Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 11, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38593 | ||
Entity Registrant Name | Establishment Labs Holdings Inc. | ||
Entity Incorporation, State or Country Code | D8 | ||
Entity Address, Address Line One | Building B15 and 25 | ||
Entity Address, Address Line Two | Coyol Free Zone | ||
Entity Address, City or Town | Alajuela | ||
Entity Address, Country | CR | ||
Country Region | 506 | ||
City Area Code | 24 | ||
Local Phone Number | 34 2400 | ||
Title of 12(b) Security | Common Shares, No Par Value | ||
Trading Symbol | ESTA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 316,602,463 | ||
Entity Common Stock, Shares Outstanding (in shares) | 23,547,075 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001688757 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement relating to its 2021 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2021 Proxy Statement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 84,523 | $ 37,655 |
Accounts receivable, net of allowance for doubtful accounts of $1,143 and $1,026 | 19,127 | 22,767 |
Inventory, net | 23,210 | 28,660 |
Prepaid expenses and other current assets | 5,439 | 6,757 |
Total current assets | 132,299 | 95,839 |
Long-term assets: | ||
Property and equipment, net of accumulated depreciation | 16,202 | 16,418 |
Goodwill | 465 | 465 |
Intangible assets, net of accumulated amortization | 4,148 | 3,441 |
Right-of-use operating lease assets, net | 2,610 | |
Other non-current assets | 664 | 368 |
Total assets | 156,388 | 116,531 |
Current liabilities: | ||
Accounts payable | 9,722 | 10,366 |
Accrued liabilities | 14,532 | 10,677 |
Other liabilities, short-term | 1,646 | 2,199 |
Total current liabilities | 25,900 | 23,242 |
Long-term liabilities: | ||
Note payable, Madryn, net of debt discount and issuance costs | 49,832 | 48,142 |
Madryn put option | 1,440 | 3,072 |
Operating lease liabilities, non-current | 1,923 | |
Other liabilities, long-term | 2,332 | 2,461 |
Total liabilities | 81,427 | 76,917 |
Commitments and contingencies (Note 16) | ||
Shareholders’ equity: | ||
Common shares - zero par value, unlimited amount of shares authorized at December 31, 2020 and 2019; 23,925,789 and 21,057,040 shares issued at December 31, 2020 and 2019, respectively; 23,517,719 and 20,648,970 shares outstanding at December 31, 2020 and 2019, respectively | 213,471 | 147,688 |
Additional paid-in-capital | 26,717 | 21,214 |
Treasury shares, at cost, 408,070 shares held at December 31, 2020 and 2019 | (2,854) | (2,854) |
Accumulated deficit | (165,246) | (127,125) |
Accumulated other comprehensive income | 2,873 | 691 |
Total shareholders’ equity | 74,961 | 39,614 |
Total liabilities and shareholders’ equity | $ 156,388 | $ 116,531 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,143 | $ 1,026 |
Common stock, shares issued (in shares) | 23,925,789 | 21,057,040 |
Common stock, shares outstanding (in shares) | 23,517,719 | 20,648,970 |
Treasury stock, shares held (in shares) | 408,070 | 408,070 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 84,676 | $ 89,565 |
Cost of revenue | 32,174 | 34,704 |
Gross profit | 52,502 | 54,861 |
Operating expenses: | ||
Sales, general and administrative | 66,625 | 70,811 |
Research and development | 13,793 | 14,991 |
Total operating expenses | 80,418 | 85,802 |
Loss from operations | (27,916) | (30,941) |
Interest income | 15 | 4 |
Interest expense | (9,373) | (8,696) |
Change in fair value of derivative instruments | 1,632 | 3,052 |
Change in fair value of contingent consideration | 304 | 276 |
Other income (expense), net | (2,679) | (1,205) |
Loss before income taxes | (38,017) | (37,510) |
Provision for income taxes | (104) | (640) |
Net loss | $ (38,121) | $ (38,150) |
Basic and diluted (in dollars per share) | $ (1.63) | $ (1.86) |
Weighted average common shares outstanding, basic and diluted (in shares) | 23,316,102 | 20,541,528 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (38,121) | $ (38,150) |
Other comprehensive income: | ||
Foreign currency translation gain | 2,182 | 242 |
Other comprehensive gain | 2,182 | 242 |
Comprehensive loss | $ (35,939) | $ (37,908) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Total | Common Shares | Treasury Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2018 | 20,672,025 | 408,070 | ||||
Beginning balance at Dec. 31, 2018 | $ 69,485 | $ 145,709 | $ (2,854) | $ 15,156 | $ (88,975) | $ 449 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Common shares in partial settlement of contingent consideration (in shares) | 33,333 | |||||
Issuance of common shares in partial settlement of contingent consideration | 630 | $ 630 | ||||
Issuance of common shares for asset acquisition and settlement of contingent consideration (in shares) | 12,404 | |||||
Issuance of common shares for asset acquisition and settlement of contingent consideration | 337 | $ 337 | ||||
Warrant exercises (in shares) | 87,321 | |||||
Warrant exercises | 56 | $ 129 | (73) | |||
Stock option exercises (in shares) | 80,991 | |||||
Stock option exercises | 712 | $ 712 | ||||
Share-based compensation (in shares) | 181,516 | |||||
Share-based compensation | 6,526 | $ 182 | 6,344 | |||
Shares withheld to cover income tax obligation upon vesting of restricted stock (in shares) | (10,550) | |||||
Shares withheld to cover income tax obligation upon vesting of restricted stock | (224) | $ (11) | (213) | |||
Foreign currency translation gain | 242 | 242 | ||||
Net loss | (38,150) | (38,150) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 21,057,040 | 408,070 | ||||
Ending balance at Dec. 31, 2019 | 39,614 | $ 147,688 | $ (2,854) | 21,214 | (127,125) | 691 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares (in shares) | 2,628,571 | |||||
Issuance of common stock, net of underwriters’ discount and issuance costs | 63,855 | $ 63,855 | ||||
Issuance of common shares for asset acquisition and settlement of contingent consideration (in shares) | 33,334 | |||||
Issuance of common shares for asset acquisition and settlement of contingent consideration | $ 618 | $ 618 | ||||
Stock option exercises (in shares) | 143,402 | 143,402 | ||||
Stock option exercises | $ 1,246 | $ 1,246 | ||||
Share-based compensation (in shares) | 70,910 | |||||
Share-based compensation | 5,721 | $ 71 | 5,650 | |||
Shares withheld to cover income tax obligation upon vesting of restricted stock (in shares) | (7,468) | |||||
Shares withheld to cover income tax obligation upon vesting of restricted stock | (154) | $ (7) | (147) | |||
Foreign currency translation gain | 2,182 | 2,182 | ||||
Net loss | (38,121) | (38,121) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 23,925,789 | 408,070 | ||||
Ending balance at Dec. 31, 2020 | $ 74,961 | $ 213,471 | $ (2,854) | $ 26,717 | $ (165,246) | $ 2,873 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (38,121) | $ (38,150) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,348 | 3,288 |
Provision for doubtful accounts | 375 | 111 |
Provision for inventory obsolescence | 1,180 | 143 |
Share-based compensation | 5,721 | 6,526 |
Loss from disposal of property and equipment | 170 | 67 |
Unrealized foreign currency loss, net | 2,386 | 3,533 |
Amortization expense | 363 | |
Change in fair value of derivative instruments | (1,632) | (3,052) |
Change in fair value of contingent consideration | (304) | (276) |
Amortization of debt discount | 1,690 | 2,428 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,805 | (5,511) |
Inventory | 4,786 | (3,372) |
Prepaid expenses and other current assets | 1,130 | (2,538) |
Other assets | (277) | (54) |
Accounts payable | (910) | 1,830 |
Accrued liabilities | 3,108 | 4,644 |
Operating lease liabilities | (318) | |
Other liabilities | 990 | 400 |
Net cash used in operating activities | (12,510) | (29,983) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,423) | (6,288) |
Cash used in asset acquisitions | (1,652) | (767) |
Cost incurred for intangible assets | (1,484) | (711) |
Net cash used in investing activities | (5,559) | (7,766) |
Cash flows from financing activities: | ||
Borrowings under Madryn credit agreement, net of issuance costs | 0 | 24,748 |
Repayments on finance leases | (277) | |
Repayments on finance leases | 242 | |
Cash used to repurchase warrants | 0 | (2,261) |
Proceeds from stock option exercises | 1,246 | 712 |
Proceeds from warrant exercises | 0 | 56 |
Tax payments related to shares withheld upon vesting of restricted stock | (154) | (224) |
Net cash provided by financing activities | 64,670 | 22,789 |
Effect of exchange rate changes on cash | 267 | (24) |
Net (decrease)/increase in cash | 46,868 | (14,984) |
Cash at beginning of period | 37,655 | 52,639 |
Cash at end of period | 84,523 | 37,655 |
Supplemental disclosures: | ||
Cash paid for interest | 6,962 | 5,947 |
Cash paid for income taxes | 316 | 649 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Unpaid balance for property and equipment | 210 | 465 |
Assets acquired under finance leases | 0 | 69 |
Equity consideration in an asset acquisition | 0 | 337 |
Consideration payable related to asset acquisitions | 858 | 1,271 |
Inventory acquired in an asset acquisition | 1,009 | 1,257 |
Issuance of common shares in settlement of contingent consideration | 618 | 630 |
Intangible assets acquired in an asset acquisition | 138 | 0 |
Common Shares | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common shares, net of underwriters’ discount and issuance costs | $ 63,855 | $ 0 |
Formation and Business of the C
Formation and Business of the Company | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Business of the Company | Formation and Business of the Company Formation and Business of the Company Establishment Labs Holdings Inc. and its wholly owned subsidiaries (collectively “the Company”, “we”, “us”, or “our”) is a global company that manufactures and markets innovative medical devices for aesthetic and reconstructive plastic surgery. The Company was established in the British Virgin Islands on October 9, 2013, at which time Establishment Labs, S.A., the Costa Rican manufacturing company, was reincorporated as a wholly-owned subsidiary. As of December 31, 2020, the Company also has wholly-owned subsidiaries in the United States (JAMM Technologies, Inc. and Motiva USA LLC), Brazil (Establishment Labs Produtos para Saude Ltda), Belgium (European Distribution Center Motiva BVBA), France (Motiva Implants France SAS), Sweden (Motiva Nordica AB), Switzerland (JEN-Vault AG), the United Kingdom (Motiva Implants UK Limited), Italy (Motiva Italy S.R.L), Spain (Motiva Implants Spain, S.L.), Austria (Motiva Austria GmbH), Germany (Motiva Germany GmbH) and Argentina (Motiva Argentina S.R.L.). Substantially all of the Company’s revenues are derived from the sale of silicone gel-filled breast implants, branded as Motiva Implants. The main manufacturing activities are conducted at two manufacturing facilities in Costa Rica. In 2010, the Company began operating under the Costa Rica free zone regime (Régimen de Zona Franca), which provides for reduced income tax and other tax obligations pursuant to an agreement with the Costa Rican authorities. The Company’s products are approved for sale in Europe, the Middle East, Latin America, and Asia. The Company sells its products internationally through a combination of distributors and direct sales to customers. The Company is pursuing regulatory approval to commercialize its products in the United States. The Company received approval for an investigational device exemption, or IDE, from the FDA in March 2018 to initiate a clinical trial in the United States for its Motiva implants. In August 2019, we completed all patient surgeries for the IDE aesthetic cohorts, which include primary augmentation and revisions. As of December 31, 2020, we are continuing to enroll subjects in the remaining reconstruction cohorts. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and the applicable rules and regulations of the Securities and Exchange Commission, or SEC. The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries as of December 31, 2020 as follows: Subsidiary Incorporation/Acquisition Date Establishment Labs, S.A. (Costa Rica) January 18, 2004 Motiva USA, LLC (USA) February 20, 2014 JAMM Technologies, Inc. (USA) October 27, 2015 Establishment Labs Produtos par Saude Ltda (Brazil) January 4, 2016 European Distribution Center Motiva BVBA (Belgium) March 4, 2016 Motiva Implants France SAS (France) September 12, 2016 JEN-Vault AG (Switzerland) November 22, 2016 Motiva Nordica AB (Sweden) November 2, 2017 Motiva Implants UK Limited (the United Kingdom) July 31, 2018 Motiva Italy S.R.L (Italy) July 31, 2018 Motiva Implants Spain, S.L. (Spain) January 3, 2019 Motiva Austria GmbH (Austria) January 14, 2019 Motiva Germany GmbH (Germany) August 1, 2019 Motiva Argentina S.R.L. (Argentina) February 7, 2020 All intercompany accounts and transactions have been eliminated in consolidation. Segments The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region, for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The Company and its Chief Executive Officer evaluate performance based primarily on revenue in the geographic regions in which the Company operates. Geographic Concentrations The Company derives all its revenues from sales to customers in Europe, the Middle East, Latin America, and Asia, and has not yet received approval to sell its products in the United States. For the year ended December 31, 2020 and 2019, Brazil accounted for 10.9% and 15.7% of consolidated revenue and no other individual country exceeded 10% of consolidated revenue, on a ship-to destination basis. The majority of the Company’s consolidated total assets, including cash and tangible assets, is held in the United States. The Company’s long-lived assets, which primarily consist of property and equipment, net and intangible assets, net, located in Costa Rica represented 80% and 83% of the total long-lived assets as of December 31, 2020 and 2019, respectively. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant accounting estimates and management judgments reflected in the consolidated financial statements include items such as accounts receivable valuation and allowances, inventory valuation and allowances, valuation of acquired intangible assets, valuation of derivatives, estimation of assets’ useful lives and valuation of deferred income tax assets, including tax valuation allowances. Estimates are based on historical experience, where applicable, and other assumptions believed to be reasonable by management. Actual results may differ from those estimates under different assumptions or conditions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and accounts receivable. The majority of the Company’s cash is held at two financial institutions in the United States. Balances in the Company’s cash accounts exceed the Federal Deposit Insurance Corporation, or FDIC, limit of $250,000. The Company has not experienced any losses to its deposits of cash. All of the Company’s revenue has been derived from sales of its products in international markets, principally Europe, the Middle East, Latin America, and Asia. In the international markets in which the Company participates, the Company uses a combination of distributors and makes direct sales to customers. The Company performs ongoing credit evaluations of its distributors and customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. Substantially all of the Company’s revenues were derived from the sale of Motiva Implants. During the years ended December 31, 2020 and 2019, no customer accounted for more than 10% of the Company’s revenue. No customer accounted for more than 10% of the Company’s trade accounts receivable balance as of December 31, 2020. One customer accounted for 10.2% of the Company’s trade accounts receivable balance as of December 31, 2019. The Company relies on NuSil Technology, LLC, or NuSil, as the sole supplier of medical-grade silicone used in Motiva Implants. During the years ended December 31, 2020 and 2019, the Company had purchases of $15.3 million, or 66.7% of total purchases, and $14.2 million, or 58.5% of total purchases, respectively, from NuSil. As of December 31, 2020 and 2019 , we had an outstanding balance owed to this vendor of $1.3 million and $2.7 million, respectively. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of regulatory approval of the Company’s current and potential future products, uncertainty of market acceptance of the Company’s products, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. Products developed by the Company require clearances from the FDA or other international regulatory agencies prior to commercial sales. There can be no assurance that the products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed, or the Company was unable to maintain its existing clearances, these developments could have a material adverse impact on the Company. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus, or COVID-19, as a pandemic which has spread globally, including locations where the Company does business. This outbreak caused a material disruption of the operations of the Company and its suppliers and customers in fiscal 2020 and resulted in delayed clinical trial enrollment within the reconstruction cohorts. However, the impact from the COVID-19 outbreak has not had a material effect on the Company’s liquidity or financial position. The full extent of any future impact of the continuing outbreak, related business and travel restrictions and changes to behavior intended to reduce its spread are uncertain and continues to evolve globally. Management continues to monitor the impact that the COVID-19 pandemic is having on the Company, the breast aesthetics and reconstruction market and the economies in which the Company operates. The Company anticipates that its future results of operations, including the results for 2021 could be materially impacted by the COVID-19 outbreak. However, given the speed and frequency of continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the potential impact to the results of its operations. To the extent that the Company’s customers continue to be materially and adversely impacted by the COVID-19 outbreak, this could materially interrupt the Company’s business operations. Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The majority of the Company’s cash is held at two financial institutions in the United States. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as of December 31, 2020 and 2019 . Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable is stated at invoice value less estimated allowances for returns and doubtful accounts. The Company continually monitors customer payments and maintains an allowance for estimated losses resulting from customers’ inability to make required payments. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition. In cases where there are circumstances that may impair a specific customer’s ability to meet its financial obligations, an allowance is recorded against amounts due, which reduces the net recognized receivable to the amount reasonably believed to be collectible. Inventory and Cost of Revenue Inventory is stated at the lower of cost to purchase or manufacture the inventory or the net realizable value of such inventory. Cost is determined using the standard cost method which approximates actual costs using the first-in, first-out basis. The Company regularly reviews inventory quantities considering actual losses, projected future demand, and remaining shelf life to record a provision for excess and slow-moving inventory. An inventory reserve of $1.6 million and $0.3 million has been recorded as of December 31, 2020 and December 31, 2019 , respectively. The Company recognizes the cost of inventory transferred to the customer in cost of revenue when revenue is recognized. Leases The Company has adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) as of December 31, 2020, utilizing the simplified transition method and accordingly will not recast comparative period financial information. The Company determines if an arrangement is, or contains, a lease at the inception date of the contract. The Company has elected an expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. The lease term may include periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise a renewal option, or reasonably certain it will not exercise an early termination option. The Company recognizes lease liabilities and right-of-use, or ROU, assets upon commencement for all leases with a term greater than 12 months. The Company has elected an expedient not to recognize leases with a lease term of 12 months or less on the balance sheet. These short-term leases are expensed on a straight-line basis over the lease term. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in selling, general and administrative, or SG&A, expenses. For each of the years ended December 31, 2020 and 2019, shipping and handling costs were $3.2 million. Revenue Recognition The Company recognizes revenue related to sales of products to distributors or directly to customers in markets where it has regulatory approval, net of discounts and allowances. The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers . ASC 606 requires the Company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company recognizes revenue related to the sales of products to distributors at the time of shipment of the product, which represents the point in time when the distributor has taken ownership and assumed the risk of loss and the required revenue recognition criteria are satisfied. The Company’s distributors are obligated to pay within specified terms regardless of when, or if, they sell the products. The Company’s contracts with distributors typically do not contain right of return or price protection and have no post-delivery obligations. The Company recognizes revenue when title to the product and risk of loss transfer to customers, provided there are no remaining performance obligations required of the Company or any written matters requiring customer acceptance. The Company allows for the return of product from direct customers in certain regions within fifteen days after the original sale and records estimated sales returns as a reduction of sales in the same period revenue is recognized. Appropriate reserves are established for anticipated sales returns based on historical experience, recent gross sales and any notification of pending returns. Actual sales returns in any future period are inherently uncertain and thus may differ from the estimates. If actual sales returns differ significantly from the estimates, an adjustment to revenue in the current or subsequent period is recorded. As of December 31, 2020 and 2019 , an allowance of $54,000 and $36,000 was recorded for product returns, respectively. A portion of the Company’s revenue is generated from the sale of consigned inventory maintained at physician, hospital, and clinic locations. For these products, revenue is recognized at the time the Company is notified by the consignee that the product has been implanted, not when the consigned products are delivered to the consignee’s warehouse. Revenue was generated in these primary geographic markets: Year Ended December 31, 2020 2019 (in thousands) Europe $ 37,667 $ 36,212 Latin America 21,512 27,994 Asia-Pacific/Middle East 24,986 24,819 Other 511 540 $ 84,676 $ 89,565 The Company has a limited warranty for the shelf life of the product, which is five years from the time of manufacture. Estimated warranty obligations are recorded at the time of sale. The Company also offers a warranty to patients in the event of rupture and a replacement program for capsular contracture events, provided certain registration requirements are met. Revenue for extended warranties is recognized ratably over the term of the agreement. To date, these warranty and program costs have been de minimis. The Company will continue to evaluate the warranty reserve policies for adequacy considering claims history. Deferred revenue primarily consists of payments received in advance of meeting revenue recognition criteria. The Company has received payments from distributors to provide distribution exclusivity within a geographic area and recognizes deferred revenue on a ratable basis over the term of such contractual distribution relationship. Additionally, the Company has received payments from customers in direct markets prior to surgical implantation and recognizes deferred revenue at the time the Company is notified by the customer that the product has been implanted. For all arrangements, any revenue that has been deferred and is expected to be recognized beyond one year is classified as long-term deferred revenue and included in “Other liabilities, long-term” on the consolidated balance sheets (see Note 3). Research and Development Costs related to research and development, or R&D, activities are expensed as incurred. R&D costs primarily include personnel costs, materials, clinical expenses, regulatory expenses, product development, consulting services, and outside research activities, all of which are directly related to research and development activities. The Company estimates FDA clinical trial expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations that conduct and manage clinical trials on its behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of patient enrollment and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Selling, General and Administrative Expenses SG&A expenses include sales and marketing costs, payroll and related benefit costs, insurance expenses, shipping and handling costs, legal and professional fees and administrative overhead. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Following the exercise of its option to purchase its manufacturing facility in June 2019, the Company depreciates the owned building on a straight-line basis over 50 years of useful life. Depreciation of property and equipment is computed using the straight-line method over the assets’ estimated useful lives of five Goodwill and Intangible Assets The Company records the excess of the acquisition purchase price over the net fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other, the Company tests goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with the annual impairment test for goodwill, the Company elected the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines that it was more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test is performed. Consistent with the Company's assessment that it has only one reporting segment, the Company has determined that it has only one reporting unit and tests goodwill for impairment at the entity level using the two-step process required by ASC 350. In the first step, the Company compares the carrying amount of the reporting unit to the fair value of the enterprise. If the fair value of the enterprise exceeds the carrying value, goodwill is not considered impaired and no further testing is required. If the carrying value of the enterprise exceeds the fair value, goodwill is potentially impaired, and the second step of the impairment test must be performed. In the second step, the Company compares the implied fair value of the goodwill, as defined by ASC 350, to its carrying amount to determine the impairment loss, if any. The Company capitalizes certain costs related to intangible assets, such as patents, trademarks and software development costs. The Company follows the provisions of ASC 350-40, Internal Use Software for determining whether computer software is internal-use software and on accounting for the proceeds of computer software originally developed or obtained for internal use. The Company expenses all costs incurred during the preliminary project stage of software development and capitalizes the costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements add additional functionality to the software. Costs incurred to improve and support products after they become available are charged to expense as incurred. The Company records purchased intangible assets at their respective estimated fair values at the date of acquisition. Purchased finite-lived intangible assets are being amortized using the straight-line method over their remaining estimated useful lives, which range from two During the years ended December 31, 2020 and 2019, there has been no impairment of goodwill or intangible assets based on the qualitative assessments performed by the Company. Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. There were no impairment charges, or changes in estimated useful lives recorded d uring the years ended December 31, 2020 and 2019. Debt and Embedded Derivatives The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 Debt with Conversion and Other Options (see Note 6). The Company uses option pricing valuation models to determine the fair value of embedded derivatives and records any change in fair value as a component of other income or expense in the consolidated statements of operations (see Note 5). Debt Issuance Costs and Debt Discounts Costs incurred in connection with the issuance of new debt are capitalized. Capitalizable debt issuance costs paid to third parties and debt discounts, net of amortization, are recorded as a reduction to the long-term debt balance on the consolidated balance sheets. Amortization expense on capitalized debt issuance costs and debt discounts related to loans are calculated using the effective interest method over the term of the loan commitment and is recorded as interest expense in the consolidated statements of operations. Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or income tax returns. In estimating future tax consequences, expected future events, enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions in the year ended December 31, 2020 and 2019. Foreign Currency The financial statements of the Company’s foreign subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheet. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within “Other income (expense), net” in the consolidated statement of operations. For the years ended December 31, 2020 and 2019, foreign currency transaction loss amounted to $1.7 million and $1.2 million, respectively. Comprehensive Loss The Company’s comprehensive loss consists of net loss and foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries. Share-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards in accordance with the provisions of ASC 718, Stock Compensation . Stock-based awards granted include stock options, restricted stock units, or RSUs, and restricted stock awards, or RSAs. Share-based compensation expense for stock options and RSAs granted to employees is measured at the grant date based on the fair value of the awards and is recognized as an expense ratably on a straight-line basis over the requisite service period. The fair value of options to purchase shares granted to employees is estimated on the grant date using the Black-Scholes option valuation model. The calculation of share-based compensation expense requires the Company to make assumptions and judgments about the variables used in the Black-Scholes model, including the expected term, expected volatility of the underlying common shares, risk-free interest rate and dividends. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to shareholders by the weighted-average number of shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, any shares issuable upon exercise of share warrants, share options and non-vested restricted stock outstanding under the Company’s equity plan are potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for periods where the Company reported a net loss because including the dilutive securities would be anti-dilutive. Recent Accounting Standards Periodically, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, or JOBS Act, the Company meets the definition of an emerging growth company, and has elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company will remain an emerging growth company until the earliest of (1) the last day of its first fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. The following recent accounting pronouncements issued by the FASB, could have a material effect on our financial statements: Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases ( Topic 842) , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases today. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard is effective for non-public business entities and emerging growth companies for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted ASC 842 effective January 1, 2020, utilizing the modified retrospective method and accordingly did not recast comparative period financial information. Upon adoption, the Company recorded an initial operating lease right-of-use asset of $2.5 million, prepaid rent of $0.1 million and an associated operating lease liability of $2.6 million primarily related to real estate leases. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) . The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For non-public business entities and emerging growth companies the standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect the updated standard will have on its consolidated financial statements and footnote disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements. The modifications removed the following disclosure requirements: (i) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU added the following disclosure requirements: (i) the changes in unrealized gains and losses for the period included in other comprehensive income, or OCI, for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) the range and weighted average of significant observable inputs used to develop Level 3 fair value measurements. This update is effective for non-public entities for annual and interim periods beginning after December 15, 2020, with early adoption permitted. As the requirements of this literature are disclosure only, ASU 2018-13 will not impact our financial condition or results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU replaces the impairment methodology in current GAAP, which delays recognition of credit losses until it is probable a loss has been incurred, with a methodology that reflects expected cr |
Balance Sheet Accounts
Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Accounts | Balance Sheet Accounts Inventory, Net December 31, 2020 2019 (in thousands) Raw materials $ 5,450 $ 5,506 Work in process 1,121 1,200 Finished goods 16,639 21,954 $ 23,210 $ 28,660 As of December 31, 2020, $2.0 million of inventory was on consignment. Prepaid Expenses and Other Current Assets December 31, 2020 2019 (in thousands) Prepaid insurance $ 2,115 $ 2,371 Prepaid raw materials and accessories 164 1,885 Prepaid taxes 528 1,234 Other 2,632 1,267 $ 5,439 $ 6,757 Property and Equipment, Net December 31, 2020 2019 (in thousands) Machinery and equipment $ 9,232 $ 8,045 Building improvements 6,456 6,443 Furniture and fixtures 4,092 3,614 Building 2,472 2,472 Leasehold improvements 2,065 2,101 Land 802 802 Vehicles 399 463 Construction in process 317 — Total 25,835 23,940 Less: Accumulated depreciation and amortization (9,633) (7,522) $ 16,202 $ 16,418 For the years ended December 31, 2020 and 2019, depreciation and amortization expense related to property and equipment was $2.4 million and $2.7 million , respectively. The Company entered into finance leases relating to equipment and vehicles and recorded the fair value of the lease payments on the initial contract date and is amortizing the assets over the term of the leases. As of December 31, 2020 and 2019 , the gross asset value for finance lease assets was $1.4 million and $1.5 million, respectively. Depreciation expense for assets under finance leases was $80,000 and $84,000 for the years ended December 31, 2020 and 2019 , respectively. Accrued Liabilities Accrued liabilities consisted of the following: December 31, 2020 2019 (in thousands) Performance bonus $ 2,406 $ 2,080 Payroll and related expenses 2,781 1,996 Bonus feature of stock option grants 5,992 4,212 Operating lease liabilities - current 788 — Commissions 628 522 Professional and legal services 439 500 Short-term minimum lease payments under finance leases 160 258 Warranty reserve 237 313 Advisory board and board of director related expenses 80 124 Other 1,021 672 $ 14,532 $ 10,677 Other Liabilities, Short-Term Other liabilities, short-term consisted of the following: December 31, 2020 2019 (in thousands) Contingent equity consideration (see Note 5) $ — $ 922 Deferred revenue 1,214 785 Cash payable for asset acquisitions 432 492 $ 1,646 $ 2,199 Other Liabilities, Long-Term Other liabilities, long-term consisted of the following: December 31, 2020 2019 (in thousands) Deferred revenue $ 1,860 $ 1,344 Cash payable for asset acquisitions 425 781 Other 47 336 $ 2,332 $ 2,461 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Purchased intangibles include certain patents and license rights, 510(k) authorization by the FDA to sell a medical device and other intangible assets. The Company’s goodwill and most intangibles at December 31, 2020 are the result of acquisitions of certain assets formerly owned by VeriTeQ Corporation in November 2015, Femiline AB in November 2017 and Orion Trading S.r.l in August 2020, and business acquisitions of Establishment Labs Brasil Productos para Saude Ltda. in January 2016, European Distribution Center Motiva BVBA in March 2016 and Motiva Implants France in September 2016. Finite-lived intangibles are amortized over their estimated useful lives based on expected future benefit. In addition to the intangibles acquired, the Company capitalized certain patent and license rights as identified intangibles based on patent and license rights agreements entered into over the past several years. Additionally, the Company capitalized certain software development costs. There were no changes in the carrying amount of goodwill during the year ended December 31, 2020: Balance as of January 1, 2020 Additions Accumulated Impairment Losses Balance as of December 31, 2020 (in thousands) Goodwill $ 465 $ — $ — $ 465 The carrying amounts of these intangible assets other than goodwill as of December 31, 2020 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,736 $ (951) $ 785 7-12 Customer relationships 2,033 (1,297) 736 4-10 510(k) authorization 567 (194) 373 15 Developed technology 62 (46) 16 10 Capitalized software development costs 2,203 (302) 1,901 2-5 Other 75 (29) 46 2-5 Capitalized patents and license rights not yet amortized 291 — 291 $ 6,967 $ (2,819) $ 4,148 The carrying amounts of intangible assets other than goodwill as of December 31, 2019 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,693 $ (766) $ 927 7-12 Customer relationships 1,896 (836) 1,060 4-10 510(k) authorization 567 (156) 411 15 Developed technology 62 (39) 23 10 Capitalized software development costs 780 (98) 682 2-5 Other 75 (28) 47 2-5 Capitalized patents and license rights not yet amortized 291 — 291 $ 5,364 $ (1,923) $ 3,441 The amortization expense associated with intangible assets was $0.9 million and $0.6 million for the year ended December 31, 2020 and 2019, respectively. Non-product related amortization is recorded in SG&A while product related amortization is recorded in cost of revenue. As of December 31, 2020, the amortization expense related to identifiable intangible assets, with definite useful lives, in future periods is expected to be as follows: Year Ending December 31, (in thousands) 2021 $ 1,140 2022 816 2023 558 2024 533 2025 335 Thereafter 475 Total $ 3,857 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying value of the Company’s cash, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items. Contingent equity consideration and embedded derivatives that qualify for liability treatment are carried at fair value and re-measured at each reporting period. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: ▪ Level I Unadjusted quoted prices in active markets for identical assets or liabilities; ▪ Level II Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and ▪ Level III Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at period end: Fair Value Measurements at December 31, 2020 Total Level 1 Level 2 Level 3 (in thousands) Liabilities Madryn put option liability $ 1,440 $ — $ — $ 1,440 $ 1,440 $ — $ — $ 1,440 Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 (in thousands) Liabilities Madryn put option liability $ 3,072 $ — $ — $ 3,072 Acquisition-related contingent consideration 922 — — 922 $ 3,994 $ — $ — $ 3,994 The fair value measurement of derivatives and contingent consideration related to the business acquisition completed in fiscal 2017 is based on significant inputs not observed in the market and thus represents a Level 3 measurement. In August 2017 the Company entered into a credit agreement, or the Madryn Credit Agreement, with Madryn Health Partners, LP, or Madryn, as administrative agent, and a syndicate of lenders (see Note 6). The Company determined that the Madryn Credit Agreement contained put options related to early redemption mandatory prepayment terms in case of change in control or an event of default and a call option related to voluntary repayment option. The Company allocated a fair value of $15.1 million for these identified embedded derivatives as a debt discount on the original commitment date. An additional $5.0 million and $1.6 million debt discount was recorded on respective borrowing dates when the Company met the required milestones and borrowed an additional $10.0 million in the fourth quarter of fiscal 2017 and $25.0 million in August 2019 (see Note 6). The Company revalued the options as of each reporting period and recorded the change in the fair value in the consolidated statement of operations as other income or expense. Valuation of the embedded derivatives is complex and requires interest rate simulation, estimating the resultant bond valuation and the resultant pay-off to the option holder. The Company estimated the fair value of the embedded redemption options based on a “with” and “without” approach using the Black-Derman-Toy model, a form of the Binomial Lattice Model that captures interest rate variability and the prepayment optionality. The Binomial Lattice Model allows for the possibility of exercise before the end of the option’s life and considers future interest rates, volatility and other data with regards to the Company’s credit rating and credit spread. The value of the embedded derivatives was based on the difference between the “with” and “without” analysis. The probability of a change in control occurring was determined to be 50% at December 31, 2020 and December 31, 2019. The Company used the following assumptions to value Madryn derivatives: Put Option Liability (Madryn) December 31, 2020 December 31, 2019 Interest rate volatility 19.7% 21.4% Market yield rate 7.9% 10.1% Term (in years) 4.82 5.75 Dividend yield —% —% On November 17, 2017, the Company and Femiline AB and Johan Anderson, or the Seller, entered into an agreement to purchase certain assets from the Seller. The assets purchased included all existing inventory previously sold by the Company to the Seller, all customer relationships and a covenant not to compete. The aggregate purchase price for the assets purchased was 100,000 Class A Ordinary shares of the Company, contingently issuable upon achievement of specific milestones. Based on the valuation of the Company’s shares performed by a valuation specialist, the contingently issuable shares had an aggregate value of $1.0 million calculated as a product of contingently issuable shares and estimated fair value per share on the date of the agreement. As of December 31, 2020, the Company has issued 100,000 shares to the Seller after the milestones for fiscal 2018, 2019 and 2020 were met. Prior to the full issuance of shares, the fair value of the contingently issuable shares was determined using the closing price of the Company’s publicly traded shares. The estimates are based, in part, on subjective assumptions and could differ materially in the future. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2020 and 2019. The fair value of the debt redemption feature liability includes the estimated volatility and risk-free rate. The higher/lower the estimated volatility, the higher/lower the value of the debt redemption feature liability. The higher/lower the risk-free interest rate, the higher/lower the value of the debt redemption feature liability. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows: Acquisition-related Contingent Consideration Put Option Liability (Madryn) Balance at December 31, 2018 $ 1,828 $ 4,768 Issuance of financial instruments — 1,356 Change in fair value (276) (3,052) Settlement (630) — Balance at December 31, 2019 922 3,072 Change in fair value (304) (1,632) Settlement (618) — Balance at December 31, 2020 $ — $ 1,440 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Madryn Debt On August 24, 2017 the Company entered into a credit agreement, or the Madryn Credit Agreement, with Madryn Health Partners, LP, or Madryn, as administrative agent, and a syndicate of lenders. On June 17, 2019, the Madryn Credit Agreement was amended to lower the interest rate on the outstanding debt facilities, provide for $25.0 million of new term loan commitments, decrease the amount of the prepayment penalties, remove all principal payments and extend the maturity date and repayment from September 30, 2023 to September 30, 2025. On August 5, 2020, the Company amended the Madryn Credit Agreement to adjust the minimum product revenue milestone previously applicable to December 31, 2020 to September 31, 2021 and to add Motiva Implants UK Limited, Motiva Implants France SAS, Motiva Implants Spain, S.L. and Motiva Germany GmbH, wholly-owned subsidiaries of the Company, as guarantors to the Madryn Credit Agreement. The Madryn Credit Agreement, as amended, provides for a term loan in a maximum principal amount of $65.0 million, $30.0 million (Term A) of which became available upon signing and was subsequently borrowed by the Company. Prior to amending the Madryn Credit Agreement on June 17, 2019, the Company’s ability to borrow the remaining term loans under the Madryn Credit Agreement was subject to the Company achieving certain revenue milestones. The Company met milestones sufficient to borrow and borrowed an additional $5.0 million (Term B-1) on October 31, 2017 and $5.0 million (Term B-2) on December 15, 2017, increasing the total outstanding principal balance to $40.0 million as of December 31, 2017. Pursuant to the June 2019 amendment, the Company became eligible to borrow an additional $10.0 million (Term B-3) and $15.0 million (Term B-4) on or before September 30, 2019 and December 31, 2019, respectively. The Company borrowed the available funds under both tranches equal to $25.0 million on August 12, 2019, bringing up the total outstanding principal balance to $65.0 million as of December 31, 2020. In connection with the Madryn Credit Agreement, the Company and certain of its subsidiaries, granted a security interest in substantially all of their respective assets, including, without limitation, intellectual property, and pledges of certain shares of the Company’s subsidiaries, subject to certain excluded collateral exceptions. The Madryn Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, make certain investments, make restricted payments, enter into or undertake certain liquidations, mergers, consolidations or acquisitions and dispose of assets or subsidiaries. In addition, the Madryn Credit Agreement requires the Company to maintain minimum revenues and liquidity. Prior to the effectiveness of the June 17, 2019 amendment, borrowings under the Madryn Credit Agreement bore interest at a rate equal to 3-month LIBOR plus 11.0% per annum. As of the amendment on June 17, 2019, borrowings under the Madryn Credit Agreement bear interest at a rate equal to 3-month LIBOR plus 8.0% per annum provided that no default has occurred. In an event of a default, the interest would increase by an additional 4.0% per annum. The effective interest rate under the amended Madryn Credit Agreement is 18.4%, and the weighted average interest rate was approximately 10.6% at December 31, 2020. The Company incurred $7.6 million and $6.2 million in interest expense in connection with Madryn Credit Agreement during the years ended December 31, 2020 and 2019, respectively, including $0.7 million and $0.3 million of direct costs to amend the Madryn Credit Agreement in August 2020 and June 2019, respectively, which were expensed as interest expense. No principal payments are due on the term loans until the final maturity date on September 30, 2025. The Company also determined that the Madryn Credit Agreement contained put options which are mandatory repayment provisions related to liquidity events or an event of default and a call option related to voluntary repayment option. The Company allocated a fair value of $15.1 million for these embedded derivatives as a debt discount on the original commitment date in August 2017. An additional $5.0 million and $1.6 million debt discount was recorded on respective borrowing dates when the Company met the required milestones and borrowed an additional $10.0 million in the fourth quarter of fiscal 2017 and $25.0 million in August 2019. The Company revalues the embedded derivatives as of each reporting period and records the change in the fair value in the consolidated statement of operations as other income or expense (see Note 5). The Company also incurred legal expenses of $1.3 million in 2017 and $0.3 million in August 2019, which were recorded as a debt discount and are being amortized over the term of the Madryn Credit Agreement. The Company recorded Madryn debt on the balance sheet as follows: December 31, 2020 2019 (in thousands) Principal $ 65,000 $ 65,000 Net unamortized debt discount and issuance costs (15,168) (16,858) Net carrying value of Madryn debt $ 49,832 $ 48,142 As of December 31, 2020, the Company is in compliance with all financial debt covenants. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company has adopted ASU No. 2016-02, Leases (Topic 842) as of December 31, 2020, utilizing the simplified transition method and accordingly will not recast comparative period financial information. The Company determines if an arrangement is, or contains, a lease at the inception date of the contract. The Company has elected an expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. The Company recognizes lease liabilities and right-of-use, or ROU, assets upon commencement for all leases with a term greater than 12 months. The Company has elected an expedient not to recognize leases with a lease term of 12 months or less on the balance sheet. These short-term leases are expensed on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. Lease liabilities are accreted each period and reduced for payments. The ROU asset also includes other adjustments, such as for the effects of escalating rents, rent abatements or initial lease costs. The lease term may include periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise a renewal option, or reasonably certain it will not exercise an early termination option. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. The Company has operating leases for facilities and office space as well as finance leases for equipment and vehicles. Operating lease assets and the related lease liabilities are included within the right-of-use assets—operating leases. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. The Company has operating and finance leases for certain facilities, office space, equipment, and vehicles to be used in its operations, with remaining lease terms ranging from monthly to 8 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for additional years. These optional periods have not been considered in the determination of the ROU or lease liabilities associated with these leases as management did not consider it reasonably certain it would exercise the options. Short-term leases, which have an initial term of 12 months or less, are not recorded in the balance sheet and expense for these leases is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any termination options, material residual value guarantees, material bargain purchase options or material restrictive covenants. The Company does not have any lease transactions with related parties. Total lease cost includes the following components for the year ended December 31, 2020 : (in thousands) Operating lease expense cost $ 644 Finance Lease Costs Interest expense 24 Amortization expense 80 Total finance lease costs $ 104 December 31, 2020 Supplemental balance sheet information (in thousands) Operating leases Operating lease right-of-use assets $ 2,610 Operating lease liabilities - short-term 788 Operating lease liabilities - long-term 1,923 Total operating lease liabilities $ 2,711 Finance leases Finance lease right-of-use assets $ 313 Finance lease liabilities - short-term 160 Finance lease liabilities - long-term 28 Total finance lease liabilities $ 188 Weighted-average remaining lease term (years) Operating leases 6.2 Finance leases 1.0 Weighted-average discount rate (%) Operating leases 10.5 % Finance leases 9.1 % December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities (in thousands) Operating cash outflows from operating leases $ 137 Operating cash outflows from finance leases $ 24 Financing cash outflows from finance leases $ 277 ROU assets obtained in exchange for new lease liabilities Operating leases $ 355 Finance leases $ — Maturities of lease liabilities as of December 31, 2020 were as follows: Years Ending December 31, Operating Leases Finance Leases (in thousands) 2021 $ 661 $ 168 2022 594 29 2023 565 — 2024 532 — 2025 449 — Thereafter 878 — Total future minimum lease payments 3,679 197 Less: Amount of lease payments representing interest (968) (9) Present value of future minimum lease payments $ 2,711 $ 188 |
Leases | Leases The Company has adopted ASU No. 2016-02, Leases (Topic 842) as of December 31, 2020, utilizing the simplified transition method and accordingly will not recast comparative period financial information. The Company determines if an arrangement is, or contains, a lease at the inception date of the contract. The Company has elected an expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. The Company recognizes lease liabilities and right-of-use, or ROU, assets upon commencement for all leases with a term greater than 12 months. The Company has elected an expedient not to recognize leases with a lease term of 12 months or less on the balance sheet. These short-term leases are expensed on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. Lease liabilities are accreted each period and reduced for payments. The ROU asset also includes other adjustments, such as for the effects of escalating rents, rent abatements or initial lease costs. The lease term may include periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise a renewal option, or reasonably certain it will not exercise an early termination option. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. The Company has operating leases for facilities and office space as well as finance leases for equipment and vehicles. Operating lease assets and the related lease liabilities are included within the right-of-use assets—operating leases. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. The Company has operating and finance leases for certain facilities, office space, equipment, and vehicles to be used in its operations, with remaining lease terms ranging from monthly to 8 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for additional years. These optional periods have not been considered in the determination of the ROU or lease liabilities associated with these leases as management did not consider it reasonably certain it would exercise the options. Short-term leases, which have an initial term of 12 months or less, are not recorded in the balance sheet and expense for these leases is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any termination options, material residual value guarantees, material bargain purchase options or material restrictive covenants. The Company does not have any lease transactions with related parties. Total lease cost includes the following components for the year ended December 31, 2020 : (in thousands) Operating lease expense cost $ 644 Finance Lease Costs Interest expense 24 Amortization expense 80 Total finance lease costs $ 104 December 31, 2020 Supplemental balance sheet information (in thousands) Operating leases Operating lease right-of-use assets $ 2,610 Operating lease liabilities - short-term 788 Operating lease liabilities - long-term 1,923 Total operating lease liabilities $ 2,711 Finance leases Finance lease right-of-use assets $ 313 Finance lease liabilities - short-term 160 Finance lease liabilities - long-term 28 Total finance lease liabilities $ 188 Weighted-average remaining lease term (years) Operating leases 6.2 Finance leases 1.0 Weighted-average discount rate (%) Operating leases 10.5 % Finance leases 9.1 % December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities (in thousands) Operating cash outflows from operating leases $ 137 Operating cash outflows from finance leases $ 24 Financing cash outflows from finance leases $ 277 ROU assets obtained in exchange for new lease liabilities Operating leases $ 355 Finance leases $ — Maturities of lease liabilities as of December 31, 2020 were as follows: Years Ending December 31, Operating Leases Finance Leases (in thousands) 2021 $ 661 $ 168 2022 594 29 2023 565 — 2024 532 — 2025 449 — Thereafter 878 — Total future minimum lease payments 3,679 197 Less: Amount of lease payments representing interest (968) (9) Present value of future minimum lease payments $ 2,711 $ 188 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Under the Memorandum of Association and Articles of Association, or Articles, in effect as of December 31, 2020 and 2019, the Company had authorized an unlimited number of common shares with no par value. As of December 31, 2020 and 2019 , 23,925,789 and 21,057,040 shares, respectively, of common shares were issued and 23,517,719 and 20,648,970 shares, respectively, were outstanding. During the year ended December 31, 2020, the Company granted stock options to employees and contractors (see Note 10). The Company had reserved common shares for future issuances at December 31: 2020 2019 Warrants to purchase shares 5,500 5,500 Options to purchase shares 2,012,960 1,837,576 Remaining shares available under the 2018 Equity Incentive Plan 1,641,112 1,312,648 Shares issuable on vesting of restricted stock awards 48,624 128,682 Remaining shares available under the 2018 ESPP 474,000 287,000 Total 4,182,196 3,571,406 In March 2017, the Company issued warrants for the purchase of 145,000 Class B ordinary shares to parties related to Rockport Ventures, with a fixed exercise price of $3.80 per share. During the year ended December 31, 2020, no warrants were exercised. As of December 31, 2020 and 2019, 5,500 warrants to purchase the Company’s common shares were outstanding and exercisable: Warrant Holder Issue Date In Connection With Warrant to Shares Exercise Expiration Date Rockport 3/3/2017 Loan agreement Common 5,500 $ 3.80 8/28/2022 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Warrants | Shareholders’ Equity Under the Memorandum of Association and Articles of Association, or Articles, in effect as of December 31, 2020 and 2019, the Company had authorized an unlimited number of common shares with no par value. As of December 31, 2020 and 2019 , 23,925,789 and 21,057,040 shares, respectively, of common shares were issued and 23,517,719 and 20,648,970 shares, respectively, were outstanding. During the year ended December 31, 2020, the Company granted stock options to employees and contractors (see Note 10). The Company had reserved common shares for future issuances at December 31: 2020 2019 Warrants to purchase shares 5,500 5,500 Options to purchase shares 2,012,960 1,837,576 Remaining shares available under the 2018 Equity Incentive Plan 1,641,112 1,312,648 Shares issuable on vesting of restricted stock awards 48,624 128,682 Remaining shares available under the 2018 ESPP 474,000 287,000 Total 4,182,196 3,571,406 In March 2017, the Company issued warrants for the purchase of 145,000 Class B ordinary shares to parties related to Rockport Ventures, with a fixed exercise price of $3.80 per share. During the year ended December 31, 2020, no warrants were exercised. As of December 31, 2020 and 2019, 5,500 warrants to purchase the Company’s common shares were outstanding and exercisable: Warrant Holder Issue Date In Connection With Warrant to Shares Exercise Expiration Date Rockport 3/3/2017 Loan agreement Common 5,500 $ 3.80 8/28/2022 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-Based Compensation In December 2015, the Board of Directors approved and adopted the 2015 Equity Incentive Plan, or 2015 Plan. Pursuant to the 2015 Plan, the Company has granted RSAs and stock options to Board of Directors, employees and consultants. In 2018, the Board of Directors terminated the 2015 Plan and approved the 2018 Equity Incentive Plan, or the 2018 Plan, with an initial reserve of 1,500,000 shares of the Company’s common shares. Under the 2018 Plan, the Company may grant share options, equity appreciation rights, and restricted shares and restricted share units. If an award granted under the 2018 Plan expires, terminates, is unexercised, or is forfeited, or if any shares are surrendered in connection with an incentive award, the shares subject to such award and the surrendered shares become available for further awards under the 2018 Plan. Pursuant to the “evergreen” provision contained in the 2018 Plan, the number of common shares reserved for issuance under the 2018 Plan automatically increases on first day of each fiscal year, commencing on January 1, 2019, in an amount equal to the least of (1) 750,000 shares, (2) 4% of the total number of the Company’s common shares outstanding on the last day of the preceding fiscal year, or (3) a number of common shares as may be determined by the Company’s Board of Directors prior to any such increase date. On January 1, 2019 and 2020, the number of common shares authorized for issuance increased automatically by 750,000 shares each in accordance with the evergreen provision, increasing the number of common shares reserved under the 2018 Plan to 3,000,000. On January 1, 2021 the number of common shares authorized for issuance increased automatically by another 750,000 shares increasing the number of common shares reserved under the 2018 Plan to 3,750,000. During the periods presented, the Company recorded the following share-based compensation expense for stock options and restricted stock awards: Year Ended December 31, 2020 2019 (in thousands) Sales, general and administrative $ 4,203 $ 5,021 Research and development 1,518 1,505 Total $ 5,721 $ 6,526 Stock Options Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balances at December 31, 2019 1,837,576 $ 14.54 8.06 $ 24,122 Granted (weighted-average fair value of $12.93 per share) 492,286 22.26 Exercised (143,402) 8.70 Forfeited/canceled (173,500) 16.05 Balances at December 31, 2020 2,012,960 $ 16.71 7.75 $ 42,126 As of December 31, 2020, 938,585 options were vested and exercisable with weighted-average exercise price of $11.31 per share and a total aggregate intrinsic value of $24.7 million. During the year ended December 31, 2020, 143,402 options were exercised at a weighted-average price of $8.70 per share. The intrinsic value of the options exercised during the years ended December 31, 2020 and 2019 was $1.9 million and $1.5 million, respectively. Upon the exercise of stock options, the Company issued new shares from its authorized shares. At December 31, 2020, unrecognized compensation expense was $7.2 million related to stock options granted to employees and Board of Directors and $2.9 million related to stock options granted to consultants. The weighted-average period over which such compensation expense will be recognized is 2.3 years. Stock Options Granted to Employees Share-based compensation expense for employees is based on the grant date fair value. The Company recognizes compensation expense for all share-based awards ratably on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of four years. During the year ended December 31, 2020 and 2019, the Company recognized $2.8 million and $2.2 million, respectively, of stock-based compensation expense for stock options granted to employees. The Company uses the Black-Scholes option valuation model to value options granted to employees and consultants, which requires the use of highly subjective assumptions to determine the fair value of share-based awards. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These estimates are complex, involve a number of variables, uncertainties and assumptions and the application of management’s judgment. If factors change and different assumptions are used, the Company’s share-based compensation expense could be materially different in the future. The assumptions and estimates that the Company uses in the Black-Scholes model are as follows: ▪ Fair Value of Common Shares. Following the IPO in 2018, the closing price of the Company’s publicly-traded common shares on the date of grant is used as the fair value of the shares. Prior to the IPO, the fair value of ordinary shares was estimated on a periodic basis by the Company’s Board of Directors, with the assistance of an independent third-party valuation firm. The Board of Directors intended all options granted to be exercisable at a price per share not less than the estimated per share fair value of the shares underlying those options on the date of grant. ▪ Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes valuation model on the implied yield available on U.S. Treasury zero-coupon issues with a term equivalent to that of the term of the options for each option group on the measurement date. ▪ Term. For employee stock options, the expected term represents the period that the Company’s share-based awards are expected to be outstanding. Because of the limitations on the sale or transfer of the Company’s shares during the period the Company was a privately held company, the Company does not believe its historical exercise pattern is indicative of the pattern it will experience as a publicly traded company. The Company consequently uses the Staff Accounting Bulletin 110, or SAB 110, simplified method to calculate the expected term of employee stock options, which is the average of the contractual term and vesting period. The Company plans to continue to use the SAB 110 simplified method until it has sufficient trading history as a publicly traded company. For consultant stock options, the term used is equal to the remaining contractual term on the measurement date. ▪ Volatility. The Company determines the price volatility based on the historical volatilities of industry peers as it does not have sufficient trading history for its shares. Industry peers consist of several public companies in the medical device industry with comparable characteristics, including revenue growth, operating model and working capital requirements. The Company intends to continue to consistently apply this process using the same or a similar peer group of public companies until a sufficient amount of historical information regarding the volatility of its own shares becomes available, or unless circumstances change such that the identified peer companies are no longer similar, in which case other suitable peer companies whose common share prices are publicly available would be utilized in the calculation. The volatility is calculated based on the term on the measurement date. ▪ Dividend Yield. The expected dividend assumption is based on the Company’s current expectations about its anticipated dividend policy. The Company has no expectation that it will declare dividends on its common shares, and therefore has used an expected dividend yield of zero. The fair value of stock options granted to employees was estimated using the following assumptions: Year Ended December 31, 2020 2019 Volatility 55.0% - 60.0% 56.0% Risk-free interest rate 0.4% - 1.5% 1.6% - 2.6% Term (in years) 6.25 6.25 Dividend yield 0% 0% Stock Options Granted to Non-Employees Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock options are earned using an accelerated attribution method. The Company believes that the estimated fair value of the stock options is more readily measurable than the fair value of the services rendered. For the years ended December 31, 2020 and 2019, the Company recognized expense of $2.3 million and $3.2 million, respectively for stock options granted to consultants. The fair value of stock options granted to consultants was estimated using the following assumptions during the following periods presented: Year Ended December 31, 2020 2019 Volatility 56.0% - 60.0% 56.0% - 57.0% Risk-free interest rate 0.6% - 1.6% 1.7% - 2.1% Term (in years) 10.0 10.0 Dividend yield 0.0% 0.0% Restricted Stock Each vested RSA entitles the holder to be issued one common share. These awards vest according to a vesting schedule determined by the Compensation Committee of the Company’s Board of Directors, generally over a one The following table represents RSA activity for fiscal 2020: Restricted Stock Awards Weighted- Outstanding unvested at December 31, 2019 128,682 $ 11.81 Granted — — Vested (70,910) 12.45 Forfeited/canceled (9,148) 9.55 Outstanding unvested at December 31, 2020 48,624 $ 11.32 The fair value of restricted stock is the grant date market value of common shares. The Company recognizes share-based compensation expense related to restricted stock using a straight-line method over the vesting term of the awards. The share-based compensation expense for RSAs that vested during the year ended December 31, 2020 and 2019, was $0.6 million and $1.1 million, respectively, which was calculated based on the market value of the Company’s common shares on the applicable date of vesting. |
Asset Acquisitions
Asset Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Asset Acquisitions | Asset Acquisitions Asset Acquisitions Italy On August 1, 2020, Motiva Italy S.r.l, a wholly owned subsidiary of the Company, entered into an asset purchase agreement with Orion Trading S.r.l, or the Italy Seller, to purchase certain assets from the Italy Seller. The assets purchased included all existing inventory previously sold by the Company to the Italy Seller and all customer relationships and contracts. The aggregate purchase price for the assets purchased was the aggregate sum of book value of the inventory at the time of the transaction estimated to be €0.7 million, or approximately $0.8 million, a cash payment of €0.3 million, or approximately $0.3 million, and, if applicable, a cash payment equal to the true-up value of the inventory not to exceed €0.1 million, or approximately $0.1 million. The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 340 Cash paid for inventory 807 Total purchase price $ 1,147 Allocation of Purchase Price: (in thousands) Inventory $ 1,009 Customer relationships 138 Total purchase price allocated $ 1,147 As of December 31, 2020, the Company has fully paid for the Italy asset acquisition. Austria On January 31, 2019, European Distribution Center Motiva BVBA, or EDC, entered into an asset purchase agreement with AFS Medical GMBH, or the Austria Seller, to purchase certain assets from the Austria Seller. The assets purchased included all existing inventory previously sold by the Company to the Austria Seller and all customer relationships and contracts. The aggregate purchase price for the assets purchased was the aggregate sum of book value of the inventory at the time of the transaction plus a cash payment of €293,000, or approximately $335,000, and 12,404 of the Company’s common shares. The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 335 Fair market value of common shares issued on effective date 337 Cash paid for inventory 432 Total purchase price $ 1,104 Allocation of Purchase Price: (in thousands) Inventory $ 1,104 As of December 31, 2020, the Company has fully paid for the Austria asset acquisition. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the year ended December 31, loss before income tax provision consisted of the following: 2020 2019 (in thousands) Costa Rica operations $ (8,872) $ 5,022 Non-Costa Rica operations (29,145) (42,532) $ (38,017) $ (37,510) As of December 31, the income tax provision consisted of the following: 2020 2019 (in thousands) Current Costa Rica $ — $ — Non-Costa Rica 378 640 Total current 378 640 Deferred Costa Rica — — Non-Costa Rica (274) — Total deferred (274) — Total provision $ 104 $ 640 The items accounting for the difference between income taxes computed at the Costa Rica statutory income tax rate and the income tax provision consisted of the following at December 31: 2020 2019 (in thousands) Tax benefit at Costa Rica statutory rate $ (11,405) 30 % $ (11,253) 30 % Foreign tax rate differential 5,252 (14) 10,623 (29) Tax rate changes 4 — 6 — Return to provision adjustment (559) 2 391 (1) Tax credits (82) — (56) — Change in valuation allowance 4,071 (11) 2,271 (6) Tax holiday adjustment (benefit) 2,636 (7) (1,507) 4 Other 187 — 165 — Total provision for income taxes $ 104 — % $ 640 (2) % The Company's tax holiday benefit was related to the Company’s subsidiary in Costa Rica which enjoyed a zero percent tax rate for the years ended December 31, 2020 and 2019. The zero percent tax holiday was granted in August 2018 for a period of 8 years through the year 2026. As of December 31, the components of the Company's deferred tax assets and liabilities are as follows: 2020 2019 (in thousands) Accruals and reserves $ 133 $ 128 Intangibles 113 93 Stock compensation 197 206 Net operating loss 11,868 7,842 R&D credits 116 85 Other 179 (93) Valuation allowance (12,332) (8,261) Total net deferred tax assets $ 274 $ — As of December 31, 2020, the Company assessed that it is more-likely-than-not that it will not realize its deferred tax assets based on the absence of sufficient positive objective evidence that it would generate sufficient taxable income in its Costa Rica, Brazil and U.S. tax jurisdictions to realize the deferred tax assets. The Company intends to continue maintaining a full valuation allowance on its deferred tax assets in these jurisdictions until there is sufficient evidence to support the reversal of all or some portion of these allowances. As of December 31, 2020, the Company has U.S. and California tax credit carryforwards of approximately $0.1 million in total. The federal research credits begin to expire in 2037. However, the California research credits can be carried forward indefinitely. As of December 31, 2020, the Company had U.S. federal, states, U.K. and Brazil net operating losses of approximately $27.7 million, $5.3 million, $0.2 million and $16.9 million, respectively. The U.S. federal net operating losses of $4.3 million generated prior to 2018 and state net operating losses will begin to expire December 31, 2030. The U.S. federal net operating losses generated in 2018 and future years will be carried forward indefinitely. Brazil net operating losses can be carried forward indefinitely. The United States federal and California laws impose restrictions on the utilization of net operating loss carryforwards and R&D credit carryforwards in the event of a change in ownership of the Company, which constitutes an “ownership change” as defined by Internal Revenue Code Sections 382 and 383. Generally, an ownership change occurs if the percentage of the value of the shares that are owned by one or more direct or indirect “five percent shareholders” increases by more than 50% over their lowest ownership percentage at any time during the applicable testing period. If the Company has experienced an “ownership change” at any time since our formation, it already be subject to limitations on our ability to utilize our existing net operating losses and other tax attributes. The Company did not experience an ownership change in the past that would materially impact the availability of its net operating losses and tax credits. Nevertheless, future changes in our share ownership, which may be outside of our control, may trigger an “ownership change” and, consequently, Section 382 and 383 limitations. The Company has not completed a Section 382 and 383 analysis to determine if an ownership change has occurred. Until such analysis is completed, the Company cannot be sure that the full amount of the existing net operating loss carryforwards will be available to us, even if the Company does generate taxable income before their expiration. In addition, under the newly enacted U.S. federal income tax law, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. Discontinuation of preferential tax treatments the Company currently enjoys or other unfavorable changes in tax law could result in additional compliance obligations and costs. The Company is currently the beneficiary of a tax holiday in Costa Rica pursuant to which it is subject to a tax at a 0% rate. However, there can be no assurance that the Company will continue to qualify for or receive such favorable tax treatment. If the Company fails to maintain such favorable tax treatment it may be subject to tax in Costa Rica at a significantly higher rate. A tax authority may disagree with tax positions that the Company has taken, which could result in increased tax liabilities. For example, the U.S. Internal Revenue Service or another tax authority could challenge the amounts paid between the Company and its subsidiaries pursuant to our intercompany arrangements and transfer pricing policies. A tax authority may take the position that material income tax liabilities, interest and penalties are payable by the Company, in which case, the Company expects that the it might contest such assessment. Contesting such an assessment may be lengthy and costly and, if the Company is unsuccessful in disputing the assessment, the implications could increase our anticipated effective tax rate, where applicable. In addition, the Company may be subject to additional tax liabilities, which could materially and adversely affect our business, financial condition and results of operations. The application, interpretation and enforcement of the value-added tax, or VAT, and other taxes and related regulations applicable to medical device companies are complex and evolving. The Company conducts operations in multiple jurisdictions and is subject to certain taxes, including income, sales and use, employment, value added and other taxes, in the United States and other jurisdictions in which the Company does business. A change in the tax laws in the jurisdictions in which the Company does business, including an increase in tax rates or an adverse change in the treatment of an item of income or expense, possibly with retroactive effect, could result in a material increase in the amount of taxes incurred. Our determination of our tax liability is subject to review by applicable U.S. and foreign tax authorities. Any adverse outcome of such a review could harm our operating results and financial condition. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is complex and uncertain. Moreover, as a multinational business, the Company has subsidiaries that engage in many intercompany transactions in a variety of tax jurisdictions where the ultimate tax determination is complex and uncertain. The taxing authorities of the jurisdictions in which the Company operates may challenge our methodologies, which could impact our financial position and operating results. Historically, the Company has allocated some of our employees’ and contractors’ time across multiple business entities in the international jurisdictions in which the Company operates. If the Company determined that it had misclassified the employees’ or contractors’ employment status or certain of our expenditures under local laws, the Company may be subjected to penalties or be required to pay withholding taxes for, extend employee benefits to, provide compensation for unpaid overtime to, or otherwise incur substantially greater expenses with respect to such employees and contractors. Any of the foregoing circumstances could have a material adverse impact on our operating results and financial condition. The Company is periodically reviewed and audited by tax authorities with respect to income and non-income taxes. Tax authorities may disagree with certain positions the Company has taken, and we may have exposure to additional income and non-income tax liabilities which could have an adverse effect on our operating results and financial condition. Such authorities could impose additional taxes, interest and penalties, claim that various withholding requirements apply to the Company or our subsidiaries or assert that benefits of tax treaties are not available to the Company or our subsidiaries. In addition, the Company’s future effective tax rates could be favorably or unfavorably affected by changes in tax rates, changes in the valuation of our deferred tax assets or liabilities, the effectiveness of our tax planning strategies, or changes in tax laws or their interpretation. Such changes could have an adverse impact on our financial condition. As a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may harm our operating results in future periods in which the Company changes the estimates of our tax obligations or in which the ultimate tax outcome is determined. A non-U.S. corporation will be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, in any taxable year in which either (1) at least 75% of its gross income is passive income; or (2) at least 50% of the average quarterly value of its total gross assets is attributable to assets that produce “passive income” or are held for the production of passive income. Based on the project composition of our income and valuation of our assets, the Company does not believe it is a PFIC in 2020, and the Company does not expect to be a PFIC for our current taxable year or to become one in the future. However, because our PFIC status is subject to a number of uncertainties, neither the Company nor our tax advisors can provide any assurances regarding our PFIC status. If the Company is a PFIC for any taxable year during which a U.S. holder holds our common shares, the U.S. holder may be subject to adverse tax consequences. U.S. investors should consult their advisors regarding the application of these rules and the availability of any potential elections. The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or income tax returns. In estimating future tax consequences, expected future events, enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. Accounting for Uncertainty in Income Taxes The Company has adopted ASC 740-10 Accounting for Uncertainty in Income Taxes (formerly FIN 48). ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company's income tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. For the years ended December 31, 2020 and 2019 the Company has no material uncertain tax positions. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. The Company has R&D credits in the United States and has recorded reserves of $5,000 which offsets R&D credit deferred tax assets. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within the next 12 months. As of December 31, 2020, the Company is subject to taxation in Belgium, France, UK, Sweden, Italy, Germany, Austria, and the United States and the Company’s fiscal tax years 2016 through 2020 are subject to examination by the tax authorities. CARES Act and Consolidated Appropriations Act On March 27, 2020, the Coronavirus Aid, Relief and Economic Security, or CARES, Act was enacted and signed into law. The CARES Act contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020, changes to depreciation for leasehold improvements, and net operating loss limitations & carrybacks. Additionally, the Consolidated Appropriations Act of 2021 was signed on December 27, 2020 which provided additional COVID relief provisions for businesses. These pieces of legislature did not impact the Company for the 2020 provision. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table summarizes the computation of basic and diluted net loss per share for the periods presented: Year Ended December 31, 2020 2019 (in thousands, except share and per share data) Numerator: Net loss $ (38,121) $ (38,150) Denominator: Weighted average common shares used for basic and diluted earnings per share 23,316,102 20,541,528 Loss per share: Basic and diluted $ (1.63) $ (1.86) Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares and dilutive share equivalents outstanding for the period, determined using the treasury-share method and the as-if converted method, for convertible securities, if inclusion of these is dilutive . If the Company reports a net loss , diluted net loss per share is the same as basic net loss per share for those periods because including the dilutive securities would be anti-dilutive. The following potentially dilutive securities outstanding at the end of the periods presented have been excluded from the computation of diluted shares at December 31: 2020 2019 Options to purchase shares 1,752,620 1,689,016 Shares issuable on vesting of restricted stock awards 48,624 128,682 Warrants to purchase shares 5,500 5,500 Total 1,806,744 1,823,198 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During each of the years ended December 31, 2020 and 2019, the Company recorded revenue of $0.9 million and $0.7 million, respectively, for product sales to Herramientas Medicas, S.A., a distribution company owned by a family member of the Chief Executive Officer of the Company. Accounts receivable owed to the Company from this distribution company amounted to approximately $0.2 million as of December 31, 2020 and 2019. In 2016, the Company entered into a scientific board advisory agreement with Dr. Manuel Enrique Chacón Quirós, the brother of our Chief Executive Officer, Juan José Chacón Quirós, pursuant to which Dr. Chacón Quirós joined the Company’s Scientific Advisory Board, provided general scientific advice, and served as a clinical investigator, among other services. In exchange for these services, Dr. Chacón Quirós was granted options to purchase 20,580 shares. The grant vested over four years in equal annual installments. Dr. Chacón Quirós resigned from the Company’s Scientific Advisory Board in November 2019. In 2016, the Company also entered into a separate agreement with Dr. Chacón Quirós to maintain his clinic in Costa Rica as a MotivaImagine Excellence Center and to host and train physicians in the use of the Company |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | Employee Benefits Short-term employee benefits, including vacation (paid absences) and year-end bonuses (also known as 13th month salary), are current liabilities included in accrued liabilities on the consolidated balance sheets and are calculated at the non-discounted amount that the Company expects to pay as a result of uncharged employee salaries or retentions. Regarding employee termination benefits, Costa Rica labor laws establish the payment of benefits in case of death, retirement or termination without cause. This compensation is calculated according to time served in the Company and the corresponding salary in the last six months of employment, and is equal to between 19.5 and 22 days salary for each year served, up to a maximum of 8 years. Company policy recognizes termination benefits as expenses of the period during which the termination occurs, when the legal obligation is assumed due to the aforementioned events. The 40 employees in Brazil are represented by a labor union. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies Periodically, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. There have been no contingent liabilities requiring accrual or disclosure at December 31, 2020 and 2019 except for contingent equity consideration related to past asset acquisitions (see Note 3). Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Between January 1, 2021 and March 15, 2021, the Board of Directors approved grants of 348,234 shares of stock options under the 2018 Plan at weighted average exercise price equal to $68.98. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and the applicable rules and regulations of the Securities and Exchange Commission, or SEC. |
Consolidation | The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries as of December 31, 2020 as follows: Subsidiary Incorporation/Acquisition Date Establishment Labs, S.A. (Costa Rica) January 18, 2004 Motiva USA, LLC (USA) February 20, 2014 JAMM Technologies, Inc. (USA) October 27, 2015 Establishment Labs Produtos par Saude Ltda (Brazil) January 4, 2016 European Distribution Center Motiva BVBA (Belgium) March 4, 2016 Motiva Implants France SAS (France) September 12, 2016 JEN-Vault AG (Switzerland) November 22, 2016 Motiva Nordica AB (Sweden) November 2, 2017 Motiva Implants UK Limited (the United Kingdom) July 31, 2018 Motiva Italy S.R.L (Italy) July 31, 2018 Motiva Implants Spain, S.L. (Spain) January 3, 2019 Motiva Austria GmbH (Austria) January 14, 2019 Motiva Germany GmbH (Germany) August 1, 2019 Motiva Argentina S.R.L. (Argentina) February 7, 2020 |
Segments | Segments The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region, for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The Company and its Chief Executive Officer evaluate performance based primarily on revenue in the geographic regions in which the Company operates. |
Geographic Concentrations | Geographic Concentrations The Company derives all its revenues from sales to customers in Europe, the Middle East, Latin America, and Asia, and has not yet received approval to sell its products in the United States. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant accounting estimates and management judgments reflected in the consolidated financial statements include items such as accounts receivable valuation and allowances, inventory valuation and allowances, valuation of acquired intangible assets, valuation of derivatives, estimation of assets’ useful lives and valuation of deferred income tax assets, including tax valuation allowances. Estimates are based on historical experience, |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and accounts receivable. The majority of the Company’s cash is held at two financial institutions in the United States. Balances in the Company’s cash accounts exceed the Federal Deposit Insurance Corporation, or FDIC, limit of $250,000. The Company has not experienced any losses to its deposits of cash. All of the Company’s revenue has been derived from sales of its products in international markets, principally Europe, the Middle East, Latin America, and Asia. In the international markets in which the Company participates, the Company uses a combination of distributors and makes direct sales to customers. The Company performs ongoing credit evaluations of its distributors and customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. Substantially all of the Company’s revenues were derived from the sale of Motiva Implants. During the years ended December 31, 2020 and 2019, no customer accounted for more than 10% of the Company’s revenue. No customer accounted for more than 10% of the Company’s trade accounts receivable balance as of December 31, 2020. One customer accounted for 10.2% of the Company’s trade accounts receivable balance as of December 31, 2019. The Company relies on NuSil Technology, LLC, or NuSil, as the sole supplier of medical-grade silicone used in Motiva Implants. During the years ended December 31, 2020 and 2019, the Company had purchases of $15.3 million, or 66.7% of total purchases, and $14.2 million, or 58.5% of total purchases, respectively, from NuSil. As of December 31, 2020 and 2019 , we had an outstanding balance owed to this vendor of $1.3 million and $2.7 million, respectively. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of regulatory approval of the Company’s current and potential future products, uncertainty of market acceptance of the Company’s products, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. |
Cash | Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The majority of the Company’s cash is held at two financial institutions in the United States. The Company accounts for financial |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable is stated at invoice value less estimated allowances for returns and doubtful accounts. The Company continually monitors customer payments and maintains an allowance for estimated losses resulting from customers’ inability to make required payments. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition. In cases where there are circumstances that may impair a specific customer’s ability to meet its financial obligations, an allowance is recorded against amounts due, which reduces the net recognized receivable to the amount reasonably believed to be collectible. |
Inventory and Cost of Revenue | Inventory and Cost of Revenue Inventory is stated at the lower of cost to purchase or manufacture the inventory or the net realizable value of such inventory. Cost is determined using the standard cost method which approximates actual costs using the first-in, first-out basis. The Company regularly reviews inventory quantities considering actual losses, projected future demand, and remaining shelf life to record a provision for excess and slow-moving inventory. An inventory reserve of $1.6 million and $0.3 million has been recorded as of December 31, 2020 and December 31, 2019 , respectively. The Company recognizes the cost of inventory transferred to the customer in cost of revenue when revenue is recognized. |
Leases | Leases The Company has adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) as of December 31, 2020, utilizing the simplified transition method and accordingly will not recast comparative period financial information. The Company determines if an arrangement is, or contains, a lease at the inception date of the contract. The Company has elected an expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. |
Shipping and Handling Costs and Revenue Recognition | Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in selling, general and administrative, or SG&A, expenses. For each of the years ended December 31, 2020 and 2019, shipping and handling costs were $3.2 million. Revenue Recognition The Company recognizes revenue related to sales of products to distributors or directly to customers in markets where it has regulatory approval, net of discounts and allowances. The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers . ASC 606 requires the Company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company recognizes revenue related to the sales of products to distributors at the time of shipment of the product, which represents the point in time when the distributor has taken ownership and assumed the risk of loss and the required revenue recognition criteria are satisfied. The Company’s distributors are obligated to pay within specified terms regardless of when, or if, they sell the products. The Company’s contracts with distributors typically do not contain right of return or price protection and have no post-delivery obligations. The Company recognizes revenue when title to the product and risk of loss transfer to customers, provided there are no remaining performance obligations required of the Company or any written matters requiring customer acceptance. The Company allows for the return of product from direct customers in certain regions within fifteen days after the original sale and records estimated sales returns as a reduction of sales in the same period revenue is recognized. Appropriate reserves are established for anticipated sales returns based on historical experience, recent gross sales and any notification of pending returns. Actual sales returns in any future period are inherently uncertain and thus may differ from the estimates. If actual sales returns differ significantly from the estimates, an adjustment to revenue in the current or subsequent period is recorded. As of December 31, 2020 and 2019 , an allowance of $54,000 and $36,000 was recorded for product returns, respectively. A portion of the Company’s revenue is generated from the sale of consigned inventory maintained at physician, hospital, and clinic locations. For these products, revenue is recognized at the time the Company is notified by the consignee that the product has been implanted, not when the consigned products are delivered to the consignee’s warehouse. |
Research and Development | Research and Development Costs related to research and development, or R&D, activities are expensed as incurred. R&D costs primarily include personnel costs, materials, clinical expenses, regulatory expenses, product development, consulting services, and outside research activities, all of which are directly related to research and development activities. |
Selling, General and Administrative Expenses | Selling, General and Administrative ExpensesSG&A expenses include sales and marketing costs, payroll and related benefit costs, insurance expenses, shipping and handling costs, legal and professional fees and administrative overhead. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. five |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company records the excess of the acquisition purchase price over the net fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other, the Company tests goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with the annual impairment test for goodwill, the Company elected the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines that it was more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test is performed. Consistent with the Company's assessment that it has only one reporting segment, the Company has determined that it has only one reporting unit and tests goodwill for impairment at the entity level using the two-step process required by ASC 350. In the first step, the Company compares the carrying amount of the reporting unit to the fair value of the enterprise. If the fair value of the enterprise exceeds the carrying value, goodwill is not considered impaired and no further testing is required. If the carrying value of the enterprise exceeds the fair value, goodwill is potentially impaired, and the second step of the impairment test must be performed. In the second step, the Company compares the implied fair value of the goodwill, as defined by ASC 350, to its carrying amount to determine the impairment loss, if any. The Company capitalizes certain costs related to intangible assets, such as patents, trademarks and software development costs. The Company follows the provisions of ASC 350-40, Internal Use Software for determining whether computer software is internal-use software and on accounting for the proceeds of computer software originally developed or obtained for internal use. The Company expenses all costs incurred during the preliminary project stage of software development and capitalizes the costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements add additional functionality to the software. Costs incurred to improve and support products after they become available are charged to expense as incurred. two |
Long-Lived Assets | Long-Lived AssetsThe Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. There were no impairment charges, or changes in estimated useful lives recorded during the years ended December 31, 2020 and 2019. |
Debt and Embedded Derivatives | Debt and Embedded Derivatives The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 Debt with Conversion and Other Options (see Note 6). The Company uses option pricing valuation models to determine the fair value of embedded derivatives and records any change in fair value as a component of other income or expense in the consolidated statements of operations (see Note 5). |
Debt Issuance Costs and Debt Discounts | Debt Issuance Costs and Debt Discounts Costs incurred in connection with the issuance of new debt are capitalized. Capitalizable debt issuance costs paid to third parties and debt discounts, net of amortization, are recorded as a reduction to the long-term debt balance on the consolidated balance sheets. Amortization expense on capitalized debt issuance costs and debt discounts related to loans are calculated using the effective interest method over the term of the loan commitment and is recorded as interest expense in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or income tax returns. In estimating future tax consequences, expected future events, enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. |
Foreign Currency | Foreign Currency The financial statements of the Company’s foreign subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheet. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. |
Comprehensive Loss | Comprehensive LossThe Company’s comprehensive loss consists of net loss and foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries. |
Share-based Compensation | Share-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards in accordance with the provisions of ASC 718, Stock Compensation . Stock-based awards granted include stock options, restricted stock units, or RSUs, and restricted stock awards, or RSAs. Share-based compensation expense for stock options and RSAs granted to employees is measured at the grant date based on the fair value of the awards and is recognized as an expense ratably on a straight-line basis over the requisite service period. The fair value of options to purchase shares granted to employees is estimated on the grant date using the Black-Scholes option valuation model. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to shareholders by the weighted-average number of shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares and potentially dilutive |
Recent Accounting Standards | Recent Accounting Standards Periodically, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, or JOBS Act, the Company meets the definition of an emerging growth company, and has elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company will remain an emerging growth company until the earliest of (1) the last day of its first fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. The following recent accounting pronouncements issued by the FASB, could have a material effect on our financial statements: Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases ( Topic 842) , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases today. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard is effective for non-public business entities and emerging growth companies for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted ASC 842 effective January 1, 2020, utilizing the modified retrospective method and accordingly did not recast comparative period financial information. Upon adoption, the Company recorded an initial operating lease right-of-use asset of $2.5 million, prepaid rent of $0.1 million and an associated operating lease liability of $2.6 million primarily related to real estate leases. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) . The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For non-public business entities and emerging growth companies the standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect the updated standard will have on its consolidated financial statements and footnote disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements. The modifications removed the following disclosure requirements: (i) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU added the following disclosure requirements: (i) the changes in unrealized gains and losses for the period included in other comprehensive income, or OCI, for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) the range and weighted average of significant observable inputs used to develop Level 3 fair value measurements. This update is effective for non-public entities for annual and interim periods beginning after December 15, 2020, with early adoption permitted. As the requirements of this literature are disclosure only, ASU 2018-13 will not impact our financial condition or results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU replaces the impairment methodology in current GAAP, which delays recognition of credit losses until it is probable a loss has been incurred, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For non-public business entities and emerging growth companies the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and footnote disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Consolidated Entities | The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries as of December 31, 2020 as follows: Subsidiary Incorporation/Acquisition Date Establishment Labs, S.A. (Costa Rica) January 18, 2004 Motiva USA, LLC (USA) February 20, 2014 JAMM Technologies, Inc. (USA) October 27, 2015 Establishment Labs Produtos par Saude Ltda (Brazil) January 4, 2016 European Distribution Center Motiva BVBA (Belgium) March 4, 2016 Motiva Implants France SAS (France) September 12, 2016 JEN-Vault AG (Switzerland) November 22, 2016 Motiva Nordica AB (Sweden) November 2, 2017 Motiva Implants UK Limited (the United Kingdom) July 31, 2018 Motiva Italy S.R.L (Italy) July 31, 2018 Motiva Implants Spain, S.L. (Spain) January 3, 2019 Motiva Austria GmbH (Austria) January 14, 2019 Motiva Germany GmbH (Germany) August 1, 2019 Motiva Argentina S.R.L. (Argentina) February 7, 2020 |
Disaggregation of Revenue | Revenue was generated in these primary geographic markets: Year Ended December 31, 2020 2019 (in thousands) Europe $ 37,667 $ 36,212 Latin America 21,512 27,994 Asia-Pacific/Middle East 24,986 24,819 Other 511 540 $ 84,676 $ 89,565 |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Inventory, Net | Inventory, Net December 31, 2020 2019 (in thousands) Raw materials $ 5,450 $ 5,506 Work in process 1,121 1,200 Finished goods 16,639 21,954 $ 23,210 $ 28,660 |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets December 31, 2020 2019 (in thousands) Prepaid insurance $ 2,115 $ 2,371 Prepaid raw materials and accessories 164 1,885 Prepaid taxes 528 1,234 Other 2,632 1,267 $ 5,439 $ 6,757 |
Property and Equipment, Net | Property and Equipment, Net December 31, 2020 2019 (in thousands) Machinery and equipment $ 9,232 $ 8,045 Building improvements 6,456 6,443 Furniture and fixtures 4,092 3,614 Building 2,472 2,472 Leasehold improvements 2,065 2,101 Land 802 802 Vehicles 399 463 Construction in process 317 — Total 25,835 23,940 Less: Accumulated depreciation and amortization (9,633) (7,522) $ 16,202 $ 16,418 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, 2020 2019 (in thousands) Performance bonus $ 2,406 $ 2,080 Payroll and related expenses 2,781 1,996 Bonus feature of stock option grants 5,992 4,212 Operating lease liabilities - current 788 — Commissions 628 522 Professional and legal services 439 500 Short-term minimum lease payments under finance leases 160 258 Warranty reserve 237 313 Advisory board and board of director related expenses 80 124 Other 1,021 672 $ 14,532 $ 10,677 |
Schedule of Short-term Debt | Other liabilities, short-term consisted of the following: December 31, 2020 2019 (in thousands) Contingent equity consideration (see Note 5) $ — $ 922 Deferred revenue 1,214 785 Cash payable for asset acquisitions 432 492 $ 1,646 $ 2,199 |
Schedule of Long-term Debt | Other liabilities, long-term consisted of the following: December 31, 2020 2019 (in thousands) Deferred revenue $ 1,860 $ 1,344 Cash payable for asset acquisitions 425 781 Other 47 336 $ 2,332 $ 2,461 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | There were no changes in the carrying amount of goodwill during the year ended December 31, 2020: Balance as of January 1, 2020 Additions Accumulated Impairment Losses Balance as of December 31, 2020 (in thousands) Goodwill $ 465 $ — $ — $ 465 |
Schedule of Finite-Lived Intangible Assets | The carrying amounts of these intangible assets other than goodwill as of December 31, 2020 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,736 $ (951) $ 785 7-12 Customer relationships 2,033 (1,297) 736 4-10 510(k) authorization 567 (194) 373 15 Developed technology 62 (46) 16 10 Capitalized software development costs 2,203 (302) 1,901 2-5 Other 75 (29) 46 2-5 Capitalized patents and license rights not yet amortized 291 — 291 $ 6,967 $ (2,819) $ 4,148 The carrying amounts of intangible assets other than goodwill as of December 31, 2019 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,693 $ (766) $ 927 7-12 Customer relationships 1,896 (836) 1,060 4-10 510(k) authorization 567 (156) 411 15 Developed technology 62 (39) 23 10 Capitalized software development costs 780 (98) 682 2-5 Other 75 (28) 47 2-5 Capitalized patents and license rights not yet amortized 291 — 291 $ 5,364 $ (1,923) $ 3,441 |
Schedule of Indefinite-Lived Intangible Assets | The carrying amounts of these intangible assets other than goodwill as of December 31, 2020 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,736 $ (951) $ 785 7-12 Customer relationships 2,033 (1,297) 736 4-10 510(k) authorization 567 (194) 373 15 Developed technology 62 (46) 16 10 Capitalized software development costs 2,203 (302) 1,901 2-5 Other 75 (29) 46 2-5 Capitalized patents and license rights not yet amortized 291 — 291 $ 6,967 $ (2,819) $ 4,148 The carrying amounts of intangible assets other than goodwill as of December 31, 2019 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,693 $ (766) $ 927 7-12 Customer relationships 1,896 (836) 1,060 4-10 510(k) authorization 567 (156) 411 15 Developed technology 62 (39) 23 10 Capitalized software development costs 780 (98) 682 2-5 Other 75 (28) 47 2-5 Capitalized patents and license rights not yet amortized 291 — 291 $ 5,364 $ (1,923) $ 3,441 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2020, the amortization expense related to identifiable intangible assets, with definite useful lives, in future periods is expected to be as follows: Year Ending December 31, (in thousands) 2021 $ 1,140 2022 816 2023 558 2024 533 2025 335 Thereafter 475 Total $ 3,857 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at period end: Fair Value Measurements at December 31, 2020 Total Level 1 Level 2 Level 3 (in thousands) Liabilities Madryn put option liability $ 1,440 $ — $ — $ 1,440 $ 1,440 $ — $ — $ 1,440 Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 (in thousands) Liabilities Madryn put option liability $ 3,072 $ — $ — $ 3,072 Acquisition-related contingent consideration 922 — — 922 $ 3,994 $ — $ — $ 3,994 |
Fair Value Measurement Inputs and Valuation Techniques | The Company used the following assumptions to value Madryn derivatives: Put Option Liability (Madryn) December 31, 2020 December 31, 2019 Interest rate volatility 19.7% 21.4% Market yield rate 7.9% 10.1% Term (in years) 4.82 5.75 Dividend yield —% —% |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows: Acquisition-related Contingent Consideration Put Option Liability (Madryn) Balance at December 31, 2018 $ 1,828 $ 4,768 Issuance of financial instruments — 1,356 Change in fair value (276) (3,052) Settlement (630) — Balance at December 31, 2019 922 3,072 Change in fair value (304) (1,632) Settlement (618) — Balance at December 31, 2020 $ — $ 1,440 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company recorded Madryn debt on the balance sheet as follows: December 31, 2020 2019 (in thousands) Principal $ 65,000 $ 65,000 Net unamortized debt discount and issuance costs (15,168) (16,858) Net carrying value of Madryn debt $ 49,832 $ 48,142 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | Total lease cost includes the following components for the year ended December 31, 2020 : (in thousands) Operating lease expense cost $ 644 Finance Lease Costs Interest expense 24 Amortization expense 80 Total finance lease costs $ 104 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities (in thousands) Operating cash outflows from operating leases $ 137 Operating cash outflows from finance leases $ 24 Financing cash outflows from finance leases $ 277 ROU assets obtained in exchange for new lease liabilities Operating leases $ 355 Finance leases $ — |
Assets And Liabilities, Lessee | December 31, 2020 Supplemental balance sheet information (in thousands) Operating leases Operating lease right-of-use assets $ 2,610 Operating lease liabilities - short-term 788 Operating lease liabilities - long-term 1,923 Total operating lease liabilities $ 2,711 Finance leases Finance lease right-of-use assets $ 313 Finance lease liabilities - short-term 160 Finance lease liabilities - long-term 28 Total finance lease liabilities $ 188 Weighted-average remaining lease term (years) Operating leases 6.2 Finance leases 1.0 Weighted-average discount rate (%) Operating leases 10.5 % Finance leases 9.1 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities as of December 31, 2020 were as follows: Years Ending December 31, Operating Leases Finance Leases (in thousands) 2021 $ 661 $ 168 2022 594 29 2023 565 — 2024 532 — 2025 449 — Thereafter 878 — Total future minimum lease payments 3,679 197 Less: Amount of lease payments representing interest (968) (9) Present value of future minimum lease payments $ 2,711 $ 188 |
Finance Lease, Liability, Fiscal Year Maturity | Years Ending December 31, Operating Leases Finance Leases (in thousands) 2021 $ 661 $ 168 2022 594 29 2023 565 — 2024 532 — 2025 449 — Thereafter 878 — Total future minimum lease payments 3,679 197 Less: Amount of lease payments representing interest (968) (9) Present value of future minimum lease payments $ 2,711 $ 188 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Reserved Ordinary Shares for Future Issuances | The Company had reserved common shares for future issuances at December 31: 2020 2019 Warrants to purchase shares 5,500 5,500 Options to purchase shares 2,012,960 1,837,576 Remaining shares available under the 2018 Equity Incentive Plan 1,641,112 1,312,648 Shares issuable on vesting of restricted stock awards 48,624 128,682 Remaining shares available under the 2018 ESPP 474,000 287,000 Total 4,182,196 3,571,406 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2020 and 2019, 5,500 warrants to purchase the Company’s common shares were outstanding and exercisable: Warrant Holder Issue Date In Connection With Warrant to Shares Exercise Expiration Date Rockport 3/3/2017 Loan agreement Common 5,500 $ 3.80 8/28/2022 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | During the periods presented, the Company recorded the following share-based compensation expense for stock options and restricted stock awards: Year Ended December 31, 2020 2019 (in thousands) Sales, general and administrative $ 4,203 $ 5,021 Research and development 1,518 1,505 Total $ 5,721 $ 6,526 |
Schedule of Stock Options | Stock Options Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balances at December 31, 2019 1,837,576 $ 14.54 8.06 $ 24,122 Granted (weighted-average fair value of $12.93 per share) 492,286 22.26 Exercised (143,402) 8.70 Forfeited/canceled (173,500) 16.05 Balances at December 31, 2020 2,012,960 $ 16.71 7.75 $ 42,126 |
Schedule of Employee Stock Options Valuation Assumptions | The fair value of stock options granted to employees was estimated using the following assumptions: Year Ended December 31, 2020 2019 Volatility 55.0% - 60.0% 56.0% Risk-free interest rate 0.4% - 1.5% 1.6% - 2.6% Term (in years) 6.25 6.25 Dividend yield 0% 0% The fair value of stock options granted to consultants was estimated using the following assumptions during the following periods presented: Year Ended December 31, 2020 2019 Volatility 56.0% - 60.0% 56.0% - 57.0% Risk-free interest rate 0.6% - 1.6% 1.7% - 2.1% Term (in years) 10.0 10.0 Dividend yield 0.0% 0.0% |
Schedule of Restricted Stock | The following table represents RSA activity for fiscal 2020: Restricted Stock Awards Weighted- Outstanding unvested at December 31, 2019 128,682 $ 11.81 Granted — — Vested (70,910) 12.45 Forfeited/canceled (9,148) 9.55 Outstanding unvested at December 31, 2020 48,624 $ 11.32 |
Asset Acquisitions (Tables)
Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Asset Acquisition, by Acquisition | The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 340 Cash paid for inventory 807 Total purchase price $ 1,147 Allocation of Purchase Price: (in thousands) Inventory $ 1,009 Customer relationships 138 Total purchase price allocated $ 1,147 The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 335 Fair market value of common shares issued on effective date 337 Cash paid for inventory 432 Total purchase price $ 1,104 Allocation of Purchase Price: (in thousands) Inventory $ 1,104 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the year ended December 31, loss before income tax provision consisted of the following: 2020 2019 (in thousands) Costa Rica operations $ (8,872) $ 5,022 Non-Costa Rica operations (29,145) (42,532) $ (38,017) $ (37,510) |
Schedule of Components of Income Tax Expense (Benefit) | December 31, the income tax provision consisted of the following: 2020 2019 (in thousands) Current Costa Rica $ — $ — Non-Costa Rica 378 640 Total current 378 640 Deferred Costa Rica — — Non-Costa Rica (274) — Total deferred (274) — Total provision $ 104 $ 640 |
Schedule of Effective Income Tax Rate Reconciliation | The items accounting for the difference between income taxes computed at the Costa Rica statutory income tax rate and the income tax provision consisted of the following at December 31: 2020 2019 (in thousands) Tax benefit at Costa Rica statutory rate $ (11,405) 30 % $ (11,253) 30 % Foreign tax rate differential 5,252 (14) 10,623 (29) Tax rate changes 4 — 6 — Return to provision adjustment (559) 2 391 (1) Tax credits (82) — (56) — Change in valuation allowance 4,071 (11) 2,271 (6) Tax holiday adjustment (benefit) 2,636 (7) (1,507) 4 Other 187 — 165 — Total provision for income taxes $ 104 — % $ 640 (2) % |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, the components of the Company's deferred tax assets and liabilities are as follows: 2020 2019 (in thousands) Accruals and reserves $ 133 $ 128 Intangibles 113 93 Stock compensation 197 206 Net operating loss 11,868 7,842 R&D credits 116 85 Other 179 (93) Valuation allowance (12,332) (8,261) Total net deferred tax assets $ 274 $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table summarizes the computation of basic and diluted net loss per share for the periods presented: Year Ended December 31, 2020 2019 (in thousands, except share and per share data) Numerator: Net loss $ (38,121) $ (38,150) Denominator: Weighted average common shares used for basic and diluted earnings per share 23,316,102 20,541,528 Loss per share: Basic and diluted $ (1.63) $ (1.86) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities outstanding at the end of the periods presented have been excluded from the computation of diluted shares at December 31: 2020 2019 Options to purchase shares 1,752,620 1,689,016 Shares issuable on vesting of restricted stock awards 48,624 128,682 Warrants to purchase shares 5,500 5,500 Total 1,806,744 1,823,198 |
Formation and Business of the_2
Formation and Business of the Company (Details) | Dec. 31, 2020facility |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of manufacturing facilities | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)reportingunitsegmentnumberOfFinancialInstitutions | Dec. 31, 2019USD ($) | Jan. 01, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of financial institutions holding cash | numberOfFinancialInstitutions | 2 | ||
Cash equivalents | $ 0 | $ 0 | |
Inventory obsolescence | 1,600,000 | 300,000 | |
Sales, general and administrative | $ 66,625,000 | 70,811,000 | |
Product return period | 15 days | ||
Valuation allowances and reserves, amount | $ 54,000 | 36,000 | |
Product shelf life | 5 years | ||
Number of reportable segments | segment | 1 | ||
Number of reporting units | reportingunit | 1 | ||
Goodwill and intangible asset impairment | $ 0 | 0 | |
Asset impairment charges | 0 | 0 | |
Foreign currency transaction gain (loss) | 1,700,000 | 1,200,000 | |
Right-of-use operating lease assets, net | 2,610,000 | ||
Operating lease liabilities | 2,711,000 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right-of-use operating lease assets, net | $ 2,500,000 | ||
Prepaid rent | 100,000 | ||
Operating lease liabilities | $ 2,600,000 | ||
Shipping and Handling | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Sales, general and administrative | 3,200,000 | 3,200,000 | |
Product Concentration Risk | NuSil Technology LLC | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Purchases from suppliers | 15,300,000 | 14,200,000 | |
Outstanding balance owed | $ 1,300,000 | $ 2,700,000 | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years | ||
Estimated useful lives | 2 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 10 years | ||
Estimated useful lives | 15 years | ||
Customer One | Customer Concentration Risk | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 10.20% | ||
Revenue | Brazil | Geographic Concentration Risk | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 10.90% | 15.70% | |
Purchases | Product Concentration Risk | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 66.70% | 58.50% | |
Long-lived Assets | COSTA RICA | Geographic Concentration Risk | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 80.00% | 83.00% | |
Building | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 50 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 84,676 | $ 89,565 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 37,667 | 36,212 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 21,512 | 27,994 |
Asia-Pacific/Middle East | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 24,986 | 24,819 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 511 | $ 540 |
Balance Sheet Accounts - Invent
Balance Sheet Accounts - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 5,450 | $ 5,506 |
Work in process | 1,121 | 1,200 |
Finished goods | 16,639 | 21,954 |
Inventory, gross | $ 23,210 | $ 28,660 |
Balance Sheet Accounts - Narrat
Balance Sheet Accounts - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Inventory on consignment | $ 2,000 | |
Depreciation and amortization expense | 2,400 | $ 2,700 |
Finance Lease, ROU asset, before accumulated amortization | 1,400 | |
Capital leased assets, gross value | 1,500 | |
Assets Held under Capital Leases | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 84 | |
Leaseholds and Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 80 |
Balance Sheet Accounts - Prepai
Balance Sheet Accounts - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid insurance | $ 2,115 | $ 2,371 |
Prepaid raw materials and accessories | 164 | 1,885 |
Prepaid taxes | 528 | 1,234 |
Other | 2,632 | 1,267 |
Total prepaid expenses and other current assets | $ 5,439 | $ 6,757 |
Balance Sheet Accounts - Proper
Balance Sheet Accounts - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 25,835 | $ 23,940 |
Less: Accumulated depreciation and amortization | (9,633) | (7,522) |
Property, plant and equipment, net | 16,202 | 16,418 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,232 | 8,045 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,456 | 6,443 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,092 | 3,614 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,472 | 2,472 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,065 | 2,101 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 802 | 802 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 399 | 463 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 317 | $ 0 |
Balance Sheet Accounts - Accrue
Balance Sheet Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Performance bonus | $ 2,406 | $ 2,080 |
Payroll and related expenses | 2,781 | 1,996 |
Bonus feature of stock option grants | 5,992 | 4,212 |
Operating lease liabilities - current | 788 | |
Commissions | 628 | 522 |
Professional and legal services | 439 | 500 |
Short-term minimum lease payments under finance leases | 160 | |
Short-term minimum lease payments under finance leases | 258 | |
Warranty reserve | 237 | 313 |
Advisory board and board of director related expenses | 80 | 124 |
Other | 1,021 | 672 |
Accrued liabilities | $ 14,532 | $ 10,677 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent |
Balance Sheet Accounts - Other
Balance Sheet Accounts - Other Liabilities, Short Term (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contingent equity consideration (see Note 5) | $ 0 | $ 922 |
Deferred revenue | 1,214 | 785 |
Cash payable for asset acquisitions | 432 | 492 |
Other liabilities | $ 1,646 | $ 2,199 |
Balance Sheet Accounts - Othe_2
Balance Sheet Accounts - Other Liabilities, Long-term (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred revenue | $ 1,860 | $ 1,344 |
Cash payable for asset acquisitions | 425 | 781 |
Other | 47 | 336 |
Other liabilities | $ 2,332 | $ 2,461 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 465 |
Additions | 0 |
Accumulated Impairment Losses | 0 |
Ending Balance | $ 465 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (2,819) | $ (1,923) |
Net Carrying Amount | 3,857 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Indefinite-lived capitalized patents and license rights | 291 | 291 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amount | 6,967 | 5,364 |
Net book value | $ 4,148 | 3,441 |
Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 15 years | |
Patents and license rights | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 1,736 | 1,693 |
Accumulated Amortization | (951) | (766) |
Net Carrying Amount | $ 785 | $ 927 |
Patents and license rights | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 7 years | 7 years |
Patents and license rights | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 12 years | 12 years |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 2,033 | $ 1,896 |
Accumulated Amortization | (1,297) | (836) |
Net Carrying Amount | $ 736 | $ 1,060 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 4 years | 4 years |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 10 years | 10 years |
510(k) authorization | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 567 | $ 567 |
Accumulated Amortization | (194) | (156) |
Net Carrying Amount | $ 373 | $ 411 |
Estimated Useful Lives | 15 years | 15 years |
Developed technology | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 62 | $ 62 |
Accumulated Amortization | (46) | (39) |
Net Carrying Amount | $ 16 | $ 23 |
Estimated Useful Lives | 10 years | 10 years |
Capitalized software development costs | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 2,203 | $ 780 |
Accumulated Amortization | (302) | (98) |
Net Carrying Amount | $ 1,901 | $ 682 |
Capitalized software development costs | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 2 years | 2 years |
Capitalized software development costs | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 5 years | 5 years |
Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 75 | $ 75 |
Accumulated Amortization | (29) | (28) |
Net Carrying Amount | $ 46 | $ 47 |
Other | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 2 years | 2 years |
Other | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 5 years | 5 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 900,000 | $ 600,000 |
Goodwill and intangible asset impairment | $ 0 | $ 0 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Amortization Expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 1,140 |
2022 | 816 |
2023 | 558 |
2024 | 533 |
2025 | 335 |
Thereafter | 475 |
Net Carrying Amount | $ 3,857 |
Fair Value Measurements - FV on
Fair Value Measurements - FV on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Madryn put option liability | $ 1,440 | $ 3,072 |
Acquisition-related contingent consideration | 922 | |
Liabilities | 1,440 | 3,994 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Madryn put option liability | 0 | 0 |
Acquisition-related contingent consideration | 0 | |
Liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Madryn put option liability | 0 | 0 |
Acquisition-related contingent consideration | 0 | |
Liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Madryn put option liability | 1,440 | 3,072 |
Acquisition-related contingent consideration | 922 | |
Liabilities | $ 1,440 | $ 3,994 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | Nov. 17, 2017USD ($)shares | Aug. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2020shares | Dec. 31, 2019 | Aug. 31, 2017USD ($) |
Femiline AB and Jonah Anderson | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Shares contingently issuable (in shares) | shares | 100,000 | 100,000 | ||||
Acquisition-related contingent consideration | $ 1 | |||||
Line of Credit | Madryn Credit Agreement | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of options | $ 15.1 | |||||
Debt discount | $ 1.6 | $ 5 | ||||
Proceeds from issuance of debt | $ 25 | $ 10 | ||||
Measurement Input, Probability of Change in Control | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in control, percentage | 0.50 | 0.50 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives (Details) - Put Option Liability (Madryn) | Dec. 31, 2020 | Dec. 31, 2019 |
Interest rate volatility | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0.197 | 0.214 |
Market yield rate | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0.079 | 0.101 |
Term (in years) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 4.82 | 5.75 |
Dividend yield | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0 | 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquisition-related Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 922 | $ 1,828 |
Issuance of financial instruments | 0 | |
Change in fair value | (304) | (276) |
Settlement | (618) | (630) |
Ending Balance | 0 | 922 |
Put Option Liability (Madryn) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 3,072 | 4,768 |
Issuance of financial instruments | 1,356 | |
Change in fair value | (1,632) | (3,052) |
Settlement | 0 | 0 |
Ending Balance | $ 1,440 | $ 3,072 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Line of Credit - USD ($) | Aug. 12, 2019 | Jun. 17, 2019 | Dec. 15, 2017 | Oct. 31, 2017 | Aug. 31, 2020 | Aug. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2017 | Jun. 16, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 05, 2020 | Sep. 30, 2017 | Aug. 31, 2017 |
Madryn Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 25,000,000 | $ 65,000,000 | ||||||||||||
Borrowings on credit facility | $ 10,000,000 | |||||||||||||
Principal | 40,000,000 | $ 65,000,000 | $ 65,000,000 | |||||||||||
Effective interest rate | 18.40% | |||||||||||||
Weighted average interest rate | 10.60% | |||||||||||||
Interest expense | $ 700,000 | $ 300,000 | $ 7,600,000 | $ 6,200,000 | ||||||||||
Fair value of options | $ 15,100,000 | |||||||||||||
Debt discount | $ 1,600,000 | 5,000,000 | ||||||||||||
Proceeds from issuance of debt | 25,000,000 | $ 10,000,000 | ||||||||||||
Debt Issuance costs, net | $ 300,000 | $ 1,300,000 | ||||||||||||
Madryn Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit agreement interest rate | 8.00% | 11.00% | ||||||||||||
Default interest rate | 4.00% | |||||||||||||
Madryn Credit Agreement - Term A | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 30,000,000 | |||||||||||||
Madryn Credit Agreement - Term B-1 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Borrowings on credit facility | $ 5,000,000 | |||||||||||||
Madryn Credit Agreement - Term B-2 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Borrowings on credit facility | $ 5,000,000 | |||||||||||||
Madryn Credit Agreement - Term B-3 And B-4 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Borrowings on credit facility | $ 25,000,000 | |||||||||||||
Madryn Credit Agreement - Term B-3 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Additional borrowing capacity | $ 10,000,000 | |||||||||||||
Madryn Credit Agreement - Term B-4 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Additional borrowing capacity | $ 15,000,000 |
Debt - Madryn Debt (Details)
Debt - Madryn Debt (Details) - Madryn Credit Agreement - Line of Credit - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | |||
Principal | $ 65,000 | $ 65,000 | $ 40,000 |
Net unamortized debt discount and issuance costs | (15,168) | (16,858) | |
Net carrying value of Madryn debt | $ 49,832 | $ 48,142 |
Leases - Narrative (Details)
Leases - Narrative (Details) - Maximum | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 8 years |
Lessee, Finance Lease, Term of Contract | 8 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease expense cost | $ 644 |
Interest expense | 24 |
Amortization expense | 80 |
Total finance lease costs | $ 104 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating leases | |
Right-of-use operating lease assets, net | $ 2,610 |
Operating lease liabilities - current | 788 |
Operating lease liabilities, non-current | 1,923 |
Operating lease liabilities | 2,711 |
Finance leases | |
Finance lease right-of-use assets | 313 |
Finance lease liabilities - short-term | 160 |
Finance lease liabilities - long-term | 28 |
Total finance lease liabilities | $ 188 |
Weighted-average remaining lease term (years) | |
Operating leases | 6 years 2 months 12 days |
Finance leases | 1 year |
Weighted-average discount rate (%) | |
Operating leases | 10.50% |
Finance leases | 9.10% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash outflows from operating leases | $ 137 |
Operating cash outflows from finance leases | 24 |
Financing cash outflows from finance leases | 277 |
ROU assets obtained in exchange for new lease liabilities | |
Operating leases | 355 |
Finance leases | $ 0 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 661 |
2022 | 594 |
2023 | 565 |
2024 | 532 |
2025 | 449 |
Thereafter | 878 |
Total future minimum lease payments | 3,679 |
Less: Amount of lease payments representing interest | (968) |
Present value of future minimum lease payments | 2,711 |
Finance Leases | |
2021 | 168 |
2022 | 29 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total future minimum lease payments | 197 |
Less: Amount of lease payments representing interest | (9) |
Present value of future minimum lease payments | $ 188 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Common stock, shares issued (in shares) | 23,925,789 | 21,057,040 |
Common stock, shares outstanding (in shares) | 23,517,719 | 20,648,970 |
Common Shares | ||
Class of Stock [Line Items] | ||
Common stock, shares issued (in shares) | 23,925,789 | 21,057,040 |
Common stock, shares outstanding (in shares) | 23,517,719 | 20,648,970 |
Shareholders' Equity - Reserved
Shareholders' Equity - Reserved Ordinary Shares (Details) - shares | Dec. 31, 2020 | Jan. 20, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Shares reserved for future issuance (in shares) | 4,182,196 | 3,571,406 | ||
Equity Incentive Plan, 2018 | ||||
Class of Stock [Line Items] | ||||
Shares reserved for future issuance (in shares) | 1,641,112 | 3,000,000 | 1,312,648 | 1,500,000 |
Employee Stock Option | ||||
Class of Stock [Line Items] | ||||
Shares reserved for future issuance (in shares) | 2,012,960 | 1,837,576 | ||
Restricted Stock | ||||
Class of Stock [Line Items] | ||||
Shares reserved for future issuance (in shares) | 48,624 | 128,682 | ||
ESPP | ||||
Class of Stock [Line Items] | ||||
Shares reserved for future issuance (in shares) | 474,000 | 287,000 | ||
Rockport Warrants | ||||
Class of Stock [Line Items] | ||||
Shares reserved for future issuance (in shares) | 5,500 | 5,500 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - Rockport Warrants - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2017 |
Class of Stock [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 3.80 | $ 3.80 | |
Warrants outstanding (in shares) | 5,500 | 5,500 | |
Common Class B | |||
Class of Stock [Line Items] | |||
Number of shares called by warrants (in shares) | 145,000 |
Warrants - Warrant (Details)
Warrants - Warrant (Details) - Rockport Warrants - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2017 |
Class of Stock [Line Items] | |||
Shares (in shares) | 5,500 | 5,500 | |
Exercise Price (in dollars per share) | $ 3.80 | $ 3.80 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | Jan. 20, 2020 | Jan. 01, 2020 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 4,182,196 | 3,571,406 | |||||
Number of options vested and exercisable (in shares) | 938,585 | ||||||
Weighted average exercise price vested and exercisable (in dollars per share) | $ 11.31 | ||||||
Aggregate intrinsic value of options vested and exercisable | $ 24,700,000 | ||||||
Number of options exercised in period (in shares) | 143,402 | ||||||
Weighted average exercise price of options exercised (in dollars per share) | $ 8.70 | ||||||
Intrinsic value of options exercised in period | $ 1,900,000 | $ 1,500,000 | |||||
Unrecognized compensation expense of stock options granted | $ 7,200,000 | ||||||
Unrecognized compensation expense period for recognition | 2 years 3 months 18 days | ||||||
Unrecognized share-based compensation cost of unvested RSAs | $ 5,721,000 | $ 6,526,000 | |||||
Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 2,012,960 | 1,837,576 | |||||
Vesting period | 4 years | ||||||
Unrecognized share-based compensation cost of unvested RSAs | $ 2,800,000 | $ 2,200,000 | |||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 48,624 | 128,682 | |||||
RSAs vested in period | $ 600,000 | $ 1,100,000 | |||||
Unrecognized share-based compensation cost | $ 400,000 | ||||||
Employee unrecognized compensation expense, period for recognition | 9 months 18 days | ||||||
Minimum | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Maximum | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Consultant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense of stock options to non-employees | $ 2,900,000 | ||||||
Issuance of stock and warrants for services or claims | $ 2,300,000 | $ 3,200,000 | |||||
Equity Incentive Plan, 2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 1,641,112 | 1,312,648 | 3,000,000 | 1,500,000 | |||
Common stock, shares authorized (in shares) | 750,000 | 750,000 | |||||
Capital shares reserved for future issuance, increase (decrease), percent | 4.00% | ||||||
Equity Incentive Plan, 2018 | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 3,750,000 | ||||||
Common stock, shares authorized (in shares) | 750,000 |
Share-based Compensation - Stoc
Share-based Compensation - Stock Options and Restricted Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 5,721 | $ 6,526 |
Sales, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 4,203 | 5,021 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 1,518 | $ 1,505 |
Share-based Compensation - St_2
Share-based Compensation - Stock Options (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Number of Options Outstanding | ||
Balance outstanding (in shares) | shares | 1,837,576 | |
Granted (in shares) | shares | 492,286 | |
Exercised (in shares) | shares | (143,402) | |
Forfeited/canceled (in shares) | shares | (173,500) | |
Balance outstanding (in shares) | shares | 2,012,960 | 1,837,576 |
Weighted average fair value (in dollars per share) | $ 12.93 | |
Weighted-Average Exercise Price | ||
Options outstanding (in dollars per share) | 14.54 | |
Granted (in dollars per share) | 22.26 | |
Exercised (in dollars per share) | 8.70 | |
Forfeited/canceled (in dollars per share) | 16.05 | |
Options outstanding (in dollars per share) | $ 16.71 | $ 14.54 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-Average Remaining Contractual Term (in years) | 7 years 9 months | 8 years 21 days |
Aggregate Intrinsic Value (in thousands) | $ | $ 42,126 | $ 24,122 |
Share-based Compensation - St_3
Share-based Compensation - Stock Option Granted to Employees (Details) - Employee - Employee Stock Option | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 56.00% | |
Risk free interest rate, minimum | 0.40% | 1.60% |
Risk-free interest rate, maximum | 1.50% | 2.60% |
Term (in years) | 6 years 3 months | 6 years 3 months |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 55.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 60.00% |
Share-based Compensation - St_4
Share-based Compensation - Stock Options Granted to Non-employees (Details) - Employee Stock Option - Nonemployee - Consultant | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 0.60% | 1.70% |
Risk-free interest rate, maximum | 1.60% | 2.10% |
Term (in years) | 10 years | 10 years |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 56.00% | 56.00% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 60.00% | 57.00% |
Share-based Compensation - Rest
Share-based Compensation - Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Restricted Stock Awards | |
Outstanding balance (in shares) | shares | 128,682 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (70,910) |
Forfeited/canceled (in shares) | shares | (9,148) |
Outstanding balance (in shares) | shares | 48,624 |
Weighted- Average Grant Date Fair Value | |
Balance outstanding (in dollars per share) | $ / shares | $ 11.81 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 12.45 |
Forfeited/canceled (in dollars per share) | $ / shares | 9.55 |
Balance outstanding (in dollars per share) | $ / shares | $ 11.32 |
Asset Acquisitions - Narrative
Asset Acquisitions - Narrative (Details) | Jul. 31, 2020EUR (€) | Jul. 31, 2020USD ($) | Jan. 31, 2019EUR (€) | Jan. 31, 2019USD ($) | Aug. 01, 2020EUR (€) | Aug. 01, 2020USD ($) | Jul. 31, 2020USD ($) |
Austria Seller | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire assets | € 293,000 | $ 335,000 | |||||
Fair market value of common shares issued on effective date | $ 12,404 | ||||||
Orion Trading S.r.l | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire assets | € 700,000 | $ 800,000 | |||||
Collaborative Arrangement, Cash Payment | € 300,000 | $ 300,000 | |||||
Orion Trading S.r.l | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Collaborative Arrangement, Cash Payment, Equal To True-Up Value Of Inventory | € 100,000 | $ 100,000 |
Asset Acquisitions - Asset Acqu
Asset Acquisitions - Asset Acquisitions (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Jan. 31, 2019 |
Allocation of Purchase Price: | ||
Inventory | $ 1,009 | |
Total purchase price allocated | 1,147 | |
Customer relationships | ||
Allocation of Purchase Price: | ||
Customer relationships | 138 | |
Austria Asset Purchase Agreement | ||
Purchase Price: | ||
Cash consideration | $ 335 | |
Fair market value of common shares issued on effective date | 337 | |
Cash paid for inventory | 432 | |
Total purchase price | 1,104 | |
Allocation of Purchase Price: | ||
Inventory | $ 1,104 | |
Orion Trading S.r.l Purchase Agreement | ||
Purchase Price: | ||
Cash consideration | 340 | |
Cash paid for inventory | 807 | |
Total purchase price | $ 1,147 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Costa Rica operations | $ (8,872) | $ 5,022 |
Non-Costa Rica operations | (29,145) | (42,532) |
Loss before income taxes | (38,017) | (37,510) |
Current | ||
Costa Rica | 0 | 0 |
Non-Costa Rica | 378 | 640 |
Total current | 378 | 640 |
Deferred | ||
Costa Rica | 0 | 0 |
Non-Costa Rica | (274) | 0 |
Total deferred | (274) | 0 |
Income tax expense (benefit) | $ 104 | $ 640 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax benefit at Costa Rica statutory rate | $ (11,405) | $ (11,253) |
Foreign tax rate differential | 5,252 | 10,623 |
Tax rate changes | 4 | 6 |
Return to provision adjustment | (559) | 391 |
Tax credits | (82) | (56) |
Change in valuation allowance | 4,071 | 2,271 |
Tax holiday adjustment (benefit) | 2,636 | (1,507) |
Other | 187 | 165 |
Income tax expense (benefit) | $ 104 | $ 640 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax benefit at Costa Rica statutory rate | 30.00% | 30.00% |
Foreign tax rate differential | (14.00%) | (29.00%) |
Tax rate changes | 0.00% | 0.00% |
Return to provision adjustment | 2.00% | (1.00%) |
Tax credits | 0.00% | 0.00% |
Change in valuation allowance | (11.00%) | (6.00%) |
Tax holiday adjustment (benefit) | (7.00%) | 4.00% |
Other | 0.00% | 0.00% |
Effective income tax rate reconciliation, percent | 0.00% | (2.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Accruals and reserves | $ 133 | $ 128 |
Intangibles | 113 | 93 |
Stock compensation | 197 | 206 |
Net operating loss | 11,868 | 7,842 |
R&D credits | 116 | 85 |
Other | 179 | (93) |
Valuation allowance | (12,332) | (8,261) |
Total net deferred tax assets | $ 274 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax holiday benefit | 7.00% | (4.00%) | ||
Tax credit carryforwards | $ 100 | |||
Tax deferred expense, reversals and accruals, reserves | $ 5 | |||
Other | 0.00% | 0.00% | ||
Income Tax Expense (Benefit) | $ 104 | $ 640 | ||
Other | 187 | $ 165 | ||
Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 27,700 | |||
Net operating loss, subject to expiration | 4,300 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 5,300 | |||
Brazil | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 16,900 | |||
UNITED KINGDOM | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 200 | |||
Subsidiaries | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax holiday benefit | 0.00% | 0.00% | 0.00% |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net loss | $ (38,121) | $ (38,150) |
Denominator: | ||
Weighted average common shares outstanding, basic and diluted (in shares) | 23,316,102 | 20,541,528 |
Loss per share: | ||
Basic and diluted (in dollars per share) | $ (1.63) | $ (1.86) |
Net Loss Per Share- Dilutive Se
Net Loss Per Share- Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,806,744 | 1,823,198 |
Employee and Non-employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,752,620 | 1,689,016 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 48,624 | 128,682 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,500 | 5,500 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | May 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | |||||
Grants in period (in shares) | 492,286 | ||||
Immediate Family Member of Management or Principal Owner | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 900,000 | $ 700,000 | |||
Accounts receivable | $ 200,000 | 200,000 | 200,000 | ||
Grants in period (in shares) | 22,068 | 20,580 | |||
Vesting period | 4 years | 4 years | |||
Cash reimbursement per day for services | $ 4,500 | ||||
Purchases from related party | $ 114,000 | $ 145,000 |
Employee Benefits (Details)
Employee Benefits (Details) | 12 Months Ended |
Dec. 31, 2020employee | |
Postemployment Benefits [Abstract] | |
Number of employees represented by a labor union | 40 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - $ / shares | 2 Months Ended | 12 Months Ended |
Mar. 15, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||
Grants in period (in shares) | 492,286 | |
Granted (in dollars per share) | $ 22.26 | |
Subsequent Event | Equity Incentive Plan, 2018 | ||
Subsequent Event [Line Items] | ||
Grants in period (in shares) | 348,234 | |
Granted (in dollars per share) | $ 68.98 |