Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 18, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Vapotherm, Inc | ||
Entity Central Index Key | 0001253176 | ||
Entity Tax Identification Number | 46-2259298 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 821,449,356 | ||
Entity File Number | 001-38740 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 100 Domain Drive | ||
Entity Address, City or Town | Exeter | ||
Entity Address, State or Province | NH | ||
Entity Address, Postal Zip Code | 03833 | ||
City Area Code | 603 | ||
Local Phone Number | 658-0011 | ||
Entity Common Stock, Shares Outstanding | 25,806,506 | ||
ICFR Auditor Attestation Flag | true | ||
Title of 12(b) Security | Common Stock, $0.001 per value per share | ||
Trading Symbol | VAPO | ||
Security Exchange Name | NYSE | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to occur on June 22, 2021, are incorporated by reference into Part III of this report. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 113,683 | $ 71,655 |
Accounts receivable, net | 23,488 | 8,243 |
Inventories | 19,873 | 9,137 |
Prepaid expenses and other current assets | 5,041 | 4,066 |
Total current assets | 162,085 | 93,101 |
Property and equipment, net | 20,573 | 15,086 |
Operating lease right-of-use assets | 8,260 | |
Restricted cash | 1,853 | 1,852 |
Goodwill | 16,226 | 588 |
Intangible assets, net | 5,694 | 353 |
Deferred income tax assets | 66 | |
Other long-term assets | 967 | 844 |
Total assets | 215,658 | 111,890 |
Current liabilities | ||
Accounts payable | 4,967 | 3,375 |
Contract liabilities | 459 | 137 |
Accrued expenses and other liabilities | 36,551 | 9,187 |
Short-term line of credit | 3,491 | |
Total current liabilities | 41,977 | 16,190 |
Long-term loans payable, net | 39,653 | 41,787 |
Revolving loan facility | 4,888 | |
Deferred income tax liabilities | 6 | |
Other long-term liabilities | 15,229 | 174 |
Total liabilities | 101,753 | 58,151 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Preferred stock ($.001 par value) 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2020 and 2019 | ||
Common stock ($.001 par value) 175,000,000 shares authorized as of December 31, 2020 and 2019; 25,722,984 and 20,851,531 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 26 | 21 |
Additional paid-in capital | 430,781 | 319,115 |
Accumulated other comprehensive income | 41 | 44 |
Accumulated deficit | (316,943) | (265,441) |
Total stockholders' equity | 113,905 | 53,739 |
Total liabilities and stockholders’ equity | $ 215,658 | $ 111,890 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 25,722,984 | 20,851,531 |
Common stock, shares outstanding | 25,722,984 | 20,851,531 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue | $ 125,733,000 | $ 48,104,000 |
Cost of revenue | 62,687,000 | 26,793,000 |
Gross profit | 63,046,000 | 21,311,000 |
Operating expenses | ||
Research and development | 16,956,000 | 13,376,000 |
Sales and marketing | 65,065,000 | 37,689,000 |
General and administrative | 24,039,000 | 18,410,000 |
Total operating expenses | 106,060,000 | 69,475,000 |
Loss from operations | (43,014,000) | (48,164,000) |
Other (expense) income | ||
Foreign currency gain | 114,000 | 44,000 |
Interest income | 257,000 | 860,000 |
Gain on litigation settlement | 15,000 | 1,151,000 |
Interest expense | (4,711,000) | (5,096,000) |
Loss on extinguishment of debt | (4,163,000) | |
Net loss before income taxes | (51,502,000) | (51,205,000) |
Benefit for income taxes | 0 | (146,000) |
Net loss | (51,502,000) | (51,059,000) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | (3,000) | 44,000 |
Total other comprehensive income (loss) | (3,000) | 44,000 |
Total comprehensive loss | $ (51,505,000) | $ (51,015,000) |
Net loss per share - basic and diluted | $ (2.16) | $ (2.74) |
Weighted-average number of shares used in calculating net loss per share, basic and diluted | 23,818,447 | 18,604,707 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | At-The-Market offering | Common Stock | Common StockAt-The-Market offering | Additional Paid-in Capital | Additional Paid-in CapitalAt-The-Market offering | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ 51,561 | $ 17 | $ 265,926 | $ (214,382) | ||||
Beginning balance, shares at Dec. 31, 2018 | 16,782,837 | |||||||
Issuance of common stock, net | 48,276 | $ 4 | 48,272 | |||||
Issuance of common stock, net, shares | 3,570,750 | |||||||
Issuance of common stock warrants | 293 | 293 | ||||||
Issuance of common stock upon repayment of nonrecourse loans | 144 | 144 | ||||||
Issuance of common stock upon repayment of non-recourse loan, Shares | 79,854 | |||||||
Issuance of common stock upon exercise of warrants, shares | 12,164 | |||||||
Issuance of common stock upon exercise of options | 242 | 242 | ||||||
Issuance of common stock upon exercise of options, shares | 150,176 | |||||||
Issuance of common stock in connection with restricted stock awards | 402 | 402 | ||||||
Issuance of common stock in connection with restricted stock awards, shares | 255,750 | |||||||
Stock-based compensation expense | 3,836 | 3,836 | ||||||
Foreign currency translation adjustments | 44 | $ 44 | ||||||
Net loss | (51,059) | (51,059) | ||||||
Ending balance at Dec. 31, 2019 | 53,739 | $ 21 | 319,115 | 44 | (265,441) | |||
Ending balance, shares at Dec. 31, 2019 | 20,851,531 | |||||||
Issuance of common stock, net | 93,827 | $ 9,784 | $ 4 | $ 1 | 93,823 | $ 9,783 | ||
Issuance of common stock, net, shares | 3,852,500 | 511,648 | ||||||
Issuance of common stock upon exercise of warrants, shares | 79,442 | |||||||
Issuance of common stock upon exercise of options | $ 593 | 593 | ||||||
Issuance of common stock upon exercise of options, shares | 223,998 | 223,998 | ||||||
Issuance of common stock under the Employee Stock Purchase Plan | $ 824 | 824 | ||||||
Issuance of common stock under the Employee Stock Purchase Plan, shares | 58,140 | |||||||
Issuance of common stock in connection with restricted stock units and awards | 213 | 213 | ||||||
Issuance of common stock in connection with restricted stock units and awards, shares | 126,338 | |||||||
Issuance of common stock for services | 441 | 441 | ||||||
Issuance of common stock for services, shares | 19,387 | |||||||
Stock-based compensation expense | 5,989 | 5,989 | ||||||
Foreign currency translation adjustments | (3) | (3) | ||||||
Net loss | (51,502) | (51,502) | ||||||
Ending balance at Dec. 31, 2020 | $ 113,905 | $ 26 | $ 430,781 | $ 41 | $ (316,943) | |||
Ending balance, shares at Dec. 31, 2020 | 25,722,984 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (51,502) | $ (51,059) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation expense | 6,430 | 3,836 |
Depreciation and amortization | 4,769 | 3,078 |
Loss on extinguishment of debt | 4,163 | |
Non-cash lease expense | 1,140 | |
Loss on disposal of property and equipment | 250 | 101 |
Amortization of discount on debt | 222 | 234 |
Provision for bad debts | 72 | 104 |
Deferred income taxes | 70 | (147) |
Provision for inventory valuation | (534) | (543) |
Gain on litigation settlement | (15) | (1,151) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (14,810) | (833) |
Inventories | (10,157) | 5,606 |
Prepaid expenses and other assets | (483) | (1,218) |
Accounts payable | 1,461 | 720 |
Contract liabilities | 322 | 58 |
Accrued expenses and other liabilities | 20,273 | 1,552 |
Operating lease liabilities, current and long-term | (1,154) | |
Net cash used in operating activities | (39,468) | (39,662) |
Cash flows from investing activities | ||
Purchases of property and equipment | (9,797) | (4,747) |
Acquisition of business, net of cash acquired | (8,372) | (1,560) |
Net cash used in investing activities | (18,169) | (6,307) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock in connection with public offering, net | 94,155 | 48,669 |
Proceeds from exercise of stock options and purchase of restricted stock awards | 593 | 386 |
Common stock offering costs | (471) | (393) |
Proceeds from loans | 40,000 | 10,500 |
Repayment of loans | (42,500) | |
Payments of debt extinguishment costs | (3,765) | |
Debt issuance costs | (475) | (29) |
Proceeds from short-term line of credit and revolving loan facility | 5,883 | 7,500 |
Repayments on short-term line of credit | (4,495) | (7,184) |
Net cash provided by financing activities | 99,676 | 59,449 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (10) | 5 |
Net increase in cash, cash equivalents, and restricted cash | 42,029 | 13,485 |
Cash, cash equivalents and restricted cash | ||
Beginning of year | 73,507 | 60,022 |
End of year | 115,536 | 73,507 |
Supplemental disclosures of cash flow information | ||
Interest paid during the period | 4,439 | 4,793 |
Property and equipment purchases in accrued expenses | 145 | 135 |
Issuance of common stock upon vesting of restricted stock units and awards | 213 | 402 |
Issuance of warrants in conjunction with debt draw down | $ 293 | |
At-The-Market offering | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock in connection with public offering, net | 9,927 | |
Employee Stock Purchase Plan | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock under Employee Stock Purchase Plan | $ 824 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Vapotherm, Inc. (the “Company”) was founded in 1993 and reincorporated under the laws of the State of Delaware in 2013. Since inception, the Company has focused on the development and commercialization of its proprietary High Velocity Therapy products that are used to treat patients of all ages suffering from respiratory distress. The Company’s High Velocity Therapy delivers non-invasive ventilatory support by providing heated, humidified and oxygenated air at a high velocity to patients through a comfortable small-bore nasal interface. The Company’s Precision Flow systems, which use High Velocity Therapy, are clinically validated alternatives to, and address many limitations of, the current standard of care for the treatment of respiratory distress in a hospital setting. The Company offers four versions of its Precision Flow systems: Precision Flow Hi-VNI, Precision Flow Plus, Precision Flow Classic and Precision Flow Heliox. In certain countries outside of the United States, the Company currently offers the Oxygen Assist Module, which was launched in the United Kingdom, select European markets, and Israel in late 2020. The Company generates revenue from sales of its Precision Flow systems and related disposable products utilized with its Precision Flow systems. The Company also generates revenue from sales of its Precision Flow system’s companion products, which include the Vapotherm Transfer Unit 2.0, the Q50 compressor and various adaptors. The Company offers different options to its hospital customers for acquiring Precision Flow capital units, ranging from the purchase of the Precision Flow capital units with payment in full at the time of purchase, to financed purchases of the Precision Flow capital units, to bundled discounts involving the placement of Precision Flow capital units for use by the customer at no upfront charge in connection with the customer’s ongoing purchase of disposable products. The Company sells Precision Flow systems to hospitals through a direct sales force in the United States and in the United Kingdom and through distributors in select other countries outside of the United States and United Kingdom. In addition, the Company utilizes clinical educators who are typically experienced users of high velocity therapy and who focus on medical education efforts to facilitate adoption and increase utilization. The Company is focused on physicians, respiratory therapists and nurses who work in acute hospital settings, including the emergency department (“ED”) and adult, pediatric and neonatal intensive care units (the “ICUs”). The Company’s relationship with these clinicians is particularly important, as it enables its products to follow patients through the care continuum. In March 2020, the World Health Organization declared a global pandemic related to the novel coronavirus (“COVID-19”). The Company’s high velocity therapy is a first-line therapy for treating respiratory distress, which is experienced by many COVID-19 patients. The Company’s hospital customers around the world are using the Company’s technology to support the respiratory distress experienced by many COVID-19 patients so that they can triage their sickest patients using a limited number of ventilators. As a result, the Company has seen a significant increase in worldwide demand for its products from both new and existing accounts in 2020. The full extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and variants of the virus and the actions taken to treat or contain COVID-19 or to otherwise limit its impact, the availability and effectiveness of vaccines, among other factors. On February 28, 2019, the Company acquired Solus Medical Ltd. (“Solus”), its United Kingdom based distributor. See Note 3 “Business Combinations” to these consolidated financial statements for details of this transaction. In August 2019, the Company completed a public offering of 3,570,750 shares of common stock, which included the full exercise by the underwriters of their option to purchase 465,750 shares of common stock, at a price of $14.50 per share, which raised net proceeds of $48.3 million after deducting the underwriting discount of $3.1 million and offering expenses of $0.4 million. On December 20, 2019, the Company entered into an Open Market Sales Agreement (the “ATM Agreement”) with Jefferies LLC (“Jefferies”), under which the Company may offer and sell its common stock having aggregate sales proceeds of up to $50.0 million from time to time through Jefferies as its sales agents. During April 2020, the Company sold 511,648 shares of common stock pursuant to the ATM Agreement for gross proceeds of $10.2 million, or $9.8 million net of commissions and offering expenses. In May 2020, the Company completed a public offering of 3,852,500 shares of common stock, which included the full exercise by the underwriters of their option to purchase 502,500 shares of common stock, at a price of $26.00 per share, which raised net proceeds of $93.8 million after deducting the underwriting discount of $6.0 million and offering expenses of $0.3 million. On November 13, 2020, the Company acquired HGE Health Care Solutions LLC (“HGE”) See Note 3 “Business Combinations” to these consolidated financial statements for details of this transaction. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation These consolidated financial statements include the financial statements of Solus Medical Ltd. (“Solus”), a wholly owned subsidiary of the Company based in the United Kingdom, which was acquired in the first quarter of 2019 and HGE, a wholly owned subsidiary of the Company located in the United States, which was acquired in the fourth quarter of 2020. All intercompany accounts and transactions have been eliminated upon consolidation. Segment Information Operating segments are defined as components of an enterprise for which separate discrete financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company globally manages the business within one reporting segment, Vapotherm, Inc. and three reporting units, Vapotherm, Solus and HGE. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The majority of the Company’s long-term assets are located in the United States. Long-term assets located outside the United States total $0.2 million and $0.1 million at December 31, 2020 and 2019, respectively. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. The Company evaluates its estimates on an ongoing basis. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates relied upon in preparing these consolidated financial statements include calculation of stock-based compensation, valuation of warrants, fair values of acquired assets and liabilities, including goodwill and intangibles assets, realizability of inventories, allowance for bad debts, accrued expenses, including the fair value of contingent consideration and estimated incurred but not reported insurance obligations, and the valuation allowances against deferred income tax assets. Actual results may differ from these estimates. Reclassification Certain amounts in 2019 have been reclassified to conform to the presentation in 2020. None of the reclassifications had any impact to the Company’s results of operations. Financial Instruments and Concentrations of Credit Risk As of December 31, 2020 and 2019, the Company’s financial instruments were comprised of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and debt, the carrying amounts of which approximated fair value due to the short-term nature or market interest rates. All of the Company’s cash and cash equivalents are maintained at creditworthy financial institutions. At December 31, 20 20 and 201 9 , deposits exceed the amount of any insurance provided. The Company extends credit to customers in the normal course of business but typically does not require collateral or any other security to support amounts due. Management performs ongoing credit evaluations of its customers. An allowance for potentially uncollectible accounts is provided based on history, economic conditions, and composition of the accounts receivable aging. In some cases, the Company makes allowances for specific customers based on these and other factors. Provisions for the allowance for doubtful accounts are recorded in general and administrative expenses in the accompanying consolidated statements of comprehensive loss. Supplier Risk The Company obtains some of the components and subassemblies included in its Precision Flow systems and obtain its Oxygen Assist Module from single source suppliers and the partial or complete loss of one or more of these suppliers could cause significant production delays, an inability to meet customer demand and a substantial loss in revenue. Foreign Currency and Foreign Operations The functional currency of the Company is the currency of the primary economic environment in which the entity operates, which is the U.S. dollar. For the Company’s non-U.S. subsidiary that transacts in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign currency exchange rates for the period. Adjustments resulting from the translation of the financial statements of its foreign operations into U.S. dollars are excluded from the determination of net loss and are recorded in accumulated other comprehensive income, a separate component of stockholders’ equity. Realized foreign currency gains or losses arising from transactions denominated in foreign currencies are recorded in other (expense) income in the consolidated statements of comprehensive loss. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid temporary investments purchased with original maturities of 90 days or less to be cash equivalents. The Company holds restricted cash related to certificates of deposits and collateral in relation to lease agreements. As of December 31, 2020, $0.4 million of our $115.5 million of cash, cash equivalents and restricted cash balance was located outside the United States. The following table presents the components of total cash, cash equivalents, and restricted cash as set forth in the Company’s consolidated statements of cash flows: December 31, 2020 2019 Cash and cash equivalents $ 113,683 $ 71,655 Restricted cash 1,853 1,852 Total cash, cash equivalents, and restricted cash $ 115,536 $ 73,507 Inventories Inventories consist of finished goods and component parts and are valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method. On a quarterly basis, the Company evaluates the carrying costs of both finished goods and component part items. To the extent that such costs exceed future demand estimates, exhibit historical turnover at rates less than current inventory levels, or exceed estimated selling prices less costs to sell, the Company reduces the carrying value of inventories to its net realizable value. The Company only capitalizes pre-launch inventories when purchased for commercial sale and it deems regulatory approval to be probable. Public Offering Costs The Company incurs public offering costs consisting of legal, accounting and other costs directly attributable to the Company’s public offerings and defers such costs until the closing of the offerings. Upon closing of offerings, such costs are netted against the proceeds received. As of December 31, 2020 and 2019, no amounts were deferred. Property and Equipment Property and equipment are recorded at cost. Depreciation is recognized over the estimated useful lives of the related assets on a straight-line basis. Amortization of leasehold improvements is computed on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of the improvements and is included in depreciation expense. Demonstration equipment represents internally manufactured capital equipment that is used on-site at trade shows and at customer locations to demonstrate the Precision Flow system. Depreciation expense on demonstration equipment is recorded in sales and marketing expense in the consolidated statements of comprehensive loss. Placement and evaluation systems represent capital equipment placed at customer locations under placement or evaluation agreements for which depreciation expense is included in cost of revenue in the accompanying consolidated statements of comprehensive loss. When impairment indicators are present, the Company evaluates the recoverability of its long-lived assets. If the assessment indicates an impairment, the affected assets are written down to fair value. There were no impairments during 2020 or 2019. Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating expenses. The lives used in computing straight-line depreciation are as follows: Number of Years Equipment 3 - 7 Furniture 5 - 7 Manufacturing equipment 3 - 10 Software 3 Demonstration, placements and evaluation units 3 - 5 Leasehold improvements Lesser of life of lease or 10 years Intangible Assets Intangible assets are related to customer relationships, developed technology, customer agreements, trademarks and trade names and are amortized on a straight-line basis over their useful lives. Amortization is recorded within sales and marketing expenses in the consolidated statements of comprehensive loss for customer-related intangible assets while amortization of other intangible assets is included within general and administrative expenses in the consolidated statements of comprehensive loss. Intangible assets are evaluated for impairment whenever events or circumstances indicate an asset may be impaired. There were no impairments of intangible assets during 2020 or 2019. Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized but reviewed for impairment. Goodwill is reviewed annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. The Company compares the fair value of its reporting units to their carrying values. If the carrying value of the net assets assigned to a reporting unit exceeds the fair value of the reporting unit, the Company would record an impairment loss equal to the difference. There was no impairment of goodwill during 2020 or 2019. Leases The Company’s operating leases primarily consist of real estate leases for office, manufacturing, research and development, and warehouse space, as well as certain vehicle and equipment leases. Prior to adopting ASU 2016-02, Leases (Topic 842) total rent expense during the lease term on a straight-line basis over the lease term and recorded the difference between the lease payments and the straight-line rent expense as deferred rent on the balance sheet. Any tenant improvement allowances received from the lessor were recorded as a reduction to rent expense over the lease term. ASC 842 requires lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset, subject to certain permitted accounting policy elections. Under ASC 842, the Company determines whether a contract is or contains a lease at the inception of the contract. This determination is based on whether the contract provides the Company the right to control the use of a physically distinct asset and substantially all of the capacity of an asset. Leases with an initial noncancelable term of twelve months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise are classified as short-term leases. The Company has elected as an accounting policy to exclude from the consolidated balance sheets the right-of-use assets and lease liabilities related to short-term leases. The Company recognizes rent expense for its operating leases on a straight-line basis over the term of the lease. Certain of the Company’s leases include options to extend or terminate the lease at its sole discretion. The Company does not consider in the measurement of right-of-use assets and lease liabilities an option to extend or terminate a lease if the Company is not reasonably certain to exercise the option. As of December 31, 2020, the Company has not included any options to extend its leases in its measurement of the related right-of-use assets or lease liabilities as the Company is not reasonably certain it will exercise the options. Certain of the Company’s leases include covenants that oblige the Company, at its sole expense, to repair and maintain the leased asset periodically during the lease term. The Company is not a party to any leases that contain residual value guarantees. Many of the Company’s leases include fixed and variable payments. Among other charges, variable payments related to real estate leases include real estate taxes, insurance, operating expenses, and common area maintenance, which are usually billed at actual amounts incurred proportionate to the Company’ rented square feet of the building. Variable payments related to vehicle and equipment leases relate to usage of the underlying asset, sales and use tax, and value-added tax. Variable payments that do not depend on an index or rate are expensed as incurred and are not included in the measurement of the lease liability. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. buildings, vehicles, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated to the lease components and non-lease components based on their relative fair values. The Company elected the accounting policy to not separate lease and non-lease components for its real estate, vehicle, and equipment leases. Therefore, each lease component and the related non-lease components and non-components are accounted for together as a single component. The Company measures its lease liability for each leased asset as the present value of lease payments, as defined in ASC 842, discounted using a discount rate specific to the terms of the underlying lease. The Company’s right-of-use assets are equal to the related lease liabilities, adjusted for lease incentives received including tenant improvement allowances, initial direct costs incurred related to the lease, and payments made to the lessor prior to the lease commencement date. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company estimates its incremental borrowing rate for each leased asset based on the interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Product Warranty The Company provides its customers with a standard one-year Balance at December 31, 2018 $ 329 Provisions for warranty obligations 125 Settlements (229 ) Balance at December 31, 2019 225 Provisions for warranty obligations 636 Settlements (300 ) Balance at December 31, 2020 $ 561 Deferred Financing Costs Direct financing costs are deferred and amortized as a component of interest expense, over the term of the related debt. The long-term portion of the balance of unamortized deferred financing costs related to Company’s term loan is presented as a reduction of the related borrowing arrangement liability and totals $0.3 million and $0.8 million at December 31, 2020 and 2019, respectively. The unamortized deferred financing costs related to the Company’s revolving facility are recorded in prepaid expenses and other current assets and other long-term assets in the Company’s consolidated balance sheet totaling $0.1 million and less than $0.1 million, respectively, at December 31, 2020. There were no unamortized deferred financing costs recorded in prepaid expenses and other current assets or other long-term assets at December 31, 2019. Insurance Effective January 1, 2020, the Company became self-insured for certain obligations related to health insurance. The Company also purchases stop-loss insurance to protect itself from material losses. Judgments and estimates are used in determining the potential value associated with reported claims and for events that have occurred but have not been reported. The Company’s estimates consider expected claim experience and other factors. Receivables for insurance recoveries are recorded as assets, on an undiscounted basis. The Company’s liabilities are based on estimates, and, while the Company believes that its accruals are adequate, the ultimate liability may be significantly different from the amounts recorded. Changes in claims experience, the Company’s ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period. Revenue Recognition The Company’s revenue is primarily derived from the sale of products, leases and services. Product revenue consists of capital equipment and single-use disposables that are shipped and billed to customers both domestically and internationally. The Company’s main capital equipment products are the Precision Flow systems, the Vapotherm Transfer Unit 2.0 and Q50 compressor. The Company’s main disposable products are single-use disposables and nasal interfaces, or cannulas, and adaptors. Lease revenue consists of two components which include capital equipment that the Company leases to its customers and, in certain situations, an allocation from disposable revenue to other lease revenue upon the sale of disposable products in bundled arrangements involving the placement of Precision Flow capital units for use by the customer at no upfront charge in connection with the customer’s ongoing purchase of disposable products. Service revenue consists of fees associated with routine service of capital units and the sale of extended service contracts and preventative maintenance plans, which are purchased by a small portion of the Company’s customer base. In addition, the Company sells small quantities of component parts in the United States, United Kingdom and to third-party international service centers who provide service on Precision Flow capital units outside of the United States and United Kingdom. Freight revenue is based upon actual freight costs plus a percentage markup of such costs associated with the shipment of products domestically, and to a lesser extent, internationally, and is included in service revenue. Rebates and fees consist of contractually obligated administrative fees and percentage-of-sales rebates paid to Group Purchasing Organizations (“GPOs”), Integrated Delivery Networks (“IDNs”) and distributor partners and accounted for as a reduction of service revenue. Under the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codifications (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value-added, and other taxes collected on behalf of third parties are excluded from revenue. The Company’s standard payment terms are generally 30 days from the date of sale. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative stand-alone selling prices of the promised products or services underlying each performance obligation. The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately. If the stand-alone selling price is not observable through past transactions, the Company estimates the stand-alone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is generally recognized when the customer obtains control of the Company’s product, which generally occurs at a point in time upon shipment based on the contractual shipping terms of a contract. Product and service revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value amount method to which the Company expects to be entitled. As such, revenue on sales is recorded net of prompt pay discounts and payments made to GPOs, IDNs and distributors. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Determination of whether to include estimated amounts in the transaction price is based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company believes that the estimates it has established are reasonable based upon current facts and circumstances. Applying different judgments to the same facts and circumstances could result in different estimates. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying a practical expedient under ASC 606, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component during the years ended December 31, 2020 or 2019. The Company’s contracts with its customers have a duration of less than one year. Therefore, the Company has elected to apply a practical expedient and recognizes the incremental costs of obtaining contracts as an expense. These costs are included in sales and marketing expense in the accompanying consolidated statements of comprehensive loss. Lease Revenue The Company also enters into agreements to lease its capital equipment. For such sales, the Company accounts for revenue under ASC 842 and assesses and classifies these transactions as sales-type or operating leases based on whether the lease transfers ownership of the equipment to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term. Equipment included in arrangements including transfer of title are accounted for as sales-type leases and the Company recognizes the present value of the lease payments due over the lease term as revenue at the inception of the lease. The Company records the present value of future lease payments in prepaid expenses and other current assets in the accompanying consolidated balance sheets; these amounts totaled $2.7 million and $0.9 million at December 31, 2020 and 2019, respectively. Equipment included in arrangements that do not include the transfer of title, nor any of the sales-type or direct financing lease criteria, are accounted for as operating leases and revenue is recognized on a straight-line basis over the term of the lease. Prior to the adoption of ASC 842 effective January 1, 2020, the Company accounted for such transactions under ASC 840 and there was no change in the Company’s accounting for such transactions upon the adoption of ASC 842. The Company also enters into agreements involving the placement of Precision Flow capital units for use by the customer at no upfront charge in connection with the customer’s ongoing purchase of disposable products. In these bundled arrangements, revenue recognized for the sale of the disposables is allocated between disposable revenue and other lease revenue based on the estimated relative stand-alone selling prices of the individual performance obligations. Shipping and Handling Costs Amounts billed to customers for shipping and handling are included in service revenue. Shipping and handling costs are included in costs of sales. The total costs of shipping and handling for the years ended December 31, 2020 and 2019 totaled $2.5 million and $1.0 million, respectively. Sales and Value-Added Taxes When required by local jurisdictions, the Company bills its customers for sales tax and value-added tax calculated on each sales invoice and records a liability for the sales and value-added tax payable, which is included in accrued expenses and other liabilities in the consolidated balance sheets. Sales tax and value-added tax billed to a customer are not included in the Company’s revenue. Research and Development Costs Research and development costs are expensed when incurred and are related primarily to product design, prototype development and testing, the investigation of possible follow-on product enhancements and new product releases, and investigation of complementary technologies potentially available to enhance the Company’s offerings in the marketplace. Stock-Based Compensation The Company maintains an equity incentive plan to provide long-term incentives for employees, consultants, and members of the board of directors. The plan allows for the issuance of non-statutory and incentive stock options, restricted stock, unrestricted stock, stock units, including restricted stock units, and stock appreciation rights to employees, consultants and non-employee directors. The Company recognizes stock-based compensation expense for awards of equity instruments to employees and non-employees based on the grant date fair value of those awards in accordance with ASC Topic 718, Stock Compensation (“ASC 718”). ASC 718 requires all equity-based compensation awards, including grants of restricted shares and stock options, to be recognized as expense in the consolidated statements of comprehensive loss based on their grant date fair values. The fair value of each option grant is estimated on the grant date using the Black-Scholes option pricing model. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. For performance-based awards, the related compensation cost is amortized over the performance period on an accelerated attribution basis. Compensation cost associated with performance awards is based on fair value on the date of grant and the number of units expected to be earned after assessing the probability that certain performance criteria will be met and the associated targeted payout level that is forecasted will be achieved. Cumulative adjustments are recorded each quarter to reflect estimated outcomes of the performance-related conditions until the results are determined and settled. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the expected life (weighted average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock and an assumed risk-free interest rate. Expected volatility is calculated based on historical volatility of a group of publicly traded companies that the Company considers a peer group. The expected life is estimated using the simplified method for “plain vanilla” options. The risk-free interest rate is based on U.S. Treasury rates with a remaining term that approximates the expected life assumed at the date of grant. No dividend yield is assumed as the Company does not pay, and does not expect to pay, dividends on its common stock. The Company estimates forfeitures based on historical experience with pre-vested forfeitures. To the extent actual forfeitures differ from the estimate, the difference is recorded to compensation expense in the period of the forfeiture. The Company recognizes stock-based expense for shares of its common stock issued pursuant to its 2018 Employee Stock Purchase Plan (“ESPP”) on a straight-line basis over the related offering period. The Company estimates the fair value of shares to be issued under the ESPP based on a combination of options valued Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing the diluted net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options, unvested restricted common shares, unissued employee stock purchase plan shares, and warrants are considered potential dilutive common shares. The Company reported a net loss for the years ended December 31, 2020 and 2019. Income Tax The Company accounts for 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 consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as w |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations HGE On November 13, 2020, the Company completed the acquisition of all outstanding membership interests of HGE, The purchase price, net of cash acquired, of $21.6 million was funded with an initial cash payment of $8.4 million and $13.2 million of contingent consideration. The contingent consideration is payable in cash or common stock, at the sole discretion of the Company, and will be remitted in future milestone payments, one following calendar year 2021, one following calendar year 2022, and one following calendar year 2023. The final three payments will be adjusted up or down based on the revenue performance of certain HGE service offerings during those three years. The following table summarizes the preliminary purchase price allocation that includes the fair values of the separately identifiable assets acquired and liabilities assumed as of November 13, 2020: Cash $ 2 Accounts receivable 518 Inventory 3 Prepaids and other current assets 238 Property and equipment 225 Operating lease right-of-use assets 2,329 Goodwill 15,620 Intangible assets 5,520 Other long-term assets 45 Total assets acquired 24,500 Accounts payable (32 ) Accrued expenses and other liabilities (651 ) Other long-term liabilities (operating lease liability) (2,255 ) Total liabilities assumed (2,938 ) Total purchase price $ 21,562 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The fair values of assets acquired and liabilities assumed may be subject to change as additional information is received. The Company expects to finalize the purchase price allocation as soon as practicable, but not later than one year from the acquisition date. The fair value of the intangible asset associated with customer relationships w as estimated using a discounted cash flow method with the application of the multi-period excess earnings method. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable to only the subject intangible assets after deducting contributory asset charges. An income and expense forecast was built based upon specific intangible asset revenue and expense estimates. The fair value of the intangible asset associated with developed technology , trademarks and trade names w ere valued using the relief from royalty method. Under this method, an intangible asset’s fair value is equal to the present value of the estimated after-tax royalty savings generated over the life of the assets . Royalty rates were selected based on marke t review of third-party licensing arrangements. The fair value of the contingent consideration was valued based on a Monte-Carlo simulation of HGE’s estimated future revenue and earnings before interest, taxes, depreciation and amortization , discounted to its present value . The rate used to discount the estimated future net cash flows to their present values for each intangible asset was based upon a weighted average cost of capital calculation. The discount rate was determined after consideration of market rates of return on debt and equity capital, the weighted average return on invested capital and the risk associated with achieving forecasted sales related to the assets acquired from HGE. The amortization period for each of the intangible assets is 10 years. The intangible assets are being amortized on a straight-line basis, which is consistent with the pattern that the economic benefits of the intangible assets are expected to be utilized based upon estimated cash flows generated from such assets. Goodwill associated with the acquisition was primarily attributable to the expansion opportunity of the remote monitoring platform for respiratory patients and providers. The goodwill is deductible for tax purposes. The Company has included the financial results of HGE in the consolidated financial statements from the date of acquisition. Net revenue and net loss related of HGE since the date of acquisition totaled $0.4 million and $0.4 million, respectively. The transaction costs associated with the acquisition were approximately $0.2 million and were recorded in general and administrative expense as incurred during 2020. Solus On February 28, 2019, the Company completed the acquisition of all outstanding equity securities of Solus, The following table summarizes the purchase price allocation that includes the fair values of the separately identifiable assets acquired and liabilities assumed as of February 28, 2019: Cash $ 466 Accounts receivable 411 Inventory 492 Prepaids and other assets 3 Property and equipment 1 Goodwill 592 Intangible assets 455 Total assets acquired 2,420 Accounts payable and accrued expenses (241 ) Contract liabilities (75 ) Deferred taxes (78 ) Total liabilities assumed (394 ) Total purchase price $ 2,026 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. In determining the purchase price allocation, the Company considered, among other factors, the opportunity provided by a customer agreement with the U.K. National Health Service. The fair value of the intangible assets associated with this agreement were estimated using a discounted cash flow method with the application of the multi-period excess earnings method. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable to only the subject intangible assets after deducting contributory asset charges. An income and expenses forecast was built based upon specific intangible asset revenue and expense estimates. The rate used to discount the estimated future net cash flows to their present values for each intangible asset was based upon a weighted average cost of capital calculation. The discount rate was determined after consideration of market rates of return on debt and equity capital, the weighted average return on invested capital and the risk associated with achieving forecasted sales related to the assets acquired from Solus. The total weighted average amortization period for the intangible assets is approximately 3.83 years. The intangible assets are being amortized on a straight-line basis, which is consistent with the pattern that the economic benefits of the intangible assets are expected to be utilized based upon estimated cash flows generated from such assets. Goodwill associated with the acquisition was primarily attributable to the market expansion opportunity in the United Kingdom. The goodwill attributable to the United Kingdom jurisdiction is not deductible for tax purposes. The Company has included the financial results of Solus in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were approximately $0.2 million and were recorded in general and administrative expense as incurred during 2019. Pro Forma Financial Information (Unaudited) The following unaudited pro forma information for the years ended December 31, 2020 and 2019 presents consolidated information as if the HGE and Solus acquisitions occurred on January 1, 2019, which is the first day of the Company’s fiscal year 2019: Year Ended December 31, Year Ended December 31, 2020 2019 Net revenue $ 127,373 $ 49,116 Net loss $ (54,413 ) $ (53,163 ) Net loss per share, basic $ (2.28 ) $ (2.86 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company generally defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements), and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: • Level 1 – inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 – inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. As of December 31, 20 20 and 201 9 , the Company had two item s , cash equivalents and contingent consideration , measured at fair value on a recurring basis. The Company’s cash equivalents primarily consist of money market deposits which total approximately $ 90.3 million and $ 70.8 million at December 31, 20 20 and 201 9 , respectively, and are valued based on Level 1 of the fair value hierarchy. The Company’s contingent consideration which totals $ 13.2 million at December 31, 2020 relates to the 2020 acquisition of HGE and is valued based on Level 3 of the fair value hierarchy as describe in Note 3 “Business Combinations.” During 2019, the Company granted warrants to purchase 19,790 shares of common stock in connection with an amendment to its financing arrangement described in Note 10 “Debt”. These equity-classified warrants were valued using the Black-Scholes pricing model, which falls within Level 3 of the fair value hierarchy. The assumptions used in the Black-Scholes pricing model were as follows at the date of grant: Expected dividend yield 0.0 % Risk free interest rate 2.4 % Expected stock price volatility 60.9 % Expected term (years) 10.0 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable consists of the following: December 31, 2020 2019 United States $ 18,893 $ 5,574 International 4,967 2,908 Total accounts receivable 23,860 8,482 Less: Allowance for doubtful accounts (372 ) (239 ) Accounts receivable, net of allowance for doubtful accounts $ 23,488 $ 8,243 No individual customers accounted for 10% or more of revenue or accounts receivable as of or for the years ended December 31, 2020 or 2019. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories consist of the following: December 31, 2020 2019 Component parts $ 10,367 $ 4,948 Finished goods 9,506 4,189 $ 19,873 $ 9,137 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. A summary of the components of property and equipment is as follows: December 31, 2020 2019 Equipment $ 1,266 $ 1,050 Furniture 1,320 989 Manufacturing equipment 10,658 9,394 Software 845 718 Demonstration, placements and evaluation units 16,116 10,215 Leasehold improvements 2,482 2,085 Construction in process 2,386 612 Total property and equipment 35,073 25,063 Less: Accumulated depreciation and amortization (14,500 ) (9,977 ) Total property and equipment, net $ 20,573 $ 15,086 Depreciation of property and equipment was $4.6 million and $3.0 million during the years ended December 31, 2020 and 2019, respectively. Depreciation expense included in cost of revenue was $3.2 million and $1.9 million during the years ended December 31, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets The changes in the carrying amount of goodwill and intangible assets during 2019 and 2020 are as follows: Goodwill Intangible Assets Balance at December 31, 2018 $ - $ - Acquired during the period 592 455 Amortization - (95 ) Foreign currency exchange rate changes (4 ) (7 ) Balance at December 31, 2019 $ 588 $ 353 Acquired during the period 15,620 5,520 Amortization - (183 ) Foreign currency exchange rate changes 18 4 Balance at December 31, 2020 $ 16,226 $ 5,694 The following table presents a summary of acquired intangible assets: As of December 31, 2020 Weighted Average Amortization Period in Years Gross Carrying Amount Accumulated Amortization Customer relationships 10.00 $ 2,650 $ (33 ) Developed technology 10.00 2,490 (31 ) Customer agreements 3.83 452 (209 ) Trade name / marks 10.00 380 (5 ) Total intangible assets 9.53 $ 5,972 $ (278 ) The Company recognized $0.1 during both the years ended December 31, 2020 and 2019. The Company also recognized less than $0.1 million of amortization expense within general and administrative expenses related to intangible assets during the year ended December 31, 2020 with no such amounts being recorded within general and administrative expenses during the year ended December 31, 2019. The estimated amortization expense for intangible assets for future years is as follows: Estimated Amortization Expense: 2021 674 2022 674 2023 552 2024 552 2025 552 Thereafter 2,690 Total $ 5,694 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Liabilities and Other Long-Term Liabilities | 9. Accrued Expenses and Other Liabilities and Other Long-Term Liabilities Accrued expenses and other liabilities consist of the following: December 31, 2020 2019 Accrued commissions $ 11,689 $ 1,100 Accrued bonuses 6,584 3,071 Contingent consideration, current portion 5,322 - Deferred revenue 2,518 344 Accrued taxes 1,717 984 Accrued employee-related costs 1,579 381 Operating lease liabilities, current portion 1,572 - Accrued inventory 1,423 210 Accrued professional fees 1,156 1,085 Accrued vacation liability 793 490 Product warranty reserve 561 225 Accrued freight 283 75 Accrued rent and restoration costs 252 208 Refundable purchase price of unvested stock 161 212 Other 941 802 Total accrued expenses and other liabilities $ 36,551 $ 9,187 Other long-term liabilities consist of the following: December 31, 2020 2019 Contingent consideration $ 7,865 $ - Operating lease liabilities 6,779 - Deferred payroll taxes 572 - Other 13 174 $ 15,229 $ 174 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Revolving Credit Line On November 16, 2016, the Company entered a Business Financing Agreement (the “Revolver Agreement”) with Western Alliance Bank, which replaced its then existing revolving line of credit. The Revolver Agreement made available $7.0 million of revolving credit upon the closing date. Availability under the Revolver Agreement was calculated based upon 80% of the eligible receivables (net of pre-paid deposits, pre-billed invoices, other offsets, and contras related to each specific account debtor). The original maturity date was September 30, 2018. The Company refinanced the Revolver Agreement in April 2018, increasing the credit line to $7.5 million and extending the maturity date to September 30, 2020. The Company entered into an amendment to the Revolver Agreement on September 30, 2020, extending the maturity date to April 6, 2023. The principal was due upon maturity . At December 31, 2019, the outstanding balance under the Amended Revolver Agreement was $3.5 million. On October 21, 2020 (the “Closing Date”), the Company entered into a loan and security agreement with Canadian Imperial Bank of Commerce Innovation Banking (“CIBC”) (the “Loan and Security Agreement”). The Loan and Security Agreement provides for a revolving loan facility of $12.0 million (the “Revolving Facility”) and a term loan facility of $40.0 million (the “Term Facility” and, together with the Revolving Facility, the “Facilities”). The proceeds of the Facilities were used to repay the Company’s existing revolving loan facility and term loan facility. The Revolving Facility will mature on October 21, 2022 and may be renewed on an annual basis thereafter by mutual agreement of the Company and CIBC. The Revolving Facility bears interest at a floating rate per annum equal to the Wall Street Journal (“WSJ”) Prime Rate plus 1.0% and is subject to a floor of 3.25%. At December 31, 2020, the interest rate was 4.25%. The outstanding balance under the Revolving Facility was $4.9 million at December 31, 2020 and the remaining availability based on eligible receivables was $7.1 million. Term Loans On April 6, 2018, the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement and Guaranty”) with Perceptive Credit Holdings II, LP (“Perceptive”). Pursuant to the Credit Agreement and Guaranty, a total of $42.5 million was available in three tranches. The first tranche was drawn down in the amount of $20.0 million on the closing date, April 6, 2018, which paid off the Company’s prior financing agreement in full. On July 20, 2018, pursuant to the Credit Agreement and Guaranty, the Company drew down the second tranche of $10.0 million. In connection with this draw down, the Company granted Perceptive warrants to purchase 18,846 shares of Series D preferred stock which were converted into warrants to purchase shares of common stock at the time of the initial public offering. The warrants had an exercise price of $15.92 per share, were fully vested upon issuance, were exercisable at the option of the holder, in whole or in part, and expire in July 2028. On September 27, 2018, the Company entered into the first amendment to the Credit Agreement and Guaranty (the “Amendment”, together with the Credit Agreement and Guaranty, the “Amended Credit Agreement and Guaranty”) with Perceptive. Pursuant to the Amended Credit Agreement and Guaranty, the Company was permitted to draw the final $12.5 million of availability at any time through March 31, 2019 and the minimum 2018 revenue requirement of $43.2 million that was required to draw down the final tranche was eliminated. Concurrently with the closing of the Amendment, the Company drew down $2.0 million of the remaining $12.5 million available. In connection with this draw down, the Company granted to Perceptive warrants to purchase 3,769 shares of its Series D preferred stock which were converted into warrants to purchase shares of common stock at the time of the initial public offering. The warrants had an exercise price of $15.92 per share, were fully vested upon issuance, were exercisable at the option of the holder, in whole or in part, and expire in September 2028. On March 22, 2019, the Company drew the remaining $10.5 million. In connection with this draw down, the Company granted Perceptive warrants to purchase 19,790 shares of common stock. The warrants had an exercise price of $15.92 per share, were fully vested upon issuance, were exercisable at the option of the holder, in whole or in part, and expire in March 2029. The estimated fair value at the time of issuance was approximately $0.3 million, is recorded as a discount against the principal owed on the related debt and is being amortized over the contractual term of the debt instrument. On June 10, 2020, Perceptive exercised all of its outstanding warrants. See Note 13 “Warrants” for further details. Pursuant to the Amended Credit Agreement and Guaranty, the outstanding principal amount accrued interest at an annual rate equal to 9.06% plus the greater of (a) one-month LIBOR or (b) 1.75% per year. At December 31, 2019, the interest rate was 10.81%. The outstanding balance, including accretion of the additional final payment due upon maturity and described below, was $42.6 million at December 31, 2019 and there was no remaining availability. The Amended Credit Agreement and Guaranty, which was scheduled to mature in 2023, required that upon maturity, in addition to the payment of principal and accrued interest, the Company make a payment of 0.5% of the total amount borrowed under the Amended Credit Agreement and Guaranty unless the Company has already made such a payment in connection with an acceleration or prepayment of borrowings under the agreement. In the event the Company prepaid all or part of this term loan facility prior to the maturity date, the Company would be subject to additional prepayment fees which would decrease as the time to maturity decreases. On October 21, 2020, the Company refinanced its debt with CIBC and used $40 million of the Term Facility, approximately $4.9 million of the Revolving Facility and approximately $6.3 million of cash on hand to pay off all obligations owing under, and to terminate, both the Amended Credit Agreement and Guaranty and the Revolver Agreement, which included a prepayment penalty and exit fees of $3.7 million. As a result of the termination of the Amended Credit Agreement and Guaranty and the Revolver Agreement, the Company recorded a loss on extinguishment of debt of $ 4.2 million, which included the prepayment penalty, exit fees, write-off of the remaining unamortized deferred financing costs, and legal fees. The Term Facility will mature on October 21, 2025. Advances under the Term Facility bear interest at a floating rate equal to the WSJ Prime Rate plus 2.5% and is subject to a floor of 3.25%. At December 31, 2020, the interest rate was 5.75%. The outstanding balance was $40.0 million at December 31, 2020 and there was no remaining availability. The Loan and Security Agreement provides for interest-only payments on the Term Facility for the first 36 months following the Closing Date. Thereafter, amortization payments on the Term Facility will be payable monthly in 24 equal installments. The Loan and Security Agreement contains customary covenants and representations, including, without limitation, a minimum revenue covenant equal to 80% of each year’s annual operating plan (tested on a trailing twelve month basis at the end of each fiscal quarter) and other financial covenants, reporting obligations, and limitations on dispositions, changes in business or ownership, mergers or acquisitions, indebtedness, encumbrances, distributions and investments, transactions with affiliates and capital expenditures. The events of default under the Loan and Security Agreement include, without limitation, and subject to customary grace periods, (1) the Company’s failure to make any payments of principal or interest under the Loan and Security Agreement or other loan documents, (2) the Company’s breach or default in the performance of any covenant under the Loan and Security Agreement, (3) the occurrence of a material adverse effect or an event that is reasonably likely to result in a material adverse effect, (4) the existence of an attachment or levy on a material portion of funds of the Company or its subsidiaries, (5) the Company’s insolvency or bankruptcy, or (6) the occurrence of certain material defaults with respect to any other indebtedness of the Company in excess of $500,000. If an event of default occurs, CIBC is entitled to take enforcement action, including acceleration of amounts due under the Loan and Security Agreement. The Loan and Security Agreement also contains other customary provisions, such as expense reimbursement and confidentiality. CIBC has indemnification rights and the right to assign the Facilities, subject to customary restrictions. As of December 31, 2020, the Company was in compliance with all covenants. The annual principal maturities of the Company’s Term Facility as of December 31, 2020 are as follows: 2021 $ - 2022 - 2023 3,200 2024 19,200 2025 17,600 Less: Unamortized deferred financing costs (347 ) Long-term loans payable $ 39,653 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Lease Commitments In May 2016, the Company entered into a lease agreement for office and storage space at 100 Domain Drive, Exeter New Hampshire and has entered into several amendments since then to lease additional space. In total, the Company occupies approximately 95,320 square feet of space at this facility and the lease, as most recently amended, the lease is scheduled to expire on January 28, 2025. The Company has the option to renew the lease for two additional five year terms by providing written notice twelve months prior to end of the initial or first lease extension term. The Company is not reasonably certain that it will renew the lease beyond January 2025. In October 2019, the Company entered into an assignation and variation agreement for a lease of 453 square meters of office and warehouse space at 2 Dryden Loan, Bilston Glen Industrial Estate, Loanhead in the United Kingdom. The lease term expires on February 15, 2022 and will automatically renew for an additional five-year terminates the lease by providing written notice to the to the landlord one month prior to the end of the current lease term. The Company is not reasonably certain that it will renew the lease beyond February 2022. In November 2020, in connection with the acquisition of HGE, the Company assumed a real estate lease for 22,524 square feet of office space at 1301 Virginia Drive, Fort Washington, Pennsylvania. The lease term expires on July 31, 2025. The Company has the option to renew the lease for one additional five-year The following table presents operating lease cost and information related to operating right-of-use assets and operating lease liabilities for the year ended December 31, 2020: Lease cost: Operating lease cost $ 1,717 Variable lease cost 379 Total 2,096 Operating cash flow impacts: Cash paid for amounts included in measurement of lease liabilities $ 1,731 Operating right of use assets obtained in exchange for new operating lease liabilities $ 2,965 Weighted average remaining lease term - operating leases 4.2 years Weighted average discount rate - operating leases 8.0 % As of December 31, 2020, future maturities of lease liabilities under the Company’s noncancelable operating leases are as follows: Total Due Years Ended December 31, 2020 $ 2,357 2021 2,342 2022 2,380 2023 2,417 2024 331 Total payments 9,827 Less interest 1,476 Total present value of lease payments $ 8,351 ASC-840 Rent expense for the year ended December 31, 2019 was $2.0 million. Deferred rent totaled $0.2 million at December 31, 2019 and is recorded in accrued expenses and other liabilities in the accompanying consolidated balance sheet. As of December 31, 2019, future minimum lease payments under the Company’s noncancelable operating leases under ASC 840 were are follows: Total Due Years Ended December 31, 2020 $ 1,621 2021 1,645 2022 1,630 2023 1,652 2024 1,679 Thereafter 140 Total $ 8,367 Legal Matters From time to time, the Company may become involved in various legal proceedings, including those that may arise in the ordinary course of business. During 2019, the Company settled litigation with a former supplier. The parties reached a settlement agreement on December 16, 2019 whereby the supplier agreed to pay the Company $0.65 million in a series of monthly payments through December 2021, and both the Company and the supplier agreed to release each from any other outstanding claims, which included $0.5 million of accounts payable the Company had previously recorded. As a result, the Company recorded a gain of $1.2 million in the consolidated statement of comprehensive loss during the fourth quarter of 2019. The Company believes there are no other litigation pending that could have, individually, or in the aggregate, a material adverse effect on the results of its operations or financial condition. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Preferred Stock As of December 31, 2020 and 2019, the Company has authorized 25,000,000 shares of preferred stock, at a par value of $0.001. As of December 31, 2020 and 2019, there are no shares of preferred stock outstanding. Common Stock As of December 31, 2020 and 2019, the Company has authorized 175,000,000 shares of common stock. The Company has 25,722,984 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 13. Warrants The table below sets forth the Company’s warrant activity for the year ended December 31, 2020: Common Stock Warrants Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2019 182,076 $ 14.84 Warrants granted - - Warrants exercised (148,128 ) 15.04 Outstanding at December 31, 2020 33,948 $ 14.00 All of the Company’s warrants outstanding at December 31, 2020 have an exercise price of $14.00 and expire at periods ranging from March 14, 2022 through July 28, 2025. On June 10, 2020, a warrant to purchase 80,097 shares of common stock was exercised on a net exercise basis. Upon exercise, the exercise price of $15.92 per share was satisfied through the Company’s withholding of 39,031 of the warrant shares and issuing 41,066 shares of common stock. On July 10, 2020, a warrant to purchase 20,889 shares of common stock held was exercised on a net exercise basis. Upon exercise, the exercise price of $14.00 per share was satisfied through the Company’s withholding of 6,902 of the warrant shares and issuing 13,987 shares of common stock to the holder. On August 7, 2020, a warrant to purchase 4,285 shares of common stock held was exercised on a net exercise basis. Upon exercise, the exercise price of $14.00 per share was satisfied through the Company’s withholding of 2,064 of the warrant shares and issuing 2,221 shares of common stock to the holder. On October 1, 2020, a warrant to purchase 42,857 shares of common stock held was exercised on a net exercise basis. Upon exercise, the exercise price of $14.00 per share was satisfied through the Company’s withholding of 20,689 of the warrant shares and issuing 22,168 shares of common stock to the holder. |
Disaggregated Revenue
Disaggregated Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregated Revenue | 14. Disaggregated Revenue The following table shows the Company’s net revenue disaggregated into categories the Company considers meaningful: For the Year Ended December 31, 2020 US International Total Net revenue by: Product Revenue Capital Equipment $ 45,464 $ 12,719 $ 58,183 Disposable 44,548 12,163 56,711 Subtotal Product Revenue 90,012 24,882 114,894 Lease Revenue Capital Equipment 5,698 72 $ 5,770 Other 1,659 352 $ 2,011 Service and Other Revenue 1,792 1,266 3,058 Net Revenue $ 99,161 $ 26,572 $ 125,733 For the Year Ended December 31, 2019 US International Total Net revenue by: Product Revenue Capital Equipment $ 6,144 $ 3,180 $ 9,324 Disposable 27,753 7,302 35,055 Subtotal Product Revenue 33,897 10,482 44,379 Lease Revenue 1,721 - 1,721 Service and Other Revenue 965 1,039 2,004 Net Revenue $ 36,583 $ 11,521 $ 48,104 United States and International net revenue is based on the customer location to which the product is shipped. No Contract Balances from Contracts with Customers Contract liabilities consist of deferred revenue and other contract liabilities associated with rebates and fees payable to GPOs, IDNs and distributor partners. Deferred revenues are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets. The following table presents changes in contract liabilities during 2020: Contract Liabilities Deferred Revenue Balance at December 31, 2019 $ 137 $ 344 Additions 459 3,137 Subtractions (137 ) (963 ) Balance at December 31, 2020 $ 459 $ 2,518 |
Stock Plans and Stock-Based Com
Stock Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans and Stock-Based Compensation | 15. Stock Plans and Stock-Based Compensation On October 30, 2018, the Company’s Board of Directors adopted, and stockholders approved, the Vapotherm, Inc. 2018 Equity Incentive Plan (the “2018 SI Plan”) which provides for the grant of stock options, stock appreciation rights, restricted and unrestricted stock and stock units, performance awards, and other awards that are convertible into or otherwise based on the Company’s common stock. On January 23, 2019, the Company established a French Qualifying Subplan, which allows for the granting of stock options to purchase shares of common stock for employees and officers who are residents of France, and on August 31, 2020, the Company established a French Qualifying Subplan, which allows for the granting of not only stock options to purchase shares of common stock but also restricted stock units for employees and officers who are residents of France, and superseded and replaced the prior subplan. The options and restricted stock unit awards under the French Qualifying Subplan reside under the umbrella of the 2018 SI Plan. Subject to customary anti-dilution adjustments, the number of shares of common stock that may be issued in satisfaction of awards under the 2018 SI Plan was initially 998,900 shares, plus the number of shares (which will not exceed 769,419 shares) underlying awards under the Vapotherm, Inc. 2015 Stock Incentive Plan (the “2015 SI Plan”), which plan was replaced by the 2018 SI Plan, that, on or after the effectiveness of the 2018 SI Plan, expire or are terminated, surrendered or cancelled without the delivery of shares, are forfeited to or repurchased by the Company, or otherwise become available again for grant under the 2015 SI Plan. In addition, the number of shares of common stock available for issuance under the 2018 SI Plan is increased on the first day of each calendar year beginning January 1, 2019 and each year thereafter until 2028 by the lesser of (i) four percent of the number of outstanding shares of common stock as of the close of business on the immediately preceding December 31 or (ii) the number of shares determined by the Board of Directors on or prior to such date. As of December 31, 2020, 891,469 shares of common stock remain available for issuance under the 2018 SI Plan. To date, stock options, performance awards, restricted stock awards and restricted stock units have been issued under the 2018 SI Plan. Stock-based compensation expense was allocated based on the employees’ and non-employees’ functions as follows: Year Ended December 31, 2020 2019 Cost of revenue $ 351 $ 187 Research and development 1,807 405 Sales and marketing 1,151 782 General and administrative 3,121 2,462 Total $ 6,430 $ 3,836 During the years ended December 31, 2020 and 2019, the Company granted 19,387 and 17,644 shares of its common stock, respectively, to members of its Board of Directors and consultants that were valued at the closing price of the Company’s common stock at the date of grant and were fully vested on the date of grant. Stock Options Under the terms of the 2018 SI Plan, the exercise price of the options is determined by the Board of Directors at the time of grant. Options granted under the 2018 SI Plan and prior plans, including the 2015 SI Plan, vest ratably over a period of one to four years from the date of grant and are exercisable over a period of not more than ten years from the date of grant. Stock option activity for the year ended December 31, 2020 is as follows: Weighted Number of Weighted Average Underlying Average Remaining Aggregate Common Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 31, 2019 1,030,148 $ 8.91 8.18 $ 5,544 Options granted 991,718 13.49 Options exercised (223,998 ) 2.65 Options canceled (31,531 ) 15.84 Outstanding at December 31, 2020 1,766,337 $ 12.15 8.32 $ 26,294 Exercisable at December 31, 2020 488,878 $ 9.07 6.97 $ 8,725 Vested and unvested expected to vest at December 31, 2020 1,766,337 $ 12.15 8.32 $ 26,294 The weighted average grant date fair value of options granted during the years ended December 31, 2020 and 2019 was $9.90 and $9.20 per share, respectively. The aggregate intrinsic value of options exercised during the year ended December 31, 2020 was $6.8 million. As of December 31, 2020, the Company had unrecognized stock-based compensation expense related to its unvested stock options awards of $7.7 million, which is expected to be recognized over the remaining weighted average vesting period of 2.8 years. Certain members of the Company’s management elected to receive their option grants in the form of restricted stock, which contains vesting provisions. Upon election of restricted stock, the Company records a liability for the unvested portion of the grant. As the restricted stock vests, the Company reclassifies the liability into additional paid-in capital. During the first quarter of 2019, the Company modified certain previously granted performance awards where the performance condition had not been met. The modification resulted in the granting of 68,526 shares of restricted stock for which 25% was immediately vested with the remaining portion vesting over 36 months. During 2016, the Company permitted the exercise of 79,865 stock options via nonrecourse notes. There were no exercises of stock options via nonrecourse notes in 2019 or 2020. The nonrecourse notes were fully paid during 2019 and the related shares were issued. The weighted average assumptions used in the Black-Scholes options pricing model are as follows: Year Ended December 31, 2020 2019 Expected dividend yield 0.0 % 0.0 % Risk free interest rate 1.6 % 1.9 % Expected stock price volatility 87.6 % 64.5 % Expected term (years) 6.1 6.2 The Company assumed an average forfeiture rates of 4.17% and 6.73% for the years ended December 31, 2020 and 2019, respectively, based on historical experience with pre-vested forfeitures. Restricted Stock Units and Restricted Stock Awards The Company has granted both restricted stock units and restricted stock awards. A summary of restricted stock unit activity for the year ended December 31, 2020 is as follows: Weighted Average Grant Date Shares Fair Value Unvested at December 31, 2019 - $ - Granted 238,757 25.71 Vested (107 ) 23.93 Canceled (10,161 ) 28.21 Unvested at December 31, 2020 228,489 $ 25.60 A summary of restricted stock award activity for the year ended December 31, 2020 is as follows: Weighted Average Grant Date Shares Fair Value Unvested at December 31, 2019 229,913 $ 1.68 Granted/purchased - - Vested (126,263 ) 1.68 Canceled - - Unvested at December 31, 2020 103,650 $ 1.68 Employee Stock Purchase Plan On October 30, 2018, the Company’s Board of Directors adopted, and stockholders approved, the Vapotherm, Inc. 2018 Employee Stock Purchase Plan. Subject to customary anti-dilution adjustments, the number of shares of common stock that are available for issuance under the ESPP was initially 166,500 shares. The number of shares of common stock available for issuance under the ESPP is increased on the first day of each calendar year beginning January 1, 2019 and each year thereafter until 2028 by the lesser of (i) 1% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (ii) the number of shares of common stock determined by the Board of Directors up to such an initial maximum of 1,741,300 shares of common stock. The number of shares of common stock reserved under the plan at December 31, 2020 totals 490,297. The ESPP provides for successive discrete offering periods of approximately six months or as determined by the plan administrator. The first offering period began on January 2, 2020 and ended on May 14, 2020. Subsequent offering periods begin on each November 15 th th The ESPP permits eligible employees to elect to purchase shares of common stock through fixed whole percentage contributions from eligible compensation during each offering period, not to exceed 10% of the eligible compensation a participant receives during an offering period and not to accrue at a rate which exceeds $25,000 of the fair value of the stock (determined on the grant date(s)) for each calendar year. A participant may purchase the lower of (a) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the option price, (b) 5,000 shares, or (c) such other lesser maximum number of shares as shall have been established by the plan administrator. Amounts deducted and accumulated by the participant will be used to purchase shares of common stock at the end of each offering period. The purchase price of the shares will be 85% of the lower of the fair value of common stock on the first trading day of each offering period or on the purchase date. Participants may end their participation during an offering period up to ten days in advance of the exercise date and will be paid their accumulated contributions that have not been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The fair value of the purchase right for the ESPP option is estimated on the date of grant using the Black-Scholes pricing model with the following assumptions during 2020: Expected dividend yield 0.0% Risk free interest rate 0.1% - 1.6% Expected stock price volatility 93.0% - 131.0% Expected term (years) 0.4 - 0.5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes Net loss before income taxes is as follows: Year Ended December 31, 2020 2019 United States $ (51,591 ) $ (50,343 ) United Kingdom 89 (862 ) $ (51,502 ) $ (51,205 ) During the year ended December 31, 2020, the Company did not record any income tax expense or benefit. During the year ended December 31, 2019, the Company recorded a tax benefit of approximately $0.1 million, related to foreign net deferred income tax assets deemed more likely than not to be realized in the United Kingdom. There were no current foreign income taxes due to minimal foreign income for the year ended December 31, 2020, reduced by the deferred tax asset impact related to the change in the United Kingdom income tax rate from 17% to 19%, and foreign net losses during the year ended December 31, 2019. Because the Company has historically incurred operating losses and maintains a full valuation allowance against its United States net deferred tax assets, no tax benefit or provision was recorded on its United States results in either the year ended December 31, 2020 or 2019. The reported amount of income tax benefit for both 2020 and 2019 differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in the valuation allowance. A reconciliation of income tax expense is computed as the statutory federal income tax rate to income taxes as reflected in the financial statement as follows: Year Ended December 31, 2020 2019 Federal income tax benefit at statutory rate (21.0 %) (21.0 %) Permanent differences (5.9 %) (6.7 )% Change in valuation allowance 26.8 % 26.9 % Other 0.1 % 0.5 % Income tax expense 0.0 % (0.3 %) Significant components of the Company’s net deferred tax assets and liabilities are as follows: December 31, 2020 2019 Deferred Tax Assets Net operating loss carryforwards $ 59,779 $ 51,303 Deduction of research and development costs 8,356 5,985 Tax credit carryforwards 5,109 4,109 Accrued expenses 2,997 1,976 Operating lease liabilities 2,300 - Stock option expense attributed to non-ISO stock 1,641 1,098 Accrued bonus and vacation 1,693 703 Inventory valuation reserves 136 280 Deferred revenue - 230 Accounts receivable allowance 100 63 Accrued warranty 151 61 Other temporary differences 561 492 Gross deferred tax assets 82,823 66,300 Less: Valuation allowance (79,236 ) (65,515 ) Deferred tax assets after valuation allowance 3,587 785 Deferred Tax Liabilities Depreciation (1,220 ) (593 ) Intangible assets (28 ) (68 ) Operating lease right of use assets (2,300 ) - Deferred revenue (45 ) - Other temporary differences - (58 ) Gross deferred tax liabilities (3,593 ) (719 ) Net Deferred Tax Assets (Liabilities) $ (6 ) $ 66 The Company’s major tax jurisdictions are the United States, New Hampshire and the United Kingdom. As of December 31, 2020, the Company had federal and state net operating loss carryforwards of $254.0 million and $110.3 million, respectively, which begin to expire in 2021. Federal net operating loss carryforwards generated during or after the year ended December 31, 2018 will carryforward indefinitely. As of December 31, 2020, the Company had federal research and development tax credits carryforwards of $5.0 million which begin to expire in 2021. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets generated from our UK subsidiary, which are comprised principally of net operating loss carryforwards. Under the applicable accounting standards management has concluded that the Company will realize the benefit of the subsidiary’s deferred tax asset. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its domestic deferred tax assets, which are comprised principally of net operating loss carryforwards and research and development credits. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, a valuation allowance of $ 79.2 million and $ 65.5 million has been established at December 31, 20 20 and 201 9 , respectively. The valuation allowance increased $ 13.7 million during the year ended December 31, 20 20 , due primarily to net operating losses generated. Years prior to 2017 are generally closed due to statute of limitations for purposes of taxing jurisdictions assessing additional tax; however, the tax attributes, including net operating losses and research credits, from such years can still be reviewed and reduced upon audit. Years beginning in 2017 remain open to examination for both federal and state purposes. The Company accounts for uncertain tax positions pursuant to ASC 740, Income Taxes, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Management is not aware of any uncertain tax positions. As of December 31, 2020, and 2019, the Company determined that there were no liabilities associated with uncertain tax positions and no related interest and penalties. The Company’s policy is to recognize interest and penalties related to income tax matters as a component of income taxes, when and if incurred. Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. The Company has not currently completed an evaluation of ownership changes through December 31, 2020 or 2019 to assess whether utilization of the Company’s net operating loss and tax credit carryforwards would be subject to an annual limitation under Section 382 and 383. To the extent an ownership change is determined to have occurred under Section 382 and 383, the net operating loss and credit carryforwards may be subject to limitation. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 17. Net Loss Per Share The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2020 2019 Options to purchase common stock 1,766,337 1,030,148 Unvested restricted stock units and awards 332,139 229,913 Employee stock purchase plan shares 43,595 - Warrants to purchase common stock 33,948 182,076 2,176,019 1,442,137 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions See Note 10 “Debt” for a discussion of the Company’s Amended Credit Agreement and Guaranty and related transactions with Perceptive, a holder of more than 5% of the Company’s common stock. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 19. Employee Benefit Plan The Company has a 401(k) retirement plan (the “401(k) Plan”) for the benefit of eligible employees, as defined. Each participant may elect to contribute up to 100% of his or her compensation to the 401(k) Plan each year, subject to certain Internal Revenue Service limitations. The Company matches employee contributions at a rate of 50% of the first 4% of employee contributions. In 2019, the employer match was capped at $1,000 per year for employees with annual earnings less than $50,000 and $500 per year for employees with annual earnings greater than $50,000. In 2020, the employer match was capped at $1,000 per year for all employees. The Company contributed $0.3 million and $0.1 million during the years ended December 31, 2020 and 2019, respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial data (Unaudited) | 20. Selected Quarterly Financial Data (Unaudited) The following table sets forth our unaudited quarterly operating results for each of the Company’s quarters in the years ended December 31, 2020 and 2019. In the opinion of management, the quarterly financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data. 2020 Quarters 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue $ 19,115 $ 35,152 $ 30,559 $ 40,907 $ 125,733 Cost of revenue 9,898 17,544 15,049 20,196 62,687 Gross profit 9,217 17,608 15,510 20,711 63,046 Operating expenses: Research and development 3,362 3,895 4,745 4,954 16,956 Sales and marketing 13,317 14,858 15,932 20,958 65,065 General and administrative 5,251 5,627 6,047 7,114 24,039 Total operating expenses 21,930 24,380 26,724 33,026 106,060 Loss from operations (12,713 ) (6,772 ) (11,214 ) (12,315 ) (43,014 ) Other expense, net (1,131 ) (1,260 ) (1,228 ) (4,869 ) (8,488 ) Net loss $ (13,844 ) $ (8,032 ) $ (12,442 ) $ (17,184 ) $ (51,502 ) 2019 Quarters 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue $ 12,299 $ 11,986 $ 10,809 $ 13,010 $ 48,104 Cost of revenue 7,120 6,527 5,999 7,147 26,793 Gross profit 5,179 5,459 4,810 5,863 21,311 Operating expenses: Research and development 3,273 3,167 3,280 3,656 13,376 Sales and marketing 9,161 9,432 9,193 9,903 37,689 General and administrative 4,879 4,532 3,978 5,021 18,410 Total operating expenses 17,313 17,131 16,451 18,580 69,475 Loss from operations (12,134 ) (11,672 ) (11,641 ) (12,717 ) (48,164 ) Other expenses, net (830 ) (1,208 ) (1,124 ) 121 (3,041 ) Net loss before income taxes (12,964 ) (12,880 ) (12,765 ) (12,596 ) (51,205 ) Benefit for income taxes - - - (146 ) (146 ) Net loss $ (12,964 ) $ (12,880 ) $ (12,765 ) $ (12,450 ) $ (51,059 ) * During the fourth quarter of 2020, the Company recorded a $4.2 million loss on extinguishment of debt which is included in other expense, net. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements include the financial statements of Solus Medical Ltd. (“Solus”), a wholly owned subsidiary of the Company based in the United Kingdom, which was acquired in the first quarter of 2019 and HGE, a wholly owned subsidiary of the Company located in the United States, which was acquired in the fourth quarter of 2020. All intercompany accounts and transactions have been eliminated upon consolidation. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate discrete financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company globally manages the business within one reporting segment, Vapotherm, Inc. and three reporting units, Vapotherm, Solus and HGE. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The majority of the Company’s long-term assets are located in the United States. Long-term assets located outside the United States total $0.2 million and $0.1 million at December 31, 2020 and 2019, respectively. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. The Company evaluates its estimates on an ongoing basis. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates relied upon in preparing these consolidated financial statements include calculation of stock-based compensation, valuation of warrants, fair values of acquired assets and liabilities, including goodwill and intangibles assets, realizability of inventories, allowance for bad debts, accrued expenses, including the fair value of contingent consideration and estimated incurred but not reported insurance obligations, and the valuation allowances against deferred income tax assets. Actual results may differ from these estimates. |
Reclassification | Reclassification Certain amounts in 2019 have been reclassified to conform to the presentation in 2020. None of the reclassifications had any impact to the Company’s results of operations. |
Financial Instruments and Concentrations of Credit Risk | Financial Instruments and Concentrations of Credit Risk As of December 31, 2020 and 2019, the Company’s financial instruments were comprised of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and debt, the carrying amounts of which approximated fair value due to the short-term nature or market interest rates. All of the Company’s cash and cash equivalents are maintained at creditworthy financial institutions. At December 31, 20 20 and 201 9 , deposits exceed the amount of any insurance provided. The Company extends credit to customers in the normal course of business but typically does not require collateral or any other security to support amounts due. Management performs ongoing credit evaluations of its customers. An allowance for potentially uncollectible accounts is provided based on history, economic conditions, and composition of the accounts receivable aging. In some cases, the Company makes allowances for specific customers based on these and other factors. Provisions for the allowance for doubtful accounts are recorded in general and administrative expenses in the accompanying consolidated statements of comprehensive loss. |
Supplier Risk | Supplier Risk The Company obtains some of the components and subassemblies included in its Precision Flow systems and obtain its Oxygen Assist Module from single source suppliers and the partial or complete loss of one or more of these suppliers could cause significant production delays, an inability to meet customer demand and a substantial loss in revenue. |
Foreign Currency and Foreign Operations | Foreign Currency and Foreign Operations The functional currency of the Company is the currency of the primary economic environment in which the entity operates, which is the U.S. dollar. For the Company’s non-U.S. subsidiary that transacts in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign currency exchange rates for the period. Adjustments resulting from the translation of the financial statements of its foreign operations into U.S. dollars are excluded from the determination of net loss and are recorded in accumulated other comprehensive income, a separate component of stockholders’ equity. Realized foreign currency gains or losses arising from transactions denominated in foreign currencies are recorded in other (expense) income in the consolidated statements of comprehensive loss. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid temporary investments purchased with original maturities of 90 days or less to be cash equivalents. The Company holds restricted cash related to certificates of deposits and collateral in relation to lease agreements. As of December 31, 2020, $0.4 million of our $115.5 million of cash, cash equivalents and restricted cash balance was located outside the United States. The following table presents the components of total cash, cash equivalents, and restricted cash as set forth in the Company’s consolidated statements of cash flows: December 31, 2020 2019 Cash and cash equivalents $ 113,683 $ 71,655 Restricted cash 1,853 1,852 Total cash, cash equivalents, and restricted cash $ 115,536 $ 73,507 |
Inventories | Inventories Inventories consist of finished goods and component parts and are valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method. On a quarterly basis, the Company evaluates the carrying costs of both finished goods and component part items. To the extent that such costs exceed future demand estimates, exhibit historical turnover at rates less than current inventory levels, or exceed estimated selling prices less costs to sell, the Company reduces the carrying value of inventories to its net realizable value. The Company only capitalizes pre-launch inventories when purchased for commercial sale and it deems regulatory approval to be probable. |
Public Offering Costs | Public Offering Costs The Company incurs public offering costs consisting of legal, accounting and other costs directly attributable to the Company’s public offerings and defers such costs until the closing of the offerings. Upon closing of offerings, such costs are netted against the proceeds received. As of December 31, 2020 and 2019, no amounts were deferred. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is recognized over the estimated useful lives of the related assets on a straight-line basis. Amortization of leasehold improvements is computed on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of the improvements and is included in depreciation expense. Demonstration equipment represents internally manufactured capital equipment that is used on-site at trade shows and at customer locations to demonstrate the Precision Flow system. Depreciation expense on demonstration equipment is recorded in sales and marketing expense in the consolidated statements of comprehensive loss. Placement and evaluation systems represent capital equipment placed at customer locations under placement or evaluation agreements for which depreciation expense is included in cost of revenue in the accompanying consolidated statements of comprehensive loss. When impairment indicators are present, the Company evaluates the recoverability of its long-lived assets. If the assessment indicates an impairment, the affected assets are written down to fair value. There were no impairments during 2020 or 2019. Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating expenses. The lives used in computing straight-line depreciation are as follows: Number of Years Equipment 3 - 7 Furniture 5 - 7 Manufacturing equipment 3 - 10 Software 3 Demonstration, placements and evaluation units 3 - 5 Leasehold improvements Lesser of life of lease or 10 years |
Intangible Assets | Intangible Assets Intangible assets are related to customer relationships, developed technology, customer agreements, trademarks and trade names and are amortized on a straight-line basis over their useful lives. Amortization is recorded within sales and marketing expenses in the consolidated statements of comprehensive loss for customer-related intangible assets while amortization of other intangible assets is included within general and administrative expenses in the consolidated statements of comprehensive loss. Intangible assets are evaluated for impairment whenever events or circumstances indicate an asset may be impaired. There were no impairments of intangible assets during 2020 or 2019. |
Goodwill | Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized but reviewed for impairment. Goodwill is reviewed annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. The Company compares the fair value of its reporting units to their carrying values. If the carrying value of the net assets assigned to a reporting unit exceeds the fair value of the reporting unit, the Company would record an impairment loss equal to the difference. There was no impairment of goodwill during 2020 or 2019. |
Leases | Leases The Company’s operating leases primarily consist of real estate leases for office, manufacturing, research and development, and warehouse space, as well as certain vehicle and equipment leases. Prior to adopting ASU 2016-02, Leases (Topic 842) total rent expense during the lease term on a straight-line basis over the lease term and recorded the difference between the lease payments and the straight-line rent expense as deferred rent on the balance sheet. Any tenant improvement allowances received from the lessor were recorded as a reduction to rent expense over the lease term. ASC 842 requires lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset, subject to certain permitted accounting policy elections. Under ASC 842, the Company determines whether a contract is or contains a lease at the inception of the contract. This determination is based on whether the contract provides the Company the right to control the use of a physically distinct asset and substantially all of the capacity of an asset. Leases with an initial noncancelable term of twelve months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise are classified as short-term leases. The Company has elected as an accounting policy to exclude from the consolidated balance sheets the right-of-use assets and lease liabilities related to short-term leases. The Company recognizes rent expense for its operating leases on a straight-line basis over the term of the lease. Certain of the Company’s leases include options to extend or terminate the lease at its sole discretion. The Company does not consider in the measurement of right-of-use assets and lease liabilities an option to extend or terminate a lease if the Company is not reasonably certain to exercise the option. As of December 31, 2020, the Company has not included any options to extend its leases in its measurement of the related right-of-use assets or lease liabilities as the Company is not reasonably certain it will exercise the options. Certain of the Company’s leases include covenants that oblige the Company, at its sole expense, to repair and maintain the leased asset periodically during the lease term. The Company is not a party to any leases that contain residual value guarantees. Many of the Company’s leases include fixed and variable payments. Among other charges, variable payments related to real estate leases include real estate taxes, insurance, operating expenses, and common area maintenance, which are usually billed at actual amounts incurred proportionate to the Company’ rented square feet of the building. Variable payments related to vehicle and equipment leases relate to usage of the underlying asset, sales and use tax, and value-added tax. Variable payments that do not depend on an index or rate are expensed as incurred and are not included in the measurement of the lease liability. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. buildings, vehicles, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated to the lease components and non-lease components based on their relative fair values. The Company elected the accounting policy to not separate lease and non-lease components for its real estate, vehicle, and equipment leases. Therefore, each lease component and the related non-lease components and non-components are accounted for together as a single component. The Company measures its lease liability for each leased asset as the present value of lease payments, as defined in ASC 842, discounted using a discount rate specific to the terms of the underlying lease. The Company’s right-of-use assets are equal to the related lease liabilities, adjusted for lease incentives received including tenant improvement allowances, initial direct costs incurred related to the lease, and payments made to the lessor prior to the lease commencement date. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company estimates its incremental borrowing rate for each leased asset based on the interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. |
Product Warranty | Product Warranty The Company provides its customers with a standard one-year Balance at December 31, 2018 $ 329 Provisions for warranty obligations 125 Settlements (229 ) Balance at December 31, 2019 225 Provisions for warranty obligations 636 Settlements (300 ) Balance at December 31, 2020 $ 561 |
Deferred Financing Costs | Deferred Financing Costs Direct financing costs are deferred and amortized as a component of interest expense, over the term of the related debt. The long-term portion of the balance of unamortized deferred financing costs related to Company’s term loan is presented as a reduction of the related borrowing arrangement liability and totals $0.3 million and $0.8 million at December 31, 2020 and 2019, respectively. The unamortized deferred financing costs related to the Company’s revolving facility are recorded in prepaid expenses and other current assets and other long-term assets in the Company’s consolidated balance sheet totaling $0.1 million and less than $0.1 million, respectively, at December 31, 2020. There were no unamortized deferred financing costs recorded in prepaid expenses and other current assets or other long-term assets at December 31, 2019. |
Insurance | Insurance Effective January 1, 2020, the Company became self-insured for certain obligations related to health insurance. The Company also purchases stop-loss insurance to protect itself from material losses. Judgments and estimates are used in determining the potential value associated with reported claims and for events that have occurred but have not been reported. The Company’s estimates consider expected claim experience and other factors. Receivables for insurance recoveries are recorded as assets, on an undiscounted basis. The Company’s liabilities are based on estimates, and, while the Company believes that its accruals are adequate, the ultimate liability may be significantly different from the amounts recorded. Changes in claims experience, the Company’s ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period. |
Revenue Recognition | Revenue Recognition The Company’s revenue is primarily derived from the sale of products, leases and services. Product revenue consists of capital equipment and single-use disposables that are shipped and billed to customers both domestically and internationally. The Company’s main capital equipment products are the Precision Flow systems, the Vapotherm Transfer Unit 2.0 and Q50 compressor. The Company’s main disposable products are single-use disposables and nasal interfaces, or cannulas, and adaptors. Lease revenue consists of two components which include capital equipment that the Company leases to its customers and, in certain situations, an allocation from disposable revenue to other lease revenue upon the sale of disposable products in bundled arrangements involving the placement of Precision Flow capital units for use by the customer at no upfront charge in connection with the customer’s ongoing purchase of disposable products. Service revenue consists of fees associated with routine service of capital units and the sale of extended service contracts and preventative maintenance plans, which are purchased by a small portion of the Company’s customer base. In addition, the Company sells small quantities of component parts in the United States, United Kingdom and to third-party international service centers who provide service on Precision Flow capital units outside of the United States and United Kingdom. Freight revenue is based upon actual freight costs plus a percentage markup of such costs associated with the shipment of products domestically, and to a lesser extent, internationally, and is included in service revenue. Rebates and fees consist of contractually obligated administrative fees and percentage-of-sales rebates paid to Group Purchasing Organizations (“GPOs”), Integrated Delivery Networks (“IDNs”) and distributor partners and accounted for as a reduction of service revenue. Under the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codifications (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value-added, and other taxes collected on behalf of third parties are excluded from revenue. The Company’s standard payment terms are generally 30 days from the date of sale. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative stand-alone selling prices of the promised products or services underlying each performance obligation. The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately. If the stand-alone selling price is not observable through past transactions, the Company estimates the stand-alone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is generally recognized when the customer obtains control of the Company’s product, which generally occurs at a point in time upon shipment based on the contractual shipping terms of a contract. Product and service revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value amount method to which the Company expects to be entitled. As such, revenue on sales is recorded net of prompt pay discounts and payments made to GPOs, IDNs and distributors. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Determination of whether to include estimated amounts in the transaction price is based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company believes that the estimates it has established are reasonable based upon current facts and circumstances. Applying different judgments to the same facts and circumstances could result in different estimates. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying a practical expedient under ASC 606, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component during the years ended December 31, 2020 or 2019. The Company’s contracts with its customers have a duration of less than one year. Therefore, the Company has elected to apply a practical expedient and recognizes the incremental costs of obtaining contracts as an expense. These costs are included in sales and marketing expense in the accompanying consolidated statements of comprehensive loss. |
Lease Revenue | Lease Revenue The Company also enters into agreements to lease its capital equipment. For such sales, the Company accounts for revenue under ASC 842 and assesses and classifies these transactions as sales-type or operating leases based on whether the lease transfers ownership of the equipment to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term. Equipment included in arrangements including transfer of title are accounted for as sales-type leases and the Company recognizes the present value of the lease payments due over the lease term as revenue at the inception of the lease. The Company records the present value of future lease payments in prepaid expenses and other current assets in the accompanying consolidated balance sheets; these amounts totaled $2.7 million and $0.9 million at December 31, 2020 and 2019, respectively. Equipment included in arrangements that do not include the transfer of title, nor any of the sales-type or direct financing lease criteria, are accounted for as operating leases and revenue is recognized on a straight-line basis over the term of the lease. Prior to the adoption of ASC 842 effective January 1, 2020, the Company accounted for such transactions under ASC 840 and there was no change in the Company’s accounting for such transactions upon the adoption of ASC 842. The Company also enters into agreements involving the placement of Precision Flow capital units for use by the customer at no upfront charge in connection with the customer’s ongoing purchase of disposable products. In these bundled arrangements, revenue recognized for the sale of the disposables is allocated between disposable revenue and other lease revenue based on the estimated relative stand-alone selling prices of the individual performance obligations. |
Shipping and Handling Costs | Shipping and Handling Costs Amounts billed to customers for shipping and handling are included in service revenue. Shipping and handling costs are included in costs of sales. The total costs of shipping and handling for the years ended December 31, 2020 and 2019 totaled $2.5 million and $1.0 million, respectively. |
Sales and Value-Added Taxes | Sales and Value-Added Taxes When required by local jurisdictions, the Company bills its customers for sales tax and value-added tax calculated on each sales invoice and records a liability for the sales and value-added tax payable, which is included in accrued expenses and other liabilities in the consolidated balance sheets. Sales tax and value-added tax billed to a customer are not included in the Company’s revenue. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed when incurred and are related primarily to product design, prototype development and testing, the investigation of possible follow-on product enhancements and new product releases, and investigation of complementary technologies potentially available to enhance the Company’s offerings in the marketplace. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains an equity incentive plan to provide long-term incentives for employees, consultants, and members of the board of directors. The plan allows for the issuance of non-statutory and incentive stock options, restricted stock, unrestricted stock, stock units, including restricted stock units, and stock appreciation rights to employees, consultants and non-employee directors. The Company recognizes stock-based compensation expense for awards of equity instruments to employees and non-employees based on the grant date fair value of those awards in accordance with ASC Topic 718, Stock Compensation (“ASC 718”). ASC 718 requires all equity-based compensation awards, including grants of restricted shares and stock options, to be recognized as expense in the consolidated statements of comprehensive loss based on their grant date fair values. The fair value of each option grant is estimated on the grant date using the Black-Scholes option pricing model. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. For performance-based awards, the related compensation cost is amortized over the performance period on an accelerated attribution basis. Compensation cost associated with performance awards is based on fair value on the date of grant and the number of units expected to be earned after assessing the probability that certain performance criteria will be met and the associated targeted payout level that is forecasted will be achieved. Cumulative adjustments are recorded each quarter to reflect estimated outcomes of the performance-related conditions until the results are determined and settled. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the expected life (weighted average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock and an assumed risk-free interest rate. Expected volatility is calculated based on historical volatility of a group of publicly traded companies that the Company considers a peer group. The expected life is estimated using the simplified method for “plain vanilla” options. The risk-free interest rate is based on U.S. Treasury rates with a remaining term that approximates the expected life assumed at the date of grant. No dividend yield is assumed as the Company does not pay, and does not expect to pay, dividends on its common stock. The Company estimates forfeitures based on historical experience with pre-vested forfeitures. To the extent actual forfeitures differ from the estimate, the difference is recorded to compensation expense in the period of the forfeiture. The Company recognizes stock-based expense for shares of its common stock issued pursuant to its 2018 Employee Stock Purchase Plan (“ESPP”) on a straight-line basis over the related offering period. The Company estimates the fair value of shares to be issued under the ESPP based on a combination of options valued |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing the diluted net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options, unvested restricted common shares, unissued employee stock purchase plan shares, and warrants are considered potential dilutive common shares. The Company reported a net loss for the years ended December 31, 2020 and 2019. |
Income Tax | Income Tax The Company accounts for 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 consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an emerging growth company (“EGC”) to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements were made applicable to private companies. Since the Company was an EGC prior to December 31, 2020, the Company had elected to use the adoption dates applicable to private companies. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Since the Company no longer qualifies as an EGC as of December 31, 2020, it will adopt future accounting pronouncements at dates applicable to public companies. Leases (Topic 842): In February 2016, the FASB issued ASC 842, which was amended by subsequent ASUs, to enhance the comparability and usefulness of financial reporting around leasing activity. The new standard supersedes the existing authoritative literature for lease accounting under ASC 840, with a focus on applying a “right-of-use model.” The guidance for leases under ASC 842 results in a right-of-use asset and lease liability being reported on the balance sheet for leases with an original lease term greater than twelve months. The new standard clarifies the definition of a lease and requires a dual approach to lease classification similar to current lease classifications. ASC 842 was effective for public companies for annual periods beginning after December 31, 2018, and for private companies or EGCs following private company adoption dates for annual periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022 Leases (Topic 842): Targeted Improvements Under the alternative modified retrospective transition approach, the reported results for 2020 reflect the application of ASC 842 guidance, whereas comparative periods and their respective disclosures prior to the adoption of ASC 842 are presented using the legacy guidance of ASC 840. As a result of adopting the new standard, the Company recognized right-of-use assets of $6.4 million and lease liabilities of $6.7 million as of January 1, 2020. The difference between the amount of right-of-use assets and lease liabilities recognized includes adjustments to prepaid rent and deferred rent. There was no change to net deferred tax balances as a result of the Company’s adoption of ASC 842. The adoption of ASC 842 did not impact the Company’s results of operations or cash flows. Credit Losses (Topic 326): In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used and establishes additional disclosures related to credit risks. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivative and Hedging (Topic 815) and Leases (Topic 842), which defers the effective date for ASU 2016-13 to interim and annual periods beginning after December 15, 2022 for private companies, EGCs following private company adoption dates, or public entities meeting the definition of smaller reporting companies as of the date of issuance of this update. Since the Company met the definition of an EGC following private company adoption dates at the time of issuance of this standard, the Company is not required to adopt ASU 2016-13 until January 1, 2023. The Company has not yet determined the effects, if any, that the adoption of ASU 2016-13 may have on its financial position, results of operations, cash flows, or disclosures . |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Components of Cash, Cash Equivalents and Restricted Cash | The following table presents the components of total cash, cash equivalents, and restricted cash as set forth in the Company’s consolidated statements of cash flows: December 31, 2020 2019 Cash and cash equivalents $ 113,683 $ 71,655 Restricted cash 1,853 1,852 Total cash, cash equivalents, and restricted cash $ 115,536 $ 73,507 |
Lives Used in Computing Straight-Line Depreciation | The lives used in computing straight-line depreciation are as follows: Number of Years Equipment 3 - 7 Furniture 5 - 7 Manufacturing equipment 3 - 10 Software 3 Demonstration, placements and evaluation units 3 - 5 Leasehold improvements Lesser of life of lease or 10 years |
Summary of Roll-Forward Warranty Liability | A roll-forward of the Company’s warranty liability is as follows: Balance at December 31, 2018 $ 329 Provisions for warranty obligations 125 Settlements (229 ) Balance at December 31, 2019 225 Provisions for warranty obligations 636 Settlements (300 ) Balance at December 31, 2020 $ 561 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Summary of Preliminary Purchase Price Allocation | The following table summarizes the preliminary purchase price allocation that includes the fair values of the separately identifiable assets acquired and liabilities assumed as of November 13, 2020: Cash $ 466 Accounts receivable 411 Inventory 492 Prepaids and other assets 3 Property and equipment 1 Goodwill 592 Intangible assets 455 Total assets acquired 2,420 Accounts payable and accrued expenses (241 ) Contract liabilities (75 ) Deferred taxes (78 ) Total liabilities assumed (394 ) Total purchase price $ 2,026 |
Summary of Business Acquisition Pro Forma Information | The following unaudited pro forma information for the years ended December 31, 2020 and 2019 presents consolidated information as if the HGE and Solus acquisitions occurred on January 1, 2019, which is the first day of the Company’s fiscal year 2019: Year Ended December 31, Year Ended December 31, 2020 2019 Net revenue $ 127,373 $ 49,116 Net loss $ (54,413 ) $ (53,163 ) Net loss per share, basic $ (2.28 ) $ (2.86 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants | |
Schedule of Assumptions Used in Black-Scholes Options Pricing Model at the Date of Grant | The assumptions used in the Black-Scholes pricing model were as follows at the date of grant: Expected dividend yield 0.0 % Risk free interest rate 2.4 % Expected stock price volatility 60.9 % Expected term (years) 10.0 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consists of the following: December 31, 2020 2019 United States $ 18,893 $ 5,574 International 4,967 2,908 Total accounts receivable 23,860 8,482 Less: Allowance for doubtful accounts (372 ) (239 ) Accounts receivable, net of allowance for doubtful accounts $ 23,488 $ 8,243 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31, 2020 2019 Component parts $ 10,367 $ 4,948 Finished goods 9,506 4,189 $ 19,873 $ 9,137 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Components of Property and Equipment | Property and equipment are carried at cost less accumulated depreciation and amortization. A summary of the components of property and equipment is as follows: December 31, 2020 2019 Equipment $ 1,266 $ 1,050 Furniture 1,320 989 Manufacturing equipment 10,658 9,394 Software 845 718 Demonstration, placements and evaluation units 16,116 10,215 Leasehold improvements 2,482 2,085 Construction in process 2,386 612 Total property and equipment 35,073 25,063 Less: Accumulated depreciation and amortization (14,500 ) (9,977 ) Total property and equipment, net $ 20,573 $ 15,086 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill and Intangible Assets | The changes in the carrying amount of goodwill and intangible assets during 2019 and 2020 are as follows: Goodwill Intangible Assets Balance at December 31, 2018 $ - $ - Acquired during the period 592 455 Amortization - (95 ) Foreign currency exchange rate changes (4 ) (7 ) Balance at December 31, 2019 $ 588 $ 353 Acquired during the period 15,620 5,520 Amortization - (183 ) Foreign currency exchange rate changes 18 4 Balance at December 31, 2020 $ 16,226 $ 5,694 |
Summary of Acquired Intangible Assets | The following table presents a summary of acquired intangible assets: As of December 31, 2020 Weighted Average Amortization Period in Years Gross Carrying Amount Accumulated Amortization Customer relationships 10.00 $ 2,650 $ (33 ) Developed technology 10.00 2,490 (31 ) Customer agreements 3.83 452 (209 ) Trade name / marks 10.00 380 (5 ) Total intangible assets 9.53 $ 5,972 $ (278 ) |
Schedule of Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for intangible assets for future years is as follows: Estimated Amortization Expense: 2021 674 2022 674 2023 552 2024 552 2025 552 Thereafter 2,690 Total $ 5,694 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: December 31, 2020 2019 Accrued commissions $ 11,689 $ 1,100 Accrued bonuses 6,584 3,071 Contingent consideration, current portion 5,322 - Deferred revenue 2,518 344 Accrued taxes 1,717 984 Accrued employee-related costs 1,579 381 Operating lease liabilities, current portion 1,572 - Accrued inventory 1,423 210 Accrued professional fees 1,156 1,085 Accrued vacation liability 793 490 Product warranty reserve 561 225 Accrued freight 283 75 Accrued rent and restoration costs 252 208 Refundable purchase price of unvested stock 161 212 Other 941 802 Total accrued expenses and other liabilities $ 36,551 $ 9,187 |
Schedule of Other Long-term Liabilities | Other long-term liabilities consist of the following: December 31, 2020 2019 Contingent consideration $ 7,865 $ - Operating lease liabilities 6,779 - Deferred payroll taxes 572 - Other 13 174 $ 15,229 $ 174 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Annual Principal Maturities of Term Facility | The annual principal maturities of the Company’s Term Facility as of December 31, 2020 are as follows: 2021 $ - 2022 - 2023 3,200 2024 19,200 2025 17,600 Less: Unamortized deferred financing costs (347 ) Long-term loans payable $ 39,653 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Cost and Information Related to Operating Right of Use Assets and Operating Lease Liabilities | The following table presents operating lease cost and information related to operating right-of-use assets and operating lease liabilities for the year ended December 31, 2020: Lease cost: Operating lease cost $ 1,717 Variable lease cost 379 Total 2,096 Operating cash flow impacts: Cash paid for amounts included in measurement of lease liabilities $ 1,731 Operating right of use assets obtained in exchange for new operating lease liabilities $ 2,965 Weighted average remaining lease term - operating leases 4.2 years Weighted average discount rate - operating leases 8.0 % |
Summary of Future Maturities of Lease Liabilities under Noncancelable Operating Leases | As of December 31, 2020, future maturities of lease liabilities under the Company’s noncancelable operating leases are as follows: Total Due Years Ended December 31, 2020 $ 2,357 2021 2,342 2022 2,380 2023 2,417 2024 331 Total payments 9,827 Less interest 1,476 Total present value of lease payments $ 8,351 |
Summary of Future Minimum Lease Payments under Noncancelable Operating Leases | As of December 31, 2019, future minimum lease payments under the Company’s noncancelable operating leases under ASC 840 were are follows: Total Due Years Ended December 31, 2020 $ 1,621 2021 1,645 2022 1,630 2023 1,652 2024 1,679 Thereafter 140 Total $ 8,367 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Warrants Activity | The table below sets forth the Company’s warrant activity for the year ended December 31, 2020: Common Stock Warrants Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2019 182,076 $ 14.84 Warrants granted - - Warrants exercised (148,128 ) 15.04 Outstanding at December 31, 2020 33,948 $ 14.00 |
Disaggregated Revenue (Tables)
Disaggregated Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Net Revenue Disaggregated into Categories | The following table shows the Company’s net revenue disaggregated into categories the Company considers meaningful: For the Year Ended December 31, 2020 US International Total Net revenue by: Product Revenue Capital Equipment $ 45,464 $ 12,719 $ 58,183 Disposable 44,548 12,163 56,711 Subtotal Product Revenue 90,012 24,882 114,894 Lease Revenue Capital Equipment 5,698 72 $ 5,770 Other 1,659 352 $ 2,011 Service and Other Revenue 1,792 1,266 3,058 Net Revenue $ 99,161 $ 26,572 $ 125,733 For the Year Ended December 31, 2019 US International Total Net revenue by: Product Revenue Capital Equipment $ 6,144 $ 3,180 $ 9,324 Disposable 27,753 7,302 35,055 Subtotal Product Revenue 33,897 10,482 44,379 Lease Revenue 1,721 - 1,721 Service and Other Revenue 965 1,039 2,004 Net Revenue $ 36,583 $ 11,521 $ 48,104 |
Schedule of Changes in Contract Liabilities | The following table presents changes in contract liabilities during 2020 Contract Liabilities Deferred Revenue Balance at December 31, 2019 $ 137 $ 344 Additions 459 3,137 Subtractions (137 ) (963 ) Balance at December 31, 2020 $ 459 $ 2,518 |
Stock Plans and Stock-Based C_2
Stock Plans and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Allocated Stock Based Compensation Expense | Stock-based compensation expense was allocated based on the employees’ and non-employees’ functions as follows: Year Ended December 31, 2020 2019 Cost of revenue $ 351 $ 187 Research and development 1,807 405 Sales and marketing 1,151 782 General and administrative 3,121 2,462 Total $ 6,430 $ 3,836 |
Summary of Stock Option Activity | Stock option activity for the year ended December 31, 2020 is as follows: Weighted Number of Weighted Average Underlying Average Remaining Aggregate Common Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 31, 2019 1,030,148 $ 8.91 8.18 $ 5,544 Options granted 991,718 13.49 Options exercised (223,998 ) 2.65 Options canceled (31,531 ) 15.84 Outstanding at December 31, 2020 1,766,337 $ 12.15 8.32 $ 26,294 Exercisable at December 31, 2020 488,878 $ 9.07 6.97 $ 8,725 Vested and unvested expected to vest at December 31, 2020 1,766,337 $ 12.15 8.32 $ 26,294 |
Schedule of Weighted Average Assumptions Used in Black-Scholes Options Pricing Model | The weighted average assumptions used in the Black-Scholes options pricing model are as follows: Year Ended December 31, 2020 2019 Expected dividend yield 0.0 % 0.0 % Risk free interest rate 1.6 % 1.9 % Expected stock price volatility 87.6 % 64.5 % Expected term (years) 6.1 6.2 |
Schedule of Fair Value of ESPP Used in Black-Scholes Options Pricing Model | The fair value of the purchase right for the ESPP option is estimated on the date of grant using the Black-Scholes pricing model with the following assumptions during 2020: Expected dividend yield 0.0% Risk free interest rate 0.1% - 1.6% Expected stock price volatility 93.0% - 131.0% Expected term (years) 0.4 - 0.5 |
Restricted Stock Units | |
Summary of Restricted Stock Units and Restricted Stock Awards | A summary of restricted stock unit activity for the year ended December 31, 2020 is as follows: Weighted Average Grant Date Shares Fair Value Unvested at December 31, 2019 - $ - Granted 238,757 25.71 Vested (107 ) 23.93 Canceled (10,161 ) 28.21 Unvested at December 31, 2020 228,489 $ 25.60 |
Restricted Stock Awards | |
Summary of Restricted Stock Units and Restricted Stock Awards | A summary of restricted stock award activity for the year ended December 31, 2020 is as follows: Weighted Average Grant Date Shares Fair Value Unvested at December 31, 2019 229,913 $ 1.68 Granted/purchased - - Vested (126,263 ) 1.68 Canceled - - Unvested at December 31, 2020 103,650 $ 1.68 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Loss Before Income Taxes | Net loss before income taxes is as follows: Year Ended December 31, 2020 2019 United States $ (51,591 ) $ (50,343 ) United Kingdom 89 (862 ) $ (51,502 ) $ (51,205 ) |
Schedule of Reconciliation of Income Tax Expense | A reconciliation of income tax expense is computed as the statutory federal income tax rate to income taxes as reflected in the financial statement as follows: Year Ended December 31, 2020 2019 Federal income tax benefit at statutory rate (21.0 %) (21.0 %) Permanent differences (5.9 %) (6.7 )% Change in valuation allowance 26.8 % 26.9 % Other 0.1 % 0.5 % Income tax expense 0.0 % (0.3 %) |
Significant Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets and liabilities are as follows: December 31, 2020 2019 Deferred Tax Assets Net operating loss carryforwards $ 59,779 $ 51,303 Deduction of research and development costs 8,356 5,985 Tax credit carryforwards 5,109 4,109 Accrued expenses 2,997 1,976 Operating lease liabilities 2,300 - Stock option expense attributed to non-ISO stock 1,641 1,098 Accrued bonus and vacation 1,693 703 Inventory valuation reserves 136 280 Deferred revenue - 230 Accounts receivable allowance 100 63 Accrued warranty 151 61 Other temporary differences 561 492 Gross deferred tax assets 82,823 66,300 Less: Valuation allowance (79,236 ) (65,515 ) Deferred tax assets after valuation allowance 3,587 785 Deferred Tax Liabilities Depreciation (1,220 ) (593 ) Intangible assets (28 ) (68 ) Operating lease right of use assets (2,300 ) - Deferred revenue (45 ) - Other temporary differences - (58 ) Gross deferred tax liabilities (3,593 ) (719 ) Net Deferred Tax Assets (Liabilities) $ (6 ) $ 66 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Diluted Net Loss Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2020 2019 Options to purchase common stock 1,766,337 1,030,148 Unvested restricted stock units and awards 332,139 229,913 Employee stock purchase plan shares 43,595 - Warrants to purchase common stock 33,948 182,076 2,176,019 1,442,137 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule Of Selected Quarterly Financial Data | The following table sets forth our unaudited quarterly operating results for each of the Company’s quarters in the years ended December 31, 2020 and 2019. In the opinion of management, the quarterly financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data. 2020 Quarters 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue $ 19,115 $ 35,152 $ 30,559 $ 40,907 $ 125,733 Cost of revenue 9,898 17,544 15,049 20,196 62,687 Gross profit 9,217 17,608 15,510 20,711 63,046 Operating expenses: Research and development 3,362 3,895 4,745 4,954 16,956 Sales and marketing 13,317 14,858 15,932 20,958 65,065 General and administrative 5,251 5,627 6,047 7,114 24,039 Total operating expenses 21,930 24,380 26,724 33,026 106,060 Loss from operations (12,713 ) (6,772 ) (11,214 ) (12,315 ) (43,014 ) Other expense, net (1,131 ) (1,260 ) (1,228 ) (4,869 ) (8,488 ) Net loss $ (13,844 ) $ (8,032 ) $ (12,442 ) $ (17,184 ) $ (51,502 ) 2019 Quarters 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue $ 12,299 $ 11,986 $ 10,809 $ 13,010 $ 48,104 Cost of revenue 7,120 6,527 5,999 7,147 26,793 Gross profit 5,179 5,459 4,810 5,863 21,311 Operating expenses: Research and development 3,273 3,167 3,280 3,656 13,376 Sales and marketing 9,161 9,432 9,193 9,903 37,689 General and administrative 4,879 4,532 3,978 5,021 18,410 Total operating expenses 17,313 17,131 16,451 18,580 69,475 Loss from operations (12,134 ) (11,672 ) (11,641 ) (12,717 ) (48,164 ) Other expenses, net (830 ) (1,208 ) (1,124 ) 121 (3,041 ) Net loss before income taxes (12,964 ) (12,880 ) (12,765 ) (12,596 ) (51,205 ) Benefit for income taxes - - - (146 ) (146 ) Net loss $ (12,964 ) $ (12,880 ) $ (12,765 ) $ (12,450 ) $ (51,059 ) * During the fourth quarter of 2020, the Company recorded a $4.2 million loss on extinguishment of debt which is included in other expense, net. |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 20, 2019USD ($) | May 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($)shares | Aug. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Systemshares | Dec. 31, 2019USD ($)shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Entity founded year | 1993 | |||||
Entity reincorporated year | 2013 | |||||
Number of versions of precision flow systems | System | 4 | |||||
Net proceeds from issuance of common stock | $ 94,155 | $ 48,669 | ||||
ATM Agreement | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares issued | shares | 511,648 | |||||
Gross proceeds from issuance of common stock | $ 10,200 | |||||
Net proceeds from issuance of common stock | $ 9,800 | |||||
ATM Agreement | Jefferies LLC | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Gross proceeds from issuance of common stock | $ 50,000 | |||||
Common Stock | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares issued | shares | 3,852,500 | 3,570,750 | 3,852,500 | 3,570,750 | ||
Exercise of underwriters option to purchase shares | shares | 502,500 | 465,750 | ||||
Public offering price of common stock | $ / shares | $ 26 | $ 14.50 | ||||
Proceeds from initial offering net of underwriting discounts and offering costs | $ 93,800 | $ 48,300 | ||||
Underwriting discount | 6,000 | 3,100 | ||||
Offering expenses | $ 300 | $ 400 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Jan. 01, 2020USD ($) | Dec. 31, 2018USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of reporting segment | Segment | 1 | |||
Number of reporting units | Segment | 3 | |||
Maturity period of highly liquid investments with original maturities | 90 days | |||
Cash, cash equivalents and restricted cash balance | $ 115,536,000 | $ 73,507,000 | $ 60,022,000 | |
Impairments of intangible assets | 0 | 0 | ||
Impairment of goodwill | $ 0 | 0 | ||
Standard product warranty period | 1 year | |||
Unamortized deferred financing costs, long-term | $ 300,000 | 800,000 | ||
Standard payment term to customer | 30 days | |||
Revenue, performance obligation, description of payment terms | When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying a practical expedient under ASC 606, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. | |||
Revenue, remaining performance obligation, amount | $ 0 | $ 0 | ||
Dividend yield assumed | 0.00% | 0.00% | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201811Member | |||
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected [Extensible List] | vapo:AccountingStandardsUpdate201811ModifiedRetrospectiveMember | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | false | |||
Operating lease right-of-use assets | $ 8,260,000 | $ 6,400,000 | ||
Lease liabilities | 8,351,000 | $ 6,700,000 | ||
Deferred costs | 0 | $ 0 | ||
Shipping and Handling | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Shipping and handling costs | 2,500,000 | 1,000,000 | ||
Prepaid Expenses and Other Current Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Unamortized deferred financing costs, current | 100,000 | 0 | ||
Current value of future lease payments | 2,700,000 | 900,000 | ||
Other Long-term Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Unamortized deferred financing costs, current | 0 | |||
Other Long-term Assets | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Unamortized deferred financing costs, current | 100,000 | |||
Leasehold Improvements | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment of long-lived assets | 0 | 0 | ||
Outside U.S. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Long-term assets | 200,000 | $ 100,000 | ||
Cash, cash equivalents and restricted cash balance | $ 400,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Components of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 113,683 | $ 71,655 | |
Restricted cash | 1,853 | 1,852 | |
Total cash, cash equivalents, and restricted cash | $ 115,536 | $ 73,507 | $ 60,022 |
Significant Accounting Polici_6
Significant Accounting Policies - Lives Used in Computing Straight-Line Depreciation (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 3 years |
Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 7 years |
Furniture | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 5 years |
Furniture | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 7 years |
Manufacturing Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 3 years |
Manufacturing Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 10 years |
Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 3 years |
Demonstration, Placements and Evaluation Units | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 3 years |
Demonstration, Placements and Evaluation Units | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment placed in service, Number of years | 10 years |
Property and equipment placed in service, Term | Lesser of life of lease or 10 years |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Roll-Forward Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Balance, beginning of period | $ 225 | $ 329 |
Provisions for warranty obligations | 636 | 125 |
Settlements | (300) | (229) |
Balance, end of period | $ 561 | $ 225 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Nov. 13, 2020 | Feb. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Purchase price, net of cash acquired | $ 8,372 | $ 1,560 | ||
Weighted average amortization period for intangible assets | 9 years 6 months 10 days | |||
HGE | ||||
Business Acquisition [Line Items] | ||||
Acquisition date | Nov. 13, 2020 | |||
Purchase price, net of cash acquired | $ 21,600 | |||
Initial cash payment | 8,400 | |||
Contingent consideration as compensation expense | $ 13,200 | |||
Amortization period for intangible assets | 10 years | |||
Revenues | $ 400 | |||
Net loss | 400 | |||
HGE | General and administrative | ||||
Business Acquisition [Line Items] | ||||
Transaction costs associated with acquisition | 200 | 200 | ||
Solus | ||||
Business Acquisition [Line Items] | ||||
Acquisition date | Feb. 28, 2019 | |||
Purchase price, net of cash acquired | $ 2,000 | |||
Initial cash payment | 1,600 | |||
Contingent consideration as compensation expense | $ 1,000 | $ 1,000 | ||
Settlement of receivable from preexisting relationship | $ 400 | |||
Weighted average amortization period for intangible assets | 3 years 9 months 29 days |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 13, 2020 | Dec. 31, 2019 | Feb. 28, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 16,226 | $ 588 | ||
HGE | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2 | |||
Accounts receivable | 518 | |||
Inventory | 3 | |||
Prepaids and other current assets | 238 | |||
Property and equipment | 225 | |||
Operating lease right-of-use assets | 2,329 | |||
Goodwill | 15,620 | |||
Intangible assets | 5,520 | |||
Other long-term assets | 45 | |||
Total assets acquired | 24,500 | |||
Accounts payable | (32) | |||
Accrued expenses and other liabilities | (651) | |||
Other long-term liabilities (operating lease liability) | (2,255) | |||
Total liabilities assumed | (2,938) | |||
Total purchase price | $ 21,562 | |||
Solus | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 466 | |||
Accounts receivable | 411 | |||
Inventory | 492 | |||
Prepaids and other current assets | 3 | |||
Property and equipment | 1 | |||
Goodwill | 592 | |||
Intangible assets | 455 | |||
Total assets acquired | 2,420 | |||
Accounts payable | (241) | |||
Contract liabilities | (75) | |||
Deferred taxes | (78) | |||
Total liabilities assumed | (394) | |||
Total purchase price | $ 2,026 |
Business Combinations - Summa_2
Business Combinations - Summary of Business Acquisition Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Net revenue | $ 127,373 | $ 49,116 |
Net loss | $ (54,413) | $ (53,163) |
Net loss per share, basic | $ (2.28) | $ (2.86) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Nov. 13, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 22, 2019 |
Amendment To Financing Arrangement | Common Stock Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Granted warrants to purchase shares | 19,790 | |||
HGE | ||||
Class Of Warrant Or Right [Line Items] | ||||
Contingent consideration as compensation expense | $ 13.2 | |||
Level 1 | Money Market Deposits | ||||
Class Of Warrant Or Right [Line Items] | ||||
Cash equivalents | $ 90.3 | $ 70.8 | ||
Level 3 | HGE | ||||
Class Of Warrant Or Right [Line Items] | ||||
Contingent consideration as compensation expense | $ 13.2 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assumptions Used in Black-Scholes Options Pricing Model at the Date of Grant (Details) | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | |
Expected term (years) | 10 years |
Expected Dividend Yield | |
Class Of Warrant Or Right [Line Items] | |
Key inputs used in valuation | 0 |
Risk Free Interest Rate | |
Class Of Warrant Or Right [Line Items] | |
Key inputs used in valuation | 0.024 |
Expected Stock Price Volatility | |
Class Of Warrant Or Right [Line Items] | |
Key inputs used in valuation | 0.609 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Notes And Loans Receivable [Line Items] | ||
Total accounts receivable | $ 23,860 | $ 8,482 |
Less: Allowance for doubtful accounts | (372) | (239) |
Accounts receivable, net of allowance for doubtful accounts | 23,488 | 8,243 |
United States | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Total accounts receivable | 18,893 | 5,574 |
International | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Total accounts receivable | $ 4,967 | $ 2,908 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - Customer Concentration Risk - Customer | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Number of customer accounted more than 10% | 0 | 0 |
Percentage of concentration risk | 10.00% | 10.00% |
Accounts Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Number of customer accounted more than 10% | 0 | 0 |
Percentage of concentration risk | 10.00% | 10.00% |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Component parts | $ 10,367 | $ 4,948 |
Finished goods | 9,506 | 4,189 |
Total inventory | $ 19,873 | $ 9,137 |
Property and Equipment - Summar
Property and Equipment - Summary of Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 35,073 | $ 25,063 |
Less: Accumulated depreciation and amortization | (14,500) | (9,977) |
Total property and equipment, net | 20,573 | 15,086 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,266 | 1,050 |
Furniture | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,320 | 989 |
Manufacturing Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 10,658 | 9,394 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 845 | 718 |
Demonstration, Placements and Evaluation Units | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 16,116 | 10,215 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,482 | 2,085 |
Construction in Process | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 2,386 | $ 612 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation of property and equipment | $ 4.6 | $ 3 |
Depreciation expense included in cost of revenue | $ 3.2 | $ 1.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | ||
Beginning Balance | $ 588 | |
Acquired during the period | 15,620 | $ 592 |
Foreign currency exchange rate changes | 18 | (4) |
Ending Balance | 16,226 | 588 |
Intangible Assets | ||
Beginning Balance | 353 | |
Acquired during the period | 5,520 | 455 |
Amortization | (183) | (95) |
Foreign currency exchange rate changes | 4 | (7) |
Ending Balance | $ 5,694 | $ 353 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Acquired Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 9 years 6 months 10 days |
Gross Carrying Amount | $ 5,972 |
Accumulated Amortization | $ (278) |
Customer Relationship | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 10 years |
Gross Carrying Amount | $ 2,650 |
Accumulated Amortization | $ (33) |
Developed Technology | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 10 years |
Gross Carrying Amount | $ 2,490 |
Accumulated Amortization | $ (31) |
Customer Agreements | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 3 years 9 months 29 days |
Gross Carrying Amount | $ 452 |
Accumulated Amortization | $ (209) |
Trade Name / Marks | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 10 years |
Gross Carrying Amount | $ 380 |
Accumulated Amortization | $ (5) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible assets | $ 183,000 | $ 95,000 |
Sales and marketing | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible assets | 100,000 | 100,000 |
General and administrative | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible assets | $ 0 | |
General and administrative | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible assets | $ 100,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Estimated Amortization Expense: | ||
2021 | $ 674 | |
2022 | 674 | |
2023 | 552 | |
2024 | 552 | |
2025 | 552 | |
Thereafter | 2,690 | |
Total | $ 5,694 | $ 353 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities and Other Long-Term Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued commissions | $ 11,689 | $ 1,100 |
Accrued bonuses | 6,584 | 3,071 |
Contingent consideration, current portion | 5,322 | |
Deferred revenue | 2,518 | 344 |
Accrued taxes | 1,717 | 984 |
Accrued employee-related costs | 1,579 | 381 |
Operating lease liabilities, current portion | $ 1,572 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | vapo:AccruedExpensesAndOtherLiabilitiesCurrentMember | |
Accrued inventory | $ 1,423 | 210 |
Accrued professional fees | 1,156 | 1,085 |
Accrued vacation liability | 793 | 490 |
Product warranty reserve | 561 | 225 |
Accrued freight | 283 | 75 |
Accrued rent and restoration costs | 252 | 208 |
Refundable purchase price of unvested stock | 161 | 212 |
Other | 941 | 802 |
Total accrued expenses and other liabilities | $ 36,551 | $ 9,187 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities and Other Long-Term Liabilities - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Contingent consideration | $ 7,865 | |
Operating lease liabilities | $ 6,779 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherNoncurrentLiabilitiesMember | |
Deferred payroll taxes | $ 572 | |
Other | 13 | $ 174 |
Other long-term liabilities | $ 15,229 | $ 174 |
Debt - Additional Information (
Debt - Additional Information (Details) | Oct. 21, 2020USD ($) | Mar. 22, 2019USD ($)$ / sharesshares | Sep. 27, 2018USD ($)$ / sharesshares | Jul. 20, 2018USD ($)$ / sharesshares | Apr. 06, 2018USD ($)Tranche$ / sharesshares | Nov. 16, 2016USD ($) | Sep. 30, 2020 | Apr. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 01, 2020$ / shares | Aug. 07, 2020$ / shares | Jul. 10, 2020$ / shares | Jun. 10, 2020$ / shares |
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from term loan | $ 40,000,000 | $ 10,500,000 | |||||||||||||
Loss on extinguishment of debt | $ (4,200,000) | $ (4,163,000) | |||||||||||||
Common Stock Warrants | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants exercise price | $ / shares | $ 14 | $ 14 | $ 14 | $ 15.92 | |||||||||||
Western Alliance Bank | Revolving Credit Line | Revolver Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit made available under agreement | $ 7,000,000 | $ 7,500,000 | |||||||||||||
Percentage of eligible receivables used as base to calculate line of credit availability | 80.00% | ||||||||||||||
Line of credit, maturity date | Sep. 30, 2018 | Apr. 6, 2023 | Sep. 30, 2020 | ||||||||||||
Western Alliance Bank | Revolving Credit Line | Amended Revolver Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Outstanding balance under line of credit | 3,500,000 | ||||||||||||||
Canadian Imperial Bank of Commerce Innovation Banking | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loan agreement, payment terms | The Loan and Security Agreement provides for interest-only payments on the Term Facility for the first 36 months following the Closing Date. Thereafter, amortization payments on the Term Facility will be payable monthly in 24 equal installments. | ||||||||||||||
Line of credit facility, description | The Term Facility may not be prepaid prior to the first anniversary of the Closing Date without prepaying all of the interest that otherwise would have been payable on the Term Facility during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date plus a prepayment charge of 2.0%. Thereafter, the Term Facility may be prepaid in full, subject to a prepayment charge of (i) 2.0%, if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (ii) 1.0%, if such prepayment occurs after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date. | ||||||||||||||
Percentage of prepayment charge after first anniversary of closing date | 2.00% | ||||||||||||||
Percentage of prepayment charge after second anniversary of closing date | 1.00% | ||||||||||||||
Percentage of revenue covenant | 80.00% | ||||||||||||||
Debt instrument, covenant description | The events of default under the Loan and Security Agreement include, without limitation, and subject to customary grace periods, (1) the Company’s failure to make any payments of principal or interest under the Loan and Security Agreement or other loan documents, (2) the Company’s breach or default in the performance of any covenant under the Loan and Security Agreement, (3) the occurrence of a material adverse effect or an event that is reasonably likely to result in a material adverse effect, (4) the existence of an attachment or levy on a material portion of funds of the Company or its subsidiaries, (5) the Company’s insolvency or bankruptcy, or (6) the occurrence of certain material defaults with respect to any other indebtedness of the Company in excess of $500,000. If an event of default occurs, CIBC is entitled to take enforcement action, including acceleration of amounts due under the Loan and Security Agreement. | ||||||||||||||
Minimum amount of other indebtedness | $ 500,000 | ||||||||||||||
Canadian Imperial Bank of Commerce Innovation Banking | Revolving Credit Line | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Outstanding balance under line of credit | $ 12,000,000 | $ 4,900,000 | $ 4,900,000 | ||||||||||||
Debt instrument, maturity date | Oct. 21, 2022 | ||||||||||||||
Debt instrument floor rate | 3.25% | ||||||||||||||
Line of credit, interest rate | 4.25% | 4.25% | |||||||||||||
Line of credit, remaining availability under agreement | $ 7,100,000 | $ 7,100,000 | |||||||||||||
Canadian Imperial Bank of Commerce Innovation Banking | Revolving Credit Line | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument rate | 1.00% | ||||||||||||||
Canadian Imperial Bank of Commerce Innovation Banking | Term Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Outstanding balance under line of credit | $ 40,000,000 | $ 40,000,000 | $ 40,000,000 | ||||||||||||
Debt instrument, maturity date | Oct. 21, 2025 | ||||||||||||||
Debt instrument floor rate | 3.25% | ||||||||||||||
Line of credit, interest rate | 5.75% | 5.75% | |||||||||||||
Line of credit, remaining availability under agreement | $ 0 | $ 0 | |||||||||||||
Canadian Imperial Bank of Commerce Innovation Banking | Term Facility | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument rate | 2.50% | ||||||||||||||
Perceptive Credit Holdings II, LP | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Prepayment penalty and exit fees | $ 3,700,000 | ||||||||||||||
Loss on extinguishment of debt | 4,200,000 | ||||||||||||||
Perceptive Credit Holdings II, LP | Cash | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount to pay off all obligations owing and termination of agreements | 6,300,000 | ||||||||||||||
Perceptive Credit Holdings II, LP | Credit Agreement and Guaranty | Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan, face amount | $ 42,500,000 | ||||||||||||||
Number of tranches available under agreement | Tranche | 3 | ||||||||||||||
Proceeds from term loan | $ 10,500,000 | ||||||||||||||
Granted warrants to purchase shares | shares | 19,790 | 37,693 | |||||||||||||
Warrants exercise price | $ / shares | $ 15.92 | $ 15.92 | |||||||||||||
Warrants expiration, month and year | 2029-03 | 2028-04 | |||||||||||||
Perceptive Credit Holdings II, LP | Credit Agreement and Guaranty | Term Loan | Common Stock Warrants | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Estimated fair value of warrants at the time of issuance | $ 300,000 | ||||||||||||||
Perceptive Credit Holdings II, LP | Credit Agreement and Guaranty | Term Loan | First Tranche | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from term loan | $ 20,000,000 | ||||||||||||||
Perceptive Credit Holdings II, LP | Credit Agreement and Guaranty | Term Loan | Second Tranche | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from term loan | $ 10,000,000 | ||||||||||||||
Granted warrants to purchase shares | shares | 18,846 | ||||||||||||||
Warrants exercise price | $ / shares | $ 15.92 | ||||||||||||||
Warrants expiration, month and year | 2028-07 | ||||||||||||||
Perceptive Credit Holdings II, LP | First Amendment to Credit Agreement and Guaranty | Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan available to be drawn | $ 12,500,000 | ||||||||||||||
Minimum revenue requirement to draw final tranche | 43,200,000 | ||||||||||||||
Perceptive Credit Holdings II, LP | First Amendment to Credit Agreement and Guaranty | Term Loan | Third and Final Tranche | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from term loan | $ 2,000,000 | ||||||||||||||
Granted warrants to purchase shares | shares | 3,769 | ||||||||||||||
Warrants exercise price | $ / shares | $ 15.92 | ||||||||||||||
Warrants expiration, month and year | 2028-09 | ||||||||||||||
Perceptive Credit Holdings II, LP | Amended Credit Agreement and Guaranty | Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument rate | 1.75% | ||||||||||||||
Term loan, face amount | $ 42,600,000 | ||||||||||||||
Term loan, interest rate | 9.06% | 10.81% | |||||||||||||
Debt instrument, description | one-month LIBOR | ||||||||||||||
Term loan, remaining availability under agreement | $ 0 | ||||||||||||||
Line of credit facility percentage of amount borrowed | 0.50% | ||||||||||||||
Perceptive Credit Holdings II, LP | Revolving Credit Line | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount to pay off all obligations owing and termination of agreements | 4,900,000 | ||||||||||||||
Perceptive Credit Holdings II, LP | Term Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount to pay off all obligations owing and termination of agreements | $ 40,000,000 |
Debt - Schedule of Annual Princ
Debt - Schedule of Annual Principal Maturities of Term Facility (Details) - Loans Payable $ in Thousands | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 0 |
2022 | 0 |
2023 | 3,200 |
2024 | 19,200 |
2025 | 17,600 |
Less: Unamortized deferred financing costs | (347) |
Long-term loans payable | $ 39,653 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Dec. 16, 2019USD ($) | Nov. 30, 2020ft²Renewal | Oct. 31, 2019m² | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)ft²Renewal | Dec. 31, 2019USD ($) |
Loss Contingencies [Line Items] | ||||||
Rent expense | $ 2,000 | |||||
Deferred rent | $ 200 | 200 | ||||
Agreement to pay settlement | $ 650 | |||||
Agreement settlement terms | The parties reached a settlement agreement on December 16, 2019 whereby the supplier agreed to pay the Company $0.65 million in a series of monthly payments through December 2021, and both the Company and the supplier agreed to release each from any other outstanding claims, which included $0.5 million of accounts payable the Company had previously recorded. | |||||
Gain on litigation settlement | $ 1,200 | $ 15 | $ 1,151 | |||
Accounts Payable | ||||||
Loss Contingencies [Line Items] | ||||||
Outstanding claims for settlement | $ 500 | |||||
100 Domain Drive, Exeter New Hampshire | ||||||
Loss Contingencies [Line Items] | ||||||
Area space under lease | ft² | 95,320 | |||||
Lease expiration | Jan. 28, 2025 | |||||
Lease renewal term | 5 years | |||||
Lease number of renewals | Renewal | 2 | |||||
2 Dryden Loan, Bilston Glen Industrial Estate, Loanhead in the United Kingdom | ||||||
Loss Contingencies [Line Items] | ||||||
Lease expiration | Feb. 15, 2022 | |||||
Lease renewal term | 5 years | |||||
Area of land | m² | 453 | |||||
1301 Virginia Drive, Fort Washington, Pennsylvania | Office Space | ||||||
Loss Contingencies [Line Items] | ||||||
Area space under lease | ft² | 22,524 | |||||
Lease expiration | Jul. 31, 2025 | |||||
Lease renewal term | 5 years | |||||
Lease number of renewals | Renewal | 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Operating Lease Cost and Information Related to Operating Right-of-Use Assets and Operating Lease Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lease cost: | |
Operating lease cost | $ 1,717 |
Variable lease cost | 379 |
Total | 2,096 |
Operating cash flow impacts: | |
Cash paid for amounts included in measurement of lease liabilities | 1,731 |
Operating right of use assets obtained in exchange for new operating lease liabilities | $ 2,965 |
Weighted average remaining lease term - operating leases | 4 years 2 months 12 days |
Weighted average discount rate - operating leases | 8.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Maturities of Lease Liabilities under Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
2020 | $ 2,357 | |
2021 | 2,342 | |
2022 | 2,380 | |
2023 | 2,417 | |
2024 | 331 | |
Total payments | 9,827 | |
Less interest | 1,476 | |
Lease liabilities | $ 8,351 | $ 6,700 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | vapo:AccruedExpensesAndOtherLiabilitiesMember |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Future Minimum Lease Payments under Noncancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 1,621 |
2021 | 1,645 |
2022 | 1,630 |
2023 | 1,652 |
2024 | 1,679 |
Thereafter | 140 |
Total | $ 8,367 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 25,722,984 | 20,851,531 |
Common stock, shares outstanding | 25,722,984 | 20,851,531 |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Common stock voting rights | Each share of common stock is entitled to one vote. | |
Number of vote each share of common stock entitled | Vote | 1 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Activity (Details) - Common Stock Warrants - $ / shares | Oct. 01, 2020 | Aug. 07, 2020 | Jul. 10, 2020 | Jun. 10, 2020 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | |||||
Number of shares, beginning balance | 182,076 | ||||
Number of shares, warrants exercised | (42,857) | (4,285) | (20,889) | (80,097) | (148,128) |
Number of shares, ending balance | 33,948 | ||||
Weighted average exercise price, ending balance | $ 14 | $ 14 | $ 14 | $ 15.92 | |
Weighted Average | |||||
Class Of Warrant Or Right [Line Items] | |||||
Weighted average exercise price, beginning balance | $ 14.84 | ||||
Weighted average exercise price, warrants exercised | 15.04 | ||||
Weighted average exercise price, ending balance | $ 14 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - Common Stock Warrants - $ / shares | Oct. 01, 2020 | Aug. 07, 2020 | Jul. 10, 2020 | Jun. 10, 2020 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | |||||
Warrants exercise price | $ 14 | $ 14 | $ 14 | $ 15.92 | |
Warrants to purchase of common stock shares, net exercised | 42,857 | 4,285 | 20,889 | 80,097 | 148,128 |
Number of warrants withhold upon warrants exercise | 20,689 | 2,064 | 6,902 | 39,031 | |
Issuance of common stock upon exercise of warrants, shares | 22,168 | 2,221 | 13,987 | 41,066 | |
Minimum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants expire date | 2022-03 | ||||
Maximum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants expire date | 2025-07 | ||||
Periods Ranging from March 14, 2022 to July 28, 2025 | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants exercise price | $ 14 |
Disaggregated Revenue - Net Rev
Disaggregated Revenue - Net Revenue Disaggregated into Categories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | $ 125,733 | $ 48,104 |
US | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 99,161 | 36,583 |
International | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 26,572 | 11,521 |
Product Revenue, Capital Equipment | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 58,183 | 9,324 |
Product Revenue, Capital Equipment | US | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 45,464 | 6,144 |
Product Revenue, Capital Equipment | International | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 12,719 | 3,180 |
Product Revenue, Disposable | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 56,711 | 35,055 |
Product Revenue, Disposable | US | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 44,548 | 27,753 |
Product Revenue, Disposable | International | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 12,163 | 7,302 |
Subtotal Product Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 114,894 | 44,379 |
Subtotal Product Revenue | US | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 90,012 | 33,897 |
Subtotal Product Revenue | International | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 24,882 | 10,482 |
Lease Revenue, Capital Equipment | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 5,770 | |
Lease Revenue, Capital Equipment | US | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 5,698 | |
Lease Revenue, Capital Equipment | International | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 72 | |
Lease Revenue, Other | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 2,011 | |
Lease Revenue, Other | US | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 1,659 | |
Lease Revenue, Other | International | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 352 | |
Service and Other Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 3,058 | 2,004 |
Service and Other Revenue | US | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 1,792 | 965 |
Service and Other Revenue | International | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | $ 1,266 | 1,039 |
Lease Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | 1,721 | |
Lease Revenue | US | ||
Disaggregation Of Revenue [Line Items] | ||
Net Revenue | $ 1,721 |
Disaggregated Revenue - Schedul
Disaggregated Revenue - Schedule of Changes in Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Contract Liabilities | |
Balance at December 31, 2019 | $ 137 |
Additions | 459 |
Subtractions | (137) |
Balance at December 31, 2020 | 459 |
Deferred Revenue | |
Balance at December 31, 2019 | 344 |
Additions | 3,137 |
Subtractions | (963) |
Balance at December 31, 2020 | $ 2,518 |
Stock Plans and Stock-Based C_3
Stock Plans and Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | May 31, 2020 | Aug. 31, 2019 | Oct. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved and available for future issuance maximum cumulative increase percentage on immediate preceding year end common stock issued and outstanding | 4.00% | |||||||
Weighted average grant date fair value of options granted | $ 9.90 | $ 9.20 | ||||||
Aggregate intrinsic value of options exercised | $ 6,800,000 | |||||||
Unrecognized stock-based compensation expense | $ 7,700,000 | |||||||
Unrecognized stock-based compensation expense recognized, remaining weighted average vesting period | 2 years 9 months 18 days | |||||||
Issuance of common stock upon exercise of options, shares | 223,998 | |||||||
Average forfeiture rates | 4.17% | 6.73% | ||||||
Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved and available for future issuance maximum cumulative increase percentage on immediate preceding year end common stock issued and outstanding | 1.00% | |||||||
Common stock reserved and available for issuance cumulatively increase description | The number of shares of common stock available for issuance under the ESPP is increased on the first day of each calendar year beginning January 1, 2019 and each year thereafter until 2028 by the lesser of (i) 1% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (ii) the number of shares of common stock determined by the Board of Directors up to such an initial maximum of 1,741,300 shares of common stock. The number of shares of common stock reserved under the plan at December 31, 2020 totals 490,297. | |||||||
Common stock reserved for issuance | 490,297 | 166,500 | ||||||
Initial maximum number of common stock determined by board of directors | 1,741,300 | |||||||
Cash proceeds from issuance of common stock | $ 824,000 | |||||||
Maximum percentage to purchase shares of eligible compensation a participant receives during each offering period | 10.00% | |||||||
Maximum amount of shares a participant can accrue at discounted rate of the fair market value. | $ 25,000 | |||||||
Maximum number of shares per participant | 5,000 | |||||||
Purchase price as a percentage of its market price on first trading day of each offering period | 85.00% | |||||||
Nonrecourse Notes | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance of common stock upon exercise of options, shares | 0 | 0 | 79,865 | |||||
Restricted Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | |||||||
Number of shares granted | 68,526 | |||||||
Award vesting percentage | 25.00% | |||||||
Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance of common stock upon exercise of options, shares | 223,998 | 150,176 | ||||||
Common stock shares issued | 58,140 | |||||||
Common stock price per share | $ 26 | $ 14.50 | ||||||
Common Stock | Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock price per share | $ 14.19 | |||||||
Common Stock | Board of Directors and Consultants | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock, granted | 19,387 | 17,644 | ||||||
2018 SI Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock remain available for issuance | 998,900 | |||||||
Common stock reserved and available for issuance cumulatively increase description | the number of shares of common stock available for issuance under the 2018 SI Plan is increased on the first day of each calendar year beginning January 1, 2019 and each year thereafter until 2028 by the lesser of (i) four percent of the number of outstanding shares of common stock as of the close of business on the immediately preceding December 31 or (ii) the number of shares determined by the Board of Directors on or prior to such date. | |||||||
Common stock reserved for issuance | 891,469 | |||||||
2018 SI Plan | Minimum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||||
2018 SI Plan | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||
Options exercisable, period | 10 years | |||||||
2015 SI Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock remain available for issuance | 769,419 |
Stock Plans and Stock-Based C_4
Stock Plans and Stock-Based Compensation - Summary of Allocated Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Allocated stock based compensation expense | $ 6,430 | $ 3,836 |
Cost of revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Allocated stock based compensation expense | 351 | 187 |
Research and development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Allocated stock based compensation expense | 1,807 | 405 |
Sales and marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Allocated stock based compensation expense | 1,151 | 782 |
General and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Allocated stock based compensation expense | $ 3,121 | $ 2,462 |
Stock Plans and Stock-Based C_5
Stock Plans and Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Underlying Common Shares, Outstanding, Beginning balance | 1,030,148 | |
Number of Underlying Common Shares, Options granted | 991,718 | |
Number of Underlying Common Shares, Options exercised | (223,998) | |
Number of Underlying Common Shares, Options canceled | (31,531) | |
Number of Underlying Common Shares, Outstanding, Ending balance | 1,766,337 | 1,030,148 |
Number of Underlying Common Shares, Exercisable | 488,878 | |
Number of Underlying Common Shares, Vested and unvested expected to vest | 1,766,337 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 8.91 | |
Weighted Average Exercise Price, Options granted | 13.49 | |
Weighted Average Exercise Price, Options exercised | 2.65 | |
Weighted Average Exercise Price, Options canceled | 15.84 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 12.15 | $ 8.91 |
Weighted Average Exercise Price, Exercisable | 9.07 | |
Weighted Average Exercise Price, Vested and unvested expected to vest | $ 12.15 | |
Weighted Average Remaining Contractual Term | 8 years 3 months 25 days | 8 years 2 months 4 days |
Weighted Average Remaining Contractual Term, Exercisable | 6 years 11 months 19 days | |
Weighted Average Remaining Contractual Term, Vested and unvested expected to vest | 8 years 3 months 25 days | |
Aggregate Intrinsic Value, Outstanding | $ 26,294 | $ 5,544 |
Aggregate Intrinsic Value, Exercisable | 8,725 | |
Aggregate Intrinsic Value, Vested and unvested expected to vest | $ 26,294 |
Stock Plans and Stock-Based C_6
Stock Plans and Stock-Based Compensation - Schedule of Weighted Average Assumptions Used in Black-Scholes Options Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Risk free interest rate | 1.60% | 1.90% |
Expected stock price volatility | 87.60% | 64.50% |
Expected term (years) | 6 years 1 month 6 days | 6 years 2 months 12 days |
Stock Plans and Stock-Based C_7
Stock Plans and Stock-Based Compensation - Summary of Restricted Stock Units and Restricted Stock Awards (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2020 | |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, Granted | 238,757 | |
Shares, Vested | (107) | |
Shares, Canceled | (10,161) | |
Shares, Unvested Ending balance | 228,489 | |
Weighted Average Grant Date Fair Value, Granted | $ 25.71 | |
Weighted Average Grant Date Fair Value, Vested | 23.93 | |
Weighted Average Grant Date Fair Value, Canceled | 28.21 | |
Weighted Average Grant Date Fair Value, Unvested Ending balance | $ 25.60 | |
Restricted Stock Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, Unvested, Beginning balance | 229,913 | |
Shares, Granted | 68,526 | |
Shares, Vested | (126,263) | |
Shares, Unvested Ending balance | 103,650 | |
Weighted Average Grant Date Fair Value, Unvested, Beginning balance | $ 1.68 | |
Weighted Average Grant Date Fair Value, Vested | 1.68 | |
Weighted Average Grant Date Fair Value, Unvested Ending balance | $ 1.68 |
Stock Plans and Stock-Based C_8
Stock Plans and Stock-Based Compensation - Schedule of Fair Value of ESPP Used in Black-Scholes Options Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years 1 month 6 days | 6 years 2 months 12 days |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | |
Risk free interest rate, minimum | 0.10% | |
Risk free interest rate, maximum | 1.60% | |
Expected stock price volatility, minimum | 93.00% | |
Expected stock price volatility, maximum | 131.00% | |
Employee Stock Purchase Plan | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 4 months 24 days | |
Employee Stock Purchase Plan | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 6 months |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
United States | $ (51,591) | $ (50,343) | ||||
United Kingdom | 89 | (862) | ||||
Net loss before income taxes | $ (12,596) | $ (12,765) | $ (12,880) | $ (12,964) | $ (51,502) | $ (51,205) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Income tax benefit, related to foreign net deferred income tax assets | $ 100,000 | ||
Current foreign income tax | 0 | ||
Income tax provision, United States | 0 | $ 0 | |
Provision or (benefit) for income taxes | $ (146,000) | $ 0 | $ (146,000) |
Deferred tax asset impact related to change in income tax rate | 21.00% | 21.00% | |
Valuation allowance | 65,515,000 | $ 79,236,000 | $ 65,515,000 |
Increase in valuation allowance | $ 13,700,000 | ||
Income tax examination, description | Years beginning in 2017 remain open to examination for both federal and state purposes. | ||
Liabilities associated with uncertain tax positions | $ 0 | $ 0 | 0 |
Uncertain tax positions, interest and penalties | 0 | $ 0 | |
Federal | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 254,000,000 | ||
Net operating loss carryforwards, expiration beginning year | 2021 | ||
Federal | Research and Development | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforward | $ 5,000,000 | ||
Tax credit carryforward, expiration beginning year | 2021 | ||
State | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 110,300,000 | ||
Net operating loss carryforwards, expiration beginning year | 2021 | ||
2 Dryden Loan, Bilston Glen Industrial Estate, Loanhead in the United Kingdom | |||
Income Tax Contingency [Line Items] | |||
Deferred tax asset impact related to change in income tax rate | 19.00% | 17.00% |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit at statutory rate | (21.00%) | (21.00%) |
Permanent differences | (5.90%) | (6.70%) |
Change in valuation allowance | 26.80% | 26.90% |
Other | 0.10% | 0.50% |
Income tax expense | (0.00%) | (0.30%) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets | ||
Net operating loss carryforwards | $ 59,779 | $ 51,303 |
Deduction of research and development costs | 8,356 | 5,985 |
Tax credit carryforwards | 5,109 | 4,109 |
Accrued expenses | 2,997 | 1,976 |
Operating lease liabilities | 2,300 | |
Stock option expense attributed to non-ISO stock | 1,641 | 1,098 |
Accrued bonus and vacation | 1,693 | 703 |
Inventory valuation reserves | 136 | 280 |
Deferred revenue | 230 | |
Accounts receivable allowance | 100 | 63 |
Accrued warranty | 151 | 61 |
Other temporary differences | 561 | 492 |
Gross deferred tax assets | 82,823 | 66,300 |
Less: Valuation allowance | (79,236) | (65,515) |
Deferred tax assets after valuation allowance | 3,587 | 785 |
Deferred Tax Liabilities | ||
Depreciation | (1,220) | (593) |
Intangible assets | (28) | (68) |
Operating lease right of use assets | (2,300) | |
Deferred revenue | (45) | |
Other temporary differences | (58) | |
Gross deferred tax liabilities | (3,593) | (719) |
Net Deferred Tax Assets (Liabilities) | $ 66 | |
Net Deferred Tax Assets (Liabilities) | $ (6) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Diluted Net Loss 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, Amount | 2,176,019 | 1,442,137 |
Employee Stock Purchase Plan Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 43,595 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,766,337 | 1,030,148 |
Unvested Restricted Stock Units and Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 332,139 | 229,913 |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,948 | 182,076 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Related Party Transaction [Line Items] | |
Percentage of common stock held by holder | 5.00% |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Maximum annual contributions per employee | 100.00% | |
Employer matching contribution percentage | 50.00% | |
Maximum employer contribution amount of employee compensation | 4.00% | |
Annual contributions per employee | $ 1,000 | |
Defined contribution plan | $ 300,000 | $ 100,000 |
For Employee with Annual Earnings Less Than $50,000 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Annual contributions per employee | 1,000 | |
For Employee with Annual Earnings Greater Than $50,000 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Annual contributions per employee | 500 | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employees annual earnings | 50,000 | |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employees annual earnings | $ 50,000 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Schedule Of Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Net revenue | $ 40,907,000 | $ 30,559,000 | $ 35,152,000 | $ 19,115,000 | $ 13,010,000 | $ 10,809,000 | $ 11,986,000 | $ 12,299,000 | $ 125,733,000 | $ 48,104,000 |
Cost of revenue | 20,196,000 | 15,049,000 | 17,544,000 | 9,898,000 | 7,147,000 | 5,999,000 | 6,527,000 | 7,120,000 | 62,687,000 | 26,793,000 |
Gross profit | 20,711,000 | 15,510,000 | 17,608,000 | 9,217,000 | 5,863,000 | 4,810,000 | 5,459,000 | 5,179,000 | 63,046,000 | 21,311,000 |
Operating expenses | ||||||||||
Research and development | 4,954,000 | 4,745,000 | 3,895,000 | 3,362,000 | 3,656,000 | 3,280,000 | 3,167,000 | 3,273,000 | 16,956,000 | 13,376,000 |
Sales and marketing | 20,958,000 | 15,932,000 | 14,858,000 | 13,317,000 | 9,903,000 | 9,193,000 | 9,432,000 | 9,161,000 | 65,065,000 | 37,689,000 |
General and administrative | 7,114,000 | 6,047,000 | 5,627,000 | 5,251,000 | 5,021,000 | 3,978,000 | 4,532,000 | 4,879,000 | 24,039,000 | 18,410,000 |
Total operating expenses | 33,026,000 | 26,724,000 | 24,380,000 | 21,930,000 | 18,580,000 | 16,451,000 | 17,131,000 | 17,313,000 | 106,060,000 | 69,475,000 |
Loss from operations | (12,315,000) | (11,214,000) | (6,772,000) | (12,713,000) | (12,717,000) | (11,641,000) | (11,672,000) | (12,134,000) | (43,014,000) | (48,164,000) |
Other expense, net | (4,869,000) | (1,228,000) | (1,260,000) | (1,131,000) | 121,000 | (1,124,000) | (1,208,000) | (830,000) | (8,488,000) | (3,041,000) |
Net loss before income taxes | (12,596,000) | (12,765,000) | (12,880,000) | (12,964,000) | (51,502,000) | (51,205,000) | ||||
Benefit for income taxes | (146,000) | 0 | (146,000) | |||||||
Net loss | $ (17,184,000) | $ (12,442,000) | $ (8,032,000) | $ (13,844,000) | $ (12,450,000) | $ (12,765,000) | $ (12,880,000) | $ (12,964,000) | $ (51,502,000) | $ (51,059,000) |
Selected Quarterly Financial _4
Selected Quarterly Financial Data (Unaudited) - Schedule Of Quarterly Financial Data (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | ||
Loss on extinguishment of debt | $ 4,200 | $ 4,163 |