worldwide economies have also been significantly impacted by the COVID-19 pandemic, and it is possible that it could cause athe outlook for 2021 depends on future developments, including but not limited to: the length and severity of the outbreak (including new strains, which may be more contagious, more severe or less responsive to treatment or vaccines), the effectiveness of containment actions, and the timing of vaccinations and achievement of herd immunity. The impact on local and/or global economiceconomies is uncertain, including ongoing risk of recession. Such economic disruptions, including a recession, could have a material adverse effect on our long-term business as hospitals curtail and reduce capital and overall spending or redirect such spending to treatments related directly to the pandemic. To-date,To date, our manufacturing operations and supply chains have been minimally interrupted, but we cannot guarantee that such will not be interrupted further in the future. If our manufacturing operations or supply chains are interrupted, it may not be possible for us to timely manufacture relevant products at required levels, or at all. A material reduction or interruption to any of our manufacturing processes could have a material adverse effect on our business, operating results, and financial condition. Further, the COVID-19 pandemic and local actions, such as “shelter-in-place” orders and restrictions on our ability to travel and access our customers or temporary closures of our facilities or the facilities of our suppliers and their contract manufacturers, could also significantly impact our sales and our ability to ship our products and supply our customers. Any of these events could negatively impact the number of procedures performed and the number of system placements and have a material adverse effect on our business, financial condition, results of operations, or cash flows.

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. We review our estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe the following accounting policies are critical to the judgments and estimates we use in preparing our financial statements. For a complete listing of our critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended December 31, 2019.2020.

 

Revenue Recognition

 

We generate revenue from the initial capital sales of systems as well as recurring revenue from the sale of our proprietary disposable devices, from royalties paid to the Company on the sale by Biosense Webster of co-developed catheters, and from other recurring revenue including ongoing software updatesenhancements and service contracts.

 

In accordance with Accounting Standards Codification Topic 606 (“ASC 606”), Revenue“Revenue from Contracts with Customers,,” we account for a contract with a customer when there is a legally enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. We record our revenue based on consideration specified in the contract with each customer, net of any taxes collected from customers that are remitted to government authorities.

 

For contracts containing multiple products and services the Company accounts for individual products and services as separate performance obligations if they are distinct, which is if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company recognizes revenues as the performance obligations are satisfied by transferring control of the product or service to a customer.

 

For arrangements with multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, then the Company estimates the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services and market conditions. The Company regularly reviews standalone selling prices and updates these estimates ifas necessary.

 

Systems:

 

Contracts related to the sale of systems typically contain separate obligations for the delivery of system(s), installation and an implied obligation to provide software enhancements if and when available for one year following installation. Revenue is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement. Revenue from the implied obligation to deliver software enhancements if and when available is recognized ratably typically over the first year following installation of the system as the customer receives the right to software updatesenhancements throughout the period and is included in Other Recurring Revenue. The Company’s system contracts generally do not provide a right of return. Systems are generally covered by a one-year assurance type warranty; warranty costs were $0.1 million and less than $0.1 million for the periods presented.six months ended June 30, 2021 and 2020, respectively.

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Disposables:

 

Revenue from sales of disposable products is recognized when control is transferred to the customers, which generally occurs at the time of shipment, but can also occur at the time of delivery depending on the customer arrangement. Disposable products are covered by aan assurance type warranty that provides for the return of defective products. Warranty costs were not material for the periods presented.six months ended June 30, 2021 and 2020.

 

Royalty:

 

The Company is entitled to royalty payments from Biosense Webster, payable quarterly based on net revenues from sales of the co-developed catheters.

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Other Recurring Revenue:

 

Other recurring revenue includes revenue from product maintenance plans, other post warranty maintenance, and the implied obligation to provide software enhancements if and when available for a specified period, typically one year following installation.installation of our systems. Revenue from services and software enhancements is deferred and amortized over the service or update period, which is typically one year. Revenue related to services performed on a time-and-materials basis is recognized when performed.

 

Sublease Revenue:

 

The adoptionA portion of new lease accounting guidance as of January 1, 2019 requiredour principal executive office is subleased to a third party through 2021. In accordance with Accounting Standards Update (ASU) 2016-02, “Leases” (Topic 842), the Company to recordrecords sublease income as revenue beginning in 2019.revenue.

 

The Company invoices its customers based on the billing schedules in its sales arrangements. Contract assets primarily represent the difference between the revenue that was recognized based on the relative selling price of the related performance obligations and the contractual billing terms in the arrangements. Customer deposits primarily relate to future system sales but can also include deposits on disposable sales. Deferred revenue is primarily related to service contracts, for which the service fees are billed up-front, generally quarterly or annually, and for amounts billed in advance for system contracts for which some performance obligations remain outstanding. For service contracts, the associated deferred revenue is generally recognized ratably over the service period. For system contracts, the associated deferred revenue is recognized when the remaining performance obligations are satisfied. See Note 2 for additional detail on deferred revenue. The Company did not have any impairment losses on its contract assets for the periods presented.

 

Assets Recognized from the Costs to Obtain a Contract with a Customer

 

The Company has determined that sales incentive programs for the Company’s sales team meet the requirements to be capitalized as the Company expects to generate future economic benefits from the related revenue generating contracts after the initial capital sales transaction. The costs capitalized as contract acquisition costs included in prepaid expenses and other assets in the Company’s balance sheets were $0.2 million and $0.3 million as of SeptemberJune 30, 20202021 and December 31, 2019.2020, respectively. The Company did not incur any impairment losses during any of the periods presented.

 

Leases

 

On January 1, 2019, theThe Company adoptedaccounts for leases in accordance with ASU No. 2016-02 “Leases”“Leases” (Topic 842) and all subsequent ASUs that modified Topic 842. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company determines if a contract contains a lease at inception. For contracts where the Company is the lessee, operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liability on the Company’s balance sheet. The Company currently does not have any finance leases.

 

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

 

The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s operating leases. Additionally, the Company applies the short-term lease measurement and recognition exemption in which right of use assets and lease liabilities are not recognized for leases less than twelve months.

 

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Cost of Contracts

 

Costs of systems revenue include direct product costs, installation labor and other costs, estimated warranty costs, and initial training and product maintenance costs. These costs are recognized at the time of sale. Costs of disposable revenue include direct product costs and estimated warranty costs and are recognized at the time of sale. Cost of revenue from services and license fees are recognized when incurred. Cost of sublease revenue is recognized on a straight-line basis.

 

Share-Based Compensation

The Company accounts for its grants of stock options, stock appreciation rights, restricted shares, and restricted stock units and for its employee stock purchase plan in accordance with the provisions of general accounting principles for share-based payments. These accounting principles require the determination of the fair value of the share-based compensation at the grant date and the recognition of the related expense over the period in which the share-based compensation vests.

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For time-based awards, the Company utilizes the Black-Scholes valuation model to determine the fair value of stock options and stock appreciation rights at the date of grant. The resulting compensation expense is recognized over the requisite service period, which is generally four years. Restricted shares and units granted to employees are valued at the fair market value at the date of grant. The Company amortizes the fair market value to expense over the service period. If the shares are subject to performance objectives, the resulting compensation expense is amortized over the anticipated vesting period and is subject to adjustment based on the actual achievement of objectives.

For market-based awards, stock-based compensation expense is recognized over the minimum service period regardless of whether or not the market target is probable of being achieved. The fair value of such awards is estimated on the grant date using Monte Carlo simulations.

Shares purchased by employees under the 2009 Employee Stock Purchase Plan are considered to be non-compensatory.

Results of Operations

 

Comparison of the Three Months Ended SeptemberJune 30, 20202021 and 20192020

 

Revenue. Revenue increased from $8.2$5.3 million for the three months ended SeptemberJune 30, 20192020, to $8.7$9.1 million for the three months ended SeptemberJune 30, 2020,2021, an increase of 6%69%. Revenue from the sales of systems increased to $3.0$2.7 million for the three months ended SeptemberJune 30, 20202021 from $1.7less than $0.1 million for the three months ended SeptemberJune 30, 2019, an2020. This increase of 74%, driven byis due to increased system sales volumes in the current year period. Revenue from sales of disposable interventional devices, service, and accessories decreasedincreased to $5.5$6.1 million for the three months ended SeptemberJune 30, 20202021, from $6.3$5.1 million for the three months ended SeptemberJune 30, 2019, a decrease2020, an increase of approximately 12%20%, driven by lower disposable saleshigher procedure volumes as a result ofthe Company recovers from the COVID pandemic and lower service revenue.pandemic. The Company recognized $0.2 million of sublease revenue for both the three monththree-month periods ended SeptemberJune 30, 20202021 and 2019.2020.

 

Cost of Revenue. Cost of revenue increased from $1.8$1.1 million for the three months ended SeptemberJune 30, 20192020, to $4.0$2.5 million for the three months ended SeptemberJune 30, 2020,2021, an increase of approximately 120%132%. As a percentage of our total revenue, overall gross margin decreased to 54%72% for the three months ended SeptemberJune 30, 20202021, from 78%80% for the three months ended SeptemberJune 30, 20192020, primarily due to changes in product mix. Cost of revenue for systems sold increased to $3.0$1.4 million for the three months ended SeptemberJune 30, 2021, from $0.2 million for the three months ended June 30, 2020, driven by increased system sales volumes offset by reductions to excess and obsolete inventory in the current year period. Gross margin for systems was negative $0.1 million for the three months ended June 30, 2020, compared to $1.3 million for the three months ended June 30, 2021. Cost of revenue for disposables, service, and accessories increased to $0.9 million for the three months ended June 30, 2021, from $0.7 million for the three months ended SeptemberJune 30, 2019 driven by increased system sales volumes. Gross margin for systems was $1.0 million for the three months ended September 30, 2019 compared to less than negative $0.1 million for the three months ended September 30, 2020. Gross margin for systems for the three month period ended September 30, 2020, reflect the allocation of overhead expenses and initial installation costs. Gross margin for systems for the three month period ended September 30, 2019, benefited from the reduction of inventory-related charges recorded in prior periods. Cost of revenue for disposables, service, and accessories decreased to $0.7 million for the three months ended September 30, 2020 from $0.9 million for the three months ended September 30, 2019 primarily due to lower expenses incurred under service contractsincreased disposable sales volumes in the current year period. Gross margin for disposables, service, and accessories was 86%, generally consistent with for the priorcurrent year quarter.period compared to 87% for the three months ended June 30, 2020. Cost of sublease revenue was $0.2 million for both the three monththree-month periods ended SeptemberJune 30, 20202021 and 2019.2020.

 

Research and Development Expenses. Research and development expenses increased from $1.8 million for the three months ended September 30, 2019 to $2.0 million for the three months ended SeptemberJune 30, 2020, to $2.7 million for the three months ended June 30, 2021, an increase of approximately 12%37%. This increase was primarily due to higher project spending and measured hiring in the three month period ending September 30, 2020.current year period.

 

Sales and Marketing Expenses. Sales and marketing expenses decreasedincreased from $3.1$2.5 million for the three months ended SeptemberJune 30, 20192020 to $2.8$3.0 million for the three months ended September 30, 2020, a decreaseJune 30. 2021, an increase of approximately 10%20%. This decreaseThe increase was primarily due to reductions in travel.higher sales commissions and travel expenses as normal sales activities resume following the height of the pandemic.

 

General and Administrative Expenses. General and administrative expenses include finance, information systems, legal, and general management. General and administrative expenses remained relatively consistent at approximately $1.5increased from $1.7 million for both the three months ended SeptemberJune 30, 2020, to $4.2 million for the three months ended June 30, 2021, an increase of approximately 150%. This increase was primarily driven by higher stock-based compensation expense for the previously announced CEO Performance Award and 2019.higher professional service fees in the current year period.

 

Interest Income (Expense). Interest expense was less than $0.1 million for the three months ended SeptemberJune 30, 2020 compared to2021, and interest income ofwas less than $0.1 million for the three months ended SeptemberJune 30, 2019.2020.

 

Comparison of the NineSix Months Ended SeptemberJune 30, 20202021 and 20192020

 

Revenue. Revenue decreasedincreased from $22.0$11.1 million for the ninesix months ended SeptemberJune 30, 20192020 to $19.8$17.7 million for the ninesix months ended SeptemberJune 30, 2020, a decrease2021, an increase of approximately 10%59%. Revenue from the salesales of systems increased to $5.3 million for the six months ended June 30, 2021 from $1.8less than $0.1 million to $3.0 million, anfor the six months ended June 30, 2020. This increase of approximately 69%, driven byis due to increased system sales volumes in the current year period. Revenue from sales of disposable interventional devices, service and accessories decreasedincreased to $16.1$11.9 million for the ninesix months ended SeptemberJune 30, 20202021 from $19.5$10.6 million for the ninesix months ended SeptemberJune 30, 2019, a decrease2020, an increase of approximately 18%12%, driven by lowerhigher procedure volumes as a result ofthe Company recovers from the COVID pandemic and to a lesser extent, lower service revenue.pandemic. Sublease revenue was $0.7$0.5 million for both the nine monthsix-month periods ended SeptemberJune 30, 20202021 and 2019.June 30, 2020.

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Cost of Revenue. Cost of revenue increased from $4.4$2.0 million for the ninesix months ended SeptemberJune 30, 20192020 to $6.1$5.1 million for the ninesix months ended SeptemberJune 30, 2020,2021, an increase of approximately 38%152%. As a percentage of our total revenue, overall gross margin decreased to 69%71% for the ninesix months ended SeptemberJune 30, 2021 from 82% for the six months ended June 30, 2020, from 80% for the nine months ended September 30, 2019.primarily due to changes in product mix. Cost of revenue for systems sold increased from $0.7$0.2 million for the ninesix months ended SeptemberJune 30, 20192020 to $3.3$2.8 million for the ninesix months ended SeptemberJune 30, 2020, primarily due to2021, driven by increased system sales volumes offset by reductions to excess and obsolete inventory in the current year period. Gross margin for systems decreasedincreased from $1.0negative $0.2 million for the ninesix months ended SeptemberJune 30, 20192020 to negative $0.3$2.5 million for the ninesix months ended SeptemberJune 30, 2020 due to initial installation costs and changes in production and obsolescence reserves.2021. Cost of revenue for disposables, service, and accessories decreasedincreased to $2.1$1.8 million for the ninesix months ended SeptemberJune 30, 20202021 from $2.9$1.3 million for the ninesix months ended SeptemberJune 30, 2019 driven by decreased2020, primarily due to increased disposable sales volumes and lower expenses incurred under service contracts in the current year period, both as a result of the COVID pandemic. Gross margin for disposables, service and accessories was 87% for the current year period compared to 85% for the nine months ended September 30, 2019, driven by product mix and lowerhigher expenses incurred under service contracts in the current year period. Gross margin for disposables, service and accessories was 85% for the six months ended June 30, 2021 compared to 88% for the six months ended June 30, 2020. Cost of sublease revenue was $0.7$0.5 million for both the nine monthsix-month periods ended SeptemberJune 30, 20202021 and 2019.June 30, 2020.

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Research and Development Expenses. Research and development expenses decreasedincreased from $7.4$4.1 million for the ninesix months ended SeptemberJune 30, 20192020 to $6.0$5.1 million for the ninesix months ended SeptemberJune 30, 2020, a decrease2021, an increase of approximately 18%24%. This decreaseincrease was primarily due to lower Genesis RMNhigher project spending and measured hiring in the nine month period ended September 30, 2020.current year period.

 

Sales and Marketing Expenses. Sales and marketing expenses decreasedincreased from $9.7$5.5 million for the ninesix months ended SeptemberJune 30, 20192020 to $8.3$6.0 million for the ninesix months ended SeptemberJune 30, 2020, a decrease2021, an increase of approximately 14%10%. This decreaseincrease was primarily due to reductionshigher sales commissions as normal sales activities resume following the height of the pandemic and higher non-cash compensation expenses driven by appreciating stock price in travel, commissions, and trade-show related expenses.the current year period.

 

General and Administrative Expenses. General and administrative expenses include finance, information systems, legal, and general management. General and administrative expenses increased to $5.0$6.4 million for the ninesix months ended SeptemberJune 30, 20202021 from $4.2$3.5 million for the ninesix months ended SeptemberJune 30, 2019,2020, an increase of 19%approximately 83%. This increase was primarily due to increased non-cash director compensation driven by higher stock-based compensation expense for the previously announced CEO Performance Award and the appreciating stock appreciationprice as compared towell as higher professional service fees in the prior year.current year period.

 

Interest Income (Expense). Interest incomeexpense was less than $0.1 million for the ninesix months ended SeptemberJune 30, 20202021, and Septemberinterest income was less than $0.1 million for the six months ended June 30, 2019 was approximately $0.1 million.2020.

 

Liquidity and Capital Resources

 

Liquidity refers to the liquid financial assets available to fund our business operations and pay for near-term obligations. These liquid financial assets consist of cash and cash equivalents. We are continuously and critically reviewing our liquidity and anticipated capital requirements in light of the significant uncertainty created by the COVID-19 pandemic.

 

At SeptemberJune 30, 20202021 we had $43.6$44.2 million of cash and equivalents.cash equivalents, inclusive of restricted cash and the compensating cash arrangement. We had working capital of $40.4$41.8 million as of SeptemberJune 30, 20202021, compared to $26.7$39.1 million as of December 31, 2019. The increase in working capital was primarily driven by net proceeds received from the May 2020 Securities Purchase Agreement partially offset by net losses incurred during the first nine months of 2020.

 

The following table summarizes our cash flow by operating, investing and financing activities for the ninesix months ended SeptemberJune 30, 20202021 and 20192020 (in thousands):

 

 Nine Months Ended September 30,  Six Months Ended June 30, 
 2020  2019  2021  2020 
Cash flow used in operating activities $(3,820) $(2,702) $(271) $(3,337)
Cash flow used in investing activities  (71)  (16)  (150)  (71)
Cash flow provided by financing activities  17,304   23,572   402   17,232 

 

Net cash used in operating activities. We used approximately $3.8$0.3 million and $2.7$3.3 million of cash for operating activities during the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively. The increasedecrease in cash used in operating activities was driven by the decrease in operating loss and increaseddecreased use of working capital primarily forin the building of inventory.current year period.

 

Net cash used in investing activities. We used less than $0.2 million and less than $0.1 million of cash during the ninesix months ended SeptemberJune 30, 2021 and 2020, respectively, for the purchase of equipment and 2019 for purchases of equipment.design costs associated with our new facility.

 

Net cash provided by financing activities. We generated $17.3$0.4 million and $17.2 million of cash forduring the nine month periodsix months ended SeptemberJune 30, 2021 and 2020, compared to $23.6 million generated for the nine month period ended September 30, 2019.respectively. The cash generated in the nine monthcurrent year period ended September 30, 2020 was primarilydriven by the proceeds from issuance of stock, net of issuance costs. The cash generated in the prior year period was driven by the net proceeds of $15.0 million received from the May 2020 Securities Purchase Agreement and $2.2 million of net proceeds received from the Paycheck Protection Program loan. The cash generated in the nine month period ended September 30, 2019 was driven by the net proceeds from the August 2019 Securities Purchase Agreement.

 

Capital Resources

 

As of SeptemberJune 30, 2020, our borrowing facilities were comprised of2021, the Paycheck Protection Program debt as discussed in the following section.Company did not have any debt.

 

Revolving Line of Credit

 

The Company had a working capital line of credit with its primary lender, Silicon Valley Bank that matured on June 30, 2020.2020 and was not renewed.

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Paycheck Protection Program

 

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. Among the provisions contained in the CARES Act iswas the creation of the Paycheck Protection Program that provides for Small Business Administration (“SBA”) Section 7(a) loans for qualified small businesses. TheIn general, the loan cancould be forgiven as long as the funds arewere used for payroll related expenses as well as rent and utilities paid during the twenty fourtwenty-four week period from the date of the loan and as long as certain headcount and salary/wage levels arewere maintained. On April 10, 2020, the Company was informed by its lender, Midwest BankCentre (the “Bank”), that the Bank received approval from the SBA to fund the Company’s request for a loan under the SBA’s Paycheck Protection Program (“PPP Loan”). Per the terms of the PPP Loan, the Company received total proceeds of $2,158,310approximately $2.2 million from the Bank on April 20, 2020. In accordance with the loan forgiveness requirements of the CARES Act, the Company used the full proceeds from the PPP Loan primarily for payroll costs, rent and utilities. In March 2021, the Company applied for loan forgiveness and in June 2021 full loan forgiveness was granted by the SBA. The Company anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, the Company would be required to repay that portion beginning in August 2021 withrecognized a final installment in April 2022. Interest would be assessed on the amountnet gain from debt extinguishment of the loan not forgiven at a rate of 1% per annum beginning on the date of the loan, April 20, 2020.approximately $2.2 million.

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Common Stock

 

The holders of common stock are entitled to one vote for each share held and to receive dividends whenever funds are legally available and when declared by the Board of Directors subject to the rights of holders of all classes of stock having priority rights as dividends. No dividends have been declared or paid as of SeptemberJune 30, 2020.2021.

 

2020 Equity Financing

 

On May 25, 2020, the Company entered into a Securities Purchase Agreement with certain accredited investors, whereby it, in a direct registered offering, agreed to issue and sell to the investors an aggregate of 3,658,537 shares of the Company’s common stock, $0.001 par value per share, at a price of $4.10 per share. The Company received net proceeds of approximately $15.0 million, after offering expenses.

 

2019 Equity Financing and Series B Convertible Preferred Stock

 

As disclosed in Note 9, on August 7, 2019, the Company entered into a Securities Purchase Agreement with certain institutional and other accredited investors, whereby it, in aas part of the private placement, agreed to issue and sell to the investors an aggregate of 6,585,000 shares of the Company’s common stock, $0.001 par value per share, at a price of $2.05 per share and 5,610,121 shares of the Company’s Series B Convertible Preferred Stock, $0.001 par value per share which are convertible into shares of the Company’s Common Stock, at a price of $2.05 per share. The Series B Preferred Stock, which is a Common Stockcommon stock equivalent but non-voting and with a blocker on conversion if the holder would exceed a specified threshold of voting security ownership, is convertible into Common Stockcommon stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like as provided in the Purchase Agreement. The Series B Convertible Preferred Stock is reported in the stockholders’ equity section of the balance sheet. The Company received net proceeds of approximately $23.1 million, after offering expenses.

 

Series A Convertible Preferred Stock and Warrants

 

In September 2016, the Company issued (i) 24,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (the “Series A Preferred Stock”), which are convertible into shares of the Company’s common stock at an initial conversion rate of $0.65 per share, subject to adjustment for events such as stock splits, combinations and the like as provided in the certificate of designations covering such Series A Preferred Stock, and (ii) warrants to purchase an aggregate of 36,923,078 shares of common stock. The convertible preferred shares of Series A Preferred Stock are entitled to vote on an as-converted basis with the common stock, subject to specified beneficial ownership issuance limitations. The convertible preferred sharesSeries A Preferred Stock bear dividends at a rate of six percent (6%) per annum, which are cumulative and accrue daily from the date of issuance on the $1,000 stated value. Such dividends will not be paid in cash except in connection with any liquidation, dissolution or winding up of the Company or any redemption of the convertible preferred shares.Series A Preferred Stock. Each holder of convertible preferred shares has the right to require us to redeem such holder’s convertible preferred shares of Series A Preferred Stock upon the occurrence of specified events, which include certain business combinations, the sale of all or substantially all of the Company’s assets, or the sale of more than 50% of the outstanding shares of the Company’s common stock. In addition, the Company has the right to redeem the convertible preferred sharesSeries A Preferred Stock in the event of a defined change of control. The convertible preferred shares rankSeries A Preferred Stock ranks senior to our common stock as to distributions and payments upon the liquidation, dissolution, and winding up of the Company. Since the convertible preferred sharesSeries A Preferred Stock are subject to conditions for redemption that are outside the Company’s control, the convertible preferred sharesSeries A Preferred Stock are presently reported in the mezzanine section of the balance sheet.

 

The warrants issued in conjunction with the convertible preferred stockSeries A Preferred Stock (the “SPA Warrants”) have an exercise price equal toof $0.70 per share subject to adjustments for events such as stock splits, combinations, and the like as provided under the terms of the warrants. The warrants are exercisable through September 29, 2021, subject to specified beneficial ownership issuance limitations.limitations

 

Off-Balance Sheet Arrangements

 

We do not currently have, nor have we ever had, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. As a result, we are not materially exposed to any financing, liquidity, market, or credit risk that could have arisen if we had engaged in these relationships.

 

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ITEM 3. [RESERVED]

 

None.

 

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

 

Changes In Internal Control Over Financial Reporting: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on that evaluation, there has been no such change during the period covered by this report.

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We areThe Company is involved from time to time in various lawsuits and claims arising in the normal course of business. Although the outcomes of these lawsuits and claims are uncertain, we dothe Company does not believe any of them will have a material adverse effect on ourits business, financial condition or results of operations.

On April 29, 2021, a putative class action complaint was filed in Delaware Chancery Court by Richard Barre, a purported shareholder. The defendants were the Company and its current directors. The complaint alleged breaches of fiduciary duty against the defendants based on alleged disclosure deficiencies in the definitive proxy statement (the “Proxy Statement”) filed by the Company on April 9, 2021 relative to the vote at the Company’s 2021 Annual Meeting of Stockholders that was to be held on May 20, 2021 (the “2021 Stockholder Meeting”) seeking stockholder approval of issuance of shares under the Performance Share Unit Award (the “CEO Performance Award”) granted to David L. Fischel, the Company’s chief executive officer. The complaint sought various remedies, including a preliminary injunction seeking to enjoin the vote at the 2021 Stockholder Meeting to approve the issuance of shares for the CEO Performance Award. Following discussions with the plaintiff’s counsel and the Delaware Chancery Court, the parties agreed to an expedited discovery and briefing schedule, with the Chancery Court scheduled to hear arguments on the plaintiff’s motion for a preliminary injunction on May 18, 2021.

Although the Company believed that the claims were wholly without merit and that no further disclosure was required to supplement the Proxy Statement under applicable law, the Company filed a supplement to the Proxy Statement on May 10, 2021 addressing the alleged disclosure claims in order to eliminate the burden, expense, and uncertainties inherent in such litigation, and without admitting any liability or wrongdoing. On May 12, 2021, the plaintiff withdrew the motion for a preliminary injunction and voluntarily dismissed the motion, reserving the right to apply for an award of attorneys’ fees and reimbursement of expenses. The court approved the motion to dismiss on May 21, 2021.

 

ITEM 1A. RISK FACTORS

 

The following risk factor is provided to update the risk factors previously disclosed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2020.

 

The COVID-19 pandemic has significantly impacted worldwide economic conditions and could have a material adverse effect on our business, operating results, and financial condition.Risks Related to the February 2021 CEO Performance Stock Unit Grant

 

The novel coronavirus COVID-19 (“COVID-19”) pandemic has resulted, and is likely to continue to result, inWe will incur significant disruptions toadditional stock-based compensation expense over the economy, as well as business and capital markets around the world. The full extentterm of the impactCEO Performance Award regardless of whether or not any of the COVID-19 pandemic on our business, results of operations and financial condition will depend on numerous evolving factors that we may not be able to accurately predict.milestones are achieved.

As a resultdescribed in Note 9 of the COVID-19 outbreak, we have experienced business disruptions, including travel restrictions on us and our third-party distributors, which have negatively affected our complex sales, marketing, installation, distribution and service network relating to our products and services. The COVID-19 pandemic may continue to negatively affect demand for our both our systems and our disposable products by limiting the ability of our sales personnel to maintain their customary contacts with customers as governmental authorities institute prolonged quarantines, travel restrictions, and shelter-in-place orders, or as our customers impose limitations on contacts and in-person meetings that go beyond those imposed by governmental authorities.

In addition, many of our hospital customers, for whom the purchase of our system involves a significant capital purchase which may be part of a larger construction project at the customer site (typically the construction of a new building), may themselves be under economic pressures. This may cause delays or cancellations of current purchase orders and other commitments, and may exacerbate the long and variable sales and installation cycles for our robotic systems products. We may also experience significant reductions in demand for our disposable products as our healthcare customers (physicians and hospitals) continue to re-prioritize the treatment of patients and divert resources away from non-coronavirus areas, which we anticipate will leadaccompanying notes to the performanceconsolidated financial statements in Part I, Item 1 of fewer proceduresthis Form 10-Q, on February 23, 2021, the Company`s Board of Directors, upon recommendation of the Compensation Committee, approved the grant of the Performance Share Unit Award (“CEO Performance Award”) pursuant to the CEO Performance Share Unit Award Agreement (the “PSU Agreement”), to David L. Fischel, the Company’s Chief Executive Officer. Under the terms of the PSU Agreement, we will incur significant additional stock-based compensation expense over the term of the award regardless of whether or not any of the milestones are achieved as the probability of meeting the ten market capitalization milestones is not considered in which our disposable products are used. In addition, patients may consider foregoing or deferring procedures utilizing our products, even if physicians and hospitals are willing to perform them, which could also reduce demanddetermining the timing of expense recognition. The expense will be recognized on an accelerated basis through 2030. Total stock-based compensation recorded as operating expense for and sales of, our disposable products.

the CEO Performance Award was $2.5 million for the six months ended June 30, 2021. As of June 30, 2021, the dateCompany had approximately $54.9 million of total unrecognized stock-based compensation expense remaining under the filingCEO Performance Award if Mr. Fischel continues to serve as CEO, or in a similar capacity, through 2030. This additional stock-based compensation expense, incurred regardless of this Quarterly Report on Form 10-Q, we believe our manufacturing operations and supply chains have been minimally interrupted, but we cannot guarantee that they willwhether or not be interrupted more severely inany milestones are achieved, increases the future. If our manufacturing operations or supply chains are materially interrupted, it may not be possibledifficulty for usthe Company to timely manufacture relevant products at required levels, or at all. A material reduction or interruption to any of our manufacturing processes would haveachieve a material adverse effect on our business, operating results, and financial condition.

As governmental authorities around the world continue to institute prolonged mandatory closures, social distancing protocols and shelter-in-place orders, orprofitable position as private parties on whom we rely to operate our business put in place their own protocols that go beyond those institutedmeasured by relevant governmental authorities, our ability to adequately staff and maintain our operations or further our product development could be negatively impacted.

Any continued or future disruption to the capital markets could negatively impact our ability to raise capital. If the capital markets are disrupted for an extended period of time and we need to raise additional capital, such capital may not be available on acceptable terms, or at all. Disruptions to the capital markets and other financing sources could also negatively impact our hospital customers’ ability to raise capital or otherwise obtain financing to fund their operations and capital projects. Such could result in delayed spending on current projects, a longer sales cycle for new projects where a large capital commitment is required, and decreased demand for our disposable products as well as an increased risk of customer defaults or delays in payments for our systems installations, and for service contracts and our disposable products.generally accepted accounting principles.

 

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Our stockholders may experience substantial dilution upon payout of shares under the CEO Performance Award.

If Mr. Fischel achieves all the milestones specified in the CEO Performance Award, by increasing the Company’s market capitalization to $5.5 billion for the specified period, he will receive 13,000,000 shares of common stock subject to the vesting requirements in the agreement. If (i) all 13,000,000 shares of common stock subject to the PSU Agreement were to become fully vested, outstanding and held by Mr. Fischel; (ii) all other shares of common stock and stock units held by Mr. Fischel were fully vested and were outstanding; (iii) estimated dilution as a result of potential exercises or conversions from existing grants to employees and non-employee directors and the outstanding convertible warrants and preferred stock were to be considered; and (iv) there were no other dilutive events of any kind, Mr. Fischel would beneficially own approximately 10% of the outstanding shares of Stereotaxis common stock after the dilutive events described above and without considering the impact of any other potential future dilutive events or the potential sale of stock required to pay taxes upon the vesting of the restricted stock units.

Certain provisions in the PSU Agreement may discourage a change in control of the Company even if such a transaction would otherwise be beneficial to our stockholders.

Under the terms of the CEO Performance Award, in the event of a change in control of the Company, the market capitalization formula will be modified to equal the total amount of consideration paid to all equity holders of the Company, with the number of shares to be issued pursuant to the CEO Performance Grant giving effect to such valuation. For all valuations above $1.0 billion in connection with a change in control, partial credit for the next following tranche shall be allocated pro rata based on the market capitalization in such change in control. Any vested shares upon such a change in control will vest and be paid at the time of the consummation of the change in control, and the service component of the CEO Performance Award will otherwise be disregarded. These terms may discourage potential business partners from pursuing a merger or acquisition, even if the merger or acquisition would be viewed favorably by, or be beneficial to, our other stockholders.

We are highly dependent on the services of Mr. Fischel, and our compensation package, including the CEO Performance Award, may fail to retain him.

Since assuming the role of CEO in February 2017, Mr. Fischel has revitalized the Company’s commercial capabilities, strengthened its financial position, and led the development of a robust innovation strategy, and stockholders have benefited substantially, with Stereotaxis’ stock appreciating approximately 10-fold. However, between February 2017 and December 2020, Mr. Fischel served as CEO without drawing a salary or any other form of cash or equity compensation for his work as CEO, and currently his only compensation is an annual salary of $60,000, which is substantially below market. While the Board believes that the CEO Performance Award provides substantial future benefit to all its stockholders and incentivizes Mr. Fischel to serve as CEO for the long term, there is no assurance that Mr. Fischel will continue as CEO.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. [RESERVED]

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

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ITEM 6. EXHIBITS

 

Number Description
   
3.1 Restated Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q (File No. 000-50884) for the fiscal quarter ended September 30, 2004.
   
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 000-50884) filed on July 10, 2012.
   
3.3 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36159) filed on September 30, 2016.
   
3.4 Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36159) filed on August 8, 2019.
   
3.5 

Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Form 10-Q (File No. 000-50884) for the fiscal quarter ended September 30, 2004.

   
10.1 Securities Purchase Agreement between the CompanyAmended and the Investors, dated as of May 25, 2020 incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36159)Restated Stereotaxis, Inc. 2012 Stock Incentive Plan, effective February 11, 2021, filed on May 25, 2020.herewith.
   
31.1 Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).
   
31.2 Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).
   
32.1 Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).
   
32.2 Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).
   
101.INS XBRL Instance Document.
   
101.SCH XBRL Taxonomy Extension Schema Document.
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

 

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STEREOTAXIS, INC.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 STEREOTAXIS, INC. (Registrant)
   
Date: November 9, 2020August 12, 2021By:/s/ David L. Fischel
  

David L. Fischel

Chief Executive Officer

   
Date: November 9, 2020August 12, 2021By:/s/ Kimberly R. Peery
  

Kimberly R. Peery

Chief Financial Officer

 

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