Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VERO | |
Entity Registrant Name | Venus Concept Inc. | |
Entity Central Index Key | 0001409269 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-38238 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1681204 | |
Entity Address, Address Line One | 235 Yorkland Blvd. | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Toronto | |
Entity Address, Postal Zip Code | M2J 4Y8 | |
Entity Address, State or Province | ON | |
City Area Code | 877 | |
Local Phone Number | 848-8430 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 54,162,629 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 15,781 | $ 34,297 |
Restricted cash | 83 | 83 |
Accounts receivable, net of allowance of $11,459 and $18,490 as of September 30, 2021, and December 31, 2020 | 47,792 | 52,764 |
Inventories | 21,005 | 17,759 |
Prepaid expenses | 2,395 | 2,240 |
Advances to suppliers | 2,728 | 2,587 |
Other current assets | 4,756 | 5,674 |
Total current assets | 94,540 | 115,404 |
LONG-TERM ASSETS: | ||
Long-term receivables | 23,243 | 21,148 |
Deferred tax assets | 785 | 884 |
Severance pay funds | 742 | 685 |
Property and equipment, net | 2,575 | 3,539 |
Intangible assets | 16,268 | 18,865 |
Total long-term assets | 43,613 | 45,121 |
TOTAL ASSETS | 138,153 | 160,525 |
CURRENT LIABILITIES: | ||
Trade payables | 4,749 | 6,322 |
Accrued expenses and other current liabilities | 17,180 | 20,253 |
Taxes payable | 2,149 | 1,132 |
Unearned interest income | 2,565 | 1,950 |
Warranty accrual | 1,173 | 1,106 |
Deferred revenues | 420 | 1,752 |
Current portion of government assistance loans | 950 | |
Total current liabilities | 29,186 | 32,515 |
LONG-TERM LIABILITIES: | ||
Long-term debt | 76,857 | 75,491 |
Government assistance loans | 4,110 | |
Taxes payable | 478 | 478 |
Accrued severance pay | 852 | 755 |
Deferred tax liabilities | 45 | 811 |
Unearned interest income | 1,291 | 1,778 |
Warranty accrual | 471 | 533 |
Other long-term liabilities | 202 | 293 |
Total long-term liabilities | 80,196 | 84,249 |
TOTAL LIABILITIES | 109,382 | 116,764 |
Commitments and Contingencies (Note 8) | ||
STOCKHOLDERS’ EQUITY (Note 1): | ||
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 54,157,969 and 53,551,126 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 26 | 26 |
Additional paid-in capital (Note 1) | 204,094 | 201,598 |
Accumulated deficit | (176,072) | (157,392) |
TOTAL STOCKHOLDERS’ EQUITY | 28,048 | 44,232 |
Non-controlling interests | 723 | (471) |
Total equity | 28,771 | 43,761 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 138,153 | $ 160,525 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 11,459 | $ 18,490 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 54,157,969 | 53,551,126 |
Common stock, shares outstanding | 54,157,969 | 53,551,126 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 24,563 | $ 20,680 | $ 72,988 | $ 52,184 |
Cost of goods sold | 7,257 | 7,177 | 21,731 | 17,504 |
Gross profit | 17,306 | 13,503 | 51,257 | 34,680 |
Operating expenses: | ||||
Selling and marketing | 8,775 | 5,657 | 26,743 | 18,813 |
General and administrative | 11,990 | 11,291 | 31,983 | 40,057 |
Research and development | 1,930 | 1,849 | 6,005 | 6,043 |
Goodwill impairment | 27,450 | |||
Gain on forgiveness of government assistance loans | (2,775) | |||
Total operating expenses | 22,695 | 18,797 | 61,956 | 92,363 |
Loss from operations | (5,389) | (5,294) | (10,699) | (57,683) |
Other expenses: | ||||
Foreign exchange loss | 1,645 | 1,096 | 2,489 | 4,209 |
Finance expenses | 1,000 | 1,897 | 4,046 | 6,522 |
Loss on disposal of subsidiaries | 188 | 188 | 385 | |
Loss before income taxes | (8,222) | (8,287) | (17,422) | (68,799) |
Income tax expense (benefit) | 616 | (966) | 609 | (1,010) |
Net loss | (8,838) | (7,321) | (18,031) | (67,789) |
Deemed dividend | (3,564) | |||
Loss attributable to stockholders of the Company | (9,798) | (7,243) | (18,680) | (70,585) |
Income (loss) attributable to non-controlling interest | $ 960 | $ (78) | $ 649 | $ (768) |
Net loss per share: | ||||
Basic | $ (0.18) | $ (0.18) | $ (0.35) | $ (2.04) |
Diluted | $ (0.18) | $ (0.18) | $ (0.35) | $ (2.04) |
Weighted-average number of shares used in per share calculation: | ||||
Basic | 54,145 | 40,466 | 53,994 | 34,553 |
Diluted | 54,145 | 40,466 | 53,994 | 34,553 |
Leases | ||||
Revenue | $ 12,634 | $ 9,431 | $ 33,958 | $ 23,709 |
Cost of goods sold | 2,938 | 2,303 | 7,444 | 5,296 |
Products and Services | ||||
Revenue | 11,929 | 11,249 | 39,030 | 28,475 |
Cost of goods sold | $ 4,319 | $ 4,874 | $ 14,287 | $ 12,208 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (8,838) | $ (7,321) | $ (18,031) | $ (67,789) |
Deemed dividend | 3,564 | |||
Loss attributable to stockholders of the Company | (9,798) | (7,243) | (18,680) | (70,585) |
Income (loss) attributable to non-controlling interest | 960 | (78) | 649 | (768) |
Comprehensive loss | $ (8,838) | $ (7,321) | $ (18,031) | $ (67,789) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Series A Preferred Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Beginning balance, value at Dec. 31, 2019 | $ 76,678 | $ 24 | $ 149,840 | $ (75,686) | $ 2,500 | |
Beginning balance, shares at Dec. 31, 2019 | 28,686,116 | |||||
Issuance of common stock, shares | 1,208,169 | |||||
2020 Private Placement shares, net of costs | 12,115 | 12,115 | ||||
2020 Private Placement shares, net of costs, shares | 660,000 | 2,300,000 | ||||
2020 Private Placement Warrants, net of costs | 4,621 | 4,621 | ||||
Beneficial conversion feature | 3,564 | 3,564 | ||||
Dividends from subsidiaries | (218) | (218) | ||||
Net income (loss) - the Company | (50,190) | (50,190) | ||||
Net income (loss) - non-controlling interest | (513) | (513) | ||||
Stock-based compensation | 517 | 517 | ||||
Ending balance, value at Mar. 31, 2020 | 46,574 | $ 24 | 170,657 | (125,876) | 1,769 | |
Ending balance, shares at Mar. 31, 2020 | 660,000 | 32,194,285 | ||||
Beginning balance, value at Dec. 31, 2019 | 76,678 | $ 24 | 149,840 | (75,686) | 2,500 | |
Beginning balance, shares at Dec. 31, 2019 | 28,686,116 | |||||
Net income (loss) - non-controlling interest | (768) | |||||
Ending balance, value at Sep. 30, 2020 | 36,649 | $ 25 | 178,258 | (142,707) | 1,073 | |
Ending balance, shares at Sep. 30, 2020 | 40,873,588 | |||||
Beginning balance, value at Mar. 31, 2020 | 46,574 | $ 24 | 170,657 | (125,876) | 1,769 | |
Beginning balance, shares at Mar. 31, 2020 | 660,000 | 32,194,285 | ||||
Options exercised | 34 | 34 | ||||
Options exercised, shares | 22,777 | |||||
Issuance of common stock | 3,393 | 3,393 | ||||
Issuance of common stock, shares | 1,013,060 | |||||
Conversion of Preferred Stock Series A | $ 1 | (1) | ||||
Conversion of Preferred Stock Series A, shares | (660,000) | 6,600,000 | ||||
Beneficial conversion feature | (3,564) | (3,564) | ||||
Deemed dividend | 3,564 | 3,564 | ||||
Net income (loss) - the Company | (9,588) | (9,588) | ||||
Net income (loss) - non-controlling interest | (177) | (177) | ||||
Disposal of subsidiary | (441) | (441) | ||||
Stock-based compensation | 539 | 539 | ||||
Ending balance, value at Jun. 30, 2020 | 40,334 | $ 25 | 174,622 | (135,464) | 1,151 | |
Ending balance, shares at Jun. 30, 2020 | 39,830,122 | |||||
Options exercised | 40 | 40 | ||||
Options exercised, shares | 25,811 | |||||
Issuance of common stock | 3,049 | 3,049 | ||||
Issuance of common stock, shares | 1,017,655 | |||||
Net income (loss) - the Company | (7,243) | (7,243) | ||||
Net income (loss) - non-controlling interest | (78) | (78) | ||||
Stock-based compensation | 547 | 547 | ||||
Ending balance, value at Sep. 30, 2020 | 36,649 | $ 25 | 178,258 | (142,707) | 1,073 | |
Ending balance, shares at Sep. 30, 2020 | 40,873,588 | |||||
Beginning balance, value at Dec. 31, 2020 | 43,761 | $ 26 | 201,598 | (157,392) | (471) | |
Beginning balance, shares at Dec. 31, 2020 | 53,551,126 | |||||
December 2020 Public Offering warrants exercise | 903 | 903 | ||||
December 2020 Public Offering warrants exercise, shares | 361,200 | |||||
Options exercised | 212 | 212 | ||||
Options exercised, shares | 157,304 | |||||
Net income (loss) - the Company | (9,259) | (9,259) | ||||
Net income (loss) - non-controlling interest | (176) | (176) | ||||
Stock-based compensation | 508 | 508 | ||||
Ending balance, value at Mar. 31, 2021 | 35,949 | $ 26 | 203,221 | (166,651) | (647) | |
Ending balance, shares at Mar. 31, 2021 | 54,069,630 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 43,761 | $ 26 | 201,598 | (157,392) | (471) | |
Beginning balance, shares at Dec. 31, 2020 | 53,551,126 | |||||
Options exercised, shares | 245,643 | |||||
Net income (loss) - non-controlling interest | $ 649 | |||||
Ending balance, value at Sep. 30, 2021 | 28,771 | $ 26 | 204,094 | (176,072) | 723 | |
Ending balance, shares at Sep. 30, 2021 | 54,157,969 | |||||
Beginning balance, value at Mar. 31, 2021 | 35,949 | $ 26 | 203,221 | (166,651) | (647) | |
Beginning balance, shares at Mar. 31, 2021 | 54,069,630 | |||||
Options exercised | 98 | 98 | ||||
Options exercised, shares | 72,192 | |||||
Net income (loss) - the Company | 377 | 377 | ||||
Net income (loss) - non-controlling interest | (135) | (135) | ||||
Stock-based compensation | 558 | 558 | ||||
Ending balance, value at Jun. 30, 2021 | 36,847 | $ 26 | 203,877 | (166,274) | (782) | |
Ending balance, shares at Jun. 30, 2021 | 54,141,822 | |||||
Options exercised | 22 | 22 | ||||
Options exercised, shares | 16,147 | |||||
Net income (loss) - the Company | (9,798) | (9,798) | ||||
Net income (loss) - non-controlling interest | 960 | 960 | ||||
Acquisition of non-controlling interest | (341) | 341 | ||||
Disposal of subsidiary | 204 | 204 | ||||
Stock-based compensation | 536 | 536 | ||||
Ending balance, value at Sep. 30, 2021 | $ 28,771 | $ 26 | $ 204,094 | $ (176,072) | $ 723 | |
Ending balance, shares at Sep. 30, 2021 | 54,157,969 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ (8,838) | $ (7,321) | $ (18,031) | $ (67,789) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Goodwill impairment | 27,450 | |||||
Depreciation and amortization | 3,756 | 3,695 | ||||
Stock-based compensation | 1,602 | 1,603 | ||||
Provision for bad debt | 1,504 | $ 1,106 | (628) | 8,450 | $ 15,212 | |
Provision for inventory obsolescence | 1,107 | 703 | ||||
Finance expenses and accretion | 981 | 5,286 | ||||
Deferred tax recovery | (666) | (1,245) | ||||
Change in fair value of earn-out liability | 291 | |||||
Loss on sale of subsidiary | 188 | 385 | ||||
Gain on disposal of property and equipment | 35 | |||||
Gain on forgiveness of government assistance loans | (2,775) | |||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable short-term and long-term | 3,468 | 5,298 | ||||
Inventories | (4,373) | (1,612) | ||||
Prepaid expenses | (112) | 493 | ||||
Advances to suppliers | (142) | |||||
Other current assets | 909 | (3,533) | ||||
Other long-term assets | (102) | 6 | ||||
Trade payables | (1,573) | 447 | ||||
Accrued expenses and other current liabilities | (3,135) | (6,584) | ||||
Severance pay funds | (58) | 142 | ||||
Unearned interest income | 127 | (1,630) | ||||
Other long-term liabilities | 87 | (671) | ||||
Net cash used in operating activities | (19,370) | (28,780) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Purchases of property and equipment | (194) | (208) | ||||
Cash received from sale of subsidiary, net of cash relinquished | (40) | 89 | ||||
Net cash used in investing activities | (234) | (119) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Exercises of 2020 December Public Offering Warrants | 903 | |||||
Payment of earn-out liability | (147) | (549) | ||||
Proceeds from exercise of options | 332 | 74 | ||||
Repayment of line-of-credit | (3,912) | |||||
Proceeds from government assistance loans | 4,110 | |||||
Proceeds from issuance of common stock | 6,206 | |||||
Proceeds from 2020 Private Placement, net of costs of $1,950 | 20,300 | |||||
Dividends from subsidiaries paid to non-controlling interest | (218) | |||||
Net cash provided by financing activities | 1,088 | 26,011 | ||||
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (18,516) | (2,888) | ||||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | $ 34,380 | 34,380 | 15,749 | 15,749 | ||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — End of period | $ 15,864 | $ 12,861 | 15,864 | 12,861 | $ 34,380 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||
Cash paid for income taxes | 120 | 461 | ||||
Cash paid for interest | $ 2,852 | $ 988 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Private Placement | |
Stock,issuance costs | $ 1,950 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Venus Concept Inc. is a global medical technology company that develops, commercializes, and sells minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related services. The Company’s systems have been designed on cost-effective, proprietary and flexible platforms that enable it to expand beyond the aesthetic industry’s traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. The Company was incorporated in the state of Delaware on November 22, 2002. In these notes to the condensed consolidated financial statements, the “Company” and “Venus Concept”, refer to Venus Concept Inc. and its subsidiaries on a consolidated basis. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future, and, as such, the unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The Company has had recurring net operating losses and negative cash flows from operations. As of September 30, 2021 and December 31, 2020, the Company had an accumulated deficit of $176,072 and $157,392, respectively. The Company was in compliance with all required covenants as of September 30, 2021, and December 31, 2020. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date that the unaudited condensed consolidated financial statements are issued. In addition, the coronavirus pandemic (“COVID-19” or “pandemic”) has had a significant negative impact on the Company’s results of operations as of September 30, 2021, and for the nine months then ended, and management expects the pandemic to continue to have a negative impact in the foreseeable future, the extent of which is uncertain and largely subject to whether the severity of the pandemic worsens, or duration lengthens. In the event that the pandemic and the economic disruptions it has caused continue for an extended period of time, the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities. In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings, and issuance of capital stock. On December 22, 2020, the Company issued and sold to investors 11,250,000 shares of its common stock (“December 2020 Public Offering”), par value $0.0001 per share, at a combined offering price to the public of $2.00 per share and warrants (“December 2020 Public Offering Warrants”) to purchase up to 5,625,000 shares of common stock with an exercise price of $2.50 per share. The December 2020 Public Offering Warrants have a five-year In February 2021, several investors exercised an aggregate of 361,200 December 2020 Public Offering Warrants at the exercise price of $2.50 per share. The total proceeds received by the Company from the December 2020 Public Offering Warrants exercises were $903. Given the pandemic and the uncertainty around the COVID-19 variants, the Company cannot anticipate the extent to which the current economic turmoil and financial market conditions will continue to adversely impact the Company’s business and the Company may need additional capital to fund its future operations and to access the capital markets sooner than planned. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the uncertainty. Such adjustments could be material. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Venus Concept Inc. have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. In the Form 10-Q for the period ended June 30, 2020 filed with the SEC on August 13, 2020, Form 10-Q for the period ended September 30, 2020 filed with the SEC on November 16, 2020, condensed Form 10-K for the year ended December 31, 2020, filed with the SEC on March 29, 2021, the Form 10-Q for the period ended June 30, 2021 filed with the SEC on August 13, 2021, and in the accompanying unaudited condensed The preparation of these unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 intangible and long-lived assets Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. Accounting Policies The accounting policies the Company follows are set forth in the Company’s audited consolidated financial statements for fiscal year 2020. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. JOBS Act Accounting Election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Issued Accounting Standards Not Yet Adopted In April 2020, Financial Accounting Standards Board (the “FASB”) issued a Staff Question-and-Answer Document (Q&A): ASC Topic 842 and ASC Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic, that focuses on the application of the lease guidance for lease concessions related solely to the effects of COVID-19. The FASB issued the guidelines to reduce the burden and complexity for companies to account for such lease concessions (e.g., rent abatements or other economic incentives) under current lease accounting rules due to COVID-19 by providing certain practical expedients that can be used. This guidance can be applied immediately. The adoption of the guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance. In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the SEC staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of applying this guidance on its financial instruments, such as accounts receivable. In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company is currently evaluating the impact of applying this guidance. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 3. NET LOSS PER SHARE Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock warrants and stock options are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following table sets forth the computation of basic and diluted net loss per share and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (8,838 ) $ (7,321 ) $ (18,031 ) $ (67,789 ) Net loss allocated to stockholders of the Company $ (9,798 ) $ (7,243 ) $ (18,680 ) $ (70,585 ) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share, basic 54,145 40,466 53,994 34,553 Weighted-average shares of common stock outstanding used in computing net loss per share, diluted 54,145 40,466 53,994 34,553 Net loss per share: Basic $ (0.18 ) $ (0.18 ) $ (0.35 ) $ (2.04 ) Diluted $ (0.18 ) $ (0.18 ) $ (0.35 ) $ (2.04 ) Due to the net loss for the nine months ended September 30, 2021, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive : September 30, 2021 September 30, 2020 Options to purchase common stock 5,695,900 4,885,197 Warrants for common stock 15,928,867 10,665,067 Total potential dilutive shares 21,624,767 15,550,264 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR Financial assets and financial liabilities are initially recognized at fair value when the Company becomes a party to the contractual provisions of the financial instrument. Subsequently, all financial instruments are measured at amortized cost using the effective interest method. The financial instruments of the Company consist of cash and cash equivalents, restricted cash, accounts receivable, long-term receivables, lines of credit, trade payables, government assistance loans, accrued expenses and other current liabilities, earn-out liability, other long-term liabilities and long-term debt. In view of their nature, the fair value of these financial instruments approximates their carrying amounts. The Company measures the fair value of its financial assets and financial liabilities using the fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level - Quoted prices in active markets for identical assets or liabilities. Level - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company classifies its restricted cash within Level 1. Guaranteed investment certificates are classified within Level 2 as the Company uses alternative pricing sources and models utilizing market observable inputs for valuation. Contingent earn-out consideration was classified within Level 3. The following tables set forth the fair value of the Company’s Level 1, Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy: Fair Value Measurements as of September 30, 2021 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Guaranteed Investment Certificates (GIC) $ — $ 64 $ — $ 64 Restricted cash 83 — — 83 Total assets $ 83 $ 64 $ — $ 147 Fair Value Measurements as of December 31, 2020 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Guaranteed Investment Certificates (GIC) $ — $ 64 $ — $ 64 Restricted cash 83 — — 83 Total assets $ 83 $ 64 $ — $ 147 Liabilities Contingent earn-out consideration — — 147 147 Total liabilities $ — $ — $ 147 $ 147 The earn-out liability was measured using discounted cash flow techniques, with the expected cash outflows estimated based on the assessed probability of the acquired business achieving the revenue metrics required for payment. Expected future revenues of the acquired business and the associated estimate of probability are not observable inputs. The payments due are based on point in time measurements of the metrics quarterly for two years from the acquisition date. The following table provides a roll forward of the aggregate fair values of the earn-out liability for the nine months ended September 30 Balance as of January 1, 2020 $ 655 Payments (799 ) Change in value 291 Balance as of December 31, 2020 147 Payments (147 ) Change in value - Balance as of September 30, 2021 $ - |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | 5. ACCOUNTS RECEIVABLE The Company’s products may be sold under subscription agreements with title passing to the customer at the end of the lease term, which is generally 36 months. These arrangements are considered to be sales-type leases, where the present value of all cash flows to be received under the agreement is recognized upon shipment to the customer as lease revenue. A financing receivable is a contractual right to receive money, on demand or on fixed or determinable dates, that is recognized as an asset on the Company's unaudited condensed consolidated balance sheets. The Company's financing receivables, consisting of sales-type leases, totaled $51,004 and $49,096 as of September 30, 2021 and December 31, 2020, respectively, and are included in accounts receivable and long-term receivables on the unaudited condensed consolidated balance sheets. The Company evaluates the credit quality of an obligor at lease inception and monitors credit quality over the term of the underlying transactions. The Company performed an assessment of the allowance for doubtful accounts as of September 30, 2021 and December 31, 2020. Based upon such assessment, the Company recorded an allowance for doubtful accounts totaling $11,459 and $18,490 as of September 30, 2021, and December 31, 2020, respectively. A summary of the Company’s accounts receivables is presented below: September 30, 2021 December 31, 2020 Gross accounts receivable $ 82,494 $ 92,402 Unearned income (3,856 ) (3,728 ) Allowance for doubtful accounts (11,459 ) (18,490 ) $ 67,179 $ 70,184 Reported as: Current trade receivables $ 47,792 $ 52,764 Current unearned interest income (2,565 ) (1,950 ) Long-term trade receivables 23,243 21,148 Long-term unearned interest income (1,291 ) (1,778 ) $ 67,179 $ 70,184 Current subscription agreements are reported as part of accounts receivable. The following are the contractual commitments, net of allowance for doubtful accounts, to be received by the Company over the next 5 years: September 30, Total 2021 2022 2023 2024 2025 Current financing receivables, net of allowance of $4,313 $ 27,813 $ 27,813 $ — $ — $ — $ — Long-term financing receivables, net of allowance of $3,651 23,191 — 16,042 6,954 195 — Total $ 51,004 $ 27,813 $ 16,042 $ 6,954 $ 195 $ — Accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual The allowance for doubtful accounts consisted of the following activity: Balance as of January 1, 2020 $ 10,494 Write-offs (6,536 ) Provision 15,212 Sale of subsidiaries (680 ) Balance as of December 31, 2020 18,490 Write-offs (1,902 ) Provision 1,106 Balance as of March 31, 2021 17,694 Write-offs (2,161 ) Recovery (3,238 ) Balance as of June 30, 2021 $ 12,295 Write-offs (2,340 ) Provision 1,504 Balance as of September 30, 2021 $ 11,459 |
Select Balance Sheet and Statem
Select Balance Sheet and Statement of Operations Information | 9 Months Ended |
Sep. 30, 2021 | |
Select Balance Sheet And Income Statement Information [Abstract] | |
Select Balance Sheet and Statement of Operations Information | 6. SELECT BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION Inventory Inventory September 30, 2021 December 31, 2020 Raw materials $ 1,813 $ 838 Work-in-progress 1,608 1,232 Finished goods 17,584 15,689 Total inventory $ 21,005 $ 17,759 Additions to inventory are primarily comprised of newly produced units and applicators, refurbishment cost from demonstration units and used equipment which were reacquired during the three months from upgraded sales. The Company expensed $6,187 and $17,546 in cost of goods sold in the three and nine months ended September 30, 2021 ($6,149 and $13,352 in the three and nine months ended September 30, 2020 The Company provides for excess and obsolete inventories when conditions indicate that the inventory cost is not recoverable due to physical deterioration, usage, obsolescence, reductions in estimated future demand and reductions in selling prices. Inventory provisions are measured as the difference between the cost of inventory and net realizable value to establish a lower cost basis for the inventories. As of September 30, 2021 Property Property Useful Lives (in years) September 30, 2021 December 31, 2020 Lab equipment tooling and molds 4 - 10 $ 8,152 $ 8,053 Office furniture and equipment 6 - 10 1,718 1,760 Leasehold improvements up to 10 1,790 1,838 Computers and software 3 1,871 1,815 Vehicles 5 - 7 7 12 Total property and equipment 13,538 13,478 Less: Accumulated depreciation (10,963 ) (9,939 ) Total property and equipment, net $ 2,575 $ 3,539 Depreciation expense was $431 and $318 for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense was $1,159 and $1,095 for the nine months ended September 30, 2021 and 2020, respectively. Other Current Assets September 30, 2021 December 31, 2020 Government remittances (1) $ 1,623 $ 1,009 Consideration receivable from sales of subsidiaries 2,003 2,580 Deferred financing costs 223 1,063 Sundry assets and miscellaneous 907 1,022 Total other current assets $ 4,756 $ 5,674 (1) Accrued Expenses and Other Current Liabilities September 30, 2021 December 31, 2020 Payroll and related expense $ 1,288 $ 1,312 Accrued expenses 6,240 8,582 Commission accrual 3,289 2,827 Sales and consumption taxes 6,363 7,532 Total accrued expenses and other current liabilities $ 17,180 $ 20,253 Warranty Accrual The following table provides the details of the change in the Company’s warranty accrual: September 30, 2021 December 31, 2020 Balance as of the beginning of the period $ 1,639 $ 1,977 Warranties issued during the period 534 761 Warranty costs incurred during the period (529 ) (1,099 ) Balance at the end of the period $ 1,644 $ 1,639 Current 1,173 1,106 Long-term 471 533 Total $ 1,644 $ 1,639 Finance Expenses Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense $ 940 1,750 $ 3,008 $ 6,084 Accretion on long-term debt and amortization of fees 60 147 1,038 438 Total finance expenses $ 1,000 $ 1,897 $ 4,046 $ 6,522 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. INTANGIBLE ASSETS Intangible assets net of accumulated amortization and goodwill were as follows: At September 30, 2021 Gross Amount Accumulated Amortization Net Amount Customer relationships $ 1,400 $ (312 ) $ 1,088 Brand 2,500 (737 ) 1,763 Technology 16,900 (5,392 ) 11,508 Supplier agreement 3,000 (1,091 ) 1,909 Total intangible assets $ 23,800 $ (7,532 ) $ 16,268 At December 31, 2020 Gross Amount Accumulated Amortization Net Amount Customer relationships $ 1,400 $ (242 ) $ 1,158 Brand 2,500 (540 ) 1,960 Technology 16,900 (3,286 ) 13,614 Supplier agreement 3,000 (867 ) 2,133 Total intangible assets $ 23,800 $ (4,935 ) $ 18,865 Estimated amortization expense for the next five fiscal years and all years thereafter are as follows: October 1, 2021 to December 31, 2021 $ 875 2022 3,473 2023 3,473 2024 3,473 2025 3,004 Thereafter 1,970 Total $ 16,268 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Operating Leases The Company has various operating lease agreements, which expire on various dates. The Company recognizes rent expense on a straight-line basis over the non-cancellable lease period and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. When leases contain escalation clauses, rent abatements and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them in the determination of straight-line rent expense over the lease period. Aggregate future minimum lease payments and purchase and service commitments with manufacturers and service providers as of September 30, 2021 are as follows: Office Lease Purchase and Service Commitments Total October 1, 2021 to December 31, 2021 $ 303 $ 24,939 $ 25,242 2022 1,155 — 1,155 2023 992 — 992 2024 880 — 880 2025 900 — 900 2026 and thereafter 1,972 — 1,972 Total $ 6,202 $ 24,939 $ 31,141 The total rent expense for all operating leases for the three months ended September 30, 2021 and 2020 was $528 and $487, respectively. The total rent expense for all operating leases for the nine months ended September 30, 2021 and 2020 was $1,623 and $1,508, respectively. Commitments As of September 30, 2021 , the Company has non-cancellable purchase orders placed with its contract manufacturers in the amount of $24,508. In addition, as of September 30, 2021 , the Company had $2,871 of open purchase orders that can be cancelled with 270 days’ notice, except for a portion equal to 15% of the total amount representing the purchase of “long lead items”. On March 25, 2021, the Company entered into an endorsement agreement for the services of Venus Williams, four-time Olympic Gold Medalist, seven-time Grand Slam Champion and entrepreneur, pursuant to which Ms. Williams will act as a brand ambassador for Venus Bliss. Legal Proceedings Purported Shareholder Class Actions Between May 23, 2018 and June 11, 2019, four putative shareholder class action complaints were filed against Restoration Robotics, Inc., certain of its former officers and directors, certain of its venture capital investors, and the underwriters of the initial public offering (“IPO”). Two of these complaints, Wong v. Restoration Robotics, Inc., et al., No. 18CIV02609, and Li v. Restoration Robotics, Inc., et al., No. 19CIV08173 (together, the “State Actions”), were filed in the Superior Court of the State of California, County of San Mateo, and assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”). The other two complaints, Guerrini v. Restoration Robotics, Inc., et al., No. 5:18-cv-03712-EJD and Yzeiraj v. Restoration Robotics, Inc., et al., No. 5:18-cv-03883-BLF (together, the “Federal Actions”), were filed in the United States District Court for the Northern District of California and assert claims under Sections 11 and 15 of the Securities Act. The complaints all allege, among other things, that the Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaints seek unspecified monetary damages, other equitable relief and attorneys’ fees and costs. In the State Actions, Restoration Robotics, Inc., along with the other defendants, successfully demurred to the initial Wong complaint for failure to state a claim and secured a stay of both cases based on the forum selection clause contained in its Amended and Restated Certificate of Incorporation, which designates the federal district courts as the exclusive forums for claims arising under the Securities Act. However, on December 19, 2018, the Delaware Court of Chancery in Sciabacucchi v. Salzberg held that exclusive federal forum provisions are invalid under Delaware law. Based on this ruling, the San Mateo Superior Court lifted its stay of the State Actions on December 10, 2019. On January 17, 2020, Plaintiffs in the State Actions filed a consolidated amended complaint for violations of federal securities laws, alleging again that, among other things, the Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaint seeks unspecified monetary damages, other equitable relief and attorneys’ fees and costs. On February 24, 2020, the Company demurred to the consolidated amended complaint for failure to state a claim. On March 18, 2020, the Delaware Supreme Court reversed the Chancery Court’s decision in Sciabacucchi v. Salzberg and held that exclusive federal forum provisions are valid under Delaware law. On March 30, 2020, the Company filed a renewed motion to dismiss based on its federal forum selection clause. A hearing on the Company’s demurrer and renewed motion to dismiss was held on June 12, 2020. On September 1, 2020, the court granted the renewed motion to dismiss based on the Company’s forum selection clause as to the Company and individual defendants, but not as to the venture capital and underwriter defendants. On September 22, 2020, the Court entered a judgement of dismissal as to the Company and the individual defendants. On November 23, 2020, plaintiff filed a notice of appeal of the Court’s order granting the renewed motion to dismiss. On May 27, 2021, Plaintiff-Appellant Wong filed an opening brief in Wong v. Restoration Robotics, Inc., No. A161489 (Cal. Ct. App., 1st App. Dist., Div. 2). The Company filed its responsive brief on August 27, 2021, and Plaintiff-Appellant Wong filed his reply brief on October 6, 2021. The appeal remains pending. In the Federal Actions, which have been consolidated under the caption In re Restoration Robotics, Inc. Securities Litigation, Case No. 5:18-cv-03712-EJD, Lead Plaintiff Eduardo Guerrini (“Lead Plaintiff”) filed his consolidated amended complaint for violations of federal securities laws on November 30, 2018. The consolidated amended complaint alleges again that, among other things, Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with the IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. On January 29, 2019, Restoration Robotics, Inc., along with certain of its former officers and directors, filed a motion to dismiss the consolidated amended complaint for failure to state a claim. On October 18, 2019, the District Court granted Restoration Robotics, Inc. motion to dismiss as to all but two allegedly false or misleading statements contained in the Company’s Prospectus. On December 9, 2019, the Company filed its answer to the consolidated amended complaint denying the falsity of these statements. On May 29, 2020, Lead Plaintiff filed a motion for class certification, which the Company elected not to oppose, and on July 29, 2020, the court certified a class of investors who purchased shares of the Company’s common stock pursuant or traceable to the Company’s IPO. On February 22, 2021, the District Court granted the parties’ joint stipulation to stay all pending deadlines on the basis that the parties had reached a settlement in principle for all claims in the Federal Actions. On July 29, 2021, Lead Plaintiff filed a motion for final approval of the settlement, and a hearing was held on that motion on September 2, 2021. The District Court granted final approval of the settlement on September 9, 2021. In addition to the State and Federal Actions, on July 11, 2019, a verified shareholder derivative complaint was filed in the United States District Court for the Northern District of California, captioned Mason v. Rhodes, No. 5:19-cv-03997-NC. The complaint alleges that certain of Restoration Robotics’ former officers and directors breached their fiduciary duties, have been unjustly enriched and violated Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the IPO and Restoration Robotics’ 2018 proxy statement. The complaint seeks unspecified damages, declaratory relief, other equitable relief and attorneys’ fees and costs. On August 21, 2019, the District Court granted the parties’ joint stipulation to stay the Mason action during the pendency of the Federal Actions. On June 21, 2021, the District Court granted the parties’ further stipulation to stay the Mason action during the pendency of the Federal Action, and the case remains stayed. Administrative Investigation Case The Company’s Chinese subsidiary, Venus Concept China, imports and sells registered medical devices and unregistered non-medical devices in the People’s Republic of China (“PRC”). One of its unregistered products has been the subject of inquiries from two district level branches of the State Administration for Market Regulation, Xuhui MSA and Huangpu MSA, as to whether the product was properly sold as a non-medical device. In January 2019, Venus Concept China applied to register a version of this non-medical device as a medical device with the National Medical Products Administration of PRC (“NMPA”). On June 12, 2019, Venus Concept China was informed that Xuhui MSA had opened an administrative investigation case related to whether the device is an unregistered medical device, as a result of a complaint that Xuhui MSA received from a former distributor of Venus Concept China. Huangpu MSA notified Venus Concept China that it would be suspending its separate investigation against Venus Concept China, pending the results of the Xuhui MSA investigation. The Company and Venus Concept China have voluntarily stopped sales in China of this product. On March 4, 2021, Xuhui MSA issued a written administrative penalty hearing notice (the “Notice”) to Venus Concept China. The Notice stated that Venus Concept China’s sale of Versa violated the relevant Chinese medical device administration regulation. As a result, Xuhui MSA proposed an administrative monetary penalty in the amount of approximately $150 or 976 Chinese Yuan (the “Penalty Amount”). On March 8, 2021, Venus Concept China gave written notice to Xuhui MSA that it accepted the penalty decision proposed by Xuhui MSA. On March 19, 2021, Xuhui MSA issued a written administrative penalty decision to Venus Concept China (the “Decision”), which affirmed the administrative penalty proposed by the Notice. On March 19, 2021, the same day the Decision was issued, Venus Concept China remitted the full Penalty Amount to Xuhui MSA. Acceptance of the payment of the Penalty Amount by Xuhui MSA resulted in the conclusion of its investigation case against Venus Concept China and settlement of this matter. This matter is now resolved and closed by Xuhui MSA. Further, the Company may from time to time continue to be involved in various legal proceedings of a character normally incident to the ordinary course of its business, which the Company does not deem to be material to its business and results of operations. |
Main Street Term Loan
Main Street Term Loan | 9 Months Ended |
Sep. 30, 2021 | |
Main Street Term Loan | |
Debt Instrument [Line Items] | |
Main Street Term Loan/Madryn Long-term Debt and Convertible Notes | 9. MAIN STREET TERM LOAN On December 8, 2020, the Company executed a loan and security agreement (the “MSLP Loan Agreement”), a promissory note (the “MSLP Note”), and related documents for a loan in the aggregate amount of $50,000 for which City National Bank of Florida (“CNB”) will serve as a lender pursuant to the Main Street Priority Loan Facility as established by the Board of Governors of the Federal Reserve System Section 13(3) of the Federal Reserve Act (the “MSLP Loan”). On December 9, 2020, the MSLP Loan had been funded and the transaction was closed. The MSLP Note has a term of five years and bears interest at a rate per annum equal to 30-day LIBOR plus 3%. On December 8, 2023 and December 8, 2024, the Company must make an annual payment of principal plus accrued but unpaid interest in an amount equal to fifteen percent ( 15% As of September 30, 2021 and December 31, 2020, the Company was in compliance with all required covenants. The scheduled payments on the outstanding borrowings as of September 30, 2021 are as follows: September 30, 2021 2021 $ - 2022 1,589 2023 9,324 2024 7,929 2025 38,404 Total $ 57,246 |
Madryn Long-term Debt and Conve
Madryn Long-term Debt and Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Madryn Long-term Debt and Convertible Notes | |
Debt Instrument [Line Items] | |
Main Street Term Loan/Madryn Long-term Debt and Convertible Notes | 10. MADRYN LONG-TERM DEBT AND CONVERTIBLE NOTES Madryn Exchange Agreement and Convertible Notes; Termination of Madryn Credit Agreement On December 9, 2020, contemporaneously with the MSLP Loan Agreement (Note 9), the Company and its subsidiaries, Venus Concept USA, Inc., a The Notes will accrue interest at a rate of 8.0% per annum from the date of original issuance of the Notes to the third anniversary date of the original issuance and thereafter interest will accrue at a rate 6.0% per annum. Under certain circumstances, in the case of an event of default under the Notes, the then-applicable interest rate will increase by 4.0% per annum. Interest is payable quarterly in arrears on the last business day of each calendar quarter of each year after the original issuance date, beginning on December 31, 2020. The Notes will mature on December 9, 2025, unless earlier redeemed or converted. In connection with the Exchange Agreement, the Company also entered into, by and among the Company, Venus USA, Venus Canada, Venus Ltd., and the Madryn Noteholders, (i) a Guaranty and Security Agreement dated as of December 9, 2020 (the “Madryn Security Agreement”), pursuant to which the Company agreed to grant Madryn a security interest in substantially all of its assets to secure the obligations under the Notes and (ii) a Subordination of Debt Agreement dated as of December 9, 2020 (the “CNB Subordination Agreement”). The security interests and liens granted to the Madryn Noteholders under the Madryn Security Agreement will terminate upon the earlier of (i) an assignment of the Notes (other than to an affiliate of the Madryn Noteholders) pursuant to the terms of the Exchange Agreement and (ii) the first date on which the outstanding principal amount of the Notes is less than $10,000. Obligations under the Notes are secured by substantially all of the assets of Venus Concept Inc. and its subsidiaries party to the Madryn Security Agreement. The Company’s obligations under the Notes and the security interests and liens created by the Madryn Security Agreement are subordinated to the Company’s indebtedness owing to CNB (including, but not limited, pursuant to the MSLP Loan Agreement and the CNB Loan Agreement, (Note 11)) and any security interests and liens which secure such indebtedness owing to CNB. The Notes are convertible at any time into shares of the Company’s common stock, par value $0.0001 per share, calculated by dividing the outstanding principal amount of the Notes (and any accrued and unpaid interest under the Notes) by the initial conversion price of $3.25 per share. In connection with the Notes, the Company recognized interest expense of $546 and $1,613 during the three and nine months ended September 30, 2021. The conversion feature, providing the Madryn Noteholders with a right to receive the Company’s shares upon conversion of the Notes, was qualified for a scope exception in ASC 815-10-15 and did not require bifurcation. The Notes also contained embedded redemption features that provided multiple redemption alternatives. Certain redemption features provided the Madryn Noteholders with a right to receive cash and a variable number of shares upon change of control and an event of default (as defined in the Notes). The Company evaluated redemption upon change of control and an event of default under ASC 815, Derivatives and Hedging, and determined that these two redemption features required bifurcation. These embedded derivatives were accounted for as liabilities at their estimated fair value as of the date of issuance, and then subsequently remeasured to fair value as of each balance sheet date, with the related remeasurement adjustment being recognized as a component of change in fair value of derivative liabilities in the unaudited condensed consolidated statements of operations. The Company determined the likelihood of an event of default and change of control as remote as of September 30, 2021, and December 31, 2020, therefore a nominal value was allocated to the underlying embedded derivative liabilities as of September 30, 2021, and December 31, 2020. The scheduled payments on the outstanding borrowings as of September 30, 2021 are as follows: September 30, 2021 2021 546 2022 2,165 2023 2,131 2024 1,628 2025 28,217 Total $ 34,687 For the three and nine months ended September 30, 2021, the Company did not make any principal repayments. |
Credit Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2021 | |
Line Of Credit Facility [Abstract] | |
Credit Facility | 11. Through August 26, 2021, the Company, Venus USA and Venus Canada were party to the Third Amended and Restated Loan Agreement with CNB pursuant to which CNB agreed to provide a revolving credit facility to the Company in the maximum principal amount of $10,000 to be used to finance working capital requirements (the “CNB Loan Agreement”). The CNB Loan Agreement contains various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without CNB’s consent, to, among other things, sell, lease, transfer, exclusively license or dispose of the Company’s assets, incur, create or permit to exist additional indebtedness, or liens, to make dividends and certain other restricted payments, and to make certain changes to its management and/or ownership structure. The CNB Loan Agreement also contains a covenant requiring that a minimum of $23,000 in cash be held in a deposit account maintained with CNB for one year following the closing of the CNB Loan Agreement, and after the first anniversary of the CNB Loan Agreement, a minimum of $3,000 in cash must be held in a deposit account maintained with CNB. The Madryn Noteholders agreed to hold $20,000 in cash in an escrow account at CNB, and pursuant to an escrow agreement, such cash will be released back to the Madryn Noteholders on the first anniversary of the CNB Loan Agreement. The Company is required to maintain $3,000 in cash in a deposit account maintained with CNB at all times during the term of the CNB Loan Agreement. In addition, the CNB Loan Agreement contains certain covenants that require the Company to achieve certain minimum account balances, or a minimum debt service coverage ratio and a maximum total liability to tangible net worth ratio. If the Company fails to comply with these covenants, it will result in a default and require the Company to repay all outstanding principal amounts and any accrued interest. In connection with the CNB Loan Agreement, a loan fee of $1,000 was paid in equal installments on January 25, February 25 and March 25, 2021. On August 26, 2021, the Company, Venus USA and Venus Canada entered into a Fourth Amended and Restated Loan Agreement (the “Amended CNB Loan Agreement”) with CNB, pursuant to which, among other things, (i) the maximum principal amount the revolving credit facility was reduced to $5,000 at the LIBOR 30-Day rate plus 3.25%, subject to a minimum LIBOR rate floor of 0.50%, and (ii) beginning December 10, 2021, the cash deposit requirement was reduced from $3,000 to $1,500, to be maintained with CNB at all times during the term of the Amended CNB Loan Agreement. The Amended CNB Loan Agreement is secured by substantially all of the Company’s assets and the assets of certain of its subsidiaries. As of September 30, 2021, and December 31, 2020, the Company was in compliance with all required covenants. An event of default under this agreement would cause a default under the MSLP Loan (see Note 9). In connection with the Amended CNB Loan Agreement, Venus Ltd. entered into a Fourth Amended and Restated Guaranty of Payment and Performance with CNB dated as of August 26, 2021 (the “CNB Guaranty”), pursuant to which Venus Ltd. agreed to guarantee the obligations under the Amended CNB Loan Agreement. The Company and Venus USA entered into a Third Amended and Restated Security Agreement with CNB dated as of August 26, 2021 (the “CNB Security Agreement”), pursuant to which the Company and Venus USA agreed to grant CNB a security interest in substantially all of their assets to secure the obligations under the CNB Loan Agreement. The Company, Venus USA and Venus Canada issued a Fifth Amended and Restated Revolving Promissory Note dated as of August 26, 2021 in favor of CNB (the “CNB Note”) in the amount of $5,000 with a maturity date of July 24, 2023 and the obligations of the Company pursuant to certain of the Company’s outstanding promissory notes were reaffirmed as subordinated to the indebtedness of the Company owing to CNB pursuant to a Supplement to Subordination of Debt Agreements dated as of August 26, 2021 (the “Subordination Supplement”) by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, the Company and CNB. |
Government Assistance Programs
Government Assistance Programs | 9 Months Ended |
Sep. 30, 2021 | |
Government Assistance Programs [Abstract] | |
Government Assistance Programs | 12. GOVERNMENT ASSISTANCE PROGRAMS Venus Concept Inc. and Venus USA, received funding in the total amount of $4,048 in connection with two Small Business Loans under the federal Paycheck Protection Program provided in Section 7(a) of the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act, as amended from time to time (the “PPP”). Venus Concept Inc. entered into a U.S. Small Business Administration Note dated as of April 21, 2020 in favor of CNB pursuant to which the Company borrowed $1,665 original principal amount, which was funded on April 29, 2020 (the “Venus Concept PPP Loan”). The Venus Concept PPP Loan bears interest at 1% per annum and matures in two years from the date of disbursement of funds under the loan. Interest and principal payments under the Venus Concept PPP Loan will be deferred for a period of nine months. The Venus Concept PPP Loan contains certain covenants which, among other things, restrict the Company’s use of the proceeds of the PPP Loan to the payment of payroll costs, interest on mortgage obligations, rent obligations and utility expenses, require compliance with all other loans or other agreements with any creditor of the Company, to the extent that a default under any loan or other agreement would materially affect the Company’s ability to repay its PPP Loan and limit the Company’s ability to make certain changes to its ownership structure. Venus USA entered into a U.S. Small Business Administration Note dated as of April 15, 2020 in favor of CNB. Venus USA borrowed $2,383 original principal amount, which was funded on April 20, 2020 (the “Venus USA PPP Loan” and together with the Venus Concept PPP Loan, individually each a “PPP Loan” and collectively, the “PPP Loans”). The terms of the Venus USA PPP Loan are substantially similar to the terms of the Venus Concept PPP Loan. Under certain circumstances, all or a portion of the PPP Loans may be forgiven. Through CNB, the Company applied for and received partial forgiveness of the Venus USA PPP Loan in the amount of $1,689 and the Venus Concept PPP Loan in the amount of $1,086. The remaining portion of the PPP Loans of the Company is recorded within the current liabilities in the unaudited condensed consolidated balance sheet. Under the CNB Loan Agreement and the MSLP Loan Agreement MSLP Loan Agreement As of September 30, 2021, the Company had $950 outstanding under the PPP Loans ($4,110 as of December 31, 2020). In 2020, certain of the Company’s subsidiaries applied for government assistance programs and received government subsidies in the aggregate of $1,117. The terms of these government assistance programs vary by jurisdiction. government subsidies received |
Common Stock Reserved For Issua
Common Stock Reserved For Issuance | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | 13. COMMON STOCK RESERVED The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to affect the exercise of all options granted and available for grant under the incentive plans and warrants to purchase common stock. September 30, 2021 December 31, 2020 Outstanding common stock warrants 15,928,867 16,290,067 Outstanding stock options 5,695,900 4,433,392 Shares reserved for future option grants 886,536 262,622 Shares reserved for Lincoln Park 5,222,867 5,222,867 Shares reserved for Madryn Noteholders 8,213,880 8,213,880 Total common stock reserved for issuance 35,948,050 34,422,828 |
Stockholders Equity
Stockholders Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders Equity | 14. STOCKHOLDERS EQUITY Common Stock The Company’s common stock confers upon its holders the following rights: • The right to participate and vote in the Company’s stockholder meetings, whether annual or special. Each share will entitle its holder, when attending and participating in the voting in person or via proxy, to one vote; • The right to a share in the distribution of dividends, whether in cash or in the form of bonus shares, the distribution of assets or any other distribution pro rata to the par value of the shares held by them; and • The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by them. 2020 Private Placement Warrants In March 2020, the Company issued and sold to certain investors (collectively the “Investors”) warrants (the “2020 Private Placement Warrants”) to purchase up to 6,675,000 shares of common stock with an exercise price of $3.50 per share, along with the shares of common stock and preferred stock the Investors purchased (the “2020 Private Placement”). The 2020 Private Placement Warrants have a five-year Total net proceeds of $20,300 reduced by $3,564 of the beneficial conversion feature were allocated as follows: $8,063 to Series A Preferred Stock, $4,052 to shares of common stock and $4,621 to the 2020 Private Placement Warrants issued. Series A Preferred Stock and common stock issued in the 2020 Private Placement were recorded at par value of $0.0001 with the excess of par value recorded in Additional Paid-In Capital (“APIC”). December 2020 Public Offering Warrants and common stock As noted in Note 1 above, in December 2020, the Company issued and sold to certain investors in the December 2020 Public Offering 11,250,000 shares of its common stock and warrants to purchase up to 5,625,000 shares of common stock with an exercise price of $2.50 per share. The December 2020 Public Offering Warrants have a five-year Total net proceeds of $20,476 were allocated as follows: $17,828 to shares of common stock and $2,648 to the December 2020 Public Offering Warrants issued. Common stock issued in the December 2020 Public Offering were recorded at par value of $0.0001 with the excess of par value recorded in APIC. In February 2021, several investors exercised an aggregate of 361,200 December 2020 Public Offering Warrants at the exercise price of $2.50 per share. The total proceeds received by the Company from the December 2020 Public Offering Warrants exercises were $903. 2010 Share Option Plan In November 2010, the Company’s Board of Directors (the “Board”) adopted a share option plan (the “2010 Share Option Plan”) pursuant to which shares of the Company’s common stock are reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The 2010 Share Option Plan is administered by the Board, which designates the options and dates of grant. Options granted vest over a period determined by the Board, originally had a contractual life of seven years, which was extended to ten years 2019 The 2019 Incentive Award Plan (the “2019 Plan”) was originally established under the name Restoration Robotics, Inc., as the 2017 Incentive Award Plan. It was adopted by the Board on September 12, 2017 and approved by the Company’s stockholders on September 14, 2017. The 2017 Incentive Award Plan was amended, restated, and renamed as set forth above, and was approved by the Company’s stockholders on October 4, 2019. Under the 2019 Plan, 450,000 shares of common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, performance stock awards, performance stock unit awards, restricted stock awards, restricted stock unit awards and other stock-based awards, plus the number of shares remaining available for future awards under the 2019 Plan as of the date we completed our business combination with Venus Ltd. and the business of Venus Ltd. became the primary business of the Company (the “Merger”). As of September 30, 2021, there were 629,925 shares of common stock available under the 2019 Plan (124,347 as of December 31, 2020). The 2019 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year from 2020 and ending in 2029 equal to the lesser of (A) four percent (4.00%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Board. The Company recognized stock-based compensation for its employees and non-employees in the accompanying unaudited condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of sales $ 8 $ 6 $ 23 $ 18 Selling and marketing 211 234 652 647 General and administrative 289 285 850 869 Research and development 28 22 77 69 Total stock-based compensation $ 536 $ 547 $ 1,602 $ 1,603 Stock Options The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing formula with the following assumptions : Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (in years) 6.00 6.04 6.00 5.00-6.54 Risk-free interest rate 0.98 % 0.38-0.40 % 0.98-1.09 % 0.38-1.50 % Expected volatility 43.66 % 44.30 % 44.69 % 42.81 % Expected dividend rate 0 % 0 % 0 % 0 % Expected Term —The expected term represents management’s best estimate for the options to be exercised by option holders. Volatility —Since the Company does not have a trading history for its common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry that are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock-based awards’ expected term. Dividend Rate —The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock in the foreseeable future Fair Value of Common Stock — Prior to the Merger, Venus Ltd. used the price per share in its latest sale of securities as an estimate of the fair value of its ordinary shares. After the closing of the Merger, the fair value of the Company’s common stock is used to estimate the fair value of the stock-based awards at grant date. The following table summarizes stock option activity under the Company’s stock option plans: Number of Shares Weighted- Average Exercise Price per Share, $ Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding – January 1, 2021 4,433,392 $ 4.59 6.20 $ 247 Options granted 2,094,500 2.33 376 Options exercised (245,643 ) 2.37 285 Options forfeited/cancelled (586,349 ) 4.68 14 Outstanding - September 30, 2021 5,695,900 $ 3.89 7.19 $ 845 Exercisable – September 30, 2021 2,770,996 $ 4.56 5.23 $ 501 Expected to vest – after September 30, 2021 2,924,904 $ 3.25 9.05 $ 344 The following tables summarize information about stock options outstanding and exercisable at September 30, 2021: Options Outstanding Options Exercisable Exercise Price Range Number Weighted average remaining contractual term (years) Weighted average Exercise Price Options exercisable Weighted average remaining contractual term (years) Weighted average Exercise Price $1.35 - $3.64 4,370,686 7.41 $ 2.79 1,784,032 4.85 $ 2.93 $4.26 - $7.95 1,272,411 6.48 6.80 942,657 5.94 6.64 $12.45 - $26.10 32,524 6.73 18.36 24,111 6.58 18.69 $27.00 - $33.00 11,900 3.32 27.62 11,876 3.31 27.62 $36.00 - $94.65 8,379 5.94 45.42 8,320 5.94 45.31 5,695,900 7.19 $ 3.89 2,770,996 5.23 $ 4.56 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The total intrinsic value of options exercised were $19 and $23 for the three months ended September 30, 2021 and 2020, respectively. The total intrinsic value of options exercised were $285 and $43 for the nine months ended September 30, 2021 and 2020, respectively. The weighted-average grant date fair value of options granted was $2.09 and $ 3.11 4.20 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. INCOME TAXES The Company generated a loss and recognized $616 of tax expense for the three months ended September 30, 2021, and $966 of tax benefit for the three months ended September 30, 2020, respectively. The Company generated a loss and recognized $609 of tax expense for the nine months ended September 30, 2021 and $1,010 of tax benefit for the nine months ended September 30, 2020, respectively. A reconciliation of income tax expense (benefit) is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Loss before income taxes $ (8,222 ) $ (8,287 ) $ (17,422 ) $ (68,799 ) Theoretical tax benefit at the statutory rate ( 21.0% 24.1% (1,727 ) (1,997 ) (3,659 ) (16,581 ) Differences in jurisdictional tax rates (313 ) 28 (716 ) (192 ) Losses recognition — (214 ) — (214 ) Valuation allowance 2,388 1,871 4,687 9,169 Non-deductible expenses 268 (662 ) 207 6,800 Other — 8 90 8 Total income tax expense (benefit) 616 (966 ) 609 (1,010 ) Net loss $ (8,838 ) $ (7,321 ) $ (18,031 ) $ (67,789 ) Income tax expense or benefit is recognized based on the actual loss incurred during the three months ended September 30, 2021 and 2020, respectively. Income tax expense or benefit is recognized based on the actual loss incurred during the nine months ended September 30, 2021 and 2020, respectively. Due to the uncertainties resulting from COVID-19, management was unable to determine an annualized effective tax rate and calculate the income tax expense in accordance with such method. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 16. SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has determined it operates in a single The Company does not assess the performance of individual product lines on measures of profit or loss, or asset-based metrics. Therefore, the information below is presented only for revenues by geography and type. Revenue by geographic location, which is based on the product shipped to location, is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 12,962 $ 7,784 $ 37,025 $ 22,339 International 11,601 12,896 35,963 29,845 Total revenue $ 24,563 $ 20,680 $ 72,988 $ 52,184 As of September 30 December 31 Revenue by type is a key indicator for providing management with an understanding of the Company’s financial performance, which is organized into four different categories: 1. 2. 3. 4. The following table presents revenue by type: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Lease revenue $ 12,634 $ 9,431 $ 33,958 $ 23,709 System revenue 8,022 7,503 26,526 17,758 Product revenue 2,961 2,631 9,330 7,136 Service revenue 946 1,115 3,174 3,581 Total revenue $ 24,563 $ 20,680 $ 72,988 $ 52,184 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS All amounts were recorded at the exchange amount, which is the amount established and agreed to by the related parties. The following are transactions between the Company and its related parties: Distribution Agreements On January 1, 2018, the Company entered into a distribution agreement with Technicalbiomed Co., Ltd. (“TBC”), pursuant to which TBC will continue to distribute the Company’s products in Thailand. A senior officer of the Company is a 30.0% shareholder of TBC. For the three months ended September 30, 2021 and 2020, TBC purchased products in the amount of $66 and $41, respectively, under this distribution agreement. For the nine months ended September 30, 2021 and 2020, TBC purchased products in the amount of $194 and $136, respectively, under this distribution agreement. These sales are included in products and services revenue. In 2020, the Company made several strategic decisions to divest itself of underperforming direct sales offices and sold its share in several subsidiaries, including its 55.0% shareholding in Venus Concept Singapore Pte. Ltd (“Venus Singapore”) . On January 1, 2021, the Company entered into a distribution agreement with Venus Singapore , pursuant to which Venus Singapore will continue to distribute the Company’s products in Singapore. A senior officer of the Company is a 45.0% shareholder of Venus Singapore . For the three and nine months ended September 30, 2021, Venus Singapore purchased products in the amount of $51 and $165, respectively, under the distribution agreement. These sales are included in products and services revenue. |
Transactions With Subsidiaries
Transactions With Subsidiaries | 9 Months Ended |
Sep. 30, 2021 | |
Transactions With Subsidiaries [Abstract] | |
Transactions With Subsidiaries | 18. TRANSACTIONS WITH SUBSIDIARIES In 2020, the Company made several strategic decisions to divest itself of underperforming direct sales offices in the countries which were not anticipated to produce sustainable results . As a part of this initiative the Company completed the following transactions during the three months ended September 30, 2021: • Sold its share (80%) in its subsidiary, Venus Concept Africa (Pty) Ltd. , to a non-controlling shareholder for a nominal cash consideration. The disposal resulted in a loss of approximately $ 188 • Filed a Certificate of Dissolution to dissolve its wholly-owned subsidiary, Restoration Robotics Spain S.L. There is no financial impact to the consolidated financial results of the Company as a result of the subsidiary’s dissolution. As these disposals did not constitute a strategic shift that will have a major effect on the Company’s operations and financial results, and total operating revenue of the disposed subsidiaries did not exceed 15% of the Company’s total revenue, the results of operations for these disposed subsidiaries were not reported as discontinued operations under the guidance of Accounting Standards Codification (“ASC”) 205-20-45. In addition to the above, on September 7, 2021, the Company acquired the non-controlling interest (45%) in its subsidiary in China, Venus Concept (Shanghai) Co., Ltd, for a nominal consideration. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Venus Concept Inc. have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. In the Form 10-Q for the period ended June 30, 2020 filed with the SEC on August 13, 2020, Form 10-Q for the period ended September 30, 2020 filed with the SEC on November 16, 2020, condensed Form 10-K for the year ended December 31, 2020, filed with the SEC on March 29, 2021, the Form 10-Q for the period ended June 30, 2021 filed with the SEC on August 13, 2021, and in the accompanying unaudited condensed The preparation of these unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 intangible and long-lived assets Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. Accounting Policies The accounting policies the Company follows are set forth in the Company’s audited consolidated financial statements for fiscal year 2020. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. |
Jobs Act Accounting Election | JOBS Act Accounting Election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In April 2020, Financial Accounting Standards Board (the “FASB”) issued a Staff Question-and-Answer Document (Q&A): ASC Topic 842 and ASC Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic, that focuses on the application of the lease guidance for lease concessions related solely to the effects of COVID-19. The FASB issued the guidelines to reduce the burden and complexity for companies to account for such lease concessions (e.g., rent abatements or other economic incentives) under current lease accounting rules due to COVID-19 by providing certain practical expedients that can be used. This guidance can be applied immediately. The adoption of the guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance. In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the SEC staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of applying this guidance on its financial instruments, such as accounts receivable. In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company is currently evaluating the impact of applying this guidance. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share and Weighted Average Number of Shares Used in Computing Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (8,838 ) $ (7,321 ) $ (18,031 ) $ (67,789 ) Net loss allocated to stockholders of the Company $ (9,798 ) $ (7,243 ) $ (18,680 ) $ (70,585 ) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share, basic 54,145 40,466 53,994 34,553 Weighted-average shares of common stock outstanding used in computing net loss per share, diluted 54,145 40,466 53,994 34,553 Net loss per share: Basic $ (0.18 ) $ (0.18 ) $ (0.35 ) $ (2.04 ) Diluted $ (0.18 ) $ (0.18 ) $ (0.35 ) $ (2.04 ) |
Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders | Due to the net loss for the nine months ended September 30, 2021, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive : September 30, 2021 September 30, 2020 Options to purchase common stock 5,695,900 4,885,197 Warrants for common stock 15,928,867 10,665,067 Total potential dilutive shares 21,624,767 15,550,264 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Level 1, Level 2 and Level 3 Financial Assets and Liabilities | The following tables set forth the fair value of the Company’s Level 1, Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy: Fair Value Measurements as of September 30, 2021 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Guaranteed Investment Certificates (GIC) $ — $ 64 $ — $ 64 Restricted cash 83 — — 83 Total assets $ 83 $ 64 $ — $ 147 Fair Value Measurements as of December 31, 2020 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Guaranteed Investment Certificates (GIC) $ — $ 64 $ — $ 64 Restricted cash 83 — — 83 Total assets $ 83 $ 64 $ — $ 147 Liabilities Contingent earn-out consideration — — 147 147 Total liabilities $ — $ — $ 147 $ 147 |
Schedule Aggregate Fair Values of Earn-out Liability | The following table provides a roll forward of the aggregate fair values of the earn-out liability for the nine months ended September 30 Balance as of January 1, 2020 $ 655 Payments (799 ) Change in value 291 Balance as of December 31, 2020 147 Payments (147 ) Change in value - Balance as of September 30, 2021 $ - |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Summary of Accounts Receivables | A summary of the Company’s accounts receivables is presented below: September 30, 2021 December 31, 2020 Gross accounts receivable $ 82,494 $ 92,402 Unearned income (3,856 ) (3,728 ) Allowance for doubtful accounts (11,459 ) (18,490 ) $ 67,179 $ 70,184 Reported as: Current trade receivables $ 47,792 $ 52,764 Current unearned interest income (2,565 ) (1,950 ) Long-term trade receivables 23,243 21,148 Long-term unearned interest income (1,291 ) (1,778 ) $ 67,179 $ 70,184 |
Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts | The following are the contractual commitments, net of allowance for doubtful accounts, to be received by the Company over the next 5 years: September 30, Total 2021 2022 2023 2024 2025 Current financing receivables, net of allowance of $4,313 $ 27,813 $ 27,813 $ — $ — $ — $ — Long-term financing receivables, net of allowance of $3,651 23,191 — 16,042 6,954 195 — Total $ 51,004 $ 27,813 $ 16,042 $ 6,954 $ 195 $ — |
Summary of Allowance for Doubtful Accounts | The allowance for doubtful accounts consisted of the following activity: Balance as of January 1, 2020 $ 10,494 Write-offs (6,536 ) Provision 15,212 Sale of subsidiaries (680 ) Balance as of December 31, 2020 18,490 Write-offs (1,902 ) Provision 1,106 Balance as of March 31, 2021 17,694 Write-offs (2,161 ) Recovery (3,238 ) Balance as of June 30, 2021 $ 12,295 Write-offs (2,340 ) Provision 1,504 Balance as of September 30, 2021 $ 11,459 |
Select Balance Sheet and Stat_2
Select Balance Sheet and Statement of Operations Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Select Balance Sheet And Income Statement Information [Abstract] | |
Schedule of Inventory | Inventory September 30, 2021 December 31, 2020 Raw materials $ 1,813 $ 838 Work-in-progress 1,608 1,232 Finished goods 17,584 15,689 Total inventory $ 21,005 $ 17,759 |
Schedule of Property and Equipment, Net | Property Useful Lives (in years) September 30, 2021 December 31, 2020 Lab equipment tooling and molds 4 - 10 $ 8,152 $ 8,053 Office furniture and equipment 6 - 10 1,718 1,760 Leasehold improvements up to 10 1,790 1,838 Computers and software 3 1,871 1,815 Vehicles 5 - 7 7 12 Total property and equipment 13,538 13,478 Less: Accumulated depreciation (10,963 ) (9,939 ) Total property and equipment, net $ 2,575 $ 3,539 |
Schedule of Other Current Assets | Other Current Assets September 30, 2021 December 31, 2020 Government remittances (1) $ 1,623 $ 1,009 Consideration receivable from sales of subsidiaries 2,003 2,580 Deferred financing costs 223 1,063 Sundry assets and miscellaneous 907 1,022 Total other current assets $ 4,756 $ 5,674 (1) |
Schedule of Accrued Expenses and Other Current Liabilities | September 30, 2021 December 31, 2020 Payroll and related expense $ 1,288 $ 1,312 Accrued expenses 6,240 8,582 Commission accrual 3,289 2,827 Sales and consumption taxes 6,363 7,532 Total accrued expenses and other current liabilities $ 17,180 $ 20,253 |
Schedule of Change in Warranty Accrual | The following table provides the details of the change in the Company’s warranty accrual: September 30, 2021 December 31, 2020 Balance as of the beginning of the period $ 1,639 $ 1,977 Warranties issued during the period 534 761 Warranty costs incurred during the period (529 ) (1,099 ) Balance at the end of the period $ 1,644 $ 1,639 Current 1,173 1,106 Long-term 471 533 Total $ 1,644 $ 1,639 |
Schedule of Finance Expenses | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense $ 940 1,750 $ 3,008 $ 6,084 Accretion on long-term debt and amortization of fees 60 147 1,038 438 Total finance expenses $ 1,000 $ 1,897 $ 4,046 $ 6,522 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill | Intangible assets net of accumulated amortization and goodwill were as follows: At September 30, 2021 Gross Amount Accumulated Amortization Net Amount Customer relationships $ 1,400 $ (312 ) $ 1,088 Brand 2,500 (737 ) 1,763 Technology 16,900 (5,392 ) 11,508 Supplier agreement 3,000 (1,091 ) 1,909 Total intangible assets $ 23,800 $ (7,532 ) $ 16,268 At December 31, 2020 Gross Amount Accumulated Amortization Net Amount Customer relationships $ 1,400 $ (242 ) $ 1,158 Brand 2,500 (540 ) 1,960 Technology 16,900 (3,286 ) 13,614 Supplier agreement 3,000 (867 ) 2,133 Total intangible assets $ 23,800 $ (4,935 ) $ 18,865 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for the next five fiscal years and all years thereafter are as follows: October 1, 2021 to December 31, 2021 $ 875 2022 3,473 2023 3,473 2024 3,473 2025 3,004 Thereafter 1,970 Total $ 16,268 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments and Purchase and Service Commitments with Manufacturers and Service Providers | Aggregate future minimum lease payments and purchase and service commitments with manufacturers and service providers as of September 30, 2021 are as follows: Office Lease Purchase and Service Commitments Total October 1, 2021 to December 31, 2021 $ 303 $ 24,939 $ 25,242 2022 1,155 — 1,155 2023 992 — 992 2024 880 — 880 2025 900 — 900 2026 and thereafter 1,972 — 1,972 Total $ 6,202 $ 24,939 $ 31,141 |
Main Street Term Loan (Tables)
Main Street Term Loan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Schedule Payments on Outstanding Borrowings | The scheduled payments on the outstanding borrowings as of September 30, 2021 are as follows: September 30, 2021 2021 546 2022 2,165 2023 2,131 2024 1,628 2025 28,217 Total $ 34,687 |
MSLP Loan Agreement | |
Debt Instrument [Line Items] | |
Schedule Payments on Outstanding Borrowings | The scheduled payments on the outstanding borrowings as of September 30, 2021 are as follows: September 30, 2021 2021 $ - 2022 1,589 2023 9,324 2024 7,929 2025 38,404 Total $ 57,246 |
Madryn Long-term Debt and Con_2
Madryn Long-term Debt and Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule Payments on Outstanding Borrowings | The scheduled payments on the outstanding borrowings as of September 30, 2021 are as follows: September 30, 2021 2021 546 2022 2,165 2023 2,131 2024 1,628 2025 28,217 Total $ 34,687 |
Common Stock Reserved For Iss_2
Common Stock Reserved For Issuance (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to affect the exercise of all options granted and available for grant under the incentive plans and warrants to purchase common stock. September 30, 2021 December 31, 2020 Outstanding common stock warrants 15,928,867 16,290,067 Outstanding stock options 5,695,900 4,433,392 Shares reserved for future option grants 886,536 262,622 Shares reserved for Lincoln Park 5,222,867 5,222,867 Shares reserved for Madryn Noteholders 8,213,880 8,213,880 Total common stock reserved for issuance 35,948,050 34,422,828 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees | The Company recognized stock-based compensation for its employees and non-employees in the accompanying unaudited condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of sales $ 8 $ 6 $ 23 $ 18 Selling and marketing 211 234 652 647 General and administrative 289 285 850 869 Research and development 28 22 77 69 Total stock-based compensation $ 536 $ 547 $ 1,602 $ 1,603 |
Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes-Merton Option Pricing Formula | The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing formula with the following assumptions : Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (in years) 6.00 6.04 6.00 5.00-6.54 Risk-free interest rate 0.98 % 0.38-0.40 % 0.98-1.09 % 0.38-1.50 % Expected volatility 43.66 % 44.30 % 44.69 % 42.81 % Expected dividend rate 0 % 0 % 0 % 0 % |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Company’s stock option plans: Number of Shares Weighted- Average Exercise Price per Share, $ Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding – January 1, 2021 4,433,392 $ 4.59 6.20 $ 247 Options granted 2,094,500 2.33 376 Options exercised (245,643 ) 2.37 285 Options forfeited/cancelled (586,349 ) 4.68 14 Outstanding - September 30, 2021 5,695,900 $ 3.89 7.19 $ 845 Exercisable – September 30, 2021 2,770,996 $ 4.56 5.23 $ 501 Expected to vest – after September 30, 2021 2,924,904 $ 3.25 9.05 $ 344 |
Summary of Information about Stock Options Outstanding and Exercisable | The following tables summarize information about stock options outstanding and exercisable at September 30, 2021: Options Outstanding Options Exercisable Exercise Price Range Number Weighted average remaining contractual term (years) Weighted average Exercise Price Options exercisable Weighted average remaining contractual term (years) Weighted average Exercise Price $1.35 - $3.64 4,370,686 7.41 $ 2.79 1,784,032 4.85 $ 2.93 $4.26 - $7.95 1,272,411 6.48 6.80 942,657 5.94 6.64 $12.45 - $26.10 32,524 6.73 18.36 24,111 6.58 18.69 $27.00 - $33.00 11,900 3.32 27.62 11,876 3.31 27.62 $36.00 - $94.65 8,379 5.94 45.42 8,320 5.94 45.31 5,695,900 7.19 $ 3.89 2,770,996 5.23 $ 4.56 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense | The Company generated a loss and recognized $616 of tax expense for the three months ended September 30, 2021, and $966 of tax benefit for the three months ended September 30, 2020, respectively. The Company generated a loss and recognized $609 of tax expense for the nine months ended September 30, 2021 and $1,010 of tax benefit for the nine months ended September 30, 2020, respectively. A reconciliation of income tax expense (benefit) is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Loss before income taxes $ (8,222 ) $ (8,287 ) $ (17,422 ) $ (68,799 ) Theoretical tax benefit at the statutory rate ( 21.0% 24.1% (1,727 ) (1,997 ) (3,659 ) (16,581 ) Differences in jurisdictional tax rates (313 ) 28 (716 ) (192 ) Losses recognition — (214 ) — (214 ) Valuation allowance 2,388 1,871 4,687 9,169 Non-deductible expenses 268 (662 ) 207 6,800 Other — 8 90 8 Total income tax expense (benefit) 616 (966 ) 609 (1,010 ) Net loss $ (8,838 ) $ (7,321 ) $ (18,031 ) $ (67,789 ) |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | Revenue by geographic location, which is based on the product shipped to location, is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 12,962 $ 7,784 $ 37,025 $ 22,339 International 11,601 12,896 35,963 29,845 Total revenue $ 24,563 $ 20,680 $ 72,988 $ 52,184 |
Schedule of Revenue by Type | The following table presents revenue by type: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Lease revenue $ 12,634 $ 9,431 $ 33,958 $ 23,709 System revenue 8,022 7,503 26,526 17,758 Product revenue 2,961 2,631 9,330 7,136 Service revenue 946 1,115 3,174 3,581 Total revenue $ 24,563 $ 20,680 $ 72,988 $ 52,184 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 22, 2020 | Feb. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Nature Of Operations [Line Items] | ||||
Accumulated deficit | $ 176,072 | $ 157,392 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Exercises of 2020 December Public Offering Warrants | $ 903 | |||
December 2020 Public Offering | ||||
Nature Of Operations [Line Items] | ||||
Common stock, shares issued | 11,250,000 | |||
Combined offering price per share | $ 2 | |||
December 2020 Public Offering | Common Stock | ||||
Nature Of Operations [Line Items] | ||||
Common stock, par value | 0.0001 | |||
December 2020 Public Offering Warrants | ||||
Nature Of Operations [Line Items] | ||||
Warrants to purchase shares of common stock | 361,200 | |||
Exercise price of warrants | $ 2.50 | $ 2.50 | ||
Warrants expiry period | 5 years | |||
Warrants exercisable period | The December 2020 Public Offering Warrants have a five-year term and are exercisable immediately. | |||
Gross proceeds from stock issuance | $ 22,500 | |||
Exercises of 2020 December Public Offering Warrants | $ 903 | |||
Maximum | December 2020 Public Offering Warrants | ||||
Nature Of Operations [Line Items] | ||||
Warrants to purchase shares of common stock | 5,625,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | |||
Loss on disposal of subsidiaries | $ 188 | $ 188 | $ 385 |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Loss Per Share and Weighted Average Number of Shares Used in Computing Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss | $ (8,838) | $ (7,321) | $ (18,031) | $ (67,789) |
Net loss allocated to stockholders of the Company | $ (9,798) | $ (7,243) | $ (18,680) | $ (70,585) |
Denominator: | ||||
Weighted-average shares of common stock outstanding used in computing net loss per share, basic | 54,145 | 40,466 | 53,994 | 34,553 |
Weighted-average shares of common stock outstanding used in computing net loss per share, diluted | 54,145 | 40,466 | 53,994 | 34,553 |
Net loss per share: | ||||
Basic | $ (0.18) | $ (0.18) | $ (0.35) | $ (2.04) |
Diluted | $ (0.18) | $ (0.18) | $ (0.35) | $ (2.04) |
Net Loss per Share - Outstandin
Net Loss per Share - Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 21,624,767 | 15,550,264 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 5,695,900 | 4,885,197 |
Warrants for Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 15,928,867 | 10,665,067 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Level 1, Level 2 and Level 3 Financial Assets and Liabilities - (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | $ 147 | $ 147 |
Total liabilities | 147 | |
Quoted Prices in Active Markets using Identical Assets (Level 1) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 83 | 83 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 64 | 64 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total liabilities | 147 | |
Guaranteed Investment Certificates | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 64 | 64 |
Guaranteed Investment Certificates | Significant Other Observable Inputs (Level 2) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 64 | 64 |
Restricted Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 83 | 83 |
Restricted Cash | Quoted Prices in Active Markets using Identical Assets (Level 1) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | $ 83 | 83 |
Contingent Earn-out Consideration | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total liabilities | 147 | |
Contingent Earn-out Consideration | Significant Unobservable Inputs (Level 3) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total liabilities | $ 147 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Aggregate Fair Values of Earn-out Liability - (Details) - Level 3 - Contingent Earn-out Consideration - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 147 | $ 655 |
Payments | $ (147) | (799) |
Change in value | 291 | |
Ending balance | $ 147 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Notes and Loans Receivable [Line Items] | |||||
Sales-type leases term of lease | 36 months | ||||
Allowance for doubtful accounts | $ 11,459 | $ 12,295 | $ 17,694 | $ 18,490 | $ 10,494 |
Trade Receivables and Long-term Receivables | |||||
Accounts Notes and Loans Receivable [Line Items] | |||||
Financing receivables, consisting of sales-type leases | $ 51,004 | $ 49,096 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Notes and Loans Receivable [Line Items] | |||||
Gross accounts receivable | $ 82,494 | $ 92,402 | |||
Unearned income | (3,856) | (3,728) | |||
Allowance for doubtful accounts | (11,459) | $ (12,295) | $ (17,694) | (18,490) | $ (10,494) |
Net accounts receivable | 67,179 | 70,184 | |||
Current trade receivables | 47,792 | 52,764 | |||
Current unearned interest income | (2,565) | (1,950) | |||
Long-term receivables | 23,243 | 21,148 | |||
Long-term unearned interest income | (1,291) | (1,778) | |||
Trade Accounts Receivable | |||||
Accounts Notes and Loans Receivable [Line Items] | |||||
Current trade receivables | 47,792 | 52,764 | |||
Long-term receivables | $ 23,243 | $ 21,148 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Accounts Notes and Loans Receivable [Line Items] | |
Total financing receivables | $ 51,004 |
2021 | 27,813 |
2022 | 16,042 |
2023 | 6,954 |
2024 | 195 |
Current financing receivables, net of allowance of $4,683 | |
Accounts Notes and Loans Receivable [Line Items] | |
Total financing receivables | 27,813 |
2021 | 27,813 |
Long-term financing receivables, net of allowance of $2,571 | |
Accounts Notes and Loans Receivable [Line Items] | |
Total financing receivables | 23,191 |
2022 | 16,042 |
2023 | 6,954 |
2024 | $ 195 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Parenthetical) (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Receivables [Abstract] | |
Allowance for current financing receivables | $ 4,313 |
Allowance for long-term financing receivables | $ 3,651 |
Accounts Receivable - Summary_2
Accounts Receivable - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Receivables [Abstract] | ||||||
Balance at beginning of period | $ 12,295 | $ 17,694 | $ 18,490 | $ 18,490 | $ 10,494 | $ 10,494 |
Write-offs | (2,340) | (2,161) | (1,902) | (6,536) | ||
Provision | 1,504 | (3,238) | 1,106 | (628) | $ 8,450 | 15,212 |
Sale of subsidiaries | (680) | |||||
Balance at end of period | $ 11,459 | $ 12,295 | $ 17,694 | $ 11,459 | $ 18,490 |
Select Balance Sheet and Stat_3
Select Balance Sheet and Statement of Operations Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,813 | $ 838 |
Work-in-progress | 1,608 | 1,232 |
Finished goods | 17,584 | 15,689 |
Total inventory | $ 21,005 | $ 17,759 |
Select Balance Sheet and Stat_4
Select Balance Sheet and Statement of Operations Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Select Balance Sheet And Statement Of Operations Information [Abstract] | |||||
Cost of goods sold | $ 6,187 | $ 6,149 | $ 17,546 | $ 13,352 | |
Provision for inventory obsolescence | 2,167 | 2,167 | $ 1,208 | ||
Depreciation expense | $ 431 | $ 318 | $ 1,159 | $ 1,095 |
Select Balance Sheet and Stat_5
Select Balance Sheet and Statement of Operations Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Lab equipment tooling and molds | $ 8,152 | $ 8,053 |
Office furniture and equipment | 1,718 | 1,760 |
Leasehold improvements | 1,790 | 1,838 |
Computers and software | 1,871 | 1,815 |
Vehicles | 7 | 12 |
Total property and equipment | 13,538 | 13,478 |
Less: Accumulated depreciation | (10,963) | (9,939) |
Total property and equipment, net | $ 2,575 | $ 3,539 |
Lab Equipment Tooling and Molds | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P4Y | |
Lab Equipment Tooling and Molds | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P10Y | |
Office Furniture and Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P6Y | |
Office Furniture and Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P10Y | |
Leasehold Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P10Y | |
Computers and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P3Y | |
Vehicles | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P5Y | |
Vehicles | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful lives | P7Y |
Select Balance Sheet and Stat_6
Select Balance Sheet and Statement of Operations Information - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Other Assets [Abstract] | |||
Government remittances | [1] | $ 1,623 | $ 1,009 |
Consideration receivable from sales of subsidiaries | 2,003 | 2,580 | |
Deferred financing costs | 223 | 1,063 | |
Sundry assets and miscellaneous | 907 | 1,022 | |
Total other current assets | $ 4,756 | $ 5,674 | |
[1] | Government remittances are receivables from the local tax authorities for refunds of sales taxes and income taxes. |
Select Balance Sheet and Stat_7
Select Balance Sheet and Statement of Operations Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Payroll and related expense | $ 1,288 | $ 1,312 |
Accrued expenses | 6,240 | 8,582 |
Commission accrual | 3,289 | 2,827 |
Sales and consumption taxes | 6,363 | 7,532 |
Total accrued expenses and other current liabilities | $ 17,180 | $ 20,253 |
Select Balance Sheet and Stat_8
Select Balance Sheet and Statement of Operations Information - Schedule of Change in Warranty Accrual (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Product Warranty Accrual Balance Sheet Classification [Abstract] | ||
Warranty accrual, Balance as of the beginning of the period | $ 1,639 | $ 1,977 |
Warranties issued during the period | 534 | 761 |
Warranty costs incurred during the period | (529) | (1,099) |
Warranty accrual, Balance at the end of the period | 1,644 | 1,639 |
Current | 1,173 | 1,106 |
Long-term | $ 471 | $ 533 |
Select Balance Sheet and Stat_9
Select Balance Sheet and Statement of Operations Information - Schedule of Finance Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Interest And Debt Expense [Abstract] | ||||
Interest expense | $ 940 | $ 1,750 | $ 3,008 | $ 6,084 |
Accretion on long-term debt and amortization of fees | 60 | 147 | 1,038 | 438 |
Total finance expenses | $ 1,000 | $ 1,897 | $ 4,046 | $ 6,522 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | $ 23,800 | $ 23,800 |
Accumulated Amortization | (7,532) | (4,935) |
Net Amount | 16,268 | 18,865 |
Customer Relationships | ||
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | 1,400 | 1,400 |
Accumulated Amortization | (312) | (242) |
Net Amount | 1,088 | 1,158 |
Brand Name | ||
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | 2,500 | 2,500 |
Accumulated Amortization | (737) | (540) |
Net Amount | 1,763 | 1,960 |
Technology | ||
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | 16,900 | 16,900 |
Accumulated Amortization | (5,392) | (3,286) |
Net Amount | 11,508 | 13,614 |
Supplier Agreement | ||
Goodwill And Intangible Assets [Line Items] | ||
Gross Amount | 3,000 | 3,000 |
Accumulated Amortization | (1,091) | (867) |
Net Amount | $ 1,909 | $ 2,133 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
October 1, 2021 to December 31, 2021 | $ 875 | |
2022 | 3,473 | |
2023 | 3,473 | |
2024 | 3,473 | |
2025 | 3,004 | |
Thereafter | 1,970 | |
Net Amount | $ 16,268 | $ 18,865 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Lease Payments and Purchase and Service Commitments with Manufacturers and Service Providers (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
October 1, 2021 to December 31, 2021, Office Lease | $ 303 |
2022, Office Lease | 1,155 |
2023, Office Lease | 992 |
2024, Office Lease | 880 |
2025, Office Lease | 900 |
2026 and thereafter, Office Lease | 1,972 |
Total, Office Lease | 6,202 |
October 1, 2021 to December 31, 2021, Purchase and Service Commitments | 24,939 |
Total, Purchase and Service Commitments | 24,939 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
October 1, 2021 to December 31, 2021 | 25,242 |
2022 | 1,155 |
2023 | 992 |
2024 | 880 |
2025 | 900 |
2026 and thereafter | 1,972 |
Total | $ 31,141 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) ¥ in Thousands, $ in Thousands | Mar. 04, 2021USD ($) | Mar. 04, 2021CNY (¥) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 11, 2019Complaint |
Commitment And Contingencies [Line Items] | |||||||
Rent expense | $ 528 | $ 487 | $ 1,623 | $ 1,508 | |||
Purchase obligation | 24,939 | 24,939 | |||||
Number of complaints filed | Complaint | 4 | ||||||
Xuhui MSA Market Regulation | |||||||
Commitment And Contingencies [Line Items] | |||||||
Penalty amount | $ 150 | ¥ 976 | |||||
Contract Manufacturers | |||||||
Commitment And Contingencies [Line Items] | |||||||
Purchase obligation | 24,508 | 24,508 | |||||
Open Purchase Order | |||||||
Commitment And Contingencies [Line Items] | |||||||
Purchase obligation | $ 2,871 | $ 2,871 | |||||
Open purchase cancellation period | 270 days | ||||||
Percentage of open purchase order | 15.00% |
Main Street Term Loan - Additio
Main Street Term Loan - Additional Information (Details) - MSLP Loan Agreement - USD ($) $ in Thousands | Dec. 08, 2024 | Dec. 08, 2023 | Dec. 08, 2020 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 50,000 | |||
Debt instrument term | 5 years | |||
Debt instrument, description of variable rate basis | 30-day LIBOR plus 3%. | |||
Debt instrument basis spread on variable rate | 3.00% | |||
Debt instrument, maturity date | Dec. 8, 2025 | |||
Scenario Forecast | ||||
Debt Instrument [Line Items] | ||||
Debt instrument percentage of outstanding principal to be paid with accrued unpaid interest | 15.00% | 15.00% |
Main Street Term Loan - Schedul
Main Street Term Loan - Schedule Payments on Outstanding Borrowings (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 546 |
2022 | 2,165 |
2023 | 2,131 |
2024 | 1,628 |
2025 | 28,217 |
Total | 34,687 |
MSLP Loan Agreement | |
Debt Instrument [Line Items] | |
2022 | 1,589 |
2023 | 9,324 |
2024 | 7,929 |
2025 | 38,404 |
Total | $ 57,246 |
Madryn Long-term Debt and Con_3
Madryn Long-term Debt and Convertible Notes - Additional Information (Details) - USD ($) | Dec. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Repayments of long-term debt | $ 0 | $ 0 | ||
Madryn Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 42,500,000 | |||
Credit agreement termination date | Dec. 9, 2020 | |||
Secured Subordinated Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Increase in applicate interest rate | 4.00% | |||
Debt instrument, interest rate terms | Interest is payable quarterly in arrears on the last business day of each calendar quarter of each year after the original issuance date, beginning on December 31, 2020. | |||
Issuance date | Dec. 31, 2020 | |||
Debt instrument, maturity date | Dec. 9, 2025 | |||
Debt instrument termination description | The security interests and liens granted to the Madryn Noteholders under the Madryn Security Agreement will terminate upon the earlier of (i) an assignment of the Notes (other than to an affiliate of the Madryn Noteholders) pursuant to the terms of the Exchange Agreement and (ii) the first date on which the outstanding principal amount of the Notes is less than $10,000. | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Initial conversion price | $ 3.25 | $ 3.25 | ||
Interest expense | $ 546,000 | $ 1,613,000 | ||
Secured Subordinated Convertible Notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, principal amount | $ 10,000,000 | $ 10,000,000 | ||
Secured Subordinated Convertible Notes | Original Issuance of Notes to Third Anniversary Date | ||||
Debt Instrument [Line Items] | ||||
Accrue interest rate | 8.00% | |||
Secured Subordinated Convertible Notes | Original Issuance and Thereafter | ||||
Debt Instrument [Line Items] | ||||
Accrue interest rate | 6.00% | |||
Secured Subordinated Convertible Notes | Madryn Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 26,695,000 |
Madryn Long-term Debt and Con_4
Madryn Long-term Debt and Convertible Notes - Schedule Payments on Outstanding Borrowings (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 546 |
2022 | 2,165 |
2023 | 2,131 |
2024 | 1,628 |
2025 | 28,217 |
Total | $ 34,687 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - Revolving Credit Facility - City National Bank of Florida - USD ($) | Aug. 26, 2021 | Sep. 30, 2021 | Dec. 10, 2021 | Dec. 09, 2021 |
Line Of Credit Facility [Line Items] | ||||
Revolving credit facility, maximum outstanding amount | $ 5,000,000 | $ 10,000,000 | ||
Line of credit facility cash held in deposit account period | 1 year | |||
Escrow deposit | $ 20,000,000 | |||
Line of credit facility minimum deposit required | 3,000,000 | |||
Loan fee paid | $ 1,000,000 | |||
Debt instrument, description of variable rate basis | 30-Day rate plus 3.25% | |||
Debt instrument basis spread on variable rate | 3.25% | |||
Debt instrument face amount | $ 5,000,000 | |||
Debt instrument, maturity date | Jul. 24, 2023 | |||
Scenario Forecast | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility minimum deposit required | $ 1,500,000 | $ 3,000,000 | ||
Installment One | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility loan fee payment date | January 25 | |||
Installment Two | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility loan fee payment date | February 25 | |||
Installment Three | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility loan fee payment date | March 25, 2021 | |||
Minimum | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility cash held in deposit account | $ 23,000,000 | |||
Line of credit facility cash held in deposit account after one year | $ 3,000,000 | |||
Minimum | LIBOR | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 0.50% |
Government Assistance Programs
Government Assistance Programs - Additional Information (Details) $ in Thousands | Apr. 29, 2020USD ($) | Sep. 30, 2021USD ($)Loan | Dec. 31, 2020USD ($) | Apr. 20, 2020USD ($) |
Government Assistance Programs [Line Items] | ||||
Debt outstanding balance | $ 34,687 | |||
Government Assistance Programs | Paycheck Protection Program | Venus Concept USA Inc. | ||||
Government Assistance Programs [Line Items] | ||||
Number of small business loans | Loan | 2 | |||
Government Assistance Programs | Subsidiaries | Canada Emergency Wage Subsidy | ||||
Government Assistance Programs [Line Items] | ||||
Government subsidies received | $ 1,117 | |||
Government Assistance Programs | Small Business Loans | Paycheck Protection Program | Venus Concept USA Inc. | ||||
Government Assistance Programs [Line Items] | ||||
Fund amount received | 4,048 | |||
Government Assistance Programs | Venus Concept PPP Loan | Paycheck Protection Program | ||||
Government Assistance Programs [Line Items] | ||||
Debt instrument, principal amount | $ 1,665 | 1,086 | ||
Debt instrument, interest rate, stated percentage | 1.00% | |||
Debt instrument, term of maturity | 2 years | |||
Government Assistance Programs | Venus USA PPP Loan | Paycheck Protection Program | ||||
Government Assistance Programs [Line Items] | ||||
Debt instrument, principal amount | 1,689 | $ 2,383 | ||
Government Assistance Programs | PPP Loans | Paycheck Protection Program | ||||
Government Assistance Programs [Line Items] | ||||
Debt outstanding balance | $ 950 | $ 4,110 |
Common Stock Reserved for Iss_3
Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Issuance (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Outstanding stock options | 5,695,900 | 4,433,392 |
Total common stock reserved for issuance | 35,948,050 | 34,422,828 |
Common Stock | ||
Class Of Stock [Line Items] | ||
Outstanding common stock warrants | 15,928,867 | 16,290,067 |
Option | ||
Class Of Stock [Line Items] | ||
Shares reserved for future grants | 886,536 | 262,622 |
Lincoln Park | ||
Class Of Stock [Line Items] | ||
Shares reserved for future grants | 5,222,867 | 5,222,867 |
Madryn Noteholders | ||
Class Of Stock [Line Items] | ||
Shares reserved for future grants | 8,213,880 | 8,213,880 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Details) - USD ($) | Dec. 22, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 16, 2020 | Oct. 04, 2019 |
Class Of Stock [Line Items] | ||||||||||||
Common stock voting rights | one vote | |||||||||||
Net proceeds from private placement | $ 20,300,000 | $ 20,300,000 | ||||||||||
Beneficial conversion feature | 3,564,000 | $ (3,564,000) | $ 3,564,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares issued | 53,551,126 | 54,157,969 | 54,157,969 | |||||||||
Net proceeds from shares issuance | 6,206,000 | |||||||||||
Exercises of 2020 December Public Offering Warrants | $ 903,000 | |||||||||||
Common stock reserved for issuance | 34,422,828 | 35,948,050 | 35,948,050 | |||||||||
Expected dividend | $ 0 | |||||||||||
Total intrinsic value of options exercised | $ 19,000 | $ 23,000 | $ 285,000 | $ 43,000 | ||||||||
Weighted-average grant date fair value of options granted | $ 2.09 | $ 3.11 | $ 2.33 | $ 4.20 | ||||||||
2010 Share Option Plan | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Stock option, vesting period | 7 years | |||||||||||
Stock option, vesting period extension | 10 years | |||||||||||
Common stock reserved for issuance | 138,275 | 256,611 | 256,611 | |||||||||
2019 Incentive Award Plan | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock reserved for issuance | 124,347 | 629,925 | 629,925 | 450,000 | ||||||||
Percentage of stock outstanding | 4.00% | |||||||||||
2020 Private Placement Warrants | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Net proceeds from private placement | $ 4,621,000 | |||||||||||
December 2020 Public Offering Warrants and Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Net proceeds from shares issuance | $ 20,476,000 | |||||||||||
December 2020 Public Offering Warrants | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants to purchase shares of common stock | 361,200 | |||||||||||
Exercise price of warrants | $ 2.50 | $ 2.50 | ||||||||||
Warrants expiry period | 5 years | |||||||||||
Warrants exercisable period | The December 2020 Public Offering Warrants have a five-year term and are exercisable immediately. | |||||||||||
Net proceeds from shares issuance | $ 2,648,000 | |||||||||||
Exercises of 2020 December Public Offering Warrants | $ 903,000 | |||||||||||
December 2020 Public Offering Warrants | Maximum | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants to purchase shares of common stock | 5,625,000 | |||||||||||
Investor | 2020 Private Placement Warrants | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Exercise price of warrants | $ 3.50 | $ 3.50 | ||||||||||
Warrants expiry period | 5 years | |||||||||||
Warrants exercisable period | beginning 181 days after their issue date | |||||||||||
Investor | 2020 Private Placement Warrants | Maximum | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants to purchase shares of common stock | 6,675,000 | 6,675,000 | ||||||||||
Investor | December 2020 Public Offering Warrants and Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Exercise price of warrants | $ 2.50 | |||||||||||
Warrants expiry period | 5 years | |||||||||||
Warrants exercisable period | The December 2020 Public Offering Warrants have a five-year term and are exercisable immediately. | |||||||||||
Common stock, shares issued | 11,250,000 | |||||||||||
Investor | December 2020 Public Offering Warrants and Common Stock | Maximum | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants to purchase shares of common stock | 5,625,000 | |||||||||||
Investor | December 2020 Public Offering Warrants | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants to purchase shares of common stock | 361,200 | |||||||||||
Exercise price of warrants | $ 2.50 | |||||||||||
Exercises of 2020 December Public Offering Warrants | $ 903,000 | |||||||||||
Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Net proceeds from private placement | $ 4,052,000 | |||||||||||
Conversion of Preferred Stock Series A, shares | 6,600,000 | |||||||||||
Common Stock | 2020 Private Placement Warrants | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Common Stock | December 2020 Public Offering Warrants and Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Net proceeds from shares issuance | $ 17,828,000 | |||||||||||
Series A Preferred Shares | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Net proceeds from private placement | $ 8,063,000 | |||||||||||
Conversion of Preferred Stock Series A, shares | 660,000 | |||||||||||
Series A Preferred Shares | 2020 Private Placement Warrants | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Stockholders Equity - Summary o
Stockholders Equity - Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,602 | $ 1,603 | ||
Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 536 | $ 547 | 1,602 | 1,603 |
Cost of Sales | Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 8 | 6 | 23 | 18 |
Selling and Marketing | Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 211 | 234 | 652 | 647 |
General and Administrative | Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 289 | 285 | 850 | 869 |
Research and Development | Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 28 | $ 22 | $ 77 | $ 69 |
Stockholders Equity - Assumptio
Stockholders Equity - Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes Option Pricing Formula (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years | 6 years 14 days | 6 years | |
Risk-free interest rate | 0.98% | |||
Expected volatility | 43.66% | 44.30% | 44.69% | 42.81% |
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years | |||
Risk-free interest rate | 0.38% | 0.98% | 0.38% | |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 6 months 14 days | |||
Risk-free interest rate | 0.40% | 1.09% | 1.50% |
Stockholders Equity - Summary_2
Stockholders Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |||||
Number of Shares, Outstanding, Beginning Balance | 4,433,392 | ||||
Number of Shares, Options granted | 2,094,500 | ||||
Number of Shares, Options exercised | (245,643) | ||||
Number of Shares, Options forfeited/cancelled | (586,349) | ||||
Number of Shares, Outstanding, Ending Balance | 5,695,900 | 5,695,900 | 4,433,392 | ||
Number of Shares, Exercisable | 2,770,996 | 2,770,996 | |||
Number of Shares, Expected to vest | 2,924,904 | 2,924,904 | |||
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance | $ 4.59 | ||||
Weighted-Average Exercise Price Per Share, Options granted | 2.33 | ||||
Weighted-Average Exercise Price Per Share, Options exercised | 2.37 | ||||
Weighted-Average Exercise Price Per Share, Options forfeited/cancelled | 4.68 | ||||
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance | $ 3.89 | 3.89 | $ 4.59 | ||
Weighted-Average Exercise Price Per Share, Exercisable | 4.56 | 4.56 | |||
Weighted-Average Exercise Price Per Share, Expected to vest | $ 3.25 | $ 3.25 | |||
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 2 months 8 days | 6 years 2 months 12 days | |||
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 2 months 23 days | ||||
Weighted-Average Remaining Contractual Term, Expected to vest | 9 years 18 days | ||||
Aggregate Intrinsic Value, Outstanding | $ 845 | $ 845 | $ 247 | ||
Aggregate Intrinsic Value, Options granted | 376 | ||||
Aggregate Intrinsic Value, Options exercised | 19 | $ 23 | $ 285 | $ 43 | |
Aggregate Intrinsic Value, Options forfeited/cancelled | $ 14 | ||||
Aggregate Intrinsic Value, Exercisable | 501 | $ 501 | |||
Aggregate Intrinsic Value, Expected to vest - after September 30, 2021 | $ 344 | $ 344 |
Stockholders Equity - Summary_3
Stockholders Equity - Summary of Information about Stock Options Outstanding and Exercisable (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number | shares | 5,695,900 |
Options Outstanding, Weighted average remaining contractual term (years) | 7 years 2 months 8 days |
Options Outstanding, Weighted average Exercise Price | $ 3.89 |
Options Exercisable | shares | 2,770,996 |
Options Exercisable, Weighted average remaining contractual term (years) | 5 years 2 months 23 days |
Options Exercisable, Weighted average Exercise Price | $ 4.56 |
$1.35 - $3.64 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 1.35 |
Exercise Price Range (Upper limit) | $ 3.64 |
Options Outstanding, Number | shares | 4,370,686 |
Options Outstanding, Weighted average remaining contractual term (years) | 7 years 4 months 28 days |
Options Outstanding, Weighted average Exercise Price | $ 2.79 |
Options Exercisable | shares | 1,784,032 |
Options Exercisable, Weighted average remaining contractual term (years) | 4 years 10 months 6 days |
Options Exercisable, Weighted average Exercise Price | $ 2.93 |
$4.26 - $7.95 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 4.26 |
Exercise Price Range (Upper limit) | $ 7.95 |
Options Outstanding, Number | shares | 1,272,411 |
Options Outstanding, Weighted average remaining contractual term (years) | 6 years 5 months 23 days |
Options Outstanding, Weighted average Exercise Price | $ 6.80 |
Options Exercisable | shares | 942,657 |
Options Exercisable, Weighted average remaining contractual term (years) | 5 years 11 months 8 days |
Options Exercisable, Weighted average Exercise Price | $ 6.64 |
$12.45 - $26.10 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 12.45 |
Exercise Price Range (Upper limit) | $ 26.10 |
Options Outstanding, Number | shares | 32,524 |
Options Outstanding, Weighted average remaining contractual term (years) | 6 years 8 months 23 days |
Options Outstanding, Weighted average Exercise Price | $ 18.36 |
Options Exercisable | shares | 24,111 |
Options Exercisable, Weighted average remaining contractual term (years) | 6 years 6 months 29 days |
Options Exercisable, Weighted average Exercise Price | $ 18.69 |
$27.00 - $33.00 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 27 |
Exercise Price Range (Upper limit) | $ 33 |
Options Outstanding, Number | shares | 11,900 |
Options Outstanding, Weighted average remaining contractual term (years) | 3 years 3 months 25 days |
Options Outstanding, Weighted average Exercise Price | $ 27.62 |
Options Exercisable | shares | 11,876 |
Options Exercisable, Weighted average remaining contractual term (years) | 3 years 3 months 21 days |
Options Exercisable, Weighted average Exercise Price | $ 27.62 |
$36.00 - $94.65 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price Range (Lower limit) | 36 |
Exercise Price Range (Upper limit) | $ 94.65 |
Options Outstanding, Number | shares | 8,379 |
Options Outstanding, Weighted average remaining contractual term (years) | 5 years 11 months 8 days |
Options Outstanding, Weighted average Exercise Price | $ 45.42 |
Options Exercisable | shares | 8,320 |
Options Exercisable, Weighted average remaining contractual term (years) | 5 years 11 months 8 days |
Options Exercisable, Weighted average Exercise Price | $ 45.31 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Tax (benefit) expense | $ 616 | $ (966) | $ 609 | $ (1,010) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||||
Loss before income taxes | $ (8,222) | $ (8,287) | $ (17,422) | $ (68,799) |
Theoretical tax benefit at the statutory rate (21.0% in 2021, 24.1% in 2020) | (1,727) | (1,997) | (3,659) | (16,581) |
Differences in jurisdictional tax rates | (313) | 28 | (716) | (192) |
Losses recognition | (214) | (214) | ||
Valuation allowance | 2,388 | 1,871 | 4,687 | 9,169 |
Non-deductible expenses | 268 | (662) | 207 | 6,800 |
Other | 8 | 90 | 8 | |
Total income tax expense (benefit) | 616 | (966) | 609 | (1,010) |
Net loss | $ (8,838) | $ (7,321) | $ (18,031) | $ (67,789) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Parenthetical) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||||
Theoretical tax benefit, statutory rate | 21.00% | 24.10% | 21.00% | 24.10% |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | Segment | 1 | |
Number of reportable segments | Segment | 1 | |
Lease Revenue | ||
Segment Reporting Information [Line Items] | ||
System sales with typical lease terms | 36 months | |
System Revenue | ||
Segment Reporting Information [Line Items] | ||
Systems sales with payment terms | 12 months | |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ | $ 16,933 | $ 19,828 |
Foreign | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ | $ 1,910 | $ 2,576 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenue | $ 24,563 | $ 20,680 | $ 72,988 | $ 52,184 |
United States | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenue | 12,962 | 7,784 | 37,025 | 22,339 |
Foreign | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenue | $ 11,601 | $ 12,896 | $ 35,963 | $ 29,845 |
Segment and Geographic Inform_5
Segment and Geographic Information - Schedule of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Total revenue | $ 24,563 | $ 20,680 | $ 72,988 | $ 52,184 |
Lease Revenue | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Total revenue | 12,634 | 9,431 | 33,958 | 23,709 |
System Revenue | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Total revenue | 8,022 | 7,503 | 26,526 | 17,758 |
Product Revenue | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Total revenue | 2,961 | 2,631 | 9,330 | 7,136 |
Service Revenue | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Total revenue | $ 946 | $ 1,115 | $ 3,174 | $ 3,581 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Med Group Consult Ltd | Venus Concept Singapore Pte. Ltd | |||||
Related Party Transaction [Line Items] | |||||
Percentage of ownership interest in subsidiaries sold | 55.00% | ||||
Senior Officer | TBC | |||||
Related Party Transaction [Line Items] | |||||
Percentage of ownership by senior officer in TBC | 30.00% | 30.00% | |||
Senior Officer | Venus Concept Singapore Pte. Ltd | |||||
Related Party Transaction [Line Items] | |||||
Percentage of ownership by senior officer | 45.00% | 45.00% | |||
TBC | |||||
Related Party Transaction [Line Items] | |||||
Products purchased | $ 66 | $ 41 | $ 194 | $ 136 | |
Venus Concept Singapore Pte. Ltd | |||||
Related Party Transaction [Line Items] | |||||
Products purchased | $ 51 | $ 165 |
Transactions With Subsidiaries
Transactions With Subsidiaries - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 07, 2021 | |
Transactions With Subsidiaries [Line Items] | ||||
Loss on disposal of subsidiaries | $ 188 | $ 188 | $ 385 | |
Venus Concept (Shanghai) Co., Ltd | ||||
Transactions With Subsidiaries [Line Items] | ||||
Percentage of non-controlling interest acquired | 45.00% | |||
Maximum | ||||
Transactions With Subsidiaries [Line Items] | ||||
Percentage of operating revenue of disposed subsidiaries of total revenue | 15.00% | |||
Venus Concept Africa (Pty) Ltd. | ||||
Transactions With Subsidiaries [Line Items] | ||||
Percentage of ownership interest in subsidiaries sold | 80.00% |