Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Xtant Medical Holdings, Inc. | |
Entity Central Index Key | 1,453,593 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 13,145,305 | |
Trading symbol | XTNT | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 6,049 | $ 2,856 |
Trade accounts receivable, net of allowance for doubtful accounts of $2,118 and $1,923, respectively | 10,404 | 12,714 |
Current inventories, net | 22,446 | 22,229 |
Prepaid and other current assets | 801 | 1,706 |
Total current assets | 39,700 | 39,505 |
Non-current inventories, net | 194 | |
Property and equipment, net | 8,928 | 9,913 |
Goodwill | 41,535 | 41,535 |
Intangible assets, net | 12,106 | 13,826 |
Other assets | 516 | 732 |
Total Assets | 102,785 | 105,705 |
Current Liabilities: | ||
Accounts payable | 7,526 | 9,316 |
Accounts payable - related party (note 13) | 160 | |
Accrued liabilities | 4,310 | 15,845 |
Warrant derivative liability | 90 | 131 |
Current portion of capital lease obligations | 469 | 366 |
Total current liabilities | 12,395 | 25,818 |
Long-term Liabilities: | ||
Capital lease obligation, less current portion | 353 | 624 |
Long-term convertible debt, less issuance costs | 70,853 | |
Long-term debt, less issuance costs | 79,429 | 67,109 |
Total Liabilities | 92,177 | 164,404 |
Commitments and Contingencies (note 10) | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.000001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.000001 par value; 50,000,000 shares authorized; 13,145,305 shares issued and outstanding as of June 30, 2018 and 1,514,899 shares issued and outstanding as of December 31, 2017 | ||
Additional paid-in capital | 165,809 | 86,247 |
Accumulated deficit | (155,521) | (144,946) |
Total Stockholders' Equity (Deficit) | 10,608 | (58,699) |
Total Liabilities & Stockholders' Equity (Deficit) | $ 102,785 | $ 105,705 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $ 2,118 | $ 1,923 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 13,145,305 | 1,514,899 |
Common Stock, shares outstanding | 13,145,305 | 1,514,899 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | ||||
Orthopedic product sales | $ 18,653 | $ 21,371 | $ 36,483 | $ 43,367 |
Other revenue | 88 | 37 | 191 | 124 |
Total Revenue | 18,741 | 21,408 | 36,674 | 43,491 |
Cost of sales | 6,266 | 7,880 | 11,968 | 15,056 |
Gross Profit | 12,475 | 13,528 | 24,706 | 28,435 |
Operating Expenses | ||||
General and administrative | 3,402 | 4,527 | 6,425 | 8,655 |
Sales and marketing | 8,545 | 11,137 | 16,894 | 22,134 |
Research and development | 418 | 640 | 832 | 1,339 |
Depreciation and amortization | 1,041 | 1,470 | 2,045 | 2,751 |
Restructuring expenses | 1,234 | 1,632 | 1,968 | 1,632 |
Separation related expenses | 55 | 381 | 55 | 605 |
Non-cash compensation expense | 41 | 92 | 405 | 237 |
Total Operating Expenses | 14,736 | 19,879 | 28,624 | 37,353 |
Loss from Operations | (2,261) | (6,351) | (3,918) | (8,918) |
Other (Expense) Income | ||||
Interest expense | (2,820) | (3,328) | (6,366) | (6,729) |
Change in warrant derivative liability | 79 | (14) | 41 | 156 |
Other (expense) income | (12) | 11 | ||
Total Other (Expense) Income | (2,741) | (3,342) | (6,337) | (6,562) |
Net Loss from Operations | $ (5,002) | $ (9,693) | $ (10,255) | $ (15,480) |
Net loss per share: | ||||
Basic | $ (0.38) | $ (6.43) | $ (1) | $ (10.31) |
Dilutive | $ (0.38) | $ (6.43) | $ (1) | $ (10.31) |
Shares used in the computation: | ||||
Basic | 13,085,668 | 1,507,716 | 10,299,090 | 1,501,079 |
Dilutive | 13,085,668 | 1,507,716 | 10,299,090 | 1,501,079 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities: | ||
Net loss | $ (10,255) | $ (15,480) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,227 | 4,171 |
Non-cash interest | 6,205 | 6,211 |
Loss on disposal of fixed assets | 205 | 1,586 |
Non-cash compensation expense/stock option expense | 405 | 397 |
Provision for losses on accounts receivable and inventory | 83 | 1,063 |
Change in derivative warrant liability | (41) | (156) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,152 | 2,544 |
Inventories | (388) | 1,202 |
Prepaid and other assets | 1,120 | 12 |
Accounts payable | (1,948) | (2,372) |
Accrued liabilities | (421) | 63 |
Net cash provided by (used in) operating activities | 344 | (756) |
Investing activities: | ||
Purchases of property and equipment and intangible assets | (288) | (1,068) |
Net cash used in investing activities | (288) | (1,068) |
Financing activities: | ||
Proceeds from long-term debt | 11,387 | |
Payments on capital leases | (167) | (28) |
Payments on revolving line credit | (10,448) | |
Expenses associated with private placement and convertible debt conversion | (3,507) | |
Proceeds from equity private placement | 6,810 | |
Proceeds from issuance of stock | 1 | |
Net cash provided by financing activities | 3,137 | 911 |
Net change in cash and cash equivalents | 3,193 | (914) |
Cash and cash equivalents at beginning of period | 2,856 | 2,578 |
Cash and cash equivalents at end of period | $ 6,049 | $ 1,665 |
Business Description and Summar
Business Description and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 Business Description The accompanying condensed consolidated financial statements include the accounts of Xtant Medical Holdings, Inc. (“Xtant”), a Delaware corporation, and its wholly owned subsidiaries, Xtant Medical, Inc. (“Xtant Medical”), a Delaware corporation, Bacterin International, Inc., (“Bacterin”) a Nevada corporation, and X-Spine Systems, Inc. (“X-spine”), an Ohio corporation (Xtant, Xtant Medical, Bacterin and X-spine are jointly referred to herein as the “Company” or sometimes “we”, “our” or “us”). All intercompany balances and transactions have been eliminated in consolidation. Xtant 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 markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company’s operating results. The Company’s business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution methods, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available donors could have an adverse impact on our business. The accompanying interim condensed consolidated financial statements of Xtant for the three and six months ended June 30, 2018 and 2017 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual consolidated financial statements, but in the opinion of management, include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results which may be achieved in the future for the full year ending December 31, 2018. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto which are included in Xtant’s Annual Report on Form 10-K for the year ended December 31, 2017. The accounting policies set forth in those annual consolidated financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated financial statements, except as modified for appropriate interim consolidated financial statement presentation. As described in more detail below, effective as of February 13, 2018, the Company effected a 1-for-12 reverse split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split is reflected in the share amounts in all periods presented in this report. Corporate Restructuring Restructuring Agreement On January 11, 2018, we entered into a Restructuring and Exchange Agreement (the “Restructuring Agreement”) with ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP (collectively referred to herein as the “Investors”), Bruce Fund, Inc., Park West Partners International, Limited (“PWPI”), Park West Investors Master Fund, Limited (“PWIMF”), and Telemetry Securities, L.L.C., and with the Investors, are collectively referred to herein as the “Holders”. Pursuant to the Restructuring Agreement, and following the execution of the Sixth Amendment to the 2017 Notes, described in the “Debt” and “Equity” sections below, on January 17, 2018, the Investors converted the 6.00% convertible senior unsecured notes due 2021, plus accrued and unpaid interest, at the $9.11 per share conversion rate originally provided thereunder (the “2017 Notes”), into 189,645 shares of our common stock. In connection with the Restructuring Agreement, we held a special meeting of stockholders on February 13, 2018 (“Special Meeting”), where our stockholders approved the following actions: ● Approval of the issuance of shares of common stock for purposes of Sections 713(a) and 713(b) of the NYSE American Company Guide. ● Approval of an amendment to our certificate of incorporation (“Charter”) to change the number of authorized shares of common stock and preferred stock available for issuance and to make such other changes as are described below. ● Approval of six new directors to constitute a new board of directors, to serve until the 2018 Annual Meeting of Stockholders and until they or respective successors have been duly elected and qualified. After giving effect to the Reverse Stock Split (described below), $70.3 million aggregate principal amount of our then outstanding 6.00% convertible senior unsecured notes due 2021 held by the Holders (the “Remaining Notes”), plus accrued and unpaid interest, were exchanged for newly-issued shares of our common stock at an exchange rate of 138.8889 shares per $1,000 principal amount of the Remaining Notes, for an exchange price of $7.20 per share (the “Notes Exchange”). This resulted in the issuance of 10,401,309 shares of our common stock to the Holders and the Investors acquiring an approximately 70% controlling interest in our outstanding shares of common stock. Upon the completion of the Notes Exchange, all outstanding obligations under our convertible senior secured notes were satisfied in full and the Indentures governing such notes were discharged. Pursuant to the terms of the Restructuring Agreement, we commenced a rights offering to allow our stockholders as of April 27, 2018 record date to purchase up to an aggregate of 1,137,515 shares of our common stock at a subscription price of $7.20 per share. The rights offering expired on June 18, 2018. We issued 129 shares of common stock in the rights offering and received $0.9 thousand gross proceeds. Amended and Restated Certificate of Incorporation On February 13, 2018, following the Special Meeting, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Charter (the “Certificate Amendment”) The Certificate Amendment amended and restated our Charter, to, among other things: ● effect the Reverse Stock Split; ● after giving effect to the Reverse Stock Split, decrease the number of authorized shares of common stock available for issuance from 95,000,000 to 50,000,000 and increase the number of authorized shares of preferred stock available for issuance from 5,000,000 to 10,000,000; ● authorize the Board of Directors (“Board”) to increase or decrease the number of shares of any series of our capital stock, provided that such increase or decrease does not exceed the number of authorized shares or be less than the number of shares then outstanding; ● authorize the Board to issue new series of preferred stock without approval of the holders of common stock or other series of preferred stock, with such powers, preferences and rights as may be determined by the Board; ● authorize a majority of the Board to fix the number of our directors; ● indemnify the members of the Board to the fullest extent permitted by law; ● remove the classification of the Board to require all directors to be elected annually; ● provide that special meetings of our stockholders may only be called by the Board, the chairman of the Board or our chief executive officer; ● provide that no stockholder will be permitted cumulative voting at any election of directors; ● elect not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”); ● elect the Court of Chancery of the State of Delaware to be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty owed by any of our directors, officers or other employees, any action under the DGCL, our Charter or bylaws or any actions governed by the internal affairs doctrine; and ● require the vote of at least two-thirds of the voting power of the then outstanding shares of our capital stock to amend or repeal certain provisions of our Charter. The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on February 13, 2018, and our common stock began trading on a split-adjusted basis when the market opened on February 14, 2018. Upon the effectiveness of the Reverse Stock Split, every 12 shares of our issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made to the per share exercise or conversion price and the number of shares issuable upon the exercise of all of our outstanding stock options and convertible securities to purchase shares of common stock and the number of shares underlying restricted stock awards and reserved for issuance pursuant to our equity incentive compensation plan. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was rounded down to the nearest whole share. All share and per share amounts have been retroactively restated to reflect the Reverse Stock Split. Private Placement SPA On February 14, 2018, we entered into a Securities Purchase Agreement (the “Private Placement SPA”) with the Investors pursuant to which the Investors purchased from us an aggregate of 945,819 shares of our common stock, at a price of $7.20 per share, for aggregate proceeds of $6.8 million. Investor Rights Agreement Effective February 14, 2018, we entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with the Holders. Under the Investor Rights Agreement, the Investors are permitted to nominate a majority of our directors and designate the chairperson of the Board at subsequent annual meetings, as long as the Investors maintain an ownership threshold in the Company of at least 40% of our then outstanding common stock (the “Ownership Threshold”). If the Investors are unable to maintain the Ownership Threshold, the Investor Rights Agreement contemplates a reduction of nomination rights commensurate with their ownership interests. For so long as the Ownership Threshold is met, we must obtain the approval of the Investors to proceed with the following actions: (i) issue new securities; (ii) incur over $0.25 million of debt in a fiscal year; (iii) sell or transfer over $0.25 million of our assets or businesses or our subsidiaries in a fiscal year; (iv) acquire over $0.25 million of assets or properties in a fiscal year; (v) make capital expenditures over $0.125 million individually, or $1.5 million in the aggregate during a fiscal year; (vi) approve our annual budget; (vii) hire or terminate our chief executive officer; (viii) appoint or remove the chairperson of the Board; and (ix) make, loans to, investments in, or purchase, or permit any subsidiary to purchase, any stock or other securities in another entity in excess of $0.25 million in a fiscal year. As long as the Ownership Threshold is met, we may not increase the size of the Board beyond seven directors without the approval of a majority of the directors nominated by the Investors. The Investor Rights Agreement grants the Holders the right to purchase from us a pro rata amount of any new securities that we may propose to issue and sell. The Investor Rights Agreement may be terminated (a) upon the mutual written agreement of all the parties, (b) upon written notice of the Company or an Investor, if such Investor’s ownership percentage of our then outstanding common stock is less than 10%, or (c) upon written notice by the Investors. PWPI and PWIMF’s right to purchase from us a pro rata amount of any new securities will also terminate at such time as their aggregate ownership percentage of our then outstanding common stock is less than 8.5%. Registration Rights Agreement Effective February 14, 2018, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Holders. The Registration Rights Agreement requires us to, among other things, file with the U. S. Securities and Exchange Commission (“SEC”) a shelf registration statement within 90 days of the date of the Registration Rights Agreement covering the resale, from time to time, of our common stock issued. This registration statement became effective on June 4, 2018. Second Amended and Restated Bylaws On February 14, 2018, we amended and restated our current bylaws by adopting the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws amended our existing bylaws to, among other things: ● provide for annual and special meetings of stockholders to be held through remote communications; ● provide for the election of any directors not elected at an annual meeting of stockholders to be elected at a special meeting of stockholders; ● declassify the Board into one group of directors that will hold office until the subsequent annual meeting of stockholders and until the election and qualification of such directors’ respective successors; ● provide for the filling of a new directorship or director vacancy by the affirmative vote of the holders of a majority of the voting power of our shares of stock; ● allow for a majority of the Board present to adjourn a Board meeting if a quorum is not met; ● unless otherwise restricted in the Amended Bylaws or our Charter, provide the Board with the authority to fix the compensation of directors, including without limitation, compensation for services as members of Board committees; ● allow us to enter into an agreement with a stockholder to restrict the transfer of shares held by such stockholder in any manner not prohibited by the DGCL; and ● allow the Board to declare dividends on our capital stock, subject to any provisions of our Charter and applicable law. Concentrations and Credit Risk The Company’s accounts receivables are due from a variety of health care organizations and distributors throughout the world. No single customer accounted for more than 10% of revenue or accounts receivable for the comparable periods. The Company provides for uncollectible amounts when specific credit issues arise. Management’s estimates for uncollectible amounts have been adequate during prior periods, and management believes that all significant credit risks have been identified at June 30, 2018. Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment, goodwill, and intangible assets and liabilities; valuation allowances for trade receivables, inventory, and deferred income tax assets and liabilities; 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. 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. Management reviewed assumptions and tested intangible assets as of June 30, 2018 and determined that no impairment of the carrying value of the long-lived assets existed during the second quarter of 2018. 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 December 31, 2017. The Company conducts its impairment test on an annual basis. Revenue Recognition The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2014-09, Topic 606, Revenue from Contracts with Customers The Company’s contracts with its customers are generally reviewed and revised on an annual basis. The Company does not incur upfront costs or exclusivity fees in conjunction with entering into a customer contract. The Company’s customer contracts do not provide for percentage of completion performance measures or contingent consideration. The Company does not have deferred or unearned revenue arrangements with its customers that would give rise to contract liabilities. No contract assets or contract liabilities are recorded in our consolidated balance sheets as of June 30, 2018 or December 31, 2017. 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 usage of the product to the Company and, upon such notice, the Company invoices the customer and revenue is recognized. In the normal course of business, the Company accepts returns of product that have not been implanted. Product returns are not material to the Company’s consolidated statements of operations. The Company accounts for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. Payment terms are generally net 30 days from invoice date and some customers are offered discounts for early pay. Research and Development Research and development costs, which are principally related to internal costs for the development of new devices and biologics are expensed as incurred. Net Loss Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net income (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the three and six months ended June 30, 2018 and 2017, 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 558,161 and 623,159 outstanding stock options and warrants for the three and six months ended June 30, 2018 and 2017, respectively, are anti-dilutive. Fair Value of Financial Instruments The carrying values of financial instruments, including trade accounts receivable, accounts payable, other accrued expenses and long-term debt, approximate their fair values based on terms and related interest rates. The Company follows a framework for measuring fair value. The framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. As of June 30, 2018, and December 31, 2017, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories. The following table sets forth by level, within the fair value hierarchy, our liabilities that are measured at fair value on a recurring basis: Warrant derivative liability (in thousands): As of June 30, 2018 As of December 31, 2017 Level 1 - - Level 2 - - Level 3 $ 90 $ 131 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 9, “Warrants” below). Level 3 Changes 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 six months ended June 30, 2018: Warrant derivative liability Balance at January 1, 2017 $ 334 Gain recognized in earnings (203 ) Balance at January 1, 2018 $ 131 Gain recognized in earnings (41 ) Balance at June 30, 2018 $ 90 During the six months ended June 30, 2018, the Company did not change any of the valuation techniques used to measure its liabilities at fair value. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit losses: Measurement of Credit Losses on Financial Instruments Financial Instruments-Credit Loss In June 2018, the FASB issued ASU No. 2018-07, Stock Compensation (Topic 718) |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | (2) Inventories, Net Inventories consist of the following (in thousands): June 30, 2018 December 31, 2017 Current inventories: Raw materials $ 4,040 $ 4,277 Work in process 1,292 1,515 Finished goods 24,014 23,270 Gross current inventories 29,346 29,062 Reserve for obsolescence (6,900 ) (6,833 ) Current inventories, net 22,446 22,229 Non-current inventories: Finished goods 608 1,072 Reserve for obsolescence (608 ) (878 ) Non-current inventories, net - 194 Total inventories, net $ 22,446 $ 22,423 The Company provides implants and biologic inventory on consignment through its various sales channels to logistically place the inventory near the anticipated surgical location. Consigned inventory was approximately $9.8 million and $12.0 million at June 30, 2018 and December 31, 2017, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | (3) Property and Equipment, Net Property and equipment, net are as follows (in thousands): June 30, 2018 December 31, 2017 Equipment $ 4,465 $ 4,471 Computer equipment 484 489 Computer software 499 524 Furniture and fixtures 215 215 Leasehold improvements 4,022 4,030 Vehicles 10 10 Surgical instruments 11,622 11,462 Total cost 21,317 21,201 Less: accumulated depreciation (12,389 ) (11,288 ) Property and equipment, net $ 8,928 $ 9,913 The Company deploys certain surgical instruments through its various sales channels for use with implant and biologic inventory to be utilized during surgical procedures. The instruments are classified as non-current assets within property and equipment and depreciated using the straight-line method over a five-year useful life. The net book value of these surgical instruments was approximately $6.5 million and $4.6 million at June 30, 2018 and December 31, 2017, respectively. Instruments are recorded at cost and are carried at net book value (cost less accumulated depreciation). Depreciation expense related to property and equipment, including property under capital lease, for the first six months of 2018 and 2017 was $1.6 million and $1.9 million respectively. The Company leases certain equipment under capital leases. For financial reporting purposes, minimum lease payments relating to the assets have been capitalized. As of June 30, 2018, the Company has recorded $1.7 million gross assets in Equipment and $0.7 million of accumulated depreciation relating to assets under capital leases. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (4) Intangible Assets The following table sets forth information regarding intangible assets ( in thousands): June 30, 2018 December 31, 2017 Patents $ 847 $ 847 Acquisition related intangibles: Technology 13,789 13,789 Customer relationships 9,911 9,911 Tradename 1,867 1,867 Non-compete 41 41 Accumulated amortization (14,349 ) (12,629 ) Intangible assets, net $ 12,106 $ 13,826 Aggregate amortization expense: $ 1,720 $ 4,629 The following is a summary of estimated future amortization expense for intangible assets as of June 30, 2018 (in thousands): Remainder of 2018 $ 1,718 2019 3,252 2020 2,170 2021 1,409 2022 1,052 Thereafter 2,505 Total $ 12,106 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | (5) Accrued Liabilities Accrued liabilities consist of the following (in thousands): June 30, 2018 December 31, 2017 Accrued stock compensation $ 61 $ 120 Wages/commissions payable 2,215 2,831 Accrued interest payable - 10,835 Other accrued expenses 2,034 2,059 Accrued liabilities $ 4,310 $ 15,845 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | (6) Debt Convertible Notes During the first quarter of 2018 in connection with our Restructuring, all of the outstanding 6.00% convertible senior unsecured notes due 2021 were converted into shares of our common stock and the Indenture governing such notes was discharged. Twenty-Second Amendment to the Amended and Restated Credit Agreement Effective January 30, 2018, the Company and Investors entered into the Twenty-Second Amendment to the Amended and Restated Credit Agreement, which amended the Amended and Restated Credit Agreement dated July 27, 2015 by and between Bacterin and ROS Acquisition Offshore LP (collectively, the “Amended and Restated Credit Agreement” and the facility created under such agreement, the “Credit Facility”). This amendment further deferred the Company’s accrued interest payment date for the fiscal quarters ended on December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 until February 28, 2018. Twenty-Third Amendment to the Amended and Restated Credit Agreement Effective February 14, 2018, the Company and Investors entered into the Twenty-Third Amendment to the Amended and Restated Credit Agreement, which further amended the Amended and Restated Credit Agreement and terms of the Credit Facility. As of this amendment, the interest payable has been carried forward and as modified, the interest rate options within the Credit Facility are as follows: (a) through December 31, 2018, we will have the option at our sole discretion (i) to pay PIK Interest at LIBOR (as defined in the Credit Facility) plus 12% or (ii) pay cash interest at LIBOR plus 10%; (b) beginning January 1, 2019 through June 30, 2019, we will have the option at our sole discretion to either (i) pay PIK Interest at LIBOR plus 15% or (ii) pay cash interest at LIBOR plus 10%; and (c) beginning July 1, 2019 through the maturity date of the Credit Facility, we will pay cash interest at LIBOR plus 10%. The amendment also reduced the prepayment or repayment fee under the Credit Facility to 1%. This amendment also modified the financial covenants of the Credit Facility, including removing the minimum revenue covenant, providing a minimum liquidity covenant, a consolidated leverage ratio covenant, and a minimum consolidated EBITDA covenant, all as defined in the Amended and Restated Credit Agreement. As of June 30, 2018, we were in compliance with all applicable covenants. Long-term debt consists of the following (in thousands): June 30, 2018 December 31, 2017 Amounts due under the Credit Facility $ 55,787 $ 55,787 PIK interest payable related to the Credit Facility 23,850 11,582 6% convertible senior unsecured notes due 2021 - 71,865 Gross long-term debt 79,637 139,234 Less: total debt issuance costs (208 ) (1,272 ) Long-term debt, less issuance costs $ 79,429 $ 137,962 All gross long-term debt will mature July 31, 2020 and become payable at that time. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity | (7) Equity Convertible Note Indenture During the first quarter of 2018, in connection with our Restructuring (defined above), all of the outstanding 6.00% convertible senior unsecured notes due 2021 were converted or exchanged into shares of our common stock and the Indenture governing such notes was discharged. On January 17, 2018, the Investors converted $1.6 million aggregate principal amount of 6.00% convertible senior unsecured promissory notes due in 2021, which were issued effective January 17, 2017, plus accrued and unpaid interest, into 189,645 shares of our common stock. On February 14, 2018, an additional $70.3 million aggregate principal amount of notes, plus accrued and unpaid interest, were exchanged for 10,401,309 newly-issued shares of our common stock. Private Placement SPA On February 14, 2018, we sold to the Investors pursuant to the Private Placement SPA 945,819 shares of our common stock, at a price of $7.20 per share, for aggregate proceeds of $6.8 million. Registration Rights Agreement On May 15, 2018, we filed a shelf resale registration statement with the SEC pursuant to our obligations under the Registration Rights Agreement. This registration statement was declared effective by the SEC on June 4, 2018. Rights Offering On May 18, 2018, we distributed to holders of our common stock, at no charge, non-transferable subscription rights to purchase up to an aggregate of 1,137,515 shares of our common stock (the “Rights Offering”). In the Rights Offering, holders received 0.0869816 subscription rights for each share of common stock held on the record date, April 27, 2018. The units were priced at $7.20 per unit. The Rights Offering expired on June 18, 2018, at which time the rights were no longer exercisable. We issued 129 shares of our common stock in the Rights Offering, resulting in $0.9 thousand in gross proceeds to us. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | (8) 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 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. The Plan is administered by the Board. 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. As of June 30, 2018, 153,333 shares were currently authorized under the Plan and approximately 15,000 shares remained available for issuance. Shares of common stock issued under the Plan may be newly issued shares or reacquired shares. From time to time, we have granted options to purchase common stock outside of the Plan to new hires (collectively the “Non-Plan Grants”). Stock compensation expense recognized in the condensed consolidated statements of operations for the six months ended June 30, 2018 and 2017 is based on awards 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. No stock options were issued in the first six months of 2018 or 2017. Stock option activity, including options granted under the Plan and the Non-Plan Grants, was as follows (in thousands, except number of shares and per share amounts): 2018 2017 Weighted Weighted Average Weighted Weighted Average Average Exercise Fair Value at Average Exercise Fair Value at Shares Price Per Share Grant Date Per Share Shares Price Per Share Grant Date Per Share Outstanding at January 1 67,465 $ 71.03 $ 36.85 100,492 $ 62.52 $ 33.84 Cancelled or expired (22,971 ) 96.44 46.94 (1,611 ) 137.04 94.92 Outstanding at June 30 44,494 $ 53.14 $ 27.36 98,881 $ 61.32 $ 33.60 Exercisable at June 30 44,494 $ 53.14 $ 27.36 32,335 $ 137.04 $ 68.04 The aggregate intrinsic value of options outstanding as of June 30, 2018 was zero because the closing price of the stock at June 30, 2018 was less than the strike price of all options outstanding. As of February 13, 2018, all options were fully vested and $0.2 million was expensed in the first quarter of 2018 due to the change of control as a result of the Corporate Restructuring, noted above. Total stock-based compensation recognized for employees and directors was $0.4 million for each the six months ended June 30, 2018 and 2017, respectively and was recognized as Non-cash compensation expense as discussed below. During the six months ended June 30, 2018, we granted an aggregate of 67,708 shares of restricted stock to our non-employee directors of the Company. These awards will vest and become non-forfeitable with respect to one-half of the underlying shares on February 14, 2019 and the remaining half on February 14, 2020. The total expense of these restricted stock awards, which amounts to $0.3 million in the aggregate or $4.80 per share, is being recognized ratably over the vesting period as Non-cash compensation expense. During the six months ended June 30, 2018, $0.1 million was expensed. On July 25, 2017, we granted 25,974 shares of restricted stock to certain former non-employee directors of the Company. These awards became fully vested and non-forfeitable on February 13, 2018 as a result of the Restructuring, which constituted a change of control under the Plan. The total expense of these restricted stock awards, which amounted to $0.2 million in the aggregate or $9.24 per share, was being recognized over the vesting period as Non-cash compensation expense. During the three months ended March 31, 2018, the remaining $0.1 million of expense was recognized. Effective October 6, 2016, the Board granted our Chief Executive Officer, Carl O’Connell, an option to purchase 25,000 shares of common stock at an exercise price of $13.32 per share. This option was granted outside the Plan as an inducement option. As a result of the Restructuring, which constituted a change of control under the option agreement, this option became fully vested on February 13, 2018 and was fully expensed during the quarter ended March 31, 2018. On June 13, 2018, the Board approved, subject to stockholder approval, the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan, which is intended to replace the Plan with respect to future equity awards. On August 1, 2018, our stockholders approved the 2018 Plan. See Note 15, “Subsequent Events.” |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | (9) Warrants The following table summarizes our warrant activities for the six months ended June 30, 2018: Weighted Common Average Stock Exercise Warrants Price Outstanding as of January 1, 2017 524,277 $ 26.76 Expired (4,360 ) 135.36 Outstanding at January 1, 2018 519,917 $ 25.68 Expired (6,250 ) 5.70 Outstanding at June 30, 2018 513,667 $ 25.92 We utilize a lattice valuation model to determine the fair market value of the warrants accounted for as liabilities. The lattice valuation model accommodates the probability of exercise price adjustment features as outlined in the warrant agreements. We recorded an unrealized gain of $41 thousand resulting from the change in the fair value of the warrant derivative liability for the first six months of 2018. Under the terms of some of our warrant agreements, at any time while the warrant is outstanding, the exercise price per share can be reduced to the price per share of future subsequent equity sales of our common stock or a common stock equivalent that is lower than the exercise price per share as stated in the warrant agreement. The estimated fair value was derived using a valuation model with the following weighted-average assumptions: Six Months Ended June 30, 2018 2017 Value of underlying common stock (per share) $ 5.55 $ 7.92 Risk-free interest rate 2.62 % 1.85 % Expected term in years 4.1 5.1 Volatility 62 % 96 % Dividend yield 0 % 0 % The following table summarizes our activities related to warrants accounted for as a derivative liability for the six months ended June 30, 2018 and 2017: 2018 2017 Balance at January 1, 2018 93,759 93,759 Derivative warrants issued, exercised and expired (6,250 ) - Balance at June 30, 2018 87,509 93,759 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (10) 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 for one facility, we have the right of first refusal on any sale. Future minimum payments for the next five years and thereafter as of June 30, 2018, under these leases, are as follows (in thousands): Remainder of 2018 $ 404 2019 669 2020 396 2021 375 2022 354 Thereafter 887 Total $ 3,085 Rent expense was $0.6 million and $0.4 million for the six months ended June 30, 2018 and 2017, respectively. Rent expense is determined using the straight-line method of the minimum expected rent paid over the term of the agreement. We have no contingent rent agreements. Capital Leases Future minimum payments for the next five years and thereafter as of June 30, 2018, under capital leases for equipment, are as follows (in thousands): Remainder of 2018 $ 267 2019 502 2020 218 2021 - 2022 - Thereafter - Total minimum lease payments 987 Less amount representing interest (165 ) Present value of obligations under capital leases 822 Less current portion (469 ) Long-term capital lease obligations $ 353 Litigation On August 10, 2017, a civil suit complaint was filed against Xtant in the United States District Court, District of Nevada by Axis Spine NV, LLC (“Axis”), Case No. 2:17-CV-02147-APG-VCF. The complaint alleges breach of contract, breach of the implied covenant of good faith and fair dealing, and tortious interference with prospective economic advantage with respect to an alleged medical device distribution relationship between the parties. Axis seeks relief in the form of damages in an amount in excess of $1.0 million. The Court is considering Xtant’s motions to dismiss and for summary judgment. In addition, we are engaged in ordinary routine litigation incidental to our business from time to time, including product liability disputes. Indemnification Arrangements Our indemnification arrangements generally include limited warranties and certain provisions for indemnifying customers against liabilities if our products or services infringe a third-party’s intellectual property rights. To date, we have not incurred any material costs as a result of such warranties or indemnification provisions and have not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (11) Income Taxes In evaluating the realizability of the net deferred tax assets, we take into account a number of factors, primarily relating to the ability to generate taxable income. Where it is determined that it is likely that we will be unable to realize deferred tax assets, a valuation allowance is established against the portion of the deferred tax asset. Because it cannot be accurately determined when or if we will become profitable, a valuation allowance was provided against the entire deferred income tax asset balance. The Company did not recognize any interest or penalties related to income taxes for the six months ended June 30, 2018 and 2017. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into legislation. At December 31, 2017, the Company made a reasonable estimate of the effects on the existing deferred tax balances and recorded a provisional amount in the 2017 financial statements. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, the Company has provisionally determined that there is no tax deferred tax benefit or expense with respect to the remeasurement of certain deferred tax assets and liabilities due to the full valuation allowance against net deferred tax assets. The Company is still analyzing certain aspects of the Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. There has been no change to the provisional adjustment recorded in 2017 nor during the first six months of 2018. Additional analysis of the law and the impact to the Company will be performed and any impact will be recorded in the respective period in 2018. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | (12) Supplemental Disclosure of Cash Flow Information Supplemental cash flow information is as follows (in thousands): Six Months Ended June 30, 2018 2017 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 170 $ 386 Non-cash activity: Issuance of capital leases $ 84 $ 967 Interest converted into common stock $ 556 $ 480 Conversion of convertible debt to equity $ 71,865 $ - Convertible PIK interest $ 4,764 $ - Conversion of interest related to the Credit Facility to long-term debt $ 7,977 $ - Write-off of convertible debt issuance cost $ 1,012 $ - Transfer of inventory to property and equipment $ 439 $ - |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (13) Related Party Transactions The Investors, which collectively own approximately 70% of our outstanding common stock, are the sole holders of our outstanding long-term debt. In addition, as described in more detail under Note (1), we are parties to an Investor Rights Agreement and Registration Rights Agreement with the Investors. Transactions between the Company and the Investors are conducted under the provisions of Amended and Restated Credit Agreement, the Investor Rights Agreement and the Registration Rights Agreement, as noted above. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | (14) Segment and Geographic Information The Company’s management reviews financial results and manages the business on an aggregate basis. Therefore, financial results are reported in a single operating segment: the development, manufacture and marketing of orthopedic medical products. The Company attributes revenues to geographic areas based on the location of the customer. Approximately 95% and 98% of sales were in the United States, respectively, for the six months ended June 30, 2018 and 2017. Total revenue by major geographic area is as follows (in thousands): Six Months Ended June 30, 2018 2017 United States $ 34,792 $ 42,410 Rest of world 1,882 1,081 Total revenue $ 36,674 $ 43,491 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | (15) Subsequent Events Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan On August 1, 2018, our stockholders approved the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan at the 2018 annual meeting of stockholders of Xtant. The Board previously approved the 2018 Plan, subject to approval by our stockholders, on June 13, 2018. The 2018 Plan became effective immediately upon approval by our stockholders and will expire on July 31, 2028, unless terminated earlier. The 2018 Plan replaced the Amended and Restated Xtant Medical Equity Incentive Plan. The 2018 Plan permits the Board, or a committee thereof, to grant to eligible employees, non-employee directors and consultants of the Company non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. The Board may select 2018 Plan participants and determine the nature and amount of awards to be granted. Subject to adjustment as provided in the 2018 Plan, the number of shares of our common stock available for issuance under the 2018 Plan is 1,307,747 shares. After the approval and effectiveness of the 2018 Plan, the Board approved various awards thereunder to certain officers and employees, consisting of stock option grants to purchase an aggregate of 410,770 shares of our common stock and 40,000 shares of restricted stock units. In addition, a restricted stock award for 26,042 shares was approved for one of our non-employee directors. All of these awards will become effective during the third quarter ended September 30, 2018. |
Business Description and Summ21
Business Description and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | Business Description The accompanying condensed consolidated financial statements include the accounts of Xtant Medical Holdings, Inc. (“Xtant”), a Delaware corporation, and its wholly owned subsidiaries, Xtant Medical, Inc. (“Xtant Medical”), a Delaware corporation, Bacterin International, Inc., (“Bacterin”) a Nevada corporation, and X-Spine Systems, Inc. (“X-spine”), an Ohio corporation (Xtant, Xtant Medical, Bacterin and X-spine are jointly referred to herein as the “Company” or sometimes “we”, “our” or “us”). All intercompany balances and transactions have been eliminated in consolidation. Xtant 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 markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company’s operating results. The Company’s business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution methods, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available donors could have an adverse impact on our business. The accompanying interim condensed consolidated financial statements of Xtant for the three and six months ended June 30, 2018 and 2017 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual consolidated financial statements, but in the opinion of management, include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results which may be achieved in the future for the full year ending December 31, 2018. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto which are included in Xtant’s Annual Report on Form 10-K for the year ended December 31, 2017. The accounting policies set forth in those annual consolidated financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated financial statements, except as modified for appropriate interim consolidated financial statement presentation. As described in more detail below, effective as of February 13, 2018, the Company effected a 1-for-12 reverse split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split is reflected in the share amounts in all periods presented in this report. |
Corporate Restructuring | Corporate Restructuring Restructuring Agreement On January 11, 2018, we entered into a Restructuring and Exchange Agreement (the “Restructuring Agreement”) with ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP (collectively referred to herein as the “Investors”), Bruce Fund, Inc., Park West Partners International, Limited (“PWPI”), Park West Investors Master Fund, Limited (“PWIMF”), and Telemetry Securities, L.L.C., and with the Investors, are collectively referred to herein as the “Holders”. Pursuant to the Restructuring Agreement, and following the execution of the Sixth Amendment to the 2017 Notes, described in the “Debt” and “Equity” sections below, on January 17, 2018, the Investors converted the 6.00% convertible senior unsecured notes due 2021, plus accrued and unpaid interest, at the $9.11 per share conversion rate originally provided thereunder (the “2017 Notes”), into 189,645 shares of our common stock. In connection with the Restructuring Agreement, we held a special meeting of stockholders on February 13, 2018 (“Special Meeting”), where our stockholders approved the following actions: ● Approval of the issuance of shares of common stock for purposes of Sections 713(a) and 713(b) of the NYSE American Company Guide. ● Approval of an amendment to our certificate of incorporation (“Charter”) to change the number of authorized shares of common stock and preferred stock available for issuance and to make such other changes as are described below. ● Approval of six new directors to constitute a new board of directors, to serve until the 2018 Annual Meeting of Stockholders and until they or respective successors have been duly elected and qualified. After giving effect to the Reverse Stock Split (described below), $70.3 million aggregate principal amount of our then outstanding 6.00% convertible senior unsecured notes due 2021 held by the Holders (the “Remaining Notes”), plus accrued and unpaid interest, were exchanged for newly-issued shares of our common stock at an exchange rate of 138.8889 shares per $1,000 principal amount of the Remaining Notes, for an exchange price of $7.20 per share (the “Notes Exchange”). This resulted in the issuance of 10,401,309 shares of our common stock to the Holders and the Investors acquiring an approximately 70% controlling interest in our outstanding shares of common stock. Upon the completion of the Notes Exchange, all outstanding obligations under our convertible senior secured notes were satisfied in full and the Indentures governing such notes were discharged. Pursuant to the terms of the Restructuring Agreement, we commenced a rights offering to allow our stockholders as of April 27, 2018 record date to purchase up to an aggregate of 1,137,515 shares of our common stock at a subscription price of $7.20 per share. The rights offering expired on June 18, 2018. We issued 129 shares of common stock in the rights offering and received $0.9 thousand gross proceeds. Amended and Restated Certificate of Incorporation On February 13, 2018, following the Special Meeting, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Charter (the “Certificate Amendment”) The Certificate Amendment amended and restated our Charter, to, among other things: ● effect the Reverse Stock Split; ● after giving effect to the Reverse Stock Split, decrease the number of authorized shares of common stock available for issuance from 95,000,000 to 50,000,000 and increase the number of authorized shares of preferred stock available for issuance from 5,000,000 to 10,000,000; ● authorize the Board of Directors (“Board”) to increase or decrease the number of shares of any series of our capital stock, provided that such increase or decrease does not exceed the number of authorized shares or be less than the number of shares then outstanding; ● authorize the Board to issue new series of preferred stock without approval of the holders of common stock or other series of preferred stock, with such powers, preferences and rights as may be determined by the Board; ● authorize a majority of the Board to fix the number of our directors; ● indemnify the members of the Board to the fullest extent permitted by law; ● remove the classification of the Board to require all directors to be elected annually; ● provide that special meetings of our stockholders may only be called by the Board, the chairman of the Board or our chief executive officer; ● provide that no stockholder will be permitted cumulative voting at any election of directors; ● elect not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”); ● elect the Court of Chancery of the State of Delaware to be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty owed by any of our directors, officers or other employees, any action under the DGCL, our Charter or bylaws or any actions governed by the internal affairs doctrine; and ● require the vote of at least two-thirds of the voting power of the then outstanding shares of our capital stock to amend or repeal certain provisions of our Charter. The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on February 13, 2018, and our common stock began trading on a split-adjusted basis when the market opened on February 14, 2018. Upon the effectiveness of the Reverse Stock Split, every 12 shares of our issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made to the per share exercise or conversion price and the number of shares issuable upon the exercise of all of our outstanding stock options and convertible securities to purchase shares of common stock and the number of shares underlying restricted stock awards and reserved for issuance pursuant to our equity incentive compensation plan. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was rounded down to the nearest whole share. All share and per share amounts have been retroactively restated to reflect the Reverse Stock Split. Private Placement SPA On February 14, 2018, we entered into a Securities Purchase Agreement (the “Private Placement SPA”) with the Investors pursuant to which the Investors purchased from us an aggregate of 945,819 shares of our common stock, at a price of $7.20 per share, for aggregate proceeds of $6.8 million. Investor Rights Agreement Effective February 14, 2018, we entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with the Holders. Under the Investor Rights Agreement, the Investors are permitted to nominate a majority of our directors and designate the chairperson of the Board at subsequent annual meetings, as long as the Investors maintain an ownership threshold in the Company of at least 40% of our then outstanding common stock (the “Ownership Threshold”). If the Investors are unable to maintain the Ownership Threshold, the Investor Rights Agreement contemplates a reduction of nomination rights commensurate with their ownership interests. For so long as the Ownership Threshold is met, we must obtain the approval of the Investors to proceed with the following actions: (i) issue new securities; (ii) incur over $0.25 million of debt in a fiscal year; (iii) sell or transfer over $0.25 million of our assets or businesses or our subsidiaries in a fiscal year; (iv) acquire over $0.25 million of assets or properties in a fiscal year; (v) make capital expenditures over $0.125 million individually, or $1.5 million in the aggregate during a fiscal year; (vi) approve our annual budget; (vii) hire or terminate our chief executive officer; (viii) appoint or remove the chairperson of the Board; and (ix) make, loans to, investments in, or purchase, or permit any subsidiary to purchase, any stock or other securities in another entity in excess of $0.25 million in a fiscal year. As long as the Ownership Threshold is met, we may not increase the size of the Board beyond seven directors without the approval of a majority of the directors nominated by the Investors. The Investor Rights Agreement grants the Holders the right to purchase from us a pro rata amount of any new securities that we may propose to issue and sell. The Investor Rights Agreement may be terminated (a) upon the mutual written agreement of all the parties, (b) upon written notice of the Company or an Investor, if such Investor’s ownership percentage of our then outstanding common stock is less than 10%, or (c) upon written notice by the Investors. PWPI and PWIMF’s right to purchase from us a pro rata amount of any new securities will also terminate at such time as their aggregate ownership percentage of our then outstanding common stock is less than 8.5%. Registration Rights Agreement Effective February 14, 2018, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Holders. The Registration Rights Agreement requires us to, among other things, file with the U. S. Securities and Exchange Commission (“SEC”) a shelf registration statement within 90 days of the date of the Registration Rights Agreement covering the resale, from time to time, of our common stock issued. This registration statement became effective on June 4, 2018. Second Amended and Restated Bylaws On February 14, 2018, we amended and restated our current bylaws by adopting the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws amended our existing bylaws to, among other things: ● provide for annual and special meetings of stockholders to be held through remote communications; ● provide for the election of any directors not elected at an annual meeting of stockholders to be elected at a special meeting of stockholders; ● declassify the Board into one group of directors that will hold office until the subsequent annual meeting of stockholders and until the election and qualification of such directors’ respective successors; ● provide for the filling of a new directorship or director vacancy by the affirmative vote of the holders of a majority of the voting power of our shares of stock; ● allow for a majority of the Board present to adjourn a Board meeting if a quorum is not met; ● unless otherwise restricted in the Amended Bylaws or our Charter, provide the Board with the authority to fix the compensation of directors, including without limitation, compensation for services as members of Board committees; ● allow us to enter into an agreement with a stockholder to restrict the transfer of shares held by such stockholder in any manner not prohibited by the DGCL; and ● allow the Board to declare dividends on our capital stock, subject to any provisions of our Charter and applicable law. |
Concentrations and Credit Risk | Concentrations and Credit Risk The Company’s accounts receivables are due from a variety of health care organizations and distributors throughout the world. No single customer accounted for more than 10% of revenue or accounts receivable for the comparable periods. The Company provides for uncollectible amounts when specific credit issues arise. Management’s estimates for uncollectible amounts have been adequate during prior periods, and management believes that all significant credit risks have been identified at June 30, 2018. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment, goodwill, and intangible assets and liabilities; valuation allowances for trade receivables, inventory, and deferred income tax assets and liabilities; 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. |
Long-Lived Assets | Long-Lived Assets Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Management reviewed assumptions and tested intangible assets as of June 30, 2018 and determined that no impairment of the carrying value of the long-lived assets existed during the second quarter of 2018. |
Goodwill | Goodwill Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized, instead they are tested for impairment at least annually and whenever events or circumstances indicate the carrying amount of the asset may not be recoverable. 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 December 31, 2017. The Company conducts its impairment test on an annual basis. |
Revenue Recognition | Revenue Recognition The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2014-09, Topic 606, Revenue from Contracts with Customers The Company’s contracts with its customers are generally reviewed and revised on an annual basis. The Company does not incur upfront costs or exclusivity fees in conjunction with entering into a customer contract. The Company’s customer contracts do not provide for percentage of completion performance measures or contingent consideration. The Company does not have deferred or unearned revenue arrangements with its customers that would give rise to contract liabilities. No contract assets or contract liabilities are recorded in our consolidated balance sheets as of June 30, 2018 or December 31, 2017. 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 usage of the product to the Company and, upon such notice, the Company invoices the customer and revenue is recognized. In the normal course of business, the Company accepts returns of product that have not been implanted. Product returns are not material to the Company’s consolidated statements of operations. The Company accounts for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. Payment terms are generally net 30 days from invoice date and some customers are offered discounts for early pay. |
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 are expensed as incurred. |
Net Loss Per Share | Net Loss Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net income (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the three and six months ended June 30, 2018 and 2017, 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 558,161 and 623,159 outstanding stock options and warrants for the three and six months ended June 30, 2018 and 2017, respectively, are anti-dilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of financial instruments, including trade accounts receivable, accounts payable, other accrued expenses and long-term debt, approximate their fair values based on terms and related interest rates. The Company follows a framework for measuring fair value. The framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. As of June 30, 2018, and December 31, 2017, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories. The following table sets forth by level, within the fair value hierarchy, our liabilities that are measured at fair value on a recurring basis: Warrant derivative liability (in thousands): As of June 30, 2018 As of December 31, 2017 Level 1 - - Level 2 - - Level 3 $ 90 $ 131 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 9, “Warrants” below). Level 3 Changes 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 six months ended June 30, 2018: Warrant derivative liability Balance at January 1, 2017 $ 334 Gain recognized in earnings (203 ) Balance at January 1, 2018 $ 131 Gain recognized in earnings (41 ) Balance at June 30, 2018 $ 90 During the six months ended June 30, 2018, 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit losses: Measurement of Credit Losses on Financial Instruments Financial Instruments-Credit Loss In June 2018, the FASB issued ASU No. 2018-07, Stock Compensation (Topic 718) |
Business Description and Summ22
Business Description and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets and Liabilities Measured on Recurring Basis | Warrant derivative liability (in thousands): As of June 30, 2018 As of December 31, 2017 Level 1 - - Level 2 - - Level 3 $ 90 $ 131 |
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 six months ended June 30, 2018: Warrant derivative liability Balance at January 1, 2017 $ 334 Gain recognized in earnings (203 ) Balance at January 1, 2018 $ 131 Gain recognized in earnings (41 ) Balance at June 30, 2018 $ 90 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): June 30, 2018 December 31, 2017 Current inventories: Raw materials $ 4,040 $ 4,277 Work in process 1,292 1,515 Finished goods 24,014 23,270 Gross current inventories 29,346 29,062 Reserve for obsolescence (6,900 ) (6,833 ) Current inventories, net 22,446 22,229 Non-current inventories: Finished goods 608 1,072 Reserve for obsolescence (608 ) (878 ) Non-current inventories, net - 194 Total inventories, net $ 22,446 $ 22,423 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net are as follows (in thousands): June 30, 2018 December 31, 2017 Equipment $ 4,465 $ 4,471 Computer equipment 484 489 Computer software 499 524 Furniture and fixtures 215 215 Leasehold improvements 4,022 4,030 Vehicles 10 10 Surgical instruments 11,622 11,462 Total cost 21,317 21,201 Less: accumulated depreciation (12,389 ) (11,288 ) Property and equipment, net $ 8,928 $ 9,913 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table sets forth information regarding intangible assets ( in thousands): June 30, 2018 December 31, 2017 Patents $ 847 $ 847 Acquisition related intangibles: Technology 13,789 13,789 Customer relationships 9,911 9,911 Tradename 1,867 1,867 Non-compete 41 41 Accumulated amortization (14,349 ) (12,629 ) Intangible assets, net $ 12,106 $ 13,826 Aggregate amortization expense: $ 1,720 $ 4,629 |
Schedule of Estimated Amortization Expense for Intangible Assets | The following is a summary of estimated future amortization expense for intangible assets as of June 30, 2018 (in thousands): Remainder of 2018 $ 1,718 2019 3,252 2020 2,170 2021 1,409 2022 1,052 Thereafter 2,505 Total $ 12,106 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): June 30, 2018 December 31, 2017 Accrued stock compensation $ 61 $ 120 Wages/commissions payable 2,215 2,831 Accrued interest payable - 10,835 Other accrued expenses 2,034 2,059 Accrued liabilities $ 4,310 $ 15,845 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): June 30, 2018 December 31, 2017 Amounts due under the Credit Facility $ 55,787 $ 55,787 PIK interest payable related to the Credit Facility 23,850 11,582 6% convertible senior unsecured notes due 2021 - 71,865 Gross long-term debt 79,637 139,234 Less: total debt issuance costs (208 ) (1,272 ) Long-term debt, less issuance costs $ 79,429 $ 137,962 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 (in thousands, except number of shares and per share amounts): 2018 2017 Weighted Weighted Average Weighted Weighted Average Average Exercise Fair Value at Average Exercise Fair Value at Shares Price Per Share Grant Date Per Share Shares Price Per Share Grant Date Per Share Outstanding at January 1 67,465 $ 71.03 $ 36.85 100,492 $ 62.52 $ 33.84 Cancelled or expired (22,971 ) 96.44 46.94 (1,611 ) 137.04 94.92 Outstanding at June 30 44,494 $ 53.14 $ 27.36 98,881 $ 61.32 $ 33.60 Exercisable at June 30 44,494 $ 53.14 $ 27.36 32,335 $ 137.04 $ 68.04 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | The following table summarizes our warrant activities for the six months ended June 30, 2018: Weighted Common Average Stock Exercise Warrants Price Outstanding as of January 1, 2017 524,277 $ 26.76 Expired (4,360 ) 135.36 Outstanding at January 1, 2018 519,917 $ 25.68 Expired (6,250 ) 5.70 Outstanding at June 30, 2018 513,667 $ 25.92 |
Schedule of Warrant Valuation Assumptions | The estimated fair value was derived using a valuation model with the following weighted-average assumptions: Six Months Ended June 30, 2018 2017 Value of underlying common stock (per share) $ 5.55 $ 7.92 Risk-free interest rate 2.62 % 1.85 % Expected term in years 4.1 5.1 Volatility 62 % 96 % 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 six months ended June 30, 2018 and 2017: 2018 2017 Balance at January 1, 2018 93,759 93,759 Derivative warrants issued, exercised and expired (6,250 ) - Balance at June 30, 2018 87,509 93,759 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018, under these leases, are as follows (in thousands): Remainder of 2018 $ 404 2019 669 2020 396 2021 375 2022 354 Thereafter 887 Total $ 3,085 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum payments for the next five years and thereafter as of June 30, 2018, under capital leases for equipment, are as follows (in thousands): Remainder of 2018 $ 267 2019 502 2020 218 2021 - 2022 - Thereafter - Total minimum lease payments 987 Less amount representing interest (165 ) Present value of obligations under capital leases 822 Less current portion (469 ) Long-term capital lease obligations $ 353 |
Supplemental Disclosure of Ca31
Supplemental Disclosure of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information is as follows (in thousands): Six Months Ended June 30, 2018 2017 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 170 $ 386 Non-cash activity: Issuance of capital leases $ 84 $ 967 Interest converted into common stock $ 556 $ 480 Conversion of convertible debt to equity $ 71,865 $ - Convertible PIK interest $ 4,764 $ - Conversion of interest related to the Credit Facility to long-term debt $ 7,977 $ - Write-off of convertible debt issuance cost $ 1,012 $ - Transfer of inventory to property and equipment $ 439 $ - |
Segment and Geographic Inform32
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenues by Geographic Region | . Total revenue by major geographic area is as follows (in thousands): Six Months Ended June 30, 2018 2017 United States $ 34,792 $ 42,410 Rest of world 1,882 1,081 Total revenue $ 36,674 $ 43,491 |
Business Description and Summ33
Business Description and Summary of Significant Accounting Policies (Details Narrative) $ / shares in Units, $ in Thousands | May 18, 2018USD ($)$ / sharesshares | Apr. 27, 2018$ / sharesshares | Feb. 14, 2018USD ($)$ / sharesshares | Feb. 13, 2018shares | Jan. 17, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018 | Jun. 30, 2017shares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2017shares |
Reverse stock split, description | Upon the effectiveness of the Reverse Stock Split, every 12 shares of our issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. | 1-for-12 reverse split | |||||||||
Debt conversion, converted instrument, amount | $ | $ 71,865 | ||||||||||
Stock issued during period, shares, new issues | 129 | 129 | |||||||||
Shares issued, price per share | $ / shares | $ 0.0869816 | ||||||||||
Stock issued during period, value, new issues | $ | $ 900 | $ 900 | |||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Description of royalty opportunities | (i) issue new securities; (ii) incur over $0.25 million of debt in a fiscal year; (iii) sell or transfer over $0.25 million of our assets or businesses or our subsidiaries in a fiscal year; (iv)acquire over $0.25 million of assets or properties in a fiscal year; (v)make capital expenditures over $0.125 million individually, or $1.5 million in the aggregate during a fiscal year; (vi) approve our annual budget; (vii) hire or terminate our chief executive officer; (viii)appoint or remove the chairperson of the Board; and (ix) make, loans to, investments in, or purchase, or permit any subsidiary to purchase, any stock or other securities in another entity in excess of $0.25 million in a fiscal year. | ||||||||||
Ownership interest percentage description | (a) upon the mutual written agreement of all the parties, (b) upon written notice of the Company or an Investor, if such Investors ownership percentage of our then outstanding common stock is less than 10%, or (c) upon written notice by the Investors. PWPI and PWIMFs right to purchase from us a pro rata amount of any new securities will also terminate at such time as their aggregate ownership percentage of our then outstanding common stock is less than 8.5%. | ||||||||||
Impairment of longlived assets | $ | |||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 558,161 | 558,161 | 623,159 | 623,159 | |||||||
Securities Purchase Agreement [Member] | |||||||||||
Stock issued during period, shares, new issues | 945,819 | ||||||||||
Shares issued, price per share | $ / shares | $ 7.20 | ||||||||||
Stock issued during period, value, new issues | $ | $ 6,800 | ||||||||||
Reverse Stock Split Before [Member] | |||||||||||
Common stock, shares authorized | 95,000,000 | ||||||||||
Preferred stock, shares authorized | 50,000,000 | ||||||||||
Reverse Stock Split After [Member] | |||||||||||
Common stock, shares authorized | 50,000,000 | ||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||
Maximum [Member] | |||||||||||
Stock issued during period, shares, new issues | 1,137,515 | ||||||||||
Minimum [Member] | |||||||||||
Outstanding common stock in percentage | 40.00% | ||||||||||
Restructuring Agreement [Member] | |||||||||||
Shares issued, price per share | $ / shares | $ 7.20 | ||||||||||
Rights offering expired | Jun. 18, 2018 | ||||||||||
Restructuring Agreement [Member] | Maximum [Member] | |||||||||||
Stock issued during period, shares, new issues | 1,137,515 | ||||||||||
2017 Notes [Member] | |||||||||||
Debt conversion, converted instrument, shares issued | 189,645 | ||||||||||
6.00% Convertible Senior Unsecured Notes [Member] | |||||||||||
Debt instrument due date description | Convertible senior unsecured notes due 2021 | Convertible senior unsecured notes due 2021 | Convertible senior unsecured notes due 2021 | ||||||||
Debt instrument, conversion price per share | $ / shares | $ 7.20 | $ 7.20 | |||||||||
Debt conversion, converted instrument, shares issued | 10,401,309 | 189,645 | 10,401,309 | ||||||||
Debt conversion, converted instrument, amount | $ | $ 1,600 | $ 70,300 | |||||||||
Debt instrument, convertible, conversion ratio | 138.8889 | ||||||||||
Debt instrument, face amount | $ | $ 1,000 | $ 1,000 | |||||||||
Noncontrolling interest, ownership percentage by parent | 70.00% | 70.00% | |||||||||
6.00% Convertible Senior Unsecured Notes [Member] | |||||||||||
Debt instrument, face amount | $ | $ 70,300 | ||||||||||
6.00% Convertible Senior Unsecured Notes [Member] | 2017 Notes [Member] | |||||||||||
Debt instrument due date description | Convertible senior unsecured notes due 2021 | ||||||||||
2017 Notes [Member] | 6.00% Convertible Senior Unsecured Notes [Member] | |||||||||||
Debt instrument, conversion price per share | $ / shares | $ 9.11 |
Business Description and Summ34
Business Description and Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Warrant derivative liability | $ 90 | $ 131 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Warrant derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Warrant derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Warrant derivative liability | $ 90 | $ 131 |
Business Description and Summ35
Business Description and Summary of Significant Accounting Policies - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance | $ 131 | $ 334 |
Gain recognized in earnings | (41) | (203) |
Balance | $ 90 | $ 131 |
Inventories, Net (Details Narra
Inventories, Net (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Implants and biological inventory | $ 9,800 | $ 12,000 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,040 | $ 4,277 |
Work in process | 1,292 | 1,515 |
Finished goods | 24,014 | 23,270 |
Gross current inventories | 29,346 | 29,062 |
Reserve for obsolescence | (6,900) | (6,833) |
Current inventories, net | 22,446 | 22,229 |
Finished goods | 608 | 1,072 |
Reserve for obsolescence | (608) | (878) |
Non-current inventories, net | 194 | |
Total inventories, net | $ 22,446 | $ 22,423 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of assets | P5Y | ||
Property, plant and equipment, net | $ 8,928 | $ 9,913 | |
Depreciation expense | 1,600 | $ 1,900 | |
Capital leased assets, gross | 1,700 | ||
Capital leases, lessee balance sheet, assets by major class, accumulated depreciation | 700 | ||
Surgical Instruments Property Equipments [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 6,500 | $ 4,600 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 21,317 | $ 21,201 |
Less: accumulated depreciation | (12,389) | (11,288) |
Property and equipment, net | 8,928 | 9,913 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,465 | 4,471 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 484 | 489 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 499 | 524 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 215 | 215 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,022 | 4,030 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 10 | 10 |
Surgical Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 11,622 | $ 11,462 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accumulated amortization | $ (14,349) | $ (12,629) |
Intangible assets, net | 12,106 | 13,826 |
Aggregate amortization expense: | 1,720 | 4,629 |
Patents [Member] | ||
Gross carrying value | 847 | 847 |
Technology [Member] | ||
Gross carrying value | 13,789 | 13,789 |
Customer Relationships [Member] | ||
Gross carrying value | 9,911 | 9,911 |
Trade Name [Member] | ||
Gross carrying value | 1,867 | 1,867 |
Non-Compete [Member] | ||
Gross carrying value | $ 41 | $ 41 |
Intangible Assets - Schedule 41
Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2018 | $ 1,718 |
2,019 | 3,252 |
2,020 | 2,170 |
2,021 | 1,409 |
2,022 | 1,052 |
Thereafter | 2,505 |
Total | $ 12,106 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued stock compensation | $ 61 | $ 120 |
Wages/commissions payable | 2,215 | 2,831 |
Accrued interest payable | 10,835 | |
Other accrued expenses | 2,034 | 2,059 |
Accrued Liabilities | $ 4,310 | $ 15,845 |
Debt (Details Narrative)
Debt (Details Narrative) | Feb. 14, 2018 | Jan. 17, 2018 | Mar. 31, 2018 | Jun. 30, 2018 |
Debt instrument maturity date | Jul. 31, 2020 | |||
Twenty-Third Amendment to Amended and Restated Credit Agreement [Member] | Through December 31, 2018 [Member] | ||||
Debt instrument, basis spread on variable rate | 12.00% | |||
Debt instrument interest rate portion payable in cash | 10.00% | |||
Twenty-Third Amendment to Amended and Restated Credit Agreement [Member] | January 1, 2019 through June 30, 2019 [Member] | ||||
Debt instrument, basis spread on variable rate | 15.00% | |||
Debt instrument interest rate portion payable in cash | 10.00% | |||
Twenty-Third Amendment to Amended and Restated Credit Agreement [Member] | July 1, 2019 through the maturity date [Member] | ||||
Debt instrument, basis spread on variable rate | 10.00% | |||
Debt instrument, fee percentage | 1.00% | |||
6.00% Convertible Senior Unsecured Notes [Member] | ||||
Debt instrument due date description | Convertible senior unsecured notes due 2021 | Convertible senior unsecured notes due 2021 | Convertible senior unsecured notes due 2021 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Amounts due under the Credit Facility | $ 55,787 | $ 55,787 |
PIK interest payable related to the Credit Facility | 23,850 | 11,582 |
6% convertible senior unsecured notes due 2021 | 71,865 | |
Gross long-term debt | 79,637 | 139,234 |
Less: total debt issuance costs | (208) | (1,272) |
Long-term debt, less issuance costs | $ 79,429 | $ 137,962 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 18, 2018 | Feb. 14, 2018 | Jan. 17, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Schedule of Equity Method Investments [Line Items] | ||||||
Debt conversion of convertible debt | $ 71,865 | |||||
Stock issued during period, shares, new issues | 129 | 129 | ||||
Shares issued, price per share | $ 0.0869816 | |||||
Stock issued during period, value, new issues | $ 900 | $ 900 | ||||
Share price | $ 7.20 | |||||
Right offering expired date | Jun. 18, 2018 | |||||
Maximum [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock issued during period, shares, new issues | 1,137,515 | |||||
Private Placement [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock issued during period, shares, new issues | 945,819 | |||||
Shares issued, price per share | $ 7.20 | |||||
Stock issued during period, value, new issues | $ 6,800 | |||||
6.00% Convertible Senior Unsecured Notes [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt principal amount | $ 70,300 | |||||
6.00% Convertible Senior Unsecured Notes [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt instrument due date description | Convertible senior unsecured notes due 2021 | Convertible senior unsecured notes due 2021 | Convertible senior unsecured notes due 2021 | |||
Debt conversion of convertible debt | $ 1,600 | $ 70,300 | ||||
Debt conversion, converted instrument, shares issued | 10,401,309 | 189,645 | 10,401,309 | |||
Debt principal amount | $ 1,000 |
Stock - Based Compensation (Det
Stock - Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2018 | Jul. 25, 2017 | Oct. 06, 2016 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | May 18, 2018 |
Shares authorized under the plan | 153,333 | 153,333 | |||||||
Number of shares available for issuance | 15,000 | 15,000 | |||||||
Restructuring costs | $ 200 | ||||||||
Shares issued, price per share | $ 0.0869816 | ||||||||
Other noncash expense | $ 41 | $ 92 | $ 405 | $ 237 | |||||
Employees and Directors [Member] | |||||||||
Allocated share-based compensation expense | $ 400 | $ 400 | |||||||
Non-Employee Directors [Member] | |||||||||
Restricted stock granted during period, shares | 67,708 | ||||||||
Number of restricted shares awards | $ 300 | $ 300 | |||||||
Shares issued, price per share | $ 4.80 | $ 4.80 | |||||||
Other noncash expense | $ 100 | ||||||||
Former Non-Employee Directors [Member] | |||||||||
Restricted stock granted during period, shares | 25,974 | ||||||||
Number of restricted shares awards | $ 200 | ||||||||
Shares issued, price per share | $ 9.24 | ||||||||
Other noncash expense | $ 100 | ||||||||
Chief Executive Officer [Member] | |||||||||
Options granted to purchase shares | 25,000 | ||||||||
Exercise price share price | $ 13.32 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) - Equity Option [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Shares Outstanding, Beginning Balance | 67,465 | 100,492 |
Shares Cancelled or Expired | (22,971) | (1,611) |
Shares Outstanding, Ending Balance | 44,494 | 98,881 |
Shares Exercisable, Ending Balance | 44,494 | 32,335 |
Weighted Average Exercise Price Per Share, Outstanding Beginning Balance | $ 71.03 | $ 62.52 |
Weighted Average Exercise Price Per Share, Cancelled or Expired | 96.44 | 137.04 |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | 53.14 | 61.32 |
Weighted Average Exercise Price Per Share, Exercisable Ending Balance | 53.14 | 137.04 |
Weighted Average Fair Value at Grant Date, Outstanding Beginning Balance | 36.85 | 33.84 |
Weighted Average Fair Value at Grant Date, Cancelled or Expired | 46.94 | 94.92 |
Weighted Average Fair Value at Grant Date, Outstanding Ending Balance | 27.36 | 33.60 |
Weighted Average Fair Value at Grant Date, Exercisable, Ending Balance | $ 27.36 | $ 68.04 |
Warrants (Details Narrative)
Warrants (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Warrants and Rights Note Disclosure [Abstract] | |
Unrealized gain on warranty derivative liability | $ 41 |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Outstanding, Beginning Balance | 519,917 | 524,277 |
Common Stock Warrants, Expired | (6,250) | (4,360) |
Outstanding, Ending Balance | 513,667 | 519,917 |
Weighted Average Exercise Price Outstanding Beginning Balance | $ 25.68 | $ 26.76 |
Weighted Average Exercise Price, Expired | 5.70 | 135.36 |
Weighted Average Exercise Price Outstanding Ending Balance | $ 25.92 | $ 25.68 |
Warrants - Schedule of Warran50
Warrants - Schedule of Warrant Valuation Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Value of underlying common stock (per share) | $ 5.55 | $ 7.92 |
Risk free interest rate | 2.62% | 1.85% |
Expected term in years | 4 years 1 month 6 days | 5 years 1 month 6 days |
Volatility | 62.00% | 96.00% |
Dividend yield | 0.00% | 0.00% |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Activities Used in Derivative Liability (Details) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Class of Warrant or Right [Line Items] | ||
Outstanding, Beginning Balance | 519,917 | 524,277 |
Outstanding, Ending Balance | 513,667 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding, Beginning Balance | 93,759 | 93,759 |
Derivative warrants issued, exercised and expired | (6,250) | |
Outstanding, Ending Balance | 87,509 | 93,759 |
Commitments and Contingencies52
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Aug. 10, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Operating lease expiration description | Expiration dates between 2019 and 2025 | ||
Rent expense | $ 600 | $ 400 | |
Loss contingency, damages sought, value | $ 1,000 | ||
Maximum [Member] | |||
Lessee leasing arrangements operating leases term of each option to extend | 10 years |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2018 | $ 404 |
2,019 | 669 |
2,020 | 396 |
2,021 | 375 |
2,022 | 354 |
Thereafter | 887 |
Total | $ 3,085 |
Commitments and Contingencies54
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Capital Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2018 | $ 267 | |
2,019 | 502 | |
2,020 | 218 | |
2,021 | ||
2,022 | ||
Thereafter | ||
Total minimum lease payments | 987 | |
Less amount representing interest | (165) | |
Present value of obligations under capital leases | 822 | |
Less current portion | (469) | $ (366) |
Long-term capital lease obligations | $ 353 | $ 624 |
Supplemental Disclosure of Ca55
Supplemental Disclosure of Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 170 | $ 386 |
Issuance of capital leases | 84 | 967 |
Interest converted into common stock | 556 | 480 |
Conversion of convertible debt to equity | 71,865 | |
Convertible PIK interest | 4,764 | |
Conversion of interest related to the credit facility to long-term debt | 7,977 | |
Write-off of convertible debt issuance cost | 1,012 | |
Transfer of inventory to property and equipment | $ 439 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Jun. 30, 2018 |
Investors [Member] | |
Related Party Transaction [Line Items] | |
Noncontrolling interest, ownership percentage by parent | 70.00% |
Segment and Geographic Inform57
Segment and Geographic Information (Details Narrative) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Geographic Concentration Risk [Member] | United States [Member] | Sales Revenue, Net [Member] | ||
Concentration risk, percentage | 95.00% | 98.00% |
Segment and Geographic Inform58
Segment and Geographic Information - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, net, total | $ 18,741 | $ 21,408 | $ 36,674 | $ 43,491 |
United States [Member] | ||||
Revenue, net, total | 34,792 | 42,410 | ||
Rest of World [Member] | ||||
Revenue, net, total | $ 1,882 | $ 1,081 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - 2018 Equity Incentive Plan [Member] | Aug. 01, 2018shares |
Term of plan, description | The 2018 Plan became effective immediately upon approval by our stockholders and will expire on July 31, 2028, unless terminated earlier. |
Number of common stock available for issuance | 1,307,747 |
One Non-Employee Director [Member] | |
Options granted | 26,042 |
Restricted Stock Units (RSUs) [Member] | |
Options granted | 40,000 |
Common Stock [Member] | |
Options granted | 410,770 |