Commitments and Contingencies | 6. Commitments and Contingencies Operating Leases In March 2015 , the Company entered into a lease agreement for approximately 50,000 square feet of office space located in Redwood City, California for a period beginning on June 30, 2015 and ending in May 2022 , with initial annual payments of approximately $ 2.0 million, increasing to $ 2.4 million annually during the final year of the lease term. In December 2016, the Company entered into a first amendment to the lease for an additional approximately 50,000 square feet of office space adjacent to the premises under the original lease (the Expansion Premises), with initial annual payments of $ 1.2 million, increasing to $ 2.9 million in the final year of the amended lease term. The lease for the Expansion Premises commenced on June 1, 2018 , and includes an expiration date of May 31, 2025 . The first amendment extended the lease term for the original premises to terminate on the same date as the Expansion Premises. In April 2024, the Company entered into a second amendment which reduced the total office space to approximately 78,000 square feet, beginning on June 1, 2024 and ending on December 31, 2031 , with initial annual payments of approximately $ 3.0 million, increasing to approximately $ 5.7 million during the final year of the lease term. Pursuant to the second lease amendment, the landlord provided the Company with a tenant improvement allowance of up to $ 4.7 million. The amendment increased the right-of-use asset and lease liability by $ 15.5 million. The Company entered into a separate non-cancellable facility lease for warehouse space beginning on March 1, 2017 through February 28, 2022 , under which it is obligated to pay approximately $ 0.4 million in lease payments over the term of the lease. In October 2021, the Company entered into a first amendment of the warehouse lease, which extends the lease term to terminate on May 31, 2025 and under which the Company is obligated to pay approximately $ 0.4 million over the term of the extension period. In August 2020 , the Company entered into a lease for approximately 35,411 square feet of space for a manufacturing facility in Costa Rica to begin in April 2021 and to last through June 2031 , under which it is obligated to pay approximately $ 3.9 million in lease payments over the term of the lease. On the commencement date in April 2021, the Company classified and measured the lease, resulting in the recording of operating assets of $ 2.9 million and operating lease liabilities of $ 2.9 million. In September 2024 , the Company entered into a lease for 13,623 square feet of office space located in Plymouth Meeting, Pennsylvania to commence on the later of December 1, 2024 or completion of the landlord's building improvements. The lease is through February 2033 . Pursuant to the terms of the lease, the Company is obligated to pay $ 2.0 million over the term of the lease. The Company expects to record operating assets of $ 0.9 million and operating lease liabilities of $ 0.9 million on the lease commencement date. See Note 3 for further discussion on Lease Accounting. Warranty Obligations The Company provides a limited one- to five-year warranty and warrants that its products will operate substantially in conformity with product specifications. The Company records an estimate for the provision for warranty claims in cost of revenue when the related revenues are recognized. This estimate is based on historical and anticipated rates of warranty claims, the cost per claim and the number of units sold. The Company regularly assesses the adequacy of its recorded warranty obligations and adjusts the amounts as necessary. Activities related to warranty obligations were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Beginning balance $ 2,200 $ 1,349 $ 1,531 $ 866 Provision for warranty 1,489 1,051 4,516 3,899 Utilization ( 1,189 ) ( 923 ) ( 3,547 ) ( 3,288 ) Ending balance $ 2,500 $ 1,477 $ 2,500 $ 1,477 Supply Agreements The Company has entered into supply agreements with certain suppliers that require certain minimum annual purchase agreements. As of September 30, 2024, the Company had minimum annual purchase commitments of $ 1.1 m illion due for the remainder of 2024 an d $ 4.9 million due in 2025. In addition, the Company renegotiated a supplier contract resulting in a one-time $ 6.0 million fee, recorded in accrued liabilities and expensed to cost of revenue as of June 30, 2024. The Company paid $ 4.0 million of such renegotiation fee during the three months ended September 30, 2024 and the remaining $ 2.0 million is due in 2025. The renegotiation reduced the Company’s future purchase commitments enabling the company to accelerate the move of inventory production to its Costa Rica facility. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business activities related to, for example, employment matters and patent issues. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. When determining the estimated loss or range of loss, significant judgment is required. In July 2023, the Company entered into a stock and note purchase agreement and agreed to purchase $ 1.0 million in notes and $ 2.0 million in total stock whereby such purchases are contingent upon meeting certain future milestones. As of September 30, 2024, such milestones have not been met. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. Legal Matters The Company is and may from time to time continue to be involved in various legal proceedings to defend its intellectual property, including several pending European patent oppositions at the European Patent Office (EPO) initiated by the Company’s competitors Medtronic and Boston Scientific. In addition, the Company is and may from time to time also be involved in various legal proceedings, such as employment matters, product liability matters, and professional liability matters, which the Company does not deem to be material to its business and condensed consolidated financial statements at this stage. Flathead Partners Litigation/Arbitration On July 15, 2022, the Company filed a lawsuit in the U.S. District Court for the Northern District of California for breach of contract against Flathead Partners, LLC, the Mayo Foundation for Medical Education and Research, and Mayo Clinic Ventures (herein referred to as “Flathead Partners”). The Company’s suit alleged that Flathead Partners breached the 2006 license agreement between the Company and the Mayo Clinic (referred to in the Company’s 10-K filing as the “Mayo License”), when Flathead Partners unilaterally asserted control of pending U.S. Patent Application 16/286,389 (the “’389 Application”), which is subject to the Mayo License. The suit sought to enjoin the Flathead Partners from taking any action at the U.S. Patent Office with respect to the ‘389 Application, and to thereafter engage in an arbitration as called for in the Mayo License. On July 27, 2022, the Flathead Partners agreed to enter into an arbitration to determine which party shall have control of prosecution of the ‘389 Application, and whether there are ongoing royalty obligations under the Mayo License. Therefore, Nevro dismissed the lawsuit in the Northern District of California. The parties then engaged in an arbitration. An arbitration hearing was held during the week of September 11, 2023, and a ruling was issued on April 8, 2024 requiring that Flathead Partners transfer back to the Company the power to control and direct prosecution of the ‘389 Application and its patent family. The April 8, 2024 ruling also concluded that Nevro did not owe Flathead Partners royalties under the Mayo License. More specifically, the Arbitrator found that Flathead Partners had breached the Mayo License, and that the Company had not breached the Mayo License. The arbitrator awarded the Company (i) damages, paid by Flathead Partners in May 2024; (ii) the Company’s attorneys’ fees and costs for the Northern District of California litigation; and (iii) prejudgment interest at a rate of 10 %, with prejudgment interest running from June 1, 2022 paid by Flathead Partners in September 2024. As a result, the Company recorded $ 0.8 million and $ 1.0 million as a credit to sales, general and administrative expense for the three and nine months ended September 30, 2024, respectively. Civil Investigative Demand In December 2022, the Company received a civil investigative demand (CID) pursuant to the federal False Claims Act from the United States Attorney’s Office for the Northern District of California seeking information relating to the Company’s spinal cord stimulation system (SCS System). The CID primarily relates to marketing, promotion and billing practices, not the therapeutic or safety attributes of the Company’s SCS System. The Company maintains rigorous policies and procedures designed to promote compliance with the federal False Claims Act and other regulatory requirements, and is cooperating in this matter and providing the requested information. |