Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | VERO | |
Entity Registrant Name | Venus Concept Inc. | |
Entity Central Index Key | 0001409269 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-38238 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1681204 | |
Entity Address, Address Line One | 235 Yorkland Blvd. | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Toronto | |
Entity Address, Postal Zip Code | M2J 4Y8 | |
Entity Address, State or Province | ON | |
City Area Code | 877 | |
Local Phone Number | 848-8430 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 32,210,142 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 20,628 | $ 15,666 |
Restricted cash | 83 | 83 |
Accounts receivable, net of allowance of $10,889 and $10,494 as of March 31, 2020, and December 31, 2019 | 55,020 | 58,977 |
Inventories | 18,923 | 18,844 |
Deferred expenses | 30 | 59 |
Prepaid expenses | 2,552 | 2,523 |
Advances to suppliers | 243 | 450 |
Other current assets | 2,986 | 3,101 |
Total current assets | 100,465 | 99,703 |
LONG-TERM ASSETS: | ||
Long-term receivables | 27,867 | 35,656 |
Deferred tax assets | 409 | 622 |
Severance pay funds | 658 | 710 |
Property and equipment, net | 4,389 | 4,648 |
Intangible assets | 21,470 | 22,338 |
Goodwill | 27,450 | |
Total long-term assets | 54,793 | 91,424 |
TOTAL ASSETS | 155,258 | 191,127 |
CURRENT LIABILITIES: | ||
Line of credit | 8,212 | 7,789 |
Trade payables | 9,208 | 9,401 |
Accrued expenses and other current liabilities | 15,220 | 21,120 |
Taxes payable | 1,960 | 2,172 |
Unearned interest income | 3,672 | 3,942 |
Warranty accrual | 1,084 | 1,254 |
Deferred revenues | 1,916 | 2,495 |
Total current liabilities | 41,272 | 48,173 |
LONG-TERM LIABILITIES: | ||
Long-term debt | 63,261 | 61,229 |
Accrued severance pay | 848 | 827 |
Deferred tax liabilities | 1,085 | 1,017 |
Unearned interest income | 977 | 1,681 |
Warranty accrual | 550 | 723 |
Other long-term liabilities | 691 | 799 |
Total long-term liabilities | 67,412 | 66,276 |
TOTAL LIABILITIES | 108,684 | 114,449 |
Commitments and Contingencies (Note 8) | ||
STOCKHOLDERS’ EQUITY (Note 1): | ||
Series A convertible preferred stock, $0.0001 par value: 660,000 shares authorized, 660,000 shares and none issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | ||
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of March 31, 2020 and December 31, 2019; 32,194,285 and 28,686,116 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 24 | 24 |
Additional paid-in capital (Note 2) | 170,657 | 149,840 |
Accumulated deficit | (125,876) | (75,686) |
TOTAL STOCKHOLDERS’ EQUITY | 44,805 | 74,178 |
Non-controlling interests | 1,769 | 2,500 |
Total equity | 46,574 | 76,678 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 155,258 | $ 191,127 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 10,889 | $ 10,494 |
Series A convertible preferred stock at liquidation preference par value | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock, shares authorized | 660,000 | 660,000 |
Series A convertible preferred stock, shares issued | 660,000 | 0 |
Series A convertible preferred stock, shares outstanding | 660,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 32,194,285 | 28,686,116 |
Common stock, shares outstanding | 32,194,285 | 28,686,116 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 14,508 | $ 24,580 |
Cost of goods sold | 5,228 | 6,515 |
Gross profit | 9,280 | 18,065 |
Operating expenses: | ||
Selling and marketing | 8,611 | 9,532 |
General and administrative | 14,176 | 8,340 |
Research and development | 2,624 | 2,061 |
Goodwill impairment | 27,450 | |
Total operating expenses | 52,861 | 19,933 |
Loss from operations | (43,581) | (1,868) |
Other expenses: | ||
Foreign exchange loss | 4,279 | 697 |
Finance expenses | 2,254 | 1,654 |
Loss before income taxes | (50,114) | (4,219) |
Income tax expense | 589 | 886 |
Net loss | (50,703) | (5,105) |
Loss attributable to stockholders of the Company | (50,190) | (5,273) |
(Loss) income attributable to non-controlling interest | (513) | 168 |
Net loss | $ (50,703) | $ (5,105) |
Net loss per share: | ||
Basic | $ (1.68) | $ (1.10) |
Diluted | $ (1.68) | $ (1.10) |
Weighted-average number of shares used in per share calculation: | ||
Basic | 29,812 | 4,776 |
Diluted | 29,812 | 4,776 |
Leases | ||
Revenue | $ 6,813 | $ 15,742 |
Cost of goods sold | 1,452 | 3,479 |
Products and Services | ||
Revenue | 7,695 | 8,838 |
Cost of goods sold | $ 3,776 | $ 3,036 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss and comprehensive loss | $ (50,703) | $ (5,105) |
Loss attributable to stockholders of the Company | (50,190) | (5,273) |
Comprehensive (loss) income attributable to non-controlling interest | (513) | 168 |
Comprehensive loss | $ (50,703) | $ (5,105) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Series A Preferred Shares | Series B Preferred Shares | Series C Preferred Shares | Series C-1 Preferred Shares | Series D Preferred Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Beginning balance, value at Dec. 31, 2018 | $ 36,455 | $ 5 | $ 67,495 | $ (35,067) | $ 4,022 | |||||
Beginning balance, shares at Dec. 31, 2018 | 1,264,565 | 2,632,109 | 4,615,567 | 56,983 | 647,189 | 4,772,956 | ||||
Net loss - the Company | (5,273) | (5,273) | ||||||||
(Loss) income attributable to non-controlling interest | 168 | 168 | ||||||||
Options exercised | 7 | 7 | ||||||||
Options exercised, shares | 3,506 | |||||||||
Stock-based compensation | 375 | 375 | ||||||||
Ending balance, value at Mar. 31, 2019 | 31,732 | $ 5 | 67,877 | (40,340) | 4,190 | |||||
Ending balance, shares at Mar. 31, 2019 | 1,264,565 | 2,632,109 | 4,615,567 | 56,983 | 647,189 | 4,776,462 | ||||
Beginning balance, value at Dec. 31, 2019 | 76,678 | $ 24 | 149,840 | (75,686) | 2,500 | |||||
Beginning balance, shares at Dec. 31, 2019 | 28,686,116 | |||||||||
Issuance of common stock | 1,208,169 | |||||||||
2020 Private Placement shares, net of costs | 12,115 | 12,115 | ||||||||
2020 Private Placement shares, net of costs, shares | 660,000 | 2,300,000 | ||||||||
2020 Private Placement Warrants, net of costs | 4,621 | 4,621 | ||||||||
Beneficial conversion feature | 3,564 | 3,564 | ||||||||
Dividends from subsidiaries | (218) | (218) | ||||||||
Net loss - the Company | (50,190) | (50,190) | ||||||||
(Loss) income attributable to non-controlling interest | (513) | (513) | ||||||||
Stock-based compensation | 517 | 517 | ||||||||
Ending balance, value at Mar. 31, 2020 | $ 46,574 | $ 24 | $ 170,657 | $ (125,876) | $ 1,769 | |||||
Ending balance, shares at Mar. 31, 2020 | 660,000 | 32,194,285 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (50,703) | $ (5,105) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill impairment | 27,450 | |
Depreciation and amortization | 1,245 | 325 |
Stock-based compensation | 517 | 375 |
Provision for bad debt | 1,547 | 561 |
Provision for inventory obsolescence | 324 | 223 |
Finance expenses | 2,032 | 218 |
Deferred tax expense | 281 | 414 |
Change in fair value of earn-out liability | 179 | 411 |
Loss on disposal of property and equipment | 29 | |
Changes in operating assets and liabilities: | ||
Accounts receivable short- and long-term | 10,194 | (5,961) |
Inventories | (522) | 165 |
Prepaid expenses | (29) | 32 |
Other current assets | 381 | 114 |
Other long-term assets | 5 | (49) |
Trade payables | (193) | (1,105) |
Accrued expenses and other current liabilities | (6,960) | 1,389 |
Severance pay funds | 52 | (24) |
Unearned interest income | (973) | (108) |
Other long-term liabilities | (261) | (410) |
Net cash used in operating activities | (15,405) | (8,535) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property and equipment | 148 | |
Purchases of property and equipment | (61) | (393) |
Net cash used in investing activities | (61) | (245) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of long-term debt, net of financing fees | 9,636 | |
Drawdown of line-of-credit | 423 | 1,023 |
Proceeds from 2020 Private Placement, net of costs of $1,950 | 20,300 | |
Dividends from subsidiaries paid to non-controlling interest | (218) | |
Payment of earn-out liability | (77) | (90) |
Installment payments | (250) | |
Proceeds from exercise of options | 7 | |
Net cash provided by financing activities | 20,428 | 10,326 |
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 4,962 | 1,546 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 15,749 | 6,758 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 20,711 | 8,304 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 329 | 1,087 |
Cash paid for interest | $ 104 | $ 6,166 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Cash Flows [Abstract] | ||
Private placement, net of costs | $ 1,950 | $ 1,950 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Venus Concept Inc. (formerly Restoration Robotics, Inc.) is a global medical technology company that develops, commercializes, and sells minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related services. The Company’s systems have been designed on a cost-effective, proprietary and flexible platform that enables it to expand beyond the aesthetic industry’s traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. The Company was incorporated in the state of Delaware on November 22, 2002. In these notes to the condensed consolidated financial statements, the “Company”, “Venus Concept,” refers to Venus Concept Inc. and its subsidiaries on a consolidated basis. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future, and, as such, the condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The Company has had recurring net operating losses and negative cash flows from operations. As of March 31, 2020 and December 31, 2019, the Company had an accumulated deficit of $125,876 and $75,686, respectively. Further, the Company was not in compliance with certain financial covenants contained in its credit agreements with City National Bank of Florida and Madryn Health Partners, L.P. in the nine months ended September 30, 2019. The Company was in compliance with all required covenants as of March 31, 2020 and as of December 31, 2019. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date that the condensed consolidated financial statements are issued. In addition, the coronavirus pandemic (“COVID-19” or “pandemic”) has had a significant negative impact on the Company’s condensed consolidated financial statements as of March 31, 2020 and for the three months then ended, and management expects it to have future negative impact the extent of which is uncertain and largely subject to whether the severity worsens, or duration lengthens. In the event that the COVID-19 pandemic and the economic disruptions it has caused continue for an extended period of time, the Company cannot assure that it will remain in compliance with the financial covenants in its credit facilities. In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings and issuance of capital stock. In March 2020 the Company completed the 2020 Private Placement , as described below. Given the COVID-19 pandemic, the Company cannot anticipate the extent to which the current economic turmoil and financial market conditions will continue to adversely impact the Company’s business and the Company may need additional capital to fund its future operations and to access the capital markets sooner than planned. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts or amounts and classification of liabilities that might result from the uncertainty. Such adjustments could be material. Merger of the Company with Venus Concept Ltd. On November 7, 2019, the Company (formerly Restoration Robotics, Inc.), completed its business combination with Venus Concept Ltd., in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of March 15, 2019, as amended from time to time (the “Merger Agreement”), by and among the Company, Venus Concept Ltd. and Radiant Merger Sub Ltd., a company organized under the laws of Israel and a direct, wholly-owned subsidiary of the Company (“Merger Sub”). Under the Merger Agreement, Merger Sub merged with and into Venus Concept Ltd., with Venus Concept Ltd. surviving as a wholly owned subsidiary of the Company (the “Merger”). Following the completion of the Merger, the Company changed its corporate name to Venus Concept Inc., and the business conducted by Venus Concept Ltd. became the primary business conducted by the Company. At the effective time of the Merger, each outstanding ordinary and preferred share of Venus Concept Ltd., other than shares held by Venus Concept Ltd. as treasury stock or held by the Company or Merger Sub, were converted into the right to receive 8.6506, or Exchange Ratio, validly issued, fully paid and non-assessable shares of common stock, and each outstanding stock option and warrant issued and outstanding by Venus Concept Ltd. was assumed by Restoration Robotics, Inc. and converted into and became an option or warrant (as applicable) exercisable for shares of common stock with the number and exercise price adjusted by the Exchange Ratio. The Merger was accounted for as a reverse acquisition with Venus Concept Ltd. as the acquiring company for accounting purposes, and Restoration Robotics, Inc. as the legal acquirer. As a result, upon consummation of the Merger, the historical financial statements of Venus Concept Ltd. became the historical financial statements of Venus Concept Inc. The 2020 Private Placement On March 18, 2020, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (collectively, the “Investors”) pursuant to which the Company issued and sold to the Investors an aggregate of 2,300,000 shares of common stock, par value $0.0001 per share, 660,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which are convertible into 6,600,000 shares of common stock, and warrants (“the “2020 Private Placement Warrants”) to purchase up to 6,675,000 shares of common stock with an exercise price of $3.50 per share (the “2020 Private Placement”). The 2020 Private Placement Warrants have a five-year term and are exercisable beginning 181 days after their issue date. The Series A Preferred Stock will automatically convert into shares of common stock upon receipt of stockholder approval. The Series A Preferred Stock has no voting rights other than as required by law. The 2020 Private Placement was completed on March 19, 2020. The gross proceeds from the securities sold in the 2020 Private Placement was $22,250. The costs incurred with respect to the 2020 Private Placement totaled $1,950 and were recorded in the condensed consolidated statements of stockholders’ equity. The accounting effects of the 2020 Private Placement transaction are discussed in Note 12. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Venus Concept Inc. have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. When used in this report, the term "the Company" means Venus Concept Inc. and its subsidiaries. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. The preparation of these unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 intangible and long-lived assets Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. Restatement of Comparative Amounts Venus Concept Ltd. previously classified the issuance of common stock and preferred stock as a credit to common stock. In accordance with U.S. GAAP, amounts issued in excess of par value are required to be accounted for in additional paid in capital (APIC). The error is a reclassification from common stock into APIC and has an overall immaterial impact on the consolidated statement of stockholders’ equity and consolidated balance sheet. Items previously reported have been reclassified to conform to U.S. GAAP and the reclassification did not have any impact on the Company’s consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of cash flows and net loss per share calculations. The following table summarizes the impact of the restatement adjustments on Venus Concept Ltd.’s previously reported condensed consolidated financial statements: As previously reported Adjustment As restated $ $ $ Consolidated balance sheet and consolidated statement of stockholders' equity January 1, 2019 Common Stock 57,101 (57,096 ) 5 Additional paid in capital 10,399 57,096 67,495 March 31, 2019 Common Stock 57,101 (57,096 ) 5 Additional paid in capital 10,774 57,096 67,870 Accounting policies The accounting policies the Company follows are set forth in the Company’s audited consolidated financial statements for fiscal year 2019. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. JOBS Act Accounting Election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Risks and Uncertainties The Company has considered the impact of the novel coronavirus (COVID-19) on its condensed consolidated financial statements. COVID-19 has had a significant negative impact on the Company’s condensed consolidated financial statements as of March 31, 2020 and for the three months then ended, and management expects it to have a future negative impact to the extent of which is uncertain and largely subject to whether the severity worsens, or duration lengthens. These impacts could include but may not be limited to risks and uncertainty related to . may subject the Company to future risk of material intangible and long-lived assets impairments, increased reserves for uncollectible accounts, and adjustments for inventory and market volatility for items subject to fair value measurements. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance will no longer be available to apply after December 31, 2022. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance. In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the Securities and Exchange Commission staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of applying this guidance on its financial instruments, such as accounts receivable. In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company is currently evaluating the impact of applying this guidance and believes that it has transactions that may fall under the scope. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock warrants and stock options are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31 2020 2019 Numerator: Net loss $ (50,703 ) $ (5,105 ) Net loss allocated to stockholders of the Company $ (50,190 ) $ (5,273 ) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted 29,812 4,776 Net loss per share: Basic and diluted $ (1.68 ) $ (1.10 ) Due to the net loss, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2020 and 2019, respectively, because including them would have been antidilutive : March 31, 2020 March 31, 2019 Options to purchase common stock 2,730,791 3,269,926 Preferred stock 660,000 9,216,413 Warrants for common stock 10,665,067 179,932 Total potential dilutive shares 14,055,858 12,666,271 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR Financial assets and financial liabilities are initially recognized at fair value when the Company becomes a party to the contractual provision of the financial instrument. Subsequently, all financial instruments are measured at amortized cost using the effective interest method. The financial instruments of the Company consist of cash and cash equivalents, restricted cash, accounts receivable, long-term receivables, line of credit, trade payables, accrued expenses and other current liabilities, earn-out liability, other long-term liabilities and long-term debt. In view of their nature, the fair value of most of the financial instruments approximates their carrying amounts. The Company measures the fair value of its financial assets and liabilities using the fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level - Quoted prices in active markets for identical assets or liabilities. Level - Inputs other than Level 1 that are observable, either directly or indirectly, such as 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 - 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 categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company classifies its restricted cash and guaranteed investment certificates within Level 2 as it uses alternative pricing sources and models utilizing market observable inputs. Contingent earn-out consideration is classified within Level 3. The following tables set forth the fair value of the Company’s Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy: Fair Value Measurements as of March 31, 2020 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Restricted cash $ — $ 83 $ — $ 83 Total assets $ — $ 83 $ — $ 83 Liabilities Contingent earn-out consideration — — 757 757 Total liabilities $ — $ — $ 757 $ 757 Fair Value Measurements as of December 31, 2019 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Guaranteed Investment Certificates ("GIC") $ — $ 63 $ — $ 63 Restricted cash — 83 — 83 Total assets $ — $ 146 $ — $ 146 Liabilities Contingent earn-out consideration — — 655 655 Total liabilities $ — $ — $ 655 $ 655 The earn-out liability is measured using discounted cash flow techniques, with the expected cash outflows estimated based on the probability of assessment of the acquired business achieving the revenue metrics required for payment. Expected future revenues of the acquired business and the associated estimate of probability are not observable inputs. The payments due are based on point in time measurements of the metrics quarterly for two years from the acquisition date. The following table provides a roll forward of the aggregate fair values of the earn-out liability as of March 31, 2020, for which fair value is determined using Level 3 inputs: Beginning balance $ 950 Payments (828 ) Change in value 533 December 31, 2019 655 Payments (77 ) Change in value 179 March 31, 2020 $ 757 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | 5. ACCOUNTS RECEIVABLE The Company’s products may be sold under subscription contracts with control passing to the customer at the end of the lease term, which is generally 36 months. These arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer as lease revenue. A financing receivable is a contractual right to receive money, on demand or on fixed or determinable dates, that is recognized as an asset on the Company's consolidated balance sheets. The Company's financing receivables, consisting of sales-type leases, totaled $60,895 and $72,602 as of March 31, 2020 and December 31, 2019, respectively, and are included in accounts receivable and long-term receivables on the consolidated balance sheets. The Company evaluates the credit quality of an obligor at lease inception and monitors credit quality over the term of the underlying transactions. The Company performed an assessment of the allowance for doubtful accounts as of March 31, 2020 and December 31, 2019. Based upon such assessment, the Company recorded an allowance for doubtful accounts totaling $10,889 and $10,494 as of March 31, 2020 and December 31, 2019, respectively. A summary of the Company’s accounts receivables is presented as follows: March 31, 2020 December 31, 2019 Gross accounts receivable $ 93,776 $ 105,127 Unearned income (4,649 ) (5,623 ) Allowance for doubtful accounts (10,889 ) (10,494 ) $ 78,238 $ 89,010 Reported as: Current trade receivables $ 55,020 $ 58,977 Current unearned interest income (3,672 ) (3,942 ) Long-term trade receivables 27,867 35,656 Long-term unearned interest income (977 ) (1,681 ) $ 78,238 $ 89,010 Current subscription contracts are reported as part of accounts receivable. The following are the contractual commitments, net of allowance for doubtful accounts, to be received by the Company over the next 5 years: March 31, Total 2021 2022 2023 2024 2025 Current financing receivables, net of allowance of $4,352 $ 33,028 $ 33,028 $ — $ — $ — $ — Long-term financing receivables, net of allowance of $3,639 27,867 — 21,315 6,534 18 — $ 60,895 $ 33,028 $ 21,315 $ 6,534 $ 18 $ — Accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual The allowance for doubtful accounts consisted of the following activity for the three months ended March 31, 2020 and 2019, respectively: Three Months Ended March 31 2020 2019 Balance at beginning of period $ 10,494 $ 4,408 Write-offs (1,152 ) (1,064 ) Provision 1,547 561 Balance at end of period $ 10,889 $ 3,905 |
Select Balance Sheet and Statem
Select Balance Sheet and Statement of Operations Information | 3 Months Ended |
Mar. 31, 2020 | |
Select Balance Sheet And Income Statement Information [Abstract] | |
Select Balance Sheet and Statement of Operations Information | 6. SELECT BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION Inventory Inventory March 31, 2020 December 31, 2019 Raw materials $ 956 $ 877 Work-in-progress 2,362 2,067 Finished goods 15,605 15,900 Total inventory $ 18,923 $ 18,844 Additions to inventory are primarily comprised of newly produced units and applicators, refurbishment cost from demonstration units and used equipment which were reacquired during the quarter from upgraded sales. The Company expensed $3,600 ($5,255 in the three months ended March 31, 2019) in cost of goods sold during the quarter. The balance of cost of goods sold represents the sale of applicators, parts and warranties. The Company provides for excess and obsolete inventories when conditions indicate that the inventory cost is not recoverable due to physical deterioration, usage, obsolescence, reductions in estimated future demand and reductions in selling prices. Inventory provisions are measured as the difference between the cost of inventory and net realizable value to establish a lower cost basis for the inventories. As of March 31, 2020, a provision for obsolescence of $1,531 ($1,439 as of December 31, 2019) was taken against inventory. Property Property Useful Lives (in years) March 31, 2020 December 31, 2019 Lab equipment tooling and molds 4 - 10 $ 7,973 $ 7,872 Office furniture and equipment 6 - 10 1,692 1,710 Leasehold improvements up to 10 1,961 1,950 Computers and software 3 1,814 1,811 Vehicles 5 - 7 16 16 Total property and equipment 13,456 13,359 Less: Accumulated depreciation (9,067 ) (8,711 ) Total property and equipment, net $ 4,389 $ 4,648 Depreciation expense were $377 and $192 for the three months ended March 31, 2020 and 2019, respectively. Other Current Assets March 31, 2020 December 31, 2019 Government remittances (1) $ 1,435 $ 1,704 Sundry assets and miscellaneous 1,551 1,397 Total other current assets $ 2,986 $ 3,101 (1) Government remittances are receivables from the local tax authorities for refunds of sales taxes and income taxes. Accrued Expenses and Other Current Liabilities March 31, 2020 December 31, 2019 Payroll and related expense $ 2,335 $ 3,117 Accrued expenses 8,309 10,645 Commission accrual 2,445 4,215 Sales and consumption taxes 2,131 3,143 Total accrued expenses and other current liabilities $ 15,220 $ 21,120 Warranty Accrual The following table provides the details of the change in the Company’s warranty accrual: March 31, 2020 December 31, 2019 Balance as of the beginning of the year $ 1,977 $ 1,336 Warranties assumed through business combination - 273 Warranties issued during the year 115 1,038 Warranty costs incurred during the year (458 ) (670 ) Balance at the end of the year $ 1,634 $ 1,977 Current 1,084 1,254 Long-term 550 723 Total $ 1,634 $ 1,977 Finance Expenses Three Months Ended March 31 2020 2019 Interest expense $ 2,108 $ 1,555 Accretion on long-term debt 146 99 Total finance expenses $ 2,254 $ 1,654 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 7. INTANGIBLE ASSETS AND GOODWILL As described in Note 1, in November 2019, the Company completed its business combination with Venus Concept Ltd., which included the addition of goodwill of $24,847 and amortizable intangible assets, represented by the technology ($16,900) and the brand name ($1,200). Goodwill associated with the Merger was primarily attributable to the future revenue growth opportunities associated with additional share in the hair restoration market, as well as the value associated with assembled workforce. The carrying values of goodwill and indefinite-life intangible assets are subject to annual impairment assessment as of the last day of each fiscal year. Between annual assessments, impairment review may also be triggered by any significant events or changes in circumstances affecting the Company’s business. The global pandemic caused by the novel coronavirus (COVID-19) has significantly impacted the Company’s business during the first three months of 2020, including its sales, supply chain, manufacturing and accounts receivable collections. As a result, the Company considered the COVID-19 pandemic as a triggering event and conducted quantitative impairment assessment of its goodwill as of March 31, 2020. The Company has one reporting unit and it’s carrying value was compared to its estimated fair value. As at March 31, 2020, the Company estimated its fair value using a combination of income approach and market approach. The income approach is based on the present value of future cash flows, which are derived from long term financial forecasts, and requires significant assumptions including among others, a discount rate and a terminal value. The market approach is based on the observed ratios of enterprise value to revenue multiples of the Company and other comparable publicly traded companies. Based upon the results of the goodwill impairment assessment, the Company recorded an impairment charge of $27,450 as of March 31, 2020, which represented the full balance of goodwill for the reporting unit. Intangible assets net of accumulated amortization and goodwill were as follows: At March 31, 2020 Gross Amount Accumulated Amortization Net Amount Customer relationships $ 1,400 $ (172 ) $ 1,228 Brand 2,500 (342 ) 2,158 Technology 16,900 (1,174 ) 15,726 Supplier agreement 3,000 (642 ) 2,358 Total intangible assets and goodwill $ 23,800 $ (2,330 ) $ 21,470 At December 31, 2019 Gross Amount Accumulated Amortization Net Amount Goodwill $ 27,450 $ — $ 27,450 Customer relationships 1,400 (149 ) 1,251 Brand 2,500 (276 ) 2,224 Technology 16,900 (469 ) 16,431 Supplier agreement 3,000 (568 ) 2,432 Total intangible assets and goodwill $ 51,250 $ (1,462 ) $ 49,788 Estimated amortization expense for the next five fiscal years and all years thereafter are as follows: April 1, 2020 to December 31, 2020 $ 2,605 2021 3,473 2022 3,473 2023 3,473 2024 3,473 Thereafter 4,973 Total $ 21,470 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Operating Leases The Company and its subsidiaries have various operating lease agreements, which expire on various dates. The Company recognizes rent expense on a straight-line basis over the non-cancellable lease period and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. When leases contain escalation clauses, rent abatements and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them in the determination of straight-line rent expense over the lease period. Aggregate future minimum lease payments and purchase commitments with manufacturers as of March 31, 2020 are as follows: Office Lease Purchase Commitments Total April 1, 2020 to December 31, 2020 $ 1,637 $ 7,607 $ 9,244 2021 1,881 — 1,881 2022 953 — 953 2023 515 — 515 Thereafter 1,410 — 1,410 Total $ 6,396 $ 7,607 $ 14,003 The total rent expense for all operating leases for the three months ended March 31, 2020 and 2019 was $570 and $390, respectively. Commitments As of March 31, 2020, the Company has non-cancellable purchase orders placed with its contract manufacturers in the amount of $7,607. In addition, as of March 31, 2020, the Company had $3,476 of open purchase orders that can be cancelled with 90 days’ notice, except for a portion equal to 15% of the total amount representing the purchase of “long lead items”. Legal Proceedings Purported Shareholder Class Actions Between May 23, 2018 and June 11, 2019, four putative shareholder class actions complaints were filed against Restoration Robotics, Inc., certain of its former officers and directors, certain of its venture capital investors, and the underwriters of the IPO. Two of these complaints, Wong v. Restoration Robotics, Inc., et al., No. 18CIV02609, and Li v. Restoration Robotics, Inc., et al., No. 19CIV08173 (together, the “State Actions”), were filed in the Superior Court of the State of California, County of San Mateo, and assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, or the Securities Act. The other two complaints, Guerrini v. Restoration Robotics, Inc., et al., No. 5:18-cv-03712-EJD and Yzeiraj v. Restoration Robotics, Inc., et al., No. 5:18-cv-03883-BLF (together, the “Federal Actions”), were filed in the United States District Court for the Northern District of California, and assert claims under Sections 11 and 15 of the Securities Act. The complaints all allege, among other things, that the Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaints seek unspecified monetary damages, other equitable relief and attorneys’ fees and costs. In the State Actions Restoration Robotics, Inc., along with the other defendants, successfully demurred to the initial Wong complaint for failure to state a claim, and secured a stay of both cases based on the forum selection clause contained in its Amended and Restated Certificate of Incorporation, which designates the federal district courts as the exclusive forums for claims arising under the Securities Act. However, on December 19, 2018, the Delaware Court of Chancery in Sciabacucchi v. Salzberg held that exclusive federal forum provisions are invalid under Delaware law. Based on this ruling, the San Mateo Superior Court lifted its stay of State Actions on December 10, 2019. On January 17, 2020, Plaintiffs in the State Actions filed a consolidated amended complaint for violations of federal securities laws, alleging again that, among other things, the Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material fact, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaint seeks unspecified monetary damages, other equitable relief and attorneys’ fees and costs. On February 24, 2020, the Company demurred to the consolidated amended complaint for failure to state a claim. On March 18, 2020, the Delaware Supreme Court reversed the Chancery Court’s decision in Sciabacucchi v. Salzberg and held that exclusive federal forum provisions are valid under Delaware law. On March 30, 2020, the Company filed a renewed motion to dismiss based on its federal forum selection clause. Hearings on the Company’s demurrer and renewed motion to dismiss, originally scheduled for May 8, 2020, have been postponed to a later date, yet to be determined, due to COVID-19. In the Federal Actions, which have been consolidated under the caption in re Restoration Robotics, Inc. Securities Litigation, Case No. 5:18-cv-03712-EJD, Lead Plaintiff Eduardo Guerrini filed his consolidated amended complaint for violations of federal securities laws on November 30, 2018. The consolidated amended complaint alleges again that, among other things, Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with the IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. On January 29, 2019, Restoration Robotics, Inc., along with certain of its former officers and directors, filed a motion to dismiss the consolidated amended complaint for failure to state a claim. On October 18, 2019, the District Court granted Restoration Robotics, Inc. motion to dismiss as to all but two allegedly false or misleading statements contained in the Company’s Prospectus. On December 9, 2019, the Company filed its answer to the consolidated amended complaint denying the falsity of these statements, and discovery is underway. In addition to the State and Federal Actions, on July 11, 2019, a verified shareholder derivative complaint was filed in the United States District Court for the Northern District of California, captioned Mason v. Rhodes, No. 5:19-cv-03997-NC. The complaint alleges that certain of Restoration Robotics’ former officers and directors breached their fiduciary duties, have been unjustly enriched and violated Section 14(a) of the Securities Exchange Act of 1934, or the Exchange Act, in connection with the IPO and Restoration Robotics’ 2018 proxy statement. The complaint seeks unspecified damages, declaratory relief, other equitable relief and attorneys’ fees and costs. On August 21, 2019, the District Court granted the parties’ joint stipulation to stay the Mason action during the pendency of the Federal Actions, and the case remains stayed. In addition to the actions described above relating to the IPO, two lawsuits purporting to challenge disclosures made in connection with our merger have also been filed. The first, captioned Bushansky v. Restoration Robotics, Inc., et al., No. 5:19-cv-06004-MMC, alleged, among other things, that defendants violated Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9. The complaint alleged that the proxy statement, filed with the SEC by Restoration Robotics, Inc. on September 10, 2019 in connection with the Merger, omitted or misrepresented material information. The complaint sought, among other things, injunctive relief, unspecified damages, and attorneys’ fees and costs. On November 6, 2019, the plaintiff voluntarily dismissed the Bushansky action with prejudice as to his individual claims and without prejudice as to the claims of the putative class. The second, a putative shareholder class action complaint captioned Pak v. Restoration Robotics, Inc., et al., No. 1:19-cv-02237, was filed in the United States District Court for the District of Delaware on December 6, 2019. The complaint alleges, among other things, that defendants violated Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9. The complaint alleges that the proxy statement, filed with the SEC by Restoration Robotics, Inc. on September 10, 2019 in connection with the Merger, contained false or misleading information. The complaint seeks, among other things, compensatory and/or rescissory damages, and attorneys’ fees and costs. On February 26, 2020, the District Court appointed Joon Pak as Lead Plaintiff in the Pak action, and approved his selection of Lead Counsel. The Company believes that these lawsuits are without merit and management intends to vigorously defend against these claims. The Company’s motion to dismiss the Pak complaint is due on May 26, 2020. Venus Concept China Matter The Company’s Chinese subsidiary, Venus Concept China, imports and sells registered medical devices and unregistered non-medical devices in the People’s Republic of China (“PRC”). One of its unregistered products has been the subject of inquiries from two district level branches of the SAMR, Xuhui MSA and Huangpu MSA, as to whether the product was properly sold as a non-medical device. In January 2019, Venus Concept China applied to register a version of this non-medical device as a medical device with the National Medical Products Administration of PRC, or NMPA. On June 12, 2019, Venus Concept China was informed that Xuhui MSA had opened an administrative investigation case related to whether the device is an unregistered medical device, as a result of a complaint that Xuhui MSA received from a former distributor of Venus Concept China. Huangpu MSA notified Venus Concept China that it would be suspending its separate investigation against Venus Concept China, pending the results of the Xuhui MSA investigation. The Company and Venus Concept China have voluntarily stopped sales in China of this product. On December 11, 2019, Xuhui MSA informed Venus Concept China that a determination had been made by the Shanghai Medical Products Administration that Versa’s IPL function should be administered as a Class II medical device. Xuhui MSA also suggested that Venus Concept China consider a voluntary recall of all Versa units sold in China. In late January 2020, Venus Concept China received a copy of the Shanghai Medical Products Administration’s determination that because of the intended uses for Versa’s IPL function comprise medical treatment functions such as “treatment of benign pigmented epidermis and skin lesions,” Versa’s IPL function should be administered as a Class II medical device. Although the revenue generated from the product that is the subject of the investigation did not represent a material amount of the Company’s total revenues for the years ended December 31, 2018 and 2019, monetary penalties nonetheless could be material. In April 2020, Venus Concept China received a determination from NMPA on its application for registering Versa’s IPL function as a medical device. NMPA has approved the registration of one applicator HR 650 for hair removal as a Class II medical device out of the four IPL applicators for which Venus Concept China had originally applied. The date of registration is April 15, 2020. Venus Concept China also submitted an explanation letter and a draft Corrective & Preventive Action Report plan to Xuhui MSA during a meeting with the local authority on April 23, 2020. However, on April 29, 2020, Xuhui MSA informed Venus Concept China that its administrative investigation case has been transferred to Xuhui Branch of Shanghai Municipal Public Security Bureau (“Xuhui PSB”) for further handling. On May 6, 2020, the economic crime investigation department of Xuhui PSB confirmed to Venus Concept China’s local PRC counsel that they will review and decide whether or not to file formally a criminal investigation case against Venus Concept China and any relevant individuals allegedly responsible for any alleged criminal offense(s). Should such criminal investigation case be formally filed, then Xuhui PSA will conduct a formal investigation and at the end of which, determine whether or not the case should then be submitted to the relevant Procuratorate office (equivalent of the local prosecutors’ office) for criminal prosecution proceedings against Venus Concept China and any accused individuals. Based on facts and information currently available to the Company, it is currently uncertain as to whether or not the Xuhui PSB will actually file a formal criminal investigation case against Venus Concept China and if so, whether or not it will transfer the case for criminal prosecution at the end of such investigation, or whether or not any criminal offense(s) will be established against Venus Concept China and any relevant individuals in any subsequent criminal prosecution proceedings. The Company and Venus Concept China are cooperating with the relevant authorities in these matters; however, the Company cannot predict the outcome of these matters. Further, the Company may from time to time continue to be involved in various legal proceedings of a character normally incident to the ordinary course of its business, which does not deem to be material to the Company’s business and results of operations. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Madryn Credit Agreement On October 11, 2016, Venus Concept Ltd. entered into a credit agreement as a guarantor with Madryn Health Partners, LP, as administrative agent, and certain of its affiliates as lenders (collectively, “Madryn”), as amended (the “Madryn Credit Agreement”), pursuant to which Madryn agreed to make certain loans to certain of Venus Concept Ltd.’s subsidiaries (the “Subsidiary Obligors”). The Madryn Credit Agreement is comprised of four tranches of debt aggregating $70,000. As at March 31, 2020, and as at December 31, 2019, the Subsidiary Obligors had borrowed $60,000 under the term A-1 and A-2 and B tranches of the Madryn Credit Agreement. Term C borrowings of $10,000 were undrawn and are no longer available. Borrowings under the Madryn Credit Agreement are secured by substantially all of the Company’s assets and the assets of the Subsidiary Obligors. On the 24th payment date, which is September 30, 2022, the aggregate outstanding principal amount of the loans, together with any accrued and unpaid interest thereon and all other amounts due and owing under the loan agreement will become due and payable in full. Effective August 14, 2018, interest on the Madryn loan is 9%, payable quarterly. Previously, interest was payable quarterly, at the Company’s option, as follows: cash interest 9% during the interest only period, which was 3 years or 12 principal payments after closing, plus an additional 4% rate, paid in kind (“PIK”). The Company has the option of settling the PIK interest in cash or adding the owed interest to the principal amount of the loan. The loans are collateralized by substantially all the assets of Venus Concept Ltd. and certain of its subsidiaries. In addition, the Madryn Credit Agreement contains certain covenants that require the Company together with its subsidiaries to achieve certain minimum revenue and liquidity thresholds. The minimum revenue and liquidity covenants require that the Company and its subsidiaries, on a consolidated basis, achieve (i) minimum reported revenue targets for any four consecutive fiscal quarter period of an amount equal to the greater of (A) $100.0 million and (B) one hundred and fifty percent (150%) of the aggregate outstanding amount of the loans as of the last day of such four consecutive fiscal quarter period, (ii) minimum levels of cash held in deposit accounts controlled by Madryn to be no less than $2.0 million and (iii) minimum levels of cash held in all deposit accounts, plus availability under the CNB Credit Facility (as defined below), to be no less than $5.0 million. The Madryn Credit Agreement also contains various covenants that limit the Company’s ability and the ability of its subsidiaries to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without Madryn’s consent, to, among other things: • sell, lease, transfer, exclusively license or dispose of the Company’s assets; • create, incur, assume or permit to exist additional indebtedness or liens, which may limit the Company’s ability to raise additional capital; • make restricted payments, including paying dividends on, repurchasing or making distributions with respect to the Company’s capital stock; • pay any cash dividend or make any other cash distribution or payment in respect of the Company’s capital stock; • make specified investments (including loans and advances); • make changes to certain key personnel including the Company’s President and Chief Executive Officer; • merge, consolidate or liquidate; and • enter into certain transactions with affiliates. As of March 31, 2020 and as of December 31, 2019 the Company was in compliance with all required covenants. Pursuant to the Madryn Credit Agreement, if all or any portion of the loans are prepaid, then a prepayment premium must be paid equal to: (i) 8.00% of the loans prepaid if prepaid on or prior to August 31, 2019, (ii) 6.50% if prepaid after August 31, 2019 but on or prior to August 31, 2020, (iii) 5.00% if prepaid after August 31, 2020 but on or prior to February 28, 2021, (iv) 4.00% if prepaid after February 28, 2021 but on or prior to August 31, 2021, (v) 3.00% if prepaid after August 31, 2021 but on or prior to February 28, 2022, and (vi) 2.00% if prepaid after February 28, 2022. In connection with the Merger, the Company entered into an amendment to the Madryn Credit Agreement, dated as of November 7, 2019, (the “Amendment”), pursuant to which the Company joined as (i) a guarantor to the Madryn Credit Agreement and (ii) a grantor to the certain security agreement, dated October 11, 2016, (as amended, restated, supplemented or otherwise modified from time to time), by and among the grantors from time to time party thereto and the administrative agent (the “U.S. Security Agreement”). As a guarantor under the Madryn Credit Agreement, the Company is jointly and severally liable for the obligations (as defined in the Madryn Credit Agreement) thereunder and to secure its obligations, the Company has granted the administrative agent a lien on all of its assets pursuant to the terms of the U.S. Security Agreement. In the event of default under the Madryn Credit Agreement, Madryn may accelerate the obligations and foreclose on the collateral granted by the Company and Venus Concept Ltd. under the U.S. Security Agreement to satisfy the obligations. The scheduled principal payments on the outstanding borrowings as of March 31, 2020 are as follows: As of March 31, 2020 2020 $ - 2021 - 2022 64,602 Total 64,602 Less: debt discounts and issuance costs (1,341 ) Less: current portion - Non-current portion $ 63,261 |
Credit Facility
Credit Facility | 3 Months Ended |
Mar. 31, 2020 | |
Line Of Credit Facility [Abstract] | |
Credit Facility | 10. The Company has an agreement with City National Bank of Florida (“CNB”) pursuant to which CNB agreed to provide a revolving credit facility to certain of the Company’s subsidiaries in the maximum principal amount of $10,000 ($10,000 in 2019, starting from April 2019), to be used to finance working capital requirements (the “Credit Facility”). As of March 31, 2020, the Company had $8,212 outstanding ($7,789 as of December 31, 2019) under the Credit Facility, which bears interest at LIBOR rate plus 3.25%, which amounted to a weighted average of 4.64% (5.90% for the three months ended March 31, 2019). On March 20, 2020, the Company entered into a Second Amended and Restated Loan Agreement as a borrower with CNB, as amended, pursuant to which CNB agreed to make certain loans and other financial accommodations to the Company, and certain of its subsidiaries. In connection with the CNB Credit Facility, the Company also entered into (i) a Second Amended and Restated Guaranty of Payment and Performance with CNB dated as of March 20, 2020, (the “CNB Guaranty”), pursuant to which the Company agreed to guaranty the obligations under the CNB Credit Facility and (ii) a Security Agreement with CNB dated as of March 20, 2020, (the “CNB Security Agreement”), pursuant to which the Company agreed to grant CNB a security interest, in substantially all of its assets, to secure the obligations under the CNB Credit Facility. Borrowings under the CNB Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries and the CNB Guaranty. The CNB Credit Facility requires the Company to maintain either a minimum cash balance in deposit accounts or a maximum total liability to tangible net worth ratio and a minimum debt service coverage ratio. As of March 31, 2020 and December 31, 2019, the Company was in compliance with all required covenants. An event of default under this agreement would cause a default under the Madryn Credit Agreement (see Note 9). |
Common Stock Reserved For Issua
Common Stock Reserved For Issuance | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to affect the conversion of all outstanding shares of convertible preferred stock, plus options granted and available for grant under the incentive plans. March 31, 2020 December 31, 2019 Outstanding common stock warrants 10,665,067 3,990,067 Outstanding stock options 4,783,483 3,278,439 Common stock to be issued upon conversion of the Series A Preferred Stock 6,600,000 — Shares reserved for future option grants 358,488 742,828 Total common stock reserved for issuance 22,407,038 8,011,334 |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders Equity | 12. STOCKHOLDERS EQUITY Common Stock The Company’s common stock confer upon their holders the following rights: • • • Series A preferred stock As noted in Note 1 above, in March 2020, the Company issued and sold to certain of the Investors an aggregate 660,000 shares of Series A Preferred Stock. The terms of the Series A Preferred Stock are governed by a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on March 18, 2020. The following is a summary of the material terms of the Series A Preferred Stock: • Voting Rights. The Series A Preferred Stock has no voting rights except as required by law and except that the consent of the holders of a majority of outstanding shares of Series A Preferred Stock will be required to amend the terms of the Series A Preferred Stock or take certain other actions with respect to the Series A Preferred Stock. • Liquidation. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. • Conversion . The Series A Preferred Stock is automatically convertible into shares of common stock, based on an initial conversion ratio of 1 , as adjusted in accordance with the Certificate of Designation, upon receipt of the approval of the Company’s stockholders. The Company is not permitted to issue any shares of common stock upon conversion of the Series A Preferred Stock to the extent that the issuance of such shares of common stock would exceed 19.99 of the Company’s outstanding shares of common stock as of the date of the initial issuance of the Series A Preferred Stock, unless the Company obtains shareholder approval to issue more than such 19.99 (the “Conversion Cap”). The Conversion Cap will be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. • Dividends. No • Redemption . The Series A Preferred Stock is not redeemable at the election of the Company or at the election of the holder. • Maturity. The Series A Preferred Stock shall be perpetual unless converted. Upon issuance, each share of Series A Preferred Stock included an embedded beneficial conversion feature because the market price of the Company’s common stock on the date of issuance of the Series A Preferred Stock of $2.47 per share as compared to an effective conversion price of the Series A Preferred Stock of $1.93 per share. As a result, the Company recorded the intrinsic value of the beneficial conversion feature of $3,564. Because the Series A Preferred Stock is perpetual, it will be carried at the amount recorded at inception. The Company evaluated the Series A Preferred Stock for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the Series A Preferred Stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the Series A Preferred Stock is not mandatorily redeemable and does not embody an obligation to buy back the shares outside of the Company’s control in a manner that could require the transfer of assets. Additionally, the Company determined that the Series A Preferred Stock would be recorded as permanent equity, not temporary equity, based on the guidance of ASC 480 given that the holders of equally and more subordinated equity would be entitled to also receive the same form of consideration upon the occurrence of the event that gives rise to the redemption or events of redemption that are within the control of the Company. Since Series A Preferred Stock was sold as a unit with warrants, the proceeds received were allocated to each instrument on a relative fair value basis as it is described below . 2020 Private Placement Warrants As noted in Note 1 above, in March 2020, the Company issued and sold to the Investors warrants to purchase up to 6,675,000 shares of common stock with an exercise price of $3.50 per share, along with the shares of common stock and preferred stock the Investors purchased. The 2020 Private Placement Warrants have a five-year term and are exercisable beginning 181 days after their issue date. The Company evaluated the 2020 Private Placement Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the warrants only require settlement through the issuance of the Company’s common stock which is not redeemable, and do not represent an obligation to issue a variable number of shares. Based on this guidance, the Company determined, for each issuance, that the 2020 Private Placement Warrants did not need to be accounted for as a liability. Accordingly, the 2020 Private Placement Warrants were classified as equity and are not subject to remeasurement at each balance sheet date. The proceeds received in the 2020 Private Placement were allocated to each instrument on a relative fair value basis. Total net proceeds of $20,300 reduced by $3,564 of the beneficial conversion feature were allocated as follows: $8,063 to Series A Preferred Stock, $4,052 to shares of common stock and $4,621 to the 2020 Private Placement Warrants issued. Series A Preferred Stock and common stock issued in the 2020 Private Placement were recorded at par value of $0.0001 with the excess of par value recorded in APIC. 2010 Plan In November 2010, the Company’s Board of Directors (the “Board”) adopted a share option plan (the “2010 Share Option Plan”) pursuant to which some of the Company’s common stock are reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The 2010 Share Option Plan is administered by the Company’s Board, which designates the options and dates of grant. Options granted vest over a period determined by the Board, originally had a contractual life of seven years, which was extended by ten years in November 2017 and are non-assignable except by the laws of descent. The Board has the authority to prescribe, amend and rescind rules and regulations relating to the 2010 Share Option Plan, provided that any such amendment or rescindment that would adversely affect the rights of an Optionee that has received or been granted an Option shall not be made without the Optionee’s written consent. As of March 31, 2020, the number of shares of the Company’s common stock reserved for issuance and available for grant under the 2010 Share Option Plan was 44,450 (44,450 as at December 31, 2019). 2019 Plan The 2019 Incentive Award Plan was originally established under the name Restoration Robotics, Inc., as the 2017 Incentive Award Plan. It was adopted by the Company’s Board of Directors on September 12, 2017 and approved by the Company’s stockholders on September 14, 2017. The 2017 Incentive Award Plan was amended, restated, and renamed as set forth above, and was approved by the Company’s stockholders on October 4, 2019. Under the 2019 Plan, 450,000 shares of common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, performance stock awards, performance stock unit awards, restricted stock awards, restricted stock unit awards and other stock-based awards, plus the number of shares remaining available for future awards under the 2019 Plan as of the date of the Merger. As of March 31, 2020, there were 314,038 of shares of common stock available under the 2019 Plan (698,378 as at December 31, 2019). The Company recognized stock-based compensation for its employees and non-employees in the accompanying condensed consolidated statements of operations as follows: Three Months Ended March 31 2020 2019 Cost of sales $ 6 $ — Selling and marketing 192 123 General and administrative 299 237 Research and development 20 15 Total stock-based compensation $ 517 $ 375 Stock Options The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing formula with the following assumptions : Three Months Ended March 31 2020 2019 Expected term (in years) 5.00-6.54 4.00-5.00 Risk-free interest rate 0.57-1.50% 1.4-2.53% Expected volatility 43.00% 49.00% Expected dividend rate 0% 0% Expected Term —The expected term represents management’s best estimate for the options to be exercised by option holders. Volatility —Since the Company does not have a trading history for its common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry that are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock-based awards’ expected term. Dividend Rate —The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock in the foreseeable future Fair Value of Common Stock — Prior to the Merger, Venus Concept Ltd. used the price per share in its latest sale of securities as an estimate of the fair value of its ordinary shares. After the closing of the Merger, the fair value of the Company’s common stock is used to estimate the fair value of the stock-based awards at grant date. The following table summarizes stock option activity under the Company’s stock option plans: Number of Shares Weighted- Average Exercise Price per Share, $ Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding – January 1, 2020 3,278,439 5.29 5.08 $ 4,885 Options granted 1,615,000 4.36 Options exercised — — Options forfeited/cancelled (109,956 ) 25.77 Outstanding – March 31, 2020 4,783,483 4.50 6.54 $ 2,750 Exercisable – March 31, 2020 2,730,791 3.98 4.20 $ 2,750 Expected to vest – after March 31, 2020 2,052,692 5.21 9.64 $ - The following tables summarize information about share options outstanding and exercisable at March 31, 2020: Options Outstanding Options Exercisable Exercise Price Range Number Weighted average remaining contractual term (years) Weighted average Exercise Price Options exercisable Weighted average remaining contractual term (years) Weighted average Exercise Price $0.15 - $3.64 3,205,312 5.89 $ 2.74 1,890,312 3.03 $ 2.12 $5.25 - $12.00 1,493,525 7.99 6.90 780,687 7.05 6.28 $12.45 - $26.10 37,576 8.46 18.45 14,246 8.20 19.19 $26.70 - $33.00 31,912 2.21 27.30 31,796 2.19 27.30 $36.00 - $94.65 15,158 4.46 58.80 13,750 4.08 59.15 4,783,483 6.54 $ 4.50 2,730,791 4.20 $ 3.98 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The total intrinsic value of options exercised were $nil and $31 for the three months ended March 31, 2020 and 2019, respectively. The weighted-average grant date fair value of options granted was $7.515 and $5.52 per share for the three months ended March 31, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company generated a loss and incurred $589 of tax expense for the three months ended March 31, 2020. A reconciliation of income tax expense is as follows: Three Months Ended March 31 2020 2019 Loss before income taxes $ (50,114 ) $ (4,219 ) Theoretical tax benefit at the statutory rate (24.1% in 2020, 24.7% in 2019) (12,077 ) (1,043 ) Differences in jurisdictional tax rates (172 ) (233 ) (Recognition) Use of losses (101 ) 564 Valuation allowance 5,362 1,066 Non-deductible expenses 7,577 532 Total income tax expense 589 886 Net loss $ (50,703 ) $ (5,105 ) Income tax expense is recognized based on the actual income or loss incurred during the three months ended March 31, 2020. Due to the uncertainties as a result of COVID-19, management was unable to determine an annualized effective tax rate and calculate the income tax expense in accordance with such method. The effective tax rate differs from the statutory tax rate due to the recognition of previously unrecognized carried forward tax losses. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 14. SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has determined it operates in a single operating segment and has one reportable segment, as the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geography and type for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company does not assess the performance of individual product line on measures of profit or loss, or asset-based metrics. Therefore, the information below is presented only for revenues by geography and type. Revenue by geographic location, which is based on the product shipped to location, is summarized as follows: Three Months Ended March 31 2020 2019 United States $ 5,640 $ 9,539 International 8,868 15,041 Total revenue $ 14,508 $ 24,580 As of March 31, 2020, long-lived assets in the amount of $22,923 were located in the United States and $2,935 were located in foreign locations. Revenue by type is a key indicator for providing management with an understanding of the Company’s financial performance, which is organized into four different categories: 1. Lease revenue - includes all system sales with typical lease terms of 36 months. 2. System revenue – includes all systems sales with payment terms within 12 months. 3. Product revenue – includes skincare, hair and other consumables payable upon receipt. 4. Service revenue - includes NeoGraft® technician services, ad agency services and extended warranty sales. The following table presents revenue by type: Three Months Ended March 31 2020 2019 Lease revenue $ 6,813 $ 15,742 System revenue 3,498 6,315 Product revenue 1,510 1,328 Service revenue 2,687 1,195 Total revenue $ 14,508 $ 24,580 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. RELATED PARTY TRANSACTIONS All amounts were recorded at the exchange amount, which is the amount established and agreed to by the related parties. The following are transactions between the Company and its related parties: Non-Interest Demand Loan to PT Neoasia Medical On July 1, 2016, a senior manager of the Company transferred 100.0% of his shares in Inphronics Limited to the Company, making it a wholly-owned subsidiary. At such time, an unsecured non-interest-bearing working capital loan to PT Neoasia Medical, a subsidiary of Inphronics Limited, that was previously provided by the senior manager of the Company was outstanding. As of March 31, 2020 and December 31, 2019, the outstanding amount of the loan was Indonesian rupiah (“IDR”) 6.9 billion, which is equivalent to $457 and $498, respectively. This loan is reported as part of accrued expenses and other current liabilities. Distribution agreements On January 1, 2018, the Company entered into a new Distribution Agreement with Technicalbiomed Co., Ltd. (“TBC”), pursuant to which TBC will continue to distribute the Company’s products in Thailand. A senior manager of the Company is a 30.0% shareholder of TBC. For the three months ended March 31, 2020 and 2019, TBC purchased products in the amount of $49 and $100, respectively, under this distribution agreement. These sales are included in products and services revenue. Intellectual Property Transfer Agreement In August 2013, the Company entered into a license agreement for the rights to an invention for fractional radio frequency treatment of the skin with the developers of the technology. Pursuant to the license agreement, the developers, amongst which one is a senior executive of the Company, granted to the Company an exclusive worldwide, perpetual, irrevocable license to develop and commercialize their inventions and any product into which it is integrated. As consideration for such license, the Company agreed to pay the developers 7.0% of the gross income received by the Company from sales of the Venus Viva system and the related consumables and $1.50 per Venus Versa system, up to an aggregate amount of $3,000. No royalties were paid in the three months ended March 31, 2020 and 2019, respectively. The Company reported the amounts under research and development expenses in the condensed consolidated financial statements. No amounts were outstanding as at March 31, 2020 and December 31, 2019. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS Paycheck Protection Program The Company and one of its subsidiaries, Venus Concept USA Inc. (“Venus USA”), received funding in the total amount of $4,048 in connection with two “Small Business Loans” under the federal Paycheck Protection Program provided in Section 7(a) of the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act, as amended from time to time (the “PPP”). The Company entered the U.S. Small Business Administration Note dated as of April 21, 2020 in favor of CNB pursuant to which the Company borrowed $1,665 original principal amount, which was funded on April 29, 2020 (the “Venus Concept PPP Loan”). The Venus Concept PPP Loan bears interest at 1% per annum and matures in two years from the date of disbursement of funds under the loan. Interest and principal payments under the Venus Concept PPP Loan will be deferred for a period of six months. The Venus Concept PPP Loan contain certain covenants which, among other things, restrict the Company’s use of the proceeds of the PPP Loan to the payment of payroll costs, interest on mortgage obligations, rent obligations and utility expenses, require compliance with all other loans or other agreements with any creditor of the Company, to the extent that a default under any loan or other agreement would materially affect the Company’s ability to repay its PPP Loan and limit the Company’s ability to make certain changes to its ownership structure. Venus USA entered into a U.S. Small Business Administration Note dated as of April 15, 2020 in favor of CNB. Venus USA borrowed $2,383 original principal amount, which was funded on April 20, 2020 (the “Venus USA PPP Loan” and together with the Venus Concept PPP Loan, individually each a “PPP Loan” and collectively, the “PPP Loans”). The terms of the Venus USA PPP Loan are substantially similar to the terms of the Venus Concept PPP Loan. Under certain circumstances, all or a portion of the PPP Loans may be forgiven, however, there can be no assurance that any portion of the PPP Loans will be forgiven and that the Company would not be required to repay the PPP Loans in full. Under the Madryn Credit Agreement each PPP Loan is permitted to be incurred by the Company and Venus Concept USA as long as certain conditions remain satisfied, including that all PPP Loans must be forgiven other than any amount which can fit under existing permitted debt baskets in the Madryn Credit Agreement. If the Company and/or Venus Concept USA defaults on the respective PPP Loan or if any of the conditions to the incurrence thereof under the Madryn Credit Agreement are not satisfied (i) events of default will occur under the Madryn Credit Agreement and the CNB Credit Facility and (ii) the Company and Venus Concept USA may be required to immediately repay their respective PPP Loan. Also, the U.S. Small Business Administration (the “SBA”) has decided, in consultation with the Department of the Treasury, that it will review all loans in excess of $2,000 following the lender’s submission of the borrower’s loan forgiveness application. To the extent that the SBA’s audit determines that Venus Concept USA was not entitled to the loan under the PPP, the loan may not be forgiven, an event of default would occur under the Madryn Credit Agreement and Venus Concept USA could be subject to civil and criminal penalties. Twelfth Amendment to the Madryn Credit Agreement On April 29, 2020, the Company entered into an amendment to the Madryn Credit Agreement that (i) require that interest payments for the period beginning January 1, 2020 and ending on, and including, April 29, 2020 (the “PIK Period”), be paid-in-kind, (ii) increase the interest rate from 9.00% per annum to 12.00% per annum during the PIK Period and (iii) require the Company to provide certain additional financial and other reporting information to the lenders. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Venus Concept Inc. have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. When used in this report, the term "the Company" means Venus Concept Inc. and its subsidiaries. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. The preparation of these unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 intangible and long-lived assets Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. Accounting policies The accounting policies the Company follows are set forth in the Company’s audited consolidated financial statements for fiscal year 2019. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. |
Restatement of Comparative Amounts | Restatement of Comparative Amounts Venus Concept Ltd. previously classified the issuance of common stock and preferred stock as a credit to common stock. In accordance with U.S. GAAP, amounts issued in excess of par value are required to be accounted for in additional paid in capital (APIC). The error is a reclassification from common stock into APIC and has an overall immaterial impact on the consolidated statement of stockholders’ equity and consolidated balance sheet. Items previously reported have been reclassified to conform to U.S. GAAP and the reclassification did not have any impact on the Company’s consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of cash flows and net loss per share calculations. The following table summarizes the impact of the restatement adjustments on Venus Concept Ltd.’s previously reported condensed consolidated financial statements: As previously reported Adjustment As restated $ $ $ Consolidated balance sheet and consolidated statement of stockholders' equity January 1, 2019 Common Stock 57,101 (57,096 ) 5 Additional paid in capital 10,399 57,096 67,495 March 31, 2019 Common Stock 57,101 (57,096 ) 5 Additional paid in capital 10,774 57,096 67,870 |
Jobs Act Accounting Election | JOBS Act Accounting Election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Risks and Uncertainties | Risks and Uncertainties The Company has considered the impact of the novel coronavirus (COVID-19) on its condensed consolidated financial statements. COVID-19 has had a significant negative impact on the Company’s condensed consolidated financial statements as of March 31, 2020 and for the three months then ended, and management expects it to have a future negative impact to the extent of which is uncertain and largely subject to whether the severity worsens, or duration lengthens. These impacts could include but may not be limited to risks and uncertainty related to . may subject the Company to future risk of material intangible and long-lived assets impairments, increased reserves for uncollectible accounts, and adjustments for inventory and market volatility for items subject to fair value measurements. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance will no longer be available to apply after December 31, 2022. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance. In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the Securities and Exchange Commission staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of applying this guidance on its financial instruments, such as accounts receivable. In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company is currently evaluating the impact of applying this guidance and believes that it has transactions that may fall under the scope. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Restatement Adjustments on Previously Reported Condensed Consolidated Financial Statements | The following table summarizes the impact of the restatement adjustments on Venus Concept Ltd.’s previously reported condensed consolidated financial statements: As previously reported Adjustment As restated $ $ $ Consolidated balance sheet and consolidated statement of stockholders' equity January 1, 2019 Common Stock 57,101 (57,096 ) 5 Additional paid in capital 10,399 57,096 67,495 March 31, 2019 Common Stock 57,101 (57,096 ) 5 Additional paid in capital 10,774 57,096 67,870 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss and Weighted Average Number of Shares Used in Computing Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31 2020 2019 Numerator: Net loss $ (50,703 ) $ (5,105 ) Net loss allocated to stockholders of the Company $ (50,190 ) $ (5,273 ) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted 29,812 4,776 Net loss per share: Basic and diluted $ (1.68 ) $ (1.10 ) |
Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders | Due to the net loss, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2020 and 2019, respectively, because including them would have been antidilutive : March 31, 2020 March 31, 2019 Options to purchase common stock 2,730,791 3,269,926 Preferred stock 660,000 9,216,413 Warrants for common stock 10,665,067 179,932 Total potential dilutive shares 14,055,858 12,666,271 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Level 2 and Level 3 Financial Assets and Liabilities | The following tables set forth the fair value of the Company’s Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy: Fair Value Measurements as of March 31, 2020 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Restricted cash $ — $ 83 $ — $ 83 Total assets $ — $ 83 $ — $ 83 Liabilities Contingent earn-out consideration — — 757 757 Total liabilities $ — $ — $ 757 $ 757 Fair Value Measurements as of December 31, 2019 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Guaranteed Investment Certificates ("GIC") $ — $ 63 $ — $ 63 Restricted cash — 83 — 83 Total assets $ — $ 146 $ — $ 146 Liabilities Contingent earn-out consideration — — 655 655 Total liabilities $ — $ — $ 655 $ 655 |
Schedule Aggregate Fair Values of Earn-out Liability | The following table provides a roll forward of the aggregate fair values of the earn-out liability as of March 31, 2020, for which fair value is determined using Level 3 inputs: Beginning balance $ 950 Payments (828 ) Change in value 533 December 31, 2019 655 Payments (77 ) Change in value 179 March 31, 2020 $ 757 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Summary of Accounts Receivables | A summary of the Company’s accounts receivables is presented as follows: March 31, 2020 December 31, 2019 Gross accounts receivable $ 93,776 $ 105,127 Unearned income (4,649 ) (5,623 ) Allowance for doubtful accounts (10,889 ) (10,494 ) $ 78,238 $ 89,010 Reported as: Current trade receivables $ 55,020 $ 58,977 Current unearned interest income (3,672 ) (3,942 ) Long-term trade receivables 27,867 35,656 Long-term unearned interest income (977 ) (1,681 ) $ 78,238 $ 89,010 |
Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts | . The following are the contractual commitments, net of allowance for doubtful accounts, to be received by the Company over the next 5 years: March 31, Total 2021 2022 2023 2024 2025 Current financing receivables, net of allowance of $4,352 $ 33,028 $ 33,028 $ — $ — $ — $ — Long-term financing receivables, net of allowance of $3,639 27,867 — 21,315 6,534 18 — $ 60,895 $ 33,028 $ 21,315 $ 6,534 $ 18 $ — |
Summary of Allowance for Doubtful Accounts | The allowance for doubtful accounts consisted of the following activity for the three months ended March 31, 2020 and 2019, respectively: Three Months Ended March 31 2020 2019 Balance at beginning of period $ 10,494 $ 4,408 Write-offs (1,152 ) (1,064 ) Provision 1,547 561 Balance at end of period $ 10,889 $ 3,905 |
Select Balance Sheet and Stat_2
Select Balance Sheet and Statement of Operations Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Select Balance Sheet And Income Statement Information [Abstract] | |
Schedule of Inventory | Inventory March 31, 2020 December 31, 2019 Raw materials $ 956 $ 877 Work-in-progress 2,362 2,067 Finished goods 15,605 15,900 Total inventory $ 18,923 $ 18,844 |
Schedule of Property and Equipment, Net | Property Useful Lives (in years) March 31, 2020 December 31, 2019 Lab equipment tooling and molds 4 - 10 $ 7,973 $ 7,872 Office furniture and equipment 6 - 10 1,692 1,710 Leasehold improvements up to 10 1,961 1,950 Computers and software 3 1,814 1,811 Vehicles 5 - 7 16 16 Total property and equipment 13,456 13,359 Less: Accumulated depreciation (9,067 ) (8,711 ) Total property and equipment, net $ 4,389 $ 4,648 |
Schedule of Other Current Assets | March 31, 2020 December 31, 2019 Government remittances (1) $ 1,435 $ 1,704 Sundry assets and miscellaneous 1,551 1,397 Total other current assets $ 2,986 $ 3,101 (1) Government remittances are receivables from the local tax authorities for refunds of sales taxes and income taxes. |
Schedule of Accrued Expenses and Other Current Liabilities | March 31, 2020 December 31, 2019 Payroll and related expense $ 2,335 $ 3,117 Accrued expenses 8,309 10,645 Commission accrual 2,445 4,215 Sales and consumption taxes 2,131 3,143 Total accrued expenses and other current liabilities $ 15,220 $ 21,120 |
Schedule of Change in Warranty Accrual | The following table provides the details of the change in the Company’s warranty accrual: March 31, 2020 December 31, 2019 Balance as of the beginning of the year $ 1,977 $ 1,336 Warranties assumed through business combination - 273 Warranties issued during the year 115 1,038 Warranty costs incurred during the year (458 ) (670 ) Balance at the end of the year $ 1,634 $ 1,977 Current 1,084 1,254 Long-term 550 723 Total $ 1,634 $ 1,977 |
Schedule of Finance Expenses | Three Months Ended March 31 2020 2019 Interest expense $ 2,108 $ 1,555 Accretion on long-term debt 146 99 Total finance expenses $ 2,254 $ 1,654 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill | Intangible assets net of accumulated amortization and goodwill were as follows: At March 31, 2020 Gross Amount Accumulated Amortization Net Amount Customer relationships $ 1,400 $ (172 ) $ 1,228 Brand 2,500 (342 ) 2,158 Technology 16,900 (1,174 ) 15,726 Supplier agreement 3,000 (642 ) 2,358 Total intangible assets and goodwill $ 23,800 $ (2,330 ) $ 21,470 At December 31, 2019 Gross Amount Accumulated Amortization Net Amount Goodwill $ 27,450 $ — $ 27,450 Customer relationships 1,400 (149 ) 1,251 Brand 2,500 (276 ) 2,224 Technology 16,900 (469 ) 16,431 Supplier agreement 3,000 (568 ) 2,432 Total intangible assets and goodwill $ 51,250 $ (1,462 ) $ 49,788 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for the next five fiscal years and all years thereafter are as follows: April 1, 2020 to December 31, 2020 $ 2,605 2021 3,473 2022 3,473 2023 3,473 2024 3,473 Thereafter 4,973 Total $ 21,470 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments and Purchase Commitments with Manufacturers | Aggregate future minimum lease payments and purchase commitments with manufacturers as of March 31, 2020 are as follows: Office Lease Purchase Commitments Total April 1, 2020 to December 31, 2020 $ 1,637 $ 7,607 $ 9,244 2021 1,881 — 1,881 2022 953 — 953 2023 515 — 515 Thereafter 1,410 — 1,410 Total $ 6,396 $ 7,607 $ 14,003 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule Principal Payments on Outstanding Borrowings | The scheduled principal payments on the outstanding borrowings as of March 31, 2020 are as follows: As of March 31, 2020 2020 $ - 2021 - 2022 64,602 Total 64,602 Less: debt discounts and issuance costs (1,341 ) Less: current portion - Non-current portion $ 63,261 |
Common Stock Reserved For Iss_2
Common Stock Reserved For Issuance (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to affect the conversion of all outstanding shares of convertible preferred stock, plus options granted and available for grant under the incentive plans. March 31, 2020 December 31, 2019 Outstanding common stock warrants 10,665,067 3,990,067 Outstanding stock options 4,783,483 3,278,439 Common stock to be issued upon conversion of the Series A Preferred Stock 6,600,000 — Shares reserved for future option grants 358,488 742,828 Total common stock reserved for issuance 22,407,038 8,011,334 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees | The Company recognized stock-based compensation for its employees and non-employees in the accompanying condensed consolidated statements of operations as follows: Three Months Ended March 31 2020 2019 Cost of sales $ 6 $ — Selling and marketing 192 123 General and administrative 299 237 Research and development 20 15 Total stock-based compensation $ 517 $ 375 |
Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes-Merton Option Pricing Formula | The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing formula with the following assumptions : Three Months Ended March 31 2020 2019 Expected term (in years) 5.00-6.54 4.00-5.00 Risk-free interest rate 0.57-1.50% 1.4-2.53% Expected volatility 43.00% 49.00% Expected dividend rate 0% 0% |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Company’s stock option plans: Number of Shares Weighted- Average Exercise Price per Share, $ Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding – January 1, 2020 3,278,439 5.29 5.08 $ 4,885 Options granted 1,615,000 4.36 Options exercised — — Options forfeited/cancelled (109,956 ) 25.77 Outstanding – March 31, 2020 4,783,483 4.50 6.54 $ 2,750 Exercisable – March 31, 2020 2,730,791 3.98 4.20 $ 2,750 Expected to vest – after March 31, 2020 2,052,692 5.21 9.64 $ - |
Summary of Information about Share Options Outstanding and Exercisable | The following tables summarize information about share options outstanding and exercisable at March 31, 2020: Options Outstanding Options Exercisable Exercise Price Range Number Weighted average remaining contractual term (years) Weighted average Exercise Price Options exercisable Weighted average remaining contractual term (years) Weighted average Exercise Price $0.15 - $3.64 3,205,312 5.89 $ 2.74 1,890,312 3.03 $ 2.12 $5.25 - $12.00 1,493,525 7.99 6.90 780,687 7.05 6.28 $12.45 - $26.10 37,576 8.46 18.45 14,246 8.20 19.19 $26.70 - $33.00 31,912 2.21 27.30 31,796 2.19 27.30 $36.00 - $94.65 15,158 4.46 58.80 13,750 4.08 59.15 4,783,483 6.54 $ 4.50 2,730,791 4.20 $ 3.98 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense | The Company generated a loss and incurred $589 of tax expense for the three months ended March 31, 2020. A reconciliation of income tax expense is as follows: Three Months Ended March 31 2020 2019 Loss before income taxes $ (50,114 ) $ (4,219 ) Theoretical tax benefit at the statutory rate (24.1% in 2020, 24.7% in 2019) (12,077 ) (1,043 ) Differences in jurisdictional tax rates (172 ) (233 ) (Recognition) Use of losses (101 ) 564 Valuation allowance 5,362 1,066 Non-deductible expenses 7,577 532 Total income tax expense 589 886 Net loss $ (50,703 ) $ (5,105 ) |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | Revenue by geographic location, which is based on the product shipped to location, is summarized as follows: Three Months Ended March 31 2020 2019 United States $ 5,640 $ 9,539 International 8,868 15,041 Total revenue $ 14,508 $ 24,580 |
Schedule of Revenue by Type | The following table presents revenue by type: Three Months Ended March 31 2020 2019 Lease revenue $ 6,813 $ 15,742 System revenue 3,498 6,315 Product revenue 1,510 1,328 Service revenue 2,687 1,195 Total revenue $ 14,508 $ 24,580 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 19, 2020USD ($)$ / sharesshares | Nov. 07, 2019shares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Nature Of Operations [Line Items] | |||||
Accumulated deficit | $ | $ 125,876 | $ 125,876 | $ 75,686 | ||
Net proceeds from private placement | $ | $ 20,300 | $ 20,300 | |||
Common stock, shares issued | 32,194,285 | 32,194,285 | 28,686,116 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 660,000 | 660,000 | 0 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Costs incurred | $ | $ 1,341 | $ 1,341 | |||
Common Stock | |||||
Nature Of Operations [Line Items] | |||||
Net proceeds from private placement | $ | $ 4,052 | ||||
Securities Purchase Agreement | Investors | |||||
Nature Of Operations [Line Items] | |||||
Common stock, shares issued | 2,300,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Warrants expiry period | 5 years | ||||
Warrants exercisable period | beginning 181 days after their issue date | ||||
Securities Purchase Agreement | Investors | Private Placement | |||||
Nature Of Operations [Line Items] | |||||
Warrants to purchase shares of common stock | 6,675,000 | ||||
Exercise price of warrants | $ / shares | $ 3.50 | ||||
Gross proceeds from securities sold | $ | $ 22,250 | ||||
Costs incurred | $ | $ 1,950 | ||||
Securities Purchase Agreement | Investors | Series A Convertible Preferred Stock | |||||
Nature Of Operations [Line Items] | |||||
Preferred stock, shares issued | 660,000 | 660,000 | 660,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||
Securities Purchase Agreement | Investors | Series A Convertible Preferred Stock | Common Stock | |||||
Nature Of Operations [Line Items] | |||||
Preferred stock convertible into common stock | 6,600,000 | ||||
Merger Agreement | Venus Concept Ltd. | |||||
Nature Of Operations [Line Items] | |||||
Right to number of shares to be received in exchange of each outstanding ordinary and preferred share | 8.6506 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Additional allowance for doubtful accounts | $ 550 |
Goodwill impairment | $ 27,450 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Restatement Adjustments on Previously Reported Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Jan. 01, 2019 |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Common Stock | $ 24 | $ 24 | $ 5 | $ 5 |
Additional paid in capital | $ 170,657 | $ 149,840 | 67,870 | 67,495 |
As Previously Reported | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Common Stock | 57,101 | 57,101 | ||
Additional paid in capital | 10,774 | 10,399 | ||
Adjustment | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Common Stock | (57,096) | (57,096) | ||
Additional paid in capital | $ 57,096 | $ 57,096 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss and Weighted Average Number of Shares Used in Computing Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net loss | $ (50,703) | $ (5,105) |
Net loss allocated to stockholders of the Company | $ (50,190) | $ (5,273) |
Weighted-average number of shares used in per share calculation: | ||
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted | 29,812 | 4,776 |
Net loss per share: | ||
Basic and diluted | $ (1.68) | $ (1.10) |
Net Loss Per Share - Outstandin
Net Loss Per Share - Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 14,055,858 | 12,666,271 |
Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 660,000 | 9,216,413 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 2,730,791 | 3,269,926 |
Warrants for Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 10,665,067 | 179,932 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Level 2 and Level 3 Financial Assets and Liabilities - (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | $ 83 | $ 146 |
Total liabilities | 757 | 655 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 83 | 146 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total liabilities | 757 | 655 |
Restricted Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 83 | 83 |
Restricted Cash | Significant Other Observable Inputs (Level 2) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 83 | 83 |
Contingent Earn-out Consideration | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total liabilities | 757 | 655 |
Contingent Earn-out Consideration | Significant Unobservable Inputs (Level 3) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total liabilities | $ 757 | 655 |
Guaranteed Investment Certificates | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 63 | |
Guaranteed Investment Certificates | Significant Other Observable Inputs (Level 2) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | $ 63 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Aggregate Fair Values of Earn-out Liability - (Details) - Level 3 - Contingent Earn-out Consideration - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 655 | $ 950 |
Payments | (77) | (828) |
Change in value | 179 | 533 |
Ending balance | $ 757 | $ 655 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Notes and Loans Receivable [Line Items] | ||||
Sales-type leases term of lease | 36 months | |||
Allowance for doubtful accounts | $ 10,889 | $ 10,494 | $ 3,905 | $ 4,408 |
Accounts Receivable | Customer Concentration Risk | ||||
Accounts Notes and Loans Receivable [Line Items] | ||||
Allowance for doubtful accounts | 10,889 | 10,494 | ||
Trade Receivables and Long-term Receivables | ||||
Accounts Notes and Loans Receivable [Line Items] | ||||
Financing receivables, consisting of sales-type leases | $ 60,895 | $ 72,602 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Notes and Loans Receivable [Line Items] | ||||
Gross accounts receivable | $ 93,776 | $ 105,127 | ||
Unearned income | (4,649) | (5,623) | ||
Allowance for doubtful accounts | (10,889) | (10,494) | $ (3,905) | $ (4,408) |
Net accounts receivable | 78,238 | 89,010 | ||
Current trade receivables | 55,020 | 58,977 | ||
Current unearned interest income | (3,672) | (3,942) | ||
Long-term receivables | 27,867 | 35,656 | ||
Long-term unearned interest income | (977) | (1,681) | ||
Trade Accounts Receivable | ||||
Accounts Notes and Loans Receivable [Line Items] | ||||
Current trade receivables | 55,020 | 58,977 | ||
Long-term receivables | $ 27,867 | $ 35,656 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Accounts Notes and Loans Receivable [Line Items] | |
Total financing receivables | $ 60,895 |
2021 | 33,028 |
2022 | 21,315 |
2023 | 6,534 |
2024 | 18 |
Current financing receivables, net of allowance of $4,080 | |
Accounts Notes and Loans Receivable [Line Items] | |
Total financing receivables | 33,028 |
2021 | 33,028 |
Long-term financing receivables, net of allowance of $3,412 | |
Accounts Notes and Loans Receivable [Line Items] | |
Total financing receivables | 27,867 |
2022 | 21,315 |
2023 | 6,534 |
2024 | $ 18 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Parenthetical) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Receivables [Abstract] | |
Allowance for current financing receivables | $ 4,352 |
Allowance for long-term financing receivables | $ 3,639 |
Accounts Receivable - Summary_2
Accounts Receivable - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Receivables [Abstract] | ||
Balance at beginning of period | $ 10,494 | $ 4,408 |
Write-offs | (1,152) | (1,064) |
Provision | 1,547 | 561 |
Balance at end of period | $ 10,889 | $ 3,905 |
Select Balance Sheet and Stat_3
Select Balance Sheet and Statement of Operations Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 956 | $ 877 |
Work-in-progress | 2,362 | 2,067 |
Finished goods | 15,605 | 15,900 |
Total inventory | $ 18,923 | $ 18,844 |
Select Balance Sheet and Stat_4
Select Balance Sheet and Statement of Operations Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Select Balance Sheet And Statement Of Operations Information [Abstract] | |||
Cost of goods sold | $ 3,600 | $ 5,255 | |
Provision for inventory obsolescence | 1,531 | $ 1,439 | |
Depreciation expense | $ 377 | $ 192 |
Select Balance Sheet and Stat_5
Select Balance Sheet and Statement of Operations Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Lab equipment tooling and molds | $ 7,973 | $ 7,872 |
Office furniture and equipment | 1,692 | 1,710 |
Leasehold improvements | 1,961 | 1,950 |
Computers and software | 1,814 | 1,811 |
Vehicles | 16 | 16 |
Total property and equipment | 13,456 | 13,359 |
Less: Accumulated depreciation | (9,067) | (8,711) |
Total property and equipment, net | $ 4,389 | $ 4,648 |
Lab Equipment Tooling and Molds | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P4Y | |
Lab Equipment Tooling and Molds | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P10Y | |
Office Furniture and Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P6Y | |
Office Furniture and Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P10Y | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | up to 10 | |
Computers and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P3Y | |
Vehicles | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P5Y | |
Vehicles | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P7Y |
Select Balance Sheet and Stat_6
Select Balance Sheet and Statement of Operations Information - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Other Assets [Abstract] | |||
Government remittances | [1] | $ 1,435 | $ 1,704 |
Sundry assets and miscellaneous | 1,551 | 1,397 | |
Total other current assets | $ 2,986 | $ 3,101 | |
[1] | Government remittances are receivables from the local tax authorities for refunds of sales taxes and income taxes. |
Select Balance Sheet and Stat_7
Select Balance Sheet and Statement of Operations Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Payroll and related expense | $ 2,335 | $ 3,117 |
Accrued expenses | 8,309 | 10,645 |
Commission accrual | 2,445 | 4,215 |
Sales and consumption taxes | 2,131 | 3,143 |
Total accrued expenses and other current liabilities | $ 15,220 | $ 21,120 |
Select Balance Sheet and Stat_8
Select Balance Sheet and Statement of Operations Information - Schedule of Change in Warranty Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Product Warranty Accrual Balance Sheet Classification [Abstract] | ||
Warranty accrual, Balance as of the beginning of the year | $ 1,977 | $ 1,336 |
Warranties assumed through business combination | 273 | |
Warranties issued during the year | 115 | 1,038 |
Warranty costs incurred during the year | (458) | (670) |
Warranty accrual, Balance at the end of the year | 1,634 | 1,977 |
Current | 1,084 | 1,254 |
Long-term | $ 550 | $ 723 |
Select Balance Sheet and Stat_9
Select Balance Sheet and Statement of Operations Information - Schedule of Finance Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Interest And Debt Expense [Abstract] | ||
Interest expense | $ 2,108 | $ 1,555 |
Accretion on long-term debt | 146 | 99 |
Total finance expenses | $ 2,254 | $ 1,654 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)ReportingUnit | Dec. 31, 2019USD ($) | Nov. 07, 2019USD ($) | |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 27,450 | ||
Number of reporting units | ReportingUnit | 1 | ||
Impairment charge | $ 27,450 | ||
Venus Concept Ltd. | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 24,847 | ||
Technology | Venus Concept Ltd. | |||
Goodwill And Intangible Assets [Line Items] | |||
Intangibles assets | 16,900 | ||
Brand Name | Venus Concept Ltd. | |||
Goodwill And Intangible Assets [Line Items] | |||
Intangibles assets | $ 1,200 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | $ 23,800 | |
Accumulated Amortization | (2,330) | $ (1,462) |
Net Amount | 21,470 | |
Total intangible assets and goodwill. Gross Amount | 51,250 | |
Total intangible assets and goodwill, Net Amount | 49,788 | |
Goodwill. Gross Amount | 27,450 | |
Goodwill. Net Amount | 27,450 | |
Customer Relationships | ||
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | 1,400 | 1,400 |
Accumulated Amortization | (172) | (149) |
Net Amount | 1,228 | 1,251 |
Brand Name | ||
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | 2,500 | 2,500 |
Accumulated Amortization | (342) | (276) |
Net Amount | 2,158 | 2,224 |
Technology | ||
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | 16,900 | 16,900 |
Accumulated Amortization | (1,174) | (469) |
Net Amount | 15,726 | 16,431 |
Supplier Agreement | ||
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | 3,000 | 3,000 |
Accumulated Amortization | (642) | (568) |
Net Amount | $ 2,358 | $ 2,432 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
April 1, 2020 to December 31, 2020 | $ 2,605 |
2021 | 3,473 |
2022 | 3,473 |
2023 | 3,473 |
2024 | 3,473 |
Thereafter | 4,973 |
Net Amount | $ 21,470 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Lease Payments and Purchase Commitments with Manufacturers (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
April 1, 2020 to December 31, 2020, Office Lease | $ 1,637 |
2021, Office Lease | 1,881 |
2022, Office Lease | 953 |
2023, Office Lease | 515 |
Thereafter, Office Lease | 1,410 |
Total, Office Lease | 6,396 |
April 1, 2020 to December 31, 2020, Purchase Commitments | 7,607 |
Total, Purchase Commitments | 7,607 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
April 1, 2020 to December 31, 2020 | 9,244 |
2021 | 1,881 |
2022 | 953 |
2023 | 515 |
Thereafter | 1,410 |
Total | $ 14,003 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 3 Months Ended | 13 Months Ended | |
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jun. 11, 2019Complaint | |
Commitment And Contingencies [Line Items] | |||
Rent expense | $ 570 | $ 390 | |
Purchase obligation | 7,607 | ||
Number of complaints filed | Complaint | 4 | ||
Contract Manufacturers | |||
Commitment And Contingencies [Line Items] | |||
Purchase obligation | 7,607 | ||
Open Purchase Order | |||
Commitment And Contingencies [Line Items] | |||
Purchase obligation | $ 3,476 | ||
Open purchase cancellation period | 90 days | ||
Percentage of open purchase order | 15.00% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | Aug. 14, 2018 | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt instrument, borrowed amount | $ 64,602 | ||
Madryn Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument, principal amount | $ 70,000 | ||
Debt instrument, maturity date | Sep. 30, 2022 | ||
Debt instrument, interest rate | 9.00% | ||
Interest rate, paid in cash | 9.00% | ||
Interest rate, paid in kind | 4.00% | ||
Debt instrument, interest rate terms | Effective August 14, 2018, interest on the Madryn loan is 9%, payable quarterly. Previously, interest was payable quarterly, at the Company’s option, as follows: cash interest 9% during the interest only period, which was 3 years or 12 principal payments after closing, plus an additional 4% rate, paid in kind (“PIK”). | ||
Minimum revenue and liquidity covenants | (i) minimum reported revenue targets for any four consecutive fiscal quarter period of an amount equal to the greater of (A) $100.0 million and (B) one hundred and fifty percent (150%) of the aggregate outstanding amount of the loans as of the last day of such four consecutive fiscal quarter period, (ii) minimum levels of cash held in deposit accounts controlled by Madryn to be no less than $2.0 million and (iii) minimum levels of cash held in all deposit accounts, plus availability under the CNB Credit Facility (as defined below), to be no less than $5.0 million. | ||
Madryn Credit Agreement | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount of borrowings being prepaid | 8.00% | ||
Madryn Credit Agreement | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount of borrowings being prepaid | 6.50% | ||
Madryn Credit Agreement | Debt Instrument, Redemption, Period Three | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount of borrowings being prepaid | 5.00% | ||
Madryn Credit Agreement | Debt Instrument, Redemption, Period Four | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount of borrowings being prepaid | 4.00% | ||
Madryn Credit Agreement | Debt Instrument, Redemption, Period Five | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount of borrowings being prepaid | 3.00% | ||
Madryn Credit Agreement | Debt Instrument Redemption Period Six | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount of borrowings being prepaid | 2.00% | ||
Madryn Credit Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Revenue targets amount | $ 100,000 | ||
Revenue targets percentage | 150.00% | ||
Minimum levels of cash held in deposit accounts | $ 2,000 | ||
Minimum levels of cash held | $ 5,000 | ||
Tranche A-1 and A-2 and B | Madryn Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument, borrowed amount | $ 60,000 | $ 60,000 | |
Tranche C | Madryn Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument, undrawn amount | $ 10,000 |
Long-Term Debt - Schedule Princ
Long-Term Debt - Schedule Principal Payments on Outstanding Borrowings (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2022 | $ 64,602 | |
Total | 64,602 | |
Less: debt discounts and issuance costs | (1,341) | |
Non-current portion | $ 63,261 | $ 61,229 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - Revolving Credit Facility - City National Bank of Florida - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Line Of Credit Facility [Line Items] | |||
Revolving credit facility,maximum outstanding amount | $ 10,000,000 | $ 10,000,000 | |
Revolving credit facility outstanding | $ 8,212,000 | $ 7,789,000 | |
Debt weighted average interest rate | 4.64% | 5.90% | |
LIBOR | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | 3.25% |
Common Stock Reserved for Iss_3
Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Issuance (Details) - shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Outstanding stock options | 4,783,483 | 3,278,439 |
Total common stock reserved for issuance | 22,407,038 | 8,011,334 |
Shares reserved for future option grants | 358,488 | 742,828 |
Common Stock | ||
Class Of Stock [Line Items] | ||
Outstanding common stock warrants | 10,665,067 | 3,990,067 |
Series A Preferred Shares | ||
Class Of Stock [Line Items] | ||
Total common stock reserved for issuance | 6,600,000 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Details) | Mar. 19, 2020$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2019$ / sharesshares | Oct. 04, 2019shares |
Class Of Stock [Line Items] | ||||||
Common stock voting rights | one vote | |||||
Preferred stock, shares issued | shares | 660,000 | 660,000 | 0 | |||
Intrinsic value of beneficial conversion features | $ | $ 3,564,000 | |||||
Net proceeds from private placement | $ | $ 20,300,000 | $ 20,300,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock reserved for issuance | shares | 22,407,038 | 22,407,038 | 8,011,334 | |||
Expected dividend | $ | $ 0 | |||||
Total intrinsic value of options exercised | $ | $ 0 | $ 31,000 | ||||
Weighted-average grant date fair value of options granted | $ 7.515 | $ 5.52 | ||||
2010 Plan | ||||||
Class Of Stock [Line Items] | ||||||
Stock option, vesting period | 7 years | |||||
Stock option, vesting period extension | 10 years | |||||
Common stock reserved for issuance | shares | 44,450 | 44,450 | 44,450 | |||
2019 Plan | ||||||
Class Of Stock [Line Items] | ||||||
Common stock reserved for issuance | shares | 314,038 | 314,038 | 698,378 | 450,000 | ||
2020 Private Placement Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Net proceeds from private placement | $ | $ 4,621,000 | |||||
Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Net proceeds from private placement | $ | $ 4,052,000 | |||||
Common Stock | 2020 Private Placement Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Series A Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Conversion cap percentage | 19.99% | 19.99% | ||||
Initial conversion ratio | 0.1 | |||||
Preferred stock, dividends paid on outstanding shares | $ | $ 0 | |||||
Share issued price per share | $ 2.47 | $ 2.47 | ||||
Preferred stock effective conversion price per share | $ 1.93 | $ 1.93 | ||||
Series A Preferred Shares | ||||||
Class Of Stock [Line Items] | ||||||
Net proceeds from private placement | $ | $ 8,063,000 | |||||
Common stock reserved for issuance | shares | 6,600,000 | 6,600,000 | ||||
Series A Preferred Shares | 2020 Private Placement Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Investors | 2020 Private Placement Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Exercise price of warrants | $ 3.50 | $ 3.50 | ||||
Warrants expiry period | 5 years | |||||
Warrants exercisable period | beginning 181 days after their issue date | |||||
Investors | 2020 Private Placement Warrants | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase shares of common stock | shares | 6,675,000 | 6,675,000 | ||||
Securities Purchase Agreement | Investors | ||||||
Class Of Stock [Line Items] | ||||||
Warrants expiry period | 5 years | |||||
Warrants exercisable period | beginning 181 days after their issue date | |||||
Common stock, par value | $ 0.0001 | |||||
Securities Purchase Agreement | Investors | Series A Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares issued | shares | 660,000 | 660,000 | 660,000 | |||
Preferred stock, par value | $ 0.0001 |
Stockholders Equity - Summary o
Stockholders Equity - Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 517 | $ 375 |
Employees and Non-employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 517 | 375 |
Cost of Sales | Employees and Non-employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 6 | |
Selling and Marketing | Employees and Non-employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 192 | 123 |
General and Administrative | Employees and Non-employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 299 | 237 |
Research and Development | Employees and Non-employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 20 | $ 15 |
Stockholders Equity - Assumptio
Stockholders Equity - Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes Option Pricing Formula (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 43.00% | 49.00% |
Expected dividend rate | 0.00% | 0.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 4 years |
Risk-free interest rate, minimum | 0.57% | 1.40% |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 6 months 14 days | 5 years |
Risk-free interest rate, minimum | 1.50% | 2.53% |
Stockholders Equity - Summary_2
Stockholders Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | ||
Number of Shares, Outstanding, Beginning Balance | 3,278,439 | |
Number of Shares, Options granted | 1,615,000 | |
Number of Shares, Options forfeited/cancelled | (109,956) | |
Number of Shares, Outstanding, Ending Balance | 4,783,483 | 3,278,439 |
Number of Shares, Exercisable | 2,730,791 | |
Number of Shares, Expected to vest | 2,052,692 | |
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance | $ 5.29 | |
Weighted-Average Exercise Price Per Share, Options granted | 4.36 | |
Weighted-Average Exercise Price Per Share, Options forfeited/cancelled | 25.77 | |
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance | 4.50 | $ 5.29 |
Weighted-Average Exercise Price Per Share, Exercisable | 3.98 | |
Weighted-Average Exercise Price Per Share, Expected to vest | $ 5.21 | |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 6 months 14 days | 5 years 29 days |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 2 months 12 days | |
Weighted-Average Remaining Contractual Term, Expected to vest | 9 years 7 months 20 days | |
Aggregate Intrinsic Value, Outstanding | $ 2,750 | $ 4,885 |
Aggregate Intrinsic Value, Exercisable | $ 2,750 |
Stockholders Equity - Summary_3
Stockholders Equity - Summary of Information about Share Options Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number | shares | 4,783,483 |
Options Outstanding, Weighted average remaining contractual term (years) | 6 years 6 months 14 days |
Options Outstanding, Weighted average Exercise Price | $ 4.50 |
Options Exercisable | shares | 2,730,791 |
Options Exercisable, Weighted average remaining contractual term (years) | 4 years 2 months 12 days |
Options Exercisable, Weighted average Exercise Price | $ 3.98 |
$0.15 - $3.64 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 0.15 |
Exercise Price Range (Upper limit) | $ 3.60 |
Options Outstanding, Number | shares | 3,205,312 |
Options Outstanding, Weighted average remaining contractual term (years) | 5 years 10 months 20 days |
Options Outstanding, Weighted average Exercise Price | $ 2.74 |
Options Exercisable | shares | 1,890,312 |
Options Exercisable, Weighted average remaining contractual term (years) | 3 years 10 days |
Options Exercisable, Weighted average Exercise Price | $ 2.12 |
$5.25 - $12.00 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 5.25 |
Exercise Price Range (Upper limit) | $ 12 |
Options Outstanding, Number | shares | 1,493,525 |
Options Outstanding, Weighted average remaining contractual term (years) | 7 years 11 months 26 days |
Options Outstanding, Weighted average Exercise Price | $ 6.90 |
Options Exercisable | shares | 780,687 |
Options Exercisable, Weighted average remaining contractual term (years) | 7 years 18 days |
Options Exercisable, Weighted average Exercise Price | $ 6.28 |
$12.45 - $26.10 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 12.45 |
Exercise Price Range (Upper limit) | $ 26.10 |
Options Outstanding, Number | shares | 37,576 |
Options Outstanding, Weighted average remaining contractual term (years) | 8 years 5 months 15 days |
Options Outstanding, Weighted average Exercise Price | $ 18.45 |
Options Exercisable | shares | 14,246 |
Options Exercisable, Weighted average remaining contractual term (years) | 8 years 2 months 12 days |
Options Exercisable, Weighted average Exercise Price | $ 19.19 |
$26.70 - $33.00 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 26.70 |
Exercise Price Range (Upper limit) | $ 33 |
Options Outstanding, Number | shares | 31,912 |
Options Outstanding, Weighted average remaining contractual term (years) | 2 years 2 months 15 days |
Options Outstanding, Weighted average Exercise Price | $ 27.30 |
Options Exercisable | shares | 31,796 |
Options Exercisable, Weighted average remaining contractual term (years) | 2 years 2 months 8 days |
Options Exercisable, Weighted average Exercise Price | $ 27.30 |
$36.00 - $94.65 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 36 |
Exercise Price Range (Upper limit) | $ 94.65 |
Options Outstanding, Number | shares | 15,158 |
Options Outstanding, Weighted average remaining contractual term (years) | 4 years 5 months 15 days |
Options Outstanding, Weighted average Exercise Price | $ 58.80 |
Options Exercisable | shares | 13,750 |
Options Exercisable, Weighted average remaining contractual term (years) | 4 years 29 days |
Options Exercisable, Weighted average Exercise Price | $ 59.15 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes [Line Items] | ||
Tax expense | $ 589 | $ 886 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Loss before income taxes | $ (50,114) | $ (4,219) |
Theoretical tax benefit at the statutory rate (24.1% in 2020, 24.7% in 2019) | (12,077) | (1,043) |
Differences in jurisdictional tax rates | (172) | (233) |
(Recognition) Use of losses | (101) | 564 |
Valuation allowance | 5,362 | 1,066 |
Non-deductible expenses | 7,577 | 532 |
Total income tax expense | 589 | 886 |
Net loss | $ (50,703) | $ (5,105) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Parenthetical) (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Theoretical tax benefit, statutory rate | 24.10% | 24.70% |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Segment | 1 |
Number of reportable segments | Segment | 1 |
Lease Revenue | |
Segment Reporting Information [Line Items] | |
System sales with typical lease terms | 36 months |
System Revenue | |
Segment Reporting Information [Line Items] | |
Systems sales with payment terms | 12 months |
United States | |
Segment Reporting Information [Line Items] | |
Long-lived assets | $ | $ 22,923 |
Foreign | |
Segment Reporting Information [Line Items] | |
Long-lived assets | $ | $ 2,935 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenue | $ 14,508 | $ 24,580 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenue | 5,640 | 9,539 |
Foreign | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenue | $ 8,868 | $ 15,041 |
Segment and Geographic Inform_5
Segment and Geographic Information - Schedule of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||
Total revenue | $ 14,508 | $ 24,580 |
Lease Revenue | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Total revenue | 6,813 | 15,742 |
System Revenue | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Total revenue | 3,498 | 6,315 |
Product Revenue | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Total revenue | 1,510 | 1,328 |
Service Revenue | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Total revenue | $ 2,687 | $ 1,195 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) Rp in Billions | Jul. 01, 2016 | Mar. 31, 2020USD ($)$ / System | Mar. 31, 2019USD ($) | Mar. 31, 2020IDR (Rp)$ / System | Dec. 31, 2019USD ($) | Dec. 31, 2019IDR (Rp) |
Intellectual Property Transfer Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate amount of income transferred for license | $ 3,000,000 | |||||
Royalties | 0 | $ 0 | ||||
Trade payables | $ 0 | $ 0 | ||||
Intellectual Property Transfer Agreement | Venus Viva System and the Related Consumables | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of income transferred for license | 7.00% | |||||
Intellectual Property Transfer Agreement | Venus Versa System | ||||||
Related Party Transaction [Line Items] | ||||||
Amount transferred per system for license | $ / System | 1.50 | 1.50 | ||||
Inphronics Limited | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred from Inphronic | 100.00% | |||||
Outstanding amount of the loan | $ 457,000 | Rp 6.9 | $ 498,000 | Rp 6.9 | ||
Senior Manager | TBC | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership by senior manager in TBC | 30.00% | 30.00% | ||||
TBC | ||||||
Related Party Transaction [Line Items] | ||||||
Products purchased | $ 49,000 | $ 100,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | Apr. 29, 2020USD ($) | Apr. 20, 2020USD ($) | Mar. 31, 2020USD ($)Loan | Aug. 14, 2018 |
Madryn Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, principal amount | $ 70,000 | |||
Debt instrument, interest rate, stated percentage | 9.00% | |||
Debt instrument, maturity date | Sep. 30, 2022 | |||
Subsequent Event | Madryn Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 12.00% | |||
Debt instrument, maturity date | Apr. 29, 2020 | |||
Paycheck Protection Program | Venus Concept USA Inc. | ||||
Subsequent Event [Line Items] | ||||
Number of small business loans | Loan | 2 | |||
Paycheck Protection Program | Venus Concept USA Inc. | Small Business Loans | ||||
Subsequent Event [Line Items] | ||||
Fund amount received | $ 4,048 | |||
Paycheck Protection Program | Subsequent Event | Venus Concept PPP Loan | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, principal amount | $ 1,665 | |||
Debt instrument, interest rate, stated percentage | 1.00% | |||
Debt instrument, term of maturity | 2 years | |||
Paycheck Protection Program | Subsequent Event | Venus USA PPP Loan | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, principal amount | $ 2,383 | |||
Paycheck Protection Program | Subsequent Event | Venus Concept USA Inc. | ||||
Subsequent Event [Line Items] | ||||
Debt forgiveness description | U.S. Small Business Administration (the “SBA”) has decided, in consultation with the Department of the Treasury, that it will review all loans in excess of $2,000 following the lender’s submission of the borrower’s loan forgiveness application. |