UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 5, 2014
BAXANO SURGICAL, INC.
(Exact name of registrant as specified in
its charter)
| Delaware |
001-33744 |
33-0909022 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
110 Horizon Drive, Suite 230
Raleigh, North Carolina 27615
(Address of principal executive offices)
(Zip Code)
(919) 800-0020
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) |
| Item
2.02 | Results
of Operations and Financial Condition. |
On August 5, 2014, Baxano Surgical, Inc.
(the “Company”) issued a press release to report its operating results for the second quarter ended June 30, 2014.
The release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
| Item
9.01 | Financial
Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated August 5, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
BAXANO SURGICAL, INC. |
|
| |
|
|
| |
|
|
| Date: August 5, 2014 |
By: |
/s/ Timothy M. Shannon |
|
| |
|
Timothy M. Shannon |
|
| |
|
Chief Financial Officer |
|
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated August 5, 2014. |
Exhibit 99.1
Baxano Surgical, Inc. Reports Operating
Results for the Second Quarter of 2014,
Issues Third Quarter 2014 Guidance
– Second quarter revenue of $4.7
million, representing year-over-year growth of 20.1% and sequential growth of 5.5% –
–Net loss per share was $0.12 for
the quarter, an improvement of 53.8% year-over-year and 36.8% sequentially –
– Avance MIS Pedicle Screw System
Limited Market Release–
-Economic Analysis of AxiaLIF published
in Peer Reviewed Journal-
RALEIGH, NC – (GLOBE NEWSWIRE) — August 5,
2014 — Baxano Surgical, Inc. (NASDAQ: BAXS), a medical device company focused on designing, developing and marketing minimally
invasive products to treat degenerative conditions of the spine affecting the lumbar region, today announced its financial results
for the second quarter ended June 30, 2014.
Comparison of Selected Financial Results (in millions, except per share data)
| | |
Three Months Ended | |
| | |
June 30, 2014 | | |
June 30, 2013 | | |
March 31, 2014 | |
| As Reported: |
|
| |
| | |
| |
| Total Revenue | |
$ | 4.7 | | |
$ | 3.9 | | |
$ | 4.4 | |
| Net Loss | |
| (5.9 | ) | |
| (8.5 | ) | |
| (9.1 | ) |
| Net Loss per Common Share | |
| (0.12 | ) | |
| (0.26 | ) | |
| (0.19 | ) |
| Excluding special items*: | |
| | | |
| | | |
| | |
| Net Loss | |
| (8.5 | ) | |
| (6.9 | ) | |
| (9.1 | ) |
| Net Loss per common share | |
| (0.18 | ) | |
| (0.21 | ) | |
| (0.19 | ) |
* See “Reconciliation of GAAP Financial Information to
Non-GAAP Financial Information” Below.
Revenue was $4.7 million in the second quarter of 2014, representing
a 20.1% increase from revenue of $3.9 million in the second quarter of 2013, and a 5.5% increase from revenue of $4.4 million in
the first quarter of 2014. Domestic revenue was $4.5 million in the second quarter of 2014, compared to $3.7 million in the second
quarter of 2013 and international revenue was static at $0.2 million in the second quarter of 2014 and 2013. Second quarter 2013
revenue included $0.8 million contributed by the iO-Flex® and iO-Tome® products acquired in connection
with our acquisition of Baxano, Inc. on May 31, 2013, the operations of which have been included in our consolidated financial
results since the date of the acquisition.
"We demonstrated solid sequential growth in the second
quarter driven by improved revenue performance with our core products," commented Ken Reali, President and CEO of Baxano Surgical.
"We are optimistic that our growing product portfolio focused in minimally invasive lumbar spine and execution of our hybrid
sales channel will continue to drive sequential revenue growth through the remainder of 2014.”
Gross margin was 69.6% in the second quarter of 2014 as compared
to 66.6% in the second quarter of 2013. Net loss was $5.9 million in the second quarter of 2014, compared to a net loss of $8.5
million in the second quarter of 2013 and a net loss of $9.1 million in the first quarter of 2014. Net loss per common share, basic
and diluted, was $0.12 in the second quarter of 2014 compared to a net loss per share, basic and diluted, of $0.26 in the second
quarter of 2013 and $0.19 in the first quarter of 2014.
Excluding special items, adjusted net loss in the second quarter
of 2014 was $8.5 million, or $0.18 per common share, compared to adjusted net loss, excluding special items, of $6.9 million, or
$0.21 per common share in the second quarter of 2013. Revaluation to fair value of derivative and common stock warrant liabilities
generated the special gain of $2.7 million in the second quarter of 2014. Special items of $1.6 million in the second quarter of
2013 consisted of merger and integration expenses and expenses for the settlement with the U.S. government related to the 2011
Office of Inspector General subpoena. For additional information, see the “Reconciliation of GAAP Financial Information to
Non-GAAP Financial Information” below.
Subsequent Events
On June 30, 2014, Baxano Surgical, Inc. announced
the commencement of its limited market release of the Avance MIS pedicle screw system. The first case was completed by Sameer Mathur,
M.D. from Cary, North Carolina. The company anticipates a full market release of the Avance system in the fourth quarter of 2014.
On July 18, 2014, Baxano Surgical, Inc. announced that an economic
analysis of minimally invasive spine fusion using AxiaLIF had been accepted for publication in the Journal of Managed Care Medicine.
The analysis, conducted by Scott Parker, MD, and Matt McGirt, MD, assessed costs of reoperation rates, complication rates, blood
loss, OR time and hospital stay in comparison to transforaminal lumbar interbody fusion (TLIF). The study found that AxiaLIF resulted
in an approximately $4,500 lower cost per procedure when looking at these procedural parameters. The Journal of Managed Care
Medicine is a leading peer-reviewed publication targeting the community of insurance company Medical Directors that make decisions
regarding technologies to cover. The final published article will be available in the fall issue of the journal.
On August 5, 2014, Baxano Surgical, Inc. announced the issuance
of separate patents for two of its key products, the AxiaLIF 1L+ system and the VEO Direct Lateral System. These patents bring
the total number of domestic issued patents to 92.
Baxano Surgical Outlook
For the third quarter ending September 30, 2014, the Company
expects total revenue in the range of $4.5 – $5.0 million.
Conference Call
Baxano Surgical will host a conference call today at 4:30
pm Eastern time to discuss its second quarter financial results and other corporate developments. To listen to the
conference call on your telephone, please dial (877) 312-8823 for domestic callers and (253) 237-1182 for international
callers approximately ten minutes prior to the start time. The call will be concurrently webcast. To access the live audio
broadcast or the archived recording, use the following link at http://ir.Baxanosurgical.com/events.cfm.
Reconciliation of GAAP Financial Information to Non-GAAP
Financial Information
To supplement the Company’s consolidated financial statements
presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the
Company uses non-GAAP measures of certain components of financial performance, including net loss, net loss per common share and
a pro forma consolidated statement of operations, which are adjusted from results based on GAAP. Although “as adjusted”
financial measures are non-GAAP financial measures, the Company believes that the presentation of “as adjusted” financial
measures calculated to reflect the Baxano, Inc. acquisition as if it had occurred at the beginning of 2013 and to exclude “special
items” are useful adjuncts to the GAAP “as reported” financial measures. Pro forma adjustments include amortization
of intangibles, interest costs associated with Baxano, Inc. preferred stock and convertible debt, and elimination of intercompany
general and administrative expenses. “Special items” consist of the revaluation to fair value of derivative and common
stock warrant liabilities, merger and integration expenses related to the merger with Baxano, Inc. and charges related to the settlement
with the U.S. Department of Justice, including related legal fees. These non-GAAP measures are provided to enhance investors’
overall understanding of the Company’s current financial performance and the Company’s prospects for the future. We
believe that providing non-GAAP measures that adjust for the combined historical results of the Company and Baxano, Inc. and for
significant extraordinary expenses allows comparison of our core operations from period to period. These non-GAAP measures may
be considered in addition to results prepared in accordance with generally accepted accounting principles, but should not be considered
a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the
most directly comparable GAAP measures.
About Baxano Surgical, Inc.
Baxano Surgical, Inc. is a medical device company focused on
designing, developing, and marketing minimally invasive products to treat degenerative conditions of the spine affecting the lumbar
region. Baxano Surgical currently markets the AxiaLIF® family of products for single and two level lower lumbar
fusion, the VEO® lateral access and interbody fusion system featuring the REVEAL® retractor, the
iO-Flex® system, a proprietary set of flexible instruments used by surgeons during spinal decompression procedures,
the iO-Tome® instrument, which rapidly and precisely removes bone, specifically the facet joints, which is commonly
performed in spinal fusion procedures and Avance™, an MIS pedicle screw system used in lumbar fusion procedures. Baxano Surgical
was founded in May 2000 and is headquartered in Raleigh, North Carolina. For more information, visit www.baxanosurgical.com.
AxiaLIF®,
VEO®, REVEAL®, iO-Flex® and iO-Tome® are
registered trademarks of Baxano Surgical.
Forward Looking Statements
This press release includes statements that are based on
our current beliefs and assumptions. These statements constitute "forward looking statements" intended to qualify for
the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such express or implied forward-looking
statements relate to, among other things, our expectations concerning management’s forecast of financial performance, the
growth of our business and management’s plans, objectives, and strategies. These statements are neither promises nor guarantees,
but are subject to risks and uncertainties that are often difficult to predict, are beyond our control, and which may cause results
to differ materially from expectations. Factors that could cause our results to differ materially from those described include,
but are not limited to, our ability to integrate the operations of, and achieve expected synergies and operating efficiencies in
connection with the acquisitions of Baxano Inc., unanticipated acquisition costs and negative effects on our reported results of
operations, our ability to expand our business and achieve profitability, technological innovation, our ability to effectively
manage its facility, infrastructure and capacity needs, regulatory requirements and our ability to comply with changing or complex
laws and maintain effective internal controls to ensure ongoing compliance, the pace of adoption of our product technology by spine
surgeons, the outcome of coverage and reimbursement decisions by the government and third party payors, the success of our continuing
product development efforts, the effect on our business of existing and new regulatory requirements, our ability to raise additional
capital, our ability to comply with our settlement agreement and Corporate Integrity Agreement with certain entities of the U.S.
government, the risks inherent in operating in foreign jurisdictions, stockholder class action lawsuits, the Company's ability
to achieve revenue targets set forth it its credit facility and other economic and competitive factors. For a discussion of the
most significant risks and uncertainties associated with Baxano Surgical’s business, please review the Company’s filings
with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2013 and
subsequent quarterly reports on Form 10-Q. You are cautioned not to place undue reliance on these forward looking statements, which
are based on Baxano Surgical's expectations as of the date of this press release and speak only as of the date of this press release.
We undertake no obligation to publicly update or revise any forward looking statement, whether as a result of new information,
future events or otherwise.
Contact:
Baxano Surgical Inc.
Tim Shannon, Chief Financial Officer
919-926-8762
or
Stonegate, Inc.
Casey Stegman
214-987-4121
Baxano Surgical, Inc.
Condensed Consolidated Statements of
Operations and Comprehensive Loss
(in thousands, except per share amounts)
(Unaudited)
| | |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 4,656 | | |
$ | 3,877 | | |
$ | 9,068 | | |
$ | 6,977 | |
| Cost of revenue | |
| 1,417 | | |
| 1,295 | | |
| 2,680 | | |
| 2,327 | |
| Gross profit | |
| 3,239 | | |
| 2,582 | | |
| 6,388 | | |
| 4,650 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 2,465 | | |
| 1,509 | | |
| 4,452 | | |
| 2,794 | |
| Sales and marketing | |
| 6,001 | | |
| 6,032 | | |
| 13,275 | | |
| 10,959 | |
| General and administrative | |
| 2,567 | | |
| 1,860 | | |
| 5,115 | | |
| 3,411 | |
| Merger and integration expenses | |
| - | | |
| 1,583 | | |
| 19 | | |
| 2,895 | |
| Charges related to U.S. Government settlement | |
| - | | |
| 69 | | |
| - | | |
| 160 | |
| Total operating expenses | |
| 11,033 | | |
| 11,053 | | |
| 22,861 | | |
| 20,219 | |
| Operating loss | |
| (7,794 | ) | |
| (8,471 | ) | |
| (16,473 | ) | |
| (15,569 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Non-operating items: | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (759 | ) | |
| (73 | ) | |
| (1,135 | ) | |
| (73 | ) |
| Change in fair value of derivative and warrants | |
| 2,676 | | |
| - | | |
| 2,624 | | |
| - | |
| Other income, net | |
| 10 | | |
| 13 | | |
| 8 | | |
| 11 | |
| Net loss | |
$ | (5,867 | ) | |
$ | (8,531 | ) | |
$ | (14,976 | ) | |
$ | (15,631 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive income (loss): | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation adjustments | |
| (1 | ) | |
| 1 | | |
| (2 | ) | |
| - | |
| Comprehensive loss | |
$ | (5,868 | ) | |
$ | (8,530 | ) | |
$ | (14,978 | ) | |
$ | (15,631 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share – basic and diluted | |
$ | (0.12 | ) | |
$ | (0.26 | ) | |
$ | (0.31 | ) | |
$ | (0.51 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding - basic and diluted | |
| 48,520 | | |
| 33,408 | | |
| 47,793 | | |
| 30,379 | |
Baxano Surgical, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)
| | |
June 30, | | |
December 31, | |
| | |
2014 | | |
2013 | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 2,326 | | |
$ | 8,540 | |
| Restricted cash | |
| 569 | | |
| 610 | |
| Accounts receivable | |
| 3,754 | | |
| 4,699 | |
| Inventory | |
| 7,181 | | |
| 7,037 | |
| Prepaid expenses and other assets | |
| 720 | | |
| 475 | |
| Total current assets | |
| 14,550 | | |
| 21,361 | |
| Property and equipment, net | |
| 2,574 | | |
| 3,047 | |
| Goodwill | |
| 8,463 | | |
| 8,463 | |
| Intangible assets, net | |
| 14,765 | | |
| 15,530 | |
| Other long-term assets | |
| 1,851 | | |
| 577 | |
| Total assets | |
$ | 42,203 | | |
$ | 48,978 | |
| | |
| | | |
| | |
| Liabilities and Stockholders' Equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 2,858 | | |
$ | 3,693 | |
| Accrued expenses related to U.S. Government settlement | |
| 2,764 | | |
| 2,736 | |
| Accrued expenses | |
| 3,108 | | |
| 3,593 | |
| Current portion of long-term debt | |
| 1,940 | | |
| 563 | |
| Common stock warrant liability associated with convertible notes | |
| 1,454 | | |
| - | |
| Derivative liabilities associated with convertible notes | |
| 938 | | |
| - | |
| Total current liabilities | |
| 13,062 | | |
| 10,585 | |
| Credit facility, net of current portion and discount | |
| 5,043 | | |
| 6,268 | |
| Convertible notes, net of discount | |
| 5,470 | | |
| - | |
| Common stock warrant liability associated with credit facility | |
| 226 | | |
| 528 | |
| Other noncurrent liabilities | |
| 751 | | |
| 2,150 | |
| | |
| | | |
| | |
| Stockholders' equity: | |
| | | |
| | |
| Common stock | |
| 5 | | |
| 5 | |
| Additional paid-in capital | |
| 203,442 | | |
| 200,260 | |
| Accumulated other comprehensive income | |
| 13 | | |
| 15 | |
| Accumulated deficit | |
| (185,809 | ) | |
| (170,833 | ) |
| Total stockholders' equity | |
| 17,651 | | |
| 29,447 | |
| Total liabilities and stockholders' equity | |
$ | 42,203 | | |
$ | 48,978 | |
Baxano Surgical,
Inc.
Condensed Consolidated Statements of
Cash Flows
(in thousands)
(Unaudited)
| | |
Six Months Ended June 30, | |
| | |
2014 | | |
2013 | |
| Cash flows from operating activities: | |
| | |
| |
| Net loss | |
$ | (14,976 | ) | |
$ | (15,631 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
| Depreciation and amortization | |
| 1,745 | | |
| 817 | |
| Stock-based compensation | |
| 669 | | |
| 620 | |
| Provision for bad debts | |
| 19 | | |
| 32 | |
| Revaluation of derivative and common stock warrant liabilities | |
| (2,624 | ) | |
| - | |
| Amortization of debt discount and deferred financing fees | |
| 485 | | |
| - | |
| Loss on sale of fixed assets | |
| 2 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Decrease in accounts receivable | |
| 926 | | |
| 451 | |
| (Increase) decrease in inventory | |
| (144 | ) | |
| 91 | |
| Increase in prepaid expenses | |
| (245 | ) | |
| (270 | ) |
| Decrease in accounts payable and accrued expenses | |
| (1,372 | ) | |
| (1,146 | ) |
| Decrease in accrued expenses related to U.S. Government settlement | |
| (1,371 | ) | |
| (627 | ) |
| Net cash used in operating activities | |
| (16,886 | ) | |
| (15,663 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchases of property and equipment | |
| (508 | ) | |
| (612 | ) |
| Acquisition, net of cash received | |
| - | | |
| (2,685 | ) |
| Restricted cash classification | |
| 41 | | |
| (62 | ) |
| Net cash used in investing activities | |
| (467 | ) | |
| (3,359 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from convertible notes | |
| 9,994 | | |
| - | |
| Payment of convertible notes issue costs | |
| (1,407 | ) | |
| - | |
| Net proceeds from issuance of common stock | |
| 2,506 | | |
| 17,074 | |
| Proceeds from employee stock plans | |
| 48 | | |
| 10 | |
| Net cash provided by financing activities | |
| 11,141 | | |
| 17,084 | |
| | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (2 | ) | |
| (1 | ) |
| | |
| | | |
| | |
| Net decrease in cash and cash equivalents | |
| (6,214 | ) | |
| (1,939 | ) |
| Cash and cash equivalents, beginning of period | |
| 8,540 | | |
| 21,541 | |
| Cash and cash equivalents, end of period | |
$ | 2,326 | | |
$ | 19,602 | |
Baxano Surgical, Inc.
Pro Forma Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
(Unaudited)
| | |
Three Months Ended June 30, 2013 As Reported | | |
Baxano Inc. Results Prior to the Merger (1) | | |
Pro Forma Adjustments (2) | | |
Three Months Ended June 30, 2013 Pro Forma | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 3,877 | | |
$ | 1,773 | | |
$ | - | | |
$ | 5,650 | |
| Cost of revenue | |
| 1,295 | | |
| 634 | | |
| 10 | | |
| 1,939 | |
| Gross profit | |
| 2,582 | | |
| 1,139 | | |
| (10 | ) | |
| 3,711 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 1,509 | | |
| 412 | | |
| 2 | | |
| 1,923 | |
| Sales and marketing | |
| 6,032 | | |
| 1,776 | | |
| 1 | | |
| 7,809 | |
| General and administrative | |
| 1,860 | | |
| 315 | | |
| 91 | | |
| 2,266 | |
| Merger and integration expenses | |
| 1,583 | | |
| 2,160 | | |
| - | | |
| 3,743 | |
| Charges related to U.S. Government settlement | |
| 69 | | |
| - | | |
| - | | |
| 69 | |
| Total operating expenses | |
| 11,053 | | |
| 4,663 | | |
| 94 | | |
| 15,810 | |
| Operating loss | |
| (8,471 | ) | |
| (3,524 | ) | |
| (104 | ) | |
| (12,099 | ) |
| Other expense, net | |
| (60 | ) | |
| (290 | ) | |
| 219 | | |
| (131 | ) |
| Net loss | |
$ | (8,531 | ) | |
$ | (3,814 | ) | |
$ | 115 | | |
$ | (12,230 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share - basic and diluted | |
$ | (0.26 | ) | |
| | | |
| | | |
$ | (0.27 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding - basic and diluted (3) | |
| 33,408 | | |
| | | |
| | | |
| 45,170 | |
(1) includes the results of operations for Baxano Inc. for April
and May 2013. The Merger was effective on May 31, 2013.
(2) pro forma adjustments reflect the amortization of intangible
assets and depreciation on the fair value of the fixed assets acquired in the merger less the elimination of interest on Baxano
Inc. debt not assumed by Baxano Surgical, Inc.
(3) weighted average common shares outstanding have been adjusted
for merger related shares as if issued at the beginning of the period presented.
Baxano Surgical, Inc.
Pro Forma Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
(Unaudited)
| | |
Six Months Ended June 30, 2013 As Reported | | |
Baxano Inc. Results Prior to the Merger (1) | | |
Pro Forma Adjustments (2) | | |
Six Months Ended June 30, 2013 Pro Forma | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 6,977 | | |
$ | 4,725 | | |
$ | - | | |
$ | 11,702 | |
| Cost of revenue | |
| 2,327 | | |
| 1,662 | | |
| 25 | | |
| 4,014 | |
| Gross profit | |
| 4,650 | | |
| 3,063 | | |
| (25 | ) | |
| 7,688 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 2,794 | | |
| 1,318 | | |
| 4 | | |
| 4,116 | |
| Sales and marketing | |
| 10,959 | | |
| 5,437 | | |
| 4 | | |
| 16,400 | |
| General and administrative | |
| 3,411 | | |
| 939 | | |
| 227 | | |
| 4,577 | |
| Merger and integration expenses | |
| 2,895 | | |
| 3,054 | | |
| - | | |
| 5,949 | |
| Charges related to U.S. Government settlement | |
| 160 | | |
| - | | |
| - | | |
| 160 | |
| Total operating expenses | |
| 20,219 | | |
| 10,748 | | |
| 235 | | |
| 31,202 | |
| Operating loss | |
| (15,569 | ) | |
| (7,685 | ) | |
| (260 | ) | |
| (23,514 | ) |
| Other expense, net | |
| (62 | ) | |
| (702 | ) | |
| 548 | | |
| (216 | ) |
| Net loss | |
$ | (15,631 | ) | |
$ | (8,387 | ) | |
$ | 288 | | |
$ | (23,730 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share - basic and diluted | |
$ | (0.51 | ) | |
| | | |
| | | |
$ | (0.53 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding - basic and diluted (3) | |
| 30,379 | | |
| | | |
| | | |
| 45,173 | |
(1) includes the results of operations for Baxano Inc. for January
2013 to May 2013. The Merger was effective on May 31, 2013.
(2) pro forma adjustments reflect the amortization of intangible
assets and depreciation on the fair value of the fixed assets acquired in the merger less the elimination of interest on Baxano
Inc. debt not assumed by Baxano Surgical, Inc.
(3) weighted average common shares outstanding have been adjusted
for merger related shares as if issued at the beginning of the period presented.
Reconciliation of GAAP Financial Information
to Non-GAAP Financial Information
(in thousands, except per share amounts)
(Unaudited)
| | |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| | |
| | |
| | |
| | |
| |
| GAAP net loss | |
$ | (5,867 | ) | |
$ | (8,531 | ) | |
$ | (14,976 | ) | |
$ | (15,631 | ) |
| Special items: | |
| | | |
| | | |
| | | |
| | |
| Merger and integration expenses | |
| - | | |
| 1,583 | | |
| 19 | | |
| 2,895 | |
| Change in fair value of derivative and common stock warrant liabilities | |
| (2,676 | ) | |
| - | | |
| (2,624 | ) | |
| - | |
| Charges related to U.S. Government settlement | |
| - | | |
| 69 | | |
| - | | |
| 160 | |
| Net loss excluding special items | |
$ | (8,543 | ) | |
$ | (6,879 | ) | |
$ | (17,581 | ) | |
$ | (12,576 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| GAAP net loss per share | |
$ | (0.12 | ) | |
$ | (0.26 | ) | |
$ | (0.31 | ) | |
$ | (0.51 | ) |
| Special items: | |
| | | |
| | | |
| | | |
| | |
| Merger and integration expenses | |
| - | | |
| 0.05 | | |
| - | | |
| 0.10 | |
| Change in fair value of derivative and common stock warrant liabilities | |
| (0.06 | ) | |
| | | |
| (0.05 | ) | |
| | |
| Charges related to U.S. Government settlement | |
| - | | |
| - | | |
| - | | |
| 0.01 | |
| Net loss excluding special items | |
$ | (0.18 | ) | |
$ | (0.21 | ) | |
$ | (0.36 | ) | |
$ | (0.40 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Shares used in computing GAAP and non-GAAP loss per share | |
| 48,520 | | |
| 33,408 | | |
| 47,793 | | |
| 30,379 | |
Reconciliation of Pro Forma Financial
Information to Non-GAAP Financial Information
(in thousands, except per share amounts)
(Unaudited)
| | |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| Pro forma net loss | |
$ | (5,867 | ) | |
$ | (12,230 | ) | |
$ | (14,976 | ) | |
$ | (23,730 | ) |
| Special items: | |
| | | |
| | | |
| | | |
| | |
| Merger and integration expenses | |
| - | | |
| 3,743 | | |
| 19 | | |
| 5,949 | |
| Change in fair value of derivative and common stock warrant liabilities | |
| (2,676 | ) | |
| | | |
| (2,624 | ) | |
| | |
| Charges related to U.S. Government settlement | |
| - | | |
| 69 | | |
| - | | |
| 160 | |
| Pro forma net loss excluding special items | |
$ | (8,543 | ) | |
$ | (8,418 | ) | |
$ | (17,581 | ) | |
$ | (17,621 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Pro forma net loss per share | |
$ | (0.12 | ) | |
$ | (0.27 | ) | |
$ | (0.31 | ) | |
$ | (0.53 | ) |
| Special items: | |
| | | |
| | | |
| | | |
| | |
| Merger and integration expenses | |
| - | | |
| 0.08 | | |
| - | | |
| 0.13 | |
| Change in fair value of derivative and common stock warrant liabilities | |
| (0.06 | ) | |
| | | |
| (0.05 | ) | |
| | |
| Charges related to U.S. Government settlement | |
| - | | |
| - | | |
| - | | |
| - | |
| Pro forma net loss excluding special items | |
$ | (0.18 | ) | |
$ | (0.19 | ) | |
$ | (0.36 | ) | |
$ | (0.40 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Shares used in computing pro forma and pro forma non-GAAP loss per share | |
| 48,520 | | |
| 45,170 | | |
| 47,793 | | |
| 45,173 | |