NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Notes to Financial
Statements
In this report, Stereotaxis, the Company, Registrant, we, us,
and our refer to Stereotaxis, Inc. and its wholly owned subsidiaries. Epoch
®
, Niobe
®
, Odyssey
®
, Odyssey Cinema, Vdrive
®
, Vdrive Duo
, V-CAS
, V-Loop
, V-Sono
,
QuikCAS
, Cardiodrive
®
, and Pegasus
are trademarks of Stereotaxis, Inc. All
other trademarks that appear in this report are the property of their respective owners.
1. Description of Business
Stereotaxis designs, manufactures, and markets the Epoch
®
Solution, an advanced remote
robotic navigation system for use in a hospitals interventional surgical suite or interventional lab, that we believe revolutionizes the treatment of arrhythmias and coronary artery disease by enabling enhanced safety, efficiency,
and efficacy for catheter-based or interventional procedures. The
Epoch
Solution is comprised of the Niobe
®
ES Magnetic Navigation System (
Niobe
ES system), Odyssey
®
Information Management Solution (
Odyssey
Solution), and the Vdrive
®
Robotic Navigation System (
Vdrive
system) and related devices.
The
Niobe
ES system is designed to enable physicians to complete more complex interventional
procedures by providing image-guided delivery of catheters and guidewires through the blood vessels and chambers of the heart to treatment sites. This is achieved using externally applied magnetic fields that govern the motion of the working tip of
the catheter or guidewire, resulting in improved navigation, efficient procedures, and reduced X-ray exposure.
In addition to the
Niobe
ES system and its components, Stereotaxis has also developed the
Odyssey
Solution, which consolidates all lab information, enabling doctors to focus on the patient for optimal procedure efficiency. The platform also features a
remote viewing and recording capability called the Odyssey Cinema
system, an innovative system delivering synchronized content for optimized workflow, advanced care, and improved
productivity. This tool includes an archiving capability that allows clinicians to store and replay entire procedures or segments of procedures. This information can be accessed from locations throughout the hospitals local area network and
over the global
Odyssey
Network, providing physicians with a tool for clinical collaboration, remote consultation, and training.
Our
Vdrive
system provides navigation and stability for diagnostic and therapeutic devices designed to improve interventional
procedures. The
Vdrive
system complements the
Niobe
ES systems control of therapeutic catheters for fully remote procedures and enables single-operator workflow. It is sold as two options, the
Vdrive
system and the Vdrive
Duo system. In addition to the
Vdrive
system and the
Vdrive Duo
system, we also manufacture and market various disposable components which can be manipulated by these systems.
We promote the full
Epoch
Solution in a typical hospital implementation, subject to regulatory approvals or clearances. The full
Epoch
Solution implementation requires a hospital to agree to an upfront capital payment and recurring payments. The upfront capital payment typically includes equipment and installation charges. The recurring payments typically include
disposable costs for each procedure, equipment service costs beyond the warranty period, and software licenses. In hospitals where the full
Epoch
Solution has not been implemented, equipment upgrade or expansion may be implemented upon
purchase of the necessary components. As of March 31, 2016, the Company has an installed base of 126
Niobe
ES systems.
The
core components of Stereotaxis systems have received regulatory clearance in the United States, European Union, Canada, China, Japan and various other countries. We have received regulatory clearance, licensing and/or CE Mark approvals
necessary for us to market the
Vdrive
and
Vdrive Duo
systems with the
V-CAS, V-Loop
and
V-Sono
devices in the U.S., Canada and European Union. We have received Food and Drug
Administration (FDA) clearance and the CE Mark necessary for us to market our suite of Pegasus coronary peripheral guidewires in the United States and Europe.
Since our inception, we have generated significant losses. As of March 31, 2016, we incurred cumulative net losses of approximately
$468.2 million. In 2016, the Company plans to continue developing the
Niobe
ES system with the goal of furthering clinical adoption and new system placements. We expect to incur additional losses into 2016 as we continue the
development and commercialization of our products, conduct our research and development activities and advance new products into clinical development from our existing research programs and fund additional sales and marketing initiatives. During
2016, we will continue to monitor operating expenses and make additional investment in certain targeted areas.
6
We may be required to raise capital or pursue other financing
strategies to continue our operations. Until we can generate significant cash flow from our operations, we expect to continue to fund our operations with cash resources primarily generated from the proceeds of our past and future public offerings,
private sales of our equity securities, and loans collateralized by working capital and equipment. We continue to explore financing alternatives, which may include the sale of equity securities or non-core assets, strategic collaboration agreements,
debt financings, or distribution rights. We cannot accurately predict the timing and amount of our utilization of capital, which will depend on a number of factors outside of our control.
Our existing cash, cash equivalents, and borrowing facilities may not be sufficient to fund our operating expenses and capital equipment
requirements through the next 12 months, which would require us to obtain additional financing. We may be required to raise capital or pursue other financing strategies to continue our operations. Until we can generate significant cash flow from our
operations, we expect to continue to fund our operations with cash resources primarily generated from the proceeds of our past and future public offerings, private sales of our equity securities, and loans collateralized by working capital and
equipment. We continue to explore financing alternatives, which may include the sale of equity securities or non-core assets, strategic collaboration agreements, debt financings, or distribution rights. We cannot accurately predict the timing and
amount of our utilization of capital, which will depend on a number of factors outside of our control.
We cannot assure that additional
financing will be available on acceptable terms or that such financing will not be dilutive to our stockholders. If adequate funds are not available to us, we could be required to delay development or commercialization of new products, to license to
third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize ourselves, or to reduce the sales, marketing, customer support or other resources devoted to our products, any of which could have a
material adverse effect on our business, financial condition, and operational results. In addition, we could be required to cease operations.
2. Summary of Significant Accounting Policies
Basis of Presentation
The
accompanying unaudited financial statements of Stereotaxis, Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all
the disclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, they include all adjustments, consisting only of normal recurring adjustments, necessary for a fair
presentation of the results for the interim periods presented. Operating results for the three month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016 or for
future operating periods.
These interim financial statements and the related notes should be read in conjunction with the annual
financial statements and notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the Securities and Exchange Commission (SEC) on March 11, 2016.
Financial Instruments
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and debt. The carrying value of such amounts
reported at the applicable balance sheet dates approximates fair value. See Note 9 for disclosure of the fair value of debt.
The Company
measures certain financial assets and liabilities, including warrants, at fair value on a recurring basis. General accounting principles for fair value measurement established a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level
3). See Note 11 for additional details.
Revenue and Costs of Revenue
The Company accounts for revenue using Accounting Standards Codification Topic 605-25,
Multiple-Element Arrangements
(ASC
605-25).
ASC 605-25 permits management to estimate the selling price of undelivered components of a bundled sale for which it is
unable to establish vendor-specific objective evidence (VSOE) or third-party evidence (TPE). This requires management to record revenue for certain elements of a transaction even though it might not have delivered other
elements of the transaction, for which it was unable to meet the requirements for establishing VSOE or TPE. The Company believes that the guidance significantly improves the reporting of these types of transactions to more closely reflect the
underlying economic circumstances. This guidance also prohibits the use of the residual method for allocating revenue to the various elements of a transaction and requires that the revenue be allocated proportionally based on the relative estimated
selling prices.
7
Under our revenue recognition policy, a portion of revenue for
Niobe
systems,
Vdrive
systems and certain
Odyssey
systems is recognized upon delivery, provided that title has passed, there are no uncertainties regarding acceptance, persuasive evidence of an arrangement exists, the sales
price is fixed and determinable, and collection of the related receivable is reasonably assured. Revenue is recognized for other types of
Odyssey
systems upon completion of installation, since there are no qualified third party installers.
When installation is the responsibility of the customer, revenue from system sales is recognized upon shipment since these arrangements do not include an installation element or right of return privileges. The Company does not recognize revenue in
situations in which inventory remains at a Stereotaxis warehouse or in situations in which title and risk of loss have not transferred to the customer. Amounts collected prior to satisfying the above revenue recognition criteria are reflected as
deferred revenue. Revenue from services and license fees, whether sold individually or as a separate unit of accounting in a multiple-deliverable arrangement, is deferred and amortized over the service or license fee period, which is typically one
year. Revenue from services is derived primarily from the sale of annual product maintenance plans. We recognize revenue from disposable device sales or accessories upon shipment and establish an appropriate reserve for returns. The return reserve,
which is applicable only to disposable devices, is estimated based on historical experience which is periodically reviewed and updated as necessary. In the past, changes in estimate have had only a de minimis effect on revenue recognized in the
period. We believe that the estimate is not likely to change significantly in the future.
Costs of systems revenue include direct product
costs, installation labor and other costs, estimated warranty costs, and initial training and product maintenance costs. These costs are recorded at the time of sale. Costs of disposable revenue include direct product costs and estimated warranty
costs and are recorded at the time of sale. Cost of revenue from services and license fees are recorded when incurred.
Share-Based
Compensation
The Company accounts for its grants of stock options, stock appreciation rights, restricted shares, and restricted
stock units and for its employee stock purchase plan in accordance with the provisions of general accounting principles for share-based payments. These accounting principles require the determination of the fair value of the share-based compensation
at the grant date and the recognition of the related expense over the period in which the share-based compensation vests.
The Company
utilizes the Black-Scholes valuation model to determine the fair value of stock options and stock appreciation rights at the date of grant. The resulting compensation expense is recognized over the requisite service period, which is generally four
years. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated based on the Companys historical experience and future expectations. Restricted shares granted to employees are valued at the fair
market value at the date of grant. The Company amortizes the fair market value to expense over the service period. If the shares are subject to performance objectives, the resulting compensation expense is amortized over the anticipated vesting
period and is subject to adjustment based on the actual achievement of objectives.
Net Earnings (Loss) per Common Share
(EPS)
Basic and diluted net earnings (loss) per common share are computed by dividing the net income (loss) for the
period by the weighted average number of common shares outstanding during the period.
The following table sets forth the computation of
basic and diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Numerator for basic EPS
|
|
$
|
(2,274,301
|
)
|
|
$
|
(3,135,581
|
)
|
|
|
|
|
|
|
|
|
|
Numerator for diluted EPS
|
|
$
|
(2,274,301
|
)
|
|
$
|
(3,135,581
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Denominator for basic EPSweighted average shares
|
|
|
21,611,612
|
|
|
|
20,742,932
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted EPSweighted average shares
|
|
|
21,611,612
|
|
|
|
20,742,932
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
$
|
(0.11
|
)
|
|
$
|
(0.15
|
)
|
Diluted EPS
|
|
$
|
(0.11
|
)
|
|
$
|
(0.15
|
)
|
In addition, the Company did not include any portion of unearned restricted shares, outstanding options, stock
appreciation rights or warrants in the calculation of diluted loss per common share because all such securities are anti-dilutive for all periods presented. The application of the two-class method of computing earnings per share under general
accounting principles for participating securities is not applicable during these periods because the Companys unearned restricted shares do not contractually participate in its losses.
8
As of March 31, 2016, the Company had 695,117 shares of common stock issuable upon the
exercise of outstanding options and stock appreciation rights at a weighted average exercise price of $9.32 per share, 2,040,365 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $3.44
per share, and 1,271,276 shares of unvested restricted share units.
Recently Issued Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU or
Update) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This amendment is intended to simplify several aspects of the accounting for share-based
payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. This update is effective for fiscal years beginning after
December 15, 2016 (January 1, 2017 for the Company) and interim periods within those fiscal years, with earlier application permitted. The Company is evaluating the impact of this guidance on its financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842), which sets out the principles for the recognition,
measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle
of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease,
respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for
similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating
leases. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard is effective for interim and annual periods beginning after December 31, 2018 (January 1, 2019 for the Company), with early adoption permitted. The
Company is in the process of evaluating the impact of this accounting standard update.
In November 2015,
the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): To simplify the presentation of deferred income taxes. The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a
classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of
an entity be offset and presented as a single amount is not affected by the amendments in this Update. This standard is effective for public companies for financial statements issued for annual periods beginning after December 15, 2016 (January
1, 2017 for the Company), and interim periods within those annual periods. We adopted this accounting standard update in 2015 and there was no impact to the results of operations or cash flows.
In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory regarding the
subsequent measurement of inventory as part of its Simplification Initiative. This standard is effective for public companies for fiscal years beginning after December 15, 2016 (January 1, 2017 for the Company), including interim periods within
those fiscal years. This Update should be applied prospectively, and early application is permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the impact of adopting this accounting standard update but
do not expect this to significantly impact the results of operations, financial conditions, cash flows, or financial statement presentation.
In April 2015, the FASB issued ASU No. 2015-03, InterestImputation of Interest (Subtopic 835-30): Simplifying the
Presentation of Debt Issuance Costs. To simplify the presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct
deduction from that debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit
ArrangementsAmendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update), which adds the SEC staffs guidance on the presentation of debt issuance costs associated with lines of
credit to the Codification. The SEC staff stated it will not object to an entity presenting the costs of securing line-of-credit arrangements as an asset, regardless of whether there are any outstanding borrowings. The Standard is effective for
financial statements issued for fiscal years beginning after December 15, 2015 (January 1, 2016 for the Company), and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted for financial
statements that have not been previously issued. We have adopted this accounting standard update. The Companys balance sheets as of March 31, 2016 and December 31, 2015 included $320,039 and $349,018, respectively, of deferred
financing costs (excluding $100,000 and $25,960, respectively, related to line-of-credit arrangements) that were, under the new guidance, presented as a direct reduction to debt liabilities.
In August 2014, the FASB issued ASU No. 2014-15, to communicate amendments to FASB Account Standards Codification Subtopic 205-40,
Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The ASU requires
9
management to evaluate relevant conditions, events and certain management plans that are known or reasonably knowable as of the evaluation date when determining whether substantial doubt about an
entitys ability to continue as a going concern exists. Management will be required to make this evaluation for both annual and interim reporting periods. Management will have to make certain disclosures if it concludes that substantial doubt
exists and when it plans to alleviate substantial doubt about the entitys ability to continue as a going concern. The standard is effective for annual periods ending after December 15, 2016 and for interim reporting periods starting in
the first quarter of 2017 (December 31, 2016 for the Company). Early adoption is permitted. We are currently evaluating the impact of adopting this accounting standard update on our financial statement disclosures.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers which converges the FASBs and the
International Accounting Standards Boards current standards on revenue recognition. The standard provides companies with a single model to use in accounting for revenue arising from contracts with customers and supersedes current revenue
guidance. The standard is effective for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The standard permits companies to either apply the adoption to all periods presented, or apply the
requirements in the year of adoption through a cumulative adjustment. In April 2015, the FASB issued an exposure draft related to the deferral of the effective date, which would delay our effective date one year. Therefore, the standard would be
effective for annual and interim periods beginning after December 15, 2017 (January 1, 2018 for the Company). We are currently evaluating the impact of adopting this accounting standard update on our financial statements and disclosures and
have not concluded on an adoption method.
3. Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
Raw materials
|
|
$
|
2,354,810
|
|
|
$
|
2,065,676
|
|
Work in process
|
|
|
427,952
|
|
|
|
24,758
|
|
Finished goods
|
|
|
1,702,100
|
|
|
|
2,433,819
|
|
Reserve for obsolescence
|
|
|
(38,499
|
)
|
|
|
(19,971
|
)
|
|
|
|
|
|
|
|
|
|
Total inventory
|
|
$
|
4,446,363
|
|
|
$
|
4,504,282
|
|
|
|
|
|
|
|
|
|
|
4. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
Prepaid expenses
|
|
$
|
675,820
|
|
|
$
|
454,822
|
|
Deferred financing costs
|
|
|
100,000
|
|
|
|
25,960
|
|
Deposits
|
|
|
312,713
|
|
|
|
136,583
|
|
Deferred cost of revenue
|
|
|
94,439
|
|
|
|
82,987
|
|
|
|
|
|
|
|
|
|
|
Total prepaid expenses and other assets
|
|
|
1,182,972
|
|
|
|
700,352
|
|
Less: Noncurrent prepaid expenses and other assets
|
|
|
(32,341
|
)
|
|
|
(31,693
|
)
|
|
|
|
|
|
|
|
|
|
Total current prepaid expenses and other assets
|
|
$
|
1,150,631
|
|
|
$
|
668,659
|
|
|
|
|
|
|
|
|
|
|
Certain prior year amounts have been reclassified to conform to the 2016 presentation.
5. Property and Equipment
Property and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
Equipment
|
|
$
|
8,496,636
|
|
|
$
|
8,496,636
|
|
Equipment held for lease
|
|
|
303,412
|
|
|
|
303,412
|
|
Leasehold improvements
|
|
|
2,320,368
|
|
|
|
2,320,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,120,416
|
|
|
|
11,120,416
|
|
Less: Accumulated depreciation
|
|
|
(10,150,489
|
)
|
|
|
(10,053,095
|
)
|
|
|
|
|
|
|
|
|
|
Net property and equipment
|
|
$
|
969,927
|
|
|
$
|
1,067,321
|
|
|
|
|
|
|
|
|
|
|
6. Intangible Assets
As of March 31, 2016, the Company had total intangible assets of $3,221,069. Accumulated amortization at March 31, 2016, was
$2,635,010.
10
7. Accrued Liabilities
Accrued liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Accrued salaries, bonus, and benefits
|
|
$
|
2,266,158
|
|
|
$
|
3,053,012
|
|
Accrued rent
|
|
|
1,263,383
|
|
|
|
1,361,379
|
|
Accrued licenses and maintenance fees
|
|
|
660,781
|
|
|
|
666,373
|
|
Accrued interest
|
|
|
493,876
|
|
|
|
494,703
|
|
Accrued warranties
|
|
|
302,362
|
|
|
|
316,835
|
|
Accrued taxes
|
|
|
335,102
|
|
|
|
324,226
|
|
Other
|
|
|
194,166
|
|
|
|
117,465
|
|
|
|
|
|
|
|
|
|
|
Total accrued liabilities
|
|
|
5,515,828
|
|
|
|
6,333,993
|
|
Less: Long term accrued liabilities
|
|
|
(270,433
|
)
|
|
|
(275,603
|
)
|
|
|
|
|
|
|
|
|
|
Total current accrued liabilities
|
|
$
|
5,245,395
|
|
|
$
|
6,058,390
|
|
|
|
|
|
|
|
|
|
|
Our primary company facilities are located in St. Louis, Missouri where we currently lease approximately
52,000 square feet of office and 12,000 square feet of demonstration and assembly space. In the third quarter of 2013, the Company modified the existing lease agreement to terminate approximately 13,000 square feet of unimproved space. The costs
associated with the termination were $515,138 and were accrued as a rent liability as of September 30, 2013. As of March 31, 2016, the remaining accrued costs associated with the termination were $258,995.
In the fourth quarter of 2015, the Company entered a sublease agreement to sublease 3,152 square feet of the first floor office space through
December 31, 2018.
8. Deferred Revenue
Deferred revenue consists of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Product shipped, revenue deferred
|
|
$
|
455,314
|
|
|
$
|
366,388
|
|
Customer deposits
|
|
|
1,050,000
|
|
|
|
2,505,000
|
|
Deferred service and license fees
|
|
|
6,903,861
|
|
|
|
6,583,745
|
|
|
|
|
|
|
|
|
|
|
Total deferred revenue
|
|
|
8,409,175
|
|
|
|
9,455,133
|
|
Less: Long-term deferred revenue
|
|
|
(1,782,155
|
)
|
|
|
(2,009,198
|
)
|
|
|
|
|
|
|
|
|
|
Total current deferred revenue
|
|
$
|
6,627,020
|
|
|
$
|
7,445,935
|
|
|
|
|
|
|
|
|
|
|
9. Long-Term Debt and Credit Facilities
Debt outstanding consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
|
|
Carrying
|
|
|
Estimated
|
|
|
Carrying
|
|
|
Estimated
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
Healthcare Royalty Partners debt
|
|
$
|
18,078,308
|
|
|
$
|
18,398,347
|
|
|
$
|
18,080,159
|
|
|
$
|
18,429,177
|
|
Less current maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long term debt
|
|
$
|
18,078,308
|
|
|
$
|
18,398,347
|
|
|
$
|
18,080,159
|
|
|
$
|
18,429,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with general accounting principles for fair value measurement, the Companys debt and
credit facilities were measured at fair value as of March 31, 2016 and December 31, 2015. Long-term debt fair value estimates are based on estimated borrowing rates to discount the cash flows to their present value (Level 3).
Certain prior year amounts have been reclassified to conform to the 2016 presentation.
11
Revolving Line of Credit
The Company has had a working capital line of credit with its primary lender, Silicon Valley Bank, since 2004. The revolving line of credit is
secured by substantially all of the Companys assets. The maximum available under the line is $10 million subject to the value of collateralized assets. The Company is required under the revolving line of credit to maintain its primary
operating account and the majority of its cash and investment balances in accounts with its primary lender. The facility was amended on March 27, 2015, extending the maturity date to March 31, 2018 and on May 10, 2016, the Company and
the primary lender agreed to modify certain financial covenants. The amended agreement requires the Company to maintain a liquidity ratio greater than 1.50:1.00, excluding certain short term advances from the calculation, and a minimum tangible net
worth of not less than (no worse than) negative $24.0 million for the quarters ended June 30, 2016, September 30, 2016, December 31, 2016, March 31, 2017, June 30, 2017, and September 30, 2017; and
not less than (no worse than) negative $24.5 million for the quarters ended December 31, 2017 and March 31, 2018.
As of
March 31, 2016, the Company had no outstanding debt under the revolving line of credit. Draws on the line of credit are made based on the borrowing capacity one week in arrears. As of March 31, 2016, the Company had a borrowing capacity of
$4.9 million based on the Companys collateralized assets, and cash and cash equivalents of $1.6 million for a total liquidity of $6.5 million.
Healthcare Royalty Partners Debt
In November 2011, the Company entered into a loan agreement with Healthcare Royalty Partners. Under the agreement the Company borrowed from
Healthcare Royalty Partners $15 million. The Company was permitted to borrow up to an additional $5 million in the aggregate based on the achievement by the Company of certain milestones related to
Niobe
ES system sales in 2012. On
August 8, 2012, the Company borrowed an additional $2.5 million based upon achievement of a milestone related to
Niobe
ES system sales for the three months ended June 30, 2012. On January 31, 2013, the Company borrowed an
additional $2.5 million based upon achievement of a milestone related to
Niobe
ES system sales for the twelve months ended December 31, 2012. The loan will be repaid through, and secured by, royalties payable to the Company under its
Development, Alliance and Supply Agreement with Biosense Webster, Inc. (the Biosense Agreement). The Biosense Agreement relates to the development and distribution of magnetically enabled catheters used with Stereotaxis
Niobe
ES system in cardiac ablation procedures. Under the terms of the agreement, Healthcare Royalty Partners will be entitled to receive 100% of all royalties due to the Company under the Biosense Agreement until the loan is repaid. The loan
is a full recourse loan, matures on December 31, 2018, and bears interest at an annual rate of 16% payable quarterly with royalties received under the Biosense Agreement. If the payments received by the Company under the Biosense Agreement are
insufficient to pay all amounts of interest due on the loan, then such deficiency will increase the outstanding principal amount on the loan. After the loan obligation is repaid, the royalties under the Biosense Agreement will again be paid to the
Company. The loan is also secured by certain assets and intellectual property of the Company. The agreement also contains customary affirmative and negative covenants. The use of payments due to the Company under the Biosense Agreement was approved
by our primary lender.
10. Stockholders Equity
The holders of common stock are entitled to one vote for each share held and to receive dividends whenever funds are legally available and when
declared by the Board of Directors subject to the prior rights of holders of all classes of stock having priority rights as dividends and the conditions of the revolving line of credit agreement. Since the Companys inception, no dividends have
been declared or paid.
Controlled Equity Offering
The Company entered into a Controlled Equity Offering
SM
sales agreement (the Sales
Agreement) in May 2014, as amended on March 26, 2015, with Cantor Fitzgerald & Co. (Cantor), as agent and/or principal, pursuant to which the Company could issue and sell, from time to time, shares of its common stock
having an aggregate gross sales price of up to $18.0 million. The Company will pay Cantor a commission of 3.0% of the gross proceeds from any common stock sold through the Sales Agreement.
There were no proceeds from the Controlled Equity Offering during the three months ended March 31, 2016. As of March 31, 2016, $13.8
million of common stock remained available to be sold under this facility, subject to certain conditions as specified in the Sales Agreement.
Offerings of Common Stock
On October 8, 2015 the Company announced the results of its previously announced offering of transferable subscription warrants (the
Warrants Offering) to holders of record of the Companys common stock. Pursuant to the Warrants Offering, subscription warrants to purchase 267,256 shares of common stock were exercised, resulting in gross proceeds to the Company of
$293,982.
12
Stock Award Plans
The Company has various stock plans that permit the Company to provide incentives to employees and directors of the Company in the form of
equity compensation. In August 2012, the Board of Directors adopted the 2012 Stock Incentive Plan (the Plan) which was subsequently approved by the Companys shareholders. This plan replaced the 2002 Stock Incentive Plan which
expired on March 25, 2012.
On June 5, 2013 and on June 10, 2014, the shareholders approved amendments to the Plan, which
were previously approved and adopted by the Compensation Committee of the Board of Directors of the Company. Each of these amendments increased the number of shares authorized for issuance under the Plan by one million shares. At March 31,
2016, the Company had 46,051 remaining shares of the Companys common stock to provide for current and future grants under its various equity plans.
At March 31, 2016, the total compensation cost related to options, stock appreciation rights and non-vested stock granted to employees
under the Companys stock award plans but not yet recognized was approximately $2.3 million, net of estimated forfeitures of approximately $0.7 million. This cost will be amortized over a period of up to four years over the underlying estimated
service periods and will be adjusted for subsequent changes in estimated forfeitures and anticipated vesting periods.
A summary of the
option and stock appreciation rights activity for the three month period ended March 31, 2016 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Options/SARs
|
|
|
Range of
Exercise Price
|
|
Weighted Average Exercise
Price per Share
|
|
Outstanding, December 31, 2015
|
|
|
706,494
|
|
|
$1.45 - $116.40
|
|
$
|
9.34
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(11,377
|
)
|
|
$1.74 - $36.20
|
|
$
|
9.98
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2016
|
|
|
695,117
|
|
|
$1.45 - $116.40
|
|
$
|
9.32
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of the restricted stock unit activity for the three month period ended March 31, 2016 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
Number of Restricted
Stock Units
|
|
|
Weighted Average Grant Date
Fair Value per Unit
|
|
Outstanding, December 31, 2015
|
|
|
752,008
|
|
|
$
|
2.63
|
|
Granted
|
|
|
700,600
|
|
|
$
|
0.78
|
|
Vested
|
|
|
(175,100
|
)
|
|
$
|
3.00
|
|
Forfeited
|
|
|
(6,232
|
)
|
|
$
|
2.73
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2016
|
|
|
1,271,276
|
|
|
$
|
1.56
|
|
|
|
|
|
|
|
|
|
|
11. Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and warrants.
General accounting principles for fair value measurement established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets and 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:
|
Values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
|
Level 2:
|
Values are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or other model-based valuation techniques for which all
significant assumptions are observable in the market.
|
|
Level 3:
|
Values are generated from model-based techniques that use significant assumptions not observable in the market.
|
13
The following table sets forth the Companys assets and liabilities measured at fair value
on a recurring basis by level within the fair value hierarchy. As required by the Fair Value Measurements and Disclosures topic of the Accounting Standards Codification, assets and liabilities are classified in their entirety based on the lowest
level of input that is significant to the fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement Using
|
|
|
|
Total
|
|
|
Quoted Prices in
Active Markets
for Identical
Instruments
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Assets at March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
347,821
|
|
|
|
347,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
347,821
|
|
|
|
347,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued May 2012
|
|
$
|
237,650
|
|
|
|
|
|
|
|
|
|
|
|
237,650
|
|
Warrants issued August 2013
|
|
$
|
525,186
|
|
|
|
|
|
|
|
|
|
|
|
525,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value:
|
|
$
|
762,836
|
|
|
|
|
|
|
|
|
|
|
|
762,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
524,083
|
|
|
|
524,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
524,083
|
|
|
|
524,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued May 2012
|
|
$
|
143,681
|
|
|
|
|
|
|
|
|
|
|
|
143,681
|
|
Warrants issued August 2013
|
|
$
|
650,449
|
|
|
|
|
|
|
|
|
|
|
|
650,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value:
|
|
$
|
794,130
|
|
|
|
|
|
|
|
|
|
|
|
794,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
The Companys financial assets consist of cash equivalents invested in money market funds in the amount of $347,821 and $524,083 at
March 31, 2016 and December 31, 2015, respectively. These assets are classified as Level 1 as described above and total interest income recorded for these investments was insignificant during both the three month periods ended
March 31, 2016, and March 31, 2015. There were no transfers in or out of Level 1 during the period ended March 31, 2016.
Level 2
The Company does
not have any financial assets or liabilities classified as Level 2.
Level 3
In conjunction with the Companys May 2012 and August 2013 financing transactions, the Company issued warrants to purchase shares of the
Companys common stock. Due to the provisions included in the warrant agreements, the warrants did not meet the exemptions for equity classification and as such, the Company accounts for these warrants as derivative instruments. The calculated
fair value of the warrants is classified as a liability and is periodically re-measured with any changes in value recognized in Other expense in the Statements of Operations.
The remaining warrants from the May 2012 transaction expire in May 2018 and were revalued as of March 31, 2016 using the following
assumptions: 1) volatility of 113.14%; 2) risk-free interest rate of 0.73%; and 3) a closing stock price of $1.10.
The remaining warrants
from the August 2013 expire in November 2018 and were revalued as of March 31, 2016 using the following assumptions: 1) volatility of 110.74%; 2) risk-free interest rate of 0.87%; and 3) a closing stock price of $1.10.
The significant unobservable input used in the fair value measurement of the Companys warrants is volatility. Significant increases
(decreases) in the volatility in isolation would result in significantly higher (lower) liability fair value measurements.
14
The following table sets forth a summary of changes in the fair value of the Companys Level
3 financial liabilities for the three month period ended March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued May
2012
|
|
|
Warrants issued August
2013
|
|
|
Total Liabilities
|
|
Balance at beginning of period
|
|
$
|
143,681
|
|
|
$
|
650,449
|
|
|
$
|
794,130
|
|
Issues
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation
|
|
|
93,969
|
|
|
|
(125,263
|
)
|
|
|
(31,294
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
237,650
|
|
|
$
|
525,186
|
|
|
$
|
762,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company currently does not have derivative instruments to manage its exposure to currency fluctuations or
other business risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. All derivative financial instruments are recognized in the
balance sheet at fair value.
12. Product Warranty Provisions
The Companys standard policy is to warrant all
Niobe
,
Odyssey,
and
Vdrive
systems against defects in material or
workmanship for one year following installation. The Companys estimate of costs to service the warranty obligations is based on historical experience and current product performance trends. A regular review of warranty obligations is performed
to determine the adequacy of the reserve and adjustments are made to the estimated warranty liability as appropriate.
Accrued warranty,
which is included in other accrued liabilities, consists of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
Warranty accrual, beginning of the fiscal period
|
|
$
|
316,835
|
|
|
$
|
364,548
|
|
Accrual adjustment for product warranty
|
|
|
55,262
|
|
|
|
171,384
|
|
Payments made
|
|
|
(69,735
|
)
|
|
|
(219,097
|
)
|
|
|
|
|
|
|
|
|
|
Warranty accrual, end of the fiscal period
|
|
$
|
302,362
|
|
|
$
|
316,835
|
|
|
|
|
|
|
|
|
|
|
13. Commitments and Contingencies
The Company at times becomes a party to claims in the ordinary course of business. Management believes that the ultimate resolution of pending
or threatened proceedings will not have a material effect on the financial position, results of operations or liquidity of the Company.
14. Subsequent Events
On May 2, 2016, Stereotaxis, Inc. (the Company) received a determination letter from the Nasdaq Hearings Panel (the
Panel) granting the Companys request for the continued listing of its common stock on The Nasdaq Capital Market (Nasdaq). The Companys continued listing on Nasdaq is subject to, among other things, the Company
evidencing compliance with the minimum $35 million market value of listed securities requirement (the Market Cap Requirement) by August 1, 2016. To satisfy the Market Cap Requirement, the Company must evidence a market value of
listed securities of at least $35 million for a minimum of ten consecutive business days on or before August 1, 2016. The Company is taking definitive steps to timely comply with the terms of the Panels decision; however, there can be no
assurance that it will be able to do so.
On May 10, 2016, Stereotaxis, Inc. (the Company) entered into an Eleventh Loan
Modification Agreement (Domestic) with Silicon Valley Bank (the Bank) (Modification Agreement), further amending the terms of that certain Second Amended and Restated Loan and Security Agreement (Domestic) dated
November 30, 2011, as amended (the Amended Loan Agreement), to modify the financial covenants under the Amended Loan Agreement by revising the tangible net worth covenant to require the Company to maintain a minimum tangible
net worth of not less than (no worse than) negative $24,000,000 for the quarters ended June 30, 2016, September 30, 2016, December 31, 2016, March 31, 2017, June 30, 2017, and September 30, 2017; and not
less than (no worse than) negative $24,500,000 for the quarters ended December 31, 2017 and March 31, 2018.
15