Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Xtant Medical Holdings, Inc. | |
Entity Central Index Key | 0001453593 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,223,565 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 3,239 | $ 5,237 |
Trade accounts receivable, net of allowance for credit losses of $668 and doubtful accounts of $500, respectively | 9,743 | 10,124 |
Inventories | 18,044 | 16,101 |
Prepaid and other current assets | 1,084 | 784 |
Total current assets | 32,110 | 32,246 |
Property and equipment, net | 4,303 | 4,695 |
Right-of-use asset, net | 1,999 | 2,100 |
Goodwill | 3,205 | 3,205 |
Intangible assets, net | 500 | 515 |
Other assets | 434 | 394 |
Total Assets | 42,551 | 43,155 |
Current Liabilities: | ||
Accounts payable | 3,609 | 2,188 |
Accrued liabilities | 5,910 | 6,625 |
Warrant derivative liability | 1 | 7 |
Current portion of lease liability | 401 | 394 |
Current portion of financing lease obligations | 138 | 176 |
Total current liabilities | 10,059 | 9,390 |
Long-term Liabilities: | ||
Lease liability, less current portion | 1,623 | 1,726 |
Long-term debt, less issuance costs | 77,345 | 76,244 |
Total Liabilities | 89,027 | 87,360 |
Commitments and Contingencies (note 11) | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.000001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.000001 par value; 75,000,000 shares authorized; 13,223,565 shares issued and outstanding as of March 31, 2020 and 13,161,762 shares issued and outstanding as of December 31, 2019 | ||
Additional paid-in capital | 179,330 | 179,061 |
Accumulated deficit | (225,806) | (223,266) |
Total Stockholders' Equity (Deficit) | (46,476) | (44,205) |
Total Liabilities & Stockholders' Equity (Deficit) | $ 42,551 | $ 43,155 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 668 | $ 500 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 13,223,565 | 13,161,762 |
Common Stock, shares outstanding | 13,223,565 | 13,161,762 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Orthopedic product sales | $ 14,735 | $ 16,686 |
Other revenue | 43 | 40 |
Total Revenue | 14,778 | 16,726 |
Cost of sales | 5,165 | 5,913 |
Gross Profit | 9,613 | 10,813 |
Operating Expenses | ||
General and administrative | 4,319 | 4,477 |
Sales and marketing | 6,413 | 6,742 |
Research and development | 245 | 262 |
Total Operating Expenses | 10,977 | 11,481 |
Loss from Operations | (1,364) | (668) |
Other (Expense) Income | ||
Interest expense | (1,108) | (2,018) |
Change in warrant derivative liability | 6 | (15) |
Other (expense) income | (5) | (75) |
Total Other (Expense) | (1,107) | (2,108) |
Net Loss Before Provision for Income Taxes | (2,471) | (2,776) |
Provision for income taxes | (22) | (23) |
Net Loss | $ (2,493) | $ (2,799) |
Net loss per share: | ||
Basic | $ (0.19) | $ (0.21) |
Dilutive | $ (0.19) | $ (0.21) |
Shares used in the computation: | ||
Basic | 13,175,345 | 13,170,721 |
Dilutive | 13,175,345 | 13,170,721 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2018 | $ 171,273 | $ (215,045) | $ (43,772) | |
Beginning Balance, Shares at Dec. 31, 2018 | 13,172,179 | |||
Stock-based compensation | 122 | 122 | ||
Forfeiture of restricted stock | ||||
Forfeiture of restricted stock, shares | (10,417) | |||
Debt extinguishment | 7,264 | 7,264 | ||
Issuance of warrant | 9 | 9 | ||
Net loss | (2,799) | (2,799) | ||
Ending Balance at Mar. 31, 2019 | 178,668 | (217,844) | (39,176) | |
Ending Balance, Shares at Mar. 31, 2019 | 13,161,762 | |||
Beginning Balance at Dec. 31, 2019 | 179,061 | (223,266) | (44,205) | |
Beginning Balance, Shares at Dec. 31, 2019 | 13,161,762 | |||
Stock-based compensation | 269 | 269 | ||
ASU 2016-13 cumulative effect adjustment | (47) | (47) | ||
Common stock issued on vesting of restricted stock units | ||||
Common stock issued on vesting of restricted stock units, shares | 61,803 | |||
Net loss | (2,493) | (2,493) | ||
Ending Balance at Mar. 31, 2020 | $ 179,330 | $ (225,806) | $ (46,476) | |
Ending Balance, Shares at Mar. 31, 2020 | 13,223,565 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net loss | $ (2,493) | $ (2,799) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 685 | 776 |
(Gain) loss on disposal of fixed assets | (105) | 116 |
Non-cash interest | 1,101 | 1,991 |
Non-cash rent | 4 | |
Stock-based compensation | 269 | 122 |
Provision for reserve on accounts receivable | 138 | 94 |
Provision for excess and obsolete inventory | 31 | 153 |
Change in warrant derivative liability | (6) | 15 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 195 | 403 |
Inventories | (1,974) | 623 |
Prepaid and other assets | (340) | 146 |
Accounts payable | 1,421 | (429) |
Accrued liabilities | (715) | (721) |
Net cash (used in) provided by operating activities | (1,789) | 490 |
Investing activities: | ||
Purchases of property and equipment and intangible assets | (258) | (137) |
Proceeds from sale of fixed assets | 83 | 51 |
Net cash used in investing activities | (175) | (86) |
Financing activities: | ||
Payments on financing leases | (34) | (104) |
Net cash used in financing activities | (34) | (104) |
Net change in cash and cash equivalents | (1,998) | 300 |
Cash and cash equivalents at beginning of period | 5,237 | 6,797 |
Cash and cash equivalents at end of period | $ 3,239 | $ 7,097 |
Business Description, Basis of
Business Description, Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Description, Basis of Presentation and Summary of Significant Accounting Policies | (1) Business Description, Basis of Presentation and Summary of Significant Accounting Policies Business Description and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Xtant Medical Holdings, Inc. (“Xtant”), a Delaware corporation, and its wholly owned subsidiaries, Xtant Medical, Inc. (“Xtant Medical”), a Delaware corporation, Bacterin International, Inc. (“Bacterin”), a Nevada corporation, and X-spine Systems, Inc. (“X-spine”), an Ohio corporation (Xtant, Xtant Medical, Bacterin, and X-spine are jointly referred to herein as the “Company” or sometimes “we”, “our,” or “us”). All intercompany balances and transactions have been eliminated in consolidation. Xtant is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics and spinal implant systems to facilitate spinal fusion in complex spine, deformity, and degenerative procedures. The accompanying condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual consolidated financial statements, but in the opinion of management include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results that may be achieved in the future for the full year ending December 31, 2020. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, which are included in Xtant’s Annual Report on Form 10-K for the year ended December 31, 2019. The accounting policies set forth in those annual consolidated financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated financial statements, except as modified for appropriate interim consolidated financial statement presentation. Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment, goodwill and intangible assets and liabilities, valuation allowances for trade receivables, inventory and deferred income tax assets and liabilities, current and long-term right-of-use asset, evaluation of ability to continue as a going concern and estimates for the fair value of long-term debt, stock options and other equity awards upon which the Company determines stock-based compensation expense. Actual results could differ from those estimates. Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to estimated undiscounted future cash flows in its assessment of whether or not long-lived assets are recoverable. As a result of the revenue decline related to the current global novel strain of coronavirus, or COVID-19 pandemic, the Company evaluated whether the carrying values of the long-lived assets were recoverable. Based on these evaluations, the Company determined that the long-lived assets were still recoverable. No impairments of long-lived assets were recorded for the three months ended March 31, 2020 and 2019. Goodwill Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized. Instead, they are tested for impairment at least annually, and whenever events or circumstances indicate, the carrying amount of the asset may not be recoverable. As a result of the current COVID-19 pandemic and its impact on the Company’s projected cash flows, the Company tested goodwill for impairment at the end of the first quarter of 2020. No impairments of goodwill were recorded for the three months ended March 31, 2020 and 2019. Net Loss Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net income (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the three months ended March 31, 2020 and 2019, as shares issuable upon the exercise of stock options and warrants were anti-dilutive as a result of the net losses incurred for those periods. Dilutive earnings per share are not reported, as the effects of including 4,363,089 and 1,912,567 outstanding stock options, restricted stock units and warrants for the three months ended March 31, 2020 and 2019, respectively, are anti-dilutive. Fair Value of Financial Instruments As of March 31, 2020 and December 31, 2019, the fair value of the Company’s warrant derivative liability was not material. The valuation technique used to measure fair value of the warrant liability is based on a lattice valuation model and significant assumptions and inputs determined by us. The carrying values of financial instruments, including trade accounts receivable, accounts payable, accrued liabilities, and long-term debt, approximate their fair values based on terms and related interest rates as of March 31, 2020 and December 31, 2019. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (2) Revenue In the United States, we generate most of our revenue from independent commissioned sales agents. We consign our orthobiologics products to hospitals and consign or loan our spinal implant sets to the independent sales agents. The spinal implant sets typically contain the instruments, disposables, and spinal implants required to complete a surgery. Consigned sets are managed by the sales agent to service hospitals that are high volume users for multiple procedures. We ship replacement inventory to independent sales agents to replace the consigned inventory used in surgeries. Loaned sets are returned to the Company’s distribution center, replenished, and made available to sales agents for the next surgical procedure. For each surgical procedure, the sales agent reports use of the product by the hospital and, as soon as practicable thereafter, ensures that the hospital provides a purchase order to the Company. Upon receipt of the hospital purchase order, the Company invoices the hospital, and revenue is recognized in the proper period. Additionally, the Company sells product directly to domestic and international stocking resellers and private label resellers. Upon receipt and acceptance of a purchase order from a stocking reseller, the Company ships product and invoices the reseller. The Company recognizes revenue control of the promised goods is transferred to the customer, in an amount that reflects the consideration we expect to collect in exchange for those goods or services The Company operates in one reportable segment with our net revenue derived primarily from the sale of orthobiologics and spinal implant products across North America, Europe, Asia Pacific, and Latin America. Sales are reported net of returns. The following table presents revenues from these product lines for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Percentage of Three Months Percentage of March 31, 2020 Total Revenue March 31, 2019 Total Revenue Orthobiologics $ 10,755 73 % $ 12,058 72 % Spinal implant 3,980 27 % 4,628 28 % Other revenue 43 0 % 40 0 % Total revenue $ 14,778 100 % $ 16,726 100 % |
Receivables
Receivables | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
Receivables | (3) Receivables Concurrent with the adoption of ASU 2016-13, the Company’s allowance for doubtful accounts was expanded to include provision for current expected credit loss (“CECL”). The Company’s provision for CECL is determined based on historical collection experience adjusted for current economic conditions affecting collectability. Actual customer collections could differ from estimates. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions to the allowance for credit losses are charged to expense. Activity within the allowance for credit losses was as follows for the three months ended March 31, 2020 (in thousands): Balance at January 1, 2020 $ 547 Provision for expected credit losses 138 Write-offs charged against allowance (17 ) Balance at March 31, 2020 $ 668 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | (4) Inventories Inventories consist of the following (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 4,022 $ 3,805 Work in process 2,853 1,603 Finished goods 22,423 22,135 Gross inventories 29,298 27,543 Reserve for obsolescence (11,254 ) (11,442 ) Total $ 18,044 $ 16,101 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | (5) Property and Equipment, Net Property and equipment, net are as follows (in thousands): March 31, 2020 December 31, 2019 Equipment $ 4,361 $ 4,250 Computer equipment 476 455 Computer software 570 570 Furniture and fixtures 133 124 Leasehold improvements 3,980 3,980 Vehicles 10 10 Surgical instruments 10,960 10,897 Total cost 20,490 20,286 Less: accumulated depreciation (16,187 ) (15,591 ) Property and equipment, net $ 4,303 $ 4,695 Depreciation expense related to property and equipment, including property under capital lease, for the first three months of 2020 and 2019 was $0.7 million and $0.8 million, respectively. The Company leases certain equipment under finance leases. For financial reporting purposes, minimum lease payments relating to the assets have been capitalized. As of March 31, 2020, the Company has recorded $1.4 million of gross assets in equipment and $1.0 million of accumulated depreciation. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (6) Intangible Assets The following table sets forth information regarding intangible assets (in thousands): March 31, 2020 December 31, 2019 Patents $ 847 $ 847 Accumulated amortization (347 ) (332 ) Intangible assets, net $ 500 $ 515 The following is a summary of estimated future amortization expense for intangible assets as of March 31, 2020 (in thousands): Remainder of 2020 $ 42 2021 55 2022 54 2023 53 2024 52 Thereafter 244 Total $ 500 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | (7) Accrued Liabilities Accrued liabilities consist of the following (in thousands): March 31, 2020 December 31, 2019 Wages/commissions payable $ 2,313 $ 3,902 Other accrued liabilities 3,597 2,723 Accrued liabilities $ 5,910 $ 6,625 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | (8) Debt The Company has a credit facility with OrbiMed Royalty Opportunities II, LP (“Royalty Opportunities”) and ROS Acquisition Offshore LP (“ROS” and together with Royalty Opportunities the “Lenders”) (the “Second Amended and Restated Credit Agreement”). As of March 31, 2020, the Company had availability for additional delayed draw loan advances of $2.2 million, subject to Lenders’ discretion. In addition, the Company may request additional term loans from the Lenders in an aggregate amount up to $10.0 million, subject to Lenders’ discretion. Beginning April 1, 2020 through the maturity date of the Second Amended and Restated Credit Agreement, interest payable in cash will accrue on the Loans under the Credit Agreement at a rate per annum equal to the sum of (a) 10.00% plus (b) the higher of (x) the LIBO Rate (as such term is defined in the Second Amended and Restated Credit Agreement) and (y) 2.3125%. Long-term debt consists of the following (in thousands): March 31, 2020 December 31, 2019 Amounts due under the Second Amended and Restated Credit Agreement $ 72,657 $ 72,657 PIK interest payable related to Second Amended and Restated Credit Agreement 4,229 3,280 Plus: 2% exit fee on prior credit agreement 533 399 Gross long-term debt 77,419 76,336 Less: total debt issuance costs on Credit Agreements (74 ) (92 ) Long-term debt, less issuance costs $ 77,345 $ 76,244 Amounts due under the Second Amended and Restated Credit Agreement were scheduled to mature on March 31, 2021 and become payable at that time. On May 6, 2020, the Company, entered into a First Amendment to the Second Amended and Restated Credit Agreement with the Lenders, which among other things, provided that: ● No interest will accrue on the outstanding loans under the Second Amended and Restated Credit Agreement (the “Loans”) from and after March 31, 2020 until September 30, 2020; ● Beginning October 1, 2020 through the maturity date of the Second A&R Credit Agreement, interest payable in cash will accrue on the Loans under the Second A&R Credit Agreement at a rate per annum equal to the sum of (i) 10.00% plus (ii) the higher of (x) the LIBO Rate (as such term is defined in the Second A&R Credit Agreement) and (y) 2.3125%; ● The maturity date of the Loans is December 31, 2021; ● The Revenue Base financial covenant was revised through December 31, 2021; and ● The key person event default provision was revised to refer specifically to Sean Browne in lieu of Ron Berlin. On May 6, 2020 Xtant issued warrants to purchase an aggregate of 2,400,000 shares of Company common stock to the Lenders, with an exercise price of $0.01 per share and an expiration date of May 6, 2030 (collectively, the “2020 Warrants”). The issuance of the 2020 Warrants was a condition to the effectiveness of the First Amendment. The number of shares of Company common stock issuable upon exercise of the 2020 Warrants are subject to standard and customary anti-dilution provisions for stock splits, stock dividends or similar transactions. The Lenders, which collectively own approximately 70% of the Company’s outstanding common stock, and beneficially own, with their warrants, approximately 75% of the Company’s common stock, are the sole holders of the Company’s outstanding long-term debt. In addition, as described in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 5, 2020, the Company is a party to an Investor Rights Agreement and Registration Rights Agreement with the Lenders in addition to the Second Amended and Restated Credit Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | (9) Stock-Based Compensation Stock option activity, including options granted under the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan, as amended (the “2018 Plan”), and the Amended and Restated Xtant Medical Equity Incentive Plan and options granted to new hires to purchase shares of our common stock outside of any stockholder-approved plan , was as follows: 2020 2019 Shares Weighted Weighted Shares Weighted Weighted Outstanding at January 1 602,966 $ 6.07 $ 3.99 496,958 $ 9.90 $ 6.62 Granted - $ - $ - 100,000 $ 2.24 $ 1.95 Cancelled or expired (76,299 ) $ 4.18 $ 2.96 (395,000 ) $ 4.71 $ 3.69 Outstanding at March 31 526,667 $ 6.34 $ 4.14 201,958 $ 10.62 $ 6.74 Exercisable at March 31 48,764 $ 41.11 $ 23.34 71,249 $ 24.35 $ 14.09 During the three months ended March 31, 2020, 489,437 restricted stock units were granted under the 2018 Plan, which vest over a weighted average period of 1.5 years. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | (10) Warrants As of March 31, 2020 and December 31, 2019, warrants for the purchase of an aggregate of 2,908,874 shares of common stock were outstanding, with a weighted average exercise price of $4.16 per share. Among these, warrants to purchase an aggregate of 87,509 shares were accounted for as a derivative liability (see Note 1). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (11) Commitments and Contingencies Operating Leases We lease three office facilities as of March 31, 2020 in Belgrade, Montana under non-cancelable operating lease agreements with expiration dates between 2023 and 2025. We have the option to extend certain leases to five or ten-year term(s), and we have the right of first refusal on any sale. Present Value of Long-term Leases (in thousands): March 31, 2020 Right-of-use assets, net $ 1,999 Current portion of lease liability 401 Lease liability, less current portion 1,623 Total lease liability $ 2,024 As of March 31, 2020, the weighted-average remaining lease term was 4.6 years. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the Company from its lessors. Instead, as of March 31, 2019, the Company estimates the weighted-average discount rate for its operating leases to be 5.2% of present value based on the incremental borrowing rate. Future minimum payments for the next five years and thereafter as of March 31, 2020 under these long-term operating leases are as follows (in thousands): Remainder of 2020 $ 376 2021 507 2022 521 2023 489 2024 224 Thereafter 179 Total future minimum lease payments 2,296 Less amount representing interest (272 ) Present value of obligations under operating leases 2,024 Less current portion (401 ) Long-term operating lease obligations $ 1,623 Rent expense was $0.1 million for the three months ended March 31, 2020 and 2019. We have no contingent rent agreements. Financing Leases Future minimum payments under finance leases are as follows as of March 31, 2020 (in thousands): Remainder of 2020 $ 144 Less amount representing interest (6 ) Present value of obligations under financing leases $ 138 Litigation On December 13, 2018, a complaint was filed by RSB Spine, LLC, against Xtant Medical Holdings, Inc., which claims that some of our products, including the Irix-A Lumbar Integrated Fusion System and the Irix-C Cervical Integrated Fusion System, infringe certain of RSB Spine’s patents. On February 28, 2020, we entered into a confidential settlement and patent license agreement with RSB Spine pursuant to which we agreed to make an undisclosed settlement payment to RSB Spine and pay royalties on future sales of the two products through the expiration of the asserted patents. The settlement payment was included in accrued expenses as of December 31, 2019. In addition, we are subject to potential liabilities under government regulations and various claims and legal actions that are pending or may be asserted from time to time. These matters arise in the ordinary course and conduct of our business and may include, for example, commercial, product liability, intellectual property, and employment matters. We intend to continue to defend the Company vigorously in such matters and, when warranted, take legal action against others. Furthermore, we regularly assess contingencies to determine the degree of probability and range of possible loss for potential accrual in our financial statements. An estimated loss contingency is accrued in our financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on our assessment, we have adequately accrued an amount for contingent liabilities currently in existence. We do not accrue amounts for liabilities that we do not believe are probable or that we consider immaterial to our overall financial position. Litigation is inherently unpredictable, and unfavorable resolutions could occur. As a result, assessing contingencies is highly subjective and requires judgment about future events. The amount of ultimate loss may exceed the Company’s current accruals, and it is possible that its cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. Indemnifications Our indemnification arrangements generally include limited warranties and certain provisions for indemnifying customers against liabilities if our products or services infringe a third-party’s intellectual property rights. To date, we have not incurred any material costs as a result of such warranties or indemnification provisions and have not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (12) Income Taxes In evaluating the realizability of the net deferred tax assets, we take into account a number of factors, primarily relating to the ability to generate taxable income. Where it is determined that it is likely that we will be unable to realize deferred tax assets, a valuation allowance is established against the portion of the deferred tax asset. Because it cannot be accurately determined when or if we will become profitable, a valuation allowance was provided against the entire deferred income tax asset balance. The Company did not recognize any interest or penalties related to income taxes for the three months ended March 31, 2020 and 2019. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | (13) Supplemental Disclosure of Cash Flow Information Supplemental cash flow information is as follows (in thousands): Three Months Ended March 31, 2020 2019 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 7 $ 27 Non-cash activities: ASU 2016-13 cumulative effect adjustment $ 47 $ — Lease liability from right-of-use assets $ — $ 2,658 Extinguishment of Prior Credit Agreement (including debt issuance costs) $ — $ 307 Recognition of Second Amended and Restated Credit Agreement $ — $ 72,657 Recognition of 2019 Warrants $ — $ 9 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (14) Related Party Transactions Royalty Opportunities and ROS collectively own approximately 70% of the Company’s outstanding common stock and are the sole holders of our outstanding long-term debt and are Lenders under the Second A&R Credit Agreement. In addition, as described in more detail under Note 1, “ Business Description and Summary of Significant Accounting Policies On January 22, 2020, the Company amended its Sublease Agreement with Cardialen, Inc., reducing monthly rent to $1,350 per month. Because Jeffrey Peters is both a member of our Board and the Chief Executive Officer, President, and a Director of Cardialen, this transaction qualifies as a related party transaction. All related party transactions are reviewed and approved by the Audit Committee or the disinterested members of the full Board. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | (15) Segment and Geographic Information The Company’s management reviews financial results and manages the business on an aggregate basis. Therefore, financial results are reported in a single operating segment: the development, manufacture, and marketing of orthopedic medical products and devices. The Company attributes revenues to geographic areas based on the location of the customer. Approximately 96% and 95% of sales were in the United States for the nine months ended March 31, 2020 and 2019, respectively. Total revenue by major geographic area is as follows (in thousands): Three Months Ended 2020 2019 United States $ 14,251 $ 16,039 Rest of world 526 687 Total revenue $ 14,777 $ 16,726 |
Business Description, Basis o_2
Business Description, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Xtant Medical Holdings, Inc. (“Xtant”), a Delaware corporation, and its wholly owned subsidiaries, Xtant Medical, Inc. (“Xtant Medical”), a Delaware corporation, Bacterin International, Inc. (“Bacterin”), a Nevada corporation, and X-spine Systems, Inc. (“X-spine”), an Ohio corporation (Xtant, Xtant Medical, Bacterin, and X-spine are jointly referred to herein as the “Company” or sometimes “we”, “our,” or “us”). All intercompany balances and transactions have been eliminated in consolidation. Xtant is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics and spinal implant systems to facilitate spinal fusion in complex spine, deformity, and degenerative procedures. The accompanying condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual consolidated financial statements, but in the opinion of management include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results that may be achieved in the future for the full year ending December 31, 2020. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, which are included in Xtant’s Annual Report on Form 10-K for the year ended December 31, 2019. The accounting policies set forth in those annual consolidated financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated financial statements, except as modified for appropriate interim consolidated financial statement presentation. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment, goodwill and intangible assets and liabilities, valuation allowances for trade receivables, inventory and deferred income tax assets and liabilities, current and long-term right-of-use asset, evaluation of ability to continue as a going concern and estimates for the fair value of long-term debt, stock options and other equity awards upon which the Company determines stock-based compensation expense. Actual results could differ from those estimates. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to estimated undiscounted future cash flows in its assessment of whether or not long-lived assets are recoverable. As a result of the revenue decline related to the current global novel strain of coronavirus, or COVID-19 pandemic, the Company evaluated whether the carrying values of the long-lived assets were recoverable. Based on these evaluations, the Company determined that the long-lived assets were still recoverable. No impairments of long-lived assets were recorded for the three months ended March 31, 2020 and 2019. |
Goodwill | Goodwill Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized. Instead, they are tested for impairment at least annually, and whenever events or circumstances indicate, the carrying amount of the asset may not be recoverable. As a result of the current COVID-19 pandemic and its impact on the Company’s projected cash flows, the Company tested goodwill for impairment at the end of the first quarter of 2020. No impairments of goodwill were recorded for the three months ended March 31, 2020 and 2019. |
Net Loss Per Share | Net Loss Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net income (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the three months ended March 31, 2020 and 2019, as shares issuable upon the exercise of stock options and warrants were anti-dilutive as a result of the net losses incurred for those periods. Dilutive earnings per share are not reported, as the effects of including 4,363,089 and 1,912,567 outstanding stock options, restricted stock units and warrants for the three months ended March 31, 2020 and 2019, respectively, are anti-dilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2020 and December 31, 2019, the fair value of the Company’s warrant derivative liability was not material. The valuation technique used to measure fair value of the warrant liability is based on a lattice valuation model and significant assumptions and inputs determined by us. The carrying values of financial instruments, including trade accounts receivable, accounts payable, accrued liabilities, and long-term debt, approximate their fair values based on terms and related interest rates as of March 31, 2020 and December 31, 2019. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenues from Product Lines | The following table presents revenues from these product lines for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Percentage of Three Months Percentage of March 31, 2020 Total Revenue March 31, 2019 Total Revenue Orthobiologics $ 10,755 73 % $ 12,058 72 % Spinal implant 3,980 27 % 4,628 28 % Other revenue 43 0 % 40 0 % Total revenue $ 14,778 100 % $ 16,726 100 % |
Receivables (Tables)
Receivables (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
Schedule of Allowance for Credit Losses | Activity within the allowance for credit losses was as follows for the three months ended March 31, 2020 (in thousands): Balance at January 1, 2020 $ 547 Provision for expected credit losses 138 Write-offs charged against allowance (17 ) Balance at March 31, 2020 $ 668 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 4,022 $ 3,805 Work in process 2,853 1,603 Finished goods 22,423 22,135 Gross inventories 29,298 27,543 Reserve for obsolescence (11,254 ) (11,442 ) Total $ 18,044 $ 16,101 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net are as follows (in thousands): March 31, 2020 December 31, 2019 Equipment $ 4,361 $ 4,250 Computer equipment 476 455 Computer software 570 570 Furniture and fixtures 133 124 Leasehold improvements 3,980 3,980 Vehicles 10 10 Surgical instruments 10,960 10,897 Total cost 20,490 20,286 Less: accumulated depreciation (16,187 ) (15,591 ) Property and equipment, net $ 4,303 $ 4,695 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table sets forth information regarding intangible assets (in thousands): March 31, 2020 December 31, 2019 Patents $ 847 $ 847 Accumulated amortization (347 ) (332 ) Intangible assets, net $ 500 $ 515 |
Schedule of Estimated Future Amortization Expense for Intangible Assets | The following is a summary of estimated future amortization expense for intangible assets as of March 31, 2020 (in thousands): Remainder of 2020 $ 42 2021 55 2022 54 2023 53 2024 52 Thereafter 244 Total $ 500 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): March 31, 2020 December 31, 2019 Wages/commissions payable $ 2,313 $ 3,902 Other accrued liabilities 3,597 2,723 Accrued liabilities $ 5,910 $ 6,625 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): March 31, 2020 December 31, 2019 Amounts due under the Second Amended and Restated Credit Agreement $ 72,657 $ 72,657 PIK interest payable related to Second Amended and Restated Credit Agreement 4,229 3,280 Plus: 2% exit fee on prior credit agreement 533 399 Gross long-term debt 77,419 76,336 Less: total debt issuance costs on Credit Agreements (74 ) (92 ) Long-term debt, less issuance costs $ 77,345 $ 76,244 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity, including options granted under the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan, as amended (the “2018 Plan”), and the Amended and Restated Xtant Medical Equity Incentive Plan and options granted to new hires to purchase shares of our common stock outside of any stockholder-approved plan , was as follows: 2020 2019 Shares Weighted Weighted Shares Weighted Weighted Outstanding at January 1 602,966 $ 6.07 $ 3.99 496,958 $ 9.90 $ 6.62 Granted - $ - $ - 100,000 $ 2.24 $ 1.95 Cancelled or expired (76,299 ) $ 4.18 $ 2.96 (395,000 ) $ 4.71 $ 3.69 Outstanding at March 31 526,667 $ 6.34 $ 4.14 201,958 $ 10.62 $ 6.74 Exercisable at March 31 48,764 $ 41.11 $ 23.34 71,249 $ 24.35 $ 14.09 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Right-of-use Assets and Lease Liability | Present Value of Long-term Leases (in thousands): March 31, 2020 Right-of-use assets, net $ 1,999 Current portion of lease liability 401 Lease liability, less current portion 1,623 Total lease liability $ 2,024 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum payments for the next five years and thereafter as of March 31, 2020 under these long-term operating leases are as follows (in thousands): Remainder of 2020 $ 376 2021 507 2022 521 2023 489 2024 224 Thereafter 179 Total future minimum lease payments 2,296 Less amount representing interest (272 ) Present value of obligations under operating leases 2,024 Less current portion (401 ) Long-term operating lease obligations $ 1,623 |
Schedule of Future Minimum Lease Payments for Financing Leases | Future minimum payments under finance leases are as follows as of March 31, 2020 (in thousands): Remainder of 2020 $ 144 Less amount representing interest (6 ) Present value of obligations under financing leases $ 138 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information is as follows (in thousands): Three Months Ended March 31, 2020 2019 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 7 $ 27 Non-cash activities: ASU 2016-13 cumulative effect adjustment $ 47 $ — Lease liability from right-of-use assets $ — $ 2,658 Extinguishment of Prior Credit Agreement (including debt issuance costs) $ — $ 307 Recognition of Second Amended and Restated Credit Agreement $ — $ 72,657 Recognition of 2019 Warrants $ — $ 9 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenues by Geographic Region | The Company attributes revenues to geographic areas based on the location of the customer. Approximately 96% and 95% of sales were in the United States for the nine months ended March 31, 2020 and 2019, respectively. Total revenue by major geographic area is as follows (in thousands): Three Months Ended 2020 2019 United States $ 14,251 $ 16,039 Rest of world 526 687 Total revenue $ 14,777 $ 16,726 |
Business Description, Basis o_3
Business Description, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Cumulative effect adjustment | $ (47) | ||
Impairment of long lived assets | |||
Impairment of goodwill | |||
Antidilutive securities excluded from computation of earnings per share, amount | 4,363,089 | 1,912,567 | |
Accounting Standards Update 2016-13 [Member] | |||
Cumulative effect adjustment | $ 47 |
Revenue - Summary of Revenues f
Revenue - Summary of Revenues from Product Lines (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenue | $ 14,778 | $ 16,726 |
Percentage of total revenue | 100.00% | 100.00% |
Orthobiologics [Member] | ||
Total revenue | $ 10,755 | $ 12,058 |
Percentage of total revenue | 73.00% | 72.00% |
Spinal Implant [Member] | ||
Total revenue | $ 3,980 | $ 4,628 |
Percentage of total revenue | 27.00% | 28.00% |
Other Revenue [Member] | ||
Total revenue | $ 43 | $ 40 |
Percentage of total revenue | 0.00% | 0.00% |
Receivables -Schedule of allowa
Receivables -Schedule of allowance for credit losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Credit Loss [Abstract] | ||
Beginning balance | $ 547 | |
Provision for expected credit losses | 138 | $ 94 |
Write-offs charged against allowance | (17) | |
Ending balance | $ 668 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,022 | $ 3,805 |
Work in process | 2,853 | 1,603 |
Finished goods | 22,423 | 22,135 |
Gross inventories | 29,298 | 27,543 |
Reserve for obsolescence | (11,254) | (11,442) |
Total | $ 18,044 | $ 16,101 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Depreciation expense | $ 700 | $ 800 | |
Gross assets | 20,490 | $ 20,286 | |
Accumulated depreciation | 16,187 | $ 15,591 | |
Finance Leases Equipment [Member] | |||
Gross assets | 1,400 | ||
Accumulated depreciation | $ 1,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 20,490 | $ 20,286 |
Less: accumulated depreciation | (16,187) | (15,591) |
Property and equipment, net | 4,303 | 4,695 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,361 | 4,250 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 476 | 455 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 570 | 570 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 133 | 124 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 3,980 | 3,980 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 10 | 10 |
Surgical Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 10,960 | $ 10,897 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 847 | $ 847 |
Accumulated amortization | (347) | (332) |
Intangible assets, net | $ 500 | $ 515 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2020 | $ 42 |
2021 | 55 |
2022 | 54 |
2023 | 53 |
2024 | 52 |
Thereafter | 244 |
Total | $ 500 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Wages/commissions payable | $ 2,313 | $ 3,902 |
Other accrued liabilities | 3,597 | 2,723 |
Accrued liabilities | $ 5,910 | $ 6,625 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 06, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Issuance of warrants to purchase a common stock | 2,908,874 | 2,908,874 | |
Exercise price of warrants | $ 4.16 | $ 4.16 | |
Sole Holders [Member] | |||
Beneficially owned percentage | 75.00% | ||
Lenders [Member] | |||
Beneficially owned percentage | 70.00% | ||
Subsequent Event [Member] | 2020 Warrants [Member] | Lenders [Member] | |||
Issuance of warrants to purchase a common stock | 2,400,000 | ||
Exercise price of warrants | $ 0.01 | ||
Warrants expiration date | Jun. 30, 2030 | ||
Second Amended and Restated Credit Agreement [Member] | |||
Debt instrument description | Beginning April 1, 2020 through the maturity date of the Second Amended and Restated Credit Agreement, interest payable in cash will accrue on the Loans under the Credit Agreement at a rate per annum equal to the sum of (a) 10.00% plus (b) the higher of (x) the LIBO Rate (as such term is defined in the Second Amended and Restated Credit Agreement) and (y) 2.3125%. | ||
Debt instrument maturity date | Mar. 31, 2021 | ||
Second Amended and Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Debt instrument description | Beginning October 1, 2020 through the maturity date of the Second A&R Credit Agreement, interest payable in cash will accrue on the Loans under the Second A&R Credit Agreement at a rate per annum equal to the sum of (i) 10.00% plus (ii) the higher of (x) the LIBO Rate (as such term is defined in the Second A&R Credit Agreement) and (y) 2.3125%; | ||
Debt instrument maturity date | Dec. 31, 2021 | ||
Second Amended and Restated Credit Agreement [Member] | ROS and Lenders [Member] | |||
Draw of loan advances | $ 2,200 | ||
Debt aggregate amount | $ 10,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Amounts due under the Second Amended and Restated Credit Agreement | $ 72,657 | $ 72,657 |
PIK interest payable related to Second Amended and Restated Credit Agreement | 4,229 | 3,280 |
Plus: 2% exit fee on prior credit agreement | 533 | 399 |
Gross long-term debt | 77,419 | 76,336 |
Less: total debt issuance costs on Credit Agreements | (74) | (92) |
Long-term debt, less issuance costs | $ 77,345 | $ 76,244 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - 2018 Equity Incentive Plan [Member] | 3 Months Ended |
Mar. 31, 2020shares | |
Restricted stock granted during period, shares | 489,437 |
Restricted stock granted vested weighted average period | 1 year 6 months |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) - Equity Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Shares Outstanding, Beginning Balance | 602,966 | 496,958 |
Shares Granted | 100,000 | |
Shares Cancelled or expired | (76,299) | (395,000) |
Shares Outstanding, Ending Balance | 526,667 | 201,958 |
Shares Exercisable, Ending Balance | 48,764 | 71,249 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 6.07 | $ 9.90 |
Weighted Average Exercise Price, Granted | 2.24 | |
Weighted Average Exercise Price, Cancelled or expired | 4.18 | 4.71 |
Weighted Average Exercise Price, Outstanding Ending Balance | 6.34 | 10.62 |
Weighted Average Exercise Price, Exercisable Ending Balance | 41.11 | 24.35 |
Weighted Average Fair Value at Grant Date, Outstanding Beginning Balance | 3.99 | 6.62 |
Weighted Average Fair Value at Grant Date, Granted | 1.95 | |
Weighted Average Fair Value at Grant Date, Cancelled or expired | 2.96 | 3.69 |
Weighted Average Fair Value at Grant Date, Outstanding Ending Balance | 4.14 | 6.74 |
Weighted Average Fair Value at Grant Date, Exercisable, Ending Balance | $ 23.34 | $ 14.09 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||
Issuance of warrants to purchase a common stock | 2,908,874 | 2,908,874 |
Exercise price of warrants | $ 4.16 | $ 4.16 |
Derivative Liability [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issuance of warrants to purchase a common stock | 87,509 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expiration description | Expiration dates between 2023 and 2025 | |
Operating lease weighted-average remaining lease term | 4 years 7 months 6 days | |
Operating lease weighted-average discount rate | 5.20% | |
Rent expense | $ 100 | $ 100 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Right-of-use Assets and Lease Liability (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right-of-use assets, net | $ 1,999 | $ 2,100 |
Current portion of lease liability | 401 | 394 |
Lease liability, less current portion | 1,623 | $ 1,726 |
Total lease liability | $ 2,024 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2020 | $ 376 | |
2021 | 507 | |
2022 | 521 | |
2023 | 489 | |
2024 | 224 | |
Thereafter | 179 | |
Total future minimum lease payments | 2,296 | |
Less amount representing interest | (272) | |
Present value of obligations under operating leases | 2,024 | |
Less current portion | (401) | $ (394) |
Long-term operating lease obligations | $ 1,623 | $ 1,726 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Financing Leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2020 | $ 144 |
Less amount representing interest | (6) |
Present value of obligations under financing leases | $ 138 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Interest or penalties related to income taxes |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 7 | $ 27 |
ASU 2016-13 cumulative effect adjustment | 47 | |
Lease liability from right of use asset | 2,658 | |
Extinguishment of Prior Credit Agreement (including debt issuance costs) | 307 | |
Recognition of Second Amended and Restated Credit Agreement | 72,657 | |
Recognition of 2019 Warrants | $ 9 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Jan. 22, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Related Party Transaction [Line Items] | |||
Rent expense | $ 100 | $ 100 | |
ROS [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 70.00% | ||
Cardialen, Inc., [Member] | Sublease Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Rent expense | $ 1,350 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details Narrative) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
United States [Member] | Revenue [Member] | Geographic Concentration Risk [Member] | ||
Concentration risk, percentage | 96.00% | 95.00% |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenue | $ 14,777 | $ 16,726 |
United States [Member] | ||
Total revenue | 14,251 | 16,039 |
Rest of World [Member] | ||
Total revenue | $ 526 | $ 687 |