Summary of Significant Accounting Policies | NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Initial Public Offering In February 2015, the Company completed its initial public offering (“IPO”) by issuing 5.3 million shares of common stock at an offering price of $17.00 per share, for net proceeds to the Company of approximately $81.0 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. In connection with the IPO, the Company’s outstanding shares of convertible preferred stock were automatically converted into an aggregate of 11.4 million shares of common stock and warrants exercisable for convertible preferred stock were automatically converted into warrants to purchase up to an aggregate of less than 0.1 million shares of common stock, resulting in the reclassification of the related redeemable convertible preferred stock warrant liability of $0.6 million to additional paid-in-capital. 1-for-4 Reverse Stock Split In connection with the IPO, the Company’s board of directors and stockholders approved a reverse stock split of the Company’s common stock on a 1-for-4 basis. The reverse stock split became effective on January 12, 2015. The par value of the common stock was not adjusted as a result of the reverse stock split. Adjustments corresponding to the reverse stock split were made to the ratio at which the convertible preferred stock converted into common stock immediately prior to the closing of the IPO. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split and adjustment of the preferred stock’s conversion ratios. Basis of Preparation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). JOBS Act Accounting Election As an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The Company has elected to take advantage of the extended transition period for adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. Principles of Consolidation The consolidated financial statements include the accounts of Entellus Medical, Inc., and its wholly owned subsidiary. All significant intercompany transactions and accounts have been eliminated. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation Sales and expenses denominated in foreign currencies are translated at average exchange rates in effect throughout the year. Assets and liabilities of foreign operations are translated at period-end exchange rates with the impacts of foreign currency translation recognized to foreign currency translation adjustment, a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense) in the consolidated statements of operations and comprehensive loss. Fair Value of Financial Instruments As of December 31, 2016 and 2015, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximated their estimated fair value because of the short-term nature of the financial instruments. The Company determines the fair value of its assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, is used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1). The next highest priority is based on quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in non-active markets or other observable inputs (Level 2). The lowest priority is given to unobservable inputs (Level 3). Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an initial maturity of 90 days or less to be cash equivalents. At December 31, 2016 and 2015, cash equivalents consisted of money market funds recorded at fair value and federal and corporate debt securities recorded at amortized costs. There were no investments in marketable securities at December 31, 2016 and $16.7 million were classified as cash equivalents as of December 31, 2015. The Company maintains cash and cash equivalents in bank accounts which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) limits. The Company has not experienced any losses from maintaining balances in excess of FDIC limits. Short-Term Investments Short-term investments represent holdings of marketable securities in accordance with the Company’s investment policy and cash management strategy. Short-term investments are classified as available-for-sale and mature within 12 months from the balance sheet date. Investments with maturity dates greater than one year from the balance sheet date are classified as long-term investments. At the time that the maturity dates of these investments become one year or less, the securities are reclassified to short-term investments. The Company’s investments are recorded at fair value, with any unrealized gains and losses reported as a component of stockholders’ equity (deficit) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The cost of investments sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of interest income or expense. These investments are deemed Level 2 assets under the fair value hierarchy as their fair value is determined under a market approach using valuation models that utilize observable inputs, including maturity date, issue date, settlements date, and current interest rates. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash equivalents and accounts receivable. The Company generally does not require collateral and losses on accounts receivable have historically been within management’s expectations. The Company’s investment policy limits investments, when held, to certain types of debt securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings, as well as corporate debt or commercial paper issued by the highest quality financial and non-financial companies, and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash and equivalents and issuers of debt securities to the extent recorded on the consolidated balance sheets. Accounts Receivable Credit is granted to customers in the normal course of business, generally without collateral or any other security to support amounts due. Accounts are considered past due generally after 30 days. The Company maintains an allowance for doubtful accounts for estimated losses in the collection of accounts receivable. The Company makes estimates regarding the future ability of its customers to make required payments based on historical credit experience, delinquency and expected future trends. The Company will write off accounts receivable when it determines that the accounts receivable are uncollectible, typically upon customer bankruptcy or the customer’s non-response to continued collection efforts. The allowance for doubtful accounts was $0.2 million and $0.1 million as of December 31, 2016 and 2015, respectively. The Company also maintains an allowance for sales returns based on historical experience and evaluation of current sales and returns trends. The allowance for sales returns was $0.2 million and $0.3 million as of December 31, 2016 and 2015, respectively. Inventories Inventories are stated at the lower of cost to purchase or manufacture the inventory or the net realizable value of such inventory. Cost is determined using the standard cost method which approximates the first-in, first-out basis. Market value is determined as the lower of replacement cost or net realizable value. The Company regularly reviews inventory quantities in consideration of actual loss experiences, projected future demand, and remaining shelf life to record a provision for excess and obsolete inventory when appropriate. Property and Equipment Property and equipment are recorded at cost. Depreciation of furniture, office, computer and laboratory equipment is calculated on a straight-line basis over the asset’s estimated useful life, which ranges from two to ten years. Tooling and molds are depreciated on a straight-line basis over three to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining life of the lease or the useful life of the asset. Repair and maintenance expenditures are charged to earnings as incurred. Major repairs and maintenance expenditures that extend useful lives of property and equipment are capitalized. Deferred Offering Costs Deferred offering costs, primarily consisting of legal, accounting and other direct fees and costs relating to public offerings, are capitalized. As of December 31, 2016, $0.3 million of deferred offering costs were capitalized in other non-current assets on the consolidated balance sheet related to the public offering completed in the first quarter of 2017. As of December 31, 2015, there were no deferred offering costs capitalized. Business Combination On June 29, 2016, the Company acquired and entered into an exclusive license for the XeroGel™ assets with CogENT Therapeutics, LLC for $11.0 million in cash (the “XeroGel acquisition”). T . While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired at the acquisition date, its estimates are inherently uncertain and subject to refinement. (in thousands) Initial Purchase Change Final Purchase Technologies $ 6,000 $ 3,700 $ 9,700 Trade name 350 150 500 Tangible assets 323 — 323 Total identifiable assets 6,673 3,850 10,523 Goodwill $ 4,327 $ (3,850 ) $ 477 The Company may continue to assess and refine the purchase price allocation through the end of the measurement period, which, in accordance with applicable accounting standards, should not exceed one year from the date of the XeroGel acquisition. The intangible assets and goodwill acquired are considered Level 3 financial assets. The Company incurred transaction costs in connection with the acquisition of approximately $0.3 million for the year ended December 31, 2016, which are included in general and administrative expenses. Under the terms of the XeroGel acquisition agreements, the Company became the manufacturer of XeroGel nasal packing material and will continue to market and sell XeroGel nasal packing material to hospitals, offices and ambulatory surgery centers. Prior to the transaction, the Company was the exclusive distributor of XeroGel nasal packing material in the United States. The distribution agreement between the two parties was terminated in connection with the transaction. As a result of the XeroGel acquisition, the Company began recognizing all XeroGel revenue on a gross basis effective June 29, 2016. The Company has concluded that the XeroGel acquisition was not material for purposes of including pro forma information in this report and therefore has not provided any such information herein. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Intangible assets are recorded at their estimated fair value at the date of acquisition. In the year following the period in which identified intangible assets become fully amortized, the fully amortized balances are removed from the gross asset and accumulated amortization amounts. Goodwill is not amortized, but is instead subject to impairment testing. Intangible assets with finite lives are amortized using a straight-line method over their respective useful lives. Goodwill Impairment Policy The Company chose November 1 to assess its annual goodwill for any impairment in order to closely align with the timing of its annual planning process. he first step of the goodwill impairment test is to perform a qualitative assessment before calculating the fair value of the reporting unit. If based on the qualitative factors, it is more likely than not that the fair value of the reporting unit is less than the carrying amount of the reporting unit, the Company is then required to perform the next step of the goodwill impairment test. The Company has performed a qualitative assessment of the reporting unit and determined that it was not more likely than not that the fair value of the reporting unit was less than the carrying amount of the reporting unit; therefore, the Company was not required to perform the next step of the goodwill impairment test. For the year ended December 31, 2016 no goodwill impairment was identified. The Company did not have any goodwill on its consolidated balance sheet prior to the XeroGel acquisition . Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company has not recorded impairment charges on long-lived assets for the periods presented in these consolidated financial statements. Deferred Rent The Company accounts for rent expense related to operating leases by determining total minimum rent payments on the leases over their respective periods and recognizing the rent expense on a straight-line basis. The difference between the actual amount paid and the amount recorded as rent expense in each period presented is recorded as an adjustment to other non-current liabilities in the consolidated balance sheet. Debt Issuance and Debt Discount Debt issuance costs and discounts are recorded as a reduction of long-term debt. Amortization of debt issuance costs and the debt discount is calculated using the effective interest method over the term of the debt and is recorded in interest expense in the accompanying consolidated statements of operations and comprehensive loss. Revenue Recognition The Company recognizes revenue when persuasive evidence of a sales arrangement exists, delivery of goods has occurred through the transfer of title and risks and rewards of ownership, the selling price is fixed or determinable and collectability is reasonably assured. Revenue is reported net of the allowance for sales returns. Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between a seller and a customer are not recorded as revenue. The Company entered into a distribution agreement with CogENT Therapeutics, LLC, (“CogENT”) in September 2013 and was an exclusive distributor of XeroGel nasal packing material in the United States from October 2013 to June 2016. For products shipped from the CogENT warehouse to customers, CogENT was responsible for all manufacturing, order fulfillment, quality and regulatory requirements of the product. For these direct shipment orders, the Company did not take title to CogENT products prior to products being ordered by customers or in the event CogENT products are returned by customers. The Company recorded transactions under this arrangement on a net basis based on the difference between the amounts billed to customers less the amounts paid to CogENT for the XeroGel product. In June 2016, the Company acquired and entered into an exclusive license for the XeroGel assets with CogENT for $11.0 million in cash. Under the terms of the agreements, the Company now manufactures and sells XeroGel nasal packing material to hospitals, offices and ASCs. The distribution agreement between the two parties was terminated in connection with the transaction. As a result of the XeroGel acquisition, the Company began recognizing all XeroGel revenue on a gross basis effective June 29, 2016. The Company’s net revenue from XeroGel sales for the period January 1, 2016 through June 28, 2016 and the years ended December 31, 2015 and 2014 were approximately $0.7 million, $1.2 million and $0.8 million, respectively. The Company records transactions on a gross basis for XeroGel product for which is takes title, ships the product and handles returns. The amounts of revenue recorded on a gross basis from XeroGel sales for the period from January 1, 2016 through June 28, 2016 and the years ended December 31, 2015 and 2014 were approximately $0.1 million, $0.2 million and $0.1 million, respectively. Shipping and Handling Shipping and handling costs charged to customers are included as a component of revenue and related costs are included in costs of goods sold. Cost of Goods Sold Cost of goods sold consists primarily of manufacturing overhead costs, material costs and direct labor. A significant portion of the Company’s cost of goods sold currently consists of manufacturing overhead costs. These overhead costs include the cost of quality assurance, material procurement, inventory control, facilities, equipment, operations supervision and management, depreciation expense for production equipment, shipping costs and royalty expense payable in connection with sales of certain products. For those products the Company sells as a distributor, cost of goods sold consists primarily of transfer price. Research and Development Costs Research and development expenses consist primarily of engineering, product development, clinical and regulatory affairs, consulting services, materials, depreciation and other costs associated with products and technologies in development. These expenses include employee and non-employee compensation, including stock-based compensation, supplies, materials, consulting, related travel expenses and facility costs. Clinical expenses include clinical trial design, clinical site reimbursement, data management and travel expenses, and the cost of manufacturing products for clinical trials. Expenditures for research and development activities are charged to operations as incurred. Advertising Expense Expenditures for advertising are charged to operations as incurred. Advertising expenses were $1.2 million, $1.1 million and $0.6 million during the years ended December 31, 2016, 2015 and 2014, respectively. Common Stock Valuation and Stock-based Compensation Prior to the IPO, the Company maintained the Entellus Medical, Inc. 2006 Stock Incentive Plan (the “2006 Plan”) to provide long-term incentives for employees, consultants and members of the board of directors. The 2006 Plan allowed for the issuance of non-statutory and incentive stock options to employees and non-statutory stock options to employees, consultants and non-employee directors. In connection with the IPO, the 2006 Plan terminated, and the Company adopted a new equity incentive plan, the Entellus Medical, Inc. 2015 Incentive Award Plan (the “2015 Plan”). The Company is required to determine the fair value of equity incentive awards and recognize compensation expense for all equity incentive awards made to employees and directors, including employee stock options. The Company also determines the fair value of non-statutory stock options issued to consultants based on the fair value of the consultant’s commitment at the date of grant. Such expense is recognized over the requisite service period. In addition, stock-based compensation expense recognized in the consolidated statements of operations and comprehensive loss is based on awards expected to vest; and therefore, the amount of expense has been reduced for estimated forfeitures. The Company uses the straight-line method for expense attribution, except for awards issued with performance-based conditions which require an accelerated attribution method over the requisite performance and service periods. Under the applicable accounting guidance for equity incentive awards issued to non-employees, the date at which the fair value of such awards is measured is equal to the earlier of: 1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached; or 2) the date at which the counterparty’s performance is complete. The Company recognizes stock-based compensation expense for the fair value of the vested portion of the non-employee awards in the consolidated statements of operations and comprehensive loss. The valuation model used for calculating the fair value of awards for stock-based compensation expense is the Black-Scholes option-pricing model (the “Black-Scholes model”). The Black-Scholes model requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted average period of time that the options granted are expected to be outstanding), the volatility of common stock and an assumed risk-free interest rate. The Company uses the “simplified method” to determine the expected term of the stock option. Volatility is based on an average of the historical volatilities of the common stock of publicly-traded companies with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The expected dividend assumption is based on the Company’s history of not paying dividends and its expectation that it will not declare dividends for the foreseeable future. Potential forfeitures of awards are estimated based on the Company’s historical forfeiture experience. The estimate of forfeitures will be adjusted over the service period to the extent that actual forfeitures differ, or are expected to differ, from prior estimates. Convertible Preferred Stock Warrant Liability For a warrant classified as a derivative liability, the fair value of that warrant is recorded on the consolidated balance sheet when granted and adjusted to fair value at each financial reporting date. The changes in the fair value of the warrants are recorded in the consolidated statements of operations and comprehensive loss as a component of interest income or expense as appropriate. The warrants represent financial instruments that were categorized as Level 3. The Company issued warrants to purchase shares of convertible preferred stock in connection with the Company’s entry into its original credit facility in October 2012. The warrants were recorded at fair value using the Black-Scholes model. The fair value of these warrants was remeasured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. In connection with the IPO, in January 2015, the Company performed the final remeasurement of the warrant liability. There were costs of $0.4 million during the year ended December 31, 2015 recorded as interest expense from the final remeasurement. Upon the closing of the IPO, warrants to purchase shares of convertible preferred stock automatically converted into warrants to purchase shares of common stock. The Company reclassified the warrant liability to additional paid-in capital, as the warrants met the definition of an equity instrument, in the amount of $0.6 million during the year ended December 31, 2015. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company applies a recognition threshold for income tax positions taken or expected to be taken on a tax return. The impact of an uncertain tax position taken or expected to be taken on an income tax return are recognized in the consolidated financial statements at the largest amount that is more-likely-than not to be sustained upon audit by the relevant taxing authority. An uncertain tax position is not recognized in the consolidated financial statements unless it is more-likely-than not of being sustained. The Company has no reserve for unrecognized tax benefits at December 31, 2016 and 2015; and accordingly, there is no interest or penalties recorded on the consolidated balance sheet for such reserves. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and the appropriate state income taxing authorities for 2006 through 2016. As of December 31, 2016, the Company had a valuation allowance of $51.9 million recorded against its deferred tax assets. The Company a y Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods as all potentially dilutive shares consisting of convertible preferred stock, stock options and warrants were antidilutive in those periods. The Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The shares of the Company’s convertible preferred stock participated in any dividends declared by the Company and were therefore considered to be participating securities. Comprehensive Loss Comprehensive loss consists of net loss, changes in unrealized gains and losses on available-for-sale marketable securities and changes in unrealized translation gains and losses. Accumulated other comprehensive income is presented in the accompanying consolidated balance sheets, when applicable. Segment, Geographical and Customer Concentration The Company operates in one segment. No single customer accounted or geographic area for more than 10% of its revenue during the years ended December 31, 2016, 2015 and 2014. Recent Accounting Pronouncements In May 2014, the Financial and Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. This standard will eliminate the transaction and industry specific revenue recognition guidance under current U.S. GAAP and replace it with a principles-based approach for determining revenue recognition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606 – Revenue from Contracts with Customers, to clarify the Codification or to correct unintended application of guidance. The new guidance is effective for annual and interim periods beginning after December 15, 2018. ASU 2014-09 allows for full retrospective adoption applied to all periods presented or modified retrospective adoption with the cumulative effect of initially applying the standard recognized at the date of initial application. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations – Reporting Revenue Gross versus Net. This ASU clarifies the revenue recognition implementation guidance for preparers on certain aspects of principal versus agent consideration. The amendments in this ASU are effective for private companies and emerging growth companies beginning after December 15, 2018. The Company has performed a review of the requirements of the new guidance and has identified which of its revenue streams will be within the scope of ASU 2014-09. The Company is working through an adoption plan which includes a review of customer contracts, applying the five-step model of the new standard, to each revenue stream and comparing the results to its current accounting; an evaluation of the method of adoption; and assessing changes that might be necessary to information technology systems, processes, and internal controls to capture new data and address changes in financial reporting. Because of the nature of the work that remains, at this time the Company is unable to reasonably estimate the impact of adoption on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance, which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. ASU 2015-03 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. A company should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, a company is required to comply with the applicable disclosures for a change in an accounting principle. The guidance only affects the presentation of debt issuance costs in the balance sheet and has no impact on results of operations. The Company applied ASU 2015-03 on January 1, 2016 and reclassified debt issuance costs from long-term assets to long-term debt. Debt issuance costs included in long-term debt in the accompanying consolidated financial statements were $0.1 million and $0.2 million at December 31, 2016 and December 31, 2015, respectively. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. The Company does not expect that adoption of ASU 2016-01 will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which requires that lease arrangements longer than twelve months result in an entity recognizing an asset and liability. The updated guidance in this ASU are effective for private companies and emerging growth companies beginning after December 15, 2019. The Company is currently evaluating the imp |