Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | FNA | |
Entity Registrant Name | Paragon 28, Inc. | |
Entity Central Index Key | 0001531978 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 82,319,020 | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-40902 | |
Entity Tax Identification Number | 27-3170186 | |
Entity Address, Address Line One | 14445 Grasslands Drive | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 1332 | |
Title of 12(b) Security | Common stock, $0.01 par value per share | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 85,883 | $ 38,468 |
Trade receivables | 37,262 | 37,687 |
Inventories, net | 69,174 | 60,948 |
Income taxes receivable | 596 | 615 |
Other current assets | 4,167 | 4,658 |
Total current assets | 197,082 | 142,376 |
Property and equipment, net | 66,810 | 61,938 |
Intangible assets, net | 22,137 | 22,387 |
Goodwill | 25,465 | 25,465 |
Deferred income taxes | 354 | 148 |
Other assets | 1,697 | 1,795 |
Total assets | 313,545 | 254,109 |
Current liabilities: | ||
Accounts payable | 20,538 | 14,939 |
Accrued expenses | 25,446 | 26,807 |
Accrued legal settlement | 13,000 | 22,000 |
Other current liabilities | 3,772 | 3,844 |
Current maturities of long-term debt | 690 | 728 |
Income taxes payable | 208 | 184 |
Total current liabilities | 63,654 | 68,502 |
Long-term liabilities: | ||
Long-term debt net, less current maturities | 42,204 | 42,182 |
Other long-term liabilities | 1,523 | 1,628 |
Deferred income taxes | 377 | 342 |
Income taxes payable | 635 | 527 |
Total liabilities | 108,393 | 113,181 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 300,000,000 shares authorized; 83,220,392 and 78,684,107 shares issued, and 82,306,873 and 77,770,588 shares outstanding as of March 31, 2023 and December 31, 2022,respectively | 821 | 776 |
Additional paid in capital | 287,286 | 213,956 |
Accumulated deficit | (76,841) | (67,789) |
Accumulated other comprehensive loss | (132) | (33) |
Treasury stock, at cost; 913,519 shares as of March 31, 2023 and December 31, 2022 | (5,982) | (5,982) |
Total stockholders' equity | 205,152 | 140,928 |
Total liabilities & stockholders' equity | $ 313,545 | $ 254,109 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock par value | $ 0.01 | $ 0.01 |
Common stock share authorized | 300,000,000 | 300,000,000 |
Common stock share issued | 83,220,392 | 78,684,107 |
Common stock shares, outstanding | 82,306,873 | 77,770,588 |
Treasury stock share issued | 913,519 | 913,519 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net revenue | $ 52,036 | $ 41,371 |
Cost of goods sold | 8,906 | 6,791 |
Gross profit | 43,130 | 34,580 |
Operating expenses | ||
Research and development costs | 7,049 | 5,773 |
Selling, general, and administrative | 43,820 | 37,242 |
Total operating expenses | 50,869 | 43,015 |
Operating loss | (7,739) | (8,435) |
Other expense | ||
Other expense | (179) | (101) |
Interest expense, net | (1,205) | (668) |
Total other expense | (1,384) | (769) |
Loss before income taxes | (9,123) | (9,204) |
Income tax (benefit) expense | (71) | 32 |
Net loss | (9,052) | (9,236) |
Foreign currency translation adjustment | (99) | (324) |
Comprehensive loss | $ (9,151) | $ (9,560) |
Weighted average number of shares of common stock outstanding: | ||
Basic | 80,681,715 | 76,447,454 |
Diluted | 80,681,715 | 76,447,454 |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.11) | $ (0.12) |
Diluted | $ (0.11) | $ (0.12) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning balance, shares at Dec. 31, 2021 | 76,447,287 | |||||
Beginning balance at Dec. 31, 2021 | $ 192,194 | $ 763 | $ 197,868 | $ (463) | $ 8 | $ (5,982) |
Net loss | (9,236) | (9,236) | ||||
Offering costs associated with initial public offering | (266) | (266) | ||||
Options exercised, shares | 1,875 | |||||
Options exercised | 12 | 12 | ||||
Foreign currency translation | (324) | (324) | ||||
Stock-based compensation | 2,122 | 2,122 | ||||
Ending balance, shares at Mar. 31, 2022 | 76,449,162 | |||||
Ending balance at Mar. 31, 2022 | 184,502 | $ 763 | 199,736 | (9,699) | (316) | (5,982) |
Beginning balance, shares at Dec. 31, 2022 | 77,770,588 | |||||
Beginning balance at Dec. 31, 2022 | 140,928 | $ 776 | 213,956 | (67,789) | (33) | (5,982) |
Net loss | (9,052) | (9,052) | ||||
Issuance of common stock, shares | 4,312,500 | |||||
Issuance of common stock | $ 68,449 | $ 43 | 68,406 | |||
Options exercised, shares | 223,785 | 223,785 | ||||
Options exercised | $ 1,622 | $ 2 | 1,620 | |||
Foreign currency translation | (99) | (99) | ||||
Employee stock purchase plan | 122 | 122 | ||||
Stock-based compensation | 3,182 | 3,182 | ||||
Ending balance, shares at Mar. 31, 2023 | 82,306,873 | |||||
Ending balance at Mar. 31, 2023 | $ 205,152 | $ 821 | $ 287,286 | $ (76,841) | $ (132) | $ (5,982) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Common Stock | |
Issuance costs | $ 831 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (9,052) | $ (9,236) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,117 | 3,030 |
Allowance for doubtful accounts | 600 | |
Provision for (reversal of) excess and obsolete inventories | 293 | (643) |
Stock-based compensation | 3,182 | 2,122 |
Other | 180 | 387 |
Changes in other assets and liabilities, net of acquisitions: | ||
Accounts receivable | 441 | (2,240) |
Inventories | (8,435) | (2,329) |
Accounts payable | 5,592 | (1,178) |
Accrued expenses | (877) | (682) |
Accrued legal settlement | (9,000) | |
Income tax receivable/payable | 132 | 669 |
Other assets and liabilities | 367 | (3) |
Net cash used in operating activities | (14,060) | 9,503 |
Cash flows from investing activities | ||
Purchases of property and equipment | (7,521) | (23,036) |
Proceeds from sale of property and equipment | 223 | 305 |
Purchases of intangible assets | (254) | (704) |
Acquisition of Disior, net of cash received | (18,201) | |
Net cash used in investing activities | (7,552) | (41,636) |
Cash flows from financing activities | ||
Proceeds from draw down on term loan | 20,000 | |
Proceeds from issuance of long-term debt | 16,000 | |
Payments on long-term debt | (197) | (37) |
Payments of debt issuance costs | (7) | (405) |
Proceeds from issuance of common stock, net of issuance costs | 68,449 | |
Proceeds from exercise of stock options | 1,622 | 12 |
Payments on earnout liability | (500) | |
Net cash provided by financing activities | 69,367 | 35,570 |
Effect of exchange rate changes on cash | (340) | (136) |
Net increase (decrease) in cash | 47,415 | (15,705) |
Cash at beginning of period | 38,468 | 109,352 |
Cash at end of period | 85,883 | 93,647 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 601 | 273 |
Purchase of property and equipment included in accounts payable | $ 4,026 | $ 1,804 |
Business and Basis of Presentat
Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | NOTE 1. BUSINESS AND BASIS OF PRESENTATION Business Paragon 28, Inc. (collectively with its subsidiaries, “we”, “us”, “our”, “P28” or the “Company”) develops, distributes, and sells medical devices in the foot and ankle segment of the orthopedic implant marketplace. Our approach to product development is procedurally focused, resulting in a full range of procedure-specific foot and ankle products designed specifically for foot and ankle anatomy. Our products and product families include plates and plating systems, screws, staples, and nails aimed to address all major foot and ankle procedures including fracture fixation, forefoot or hallux valgus - which includes bunion and hammertoe, ankle, flatfoot or progressive collapsing foot deformity ("PCDF"), charcot foot and orthobiologics. P28 is a United States (“U.S.”) based company incorporated in the State of Delaware, with headquarters in Englewood, Colorado. Our sales representatives and distributors are located globally with the majority concentrated in the U.S., Australia, South Africa, and the United Kingdom. Basis of Presentation and Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of Paragon 28, Inc. and its subsidiaries, all of which are wholly-owned. The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information required by U.S. GAAP for complete financial statements. The interim Condensed Consolidated Financial Statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair representation of the results for the periods presented and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2022, which include a complete set of footnote disclosures, including our significant accounting policies. The audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2022 are included in the Company’s Annual filing on Form 10-K filed with the SEC on March 2, 2023. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. All intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the financial statements in conformity 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 period. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in the Company’s Condensed Consolidated Financial Statements. Significant items subject to such estimates and assumptions include the determination of the collectability of trade receivables, inventory obsolescence, impairment of long-lived assets, recoverability of goodwill and intangible assets, contingent earn-out liabilities, income taxes and stock-based compensation. Foreign Currency Translation The Condensed Consolidated Financial Statements are presented in U.S. dollars. The Company’s non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than the U.S. dollar, generally the currency of the country in which such subsidiaries are domiciled. Such subsidiaries’ assets and liabilities are translated into U.S. dollars at quarter-end exchange rates, while revenue and expenses are translated at average exchange rates during the quarter based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary’s functional currency to U.S. dollars are reported in Accumulated Other Comprehensive Loss, net of tax. Business Combinations We allocate the purchase consideration to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of the acquisition. The excess of the fair value of the purchase consideration over the fair value of the identifiable assets and liabilities, if any, is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies including the income approach, the cost approach, and the market approach. Significant assumptions used in those methodologies include, but are not limited to, the expected values of the underlying metric, the systematic risk embedded in the underlying metric, the volatility of the underlying metric, the risk-free rate, and the counterparty risk. The use of different valuation methodologies and assumptions is highly subjective and inherently uncertain and, as a result, actual results may differ materially from estimates. Trade Receivables, Less Allowance for Doubtful Accounts The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. As of March 31, 2023 and December 31, 2022 , the allowance for doubtful accounts was not material. Inventories, Net The Company estimates a reserve for obsolete and slow-moving inventory based on current inventory levels, historical sales and future projected demand. Charges (benefit) for excess and obsolete inventory are included in Cost of goods sold and were $ 293 and $( 643 ) for the three months ended March 31, 2023 and 2022 , respectively. The inventory reserve was $ 17,117 and $ 16,804 as of March 31, 2023 and December 31, 2022 , respectively. Intangibles The costs associated with applying for patents and trademarks are capitalized. Patents are amortized on a straight-line basis over the lesser of the patent’s economic or legal life, which is seventeen years . Costs associated with capitalized patents include third-party attorney fees and other third-party fees as well as costs related to the following: the preparation of patent applications, government filings and registration fees, drawings, computer searches, and translations related to specific patents. Trademarks that are anticipated to be renewed every ten years have an indefinite life and are not amortized but tested for impairment annually. Once it is determined a trademark will no longer be renewed, the trademark is amortized over the remainder of the trademark’s registration period. Customer relationships are amortized over an estimated useful life of three to seven years on a straight-line basis. Other intangibles, which mainly consist of noncompete arrangements, are amortized over an estimated useful life of three years on a straight-line basis. Developed technology is amortized over an estimated useful life of twelve years on a straight-line basis. Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If the asset’s carrying value is determined to not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charges were recorded in any of the periods presented. Indefinite-lived trademark assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company can elect to first apply the optional qualitative impairment assessment to determine whether the indefinite-lived intangible asset is more-likely-than-not impaired. If, on the basis of the qualitative impairment assessment, an entity asserts that it is more likely than not that the indefinite-lived intangible asset is impaired, the Company would be required to calculate the fair value of the asset for an impairment test. Impairment loss is recognized if the carrying amount of the asset exceeds its fair value. A qualitative assessment considers macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, and company specific factors such as trends in revenue generating activities, and merger or acquisition activity. If the Company elects to bypass qualitatively assessing its indefinite-lived intangible assets, or it is not more likely than not that the fair value of the intangible asset exceeds its carrying value, management estimates the fair value of the intangible asset and compares it to the carrying value. The estimated fair value of the intangible asset is established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and cash flows of the intangible asset or assets. Goodwill Goodwill represents the excess of the purchase price as compared to the fair value of net assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually or when indications of impairment exist. We can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. Impairment exists when the carrying amount, including goodwill, of the reporting unit exceeds its fair value, resulting in an impairment charge for this excess (not to exceed the carrying amount of the goodwill). Our annual impairment testing date is October 1. The impairment, if determined, is recorded within Operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss in the period the determination is made. There were no impairments recorded during the periods presented. Contingent Earn-out Consideration Business combinations may include contingent earn-out consideration as part of the purchase price under which the Company will make future payments to the seller upon the achievement of certain milestones. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments and is subsequently remeasured at each balance sheet date. Two methodologies may be considered in the valuation: the scenario-based model (“SBM”) and Monte Carlo simulation. The SBM relies on multiple outcomes to estimate the likelihood of future payoff of the contingent consideration. The resulting earnout payoff is then probability-weighted and discounted at an appropriate risk adjusted rate in order to arrive at the present value of the expected earnout payment. The Monte Carlo simulation is used to value the non-linear contingent considerations based on projected financial metrics. Each trial of the Monte Carlo simulation draws a value from the assumed distribution for the underlying metric. The earnout payoff for each simulation trial is calculated based on that particular simulated path for the underlying metrics and then discounted to present value using the risk-free rate, adjusted for counterparty credit risk. The value of the earnout is estimated as the average value from all simulation trials. The fair value estimates use unobservable inputs that reflect our own assumptions as to the ability of the acquired business to meet the targeted benchmarks and discount rates used in the calculations. The unobservable inputs are defined in ASC Topic 820, “Fair Value Measurements and Disclosures,” as Level 3 inputs. We review the probabilities of achievement of the earnout milestones to determine impact on the fair value of the earnout consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contractual limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are recorded in Other expense in the Consolidated Statements of Operations and Comprehensive Loss and are reflected in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in our operating results. Revenue Recognition Re venue is recorded, net of estimated losses for bad debts, when our performance obligation is satisfied which is when our customers take title of the product, and typically when the product is used in surgery. As such, the timing of revenue recognition may differ from the timing of invoicing to our customers. We have recorded unbilled accounts receivable related to this timing difference of $ 3,657 and $ 4,511 as of March 31, 2023 and December 31, 2022 , respectively. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2016-13 effective January 1, 2023 . The adoption of this guidance did not have a significant impact on the Company's Condensed Consolidated Financial Statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2019-12 effective January 1, 2023 . The adoption of this guidance did not have a significant impact on the Company's Condensed Consolidated Financial Statements and related disclosures. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 3. BUSINESS COMBINATION On January 10, 2022 ("Disior Acquisition Date"), the Company entered into a Securities Purchase Agreement (“SPA”) with Disior LTD. (“Disior”) and acquired 100 % of the outstanding equity of Disior (the "Disior Acquisition"). Disior is a leading three-dimensional analytics pre-operative planning software company based in Helsinki, Finland, focused on the complex foot and ankle anato my. The Disior Acquisition allowed the Company to broaden its capabilities within the pre-operative and intra-operative stages of the foot and ankle care and expand the Company's Smart 28 ecosystem. The aggregate purchase price of the Disior Acquisition was approximately $ 26,246 inclusive of an earn-out provision with a fair value of $ 6,550 and certain net working capital adjustments and deferred payments totaling a net payable of $ 222 . The SPA provided for potential earn-out consideration to the seller in connection with the achievement of certain milestones with various expiration dates through the second anniversary of the Disior Acquisition Date. The earn-out has a maximum payment not to exceed $ 8,000 in the aggregate. If an individual milestone is not met by the specified milestone expiration date, the earn-out related to that specific milestone will not be paid. The acquisition was primarily funded by a $ 20,000 draw on the Company's term loan. The Company has accounted for the acquisition of Disior under ASC Topic 805, Business Combinations (“ASC 805”). Disior’s results of operations are included in the Condensed Consolidated Financial Statements beginning after January 10, 2022, the Disior Acquisition Date. The following table summarizes the purchase price: Consideration paid Cash consideration $ 19,696 Contingent consideration 6,550 Total consideration $ 26,246 Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $ 761 during the year ended December 31, 2022 and were included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Loss. No such acquisition costs were incurred during the three months ended March 31, 2023. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the Disior Acquisition Date: Assets acquired: Cash and cash equivalents $ 1,192 Other current assets 410 Intangible assets 6,800 Goodwill 19,136 Total assets acquired 27,538 Liabilities assumed: Accruals and other current liabilities 615 Deferred tax liabilities, net 677 Total liabilities assumed 1,292 Net assets acquired $ 26,246 Identified intangible assets consist of tradenames and developed technology. The fair value of each were determined with the assistance of an external valuation specialist using a combination of the income, market, cost approach, and relief from royalty rate method, in accordance with ASC 805. The purchase consideration was allocated to the identifiable net assets acquired based on estimated fair values at the date of the acquisition. The excess of the fair value of the purchase consideration over the fair value of the identifiable assets and liabilities, if any, was recorded as goodwill. The goodwill is attributable to the expected synergies with the Company’s existing operations. The useful life on intangible assets was determined by management to be in line with the Company’s policy on intangible assets. Both determinations are outlined in the table below: Fair Value Estimated Useful Life Developed technology $ 6,400 12 Tradenames 400 Indefinite $ 6,800 The entire amount of the purchase price allocated to goodwill will not be deductible for income tax purposes under the Finnish Income Tax Act. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 4. GOODWILL AND INTANGIBLE ASSETS Goodwill As of March 31, 2023 and December 31, 2022 , goodwill was $ 25,465 for each period. Intangibles Intangible assets as of March 31, 2023 were as follows: Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks and tradenames, indefinite-lived Indefinite $ 921 $ — $ 921 Patents, definite-lived 18 6,906 2,439 4,467 Customer relationships 3 - 7 1,733 352 1,381 Developed technology 12 17,690 2,333 15,356 Other intangibles 3 30 18 12 Total intangible assets, net $ 27,280 $ 5,142 $ 22,137 Intangible assets as of December 31, 2022, were as follows: Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks, indefinite-lived Indefinite $ 901 $ — $ 901 Patents, definite-lived 16.5 6,671 2,370 4,301 Customer relationships 3 - 7 1,733 279 1,454 Developed technology 12 17,690 1,973 15,717 Other intangibles 3 30 16 14 Total intangible assets, net $ 27,025 $ 4,638 $ 22,387 Amortization expense is included in Selling, general, and administrative expenses and wa s $ 503 a nd $ 771 for the three months ended March 31, 2023 and 2022, respectively. Expected future amortization expense is as follows: 2023 $ 1,515 2024 1,966 2025 1,926 2026 1,926 2027 1,925 No impairment charges related to intangibles and goodwill were recorded for the three months ended March 31, 2023 and 2022 . |
Contingent Earn-Out Considerati
Contingent Earn-Out Consideration | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Contingent Earn-Out Consideration | NOTE 5. CONTINGENT EARN-OUT CONSIDERATION The following table provides a reconciliation of our Level 3 earn-out liabilities for the three months ended March 31, 2023: Balance, December 31, 2022 $ 3,640 Change in fair value of earn-out liabilities 80 Balance, March 31, 2023 $ 3,720 The current portion of contingent earn-out liabilities is included in Other-current liabilities and the non-current portion is included in Other long-term liabilities on the Condensed Consolidated Balance Sheet. As of March 31, 2023 , the current portion was $ 3,460 and the non-current portion was $ 260 . During t he three months ended March 31, 2023 , we reassessed the estimate of the earn-out liabilities which resulted in a net increase of $ 80 recorded in Other expense within the Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2023. One of the milestones associated with the Additive Orthopaedics acquisition and included in Accrued expenses as of December 31, 2022 was paid in cash during the three months ended March 31, 2023 . Three project milestones associated with the Disior acquisition, totaling $ 5,000 and completed during 2022 remain included in Accrued expenses on the Condensed Consolidated Balance Sheet as of March 31, 2023. For additional information on the Additive Orthopaedics acquisition refer to Note 3 to our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 6. DEBT Long-term debt as of March 31, 2023 and December 31, 2022 consists of the following: March 31, 2023 December 31, 2022 MidCap Term Loan $ 30,000 $ 30,000 Zions Term Loan 15,413 15,573 Bank of Ireland Note Payable 50 86 45,463 45,659 Less: deferred issuance costs ( 2,569 ) ( 2,749 ) Total debt, net of issuance costs 42,894 42,910 Less: current portion ( 690 ) ( 728 ) Long-term debt, net, less current maturities $ 42,204 $ 42,182 MidCap Credit Agreements On May 6, 2021, the Company entered into a new credit agreement with MidCap Financial Trust to provide a total of $ 70,000 including up to a $ 30,000 revolving loan (“MidCap Revolving Loan”) and up to a $ 40,000 term loan (“MidCap Term Loan”), secured by substantially all the Company’s assets (“MidCap Credit Agreements”). The MidCap Term Loan was comprised of two tranches, the first of which provided a commitment amount of $ 10,000 , and the second a commitment of $ 30,000 . The MidCap Term Loan and Midcap Revolving Loan bore a variable interest rate of LIBOR plus 6 % and LIBOR plus 3 %, respectively, and mature on the earlier of May 1, 2026 or a change in control event (the "Termination Date"). The entire principal balances of the MidCap Revolving Loan and MidCap Term Loan are due on the Termination Date. Interest payments are payable monthly with optional principal prepayments allowed under the MidCap Credit Agreements. The Midcap Credit Agreements required us to maintain minimum net product sales and minimum consolidated EBITDA, (each term as defined in the Midcap Credit Agreements), for the preceding twelve month period. On November 9, 2022, the Company entered into an amendment to the MidCap Credit Agreements. The amendment to the Midcap Revolving Loan provides up to $ 50,000 in total borrowing capacity. The MidCap amendments modified the MidCap Credit Agreements to include provisions related to the transition from the LIBOR Interest Rate plus Applicable Margin to the SOFR Interest Rate plus Applicable Margin, maintaining the Applicable Margin of 6 % under the MidCap Term Loan and increasing the Applicable Margin from 3 % to 3.75 % under the Midcap Revolving Loan. In addition, the MidCap amendments amended certain covenants, terms and provisions in the Midcap Credit Agreements to, among other things, modify the covenant levels for the Minimum Net Product Sales financial covenant and to remove the Minimum Consolidated EBITDA financial covenant. As of March 31, 2023 , the Company was in compliance with all financial covenants under the amended Midcap Credit Agreements. Total debt issuance costs associated with the MidCap Credit Agreements were $ 2,337 . Amortization expense associated with such debt issuance costs totaled $ 184 and $ 71 , for the three months ended March 31, 2023 and 2022, respectively, and is included in Interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Zions Term Loan Facility On March 24, 2022, the Company entered into a secured term loan facility (the “Zions Facility”) with Zions Bancorporation, N.A., dba Vectra Bank Colorado, in the principal amount of $ 16,000 . The loans under the Zions Facility (i) bear interest at a variable rate per annum equal to the sum of (a) a one-month Term SOFR based rate, plus (b) 1.75 %, adjusted on a monthly basis and (ii) mature on March 24, 2037 . Principal and interest payments are payable monthly , with optional prepayments allowed without premium or penalty. Effective as of November 10, 2022, the Company entered into the First Amendment to the Zions Facility. The amendment to the Zions Facility amends the financial covenants to require the Company to maintain (i) the Liquidity Ratio, if the Cash Flow as of the last day of any quarter measured on a trailing three month basis is less than or equal to $ 0 , and (ii) the Fixed Charge Coverage Ratio which will be calculated as of the last day of each quarter on a trailing four quarter basis, as well as a certain level of Liquidity, if the Cash Flow is greater than $ 0 . In addition, a Net Revenue Growth covenant was added which will be calculated as of the last day of each quarter on a year-over-year basis. As of March 31, 2023 , the Company was in compliance with all financial covenants under the amended Zions Facility. Total debt issuance costs associated with the Zions Facility were $ 232 . Amortization expense associated with such debt issuance costs totaled $ 4 and $ 0 for the three months ended March 31, 2023 and 2022, respectively, and is included in Interest expense on the Consolidated Statements of Operations and Comprehensive Loss. Bank of Ireland Note Payable On June 12, 2020, the Company entered a term loan with Bank of Ireland in a principal amount of $ 474 (the “Bank of Ireland Note Payable”). The Bank of Ireland Note Payable bears an annual interest rate of 4 % and is due in equal monthly installments over a 36 -month period, including interest. The Bank of Ireland Note Payable contains financial and other customary covenants. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 7. STOCKHOLDERS’ EQUITY Under its Amended and Restated Certificate of Incorporation, the Company has a total of 310,000,000 shares of capital stock authorized for issuance, consisting of 300,000,000 shares of common stock, par value of $ 0.01 per share, and 10,000,000 shares of convertible preferred stock, par value of $ 0.01 per share. Common Stock On January 30, 2023, the Company completed an underwritten public offering ("the Offering") of 6,500,000 shares of its common stock at an offering price of $ 17.00 per share, which consisted of 3,750,000 shares of common stock issued and sold by the Company and 2,750,000 shares of common stock sold by certain selling securityholders. On February 17, 2023, the underwriters exercised in full their option to purchase an additional 562,500 shares and 412,500 shares of common stock from the Company and the selling securityholders, respectively. The Company received aggregate net proceeds from the Offering of approximately $ 68,449 after deducting underwriting discounts and commissions and offering expenses payable by the Company. The sel ling securityholders received aggregate net proceeds from the Offering of approximately $ 50,700 after deducting underwriting discounts and commissions. The Company did not receive any of the proceeds from the sale of shares of Common Stock by the selling securityholders. Treasury Stock The Company did no t purchase any of its common stock during the three months ended March 31, 2023 and 2022 . All previously repurchased shares were recorded in Treasury stock at cost. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 8. LOSS PER SHARE Basic net loss per share is computed by dividing net loss attributable to common stockholders (the numerator) by the weighted average number of common stock outstanding for the period (the denominator). Diluted net income per share of common stock attributable to common stockholders is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period adjusted for the dilutive effects of common stock equivalents using the treasury stock method or the method based on the nature of such securities. In periods when losses from operations are reported, the weighted-average number of shares of common stock outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The computation of net loss per share for the three months ended March 31, 2023 and 2022, respectively was as follows: Three Months Ended March 31, 2023 2022 Net loss $ ( 9,052 ) $ ( 9,236 ) Weighted-average common stock outstanding: Basic 80,681,715 76,447,454 Diluted 80,681,715 76,447,454 Loss per share: Basic $ ( 0.11 ) $ ( 0.12 ) Diluted $ ( 0.11 ) $ ( 0.12 ) The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact would have been antidilutive for the period presented: Three Months Ended March 31, 2023 2022 Stock options 6,523,783 7,955,083 Restricted stock units 1,420,135 79,886 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 9. STOCK-BASED COMPENSATION Employee Stock Purchase Plan The Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s Board of Directors on October 8, 2021. The 2021 Plan was adopted by the Company’s stockholders on October 19, 2021 and became effective on the date prior to the date of the effectiveness of the registration statement on Form S-1 filed by the Company. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 1,329,040 shares of the Company’s common stock at 85 % of the market price at the lesser of the date the purchase right is granted or exercisable. The Company currently holds offerings consisting of six month periods commencing on January 1 and July 1 of each calendar year, with a single purchase date at the end of the purchase period on June 30 and December 31 of each calendar year. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by the lesser of 1 % of all classes of the Company’s common stock outstanding on the immediately preceding December 31, or such smaller number of shares as determined by the Company’s Board or the committee. On January 1, 2023, the number of shares reserved and available for issuance for the ESPP was increased by 777,705 shares. As of March 31, 2023 , 2,832,250 shares remained available for issuance. Eligible employees can contribute up to 15 % of their gross base earnings for purchases under the ESPP through regular payroll deductions. Purchase of shares under the ESPP is limited for each employee at $ 25,000 worth of the Company’s shares of common stock (determined using the lesser of (i) the market price of a share of common stock on the first day of an applicable purchase period and (ii) the market price of a share of common stock on the purchase date) for each calendar year in which a purchase right is outstanding. The Company did no t issue any shares upon exercise of purchase rights during the three months ended March 31, 2023 and 2022. The Company recognizes compensation expense on a straight-line basis over the service period. During the three months ended March 31, 2023 and 2022, the Company recognized $ 122 and $ 0 , respectively, of compensation expense related to the ESPP. Below are the assumptions used for the three months ended March 31, 2023 in determining the fair value of shares under the ESPP. There was no offering period during the three months ended March 31, 2022. Three Months Ended March 31, 2023 Expected volatility 60.33 % Expected dividends — Expected term (in years) 0.50 Discount rate 15.00 % Risk-free rate 4.77 % 2021 Incentive Award Plan The 2021 Incentive Award Plan (“2021 Plan”) was adopted by the Company’s Board of Directors on October 8, 2021. The 2021 Plan was adopted by the Company’s stockholders on October 19, 2021 and became effective on the date prior to the date of the effectiveness of the registration statement on Form S-1 filed by the Company. The 2021 Plan authorizes the Company to issue an initial aggregate maximum number of shares of common stock equal to (i) 7,641,979 shares plus (ii) a number of shares that are available for issuance under the 2011 Plan plus (iii) any shares that are subject to 2011 Plan that become available for issuance (via expiration, forfeitures, etc.) plus (iv) an increase commencing on January 1, 2022 and continuing annually on the anniversary thereof through January 1, 2031, equal to the lesser of (a) 5 % of the shares of all classes of the Company’s common stock outstanding on the last day of the immediately preceding calendar year or (b) such smaller number of shares as determined by the Company’s Board or the committee. On January 1, 2023, the number of shares reserved and available for issuance for the 2021 Plan was increased by 3,888,529 shares. As of March 31, 2023 , the Company had reserved 13,497,048 shares of common stock for future grants. Stock Options During the three months ended March 31, 2023 , the Company granted certain contractors of the Company an aggregate of 225,000 time-based options at a weighted average strike price of $ 18.33 During the three months ended March 31, 2022 , the Company granted certain officers and contractors of the Company an aggregate of 154,500 time-based options at a weighted average strike price of $ 15.05 . The Company received cash in the amount o f $ 1,622 an d $ 12 from the exercise of stock options for the three months ended March 31, 2023 and 2022, respectively. The tax benefit from equity options exercised w as $ 376 and $ 3 f or the three months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023 and 2022, the Company recognized $ 1,756 and $ 2,014 , respectively, of compensation expense related to stock options. Stock-based compensation expenses are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The following summarizes the Company’s stock option plan and the activity for the three months ended March 31, 2023. Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding, December 31, 2022 6,538,536 $ 10.02 7.36 Granted 225,000 18.33 Exercised or released ( 223,785 ) 7.25 Forfeited or expired ( 15,968 ) 16.51 Outstanding, March 31, 2023 6,523,783 $ 10.38 7.19 Exercisable, March 31, 2023 3,950,421 $ 7.54 6.56 Vested and expected to vest at March 31, 2023 6,514,442 $ 10.37 7.19 The aggregate intrinsic value of the options outstanding as of March 31, 2023 is $ 43,972 . The aggregate intrinsic value of exercisable options as of March 31, 2023 is $ 37,648 . The aggregate intrinsic value of options exercised during the three months ended March 31, 2023 is $ 2,557 . The weighted average fair value of options granted during the three months ended March 31, 2023 and 2022 was $ 11.79 and $ 8.25 , respectively, on the dates of grant. As of March 31, 2023, there was approximately $ 19,102 total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over a weighted average period of 2.72 years. Below are the assumptions used for the three months ended March 31, 2023 and 2022 in determining the fair value of each option award: Three Months Ended March 31, 2023 2022 Expected volatility 66.20 % 57.00 % Expected dividends — — Expected term (in years) 6.25 6.25 Risk-free rate 4.11 % 1.69 % Restricted Stock Units Restricted Stock Units (“RSUs”) granted under the 2021 Plan have a ten-year contractual term and typically vest over a three or four-year period, contingent upo n continued service with the Company. During the three months ended March 31, 2023 , 458,970 RSUs were granted to certain officers and employees of the Company. During the three months ended March 31, 2022, no RSUs were granted. All RSUs granted in 2023 were time-based awards. RSU activity under the 2021 Plan is as follows for the three months ended March 31, 2023: Restricted Stock Units Weighted-Average Fair Value Outstanding, December 31, 2022 964,054 $ 17.74 Granted 458,970 17.88 Vested ― ― Forfeited or expired ( 2,889 ) 17.82 Outstanding, March 31, 2023 1,420,135 $ 17.79 Vested and expected to vest at March 31, 2023 1,401,121 $ 17.78 During the three months ended March 31, 2023 and 2022, the Company recogni zed $ 1,426 a nd $ 108 , respectively, of compensation expense related to RSUs. Stock-based compensation expenses are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. As of March 31, 2023 , there was approximately $ 22,109 total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted average period of 3.59 years. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | NOTE 10. EMPLOYEE BENEFIT PLAN The Company sponsors a defined contribution plan for eligible employees who are 21 years of age with three months of service can voluntarily contribute up to 100 % of their eligible compensation. The Company has elected a Safe Harbor plan in which the Company must contribute 3 % of eligible compensation. In addition, the Company may make discretionary contributions which are determined and authorized by the Board of Directors each plan year. The Company made contributions to its employee benefit plan of $ 313 and $ 213 for the three months ended March 31, 2023 and 2022 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11. INCOME TAXES The effective tax rates for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 2022 Effective tax rate 0.778 % ( 0.356 %) For the three months ended March 31, 2023 and 2022 , the Company recorded an income tax benefit of $ 71 and income tax expense of $ 32 , respectively. The Company’s 2023 and 2022 income tax expense and rates differed from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of the U.S., Finland, U.K., Germany and Italy jurisdictions that have a full valuation allowance recorded on deferred tax assets. In addition, the tax rate is lower than the U.S. statutory federal tax rate as a result of foreign earnings that are taxed at lower tax rates. The Company continues to monitor the realization of its deferred tax assets and assesses the need for a valuation allowance. The Company analyzes available positive and negative evidence to determine if a valuation allowance is needed based on the weight of the evidence. This objectively verifiable evidence includes the current & prior two years' profit and loss positions after considering pre-tax book income plus or minus permanent adjustments as well as other positive & negative evidence available. This process requires management to make estimates, assumptions, and judgments that are uncertain in nature. The Company has established a valuation allowance with respect to deferred tax assets in the U.S., Finland, U.K., Germany, and Italy and continues to monitor and assess potential valuation allowances in all its jurisdictions. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12. COMMITMENTS AND CONTINGENCIES Legal Proceedings We are involved in various lawsuits, claims, inquiries, and other regulatory and compliance matters, most of which are routine to the nature of our business. When it is probable that a loss will be incurred and where a range of the loss can be reasonably estimated, the best estimate within the range is accrued. When the best estimate within the range cannot be determined, the low end of the range is accrued. The ultimate resolution of these claims could affect future results of operations should our exposure be materially different from our estimates or should liabilities be incurred that were not previously accrued. Potential insurance reimbursements are not offset against potential liabilities. On November 28, 2022, the Company entered into a settlement agreement with Stryker Corp. to settle two complaints filed against the Company and any Company counter claims for a total amount of $ 26,000 paid by the Company to Stryker Corp (the “Settlement Amount”). The Settlement Amount was scheduled to be paid by the Company in three separate installments consisting of: (i) $ 5,000 on or by December 16, 2022, (ii) $ 8,000 at any time between January 1, 2023 and January 16, 2023, and (iii) $ 13,000 at any time between April 1, 2023 and April 17, 2023. As of March 31, 2023, the Company remitted payment on the first and second installments of $ 5,000 and $ 8,000 , respectively, and subsequent to quarter end, the Company remitted the third and final payment of $ 13,000 on April 14, 2023. For additional information refer to Note 14 of our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13. RELATED PARTY TRANSACTIONS The Company has a license agreement dated July 1, 2017 for certain intellectual property with an entity that is affiliated with one of the directors of the Company, under which the Company pays a royalty of four percent ( 4 %) of net revenue related to the licensed intellectual property for the 15 years following the date of first sale, including a minimum annual payment of $ 250 . The term of the agreement is 20 years and it automatically renews for five-year periods thereafter. Payments to the entity under this license agreement totaled $ 45 and $ 163 for the three months ended March 31, 2023 and 2022, respectively. Amounts payable to this entity as of March 31, 2023 and December 31, 2022 were $ 187 and $ 164 , respectively. The Company paid professional services fees to a related party totaling $ 0 and $ 125 for the three months ended March 31, 2023 and 2022, respectively, and such fees are included in Selling, general, and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Amounts payable as of March 31, 2023 and December 31, 2022 to this related party were $ 115 and $ 0 , respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | NOTE 14. SEGMENT AND GEOGRAPHIC INFORMATION The following table represents total net revenue by geographic area, based on the location of the customer for the three months ended March 31, 2023 and 2022, respectively. Three Months Ended March 31, 2023 2022 United States $ 44,981 $ 36,023 International 7,055 5,348 Total net revenue $ 52,036 $ 41,371 No individual country with net revenue originating outside of the United States accounted for more than 10% of consolidated net revenue for three months ended March 31, 2023 and 2022. The following table represents total non-current assets, excluding deferred taxes, by geographic area as of March 31, 2023 and December 31, 2022, respectively. March 31, 2023 December 31, 2022 United States $ 83,431 $ 79,458 Finland 25,447 25,581 Other International 7,231 6,546 Total assets $ 116,109 $ 111,585 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of Paragon 28, Inc. and its subsidiaries, all of which are wholly-owned. The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information required by U.S. GAAP for complete financial statements. The interim Condensed Consolidated Financial Statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair representation of the results for the periods presented and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2022, which include a complete set of footnote disclosures, including our significant accounting policies. The audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2022 are included in the Company’s Annual filing on Form 10-K filed with the SEC on March 2, 2023. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity 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 period. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in the Company’s Condensed Consolidated Financial Statements. Significant items subject to such estimates and assumptions include the determination of the collectability of trade receivables, inventory obsolescence, impairment of long-lived assets, recoverability of goodwill and intangible assets, contingent earn-out liabilities, income taxes and stock-based compensation. |
Foreign Currency Translation | Foreign Currency Translation The Condensed Consolidated Financial Statements are presented in U.S. dollars. The Company’s non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than the U.S. dollar, generally the currency of the country in which such subsidiaries are domiciled. Such subsidiaries’ assets and liabilities are translated into U.S. dollars at quarter-end exchange rates, while revenue and expenses are translated at average exchange rates during the quarter based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary’s functional currency to U.S. dollars are reported in Accumulated Other Comprehensive Loss, net of tax. |
Business Combinations | Business Combinations We allocate the purchase consideration to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of the acquisition. The excess of the fair value of the purchase consideration over the fair value of the identifiable assets and liabilities, if any, is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies including the income approach, the cost approach, and the market approach. Significant assumptions used in those methodologies include, but are not limited to, the expected values of the underlying metric, the systematic risk embedded in the underlying metric, the volatility of the underlying metric, the risk-free rate, and the counterparty risk. The use of different valuation methodologies and assumptions is highly subjective and inherently uncertain and, as a result, actual results may differ materially from estimates. |
Trade Receivables, Less Allowance for Doubtful Accounts | Trade Receivables, Less Allowance for Doubtful Accounts The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. As of March 31, 2023 and December 31, 2022 , the allowance for doubtful accounts was not material. |
Inventories, Net | Inventories, Net The Company estimates a reserve for obsolete and slow-moving inventory based on current inventory levels, historical sales and future projected demand. Charges (benefit) for excess and obsolete inventory are included in Cost of goods sold and were $ 293 and $( 643 ) for the three months ended March 31, 2023 and 2022 , respectively. The inventory reserve was $ 17,117 and $ 16,804 as of March 31, 2023 and December 31, 2022 , respectively. |
Intangibles | Intangibles The costs associated with applying for patents and trademarks are capitalized. Patents are amortized on a straight-line basis over the lesser of the patent’s economic or legal life, which is seventeen years . Costs associated with capitalized patents include third-party attorney fees and other third-party fees as well as costs related to the following: the preparation of patent applications, government filings and registration fees, drawings, computer searches, and translations related to specific patents. Trademarks that are anticipated to be renewed every ten years have an indefinite life and are not amortized but tested for impairment annually. Once it is determined a trademark will no longer be renewed, the trademark is amortized over the remainder of the trademark’s registration period. Customer relationships are amortized over an estimated useful life of three to seven years on a straight-line basis. Other intangibles, which mainly consist of noncompete arrangements, are amortized over an estimated useful life of three years on a straight-line basis. Developed technology is amortized over an estimated useful life of twelve years on a straight-line basis. Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If the asset’s carrying value is determined to not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charges were recorded in any of the periods presented. Indefinite-lived trademark assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company can elect to first apply the optional qualitative impairment assessment to determine whether the indefinite-lived intangible asset is more-likely-than-not impaired. If, on the basis of the qualitative impairment assessment, an entity asserts that it is more likely than not that the indefinite-lived intangible asset is impaired, the Company would be required to calculate the fair value of the asset for an impairment test. Impairment loss is recognized if the carrying amount of the asset exceeds its fair value. A qualitative assessment considers macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, and company specific factors such as trends in revenue generating activities, and merger or acquisition activity. If the Company elects to bypass qualitatively assessing its indefinite-lived intangible assets, or it is not more likely than not that the fair value of the intangible asset exceeds its carrying value, management estimates the fair value of the intangible asset and compares it to the carrying value. The estimated fair value of the intangible asset is established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and cash flows of the intangible asset or assets. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price as compared to the fair value of net assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually or when indications of impairment exist. We can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. Impairment exists when the carrying amount, including goodwill, of the reporting unit exceeds its fair value, resulting in an impairment charge for this excess (not to exceed the carrying amount of the goodwill). Our annual impairment testing date is October 1. The impairment, if determined, is recorded within Operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss in the period the determination is made. There were no impairments recorded during the periods presented. |
Contingent Earn-Out Consideration | Contingent Earn-out Consideration Business combinations may include contingent earn-out consideration as part of the purchase price under which the Company will make future payments to the seller upon the achievement of certain milestones. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments and is subsequently remeasured at each balance sheet date. Two methodologies may be considered in the valuation: the scenario-based model (“SBM”) and Monte Carlo simulation. The SBM relies on multiple outcomes to estimate the likelihood of future payoff of the contingent consideration. The resulting earnout payoff is then probability-weighted and discounted at an appropriate risk adjusted rate in order to arrive at the present value of the expected earnout payment. The Monte Carlo simulation is used to value the non-linear contingent considerations based on projected financial metrics. Each trial of the Monte Carlo simulation draws a value from the assumed distribution for the underlying metric. The earnout payoff for each simulation trial is calculated based on that particular simulated path for the underlying metrics and then discounted to present value using the risk-free rate, adjusted for counterparty credit risk. The value of the earnout is estimated as the average value from all simulation trials. The fair value estimates use unobservable inputs that reflect our own assumptions as to the ability of the acquired business to meet the targeted benchmarks and discount rates used in the calculations. The unobservable inputs are defined in ASC Topic 820, “Fair Value Measurements and Disclosures,” as Level 3 inputs. We review the probabilities of achievement of the earnout milestones to determine impact on the fair value of the earnout consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contractual limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are recorded in Other expense in the Consolidated Statements of Operations and Comprehensive Loss and are reflected in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in our operating results. |
Revenue Recognition | Revenue Recognition Re venue is recorded, net of estimated losses for bad debts, when our performance obligation is satisfied which is when our customers take title of the product, and typically when the product is used in surgery. As such, the timing of revenue recognition may differ from the timing of invoicing to our customers. We have recorded unbilled accounts receivable related to this timing difference of $ 3,657 and $ 4,511 as of March 31, 2023 and December 31, 2022 , respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2016-13 effective January 1, 2023 . The adoption of this guidance did not have a significant impact on the Company's Condensed Consolidated Financial Statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2019-12 effective January 1, 2023 . The adoption of this guidance did not have a significant impact on the Company's Condensed Consolidated Financial Statements and related disclosures. |
Business Combination (Tables)
Business Combination (Tables) - Disior LTD. | 3 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of Purchase Consideration Transferred | The following table summarizes the purchase price: Consideration paid Cash consideration $ 19,696 Contingent consideration 6,550 Total consideration $ 26,246 |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the Disior Acquisition Date: Assets acquired: Cash and cash equivalents $ 1,192 Other current assets 410 Intangible assets 6,800 Goodwill 19,136 Total assets acquired 27,538 Liabilities assumed: Accruals and other current liabilities 615 Deferred tax liabilities, net 677 Total liabilities assumed 1,292 Net assets acquired $ 26,246 |
Useful Life Determination of Assets | The useful life on intangible assets was determined by management to be in line with the Company’s policy on intangible assets. Both determinations are outlined in the table below: Fair Value Estimated Useful Life Developed technology $ 6,400 12 Tradenames 400 Indefinite $ 6,800 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets as of March 31, 2023 were as follows: Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks and tradenames, indefinite-lived Indefinite $ 921 $ — $ 921 Patents, definite-lived 18 6,906 2,439 4,467 Customer relationships 3 - 7 1,733 352 1,381 Developed technology 12 17,690 2,333 15,356 Other intangibles 3 30 18 12 Total intangible assets, net $ 27,280 $ 5,142 $ 22,137 Intangible assets as of December 31, 2022, were as follows: Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks, indefinite-lived Indefinite $ 901 $ — $ 901 Patents, definite-lived 16.5 6,671 2,370 4,301 Customer relationships 3 - 7 1,733 279 1,454 Developed technology 12 17,690 1,973 15,717 Other intangibles 3 30 16 14 Total intangible assets, net $ 27,025 $ 4,638 $ 22,387 |
Schedule of Expected Future Amortization Expense | Expected future amortization expense is as follows: 2023 $ 1,515 2024 1,966 2025 1,926 2026 1,926 2027 1,925 |
Contingent Earn-Out Considera_2
Contingent Earn-Out Consideration (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Reconciliation Level 3 Earn-out Liabilities | The following table provides a reconciliation of our Level 3 earn-out liabilities for the three months ended March 31, 2023: Balance, December 31, 2022 $ 3,640 Change in fair value of earn-out liabilities 80 Balance, March 31, 2023 $ 3,720 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt as of March 31, 2023 and December 31, 2022 consists of the following: March 31, 2023 December 31, 2022 MidCap Term Loan $ 30,000 $ 30,000 Zions Term Loan 15,413 15,573 Bank of Ireland Note Payable 50 86 45,463 45,659 Less: deferred issuance costs ( 2,569 ) ( 2,749 ) Total debt, net of issuance costs 42,894 42,910 Less: current portion ( 690 ) ( 728 ) Long-term debt, net, less current maturities $ 42,204 $ 42,182 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Net Loss Per Share | The computation of net loss per share for the three months ended March 31, 2023 and 2022, respectively was as follows: Three Months Ended March 31, 2023 2022 Net loss $ ( 9,052 ) $ ( 9,236 ) Weighted-average common stock outstanding: Basic 80,681,715 76,447,454 Diluted 80,681,715 76,447,454 Loss per share: Basic $ ( 0.11 ) $ ( 0.12 ) Diluted $ ( 0.11 ) $ ( 0.12 ) |
Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact would have been antidilutive for the period presented: Three Months Ended March 31, 2023 2022 Stock options 6,523,783 7,955,083 Restricted stock units 1,420,135 79,886 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Assumptions used in Determining Fair Value of Employee Stock Purchase Plan | Below are the assumptions used for the three months ended March 31, 2023 in determining the fair value of shares under the ESPP. There was no offering period during the three months ended March 31, 2022. Three Months Ended March 31, 2023 Expected volatility 60.33 % Expected dividends — Expected term (in years) 0.50 Discount rate 15.00 % Risk-free rate 4.77 % |
Assumptions used in Determining Fair Value of Stock Options | Below are the assumptions used for the three months ended March 31, 2023 and 2022 in determining the fair value of each option award: Three Months Ended March 31, 2023 2022 Expected volatility 66.20 % 57.00 % Expected dividends — — Expected term (in years) 6.25 6.25 Risk-free rate 4.11 % 1.69 % |
Summary of Stock Option Activity | The following summarizes the Company’s stock option plan and the activity for the three months ended March 31, 2023. Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding, December 31, 2022 6,538,536 $ 10.02 7.36 Granted 225,000 18.33 Exercised or released ( 223,785 ) 7.25 Forfeited or expired ( 15,968 ) 16.51 Outstanding, March 31, 2023 6,523,783 $ 10.38 7.19 Exercisable, March 31, 2023 3,950,421 $ 7.54 6.56 Vested and expected to vest at March 31, 2023 6,514,442 $ 10.37 7.19 |
2021 Plans | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of RSU Activity | RSU activity under the 2021 Plan is as follows for the three months ended March 31, 2023: Restricted Stock Units Weighted-Average Fair Value Outstanding, December 31, 2022 964,054 $ 17.74 Granted 458,970 17.88 Vested ― ― Forfeited or expired ( 2,889 ) 17.82 Outstanding, March 31, 2023 1,420,135 $ 17.79 Vested and expected to vest at March 31, 2023 1,401,121 $ 17.78 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Tax Rates | The effective tax rates for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 2022 Effective tax rate 0.778 % ( 0.356 %) |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Total Net Revenue by Geographic Area | The following table represents total net revenue by geographic area, based on the location of the customer for the three months ended March 31, 2023 and 2022, respectively. Three Months Ended March 31, 2023 2022 United States $ 44,981 $ 36,023 International 7,055 5,348 Total net revenue $ 52,036 $ 41,371 |
Schedule of Total Non-current Assets, Excluding Deferred Taxes, by Geographic Area | The following table represents total non-current assets, excluding deferred taxes, by geographic area as of March 31, 2023 and December 31, 2022, respectively. March 31, 2023 December 31, 2022 United States $ 83,431 $ 79,458 Finland 25,447 25,581 Other International 7,231 6,546 Total assets $ 116,109 $ 111,585 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible asset, finite-lived | $ 0 | $ 0 | |
Impairment of goodwill | 0 | $ 0 | 0 |
Charges (benefit) for excess and obsolete inventory included in cost of goods sold | 293,000 | $ (643,000) | |
Inventory reserve | 17,117,000 | 16,804,000 | |
Unbilled accounts receivable | $ 3,657,000 | $ 4,511,000 | |
ASU 2016-13 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU 2019-12 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 17 years | ||
Developed Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 12 years | 12 years | |
Customer Relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | 3 years | |
Customer Relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 7 years | 7 years | |
Other Intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | 3 years |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 10, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 18,201,000 | |||
Proceeds from revolving credit facility | $ 20,000,000 | |||
Disior LTD. | ||||
Business Acquisition [Line Items] | ||||
Acquired percentage | 100% | |||
Aggregate purchase price of acquisition | $ 26,246,000 | |||
Contingent earn-out consideration, estimated fair value | 6,550,000 | |||
Net working capital adjustments and deferred payments, net payable | 222,000 | |||
Cash consideration | 19,696,000 | |||
Maximum earn out payment | 8,000,000 | |||
Acquisition related costs | $ 0 | |||
Disior LTD. | Measurement Period Adjustments | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price of acquisition | 26,246,000 | |||
Disior LTD. | Term Loan | ||||
Business Acquisition [Line Items] | ||||
Proceeds from revolving credit facility | $ 20,000,000 | |||
Disior LTD. | Selling, General, and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 761,000 |
Business Combination - Summary
Business Combination - Summary of Purchase Consideration Transferred (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 10, 2022 | Mar. 31, 2022 | |
Consideration paid | ||
Cash consideration | $ 18,201 | |
Disior LTD. | ||
Consideration paid | ||
Cash consideration | $ 19,696 | |
Contingent consideration | 6,550 | |
Total consideration | $ 26,246 |
Business Combination - Summar_2
Business Combination - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 10, 2022 |
Assets acquired: | |||
Goodwill | $ 25,465 | $ 25,465 | |
Disior LTD. | |||
Assets acquired: | |||
Cash and cash equivalents | $ 1,192 | ||
Other current assets | 410 | ||
Intangible assets | 6,800 | ||
Goodwill | 19,136 | ||
Total assets acquired | 27,538 | ||
Liabilities assumed: | |||
Accruals and other current liabilities | 615 | ||
Deferred tax liabilities, net | 677 | ||
Total liabilities assumed | 1,292 | ||
Net assets acquired | $ 26,246 |
Business Combination - Useful L
Business Combination - Useful Life Determination of Assets (Details) - Disior LTD. $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Fair Value | $ 6,800 |
Developed Technology | |
Business Acquisition [Line Items] | |
Fair Value | $ 6,400 |
Estimated Useful Life (in years) | 12 years |
Tradenames | |
Business Acquisition [Line Items] | |
Fair Value | $ 400 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 25,465,000 | $ 25,465,000 | |
Impairment charges related to intangibles | 0 | $ 0 | |
Impairment charges related to goodwill | 0 | 0 | $ 0 |
Selling, General, and Administrative Expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 503,000 | $ 771,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | $ 27,280 | $ 27,025 |
Accumulated Amortization | 5,142 | 4,638 |
Net Carrying Amount | 22,137 | 22,387 |
Trademarks and Tradenames, Indefinite-Lived | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Net Carrying Amount | $ 921 | $ 901 |
Patents, Definite-Lived | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 18 years | 16 years 6 months |
Gross Carrying Amount | $ 6,906 | $ 6,671 |
Accumulated Amortization | 2,439 | 2,370 |
Net Carrying Amount | 4,467 | 4,301 |
Customer Relationships | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 1,733 | 1,733 |
Accumulated Amortization | 352 | 279 |
Net Carrying Amount | $ 1,381 | $ 1,454 |
Customer Relationships | Minimum | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Customer Relationships | Maximum | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 7 years | 7 years |
Developed Technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 12 years | 12 years |
Gross Carrying Amount | $ 17,690 | $ 17,690 |
Accumulated Amortization | 2,333 | 1,973 |
Net Carrying Amount | $ 15,356 | $ 15,717 |
Other Intangibles | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Gross Carrying Amount | $ 30 | $ 30 |
Accumulated Amortization | 18 | 16 |
Net Carrying Amount | $ 12 | $ 14 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 1,515 |
2024 | 1,966 |
2025 | 1,926 |
2026 | 1,926 |
2027 | $ 1,925 |
Contingent Earn-Out Considera_3
Contingent Earn-Out Consideration - Schedule of Reconciliation of Level 3 Earn-Out Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 10, 2022 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Beginning Balance | $ 3,640 | |
Change in fair value of earnout liabilities | 80 | |
Ending Balance | $ 3,720 | |
Disior LTD. | ||
Business Acquisition [Line Items] | ||
Acquisition date fair value of earn-out liabilities | $ 6,550 |
Contingent Earn-Out Considera_4
Contingent Earn-Out Consideration - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
Contingent earn-out liability, current | $ 3,460 |
Contingent earn-out liability, Non current | 260 |
Net increase (decrease) in estimate of earn-out liabilities | 80 |
Accrued Expenses | |
Business Acquisition, Contingent Consideration [Line Items] | |
Achieved milestones reclassified to accrued expenses | $ 5,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt, gross amount | $ 45,463 | $ 45,659 |
Less: deferred issuance costs | (2,569) | (2,749) |
Total debt, net of issuance costs | 42,894 | 42,910 |
Less: current portion | (690) | (728) |
Long-term debt net, less current maturities | 42,204 | 42,182 |
MidCap Term Loan | ||
Debt Instrument [Line Items] | ||
Debt, gross amount | 30,000 | 30,000 |
Bank of Ireland Note Payable | ||
Debt Instrument [Line Items] | ||
Debt, gross amount | 50 | 86 |
Zions Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt, gross amount | $ 15,413 | $ 15,573 |
Debt - MidCap Credit Agreements
Debt - MidCap Credit Agreements - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Nov. 09, 2022 | May 06, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Debt, gross amount | $ 45,463,000 | $ 45,659,000 | |||
Total debt issuance costs | 2,569,000 | $ 2,749,000 | |||
MidCap Credit Agreements | |||||
Debt Instrument [Line Items] | |||||
Debt, gross amount | $ 70,000,000 | ||||
Debt issuance cost before amortization | 2,337,000 | ||||
MidCap Credit Agreements | Interest Expense | |||||
Debt Instrument [Line Items] | |||||
Amortization expense | $ 184,000 | $ 71,000 | |||
MidCap Credit Agreements | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt, gross amount | $ 40,000,000 | ||||
Expiration date | May 01, 2026 | ||||
MidCap Credit Agreements | Term Loan | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 6% | ||||
MidCap Credit Agreements | Term Loan | SOFR | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 6% | ||||
MidCap Credit Agreements | Term Loan, First Commitment | |||||
Debt Instrument [Line Items] | |||||
Debt, gross amount | $ 10,000,000 | ||||
MidCap Credit Agreements | Term Loan, Second Commitment | |||||
Debt Instrument [Line Items] | |||||
Debt, gross amount | 30,000,000 | ||||
MidCap Credit Agreements | Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Total borrowing capacity | $ 50,000,000 | $ 30,000,000 | |||
Expiration date | May 01, 2026 | ||||
MidCap Credit Agreements | Revolving Loan | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 3% | 3% | |||
MidCap Credit Agreements | Revolving Loan | SOFR | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 3.75% |
Debt - Zions Term Loan Facility
Debt - Zions Term Loan Facility - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Nov. 10, 2022 | Mar. 24, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Line Of Credit Facility [Line Items] | |||||
Total debt issuance costs | $ 2,569,000 | $ 2,749,000 | |||
Secured Term Loan Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Principal amount | $ 16,000,000 | ||||
Maturity date | Mar. 24, 2037 | ||||
Debt, frequency of payment | monthly | ||||
Threshold amount of operating cash flow to calculate liquidity ratio | $ 0 | $ 0 | |||
Threshold Amount of Operating Cash Flow to Calculate Fixed Charge Coverage Ratio | $ 0 | ||||
Amortization of debt issuance costs | 4,000 | ||||
Secured Term Loan Facility | SOFR | |||||
Line Of Credit Facility [Line Items] | |||||
Variable interest rate | 1.75% | ||||
Zions Facility [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Total debt issuance costs | $ 232,000 |
Debt - Bank of Ireland Note Pay
Debt - Bank of Ireland Note Payable - Additional Information (Details) - Bank of Ireland Note Payable - USD ($) | 3 Months Ended | |
Jun. 12, 2020 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Principal amount | $ 474,000 | |
Interest rate | 4% | |
Debt, frequency of payment | monthly | |
Debt instrument term | 36 months | |
Debt payment terms | The Bank of Ireland Note Payable bears an annual interest rate of 4% and is due in equal monthly installments over a 36-month period, including interest. |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Jan. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 08, 2021 | |
Class of Stock [Line Items] | |||||
Options reserved for future grant | 310,000,000 | ||||
Common stock share authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Convertible preferred stock, authorized | 10,000,000 | ||||
Convertible preferred stock, par value | $ 0.01 | ||||
Net proceeds after deducting underwriting discounts and commissions | $ 68,449 | $ 68,449 | |||
Treasury stock repurchase shares | 0 | 0 | |||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of aggregate issued | 6,500,000 | 4,312,500 | |||
Price per share | $ 17 | ||||
Shares sold by Company | Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares issued and sold | 3,750,000 | ||||
Selling securityholders | |||||
Class of Stock [Line Items] | |||||
Net proceeds after deducting underwriting discounts and commissions | $ 50,700 | ||||
Selling securityholders | Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares issued and sold | 2,750,000 | ||||
Underwriters Option to Purchase Additional Shares | Maximum | |||||
Class of Stock [Line Items] | |||||
Number of shares issued and sold | 562,500 | ||||
Underwriters Option to Purchase Additional Shares | Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares issued and sold | 412,500 |
Loss Per Share - Summary of Com
Loss Per Share - Summary of Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss attributable to common stockholders | ||
Net loss | $ (9,052) | $ (9,236) |
Weighted-average common stock outstanding: | ||
Basic | 80,681,715 | 76,447,454 |
Diluted | 80,681,715 | 76,447,454 |
Loss per share, Basic: | ||
Basic | $ (0.11) | $ (0.12) |
Loss per share, Diluted: | ||
Diluted | $ (0.11) | $ (0.12) |
Loss Per Share - Summary of Pot
Loss Per Share - Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of dilutive net loss per share | 6,523,783 | 7,955,083 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of dilutive net loss per share | 1,420,135 | 79,886 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Jan. 01, 2023 | Oct. 19, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 08, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options granted | 225,000 | |||||
Offering period | 0 | |||||
Options reserved for future grants | 310,000,000 | |||||
Employee contribution percentage | 100% | |||||
Cash received from exercise of stock options | $ 1,622 | $ 12 | ||||
Weighted average strike price | $ 10.38 | $ 10.02 | ||||
Time-based Stock Options | Certain Officers and Contractors | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options granted | 225,000 | 154,500 | ||||
Weighted average strike price | $ 18.33 | $ 15.05 | ||||
Stock Options | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Compensation expense | $ 1,756 | $ 2,014 | ||||
Cash received from exercise of stock options | 1,622 | 12 | ||||
Tax benefit from equity options exercised | 376 | $ 3 | ||||
Aggregate intrinsic value of options outstanding | 43,972 | |||||
Aggregate intrinsic value of exercisable options | 37,648 | |||||
Aggregate intrinsic value of options exercised | $ 2,557 | |||||
Weighted average fair value of options granted | $ 11.79 | $ 8.25 | ||||
Total unrecognized compensation cost related to non-vested stock awards | $ 19,102 | |||||
Total unrecognized compensation cost related to non-vested stock awards, weighted average recognition period | 2 years 8 months 19 days | |||||
Restricted Stock Units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Compensation expense | $ 1,426 | $ 108 | ||||
Total unrecognized compensation cost related to non-vested stock awards | $ 22,109 | |||||
Total unrecognized compensation cost related to non-vested stock awards, weighted average recognition period | 3 years 7 months 2 days | |||||
2021 Plans | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options reserved for future grants | 13,497,048 | |||||
Percentage of shares issued from outstanding number of shares | 5% | |||||
Number of shares reserved and available for issuance increase (decrease) | 3,888,529 | |||||
2021 Plans | Restricted Stock Units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Contractual term | 10 years | |||||
Vesting, description | Restricted Stock Units (“RSUs”) granted under the 2021 Plan have a ten-year contractual term and typically vest over a three or four-year period, contingent upon continued service with the Company. | |||||
Number of shares granted | 458,970 | 0 | ||||
Forfeited | 2,889 | |||||
Employee Stock Purchase Plan | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options permitted to grant | 1,329,040 | |||||
Shares issued | 0 | 0 | ||||
Shares available for issuance | 2,832,250 | |||||
Percentage of shares issued from outstanding number of shares | 1% | |||||
Number of shares reserved and available for issuance increase (decrease) | 777,705 | |||||
Compensation expense | $ 122 | $ 0 | ||||
Employee contribution percentage | 15% | |||||
Market price of shares authorized percentage | 85% | |||||
Maximum purchase value of shares available for each employee | $ 25,000 | |||||
Minimum | 2021 Plans | Restricted Stock Units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Maximum | 2021 Plans | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options permitted to grant | 7,641,979 | |||||
Maximum | 2021 Plans | Restricted Stock Units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
Stock Based Compensation - Assu
Stock Based Compensation - Assumptions used in Determining Fair Value (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Stock Purchase Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 60.33% | |
Expected dividends | 0% | |
Expected term (in years) | 6 months | |
Discount rate | 15% | |
Risk-free rate | 4.77% | |
Stock Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 66.20% | 57% |
Expected dividends | 0% | 0% |
Expected term (in years) | 6 years 3 months | 6 years 3 months |
Risk-free rate | 4.11% | 1.69% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Shares Outstanding, Beginning Balance | 6,538,536 | |
Shares, Granted | 225,000 | |
Shares, Exercised or Released | (223,785) | |
Shares, Forfeited or Expired | (15,968) | |
Shares Outstanding, Ending Balance | 6,523,783 | 6,538,536 |
Shares, Exercisable | 3,950,421 | |
Shares, Vested and Expected To Vest | 6,514,442 | |
Weighted-Average Exercise Price, Beginning Balance | $ 10.02 | |
Weighted-Average Exercise Price, Granted | 18.33 | |
Weighted-Average Exercise Price, Exercised or Released | 7.25 | |
Weighted-Average Exercise Price, Forfeited or Expired | 16.51 | |
Weighted-Average Exercise Price, Ending Balance | 10.38 | $ 10.02 |
Weighted-Average Exercise Price, Exercisable | 7.54 | |
Weighted-Average Exercise Price, Vested and Expected To Vest | $ 10.37 | |
Weighted-Average Remaining Contractual Term (Years) | 7 years 2 months 8 days | 7 years 4 months 9 days |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 6 years 6 months 21 days | |
Weighted-Average Remaining Contractual Term (Years), Vested and expected to vest | 7 years 2 months 8 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSU Activity (Details) - 2021 Plans - Restricted Stock Units - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, Beginning balance | 964,054 | |
Granted | 458,970 | 0 |
Vested | 0 | |
Forfeited or expired | (2,889) | |
Outstanding, Ending balance | 1,420,135 | |
Vested and expected to vest | 1,401,121 | |
Weighted Average Fair Value, Beginning balance | $ 17.74 | |
Weighted Average Fair Value, Granted | 17.88 | |
Weighted Average Fair Value, Vested | 0 | |
Weighted Average Fair Value, Forfeited or expired | 17.82 | |
Weighted Average Fair Value, Ending balance | 17.79 | |
Weighted Average Fair Value, Vested and expected to vest | $ 17.78 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, description | The Company sponsors a defined contribution plan for eligible employees who are 21 years of age with three months of service can voluntarily contribute up to 100% of their eligible compensation. | |
Defined contribution plan minimum annual contributions per employee percent | 3% | |
Defined benefit plan, plan assets, contributions by employer | $ 313 | $ 213 |
Defined contribution plan, maximum percentage of eligible compensation for voluntary contribution | 100% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rates (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.778% | (0.356%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ (71) | $ 32 |
Commitments And Contigencies -
Commitments And Contigencies - Additional Information (Details) - Settlement Agreement - Stryker Corp. - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 14, 2023 | Nov. 28, 2022 | Mar. 31, 2023 | |
Loss Contingencies [Line Items] | |||
Settlement amount | $ 26,000 | ||
First Installment to be Paid, On or by December 16, 2022 | |||
Loss Contingencies [Line Items] | |||
Settlement amount | 5,000 | ||
Payment on settlement amount | $ 5,000 | ||
Second Installment to be Paid, January 1, 2023 - January 16, 2023 | |||
Loss Contingencies [Line Items] | |||
Settlement amount | 8,000 | ||
Payment on settlement amount | $ 8,000 | ||
Third Installment to be Paid, April 1, 2023 - April 17, 2023 | |||
Loss Contingencies [Line Items] | |||
Settlement amount | $ 13,000 | ||
Third Installment to be Paid, April 1, 2023 - April 17, 2023 | Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Payment on settlement amount | $ 13,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Director - License Agreement - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Percentage of revenue paid as royalty | 4% | ||
Royalty estimated useful life | 15 years | ||
Related party transaction term of agreement | 20 years | ||
Related party transaction, agreement renewal term | 5 years | ||
Due to related parties | $ 115 | $ 0 | |
Due to related parties | 187 | $ 164 | |
Payments to related party | 45 | $ 163 | |
Selling, general and administrative expenses from transactions with related party | 0 | $ 125 | |
Annual Payment Threshold [Member] | Minimum | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 250 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) - Country | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
International | ||
Segment Reporting Information [Line Items] | ||
Number of countries accounted more than ten percent of net revenue | 0 | 0 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Total Net Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total net revenue | $ 52,036 | $ 41,371 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 44,981 | 36,023 |
International | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | $ 7,055 | $ 5,348 |
Segment and Geographic Inform_5
Segment and Geographic Information - Schedule of Total Non-current Assets, Excluding Deferred Taxes, by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 116,109 | $ 111,585 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total assets | 83,431 | 79,458 |
Finland | ||
Segment Reporting Information [Line Items] | ||
Total assets | 25,447 | 25,581 |
Other International | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 7,231 | $ 6,546 |