Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 29, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Xtant Medical Holdings, Inc. | ||
Entity Central Index Key | 1,453,593 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 16,420,055 | ||
Trading Symbol | XTNT | ||
Entity Common Stock, Shares Outstanding | 18,092,603 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 2,578,267 | $ 6,368,016 |
Trade accounts receivable, net of allowance for doubtful accounts of $1,653,385 and $2,579,634, respectively | 18,991,872 | 15,385,218 |
Current Inventories, net | 26,266,457 | 22,684,716 |
Prepaid and other current assets | 1,149,615 | 601,697 |
Total current assets | 48,986,211 | 45,039,647 |
Non-current inventories, net | 971,854 | 1,607,915 |
Property and equipment, net | 15,840,730 | 11,816,629 |
Goodwill | 41,534,626 | 41,534,626 |
Intangible assets, net | 35,940,810 | 40,237,289 |
Other assets | 827,374 | 791,221 |
Total Assets | 144,101,605 | 141,027,327 |
Current Liabilities: | ||
Accounts payable | 10,471,944 | 9,386,531 |
Accounts payable - related party (note 16) | 640,442 | 1,406,763 |
Revolving line of credit | 10,448,283 | 0 |
Accrued liabilities | 8,982,187 | 9,595,851 |
Warrant derivative liability | 333,613 | 1,050,351 |
Current portion of capital lease obligations | 244,847 | 35,139 |
Total current liabilities | 31,121,316 | 21,474,635 |
Long-term Liabilities: | ||
Capital lease obligation, less current portion | 832,152 | 7,800 |
Long-term convertible debt, less issuance costs | 68,937,247 | 66,436,647 |
Long-term debt, less issuance costs | 50,284,187 | 44,231,718 |
Total Liabilities | 151,174,902 | 132,150,800 |
Commitments and Contingencies (note 12) | ||
Stockholders’ Equity (Deficit): | ||
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; 17,249,315 shares issued and outstanding as of December 31, 2016 and 11,897,601 shares issued and outstanding as of December 31, 2015 | 17 | 11 |
Additional paid-in capital | 85,461,210 | 81,917,488 |
Accumulated deficit | (92,534,524) | (73,040,972) |
Total Stockholders’ Equity (Deficit) | (7,073,297) | 8,876,527 |
Total Liabilities & Stockholders’ Equity (Deficit) | $ 144,101,605 | $ 141,027,327 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $ 1,653,385 | $ 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 | 17,249,315 | 11,897,601 |
Common Stock, shares outstanding | 17,249,315 | 11,897,601 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | ||
Orthopedic product sales | $ 89,388,145 | $ 58,194,249 |
Other revenue | 614,591 | 1,151,468 |
Total Revenue | 90,002,736 | 59,345,717 |
Cost of Sales | 27,710,014 | 20,262,728 |
Gross Profit | 62,292,722 | 39,082,989 |
Operating Expenses | ||
General and administrative | 15,762,531 | 12,993,307 |
Sales and marketing | 44,055,813 | 28,731,184 |
Research and development | 3,410,600 | 2,546,362 |
Depreciation and amortization | 4,940,955 | 3,819,588 |
Acquisition and integration related expenses (Note 2) | 1,401,366 | 4,935,755 |
Extinguishment of debt | 0 | (2,345,019) |
Impairment of assets | 0 | 233,748 |
Non-cash consulting expense | 266,721 | 246,165 |
Total Operating Expenses | 69,837,986 | 51,161,090 |
Loss from Operations | (7,545,264) | (12,078,101) |
Other Income (Expense) | ||
Interest expense | (12,262,750) | (7,733,748) |
Change in warrant derivative liability | 716,738 | 270,020 |
Non-cash consideration associated with stock purchase agreement | 0 | (558,185) |
Other income (expense) | (351,914) | 388,176 |
Total Other Income (Expense) | (11,897,926) | (7,633,737) |
Net Loss from Operations Before Benefit (Provision) for Income Taxes | (19,443,190) | (19,711,838) |
Benefit (Provision) for Income Taxes | ||
Current | (50,362) | 0 |
Deferred | 0 | 17,537,408 |
Net Loss | $ (19,493,552) | $ (2,174,430) |
Net loss per share: | ||
Basic | $ (1.54) | $ (0.24) |
Dilutive | $ (1.54) | $ (0.24) |
Shares used in the computation: | ||
Basic | 12,671,685 | 9,055,483 |
Dilutive | 12,671,685 | 9,055,483 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2014 | $ (7,774,915) | $ 7 | $ 63,091,620 | $ (70,866,542) |
Balance (in shares) at Dec. 31, 2014 | 6,679,646 | |||
Stock-based compensation | 569,705 | $ 0 | 569,705 | 0 |
Issuance of restricted stock | 120,000 | $ 0 | 120,000 | 0 |
Issuance of restricted stock (in shares) | 39,312 | |||
Issuance of common stock | 11,500 | $ 0 | 11,500 | 0 |
Issuance of common stock (in shares) | 17,564 | |||
Net proceeds from the issuance of stock rights | 515,395 | $ 0 | 515,395 | 0 |
Net proceeds from the issuance of stock rights (in shares) | 140,053 | |||
Issuance of stock related to acquisition | 14,934,146 | $ 4 | 14,934,142 | 0 |
Issuance of stock related to acquisition | 4,242,655 | |||
Issuance of stock to Aspire Capital | 2,675,126 | $ 0 | 2,675,126 | 0 |
Issuance of stock to Aspire Capital (in shares) | 778,371 | |||
Net loss | (2,174,430) | $ 0 | 0 | (2,174,430) |
Balance at Dec. 31, 2015 | 8,876,527 | $ 11 | 81,917,488 | (73,040,972) |
Balance (in shares) at Dec. 31, 2015 | 11,897,601 | |||
Stock-based compensation | 256,266 | $ 0 | 256,266 | 0 |
Issuance of restricted stock | 200,000 | $ 0 | 200,000 | 0 |
Issuance of restricted stock (in shares) | 58,820 | |||
Issuance of common stock | 225,000 | $ 0 | 225,000 | 0 |
Issuance of common stock (in shares) | 87,549 | |||
Net proceeds from the issuance of stock rights | 2,562,462 | $ 6 | 2,562,456 | 0 |
Net proceeds from the issuance of stock rights (in shares) | 5,055,345 | |||
Issuance of stock to Aspire Capital | 300,000 | $ 0 | 300,000 | 0 |
Issuance of stock to Aspire Capital (in shares) | 150,000 | |||
Net loss | (19,493,552) | $ 0 | (19,493,552) | |
Balance at Dec. 31, 2016 | $ (7,073,297) | $ 17 | $ 85,461,210 | $ (92,534,524) |
Balance (in shares) at Dec. 31, 2016 | 17,249,315 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | ||
Net loss | $ (19,493,552) | $ (2,174,430) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,241,870 | 4,889,272 |
Purchase accounting valuation allowance | 0 | (17,537,408) |
Non-cash consideration associated with stock purchase agreement | 0 | 558,185 |
Impairment of Assets | 0 | 956,395 |
Non-Cash interest | 6,784,785 | 4,814,506 |
Loss (Gain) on sale of fixed assets | 25,458 | (596,883) |
Non-cash consulting expense/stock option expense | 522,987 | 836,741 |
Provision for losses on accounts receivable and inventory | 223,538 | 700,234 |
Change in derivative warrant liability | (716,738) | (270,020) |
Extinguishment of debt | 0 | (2,345,019) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (2,680,405) | (5,512,429) |
Inventories | (4,074,086) | (545,713) |
Prepaid and other assets | (484,061) | (1,044,962) |
Accounts payable | 319,091 | 644,149 |
Accrued liabilities | (2,076,183) | 7,527,514 |
Net cash used in operating activities | (14,407,296) | (9,099,868) |
Investing activities: | ||
Acquisition of X-spine Systems, Inc. | 0 | (72,975,200) |
Purchases of property and equipment and intangible assets | (5,832,690) | (2,263,033) |
Proceeds from sale of fixed assets | 16,400 | 1,667,195 |
Net cash used in investing activities | (5,816,290) | (73,571,038) |
Financing activities: | ||
Proceeds from long-term and convertible debt, net of deferred and financing costs | 3,238,166 | 83,897,361 |
Payments on long-term debt | 0 | (1,325,814) |
Net proceeds from equity private placement | 0 | 515,395 |
Payment of royalty obligation | 0 | (542,905) |
Payments on capital leases | (144,600) | (101,760) |
Net proceeds from the revolving line of credit | 10,252,809 | 0 |
Proceeds from exercise of options | 0 | 11,500 |
Net proceeds from issuance of stock and warrants | 3,087,462 | 2,116,937 |
Net cash provided by financing activities | 16,433,837 | 84,570,714 |
Net change in cash and cash equivalents | (3,789,749) | 1,899,808 |
Cash and cash equivalents at beginning of year | 6,368,016 | 4,468,208 |
Cash and cash equivalents at end of year | $ 2,578,267 | $ 6,368,016 |
Business Description and Summar
Business Description and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 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, Xtant Medical, Inc., a Delaware corporation, Bacterin International, Inc., (“Bacterin”) a Nevada 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 regenerative orthopedic products for domestic and international markets and fixation devices. 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 foot 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 which the company discontinued in 2014. On July 31, 2015, Xtant acquired all of the outstanding capital stock of X-spine Systems, Inc. for approximately $ 60 13 4,242,655 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 Company has incurred losses since its inception. The terms, conditions and amounts outstanding under the Company’s debt agreements as described in Footnotes 9 and 18 raises substantial doubt about the Company’s ability to continue as a going concern. The Company has established a special committee of its board of directors to evaluate restructuring alternatives, assist in related negotiations with the Company’s lenders and consider alternatives for raising new capital. The Company also is evaluating various cost-reduction and cash flow improvement measures. However, there can be no assurance that the Company will be successful in these efforts. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company’s accounts receivable are due from a variety of health care organizations and distributors throughout the world. Approximately 95 Year Ended December 31, 2016 2015 United States $ 85,618,087 $ 56,750,372 Rest of World 4,384,649 2,595,345 $ 90,002,736 $ 59,345,717 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 valuation, and deferred income tax assets and liabilities; valuation of the warrant derivative liability; inventory 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. The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value. At times the Company maintains deposits in financial institutions in excess of federally insured limits. Accounts receivable represents amounts due from customers for which revenue has been recognized. Normal terms on trade accounts receivable are net 30 days and some customers are offered discounts for early pay. The Company performs credit evaluations when considered necessary, but generally does not require collateral to extend credit. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing receivables. The Company determines the allowance based on factors such as historical collection experience, customer’s current creditworthiness, customer concentration, age of accounts receivable balance, general economic conditions that may affect a customer’s ability to pay and management judgment. Actual customer collections could differ from estimates. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions to the allowance for doubtful accounts are charged to expense. The Company does not have any off-balance sheet credit exposure related to its customers. Inventories are stated at the lower of cost or market. Cost is determined using the specific identification method and includes materials, labor and overhead. The Company calculates an inventory reserve for estimated obsolescence and excess inventory based on historical usage and sales, as well as assumptions about future demand for its products. These estimates for excess and obsolete inventory are reviewed and updated on a quarterly basis. Increases in the inventory reserves result in a corresponding expense, which is recorded to cost of sales. Inventories where the sales cycle is estimated to be beyond twelve months at the balance sheet date are classified as Non-current inventories. Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to seven years for computers and equipment. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the lease. Repairs and maintenance are expensed as incurred. Intangible assets with estimable useful lives must be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or circumstances indicate their carrying amount may not be recoverable. Intangible assets include trademarks and patents and include costs to acquire and protect Company patents. Intangible assets are carried at cost less accumulated amortization. The Company amortizes these assets on a straight-line basis over their estimated useful lives. In 2015 with the acquisition of X-spine, the Company established a fair value for the technology, tradenames and intangible assets which was determined based upon a “relief from royalty” approach. The amortization of these assets is consistent with valuation method used to establish its fair value which in turn was based on the assets future cash flow. Other Assets consist of the short-term and the long-term portion of prepaid expenses, security deposits and kits that are used in the implantation of certain biologic products. The items are stated at cost and in the case of kits are amortized on a straight line basis over their estimated useful lives. 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 the 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. The results from the assessment and a step 1 analysis allowed the Company to conclude that goodwill was not impaired as of the end of 2016. The Company conducts its impairment test on December 31 of each year and will review the analysis assumptions on a quarterly basis. 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. The Company expenses advertising costs as incurred. The Company had advertising expense of $ 179,126 224,297 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) 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. 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 years ended December 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 7,497,244 1,942,647 The carrying values of financial instruments, including trade accounts receivable, accounts payable, accrued liabilities and long-term debt, approximate their fair values based on terms and related interest rates. The Company follows a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets 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 years ended December 31, 2016 and 2015, there was no reclassification in financial assets or liabilities between Level 1, 2 or 3 categories. Warrant derivative liability As of As of December 31, December 31, 2016 2015 Level 1 - - Level 2 - - Level 3 $ 333,613 $ 1,050,351 The valuation technique used to measure fair value of the warrant liability is based on a lattice valuation model and significant assumptions and inputs determined by us (See Note 11, “Warrants” below). Level 3 Changes Warrant derivative liability Balance at January 1, 2015 $ 1,320,371 Gain recognized in earnings (270,020) Balance at January 1, 2016 $ 1,050,351 Gain recognized in earnings (716,738) Balance at December 31 , 2016 $ 333,613 During the year ended December 31, 2016, the Company did not change any of the valuation techniques used to measure its liabilities at fair value. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is currently evaluating the impacts of adoption and the implementation approach to be used. In April 2015, the FASB issued ASU 2015-3, to simplify the presentation of debt issuance costs. This update requires 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. This update is effective for interim and annual periods beginning after December 15, 2015. ASU 2015-3 is not expected to have a material impact. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) |
Business Combination
Business Combination | 12 Months Ended |
Dec. 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 year ended December 31, 2016, the Company recorded $ 1,401,366 4,433,398 4,935,755 3,405,124 Unaudited Supplemental Pro Forma Financial Information The unaudited pro forma results presented below include the combined results of both entities as if the acquisition had been consummated as of January 1, 2015. Certain pro forma adjustments have been made to reflect the impact of the purchase transaction, primarily consisting of amortization of intangible assets with determinable lives and interest expense on long-term debt. In addition, certain historical expenses, such as warrant expense and interest expense associated with debt that was immediately repaid, were eliminated from these pro-forma results. The pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting period indicated nor is it indicative of future operating results. Year Ended December 31, 2016 2015 Revenue $ 90,002,736 $ 86,517,599 Net loss $ (19,493,552) $ (5,845,125) The Company accounted for the acquisition as a business combination and recorded the assets acquired, liabilities assumed, and the estimated future obligations at their respective fair values as of the Acquisition Date. The assets acquired and liabilities assumed were recorded as of the Acquisition Date at their respective fair values and consolidated with those of the Company. The reported consolidated balance sheet of the Company after completion of the acquisition reflects these fair values. The results of X-spine operations from the Acquisition Date contributed $ 288,824 components of the aggregate preliminary purchase price for the acquisition were as follows: Cash $ 73,033,018 Fair value of Xtant shares 14,934,146 Total purchase price $ 87,967,164 Net Assets Acquired The transaction has been accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their fair values as of the Acquisition Date. Allocation of purchase price Amortization period (in years) Accounts receivable $ 5,989,904 Inventories 13,132,697 Prepaids and other current assets 208,116 Property and equipment, net 7,409,667 Cash 57,818 Total tangible assets acquired 26,798,202 Less: liabilities assumed 23,559,164 Net tangible assets less liabilities $ 3,239,038 Intangible assets: Technology 28,698,700 10 Customer relationships 9,911,000 14 Tradename 4,543,300 10 Non-compete agreements 40,500 3 Goodwill 41,534,626 Total purchase price $ 87,967,164 The assets acquired and liabilities assumed were recorded at their estimated fair values as of the Acquisition Date. We determined the fair value of the inventory based on its estimated selling price less cost to sell and normal profit margin. The fair value of the technology and tradename intangible assets were determined based upon a “relief from royalty” approach. The “relief from royalty” method is based on the premise that a third party would be willing to pay a royalty to use these assets owned by the subject company. The projected royalties are converted into their present value equivalents through the application of a risk adjusted discount rate. The customer relationships were valued based on an “excess earnings method.” The “excess earnings method” measures the historical customer churn analysis and discussions with management extended until excess earning cash flow approximates zero. The non-compete agreements were valued based on a “with and without” approach. The “with and without” method measures an asset value by estimating the difference in cash flows generated by the business with the asset in-use versus without the asset. The difference in cash flows is attributable to incremental earnings or cost savings associated with the asset. These fair value measurements are based on significant unobservable inputs, based on management’s estimates and assumptions. The fair value of the identifiable assets, including the intangible assets noted above, may be impacted by the Company’s evaluation of deferred taxes as further discussed below and possibly by future factors that may or may not impact the fair value of the identifiable assets, including the intangible assets noted above. The Company recorded the excess of the aggregate purchase price over the estimated fair values of the identifiable assets acquired as goodwill, which is not deductible for tax purposes. |
Equity
Equity | 12 Months Ended |
Dec. 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 3.62 558,185 150,000 300,000 417,000 1,366,941 Under the Common Stock 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 Effective October 6, 2016, our board of directors appointed Carl O’Connell to serve as the President of the Company. In connection with the hiring of Mr. O’Connell, we issued him an option to purchase 300,000 shares of our common stock at $1.11 per share which start vesting 60,000 shares on October 6, 2017 and then vest 15,000 shares per quarter on January 6, 2018 until October 6, 2021 (See Note 18, “Subsequent Events” below). On October 31, 2016, the Company distributed to holders of its Common Stock and to holders of its convertible notes, at no charge, non-transferable subscription rights to purchase units. Each unit consisted of one share of Common Stock and one tradeable warrant representing the right to purchase one share of Common Stock (“Tradeable Warrants”). The offering of units pursuant to the subscription rights is referred to as the “Rights Offering.” On October 31, 2016, the Company entered into a dealer-manager agreement (the “Dealer-Manager Agreement”) with Maxim Group LLC (“Maxim”), to engage Maxim as dealer-manager for the Rights Offering. In the Rights Offering, holders received two subscription rights for each share of Common Stock, or each share of Common Stock underlying our convertible notes owned on the record date, October 21, 2016. Subscribers whose subscriptions otherwise would have resulted in their beneficial ownership of more than 4.99 0.01 The Rights Offering closed on November 14, 2016. The units were priced at $ 0.75 3.8 2.5 0.90 After the one-year anniversary of issuance, we may redeem the Tradeable Warrants for $0.01 per Tradeable Warrant if the volume weighted average price of our Common Stock is above $2.25 for each of 10 consecutive trading days. In connection with the Rights Offering, the Company paid to Maxim a cash fee equal to 7 75,000 Under the terms and subject to the conditions contained in the Dealer-Manager Agreement, the Company agreed not to issue or announce the issuance of any shares of Common Stock or Common Stock equivalents until 90 days after the closing date of the Rights Offering, without the consent of Maxim, subject to certain exceptions including a pre-existing agreement, equity awards, conversion of derivative securities and in connection with any acquisitions, partnerships or strategic transactions. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | (4) Inventories December 31, December 31, 2016 2015 Current inventories Raw materials $ 4,833,403 $ 4,860,914 Work in process 1,891,380 2,720,707 Finished goods 23,878,040 18,289,674 Gross current inventories 30,602,823 25,871,295 Reserve for obsolescence (4,336,366) (3,186,579) Current inventories, total 26,266,457 22,684,716 Non-current inventories Finished goods 1,385,017 2,021,077 Reserve for obsolescence (413,163) (413,162) Non-current inventories, total 971,854 1,607,915 Total inventories $ 27,238,311 $ 24,292,631 |
Impairment of Assets
Impairment of Assets | 12 Months Ended |
Dec. 31, 2016 | |
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | |
Impairment of Assets | (5) Impairment of Assets For the year ended December 31, 2016, there were no indications of impairment of assets. During the third quarter of 2015, Intangible Assets were reviewed and found to be impaired. The impact, net of amortization, was $ 233,748 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | (6) Property and Equipment, Net December 31, December 31, 2016 2015 Equipment $ 4,629,754 $ 5,368,567 Computer equipment 416,233 348,404 Computer software 529,726 503,587 Furniture and fixtures 181,566 174,215 Leasehold improvements 4,053,837 2,661,802 Vehicles 10,000 10,000 Surgical instruments 13,876,757 8,175,578 Total cost 23,697,873 17,242,153 Less: accumulated depreciation (7,857,143) (5,425,524) $ 15,840,730 $ 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 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 December 31, 2016, the Company has recorded $ 1,460,625 326,020 Maintenance and repairs expense for the year ended 2016 and 2015 was $ 588,115 366,323 2,762,860 676,540 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (7) Intangible Assets Intangible assets consist of various patents with regards to processes for our products and intangible assets associated with the acquisition of X-spine. December 31, December 31, 2016 2015 Patents $ 747,249 $ 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 (7,999,939) (3,520,928) Net carrying value $ 35,940,810 $ 40,237,289 Aggregate amortization expense: $ 4,479,010 $ 3,438,596 2017 $ 4,644,080 2018 4,659,193 2019 4,549,748 2020 4,467,093 2021 4,208,697 Thereafter 13,411,999 Total $ 35,940,810 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | (8) Accrued Liabilities December 31, December 31, 2016 2015 Accrued stock compensation $ 213,758 $ 147,037 Wages/commissions payable 3,330,578 5,272,241 Accrued integration expense 73,510 731,645 Accrued interest payable 3,090,585 1,716,167 Other accrued liabilities 2,273,756 1,728,761 Accrued Liabilities $ 8,982,187 $ 9,595,851 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | (9) 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 9.99 · 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 effectively subordinated to its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes 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 9 14 1 9 14 1 12 14 1 12 7.5 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 $ 4.9 4.7 3.4 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 amount of $ 500,000 On April 14, 2016, we issued $ 2,238,166 Both the Additional Notes and the Notes bear interest at a rate equal to 6.00 The Additional 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 July 29, 2016 we entered into the fourth amendment to the New Facility. The amendment modified the New Facility by including an additional “Tranche A Commitment” in an amount up to $ 1,000,000 On August 12, 2016, we entered into the fifth amendment to the New Facility, which amended one of the negative covenants under the New Facility to take into account the Modification Agreement. On September 27, 2016, we entered into the sixth amendment to the New Facility. The sixth amendment modifies the New Facility by increasing this fee on any amounts paid under the New Facility from 7.5 9.0 9.00 Effective December 31, 2016, we entered into the seventh amendment to the New Facility. The seventh amendment deferred our accrued interest payment date for the fiscal quarter ended on December 31, 2016 until January 14, 2017. The interest due on January 14, 2017 will be $ 1,107,244.19 interest accrued on such interest from January 2, 2017 until paid at a rate equal to 14 500,000 5,000,000 Loan and Security Agreement On May 25, 2016, we entered into a Loan and Security Agreement (the “LSA”) with Silicon Valley Bank, a California corporation (the “Bank”), pursuant to which the Bank agreed to provide us with a revolving line of credit in the aggregate principal amount of $ 6,000,000 1.00 As a condition to the extension of credit under the LSA, we agreed to enter into an Intellectual Property Security Agreement with the Bank, dated May 25, 2016, and to take such other actions as the Bank may request in its good faith business judgment to perfect and maintain a perfected security interest in favor of the Bank in our intellectual property. On August 12, 2016, we entered into a First Loan Modification Agreement (the “Modification Agreement”) with the Bank, which amended certain provisions of the LSA. Pursuant to the terms of the Modification Agreement, the Bank increased the aggregate principal amount of the revolving line of credit to $ 11,000,000 4.00 The terms of the agreement included standard reporting covenants and a minimum, quarterly revenue covenant of $20 million through June 30, 2017 and then it increases to $22 million per quarter. December 31, December 31, 2016 2015 Loan payable to ROS Acquisition Offshore (See details above) $ 43,000,000 $ 42,000,000 PIK Interest payable to ROS 7,648,776 2,700,476 6% convertible senior unsecured notes due 2021 (See details above) 70,238,166 68,000,000 Gross long-term debt 120,886,942 112,700,476 Less: capitalized debt issuance costs (1,665,508) (2,032,111) Long-term debt, less issuance costs $ 119,221,434 $ 110,668,365 2017 $ - 2018 - 2019 - 2020 50,648,776 2021 - Thereafter 70,238,166 Total $ 120,886,942 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 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. 1,900,000 650,000 Stock compensation expense recognized in the statement of operations for the year ended December 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. Year Ended Year Ended December 31, 2016 December 31, 2015 Risk-free interest rate 1.49 % 1.75 % Expected volatility 81 % 80 % Expected term 7.9 Years 6.3 Years Expected forfeiture rate 29 % 20 % Dividend yield 0 % 0 % 2016 2015 Weighted Weighted Average Average Weighted Fair Weighted Fair Average Value at Average Value at Exercise Grant Exercise Grant Shares Price Date Shares Price Date Outstanding at January 1 664,081 $ 10.64 $ 5.32 695,336 $ 11.09 $ 5.35 Granted 708,499 1.62 1.17 45,000 4.00 2.81 Exercised - - - (11,500) 1.00 2.96 Cancelled or expired (166,667) 11.54 5.72 (64,755) 12.58 6.31 Outstanding at December 31 1,205,913 $ 5.21 $ 2.82 664,081 $ 10.64 $ 5.32 Exercisable at December 31 375,105 $ 11.83 $ 5.73 381,988 $ 13.65 $ 6.50 The aggregate intrinsic value of options outstanding as of December 31, 2016 was zero because the closing price of the stock at year end was less than the strike price of all options outstanding. As of December 31, 2016, there were 830,808 1.59 610,916 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 year ended December 31, 2016 and 2015 of $ 266,721 246,165 Total share based compensation recognized for employees, directors and consultants was $ 487,982 569,705 On November 10, 2014, the Company granted 39,312 4.07 160,000 On July 1, 2015, the Company granted 58,820 3.40 200,000 100,000 On October 8, 2015 the Company granted 78,510 3.19 150,870 55,995 25,045 Also, On October 8, 2015, the Company granted 20,000 3.19 65,550 15,888 5,296 In July 2016, the Company granted 300,000 1.77 385,094 88,833 On July 5, 2016, the Company granted 80,404 1.99 160,000 52,000 On July 5, 2016, the Company granted 59,400 1.99 32,444 10,000 On October 6, 2016, we issued an option to purchase 300,000 1.11 |
Warrants
Warrants | 12 Months Ended |
Dec. 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 5,055,345 .90 Expired (42,580) 31.73 Outstanding at December 31, 2016 6,291,331 $ 8.45 We utilize a lattice 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 $ 716,738 Year Ended December 31, 2016 2015 Value of underlying common stock (per share) $ .55 $ 2.80 Risk free interest rate 1.93 % 1.02 % Expected term 3.25 years 4.08 years Volatility 84 % 79 % Dividend yield 0 % 0 % 2016 2015 Balance at January 1 1,125,119 1,171,692 Derivative warrants issued - - Derivative warrants exercised - - Expired - (46,573) Balance at December 31 1,125,119 1,125,119 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies Operating Leases We lease five office facilities under non-cancelable operating lease agreements with expiration dates between 2019 and 2025. We have the option to extend the five leases for up to another ten year term and we have the right of first refusal on any sale. 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 2017 $ 794,437 2018 806,747 2019 668,807 2020 396,263 2021 375,289 Thereafter 1,038,416 Total $ 4,079,959 Rent expense was $ 845,845 544,000 Capital Leases 2017 $ 465,321 2018 452,756 2019 420,765 2020 162,745 2021 - Thereafter - Total minimum lease payments 1,501,587 Less amount representing interest (424,588) Present value of obligations under capital leases 1,076,999 Less current portion (244,847) Long-term capital lease obligations $ 832,152 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 We are engaged in ordinary routine litigation incidental to our business, including product liability disputes. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (13) Income Taxes The Company’s provision for income taxes differs from applying the statutory U.S. federal income tax rate to income before taxes. The primary difference results from providing for state income taxes and from deducting certain expenses for financial statement purposes but not for federal income tax purposes. Year Ended December 31, 2016 2015 United States $ (19,443,190) $ (19,711,838) $ (19,443,190) $ (19,711,838) Year Ended December 31, 2016 2015 Current: Federal $ - $ - State 50,362 - Total current 50,362 - Deferred: Federal - (15,117,246) State - (2,420,162) Total deferred - (17,537,408) $ 50,362 $ (17,537,408) 35 Year Ended December 31, 2016 2015 Statutory Federal tax rate $ (6,822,743) $ (6,898,830) Valuation allowance 3,133,196 7,089,311 State income taxes, net of Federal benefit (721,362) (1,104,199) Purchase accounting valuation reversal - (17,537,408) Change in state income tax rate 267,836 (1,277,303) Change in Warrant Derivative Liability (277,381) (109,633) Other deferred tax adjustment - 581,444 Stock compensation adjustment and other reconciling items 2,470,052 - Acquisition expenses - 527,646 Non-cash interest 1,915,018 1,096,446 Other (1,038) 1,762 Nondeductible meals, entertainment and other expense 86,784 93,356 $ 50,362 $ (17,537,408) At December 31, 2016 2015 Deferred tax assets: Accrued liability for vacation $ 132,646 $ 139,162 Accrued commissions and bonus / compensation 43,538 1,369,265 Accrued contingencies 135,452 142,107 Bad debt reserve 639,868 1,047,382 Charitable contributions carryforward 10,673 38,283 Inventory reserve 1,760,691 1,461,566 Net operating loss carryovers 27,863,368 22,698,555 Stock warrants 132,543 139,056 Stock option compensation 899,990 2,058,631 Debt discount and waiver amortization - 1,577,347 Other 57,435 47,593 Total deferred tax assets 31,676,204 30,718,947 Valuation allowance (16,198,372) (13,065,176) Total net deferred tax assets 15,477,832 17,653,771 Deferred tax liabilities: Depreciation (2,046,350) (1,566,381) Amortization (13,431,482) (16,087,390) Total deferred tax liabilities (15,477,832) (17,653,771) Net deferred tax assets $ - $ - The ultimate realization of deferred tax assets is dependent upon the existence, or generation, of taxable income in the periods when those temporary differences and net operating loss carryovers are deductible. Management considers the scheduled reversal of deferred tax liabilities, taxes paid in carryover years, projected future taxable income, available tax planning strategies, and other factors in making this assessment. Based on available evidence, management does not believe it is more likely than not that all of the deferred tax assets will be realized. Accordingly, the Company has established a valuation allowance equal to the net realizable deferred tax assets. The valuation allowance increased by $ 3,113,196 10,969,836 During 2015, the Company acquired intangible assets of $ 43,193,500 17,537,408 At December 31, 2016 and 2015, the Company had total domestic Federal and state net operating loss carryovers of approximately $ 71,997,000 55,905,000 Federal and State net operating loss carryovers both expire at various dates between 2025 and 2036. Under the Tax Reform Act of 1986, as amended, the amounts of and benefits from net operating loss carryovers and research and development credits may be impaired or limited in certain circumstances. Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three year period. The 2013 through 2015 tax years remain open to examination by the Internal Revenue Service and various other state tax agencies. These taxing authorities have the authority to examine those tax years until the applicable statute of limitations expire. The Company did not recognize any interest or penalties related to income taxes for the years ended December 31, 2016 and 2015. At December 31, 2015 the Company early adopted Accounting Standards Update (ASU) No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (Topic 740), which provides for a simplified reporting and balance sheet classification of current and non-current deferred tax assets and liabilities. The adopted ASU requires all deferred tax assets and liabilities, and the related valuation allowance, be presented as non-current on the balance sheet. Accordingly, the 2016 and 2015 deferred tax assets and liabilities have been reclassified to conform to the ASU’s required presentation. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | (14) Employee Benefit Plans Xtant currently has two 401(k) retirement plans for its employees. Under both plans, the employee becomes qualified after three months of employment. Bacterin X-Spine Matching 2% None Contribution Limit $18,000 or the statutorily prescribed limit $18,000 or the statutorily prescribed limit Enrollment Period Four times a year Four times a year |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | (15) Supplemental Disclosure of Cash Flow Information Year Ended December 31, 2016 2015 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 5,477,965 $ 2,279,919 Non-cash activities: Issuance of capital leases $ 1,178,660 $ 70,921 Issuance of shares associated with legal settlement $ 225,000 $ - Issuance of shares in conjunction with the acquisition of X-spine $ - $ 14,934,146 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (16) 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 1,104,715 1,853,457 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 2016, Xtant purchased less that 10 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 | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | (17) 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 regenerative 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 Significant Accounting Policies” above. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events Effective January 13, 2017, Bacterin, as borrower, the Company, X-Spine, and Xtant Medical, collectively as the “guarantors”, and ROS and OrbiMed, entered into the Eighth Amendment to Amended and Restated Credit Agreement (the “Eighth Amendment”), which amended the New Facility. Effective January 31, 2017, the parties entered into the Ninth Amendment to Amended and Restated Credit Agreement (the “Ninth Amendment”), which also amended the New Facility. Effective February 14, 2017, the parties entered into the Tenth Amendment to Amended and Restated Credit Agreement (the “Tenth Amendment”), which also amended the New Facility. Effective February 28, 2017, the parties entered into the Eleventh Amendment to Amended and Restated Credit Agreement (the “Eleventh Amendment”), which also amended the New Facility. The Eight Amendment, Ninth Amendment, Tenth Amendment and Eleventh Amendment further deferred Bacterin’s accrued interest payment date for the fiscal quarter ended until March 31, 2017. The interest due on March 31, 2017 will be $ 1,107,244 interest accrued on such interest from January 2, 2017 until paid at a rate equal to 14 On January 17, 2017, the Company entered into Securities Purchase Agreements (the “Indenture Common Stock SPAs”) with Bruce Fund, Inc., Park West Partners International, Limited, Park West Investors Master Fund, Limited, and Telemetry Securities, L.L.C., to satisfy interest obligations that the Company owed to such parties under $ 16,000,000 843,289 0.5692 On January 17, 2017, the Company entered into a Securities Purchase Agreement (the “Indenture Notes SPA”) and certain related documents with ROS and OrbiMed, to satisfy interest obligations that the Company owed to ROS and OrbiMed pursuant to $ 52,000,000 6 1,560,000 0.7589 July 15, 2021 On January 17, 2017, the Company also entered into a Securities Purchase Agreement (the “PIK Notes SPA”) and certain related documents with ROS and OrbiMed, to satisfy interest obligations that the Company owed to ROS and OrbiMed pursuant to $ 2,238,166 6 1,560,000 0.7589 July 15, 2021 Effective January 21, 2017, Daniel Goldberger resigned as Chief Executive Officer and a director of the Company and Carl O’Connell was appointed as Interim Chief Executive Officer of the Company. In connection with his departure, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) on January 21, 2017, with Mr. Goldberger. The Separation Agreement provides that, among other things, Mr. Goldberger will provide transitional consulting services to the Company for a period of up to three ( 3 130,000 43,333.33 Effective February 17, 2017, our board of directors appointed Carl O’Connell to serve as the Chief Executive Officer and a director of the Company after serving as Interim Chief Executive Officer of the Company since January 21, 2017. Mr. O’Connell will serve as a Class I Director until the 2018 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. As Mr. O’Connell is an officer of the Company, he will not qualify as an independent director and will not serve on any committees of the Board. |
Business Description and Summ25
Business Description and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | Business Description The accompanying 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, Xtant Medical, Inc., a Delaware corporation, Bacterin International, Inc., (“Bacterin”) a Nevada 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 regenerative orthopedic products for domestic and international markets and fixation devices. 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 foot 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 which the company discontinued in 2014. On July 31, 2015, Xtant acquired all of the outstanding capital stock of X-spine Systems, Inc. for approximately $ 60 13 4,242,655 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. |
Going Concern | Going Concern The Company has incurred losses since its inception. The terms, conditions and amounts outstanding under the Company’s debt agreements as described in Footnotes 9 and 18 raises substantial doubt about the Company’s ability to continue as a going concern. The Company has established a special committee of its board of directors to evaluate restructuring alternatives, assist in related negotiations with the Company’s lenders and consider alternatives for raising new capital. The Company also is evaluating various cost-reduction and cash flow improvement measures. However, there can be no assurance that the Company will be successful in these efforts. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
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 95 Year Ended December 31, 2016 2015 United States $ 85,618,087 $ 56,750,372 Rest of World 4,384,649 2,595,345 $ 90,002,736 $ 59,345,717 |
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 valuation, and deferred income tax assets and liabilities; valuation of the warrant derivative liability; inventory 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value. At times the Company maintains deposits in financial institutions in excess of federally insured limits. |
Trade Accounts Receivable | Trade Accounts Receivable Accounts receivable represents amounts due from customers for which revenue has been recognized. Normal terms on trade accounts receivable are net 30 days and some customers are offered discounts for early pay. The Company performs credit evaluations when considered necessary, but generally does not require collateral to extend credit. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing receivables. The Company determines the allowance based on factors such as historical collection experience, customer’s current creditworthiness, customer concentration, age of accounts receivable balance, general economic conditions that may affect a customer’s ability to pay and management judgment. Actual customer collections could differ from estimates. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions to the allowance for doubtful accounts are charged to expense. The Company does not have any off-balance sheet credit exposure related to its customers. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined using the specific identification method and includes materials, labor and overhead. The Company calculates an inventory reserve for estimated obsolescence and excess inventory based on historical usage and sales, as well as assumptions about future demand for its products. These estimates for excess and obsolete inventory are reviewed and updated on a quarterly basis. Increases in the inventory reserves result in a corresponding expense, which is recorded to cost of sales. Inventories where the sales cycle is estimated to be beyond twelve months at the balance sheet date are classified as Non-current inventories. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to seven years for computers and equipment. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the lease. Repairs and maintenance are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets with estimable useful lives must be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or circumstances indicate their carrying amount may not be recoverable. Intangible assets include trademarks and patents and include costs to acquire and protect Company patents. Intangible assets are carried at cost less accumulated amortization. The Company amortizes these assets on a straight-line basis over their estimated useful lives. In 2015 with the acquisition of X-spine, the Company established a fair value for the technology, tradenames and intangible assets which was determined based upon a “relief from royalty” approach. The amortization of these assets is consistent with valuation method used to establish its fair value which in turn was based on the assets future cash flow. |
Other Assets | Other Assets Other Assets consist of the short-term and the long-term portion of prepaid expenses, security deposits and kits that are used in the implantation of certain biologic products. The items are stated at cost and in the case of kits are amortized on a straight line basis over their estimated useful lives. |
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 represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized, instead they are tested for impairment at least annually and whenever events or circumstances indicate the carrying amount of the asset may not be recoverable. 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. The results from the assessment and a step 1 analysis allowed the Company to conclude that goodwill was not impaired as of the end of 2016. The Company conducts its impairment test on December 31 of each year and will review the analysis assumptions on a quarterly basis. |
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. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. The Company had advertising expense of $ 179,126 224,297 |
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 years ended December 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 7,497,244 1,942,647 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of financial instruments, including trade accounts receivable, accounts payable, accrued liabilities and long-term debt, approximate their fair values based on terms and related interest rates. The Company follows a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets 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 years ended December 31, 2016 and 2015, there was no reclassification in financial assets or liabilities between Level 1, 2 or 3 categories. Warrant derivative liability As of As of December 31, December 31, 2016 2015 Level 1 - - Level 2 - - Level 3 $ 333,613 $ 1,050,351 The valuation technique used to measure fair value of the warrant liability is based on a lattice valuation model and significant assumptions and inputs determined by us (See Note 11, “Warrants” below). Level 3 Changes Warrant derivative liability Balance at January 1, 2015 $ 1,320,371 Gain recognized in earnings (270,020) Balance at January 1, 2016 $ 1,050,351 Gain recognized in earnings (716,738) Balance at December 31 , 2016 $ 333,613 During the year ended December 31, 2016, the Company did not change any of the valuation techniques used to measure its liabilities at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is currently evaluating the impacts of adoption and the implementation approach to be used. In April 2015, the FASB issued ASU 2015-3, to simplify the presentation of debt issuance costs. This update requires 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. This update is effective for interim and annual periods beginning after December 15, 2015. ASU 2015-3 is not expected to have a material impact. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) |
Business Description and Summ26
Business Description and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenues by Geographic Region | Revenue by geographical region is as follows: Year Ended December 31, 2016 2015 United States $ 85,618,087 $ 56,750,372 Rest of World 4,384,649 2,595,345 $ 90,002,736 $ 59,345,717 |
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 December 31, 2016 and December 31, 2015 that are measured at fair value on a recurring basis: Warrant derivative liability As of As of December 31, December 31, 2016 2015 Level 1 - - Level 2 - - Level 3 $ 333,613 $ 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 periods ended December 31, 2016: Warrant derivative liability Balance at January 1, 2015 $ 1,320,371 Gain recognized in earnings (270,020) Balance at January 1, 2016 $ 1,050,351 Gain recognized in earnings (716,738) Balance at December 31 , 2016 $ 333,613 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The pro forma information does not include any adjustment for potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition. Shown below are the actual results for the year ending December 31, 2016 and the pro forma results for the year ended December 31, 2015. Year Ended December 31, 2016 2015 Revenue $ 90,002,736 $ 86,517,599 Net loss $ (19,493,552) $ (5,845,125) |
Schedule of Business Combinations Purchase Price Allocation | The components of the aggregate preliminary purchase price for the acquisition were as follows: Cash $ 73,033,018 Fair value of Xtant shares 14,934,146 Total purchase price $ 87,967,164 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of assets acquired and liabilities assumed as of the Acquisition Date: Allocation of purchase price Amortization period (in years) Accounts receivable $ 5,989,904 Inventories 13,132,697 Prepaids and other current assets 208,116 Property and equipment, net 7,409,667 Cash 57,818 Total tangible assets acquired 26,798,202 Less: liabilities assumed 23,559,164 Net tangible assets less liabilities $ 3,239,038 Intangible assets: Technology 28,698,700 10 Customer relationships 9,911,000 14 Tradename 4,543,300 10 Non-compete agreements 40,500 3 Goodwill 41,534,626 Total purchase price $ 87,967,164 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31, December 31, 2016 2015 Current inventories Raw materials $ 4,833,403 $ 4,860,914 Work in process 1,891,380 2,720,707 Finished goods 23,878,040 18,289,674 Gross current inventories 30,602,823 25,871,295 Reserve for obsolescence (4,336,366) (3,186,579) Current inventories, total 26,266,457 22,684,716 Non-current inventories Finished goods 1,385,017 2,021,077 Reserve for obsolescence (413,163) (413,162) Non-current inventories, total 971,854 1,607,915 Total inventories $ 27,238,311 $ 24,292,631 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net are as follows: December 31, December 31, 2016 2015 Equipment $ 4,629,754 $ 5,368,567 Computer equipment 416,233 348,404 Computer software 529,726 503,587 Furniture and fixtures 181,566 174,215 Leasehold improvements 4,053,837 2,661,802 Vehicles 10,000 10,000 Surgical instruments 13,876,757 8,175,578 Total cost 23,697,873 17,242,153 Less: accumulated depreciation (7,857,143) (5,425,524) $ 15,840,730 $ 11,816,629 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table sets forth information regarding intangible assets: December 31, December 31, 2016 2015 Patents $ 747,249 $ 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 (7,999,939) (3,520,928) Net carrying value $ 35,940,810 $ 40,237,289 Aggregate amortization expense: $ 4,479,010 $ 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 December 31, 2016: 2017 $ 4,644,080 2018 4,659,193 2019 4,549,748 2020 4,467,093 2021 4,208,697 Thereafter 13,411,999 Total $ 35,940,810 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: December 31, December 31, 2016 2015 Accrued stock compensation $ 213,758 $ 147,037 Wages/commissions payable 3,330,578 5,272,241 Accrued integration expense 73,510 731,645 Accrued interest payable 3,090,585 1,716,167 Other accrued liabilities 2,273,756 1,728,761 Accrued Liabilities $ 8,982,187 $ 9,595,851 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: December 31, December 31, 2016 2015 Loan payable to ROS Acquisition Offshore (See details above) $ 43,000,000 $ 42,000,000 PIK Interest payable to ROS 7,648,776 2,700,476 6% convertible senior unsecured notes due 2021 (See details above) 70,238,166 68,000,000 Gross long-term debt 120,886,942 112,700,476 Less: capitalized debt issuance costs (1,665,508) (2,032,111) Long-term debt, less issuance costs $ 119,221,434 $ 110,668,365 |
Schedule of Maturities of Long-term Debt | The following is a summary of maturities due on the debt as of December 31, 2016: 2017 $ - 2018 - 2019 - 2020 50,648,776 2021 - Thereafter 70,238,166 Total $ 120,886,942 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 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: Year Ended Year Ended December 31, 2016 December 31, 2015 Risk-free interest rate 1.49 % 1.75 % Expected volatility 81 % 80 % Expected term 7.9 Years 6.3 Years Expected forfeiture rate 29 % 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 Average Average Weighted Fair Weighted Fair Average Value at Average Value at Exercise Grant Exercise Grant Shares Price Date Shares Price Date Outstanding at January 1 664,081 $ 10.64 $ 5.32 695,336 $ 11.09 $ 5.35 Granted 708,499 1.62 1.17 45,000 4.00 2.81 Exercised - - - (11,500) 1.00 2.96 Cancelled or expired (166,667) 11.54 5.72 (64,755) 12.58 6.31 Outstanding at December 31 1,205,913 $ 5.21 $ 2.82 664,081 $ 10.64 $ 5.32 Exercisable at December 31 375,105 $ 11.83 $ 5.73 381,988 $ 13.65 $ 6.50 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | The following table summarizes our warrant activities for the period ended December 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 5,055,345 .90 Expired (42,580) 31.73 Outstanding at December 31, 2016 6,291,331 $ 8.45 |
Schedule of Warrant Valuation Assumptions | Year Ended December 31, 2016 2015 Value of underlying common stock (per share) $ .55 $ 2.80 Risk free interest rate 1.93 % 1.02 % Expected term 3.25 years 4.08 years Volatility 84 % 79 % 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 year ended December 31, 2016 and 2015: 2016 2015 Balance at January 1 1,125,119 1,171,692 Derivative warrants issued - - Derivative warrants exercised - - Expired - (46,573) Balance at December 31 1,125,119 1,125,119 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 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 December 31, 2016, under these operating leases, are as follows: 2017 $ 794,437 2018 806,747 2019 668,807 2020 396,263 2021 375,289 Thereafter 1,038,416 Total $ 4,079,959 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum payments for the next five years and thereafter as of December 31, 2016, under these capital leases, are as follows: 2017 $ 465,321 2018 452,756 2019 420,765 2020 162,745 2021 - Thereafter - Total minimum lease payments 1,501,587 Less amount representing interest (424,588) Present value of obligations under capital leases 1,076,999 Less current portion (244,847) Long-term capital lease obligations $ 832,152 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Loss Before Provision For Income Taxes | The components of income (loss) before provision for income taxes consist of the following: Year Ended December 31, 2016 2015 United States $ (19,443,190) $ (19,711,838) $ (19,443,190) $ (19,711,838) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision are as follows: Year Ended December 31, 2016 2015 Current: Federal $ - $ - State 50,362 - Total current 50,362 - Deferred: Federal - (15,117,246) State - (2,420,162) Total deferred - (17,537,408) $ 50,362 $ (17,537,408) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income tax attributable to operations computed at the U.S. Federal statutory income tax rate of 35 Year Ended December 31, 2016 2015 Statutory Federal tax rate $ (6,822,743) $ (6,898,830) Valuation allowance 3,133,196 7,089,311 State income taxes, net of Federal benefit (721,362) (1,104,199) Purchase accounting valuation reversal - (17,537,408) Change in state income tax rate 267,836 (1,277,303) Change in Warrant Derivative Liability (277,381) (109,633) Other deferred tax adjustment - 581,444 Stock compensation adjustment and other reconciling items 2,470,052 - Acquisition expenses - 527,646 Non-cash interest 1,915,018 1,096,446 Other (1,038) 1,762 Nondeductible meals, entertainment and other expense 86,784 93,356 $ 50,362 $ (17,537,408) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are as follows: At December 31, 2016 2015 Deferred tax assets: Accrued liability for vacation $ 132,646 $ 139,162 Accrued commissions and bonus / compensation 43,538 1,369,265 Accrued contingencies 135,452 142,107 Bad debt reserve 639,868 1,047,382 Charitable contributions carryforward 10,673 38,283 Inventory reserve 1,760,691 1,461,566 Net operating loss carryovers 27,863,368 22,698,555 Stock warrants 132,543 139,056 Stock option compensation 899,990 2,058,631 Debt discount and waiver amortization - 1,577,347 Other 57,435 47,593 Total deferred tax assets 31,676,204 30,718,947 Valuation allowance (16,198,372) (13,065,176) Total net deferred tax assets 15,477,832 17,653,771 Deferred tax liabilities: Depreciation (2,046,350) (1,566,381) Amortization (13,431,482) (16,087,390) Total deferred tax liabilities (15,477,832) (17,653,771) Net deferred tax assets $ - $ - |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The Company is in the process of integrating the two plans. Terms for the two plans are as follows: Bacterin X-Spine Matching 2% None Contribution Limit $18,000 or the statutorily prescribed limit $18,000 or the statutorily prescribed limit Enrollment Period Four times a year Four times a year |
Supplemental Disclosure of Ca38
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental cash flow information is as follows: Year Ended December 31, 2016 2015 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 5,477,965 $ 2,279,919 Non-cash activities: Issuance of capital leases $ 1,178,660 $ 70,921 Issuance of shares associated with legal settlement $ 225,000 $ - Issuance of shares in conjunction with the acquisition of X-spine $ - $ 14,934,146 |
Business Description and Summ39
Business Description and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Revenues | $ 90,002,736 | $ 59,345,717 |
US [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Revenues | 85,618,087 | 56,750,372 |
Rest Of World [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Revenues | $ 4,384,649 | $ 2,595,345 |
Business Description and Summ40
Business Description and Summary of Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liability | $ 333,613 | $ 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 | $ 333,613 | $ 1,050,351 |
Business Description and Summ41
Business Description and Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | $ 1,050,351 | $ 1,320,371 |
Gain recognized in earnings | (716,738) | (270,020) |
Balance | $ 333,613 | $ 1,050,351 |
Business Description and Summ42
Business Description and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Advertising Expense | $ 179,126 | $ 224,297 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,497,244 | 1,942,647 | |
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 | 4,242,655 | ||
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 | 95.00% | 95.00% |
Business Combination (Details)
Business Combination (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 90,002,736 | $ 86,517,599 |
Net loss | $ (19,493,552) | $ (5,845,125) |
Business Combination (Details 1
Business Combination (Details 1) | Dec. 31, 2016USD ($) |
Cash | $ 73,033,018 |
Fair value of Xtant shares | 14,934,146 |
Total purchase price | $ 87,967,164 |
Business Combination (Details 2
Business Combination (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total tangible assets acquired | $ 26,798,202 | |
Less: liabilities assumed | 23,559,164 | |
Net tangible assets less liabilities | 3,239,038 | |
Goodwill | 41,534,626 | $ 41,534,626 |
Total purchase price | 87,967,164 | |
Technology [Member] | ||
Intangible assets | $ 28,698,700 | |
Amortization period (in years) | 10 years | |
Customer Relationships [Member] | ||
Intangible assets | $ 9,911,000 | |
Amortization period (in years) | 14 years | |
Trade Names [Member] | ||
Intangible assets | $ 4,543,300 | |
Amortization period (in years) | 10 years | |
Noncompete Agreements [Member] | ||
Intangible assets | $ 40,500 | |
Amortization period (in years) | 3 years | |
Accounts Receivable [Member] | ||
Total tangible assets acquired | $ 5,989,904 | |
Inventories [Member] | ||
Total tangible assets acquired | 13,132,697 | |
Prepaids And Other Current Assets [Member] | ||
Total tangible assets acquired | 208,116 | |
Property And Equipment Net [Member] | ||
Total tangible assets acquired | 7,409,667 | |
Cash [Member] | ||
Total tangible assets acquired | $ 57,818 |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combination, Integration Related Costs | $ 1,401,366 | $ 4,935,755 |
Amortization of Acquisition Costs | $ 4,433,398 | 3,405,124 |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 288,824 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Nov. 14, 2016 | Oct. 08, 2015 | Sep. 04, 2015 | Jul. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 16, 2015 | Dec. 31, 2014 |
Schedule of Equity Method Investments [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.90 | $ 8.45 | $ 8.45 | $ 13.06 | |||||
Stock Issued During Period, Value, New Issues | $ 2,562,462 | $ 515,395 | |||||||
Other Non Cash Expense Associated With Stock Purchase Agreement | $ 0 | $ 558,185 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | In connection with the hiring of Mr. O’Connell, we issued him an option to purchase 300,000 shares of our common stock at $1.11 per share which start vesting 60,000 shares on October 6, 2017 and then vest 15,000 shares per quarter on January 6, 2018 until October 6, 2021 | ||||||||
Equity Method Investment, Ownership Percentage | 4.99% | ||||||||
Rights Offering Offering Price Per Unit | $ 0.75 | ||||||||
Gross Proceeds From Issuance Of Rights Shares | $ 3,800,000 | ||||||||
Net Proceeds From Issuance Of Rights Shares | $ 2,500,000 | ||||||||
Maxim Group LLC [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Rights Offering Cash Fee Percentage Paid To Gross Proceeds | 7.00% | ||||||||
Rights Offering Cash Fee Reimbursed | $ 75,000 | ||||||||
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 | $ 150,870 | ||||||||
Common Stock [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Stock issued (in shares) | 5,055,345 | 140,053 | |||||||
Stock Issued During Period, Value, New Issues | $ 6 | $ 0 | |||||||
Stock Issued During Period, Shares, Acquisitions | 4,242,655 | 4,242,655 | |||||||
Tradable Warrants [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Class Of Warrant Or Right Warrant Redemption Terms | After the one-year anniversary of issuance, we may redeem the Tradeable Warrants for $0.01 per Tradeable Warrant if the volume weighted average price of our Common Stock is above $2.25 for each of 10 consecutive trading days. | ||||||||
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) | 207,182 | 150,000 | 417,000 | ||||||
Common Stock, Shares Subscribed but Unissued | 10,000,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 750,000 | $ 1,366,941 | |||||||
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 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 (Details)
Inventories (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current inventories | ||
Raw materials | $ 4,833,403 | $ 4,860,914 |
Work in process | 1,891,380 | 2,720,707 |
Finished goods | 23,878,040 | 18,289,674 |
Gross current inventories | 30,602,823 | 25,871,295 |
Reserve for obsolescence | (4,336,366) | (3,186,579) |
Current inventories, total | 26,266,457 | 22,684,716 |
Non-current inventories | ||
Finished goods | 1,385,017 | 2,021,077 |
Reserve for obsolescence | (413,163) | (413,162) |
Non-current inventories, total | 971,854 | 1,607,915 |
Total inventories | $ 27,238,311 | $ 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 | $ 233,748 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 23,697,873 | $ 17,242,153 |
Less: accumulated depreciation | (7,857,143) | (5,425,524) |
Property and equipment, net | 15,840,730 | 11,816,629 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,629,754 | 5,368,567 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 416,233 | 348,404 |
Computer software[Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 529,726 | 503,587 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 181,566 | 174,215 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,053,837 | 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 | $ 13,876,757 | $ 8,175,578 |
Property and Equipment, Net (51
Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | $ 1,460,625 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 326,020 | |
Cost of Property Repairs and Maintenance | 588,115 | $ 366,323 |
Depreciation | $ 2,762,860 | $ 676,540 |
Property, Plant and Equipment, Useful Life | 5 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Accumulated amortization | $ (7,999,939) | $ (3,520,928) |
Net carrying value | 35,940,810 | 40,237,289 |
Aggregate amortization expense: | 4,479,010 | 3,438,596 |
Patents [Member] | ||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Gross carrying value | 747,249 | 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 ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Estimated amortization expense: | ||
2,017 | $ 4,644,080 | |
2,018 | 4,659,193 | |
2,019 | 4,549,748 | |
2,020 | 4,467,093 | |
2,021 | 4,208,697 | |
Thereafter | 13,411,999 | |
Total | $ 35,940,810 | $ 40,237,289 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Line Items] | ||
Accrued stock compensation | $ 213,758 | $ 147,037 |
Wages/commissions payable | 3,330,578 | 5,272,241 |
Accrued integration expense | 73,510 | 731,645 |
Accrued interest payable | 3,090,585 | 1,716,167 |
Other accrued liabilities | 2,273,756 | 1,728,761 |
Accrued Liabilities | $ 8,982,187 | $ 9,595,851 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Loan payable to ROS Acquisition Offshore (See details above) | $ 43,000,000 | $ 42,000,000 |
PIK Interest payable to ROS | 7,648,776 | 2,700,476 |
6% convertible senior unsecured notes due 2021 (See details above) | 70,238,166 | 68,000,000 |
Total | 120,886,942 | 112,700,476 |
Less: capitalized debt issuance costs | (1,665,508) | (2,032,111) |
Long-term debt, less issuance costs | $ 119,221,434 | $ 110,668,365 |
Debt (Details 1)
Debt (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of maturities due on debt [Line Items] | ||
2,017 | $ 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 50,648,776 | |
2,021 | 0 | |
Thereafter | 70,238,166 | |
Total | $ 120,886,942 | $ 112,700,476 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Jan. 14, 2017 | Aug. 12, 2016 | Apr. 14, 2016 | Aug. 10, 2015 | May 25, 2016 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 | Sep. 27, 2016 | Jul. 29, 2016 | Jun. 30, 2016 |
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 | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||
Business Combination Conjunction Related Expenses | $ 4,900,000 | |||||||||||
Payments of Debt Issuance Costs | 2,300,000 | 4,700,000 | ||||||||||
Business Combination Expenses Related To Future Acquisition | 3,400,000 | |||||||||||
Line of Credit Facility, Expiration Date | Jul. 15, 2021 | |||||||||||
Gains (Losses) on Extinguishment of Debt, Total | 0 | 2,345,019 | ||||||||||
Extinguishment of Debt, Amount | $ 12,300,000 | |||||||||||
Debt Instrument Convertible Extent Not Convertible Beneficial Ownership Percentage | 9.99% | |||||||||||
Interest Payable | $ 7,648,776 | 2,700,476 | ||||||||||
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, Total | $ 2,345,019 | |||||||||||
Line Of Credit Facility Loans Outstanding Payment Fee | 7.50% | |||||||||||
New Facility [Member] | First Period [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument Interest Rate Portion Payable In Cash | 0.00% | |||||||||||
Debt Instrument Interest Rate Portion Payable In Kind | 14.00% | |||||||||||
Debt Instrument Interest Rate Addition To Pik Portion | 1.00% | |||||||||||
Debt Instrument Interest Rate Pik Portion Subtraction | 9.00% | |||||||||||
New Facility [Member] | Optional Pik Period [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument Interest Rate Portion Payable In Kind | 14.00% | |||||||||||
Debt Instrument Interest Rate Addition To Pik Portion | 1.00% | |||||||||||
New Facility [Member] | Second Period [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument Interest Rate Portion Payable In Cash | 12.00% | |||||||||||
Debt Instrument Interest Rate Portion Payable In Kind | 14.00% | |||||||||||
Debt Instrument Interest Rate Addition To Pik Portion | 1.00% | |||||||||||
Debt Instrument Interest Rate Pik Portion Subtraction | 12.00% | |||||||||||
Amendment To New Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line Of Credit Facility Minimum Liquidity Through January 1 2017 | $ 500,000 | |||||||||||
Fourth Amendment To Amended And Restated Credit Agreement [Member] | OrbiMed and ROS [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument Additional Tranche Commitment | $ 1,000,000 | |||||||||||
Sixth Amendement To Restated New Credit Faciltiy [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line Of Credit Facility Loans Outstanding Payment Fee Percentage | 9.00% | |||||||||||
Sixth Amendement To Restated New Credit Faciltiy [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line Of Credit Facility Loans Outstanding Payment Fee Percentage | 7.50% | |||||||||||
Sixth Amendement To Restated New Credit Faciltiy [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line Of Credit Facility Loans Outstanding Payment Fee Percentage | 9.00% | |||||||||||
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 | |||||||||||
Subsequent Event [Member] | Seventh Amendement To Restated New Credit Faciltiy [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Description of Variable Rate Basis | interest accrued on such interest from January 2, 2017 until paid at a rate equal to 14% plus the higher of the LIBO Rate (as defined in the New Facility) for the fiscal quarter ended on December 31, 2016, or 1%. | |||||||||||
Debt Instrument Interest Rate Portion Payable In Kind | 14.00% | |||||||||||
Interest Payable | $ 1,107,244.19 | |||||||||||
Line Of Credit Facility Minimum Expected Liquidity | $ 500,000 | |||||||||||
Subsequent Event [Member] | Seventh Amendement To Restated New Credit Faciltiy [Member] | Xtant Medical Holdings and Subsidiaries [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line Of Credit Facility Minimum Expected Liquidity | $ 5,000,000 | |||||||||||
Silicon Valley Bank [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||
Silicon Valley Bank [Member] | First Loan Modification Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,000,000 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |||||||||||
Line of Credit Facility, Covenant Terms | The terms of the agreement included standard reporting covenants and a minimum, quarterly revenue covenant of $20 million through June 30, 2017 and then it increases to $22 million per quarter. | |||||||||||
Convertible Senior Unsecured Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 2,238,166 | |||||||||||
Debt Instrument, Interest Rate During Period | 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) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Risk-free interest rate | 1.49% | 1.75% |
Expected volatility | 81.00% | 80.00% |
Expected term | 7 years 10 months 24 days | 6 years 3 months 18 days |
Expected forfeiture rate | 29.00% | 20.00% |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation (Det59
Stock-Based Compensation (Details 1) - Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of activity under stock option plans [Line Items] | ||
Outstanding at January 1 | 664,081 | 695,336 |
Granted, Shares | 708,499 | 45,000 |
Exercised, Shares | 0 | (11,500) |
Cancelled or expired, Shares | (166,667) | (64,755) |
Outstanding at December 31 | 1,205,913 | 664,081 |
Exercisable at December 31 | 375,105 | 381,988 |
Outstanding at January 1, Weighted Average Exercise Price | $ 10.64 | $ 11.09 |
Granted, Weighted Average Exercise Price | 1.62 | 4 |
Exercised, Weighted Average Exercise Price | 0 | 1 |
Cancelled or expired, Weighted Average Exercise Price | 11.54 | 12.58 |
Outstanding at December 31, Weighted Average Exercise Price | 5.21 | 10.64 |
Exercisable at December 31, Weighted Average Exercise Price | 11.83 | 13.65 |
Outstanding at January 1, Weighted Average Fair Value At Grant Date | 5.32 | 5.35 |
Granted, Weighted Average Fair Value At Grant Date | 1.17 | 2.81 |
Exercised, Weighted Average Fair Value At Grant Date | 0 | 2.96 |
Cancelled or expired, Weighted Average Fair Value At Grant Date | 5.72 | 6.31 |
Outstanding at December 31, Weighted Average Fair Value At Grant Date | 2.82 | 5.32 |
Exercisable at December 31, Weighted Average Fair Value At Grant Date | $ 5.73 | $ 6.50 |
Stock-Based Compensation (Det60
Stock-Based Compensation (Details Textual) - USD ($) | Jul. 05, 2016 | Oct. 08, 2015 | Nov. 10, 2014 | Oct. 16, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Shares authorized under the Plan | 1,900,000 | |||||||
Aggregate intrinsic value of options outstanding | 650,000 | |||||||
Allocated Share-based Compensation Expense | $ 487,982 | $ 569,705 | ||||||
Stock Issued During Period, Value, New Issues | 2,562,462 | 515,395 | ||||||
General and Administrative Expense, Total | 15,762,531 | 12,993,307 | ||||||
Other Noncash Expense | 266,721 | $ 246,165 | ||||||
President [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Options granted | 300,000 | |||||||
Share Price | $ 1.11 | |||||||
Vice President [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 300,000 | |||||||
Share Price | $ 1.77 | |||||||
General and Administrative Expense, Total | 88,833 | |||||||
Messrs Lopach, Swanson Deedrick And Buckman [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 160,000 | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 80,404 | |||||||
Share Price | $ 1.99 | |||||||
Other Noncash Expense | 52,000 | |||||||
Messrs Mazzocchi And Timko [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 32,444 | |||||||
Options granted | 59,400 | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1.99 | |||||||
Other Noncash Expense | 10,000 | |||||||
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 | $ 830,808 | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 15,888 | 5,296 | ||||||
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 | $ 1.59 | |||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 610,916 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 20,000 | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 266,721 | $ 246,165 | ||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 39,312 | 55,995 | 25,045 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 160,000 | $ 200,000 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Issue Price On Grand Date | $ 4.07 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 58,820 | |||||||
Shares Issued, Price Per Share | $ 3.40 | |||||||
Stock Issued During Period, Value, New Issues | $ 150,870 | |||||||
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] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 100,000 | $ 100,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant activity [Line Items] | ||
Outstanding | 1,278,566 | 1,655,320 |
Issued | 5,055,345 | 0 |
Expired | (42,580) | (376,754) |
Outstanding | 6,291,331 | 1,278,566 |
Outstanding Weighted Average Exercise Price | $ 8.45 | $ 13.06 |
Issued, Weighted Average Exercise Price | 0.90 | 0 |
Expired, Weighted Average Exercise Price | 31.73 | 22.87 |
Outstanding Weighted Average Exercise Price | $ 8.45 | $ 8.45 |
Warrants (Details 1)
Warrants (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Value of underlying common stock (per share) | $ 0.55 | $ 2.80 |
Risk free interest rate | 1.93% | 1.02% |
Expected term | 3 years 3 months | 4 years 29 days |
Volatility | 84.00% | 79.00% |
Dividend yield | 0.00% | 0.00% |
Warrants (Details 2)
Warrants (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,278,566 | 1,655,320 |
Derivative warrants issued | 5,055,345 | 0 |
Outstanding | 6,291,331 | 1,278,566 |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,125,119 | 1,171,692 |
Derivative warrants issued | 0 | 0 |
Derivative warrants exercised | 0 | 0 |
Expired | 0 | (46,573) |
Outstanding | 1,125,119 | 1,125,119 |
Warrants (Details Textual)
Warrants (Details Textual) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Class of Warrant or Right [Line Items] | |
Unrealized Loss On Warranty Derivative Liability | $ 716,738 |
Commitments and Contingencies65
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Schedule of future minimum payments by operating lease [Line Items] | |
2,017 | $ 794,437 |
2,018 | 806,747 |
2,019 | 668,807 |
2,020 | 396,263 |
2,021 | 375,289 |
Thereafter | 1,038,416 |
Total | $ 4,079,959 |
Commitments and Contingencies66
Commitments and Contingencies (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
2,017 | $ 465,321 | |
2,018 | 452,756 | |
2,019 | 420,765 | |
2,020 | 162,745 | |
2,021 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 1,501,587 | |
Less amount representing interest | (424,588) | |
Present value of obligations under capital leases | 1,076,999 | |
Less current portion | (244,847) | $ (35,139) |
Long-term capital lease obligations | $ 832,152 | $ 7,800 |
Commitments and Contingencies67
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 23, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Sale-leaseback Transaction for the Property Located at 664 Cruiser Lane, Belgrade, Montana [Member] | |||
Schedule of commitment and contingencies [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 845,845 | $ 544,000 | |
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 10 years | 10 years | |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years | ||
Lessee Leasing Arrangements Operating Leases Term Of Contract Number Of Options To Extend | 2 | ||
Lessee Leasing Arrangements Operating Leases Term Of Each Option To Extend | 5 years | ||
Loans Payable [Member] | |||
Schedule of commitment and contingencies [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Income (loss) Before Provision for Income Taxes | $ (19,443,190) | $ (19,711,838) |
UNITED STATES | ||
Income Tax Disclosure [Line Items] | ||
Income (loss) Before Provision for Income Taxes | $ (19,443,190) | $ (19,711,838) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 50,362 | 0 |
Total current | 50,362 | 0 |
Deferred: | ||
Federal | 0 | (15,117,246) |
State | 0 | (2,420,162) |
Total deferred | 0 | (17,537,408) |
Total Income Tax | $ 50,362 | $ (17,537,408) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Statutory Federal tax rate | $ (6,822,743) | $ (6,898,830) |
Valuation allowance | 3,133,196 | 7,089,311 |
State income taxes, net of Federal benefit | (721,362) | (1,104,199) |
Purchase accounting valuation reversal | 0 | (17,537,408) |
Change in state income tax rate | 267,836 | (1,277,303) |
Change in Warrant Derivative Liability | (277,381) | (109,633) |
Other deferred tax adjustment | 0 | 581,444 |
Stock compensation adjustment and other reconciling items | 2,470,052 | 0 |
Acquisition expenses | 0 | 527,646 |
Non-cash interest | 1,915,018 | 1,096,446 |
Other | (1,038) | 1,762 |
Nondeductible meals, entertainment and other expense | 86,784 | 93,356 |
Total Income Tax Expense\Benefit | $ 50,362 | $ (17,537,408) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Accrued liability for vacation | $ 132,646 | $ 139,162 |
Accrued commissions and bonus / compensation | 43,538 | 1,369,265 |
Accrued contingencies | 135,452 | 142,107 |
Bad debt reserve | 639,868 | 1,047,382 |
Charitable contributions carryforward | 10,673 | 38,283 |
Inventory reserve | 1,760,691 | 1,461,566 |
Net operating loss carryovers | 27,863,368 | 22,698,555 |
Stock warrants | 132,543 | 139,056 |
Stock option compensation | 899,990 | 2,058,631 |
Debt discount and waiver amortization | 0 | 1,577,347 |
Other | 57,435 | 47,593 |
Total deferred tax assets | 31,676,204 | 30,718,947 |
Valuation allowance | (16,198,372) | (13,065,176) |
Total net deferred tax assets | 15,477,832 | 17,653,771 |
Deferred tax liabilities: | ||
Depreciation | (2,046,350) | (1,566,381) |
Amortization | (13,431,482) | (16,087,390) |
Total deferred tax liabilities | (15,477,832) | (17,653,771) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 3,113,196 | $ 10,969,836 |
Operating Loss Carryforwards | $ 71,997,000 | 55,905,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Operating Loss Carryforward Expiration Dates1 | Federal and Statenet operating loss carryovers both expire at various dates between 2025 and 2036. | |
Operating Loss Carryforwards, Limitations on Use | Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three year period. | |
Finite-lived Intangible Assets Acquired | 43,193,500 | |
Deferred Income Tax Expense (Benefit) | $ 0 | $ 17,537,408 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Bacterin Employee [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 2.00% |
Defined Benefit Plan Contributions Contribution Limit | $18,000 or the statutorily prescribed limit |
Defined Benefit Plan Contributions Enrollment Period | Four times a year |
X-Spine Employee [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 0.00% |
Defined Benefit Plan Contributions Contribution Limit | $18,000 or the statutorily prescribed limit |
Defined Benefit Plan Contributions Enrollment Period | Four times a year |
Supplemental Disclosure of Ca74
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash paid during the period for: | ||
Interest | $ 5,477,965 | $ 2,279,919 |
Non-cash activities: | ||
Issuance of capital leases | 1,178,660 | 70,921 |
Issuance of shares associated with legal settlement | 225,000 | 0 |
Issuance of shares in conjunction with the acquisition of X-spine | $ 0 | $ 14,934,146 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
One Vendor [Member] | Sales Revenue, Net [Member] | ||
Related Party Transaction [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
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 | $ 1,104,715 | $ 1,853,457 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | |||||
Mar. 31, 2017 | Jan. 21, 2017 | Jan. 17, 2017 | Jun. 21, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | |
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 65,000,000 | ||||||
Interest Payable | $ 7,648,776 | $ 2,700,476 | |||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 3 months | ||||||
Deferred Compensation Arrangement with Individual, Recorded Liability | $ 130,000 | ||||||
Deferred Compensation Arrangement With Individual, Monthly Installments | $ 43,333.33 | ||||||
Subsequent Event [Member] | Indenture Common Stock SPA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.5692 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 16,000,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 843,289 | ||||||
Subsequent Event [Member] | Indenture Notes SPA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Maturity Date | Jul. 15, 2021 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.7589 | ||||||
Subsequent Event [Member] | PIK Notes SPA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Maturity Date | Jul. 15, 2021 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.7589 | ||||||
Subsequent Event [Member] | Eight,Ninth,Tenth,Eleventh Amendment [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest Payable | $ 1,107,244 | ||||||
Debt Instrument, Description of Variable Rate Basis | interest accrued on such interest from January 2, 2017 until paid at a rate equal to 14% plus the higher of the LIBO Rate (as defined in the Facility) for the fiscal quarter ended on December 31, 2016, or 1%. | ||||||
Debt Instrument, Basis Spread on Variable Rate | 14.00% | ||||||
Convertible Senior Notes [Member] | Subsequent Event [Member] | Indenture Notes SPA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,560,000 | ||||||
Convertible Senior Notes [Member] | Subsequent Event [Member] | PIK Notes SPA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | 1,560,000 | ||||||
Convertible Promissory Notes [Member] | Subsequent Event [Member] | Indenture Notes SPA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | 52,000,000 | ||||||
Convertible Promissory Notes [Member] | Subsequent Event [Member] | PIK Notes SPA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 2,238,166 |