Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'BAXANO SURGICAL, INC. | ' |
Entity Central Index Key | '0001230355 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'BAXS | ' |
Entity Common Stock, Shares Outstanding | ' | 45,197,632 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | $5,650 | $3,198 | $12,627 | $10,441 |
Cost of revenue | 1,506 | 838 | 3,832 | 2,747 |
Gross profit | 4,144 | 2,360 | 8,795 | 7,694 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 1,904 | 1,361 | 4,698 | 3,937 |
Sales and marketing | 6,764 | 4,453 | 17,722 | 15,124 |
General and administrative | 2,769 | 1,739 | 6,181 | 4,661 |
Merger and integration expenses | 530 | 0 | 3,426 | 0 |
Total operating expenses | 11,999 | 8,111 | 32,219 | 25,464 |
Operating loss | -7,855 | -5,751 | -23,424 | -17,770 |
Other expense, net | -104 | -114 | -166 | -146 |
Net loss | -7,959 | -5,865 | -23,590 | -17,916 |
Other comprehensive loss: | ' | ' | ' | ' |
Foreign currency translation adjustments | -1 | 1 | -2 | 1 |
Comprehensive loss | -7,960 | -5,864 | -23,592 | -17,915 |
Net loss per common share - basic and diluted (in dollars Per Share) | ($0.18) | ($0.22) | ($0.67) | ($0.66) |
Weighted average common shares outstanding - basic and diluted (in shares) | 45,198 | 27,275 | 35,373 | 27,258 |
US Treasury and Government [Member] | ' | ' | ' | ' |
Operating expenses: | ' | ' | ' | ' |
Charges related to U.S. Government settlement | $32 | $558 | $192 | $1,742 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $11,599 | $21,541 |
Restricted cash | 65 | 0 |
Accounts receivable, net | 4,707 | 3,206 |
Inventory | 7,154 | 5,017 |
Prepaid expenses and other assets | 645 | 330 |
Total current assets | 24,170 | 30,094 |
Property and equipment, net | 3,142 | 2,166 |
Goodwill | 16,043 | 0 |
Intangible assets, net | 8,088 | 0 |
Other long-term assets | 152 | 0 |
Total assets | 51,595 | 32,260 |
Liabilities and Stockholders' Equity | ' | ' |
Current portion of long-term debt | 796 | 0 |
Accounts payable | 2,951 | 2,603 |
Accrued liability | 3,302 | 1,648 |
Total current liabilities | 9,797 | 11,043 |
Long-term debt | 1,986 | 0 |
Other noncurrent liabilities | 2,857 | 78 |
Commitments and contingencies (Note 11) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $0.0001 par value; 75,000,000 shares authorized, 45,197,632 and 27,313,997 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 4 | 3 |
Additional paid-in capital | 199,333 | 159,929 |
Accumulated other comprehensive income | 15 | 14 |
Accumulated deficit | -162,397 | -138,807 |
Total stockholders' equity | 36,955 | 21,139 |
Total liabilities and stockholders' equity | 51,595 | 32,260 |
US Treasury and Government [Member] | ' | ' |
Liabilities and Stockholders' Equity | ' | ' |
Accrued liability | $2,748 | $6,792 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 45,197,632 | 27,313,997 |
Common stock, shares outstanding | 45,197,632 | 27,313,997 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($23,590) | ($17,916) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 1,477 | 794 |
Stock-based compensation | 1,036 | 1,062 |
Provision (reversal of provision) for bad debts | 650 | -27 |
Loss on disposal of fixed assets | 0 | 261 |
Changes in operating assets and liabilities: | ' | ' |
(Increase) decrease in accounts receivable | -584 | 473 |
Increase in inventory | -191 | -638 |
(Increase) decrease in prepaid expenses | -81 | 294 |
Decrease in accounts payable | -1,140 | -1,134 |
Increase in accrued expenses | 714 | 585 |
Net cash used in operating activities | -22,976 | -15,794 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -1,376 | -1,793 |
Acquisition, net of cash received | -2,685 | 0 |
Sales and maturities of investments | 0 | 6,027 |
Restricted cash classification change | 13 | 0 |
Net cash provided by (used in) investing activities | -4,048 | 4,234 |
Cash flows from financing activities: | ' | ' |
Net proceeds from issuance of common stock | 17,075 | 0 |
Proceeds from exercise of stock options | 9 | 68 |
Net cash provided by financing activities | 17,084 | 68 |
Effect of exchange rate changes on cash and cash equivalents | -2 | 1 |
Net decrease in cash and cash equivalents | -9,942 | -11,491 |
Cash and cash equivalents, beginning of period | 21,541 | 38,724 |
Cash and cash equivalents, end of period | 11,599 | 27,233 |
US Treasury and Government [Member] | ' | ' |
Changes in operating assets and liabilities: | ' | ' |
Increase in accrued expenses | ($1,267) | $452 |
Description_of_Business
Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. Description of Business | |
Baxano Surgical, Inc., a Delaware corporation (the “Company”), was incorporated in May 2000 and, effective March 1, 2013, is headquartered in Raleigh, North Carolina. The Company is a medical device company focused on designing, developing and marketing minimally invasive products to treat degenerative conditions of the spine affecting the lumbar region. The Company operates in one business segment. The Company currently markets the AxiaLIF® family of products for single and two level lower lumbar fusion, the VEO® lateral access and interbody fusion system, the iO-Flex® system, a proprietary set of flexible instruments used by surgeons during spinal decompression procedures, and the iO-Tome® instrument, which rapidly and precisely removes bone, specifically the facet joints, which is commonly performed in spinal fusion procedures. All of the Company’s AxiaLIF products are delivered using its pre-sacral approach. The Company also markets other products that complement these primary offerings, including pedicle screws, facet screws, bowel retractors, discectomy tools, bone void filler and a bone graft harvesting system that can be used to extract bone graft. | |
The AxiaLIF branded product was first commercially released in January 2005, the VEO lateral access and interbody fusion system was commercially launched in November 2011, the iO-Flex instrument was commercially launched in 2009, and the iO-Tome instrument was commercially launched in the fourth quarter of 2013. The Company sells its products through a direct sales force, independent sales agents and international distributors. | |
On May 31, 2013, the Company changed its name from TranS1, Inc. to Baxano Surgical, Inc. and completed the acquisition of Baxano, Inc. (“Baxano”), a medical device company headquartered in San Jose, California. See Note 12 for a description of the Company’s merger (the “Merger”) with Baxano and the concurrent private placement of 7,522,009 shares of the Company’s common stock at an offering price of $2.28 per share, with aggregate gross proceeds to the Company of approximately $17.2 million. | |
While the Company primarily markets its products in the United States, currently less than ten percent of revenues are derived from agent or distributor relationships in foreign countries. The Company has certain relationships in Europe and has expanded to Turkey, Mexico and Columbia. Product regulatory approval is also pending in China and Russia to support planned expansion. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
2. Summary of Significant Accounting Policies | |
Basis of presentation | |
The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. The accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The principal estimates relate to accounts receivable reserves, inventory valuation, stock-based compensation, accrued expenses and income tax valuation. Actual results could differ from those estimates. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. | |
The Company operates primarily in the United States in thirty-two states and certain foreign countries through distributor and agent relationships currently representing less than ten percent of revenues. As the Company’s products are focused on minimally invasive treatments for degenerative conditions of the spine affecting the lumbar region, the Company manages the business on the basis of one operating segment and, therefore, has only one reportable segment. | |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred operating losses and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and other funding transactions. There can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. | |
For a description of the Company’s critical accounting policies and estimates, please refer to the “Critical Accounting Policies and Estimates” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes in any of the Company’s accounting policies since December 31, 2012; however the Company has adopted the following new accounting policies related to the Merger. | |
Identifiable Intangible Assets and Goodwill | |
Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain intangible assets are amortized over periods ranging from 10 to 17 years. Similar to tangible personal property, plant and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carry amount may not be recoverable. | |
Indefinite-lived intangible assets, such as goodwill and certain trademarks, are not amortized. The Company tests the carrying amounts of these assets for recoverability on an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. | |
Debt Issuance Costs | |
The Company capitalizes costs associated with the issuance of debt instruments and amortizes these costs to interest expense over the term of the related debt agreement using the effective yield amortization method. Unamortized debt issuance costs will be charged to operations when indebtedness under the related credit facility is repaid prior to maturity. | |
Business Acquisitions | |
Business acquisitions are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, “Fair Value Measurements,” as of the acquisition date. For certain assets and liabilities, book value approximates fair value. In addition, ASC 805 establishes that consideration transferred be measured at the closing date of the acquisition at the then-current market price, which may be different than the amount of consideration assumed in the pro forma financial statements. Under ASC 805, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. The application of the acquisition method of accounting requires the Company to make estimates and assumptions related to the estimated fair values of net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangibles are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill has a significant impact on future operating results. | |
Reclassification | |
Certain balances in the prior year’s consolidated financial statements have been reclassified to conform to the September 30, 2013 presentation. These changes consisted of a reclassification on the consolidated statements of operations from general and administrative expense to a separate line item entitled charges related to U.S. Government settlement and a reclassification on the consolidated statements of cash flows from changes in accounts payable and accrued expenses to a separate line item entitled increase (decrease) in accrued expenses related to U.S. Government settlement. | |
Impact of Recently Issued Accounting Standards | |
In February 2013, the Financial Accounting Standards Board (the “FASB”) issued guidance (ASU No. 2013-02) finalizing the reporting of amounts reclassified out of accumulated other comprehensive income. The new standard requires either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The guidance is effective for annual reporting periods and interim periods within those years, beginning after December 15, 2012. In the first quarter of 2013, the Company adopted the guidance and determined that there were no amounts reclassified in the period that would require enhanced disclosure. | |
In July 2013, the FASB issued guidance (ASU No. 2013-11) updating the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. The guidance is effective for annual reporting periods and interim periods within those years, beginning after December 15, 2013. Based on the Company’s cumulative net operating losses, the Company does not expect that adoption of ASU No. 2013-11 will have any impact on the Company’s consolidated financial statements. | |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
3. Income Taxes | |
No provisions for federal or state income taxes have been recorded as the Company has incurred net operating losses since inception. | |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Earnings Per Share [Text Block] | ' | |||||||||
4. Net Loss Per Common Share | ||||||||||
Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss available to common stockholders per common share is computed by dividing net loss by the weighted average number of common shares and dilutive potential common share equivalents then outstanding. The Company’s potential dilutive common shares, which consist of shares issuable upon the exercise of stock options, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive. | ||||||||||
The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share as the result would be anti-dilutive as of the end of each period presented: | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||
September 30, | September 30, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||
Weighted average stock options | 4,219,918 | 3,409,083 | 3,648,463 | 3,224,660 | ||||||
outstanding | ||||||||||
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Cash and Cash Equivalents [Abstract] | ' | |||||||
Cash and Cash Equivalents Disclosure [Text Block] | ' | |||||||
5. Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include money market treasury funds. Cash equivalents are carried at fair market value. At September 30, 2013, the Company had $65,000 of restricted cash which is currently deposited in a bank account in Germany, but not readily accessible. Related unrealized gains and losses were not material as of September 30, 2013 and December 31, 2012. There have been no unrealized gains or losses reclassified to accumulated other comprehensive income. | ||||||||
At September 30, 2013, the Company held certain assets that are required to be measured at fair value on a recurring basis. These assets include available for sale securities classified as cash equivalents. ASC 820-10 requires the valuation of investments using a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. These tiers are: Level 1, defined as quoted prices in active markets for identical assets or liabilities; Level 2, defined as valuations based on observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable input data; and Level 3, defined as valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. | ||||||||
Cash and available for sale securities classified as Level 1 assets were: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Cash and cash equivalents | $ | 8,899 | $ | 21,116 | ||||
Total cash and available for sale securities | $ | 8,899 | $ | 21,116 | ||||
The Company had no Level 2 or Level 3 assets or liabilities at September 30, 2013 or December 31, 2012. | ||||||||
Accounts_Receivable_Net
Accounts Receivable, Net | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | ' | |||||||
6. Accounts Receivable, Net | ||||||||
The following table presents the components of accounts receivable: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Gross accounts receivable | $ | 5,544 | $ | 3,419 | ||||
Allowance for uncollectible accounts | -837 | -213 | ||||||
Total accounts receivable, net | $ | 4,707 | $ | 3,206 | ||||
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
7. Inventories | ||||||||
The following table presents the components of inventories: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Finished goods | $ | 4,622 | $ | 3,048 | ||||
Raw materials | 1,735 | 1,629 | ||||||
Work-in-process | 797 | 340 | ||||||
Total inventories | $ | 7,154 | $ | 5,017 | ||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||
8. Goodwill and Intangible Assets | ||||||||
The following table presents the carrying value of the components of goodwill and intangible assets at the balance sheet dates: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Goodwill | $ | 16,043 | $ | - | ||||
Intangible assets: | ||||||||
Trademarks | $ | 1,265 | - | |||||
Technology | 6,598 | - | ||||||
Customer relationships | 400 | - | ||||||
Less: Amortization of intangible assets | -175 | - | ||||||
Total intangible assets | $ | 8,088 | $ | - | ||||
Accrued_Expenses
Accrued Expenses | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
9. Accrued Expenses | ||||||||
The following table presents the components of accrued expenses: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Bonus | $ | 656 | $ | 630 | ||||
Commissions | 627 | 333 | ||||||
Vacation | 613 | 160 | ||||||
Severance | 451 | 5 | ||||||
Legal and professional fees | 271 | 129 | ||||||
Other | 684 | 391 | ||||||
Total accrued expenses | $ | 3,302 | $ | 1,648 | ||||
Debt
Debt | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Long-term Debt [Text Block] | ' | ||||
10. Debt | |||||
In connection with the Merger, the Company assumed and became the borrower under Baxano’s outstanding credit facility pursuant to the terms of the First Amendment to Loan and Security Agreement, dated as of May 31, 2013 (the “First Amendment to Loan Agreement”), among the Company, Oxford Finance LLC, as collateral agent (the “Collateral Agent”), and Oxford Finance Funding I, LLC and Silicon Valley Bank, as lenders (the “Lenders”). The First Amendment to Loan Agreement amends the Loan and Security Agreement, dated as of March 15, 2012, among the Collateral Agent, the lenders party thereto, and Baxano (as so amended, the “Amended Loan Agreement”). The Amended Loan Agreement evidences a term loan, which will mature on May 1, 2016 (the “Term Loan”). The following table presents the components of long-term debt: | |||||
September 30, | |||||
2013 | |||||
(in thousands) | |||||
Term Loan | $ | 2,815 | |||
Balloon payment on Term Loan | 210 | ||||
Debt discount | -243 | ||||
Total long-term debt | 2,782 | ||||
Less: Current portion of long-term debt | 796 | ||||
Total long-term debt, net of current portion | $ | 1,986 | |||
The Term Loan bears interest at a fixed rate equal to 6.72% and the Company is required to make monthly interest-only payments through November 2013. | |||||
Commencing December 2013, the Amended Loan Agreement provides for the amortization of principal (in the form of level $102,207 monthly payments of principal and interest for thirty months). The Term Loan will be required to be prepaid if the Term Loan is accelerated following an event of default. In addition, the Company is permitted to prepay the Term Loan in full at any time upon 15 days’ written notice to the Lenders. Upon the earliest to occur of the maturity date, acceleration of the Term Loan, or prepayment of the Term Loan, the Company is required to make a final payment equal to the original principal amount of the Term Loan multiplied by 7.00% (the “Final Payment Fee”). Any prepayment, whether mandatory or voluntary, must include the Final Payment Fee, the prepayment fee (equal to 2% of the principal amount prepaid if prepayment is made on or before May 31, 2015, or 1% of the principal amount prepaid if payment is made thereafter), interest at the default rate (which is the rate otherwise applicable plus 5%) with respect to any amounts past due, the Collateral Agent’s and the Lenders’ expenses, and all other obligations that are due and payable to the Collateral Agent and the Lenders. | |||||
The Amended Loan Agreement is secured by a security interest in substantially all assets of the Company and any future subsidiaries, other than intellectual property. The Amended Loan Agreement contains customary representations (tested on a continual basis) and covenants that, subject to exceptions, restrict the Company’s ability to do the following things: declare dividends or redeem or repurchase equity interests; pay, redeem, or amend subordinated debt; incur additional liens; make loans and investments; incur additional indebtedness; engage in mergers, acquisitions, and asset sales; transact with affiliates; be party to material litigation; fail to appoint a chief executive officer or chief financial officer upon vacancy; undergo a change in control; add or change business locations; and engage in businesses that are not related to the Company’s existing business. In addition, the Amended Loan Agreement requires the Company to raise at least $10,000,000 in net cash proceeds from the sale of its equity securities before December 31, 2013. | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||
Commitments and Contingencies Disclosure [Text Block] | ' | |||||||
11. Commitments and Contingencies | ||||||||
In October 2011, the Company received a subpoena issued by the Department of Health and Human Services, Office of Inspector General (“OIG”) under the authority of the federal healthcare fraud and false claims statutes. The subpoena sought documents for the period January 1, 2008 through October 6, 2011. The Company cooperated with the government’s request. On December 24, 2012 the Company reached a tentative agreement in principle with the U.S. Department of Justice related to the subpoena issued in October 2011. The Company and the staff of the Department of Justice agreed to settle its federal investigation for $6.0 million. The final agreement was executed in June 2013. The $6.0 million settlement, plus accrued interest of 2%, will be paid in nine quarterly installments, with the first installment paid in July 2013. The Company also signed the CIA with the OIG in June 2013 and is in the process of implementing the requirements of the CIA. | ||||||||
The following table presents the components of the U.S. Government settlement liability: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
U.S. Government settlement | $ | 5,500 | $ | 6,000 | ||||
Less current portion | -2,723 | - | ||||||
Long-term liability | $ | 2,777 | $ | 6,000 | ||||
In the nine months ended September 30, 2013 and 2012, the Company expensed legal fees of $192,000 and $1.7 million, respectively, related to this investigation. In the fourth quarter of 2012, the Company expensed the $6.0 million related to the tentative settlement. The Company had accrued $5.5 million at September 30, 2013 and $6.8 million at December 31, 2012 for the settlement and related legal fees. | ||||||||
On January 24, 2012, the Company received notice that a putative class action lawsuit had been filed in the U.S. District Court Eastern District, North Carolina, on behalf of all persons, other than defendants, who purchased the Company’s securities between February 21, 2008 and October 17, 2011. The complaint alleged violations of the Securities Exchange Act of 1934, as amended, based upon purported omissions and/or false and misleading statements concerning the Company’s financial statements and reimbursement practices. The complaint sought damages sustained by the putative class, pre- and post-judgment interest, and attorneys’ fees and other costs. On September 7, 2012, the Company filed a motion to dismiss the complaint for failure to meet the heightened pleading requirements of the Private Securities Litigation Reform Act of 1995, among other grounds. On September 19, 2013, the Company’s motion was granted and the complaint was dismissed with prejudice. On October 17, 2013, the plaintiff filed a motion to alter or amend the order dismissing the complaint with prejudice. | ||||||||
Closing_of_Merger_and_Financin
Closing of Merger and Financing Transaction | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Combination Disclosure [Text Block] | ' | |||||||
12. Closing of Merger and Financing Transaction | ||||||||
On May 31, 2013, the Company, through its wholly-owned subsidiary Racer X Acquisition Corp. (“Merger Sub”), consummated the Merger with Baxano pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, Merger Sub merged with and into Baxano, with Baxano remaining as the surviving corporation and as a wholly-owned subsidiary of the Company. Immediately following the closing of the Merger on May 31, 2013, the Company changed its name to Baxano Surgical, Inc. in connection with the merger of this wholly-owned subsidiary with and into the Company. | ||||||||
During April and May 2013, Baxano issued promissory notes (the “Bridge Notes”) to the Company in the aggregate principal amount of $2.3 million, as contemplated by the Merger Agreement. The Bridge Notes bore interest at a rate of 6% per annum. The Bridge Notes were not secured by any collateral; were subordinated in right of payment to the loan evidenced by the Loan and Security Agreement dated as of March 15, 2012, among Oxford Finance LLC, the lenders party thereto and Baxano; and were senior in right of payment to the promissory notes of Baxano that were convertible into capital stock of Baxano (each a “Baxano Note”). The Bridge Notes were cancelled immediately prior to the effective time of the Merger without consideration, repayment, or any other right of ours repaid or otherwise compensated. | ||||||||
Upon the closing of the Merger, and in accordance with the terms of the Merger Agreement, the Company issued an aggregate of 10,329,035 shares of the Company’s common stock as merger consideration. In connection with the closing of the Merger, 796,772 shares of the Company’s common stock (equal to approximately 7.5% of the total merger consideration) were deposited in a third-party escrow account to secure certain indemnification obligations of the Baxano securityholders and to fund any post-closing adjustment payable to the Company. Upon the determination that no post-closing adjustment was required, 265,584 escrow shares were distributed to the Baxano securityholders. The remainder of the escrow shares will be distributed to the Baxano securityholders promptly following the first anniversary of the closing date to the extent such escrow shares are not then subject to indemnification claims by the Company. | ||||||||
Concurrent with the closing of the Merger, and in accordance with the terms of a Securities Purchase Agreement, dated March 3, 2013, the Company issued and sold to certain investors 7,522,009 shares of the Company’s common stock, at a purchase price of $2.28 per share, resulting in gross proceeds to the Company of approximately $17.2 million. | ||||||||
At the closing of the Merger, each outstanding share of capital stock of Baxano was cancelled and extinguished and converted into the right to receive a portion of the merger consideration in accordance with the Merger Agreement. The Baxano Notes were terminated at closing of the Merger, and the holders of such Baxano Notes were entitled to receive merger consideration in accordance with the Merger Agreement. Because the merger consideration was allocated first to holders of Baxano Notes and then to Baxano stockholders in accordance with Baxano’s certificate of incorporation, only holders of Baxano Notes and Baxano Series C Preferred Stock received merger consideration. All stock option plans or other stock or equity-related plans of Baxano, all employee stock purchase plans, each outstanding option to purchase common stock of Baxano, whether vested or unvested, and each warrant to acquire capital stock of Baxano were terminated prior to the closing of the Merger. | ||||||||
The following table summarizes the purchase price (in thousands): | ||||||||
Value of common shares issued | $ | 21,278 | ||||||
Cash paid at closing | 250 | |||||||
Pre-acquisition amounts due from Baxano, net | 2,509 | |||||||
$ | 24,037 | |||||||
The purchase price was allocated to the net assets acquired utilizing the methodology prescribed in ASC 805. The Company recorded goodwill of $16.0 million after recording net assets acquired at fair value as presented in the following table. | ||||||||
The following table summarizes the allocation of the purchase price to the net assets acquired (in thousands): | ||||||||
Cash and cash equivalents | $ | 279 | ||||||
Accounts receivable | 1,559 | |||||||
Inventory | 1,946 | |||||||
Other current assets | 234 | |||||||
Property and equipment | 866 | |||||||
Other long-term assets | 91 | |||||||
Intangible assets | 8,263 | |||||||
Goodwill | 16,043 | |||||||
Total assets acquired | 29,281 | |||||||
Accounts payable and other liabilities | -2,429 | |||||||
Term debt assumed | -2,815 | |||||||
Total purchase price | $ | 24,037 | ||||||
The Company allocated $8.3 million of the purchase price to identifiable intangible assets that met the separability and contractual legal criterion of ASC 805. The following summarizes the intangible assets that were acquired and the period over which the Company will recognize amortization cost using the straight-line method (in thousands): | ||||||||
Amortization | ||||||||
Period | ||||||||
Amount | (Years) | |||||||
Trademark | $ | 420 | Indefinite | |||||
Product Trademarks | 845 | 15-17 | ||||||
Technology | 6,598 | 15-17 | ||||||
Customer Relationships | 400 | 10 | ||||||
$ | 8,263 | |||||||
The results of operations of Baxano have been included in our consolidated financial statements from the date of the acquisition. The following pro forma results of operations assume the acquisition of Baxano on January 1, 2012. The pro forma results for the nine months ended September 30, 2013 and 2012 presented below reflect our historical data and the historical data of the Baxano business adjusted for amortization of intangibles, interest costs associated with Baxano preferred stock and convertible debt, and elimination of intercompany G&A expenses. The pro forma results of operations presented below may not be indicative of the results the Company would have achieved had the Company completed the acquisition on January 1, 2012, or that the Company may achieve in the future. | ||||||||
The following table presents the pro forma results for the nine months ended (in thousands, except per share data): | ||||||||
September 30, | September 30, | |||||||
2013 | 2012 | |||||||
Revenue | $ | 17,352 | $ | 16,812 | ||||
Operating loss | $ | -31,369 | $ | -32,708 | ||||
Net loss | $ | -31,689 | $ | -33,085 | ||||
Net loss per common share | $ | -0.7 | $ | -0.73 | ||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of presentation | |
The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. The accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The principal estimates relate to accounts receivable reserves, inventory valuation, stock-based compensation, accrued expenses and income tax valuation. Actual results could differ from those estimates. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. | |
The Company operates primarily in the United States in thirty-two states and certain foreign countries through distributor and agent relationships currently representing less than ten percent of revenues. As the Company’s products are focused on minimally invasive treatments for degenerative conditions of the spine affecting the lumbar region, the Company manages the business on the basis of one operating segment and, therefore, has only one reportable segment. | |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred operating losses and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and other funding transactions. There can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. | |
For a description of the Company’s critical accounting policies and estimates, please refer to the “Critical Accounting Policies and Estimates” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes in any of the Company’s accounting policies since December 31, 2012; however the Company has adopted the following new accounting policies related to the Merger. | |
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' |
Identifiable Intangible Assets and Goodwill | |
Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain intangible assets are amortized over periods ranging from 10 to 17 years. Similar to tangible personal property, plant and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carry amount may not be recoverable. | |
Indefinite-lived intangible assets, such as goodwill and certain trademarks, are not amortized. The Company tests the carrying amounts of these assets for recoverability on an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. | |
Debt, Policy [Policy Text Block] | ' |
Debt Issuance Costs | |
The Company capitalizes costs associated with the issuance of debt instruments and amortizes these costs to interest expense over the term of the related debt agreement using the effective yield amortization method. Unamortized debt issuance costs will be charged to operations when indebtedness under the related credit facility is repaid prior to maturity. | |
Business Combinations Policy [Policy Text Block] | ' |
Business Acquisitions | |
Business acquisitions are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, “Fair Value Measurements,” as of the acquisition date. For certain assets and liabilities, book value approximates fair value. In addition, ASC 805 establishes that consideration transferred be measured at the closing date of the acquisition at the then-current market price, which may be different than the amount of consideration assumed in the pro forma financial statements. Under ASC 805, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. The application of the acquisition method of accounting requires the Company to make estimates and assumptions related to the estimated fair values of net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangibles are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill has a significant impact on future operating results. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassification | |
Certain balances in the prior year’s consolidated financial statements have been reclassified to conform to the September 30, 2013 presentation. These changes consisted of a reclassification on the consolidated statements of operations from general and administrative expense to a separate line item entitled charges related to U.S. Government settlement and a reclassification on the consolidated statements of cash flows from changes in accounts payable and accrued expenses to a separate line item entitled increase (decrease) in accrued expenses related to U.S. Government settlement. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Impact of Recently Issued Accounting Standards | |
In February 2013, the Financial Accounting Standards Board (the “FASB”) issued guidance (ASU No. 2013-02) finalizing the reporting of amounts reclassified out of accumulated other comprehensive income. The new standard requires either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The guidance is effective for annual reporting periods and interim periods within those years, beginning after December 15, 2012. In the first quarter of 2013, the Company adopted the guidance and determined that there were no amounts reclassified in the period that would require enhanced disclosure. | |
In July 2013, the FASB issued guidance (ASU No. 2013-11) updating the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. The guidance is effective for annual reporting periods and interim periods within those years, beginning after December 15, 2013. Based on the Company’s cumulative net operating losses, the Company does not expect that adoption of ASU No. 2013-11 will have any impact on the Company’s consolidated financial statements. | |
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share [Table Text Block] | ' | |||||||||
The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share as the result would be anti-dilutive as of the end of each period presented: | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||
September 30, | September 30, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||
Weighted average stock options | 4,219,918 | 3,409,083 | 3,648,463 | 3,224,660 | ||||||
outstanding | ||||||||||
Cash_and_Cash_Equivalents_Tabl
Cash and Cash Equivalents (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Cash and Cash Equivalents [Abstract] | ' | |||||||
Available-for-sale Securities [Table Text Block] | ' | |||||||
Cash and available for sale securities classified as Level 1 assets were: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Cash and cash equivalents | $ | 8,899 | $ | 21,116 | ||||
Total cash and available for sale securities | $ | 8,899 | $ | 21,116 | ||||
Accounts_Receivable_Net_Tables
Accounts Receivable, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ' | |||||||
The following table presents the components of accounts receivable: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Gross accounts receivable | $ | 5,544 | $ | 3,419 | ||||
Allowance for uncollectible accounts | -837 | -213 | ||||||
Total accounts receivable, net | $ | 4,707 | $ | 3,206 | ||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current [Table Text Block] | ' | |||||||
The following table presents the components of inventories: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Finished goods | $ | 4,622 | $ | 3,048 | ||||
Raw materials | 1,735 | 1,629 | ||||||
Work-in-process | 797 | 340 | ||||||
Total inventories | $ | 7,154 | $ | 5,017 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | |||||||
The following table presents the carrying value of the components of goodwill and intangible assets at the balance sheet dates: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Goodwill | $ | 16,043 | $ | - | ||||
Intangible assets: | ||||||||
Trademarks | $ | 1,265 | - | |||||
Technology | 6,598 | - | ||||||
Customer relationships | 400 | - | ||||||
Less: Amortization of intangible assets | -175 | - | ||||||
Total intangible assets | $ | 8,088 | $ | - | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
The following table presents the components of accrued expenses: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Bonus | $ | 656 | $ | 630 | ||||
Commissions | 627 | 333 | ||||||
Vacation | 613 | 160 | ||||||
Severance | 451 | 5 | ||||||
Legal and professional fees | 271 | 129 | ||||||
Other | 684 | 391 | ||||||
Total accrued expenses | $ | 3,302 | $ | 1,648 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||
The following table presents the components of long-term debt: | |||||
September 30, | |||||
2013 | |||||
(in thousands) | |||||
Term Loan | $ | 2,815 | |||
Balloon payment on Term Loan | 210 | ||||
Debt discount | -243 | ||||
Total long-term debt | 2,782 | ||||
Less: Current portion of long-term debt | 796 | ||||
Total long-term debt, net of current portion | $ | 1,986 | |||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||
Schedule Of Legal Matters And Contingencies Government Settlement [Table Text Block] | ' | |||||||
The following table presents the components of the U.S. Government settlement liability: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
U.S. Government settlement | $ | 5,500 | $ | 6,000 | ||||
Less current portion | -2,723 | - | ||||||
Long-term liability | $ | 2,777 | $ | 6,000 | ||||
Closing_of_Merger_and_Financin1
Closing of Merger and Financing Transaction (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Schedule Of Preliminary Purchase Price [Table Text Block] | ' | |||||||
The following table summarizes the purchase price (in thousands): | ||||||||
Value of common shares issued | $ | 21,278 | ||||||
Cash paid at closing | 250 | |||||||
Pre-acquisition amounts due from Baxano, net | 2,509 | |||||||
$ | 24,037 | |||||||
Schedule Of Preliminary Purchase Price Allocation [Table Text Block] | ' | |||||||
The following table summarizes the allocation of the purchase price to the net assets acquired (in thousands): | ||||||||
Cash and cash equivalents | $ | 279 | ||||||
Accounts receivable | 1,559 | |||||||
Inventory | 1,946 | |||||||
Other current assets | 234 | |||||||
Property and equipment | 866 | |||||||
Other long-term assets | 91 | |||||||
Intangible assets | 8,263 | |||||||
Goodwill | 16,043 | |||||||
Total assets acquired | 29,281 | |||||||
Accounts payable and other liabilities | -2,429 | |||||||
Term debt assumed | -2,815 | |||||||
Total purchase price | $ | 24,037 | ||||||
Schedule Of Preliminary Purchase Price Allocation Identifiable Intangible Assets [Table Text Block] | ' | |||||||
The following summarizes the intangible assets that were acquired and the period over which the Company will recognize amortization cost using the straight-line method (in thousands): | ||||||||
Amortization | ||||||||
Period | ||||||||
Amount | (Years) | |||||||
Trademark | $ | 420 | Indefinite | |||||
Product Trademarks | 845 | 15-17 | ||||||
Technology | 6,598 | 15-17 | ||||||
Customer Relationships | 400 | 10 | ||||||
$ | 8,263 | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||
The following table presents the pro forma results for the nine months ended (in thousands, except per share data): | ||||||||
September 30, | September 30, | |||||||
2013 | 2012 | |||||||
Revenue | $ | 17,352 | $ | 16,812 | ||||
Operating loss | $ | -31,369 | $ | -32,708 | ||||
Net loss | $ | -31,689 | $ | -33,085 | ||||
Net loss per common share | $ | -0.7 | $ | -0.73 | ||||
Description_of_Business_Detail
Description of Business (Details Textual) (USD $) | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | 31-May-13 | Dec. 31, 2012 |
Common Stock, Shares, Issued | 45,197,632 | 7,522,009 | 27,313,997 |
Common Stock Offer Price | ' | $2.28 | ' |
Proceeds from Issuance of Private Placement | $17.20 | ' | ' |
Private Placement [Member] | ' | ' | ' |
Common Stock, Shares, Issued | ' | 7,522,009 | ' |
Common Stock Offer Price | ' | $2.28 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Maximum [Member] | ' |
Finite-Lived Intangible Asset, Useful Life | '17 years |
Minimum [Member] | ' |
Finite-Lived Intangible Asset, Useful Life | '10 years |
Net_Loss_Per_Common_Share_Deta
Net Loss Per Common Share (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Weighted average stock options outstanding (in shares) | 4,219,918 | 3,409,083 | 3,648,463 | 3,224,660 |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Total cash and available for sale securities | $8,899 | $21,116 |
Cash and Cash Equivalents [Member] | ' | ' |
Total cash and available for sale securities | $8,899 | $21,116 |
Cash_and_Cash_Equivalents_Deta1
Cash and Cash Equivalents (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Restricted cash | $65 | $0 |
Accounts_Receivable_Net_Detail
Accounts Receivable, Net (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Gross accounts receivable | $5,544 | $3,419 |
Allowance for uncollectible accounts | -837 | -213 |
Total accounts receivable, net | $4,707 | $3,206 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finished goods | $4,622 | $3,048 |
Raw materials | 1,735 | 1,629 |
Work-in-process | 797 | 340 |
Total inventories | $7,154 | $5,017 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill | $16,043 | $0 |
Trademarks | 1,265 | 0 |
Technology | 6,598 | 0 |
Customer relationships | 400 | 0 |
Less: Amortization of intangible assets | -175 | 0 |
Total intangible assets | $8,088 | $0 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Bonus | $656 | $630 |
Commissions | 627 | 333 |
Vacation | 613 | 160 |
Severance | 451 | 5 |
Legal and professional fees | 271 | 129 |
Other | 684 | 391 |
Total accrued expenses | $3,302 | $1,648 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Term Loan | $2,815 | ' |
Balloon payment on Term Loan | 210 | ' |
Debt discount | -243 | ' |
Total long-term debt | 2,782 | ' |
Less: Current portion of long-term debt | 796 | 0 |
Total long-term debt, net of current portion | $1,986 | $0 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Debt Instrument, Maturity Date | 1-May-16 |
Term Loan Prepayment Description | 'Commencing December 2013, the Amended Loan Agreement provides for the amortization of principal (in the form of level $102,207 monthly payments of principal and interest for thirty months). The Term Loan will be required to be prepaid if the Term Loan is accelerated following an event of default. In addition, the Company is permitted to prepay the Term Loan in full at any time upon 15 days written notice to the Lenders. Upon the earliest to occur of the maturity date, acceleration of the Term Loan, or prepayment of the Term Loan, the Company is required to make a final payment equal to the original principal amount of the Term Loan multiplied by 7.00% (the Final Payment Fee). Any prepayment, whether mandatory or voluntary, must include the Final Payment Fee, the prepayment fee (equal to 2% of the principal amount prepaid if prepayment is made on or before May 31, 2015, or 1% of the principal amount prepaid if payment is made thereafter), interest at the default rate (which is the rate otherwise applicable plus 5%) with respect to any amounts past due, the Collateral Agents and the Lenders expenses, and all other obligations that are due and payable to the Collateral Agent and the Lenders. |
Subsequent Event [Member] | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 6.72% |
Net Proceeds From Sale Of Equity Securities | 10,000,000 |
Debt Instrument, Periodic Payment | 102,207 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
U.S. Government settlement | $5,500 | $6,000 |
Less current portion | -2,723 | 0 |
Long-term liability | $2,777 | $6,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Litigation Settlement Paid In Installments | ' | $6,000,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 2.00% | ' |
Legal Fees | ' | 192,000 | 1,700,000 |
Litigation Settlement, Expense | 6,000,000 | ' | ' |
Accrued Settlement and Legal Fees | $6,800,000 | $5,500,000 | ' |
Closing_of_Merger_and_Financin2
Closing of Merger and Financing Transaction (Details) (USD $) | 31-May-13 |
In Thousands, unless otherwise specified | |
Value of common shares issued | $21,278 |
Cash paid at closing | 250 |
Pre-acquisition amounts due from Baxano, net | 2,509 |
Total purchase price | $24,037 |
Closing_of_Merger_and_Financin3
Closing of Merger and Financing Transaction (Details 1) (USD $) | 31-May-13 |
In Thousands, unless otherwise specified | |
Cash and cash equivalents | $279 |
Accounts receivable | 1,559 |
Inventory | 1,946 |
Other current assets | 234 |
Property and equipment | 866 |
Other long-term assets | 91 |
Intangible assets | 8,263 |
Goodwill | 16,043 |
Total assets acquired | 29,281 |
Accounts payable and other liabilities | -2,429 |
Term debt assumed | -2,815 |
Total purchase price | $24,037 |
Closing_of_Merger_and_Financin4
Closing of Merger and Financing Transaction (Details 2) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | 31-May-13 |
Business Acquisition Purchase Price Allocation Intangible Assets | ' | $8,263 |
Customer Relationships [Member] | ' | ' |
Business Acquisition Purchase Price Allocation Intangible Assets | ' | 400 |
Finite-Lived Intangible Assets, Remaining Amortization Period | '10 years | ' |
Technology [Member] | ' | ' |
Business Acquisition Purchase Price Allocation Intangible Assets | ' | 6,598 |
Technology [Member] | Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | '17 years | ' |
Technology [Member] | Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | '15 years | ' |
Trademarks [Member] | ' | ' |
Business Acquisition Purchase Price Allocation Intangible Assets | ' | 420 |
Finite Lived Intangible Assets Remaining Amortization Period Description | 'Indefinite | ' |
Product Trademarks [Member] | ' | ' |
Business Acquisition Purchase Price Allocation Intangible Assets | ' | $845 |
Product Trademarks [Member] | Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | '17 years | ' |
Product Trademarks [Member] | Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | '15 years | ' |
Closing_of_Merger_and_Financin5
Closing of Merger and Financing Transaction (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | $5,650 | $3,198 | $12,627 | $10,441 |
Operating Loss | -7,855 | -5,751 | -23,424 | -17,770 |
Net Loss | -7,959 | -5,865 | -23,590 | -17,916 |
Loss per common share (in dollars Per Share) | ($0.18) | ($0.22) | ($0.67) | ($0.66) |
Pro Forma Results [Member] | ' | ' | ' | ' |
Revenue | ' | ' | 17,352 | 16,812 |
Operating Loss | ' | ' | -31,369 | -32,708 |
Net Loss | ' | ' | ($31,689) | ($33,085) |
Loss per common share (in dollars Per Share) | ' | ' | ($0.70) | ($0.73) |
Closing_of_Merger_and_Financin6
Closing of Merger and Financing Transaction (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 2 Months Ended | 9 Months Ended | |
31-May-13 | Sep. 30, 2013 | Dec. 31, 2012 | 31-May-13 | Sep. 30, 2013 | |
Bridge Loan [Member] | Bridge Loan [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10,329,035 | ' | ' | ' | ' |
Common Stock Deposited In Escrow Account | 796,772 | ' | ' | ' | ' |
Percentage Of Merger Consideration In Terms Of Stock | 7.50% | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | $17,200,000 | ' | ' | ' |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 16,000,000 | ' | ' | ' | ' |
Common Stock, Shares, Issued | 7,522,009 | 45,197,632 | 27,313,997 | ' | ' |
Common Stock Offer Price | $2.28 | ' | ' | ' | ' |
Business Acquisition Purchase Price Allocation Intangible Assets | 8,263,000 | ' | ' | ' | ' |
Proceeds From Issuance Of Bridge Notes | ' | ' | ' | $2,300,000 | ' |
Debt Instrument, Interest Rate During Period | ' | ' | ' | ' | 6.00% |
Escrow Shares Distributed To Security Holders | ' | 265,584 | ' | ' | ' |