ekso-20200630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________________

FORM 10-Q

____________________________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-37854

____________________________________________________________________________________________

Ekso Bionics Holdings, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________________


Nevada						99-0367049
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1414 Harbour Way South, Suite 1201 Richmond, CA						94804
(Address of principal executive offices)						(Zip Code)

(510) 984-1761

(Registrant’s telephone number, including area code)

________________________________

(Former name, former address, and former fiscal year, if changed since last report)

____________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Name of each exchange on which registered:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

EKSO

Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ¨	Accelerated filer	☒

Non-accelerated filer ¨	Smaller reporting company	☒

	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares of registrant’s common stock outstanding as of July 28, 2020 was 8,271,271.

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Ekso Bionics Holdings, Inc.

Quarterly Report on Form 10-Q

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		Page No.
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019	4

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2020 and 2019 (unaudited)	5

	Condensed Consolidated Statements of Stockholders' (Deficit) Equity for the Three and Six Months ended June 30, 2020 and 2019 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2020 and 2019 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	39

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 5.	Other Information	36

Item 6.	Exhibits	43

	Signatures	44

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Ekso Bionics Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par value)


	June 30, 2020		December 31, 2019
	(unaudited)		(Note 2)
Assets
Current assets:
Cash	$	13,260	$	10,872
Accounts receivable, net of allowances of $100 and $121, respectively	3,741		5,208
Inventories, net	2,384		2,489
Prepaid expenses and other current assets	525		238
Total current assets	19,910		18,807
Property and equipment, net	1,248		1,657
Right-of-use assets	885		1,084
Goodwill	189		189
Other assets	117		178
Total assets	$	22,349	$	21,915
Liabilities and Stockholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	1,902	$	1,903
Accrued liabilities	1,180		1,683
Deferred revenues, current	1,345		1,492
Notes payable, net, current	2,433		2,333
Lease liabilities, current	269		421
Total current liabilities	7,129		7,832
Deferred revenues	1,706		1,789
Notes payable, net	644		407
Lease liabilities	508		711
Warrant liabilities	12,361		4,307
Other non-current liabilities	29		72
Total liabilities	22,377		15,118
Commitments and contingencies (Note 15)
Stockholders’ (deficit) equity:
Convertible preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding at June 30, 2020 and December 31, 2019	—		—
Common stock, $0.001 par value; 141,429 shares authorized; 7,814 and 5,795 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively	8		6
Additional paid-in capital	197,513		190,019
Accumulated other comprehensive income	30		50
Accumulated deficit	(197,579)		(183,278)
Total stockholders’ (deficit) equity	(28)		6,797
Total liabilities and stockholders’ (deficit) equity	$	22,349	$	21,915

The accompanying notes are an integral part of these condensed consolidated financial statements

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Ekso Bionics Holdings, 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,
	2020		2019		2020		2019
Revenue	$	2,264	$	3,262	$	3,731	$	6,878
Cost of revenue	1,005		1,702		1,835		3,719
Gross profit	1,259		1,560		1,896		3,159

Operating expenses:
Sales and marketing	1,712		3,039		4,232		5,848
Research and development	452		1,499		1,163		2,883
General and administrative	1,943		2,120		4,130		4,438
Restructuring	244		—		244		—
Total operating expenses	4,351		6,658		9,769		13,169

Loss from operations	(3,092)		(5,098)		(7,873)		(10,010)

Other (expense) income, net:
Interest expense	(38)		(107)		(90)		(228)
(Loss) gain on revaluation of warrant liabilities	(8,574)		2,737		(6,055)		1,615
Loss on modification of warrant	—		—		—		(257)
Warrant issuance expense	(329)		(706)		(329)		(706)
Other income (expense), net	266		108		46		(31)
Total other (expense) income, net	(8,675)		2,032		(6,428)		393

Net loss	$	(11,767)	$	(3,066)	$	(14,301)	$	(9,617)
Other comprehensive (loss) income	(193)		(106)		(20)		42
Comprehensive loss	$	(11,960)	$	(3,172)	$	(14,321)	$	(9,575)

Basic and diluted net loss per share applicable to common shareholders	$	(1.88)	$	(0.65)	$	(2.37)	$	(2.12)
Weighted average number of shares outstanding, basic and diluted	6,261		4,713		6,032		4,526

The accompanying notes are an integral part of these condensed consolidated financial statements

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Ekso Bionics Holdings, Inc.

Consolidated Statements of Stockholders’ (Deficit)

Equity

(In thousands)

(Unaudited)


	Convertible Preferred Stock				Common Stock						Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit	Total Stockholders’ (Deficit) Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2019	—	$	—	5,795	$	6	$	190,019	$	50	$	(183,278)	$	6,797
Net loss	—	—		—	—		—		—		(2,534)		(2,534)
Issuance of common stock under:
Matching contribution to 401(k) plan	—	—		26	—		155		—		—		155
In lieu of cash compensation	—	—		9	—		50		—		—		50
Shares issued as a result of rounding due to reverse-stock split	—	—		13	—		—		—		—		—
Stock-based compensation expense	—	—		—	—		587		—		—		587
Foreign currency translation adjustments	—	—		—	—		—		173		—		173
Balance at March 31, 2020	—	—		5,843	6		190,811		223		(185,812)		5,228
Net loss	—			—	—		—		—		(11,767)		(11,767)
Issuance of common stock under:
Equity financing, net	—	—		1,748	2		7,080		—		—		7,082
Exercise of warrants	—	—		223	—		1,436		—		—		1,436
Issuance of warrants	—	—		—	—		(2,322)		—		—		(2,322)
Stock-based compensation expense	—	—		—	—		508		—		—		508
Foreign currency translation adjustments	—	—		—	—		—		(193)		—		(193)
Balance at June 30, 2020	—	$	—	7,814	$	8	$	197,513	$	30	$	(197,579)	$	(28)

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	Convertible Preferred Stock				Common Stock						Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit	Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2018	—	$	—	4,198	$	4	$	173,962	$	(92)	$	(171,146)	$	2,728
Net loss	—	—		—	—		—		—		(6,551)		(6,551)
Issuance of common stock under:
Equity financing, net	—	—		291	—		7,305		—		—		7,305
Equipois sales earn-out	—	—		1	—		22		—		—		22
Equity incentive plan	—	—		3	—		55		—		—		55
Matching contribution to 401(k) plan	—	—		9	—		191		—		—		191
Stock-based compensation expense	—	—		—	—		636		—		—		636
Foreign currency translation adjustments	—	—		—	—		—		148		—		148
Balance at March 31, 2019	—	$	—	4,502	4		182,171		56		(177,697)		4,534
Net loss	—	—		—	—		—		—		(3,066)		(3,066)
Issuance of common stock under:
Equity financing, net	—	—		444	—		2,393		—		—		2,393
Equipois sales earn-out	—	—		9	—		173		—		—		173
Equity incentive plan	—	—		37	—		919		—		—		919
Stock-based compensation expense	—	—		—	—		557		—		—		557
Foreign currency translation adjustments	—	—		—	—		—		(106)		—		(106)
Balance at June 30, 2019	—	$	—	4,992	$	4	$	186,213	$	(50)	$	(180,763)	$	5,404

The accompanying notes are an integral part of these condensed consolidated financial statements

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Ekso Bionics Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2020		2019
Operating activities:
Net loss	$	(14,301)	$	(9,617)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	320		493
Provision for excess and obsolete inventories	47		24
Changes in allowance for doubtful accounts	47		50

Loss (gain) on revaluation of warrant liabilities	6,055		(1,615)
Finance cost attributable to issuance of warrants	329		706
Stock-based compensation expense	1,095		1,193
Amortization of debt discount and accretion of final payment fee	23		55
Gain on modification of operating lease liabilities	(38)		—
Loss on investment of unconsolidated affiliate	66		—
Common stock contribution to 401(k) plan	99		103
Loss on modification of warrants	—		257
Unrealized loss on foreign currency transactions	7		34
Changes in operating assets and liabilities:
Accounts receivable	1,420		(931)
Inventories	147		(260)
Prepaid expenses, operating lease right-of-use assets, and other assets current and noncurrent	(84)		(182)
Accounts payable	(1)		(654)
Accrued and lease liabilities	(746)		103
Deferred revenues	(230)		533
Net cash used in operating activities	(5,745)		(9,708)
Investing activities:
Acquisition of property and equipment	—		(60)
Net cash used in investing activities	—		(60)
Financing activities:
Proceeds from issuance of common stock and warrants, net	7,082		16,325
Principal payments on note payable	(793)		(1,185)
Proceeds from issuance of long-term debt	1,086		—
Proceeds from exercise of warrants, net	785		—
Proceeds from exercise of stock options	—		228
Net cash provided by financing activities	8,160		15,368
Effect of exchange rate changes on cash	(27)		7
Net increase in cash	2,388		5,607
Cash at beginning of period	10,872		7,655
Cash at end of period	$	13,260	$	13,262

Supplemental disclosure of cash flow activities
Cash paid for interest	$	61	$	183
Cash paid for income taxes	—		8

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Supplemental disclosure of non-cash activities
Initial recognition of operating lease right-of-use assets	$	—	$	1,454
Initial recognition of operating lease liabilities	—		1,498
Transfer of inventory to property and equipment	(89)		(117)
Share issuance for common stock contribution to 401(k) plan	155		191
Share issuance in lieu of cash compensation	50		919
Equipois sales earn-out	—		22

The accompanying notes are an integral part of these condensed consolidated financial statements

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Ekso Bionics Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

($ and share amounts in thousands, except per share amounts)

(Unaudited)

1. Organization

Description of Business

The “Company”, “we”, “its” and “our” refers to Ekso Bionics Holdings, Inc. and its wholly-owned subsidiaries. The Company designs, develops, sells, and rents exoskeleton technology to augment human strength, endurance and mobility. The Company’s exoskeleton technology serves multiple markets and can be used both by able-bodied users as well as by persons with physical disabilities. The Company has sold and rented devices that (i) enable individuals with neurological conditions affecting gait (stroke and spinal cord injury) to rehabilitate and to walk again, (ii) assist individuals with a broad range of upper extremity impairments, and (iii) allow industrial workers to perform difficult repetitive work for extended periods. Founded in 2005, the Company is headquartered in the San Francisco Bay area and listed on the Nasdaq Capital Market under the symbol “EKSO”.

All common stock share and per share amounts have been adjusted to reflect the one-for-fifteen reverse stock split effected on March 24, 2020. See Note 12, Capitalization and Equity Structure – Reverse Stock Split.

Liquidity and Going Concern

As of June 30, 2020, the Company had an accumulated deficit of $197,579. Largely as a result of significant research and development activities related to the development of the Company’s advanced technology and commercialization of such technology into its medical device business, the Company has incurred significant operating losses and negative cash flows from operations since inception. In the six months ended June 30, 2020, the Company used $5,745 of cash in its operations and had cash on hand of $13,260 as of June 30, 2020.

In 2020, management has taken several actions to alleviate the substantial doubt about the Company’s ability to continue as a going concern that existed as of the date of issuance of the December 31, 2019 consolidated financial statements, including, but not limited to, the following:

•streamlined the Company's operations and reduced its workforce by approximately 35% to lower operating expenses and reduce cash burn;

•conducted a registered direct offering for net proceeds of $7,082;

•invested in the development and reliability of its products;

•restructured the Company's commercial organization and strategy which is showing accelerated adoption; and

•received clearance from the U.S. Food and Drug Administration ("FDA") for Acquired Brain Injury ("ABI") to market the Company's product to a larger patient population increasing the value proposition to its customers.

The Company also received proceeds of $785 in the quarter ended June 30, 2020 and $2,422 subsequent to quarter-end from warrant exercises.

As described in Note 10, Notes payable, net, borrowings under the Company’s secured term loan agreement have a liquidity covenant requiring minimum cash on hand equivalent to the current outstanding principal balance. As of June 30, 2020, $1,750 of cash must remain as restricted. After considering cash restrictions, effective unrestricted cash as of June 30, 2020 is estimated to be $11,510. With this unrestricted cash balance and the impact of management's actions described above, the Company believes that it currently has sufficient cash to fund its operations beyond the look forward period of one year from the issuance of these condensed consolidated financial statements.

The Company’s actual capital requirements may vary significantly and will depend on many factors. The Company plans to continue its investments in its (i) sales initiatives to accelerate adoption of the Ekso robotic exoskeleton in the rehabilitation market, (ii) research, development and commercialization activities with respect to exoskeletons for rehabilitation, and (iii) development and commercialization of able-bodied exoskeletons for industrial use. Consequently, the Company may require significant additional financing in the future, which the Company intends to raise through corporate collaborations, public or private equity offerings, debt financings, or warrant solicitations. Sales of additional equity securities by the Company could result in the dilution of the interests of existing stockholders. There can be no assurance that financing will be available when required in sufficient amounts, on acceptable terms or at all. In the event that the necessary additional financing is not obtained,

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Ekso Bionics Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

($ and share amounts in thousands, except per share amounts)

(Unaudited)

the Company may be required to further reduce its discretionary overhead costs substantially, including research and development, general and administrative, and sales and marketing expenses or otherwise curtail operations.

2. Basis of Presentation and Summary of Significant Accounting Policies and Estimates

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on February 27, 2020.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on a consistent basis with the audited consolidated financial statements for the fiscal year ended December 31, 2019, which included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern in the report of the Company’s independent registered public accounting firm, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein.

Certain reclassifications have been made to the amounts in prior periods to conform to the current period’s presentation.

The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the entire fiscal year or any future periods.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet, and the reported amounts of revenues and expenses during the reporting period. For the Company, these estimates include, but are not limited to, revenue recognition, deferred revenue and the deferral of the associated costs, the valuation of warrants and employee stock options, future warranty costs, accounting for leases, useful lives assigned to long-lived assets, valuation of inventory, realizability of deferred tax assets, and contingencies. The estimates are based upon various factors including current and historical trends, as well as other pertinent industry and regulatory authority information, including the potential future effects of COVID-19. Actual results could differ from those estimates. Management regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes.

Foreign Currency

The assets and liabilities of foreign subsidiaries and equity investments, where the local currency is the functional currency, are translated from their respective functional currencies into U.S. dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at average rates during the period, with resulting foreign currency translation adjustments recorded in accumulated other comprehensive income as a component of stockholders’ (deficit) equity. Gains and losses from the re-measurement of balances denominated in currencies other than the entities' functional currencies, are recorded in other expense, net in the accompanying condensed consolidated statements of operations and comprehensive loss.

Inventory

Inventories are recorded at the lower of cost or net realizable value. Cost is computed using the standard cost method, which approximates actual cost on a first-in, first-out basis. Materials from vendors are received and recorded as raw material. Once the raw materials are incorporated in the fabrication of the product, the related value of the component is recorded as work in progress ("WIP"). Direct and indirect labor and applicable overhead costs are also allocated and recorded to WIP inventory. Finished goods are comprised of completed products that are ready for customer shipment. The Company periodically evaluates

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Ekso Bionics Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

($ and share amounts in thousands, except per share amounts)

(Unaudited)

the carrying value of inventory on hand for potential excess amounts over sales and forecasted demand. Excess and obsolete inventories identified, if any, are recorded as an inventory impairment charge within the condensed consolidated statements of operations and comprehensive loss. The Company's estimate of write-downs for excess and obsolete inventory is based on a detailed analysis which includes on-hand inventory and purchase commitments in excess of forecasted demand. Subsequent disposals of inventories are recorded as a reduction of an inventory reserve.

Leases

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”), No. 2016-02, Leases (Topic 842), to enhance the transparency and comparability of financial reporting related to leasing arrangements. The Company adopted the standard effective January 1, 2019.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items, such as initial direct costs paid or incentives received.

Lease expense is recognized over the expected lease term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, lease liabilities current and lease liabilities non-current. As a result, the Company no longer recognizes deferred rent on the balance sheet.

Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which when capable of being distinct, are accounted for as separate performance obligations.

The Company’s medical device segment (EksoHealth) revenue is primarily generated through the sale and rental of the EksoNR and EksoGT, associated software (SmartAssist and VariableAssist), the sale and rental of the EksoUE, the sale of accessories, and the sale of support and maintenance contracts (Ekso Care). Revenue from medical device product sales is recognized at the point in time when control of the product transfers to the customer. Transfer of control generally occurs upon shipment from the Company’s facility for sales of the EksoNR or EksoGT, software and accessories. Ekso Care support and maintenance contracts extend coverage beyond the Company’s standard warranty agreements. The separately priced Ekso Care contracts range from 12 to 48 months. The Company receives payment at the inception of the contract and recognizes revenue over the term of the agreement. Revenue from medical device rentals is recognized over the rental term, typically over 12 months.

The Company’s industrial device segment (EksoWorks) revenue is generated through the sale and rental of the upper body exoskeleton (EksoVest) and the support arm (EksoZeroG). Revenue from industrial device sales is recognized at the point in time when control of the product transfers to the customer. Transfer of control generally occurs upon shipment from the Company’s facility. Revenue from industrial device rentals is recognized over the rental term, typically over 12 months.

Refer to Note 7, Revenue Recognition for further information, including revenue disaggregated by source.

Government Grants

The Company accounts for nonreciprocal government grants by applying the contributions received guidance in ASC Topic 958-605 by analogy. To determine if a grant is non-reciprocal or reciprocal and whether the application of ASC 606 is required, the Company considers whether the transfer of resources is one in which commensurate value is exchanged. If commensurate

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Ekso Bionics Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

($ and share amounts in thousands, except per share amounts)

(Unaudited)

value is not exchanged for the goods or services provided, the Company assesses whether the grant is conditional or unconditional. Grants that contain both a barrier and right to return are considered conditional and revenue is deferred until such conditions are satisfied. In January 2019, the Company received a government grant from the Singapore Economic Development Board (“SEDB”) in the amount of approximately $1,500. The receipt of the funds is conditional upon certain operational milestones that must be met and maintained through December 31, 2021. Therefore, the Company has not recognized revenue related to the government grant from the SEBD nor received cash from the SEBD during the six months ended June 30, 2020 and prior periods. The Company does not expect to recognize revenue until December 31, 2021.

Going Concern

The Company assesses its ability to continue as a going concern at every interim and annual period in accordance with ASC 205-40. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains its cash accounts in excess of federally insured limits. However, the Company believes it is not exposed to significant credit risk due to the financial position of the depository institutions in which these deposits are held. The Company extends credit to customers, most of which are hospitals or other large nationally recognizable institutions, in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the condensed consolidated financial statements. The Company does not require collateral from its customers to secure accounts receivable.

Accounts receivable are derived from the sale of products shipped to and services performed for customers. Invoices are aged based on contractual terms with the customer. The Company reviews accounts receivable for collectability and records an allowance for credit losses, as needed. The Company has not experienced any material losses related to accounts receivable as of June 30, 2020 and December 31, 2019.

Many of the sales contracts with customers outside of the U.S. are settled in a foreign currency. The Company does not enter into any foreign currency hedging agreements and is susceptible to gains and losses from foreign currency fluctuations. To date, the Company has not experienced significant gains or losses upon settling foreign currency denominated accounts receivable.

At June 30, 2020, the Company had two customers with an accounts receivable balance totaling 10% or more of the Company’s total accounts receivable (10% and 17%), as compared with one customer at December 31, 2019 (11%).

During the three months ended June 30, 2020, the Company had two customers with sales of 10% or more of the Company’s total revenue (11% and 13%), as compared with one customer in the three months ended June 30, 2019 (31%).

During the six months ended June 30, 2020, the Company had no customers with sales of 10% or more of the Company’s total revenue, as compared with one customer in the six months ended June 30, 2019 (21%).

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-10, which amends the current approach to estimate credit losses on certain financial assets, including trade and other receivables. Generally, this amendment requires entities to establish a valuation allowance for the expected lifetime losses of these certain financial assets. Upon the initial recognition of such assets, which will be based on, among other things, historical information, current conditions, and reasonable supportable forecasts. Subsequent changes in the valuation allowance are recorded in current earnings and reversal of previous losses are permitted. Currently, U.S. GAAP requires entities to write down credit losses only when losses are probable and loss reversals are not permitted. The update will be effective for the Company in the first quarter

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Ekso Bionics Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

($ and share amounts in thousands, except per share amounts)

(Unaudited)

of 2023. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements and related disclosures.

Accounting Pronouncements Adopted in 2020

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the computation of the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record a goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted the new guidance as of January 1, 2020, which reduced the complexity surrounding the evaluation of goodwill for impairment. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The standard modifies the disclosure requirements on fair value measurements in Topic 820 by removing the requirement to disclose the reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The standard expands the disclosure requirements for Level 3 fair value measurement, primarily focused on changes in unrealized gains and losses included in other comprehensive income. The amendments in this update became effective for the Company in the first quarter of 2020. The Company adopted ASU 2018-03 as of January 1, 2020. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements and related disclosures.

3. Restructuring

In May of 2020, the Company streamlined its operations and reduced its workforce by approximately 35% to lower operating expenses and reduce cash burn. The restructuring plan was completed by the end of the second quarter of 2020.

The Company recorded restructuring expense of $244 for the three and six months ended June 30, 2020 comprised of employee severance payments. As of June 30, 2020, there was no accrued restructuring cost remaining on the Company’s condensed consolidated balance sheets.

4. Accumulated Other Comprehensive Income

The following table sets forth the changes to accumulated comprehensive income, net of tax, by component for the six months ended June 30, 2020:


	Foreign Currency Translation
Balance at December 31, 2019	$	50
Net unrealized loss on foreign currency translation	(20)
Balance at June 30, 2020	$	30

5. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Three levels of inputs, of which the first two are considered observable and the last unobservable, may be used to measure fair value which are the following:

•Level 1—Quoted prices in active markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

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Ekso Bionics Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

($ and share amounts in thousands, except per share amounts)

(Unaudited)

•Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation of Level 3 investments requires the use of significant management judgments or estimation.

The Company’s fair value hierarchies for its financial assets and liabilities, which require fair value measurement, are as follows:


	Total		Level 1		Level 2		Level 3
June 30, 2020
Liabilities
Warrant liabilities	$	12,361	$	—	$	—	$	12,361
Contingent success fee liability	$	—	$	—	$	—	$	—

December 31, 2019
Liabilities
Warrant liabilities	$	4,307	$	—	$	—	$	4,307
Contingent success fee liability	$	6	$	—	$