Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | ALPHATEC HOLDINGS, INC. | |
Entity Central Index Key | 0001350653 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Trading Symbol | ATEC | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q2 | |
Entity Current Reporting Status | Yes | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 104,656,433 | |
Entity Shell Company | false | |
Entity File Number | 000-52024 | |
Entity Tax Identification Number | 20-2463898 | |
Entity Address, Address Line One | 1950 Camino Vida Roble | |
Entity Address, City or Town | Carlsbad | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92008 | |
City Area Code | 760 | |
Local Phone Number | 431-9286 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock, par value $.0001 per share | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 107,470 | $ 187,248 |
Accounts receivable, net of allowances of $561 and $2,307, respectively | 43,928 | 41,893 |
Inventories | 102,796 | 91,703 |
Prepaid expenses and other current assets | 11,045 | 10,313 |
Total current assets | 265,239 | 331,157 |
Property and equipment, net | 99,183 | 87,401 |
Right-of-use assets | 28,116 | 25,283 |
Goodwill | 39,170 | 39,689 |
Intangible assets, net | 78,611 | 85,274 |
Other assets | 1,616 | 3,249 |
Total assets | 511,935 | 572,053 |
Current liabilities: | ||
Accounts payable | 33,157 | 25,737 |
Accrued expenses and other current liabilities | 55,874 | 55,549 |
Contract liabilities | 13,850 | 15,255 |
Short-term debt | 14,266 | 342 |
Current portion of operating lease liabilities | 4,164 | 4,212 |
Total current liabilities | 121,311 | 101,095 |
Long-term debt | 313,397 | 326,489 |
Operating lease liabilities, less current portion | 27,335 | 24,383 |
Other long-term liabilities | 15,750 | 17,061 |
Commitments and contingencies (Note 10) | ||
Redeemable preferred stock, $0.0001 par value; 20,000 shares authorized at June 30, 2022 and December 31, 2021; 3,319 shares issued and outstanding at June 30, 2022 and December 31, 2021 | 23,603 | 23,603 |
Stockholders' equity: | ||
Common stock, $0.0001 par value; 200,000 authorized; 104,633 shares issued and 104,518 shares outstanding at June 30, 2022; and 99,627 shares issued and 99,537 shares outstanding at December 31, 2021 | 11 | 10 |
Treasury stock, 1,808 shares, at cost | (25,097) | (25,097) |
Additional paid-in capital | 910,577 | 892,828 |
Accumulated other comprehensive deficit | (12,463) | (5,994) |
Accumulated deficit | (862,489) | (782,325) |
Total stockholders’ equity | 10,539 | 79,422 |
Total liabilities and stockholders’ equity | 511,935 | 572,053 |
Series A Convertible Preferred Stock | ||
Stockholders' equity: | ||
Series A convertible preferred stock, $0.0001 par value; 15 shares authorized, and 0 shares issued and outstanding at June 30, 2022 and December 31, 2021 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, net of allowances | $ 561 | $ 2,307 |
Redeemable preferred stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Redeemable preferred stock, shares issued | 3,319,000 | 3,319,000 |
Redeemable preferred stock, shares outstanding | 3,319,000 | 3,319,000 |
Common stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 104,633,000 | 99,627,000 |
Common stock, shares outstanding | 104,518,000 | 99,537,000 |
Treasury stock, shares | 1,808,000 | 1,808,000 |
Series A Convertible Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 15 | 15 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||||
Revenue | $ 84,151 | $ 62,249 | $ 155,084 | $ 106,370 |
Cost of sales | 28,675 | 21,184 | 50,392 | 33,447 |
Gross profit | 55,476 | 41,065 | 104,692 | 72,923 |
Operating expenses: | ||||
Research and development | 10,596 | 7,839 | 20,318 | 13,640 |
Sales, general and administrative | 72,668 | 60,659 | 142,139 | 101,085 |
Litigation-related expenses | 5,495 | 1,167 | 13,027 | 4,502 |
Amortization of acquired intangible assets | 2,177 | 1,208 | 4,407 | 1,380 |
Transaction-related expenses | 4,771 | 120 | 5,783 | |
Restructuring expenses | 289 | 1,173 | 1,659 | 1,331 |
Total operating expenses | 91,225 | 76,817 | 181,670 | 127,721 |
Operating loss | (35,749) | (35,752) | (76,978) | (54,798) |
Interest and other expense, net: | ||||
Interest expense, net | (1,435) | (2,394) | (2,891) | (4,332) |
Other income (expense), net | 67 | (16) | 37 | (1,905) |
Total interest and other expense, net | (1,368) | (2,410) | (2,854) | (6,237) |
Net loss before taxes | (37,117) | (38,162) | (79,832) | (61,035) |
Income tax provision | 203 | 43 | 332 | 73 |
Net loss | $ (37,320) | $ (38,205) | $ (80,164) | $ (61,108) |
Net loss per share, basic | $ (0.36) | $ (0.39) | $ (0.79) | $ (0.66) |
Net loss per share, diluted | $ (0.36) | $ (0.39) | $ (0.79) | $ (0.66) |
Weighted average shares outstanding, basic | 102,849 | 98,541 | 101,422 | 92,912 |
Weighted average shares outstanding, diluted | 102,849 | 98,541 | 101,422 | 92,912 |
Products and Services | ||||
Revenue: | ||||
Revenue | $ 84,151 | $ 61,885 | $ 155,069 | $ 105,601 |
International Supply Agreement | ||||
Revenue: | ||||
Revenue | $ 364 | $ 15 | $ 769 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (37,320) | $ (38,205) | $ (80,164) | $ (61,108) |
Foreign currency translation adjustments | (5,289) | 1,697 | (6,469) | (1,355) |
Comprehensive loss | $ (42,609) | $ (36,508) | $ (86,633) | $ (62,463) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional paid-in capital | Shareholder note receivable | Treasury stock | Accumulated other comprehensive income (loss) | Accumulated deficit | Public Offering | Public Offering Common Stock | Public Offering Additional paid-in capital |
Balance at Dec. 31, 2020 | $ 129,880 | $ 8 | $ 770,764 | $ (4,000) | $ (97) | $ 1,204 | $ (637,999) | |||
Balance, shares at Dec. 31, 2020 | 82,104 | |||||||||
Stock-based compensation | 3,889 | 3,889 | ||||||||
Sales agent equity incentives | 129 | 129 | ||||||||
Common stock issued for warrant exercises | 756 | 756 | ||||||||
Common stock issued for warrant exercises, shares | 2,019 | |||||||||
Common stock issued for stock option exercises | 210 | 210 | ||||||||
Common stock issued for stock option exercises, shares | 69 | |||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability | (1,717) | (1,717) | ||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability, shares | 379 | |||||||||
Shareholder note receivable | 1,100 | 1,100 | ||||||||
Foreign currency translation adjustments | (3,052) | (3,052) | ||||||||
Net loss | (22,903) | (22,903) | ||||||||
Balance at Mar. 31, 2021 | 108,292 | $ 8 | 774,031 | (2,900) | (97) | (1,848) | (660,902) | |||
Balance, shares at Mar. 31, 2021 | 84,571 | |||||||||
Balance at Dec. 31, 2020 | 129,880 | $ 8 | 770,764 | (4,000) | (97) | 1,204 | (637,999) | |||
Balance, shares at Dec. 31, 2020 | 82,104 | |||||||||
Foreign currency translation adjustments | (1,355) | |||||||||
Net loss | (61,108) | |||||||||
Balance at Jun. 30, 2021 | 213,514 | $ 10 | 914,659 | (1,800) | (97) | (151) | (699,107) | |||
Balance, shares at Jun. 30, 2021 | 100,049 | |||||||||
Balance at Mar. 31, 2021 | 108,292 | $ 8 | 774,031 | (2,900) | (97) | (1,848) | (660,902) | |||
Balance, shares at Mar. 31, 2021 | 84,571 | |||||||||
Stock-based compensation | 11,187 | 11,187 | ||||||||
Sales agent equity incentives | 94 | 94 | ||||||||
Common stock issued for warrant exercises | 1,729 | 1,729 | ||||||||
Common stock issued for warrant exercises, shares | 1,576 | |||||||||
Common stock issued for employee stock purchase plan and stock option exercises | 1,479 | 1,479 | ||||||||
Common stock issued for employee stock purchase plan and stock option exercises, shares | 356 | |||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability | (5,687) | (5,687) | ||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability, shares | 1,125 | |||||||||
Issuance of common stock, net of offering costs | $ 131,828 | $ 2 | $ 131,826 | |||||||
Issuance of common stock, net of offering costs, shares | 12,421 | |||||||||
Shareholder note receivable | 1,100 | 1,100 | ||||||||
Foreign currency translation adjustments | 1,697 | 1,697 | ||||||||
Net loss | (38,205) | (38,205) | ||||||||
Balance at Jun. 30, 2021 | 213,514 | $ 10 | 914,659 | $ (1,800) | (97) | (151) | (699,107) | |||
Balance, shares at Jun. 30, 2021 | 100,049 | |||||||||
Balance at Dec. 31, 2021 | 79,422 | $ 10 | 892,828 | (25,097) | (5,994) | (782,325) | ||||
Balance, shares at Dec. 31, 2021 | 99,537 | |||||||||
Stock-based compensation | 7,730 | 7,730 | ||||||||
Sales agent equity incentives | 2,178 | 2,178 | ||||||||
Sales agent equity incentives, shares | 199 | |||||||||
Common stock issued for warrant exercises | 1,289 | 1,289 | ||||||||
Common stock issued for warrant exercises, shares | 551 | |||||||||
Common stock issued for stock option exercises | 140 | 140 | ||||||||
Common stock issued for stock option exercises, shares | 39 | |||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability | (4,751) | (4,751) | ||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability, shares | 852 | |||||||||
Foreign currency translation adjustments | (1,180) | (1,180) | ||||||||
Net loss | (42,844) | (42,844) | ||||||||
Balance at Mar. 31, 2022 | 41,984 | $ 10 | 899,414 | (25,097) | (7,174) | (825,169) | ||||
Balance, shares at Mar. 31, 2022 | 101,178 | |||||||||
Balance at Dec. 31, 2021 | 79,422 | $ 10 | 892,828 | (25,097) | (5,994) | (782,325) | ||||
Balance, shares at Dec. 31, 2021 | 99,537 | |||||||||
Foreign currency translation adjustments | (6,469) | |||||||||
Net loss | (80,164) | |||||||||
Balance at Jun. 30, 2022 | 10,539 | $ 11 | 910,577 | (25,097) | (12,463) | (862,489) | ||||
Balance, shares at Jun. 30, 2022 | 104,518 | |||||||||
Balance at Mar. 31, 2022 | 41,984 | $ 10 | 899,414 | (25,097) | (7,174) | (825,169) | ||||
Balance, shares at Mar. 31, 2022 | 101,178 | |||||||||
Stock-based compensation | 10,109 | 10,109 | ||||||||
Sales agent equity incentives | 361 | 361 | ||||||||
Sales agent equity incentives, shares | 20 | |||||||||
Common stock issued for conversion of Series A preferred stock | 29 | |||||||||
Common stock issued for warrant exercises | 2,675 | $ 1 | 2,674 | |||||||
Common stock issued for warrant exercises, shares | 1,914 | |||||||||
Common stock issued for employee stock purchase plan and stock option exercises | 2,331 | 2,331 | ||||||||
Common stock issued for employee stock purchase plan and stock option exercises, shares | 535 | |||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability | (4,562) | (4,562) | ||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability, shares | 819 | |||||||||
Common stock issued for asset acquisition, shares | 23 | |||||||||
Common stock issued for asset acquisition | 250 | 250 | ||||||||
Foreign currency translation adjustments | (5,289) | (5,289) | ||||||||
Net loss | (37,320) | (37,320) | ||||||||
Balance at Jun. 30, 2022 | $ 10,539 | $ 11 | $ 910,577 | $ (25,097) | $ (12,463) | $ (862,489) | ||||
Balance, shares at Jun. 30, 2022 | 104,518 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2021 USD ($) | |
Public Offering | |
Common stock, offering costs | $ 6,200 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities: | ||
Net loss | $ (80,164) | $ (61,108) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,007 | 10,394 |
Stock-based compensation | 19,387 | 15,970 |
Amortization of debt discount and debt issuance costs | 973 | 1,292 |
Amortization of right-of-use assets | 1,128 | 1,950 |
Write-down for excess and obsolete inventories | 4,100 | 4,317 |
Loss on disposal of assets | 1,194 | 689 |
Other | (126) | 2,003 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,255) | (1,261) |
Inventories | (16,615) | (15,195) |
Prepaid expenses and other current assets | (1,093) | 1,515 |
Other assets | (253) | 145 |
Accounts payable | 7,651 | 3,797 |
Accrued expenses | (3,646) | (62) |
Lease liabilities | (1,054) | (26) |
Contract liabilities | (187) | (444) |
Other long-term liabilities | (97) | 914 |
Net cash used in operating activities | (52,050) | (35,110) |
Investing activities: | ||
Purchase of property and equipment | (26,338) | (36,028) |
Purchase of intangible assets | (1,479) | |
Acquisition of business, net of cash acquired | (62,133) | |
Purchase of OCEANE | (21,097) | |
Cash paid for investments | (3,000) | |
Settlement of forward contract | (2,589) | |
Net cash used in investing activities | (27,817) | (124,847) |
Financing activities: | ||
Proceeds from common stock offering | 131,828 | |
Net cash received (paid) from common stock exercises | 218 | (3,044) |
Proceeds from financed insurance | 1,617 | |
Principal payments on finance lease obligations | (83) | (2) |
Principal payments on term loan and notes payable | (981) | (13) |
Net cash provided by financing activities | 771 | 128,769 |
Effect of exchange rate changes on cash | (682) | 4 |
Net (decrease) increase in cash and cash equivalents | (79,778) | (31,184) |
Cash and cash equivalents at beginning of period | 187,248 | 107,765 |
Cash and cash equivalents at end of period | 107,470 | 76,581 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,970 | 3,476 |
Cash paid for income taxes | 267 | 225 |
Supplemental disclosure of noncash activities: | ||
Financed insurance | 1,617 | |
Financed inventory | 3,707 | |
Purchases of property and equipment in accounts payable and accrued expenses | 2,304 | 591 |
Purchase of intangible assets | 750 | |
Recognition of lease liability | $ 23,159 | |
Modification of lease liability for lease amendment | 4,288 | |
Common stock issued for asset acquisition | $ 250 |
The Company and Basis of Presen
The Company and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | 1. The Company and Basis of Presentation The Company Alphatec Holdings, Inc. (the “Company”), through its wholly owned subsidiaries, Alphatec Spine, Inc. (“Alphatec Spine”), SafeOp Surgical, Inc. (“SafeOp”), and EOS imaging S.A. (“EOS”), is a medical technology company that designs, develops, and markets technology for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company markets its products in the United States of America and internationally via a network of independent sales agents and direct sales representatives. Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. All intercompany balances and transactions have been eliminated during consolidation. The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnotes it normally includes in its annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited interim condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the financial position and results of operations for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or any other future periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment, goodwill, intangible assets, allowances for doubtful accounts, the valuation of share-based liabilities, deferred tax assets, inventory, stock-based compensation, revenues, income tax uncertainties, and other contingencies. Fair Value Measurements The carrying amount of financial instruments consisting of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and short-term debt included in the Company’s condensed consolidated financial statements are reasonable estimates of fair value due to their short maturities. Authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Excess and Obsolete Inventory Most of the Company’s inventory is comprised of finished goods, which is primarily produced by third-party suppliers. Specialized implants, fixation products, biologics, and disposables are determined by utilizing a standard cost method that includes capitalized variances which approximates the weighted average cost. Imaging equipment and related parts are valued at weighted average cost. Inventories are stated at the lower of cost or net realizable value. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and adjusts inventory to its net realizable value as necessary. The Company records a lower of cost or net realizable value (“LCNRV”) inventory reserve for estimated excess and obsolete inventory based upon its expected use of inventory on hand. The Company’s inventory, which consists primarily of specialized implants, fixation products, biologics, and disposables is at risk of obsolescence due to the need to maintain substantial levels of inventory. In order to market its products effectively and meet the demands of interoperative product placement, the Company maintains and provides surgeons and hospitals with a variety of inventory products and sizes. For each surgery, fewer than all components will be consumed. The need to maintain and provide a wide variety of inventory causes inventory to be held that is not likely to be used. The Company’s estimates and assumptions for excess and obsolete inventory are reviewed and updated on a quarterly basis. The estimates and assumptions are determined primarily based on current usage of inventory and the age of inventory quantities on hand. Additionally, the Company considers recent experience to develop assumptions about future demand for its products, while considering market conditions, product life cycles and new product launches. Increases in the LCNRV reserve for excess and obsolete inventory result in a corresponding charge to cost of sales. Revenue Recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Revenue from Contracts with Customers (“Topic 606”), the Company recognizes revenue from sales of products and services when the customer obtains control of the promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The principles in Topic 606 are applied using 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 entity 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. Sales are derived primarily from the sale of spinal implant products to hospitals and medical centers through direct sales representatives and independent sales agents, and with the acquisition of EOS, includes imaging equipment and related services. Revenue is recognized when obligations under the terms of a contract with customers are satisfied, which occurs with the transfer of control of products to customers, either upon shipment of the product or delivery of the product to the customer depending on the shipping terms, or when the products are used in a surgical procedure (implanted in a patient). Revenue from the sale of imaging equipment is recognized as each distinct performance obligation is fulfilled and control transfers to the customer, beginning with shipment or delivery, depending on the terms. Revenue from other distinct performance obligations, such as maintenance on imaging equipment and other imaging related services, is recognized in the period the service is performed, and makes up less than 10 % of the Company’s total revenue. Revenue is measured based on the amount of consideration expected to be received in exchange for the transfer of the goods or services specified in the contract with each customer. In certain cases, the Company does offer the ability for customers to lease its imaging equipment primarily on a non-sales type basis, but such arrangements are immaterial to total revenue in the periods presented. The Company generally does not allow returns of products that have been delivered. Costs incurred by the Company associated with sales contracts with customers are deferred over the performance obligation period and recognized in the same period as the related revenue, except for contracts that complete within one year or less, in which case the associated costs are expensed as incurred. Payment terms for sales to customers may vary but are commensurate with the general business practices in the country of sale. To the extent that the transaction price includes variable consideration, such as discounts, rebates, and customer payment penalties, the Company estimates the amount of variable consideration that should be included in the transaction price. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available, including historical, current, and forecasted information and whether, in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company records a contract liability, or deferred revenue, when it has an obligation to provide a product or service to the customer and payment is received in advance of its performance. When the Company sells a product or service with a future performance obligation, revenue is deferred on the unfulfilled performance obligation and recognized over the related performance period. Generally, the Company does not have observable evidence of the standalone selling price related to its future service obligations; therefore, the Company estimates the selling price using an expected cost plus a margin approach. The transaction price is allocated using the relative standalone selling price method. The use of alternative estimates could result in a different amount of revenue deferral. Recent Accounting Pronouncements In August 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The guidance requires application of ASC 606, “Revenue from Contracts with Customers” to recognize and measure contract assets and contract liabilities acquired in a business combination. ASU No. 2021-08 adds an exception to the general recognition and measurement principle in ASC 805 where assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from contracts with customers, are measured at fair value on the acquisition date. Under the new guidance, the acquirer will recognize acquired contract assets and contract liabilities as if the acquirer had originated the contract. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company does not intend to early adopt the standard and is in the process of assessing the impact, if any, on its condensed consolidated financial statements and related disclosures. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination The Company recognizes assets acquired, liabilities assumed, and any noncontrolling interest at fair value at the date of acquisition. On December 16, 2020, the Company entered into the Tender Offer Agreement with EOS, pursuant to which the Company agreed to commence a public tender offer (the “Offer”) to purchase all of the issued and outstanding ordinary shares, nominal value € 0.01 per share (collectively, the “EOS Shares”), for a cash offer of € 2.45 per EOS Share, and outstanding convertible bonds of EOS (“OCEANEs”) for a cash offer of € 7.01 per OCEANE, which included accrued but unpaid interest. On May 13, 2021 (the “Change in Control Date”), the Company substantially completed the Offer, pursuant to which the Company purchased 59 % of the issued and outstanding EOS Shares and 53 % of the OCEANEs for $ 66.5 million in cash pursuant to the Offer. In addition, prior to the Change in Control Date, the Company had also acquired 30 % of the issued and outstanding EOS Shares and 4 % of the OCEANEs on the open market for $ 25.0 million in cash. After the Change in Control Date, the Company held a controlling financial interest in EOS representing 89 % of issued and outstanding EOS Shares and 57 % of OCEANEs, equal to approximately 80 % of the capital and voting rights of EOS on a fully diluted basis. The Offer was reopened on May 17, 2021 to purchase the remaining EOS Shares for $ 8.5 million, ultimately resulting in the acquisition of 100 % of EOS Shares and 57 % of the OCEANEs as of June 2, 2021. As of June 2, 2021, the total cash paid to acquire 100 % of the EOS Shares and 57 % of the OCEANEs was $ 100.0 million. EOS, which now operates as a wholly owned subsidiary of the Company, is a global medical device company that designs, develops and markets innovative, low dose 2D/3D full body and biplanar weight-bearing imaging, rapid 3D modeling of EOS patient X-ray images, web-based patient-specific surgical planning, and integration of surgical plan into the operating room that collectively bridge the entire spectrum of care from imaging to post-operative assessment capabilities for orthopedic surgery. The Company plans to integrate this technology into its procedural approach to spine surgery to better inform and better achieve spinal alignment objectives in surgery. During the six months ended June 30, 2022, the Company recorded a purchase accounting adjustment primarily related to deferred tax assets, which resulted in a $ 1.6 million increase to goodwill. The Company has completed its estimate of the fair value of the purchase consideration, the assets acquired, and the liabilities assumed. Accordingly, the Company has allocated the purchase consideration as follows : (in thousands) As of May 13, 2021 Cash paid for purchase of EOS shares at Change in Control Date $ 46,908 Cash paid for purchase of OCEANEs at Change in Control Date 19,620 Total cash paid at Change in Control Date 66,528 Fair value of investment in EOS Shares held prior to Change in Control Date 23,549 Fair value of investment in OCEANEs held prior to Change in Control Date 1,477 Total fair value of investment in EOS held prior to Change in Control Date 25,026 Fair value of noncontrolling interest acquired after Change in Control Date 8,454 $ 100,008 Cash and cash equivalents $ 16,778 Accounts receivable 9,083 Inventory 26,681 Other current assets 4,422 Property, plant and equipment, net 1,650 Deferred tax assets 536 Right-of-use assets 4,341 Goodwill 29,469 Definite-lived intangible assets: Developed technology 56,000 Customer relationships 9,500 Trade names 6,000 Other noncurrent assets 395 Contract liabilities 21,196 Long-term debt 15,297 Other liabilities assumed 28,354 Total identifiable net assets $ 100,008 The purchase price, including cash paid at the Change in Control Date, the fair value of the investment held prior to the Change in Control Date, and the fair value of the noncontrolling interest acquired after the Change in Control Date, exceeded the fair value of the net tangible and identifiable intangible assets acquired as part of the acquisition. As a result, the Company recorded goodwill in connection with the acquisition. Goodwill primarily consists of expected revenue synergies resulting from the combination of product portfolios and cost synergies related to elimination of redundant facilities and functions associated with the combined entity. Goodwill recognized in this transaction is not deductible for tax purposes. The intangible assets acquired will be amortized on a straight-line basis over useful lives of ten years , seven years and ten years for technology-based, customer-related, and trade name related intangible assets, respectively. The estimated fair values of the intangible assets acquired were primarily determined using the income approach based on significant inputs that were not observable in the market. Acquisition costs of $ 4.8 million and $ 5.8 million were recognized during the three and six months ended June 30, 2021, respectively, as transaction-related expenses on the condensed consolidated statements of operations as incurred. The Company's results of operations for the three and six months ended June 30, 2021 included in the operating results of EOS since the date of acquisition, of $ 6.1 million of revenue and net loss of $ 7.2 million in the condensed consolidated statement of operations. The following table presents the unaudited pro forma results for the three and six months ended June 30, 2021, which combines the historical results of operations of the Company and its wholly owned subsidiaries as though the companies had been combined as of January 1, 2020 and therefore many of the non-recurring business combination adjustments would have been included in the year ended December 31, 2020 by nature of such adjustments, instead of the periods presented. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that may have been achieved if the acquisition had taken place at such time. The comparable period for the three and six months ended June 30, 2021 includes adjustments directly attributable to the business combination, including $ 2.0 million and $ 3.8 million in amortization charges for acquired intangible assets, respectively, and $ 5.1 million and $ 7.4 million in acquisition related expenses, respectively. The unaudited pro forma results include IFRS to U.S. GAAP adjustments for EOS historical results and adjustments for accounting policy alignment, which were materially similar to the Company. Any differences in accounting policies were adjusted to reflect the accounting policies of the Company in the unaudited pro forma results presented. Three Months Ended Six Months Ended (in thousands, except per share amounts) 2022 2021 2022 2021 Total revenue $ 84,151 $ 64,077 $ 155,084 $ 115,064 Net loss ( 37,320 ) ( 40,016 ) ( 80,164 ) ( 61,215 ) Net loss per share, basic and diluted $ ( 0.36 ) $ ( 0.41 ) $ ( 0.79 ) $ ( 0.66 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis included the following as of June 30, 2022, and December 31, 2021 (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 75,043 — — $ 75,043 Total cash equivalents $ 75,043 — — $ 75,043 Liability classified equity award $ — — 1,061 $ 1,061 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 140,010 — — $ 140,010 Total cash equivalents $ 140,010 — — $ 140,010 Liability classified equity award $ — — 2,052 $ 2,052 The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the periods presented. The Company issued a liability classified equity award to one of its executive officers. The award vests in 2023 subject to continued service and a specific market condition. As the award will be settled in cash, it is classified as a liability within Level 3 of the fair value hierarchy as the Company is using a probability-weighted income approach, utilizing significant unobservable inputs including the probability of achieving the specific market condition with the valuation updated at each reporting period. The full fair value of the award was $ 1.4 million as of June 30, 2022 and is being recognized ratably as the underlying service period is provided. The following table provides a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2022 (in thousands): Level 3 Balance at December 31, 2021 $ 2,052 Straight-line recognition of liability classified equity award 196 Change in fair value measurement 80 Balance at March 31, 2022 $ 2,328 Straight-line recognition of liability classified equity award 202 Change in fair value measurement ( 1,469 ) Balance at June 30, 2022 $ 1,061 Fair Value of Long-term Debt The fair value, based on a quoted market price (Level 1), of the Company’s outstanding Senior Convertible Notes due 2026 was approximately $ 247.1 million at June 30, 2022 and approximately $ 308.1 million at December 31, 2021. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding OCEANE was approximately $ 13.0 million at June 30, 2022 and approximately $ 14.1 million at December 31, 2021. See Note 9 for further information. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories reported at the lower of cost or net realizable value consist of the following (in thousands): June 30, December 31, Raw materials $ 14,726 $ 14,671 Work-in-process 5,336 5,712 Finished goods 82,734 71,320 Inventories $ 102,796 $ 91,703 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consist of the following (in thousands, except as indicated): Useful lives June 30, December 31, Surgical instruments 4 $ 145,123 $ 130,432 Machinery and equipment 7 10,985 11,092 Computer equipment 3 5,500 5,694 Office furniture and equipment 5 4,316 3,861 Leasehold improvements various 3,404 1,754 Construction in progress n/a 14,591 7,292 183,919 160,125 Less: accumulated depreciation ( 84,736 ) ( 72,724 ) Property and equipment, net $ 99,183 $ 87,401 Total depreciation expense was $ 7.5 million and $ 14.6 million for the three and six months ended June 30, 2022 , respectively, and $ 5.0 million and $ 8.4 million for three and six months ended June 30, 2021 , respectively. Construction in progress is not depreciated until placed in service. Property and equipment includes assets under financing leases and the related amortization of assets under financing leases is included in depreciation expense. Construction in progress includes costs associated with internal-use software. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill The change in the carrying amount of goodwill during the period ended June 30, 2022 included the following (in thousands): December 31, 2021 $ 39,689 Purchase price allocation adjustment 1,628 Foreign currency fluctuation ( 2,147 ) June 30, 2022 $ 39,170 Intangible assets, net Intangible assets, net consist of the following (in thousands, except as indicated): Remaining Avg. Gross Accumulated Intangible June 30, 2022: (in years) Amount Amortization Assets, net Developed product technology 11 $ 72,740 $ ( 8,557 ) $ 64,183 Trademarks and trade names 9 5,298 ( 708 ) 4,590 Customer relationships 4 14,043 ( 6,031 ) 8,012 Distribution network 2 2,413 ( 1,940 ) 473 In-process research and development n/a 1,353 — 1,353 Total $ 95,847 $ ( 17,236 ) $ 78,611 Remaining Avg. Gross Accumulated Intangible December 31, 2021: (in years) Amount Amortization Assets, net Developed product technology 12 $ 74,543 $ ( 5,768 ) $ 68,775 Trademarks and trade names 10 5,732 ( 477 ) 5,255 Customer relationships 5 14,732 ( 5,264 ) 9,468 Distribution network 3 2,413 ( 1,840 ) 573 In-process research and development n/a 1,203 — 1,203 Total $ 98,623 $ ( 13,349 ) $ 85,274 Total amortization expense attributed to intangible assets was $ 2.2 million and $ 4.4 million for the three and six months ended June 30, 2022 , respectively, and $ 1.5 million and $ 1.9 million for the three and six months ended June 30, 2021, respectively. In-process research and development assets begin amortizing when the relevant products reach full commercial launch. Future amortization expense related to intangible assets is as follows (in thousands): Year Ending December 31, Remainder of 2022 $ 4,429 2023 8,859 2024 8,756 2025 8,171 2026 8,171 Thereafter 40,225 $ 78,611 |
Contract Liabilities
Contract Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Contract with Customer, Liability [Abstract] | |
Contract Liabilities | 8. Contract Liabilities Contract liabilities consists of the following (in thousands): June 30, December 31, Contract liabilities $ 16,650 $ 18,151 Less: Non-current portion of contract liabilities ( 2,800 ) ( 2,896 ) Current portion of contract liabilities $ 13,850 $ 15,255 The non-current contract liabilities balance is included in other long-term liabilities on the condensed consolidated balance sheets. Contract liabilities relates to contracts with customers for which partial or complete payment of the transaction price has been received from the customer and the related obligations must be completed before revenue can be recognized. These amounts primarily relate to undelivered equipment, services, or maintenance agreements. The Company recognized $ 5.8 million and $ 10.1 million of revenue from its contract liabilities during the three and six months ended June 30, 2022 , respectively, and $ 3.4 million of revenue from its contract liabilities during the three and six months ended June 30, 2021 . The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): Balance at December 31, 2021 $ 18,151 Payments received 8,634 Revenue recognized ( 10,135 ) Balance at June 30, 2022 $ 16,650 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt 0.75% Senior Convertible Notes due 2026 In August 2021, the Company issued $ 316.3 million aggregate principal amount of unsecured Senior Convertible Notes (the "2026 Notes") with a stated interest rate of 0.75 % and a maturity date of August 1, 2026 . Interest on the 2026 Notes is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2022 . The net proceeds from the sale of the 2026 Notes were approximately $ 306.2 million after deducting the initial purchasers’ offering expenses and before cash use for the privately negotiated capped call transactions (the “Capped Call Transactions”), as described below, the repurchase of stock, and the repayment of the outstanding term loan with Squadron Medical Finance Solutions, LLC (“Squadron Medical”) and outstanding obligation under the Inventory Financing Agreement, as described below. The 2026 Notes do not contain any financial covenants . The 2026 Notes are convertible into shares of the Company’s common stock based upon an initial conversion rate of 54.5316 shares of the Company’s common stock per $ 1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $ 18.34 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s common stock. Based on the terms of the 2026 Notes, when a conversion notice is received, the Company has the option to pay or deliver cash, shares of the Company’s common stock, or a combination thereof. Holders of the Convertible Notes have the right to convert their notes in certain circumstances and during specified periods. Prior to the close of business on the business day immediately preceding February 2, 2026, holders may convert all or a portion of their 2026 Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. From and after February 2, 2026 , holders of the 2026 Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. As of June 30, 2022, none of the conditions permitting the holders of the 2026 Notes to convert have been met. The 2026 Notes are classified as long-term debt on the condensed consolidated balances sheet as of June 30, 2022. The 2026 Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after August 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time. In addition, calling any note for redemption will constitute a “make-whole fundamental change” with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if such note is converted after it is called for redemption. If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2026 Notes for cash at a price equal to 100 % of the principal amount of the 2026 Notes plus accrued and unpaid interest. No principal payments are otherwise due on the 2026 Notes prior to maturity. The Company recorded the full principal amount of the 2026 Notes as a long-term liability net of deferred issuance costs. The annual effective interest rate for the 2026 Notes is 1.4 %. The interest expense recognized on the 2026 Notes for the three and six months ended June 30, 2022 includes $ 1.1 million and $ 2.2 million for the contractual coupon interest, respectively, and $ 0.5 million and $ 1.0 million for the amortization of debt issuance costs, respectively. The Company uses the if-converted method for assumed conversion of the 2026 Notes to compute the weighted-average shares of common stock outstanding for diluted earnings per share, if applicable. The outstanding principal amount and carrying value of the 2026 Notes consist of the following (in thousands): June 30, Principal $ 316,250 Unamortized debt issuance costs ( 8,286 ) Net carrying value $ 307,964 Capped Call Transactions In connection with the offering of the 2026 Notes, the Company entered into the Capped Call Transactions with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the 2026 Notes upon conversion of the 2026 Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of $ 27.68 per share of the Company’s common stock, which represents a premium of 100 % over the last reported sale price of the Company’s common stock on August 5, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the 2026 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Notes. The cost of the Capped Call Transactions was approximately $ 39.9 million. The Capped Call Transactions are separate transactions and are not part of the terms of the 2026 Notes and will not affect any holder’s rights under the notes. Holders of the 2026 Notes will not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions meet all of the applicable criteria for equity classification and, as a result, the related $ 39.9 million cost was recorded as a reduction to additional paid-in capital on the Company’s condensed consolidated statements of shareholders’ equity. OCEANE Convertible Bonds On May 31, 2018, EOS issued 4,344,651 OCEANE convertible bonds, denominated in Euros, due May 2023 for aggregate gross proceeds of $ 34.3 million (€ 29.5 million). The OCEANEs are unsecured obligations of EOS, rank equally with all other unsecured and unsubordinated obligations of EOS, and pay interest at a rate equal to 6 % per year, payable semiannually in arrears on May 31 and November 30 of each year, beginning November 30, 2018 . Unless either earlier converted or repurchased, the OCEANEs will mature on May 31, 2023 . Interest expense was $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2022 , respectively, and $ 0.1 million for the three and six months ended June 30, 2021. As discussed in Note 3, in connection with the Offer to acquire EOS, the Company purchased 2,486,135 OCEANE convertible bonds, and as such, 1,858,516 OCEANE convertible bonds with a principal amount of $ 15.3 million (€ 12.6 million) remained outstanding at the time of acquisition. The OCEANEs are convertible by their holders into new EOS Shares or exchangeable for existing EOS Shares, at the Company’s option, at an initial conversion rate of one share per OCEANE, and the initial conversion rate is subject to customary anti-dilution adjustments. The OCEANEs are convertible at any time until the seventh business day prior to maturity or seventh business day prior to an earlier redemption of the OCEANE. If the number of shares calculated is not a whole number, the holder may request allocation of either the whole number of shares immediately below the number and receive an amount in cash equal to the remaining fractional share value, or the whole number of shares immediately above the number and pay an amount in cash equal to the remaining fractional share value. Holders of the OCEANEs have the option to convert all or any portion of such OCEANEs, regardless of any conditions, at any time until the close of seventh business day immediately preceding the maturity date. EOS has a right to redeem all of the OCEANEs at its option any time after June 20, 2021 at a cash redemption price equal to the par value of the OCEANEs plus accrued and unpaid interest if the product of the volume-weighted-average price of the shares and the conversion ratio as specified in the agreement in effect on each trading day exceeds 150 % of the par value of each OCEANE on each of at least twenty consecutive trading days during any forty consecutive trading days, if EOS redeems the OCEANEs when the number of OCEANEs outstanding is 15 % or less of the number of OCEANEs originally issued, or the occurrence of a tender or exchange offer. As a result of the Company’s acquisition of EOS, the OCEANEs are now convertible into new shares of EOS, as a wholly-owned subsidiary of the Company. OCEANE holders can redeem the notes upon the occurrence of an event of default or upon the occurrence of a change of control. In July 2021, in connection with the change of control, holders of 25,971 OCEANEs chose to redeem their bonds for approximately $ 0.2 million (€ 0.2 million). The carrying value of the outstanding OCEANEs was $ 13.0 million (€ 12.5 million) as of June 30, 2022. Other Debt Agreements In January and April 2021, prior to the acquisition, EOS obtained two loan agreements, denominated in Euros, under French government sponsored COVID-19 relief initiatives (pret garanti par l’etat or “PGE” loans). Each loan contains a 12 -month term and 90 % of the principal balance of each loan is state guaranteed. The cost of the state guaranty is 0.25 % of the loan amounts. The loans carry an interest-free rate from the commercial banks (€ 3.3 million) and a 1.75 % interest from the lender (€ 1.5 million). The loan capital and loan guaranty costs are payable in full at the end of the 12-month term or the loan may be extended up to 5 additional years. If the Company chooses to extend the debt, the election must be made by the Company between months 8 and 11 of the 12-month term. The extension will carry an interest rate at the banks’ refinancing cost, to be applied from year 2 to year 6 and an increased state guaranty cost (50 to 200 bps, as per a scale with company size and extension year). In February 2022, the Company extended the maturity for each loan agreement to 2027 . Each loan has a 12 -month period from the applicable extension date where interest only payments will occur (the “Interest Only Period”). Following the Interest Only Period, monthly and quarterly installments of principal and interest under each loan agreement will be due until the original principal amounts and applicable interest is fully repaid in 2027. The outstanding obligation under each loan as of June 30, 2022 was $ 3.4 million and $ 1.5 million (€ 3.3 million and € 1.5 million) at weighted average interest rates of 0.98 % and 1.25 %, respectively, and weighted average costs of the state guaranty of 0.69 % and 1.00 %, respectively. Total Indebtedness Principal payments remaining on the Company's debt are as follows as of June 30, 2022 (in thousands): Remainder of 2022 $ 1,207 2023 13,936 2024 1,500 2025 1,233 2026 317,483 Thereafter 590 Total 335,949 Less: debt discount ( 8,286 ) Total 327,663 Less: current portion of long-term debt ( 14,266 ) Long-term debt $ 313,397 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company determines if an arrangement is a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. The Company recognizes right-of-use assets (“ROU assets”) and lease liabilities for office buildings and certain equipment with lease terms of 1 year to 10 years, some of which include options to extend and/or terminate the leases. Any short-term leases defined as twelve months or less or month-to-month leases were excluded and continue to be expensed each month. Total costs associated with these short-term leases is immaterial to all periods presented. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component and variable charges for common area maintenance and other variable costs are recognized as expense as incurred. Total variable costs associated with leases for the three and six months ended June 30, 2022 were immaterial. The Company had an immaterial amount of financing leases as of June 30, 2022, which is included in property and equipment, net, and accrued expenses and other current liabilities, on the condensed consolidated balance sheets. Operating Lease The Company occupies approximately 121,541 square feet of office, engineering, and research and development space in Carlsbad, California. On December 4, 2019, the Company entered into a 10 -year operating lease that commenced on February 1, 2021 and will terminate on January 31, 2031 , subject to two sixty-month options to renew which are not reasonably certain to be exercised. The Company recognized a $ 21.1 million ROU asset and $ 21.5 million lease liability on the condensed consolidated balance sheet upon taking control of the premises on the lease commencement date. Base rent under the building lease for the first twelve months of the term will be $ 0.2 million per month subject to full abatement during months two through ten , and thereafter will increase annually by 3.0 % throughout the remainder of the lease. On May 11, 2022, the Company entered into a lease amendment for the build out of additional space within the building which resulted in a lease modification increasing the ROU asset and lease liability. On April 9, 2021, the Company entered into a 7 -year operating lease agreement for a distribution center which consists of approximately 75,643 square feet of office and warehouse space in Memphis, Tennessee. The term of the lease commenced on May 1, 2021 and will terminate on May 1, 2028 , subject to two thirty-six-month options to renew which were not reasonably certain to be exercised. The Company recognized a $ 1.7 million ROU asset and $ 1.6 million lease liability upon taking control of the premises on the lease commencement date. Base rent under the building lease will be commensurate with the Company’s proportionate share of occupancy of the building and will increase annually by 3.0 % throughout the remainder of the lease. With the acquisition of EOS, the Company assumed its ROU assets and lease liabilities in the amount of $ 4.3 million. EOS occupies its main office in Paris, France. The EOS office in Paris, France is a 10 -year operating lease that commenced in 2019 and will terminate in September 2028 . Base rent under the lease is approximately $ 0.6 million per year. Future minimum annual lease payments for all operating leases of the Company are as follows as of June 30, 2022 (in thousands): Remainder of 2022 $ 2,193 2023 4,667 2024 4,782 2025 4,752 2026 4,857 Thereafter 18,014 Total undiscounted lease payments 39,265 Less: imputed interest ( 7,766 ) Operating lease liabilities 31,499 Less: current portion of operating lease liabilities ( 4,164 ) Operating lease liabilities, less current portion $ 27,335 The Company’s weighted average remaining lease term and weighted average discount rate as of June 30, 2022 and December 31, 2021 are as follows: June 30, December 31, Weighted-average remaining lease term (years) 8.2 8.6 Weighted-average discount rate 5.5 % 8.5 % Information related to the Company’s operating leases is as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Rent expense $ 1,091 $ 1,119 $ 2,247 $ 2,202 Cash paid for amounts included in measurement of lease liabilities $ 1,129 $ 495 $ 2,151 $ 875 Purchase Commitments With the acquisition of EOS, the Company assumed its inventory purchase commitment agreement with a third-party supplier. The Company is obligated to certain minimum purchase commitment requirements through December 2026. As of June 30, 2022 , the remaining minimum purchase commitment required by the Company under the agreement was $ 28.9 million. Litigation The Company is and may become involved in various legal proceedings arising from its business activities. While management is not aware of any litigation matter that in and of itself would have a material adverse impact on the Company’s condensed consolidated results of operations, cash flows or financial position, litigation is inherently unpredictable, and depending on the nature and timing of a proceeding, an unfavorable resolution could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual or disclosure in the Company’s condensed consolidated financial statements. An estimated loss contingency is accrued in the Company’s condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against the Company may be unsupported, exaggerated or unrelated to reasonably possible outcomes, and as such are not meaningful indicators of the Company’s potential liability. In February 2018, NuVasive, Inc. filed suit against the Company in the United States District Court for the Southern District of California (NuVasive, Inc. v. Alphatec Holdings, Inc. et al., Case No. 3:18-cv-00347-CAB-MDD (S.D. Cal.)), alleging that certain of the Company’s products (including components of its Battalion Lateral System), infringed, or contributed to the infringement of, U.S. Patent Nos. 7,819,801, 8,355,780, 8,439,832, 8,753,270, 9,833,227 (“Surgical access system and related methods”), U.S. Patent No. 8,361,156 (“Systems and methods for spinal fusion”), and U.S. Design Patent Nos. D652,519 (“Dilator”) and D750,252 (“Intervertebral Implant”). NuVasive sought unspecified monetary damages and an injunction. In March 2018, the Company moved to dismiss NuVasive’s claims of infringement of its design patents. In May 2018, the Court granted the Company’s motion and dismissed the asserted design patents with prejudice. The Company filed its answer, affirmative defenses and counterclaims to NuVasive’s remaining claims in May 2018. Also in March 2018, NuVasive moved for a preliminary injunction. In March 2018, the Court denied that motion without prejudice. In April 2018, NuVasive again moved for a preliminary injunction. In July 2018, the Court again denied that motion. In September 2018, NuVasive filed an Amended Complaint, asserting infringement claims of U.S. Patent Nos. 9,924,859, 9,974,531 and 8,187,334. The Company filed its answer, affirmative defenses and counterclaims to these new claims in October 2018. NuVasive moved to dismiss certain of the Company’s counterclaims. In January 2019, the Court denied NuVasive’s motion as to all but one counterclaim and granted the Company leave to amend that counterclaim. The Company amended the counterclaim and NuVasive again moved to dismiss it. In March 2019, the Court denied NuVasive’s motion. NuVasive filed its answer in April 2019. In December 2018, the Company filed a petition with the Patent Trial and Appeal Board (“PTAB”) challenging the validity of certain claims of the ’156 and ’334 Patents. In July 2019, PTAB instituted inter partes review. In July 2020, PTAB ruled that all challenged claims of the ‘156 Patent were valid, that several challenged claims of the ‘334 Patent were invalid and that other challenged claims of the ‘334 Patent valid. In February 2022, the U.S. Court of Appeals for the Federal Circuit affirmed the ruling. In January 2020, NuVasive moved for Partial Summary Judgment of infringement and validity of the ’832, ’780 and ’270 Patents and the Company moved for Summary Judgment of non-infringement of all asserted claims and of invalidity of the ’832 Patent and for dismissal of NuVasive’s claim for lost profits and its allegations of assignor estoppel. In April 2020, the Court granted NuVasive’s Motion as to alleged infringement of the ’832 Patent and denied NuVasive’s Motion in all other respects. The Court granted the Company’s Motion as to dismissal of the allegations of assignor estoppel and denied the Company’s Motion in all other respects. In January 2021, NuVasive moved for Partial Summary Judgment of infringement and validity of the ’156 and ’334 Implant Patents and the Company moved for Summary Judgment of invalidity of those same patents. In August 2021, the Court denied NuVasive’s motion and granted the Company’s motion for summary judgment of invalidity of the ’156 Patent. In September 2021, NuVasive elected not to proceed with its remaining claims for the ’334 Patent, ’780 Patent, ’270 Patent, ’227 Patent, and ’859 Patent. Trial on the remaining patents (’801 Patent, ’832 Patent, and ’531 Patent) began on March 1, 2022, and concluded on March 11, 2022. On March 15, 2022, the Court ordered the parties to participate in post-trial settlement conference. In June 2022, following several post-trial settlement conferences and continued negotiations, the parties reached a final resolution of all matters in dispute and executed a confidential settlement agreement. Following the joint motion of the parties notifying the Court of the settlement agreement and requesting dismissal, the Court dismissed the action with prejudice. The outcome of these proceedings did not have any material adverse effect on the Company’s consolidated results of operations, cash flows or financial position. Indemnifications In the normal course of business, the Company enters into agreements under which it occasionally indemnifies third-parties for intellectual property infringement claims or claims arising from breaches of representations or warranties. In addition, from time to time, the Company provides indemnity protection to third-parties for claims relating to past performance arising from undisclosed liabilities, product liabilities, environmental obligations, representations and warranties, and other claims. In these agreements, the scope and amount of remedy, or the period in which claims can be made, may be limited. It is not possible to determine the maximum potential amount of future payments, if any, due under these indemnities due to the conditional nature of the obligations and the unique facts and circumstances involved in each agreement. In October 2017, NuVasive filed a lawsuit in Delaware Chancery Court against Mr. Miles, the Company’s Chairman and CEO, who was a former officer and board member of NuVasive. The Company itself was not initially a named defendant in this lawsuit; however, in June 2018, NuVasive amended its complaint to add the Company as a defendant. In October 2018, the Delaware Court ordered that NuVasive advance legal fees for Mr. Miles’ defense in the lawsuit, as well as Mr. Miles’ legal fees incurred in pursuing advancement of his fees, pursuant to an indemnification agreement between NuVasive and Mr. Miles. As of June 30, 2022, the Company has not recorded any liability on the condensed consolidated balance sheet related to this matter. Royalties The Company has entered into various intellectual property agreements requiring the payment of royalties based on the sale of products that utilize such intellectual property. These royalties primarily relate to products sold by Alphatec Spine and are based on fixed fees or are calculated either as a percentage of net sales or on a per-unit sold basis. Royalties are included on the accompanying condensed consolidated statements of operations as a component of cost of sales. |
Orthotec Settlement
Orthotec Settlement | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Orthotec Settlement | 11. Orthotec Settlement On September 26, 2014, the Company entered into a Settlement and Release Agreement, dated as of August 13, 2014, by and among the Company and its direct subsidiaries, including Alphatec Spine, Inc., Alphatec Holdings International C.V., Scient'x S.A.S. and Surgiview S.A.S.; HealthpointCapital, LLC, HealthpointCapital Partners, L.P., HealthpointCapital Partners II, L.P., John H. Foster and Mortimer Berkowitz III; and Orthotec, LLC and Patrick Bertranou, (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay Orthotec, LLC $ 49.0 million in cash, including initial cash payments totaling $ 1.75 million, which the Company paid in March 2014, and an additional lump sum payment of $ 15.75 million, which the Company paid in April 2014. The Company agreed to pay the remaining $ 31.5 million in 28 quarterly installments of $ 1.1 million and one additional quarterly installment of $ 0.7 million, commencing October 1, 2014. The unpaid balance of the principal amount due accrues interest at the rate of 7 % per year until the balance is paid in full. The accrued but unpaid interest will be paid in quarterly installments of $ 1.1 million (or the full amount of the accrued but unpaid interest if less than $ 1.1 million) following the full payment of the $ 31.5 million in quarterly installments. The payments set forth above are guaranteed by Stipulated Judgments held against the Company, HealthpointCapital Partners, L.P., HealthpointCapital Partners II, L.P., HealthpointCapital, LLC, John H. Foster and Mortimer Berkowitz III and, in the event of a default, will be entered and enforced against these entities and/or individuals in that order. In September 2014, the Company and HealthpointCapital entered into an agreement for joint payment of settlement whereby HealthpointCapital agreed to contribute $ 5.0 million to the $ 49.0 million settlement amount. During the year ended December 31, 2021, HealthpointCapital completed its contribution to the settlement amount. As of June 30, 2022, the Company has made installment payments in the aggregate of $ 51.2 million, with a remaining outstanding balance of $ 6.5 million (including imputed interest). The Settlement Agreement provides for mutual releases of all claims in the Orthotec, LLC v. Surgiview, S.A.S, et al. matter in the Superior Court of California, Los Angeles County and all other related litigation matters involving the Company and its directors and affiliates. A reconciliation of the total net settlement obligation is as follows (in thousands): June 30, December 31, Litigation settlement obligation - short-term portion $ 4,400 $ 4,400 Litigation settlement obligation - long-term portion 1,865 3,587 Total 6,265 7,987 Future imputed interest 254 478 Total settlement obligation, net $ 6,519 $ 8,465 The short-term portion of the litigation settlement obligation is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets and the long-term portion of the litigation settlement obligation is included in other long-term liabilities on the condensed consolidated balance sheets. |
Stock-Benefit Plans and Equity
Stock-Benefit Plans and Equity Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Benefit Plans and Equity Transactions | 12. Stock-Benefit Plans and Equity Transactions Stock-Based Compensation The Company has stock-based compensation plans under which it grants stock options, RSUs, and PRSUs to officers, directors and third parties. Total stock-based compensation for the periods presented were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Cost of sales $ 449 $ 235 $ 705 $ 330 Research and development 1,362 664 2,334 1,162 Sales, general and administrative 7,392 10,597 16,348 14,478 Total $ 9,203 $ 11,496 $ 19,387 $ 15,970 As of June 30, 2022 , there was $ 53.3 million of unamortized compensation expense for RSUs and PRSUs to be recognized over a weighted average period of 1 .80 years. Restricted Stock Units and Performance Based Restricted Stock Units Awards The Company issued approximately 1,310,000 and 2,540,000 shares of common stock, before net share settlement, upon vesting of RSUs and PRSUs during the three and six months ended June 30, 2022, respectively, and issued approximately 1,605,000 and 2,078,000 shares of common stock, before net share settlement, upon vesting of RSUs and PRSUs during the three and six months ended June 30, 2021, respectively. Employee Stock Purchase Plan Employees are eligible to participate in the ESPP approved by its shareholders. During the three and six months ended June 30, 2022 , there were approximately 222,000 shares issued under the ESPP. During the three and six months ended June 30, 2021 , there were approximately 112,000 shares issued under the ESPP. The Company estimates the fair value of shares issued to employees under the ESPP using the Black-Scholes option-pricing model. The assumptions used to estimate the fair value of stock options granted and stock purchase rights under the ESPP are as follows: Three and Six Months Ended June 30, 2022 2021 Risk-free interest rate 0.07 % - 1.54 % 0.04 % - 0.10 % Expected dividend yield — — Expected term (years) 0.50 0.50 Volatility 50.29 % - 64.53 % 49.98 % - 78.51 % Warrants Outstanding 2017 PIPE Warrants The 2017 Common Stock Warrants (the “2017 PIPE Warrants”) have a five-year life and are exercisable by cash exercise only. During the three and six months ended June 30, 2022 , there were approximately 1,887,000 and 2,312,000 2017 PIPE Warrant exercises, respectively, for total cash proceeds of $ 2.7 million and $ 3.5 million, respectively. During the three and six months ended June 30, 2021 , there were approximately 375,000 and 520,000 2017 PIPE Warrant exercises, respectively, for total cash proceeds of $ 0.8 million and $ 1.0 million, respectively. As of June 30, 2022, the 2017 PIPE Warrants have expired, and no 2017 PIPE Warrants remained outstanding. 2018 PIPE Warrants The 2018 Common Stock Warrants (the “2018 PIPE Warrants”) have a five-year life and are exercisable by cash or cashless exercise. During the three months ended June 30, 2022 , there were no 2018 PIPE Warrant exercises. During the six months ended June 30, 2022, there were approximately 126,000 2018 PIPE Warrant exercises for total cash proceeds of $ 0.4 million. During the three and six months ended June 30, 2021 , there were approximately 693,000 and 2,841,000 2018 PIPE Warrant exercises, respectively, for total cash proceeds of $ 1.0 million and $ 1.3 million, respectively. As of June 30, 2022 , approximately 8,354,000 2018 PIPE Warrants remained outstanding. SafeOp Surgical Merger Warrants In conjunction with the Company’s 2018 acquisition of SafeOp, the Company issued warrants to purchase 2,200,000 shares of common stock at an exercise price of $ 3.50 per share (the “SafeOp Warrants”), which have a five-year life and are exercisable by cash or cashless exercise. During the three and six months ended June 30, 2022 , there were approximately 257,000 SafeOp Warrant cashless exercises. There were no SafeOp Warrant exercises during the three months ended June 30, 2021. During the six months ended June 30, 2021 , there were approximately 970,000 SafeOp Warrant exercises for total cash proceeds of $ 0.1 million. As of June 30, 2022 , approximately 938,000 SafeOp Warrants remained outstanding. Squadron Medical Warrants During the year ended December 31, 2018, in connection with the initial debt financing with Squadron Medical and a participant lender, the Company issued warrants (the “Squadron Medical Warrants”) to purchase 845,000 shares of common stock at an exercise price of $ 3.15 per share. An additional 4,839,000 Squadron Medical Warrants were issued at an exercise price of $ 2.17 per share during the second quarter of 2019, in conjunction with the Company’s draw on the expanded credit facility. In May 2020, an additional 1,076,000 Squadron Medical Warrants were issued at an exercise price of $ 4.88 per share in conjunction with the Company’s second amendment to the Squadron Medical debt for total Squadron Medical Warrants outstanding to Squadron Medical and the participant lender of 6,760,000 . In conjunction with the second amendment, the expiration dates for all existing Squadron Medical Warrants were extended to May 29, 2027 to align all outstanding warrant expiration dates. No Squadron Medical Warrants have been exercised as of June 30, 2022. Executive Warrants In December 2017, the Company issued warrants to Mr. Patrick S. Miles, the Company’s Chairman and Chief Executive Officer, to purchase approximately 1,327,000 shares of the Company’s common stock for $ 5.00 per share (the “Executive Warrants”). The Executive Warrants have a five-year term and are exercisable by cash or cashless exercise. The Executive Warrants issued to Mr. Miles were accounted for as share based compensation, and the fair value of the Executive Warrants of approximately $ 1.4 million were recognized in full in the statement of operations for the year ended December 31, 2017, as the Executive Warrants were immediately vested upon issuance. No Executive Warrants have been exercised as of June 30, 2022. A summary of all outstanding warrants for common stock as of June 30, 2022, were as follows (in thousands, except for strike price data): Number of Strike Price Expiration 2018 PIPE Warrants 8,354 $ 3.50 May 2023 SafeOp Surgical Merger Warrants 938 $ 3.50 May 2023 2018 Squadron Medical Warrants 845 $ 3.15 May 2027 2019 Squadron Medical Warrants 4,839 $ 2.17 May 2027 2020 Squadron Medical Warrants 1,076 $ 4.88 May 2027 Executive Warrants 1,327 $ 5.00 December 2022 Other (1) 121 $ 5.37 Various through February 2026 Total 17,500 (1) Weighted-average strike price. All outstanding warrants were deemed to qualify for equity classification under authoritative accounting guidance. |
Business Segment and Geographic
Business Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Business Segment and Geographic Information | 13. Business Segment and Geographic Information The Company operates in one segment based upon the Company’s organizational structure, the way in which the operations and investments are managed and evaluated by the chief operating decision maker (“CODM”) as well as the lack of available discrete financial information at a level lower than the consolidated level. The Company shares common, centralized support functions which report directly to the CODM and decision-making regarding the Company’s overall operating performance and allocation of Company resources is assessed on a consolidated basis. Net revenue and property and equipment, net, by geographic region were as follows (in thousands): Revenue Property and equipment, net Three Months Ended Six Months Ended June 30, December 31, (in thousands) 2022 2021 2022 2021 2022 2021 United States $ 77,884 $ 59,294 $ 143,415 $ 103,010 $ 94,929 $ 85,320 International 6,267 2,955 11,669 3,360 4,254 2,081 Total $ 84,151 $ 62,249 $ 155,084 $ 106,370 $ 99,183 $ 87,401 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. If applicable, diluted net loss per share attributable to common stockholders is calculated by dividing net loss available to common stockholders by the diluted weighted-average number of common shares outstanding for the period. The following table presents the computation of basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ ( 37,320 ) $ ( 38,205 ) $ ( 80,164 ) $ ( 61,108 ) Denominator: Weighted average common shares outstanding 102,849 98,541 101,422 92,912 Net loss per share, basic and diluted: $ ( 0.36 ) $ ( 0.39 ) $ ( 0.79 ) $ ( 0.66 ) The following potentially dilutive shares of common stock were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands): As of 2022 2021 Series A convertible preferred stock — 29 Options to purchase common stock and employee stock purchase plan 3,050 3,659 Unvested restricted stock unit awards 8,822 8,678 Warrants to purchase common stock 17,500 20,525 Senior convertible notes 17,246 — Total 46,618 32,891 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes To calculate its interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate, adjusted for discrete items arising in that quarter. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the estimated annual taxable income or loss for the year and projections of the proportion of income earned and taxed in foreign jurisdictions. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. The Company’s effective tax rate from continuing operations wa s ( 0.55 %) and ( 0.42 %) for the three and six months ended June 30, 2022 , respectively, and ( 0.11 %) and ( 0.12 %) for the three and six months ended June 30, 2021 , respectively. The Company’s effective tax rate differs from the federal statutory rate of 21 % in each period primarily due to the Company’s net loss position and valuation allowance. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions In November 2018, the Company entered into the Term Loan and Inventory Financing Agreement with certain affiliates of Squadron Capital, LLC (“Squadron”), including an inventory supplier (the “Squadron Supplier Affiliate”). The Term Loan was amended in March 2019, May 2020, and December 2020. On August 10, 2021, the Company terminated and repaid all obligations under the Term Loan and the Inventory Financing Agreement. For the three and six months ended June 30, 2022 , the Company purchased inventory in the amounts of $ 2.4 million and $ 4.8 million, respectively, from the Squadron Supplier Affiliate. For the three and six months ended June 30, 2021 , the Company purchased inventory in the amounts of $ 1.6 million and $ 3.9 million, respectively, from the Squadron Supplier Affiliate. As of June 30, 2022, and December 31, 2021, the Company had $ 1.7 million and $ 0.8 million, respectively, due to the Squadron Supplier Affiliate, for inventory purchases. Squadron was a lead investor in the Private Placement that was closed on March 1, 2021. David Pelizzon, President and Director of Squadron, currently serves on the Company’s Board of Directors. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment, goodwill, intangible assets, allowances for doubtful accounts, the valuation of share-based liabilities, deferred tax assets, inventory, stock-based compensation, revenues, income tax uncertainties, and other contingencies. |
Fair Value Measurements | Fair Value Measurements The carrying amount of financial instruments consisting of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and short-term debt included in the Company’s condensed consolidated financial statements are reasonable estimates of fair value due to their short maturities. Authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Excess and Obsolete Inventory | Excess and Obsolete Inventory Most of the Company’s inventory is comprised of finished goods, which is primarily produced by third-party suppliers. Specialized implants, fixation products, biologics, and disposables are determined by utilizing a standard cost method that includes capitalized variances which approximates the weighted average cost. Imaging equipment and related parts are valued at weighted average cost. Inventories are stated at the lower of cost or net realizable value. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and adjusts inventory to its net realizable value as necessary. The Company records a lower of cost or net realizable value (“LCNRV”) inventory reserve for estimated excess and obsolete inventory based upon its expected use of inventory on hand. The Company’s inventory, which consists primarily of specialized implants, fixation products, biologics, and disposables is at risk of obsolescence due to the need to maintain substantial levels of inventory. In order to market its products effectively and meet the demands of interoperative product placement, the Company maintains and provides surgeons and hospitals with a variety of inventory products and sizes. For each surgery, fewer than all components will be consumed. The need to maintain and provide a wide variety of inventory causes inventory to be held that is not likely to be used. The Company’s estimates and assumptions for excess and obsolete inventory are reviewed and updated on a quarterly basis. The estimates and assumptions are determined primarily based on current usage of inventory and the age of inventory quantities on hand. Additionally, the Company considers recent experience to develop assumptions about future demand for its products, while considering market conditions, product life cycles and new product launches. Increases in the LCNRV reserve for excess and obsolete inventory result in a corresponding charge to cost of sales. |
Revenue Recognition | Revenue Recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Revenue from Contracts with Customers (“Topic 606”), the Company recognizes revenue from sales of products and services when the customer obtains control of the promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The principles in Topic 606 are applied using 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 entity 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. Sales are derived primarily from the sale of spinal implant products to hospitals and medical centers through direct sales representatives and independent sales agents, and with the acquisition of EOS, includes imaging equipment and related services. Revenue is recognized when obligations under the terms of a contract with customers are satisfied, which occurs with the transfer of control of products to customers, either upon shipment of the product or delivery of the product to the customer depending on the shipping terms, or when the products are used in a surgical procedure (implanted in a patient). Revenue from the sale of imaging equipment is recognized as each distinct performance obligation is fulfilled and control transfers to the customer, beginning with shipment or delivery, depending on the terms. Revenue from other distinct performance obligations, such as maintenance on imaging equipment and other imaging related services, is recognized in the period the service is performed, and makes up less than 10 % of the Company’s total revenue. Revenue is measured based on the amount of consideration expected to be received in exchange for the transfer of the goods or services specified in the contract with each customer. In certain cases, the Company does offer the ability for customers to lease its imaging equipment primarily on a non-sales type basis, but such arrangements are immaterial to total revenue in the periods presented. The Company generally does not allow returns of products that have been delivered. Costs incurred by the Company associated with sales contracts with customers are deferred over the performance obligation period and recognized in the same period as the related revenue, except for contracts that complete within one year or less, in which case the associated costs are expensed as incurred. Payment terms for sales to customers may vary but are commensurate with the general business practices in the country of sale. To the extent that the transaction price includes variable consideration, such as discounts, rebates, and customer payment penalties, the Company estimates the amount of variable consideration that should be included in the transaction price. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available, including historical, current, and forecasted information and whether, in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company records a contract liability, or deferred revenue, when it has an obligation to provide a product or service to the customer and payment is received in advance of its performance. When the Company sells a product or service with a future performance obligation, revenue is deferred on the unfulfilled performance obligation and recognized over the related performance period. Generally, the Company does not have observable evidence of the standalone selling price related to its future service obligations; therefore, the Company estimates the selling price using an expected cost plus a margin approach. The transaction price is allocated using the relative standalone selling price method. The use of alternative estimates could result in a different amount of revenue deferral. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The guidance requires application of ASC 606, “Revenue from Contracts with Customers” to recognize and measure contract assets and contract liabilities acquired in a business combination. ASU No. 2021-08 adds an exception to the general recognition and measurement principle in ASC 805 where assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from contracts with customers, are measured at fair value on the acquisition date. Under the new guidance, the acquirer will recognize acquired contract assets and contract liabilities as if the acquirer had originated the contract. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company does not intend to early adopt the standard and is in the process of assessing the impact, if any, on its condensed consolidated financial statements and related disclosures. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Estimate of Fair Value of Purchase Consideration of Assets Acquired and Liabilities Assumed | The Company has completed its estimate of the fair value of the purchase consideration, the assets acquired, and the liabilities assumed. Accordingly, the Company has allocated the purchase consideration as follows : (in thousands) As of May 13, 2021 Cash paid for purchase of EOS shares at Change in Control Date $ 46,908 Cash paid for purchase of OCEANEs at Change in Control Date 19,620 Total cash paid at Change in Control Date 66,528 Fair value of investment in EOS Shares held prior to Change in Control Date 23,549 Fair value of investment in OCEANEs held prior to Change in Control Date 1,477 Total fair value of investment in EOS held prior to Change in Control Date 25,026 Fair value of noncontrolling interest acquired after Change in Control Date 8,454 $ 100,008 Cash and cash equivalents $ 16,778 Accounts receivable 9,083 Inventory 26,681 Other current assets 4,422 Property, plant and equipment, net 1,650 Deferred tax assets 536 Right-of-use assets 4,341 Goodwill 29,469 Definite-lived intangible assets: Developed technology 56,000 Customer relationships 9,500 Trade names 6,000 Other noncurrent assets 395 Contract liabilities 21,196 Long-term debt 15,297 Other liabilities assumed 28,354 Total identifiable net assets $ 100,008 |
Schedule of Unaudited Pro Forma Results | The unaudited pro forma results include IFRS to U.S. GAAP adjustments for EOS historical results and adjustments for accounting policy alignment, which were materially similar to the Company. Any differences in accounting policies were adjusted to reflect the accounting policies of the Company in the unaudited pro forma results presented. Three Months Ended Six Months Ended (in thousands, except per share amounts) 2022 2021 2022 2021 Total revenue $ 84,151 $ 64,077 $ 155,084 $ 115,064 Net loss ( 37,320 ) ( 40,016 ) ( 80,164 ) ( 61,215 ) Net loss per share, basic and diluted $ ( 0.36 ) $ ( 0.41 ) $ ( 0.79 ) $ ( 0.66 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis included the following as of June 30, 2022, and December 31, 2021 (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 75,043 — — $ 75,043 Total cash equivalents $ 75,043 — — $ 75,043 Liability classified equity award $ — — 1,061 $ 1,061 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 140,010 — — $ 140,010 Total cash equivalents $ 140,010 — — $ 140,010 Liability classified equity award $ — — 2,052 $ 2,052 |
Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table provides a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2022 (in thousands): Level 3 Balance at December 31, 2021 $ 2,052 Straight-line recognition of liability classified equity award 196 Change in fair value measurement 80 Balance at March 31, 2022 $ 2,328 Straight-line recognition of liability classified equity award 202 Change in fair value measurement ( 1,469 ) Balance at June 30, 2022 $ 1,061 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories reported at the lower of cost or net realizable value consist of the following (in thousands): June 30, December 31, Raw materials $ 14,726 $ 14,671 Work-in-process 5,336 5,712 Finished goods 82,734 71,320 Inventories $ 102,796 $ 91,703 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net consist of the following (in thousands, except as indicated): Useful lives June 30, December 31, Surgical instruments 4 $ 145,123 $ 130,432 Machinery and equipment 7 10,985 11,092 Computer equipment 3 5,500 5,694 Office furniture and equipment 5 4,316 3,861 Leasehold improvements various 3,404 1,754 Construction in progress n/a 14,591 7,292 183,919 160,125 Less: accumulated depreciation ( 84,736 ) ( 72,724 ) Property and equipment, net $ 99,183 $ 87,401 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of goodwill during the period ended June 30, 2022 included the following (in thousands): December 31, 2021 $ 39,689 Purchase price allocation adjustment 1,628 Foreign currency fluctuation ( 2,147 ) June 30, 2022 $ 39,170 |
Intangible Assets, Net | Intangible assets, net consist of the following (in thousands, except as indicated): Remaining Avg. Gross Accumulated Intangible June 30, 2022: (in years) Amount Amortization Assets, net Developed product technology 11 $ 72,740 $ ( 8,557 ) $ 64,183 Trademarks and trade names 9 5,298 ( 708 ) 4,590 Customer relationships 4 14,043 ( 6,031 ) 8,012 Distribution network 2 2,413 ( 1,940 ) 473 In-process research and development n/a 1,353 — 1,353 Total $ 95,847 $ ( 17,236 ) $ 78,611 Remaining Avg. Gross Accumulated Intangible December 31, 2021: (in years) Amount Amortization Assets, net Developed product technology 12 $ 74,543 $ ( 5,768 ) $ 68,775 Trademarks and trade names 10 5,732 ( 477 ) 5,255 Customer relationships 5 14,732 ( 5,264 ) 9,468 Distribution network 3 2,413 ( 1,840 ) 573 In-process research and development n/a 1,203 — 1,203 Total $ 98,623 $ ( 13,349 ) $ 85,274 |
Schedule of Intangible Assets, Future Expected Amortization Expense | Future amortization expense related to intangible assets is as follows (in thousands): Year Ending December 31, Remainder of 2022 $ 4,429 2023 8,859 2024 8,756 2025 8,171 2026 8,171 Thereafter 40,225 $ 78,611 |
Contract Liabilities (Tables)
Contract Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Contract with Customer, Liability [Abstract] | |
Schedule of Contract Liabilities | Contract liabilities consists of the following (in thousands): June 30, December 31, Contract liabilities $ 16,650 $ 18,151 Less: Non-current portion of contract liabilities ( 2,800 ) ( 2,896 ) Current portion of contract liabilities $ 13,850 $ 15,255 |
Opening and Closing Balances of Company's Contract Liabilities | The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): Balance at December 31, 2021 $ 18,151 Payments received 8,634 Revenue recognized ( 10,135 ) Balance at June 30, 2022 $ 16,650 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Outstanding Principal Amount and Carrying Value of Notes | The outstanding principal amount and carrying value of the 2026 Notes consist of the following (in thousands): June 30, Principal $ 316,250 Unamortized debt issuance costs ( 8,286 ) Net carrying value $ 307,964 |
Principal Payments on Debt | Principal payments remaining on the Company's debt are as follows as of June 30, 2022 (in thousands): Remainder of 2022 $ 1,207 2023 13,936 2024 1,500 2025 1,233 2026 317,483 Thereafter 590 Total 335,949 Less: debt discount ( 8,286 ) Total 327,663 Less: current portion of long-term debt ( 14,266 ) Long-term debt $ 313,397 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum annual lease payments | Future minimum annual lease payments for all operating leases of the Company are as follows as of June 30, 2022 (in thousands): Remainder of 2022 $ 2,193 2023 4,667 2024 4,782 2025 4,752 2026 4,857 Thereafter 18,014 Total undiscounted lease payments 39,265 Less: imputed interest ( 7,766 ) Operating lease liabilities 31,499 Less: current portion of operating lease liabilities ( 4,164 ) Operating lease liabilities, less current portion $ 27,335 |
Summary of Weighted-Average Remaining Lease Term and Discount Rate | The Company’s weighted average remaining lease term and weighted average discount rate as of June 30, 2022 and December 31, 2021 are as follows: June 30, December 31, Weighted-average remaining lease term (years) 8.2 8.6 Weighted-average discount rate 5.5 % 8.5 % |
Summary of Operating Leases | Information related to the Company’s operating leases is as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Rent expense $ 1,091 $ 1,119 $ 2,247 $ 2,202 Cash paid for amounts included in measurement of lease liabilities $ 1,129 $ 495 $ 2,151 $ 875 |
Orthotec Settlement (Tables)
Orthotec Settlement (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of Net Settlement Obligation | A reconciliation of the total net settlement obligation is as follows (in thousands): June 30, December 31, Litigation settlement obligation - short-term portion $ 4,400 $ 4,400 Litigation settlement obligation - long-term portion 1,865 3,587 Total 6,265 7,987 Future imputed interest 254 478 Total settlement obligation, net $ 6,519 $ 8,465 |
Stock-Benefit Plans and Equit_2
Stock-Benefit Plans and Equity Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Total Stock Based Compensation | The Company has stock-based compensation plans under which it grants stock options, RSUs, and PRSUs to officers, directors and third parties. Total stock-based compensation for the periods presented were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Cost of sales $ 449 $ 235 $ 705 $ 330 Research and development 1,362 664 2,334 1,162 Sales, general and administrative 7,392 10,597 16,348 14,478 Total $ 9,203 $ 11,496 $ 19,387 $ 15,970 |
Schedule of Assumptions used to Estimate Fair Value of Stock Options Granted and Stock Purchase Rights under ESPP | The Company estimates the fair value of shares issued to employees under the ESPP using the Black-Scholes option-pricing model. The assumptions used to estimate the fair value of stock options granted and stock purchase rights under the ESPP are as follows: Three and Six Months Ended June 30, 2022 2021 Risk-free interest rate 0.07 % - 1.54 % 0.04 % - 0.10 % Expected dividend yield — — Expected term (years) 0.50 0.50 Volatility 50.29 % - 64.53 % 49.98 % - 78.51 % |
Summary of All Outstanding Warrants for Common Stock | A summary of all outstanding warrants for common stock as of June 30, 2022, were as follows (in thousands, except for strike price data): Number of Strike Price Expiration 2018 PIPE Warrants 8,354 $ 3.50 May 2023 SafeOp Surgical Merger Warrants 938 $ 3.50 May 2023 2018 Squadron Medical Warrants 845 $ 3.15 May 2027 2019 Squadron Medical Warrants 4,839 $ 2.17 May 2027 2020 Squadron Medical Warrants 1,076 $ 4.88 May 2027 Executive Warrants 1,327 $ 5.00 December 2022 Other (1) 121 $ 5.37 Various through February 2026 Total 17,500 (1) Weighted-average strike price. |
Business Segment and Geograph_2
Business Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenue and Property, and Equipment, Net, by Geographic Region | Net revenue and property and equipment, net, by geographic region were as follows (in thousands): Revenue Property and equipment, net Three Months Ended Six Months Ended June 30, December 31, (in thousands) 2022 2021 2022 2021 2022 2021 United States $ 77,884 $ 59,294 $ 143,415 $ 103,010 $ 94,929 $ 85,320 International 6,267 2,955 11,669 3,360 4,254 2,081 Total $ 84,151 $ 62,249 $ 155,084 $ 106,370 $ 99,183 $ 87,401 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table presents the computation of basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ ( 37,320 ) $ ( 38,205 ) $ ( 80,164 ) $ ( 61,108 ) Denominator: Weighted average common shares outstanding 102,849 98,541 101,422 92,912 Net loss per share, basic and diluted: $ ( 0.36 ) $ ( 0.39 ) $ ( 0.79 ) $ ( 0.66 ) |
Anti-Dilutive Securities of Common Stock Excluded from Calculation of Diluted Net Loss Per Share | The following potentially dilutive shares of common stock were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands): As of 2022 2021 Series A convertible preferred stock — 29 Options to purchase common stock and employee stock purchase plan 3,050 3,659 Unvested restricted stock unit awards 8,822 8,678 Warrants to purchase common stock 17,500 20,525 Senior convertible notes 17,246 — Total 46,618 32,891 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Maximum | |
Significant Accounting Policies [Line Items] | |
Percentage of revenue from other distinct performance obligations of total revenue | 10% |
Business Combination - Addition
Business Combination - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 02, 2021 USD ($) | May 17, 2021 USD ($) | May 13, 2021 USD ($) | May 12, 2021 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 16, 2020 € / shares | |
Business Acquisition [Line Items] | |||||||||||
Increase in goodwill due to purchase accounting adjustments | $ 1,628 | ||||||||||
Amortization of acquired intangible assets | $ 2,177 | $ 1,208 | 4,407 | $ 1,380 | |||||||
Transaction-related expenses | 4,771 | 120 | 5,783 | ||||||||
Net loss | $ (37,320) | $ (42,844) | (38,205) | $ (22,903) | $ (80,164) | (61,108) | |||||
EOS Imaging S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | $ 100,008 | ||||||||||
Purchase price in cash | 66,528 | ||||||||||
Amortization of acquired intangible assets | 2,000 | 3,800 | |||||||||
Transaction-related expenses | 5,100 | 7,400 | |||||||||
Revenue | 6,100 | 6,100 | |||||||||
Net loss | (7,200) | (7,200) | |||||||||
EOS Imaging S.A. | Technology-Based Intangible Assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets acquired amortized on a straight-line basis over useful lives | 10 years | ||||||||||
EOS Imaging S.A. | Trade Name Related Intangible Assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets acquired amortized on a straight-line basis over useful lives | 10 years | ||||||||||
EOS Imaging S.A. | Customer Related Intangible Assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets acquired amortized on a straight-line basis over useful lives | 7 years | ||||||||||
EOS Imaging S.A. | EOS Share | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price in cash | 46,908 | ||||||||||
EOS Imaging S.A. | OCEANEs | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price in cash | 19,620 | ||||||||||
Transaction Related Expenses | EOS Imaging S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Transaction-related expenses | $ 4,800 | $ 5,800 | |||||||||
Tender Offer Agreement | EOS Imaging S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Share price | € / shares | € 0.01 | ||||||||||
Purchase price | $ 100,000 | $ 8,500 | $ 66,500 | ||||||||
Purchase price in cash | $ 25,000 | ||||||||||
Ownership percentage on share capital and voting rights | 80% | ||||||||||
Tender Offer Agreement | EOS Imaging S.A. | EOS Share | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Tender offer price | € / shares | 2.45 | ||||||||||
Business acquisition ownership percentage acquired | 100% | 59% | |||||||||
Ownership percentage on share capital prior to change in control period | 30% | ||||||||||
Ownership percentage on share capital after change in control date | 89% | ||||||||||
Tender Offer Agreement | EOS Imaging S.A. | OCEANEs | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Tender offer price | € / shares | € 7.01 | ||||||||||
Business acquisition ownership percentage acquired | 57% | 53% | |||||||||
Ownership percentage on share capital prior to change in control period | 4% | ||||||||||
Ownership percentage on share capital after change in control date | 57% |
Business Combination - Schedule
Business Combination - Schedule of Estimate of Fair Value of Purchase Consideration of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | May 13, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 39,170 | $ 39,689 | |
EOS Imaging S.A. | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 100,008 | ||
Cash and cash equivalents | 16,778 | ||
Accounts receivable | 9,083 | ||
Inventory | 26,681 | ||
Other current assets | 4,422 | ||
Property, plant and equipment, net | 1,650 | ||
Deferred tax assets | 536 | ||
Right-of-use assets | 4,341 | ||
Goodwill | 29,469 | ||
Definite-lived intangible assets: | |||
Other noncurrent assets | 395 | ||
Contract liabilities | 21,196 | ||
Long-term debt | 15,297 | ||
Other liabilities assumed | 28,354 | ||
Total identifiable net assets | 100,008 | ||
Total cash paid at Change in Control Date | 66,528 | ||
Total fair value of investment in EOS held prior to Change in Control Date | 25,026 | ||
Fair value of noncontrolling interest acquired after Change in Control Date | 8,454 | ||
EOS Imaging S.A. | EOS Share | |||
Definite-lived intangible assets: | |||
Total cash paid at Change in Control Date | 46,908 | ||
Total fair value of investment in EOS held prior to Change in Control Date | 23,549 | ||
EOS Imaging S.A. | OCEANEs | |||
Definite-lived intangible assets: | |||
Total cash paid at Change in Control Date | 19,620 | ||
Total fair value of investment in EOS held prior to Change in Control Date | 1,477 | ||
EOS Imaging S.A. | Developed product technology | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets: | 56,000 | ||
EOS Imaging S.A. | Customer Relationships | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets: | 9,500 | ||
EOS Imaging S.A. | Trade Name Related Intangible Assets | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets: | $ 6,000 |
Business Combination - Summary
Business Combination - Summary of Unaudited Proforma Results (Details) - EOS Imaging S.A. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Total revenue | $ 84,151 | $ 64,077 | $ 155,084 | $ 115,064 |
Net loss | $ (37,320) | $ (40,016) | $ (80,164) | $ (61,215) |
Net loss per share, basic and diluted | $ (0.36) | $ (0.41) | $ (0.79) | $ (0.66) |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on a recurring basis | $ 75,043 | $ 140,010 |
Liability Classified Equity Award | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value on a recurring basis | 1,061 | 2,052 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on a recurring basis | 75,043 | 140,010 |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on a recurring basis | 75,043 | 140,010 |
Fair Value, Inputs, Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on a recurring basis | 75,043 | 140,010 |
Fair value, inputs, level 3 | Liability Classified Equity Award | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value on a recurring basis | $ 1,061 | $ 2,052 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair value, inputs, level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of the cash settled award | $ 1.4 | |
Fair Value, Inputs, Level 1 | OCEANE Convertible Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | 13 | $ 14.1 |
Fair Value, Inputs, Level 1 | 2026 Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | $ 247.1 | $ 308.1 |
Debt maturity year | 2026 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Details) - Fair value, inputs, level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 2,328 | $ 2,052 |
Straight-line recognition of liability classified equity award | 202 | 196 |
Change in fair value measurement | (1,469) | 80 |
Ending balance | $ 1,061 | $ 2,328 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 14,726 | $ 14,671 |
Work-in-process | 5,336 | 5,712 |
Finished goods | 82,734 | 71,320 |
Inventories | $ 102,796 | $ 91,703 |
Property and Equipment, net - P
Property and Equipment, net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 183,919 | $ 160,125 |
Less: accumulated depreciation and amortization | (84,736) | (72,724) |
Property and equipment, net | $ 99,183 | 87,401 |
Surgical instruments | ||
Property Plant And Equipment [Line Items] | ||
Useful life (in years) | 4 years | |
Property and equipment, gross | $ 145,123 | 130,432 |
Machinery and equipment | ||
Property Plant And Equipment [Line Items] | ||
Useful life (in years) | 7 years | |
Property and equipment, gross | $ 10,985 | 11,092 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Useful life (in years) | 3 years | |
Property and equipment, gross | $ 5,500 | 5,694 |
Office furniture and equipment | ||
Property Plant And Equipment [Line Items] | ||
Useful life (in years) | 5 years | |
Property and equipment, gross | $ 4,316 | 3,861 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Useful lives | various | |
Property and equipment, gross | $ 3,404 | 1,754 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 14,591 | $ 7,292 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 7.5 | $ 5 | $ 14.6 | $ 8.4 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
December 31, 2021 | $ 39,689 |
Purchase price allocation adjustment | 1,628 |
Foreign currency fluctuation | (2,147) |
June 30, 2022 | $ 39,170 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 95,847 | $ 98,623 |
Accumulated Amortization | (17,236) | (13,349) |
Intangible Assets, net | $ 78,611 | $ 85,274 |
Developed product technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets acquired amortized on a straight-line basis over useful lives | 11 years | 12 years |
Gross Amount | $ 72,740 | $ 74,543 |
Accumulated Amortization | (8,557) | (5,768) |
Intangible Assets, net | $ 64,183 | $ 68,775 |
Trademarks and trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets acquired amortized on a straight-line basis over useful lives | 9 years | 10 years |
Gross Amount | $ 5,298 | $ 5,732 |
Accumulated Amortization | (708) | (477) |
Intangible Assets, net | $ 4,590 | $ 5,255 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets acquired amortized on a straight-line basis over useful lives | 4 years | 5 years |
Gross Amount | $ 14,043 | $ 14,732 |
Accumulated Amortization | (6,031) | (5,264) |
Intangible Assets, net | $ 8,012 | $ 9,468 |
Distribution network | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets acquired amortized on a straight-line basis over useful lives | 2 years | 3 years |
Gross Amount | $ 2,413 | $ 2,413 |
Accumulated Amortization | (1,940) | (1,840) |
Intangible Assets, net | 473 | 573 |
In process research and development | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 1,353 | 1,203 |
Intangible Assets, net | $ 1,353 | $ 1,203 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 2.2 | $ 1.5 | $ 4.4 | $ 1.9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Intangible Assets, Future Expected Amortization Expense (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 4,429 |
2023 | 8,859 |
2024 | 8,756 |
2025 | 8,171 |
2026 | 8,171 |
Thereafter | 40,225 |
Total | $ 78,611 |
Contract Liability - Schedule o
Contract Liability - Schedule of Contract Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Contract with Customer, Liability [Abstract] | ||
Contract liabilities | $ 16,650 | $ 18,151 |
Less: Non-current portion of contract liabilities | (2,800) | (2,896) |
Current portion of contract liabilities | $ 13,850 | $ 15,255 |
Contract Liability - Additional
Contract Liability - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Contract with Customer, Liability [Abstract] | ||||
Revenue from contract liabilities | $ 5,800 | $ 3,400 | $ 10,135 | $ 3,400 |
Contract Liability - Opening an
Contract Liability - Opening and Closing Balances of Company's Contract Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Contract with Customer, Liability [Abstract] | ||||
Balance at December 31, 2021 | $ 18,151 | |||
Payments received | 8,634 | |||
Revenue recognized | $ (5,800) | $ (3,400) | (10,135) | $ (3,400) |
Balance at June 30, 2022 | $ 16,650 | $ 16,650 |
Debt - 0.75% Senior Convertible
Debt - 0.75% Senior Convertible Notes due 2026 (Details) - 0.75% Senior Convertible Notes due 2026 | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Aug. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) Days | |
Line Of Credit Facility [Line Items] | |||
Aggregate principal amount of debt | $ 316,300,000 | ||
Interest rate | 0.75% | ||
Debt instrument, maturity date | Aug. 01, 2026 | ||
Debt instrument, frequency of periodic payment | semi-annually | ||
Debt instrument, Date of first payment | Feb. 01, 2022 | ||
Net proceeds | $ 306,200,000 | ||
Payment terms | Interest on the 2026 Notes is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2022. | ||
Debt instrument covenant description | The 2026 Notes do not contain any financial covenants | ||
Initial conversion rate | shares | 54.5316 | ||
Debt instrument converted principal amount | $ 1,000 | ||
Conversion price per share | $ / shares | $ 18.34 | ||
Consecutive trading days | Days | 30 | ||
Threshold percentage of par value trigger | 130% | 98% | |
Number of conversion price, consecutive business days | Days | 5 | ||
Number of conversion price, consecutive trading days | Days | 10 | ||
Debt instrument converted principal amount | $ 1,000,000 | ||
Debt conversion start date | Feb. 02, 2026 | ||
Convertible notes redemption start date | Aug. 06, 2024 | ||
Convertible notes, redemption price percentage | 100% | ||
Principal payments due | $ 0 | ||
Effective interest rate | 1.40% | 1.40% | |
Interest expenses | $ 1,100,000 | $ 2,200,000 | |
Amortization of debt issuance costs | $ 500,000 | $ 1,000,000 | |
Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Threshold trading days | Days | 20 | ||
Maximum | |||
Line Of Credit Facility [Line Items] | |||
Threshold percentage of par value trigger | 130% |
Debt - Outstanding Principal Am
Debt - Outstanding Principal Amount and Carrying Value of Notes (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 335,949 |
Net carrying value | 327,663 |
2026 Notes | |
Debt Instrument [Line Items] | |
Principal | 316,250 |
Unamortized debt issuance costs | (8,286) |
Net carrying value | $ 307,964 |
Debt - Capped Call Transactions
Debt - Capped Call Transactions (Details) - 0.75% Senior Convertible Notes due 2026 - Capped Call Transactions $ in Millions | Aug. 05, 2021 USD ($) $ / shares |
Debt Instrument [Line Items] | |
Initial cap price | $ / shares | 27.68 |
Percentage of premium over last reported sale price of common stock | 100% |
Cost of capped call transactions | $ 39.9 |
Reduction to additional paid-in capital | $ 39.9 |
Debt - OCEANE Convertible Bonds
Debt - OCEANE Convertible Bonds (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 20, 2021 Days | May 31, 2018 USD ($) ConvertibleBond shares | May 31, 2018 EUR (€) ConvertibleBond shares | Jul. 31, 2021 USD ($) shares | Jul. 31, 2021 EUR (€) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 EUR (€) | May 31, 2018 EUR (€) shares | |
Debt Instrument [Line Items] | |||||||||||
Carrying value of OCEANEs | $ | $ 335,949 | $ 335,949 | |||||||||
OCEANE Convertible Bonds | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument redemption | 25,971 | 25,971 | |||||||||
Debt instrument redemption amount | $ 200 | € 0.2 | |||||||||
Carrying value of OCEANEs | 13,000 | $ 13,000 | € 12.5 | ||||||||
OCEANE Convertible Bonds | EOS Imaging S.A. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of OCEANE convertible bonds issued | ConvertibleBond | 4,344,651 | 4,344,651 | |||||||||
Aggregate gross proceeds | $ 34,300 | € 29.5 | |||||||||
Interest rate | 6% | 6% | |||||||||
Payment terms | The OCEANEs are unsecured obligations of EOS, rank equally with all other unsecured and unsubordinated obligations of EOS, and pay interest at a rate equal to 6% per year, payable semiannually in arrears on May 31 and November 30 of each year, beginning November 30, 2018 | ||||||||||
Debt instrument, frequency of periodic payment | semiannually | semiannually | |||||||||
Debt instrument, Date of first payment | Nov. 30, 2018 | Nov. 30, 2018 | |||||||||
Debt instrument, maturity date | May 31, 2023 | May 31, 2023 | |||||||||
Interest expense | $ | $ 200 | $ 100 | $ 400 | $ 100 | |||||||
Debt instrument purchased | 2,486,135 | 2,486,135 | |||||||||
Debt instrument outstanding | 1,858,516 | 1,858,516 | |||||||||
Aggregate principal amount of debt | $ 15,300 | € 12.6 | |||||||||
Initial conversion rate | 1 | 1 | |||||||||
Threshold percentage of par value trigger | 150% | ||||||||||
Consecutive trading days | Days | 40 | ||||||||||
Threshold percentage of debt instrument outstanding | 15% | ||||||||||
OCEANE Convertible Bonds | EOS Imaging S.A. | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consecutive trading days | Days | 20 |
Debt - Other Debt Agreements (D
Debt - Other Debt Agreements (Details) - EOS Imaging S.A. $ in Millions | 1 Months Ended | 4 Months Ended | 6 Months Ended | |
Feb. 28, 2022 | Apr. 30, 2021 EUR (€) Agreement | Jun. 30, 2022 EUR (€) | Jun. 30, 2022 USD ($) | |
Line Of Credit Facility [Line Items] | ||||
Number of loan agreements | Agreement | 2 | |||
Debt instrument term | 12 months | 12 months | ||
Percentage of principal state guaranteed | 90% | |||
Percentage of cost of state guaranty | 0.25% | |||
Debt instrument interest-free rate amount | € 3,300,000 | |||
Effective interest rate | 1.75% | |||
Debt instrument interest rate amount | € 1,500,000 | |||
Line of credit facility description | The loan capital and loan guaranty costs are payable in full at the end of the 12-month term or the loan may be extended up to 5 additional years. If the Company chooses to extend the debt, the election must be made by the Company between months 8 and 11 of the 12-month term. | |||
Line of credit facility extension description | The extension will carry an interest rate at the banks’ refinancing cost, to be applied from year 2 to year 6 and an increased state guaranty cost (50 to 200 bps, as per a scale with company size and extension year). | |||
Debt instrument, extended maturity year | 2027 | |||
Loan One | ||||
Line Of Credit Facility [Line Items] | ||||
Outstanding loan obligation | € 3,300,000 | $ 3.4 | ||
Weighted average interest rate on loan | 0.98% | 0.98% | ||
Percentage of weighted average cost of state guaranty | 0.69% | |||
Loan Two | ||||
Line Of Credit Facility [Line Items] | ||||
Outstanding loan obligation | € 1,500,000 | $ 1.5 | ||
Weighted average interest rate on loan | 1.25% | 1.25% | ||
Percentage of weighted average cost of state guaranty | 1% | |||
Maximum | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument loan extended additional period | 5 years |
Debt - Principal Payments on De
Debt - Principal Payments on Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2022 | $ 1,207 | |
2023 | 13,936 | |
2024 | 1,500 | |
2025 | 1,233 | |
2026 | 317,483 | |
Thereafter | 590 | |
Total | 335,949 | |
Less: debt discount | (8,286) | |
Net carrying value | 327,663 | |
Less: current portion of long-term debt | (14,266) | |
Long-term debt | $ 313,397 | $ 326,489 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 6 Months Ended | ||||
May 13, 2021 USD ($) | Apr. 09, 2021 USD ($) ft² | Dec. 04, 2019 USD ($) ft² | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | |||||
Lessee operating lease, description | Company recognizes right-of-use assets (“ROU assets”) and lease liabilities for office buildings and certain equipment with lease terms of 1 year to 10 years, some of which include options to extend and/or terminate the leases. Any short-term leases defined as twelve months or less or month-to-month leases were excluded and continue to be expensed each month. Total costs associated with these short-term leases is immaterial to all periods presented. | ||||
Right-of-use assets | $ 28,116 | $ 25,283 | |||
Lease Liability | 31,499 | ||||
Remaining minimum purchase commitment | $ 28,900 | ||||
EOS Imaging S.A. | |||||
Loss Contingencies [Line Items] | |||||
Operating lease term | 10 years | ||||
Lease Liability | $ 1,600 | ||||
Lease commencement year | 2019 | ||||
Lease termination date | 2028-09 | ||||
Base rent | $ 600 | ||||
Building lease | |||||
Loss Contingencies [Line Items] | |||||
Operating lease term | 7 years | 10 years | |||
Area for facility of office, engineering and research and development space | ft² | 75,643 | 121,541 | |||
Lease agreement commencement date | May 01, 2021 | Feb. 01, 2021 | |||
Lease agreement expiry date | May 01, 2028 | Jan. 31, 2031 | |||
Lease renewal term | 236 months | 260 months | |||
Right-of-use assets | $ 1,700 | $ 21,100 | |||
Lease Liability | $ 4,300 | $ 21,500 | |||
Beginning and end of abatement period | full abatement during months two through ten | ||||
Annual increase in base rent | 3% | 3% | |||
Building lease | First year | |||||
Loss Contingencies [Line Items] | |||||
Lease base rent payment per month | $ 200 | ||||
Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease term | 1 year | ||||
Minimum [Member] | Building lease | First year | |||||
Loss Contingencies [Line Items] | |||||
Abatement period | 2 months | ||||
Maximum | |||||
Loss Contingencies [Line Items] | |||||
Operating lease term | 10 years | ||||
Maximum | Building lease | First year | |||||
Loss Contingencies [Line Items] | |||||
Abatement period | 10 months |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Annual Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2022 | $ 2,193 | |
2023 | 4,667 | |
2024 | 4,782 | |
2025 | 4,752 | |
2026 | 4,857 | |
Thereafter | 18,014 | |
Total undiscounted lease payments | 39,265 | |
Less: imputed interest | (7,766) | |
Operating lease liabilities | 31,499 | |
Less: current portion of operating lease liabilities | (4,164) | $ (4,212) |
Operating lease liabilities, less current portion | $ 27,335 | $ 24,383 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Weighted-Average Remaining Lease Term and Discount Rate (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term (years) | 8 years 2 months 12 days | 8 years 7 months 6 days |
Weighted-average discount rate | 5.50% | 8.50% |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 1,091 | $ 1,119 | $ 2,247 | $ 2,202 |
Cash paid for amounts included in measurement of lease liabilities | $ 1,129 | $ 495 | $ 2,151 | $ 875 |
Orthotec Settlement - Additiona
Orthotec Settlement - Additional Information (Details) - Orthotec LLC, litigation settlement $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Oct. 01, 2014 USD ($) | Aug. 13, 2014 USD ($) Installment | Sep. 30, 2014 USD ($) | Apr. 30, 2014 USD ($) | Mar. 31, 2014 USD ($) | Jun. 30, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Judgment assessed by court for (against) company | $ 49,000 | |||||
Payments of settlement | $ 15,750 | $ 1,750 | $ 51,200 | |||
Number of quarterly installments | Installment | 28 | |||||
Litigation settlement interest, quarterly installments, amount | $ 1,100 | |||||
Litigation settlement, final installment amount | 700 | |||||
Litigation settlement, remaining outstanding balance including interest | $ 6,500 | |||||
HealthpointCapital, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Contribution amount to be paid by other party | $ 5,000 | |||||
Beginning Fourth Quarter of 2014 | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement, full amount to be paid in quarterly installments | $ 31,500 | |||||
Litigation settlement interest, quarterly installments, amount | $ 1,100 | |||||
Litigation settlement interest rate | 7% | |||||
Litigation settlement payments, quarterly payment amount | $ 1,100 | |||||
Final Installment | ||||||
Loss Contingencies [Line Items] | ||||||
Number of quarterly installments | Installment | 1 |
Orthotec Settlement - Schedule
Orthotec Settlement - Schedule of Reconciliation of Total Net Settlement Obligation (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation settlement obligation - short-term portion | $ 4,400 | $ 4,400 |
Litigation settlement obligation - long-term portion | 1,865 | 3,587 |
Total | 6,265 | 7,987 |
Future imputed interest | 254 | 478 |
Total settlement obligation, net | $ 6,519 | $ 8,465 |
Stock-Benefit Plans and Equit_3
Stock-Benefit Plans and Equity Transactions - Summary of Total Stock Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 9,203 | $ 11,496 | $ 19,387 | $ 15,970 |
Cost of Sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 449 | 235 | 705 | 330 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 1,362 | 664 | 2,334 | 1,162 |
Sales, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 7,392 | $ 10,597 | $ 16,348 | $ 14,478 |
Stock-Benefit Plans and Equit_4
Stock-Benefit Plans and Equity Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2017 | May 31, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants outstanding | 17,500,000 | 17,500,000 | |||||||
Stock-based compensation | $ 19,387 | $ 15,970 | |||||||
Mr. Miles | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrant expiration period | 5 years | ||||||||
Number of warrants exercised | 0 | ||||||||
Number of warrants issued (in shares) | 1,327,000 | 1,327,000 | |||||||
Exercise price of warrants | $ 5 | $ 5 | |||||||
Stock-based compensation | $ 1,400 | ||||||||
Safe Op Surgical Inc | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrant expiration period | 5 years | ||||||||
Proceeds from exercise of warrant | $ 100 | ||||||||
Number of warrants exercised | 257,000 | 0 | 257,000 | 970,000 | |||||
Warrants outstanding | 938,000 | 938,000 | |||||||
Number of warrants issued (in shares) | 2,200,000 | 2,200,000 | |||||||
Exercise price of warrants | $ 3.50 | $ 3.50 | |||||||
2017 PIPE Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrant expiration period | 5 years | ||||||||
Proceeds from exercise of warrant | $ 2,700 | $ 800 | $ 3,500 | $ 1,000 | |||||
Number of warrants exercised | 1,887,000 | 375,000 | 2,312,000 | 520,000 | |||||
Warrants outstanding | 0 | 0 | |||||||
2018 Common Stock Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrant expiration period | 5 years | ||||||||
Proceeds from exercise of warrant | $ 1,000 | $ 400 | $ 1,300 | ||||||
Number of warrants exercised | 0 | 693,000 | 126,000 | 2,841,000 | |||||
Warrants outstanding | 8,354,000 | 8,354,000 | |||||||
Exercise price of warrants | $ 3.50 | $ 3.50 | |||||||
Squadron Medical | Participant Lender | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of warrants exercised | 0 | ||||||||
Warrants outstanding | 6,760,000 | ||||||||
Number of warrants issued (in shares) | 1,076,000 | 4,839,000 | 845,000 | ||||||
Exercise price of warrants | $ 4.88 | $ 2.17 | $ 3.15 | ||||||
Warrants And Rights Outstanding Maturity Date | May 29, 2027 | ||||||||
RSU's and PRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unamortized compensation expense | $ 53,300 | $ 53,300 | |||||||
Unamortized compensation expense to be recognized over weighted average period | 1 year 9 months 18 days | ||||||||
Shares of common stock issued before net settlement | 1,310,000 | 1,605,000 | 2,540,000 | 2,078,000 | |||||
ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued under ESPP | 222,000 | 112,000 | 222,000 | 112,000 |
Stock-Benefit Plans and Equit_5
Stock-Benefit Plans and Equity Transactions - Schedule of Assumptions used to Estimate Fair Value of Stock Options Granted and Stock Purchase Rights under ESPP (Details) - ESPP | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate, minimum | 0.07% | 0.04% | 0.07% | 0.04% |
Risk-free interest rate, maximum | 1.54% | 0.10% | 1.54% | 0.10% |
Expected term (years) | 6 months | 6 months | 6 months | 6 months |
Volatility, minimum | 50.29% | 49.98% | 50.29% | 49.98% |
Volatility, maximum | 64.53% | 78.51% | 64.53% | 78.51% |
Stock-Benefit Plans and Equit_6
Stock-Benefit Plans and Equity Transactions - Summary of All Outstanding Warrants for Common Stock (Details) | 6 Months Ended | |
Jun. 30, 2022 $ / shares shares | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 17,500,000 | |
2018 PIPE Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 8,354,000 | |
Strike Price | $ / shares | $ 3.50 | |
Expiration | May 2023 | |
SafeOp Surgical Merger Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 938,000 | |
Strike Price | $ / shares | $ 3.50 | |
Expiration | May 2023 | |
2018 Squadron Medical Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 845,000 | |
Strike Price | $ / shares | $ 3.15 | |
Expiration | May 2027 | |
2019 Squadron Medical Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 4,839,000 | |
Strike Price | $ / shares | $ 2.17 | |
Expiration | May 2027 | |
2020 Squadron Medical Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 1,076,000 | |
Strike Price | $ / shares | $ 4.88 | |
Expiration | May 2027 | |
Executive Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 1,327,000 | |
Strike Price | $ / shares | $ 5 | |
Expiration | December 2022 | |
Other Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 121,000 | [1] |
Strike Price | $ / shares | $ 5.37 | [1] |
Expiration | Various through February 2026 | [1] |
[1] Weighted-average strike price. |
Business Segment and Geograph_3
Business Segment and Geographic Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Business Segment and Geograph_4
Business Segment and Geographic Information - Schedule of Net Revenue and Property, and Equipment, Net, by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | $ 84,151 | $ 62,249 | $ 155,084 | $ 106,370 | |
Property and equipment, net | 99,183 | 99,183 | $ 87,401 | ||
United States | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | 77,884 | 59,294 | 143,415 | 103,010 | |
Property and equipment, net | 94,929 | 94,929 | 85,320 | ||
International | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | 6,267 | $ 2,955 | 11,669 | $ 3,360 | |
Property and equipment, net | $ 4,254 | $ 4,254 | $ 2,081 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss | $ (37,320) | $ (38,205) | $ (80,164) | $ (61,108) |
Denominator: | ||||
Weighted average shares outstanding, basic | 102,849 | 98,541 | 101,422 | 92,912 |
Weighted average shares outstanding, diluted | 102,849 | 98,541 | 101,422 | 92,912 |
Net loss per share, basic: | $ (0.36) | $ (0.39) | $ (0.79) | $ (0.66) |
Net loss per share, diluted: | $ (0.36) | $ (0.39) | $ (0.79) | $ (0.66) |
Net Loss Per Share - Anti-Dilut
Net Loss Per Share - Anti-Dilutive Securities of Common Stock Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per share (in shares) | 46,618 | 32,891 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per share (in shares) | 29 | |
Options to purchase common stock and employee stock purchase plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per share (in shares) | 3,050 | 3,659 |
Unvested restricted stock unit awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per share (in shares) | 8,822 | 8,678 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per share (in shares) | 17,500 | 20,525 |
Senior Convertible Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per share (in shares) | 17,246 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate from continuing operations | (0.55%) | (0.11%) | (0.42%) | (0.12%) |
Federal statutory income tax rate | 21% | 21% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Squadron Supplier Affiliate - Inventory Financing Agreement - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Purchased inventory from related party | $ 2.4 | $ 1.6 | $ 4.8 | $ 3.9 | |
Due to affiliate for inventory purchases | $ 1.7 | $ 1.7 | $ 0.8 |