Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 02, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Xtant Medical Holdings, Inc. | |
Entity Central Index Key | 1,453,593 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | XTNT | |
Entity Common Stock, Shares Outstanding | 12,135,150 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 4,668,355 | $ 6,368,016 |
Trade accounts receivable, net of allowance for doubtful accounts of $2,713,074 and $2,579,634, respectively | 14,923,488 | 15,385,218 |
Current inventories, net | 24,203,782 | 22,684,716 |
Prepaid and other current assets | 858,400 | 601,697 |
Total current assets | 44,654,025 | 45,039,647 |
Non-current inventories, net | 1,439,254 | 1,607,915 |
Property and equipment, net | 13,773,495 | 11,816,629 |
Goodwill | 41,534,626 | 41,534,626 |
Intangible assets, net | 39,219,422 | 40,237,289 |
Other assets | 770,297 | 791,221 |
Total Assets | 141,391,119 | 141,027,327 |
Current Liabilities: | ||
Accounts payable | 12,389,147 | 9,386,531 |
Accounts payable - related party | 2,138,842 | 1,406,763 |
Accrued liabilities | 9,993,541 | 9,595,851 |
Warrant derivative liability | 1,031,661 | 1,050,351 |
Current portion of capital lease obligations | 30,150 | 35,139 |
Total current liabilities | 25,583,341 | 21,474,635 |
Long-term Liabilities: | ||
Capital lease obligation, less current portion | 4,804 | 7,800 |
Long-term convertible debt, less issuance costs | 66,507,709 | 66,436,647 |
Long-term debt, less issuance costs | 45,934,028 | 44,231,718 |
Total Liabilities | $ 138,029,882 | $ 132,150,800 |
Commitments and Contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.000001 par value; 5,000,000 shares authorized; no shares issued and outstanding | $ 0 | $ 0 |
Common stock, $0.000001 par value; 95,000,000 shares authorized; 11,897,601 shares issued and outstanding as of March 31, 2016 and December 31, 2015 | 11 | 11 |
Additional paid-in capital | 81,998,270 | 81,917,488 |
Accumulated deficit | (78,637,044) | (73,040,972) |
Total stockholders’ equity | 3,361,237 | 8,876,527 |
Total liabilities & stockholders’ equity | $ 141,391,119 | $ 141,027,327 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $ 2,713,074 | $ 2,579,634 |
Preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 11,897,601 | 11,897,601 |
Common Stock, shares outstanding | 11,897,601 | 11,897,601 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||
Orthopedic product sales | $ 20,808,035 | $ 9,277,047 |
Other revenue | 169,300 | 226,067 |
Total Revenue | 20,977,335 | 9,503,114 |
Cost of Sales | 6,877,267 | 3,472,477 |
Gross Profit | 14,100,068 | 6,030,637 |
Operating Expenses | ||
General and administrative | 3,484,712 | 2,425,167 |
Sales and marketing | 10,512,966 | 4,713,672 |
Research and development | 899,575 | 433,561 |
Depreciation and amortization | 1,208,334 | 124,111 |
Acquisition and integration related expenses (Note 2) | 301,773 | 0 |
Non-cash consulting expense | 55,296 | 66,796 |
Total Operating Expenses | 16,462,656 | 7,763,307 |
Loss from Operations | (2,362,588) | (1,732,670) |
Other Income (Expense) | ||
Interest expense | (2,827,174) | (1,435,578) |
Change in warrant derivative liability | 18,690 | (462,208) |
Non-cash consideration associated with stock purchase agreement | 0 | (558,185) |
Other income (expense) | (425,000) | 11,837 |
Total Other Income (Expense) | (3,233,484) | (2,444,134) |
Net Loss from Operations | $ (5,596,072) | $ (4,176,804) |
Net loss per share: | ||
Basic | $ (0.47) | $ (0.62) |
Dilutive | $ (0.47) | $ (0.62) |
Shares used in the computation: | ||
Basic | 11,897,601 | 6,689,530 |
Dilutive | 11,897,601 | 6,689,530 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net loss | $ (5,596,072) | $ (4,176,804) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,779,986 | 235,124 |
Non-cash interest | 2,822,980 | 135,002 |
Non-cash consideration associated with stock purchase agreement | 0 | 558,185 |
Gain on sale of fixed assets | 0 | (16,415) |
Amortization of debt discount | 0 | 424,387 |
Non-cash consulting expense/stock option expense | 136,079 | 229,984 |
Provision for losses on accounts receivable and inventory | (72,313) | (209,891) |
Change in derivative warrant liability | (18,690) | 462,208 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 328,290 | (993,821) |
Inventories | (1,144,652) | 147,747 |
Prepaid and other assets | (235,779) | (152,026) |
Accounts payable | 3,734,694 | 610,718 |
Accrued liabilities | (707,214) | 667,326 |
Net cash used in operating activities | 1,027,309 | (2,078,276) |
Investing activities: | ||
Purchases of property and equipment and intangible assets | (2,718,985) | (48,768) |
Proceeds from sale of fixed assets | 0 | 16,415 |
Net cash used in investing activities | (2,718,985) | (32,353) |
Financing activities: | ||
Payments on long-term debt | 0 | (171,687) |
Payments on capital leases | (7,985) | (36,335) |
Net proceeds from issuance of stock | 0 | 750,000 |
Net cash provided by financing activities | (7,985) | 541,978 |
Net change in cash and cash equivalents | (1,699,661) | (1,568,651) |
Cash and cash equivalents at beginning of period | 6,368,016 | 4,468,208 |
Cash and cash equivalents at end of period | $ 4,668,355 | $ 2,899,557 |
Business Description and Summar
Business Description and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Summary of Significant Accounting Policies | (1) Business Description and Summary of Significant Accounting Policies The accompanying condensed consolidated financial statements include the accounts of Xtant Medical Holdings, Inc. (“Xtant”), formerly known as Bacterin International Holdings, Inc., a Delaware corporation, and its wholly owned subsidiaries, Bacterin International, Inc., (“Bacterin”) a Nevada corporation, Xtant Medical, Inc., a Delaware corporation, and X-Spine Systems, Inc. (“X-spine”), an Ohio corporation, (Xtant, Bacterin and X-spine are jointly referred to herein as the “Company”). All intercompany balances and transactions have been eliminated in consolidation. Xtant develops, manufactures and markets orthopedic products for domestic and international markets. Xtant products serve the combined specialized needs of orthopedic and neurological surgeons, including orthobiologics for the promotion of bone healing, implants and instrumentation for the treatment of spinal disease, tissue grafts for the treatment of orthopedic disorders to promote healing following spine, cranial and surgeries and the development, manufacturing and sale of medical devices for use in orthopedic spinal surgeries. The Company also previously developed and licensed coatings for various medical device applications. On July 31, 2015, Xtant acquired all of the outstanding capital stock of X-spine Systems, Inc. for approximately $ 60 13 4.24 The markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company’s operating results. The Company’s business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution methods, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available donors could have an adverse impact on our business. The accompanying interim condensed consolidated financial statements of Xtant for the quarters ended March 31, 2016 and 2015 are unaudited and are 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 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 which may be achieved in the future for the full year ending December 31, 2016. These financial statements should be read in conjunction with the financial statements and notes thereto which are included in Xtant’s Annual Report on Form 10-K for the year ended December 31, 2015. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. The Company’s accounts receivable are due from a variety of health care organizations and distributors throughout the world. Approximately 93 97 In the quarter ended March 31, 2016, Xtant purchased from Norwood Medical approximately 18 Quarter Ended 2016 2015 United States $ 19,604,142 $ 9,258,210 Rest of world 1,373,193 244,904 Total revenue $ 20,977,335 $ 9,503,114 The preparation of the 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 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; valuation of the warrant derivative liability, inventory, royalty liability, and estimates for the fair value of stock options grants and other equity awards upon which the Company determines stock-based compensation expense. Actual results could differ from those estimates. Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. (See Note 5, “Impairment of Assets” below.) 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 such asset may not be recoverable. In its evaluation of goodwill, the Company performs an assessment of qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment. The Company conducts its annual impairment test on December 31 of each year. Revenue is recognized when all of the following criteria are met: a) the Company has entered into a legally binding agreement with the customer; b) the products or services have been delivered; c) the Company’s fee for providing the products and services is fixed or determinable; and d) collection of the Company’s fee is probable. The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. If an arrangement includes a right of acceptance or a right to cancel, revenue is recognized when acceptance is received or the right to cancel has expired. The Company ships to certain customers under consignment arrangements whereby the Company’s product is stored by the customer. The customer is required to report the use to the Company and upon such notice, the Company invoices the customer and revenue is recognized when above criteria have been met. 1 The Company expenses advertising costs as incurred. The Company had advertising expense of $ 100,298 2,658 Research and development costs, which are principally related to internal costs for the development of new devices and biologics and processes are expensed as incurred. Other Income (Expense) Other income (expense) primarily consists of non-recurring items that are outside of the normal Company’s operations such as other related legal expenses, gain or loss on the sale of fixed assets and miscellaneous minor adjustments to account balances. Net Loss Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares 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 common shares 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 quarters ended March 31, 2016 and 2015, 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 their effects of including 1,861,272 2,186,361 The carrying values of financial instruments, including trade accounts receivable, accounts payable, other accrued expenses and long-term debt, approximate their fair values based on terms and related interest rates. The Company follows a framework for measuring fair value. The framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. During the quarters ended March 31, 2016 and 2015, there was no reclassification in financial assets or liabilities between Level 1, 2 or 3 categories. As of As of Level 1 - - Level 2 - - Level 3 $ 1,031,661 $ 1,050,351 The valuation technique used to measure fair value of the warrant liability is based on a valuation model and significant assumptions and inputs determined by us (See Note 11, “Warrants” below). Level 3 Changes Warrant derivative liability Balance at January 1, 2016 $ 1,050,351 Gain recognized in earnings (18,690) Balance at March 31, 2016 $ 1,031,661 During the quarter ended March 31, 2016, the Company did not change any of the valuation techniques used to measure its liabilities at fair value. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination | (2) Business Combination On July 31, 2015 (the “Acquisition Date”), the Company completed its acquisition of 100% of the outstanding common stock of X-spine. During the quarter ended March 31, 2016, the Company recorded $ 101,796 Unaudited Supplemental Pro Forma Financial Information The unaudited pro forma results presented below for the quarter ending March 31, 2015 Quarter ended March 31, 2016 2015 Revenue $ 20,977,335 $ 21,728,361 Net loss $ (5,596,072) $ (6,030,923) |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity | (3) Equity We entered into the Purchase Agreement on March 16, 2015, as amended and restated on April 17, 2015, with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $ 10.0 207,182 750,000 154,189 3.62 558,185 417,000 1,366,941 Under the Purchase Agreement, we have the right, at our sole discretion, to present Aspire Capital with purchase notices, directing Aspire Capital (as principal) to purchase up to 50,000 500,000 ⋅ the lowest sale price of our common stock on the purchase date; or ⋅ the arithmetic average of the three lowest closing sale prices for our common stock during the ten consecutive trading days ending on the trading day immediately preceding the purchase date. In addition, we also have the right to present Aspire Capital with volume-weighted average price purchase notices directing Aspire Capital to purchase an amount of our common stock equal to up to 30 The Purchase Agreement may be terminated by us at any time, at our discretion, without any penalty or cost to us. The Purchase Agreement also provides for customary events of default, upon the occurrence of which Aspire Capital may terminate the Purchase Agreement. Aspire Capital has agreed that neither it nor any of its agents, representatives or affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Purchase Agreement. Any proceeds we receive under the Purchase Agreement are expected to be used for working capital and general corporate purposes. On July 31, 2015, the Company acquired all of the outstanding capital stock of X-spine for approximately $ 60 13 4,242,655 Related to the acquisition, on October 8, 2015 the Company granted 78,510 3.19 250,447 On September 4, 2015, the Company sold an aggregate of 140,053 515,395 |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | (4) Inventories, Net March 31, December 31, 2016 2015 Current inventories Raw materials $ 5,121,627 $ 4,860,914 Work in process 2,342,015 2,720,707 Finished goods 19,720,966 18,289,674 Gross current inventories 27,184,608 25,871,295 Reserve for obsolescence (2,980,826) (3,186,579) Current inventories, net 24,203,782 22,684,716 Non-current inventories Finished goods 1,852,417 2,021,077 Reserve for obsolescence (413,163) (413,162) Non-current inventories, net 1,439,254 1,607,915 Total inventories, net $ 25,643,036 $ 24,292,631 |
Impairment of Assets
Impairment of Assets | 3 Months Ended |
Mar. 31, 2016 | |
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | |
Impairment of Assets | (5) Impairment of Assets During the third quarter of 2015, Intangible Assets were reviewed and found to be impaired. The impact, net of amortization, was $ 285,224 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | (6) Property and Equipment, Net March 31, December 31, 2016 2015 Equipment $ 5,620,218 $ 5,368,567 Computer equipment 348,404 348,404 Computer software 503,587 503,587 Furniture and fixtures 174,215 174,215 Leasehold improvements 2,665,102 2,661,802 Vehicles 10,000 10,000 Surgical instruments 10,518,986 8,175,578 Total cost 19,840,512 17,242,153 Less: accumulated depreciation (6,067,017) (5,425,524) Property and equipment, net $ 13,773,495 $ 11,816,629 The Company provides surgical instruments to surgeons to use during surgical procedures. Instruments are classified as non-current assets and are recorded as property, plant and equipment. Instruments are carried at cost and are held at book value (cost less accumulated depreciation). Depreciation is calculated using the straight-line method using a five year useful life. The Company leases certain equipment under capital leases. For financial reporting purposes, minimum lease payments relating to the assets have been capitalized. As of March 31, 2016, the Company has recorded $ 349,162 164,477 Maintenance and repairs expense for the first quarter of 2016 and 2015 was $ 118,163 99,523 658,176 165,403 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (7) Intangible Assets Intangible assets consist of various patents with regard to processes for its products and intangible assets associated with the acquisition of X-spine. March 31, December 31, Patents 668,662 564,717 Acquisition related intangibles: Technology 28,698,700 28,698,700 Customer relationships 9,911,000 9,911,000 Tradename 4,543,300 4,543,300 Non-compete 40,500 40,500 Accumulated amortization (4,642,740) (3,520,928) Intangible assets, net $ 39,219,422 $ 40,237,289 Aggregate amortization expense: $ 1,121,812 $ 3,438,596 Remainder of 2016 $ 3,375,093 2017 4,660,413 2018 4,675,523 2019 4,566,322 2020 4,480,933 Thereafter 17,461,138 Total $ 39,219,422 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | (8) Accrued Liabilities March 31, December 31, 2016 2015 Accrued stock compensation $ 202,333 $ 147,037 Wages/commissions payable 3,445,716 3,994,714 Accrued integration expense 347,814 646,860 Accrued interest payable 2,761,083 1,716,167 Other accrued expenses 3,236,595 3,091,073 Accrued liabilities $ 9,993,541 $ 9,595,851 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | (9) Long-Term Debt On July 31, 2015, concurrent with the acquisition of X-spine, we completed an offering of $ 65.0 6.00 52.0 3 The Notes bear interest at a rate equal to 6.00 July 15, 2021 At any time prior to the close of business on the second business day immediately preceding the maturity date, holders may convert their Notes into shares of Xtant common stock (together with cash in lieu of fractional shares) at an initial conversion rate of 257.5163 1,000 3.88 ⋅ the issuance of certain share and cash dividends on our common stock; ⋅ the issuance of certain rights or warrants; ⋅ certain subdivisions and combinations of our capital stock; ⋅ certain distributions of capital stock, indebtedness or assets; and ⋅ certain tender or exchange offers. We will not adjust the conversion rate for other events, such as for an issuance of our common stock for cash or in connection with an acquisition that may dilute our common stock thereby adversely affecting its market price. In addition, Xtant will, in certain circumstances, increase the conversion rate for holders who convert their Notes in connection with a “make-whole fundamental change” (as defined in the Indenture). No sinking fund is provided for the Notes. Xtant may not redeem the Notes at its option prior to their maturity. If a “fundamental change” (as defined in the Indenture) occurs, holders will have the right, at their option, to require us to repurchase their Notes at a cash price equal to 100 The Notes are Xtant’s senior, unsecured obligations, rank equal in right of payment with its existing and future unsecured indebtedness that is not junior to the Notes, are senior in right of payment to any of its existing and future indebtedness that is expressly subordinated to the Notes, and are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent Xtant is not a holder thereof) preferred equity, if any, of its subsidiaries. Amended and Restated Credit Agreement On July 31, 2015, we refinanced approximately $ 24 18 July 31, 2020 We accounted for the Notes and for the New Facility with ROS in accordance with ASC Subtopic 470-50, Debt Modifications and Extinguishments, and ASC Subtopic 470-60, Troubled Debt Restructurings by Debtors. Based on the facts and circumstances surrounding the changes to the loan and applying the calculation methodology per the above mentioned ASC Subtopics, the Company recognized a gain from the extinguishment of debt of $ 2,345,019 In addition, the Company calculated a fair value of the New Facility on a non-recurring basis by taking the five year cash flow and discounting it at a market interest rate. There was no significant difference between the calculated value and the stated value of the New Facility. Approximately $ 4.8 2.2 2.5 In April 2015, the FASB issued ASU 2015-3 to simplify the presentation of debt issuance costs. This update required that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with the required presentation for debt discounts. As required, the update was adopted and effective for interim and annual periods beginning after December 15, 2015. ASU 2015-3 did not have a material impact. Prior to the issuance of the New Facility, the Company was required to pay a 7.4 12.3 2.3 On March 31, 2016, we entered into an amendment of the New Facility. The amendment modifies the New Facility by extending the time frame during which the Company may elect to allow interest to accrue on its loan in lieu of making interest payments, from December 31, 2015 to March 31, 2016. The amendment also lowers the minimum liquidity requirements of the Company, by allowing the Company to maintain a liquidity amounts of $500,000 or greater through June 30, 2016. At all times after June 30, 2016 and until January 1, 2017, the Company is required to maintain a liquidity amount of $2,500,000 or greater. March 31, December 31, 2016 2015 Loan payable to ROS Acquisition Offshore (See details above) $ 42,000,000 $ 42,000,000 PIK Interest payable to ROS 4,376,744 2,700,476 6% convertible senior unsecured notes due 2021 (See details above) 68,000,000 68,000,000 Gross long-term debt 114,376,744 112,700,476 Less: capitalized debt issuance costs (1,935,007) (2,032,111) Long-term debt, less issuance costs $ 112,441,737 $ 110,668,365 Remainder of 2016 $ - 2017 - 2018 - 2019 - 2020 46,376,744 Thereafter 68,000,000 Total $ 114,376,744 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | (10) Stock-Based Compensation The Amended and Restated Xtant Medical Equity Incentive Plan (the “Plan”) provides for stock awards, including options and performance stock awards, to be granted to employees, consultants, independent contractors, officers and directors. The purpose of the Plan is to enable us to attract, retain and motivate key employees, directors and, on occasion, independent consultants, by providing them with stock options and restricted stock grants. Stock options granted under the Plan may be either incentive stock options to employees, as defined in Section 422A of the Internal Revenue Code of 1986, or non-qualified stock options. The Plan is administered by the compensation committee of our Board of Directors. Stock options granted under the Plan are generally not transferable, vest in installments over the requisite service period and are exercisable during the stated contractual term of the option only by such optionee. The exercise price of all incentive stock options granted under the Plan must be at least equal to the fair market value of the shares of common stock on the date of the grant. 1,400,000 470,000 Stock compensation expense recognized in the condensed consolidated statements of operations for the quarters ended March 31, 2016 and 2015 is based on awards ultimately expected to vest and reflects an estimate of awards that will be forfeited. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Quarter Ended Quarter Ended March 31, 2016 March 31, 2015 Risk-free interest rate 2.37 % 2.38 % Expected volatility 76 % 64 % Expected term 6.1 Years 6.1 Years Expected forfeiture rate 20 % 20 % Dividend yield 0 % 0 % 2016 2015 Weighted Weighted Weighted Average Weighted Average Average Value at Average Value at Shares Price Date Shares Price Date Outstanding at January 1 664,081 $ 10.64 $ 5.32 695,336 $ 11.09 $ 5.35 Granted - - - - - - Exercised - - - - - - Cancelled or expired (81,375) 8.93 4.13 - - - Outstanding at March 31 582,706 $ 10.88 $ 5.48 695,336 $ 11.09 $ 5.35 Exercisable at March 31 366,003 $ 13.39 $ 6.40 322,381 $ 14.97 $ 6.89 The aggregate intrinsic value of options outstanding as of March 31, 2016 was zero because the closing price of the stock at March 31, 2016 was less than the strike price of all options outstanding. As of March 31, 2016, there were 216,703 3.94 532,000 From time to time we may grant stock options and stock grants to consultants. We account for consultant stock options in accordance with ASC 505-50. Consulting expense for the grant of stock options to consultants is determined based on the estimated fair value of the stock options at the measurement date as defined in ASC 505-50 and is recognized over the vesting period. The Company recognized expenses for the quarters ended March 31, 2016 and 2015 of zero and $ 66,796 Total share based compensation recognized for employees, directors and consultants was $ 161,123 229,994 On July 1, 2015, the 39,312 4.07 160,000 On July 1, 2015, the Company granted 58,820 3.40 200,000 50,000 On October 8, 2015 the Company granted 78,510 3.19 250,447 25,045 Also, on October 8, 2015, the Company granted 20,000 3.19 65,550 5,296 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | (11) Warrants Weighted Common Average Stock Exercise Warrants Price Outstanding as of January 1, 2015 1,655,320 $ 13.06 Issued - - Expired (376,754) 22.87 Outstanding at January 1, 2016 1,278,566 $ 8.45 Issued - - Expired - - Outstanding at March 31, 2016 1,278,566 $ 8.45 We utilize a valuation model to determine the fair market value of the warrants accounted for as liabilities. The valuation model accommodates the probability of exercise price adjustment features as outlined in the warrant agreements. We recorded an unrealized gain of $ 18,690 The estimated fair value was derived using a valuation model with the following weighted-average assumptions: Quarter Ended March 31, 2016 2015 Value of underlying common stock (per share) $ 2.71 $ 3.03 Risk free interest rate 1.00 % 1.30 % Expected term 3.75 Years 4.75 Years Volatility 76 % 64 % Dividend yield 0 % 0 % 2016 2015 Balance at January 1, 1,125,119 1,171,692 Derivative warrants issued - - Derivative warrants exercised - - Expired - - Balance at March 31, 1,125,119 1,171,692 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies Operating Leases We lease four office facilities under non-cancelable operating lease agreements with expiration dates in 2016, 2019, 2023 and 2025. We have the option to extend the four leases for up to another ten year term and for one facility, we have the right of first refusal on any sale. We lease additional office space under a month-to-month arrangement. On October 23, 2015, the Company entered into a sale-leaseback transaction for the property located at 664 Cruiser Lane, Belgrade, Montana, 59714 which formerly secured the 6 Remainder of 2016 $ 548,257 2017 451,327 2018 462,678 2019 348,141 2020 342,638 Thereafter 1,386,653 Total $ 3,539,694 Rent expense was $ 230,007 83,613 Indemnifications Our 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 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. Litigation On March 17, 2014, a complaint was served on the Company in the following state court action in the District Court for the County of Arapahoe, State of Colorado: Robert Taggart v. Guy Cook, Bacterin International, Inc., a Nevada Corporation and Bacterin International Holdings, Inc., a Delaware corporation, Civil Action No. 14CV30401. The complaint involves claims under an employment agreement between plaintiff and the Company seeking commissions on Company sales, a commission on funds obtained by the Company as a result of a reverse merger and vesting of certain stock options and was settled in the quarter ending March 31, 2016. We are also engaged in ordinary routine litigation incidental to our business, including product liability disputes. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (13) 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 quarters ended March 31, 2016 and 2015. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | (14) Supplemental Disclosure of Cash Flow Information Quarter Ended March 31, 2016 2015 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 4,194 $ 801,844 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (15) Related Party Transactions Darrel Holmes, our former Chief Operating Officer of our Bacterin subsidiary, serves on the board of American Donor Services Inc. (“ADS”). Mr. Holmes receives $ 5,000 270,035 452,874 Certain of X-spine’s former shareholders now own over 10% of our common stock as of the Acquisition Date, and have owned a controlling interest of X-spine’s largest supplier, Norwood Tool Company d/b/a Norwood Medical. In the first quarter of 2016, Xtant purchased from Norwood Medical approximately 18% of its operating products. Unless delegated to the Compensation Committee by the Board of Directors, the Audit Committee or the disinterested members of the full Board of Directors reviews and approves all related party transactions. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | (16) 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. Total revenue by major geographic area is reported in Note 1, “Business Description and Summary of Significant Accounting Policies” above. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | (17) Subsequent Events Concurrent with the acquisition of X-spine, in 2015, we borrowed an additional $ 18.0 68.0 On March 31, 2016, the Notes agreement was amended to lower the minimum required liquidity amount to at least $500,000 prior to June 30, 2016. At all times after June 30, 2016 and until January 1, 2017, we are required to maintain a minimum liquidity amount of $2,500,000 or greater. 2,238,166.45 2,238,166.45 Both the Promissory Notes and the Notes bear interest at a rate equal to 6.00 July 15, 2021 The Notes may be converted into shares of our common stock (together with cash in lieu of fractional shares) at an initial conversion rate of 344.8276 1,000 2.90 On March 31, 2016, the ROS credit agreement was amended to allow the creditor to convert the interest payment due of $ 1,005,760.71 |
Business Description and Summ23
Business Description and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | Business Description The accompanying condensed consolidated financial statements include the accounts of Xtant Medical Holdings, Inc. (“Xtant”), formerly known as Bacterin International Holdings, Inc., a Delaware corporation, and its wholly owned subsidiaries, Bacterin International, Inc., (“Bacterin”) a Nevada corporation, Xtant Medical, Inc., a Delaware corporation, and X-Spine Systems, Inc. (“X-spine”), an Ohio corporation, (Xtant, Bacterin and X-spine are jointly referred to herein as the “Company”). All intercompany balances and transactions have been eliminated in consolidation. Xtant develops, manufactures and markets orthopedic products for domestic and international markets. Xtant products serve the combined specialized needs of orthopedic and neurological surgeons, including orthobiologics for the promotion of bone healing, implants and instrumentation for the treatment of spinal disease, tissue grafts for the treatment of orthopedic disorders to promote healing following spine, cranial and surgeries and the development, manufacturing and sale of medical devices for use in orthopedic spinal surgeries. The Company also previously developed and licensed coatings for various medical device applications. On July 31, 2015, Xtant acquired all of the outstanding capital stock of X-spine Systems, Inc. for approximately $ 60 13 4.24 The markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company’s operating results. The Company’s business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution methods, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available donors could have an adverse impact on our business. The accompanying interim condensed consolidated financial statements of Xtant for the quarters ended March 31, 2016 and 2015 are unaudited and are 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 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 which may be achieved in the future for the full year ending December 31, 2016. These financial statements should be read in conjunction with the financial statements and notes thereto which are included in Xtant’s Annual Report on Form 10-K for the year ended December 31, 2015. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. |
Concentrations and Credit Risk | Concentrations and Credit Risk The Company’s accounts receivable are due from a variety of health care organizations and distributors throughout the world. Approximately 93 97 In the quarter ended March 31, 2016, Xtant purchased from Norwood Medical approximately 18 Quarter Ended 2016 2015 United States $ 19,604,142 $ 9,258,210 Rest of world 1,373,193 244,904 Total revenue $ 20,977,335 $ 9,503,114 |
Use of Estimates | Use of Estimates The preparation of the 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 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; valuation of the warrant derivative liability, inventory, royalty liability, and estimates for the fair value of stock options grants 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 Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. (See Note 5, “Impairment of Assets” below.) |
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 such asset may not be recoverable. In its evaluation of goodwill, the Company performs an assessment of qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment. The Company conducts its annual impairment test on December 31 of each year. |
Revenue Recognition | Revenue Recognition Revenue is recognized when all of the following criteria are met: a) the Company has entered into a legally binding agreement with the customer; b) the products or services have been delivered; c) the Company’s fee for providing the products and services is fixed or determinable; and d) collection of the Company’s fee is probable. The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. If an arrangement includes a right of acceptance or a right to cancel, revenue is recognized when acceptance is received or the right to cancel has expired. The Company ships to certain customers under consignment arrangements whereby the Company’s product is stored by the customer. The customer is required to report the use to the Company and upon such notice, the Company invoices the customer and revenue is recognized when above criteria have been met. 1 |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. The Company had advertising expense of $ 100,298 2,658 |
Research and Development | Research and Development Research and development costs, which are principally related to internal costs for the development of new devices and biologics and processes are expensed as incurred. |
Other Income (Expense) | Other Income (Expense) Other income (expense) primarily consists of non-recurring items that are outside of the normal Company’s operations such as other related legal expenses, gain or loss on the sale of fixed assets and miscellaneous minor adjustments to account balances. |
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 common shares 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 common shares 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 quarters ended March 31, 2016 and 2015, 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 their effects of including 1,861,272 2,186,361 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of financial instruments, including trade accounts receivable, accounts payable, other accrued expenses and long-term debt, approximate their fair values based on terms and related interest rates. The Company follows a framework for measuring fair value. The framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. During the quarters ended March 31, 2016 and 2015, there was no reclassification in financial assets or liabilities between Level 1, 2 or 3 categories. As of As of Level 1 - - Level 2 - - Level 3 $ 1,031,661 $ 1,050,351 The valuation technique used to measure fair value of the warrant liability is based on a valuation model and significant assumptions and inputs determined by us (See Note 11, “Warrants” below). Level 3 Changes Warrant derivative liability Balance at January 1, 2016 $ 1,050,351 Gain recognized in earnings (18,690) Balance at March 31, 2016 $ 1,031,661 During the quarter ended March 31, 2016, the Company did not change any of the valuation techniques used to measure its liabilities at fair value. |
Business Description and Summ24
Business Description and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenues by Geographic Region | Revenue by geographical region is as follows: Quarter Ended 2016 2015 United States $ 19,604,142 $ 9,258,210 Rest of world 1,373,193 244,904 Total revenue $ 20,977,335 $ 9,503,114 |
Schedule of Assets and Liabilities Measured on Recurring Basis | The following table sets forth by level, within the fair value hierarchy, our liabilities as of March 31, 2016 and December 31, 2015, that are measured at fair value on a recurring basis: As of As of Level 1 - - Level 2 - - Level 3 $ 1,031,661 $ 1,050,351 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the quarter ended March 31, 2016: Warrant derivative liability Balance at January 1, 2016 $ 1,050,351 Gain recognized in earnings (18,690) Balance at March 31, 2016 $ 1,031,661 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | Quarter ended March 31, 2016 2015 Revenue $ 20,977,335 $ 21,728,361 Net loss $ (5,596,072) $ (6,030,923) |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: March 31, December 31, 2016 2015 Current inventories Raw materials $ 5,121,627 $ 4,860,914 Work in process 2,342,015 2,720,707 Finished goods 19,720,966 18,289,674 Gross current inventories 27,184,608 25,871,295 Reserve for obsolescence (2,980,826) (3,186,579) Current inventories, net 24,203,782 22,684,716 Non-current inventories Finished goods 1,852,417 2,021,077 Reserve for obsolescence (413,163) (413,162) Non-current inventories, net 1,439,254 1,607,915 Total inventories, net $ 25,643,036 $ 24,292,631 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net are as follows: March 31, December 31, 2016 2015 Equipment $ 5,620,218 $ 5,368,567 Computer equipment 348,404 348,404 Computer software 503,587 503,587 Furniture and fixtures 174,215 174,215 Leasehold improvements 2,665,102 2,661,802 Vehicles 10,000 10,000 Surgical instruments 10,518,986 8,175,578 Total cost 19,840,512 17,242,153 Less: accumulated depreciation (6,067,017) (5,425,524) Property and equipment, net $ 13,773,495 $ 11,816,629 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table sets forth information regarding intangible assets: March 31, December 31, Patents 668,662 564,717 Acquisition related intangibles: Technology 28,698,700 28,698,700 Customer relationships 9,911,000 9,911,000 Tradename 4,543,300 4,543,300 Non-compete 40,500 40,500 Accumulated amortization (4,642,740) (3,520,928) Intangible assets, net $ 39,219,422 $ 40,237,289 Aggregate amortization expense: $ 1,121,812 $ 3,438,596 |
Schedule of Estimated Amortization Expense for Intangible Assets | The following is a summary of estimated future amortization expense for intangible assets as of March 31, 2016: Remainder of 2016 $ 3,375,093 2017 4,660,413 2018 4,675,523 2019 4,566,322 2020 4,480,933 Thereafter 17,461,138 Total $ 39,219,422 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: March 31, December 31, 2016 2015 Accrued stock compensation $ 202,333 $ 147,037 Wages/commissions payable 3,445,716 3,994,714 Accrued integration expense 347,814 646,860 Accrued interest payable 2,761,083 1,716,167 Other accrued expenses 3,236,595 3,091,073 Accrued liabilities $ 9,993,541 $ 9,595,851 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: March 31, December 31, 2016 2015 Loan payable to ROS Acquisition Offshore (See details above) $ 42,000,000 $ 42,000,000 PIK Interest payable to ROS 4,376,744 2,700,476 6% convertible senior unsecured notes due 2021 (See details above) 68,000,000 68,000,000 Gross long-term debt 114,376,744 112,700,476 Less: capitalized debt issuance costs (1,935,007) (2,032,111) Long-term debt, less issuance costs $ 112,441,737 $ 110,668,365 |
Schedule of Maturities of Long-term Debt | The following is a summary of maturities due on the debt as of March 31, 2016: Remainder of 2016 $ - 2017 - 2018 - 2019 - 2020 46,376,744 Thereafter 68,000,000 Total $ 114,376,744 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The estimated fair value of stock options granted is done using the Black-Scholes-Merton method applied to individual grants. Key assumptions used to estimate the fair value of stock awards are as follows: Quarter Ended Quarter Ended March 31, 2016 March 31, 2015 Risk-free interest rate 2.37 % 2.38 % Expected volatility 76 % 64 % Expected term 6.1 Years 6.1 Years Expected forfeiture rate 20 % 20 % Dividend yield 0 % 0 % |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity, including options granted under the Plan and the Non-Plan Grants, was as follows: 2016 2015 Weighted Weighted Weighted Average Weighted Average Average Value at Average Value at Shares Price Date Shares Price Date Outstanding at January 1 664,081 $ 10.64 $ 5.32 695,336 $ 11.09 $ 5.35 Granted - - - - - - Exercised - - - - - - Cancelled or expired (81,375) 8.93 4.13 - - - Outstanding at March 31 582,706 $ 10.88 $ 5.48 695,336 $ 11.09 $ 5.35 Exercisable at March 31 366,003 $ 13.39 $ 6.40 322,381 $ 14.97 $ 6.89 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | The following table summarizes our warrant activities for the quarter ended March 31, 2016: Weighted Common Average Stock Exercise Warrants Price Outstanding as of January 1, 2015 1,655,320 $ 13.06 Issued - - Expired (376,754) 22.87 Outstanding at January 1, 2016 1,278,566 $ 8.45 Issued - - Expired - - Outstanding at March 31, 2016 1,278,566 $ 8.45 |
Schedule of Warrant Valuation Assumptions | The estimated fair value was derived using a valuation model with the following weighted-average assumptions: Quarter Ended March 31, 2016 2015 Value of underlying common stock (per share) $ 2.71 $ 3.03 Risk free interest rate 1.00 % 1.30 % Expected term 3.75 Years 4.75 Years Volatility 76 % 64 % Dividend yield 0 % 0 % |
Schedule of Warrants Activities Used In Derivative Liability | The following table summarizes our activities related to warrants accounted for as a derivative liability for the quarter ended March 31, 2016 and 2015: 2016 2015 Balance at January 1, 1,125,119 1,171,692 Derivative warrants issued - - Derivative warrants exercised - - Expired - - Balance at March 31, 1,125,119 1,171,692 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum payments for the next five years and thereafter as of March 31, 2016, under these leases, are as follows: Remainder of 2016 $ 548,257 2017 451,327 2018 462,678 2019 348,141 2020 342,638 Thereafter 1,386,653 Total $ 3,539,694 |
Supplemental Disclosure of Ca34
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental cash flow information is as follows: Quarter Ended March 31, 2016 2015 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 4,194 $ 801,844 |
Business Description and Summ35
Business Description and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total revenue | $ 20,977,335 | $ 9,503,114 |
US [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total revenue | 19,604,142 | 9,258,210 |
Rest of world [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total revenue | $ 1,373,193 | $ 244,904 |
Business Description and Summ36
Business Description and Summary of Significant Accounting Policies (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liability | $ 1,031,661 | $ 1,050,351 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liability | $ 1,031,661 | $ 1,050,351 |
Business Description and Summ37
Business Description and Summary of Significant Accounting Policies (Details 2) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at January 1, 2016 | $ 1,050,351 |
Gain recognized in earnings | (18,690) |
Balance at March 31, 2016 | $ 1,031,661 |
Business Description and Summ38
Business Description and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Advertising Expense | $ 100,298 | $ 2,658 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,861,272 | 2,186,361 | |
Royalty Revenue Description | The Company also receives royalty revenue from third parties related to licensing agreements, which represented less than 1% of total revenue for the quarters ended March 31, 2016 and 2015. | ||
Business Combination, Consideration Transferred | $ 60,000,000 | ||
Debt [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other Payments to Acquire Businesses | $ 13,000,000 | ||
Common Stock [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Acquisition Number Of Shares Acquired | 4,240,000 | ||
Sales Revenue, Net [Member] | Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Concentration Risk, Percentage | 1.00% | 1.00% | |
Sales Revenue, Net [Member] | One Vendor [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Concentration Risk, Percentage | 18.00% | ||
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | US [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Concentration Risk, Percentage | 93.00% | 97.00% |
Business Combination (Details)
Business Combination (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | $ 20,977,335 | $ 21,728,361 |
Net loss | $ (5,596,072) | $ (6,030,923) |
Business Combination (Details T
Business Combination (Details Textual) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Amortization of Acquisition Costs | $ 101,796 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Oct. 08, 2015 | Sep. 04, 2015 | Jul. 31, 2015 | Mar. 16, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | |||||||
Other Non Cash Expense Associated With Stock Purchase Agreement | $ 0 | $ 558,185 | |||||
Restricted Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock issued (in shares) | 78,510 | ||||||
Stock Issued During Period, Price Per Share | $ 3.19 | ||||||
Stock Issued During Period, Value, New Issues | $ 250,447 | ||||||
Common Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock Issued During Period, Shares, Acquisitions | 4,242,655 | ||||||
Private Placement [Member] | Common Stock [Member] | Board Of Directors [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock issued (in shares) | 140,053 | ||||||
Stock Issued During Period, Value, New Issues | $ 515,395 | ||||||
Aspire Capital Fund LLC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock issued (in shares) | 417,000 | 207,182 | |||||
Common Stock, Shares Subscribed but Unissued | 10,000,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 1,366,941 | $ 750,000 | |||||
Common Stock To Be Issued For Commitment Fee | 154,189 | ||||||
Maximum Common Stock To Be Issued Per Trading Day | 50,000 | ||||||
Maximum Common Stock Value To Be Issued Per Trading Day | $ 500,000 | ||||||
Maximum Percentage Of Common Stock Weighted Average Price | 30.00% | ||||||
Other Non Cash Expense Associated With Stock Purchase Agreement | $ 558,185 | ||||||
Share Price | $ 3.62 | ||||||
X Sspine [Member] | Restricted Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock issued (in shares) | 78,510 | ||||||
Stock Issued During Period, Price Per Share | $ 3.19 | ||||||
Stock Issued During Period, Value, New Issues | $ 250,447 | ||||||
X Sspine [Member] | Common Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 60,000,000 | ||||||
Repayments of Debt | $ 13,000,000 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current inventories | ||
Raw materials | $ 5,121,627 | $ 4,860,914 |
Work in process | 2,342,015 | 2,720,707 |
Finished goods | 19,720,966 | 18,289,674 |
Gross current inventories | 27,184,608 | 25,871,295 |
Reserve for obsolescence | (2,980,826) | (3,186,579) |
Current inventories, net | 24,203,782 | 22,684,716 |
Non-current inventories | ||
Finished goods | 1,852,417 | 2,021,077 |
Reserve for obsolescence | (413,163) | (413,162) |
Non-current inventories, net | 1,439,254 | 1,607,915 |
Total inventories, net | $ 25,643,036 | $ 24,292,631 |
Impairment of Assets (Details T
Impairment of Assets (Details Textual) | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Depreciation, Amortization and Accretion, Net, Total | $ 285,224 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 19,840,512 | $ 17,242,153 |
Less: accumulated depreciation | (6,067,017) | (5,425,524) |
Property and equipment, net | 13,773,495 | 11,816,629 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 5,620,218 | 5,368,567 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 348,404 | 348,404 |
Computer software[Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 503,587 | 503,587 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 174,215 | 174,215 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,665,102 | 2,661,802 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 10,000 | 10,000 |
Surgical Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 10,518,986 | $ 8,175,578 |
Property and Equipment, Net (45
Property and Equipment, Net (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | $ 349,162 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 164,477 | |
Cost of Property Repairs and Maintenance | 118,163 | $ 99,523 |
Depreciation | $ 658,176 | $ 165,403 |
Surgical Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Accumulated amortization | $ (4,642,740) | $ (3,520,928) |
Intangible assets, net | 39,219,422 | 40,237,289 |
Aggregate amortization expense: | 1,121,812 | 3,438,596 |
Patents [Member] | ||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Gross carrying value | 668,662 | 564,717 |
Technology [Member] | ||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Gross carrying value | 28,698,700 | 28,698,700 |
Customer relationships [Member] | ||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Gross carrying value | 9,911,000 | 9,911,000 |
Tradename [Member] | ||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Gross carrying value | 4,543,300 | 4,543,300 |
Non-compete [Member] | ||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Gross carrying value | $ 40,500 | $ 40,500 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Estimated amortization expense: | ||
Remainder of 2016 | $ 3,375,093 | |
2,017 | 4,660,413 | |
2,018 | 4,675,523 | |
2,019 | 4,566,322 | |
2,020 | 4,480,933 | |
Thereafter | 17,461,138 | |
Total | $ 39,219,422 | $ 40,237,289 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Line Items] | ||
Accrued stock compensation | $ 202,333 | $ 147,037 |
Wages/commissions payable | 3,445,716 | 3,994,714 |
Accrued integration expense | 347,814 | 646,860 |
Accrued interest payable | 2,761,083 | 1,716,167 |
Other accrued expenses | 3,236,595 | 3,091,073 |
Accrued liabilities | $ 9,993,541 | $ 9,595,851 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Loan payable to ROS Acquisition Offshore (See details above) | $ 42,000,000 | $ 42,000,000 |
PIK Interest payable to ROS | 4,376,744 | 2,700,476 |
6% convertible senior unsecured notes due 2021 (See details above) | 68,000,000 | 68,000,000 |
Gross long-term debt | 114,376,744 | 112,700,476 |
Less: capitalized debt issuance costs | (1,935,007) | (2,032,111) |
Long-term debt, less issuance costs | $ 112,441,737 | $ 110,668,365 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) | Mar. 31, 2016USD ($) |
Schedule of maturities due on debt [Line Items] | |
Remainder of 2016 | $ 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | 46,376,744 |
Thereafter | 68,000,000 |
Total | $ 114,376,744 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) | Aug. 10, 2015 | Jul. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Royalty Expenses Description | royalty of 1.75% on the first $45,000,000 of net sales, plus 1.0% of net sales in excess of $45,000,000 | |||
Royalty Expense | $ 7,400,000 | |||
Debt Instrument, Face Amount | $ 65,000,000 | |||
Debt Instrument, Interest Rate During Period | 6.00% | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Business Combination Conjunction Related Expenses | $ 4,800,000 | |||
Payments of Debt Issuance Costs | $ 2,200,000 | |||
Business Combination Expenses Related To Future Acquisition | $ 2,500,000 | |||
Line of Credit Facility, Expiration Date | Jul. 15, 2021 | Jul. 15, 2021 | ||
Gains (Losses) on Extinguishment of Debt | $ 2,300,000 | |||
Extinguishment of Debt, Amount | $ 12,300,000 | |||
Line of Credit Facility, Covenant Terms | The amendment also lowers the minimum liquidity requirements of the Company, by allowing the Company to maintain a liquidity amount of $500,000 or greater through June 30, 2016. At all times after June 30, 2016 and until January 1, 2017, the Company is required to maintain a liquidity amount of $2,500,000 or greater. | |||
Xspine [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate During Period | 6.00% | |||
New Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 18,000,000 | |||
Line of Credit Facility, Expiration Date | Jul. 31, 2020 | |||
Gains (Losses) on Extinguishment of Debt | $ 2,345,019 | |||
Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 52,000,000 | |||
Debt Instrument, Interest Rate During Period | 6.00% | |||
Debt Instrument Purchase Of Additional Notes | $ 3,000,000 | |||
Conversion of Stock, Shares Converted | 257.5163 | |||
Conversion of Stock, Amount Converted | $ 1,000 | |||
Debt Instrument, Convertible, Conversion Price | $ 3.88 | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 24,000,000 | |||
Convertible Senior Unsecured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 68,000,000 | |||
Debt Instrument, Interest Rate During Period | 6.00% | 6.00% | ||
Conversion of Stock, Shares Converted | 344.8276 | |||
Conversion of Stock, Amount Converted | $ 1,000 | |||
Debt Instrument, Convertible, Conversion Price | $ 2.90 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Risk-free interest rate | 2.37% | 2.38% |
Expected volatility | 76.00% | 64.00% |
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected forfeiture rate | 20.00% | 20.00% |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation (Det53
Stock-Based Compensation (Details 1) - Stock Option - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of activity under stock option plans [Line Items] | ||
Outstanding at January 1, 2016, Shares | 664,081 | 695,336 |
Granted, Shares | 0 | 0 |
Exercised, Shares | 0 | 0 |
Cancelled or expired, Shares | (81,375) | 0 |
Outstanding at March 31, 2016, Shares | 582,706 | 695,336 |
Exercisable at March 31, 2016, Shares | 366,003 | 322,381 |
Outstanding at January 1, 2016, Weighted Average Exercise Price | $ 10.64 | $ 11.09 |
Granted, Weighted Average Exercise Price | 0 | 0 |
Exercised, Weighted Average Exercise Price | 0 | 0 |
Cancelled or expired, Weighted Average Exercise Price | 8.93 | 0 |
Outstanding at March 31, 2016, Weighted Average Exercise Price | 10.88 | 11.09 |
Exercisable at March 31, 2016, Weighted Average Exercise Price | 13.39 | 14.97 |
Outstanding at January 1, 2016, Weighted Average Fair Value at Grant Date | 5.32 | 5.35 |
Granted, Weighted Average Fair Value at Grant Date | 0 | 0 |
Exercised, Weighted Average Fair Value at Grant Date | 0 | 0 |
Cancelled or expired, Weighted Average Fair Value at Grant Date | 4.13 | 0 |
Outstanding at March 31, 2016, Weighted Average Fair Value at Grant Date | 5.48 | 5.35 |
Exercisable at March 31, 2016, Weighted Average Fair Value at Grant Date | $ 6.4 | $ 6.89 |
Stock-Based Compensation (Det54
Stock-Based Compensation (Details Textual) - USD ($) | Oct. 08, 2015 | Nov. 10, 2014 | Jul. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Shares authorized under the Plan | 1,400,000 | ||||
Aggregate intrinsic value of options outstanding | 470,000 | ||||
Share-based Compensation, Total | $ 136,079 | $ 229,984 | |||
Employee Stock Option [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ 216,703 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 65,550 | ||||
Shares Issued, Price Per Share | $ 3.19 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 3.94 | ||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 532,000 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 20,000 | ||||
Employee Stock Option [Member] | General and Administrative Expense [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Allocated Share-based Compensation Expense | 5,296 | ||||
Restricted Stock [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Share-based Compensation, Total | 0 | $ 66,796 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 39,312 | 58,820 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 160,000 | $ 200,000 | 25,045 | ||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Issue Price On Grand Date | $ 4.07 | ||||
Shares Issued, Price Per Share | $ 3.40 | ||||
Stock Issued During Period, Value, New Issues | $ 250,447 | ||||
Stock Issued During Period, Shares, New Issues | 78,510 | ||||
Stock Issued During Period, Price Per Share | $ 3.19 | ||||
Restricted Stock [Member] | General and Administrative Expense [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Allocated Share-based Compensation Expense | $ 50,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Warrant activity [Line Items] | ||
Outstanding | 1,278,566 | 1,655,320 |
Issued, Common Stock Warrants | 0 | 0 |
Expired, Common Stock Warrants | 0 | (376,754) |
Outstanding | 1,278,566 | 1,278,566 |
Outstanding Weighted Average Exercise Price | $ 8.45 | $ 13.06 |
Issued, Weighted Average Exercise Price | 0 | 0 |
Expired, Weighted Average Exercise Price | 0 | 22.87 |
Outstanding Weighted Average Exercise Price | $ 8.45 | $ 8.45 |
Warrants (Details 1)
Warrants (Details 1) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Value of underlying common stock (per share) | $ 2.71 | $ 3.03 |
Risk free interest rate | 1.00% | 1.30% |
Expected term | 3 years 9 months | 4 years 9 months |
Volatility | 76.00% | 64.00% |
Dividend yield | 0.00% | 0.00% |
Warrants (Details 2)
Warrants (Details 2) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | |||
Outstanding | 1,278,566 | 1,655,320 | 1,655,320 |
Derivative warrants issued | 0 | 0 | |
Outstanding | 1,278,566 | 1,278,566 | |
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding | 1,125,119 | 1,171,692 | 1,171,692 |
Derivative warrants issued | 0 | 0 | |
Derivative warrants exercised | 0 | 0 | |
Expired | 0 | 0 | |
Outstanding | 1,125,119 | 1,171,692 | 1,125,119 |
Warrants (Details Textual)
Warrants (Details Textual) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Class of Warrant or Right [Line Items] | |
Unrealized Loss On Warranty Derivative Liability | $ 18,690 |
Commitments and Contingencies59
Commitments and Contingencies (Details) | Mar. 31, 2016USD ($) |
Schedule of future minimum payments by operating lease [Line Items] | |
Remainder of 2016 | $ 548,257 |
2,017 | 451,327 |
2,018 | 462,678 |
2,019 | 348,141 |
2,020 | 342,638 |
Thereafter | 1,386,653 |
Total | $ 3,539,694 |
Commitments and Contingencies60
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Oct. 23, 2015 | |
Schedule of commitment and contingencies [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 230,007 | $ 83,613 | |
Loans Payable [Member] | |||
Schedule of commitment and contingencies [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Supplemental Disclosure of Ca61
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash paid during the period for: | ||
Interest | $ 4,194 | $ 801,844 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
One Vendor [Member] | Sales Revenue, Net [Member] | ||
Related Party Transaction [Line Items] | ||
Concentration Risk, Percentage | 18.00% | |
Chief Operating Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Amount of related party transaction | $ 5,000 | |
American Donor Services [Member] | ||
Related Party Transaction [Line Items] | ||
Amount of related party transaction | $ 270,035 | $ 452,874 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Apr. 14, 2016 | |
Subsequent Event [Line Items] | ||||
Debt Instrument, Face Amount | $ 65,000,000 | |||
Debt Instrument, Interest Rate During Period | 6.00% | |||
Line of Credit Facility, Expiration Date | Jul. 15, 2021 | Jul. 15, 2021 | ||
Interest Payable | $ 4,376,744 | $ 2,700,476 | ||
New Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 18,000,000 | |||
Line of Credit Facility, Expiration Date | Jul. 31, 2020 | |||
Ros Acquisition Offshore [Member] | New Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Current Borrowing Capacity | 18,000,000 | |||
Convertible Senior Unsecured Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Face Amount | $ 68,000,000 | |||
Debt Instrument, Interest Rate During Period | 6.00% | 6.00% | ||
Conversion of Stock, Shares Converted | 344.8276 | |||
Debt Instrument, Convertible, Conversion Price | $ 2.90 | |||
Conversion of Stock, Amount Converted | $ 1,000 | |||
Debt Instrument, Covenant Description | the Notes agreement was amended to lower the minimum required liquidity amount to at least $500,000 prior to June 30, 2016. At all times after June 30, 2016 and until January 1, 2017, we are required to maintain a minimum liquidity amount of $2,500,000 or greater. | |||
Interest Payable | $ 2,238,166.45 | |||
Convertible Senior Unsecured Notes [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Face Amount | $ 2,238,166.45 | |||
Payment in Kind (PIK) Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Interest Payable | $ 1,005,760.71 |