Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 19, 2024 | Jun. 30, 2023 | |
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-K | ||
Trading Symbol | ATEC | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 137,979,126 | ||
Entity Public Float | $ 1.6 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | 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 Annual 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 $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | New York, New York, United States | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in Part III of this Annual Report on Form 10-K is incorporated from the Registrant’s Proxy Statement for the 2024 Annual Meeting of Stockholders. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 220,970 | $ 84,696 |
Accounts receivable, net of allowances of $910 and $679, respectively | 72,613 | 60,060 |
Inventories | 136,842 | 101,521 |
Prepaid expenses and other current assets | 20,666 | 9,357 |
Total current assets | 451,091 | 255,634 |
Property and equipment, net | 149,835 | 101,952 |
Right-of-use assets | 26,410 | 28,360 |
Goodwill | 73,003 | 47,367 |
Intangible assets, net | 102,451 | 82,781 |
Other assets | 2,418 | 4,874 |
Total assets | 805,208 | 520,968 |
Current liabilities: | ||
Accounts payable | 48,985 | 34,742 |
Accrued expenses and other current liabilities | 87,712 | 72,382 |
Contract liabilities | 13,910 | 11,956 |
Short-term debt | 1,808 | 14,948 |
Current portion of operating lease liabilities | 5,159 | 4,842 |
Total current liabilities | 157,574 | 138,870 |
Long-term debt | 511,035 | 349,511 |
Operating lease liabilities, less current portion | 23,677 | 26,562 |
Other long-term liabilities | 11,203 | 17,089 |
Redeemable preferred stock, $0.0001 par value; 20,000 shares authorized, and 3,319 shares issued and outstanding at December 31, 2023 and 2022 | 23,603 | 23,603 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity (deficit): | ||
Series A convertible preferred stock, $0.0001 par value; 15 shares authorized, and 0 shares issued and outstanding at December 31, 2023 and 2022 | ||
Common stock, $0.0001 par value; 200,000 authorized; 139,257 shares issued and 139,245 outstanding at December 31, 2023, and 106,673 shares issued and 106,640 shares outstanding at December 31, 2022 | 14 | 11 |
Treasury stock, 1,808 shares at December 31, 2023 and December 31, 2022 | (25,097) | (25,097) |
Additional paid-in capital | 1,230,484 | 933,537 |
Accumulated other comprehensive loss | (8,323) | (10,794) |
Accumulated deficit | (1,118,962) | (932,324) |
Total stockholders' equity (deficit) | 78,116 | (34,667) |
Total liabilities and stockholders' equity (deficit) | 805,208 | $ 520,968 |
Series A Convertible Preferred Stock | ||
Stockholders' equity (deficit): | ||
Series A convertible preferred stock, $0.0001 par value; 15 shares authorized, and 0 shares issued and outstanding at December 31, 2023 and 2022 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, net of allowances | $ 910 | $ 679 |
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 | 139,257,000 | 106,673,000 |
Common stock, shares outstanding | 139,245,000 | 106,640,000 |
Treasury stock, shares | 1,808,000 | 1,808,000 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 15,000 | 15,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Revenue | $ 482,262 | $ 350,867 | $ 243,212 |
Cost of sales | 172,059 | 117,808 | 85,450 |
Gross profit | 310,203 | 233,059 | 157,762 |
Operating expenses: | |||
Research and development | 70,115 | 44,033 | 32,015 |
Sales, general and administrative | 374,080 | 300,013 | 229,271 |
Litigation-related expenses | 22,287 | 23,943 | 11,123 |
Amortization of acquired intangible assets | 14,284 | 10,115 | 5,348 |
Transaction-related expenses | 2,113 | 120 | 6,365 |
Restructuring expenses | 719 | 1,810 | 1,697 |
Total operating expenses | 483,598 | 380,034 | 285,819 |
Operating loss | (173,395) | (146,975) | (128,057) |
Interest and other expense, net: | |||
Interest expense, net | (16,641) | (5,505) | (7,108) |
Loss on debt extinguishment, net | (7,434) | ||
Other income (expense), net | 3,121 | 471 | (1,563) |
Total interest and other expense, net | (13,520) | (5,034) | (16,105) |
Net loss before taxes | (186,915) | (152,009) | (144,162) |
Income tax benefit | (277) | (716) | (1,130) |
Net loss | $ (186,638) | $ (151,293) | $ (143,032) |
Net loss per share, basic | $ (1.54) | $ (1.46) | $ (1.49) |
Net loss per share, diluted | $ (1.54) | $ (1.46) | $ (1.49) |
Weighted average shares outstanding, basic | 121,242 | 103,373 | 96,197 |
Weighted average shares outstanding, diluted | 121,242 | 103,373 | 96,197 |
Products and Services | |||
Revenue: | |||
Revenue | $ 482,262 | $ 350,852 | $ 242,258 |
International Supply Agreement | |||
Revenue: | |||
Revenue | $ 15 | $ 954 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (186,638) | $ (151,293) | $ (143,032) |
Foreign currency translation adjustments | 2,471 | (4,758) | (7,240) |
Comprehensive loss | $ (184,167) | $ (156,051) | $ (150,272) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Private Placement | Common stock | Common stock Private Placement | Additional paid-in capital | Additional paid-in capital Private Placement | Shareholder note receivable | Treasury Stock | Accumulated other comprehensive income (loss) | Accumulated deficit |
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 | |||||||||
Sales agent equity incentives | 1,339 | 1,339 | ||||||||
Stock-based compensation | 34,728 | 34,728 | ||||||||
Sales agent equity incentives, shares | 164 | |||||||||
Common stock issued for warrant exercises | 3,254 | 3,254 | ||||||||
Common stock issued for warrant exercises, shares | 3,943 | |||||||||
Common stock issued for employee stock purchase plan and stock option exercises | 3,584 | 3,584 | ||||||||
Common stock issued for employee stock purchase plan and stock option exercises, shares | 796 | |||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability | (12,801) | (12,801) | ||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability, shares | 1,915 | |||||||||
Issuance of common stock, net of offerings costs | $ 131,828 | $ 2 | $ 131,826 | |||||||
Issuance of common stock, net of offerings costs, shares | 12,421 | |||||||||
Shareholder note receivable | 4,000 | $ 4,000 | ||||||||
Repurchase of common stock | (25,000) | (25,000) | ||||||||
Repurchase of common stock, shares | (1,806) | |||||||||
Purchase of capped calls | (39,866) | (39,866) | ||||||||
Foreign currency translation adjustments | (7,240) | (7,240) | ||||||||
Net Income (Loss) | (143,032) | (143,032) | ||||||||
Balance at Dec. 31, 2021 | 80,674 | $ 10 | 892,828 | (25,097) | (6,036) | (781,031) | ||||
Balance, shares at Dec. 31, 2021 | 99,537 | |||||||||
Sales agent equity incentives | 3,068 | 3,068 | ||||||||
Stock-based compensation | 37,591 | 37,591 | ||||||||
Sales agent equity incentives, shares | 221 | |||||||||
Common stock issued for conversion of Series A preferred stock, shares | 29 | |||||||||
Common stock issued for warrant exercises | 4,160 | $ 1 | 4,159 | |||||||
Common stock issued for warrant exercises, shares | 3,820 | |||||||||
Common stock issued for employee stock purchase plan and stock option exercises | 4,020 | 4,020 | ||||||||
Common stock issued for employee stock purchase plan and stock option exercises, shares | 806 | |||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability | (11,220) | (11,220) | ||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability, shares | 2,204 | |||||||||
Reclassification of liability-classified awards | 2,841 | 2,841 | ||||||||
Common stock issued for asset acquisition | 250 | 250 | ||||||||
Common stock issued for asset acquisition, shares | 23 | |||||||||
Foreign currency translation adjustments | (4,758) | (4,758) | ||||||||
Net Income (Loss) | (151,293) | (151,293) | ||||||||
Balance at Dec. 31, 2022 | (34,667) | $ 11 | 933,537 | (25,097) | (10,794) | (932,324) | ||||
Balance, shares at Dec. 31, 2022 | 106,640 | |||||||||
Stock-based compensation | 81,244 | 81,244 | ||||||||
Common stock issued for warrant exercises | 670 | $ 1 | 669 | |||||||
Common stock issued for warrant exercises, shares | 5,571 | |||||||||
Common stock issued for employee stock purchase plan and stock option exercises | 4,353 | 4,353 | ||||||||
Common stock issued for employee stock purchase plan and stock option exercises, shares | 774 | |||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability | (6,061) | (6,061) | ||||||||
Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability, shares | 6,535 | |||||||||
Issuance of common stock, net of offerings costs | 213,183 | $ 2 | 213,181 | |||||||
Issuance of common stock, net of offerings costs, shares | 19,725 | |||||||||
Reclassification of equity-based liability | 3,561 | 3,561 | ||||||||
Foreign currency translation adjustments | 2,471 | 2,471 | ||||||||
Net Income (Loss) | (186,638) | (186,638) | ||||||||
Balance at Dec. 31, 2023 | $ 78,116 | $ 14 | $ 1,230,484 | $ (25,097) | $ (8,323) | $ (1,118,962) | ||||
Balance, shares at Dec. 31, 2023 | 139,245 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Common stock, offering costs | $ 12,136 | |
Private Placement | ||
Common stock, offering costs | $ 6,200 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | |||
Net loss | $ (186,638) | $ (151,293) | $ (143,032) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 56,139 | 41,168 | 26,756 |
Stock-based compensation | 81,244 | 40,556 | 36,450 |
Amortization of debt discount and debt issuance costs | 3,634 | 2,038 | 1,868 |
Amortization of right-of-use assets | 3,543 | 2,760 | 3,418 |
Write-down for excess and obsolete inventories | 13,608 | 9,792 | 11,147 |
Loss on disposal of assets | 3,708 | 2,594 | 1,976 |
Loss on debt extinguishment, net | 7,434 | ||
Impairment of investment | 3,000 | ||
Other | 455 | 1,187 | 2,721 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (12,795) | (18,832) | (10,141) |
Inventories | (45,562) | (20,704) | (27,746) |
Prepaid expenses and other current assets | (11,098) | 552 | 1,258 |
Other assets | (541) | (109) | 11 |
Accounts payable | 6,989 | 9,796 | 757 |
Accrued expenses and other current liabilities | 17,000 | 13,508 | 8,023 |
Lease liability | (3,602) | (2,678) | 150 |
Contract liabilities | 1,793 | (2,280) | (1,040) |
Other long-term liabilities | (6,362) | (3,189) | 3,673 |
Net cash used in operating activities | (78,485) | (75,134) | (73,317) |
Investing activities: | |||
Purchases of property and equipment | (80,508) | (49,453) | (68,544) |
Purchase of intangible assets | (6,467) | (8,827) | |
Acquisition of business, net of cash acquired | (55,000) | (62,133) | |
Purchase of OCEANE | (21,097) | ||
Cash paid for investments | (3,000) | ||
Settlement of forward contract | (2,988) | ||
Net cash used in investing activities | (141,975) | (58,280) | (157,762) |
Financing activities: | |||
Proceeds from Revolving Credit Facility and line of credit | 134,000 | 62,500 | |
Payment of debt issuance costs | (3,321) | (1,315) | (10,028) |
Proceeds from common stock offerings, net of offering costs | 213,181 | 131,828 | |
Proceeds from issuance of convertible notes | 316,250 | ||
Net cash paid for common stock exercises | (1,064) | (3,041) | (5,963) |
Purchase of capped calls | (39,866) | ||
Repurchase of common stock | (25,000) | ||
Proceeds from term debt, net of debt discount | 148,473 | ||
Repayment of Revolving Credit Facility and line of credit | (119,500) | (27,500) | |
Repayment of OCEANEs | (13,315) | ||
Repayment of Squadron Medical Term Loan | (45,000) | ||
Repayment of Inventory Financing Agreement | (8,088) | ||
Other | (1,535) | 584 | (2,167) |
Net cash provided by financing activities | 356,919 | 31,228 | 311,966 |
Effect of exchange rate changes on cash | (185) | (366) | (1,404) |
Net change in cash and cash equivalents | 136,274 | (102,552) | 79,483 |
Cash and cash equivalents at beginning of year | 84,696 | 187,248 | 107,765 |
Cash and cash equivalents at end of year | 220,970 | 84,696 | 187,248 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 17,269 | 3,860 | 5,027 |
Cash paid for income taxes | 333 | 272 | 223 |
Supplemental disclosure of noncash investing and financing activities: | |||
PPP Loan Forgiveness | 4,271 | ||
Debt issuance costs | 2,760 | ||
Financed insurance | 1,328 | 1,959 | |
Financed property and equipment | 600 | ||
Financed inventory | 4,015 | ||
Purchases of property and equipment in accounts payable and accrued expenses | 10,406 | 2,128 | 2,577 |
Purchase of intangible assets | 99 | 750 | |
Recognition of lease liability | $ 424 | 1,694 | $ 23,403 |
Modification of lease liability for lease amendment | $ 4,288 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (186,638) | $ (151,293) | $ (143,032) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Adoption, Modification or Termination of Trading Arrangements A portion of the compensation of our directors and officers is in the form of equity awards, and, from time to time, directors and officers engage in open-market transactions with respect to the securities they acquire pursuant to such equity awards we have issued. Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions comply with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2023, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No other Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period: |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
J. Todd Koning [Member] | |
Trading Arrangements, by Individual | |
Name | J. Todd Koning |
Title | Executive Vice President and Chief Financial Officer |
Aggregate Available | 138,738 |
Modified Date | November 13, 2023 |
Expiration Date | April 30, 2024 |
Tyson Marshall [Member] | |
Trading Arrangements, by Individual | |
Name | Tyson Marshall |
Title | General Counsel and Corporate Secretary |
Adoption Date | November 14, 2023 |
Aggregate Available | 28,700 |
Expiration Date | August 14, 2024 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies 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.S. (“EOS”), is a medical technology company focused on the design, development, and advancement of technology for the better surgical treatment of spinal disorders. The Company, headquartered in Carlsbad, California, markets its products in the United States ("U.S.") and internationally via a network of independent sales agents and direct sales representatives. Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and 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 in consolidation. The Company operates in one reportable business segment. Prior-year Adjustment Subsequent to the issuance of the Company’s consolidated financial statements as of and for the year ended December 31, 2022, the Company identified that a deferred tax liability and additional goodwill related to the acquisition of EOS should have been recorded at the time of the acquisition. The Company corrected the errors in the accompanying consolidated financial statements as of the earliest year presented and has concluded that the correction of these errors is not material to the previously issued financial statements. The correction to the accompanying consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of stockholders' equity, and consolidated statements of cash flows are as follows (in thousands): At December 31, 2022 Consolidated Balance Sheets As Reported Adjustment As Corrected Goodwill $ 39,775 7,592 $ 47,367 Total assets $ 513,376 7,592 $ 520,968 Other long-term liabilities $ 11,543 5,546 $ 17,089 Accumulated other comprehensive loss $ ( 10,690 ) ( 104 ) $ ( 10,794 ) Accumulated deficit $ ( 934,474 ) 2,150 $ ( 932,324 ) Total stockholders' deficit $ ( 36,713 ) 2,046 $ ( 34,667 ) Total liabilities and stockholders' deficit $ 513,376 7,592 $ 520,968 Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Operations As Reported Adjustment As Corrected As Reported Adjustment As Corrected Income tax provision (benefit) $ 140 ( 856 ) $ ( 716 ) $ 164 ( 1,294 ) $ ( 1,130 ) Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Net loss per share, basic and diluted $ ( 1.47 ) $ 0.01 $ ( 1.46 ) $ ( 1.50 ) $ 0.01 $ ( 1.49 ) Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Comprehensive Loss As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Foreign currency translation adjustments $ ( 4,696 ) ( 62 ) $ ( 4,758 ) $ ( 7,198 ) ( 42 ) $ ( 7,240 ) Comprehensive loss $ ( 156,845 ) 794 $ ( 156,051 ) $ ( 151,524 ) 1,252 $ ( 150,272 ) At December 31, 2022 At December 31, 2021 Consolidated Statements of Stockholders' (Deficit) Equity As Reported Adjustment As Corrected As Reported Adjustment As Corrected Foreign currency translation adjustments $ ( 4,696 ) ( 62 ) $ ( 4,758 ) $ ( 7,198 ) ( 42 ) $ ( 7,240 ) Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Accumulated other comprehensive loss $ ( 10,690 ) ( 104 ) $ ( 10,794 ) $ ( 5,994 ) ( 42 ) $ ( 6,036 ) Accumulated deficit $ ( 934,474 ) 2,150 $ ( 932,324 ) $ ( 782,325 ) 1,294 $ ( 781,031 ) Total stockholders' (deficit) equity $ ( 36,713 ) 2,046 $ ( 34,667 ) $ 79,422 1,252 $ 80,674 Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Cash Flows As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Other long-term liabilities $ ( 2,342 ) ( 847 ) $ ( 3,189 ) $ 4,852 ( 1,179 ) $ 3,673 Net cash used for operating activities $ ( 75,143 ) 9 $ ( 75,134 ) $ ( 73,432 ) 115 $ ( 73,317 ) Effect of exchange rate changes on cash $ ( 357 ) ( 9 ) $ ( 366 ) $ ( 1,289 ) ( 115 ) $ ( 1,404 ) Reclassification Certain financial statement line items in the consolidated financial statements for the year ended December 31, 2022 have been disaggregated to conform to the current year’s presentation. Use of Estimates The preparation of 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, deferred tax assets, inventory, stock-based compensation, revenues, income tax uncertainties, and other contingencies. Concentrations of Credit Risk and Significant Customers Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents, and accounts receivable. The Company limits its exposure to credit loss by depositing its cash and investments with established financial institutions. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company’s customers are primarily hospitals and surgical centers. No one single customer represented greater than 10 percent of consolidated revenues and accounts receivable for the years presented. Credit to customers is granted based on an analysis of the customers’ credit worthiness. Credit losses have not been significant. Cash and Cash Equivalents The company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Accounts Receivable, net Accounts receivable are presented net of allowance for doubtful accounts. The Company makes judgments as to its ability to collect outstanding receivables and provides allowances for a portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices. In determining the provision for invoices not specifically reviewed, the Company analyzes historical collection experience. If the historical data used to calculate the allowance provided for doubtful accounts does not reflect the Company’s future ability to collect outstanding receivables or if the financial condition of customers were to deteriorate, resulting in impairment of their ability to make payments, an increase in the provision for doubtful accounts may be required. The Company’s accounts receivable generally have net 30 -day payment terms. The Company generally does not allow returns of products that have been delivered. The Company offers standard quality assurance warranty on its products. The Company had no material bad debt expense during the years presented. 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, and biologics 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, and biologics 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 sales experience to develop assumptions about future demand for its products, while considering 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. For the years ended December 31, 2023, 2022 and 2021, the Company recorded LCNRV charges for excess and obsolete inventory of $ 13.6 million, $ 9.8 million and $ 11.1 million, respectively, net of inventory sold of $ 0.2 million, $ 1.5 million and $ 2.5 million, respectively. For the years ended December 31, 2023, 2022 and 2021, the Company recorded a reduction of reserve for inventory that was disposed of $ 12.9 million, $ 8.2 million and $ 2.1 million , respectively. Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years . Leasehold improvements and assets acquired under financing leases are amortized over the shorter of their useful lives or the remaining terms of the related leases. Operating Lease The Company determines whether a contract is a lease or contains 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. If both criteria are met, the Company determines the initial classification and measurement of its right-of-use (“ROU”) asset and lease liability at the lease commencement date and thereafter, if modified. The Company recognizes a ROU asset and lease liability for its operating leases with lease terms greater than 12 months. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. ROU assets and lease liabilities are based on the present value of lease payments over the lease term. The present value of operating lease payments is determined by using the incremental borrowing rate of interest that the Company would borrow on a collateralized basis for an amount equal to the lease payments in a similar economic environment. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in cost of sales, research and development, and sales, general and administrative expenses in the consolidated statements of operations. 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 were immaterial for all years presented. The Company had an immaterial amount of financing leases as of December 31, 2023 and 2022, which is included in property and equipment, net, accrued expenses and other current liabilities, and other long-term liabilities on the consolidated balance sheets. Valuation of Goodwill Goodwill represents the excess of the cost over the fair value of net assets acquired from the Company’s business combinations. The determination of the value of goodwill and intangible assets arising from business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. Goodwill is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. Goodwill is considered to be impaired if the Company determines that the carrying value of the reporting unit exceeds its respective fair value. The Company’s annual evaluation for impairment of goodwill consists of one reporting unit. The Company completed its most recent annual evaluation for impairment of goodwill as of October 1, 2023 and determined that no impairment existed. In addition, no indicators of impairment were noted through December 31, 2023, and consequently no impairment charge was recorded during the years ended December 31, 2023 , 2022 and 2021. Valuation of Intangible Assets Intangible assets are comprised primarily of purchased technology, customer relationships, trade name, trademarks, and in-process research and development. The Company makes significant judgments in relation to the valuation of intangible assets resulting from business combinations and asset acquisitions. Intangible assets are generally amortized on a straight-line basis over their estimated useful lives of 2 to 12 years . The Company bases the useful lives and related amortization expense on the period of time it estimates the assets will generate net sales or otherwise be used. The Company also periodically reviews the lives assigned to its intangible assets to ensure that its initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows. If a change were to occur in any of the above-mentioned factors or estimates, the likelihood of a material change in the Company’s reported results would increase. The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for its overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the asset over the remaining amortization period, the Company reduces the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period. Significant judgment is required in the forecasts of future operating results that are used in the discounted cash flow valuation models. It is possible that plans may change and estimates used may prove to be inaccurate. If actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, the Company could incur additional impairment charges. There were no impairment charges during the years ended December 31, 2023, 2022 or 2021. In-process research and development ("IPR&D") and software in development have indefinite lives and are not amortized until the related products reach full commercial launch or when the projects are complete and their assets are ready for their intended use. Indefinite-lived intangible assets are considered to be impaired if the products do not reach commercial launch, if the project is not completed or not completed in a timely manner, or if the related products or projects are no longer technologically feasible. Impairment related to IPR&D and software in development is calculated as the excess of the asset's carrying value over its fair value. There were no impairment charges during the years ended December 31, 2023, 2022 or 2021. Impairment of Long-Lived Assets The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated future undiscounted cash flows related to the asset are less than its carrying amount. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. There were no material impairment charges during the years ended December 31, 2023, 2022 or 2021. Warrants to Purchase Common Stock Warrants are accounted for in accordance with the applicable accounting guidance as either derivative liabilities or as equity instruments depending on the specific terms of the agreements. All warrants qualify for classification within stockholders' equity. 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 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. Revenue Recognition The Company recognizes revenue from product sales in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Revenue from Contracts with Customers (“Topic 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements, and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the 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, imaging equipment, and related services to hospitals and medical centers through direct sales representatives and independent sales agents. 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 years 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 utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 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. The Company records a contract asset when one or more performance obligations have been completed and revenue has been recognized, but the customer's payment is contingent on the satisfaction of additional performance obligations. 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. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs associated with the design, development, testing, and enhancement of the Company's products. Research and development expenses also include salaries and related employee benefits, research-related overhead expenses, fees paid to external service providers and development consultants in the form of both cash and equity. Transaction-related Expenses Transaction-related costs are expensed as incurred. Transaction-related expenses consist of certain costs incurred related primarily to the acquisition and integration of Valence, as defined below, and EOS. Product Shipment Cost Product shipment costs for surgical sets are included in sales, general and administrative expenses in the accompanying consolidated statements of operations. Product shipment costs totaled $ 17.3 million , $ 14.8 million and $ 8.3 million for the years ended December 31, 2023, 2022 and 2021 respectively. Stock-Based Compensation Stock-based compensation expense for equity-classified awards, principally related to restricted stock units ("RSUs") and performance restricted stock units ("PRSUs") is measured at the grant date based on the estimated fair value of the award. The fair value of equity instruments that are expected to vest is recognized and amortized over the requisite service period. The Company has granted awards with up to four year graded or cliff vesting terms. No exercise price or other monetary payment is required for receipt of the shares issued in settlement of the respective award; instead, consideration is furnished in the form of the participant’s service. The fair value of RSUs including PRSUs with pre-defined performance criteria is based on the stock price on the date of grant. Stock-based compensation recorded in the Company’s consolidated statements of operations is based on awards expected to ultimately vest and has been reduced for estimated forfeitures. The Company’s estimated forfeiture rates may differ from its actual forfeitures. The Company considers its historical experience of pre-vesting forfeitures on awards by each homogenous group of employees as the basis to arrive at its estimated annual pre-vesting forfeiture rates. The Company estimates the fair value of stock options issued under the Company’s equity incentive plans and shares issued to employees under the Company’s employee stock purchase plan (“ESPP”) using a Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options and ESPP offering period which is derived from historical experience. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Awards to non-employees are accounted for under the same stock-based compensation provisions as employees, which require that the fair value of these instruments be recognized as an expense when earned. For Development Service Agreements, where the future payments for product and/or intellectual property rights may be paid in either cash or restricted shares of our common stock at the election of the developer, we estimate the fair value of those awards similar to a stock option, using a Black-Scholes option-pricing model on the date of grant. For Development Service Agreements where the future payments for product and/or intellectual property rights will be paid in restricted shares of our common stock, the fair value is based on the stock price on the date of grant. The stock-based compensation expense is recognized as earned once the award is deemed probable of achieving the pre-defined performance criteria. The stock-based compensation expense is included in cost of sales or research and development expense on the consolidated statements of operations commensurate with the nature of the services performed. Income Taxes The Company accounts for income taxes in accordance with provisions which set forth an asset and liability approach that requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In making such determination, a review of all available positive and negative evidence must be considered, including scheduled reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. 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 year. 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 year determined using the treasury-stock method and the if-converted method for convertible debt. For purposes of this calculation, common stock subject to repurchase by the Company, common stock issuable upon conversion or exercise of convertible notes, preferred shares, options, and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. Due to the Company’s net loss position, the effect of including common stock equivalents in the earnings per share calculation is anti-dilutive, and therefore not included. The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 186,638 ) $ ( 151,293 ) $ ( 143,032 ) Denominator: Weighted average common shares outstanding 121,242 103,373 96,197 Net loss per share, basic and diluted $ ( 1.54 ) $ ( 1.46 ) $ ( 1.49 ) 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 years presented (in thousands): Year Ended December 31, 2023 2022 2021 Series A convertible preferred stock — — 29 Options to purchase common stock and employee stock purchase plan 2,555 2,991 3,416 Unvested restricted stock units 7,713 8,533 8,703 Warrants to purchase common stock 8,219 15,491 20,184 Senior convertible notes 17,246 17,246 17,246 35,733 44,261 49,578 Recently Adopted and Issued Accounting Pronouncements In August 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The guidance requires application of Topic 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 Topic 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 adopted ASU No. 2021-08 as of January 1, 2023 , on a prospective basis. The adoption of ASU No. 2021-08 did no t have a material impact on the Company's consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transp |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | 2. Business Combination The Company recognizes assets acquired, liabilities assumed, and any noncontrolling interest at fair value at the date of acquisition. On April 19, 2023, the Company entered into an Asset Purchase Agreement with Integrity Implants Inc. and Fusion Robotics, LLC (collectively, the “Sellers”), whereby the Company acquired certain assets, liabilities, employees, and contracts in connection with the Sellers’ navigation-enabled robotics platform (“Valence”). The Company paid the Sellers cash consideration of $ 55.0 million at closing, which represented the total purchase consideration. The acquisition was accounted for as a business combination and the Company did not acquire any material assets or assume any material liabilities in connection with the acquisition, excluding intangible assets and goodwill. The acquisition is treated as an asset purchase for income tax purposes; therefore, the goodwill recorded is considered deductible for income tax purposes. Refer to Note 4 for further details on intangible assets and goodwill acquired. The Company is in the process of finalizing the purchase price allocation. While the Company does not expect material changes in the valuation outcome, certain assumptions and findings that were in place at the date of acquisition could result in changes in the purchase price allocation. In May 2021, the Company completed the acquisition of EOS. The Company paid cash of $ 100.0 million to acquire 100 % of all issued and outstanding ordinary shares and 57 % of the outstanding convertible bonds of EOS ("OCEANEs"). |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 76,662 — — $ 76,662 Total cash equivalents $ 76,662 — — $ 76,662 December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 62,956 — — $ 62,956 Total cash equivalents $ 62,956 — — $ 62,956 The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. Fair Value of Convertible Debt The fair value, based on a quoted market price (Level 1), of the Company’s outstanding 0.75 % Convertible Senior Notes due 2026 (the "2026 Notes") was approximately $ 335.4 million at December 31, 2023 and approximately $ 288.8 million at December 31, 2022. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding OCEANEs was approximately $ 13.3 million at December 31, 2022. As of December 31, 2023, no OCEANEs remained outstanding. See Note 6 for further information. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 4. Balance Sheet Details Inventories Inventories consist of the following (in thousands): December 31, 2023 2022 Raw materials $ 23,394 $ 13,928 Work-in-process 950 3,032 Finished goods 112,498 84,561 Inventories $ 136,842 $ 101,521 Property and Equipment, net Property and equipment, net consist of the following (in thousands, except as indicated): Useful Life December 31, (in years) 2023 2022 Surgical instruments 4 $ 224,357 $ 158,906 Machinery and equipment 7 11,633 9,502 Computer equipment 3 5,778 4,753 Office furniture and equipment 5 6,225 4,760 Leasehold improvements various 3,986 2,965 Construction in progress n/a 24,732 15,360 276,711 196,246 Less: accumulated depreciation ( 126,876 ) ( 94,294 ) Property and equipment, net $ 149,835 $ 101,952 Total depreciation expense was $ 40.9 million, $ 31.0 million and $ 20.3 million for the years ended December 31, 2023, 2022 and 2021 respectively. At December 31, 2023 and 2022, assets recorded under financing leases of $ 1.1 million and $ 0.4 million, respectively, were included in the property and equipment, net, balance. Amortization of assets under financing leases is included in depreciation expense. Goodwill The change in the carrying amount of goodwill during the year ended December 31, 2023 included the following (in thousands): December 31, 2022 $ 47,367 Goodwill acquired during the year 24,582 Foreign currency fluctuation 1,054 December 31, 2023 $ 73,003 Intangible Assets, net Intangible assets, net consist of the following (in thousands, except as indicated): Remaining Weighted Avg. Useful Life Gross Accumulated Intangible December 31, 2023: (in years) Amount Amortization Assets, net Developed product technology 6 $ 106,782 $ ( 26,560 ) $ 80,222 Trademarks and trade names 7 5,588 ( 1,561 ) 4,027 Customer relationships 3 14,504 ( 8,692 ) 5,812 Distribution network 1 2,413 ( 2,242 ) 171 Total amortized intangible assets 129,287 ( 39,055 ) 90,232 Software in development n/a 7,934 — 7,934 In-process research and development n/a 4,285 — 4,285 Total intangible assets $ 141,506 $ ( 39,055 ) $ 102,451 . Remaining Weighted Avg. Useful Life Gross Accumulated Intangible December 31, 2022: (in years) Amount Amortization Assets, net Developed product technology 7 $ 75,896 $ ( 13,420 ) $ 62,476 Trademarks and trade names 8 5,421 ( 987 ) 4,434 Customer relationships 4 14,240 ( 6,906 ) 7,334 Distribution network 2 2,413 ( 2,041 ) 372 Total amortized intangible assets 97,970 ( 23,354 ) 74,616 Software in development n/a 2,503 2,503 In-process research and development n/a 5,662 5,662 Total intangible assets $ 106,135 $ ( 23,354 ) $ 82,781 During the year ended December 31, 2023, in connection with the Company's acquisition of Valence, as further described in Note 2, the Company recorded additions to developed product technology and goodwill in the amount of $ 26.9 million and $ 24.6 million, respectively. The intangible asset acquired will be amortized on a straight-line basis over a useful life of seven years . Total expense related to amortization of intangibl e assets was $ 15.2 million , $ 10.2 million and $ 6.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Software in development assets begin amortizing when the projects are complete and the assets are ready for their intended use. In-process research and development assets and software in development assets both begin amortizing when the related products reach full commercial launch or are approved and ready for their intended use. Future amortization expense related to intangible assets as of December 31, 2023 is as follows (in thousands): Year Ending December 31, 2024 $ 16,699 2025 15,211 2026 15,211 2027 12,989 2028 11,057 Thereafter 19,065 Total $ 90,232 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2023 2022 Payroll and payroll related $ 29,207 $ 19,764 Commissions and sales milestones 21,414 17,444 Accrued legal expenses 10,994 8,345 Royalties 7,968 4,758 Administration fees 2,732 1,912 Inventory in-transit 2,251 3,548 Other taxes payable 1,985 1,955 Interest 1,753 1,122 Professional fees 1,384 1,238 Orthotec litigation settlement obligation — 3,968 Debt issuance costs — 2,690 Other 8,024 5,638 Total accrued expenses and other current liabilities $ 87,712 $ 72,382 Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): December 31, 2023 2022 Income tax-related liabilities $ 5,838 $ 6,526 Contract liabilities 2,561 3,047 Royalties 1,065 5,739 Other 1,739 1,777 Other long-term liabilities $ 11,203 $ 17,089 |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contract Assets and Contract Liabilities | 5. Contract Assets and Contract Liabilities Contract assets are included within prepaid expenses and other current assets in the consolidated balance sheets. Contract assets relate to contracts with customers for which one or more performance obligations have been completed and revenue has been recognized, but the customer's payment is contingent on the satisfaction of additional performance obligations. The opening and closing balances of the Company's contract assets are as follows (in thousands): December 31, December 31, Contract assets $ 3,865 $ — The Company had current and non-current contract liabilities tot aling $ 13.9 million and $ 2.6 million, respectively, as of December 31, 2023. The Company had current and non-current contract liabilities totaling $ 12.0 million and $ 3.0 million, respectively, as of December 31, 2022. The non-current contract liabilities balance is included in other long-term liabilities on the 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 recognize d $ 28.2 million of revenue from its contract liabilities during the year ended December 31, 2023, of which $ 10.9 million was recognized from the beginning contract liabilities balance. The Company recognized $ 21.6 million of revenue from its contract liabilities during the year ended December 31, 2022, of which $ 12.9 million was recognized from the beginning contract liabilities balance. The Company recognized $ 14.6 million o f revenue from its contract liabilities during the years ended December 31, 2021. The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): Balance at December 31, 2022 $ 15,003 Payments received 29,482 Revenue recognized ( 28,180 ) Foreign currency fluctuation 169 Balance at December 31, 2023 $ 16,474 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Term Loan On January 6, 2023, the Company entered into a $ 150.0 million term loan credit facility with Braidwell Transaction Holdings, LLC (the “Braidwell Term Loan”). The Braidwell Term Loan provides for an initial term loan of $ 100.0 million which was funded on the closing date. On September 28, 2023, the Company drew an additional $ 50.0 million (the “delayed draw term loan(s)” or the “DDTL”). The Braidwell Term Loan matures on January 6, 2028 . As of December 31, 2023, the outstanding balance under the Braidwell Term Loan was $ 150.0 million. In conjunction with the issuance of the Braidwell Term Loan, the Company incurred $ 3.4 million in debt issuance costs and $ 1.5 million in commitment fees. Commitment fees paid to the lender were accounted for as a debt discount. The debt issuance costs and debt discount were recorded as a direct reduction of the carrying amount of the loan on the consolidated balance sheets and are being amortized over the life of the loan. As of December 31, 2023, debt issuance costs and debt discount, net of accumulated amortization, associated with the Braidwell Term Loan were $ 3.0 million and $ 1.3 million, respectively. Borrowings under the Braidwell Term Loan bear interest at a rate per annum equal to the Term Secured Overnight Financing Rate for such SOFR business day ("SOFR") subject to a 3 % floor, plus 5.75 %. The applicable interest rate as of December 31, 2023 was 11.2 %. The loan agreement includes an undrawn commitment fee, which is calculated as 1 % per annum of the average daily undrawn portion of the DDTL. Interest and undrawn commitment fees incurred are due quarterly. The Company is also required to pay fees on any prepayment of the Braidwell Term Loan, ranging from 1.0 % to 3.0 % depending on the date of prepayment, and a final payment fee equal to 3.25 % of the principal amount of the loans drawn. The effective interest rate as of December 31, 2023 was 12.2 %. During the year ended December 31, 2023, the Company recognized interest expense on the Braidwell Term Loan of $ 13.2 million, which includes $ 0.4 million for the amortization of debt issuance costs and $ 0.2 million for the debt discount. Upon the Braidwell Term Loan’s maturity, any outstanding principal balance, unpaid accrued interest, and all other obligations under the Braidwell Term Loan will be due and payable. The Braidwell Term Loan is secured by substantially all of the Company’s assets with the priority interest of the lenders in the Braidwell Term Loan and the Revolving Credit Facility, as defined below, subject to terms of a customary intercreditor agreement, which provides that the lenders under the Revolving Credit Facility have a priority with respect to the Company's accounts receivable, inventory, medical instruments, and items related to the foregoing, and the lenders under the Braidwell Term Loan have priority with respect to the remainder of the Company's assets. The loan agreement contains customary representations and warranties and affirmative and negative covenants. Under the loan agreement, the Company is required to maintain a minimum level of liquidity. The loan agreement also includes certain events of default, and upon the occurrence of such events of default, all outstanding loans under the Braidwell Term Loan may be accelerated and/or the lenders’ commitments terminated. The Company is in compliance with all required financial covenants as of December 31, 2023. Revolving Credit Facility In September 2022, the Company entered into a revolving credit facility (the “Revolving Credit Facility”) with entities affiliated with MidCap Financial Trust (“MidCap”). The Revolving Credit Facility provides up to $ 50.0 million in borrowing capacity to the Company based on a borrowing base. The borrowing base is calculated based on certain accounts receivable and inventory assets. The Company may request a $ 25.0 million increase in the Revolving Credit Facility for a total commitment of up to $ 75.0 million. The Revolving Credit Facility matures on the earlier of September 29, 2027 , or 90 days prior to the final maturity date of the Company’s 2026 Notes, as defined below. As of December 31, 2023, the outstanding balance under the Revolving Credit Facility was $ 49.7 million. In January 2024, the Compa ny repaid $ 42.0 million o f the outstanding balance. In conjunction with obtaining the Revolving Credit Facility, the Company incurred $ 1.4 million in debt issuance costs. These costs were capitalized to other assets on the consolidated balance sheets and are being amortized over the life of the Revolving Credit Facility. As of December 31 2023, and 2022, debt issuance costs, net of accumulated amortization, associated with the Revolving Credit Facility were $ 1.0 million and $ 1.3 million, respectively. The outstanding loans bear interest at the sum of SOFR plus 3.5 % per annum. The interest rate as of December 31, 2023 was 9.0 %. The loan agreements include an unused line fee, which is calculated as 0.5 % per annum of either the unused Revolving Credit Facility or a minimum balance. Interest and unused line fees incurred are due and capitalized to the outstanding principal balance monthly. The Company recognized interest expense on the Revolving Credit Facility of $ 2.0 million during the year ended December 31, 2023, which includes $ 0.3 million for the amortization of debt issuance costs. The Company recognized interest expense on the Revolving Credit Facility of $ 0.2 million during the year ended December 31, 2022, which includes $ 0.1 million for the amortization of debt issuance costs. Upon the Revolving Credit Facility’s maturity, any outstanding principal balance, unpaid accrued interest, and all other obligations under the Revolving Credit Facility will be due and payable. The Revolving Credit Facility contains a lockbox arrangement clause requiring the Company to maintain a lockbox bank account. If the revolving loan availability is less than 30 % of the revolving loan limit for five consecutive business days, or the Company is in default, MidCap will apply funds collected from the Company's lockbox account to reduce the outstanding balance of the Revolving Credit Facility. As of December 31, 2023, the Company's loan availability level has not activated lockbox deductions, nor is it expected to for the next 12 months; therefore, the Company has determined that the outstanding balance under the Revolving Credit Facility is long-term debt on the consolidated balance sheets. The outstanding loans are secured by substantially all of the Company’s assets with the priority interest of the lenders subject to terms of a customary intercreditor agreement in connection with the Braidwell Term Loan. The loan agreements and other ancillary documents contain customary representations and warranties and affirmative and negative covenants. Under the loan agreements, the Company is required to maintain a minimum level of liquidity. The loan agreements also include certain events of default, and upon the occurrence of such events of default, all outstanding loans under the Revolving Credit Facility may be accelerated and/or the lenders’ commitments terminated. The Company is in compliance with all required financial covenants as of December 31, 2023. 0.75% Convertible Senior Notes due 2026 In August 2021, the Company issued $ 316.3 million aggregate principal amount of unsecured 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 used for the privately negotiated capped call transactions (the "Capped Call Transactions"), as described below, the repurchase of stock, as descri bed in Note 9, and the repayment of the outstanding unsecured term loan with Squadron Medical Finance Solutions, LLC (the “Squadron Medical Term Loan") 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 2026 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 December 31, 2023, 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 consolidated balance sheets as of December 31, 2023 and 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 of the notes 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 Company recognized interest expense on the 2026 Notes of $ 4.4 million, $ 4.4 million and $ 1.7 million during the years ended December 31, 2023, 2022 and 2021, respectively, which inclu des $ 2.0 million, $ 2.0 million and $ 0.8 million for the amortization of debt issuance costs during the years ended December 31, 2023, 2022 and 2021, 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): December 31, Principal $ 316,250 Unamortized debt issuance costs ( 5,293 ) Net carrying value $ 310,957 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 consolidated statements of shareholders’ (deficit) equity for the year ended December 31, 2021. OCEANE Convertible Bonds On May 31, 2018, EOS issued 4,344,651 OCEANEs denominated in Euros, due May 2023 for aggregate gross proceeds of $ 34.3 million. The OCEANEs were unsecured obligations of EOS, ranked equally with all other unsecured and unsubordinated obligations of EOS, and paid 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 . The OCEANEs matured on May 31, 2023 and the outstanding OCEANEs and accrued interest were paid in full on May 31, 2023. As of December 31, 2023, no OCEANEs remained outstanding. Interest expense was $ 0.3 million and $ 0.8 million for the years ended December 31, 2023 and 2022, respectively, and $ 0.7 million from the date of the EOS acquisition to December 31, 2021. Other Debt Agreements The Company has two loan agreements under French government sponsored COVID-19 relief initiatives (“PGE” loans). Each PGE loan initially contained a 12 -month term, with an option to extend, 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 commercial banks loan of $ 3.6 million is interest free and the lenders loan of $ 1.6 million bears interest of 1.75 %. 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. 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 is due until the original principal amounts and applicable interest is fully repaid in 2027. The outstanding obligation under each loan as of December 31, 2023 w as $ 3.1 million and $ 1.4 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. Debt consists of the following (in thousands): December 31, 2023 2022 2026 Notes $ 316,250 $ 316,250 OCEANEs — 13,333 Other notes payable 1,175 1,869 EOS PGE Loans 4,537 5,046 Braidwell Term Loan, including final payment fee of $ 4,875 154,875 — Revolving Credit Facility 49,720 35,251 Total 526,557 371,749 Less: unamortized debt discount and debt issuance costs ( 13,714 ) ( 7,290 ) Total 512,843 364,459 Less: short-term debt ( 1,808 ) ( 14,948 ) Total long-term debt $ 511,035 $ 349,511 Principal payments on debt are as follows as of December 31, 2023 (in thousands): 2024 $ 1,804 2025 1,733 2026 317,802 2027 50,343 2028 154,875 Total 526,557 Less: unamortized debt discount and debt issuance costs ( 13,714 ) Total 512,843 Less: short-term debt ( 1,808 ) Long-term debt $ 511,035 Paycheck Protection Loan On April 23, 2020, the Company received the proceeds from a loan in the amount of $ 4.3 million (the “PPP Loan”) from Silicon Valley Bank, as lender, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act. The Company used the loan proceeds for purposes consistent with the terms of the PPP and applied for forgiveness of the entire $ 4.3 million loan balance, which was granted in July 2021. The Company recorded a gain on debt extinguishment of $ 4.3 million, which is included in loss on debt extinguishment, net, on the consolidated statements of operations for the year ended December 31, 2021. Squadron Medical Credit Agreement On November 6, 2018, the Company entered into the Squadron Medical Term Loan that was subsequently amended in March 2019, May 2020 and December 2020 to expand the availability of additional term loans, extend the maturity, remove all financial covenant requirements and, in the December 2020 amendment, incorporate a debt exchange. In December 2020, the Company amended the Squadron Medical Term Loan to expand the credit facility by an additional $ 15.0 million and to extend the maturity of the Squadron Medical Term Loan to June 30, 2026 . In conjunction with the Squadron Medical Term Loan amendment in December 2020, the Company entered into a debt exchange agreement whereby the Company exchanged $ 30.0 million of the Company’s outstanding debt obligations under the Squadron Medical Term Loan for the issuance of 2,700,270 shares of the Company’s Common Stock to Squadron Capital LLC and a participant lender, based on a price of $ 11.11 per share. The debt exchange resulted in additional debt issuance costs of $ 3.8 million calculated as the difference between the Company’s stock price on the date of issuance and the issuance price. The Company accounted for the March 2019, May 2020, and December 2020 amendments of the Squadron Medical Term Loan as debt modifications with continued amortization of the existing and inclusion of the new debt issuance costs amortized into interest expense utilizing the effective interest rate method. The Company determined that the $ 30.0 million pre-payment associated with the December 2020 amendment should be accounted for as a partial extinguishment of the November 6, 2018 Squadron Medical Term Loan, as amended. As a result of the partial extinguishment the Company elected, as an accounting policy in accordance with ASC 470-50-40-2, to write off a proportionate amount of the unamortized fees at the time that the financing was partially settled in accordance with the terms of the Squadron Medical Term Loan. The unamortized debt issuance costs were allocated between the remaining original loan balance and the portion of the loan paid down on a pro-rata basis. At the time of prepayment, the Company recorded a loss on extinguishment of $ 6.1 million, which was included in loss on debt extinguishment, net, on the consolidated statements of operations for the year ended December 31, 2020 and capitalized $ 3.8 million in non-cash debt issuance closing costs. On August 10, 2021, the Company terminated and repaid all obligations under the Squadron Medical Term Loan, which consisted of the $ 45.0 million outstanding principal and $ 0.2 million accrued interest. As a result of the early termination of the Squadron Medical Term Loan, the Company recorded a loss on debt extinguishment associated with the unamortized debt issuance costs of $ 11.7 million, which is included in loss on debt extinguishment, net, on the consolidated statements of operations for the year ended December 31, 2021. In connection with the initial 2018 Squadron Medical Term Loan and subsequent amendments, the Company issued an aggregate of 6,759,530 warrants to Squadron Medical and a participant lender. See Note 9 for further information on the warrants issued. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. 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. If both criteria are met, the Company records the associated lease liability and corresponding ROU asset upon commencement of the lease using a discount rate based the incremental borrowing rate of interest that the Company would borrow on a collateralized basis for an amount equal to the lease payments in a similar economic environment. Any short-term leases defined as twelve months or less or month-to-month leases are excluded and continue to be expensed each month. Total costs associated with these short-term leases is immaterial to all years presented. The Company leases office and storage facilities and equipment under various operating and financing lease agreements. The initial terms of these leases range from 1 to 10 years and generally provide for periodic rent increases. The Company’s lease agreements do not contain any material variable lease payments, residual value guarantees or material restrictive covenants. 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 year ended December 31, 2023 were immaterial. The Company had an immaterial amount of financing leases as of December 31, 2023, which is included in property and equipment, net, accrued expenses and other current liabilities, and other long-term liabilities, on the consolidated balance sheets. The Company occupies 121,541 square feet of office space as its headquarters 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. Base rent under the building lease increases annually by 3 % 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. Future minimum annual lease payments for all operating leases of the Company are as follows as of December 31, 2023 (in thousands): 2024 $ 5,505 2025 5,246 2026 5,187 2027 5,175 2028 4,514 Thereafter 8,582 Total undiscounted lease payments 34,209 Less: imputed interest ( 5,373 ) Operating lease liability 28,836 Less: current portion of operating lease liability ( 5,159 ) Operating lease liability, less current portion $ 23,677 The Company’s weighted average remaining lease term and weighted average discount rate as of December 31, 2023 and December 31, 2022 are as follows: December 31, 2023 2022 Weighted average remaining lease term (years) 6.5 7.7 Weighted average discount rate 5.5 % 5.5 % Information related to the Company’s operating leases is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Rent expense $ 5,045 $ 4,643 $ 4,482 Cash paid for amounts included in measurement of lease liabilities $ 5,120 $ 4,409 $ 1,795 Purchase Commitments The Company is obligated to certain minimum inventory purchase commitment requirements with a third-party supplier through December 2026. As of December 31, 2023, the remaining minimum purchase commitment required by the Company under the agreement w as $ 13.9 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 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 year. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual or disclosure in the Company’s consolidated financial statements. An estimated loss contingency is accrued in the Company’s 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, infringed, or contributed to the infringement of, U.S. Patent Nos. 7,819,801, 8,355,780, 8,361,156, 8,439,832, 8,753,270, 9,833,227 and U.S. Design Patent Nos. D652,519 and D750,252. In June 2022, the parties reached a final resolution of all matters and executed a confidential settlement agreement. 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. 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 calculated either as a percentage of net sales or on a per-unit sold basis. Royalties are included on the accompanying consolidated statements of operations as a component of cost of sales. |
Orthotec Settlement
Orthotec Settlement | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Orthotec Settlement | 8. 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 accrued interest at the rate of 7 % per year until paid in full. The accrued but unpaid interest was 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. As of December 31, 2023, the Company has paid all installment payments due, including imputed interest, under the Settlement Agreement and no balance remains outstanding. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | 9. Equity Common Stock There were 200,000,000 shares of common stock authorized at December 31, 2023 and 2022. On October 27, 2023, the Company completed an underwritten public offering (the "Public Offering") of 14,300,000 shares of the Company’s common stock at a public offering price of $ 10.50 per share. On November 17, 2023, the underwriters exercised their option to purchase 470,769 additional shares. The net proceeds from the offering were approximately $ 145.8 million, including the underwriting discounts and commissions and offering expenses paid by the Company. On August 11, 2023, the Company completed an at the market offering of 668,484 shares of the Company’s common stock. The net proceeds from the offering were approximately $ 9.9 million, including the underwriting discounts and commissions and offering expenses paid by the Company. On April 19, 2023, the Company completed a registered securities offering (the “Offering”) of 4,285,715 shares of the Company’s common stock at a price of $ 14.00 per share. The net proceeds from the Offering were approximately $ 57.5 million, including the underwriting discounts and commissions and offering expenses paid by the Company. On March 1, 2021, the Company completed the sale of 12,421,242 shares of common stock for gross proceeds of $ 138.0 million, and net proceeds of approximately $ 131.8 million, net of $ 6.2 million in fees. On August 3, 2021, the Company’s Board of Directors authorized the Company to repurchase an aggregate of up to $ 25.0 million of shares of the Company’s common stock. On August 10, 2021, The Company repurchased 1,806,358 shares of its common stock for approximately $ 25.0 million in privately negotiated transactions. There were no repurchases of common stock during the years ended December 31, 2023 or 2022. Redeemable Preferred Stock The Company issued shares of redeemable preferred stock in connection with its initial public offering in June 2006. As of December 31, 2023, and 2022, the redeemable preferred stock carrying value was $ 23.6 million and there were 20 million shares of redeemable preferred stock authorized. The redeemable preferred stock is not convertible into common stock but is redeemable at $ 9.00 per share, (i) upon the Company’s liquidation, dissolution or winding up, or the occurrence of certain mergers, consolidations or sales of all or substantially all of the Company’s assets, before any payment to the holders of the Company’s common stock, or (ii) at the Company’s option at any time. Holders of redeemable preferred stock are generally not entitled to vote on matters submitted to the stockholders, except with respect to certain matters that will affect them adversely as a class and are not entitled to receive dividends. The carrying value of the redeemable preferred stock was $ 7.11 per share at December 31, 2023 and 2022. The redeemable preferred stock is presented separately from stockholders’ equity in the consolidated balance sheets and any adjustments to its carrying value up to its redemption value of $ 9.00 per share are reported as a dividend. 2017 PIPE Warrants The 2017 common stock warrants (the “2017 PIPE Warrants”) had a five-year life and were exercisable by cash exercise only. The 2017 PIPE Warrants expired in 2022, and no 2017 PIPE warrants remained outstanding as of December 31, 2022. During the year ended December 31, 2022, there were approximately 2,312,000 2017 PIPE Warrant exercises for total cash proceeds of $ 3.5 million. 2018 PIPE Warrants The 2018 common stock warrants (the “2018 PIPE Warrants”) had a five-year life and were exercisable by cash or cashless exercise. The 2018 PIPE Warrants expired in May 2023, and no 2018 PIPE warrants remained outstanding as of December 31, 2023. During the year ended December 31, 2023, there were approximately 6,311,000 2018 PIPE Warrant exercises for total cash proceeds of $ 0.4 million. During the year ended December 31, 2022, there were approximately 2,168,000 2018 PIPE Warrant exercises for total cash proceeds of $ 0.4 million. SafeOp Surgical Merger Warrants The SafeOp common stock warrants (the “SafeOp Warrants”), had a five-year life and were exercisable by cash or cashless exercise. The SafeOp Warrants expired in May 2023, and no SafeOp Warrants remained outstanding as of December 31, 2023. During the year ended December 31, 2023, there were 937,000 cashless SafeOp Warrant exercises. During the year ended December 31, 2022, there were approximately 257,000 cashless SafeOp Warrant exercises. Squadron Medical Warrants In connection with debt financing entered into with Squadron Medical in 2018, and amended in 2019 and 2020, the Company issued common stock warrants to Squadron Medical and a participant lender (the “Squadron Medical Warrants”). The Squadron Medical Warrants expire in May 2027 and are exercisable by cash exercise. No Squadron Medical Warrants have been exercised as of December 31, 2023. Executive Warrants The Company issued warrants to Mr. Patrick S. Miles, the Company’s Chairman and Chief Executive Officer (the “Executive Warrants”). The Executive Warrants had a five-year term and are exercisable by cash or cashless exercise. In October 2022, the term was extended to seven years . No Executive Warrants have been exercised as of December 31, 2023. A summary of all outstanding warrants as of December 31, 2023 is as follows (in thousands): Number of Strike Price Expiration 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 2024 Other* 132 $ 7.45 Various through June 2026 Total 8,219 *Represents weighted average strike price |
Stock Benefit Plans and Stock-B
Stock Benefit Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Benefit Plans and Stock-Based Compensation | 10. Stock Benefit Plans and Stock-Based Compensation 2016 Equity Incentive Plan In 2016 the Company adopted its 2016 Equity Incentive Plan (the “2016 Plan”), which replaced the Company’s 2005 Employee, Director and Consultant Stock Plan. The 2016 Plan allows for the grant of options, restricted stock, restricted stock unit awards and performance unit awards to employees, directors, and consultants of the Company. The Board of Directors determines the terms of the grants made under the 2016 Plan. Options granted under the 2016 Plan expire no later than ten years from the date of grant ( five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Options generally vest over a four-year period and may be immediately exercisable upon a change of control of the Company. The exercise price of incentive stock options may not be less than 100 % of the fair value of the Company’s common stock on the date of grant. The exercise price of any option granted to a 10% stockholder may be no less than 110 % of the fair value of the Company’s common stock on the date of grant. Restricted stock unit awards and performance unit awards generally vest over a three or four year period and vest immediately upon a change in control of the Company. On June 14, 2023, the Company’s shareholders approved an amendment to the 2016 Plan which increased the shares of common stock available for issuance under the 2016 Plan by 9,300,000 shares, resulting in total common stock reserved for issuance under the 2016 Plan of 26,383,333 shares. As of December 31, 2023, approximately 7,097,000 shares of common stock remained available for issuance under the 2016 Plan. The 2016 Plan expires in May 2026. 2016 Employment Inducement Award Plan On October 4, 2016, the Company’s Board of Directors adopted the 2016 Employment Inducement Award Plan (the “Inducement Plan”). The Inducement Plan allows for the grant of options, restricted stock, restricted stock unit awards and performance unit awards to new employees of the Company by granting an award to such new employee as an inducement for the employee to begin employment with the Company. On October 25, 2023, the Company’s Board of Directors approved an amendment to the Company’s Inducement Plan which increased the shares of common stock available for issuance under the Inducement Plan by 600,000 shares, resulting in total common stock available for issuance under the plan of 4,150,000 shares. As of December 31, 2023 the Inducement Plan had approximately 567,000 shares of common stock reserved for issuance, which may only be granted to an employee who has not previously been an employee or member of the board of directors of the Company. The terms of the Inducement Plan are substantially similar to the terms of the Company’s 2016 Plan with two principal exceptions: (i) incentive stock options may not be granted under the Inducement Plan; and (ii) the annual compensation paid by the Company to specified executives will be deductible only to the extent that it does not exceed $ 1.0 million. 2019 Management Objective Strategic Incentive Plan Under the 2019 Management Objective Strategic Incentive Plan, the Company is authorized to grant up to 500,000 shares of common stock to third-party individuals or entities that do not qualify under the Company’s other existing equity plans. As of December 31, 2023 , approximately 476,000 restricted shares and approximately 12,500 common stock warrants have been granted under the 2019 Management Objective Strategic Incentive Plan. 2017 Distributor Inducement Plan Under the 2017 Distributor Inducement Plan, the Company is authorized to grant up to 1,000,000 shares of common stock to independent third-party sales agents whereby, upon the achievement of certain Company sales and/or distribution milestones the Company may grant to an independent sales agent shares of common stock or warrants to purchase shares of common stock. The warrants and restricted stock units issued under the plan are subject to time based or net sales-based vesting conditions. On October 26, 2023, the Company’s Board of Directors approved an amendment to the Company’s Distributor Inducement Plan which increased the shares of common stock available for issuance under the Distributor Inducement Plan by 500,000 shares, resulting in total common stock available for issuance under the plan of 1,500,000 shares. As of December 31, 2023 , approximately 345,000 warrants and approximately 595,000 shares of restricted common stock were granted under the 2017 Distributor Inducement Plan. As of December 31, 2023 , approximately 338,000 warrants and approximately 579,000 shares of common stock were earned or issued. 2017 Development Services Plan Under the 2017 Development Services Plan, the Company is authorized to issue up to 8,000,000 shares of common stock to third-parties upon the achievement of certain revenue milestones associated with certain developed products. Future payments for product and/or intellectual property development work may be paid in either cash or restricted shares of the Company’s common stock at the election of the developer, depending on the terms of the agreement. Each common stock issuance is contingent on net sales-based criteria and other provisions, including the satisfaction of applicable laws regarding the issuance of restricted shares to such developers. The Company has entered into Development Services Agreements for development of a wide variety of potential products and intellectual property, with the possibility of issuing shares of common stock. On October 26, 2023, the Company’s Board of Directors approved an amendment to the Company’s Development Services Plan which increased the shares of common stock available for issuance under the Development Services Plan by 2,000,000 shares, resulting in total common stock available for issuance under the plan of 10,000,000 shares. As of December 31, 2023, 2,362,000 shares have been earned or issued under the Development Services Plan. The Company recognizes stock-based compensation once the achievement of the performance criteria and vesting conditions are deemed probable. Stock-Based Compensation Costs The compensation cost that has been included in the Company’s consolidated statements of operations for all stock-based compensation arrangements is detailed as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of sales $ 25,082 $ 2,597 $ 737 Research and development 18,741 5,016 4,056 Sales, general and administrative 37,421 32,943 31,657 Total $ 81,244 $ 40,556 $ 36,450 Stock Options A summary of the Company’s stock option activity under the equity plans and related information is as follows (in thousands, except as indicated and per share data): Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 2,916 $ 3.38 Exercised ( 399 ) 2.40 Forfeited ( 48 ) 20.46 Outstanding at December 31, 2023 2,469 $ 3.20 4.22 $ 29,446 Options vested and expected to vest at 2,469 $ 3.20 4.22 $ 29,466 Options exercisable at 2,444 $ 3.11 4.19 $ 29,371 The weighted-average grant-date fair value per share of stock options granted during the year ended December 31, 2021 was $ 9.88 . There were no stock options granted during the years ended December 31, 2023 and 2022. The total intrinsic value of stock options exercised was $ 5.2 million, $ 3.4 million and $ 6.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. The aggregate intrinsic value of options at December 31, 2023 is based on the Company’s closing stock price on the last business day of 2023 of $ 15.11 p er share. The weighted average assumptions used to compute the stock-based compensation costs for the stock options granted during the year ended December 31, 2021 are as follows: Year Ended December 31, 2021 Risk-free interest rate 0.84 % Expected dividend yield — Weighted average expected life (years) 6.07 Volatility 87.38 % As of December 31, 2023, there was $ 0.2 million of unrecognized compensation expense for stock options which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.18 years. Restricted Stock Units and Performance Based Restricted Stock Units The following table summarizes information about the restricted stock units and performance-based restricted units activity (in thousands, except as indicated and per share data): Shares Weighted Weighted Unvested at December 31, 2022 8,533 $ 6.63 Awarded 6,162 15.39 Vested ( 6,724 ) 10.72 Forfeited ( 258 ) 11.30 Unvested at December 31, 2023 7,713 $ 13.56 1.01 The weighted-average grant-date fair value per share of awards granted during the years ended December 31, 2023, 2022 and 2021 was $ 15.39 , $ 8.13 and $ 12.79 , respectively. The total fair value of RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $ 104.3 million, $ 35.2 million and $ 43.9 million, respectively. As of December 31, 2023, there was $ 58.9 million o f unrecognized compensation expense for restricted stock awards, restricted stock units, and performance-based restricted units which is expected to be recognized on a straight-line basis over a weighted average period of approximat ely 1.52 years. Employee Stock Purchase Plan In 2007, the Company adopted the ESPP. On June 14, 2023, the Company’s shareholders approved a third amendment to the ESPP which increased the number of shares of common stock available for purchase under the ESPP by 1,500,000 shares, resulting in total common stock reserved for issuance under the ESPP of 3,637,449 shares. As of December 31, 2023, approximately 1,243,000 shares were available under the ESPP for future issuance. The ESPP provides eligible employees with a means of acquiring equity in the Company at a discounted purchase price using their own accumulated payroll deductions. Under the terms of the ESPP, employees can elect to have up to 20 % of their annual compensation, up to a maximum of $ 21,250 per year, withheld to purchase shares of Company common stock for a purchase price equal to 85 % of the lower of the fair market value per share (at closing) of Company common stock on (i) the commencement date of the six-month offering period or (ii) the respective purchase date. During the years ended December 31, 2023, 2022 and 2021 there were approximately 375,000 , 429,000 and 227,000 shares of common stock, issued under the ESPP, respectively. The Company recogniz ed $ 1.7 million , $ 1.6 million and $ 1.1 million in expense related to the ESPP for the years ended December 31, 2023, 2022 and 2021, respectively. 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 purchase rights under the ESPP are as follows: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 4.54 % - 5.41 % 0.07 % - 4.54 % 0.04 % - 0.12 % Expected dividend yield — — — Expected term (years) 0.41 - 0.60 0.50 - 0.60 0.50 Volatility 40.87 % - 62.77 % 50.29 % - 64.53 % 49.98 % - 78.37 % Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following (in thousands): December 31, 2023 Stock options outstanding 2,469 Unvested restricted stock units 7,713 Employee stock purchase plan 1,243 Senior convertible notes 17,246 Warrants outstanding 8,219 Authorized for future grant under the Distributor and 560 Authorized for future grant under the Management 11 Authorized for future grant under the Company 7,665 45,126 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of the pretax loss are presented in the following table (in thousands): Year Ended December 31, 2023 2022 2021 U.S. Domestic $ ( 178,313 ) $ ( 146,627 ) $ ( 127,943 ) Foreign ( 8,602 ) ( 5,382 ) ( 16,219 ) Net loss before taxes $ ( 186,915 ) $ ( 152,009 ) $ ( 144,162 ) The components of the provision for income taxes are presented in the following table (in thousands): Year Ended December 31, 2023 2022 2021 Current income tax provision: Federal $ 76 $ ( 764 ) $ 123 State 332 ( 140 ) 166 Foreign 145 301 66 Total current 553 ( 603 ) 355 Deferred income tax provision: Federal 37 583 ( 159 ) State — 160 ( 32 ) Foreign ( 867 ) ( 856 ) ( 1,294 ) Total deferred ( 830 ) ( 113 ) ( 1,485 ) Total income tax provision $ ( 277 ) $ ( 716 ) $ ( 1,130 ) The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax loss as a result of the following differences: December 31, 2023 2022 2021 Federal statutory rate 21.00 % 21.00 % 21.00 % Adjustments for tax effects of: State taxes, net ( 0.13 ) 0.03 ( 0.07 ) Stock-based compensation ( 1.12 ) ( 1.79 ) ( 0.48 ) Rate differential 0.18 0.43 0.43 Foreign taxes ( 0.07 ) ( 0.05 ) ( 0.05 ) Other permanent adjustments ( 0.21 ) 0.21 0.08 Credits 1.53 0.00 0.00 Federal uncertain tax positions ( 1.50 ) 0.03 ( 0.08 ) Expiration of tax attribute ( 0.09 ) ( 1.60 ) 0.00 Liquidation entries 0.00 0.86 0.00 Other 0.70 ( 0.27 ) ( 0.13 ) Valuation allowance ( 20.12 ) ( 18.38 ) ( 19.91 ) Effective income tax rate 0.17 % 0.47 % 0.79 % Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating losses $ 167,389 $ 146,464 Interest 16,230 12,979 Capitalized research and development expenses 25,633 12,062 Inventory 12,095 11,298 Lease liability 7,268 7,975 Stock-based compensation 14,024 5,786 Accruals and reserves 6,162 4,806 Legal settlement 440 2,302 Income tax credit carryforwards 4,231 1,566 Total deferred tax assets 253,472 205,238 Valuation allowance ( 211,454 ) ( 167,860 ) Total deferred tax assets, net of valuation allowance 42,018 37,378 Deferred tax liabilities: Property and equipment ( 26,367 ) ( 19,610 ) Goodwill and intangibles ( 13,399 ) ( 15,518 ) Right-of-use assets ( 6,837 ) ( 7,250 ) Unrealized foreign exchange gain ( 254 ) ( 514 ) Total deferred tax liabilities ( 46,857 ) ( 42,892 ) Net deferred tax assets $ ( 4,839 ) $ ( 5,514 ) The realization of deferred tax assets is dependent on the Company’s ability to generate sufficient taxable income in future years in the associated jurisdiction to which the deferred tax assets relate. As of December 31, 2023, a valuation allowance of $ 211.5 million has been established against the deferred tax assets, as the Company has determined that it is currently not likely that these assets will be realized. During the years ended December 31, 2023, 2022 and 2021, the valuation allowance increased by $ 43.6 million, $ 39.4 million and $ 41.0 million, respectively. In determining the need for a valuation allowance, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based on the review of all positive and negative evidence, including a three-year cumulative pretax loss, the Company determined that a full valuation allowance should be recorded against its deferred tax assets, with the exception of the net indefinite lived deferred tax liabilities and the Company’s Texas Temporary Credit for Business Loss Carryforwards. The following table summarizes the changes to unrecognized tax benefits (in thousands): Year ended December 31, 2023 2022 2021 Unrecognized tax benefit at the beginning of the year $ 6,079 $ 15,165 $ 2,452 Increases in tax positions for current year relating to — — 12,713 Increases in tax positions for prior years 1,632 — — Decreases in tax positions for prior years — ( 8,929 ) — Increases in tax positions for current year relating to ongoing operations 1,435 173 — Decreases in tax positions as a result of a lapse of statute of limitations ( 81 ) ( 330 ) — Unrecognized tax benefits at the end of the year $ 9,065 $ 6,079 $ 15,165 At December 31, 2023, 2022 and 2021, $ 8.6 million, $ 5.6 million and $ 14.5 million, respectively, of the Company’s total unrecognized tax benefits, if recognized, would impact the effective income tax rate. In accordance with the disclosure requirements as described in ASC Topic 740, Income Taxes , the Company classifies uncertain tax positions as non-current income tax liabilities unless they are expected to be paid within one year. The Company recognizes interest and penalties related to income tax matters as a component of the income tax provision. As of December 31, 2023, 2022 and 2021, there wer e $ 0.1 million , $ 0.04 million and $ 0.2 million in accrued interest and penalties, respectively. The Company and its subsidiaries are subject to federal income tax as well as income tax of multiple state and foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examination by tax authorities in major jurisdictions for years prior to 2019. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses and tax credits were generated and carried forward and make adjustments up to the amount of the carryforwards. The Company is not currently under examination by the Internal Revenue Service, foreign or state and local tax authorities. At December 31, 2023, the Company had federal, state, and foreign net operating loss carryforwards of $ 567.3 million, $ 448.3 million and $ 117.7 million, respectively. Federal and state net operating losses generated after December 31, 2017 of $ 437.4 million and $ 95.4 million, respectively, can be carried forward indefinitely. The remaining federal and state net operating losses begin expiring at various dates begin ning in 2024 through 2043 , while foreign net operating losses in France carryforward indefinitely. At December 31, 2023, the Company had federal and state research and development tax cre dit carryforwards of $ 5.4 million and $ 3.5 million, respectively. The federal research and development tax credits begin expiring in 2042 and the state research and development tax credits do not have an expiration date and may be carried forward indefinitely. At December 31, 2023, the Company also had interest expense carryovers of $ 67.2 million which can be carried forward indefinitely. Utilization of the net operating loss and tax credit carryforwards may become subject to annual limitations due to ownership change limitations that could occur in the future as provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), as well as similar state provisions. These ownership changes may limit the amount of the net operating loss and tax credit carryforwards that can be utilized annually to offset future taxable income if the Company experiences a cumulative change in ownership of more than 50 % within a three-year testing period. The Company completed formal study through the year ended December 31, 2018 and determined ownership changes within the meaning of IRC Section 382 had occurred. The Company adjusted federal tax attribute carry forwards and deferred tax assets accordingly. The Company will make adjustments to the fully reserved attributes as further studies are completed. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions The Company purchases inventory from an affiliate of Squadron Capital, LLC (the “Squadron Supplier Affiliate”). David Pelizzon, President and Director of Squadron Capital, LLC, currently serves on the Company’s Board of Directors. For the years ended December 31, 2023, 2022 and 2021, the Company purchased inventory in the amounts of $ 19.6 million, $ 10.3 million and $ 7.7 million, respectively, from the Squadron Supplier Affiliate. As of December 31, 2023 and 2022, the Company had $ 5.4 million and $ 2.4 million, respectively, due to the Squadron Supplier Affiliate. |
Business Segment and Geographic
Business Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
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 are as follows (in thousands): Revenue Property and equipment, net Year Ended December 31, December 31, (in thousands) 2023 2022 2021 2023 2022 United States $ 445,351 $ 326,697 $ 223,911 $ 147,705 $ 99,050 International 36,911 24,170 19,301 2,130 2,902 Total $ 482,262 $ 350,867 $ 243,212 $ 149,835 $ 101,952 |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
The Company | 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.S. (“EOS”), is a medical technology company focused on the design, development, and advancement of technology for the better surgical treatment of spinal disorders. The Company, headquartered in Carlsbad, California, markets its products in the United States ("U.S.") and internationally via a network of independent sales agents and direct sales representatives. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and 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 in consolidation. The Company operates in one reportable business segment. |
Prior-year Adjustment | Prior-year Adjustment Subsequent to the issuance of the Company’s consolidated financial statements as of and for the year ended December 31, 2022, the Company identified that a deferred tax liability and additional goodwill related to the acquisition of EOS should have been recorded at the time of the acquisition. The Company corrected the errors in the accompanying consolidated financial statements as of the earliest year presented and has concluded that the correction of these errors is not material to the previously issued financial statements. The correction to the accompanying consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of stockholders' equity, and consolidated statements of cash flows are as follows (in thousands): At December 31, 2022 Consolidated Balance Sheets As Reported Adjustment As Corrected Goodwill $ 39,775 7,592 $ 47,367 Total assets $ 513,376 7,592 $ 520,968 Other long-term liabilities $ 11,543 5,546 $ 17,089 Accumulated other comprehensive loss $ ( 10,690 ) ( 104 ) $ ( 10,794 ) Accumulated deficit $ ( 934,474 ) 2,150 $ ( 932,324 ) Total stockholders' deficit $ ( 36,713 ) 2,046 $ ( 34,667 ) Total liabilities and stockholders' deficit $ 513,376 7,592 $ 520,968 Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Operations As Reported Adjustment As Corrected As Reported Adjustment As Corrected Income tax provision (benefit) $ 140 ( 856 ) $ ( 716 ) $ 164 ( 1,294 ) $ ( 1,130 ) Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Net loss per share, basic and diluted $ ( 1.47 ) $ 0.01 $ ( 1.46 ) $ ( 1.50 ) $ 0.01 $ ( 1.49 ) Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Comprehensive Loss As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Foreign currency translation adjustments $ ( 4,696 ) ( 62 ) $ ( 4,758 ) $ ( 7,198 ) ( 42 ) $ ( 7,240 ) Comprehensive loss $ ( 156,845 ) 794 $ ( 156,051 ) $ ( 151,524 ) 1,252 $ ( 150,272 ) At December 31, 2022 At December 31, 2021 Consolidated Statements of Stockholders' (Deficit) Equity As Reported Adjustment As Corrected As Reported Adjustment As Corrected Foreign currency translation adjustments $ ( 4,696 ) ( 62 ) $ ( 4,758 ) $ ( 7,198 ) ( 42 ) $ ( 7,240 ) Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Accumulated other comprehensive loss $ ( 10,690 ) ( 104 ) $ ( 10,794 ) $ ( 5,994 ) ( 42 ) $ ( 6,036 ) Accumulated deficit $ ( 934,474 ) 2,150 $ ( 932,324 ) $ ( 782,325 ) 1,294 $ ( 781,031 ) Total stockholders' (deficit) equity $ ( 36,713 ) 2,046 $ ( 34,667 ) $ 79,422 1,252 $ 80,674 Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Cash Flows As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Other long-term liabilities $ ( 2,342 ) ( 847 ) $ ( 3,189 ) $ 4,852 ( 1,179 ) $ 3,673 Net cash used for operating activities $ ( 75,143 ) 9 $ ( 75,134 ) $ ( 73,432 ) 115 $ ( 73,317 ) Effect of exchange rate changes on cash $ ( 357 ) ( 9 ) $ ( 366 ) $ ( 1,289 ) ( 115 ) $ ( 1,404 ) |
Reclassification | Reclassification Certain financial statement line items in the consolidated financial statements for the year ended December 31, 2022 have been disaggregated to conform to the current year’s presentation. |
Use of Estimates | Use of Estimates The preparation of 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, deferred tax assets, inventory, stock-based compensation, revenues, income tax uncertainties, and other contingencies. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents, and accounts receivable. The Company limits its exposure to credit loss by depositing its cash and investments with established financial institutions. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company’s customers are primarily hospitals and surgical centers. No one single customer represented greater than 10 percent of consolidated revenues and accounts receivable for the years presented. Credit to customers is granted based on an analysis of the customers’ credit worthiness. Credit losses have not been significant. |
Cash and Cash Equivalents | Cash and Cash Equivalents The company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are presented net of allowance for doubtful accounts. The Company makes judgments as to its ability to collect outstanding receivables and provides allowances for a portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices. In determining the provision for invoices not specifically reviewed, the Company analyzes historical collection experience. If the historical data used to calculate the allowance provided for doubtful accounts does not reflect the Company’s future ability to collect outstanding receivables or if the financial condition of customers were to deteriorate, resulting in impairment of their ability to make payments, an increase in the provision for doubtful accounts may be required. The Company’s accounts receivable generally have net 30 -day payment terms. The Company generally does not allow returns of products that have been delivered. The Company offers standard quality assurance warranty on its products. The Company had no material bad debt expense during the years presented. |
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, and biologics 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, and biologics 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 sales experience to develop assumptions about future demand for its products, while considering 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. For the years ended December 31, 2023, 2022 and 2021, the Company recorded LCNRV charges for excess and obsolete inventory of $ 13.6 million, $ 9.8 million and $ 11.1 million, respectively, net of inventory sold of $ 0.2 million, $ 1.5 million and $ 2.5 million, respectively. For the years ended December 31, 2023, 2022 and 2021, the Company recorded a reduction of reserve for inventory that was disposed of $ 12.9 million, $ 8.2 million and $ 2.1 million , respectively. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years . Leasehold improvements and assets acquired under financing leases are amortized over the shorter of their useful lives or the remaining terms of the related leases. |
Operating Lease | Operating Lease The Company determines whether a contract is a lease or contains 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. If both criteria are met, the Company determines the initial classification and measurement of its right-of-use (“ROU”) asset and lease liability at the lease commencement date and thereafter, if modified. The Company recognizes a ROU asset and lease liability for its operating leases with lease terms greater than 12 months. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. ROU assets and lease liabilities are based on the present value of lease payments over the lease term. The present value of operating lease payments is determined by using the incremental borrowing rate of interest that the Company would borrow on a collateralized basis for an amount equal to the lease payments in a similar economic environment. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in cost of sales, research and development, and sales, general and administrative expenses in the consolidated statements of operations. 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 were immaterial for all years presented. The Company had an immaterial amount of financing leases as of December 31, 2023 and 2022, which is included in property and equipment, net, accrued expenses and other current liabilities, and other long-term liabilities on the consolidated balance sheets. |
Valuation of Goodwill | Valuation of Goodwill Goodwill represents the excess of the cost over the fair value of net assets acquired from the Company’s business combinations. The determination of the value of goodwill and intangible assets arising from business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. Goodwill is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. Goodwill is considered to be impaired if the Company determines that the carrying value of the reporting unit exceeds its respective fair value. The Company’s annual evaluation for impairment of goodwill consists of one reporting unit. The Company completed its most recent annual evaluation for impairment of goodwill as of October 1, 2023 and determined that no impairment existed. In addition, no indicators of impairment were noted through December 31, 2023, and consequently no impairment charge was recorded during the years ended December 31, 2023 , 2022 and 2021. |
Valuation of Intangible Assets | Valuation of Intangible Assets Intangible assets are comprised primarily of purchased technology, customer relationships, trade name, trademarks, and in-process research and development. The Company makes significant judgments in relation to the valuation of intangible assets resulting from business combinations and asset acquisitions. Intangible assets are generally amortized on a straight-line basis over their estimated useful lives of 2 to 12 years . The Company bases the useful lives and related amortization expense on the period of time it estimates the assets will generate net sales or otherwise be used. The Company also periodically reviews the lives assigned to its intangible assets to ensure that its initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows. If a change were to occur in any of the above-mentioned factors or estimates, the likelihood of a material change in the Company’s reported results would increase. The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for its overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the asset over the remaining amortization period, the Company reduces the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period. Significant judgment is required in the forecasts of future operating results that are used in the discounted cash flow valuation models. It is possible that plans may change and estimates used may prove to be inaccurate. If actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, the Company could incur additional impairment charges. There were no impairment charges during the years ended December 31, 2023, 2022 or 2021. In-process research and development ("IPR&D") and software in development have indefinite lives and are not amortized until the related products reach full commercial launch or when the projects are complete and their assets are ready for their intended use. Indefinite-lived intangible assets are considered to be impaired if the products do not reach commercial launch, if the project is not completed or not completed in a timely manner, or if the related products or projects are no longer technologically feasible. Impairment related to IPR&D and software in development is calculated as the excess of the asset's carrying value over its fair value. There were no impairment charges during the years ended December 31, 2023, 2022 or 2021. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated future undiscounted cash flows related to the asset are less than its carrying amount. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. There were no material impairment charges during the years ended December 31, 2023, 2022 or 2021. |
Warrants to Purchase Common Stock | Warrants to Purchase Common Stock Warrants are accounted for in accordance with the applicable accounting guidance as either derivative liabilities or as equity instruments depending on the specific terms of the agreements. All warrants qualify for classification within stockholders' equity. |
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 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from product sales in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Revenue from Contracts with Customers (“Topic 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements, and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the 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, imaging equipment, and related services to hospitals and medical centers through direct sales representatives and independent sales agents. 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 years 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 utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 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. The Company records a contract asset when one or more performance obligations have been completed and revenue has been recognized, but the customer's payment is contingent on the satisfaction of additional performance obligations. 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. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs associated with the design, development, testing, and enhancement of the Company's products. Research and development expenses also include salaries and related employee benefits, research-related overhead expenses, fees paid to external service providers and development consultants in the form of both cash and equity. |
Transaction-related Expenses | Transaction-related Expenses Transaction-related costs are expensed as incurred. Transaction-related expenses consist of certain costs incurred related primarily to the acquisition and integration of Valence, as defined below, and EOS. |
Product Shipment Cost | Product Shipment Cost Product shipment costs for surgical sets are included in sales, general and administrative expenses in the accompanying consolidated statements of operations. Product shipment costs totaled $ 17.3 million , $ 14.8 million and $ 8.3 million for the years ended December 31, 2023, 2022 and 2021 respectively. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for equity-classified awards, principally related to restricted stock units ("RSUs") and performance restricted stock units ("PRSUs") is measured at the grant date based on the estimated fair value of the award. The fair value of equity instruments that are expected to vest is recognized and amortized over the requisite service period. The Company has granted awards with up to four year graded or cliff vesting terms. No exercise price or other monetary payment is required for receipt of the shares issued in settlement of the respective award; instead, consideration is furnished in the form of the participant’s service. The fair value of RSUs including PRSUs with pre-defined performance criteria is based on the stock price on the date of grant. Stock-based compensation recorded in the Company’s consolidated statements of operations is based on awards expected to ultimately vest and has been reduced for estimated forfeitures. The Company’s estimated forfeiture rates may differ from its actual forfeitures. The Company considers its historical experience of pre-vesting forfeitures on awards by each homogenous group of employees as the basis to arrive at its estimated annual pre-vesting forfeiture rates. The Company estimates the fair value of stock options issued under the Company’s equity incentive plans and shares issued to employees under the Company’s employee stock purchase plan (“ESPP”) using a Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options and ESPP offering period which is derived from historical experience. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Awards to non-employees are accounted for under the same stock-based compensation provisions as employees, which require that the fair value of these instruments be recognized as an expense when earned. For Development Service Agreements, where the future payments for product and/or intellectual property rights may be paid in either cash or restricted shares of our common stock at the election of the developer, we estimate the fair value of those awards similar to a stock option, using a Black-Scholes option-pricing model on the date of grant. For Development Service Agreements where the future payments for product and/or intellectual property rights will be paid in restricted shares of our common stock, the fair value is based on the stock price on the date of grant. The stock-based compensation expense is recognized as earned once the award is deemed probable of achieving the pre-defined performance criteria. The stock-based compensation expense is included in cost of sales or research and development expense on the consolidated statements of operations commensurate with the nature of the services performed. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with provisions which set forth an asset and liability approach that requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In making such determination, a review of all available positive and negative evidence must be considered, including scheduled reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. |
Net Loss per Share | 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 year. 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 year determined using the treasury-stock method and the if-converted method for convertible debt. For purposes of this calculation, common stock subject to repurchase by the Company, common stock issuable upon conversion or exercise of convertible notes, preferred shares, options, and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. Due to the Company’s net loss position, the effect of including common stock equivalents in the earnings per share calculation is anti-dilutive, and therefore not included. The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 186,638 ) $ ( 151,293 ) $ ( 143,032 ) Denominator: Weighted average common shares outstanding 121,242 103,373 96,197 Net loss per share, basic and diluted $ ( 1.54 ) $ ( 1.46 ) $ ( 1.49 ) 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 years presented (in thousands): Year Ended December 31, 2023 2022 2021 Series A convertible preferred stock — — 29 Options to purchase common stock and employee stock purchase plan 2,555 2,991 3,416 Unvested restricted stock units 7,713 8,533 8,703 Warrants to purchase common stock 8,219 15,491 20,184 Senior convertible notes 17,246 17,246 17,246 35,733 44,261 49,578 |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted and Issued Accounting Pronouncements In August 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The guidance requires application of Topic 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 Topic 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 adopted ASU No. 2021-08 as of January 1, 2023 , on a prospective basis. The adoption of ASU No. 2021-08 did no t have a material impact on the Company's consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency of income tax disclosures. The guidance in ASU No. 2023-09 allows for a prospective method of transition, with the option to apply the standard retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not intend to early adopt the standard and is in the process of assessing the impact on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures that expands disclosure requirements for reportable segments, primarily through enhanced disclosure of significant segment expenses. The guidance in ASU No. 2023-07 allows for a retrospective method of transition. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not intend to early adopt the standard and is in the process of assessing the impact on its consolidated financial statements and related disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The guidance amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532 Disclosure Update and Simplification issued in 2018. The effective date for each amendment will be the date on which the Securities and Exchange Commission's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. ASU No. 2023-06 is not expected to have a material impact on the Company's financial statements. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Prior-year Adjustment | The correction to the accompanying consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of stockholders' equity, and consolidated statements of cash flows are as follows (in thousands): At December 31, 2022 Consolidated Balance Sheets As Reported Adjustment As Corrected Goodwill $ 39,775 7,592 $ 47,367 Total assets $ 513,376 7,592 $ 520,968 Other long-term liabilities $ 11,543 5,546 $ 17,089 Accumulated other comprehensive loss $ ( 10,690 ) ( 104 ) $ ( 10,794 ) Accumulated deficit $ ( 934,474 ) 2,150 $ ( 932,324 ) Total stockholders' deficit $ ( 36,713 ) 2,046 $ ( 34,667 ) Total liabilities and stockholders' deficit $ 513,376 7,592 $ 520,968 Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Operations As Reported Adjustment As Corrected As Reported Adjustment As Corrected Income tax provision (benefit) $ 140 ( 856 ) $ ( 716 ) $ 164 ( 1,294 ) $ ( 1,130 ) Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Net loss per share, basic and diluted $ ( 1.47 ) $ 0.01 $ ( 1.46 ) $ ( 1.50 ) $ 0.01 $ ( 1.49 ) Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Comprehensive Loss As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Foreign currency translation adjustments $ ( 4,696 ) ( 62 ) $ ( 4,758 ) $ ( 7,198 ) ( 42 ) $ ( 7,240 ) Comprehensive loss $ ( 156,845 ) 794 $ ( 156,051 ) $ ( 151,524 ) 1,252 $ ( 150,272 ) At December 31, 2022 At December 31, 2021 Consolidated Statements of Stockholders' (Deficit) Equity As Reported Adjustment As Corrected As Reported Adjustment As Corrected Foreign currency translation adjustments $ ( 4,696 ) ( 62 ) $ ( 4,758 ) $ ( 7,198 ) ( 42 ) $ ( 7,240 ) Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Accumulated other comprehensive loss $ ( 10,690 ) ( 104 ) $ ( 10,794 ) $ ( 5,994 ) ( 42 ) $ ( 6,036 ) Accumulated deficit $ ( 934,474 ) 2,150 $ ( 932,324 ) $ ( 782,325 ) 1,294 $ ( 781,031 ) Total stockholders' (deficit) equity $ ( 36,713 ) 2,046 $ ( 34,667 ) $ 79,422 1,252 $ 80,674 Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Cash Flows As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Other long-term liabilities $ ( 2,342 ) ( 847 ) $ ( 3,189 ) $ 4,852 ( 1,179 ) $ 3,673 Net cash used for operating activities $ ( 75,143 ) 9 $ ( 75,134 ) $ ( 73,432 ) 115 $ ( 73,317 ) Effect of exchange rate changes on cash $ ( 357 ) ( 9 ) $ ( 366 ) $ ( 1,289 ) ( 115 ) $ ( 1,404 ) |
Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 186,638 ) $ ( 151,293 ) $ ( 143,032 ) Denominator: Weighted average common shares outstanding 121,242 103,373 96,197 Net loss per share, basic and diluted $ ( 1.54 ) $ ( 1.46 ) $ ( 1.49 ) |
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 years presented (in thousands): Year Ended December 31, 2023 2022 2021 Series A convertible preferred stock — — 29 Options to purchase common stock and employee stock purchase plan 2,555 2,991 3,416 Unvested restricted stock units 7,713 8,533 8,703 Warrants to purchase common stock 8,219 15,491 20,184 Senior convertible notes 17,246 17,246 17,246 35,733 44,261 49,578 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 include the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 76,662 — — $ 76,662 Total cash equivalents $ 76,662 — — $ 76,662 December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 62,956 — — $ 62,956 Total cash equivalents $ 62,956 — — $ 62,956 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventories | Inventories consist of the following (in thousands): December 31, 2023 2022 Raw materials $ 23,394 $ 13,928 Work-in-process 950 3,032 Finished goods 112,498 84,561 Inventories $ 136,842 $ 101,521 |
Property and Equipment, Net | Property and equipment, net consist of the following (in thousands, except as indicated): Useful Life December 31, (in years) 2023 2022 Surgical instruments 4 $ 224,357 $ 158,906 Machinery and equipment 7 11,633 9,502 Computer equipment 3 5,778 4,753 Office furniture and equipment 5 6,225 4,760 Leasehold improvements various 3,986 2,965 Construction in progress n/a 24,732 15,360 276,711 196,246 Less: accumulated depreciation ( 126,876 ) ( 94,294 ) Property and equipment, net $ 149,835 $ 101,952 |
Schedule of Goodwill | The change in the carrying amount of goodwill during the year ended December 31, 2023 included the following (in thousands): December 31, 2022 $ 47,367 Goodwill acquired during the year 24,582 Foreign currency fluctuation 1,054 December 31, 2023 $ 73,003 |
Intangible Assets, Net | Intangible assets, net consist of the following (in thousands, except as indicated): Remaining Weighted Avg. Useful Life Gross Accumulated Intangible December 31, 2023: (in years) Amount Amortization Assets, net Developed product technology 6 $ 106,782 $ ( 26,560 ) $ 80,222 Trademarks and trade names 7 5,588 ( 1,561 ) 4,027 Customer relationships 3 14,504 ( 8,692 ) 5,812 Distribution network 1 2,413 ( 2,242 ) 171 Total amortized intangible assets 129,287 ( 39,055 ) 90,232 Software in development n/a 7,934 — 7,934 In-process research and development n/a 4,285 — 4,285 Total intangible assets $ 141,506 $ ( 39,055 ) $ 102,451 . Remaining Weighted Avg. Useful Life Gross Accumulated Intangible December 31, 2022: (in years) Amount Amortization Assets, net Developed product technology 7 $ 75,896 $ ( 13,420 ) $ 62,476 Trademarks and trade names 8 5,421 ( 987 ) 4,434 Customer relationships 4 14,240 ( 6,906 ) 7,334 Distribution network 2 2,413 ( 2,041 ) 372 Total amortized intangible assets 97,970 ( 23,354 ) 74,616 Software in development n/a 2,503 2,503 In-process research and development n/a 5,662 5,662 Total intangible assets $ 106,135 $ ( 23,354 ) $ 82,781 |
Schedule of Intangible Assets, Future Expected Amortization Expense | Future amortization expense related to intangible assets as of December 31, 2023 is as follows (in thousands): Year Ending December 31, 2024 $ 16,699 2025 15,211 2026 15,211 2027 12,989 2028 11,057 Thereafter 19,065 Total $ 90,232 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2023 2022 Payroll and payroll related $ 29,207 $ 19,764 Commissions and sales milestones 21,414 17,444 Accrued legal expenses 10,994 8,345 Royalties 7,968 4,758 Administration fees 2,732 1,912 Inventory in-transit 2,251 3,548 Other taxes payable 1,985 1,955 Interest 1,753 1,122 Professional fees 1,384 1,238 Orthotec litigation settlement obligation — 3,968 Debt issuance costs — 2,690 Other 8,024 5,638 Total accrued expenses and other current liabilities $ 87,712 $ 72,382 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): December 31, 2023 2022 Income tax-related liabilities $ 5,838 $ 6,526 Contract liabilities 2,561 3,047 Royalties 1,065 5,739 Other 1,739 1,777 Other long-term liabilities $ 11,203 $ 17,089 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Opening and Closing Balances of Company's Contract Assets and Liabilities | The opening and closing balances of the Company's contract assets are as follows (in thousands): December 31, December 31, Contract assets $ 3,865 $ — The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): Balance at December 31, 2022 $ 15,003 Payments received 29,482 Revenue recognized ( 28,180 ) Foreign currency fluctuation 169 Balance at December 31, 2023 $ 16,474 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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): December 31, Principal $ 316,250 Unamortized debt issuance costs ( 5,293 ) Net carrying value $ 310,957 |
Debt | Debt consists of the following (in thousands): December 31, 2023 2022 2026 Notes $ 316,250 $ 316,250 OCEANEs — 13,333 Other notes payable 1,175 1,869 EOS PGE Loans 4,537 5,046 Braidwell Term Loan, including final payment fee of $ 4,875 154,875 — Revolving Credit Facility 49,720 35,251 Total 526,557 371,749 Less: unamortized debt discount and debt issuance costs ( 13,714 ) ( 7,290 ) Total 512,843 364,459 Less: short-term debt ( 1,808 ) ( 14,948 ) Total long-term debt $ 511,035 $ 349,511 |
Principal Payments on Debt | Principal payments on debt are as follows as of December 31, 2023 (in thousands): 2024 $ 1,804 2025 1,733 2026 317,802 2027 50,343 2028 154,875 Total 526,557 Less: unamortized debt discount and debt issuance costs ( 13,714 ) Total 512,843 Less: short-term debt ( 1,808 ) Long-term debt $ 511,035 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 (in thousands): 2024 $ 5,505 2025 5,246 2026 5,187 2027 5,175 2028 4,514 Thereafter 8,582 Total undiscounted lease payments 34,209 Less: imputed interest ( 5,373 ) Operating lease liability 28,836 Less: current portion of operating lease liability ( 5,159 ) Operating lease liability, less current portion $ 23,677 |
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 December 31, 2023 and December 31, 2022 are as follows: December 31, 2023 2022 Weighted average remaining lease term (years) 6.5 7.7 Weighted average discount rate 5.5 % 5.5 % |
Summary of Operating Leases | Information related to the Company’s operating leases is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Rent expense $ 5,045 $ 4,643 $ 4,482 Cash paid for amounts included in measurement of lease liabilities $ 5,120 $ 4,409 $ 1,795 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Outstanding Warrants | A summary of all outstanding warrants as of December 31, 2023 is as follows (in thousands): Number of Strike Price Expiration 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 2024 Other* 132 $ 7.45 Various through June 2026 Total 8,219 *Represents weighted average strike price |
Stock Benefit Plans and Stock_2
Stock Benefit Plans and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Compensation Cost for Stock-Based Compensation Arrangements | The compensation cost that has been included in the Company’s consolidated statements of operations for all stock-based compensation arrangements is detailed as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of sales $ 25,082 $ 2,597 $ 737 Research and development 18,741 5,016 4,056 Sales, general and administrative 37,421 32,943 31,657 Total $ 81,244 $ 40,556 $ 36,450 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity under the equity plans and related information is as follows (in thousands, except as indicated and per share data): Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 2,916 $ 3.38 Exercised ( 399 ) 2.40 Forfeited ( 48 ) 20.46 Outstanding at December 31, 2023 2,469 $ 3.20 4.22 $ 29,446 Options vested and expected to vest at 2,469 $ 3.20 4.22 $ 29,466 Options exercisable at 2,444 $ 3.11 4.19 $ 29,371 |
Summary of Weighted Average Assumptions Used to Compute Stock-Based Compensation Costs for Stock Options Granted | The weighted average assumptions used to compute the stock-based compensation costs for the stock options granted during the year ended December 31, 2021 are as follows: Year Ended December 31, 2021 Risk-free interest rate 0.84 % Expected dividend yield — Weighted average expected life (years) 6.07 Volatility 87.38 % |
Summary of Information about Restricted Stock Awards, Restricted Stock Units and Performance-Based Restricted Units Activity | The following table summarizes information about the restricted stock units and performance-based restricted units activity (in thousands, except as indicated and per share data): Shares Weighted Weighted Unvested at December 31, 2022 8,533 $ 6.63 Awarded 6,162 15.39 Vested ( 6,724 ) 10.72 Forfeited ( 258 ) 11.30 Unvested at December 31, 2023 7,713 $ 13.56 1.01 |
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 purchase rights under the ESPP are as follows: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 4.54 % - 5.41 % 0.07 % - 4.54 % 0.04 % - 0.12 % Expected dividend yield — — — Expected term (years) 0.41 - 0.60 0.50 - 0.60 0.50 Volatility 40.87 % - 62.77 % 50.29 % - 64.53 % 49.98 % - 78.37 % |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following (in thousands): December 31, 2023 Stock options outstanding 2,469 Unvested restricted stock units 7,713 Employee stock purchase plan 1,243 Senior convertible notes 17,246 Warrants outstanding 8,219 Authorized for future grant under the Distributor and 560 Authorized for future grant under the Management 11 Authorized for future grant under the Company 7,665 45,126 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of Pretax Loss | The components of the pretax loss are presented in the following table (in thousands): Year Ended December 31, 2023 2022 2021 U.S. Domestic $ ( 178,313 ) $ ( 146,627 ) $ ( 127,943 ) Foreign ( 8,602 ) ( 5,382 ) ( 16,219 ) Net loss before taxes $ ( 186,915 ) $ ( 152,009 ) $ ( 144,162 ) |
Components of Provision for Income Taxes | The components of the provision for income taxes are presented in the following table (in thousands): Year Ended December 31, 2023 2022 2021 Current income tax provision: Federal $ 76 $ ( 764 ) $ 123 State 332 ( 140 ) 166 Foreign 145 301 66 Total current 553 ( 603 ) 355 Deferred income tax provision: Federal 37 583 ( 159 ) State — 160 ( 32 ) Foreign ( 867 ) ( 856 ) ( 1,294 ) Total deferred ( 830 ) ( 113 ) ( 1,485 ) Total income tax provision $ ( 277 ) $ ( 716 ) $ ( 1,130 ) |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax loss as a result of the following differences: December 31, 2023 2022 2021 Federal statutory rate 21.00 % 21.00 % 21.00 % Adjustments for tax effects of: State taxes, net ( 0.13 ) 0.03 ( 0.07 ) Stock-based compensation ( 1.12 ) ( 1.79 ) ( 0.48 ) Rate differential 0.18 0.43 0.43 Foreign taxes ( 0.07 ) ( 0.05 ) ( 0.05 ) Other permanent adjustments ( 0.21 ) 0.21 0.08 Credits 1.53 0.00 0.00 Federal uncertain tax positions ( 1.50 ) 0.03 ( 0.08 ) Expiration of tax attribute ( 0.09 ) ( 1.60 ) 0.00 Liquidation entries 0.00 0.86 0.00 Other 0.70 ( 0.27 ) ( 0.13 ) Valuation allowance ( 20.12 ) ( 18.38 ) ( 19.91 ) Effective income tax rate 0.17 % 0.47 % 0.79 % |
Significant Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating losses $ 167,389 $ 146,464 Interest 16,230 12,979 Capitalized research and development expenses 25,633 12,062 Inventory 12,095 11,298 Lease liability 7,268 7,975 Stock-based compensation 14,024 5,786 Accruals and reserves 6,162 4,806 Legal settlement 440 2,302 Income tax credit carryforwards 4,231 1,566 Total deferred tax assets 253,472 205,238 Valuation allowance ( 211,454 ) ( 167,860 ) Total deferred tax assets, net of valuation allowance 42,018 37,378 Deferred tax liabilities: Property and equipment ( 26,367 ) ( 19,610 ) Goodwill and intangibles ( 13,399 ) ( 15,518 ) Right-of-use assets ( 6,837 ) ( 7,250 ) Unrealized foreign exchange gain ( 254 ) ( 514 ) Total deferred tax liabilities ( 46,857 ) ( 42,892 ) Net deferred tax assets $ ( 4,839 ) $ ( 5,514 ) |
Summary of Changes to Unrecognized Tax Benefits | The following table summarizes the changes to unrecognized tax benefits (in thousands): Year ended December 31, 2023 2022 2021 Unrecognized tax benefit at the beginning of the year $ 6,079 $ 15,165 $ 2,452 Increases in tax positions for current year relating to — — 12,713 Increases in tax positions for prior years 1,632 — — Decreases in tax positions for prior years — ( 8,929 ) — Increases in tax positions for current year relating to ongoing operations 1,435 173 — Decreases in tax positions as a result of a lapse of statute of limitations ( 81 ) ( 330 ) — Unrecognized tax benefits at the end of the year $ 9,065 $ 6,079 $ 15,165 |
Business Segment and Geograph_2
Business Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 are as follows (in thousands): Revenue Property and equipment, net Year Ended December 31, December 31, (in thousands) 2023 2022 2021 2023 2022 United States $ 445,351 $ 326,697 $ 223,911 $ 147,705 $ 99,050 International 36,911 24,170 19,301 2,130 2,902 Total $ 482,262 $ 350,867 $ 243,212 $ 149,835 $ 101,952 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Customer Segment | Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | |||
Number of Reportable Segments | Segment | 1 | ||
Accounts receivable payment terms | 30 days | ||
Write-down for excess and obsolete inventories | $ 13,608,000 | $ 9,792,000 | $ 11,147,000 |
Inventory sold, net | 200,000 | 1,500,000 | 2,500,000 |
Reduction of reserve for inventory | 12,900,000 | 8,200,000 | 2,100,000 |
Goodwill impairment charge | 0 | 0 | 0 |
Intangible asset impairment charge | 0 | 0 | 0 |
Impairment charges of Long-lived assets disposition | 0 | 0 | 0 |
Impairment charges of Long-lived assets held for use | 0 | 0 | 0 |
Sales, general and administrative | $ 374,080,000 | 300,013,000 | 229,271,000 |
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate202108Member | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Product Shipment | |||
Significant Accounting Policies [Line Items] | |||
Sales, general and administrative | $ 17,300,000 | 14,800,000 | 8,300,000 |
In-Process Research and Development | |||
Significant Accounting Policies [Line Items] | |||
Intangible asset impairment charge | $ 0 | $ 0 | $ 0 |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 3 years | ||
Intangible assets, amortization period | 2 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 7 years | ||
Intangible assets, amortization period | 12 years | ||
Vesting period | 4 years | ||
Percentage of revenue from other distinct performance obligations of total revenue | 10% | ||
Sales | Customer Concentration Risk | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, number of customers | Customer | 0 | 0 | |
Accounts Receivable | Customer Concentration Risk | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, number of customers | Customer | 0 | 0 |
Organization and Significant _5
Organization and Significant Accounting Policies - Schedule of Prior-year Adjustment - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Goodwill | $ 73,003 | $ 47,367 | ||
Total assets | 805,208 | 520,968 | ||
Other long-term liabilities | 11,203 | 17,089 | ||
Accumulated other comprehensive loss | (8,323) | (10,794) | $ (6,036) | |
Accumulated deficit | (1,118,962) | (932,324) | (781,031) | |
Total stockholders' deficit | 78,116 | (34,667) | 80,674 | $ 129,880 |
Total liabilities and stockholders' deficit | $ 805,208 | 520,968 | ||
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Goodwill | 39,775 | |||
Total assets | 513,376 | |||
Other long-term liabilities | 11,543 | |||
Accumulated other comprehensive loss | (10,690) | (5,994) | ||
Accumulated deficit | (934,474) | (782,325) | ||
Total stockholders' deficit | (36,713) | 79,422 | ||
Total liabilities and stockholders' deficit | 513,376 | |||
Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Goodwill | 7,592 | |||
Total assets | 7,592 | |||
Other long-term liabilities | 5,546 | |||
Accumulated other comprehensive loss | (104) | (42) | ||
Accumulated deficit | 2,150 | 1,294 | ||
Total stockholders' deficit | 2,046 | $ 1,252 | ||
Total liabilities and stockholders' deficit | $ 7,592 |
Organization and Significant _6
Organization and Significant Accounting Policies - Schedule of Prior-year Adjustment - Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income tax provision (benefit) | $ (277) | $ (716) | $ (1,130) |
Net loss | $ (186,638) | $ (151,293) | $ (143,032) |
Net loss per share, basic | $ (1.54) | $ (1.46) | $ (1.49) |
Net loss per share, diluted | $ (1.54) | $ (1.46) | $ (1.49) |
As Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income tax provision (benefit) | $ 140 | $ 164 | |
Net loss | $ (152,149) | $ (144,326) | |
Net loss per share, basic | $ (1.47) | $ (1.5) | |
Net loss per share, diluted | $ (1.47) | $ (1.5) | |
Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income tax provision (benefit) | $ (856) | $ (1,294) | |
Net loss | $ 856 | $ 1,294 | |
Net loss per share, basic | $ 0.01 | $ 0.01 | |
Net loss per share, diluted | $ 0.01 | $ 0.01 |
Organization and Significant _7
Organization and Significant Accounting Policies - Schedule of Prior-year Adjustment - Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss | $ (186,638) | $ (151,293) | $ (143,032) |
Foreign currency translation adjustments | 2,471 | (4,758) | (7,240) |
Comprehensive loss | $ (184,167) | (156,051) | (150,272) |
As Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss | (152,149) | (144,326) | |
Foreign currency translation adjustments | (4,696) | (7,198) | |
Comprehensive loss | (156,845) | (151,524) | |
Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss | 856 | 1,294 | |
Foreign currency translation adjustments | (62) | (42) | |
Comprehensive loss | $ 794 | $ 1,252 |
Organization and Significant _8
Organization and Significant Accounting Policies - Schedule of Prior-year Adjustment - Consolidated Statements of Stockholders' Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Foreign currency translation adjustments | $ 2,471 | $ (4,758) | $ (7,240) | |
Net loss | (186,638) | (151,293) | (143,032) | |
Accumulated other comprehensive loss | (8,323) | (10,794) | (6,036) | |
Accumulated deficit | (1,118,962) | (932,324) | (781,031) | |
Total stockholders' (deficit) equity | $ 78,116 | (34,667) | 80,674 | $ 129,880 |
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Foreign currency translation adjustments | (4,696) | (7,198) | ||
Net loss | (152,149) | (144,326) | ||
Accumulated other comprehensive loss | (10,690) | (5,994) | ||
Accumulated deficit | (934,474) | (782,325) | ||
Total stockholders' (deficit) equity | (36,713) | 79,422 | ||
Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Foreign currency translation adjustments | (62) | (42) | ||
Net loss | 856 | 1,294 | ||
Accumulated other comprehensive loss | (104) | (42) | ||
Accumulated deficit | 2,150 | 1,294 | ||
Total stockholders' (deficit) equity | $ 2,046 | $ 1,252 |
Organization and Significant _9
Organization and Significant Accounting Policies - Schedule of Prior-year Adjustment - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss | $ (186,638) | $ (151,293) | $ (143,032) |
Other long-term liabilities | (6,362) | (3,189) | 3,673 |
Net cash used for operating activities | (78,485) | (75,134) | (73,317) |
Effect of exchange rate changes on cash | $ (185) | (366) | (1,404) |
As Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss | (152,149) | (144,326) | |
Other long-term liabilities | (2,342) | 4,852 | |
Net cash used for operating activities | (75,143) | (73,432) | |
Effect of exchange rate changes on cash | (357) | (1,289) | |
Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss | 856 | 1,294 | |
Other long-term liabilities | (847) | (1,179) | |
Net cash used for operating activities | 9 | 115 | |
Effect of exchange rate changes on cash | $ (9) | $ (115) |
Organization and Significant_10
Organization and Significant Accounting Policies - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (186,638) | $ (151,293) | $ (143,032) |
Denominator: | |||
Weighted average shares outstanding, basic | 121,242 | 103,373 | 96,197 |
Weighted average shares outstanding, diluted | 121,242 | 103,373 | 96,197 |
Net loss per share, basic | $ (1.54) | $ (1.46) | $ (1.49) |
Net loss per share, diluted | $ (1.54) | $ (1.46) | $ (1.49) |
Organization and Significant_11
Organization and Significant Accounting Policies - Anti-Dilutive Securities of Common Stock Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 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) | 35,733 | 44,261 | 49,578 |
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) | 2,555 | 2,991 | 3,416 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities not included in diluted net loss per share (in shares) | 7,713 | 8,533 | 8,703 |
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) | 8,219 | 15,491 | 20,184 |
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 | 17,246 | 17,246 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | |
Apr. 19, 2023 | May 31, 2021 | |
Navigation-enabled Robotics Platform | Asset Purchase Agreement | ||
Business Acquisition [Line Items] | ||
Purchase price in cash | $ 55 | |
Tender Offer Agreement | EOS Imaging S.A. | ||
Business Acquisition [Line Items] | ||
Purchase price | $ 100 | |
Tender Offer Agreement | EOS Imaging S.A. | EOS Share | ||
Business Acquisition [Line Items] | ||
Business acquisition ownership percentage acquired | 100% | |
Tender Offer Agreement | EOS Imaging S.A. | OCEANEs | ||
Business Acquisition [Line Items] | ||
Business acquisition ownership percentage acquired | 57% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on a recurring basis | $ 76,662 | $ 62,956 |
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 | 76,662 | 62,956 |
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 | 76,662 | 62,956 |
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 | $ 76,662 | $ 62,956 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2021 | |
2026 Notes | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Interest rate | 0.75% | ||
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 | $ 0 | $ 13,300,000 | |
Fair value, inputs, level 1 | 2026 Notes | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Interest rate | 0.75% | ||
Fair value of long-term debt | $ 335,400,000 | $ 288,800,000 | |
Debt maturity year | 2026 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 23,394 | $ 13,928 |
Work-in-process | 950 | 3,032 |
Finished goods | 112,498 | 84,561 |
Inventories | $ 136,842 | $ 101,521 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 276,711 | $ 196,246 |
Less: accumulated depreciation | (126,876) | (94,294) |
Property and equipment, net | $ 149,835 | 101,952 |
Surgical instruments | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (in years) | 4 years | |
Property and equipment, gross | $ 224,357 | 158,906 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (in years) | 7 years | |
Property and equipment, gross | $ 11,633 | 9,502 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (in years) | 3 years | |
Property and equipment, gross | $ 5,778 | 4,753 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (in years) | 5 years | |
Property and equipment, gross | $ 6,225 | 4,760 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | various | |
Property and equipment, gross | $ 3,986 | 2,965 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 24,732 | $ 15,360 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Line Items] | |||
Depreciation | $ 40,900 | $ 31,000 | $ 20,300 |
Amortization of intangible assets | 15,200 | 10,200 | $ 6,400 |
Additions to goodwill | $ 24,582 | ||
Additions to definite-lived intangible assets, useful life | 7 years | ||
Developed Product Technology | |||
Balance Sheet Related Disclosures [Line Items] | |||
Additions to definite-lived intangible assets | $ 26,900 | ||
Property and equipment | |||
Balance Sheet Related Disclosures [Line Items] | |||
Financing leased assets, gross | $ 1,100 | $ 400 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Balance Sheet Related Disclosures [Abstract] | |
December 31, 2022 | $ 47,367 |
Goodwill acquired during the year | 24,582 |
Foreign currency fluctuation | 1,054 |
December 31, 2023 | $ 73,003 |
Balance Sheet Details - Intangi
Balance Sheet Details - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Total amortized intangible assets, Gross Amount | $ 129,287 | $ 97,970 |
Total amortized intangible assets, Accumulated Amortization | (39,055) | (23,354) |
Total amortized intangible assets, net | 90,232 | 74,616 |
Total Intangible assets, Gross Amount | 141,506 | 106,135 |
Total intangible assets, net | $ 102,451 | $ 82,781 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net Remaining Weighted Avg. Useful Life | 6 years | 7 years |
Total amortized intangible assets, Gross Amount | $ 106,782 | $ 75,896 |
Total amortized intangible assets, Accumulated Amortization | (26,560) | (13,420) |
Total amortized intangible assets, net | $ 80,222 | $ 62,476 |
Trademarks and trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net Remaining Weighted Avg. Useful Life | 7 years | 8 years |
Total amortized intangible assets, Gross Amount | $ 5,588 | $ 5,421 |
Total amortized intangible assets, Accumulated Amortization | (1,561) | (987) |
Total amortized intangible assets, net | $ 4,027 | $ 4,434 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net Remaining Weighted Avg. Useful Life | 3 years | 4 years |
Total amortized intangible assets, Gross Amount | $ 14,504 | $ 14,240 |
Total amortized intangible assets, Accumulated Amortization | (8,692) | (6,906) |
Total amortized intangible assets, net | $ 5,812 | $ 7,334 |
Distribution network | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net Remaining Weighted Avg. Useful Life | 1 year | 2 years |
Total amortized intangible assets, Gross Amount | $ 2,413 | $ 2,413 |
Total amortized intangible assets, Accumulated Amortization | (2,242) | (2,041) |
Total amortized intangible assets, net | 171 | 372 |
Software in development | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets, Gross Amount | 7,934 | 2,503 |
Indefinite-Lived Intangible Assets, net | 7,934 | 2,503 |
In process research and development | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets, Gross Amount | 4,285 | 5,662 |
Indefinite-Lived Intangible Assets, net | $ 4,285 | $ 5,662 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Intangible Assets, Future Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
2024 | $ 16,699 | |
2025 | 15,211 | |
2026 | 15,211 | |
2027 | 12,989 | |
2028 | 11,057 | |
Thereafter | 19,065 | |
Total amortized intangible assets, net | $ 90,232 | $ 74,616 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Payroll and payroll related | $ 29,207 | $ 19,764 |
Commissions and sales milestones | 21,414 | 17,444 |
Accrued legal expenses | 10,994 | 8,345 |
Royalties | 7,968 | 4,758 |
Administration fees | 2,732 | 1,912 |
Inventory in-transit | 2,251 | 3,548 |
Other taxes payable | 1,985 | 1,955 |
Interest | 1,753 | 1,122 |
Professional fees | 1,384 | 1,238 |
Orthotec litigation settlement obligation | 3,968 | |
Debt issuance costs | 2,690 | |
Other | 8,024 | 5,638 |
Total accrued expenses and other current liabilities | $ 87,712 | $ 72,382 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Income tax-related liabilities | $ 5,838 | $ 6,526 |
Contract liabilities | 2,561 | 3,047 |
Royalties | 1,065 | 5,739 |
Other | 1,739 | 1,777 |
Other long-term liabilities | $ 11,203 | $ 17,089 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |||
Contract liabilities, current | $ 13,910 | $ 11,956 | |
Contract liabilities, non-current | 2,561 | 3,047 | |
Revenue recognized from contract liabilities | 28,180 | 21,600 | |
Revenue from contract liabilities | $ 10,900 | $ 12,900 | $ 14,600 |
Contract Assets and Contract _4
Contract Assets and Contract Liabilities - Opening and Closing Balances of Company's Contract Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contract assets | $ 3,865 |
Contract Assets and Contract _5
Contract Assets and Contract Liabilities - Opening and Closing Balances of Company's Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Balance at December 31, 2022 | $ 15,003 | |
Payments received | 29,482 | |
Revenue recognized | (28,180) | $ (21,600) |
Foreign currency fluctuation | 169 | |
Balance at December 31 2023 | $ 16,474 | $ 15,003 |
Debt - Term Loan (Details)
Debt - Term Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 06, 2023 | Dec. 31, 2023 | Sep. 28, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Initial term loan facility | $ 512,843 | $ 364,459 | ||
Braidwell Term Loan | Braidwell Transaction Holdings, LLC | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 150,000 | |||
Initial term loan facility | $ 100,000 | |||
Debt instrument drew | $ 50,000 | |||
Credit facility outstanding balance | $ 150,000 | |||
Effective interest rate | 12.20% | |||
Debt instrument, maturity date | Jan. 06, 2028 | |||
Interest rate | 11.20% | |||
Interest expenses | $ 13,200 | |||
Amortization of debt issuance costs | 400 | |||
Amortization of debt discount | 200 | |||
Debt discount | 1,300 | |||
Debt issuance costs incurred | $ 3,400 | $ 3,000 | ||
Commitment fees incurred | $ 1,500 | |||
Undrawn commitment fee | 1% | |||
Final payment fee percentage | 3.25% | |||
Interest rate terms | Borrowings under the Braidwell Term Loan bear interest at a rate per annum equal to the Term Secured Overnight Financing Rate for such SOFR business day ("SOFR") subject to a 3% floor, plus 5.75%. | |||
Braidwell Term Loan | Braidwell Transaction Holdings, LLC | Minimum | ||||
Debt Instrument [Line Items] | ||||
Fee amount percentage | 1% | |||
Braidwell Term Loan | Braidwell Transaction Holdings, LLC | Maximum | ||||
Debt Instrument [Line Items] | ||||
Fee amount percentage | 3% | |||
Braidwell Term Loan | Braidwell Transaction Holdings, LLC | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Interest rate per annum | 5.75% | |||
Braidwell Term Loan | Braidwell Transaction Holdings, LLC | Secured Overnight Financing Rate (SOFR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate per annum | 3% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||||
Repayment of outstanding balance | $ 119,500,000 | $ 27,500,000 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Increase in borrowing capacity | 25,000,000 | |||
Maximum commitment amount | $ 75,000,000 | |||
Credit facility outstanding balance | 49,700,000 | |||
Credit facility matures date | Sep. 29, 2027 | |||
Credit facility, matures period prior to final maturity date of 2026 notes | 90 days | |||
Debt issuance costs incurred | $ 1,400,000 | |||
Debt issuance costs, net of accumulated amortization | $ 1,000,000 | 1,300,000 | ||
Interest rate | 9% | |||
Unused line fee percentage per annum | 0.50% | |||
Lockbox arrangement, percentage of revolving loan limit maximum availability | 30% | |||
Lockbox arrangement, revolving loan limit number of consecutive business day | 5 days | |||
Interest expenses | $ 2,000,000 | 200,000 | ||
Amortization of debt issuance costs | $ 300,000 | $ 100,000 | ||
Revolving Credit Facility | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Repayment of outstanding balance | $ 42,000,000 | |||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate per annum | 3.50% |
Debt - 0.75% Convertible Senior
Debt - 0.75% Convertible Senior Notes due 2026 (Details) - 0.75% Convertible Senior Notes due 2026 | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) Days | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
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% | |||
Interest expenses | $ 4,400,000 | $ 4,400,000 | $ 1,700,000 | |
Amortization of debt issuance costs | $ 2,000,000 | $ 2,000,000 | $ 800,000 | |
Minimum | ||||
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) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal | $ 526,557 | $ 371,749 |
Net carrying value | 512,843 | 364,459 |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Principal | 316,250 | $ 316,250 |
Unamortized debt issuance costs | (5,293) | |
Net carrying value | $ 310,957 |
Debt - Capped Call Transactions
Debt - Capped Call Transactions (Details) - 0.75% Convertible Senior Notes due 2026 - Capped Call Transactions $ in Millions | 12 Months Ended | |
Aug. 05, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
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) | 8 Months Ended | 12 Months Ended | ||
May 31, 2018 USD ($) ConvertibleBond | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
OCEANEs remained outstanding | $ 512,843,000 | $ 364,459,000 | ||
Carrying value of OCEANEs | $ 526,557,000 | 371,749,000 | ||
OCEANE Convertible Bonds | EOS Imaging S.A. | ||||
Debt Instrument [Line Items] | ||||
Number of OCEANE convertible bonds issued | ConvertibleBond | 4,344,651 | |||
Aggregate gross proceeds | $ 34,300,000 | |||
Interest rate | 6% | |||
Payment terms | The OCEANEs were unsecured obligations of EOS, ranked equally with all other unsecured and unsubordinated obligations of EOS, and paid 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 | |||
Debt instrument, Date of first payment | Nov. 30, 2018 | |||
Debt instrument, maturity date | May 31, 2023 | |||
OCEANEs remained outstanding | $ 0 | |||
Interest expenses | $ 700,000 | $ 300,000 | $ 800,000 |
Debt - Other Debt Agreements (D
Debt - Other Debt Agreements (Details) - EOS Imaging S.A. $ in Millions | 1 Months Ended | 4 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Apr. 30, 2021 USD ($) Agreement | Dec. 31, 2023 USD ($) | |
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 | $ 3.6 | ||
Effective interest rate | 1.75% | ||
Debt instrument interest rate amount | $ 1.6 | ||
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. | ||
Debt instrument, extended maturity year | 2027 | ||
Loan One | |||
Line Of Credit Facility [Line Items] | |||
Outstanding loan obligation | $ 3.1 | ||
Weighted average interest rate on loan | 0.98% | ||
Percentage of weighted average cost of state guaranty | 0.69% | ||
Loan Two | |||
Line Of Credit Facility [Line Items] | |||
Outstanding loan obligation | $ 1.4 | ||
Weighted average interest rate on loan | 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 - Debt (Details)
Debt - Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 526,557 | $ 371,749 |
Less: unamortized debt discount and debt issuance costs | (13,714) | (7,290) |
Net carrying value | 512,843 | 364,459 |
Less: short-term debt | (1,808) | (14,948) |
Total long-term debt | 511,035 | 349,511 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total | 49,720 | 35,251 |
Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total | 1,175 | 1,869 |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Total | 316,250 | 316,250 |
Net carrying value | 310,957 | |
OCEANE Convertible Bonds | ||
Debt Instrument [Line Items] | ||
Total | 13,333 | |
EOS PGE Loans | ||
Debt Instrument [Line Items] | ||
Total | 4,537 | $ 5,046 |
Braidwell Term Loan | ||
Debt Instrument [Line Items] | ||
Total | $ 154,875 |
Debt - Debt (Parenthetical) (De
Debt - Debt (Parenthetical) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Braidwell Term Loan | |
Debt Instrument [Line Items] | |
Final payment fee | $ 4,875 |
Debt - Principal Payments on De
Debt - Principal Payments on Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 1,804 | |
2025 | 1,733 | |
2026 | 317,802 | |
2027 | 50,343 | |
2028 | 154,875 | |
Total | 526,557 | $ 371,749 |
Less: unamortized debt discount and debt issuance costs | (13,714) | (7,290) |
Net carrying value | 512,843 | 364,459 |
Less: short-term debt | (1,808) | (14,948) |
Total long-term debt | $ 511,035 | $ 349,511 |
Debt - Paycheck Protection Loan
Debt - Paycheck Protection Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 23, 2020 | Dec. 31, 2021 | |
Line Of Credit Facility [Line Items] | ||
Gain (loss) on debt extinguishment | $ (7,434) | |
Paycheck Protection Program Loans | ||
Line Of Credit Facility [Line Items] | ||
Proceeds from loan | $ 4,300 | |
Debt forgiveness | 4,300 | |
Gain (loss) on debt extinguishment | $ 4,300 |
Debt - Squadron Medical Credit
Debt - Squadron Medical Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Aug. 10, 2021 | Nov. 06, 2018 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Line Of Credit Facility [Line Items] | ||||||
Issuance of common stock | 139,257,000 | 106,673,000 | ||||
Gain (loss) on debt extinguishment | $ (7,434) | |||||
Number of warrants outstanding | 8,219,000 | |||||
Squadron Medical Term Loan | ||||||
Line Of Credit Facility [Line Items] | ||||||
Issuance of common stock | 2,700,270 | |||||
Common stock price per share | $ 11.11 | |||||
Additional debt issuance costs | $ 3,800 | |||||
New debt issuance costs | 30,000 | |||||
Gain (loss) on debt extinguishment | $ (6,100) | $ (11,700) | ||||
Debt instrument capitalized non-cash costs | $ 3,800 | |||||
Repaid of outstanding principal | $ 45,000 | |||||
Accrued interest | $ 200 | |||||
Squadron Medical Term Loan | Common Stock | Participant Lender | ||||||
Line Of Credit Facility [Line Items] | ||||||
Number of warrants outstanding | 6,759,530 | |||||
Squadron Medical Term Loan | Term Loan | ||||||
Line Of Credit Facility [Line Items] | ||||||
Additional line of credit | $ 15,000 | |||||
Debt instrument, maturity date | Jun. 30, 2026 | |||||
Secured debt agreement | $ 30,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 04, 2019 ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||
Lessee operating lease, description | Any short-term leases defined as twelve months or less or month-to-month leases are excluded and continue to be expensed each month. Total costs associated with these short-term leases is immaterial to all years presented. | ||
Right-of-use assets | $ 26,410 | $ 28,360 | |
Lease liability | 28,836 | ||
Remaining minimum purchase commitment required | $ 13,900 | ||
Building Lease | |||
Loss Contingencies [Line Items] | |||
Operating lease term | 10 years | ||
Area for facility of office, engineering and research and development space | ft² | 121,541 | ||
Lease agreement commencement date | Feb. 01, 2021 | ||
Lease agreement expiry date | Jan. 31, 2031 | ||
Lease renewal term | 260 months | ||
Annual increase in base rent | 3% | ||
Minimum | |||
Loss Contingencies [Line Items] | |||
Operating lease term | 1 year | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Operating lease term | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Annual Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 5,505 | |
2025 | 5,246 | |
2026 | 5,187 | |
2027 | 5,175 | |
2028 | 4,514 | |
Thereafter | 8,582 | |
Total undiscounted lease payments | 34,209 | |
Less: imputed interest | (5,373) | |
Operating lease liability | 28,836 | |
Less: current portion of operating lease liability | (5,159) | $ (4,842) |
Operating lease liability, less current portion | $ 23,677 | $ 26,562 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Weighted-Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term (years) | 6 years 6 months | 7 years 8 months 12 days |
Weighted average discount rate | 5.50% | 5.50% |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 5,045 | $ 4,643 | $ 4,482 |
Cash paid for amounts included in measurement of lease liabilities | $ 5,120 | $ 4,409 | $ 1,795 |
Orthotec Settlement - Additiona
Orthotec Settlement - Additional Information (Details) - Orthotec LLC, litigation settlement | 1 Months Ended | ||||
Oct. 01, 2014 USD ($) | Aug. 13, 2014 USD ($) Installment | Apr. 30, 2014 USD ($) | Mar. 31, 2014 USD ($) | Dec. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |||||
Judgment assessed by court for (against) company | $ 49,000,000 | ||||
Payments of settlement | $ 15,750,000 | $ 1,750,000 | |||
Number of quarterly installments | Installment | 28 | ||||
Litigation settlement interest, quarterly installments, amount | $ 1,100,000 | ||||
Litigation settlement, final installment amount | 700,000 | ||||
Litigation settlement, remaining outstanding balance including interest | $ 0 | ||||
Beginning Fourth Quarter of 2014 | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement, full amount to be paid in quarterly installments | $ 31,500,000 | ||||
Litigation settlement interest, quarterly installments, amount | $ 1,100,000 | ||||
Litigation settlement interest rate | 7% | ||||
Litigation settlement payments, quarterly payment amount | $ 1,100,000 | ||||
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) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation settlement obligation - short-term portion | $ 3,968 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||
Nov. 17, 2023 | Oct. 27, 2023 | Aug. 11, 2023 | Apr. 19, 2023 | Aug. 03, 2021 | Mar. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||
Net proceeds from offering | $ 213,181,000 | $ 131,828,000 | |||||||
Redeemable preferred stock carrying value | $ 23,603,000 | $ 23,603,000 | |||||||
Redeemable preferred stock authorized | 20,000,000 | 20,000,000 | |||||||
Redeemable preferred stock, price per share | $ 0.0001 | $ 0.0001 | |||||||
Warrants outstanding | 8,219,000 | ||||||||
Patrick S. Miles | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Warrant extended term | 7 years | ||||||||
Warrant expiration period | 5 years | ||||||||
Number of warrants issued (in shares) | 0 | ||||||||
SafeOp Surgical, Inc. | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Warrant expiration period | 5 years | ||||||||
Number of warrants exercised | 937,000 | 257,000 | |||||||
Warrants outstanding | 0 | ||||||||
Squadron Medical | Participant Lender | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Number of warrants issued (in shares) | 0 | ||||||||
2017 PIPE Warrants | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Warrant expiration period | 5 years | ||||||||
Proceeds from exercise of warrant | $ 3,500,000 | ||||||||
Number of warrants exercised | 2,312,000 | ||||||||
Warrants outstanding | 0 | ||||||||
2018 Common Stock Warrants | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Proceeds from exercise of warrant | $ 400,000 | $ 400,000 | |||||||
Number of warrants exercised | 6,311,000 | 2,168,000 | |||||||
Warrants outstanding | 0 | ||||||||
Redeemable Preferred Stock | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Redeemable preferred stock carrying value | $ 23,600,000 | $ 23,600,000 | |||||||
Redeemable preferred stock authorized | 20,000,000 | 20,000,000 | |||||||
Redeemable preferred stock redemption, price per share | $ 9 | $ 9 | |||||||
Redeemable preferred stock, price per share | $ 7.11 | $ 7.11 | |||||||
Common Stock | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock issued | 19,725,000 | ||||||||
Underwritten Public Offering | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Additional common stock shares granted to purchase, optional | 470,769 | ||||||||
Net proceeds from offering | $ 145,800,000 | ||||||||
Underwritten Public Offering | Common Stock | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Shares offering price per share | $ 10.5 | ||||||||
Common stock issued | 14,300,000 | ||||||||
Private Placement | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock issued | 12,421,242 | ||||||||
Net proceeds from private placement | $ 131,800,000 | ||||||||
Gross proceeds from private placement | 138,000,000 | ||||||||
Private placement fee net | $ 6,200,000 | ||||||||
Private Placement | Common Stock | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock issued | 12,421,000 | ||||||||
Market Offering | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Number of shares issued in transaction | 668,484 | ||||||||
Net proceeds from offering | $ 9,900,000 | ||||||||
Registered Securities Offering | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Number of shares issued in transaction | 4,285,715 | ||||||||
Net proceeds from offering | $ 57,500,000 | ||||||||
Registered Securities Offering | Common Stock | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Shares offering price per share | $ 14 | ||||||||
0.75% Convertible Senior Notes | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Share repurchase, authorized amount | $ 25,000,000 | ||||||||
Number of shares repurchased | 1,806,358 | 0 | 0 | ||||||
Aggregate price of repurchased shares | $ 25,000,000 |
Equity - Summary of Outstanding
Equity - Summary of Outstanding Warrants (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants | 8,219,000 |
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 2024 |
Other Warrants | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants | 132,000 |
Strike Price | $ / shares | $ 7.45 |
Expiration | Various through June 2026 |
Stock Benefit Plans and Stock_3
Stock Benefit Plans and Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 26, 2023 | Jun. 16, 2021 | Sep. 30, 2016 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 25, 2023 | Jun. 14, 2023 | Apr. 08, 2020 | Jul. 31, 2019 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance | 45,126,000 | ||||||||||
Straight-line basis over a weighted average period | 1 year 2 months 4 days | ||||||||||
Stock-based compensation | $ 81,244,000 | $ 40,556,000 | $ 36,450,000 | ||||||||
Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock issued | 19,725,000 | ||||||||||
Number of warrants available to be granted | 338,000 | ||||||||||
Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 4 years | ||||||||||
Employee Stock Option | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance | 2,469,000 | ||||||||||
Weighted-average grant-date fair value of stock options granted | $ 9.88 | ||||||||||
Stock options granted | 0 | 0 | |||||||||
Total intrinsic value of stock options exercised | $ 5,200,000 | $ 3,400,000 | $ 6,800,000 | ||||||||
Share price | $ 15.11 | ||||||||||
Unrecognized compensation expense for stock options and awards expected to be recognized | $ 200,000 | ||||||||||
Unvested Restricted Stock Award | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted shares granted under the plan | 6,162,000 | ||||||||||
Straight-line basis over a weighted average period | 1 year 6 months 7 days | ||||||||||
Weighted average grant-date fair value of awards granted | $ 15.39 | $ 8.13 | $ 12.79 | ||||||||
Unrecognized compensation expense for restricted stock awards, restricted stock units and performance-based restricted units expected to be recognized | $ 58,900,000 | ||||||||||
Total fair value of awards vested | $ 104,300,000 | $ 35,200,000 | $ 43,900,000 | ||||||||
ESPP | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance | 1,243,000 | 3,637,449 | |||||||||
Number of shares available for grant | 1,500,000 | ||||||||||
Employee stock purchase plan, maximum annual compensation percentage | 20% | ||||||||||
Employee stock purchase plan, maximum annual compensation amount | $ 21,250 | ||||||||||
Purchase price equal to the lower of the fair market value per share (at closing) of Company common stock | 85% | ||||||||||
Employee stock purchase plan, offering period | 6 months | ||||||||||
Shares of common stock issued under the ESPP | 375,000 | 429,000 | 227,000 | ||||||||
Stock-based compensation | $ 1,700,000 | $ 1,600,000 | $ 1,100,000 | ||||||||
2016 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance | 26,383,333 | ||||||||||
Number of shares available for grant | 7,097,000 | 9,300,000 | |||||||||
2016 Equity Incentive Plan | Employee Stock Option | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 10 years | ||||||||||
Award vesting period | 4 years | ||||||||||
Exercise price minimum percentage of market price on grant date | 100% | ||||||||||
2016 Equity Incentive Plan | Employee Stock Option | 10 Percent Stockholder | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 5 years | ||||||||||
Exercise price minimum percentage of market price on grant date | 110% | ||||||||||
Inducement Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance | 567,000 | 4,150,000 | |||||||||
Number of shares available for grant | 600,000 | ||||||||||
Maximum award to be deductible other than options | $ 1,000,000 | ||||||||||
2019 Management Objective Strategic Incentive Plan | Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares available for grant | 12,500 | ||||||||||
2019 Management Objective Strategic Incentive Plan | Board of Directors Chairman | Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share authorized grant of warrants | 500,000 | ||||||||||
2019 Management Objective Strategic Incentive Plan | Unvested Restricted Stock Award | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares available for grant | 476,000 | ||||||||||
2017 Distributor Inducement Plan | Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance | 1,500,000 | ||||||||||
Increase in number of shares available for grant | 500,000 | ||||||||||
Common stock issued | 579,000 | ||||||||||
Number of warrants available to be granted | 345,000 | ||||||||||
2017 Distributor Inducement Plan | Board of Directors Chairman | Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share authorized grant of warrants | 1,000,000 | ||||||||||
2017 Distributor Inducement Plan | Restricted Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted shares granted under the plan | 595,000 | ||||||||||
Two Thousand Seventeen Development Services Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance | 10,000,000 | ||||||||||
Increase in number of shares available for grant | 2,000,000 | ||||||||||
Common stock issued | 2,362,000,000 | ||||||||||
Two Thousand Seventeen Development Services Plan | Board of Directors Chairman | Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares available for grant | 8,000,000 |
Stock Benefit Plans and Stock_4
Stock Benefit Plans and Stock-Based Compensation - Summary of Compensation Cost for Stock-Based Compensation Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 81,244 | $ 40,556 | $ 36,450 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 25,082 | 2,597 | 737 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 18,741 | 5,016 | 4,056 |
Sales, General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 37,421 | $ 32,943 | $ 31,657 |
Stock Benefit Plans and Stock_5
Stock Benefit Plans and Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Shares Outstanding, Beginning balance | shares | 2,916 |
Shares, Exercised | shares | (399) |
Shares, Forfeited | shares | (48) |
Shares Outstanding, Ending balance | shares | 2,469 |
Shares, Options vested and expected to vest | shares | 2,469 |
Shares, Options exercisable | shares | 2,444 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price, Outstanding, Beginning balance | $ / shares | $ 3.38 |
Weighted average exercise price,Exercised | $ / shares | 2.4 |
Weighted average exercise price, Forfeited | $ / shares | 20.46 |
Weighted average exercise price, Outstanding, Ending balance | $ / shares | 3.2 |
Weighted average exercise price, Options vested and expected to vest | $ / shares | 3.2 |
Weighted average exercise price, Options exercisable | $ / shares | $ 3.11 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted average remaining contractual term, Outstanding, balance | 4 years 2 months 19 days |
Weighted average remaining contractual term, Options vested and expected to vest | 4 years 2 months 19 days |
Weighted average remaining contractual term, Options exercisable | 4 years 2 months 8 days |
Aggregate intrinsic value, Outstanding | $ | $ 29,446 |
Aggregate intrinsic value, Options vested and expected to vest | $ | 29,466 |
Aggregate intrinsic value, Options exercisable | $ | $ 29,371 |
Stock Benefit Plans and Stock_6
Stock Benefit Plans and Stock-Based Compensation - Summary of Weighted Average Assumptions Used to Compute Stock-Based Compensation Costs for Stock Options Granted (Details) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.84% |
Weighted average expected life (years) | 6 years 25 days |
Volatility | 87.38% |
Stock Benefit Plans and Stock_7
Stock Benefit Plans and Stock-Based Compensation - Summary of Information about Restricted Stock Awards, Restricted Stock Units and Performance-Based Restricted Units Activity (Details) - Unvested restricted stock units - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares, Unvested beginning balance | 8,533 | ||
Shares, Awarded | 6,162 | ||
Shares, Vested | (6,724) | ||
Shares, Forfeited | (258) | ||
Shares, Unvested ending balance | 7,713 | 8,533 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, Unvested beginning balance | $ 6.63 | ||
Weighted average grant date fair value, Awarded | 15.39 | $ 8.13 | $ 12.79 |
Weighted average grant date fair value, Vested | 10.72 | ||
Weighted average grant date fair value, Forfeited | 11.3 | ||
Weighted average grant date fair value, Unvested ending balance | $ 13.56 | $ 6.63 | |
Weighted average remaining recognition period (in years) | 1 year 3 days |
Stock Benefit Plans and Stock_8
Stock Benefit Plans and Stock-Based Compensation - Schedule of Assumptions used to Estimate Fair Value of Stock Options Granted and Stock Purchase Rights under ESPP (Details) - ESPP | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 4.54% | 0.07% | 0.04% |
Risk-free interest rate, maximum | 5.41% | 4.54% | 0.12% |
Weighted average expected life (years) | 6 months | ||
Volatility, minimum | 40.87% | 50.29% | 49.98% |
Volatility, maximum | 62.77% | 64.53% | 78.37% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average expected life (years) | 7 months 6 days | 7 months 6 days | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average expected life (years) | 4 months 28 days | 6 months |
Stock Benefit Plans and Stock_9
Stock Benefit Plans and Stock-Based Compensation - Summary Common Stock Reserved for Future Issuance (Details) shares in Thousands | Dec. 31, 2023 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 45,126 |
Unvested Restricted Stock Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 7,713 |
Senior Convertible Notes | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 17,246 |
Warrants Outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 8,219 |
Authorized for Future Grant Under the Distributor and Development Services Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 560 |
Authorized for Future Grant Under the Management Objective Strategic Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 11 |
Authorized for Future Grant Under the Company Equity Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 7,665 |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 2,469 |
Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for future issuance | 1,243 |
Income Taxes - Components of Pr
Income Taxes - Components of Pretax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. Domestic | $ (178,313) | $ (146,627) | $ (127,943) |
Foreign | (8,602) | (5,382) | (16,219) |
Net loss before taxes | $ (186,915) | $ (152,009) | $ (144,162) |
Income Taxes - Components of _2
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax provision: | |||
Federal | $ 76 | $ (764) | $ 123 |
State | 332 | (140) | 166 |
Foreign | 145 | 301 | 66 |
Total current | 553 | (603) | 355 |
Deferred income tax provision: | |||
Federal | 37 | 583 | (159) |
State | 160 | (32) | |
Foreign | (867) | (856) | (1,294) |
Total deferred | (830) | (113) | (1,485) |
Total income tax provision | $ (277) | $ (716) | $ (1,130) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
Adjustments for tax effects of: | |||
State taxes, net | (0.13%) | 0.03% | (0.07%) |
Stock-based compensation | (1.12%) | (1.79%) | (0.48%) |
Rate differential | 0.18% | 0.43% | 0.43% |
Foreign taxes | (0.07%) | (0.05%) | (0.05%) |
Other permanent adjustments | (0.21%) | 0.21% | 0.08% |
Credits | 1.53% | 0% | 0% |
Federal uncertain tax positions | (1.50%) | 0.03% | (0.08%) |
Expiration of tax attribute | (0.09%) | (1.60%) | 0% |
Liquidation entries | 0% | 0.86% | 0% |
Other | 0.70% | (0.27%) | (0.13%) |
Valuation allowance | (20.12%) | (18.38%) | (19.91%) |
Effective income tax rate | 0.17% | 0.47% | 0.79% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Company's Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 167,389 | $ 146,464 |
Interest | 16,230 | 12,979 |
Capitalized research and development expenses | 25,633 | 12,062 |
Inventory | 12,095 | 11,298 |
Lease liability | 7,268 | 7,975 |
Stock-based compensation | 14,024 | 5,786 |
Accruals and reserves | 6,162 | 4,806 |
Legal settlement | 440 | 2,302 |
Income tax credit carryforwards | 4,231 | 1,566 |
Total deferred tax assets | 253,472 | 205,238 |
Valuation allowance | (211,454) | (167,860) |
Total deferred tax assets, net of valuation allowance | 42,018 | 37,378 |
Deferred tax liabilities: | ||
Property and equipment | (26,367) | (19,610) |
Goodwill and intangibles | (13,399) | (15,518) |
Right-of-use assets | (6,837) | (7,250) |
Unrealized foreign exchange gain | (254) | (514) |
Total deferred tax liabilities | (46,857) | (42,892) |
Net deferred tax liabilities | $ (4,839) | $ (5,514) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax asset, valuation allowance | $ 211,454 | $ 167,860 | ||
Deferred tax asset, valuation allowance increase (decrease) | $ 43,600 | 39,400 | $ 41,000 | |
Number of years cumulative pretax loss | 3 years | |||
Unrecognized tax benefits, if recognized, would impact the effective income tax rate | $ 8,600 | 5,600 | 14,500 | |
Accrued interest and penalties | 100 | $ 40 | $ 200 | |
Operating loss carryforwards state | 448,300 | |||
Operating loss carryforwards federal | 567,300 | |||
Operating loss carryforwards foreign | 117,700 | |||
Federal and state net operating loss carryforwards, expiring year | 2043 | |||
Federal research and development tax credit carryforwards | 5,400 | |||
Deferred tax asset interest expense carryovers | 67,200 | |||
State research and development tax credit carryforwards | $ 3,500 | |||
Cumulative change in ownership percentage | 50% | |||
Period for cumulative change in ownership | 3 years | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating losses after December 31, 2017 | $ 437,400 | |||
Research and development tax credit carryforwards, expiring year | 2042 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating losses after December 31, 2017 | $ 95,400 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit at the beginning of the year | $ 6,079 | $ 15,165 | $ 2,452 |
Increases in tax positions for current year relating to acquisitions | 12,713 | ||
Increases in tax positions for prior years | 1,632 | ||
Decrease in tax positions for prior years | (8,929) | ||
Increase in tax positions for current year relating to ongoing operations | 1,435 | 173 | |
Decrease in tax positions as a result of a lapse of statute of limitations | (81) | (330) | |
Unrecognized tax benefits at the end of the year | $ 9,065 | $ 6,079 | $ 15,165 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Squadron Supplier Affiliate - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Purchased inventory from related party | $ 19.6 | $ 10.3 | $ 7.7 |
Due to Affiliate | $ 5.4 | $ 2.4 |
Business Segment and Geograph_3
Business Segment and Geographic Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 482,262 | $ 350,867 | $ 243,212 |
Property and equipment, net | 149,835 | 101,952 | |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 445,351 | 326,697 | 223,911 |
Property and equipment, net | 147,705 | 99,050 | |
International | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 36,911 | 24,170 | $ 19,301 |
Property and equipment, net | $ 2,130 | $ 2,902 |