Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 02, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FNA | ||
Entity Registrant Name | Paragon 28, Inc. | ||
Entity Central Index Key | 0001531978 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 76,447,287 | ||
Entity Ex Transition Period | true | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity File Number | 001-40902 | ||
Entity Tax Identification Number | 27-3170186 | ||
Entity Address, Address Line One | 14445 Grasslands Drive | ||
Entity Address, City or Town | Englewood | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80112 | ||
City Area Code | 730 | ||
Local Phone Number | 399-3400 | ||
Title of 12(b) Security | Common Shares, $0.01 par value | ||
Security Exchange Name | NYSE | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2021. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Denver, Colorado |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 109,352 | $ 17,501 |
Trade receivables, less allowance for doubtful accounts of $1,032 and $1,296, respectively | 25,939 | 19,972 |
Inventories, net | 40,241 | 32,226 |
Income taxes receivable | 920 | 1,479 |
Other current assets | 3,078 | 617 |
Total current assets | 179,530 | 71,795 |
Property and equipment, net | 32,181 | 22,363 |
Intangible assets, net | 16,505 | 3,325 |
Goodwill | 6,329 | 0 |
Deferred income taxes | 100 | |
Total assets | 234,545 | 97,583 |
Current liabilities: | ||
Accounts payable | 13,028 | 8,812 |
Accrued expenses | 18,232 | 10,052 |
Other current liabilities | 1,929 | 469 |
Current maturities of long-term debt | 153 | 2,231 |
Income taxes payable | 615 | 504 |
Total current liabilities | 33,957 | 22,068 |
Long-term liabilities: | ||
Long-term debt net, less current maturities | 7,476 | 4,030 |
Other long-term liabilities | 840 | |
Deferred income taxes | 78 | |
Total liabilities | 42,351 | 26,098 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 300,000,000 and 72,187,845 shares authorized; 76,532,336 and 47,567,010 shares issued, and 76,447,390 and 46,738,540 shares outstanding as of December 31, 2021 and December 31, 2020, respectively | 763 | 467 |
Additional paid in capital | 197,868 | 22,107 |
Retained earnings (accumulated deficit) | (463) | 12,418 |
Accumulated other comprehensive income | 8 | 823 |
Treasury stock, at cost; 913,519 and 828,470 shares as of December 31, 2021 and December 31, 2020, respectively | (5,982) | (5,422) |
Total stockholders' equity | 192,194 | 30,393 |
Total liabilities, convertible preferred series equity & stockholders' equity | $ 234,545 | 97,583 |
Series A Convertible Preferred Stock | ||
Temporary Equity [Abstract] | ||
Convertible preferred stock | 4,250 | |
Series B Convertible Preferred Stock | ||
Temporary Equity [Abstract] | ||
Convertible preferred stock | $ 36,842 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 1,032 | $ 1,296 |
Common stock par value | $ 0.01 | $ 0.01 |
Common stock share authorized | 300,000,000 | 72,187,845 |
Common stock share issued | 77,360,806 | 47,567,010 |
Common stock shares, outstanding | 76,447,287 | 46,738,540 |
Treasury stock share issued | 913,519 | 828,470 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Cumulative preferred dividends | $ 0 | $ 0 |
Convertible preferred stock, authorized | 0 | 13,812,500 |
Convertible preferred stock, issued | 0 | 13,812,500 |
Convertible preferred stock, outstanding | 0 | 13,812,500 |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Cumulative preferred dividends | $ 0 | $ 812 |
Convertible preferred stock, authorized | 0 | 6,608,700 |
Convertible preferred stock, issued | 0 | 6,608,700 |
Convertible preferred stock, outstanding | 0 | 6,608,700 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net revenue | $ 147,464 | $ 110,981 | $ 106,280 |
Cost of goods sold | 28,024 | 25,099 | 18,832 |
Gross Profit | 119,440 | 85,882 | 87,448 |
Operating expenses | |||
Research and development costs | 16,128 | 11,171 | 10,297 |
Selling, general, and administrative | 114,087 | 72,641 | 74,435 |
Total operating expenses | 130,215 | 83,812 | 84,732 |
Operating (loss) income | (10,775) | 2,070 | 2,716 |
Other (expense) income | |||
Other (expense) income | (486) | 3,557 | (98) |
Interest expense | (1,719) | (602) | (648) |
Total other (expense) income | (2,205) | 2,955 | (746) |
(Loss) income before income taxes | (12,980) | 5,025 | 1,970 |
Income tax expense (benefit) | 713 | 1,527 | (1,147) |
Net (loss) income | (13,693) | 3,498 | 3,117 |
Less: cumulative dividends on Series B convertible preferred stock | (812) | ||
Net (loss) income attributable to common stockholders | (13,693) | 2,686 | 3,117 |
Foreign currency translation adjustment | (815) | 817 | (38) |
Comprehensive (loss) income | $ (14,508) | $ 3,503 | $ 3,079 |
Weighted average number of common stock outstanding: | |||
Basic | 52,916,711 | 43,510,185 | 42,499,735 |
Diluted | 52,916,711 | 60,406,180 | 61,462,410 |
Net (loss) income per share attributable to common stockholders: | |||
Basic | $ (0.26) | $ 0.06 | $ 0.07 |
Diluted | $ (0.26) | $ 0.04 | $ 0.05 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net (loss) income | $ (13,693) | $ 3,498 | $ 3,117 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 8,961 | 6,384 | 4,202 |
Allowance for doubtful accounts | 1,022 | 636 | 300 |
Provision for excess and obsolete inventories | 2,821 | 7,467 | 1,712 |
Stock-based compensation | 4,948 | 1,808 | 1,754 |
Amortization of debt issuance costs | 576 | 134 | 85 |
Change in fair value of earnout liabilities | 440 | ||
Deferred income taxes | 170 | 1,307 | (1,115) |
Loss on disposal of property and equipment | 237 | 554 | 545 |
Other | 31 | 113 | (26) |
Changes in other assets and liabilities, net of acquisitions: | |||
Accounts receivable | (6,461) | 386 | (5,221) |
Inventories | (11,098) | (14,831) | (3,560) |
Other current assets | (2,468) | 944 | (618) |
Accounts payable | 3,431 | (6,238) | 8,430 |
Accrued expenses and other current liabilities | 7,095 | (815) | 3,098 |
Income tax receivable/payable | 671 | (236) | (405) |
Net cash (used in) provided by operating activities | (3,317) | 1,111 | 12,298 |
Cash flows from investing activities | |||
Purchases of property and equipment | (18,296) | (9,653) | (17,261) |
Proceeds from sale of property and equipment | 799 | 522 | 580 |
Purchases of intangible assets | (2,993) | (1,187) | (773) |
Acquisition of Additive Orthopaedics | (15,000) | ||
Net cash used in investing activities | (35,490) | (10,318) | (17,454) |
Cash flows from financing activities | |||
Proceeds from issuance of note payable - related party | 3,000 | ||
Payments on note payable - related party | (3,000) | ||
Proceeds from revolving credit facility | 780 | ||
Payments on revolving credit facility | (9,821) | ||
Proceeds from issuance of long-term debt | 10,000 | 458 | 8,885 |
Payments on long-term debt | (6,034) | (1,686) | (2,200) |
Payments of debt issuance costs | (3,139) | (53) | (150) |
Proceeds from issuance of common stock | 1,001 | 1,842 | |
Proceeds from IPO, net of issuance costs | 129,384 | ||
Proceeds from issuance of Series B capital stock, net of issuance costs | 36,030 | ||
Payments on treasury stock repurchased | (561) | (1,538) | (3,885) |
Proceeds from exercise of stock options | 445 | 1,780 | 115 |
Net cash provided by financing activities | 131,096 | 24,012 | 6,545 |
Effect of exchange rate changes on cash | (438) | 86 | 29 |
Net increase in cash | 91,851 | 14,891 | 1,418 |
Cash at beginning of period | 17,501 | 2,610 | 1,192 |
Cash at end of period | 109,352 | 17,501 | 2,610 |
Supplemental disclosures of cash flow information: | |||
Cash paid for taxes | 678 | 453 | 97 |
Cash paid for interest | 1,086 | 395 | 550 |
Purchase of property and equipment included in accounts payable | $ 881 | 120 | $ 115 |
Series B convertible preferred stock dividend | $ 812 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SERIES EQUITY & STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Initial Public Offering | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Common StockInitial Public Offering | Additional Paid-in-Capital | Additional Paid-in-CapitalInitial Public Offering | Retained Earnings (Accumulated) Deficit | Accumulated Other Comprehensive Income | Treasury Stock |
Temporary equity, beginning balance, shares at Dec. 31, 2018 | 13,812,500 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 4,250 | ||||||||||
Beginning balance, shares at Dec. 31, 2018 | 42,533,660 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 21,935 | $ 425 | $ 14,851 | $ 6,615 | $ 44 | ||||||
Net income (loss) | 3,117 | 3,117 | |||||||||
Common stock repurchase, shares | (588,710) | ||||||||||
Common stock repurchase | (3,885) | $ (6) | 5 | $ (3,884) | |||||||
Options exercised, shares | 121,750 | ||||||||||
Options exercised | 115 | $ 2 | 113 | ||||||||
Foreign currency translation | (38) | (38) | |||||||||
Stock-based compensation | 1,754 | 1,754 | |||||||||
Temporary equity, ending balance, shares at Dec. 31, 2019 | 13,812,500 | ||||||||||
Temporary equity, ending balance at Dec. 31, 2019 | $ 4,250 | ||||||||||
Ending balance, shares at Dec. 31, 2019 | 42,066,700 | ||||||||||
Ending balance at Dec. 31, 2019 | 22,998 | $ 421 | 16,723 | 9,732 | 6 | (3,884) | |||||
Net income (loss) | 3,498 | 3,498 | |||||||||
Issuance of common stock, shares | 319,015 | ||||||||||
Issuance of common stock | 1,842 | $ 3 | 1,839 | ||||||||
Common stock repurchase, shares | (239,760) | ||||||||||
Common stock repurchase | (1,538) | $ (2) | 2 | (1,538) | |||||||
Issuance of series B convertible preferred stock, net of issuance costs, shares | 6,608,700 | ||||||||||
Issuance of series B convertible preferred stock, net of issuance costs | $ 36,030 | ||||||||||
Series B convertible preferred stock dividend | 812 | $ 812 | (812) | ||||||||
Series B convertible preferred stock dividend, permanent equity | (812) | ||||||||||
Options exercised, shares | 4,592,585 | ||||||||||
Options exercised | 1,780 | $ 45 | 1,735 | ||||||||
Foreign currency translation | 817 | 817 | |||||||||
Stock-based compensation | 1,808 | 1,808 | |||||||||
Temporary equity, ending balance, shares at Dec. 31, 2020 | 13,812,500 | 6,608,700 | |||||||||
Temporary equity, ending balance at Dec. 31, 2020 | $ 4,250 | $ 36,842 | |||||||||
Ending balance, shares at Dec. 31, 2020 | 46,738,540 | ||||||||||
Ending balance at Dec. 31, 2020 | 30,393 | $ 467 | 22,107 | 12,418 | 823 | (5,422) | |||||
Net income (loss) | (13,693) | (13,693) | |||||||||
Issuance of common stock, shares | 151,515 | 8,984,375 | |||||||||
Issuance of common stock | 1,001 | $ 129,384 | $ 1 | $ 90 | 1,000 | $ 129,294 | |||||
Common stock repurchase, shares | (85,049) | ||||||||||
Common stock repurchase | (561) | $ (1) | (560) | ||||||||
Temporary equity, Conversion of Series A and Series B preferred stock to common stock, Shares | (13,812,500) | (6,608,700) | |||||||||
Temporary equity, Conversion of Series A and Series B preferred stock to common stock, Value | $ (4,250) | $ (36,842) | |||||||||
Conversion of Series A and Series B preferred stock to common stock, Shares | 20,421,200 | ||||||||||
Conversion of Series A and Series B preferred stock to common stock, Value | 41,092 | $ 204 | 40,076 | 812 | |||||||
Options exercised, shares | 236,706 | ||||||||||
Options exercised | 445 | $ 2 | 443 | ||||||||
Foreign currency translation | (815) | (815) | |||||||||
Stock-based compensation | 4,948 | 4,948 | |||||||||
Temporary equity, ending balance, shares at Dec. 31, 2021 | 0 | 0 | |||||||||
Ending balance, shares at Dec. 31, 2021 | 76,447,287 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 192,194 | $ 763 | $ 197,868 | $ (463) | $ 8 | $ (5,982) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SERIES EQUITY & STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
IPO | |||
Issuance costs | $ 4,304 | ||
Series B Convertible Preferred Stock | |||
Issuance costs | $ 1,970 | $ 1,970 |
Business and Basis of Presentat
Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | NOTE 1. BUSINESS AND BASIS OF PRESENTATION Business Paragon 28, Inc. (collectively with its subsidiaries, “we”, “us”, “our”, “P28” or the “Company”) develops, distributes, and sells medical devices in the foot and ankle segment of the orthopedic implant marketplace. Our approach to product development is procedurally focused, resulting in a full range of procedure-specific foot and ankle products designed specifically for foot and ankle anatomy. Our products and product families include plates and plating systems, screws, staples, and nails aimed to address all major foot and ankle procedures including ankle, charcot, fracture fixation, hallux valgus, hammertoe, and flatfoot. P28 is a United States (“U.S.”) based company incorporated in the State of Colorado, with headquarters in Englewood, Colorado. Our sales representatives and distributors are located globally with the majority concentrated in the U.S. and Europe. Initial Public Offering In October, 2021, the Company completed its initial public offering (“IPO”), in which it issued and sold 8,984,375 shares of its common stock at the public offering price of $ 16.00 per share, including 1,171,875 shares of its common stock upon the exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds after deducting underwriting discounts and commissions o f $ 133,688 . The Company incurred $ 4,304 of offering expenses that were offset against proceeds for the year ended December 31, 2021. In connection with the IPO, all of the shares of the Company’s outstanding convertible preferred stock automatically converted into an aggregate of 20,421,200 shares of the common stock. Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements include the accounts of Paragon 28, Inc. and its wholly owned subsidiaries Paragon 28 Medical Devices Trading Limited—Ireland, Paragon 28 Medical Devices Trading Limited—South Africa, Paragon Advanced Technologies, Inc., and Paragon 28 Australia PTY LTD. All intercompany balances and transactions have been eliminated in consolidation. The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”). COVID-19 Pandemic During the first quarter ended March 31, 2020, concerns related to the spread of coronavirus (“COVID-19”) began to create global business disruptions as well as disruptions in our operations. COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. Governments at the national, state and local level in the U.S., and globally, implemented aggressive actions to reduce the spread of the virus, with such actions including lockdown and shelter in place orders, limitations on non-essential gatherings of people, suspension of all non-essential travel, and ordering certain businesses and governmental agencies to cease non-essential operations at physical locations. The spread of COVID-19 has caused significant volatility in the U.S. and international markets through the current period. In response to the COVID-19 pandemic, the Paycheck Protection Program (“PPP”) was established by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). Companies who met the eligibility requirements set forth by the PPP could qualify to receive PPP funds, and the amount received would be forgiven by the SBA if the funds were fully utilized to pay qualifying payroll, rent, and utility expenses in accordance with the terms of the CARES Act. The Company received PPP funding of $ 3,747 on April 7, 2020. In June 2021, the SBA forgave the full amount. The Company recognized the funds received as Other income in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2020. We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context with the unknown future impacts of COVID-19 using information that is reasonably available to us at this time. While our current assessment of our estimates did not have a material impact on our Consolidated Financial Statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019, as additional information becomes available to us, our future assessment of our estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our Consolidated Financial Statements in future reporting periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the financial statements in conformity 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 period. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in the Company’s Consolidated Financial Statements. Significant items subject to such estimates and assumptions include the determination of the collectability of trade receivables, inventory obsolescence, impairment of long-lived assets, recoverability of goodwill and intangible assets, contingent earn-out liability, income taxes and stock-based compensation. Foreign Currency Translation The Consolidated Financial Statements are presented in U.S. dollars. The Company’s non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than the U.S. dollar, generally the currency of the country in which such subsidiaries are domiciled. Such subsidiaries’ assets and liabilities are translated into U.S. dollars at year-end exchange rates, while revenue and expenses are translated at average exchange rates during the year based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary’s functional currency to U.S. dollars are reported in Accumulated Other Comprehensive (Loss) Income, net of tax. Business Combination We allocate the purchase consideration to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of the acquisition. The excess of the fair value of the purchase consideration over the fair value of the identifiable assets and liabilities, if any, is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies including the income approach, the cost approach, and the market approach. Significant assumptions used in those methodologies include, but are not limited to, the expected values of the underlying metric, the systematic risk embedded in the underlying metric, the volatility of the underlying metric, the risk-free rate, and the counterparty risk. The use of different valuation methodologies and assumptions is highly subjective and inherently uncertain and, as a result, actual results may differ materially from estimates. Cash Cash consists of highly liquid investments with an original maturity of three months or less. There are no contractual or other restrictions as to the use of cash. Trade Receivables, Less Allowance for Doubtful Accounts Trade receivables due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date and are stated at the amount billed to the customer. Trade receivables also include unbilled receivables due from customers that represent completed surgical cases that are pending customer-issued purchase orders. These unbilled receivables are covered by agreements with customers, the products have typically been used in a surgery, and collection is determined to be probable. The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Activity in the allowance for doubtful accounts consisted of the following: December 31, 2021 2020 Allowance for doubtful accounts, beginning of year $ 1,296 $ 650 Additions charged against revenue or to expense 1,027 1,250 Write-offs ( 1,291 ) ( 604 ) Allowance for doubtful accounts, end of year $ 1,032 $ 1,296 Inventories, Net Inventories are considered finished goods and are purchased from third party contract manufacturers. These inventories consist of implants, hardware, and consumables and are held in our warehouse, with third-party independent sales representatives or distributors, or consigned directly with hospitals. Inventories are stated at the lower of cost (weighted average cost basis) or net realizable value. When sold, inventory is relieved at weighted average cost. We evaluate the carrying value of our inventories in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the product. A significant decrease in demand or development of products could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory. The Company estimates a reserve for obsolete and slow-moving inventory based on current inventory levels, historical sales and future projected demand. Charges for excess and obsolete inventory are included in Cost of goods sold and were $ 2,850 , $ 7,467 and $ 1,712 for the years ended December 31, 2021, 2020, and 2019, respectively. The inventory reserve w as $ 19,374 a nd $ 16,771 as of December 31, 2021 and 2020, respectively. The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our implant systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs related to the patient’s anatomical size. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become obsolete before other components based on the usage patterns. We adjust inventory values, as needed, to reflect these usage patterns and life cycle. Property and Equipment, Net Property and equipment is recorded at cost less accumulated depreciation. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized and included in Property and equipment, net in the Consolidated Balance Sheets. Expenditures for maintenance and repairs are charged to expense as incurred and are included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is included in included in Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Depreciation is provided using the straight-line method based on useful lives of the assets which range from three to fifteen years , which best reflects the pattern of use. The Company depreciates surgical instrumentation, once available for use, over a five-year period and cases, once available for use, over a three-year period. Depreciation for surgical instrumentation used in surgery is included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Leasehold improvements are amortized using the straight-line method over the shorter of the asset’s useful life or the lease term. Property and equipment are assessed for impairment upon triggering events that indicate that the carrying value of an asset group may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows of the asset group expected to be generated from its use and eventual disposition. If the asset group’s carrying value is determined to not be recoverable, the impairment to be recognized is measured by which the carrying amount exceeds the fair value of the asset group. No impairment charges related to property and equipment were recorded in any of the periods presented. Intangibles The costs associated with applying for patents and trademarks are capitalized. Patents are amortized on a straight-line basis over the lesser of the patent’s economic or legal life, which is seventeen years . Costs associated with capitalized patents include third-party attorney fees and other third-party fees as well as costs related to the following: the preparation of patent applications, government filings and registration fees, drawings, computer searches, and translations related to specific patents. Trademarks that are anticipated to be renewed every ten years have an indefinite life and are not amortized but tested for impairment annually. Once it is determined a trademark will no longer be renewed, the trademark is amortized over the remainder of the trademark’s registration period. Customer relationships are amortized over an estimated useful life of three to seven years on a straight-line basis. Other intangibles, which mainly consist of noncompete arrangements, are amortized over an estimated useful life of three years on a straight-line basis. Developed technology is amortized over an estimated useful life of twelve years on a straight-line basis. Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If the asset’s carrying value is determined to not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charges related to amortizable assets were recorded for the years ended December 31, 2021, 2020 and 2019. Indefinite-lived trademark assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company can elect to first apply the optional qualitative impairment assessment to determine whether the indefinite-lived intangible asset is more-likely-than-not impaired. If, on the basis of the qualitative impairment assessment, an entity asserts that it is more likely than not that the indefinite-lived intangible asset is impaired, the Company would be required to calculate the fair value of the asset for an impairment test. Impairment loss is recognized if the carrying amount of the asset exceeds its fair value. A qualitative assessment considers macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, and company specific factors such as trends in revenue generating activities, and merger or acquisition activity. If the Company elects to bypass qualitatively assessing its indefinite-lived intangible assets, or it is not more likely than not that the fair value of the intangible asset exceeds its carrying value, management estimates the fair value of the intangible asset and compares it to the carrying value. The estimated fair value of the intangible asset is established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and cash flows of the intangible asset or assets. The Company elected to perform a qualitative analysis for its indefinite-lived intangible assets as of October 1, 2 0 21, the annual test date. The Company determined, after performing the qualitative analysis that there was no evidence that it is more likely than not that the fair value of its intangible assets was less than the carrying amount. Therefore, it was not necessary to perform a quantitative impairment test. Goodwill Goodwill represents the excess of the purchase price as compared to the fair value of net assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually or when indications of impairment exist. We can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. Impairment exists when the carrying amount, including goodwill, of the reporting unit exceeds its fair value, resulting in an impairment charge for this excess (not t o exceed the carrying amount of the goodwill). The impairment, if determined, is recorded within Operating expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income in the period the determination is made. Our annual impairment testing date is October 1. The Company determined, after performing the qualitative analysis that there was no evidence that it is more likely than not that the fair value of Goodwill was less than the carrying amount. Therefore, it was not necessary to perform a quantitative impairment test. Contingent Earn-out Consideration Business combinations may include contingent earn-out consideration as part of the purchase price under which the Company will make future payments to the seller upon the achievement of certain milestones. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments. Two methodologies may be considered in the valuation: the scenario-based model (“SBM”) and Monte Carlo simulation. The SBM relies on multiple outcomes to estimate the likelihood of future payoff of the contingent consideration. The resulting earnout payoff is then probability-weighted and discounted at an appropriate risk adjusted rate in order to arrive at the present value of the expected earnout payment. The Monte Carlo simulation is used to value the non-linear contingent considerations based on projected financial metrics. Each trial of the Monte Carlo simulation draws a value from the assumed distribution for the underlying metric. The earnout payoff for each simulation trial is calculated based on that particular simulated path for the underlying metrics and then discounted to present value using the risk-free rate, adjusted for counterparty credit risk. The value of the earnout is estimated as the average value from all simulation trials. The fair value estimates use unobservable inputs that reflect our own assumptions as to the ability of the acquired business to meet the targeted benchmarks and discount rates used in the calculations. The unobservable inputs are defined in ASC Topic 820, “Fair Value Measurements and Disclosures,” as Level 3 inputs. We review the probabilities of achievement of the earnout milestones to determine impact on the fair value of the earnout consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contractual limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are recorded in other (expense) income in the Consolidated Statements of Operations and Comprehensive (Loss) Income and are reflected in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in our operating results. Income Taxes The income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. The Company is subject to income taxes in the United States, Ireland, and South Africa. Significant judgments and estimates are required in the determination of the consolidated income tax provision. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on both positive and negative evidence. This evidence includes historic taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions. Accounting Standards Codification (ASC) No. 740 states that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of its technical merits. The Company records unrecognized tax benefits as liabilities in accordance with ASC 740 and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The Company records uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) Topic 740 on the basis of a two-step process in which (1) the Company determines whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. The Company will recognize interest and penalties as a component of income tax expense if incurred. Revenue Recognition We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is generated primarily from the sale of our implants and disposables and, to a much lesser extent, from the sale of our surgical instrumentation. We sell our products through employee sales personnel, and independent sales representatives in the U.S. Outside the U.S. sales are through independent sales representatives and to stocking distributors. We have consignment agreements with certain distributors and hospitals. Our customers are primarily hospitals and surgery centers. Revenue is recorded when our performance obligation is satisfied which is when our customers take title of the product, and typically when the product is used in surgery. We generally have written contracts with our customers which incorporate pricing and our standard terms and conditions. Any discounts we offer are outlined in our customer agreements. As the discounts are known at the time of purchase, no estimates are required at the time of revenue recognition. Shipping and handling costs are recorded as cost of goods sold and amounts billed to customers for shipping and handling costs are recorded in revenue. We record as revenue any amounts billed to customers for shipping and handling costs and record as cost of goods sold the actual shipping costs incurred. We have elected to exclude from the measurement of the transaction price all taxes (e.g., sales, use, value-added) assessed by government authorities and collected from a customer. Therefore, revenue is recognized net of such taxes. We have elected to use the practical expedient allowed under ASC 606 to account for shipping and handling activities that occur after the customer has obtained control of a promised good as fulfillment costs rather than as an additional promised service and, therefore, we do not allocate a portion of the transaction price to a shipping service obligation. Commissions to sales agents for the sales exceeding their quotas are classified as incremental costs of obtaining a contract as such costs would not have been incurred if the contract was not signed. We have elected to use the practical expedient to expense such costs that should be capitalized as the amortization period of the costs would be less than one year . Due to the nature of our products, returns are minimal and an estimate for returns is not material. The timing of revenue recognition may differ from the timing of invoicing to our customers. We have recorded unbilled accounts receivable involving management judgement related to this timing difference of $ 3,637 and $ 3,273 as of December 31, 2021 and December 31, 2020, respectively. Cost of Goods Sold Cost of goods sold consists primarily of products purchased from third-party suppliers, freight, shipping, excess and obsolete inventory charges and royalties. Implants are manufactured to our specifications by third-party suppliers. Most implants are produced in the U.S. Cost of goods sold is recognized for consigned implants at the time the implant is used in surgery and the related revenue is recognized. Prior to their use in surgery, the cost of consigned implants is recorded as Inventories, net in our Consolidated Balance Sheets. Stock-Based Compensation All stock-based awards to employees and nonemployee contractors, including any grants of stock, stock options, restricted stock units (“RSU”), performance stock units ("PSU") and the option to purchase common stock under the Employee Stock Purchase Plan (“ESPP”), are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the ASC Topic 718 (“ASC 718”). Stock-based awards to nonemployees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date. The Company estimates the fair value of each stock-based award containing service and/or performance conditions on the grant date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate and dividend yield. Before the IPO, there was no active external or internal market for our common stock. Thus, it was not possible to estimate the expected volatility of our stock price in estimating fair value of options granted. Accordingly, as a substitute for such volatility, the Company used the historical volatility of the common stock of other companies in the same industry over a period commensurate with the expected term of the options awarded. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The Company uses the simplified method of calculation for estimating expected term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company does not anticipate that dividends will be distributed in the near future. Forfeitures are recorded as they occur, and when they occur compensation expense previously recognized is reversed in the period of the forfeiture. Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. Subsequent to the IPO, the fair value of the Company’s common stock underlying its equity awards is based on the quoted market price of the Company’s common stock on the grant date. Prior to the IPO, because there was no public market for the Company’s common stock, the fair value of the common stock underlying the stock awards has historically been determined at the time of grant of the stock option by considering a number of objective and subjective factors, including sales of common stocks, third-party valuations performed, important developments in the Company’s operations, actual operating results and financial performance, the conditions in the medical device industry and the economy in general, and the stock price performance, volatility of comparable public companies, and an assumption for a discount for lack of marketability, among other factors. Research and Development Research and development expense is comprised of in-house research and development of new products and technologies, clinical studies and trials, regulatory expenses, and employee related compensation and expenses. We maintain a procedurally focused approach to product development and have projects underway to add new products to our existing systems and to add new systems across multiple foot and ankle indications. Rent Expense Rent expense is recognized on a straight-line basis over the term of the lease, with the difference between the cash rent expense and straight-line expense recorded as deferred rent. Rent expense is included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive Income and deferred rent is included in Other current liabilities in the Consolidated Balance Sheets. (Refer to Note 14—Commitments and Contingencies, for discussion of the Company’s commitments under operating leases.) Contingencies A liability is contingent if the amount is not presently known but may become known in the future as a result of the occurrence of some uncertain future event. We accrue a liability for an estimated loss if we determine that the potential loss is probable of occurring and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. We expense legal costs, including those legal costs incurred in connection with a loss contingency, as incurred. Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. There is a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2- In cludes other inputs that are directly or indirectly observable in the marketplace, such as quoted market prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs which are supported by little or no market activity. Financial instruments (principally cash, trade receivables, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. Our debt is carried at cost, which approximates fair value due to the variable interest rate associated with our debt. The Company does not have any assets or liabilities presented in the Level 1 or Level 2 categories as of December 31, 2021 and 2020, and there were no changes in level hierarchies during the years ended December 31, 2021, 2020, and 2019. Accounting Pronouncements Issued Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASU 2016-02 supersedes the previous leases standard, ASC 840, Leases. ASU 2016-02, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2022. The Company is currently evaluating the new guidance, but does not believe it will have a material impact on the Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on the Company's Consolidat |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | NOTE 3. BUSINESS COMBINATION Additive Orthopaedics On May 28, 2021 (“Closing Date”), the Company entered into an Asset Purchase Agreement (“APA”) with Additive Orthopaedics, LLC (“Additive” or “Seller”) and completed an acquisition of substantially all of the operating and intangible assets of Additive, for total cash consideration of $ 15,000 at closing. The APA also provided for potential earn-out consideration to the Seller in connection with the achievement of certain milestones, including both project-based and revenue-based milestones, with various expiration dates through the fourth anniversary of the Closing Date. The earn-out has a maximum payment not to exceed $ 9,500 , in the aggregate. If an individual milestone is not met by the specified milestone expiration date, no earn-out related to that specific milestone is due. The contingent earn-out consideration had an estimated fair value of $ 2,870 as of the Closing Date. Acquisition related costs were approximately $ 822 during the year ended December 31, 2021 and are included in Selling, general, and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. No acquisition related costs were incurred in the years ended December 31, 2020 and 2019. Additive’s 3D-printed Patient Specific Talus Spacer is the only U.S. Food and Drug Administration-approved patient-specific total talus replacement implant authorized in the U.S. for the treatment of avascular necrosis. The acquisition of Additive allowed the Company to further expand into the patient specific implant market. The Company has accounted for the acquisition of Additive under ASC Topic 805, Business Combinations (“ASC 805”). Additive’s results of operations are included in the Consolidated Financial Statements beginning after May 28, 2021, the acquisition date. The following table summarizes the preliminary purchase consideration transferred in connection with the acquisition of Additive and consists of the following: Consideration Paid Cash consideration $ 15,000 Contingent consideration 2,870 Total consideration $ 17,870 The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the Closing Date: Preliminary allocation Measurement Adjusted allocation Assets acquired: Accounts receivable $ 761 $ — $ 761 Inventory 113 — 113 Intangible assets 11,560 — 11,560 Goodwill 7,872 ( 1,543 ) 6,329 Total Assets Acquired $ 20,306 $ ( 1,543 ) $ 18,763 Liabilities assumed: Accounts payable $ 796 $ — $ 796 Accrued expenses 600 ( 503 ) 97 Total Liabilities Assumed $ 1,396 $ ( 503 ) $ 893 Net assets acquired $ 18,910 $ ( 1,040 ) $ 17,870 Due to a change in the estimated accrued expenses as of the date of acquisition, we made a measurement period adjustment of $ 503 during the year ended December 31, 2021. Additionally, based on further evaluation of inputs within the valuation model, we made a measurement period adjustment of $ 1,040 that decreased the contingent consideration fair value recorded as of the date of acquisition. Identified intangible assets consist of noncompete arrangements, customer relationships, and developed technology. The fair value of each were determined with the assistance of an external valuation specialist using a combination of the income, market, and asset approach valuation methodologies, in accordance with ASC 805. The purchase consideration was allocated to the identifiable net assets acquired based on estimated fair values at the date of the acquisition. The purchase consideration and its allocation are preliminary, pending finalization of certain tax matters, and may be adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The excess of the fair value of the purchase consideration over the fair value of the identifiable assets and liabilities, if any, was recorded as goodwill. The goodwill is attributable to the expected synergies with the Company’s existing operations. The entire amount of the purchase price allocated to goodwill will be deductible for income tax purposes pursuant to Internal Revenue Code Section 197 over a 15-year period. The useful life determination was made by management in line with the Company’s policy on assets. Both determinations are outlined in the table below: Fair Value Estimated Useful Life (in years) Noncompete arrangements $ 30 3 Customer relationships 240 3 Developed technology 11,290 12 $ 11,560 There is no supplemental proforma presentation of operating results of the acquisition of Additive due to the immaterial impact on the Company’s Consolidated operations for the years ended December 31, 2021 and 2020. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2021 and 2020 consist of the following: December 31, Estimated Life 2021 2020 Surgical instrumentation 3 - 5 $ 38,820 $ 27,702 Leasehold improvements Various 7,850 7,850 Computer and software 5 4,791 4,356 Machinery and equipment 5 2,396 2,129 Office equipment and furniture 5 - 7 2,040 1,880 Construction in progress Various 3,551 — 59,448 43,917 Less: accumulated depreciation 27,267 21,554 Property and equipment, net $ 32,181 $ 22,363 Depreciation expense is included in Selling, general, and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income and was $ 7,615 , $ 6,232 and $ 4,129 for the years ended December 31, 2021, 2020 and 2019 respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 5. GOODWILL AND INTANGIBLE ASSETS Goodwill As of December 31, 2021 and 2020, goodwill was $ 6,329 and $ 0 , respectively. The Company had no goodwill during 2020. The activity for 2021 is as follows: Balance at December 31, 2020 $ — Additive Acquisition 7,872 Measurement period adjustments ( 1,543 ) Balance at December 31, 2021 $ 6,329 Intangibles Intangible assets as of December 31, 2021 are as follows: Estimated Gross Accumulated Amortization Net Trademarks, indefinite-lived Indefinite $ 413 $ — $ 413 Patents, definite-lived 13.2 5,335 1,133 4,202 Customer relationships 3 - 7 1,167 47 1,120 Developed technology 12 11,290 549 10,741 Other intangibles 3 35 6 29 Total intangible assets, net $ 18,240 $ 1,735 $ 16,505 Intangible assets, excluding the Additive intangible assets, increased $ 2,993 during the year ended December 31, 2021 due to the purchase of new patents, customer relationships and additional legal fees associated with our patents and trademarks. Intangible assets as of December 31, 2020, are as follows: Estimated Gross Accumulated Amortization Net Trademarks, indefinite-lived Indefinite $ 306 $ — $ 306 Patents, definite-lived 13.3 2,504 363 2,141 Acquired intellectual property 17.5 878 — 878 Total intangible assets, net $ 3,688 $ 363 $ 3,325 Amortization expense is included in Selling, general, and administrative expenses and was $ 1,372 , $ 152 and $ 73 for the years ended December 31, 2021, 2020 and 2019, respectively. Expected future amortization expense is as follows: 2022 $ 1,786 2023 1,308 2024 1,256 2025 1,218 2026 1,218 No impairment charges related to intangible assets and goodwill were recorded for the years ended December 31, 2 0 21, 2020 and 2019 . |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | NOTE 6. ACCRUED EXPENSES Accrued expenses consist of the following as of December 31, 2021 and 2020, respectively: December 31, 2021 2020 Accrued commissions $ 5,077 $ 3,682 Accrued compensation 4,512 3,323 Accrued legal fees 464 1,093 Accrued purchases 3,036 484 Accrued earnout payment 1,000 — Other accrued expenses 4,143 1,470 Total accrued expenses $ 18,232 $ 10,052 |
Contingent Earn-Out Considerati
Contingent Earn-Out Consideration | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Contingent Earn-Out Consideration | NOTE 7. CONTINGENT EARN-OUT CONSIDERATION The following table provides a reconciliation of our Level 3 earn-out liabilities for the year ended December 31, 2021: Balance at December 31, 2020 $ — Acquisition date fair value of earn-out liabilities 2,870 Achieved milestone reclassified to accrued expenses ( 1,000 ) Change in fair value of earn-out liabilities 440 Balance at December 31, 2021 $ 2,310 The current portion of contingent earn-out liability is included in Other-current liabilities and the non-current portion is in cluded in Other long-term liabilities on the Consolidated Balance Sheet. As of December 31, 2021, the current portion was $ 1,470 . During the year ended December 31, 2021, we reassessed the estimate of the earn-out liabilities which resulted in a net increase o f $ 440 recorded in Other (expense) income within the Consolidated Statement of Operations and Comprehensive (Loss) Income for the year ended December 31, 2021. In addition we completed our first project milestone as of December 31, 2021 and have included the $ 1,000 liability in Accrued expenses on the Consolidated Balance Sheet. We made no cash payments for contingent earn-out consideration during the year ended December 31, 2021. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8. DEBT Long-term debt as of December 31, 2021 and December 31, 2020 consists of the following: December 31, 2021 2020 Equipment note payable, due July 2021 $ — $ 72 New 2020 Term Loan — 5,814 Bank of Ireland Note Payable 245 427 MidCap Term Loan 10,000 — $ 10,245 $ 6,313 Less: deferred issuance costs ( 2,616 ) ( 52 ) Total debt, net of issuance costs 7,629 6,261 Less: current portion ( 153 ) ( 2,231 ) Long-term debt, net, less current maturities $ 7,476 $ 4,030 MidCap Credit Agreements On May 6, 2021, the Company entered into a new credit agreement with MidCap Financial Trust to provide a total of $ 70,000 including up to a $ 30,000 revolving loan (“MidCap Revolving Loan”) and up to a $ 40,000 term loan (“MidCap Term Loan”), secured by substantially all the Company’s assets (“MidCap Credit Agreements”). The MidCap Term Loan is comprised of two tranches, the first of which provides a commitment amount of $ 10,000 , and the second a commitment of $ 30,000 . The MidCap Term Loan and Midcap Revolving Loan bear a variable interest rate of LIBOR plus 6 % and LIBOR plus 3 %, respectively, and mature on the earlier of May 1, 2026 or a change in control event (the "Termination Date"). The entire principal balances of the MidCap Revolving Loan and MidCap Term Loan are due on the Termination Date. Interest payments are payable monthly, with optional principal prepayments allowed under the MidCap Credit Agreements. The Midcap Loan Agreements require us to maintain minimum net product sales and minimum consolidated EBITDA, (each term as defined in the Midcap Loan Agreements), for the preceding twelve month period. As of December 31, 2021, we were in compliance with all financial covenants under the Midcap Loan Agreements. Total debt issuance costs associated with the MidCap Credit Agreements wa s $ 3,139 . Amortization expense associated with such debt issuance costs totaled $ 576 for the year ended December 31, 2021, and is included in Interest expense on the Consolidated Statements of Operations and Comprehensive (Loss) Income. Vectra Bank Colorado Loan Agreements On March 27, 2020 , the Company entered into an Amended and Restated Loan Agreement (the “New Loan Agreement”) with Vectra Bank Colorado. The New Loan Agreement refinanced the Company's existing Term Loan and existing Buyout Loan into a single term loan in the aggregate principal amount of $ 6,802 (the “New 2020 Term Loan”) and increased the maximum principal amount of the existing Revolving Loan to $ 15,000 (the “New 2020 Revolving Loan”). The maturity date for both loans was September 30, 2020 and was subsequently extended to October 5, 2023 . The New Loan Agreement is secured by substantially all the Company’s assets. The New Loan Agreement contains financial and other customary covenants and bears an interest rate of 3 %. The Company repaid the New 2020 Loans in 2021 in connection with entering into the Midcap Term Loan Agreement. Bank of Ireland Note Payable On June 12, 2020, the Company entered a term loan with Bank of Ireland in a principal amount of $ 474 (the “Bank of Ireland Note Payable”). The Bank of Ireland Note Payable bears an annual interest rate of 4 % and is due in equal monthly installments over a 36-month period, including interest. The Bank of Ireland Note Payable contains financial and other customary covenants. Debt Maturities Schedule The required principle payments for the Bank of Ireland Note Payable and the Midcap Term Loan following the Consolidated Balance Sheet dates are as follows: 2022 $ 153 2023 92 2024 — 2025 — 2026 10,000 Total $ 10,245 |
Convertible Preferred Series Eq
Convertible Preferred Series Equity and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Series Equity And Stockholders' Equity | NOTE 9. CONVERTIBLE PREFERRED SERIES EQUITY AND STOCKHOLDERS’ EQUITY On October 8, 2021, the Company filed a certificate of amendment with the Secretary of State of the State of Delaware, pursuant to which, the Company effected a 5 -for-1 forward stock split of the Company’s authorized, issued and outstanding common stock, the Company’s authorized, issued and outstanding Series A convertible preferred stock, and the Company’s authorized, issued and outstanding Series B convertible preferred stock (the “Stock Split”). All share amounts and per share data presented in the accompanying Consolidated Financial Statements have been retrospectively adjusted to reflect the forward stock split for all periods presented. Under its Amended and Restated Articles of Incorporation and the Board resolution adopted October 6, 2021, the Company has a total of 310,000,000 shares of capital stock authorized for issuance, consisting of 300,000,000 shares of common stock, par value of $ 0.01 per share, and 10,000,000 new shares of convertible preferred stock, par value of $ 0.0001 per share. Common Stock In January 2021, the Company issued an aggregate of 151,515 shares of its common stock at a price of $ 6.60 , resulting in total proceeds of approximately $ 1,001 . In October, 2021, the Company completed its initial public offering (“IPO”), in which it issued and sold 8,984,375 shares of its common stock at the public offering price of $ 16.00 per share, including 1,171,875 shares of its common stock upon the exercise of the underwriters’ option to purchase additional shares. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by the stockholders, and a majority vote is required for all actions taken by stockholders. Common stock has no preemptive rights, no cumulative voting rights and no redemption or conversion provisions. Holders of common stock are entitled to receive dividends when and if, declared by the Board of Directors. Series A Convertible Preferred Stock In December 2011, the Company issued an aggregate of 3,250,005 shares of its Series A convertible preferred stock at a price of $ 0.30769 per share, resulting in total proceeds of approximately $ 1,000 . In February and November 2012, the Company issued an aggregate of 10,562,495 shares of its Series A convertible preferred stock at a price of $ 0.30769 per share, resulting in total proceeds of approximately $ 3,250 . In October 2021, in connection with the IPO, all of the shares of the Company’s outstanding Series A convertible preferred stock automatically converted into an aggregate of 13,812,500 shares of the common stock. As of December 31, 2020, the Company’s Series A convertible preferred stock were classified as temporary equity in the accompanying Consolidated Balance Sheets given that a majority of the Company’s board of directors seats were held by convertible preferred stockholders and they could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. Series B Convertible Preferred Stock In July 2020, the Company issued an aggregate of 6,608,700 shares of its Series B convertible preferred stock at a price of $ 5.75 per share, resulting in total net proceeds of approximately $ 36,030 , net of issuance costs of $ 1,970 . In connection with the IPO, all of the shares of the Company’s outstanding Series B convertible preferred stock automatically converted into an aggregate of 6,608,700 shares of the common stock. Pursuant to the terms of the Series B convertible preferred stock offering, the $ 2,328 of cash dividends accrued as of October 19, 2021 were cancelled upon conversion of the Series B preferred stock into common stock. As of December 31, 2020, the Company’s Series B convertible preferred stock were classified as temporary equity in the accompanying balance sheets given that a majority of the Company’s Board of Directors seats are held by convertible preferred stockholders and they could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. Treasury Stock The Company purchased a total of 85,049 , 239,760 and 588,710 shares of its common stock during the years ended December 31, 2021, 2020 and 2019, respectively, for $ 561 , $ 1,538 and $ 3,885 , respectively. Share purchased during the years ended December 31, 2021, 2020 and 2019 were made at an average of $ 6.60 , $ 6.54 and $ 6.60 per share, respectively. All repurchased shares were recorded in Treasury stock at cost. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | NOTE 10. (LOSS) EARNINGS PER SHARE Basic net (loss) income per share is computed by dividing net (loss) income attributable to common stockholders (the numerator) by the weighted average number of common stock outstanding for the period (the denominator). Diluted net (loss) income per common stock attributable to common stockholders is computed by dividing net income by the weighted average number of common stocks outstanding during the period adjusted for the dilutive effects of common stock equivalents using the treasury stock method or the if-converted method based on the nature of such securities. In periods when losses from continuing operations are reported, the weighted-average number of common stock outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The computation of net (loss) income per share for the years ended December 31, 2021, 2020 and 2019, respectively was as follows: December 31, (in thousands, except per share data) 2021 2020 2019 Net (loss) income attributable to common stockholders Net (loss) income attributable to Paragon 28, Inc. $ ( 13,693 ) $ 3,498 $ 3,117 Less: Dividends on Series B convertible preferred stock — ( 812 ) — Net (loss) income attributable to common stockholders $ ( 13,693 ) $ 2,686 $ 3,117 Weighted-average common stock outstanding: Basic 52,916,711 43,510,185 42,499,735 Dilutive impact of Series A convertible preferred stock - 13,812,500 13,812,500 Dilutive impact of stock awards outstanding - 3,083,495 5,150,175 Diluted 52,916,711 60,406,180 61,462,410 (Loss) earnings per share: Basic $ ( 0.26 ) $ 0.06 $ 0.07 Diluted $ ( 0.26 ) $ 0.04 $ 0.05 The following outstanding potentially dilutive securities were excluded from the calculation of diluted net (loss) earnings per share attributable to common stockholders because their impact would have been antidilutive for the period presented: December 31, 2021 2020 2019 Stock options 7,953,018 — — Restricted stock units 79,886 — — Series B convertible preferred stock — 6,608,700 — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 11. STOCK-BASED COMPENSATION 2011 Omnibus Stock Option and Award Plan The Company approved and adopted the March 11, 2011 Omnibus stock option and award plan (“2011 Plan”), which permits the grant of stock awards to its employees for up to 15,800,000 shares of common stock. Following the Effective Date of 2021 Incentive Award Plan, no additional awards were granted under the 2011 Plan. However, the 2011 Plan will continue to govern outstanding equity awards granted thereunder. 2021 Incentive Award Plan The 2021 Incentive Award Plan (“2021 Plan”) was adopted by the Company’s Board of Directors on October 8, 2021. The 2021 Plan was adopted by the Company’s stockholders on October 19, 2021 and became effective on the date prior to the first date of the effectiveness of the registration statement on Form S-1 filed by the Company. The 2021 Plan authorizes the Company to issue an initial aggregate maximum number of shares of common stock equal to (i) 7,641,979 shares plus (ii) a number of shares that are available for issuance under the 2011 Plan plus (iii) any shares that are subject to 2011 Plan that become available for issuance (via expiration, forfeitures, etc.) plus (iv) an increase commencing on January 1, 2022 and continuing annually on the anniversary thereof through January 1, 2031, equal to the lesser of (a) 5 % of the shares of all classes of the Company’s common stock outstanding on the last day of the immediately preceding calendar year or (b) such smaller number of shares as determined by the Company’s Board or the committee. As of December 31, 2021, the Company had reserved 6,983,649 common stocks for future grant. Employee Stock Purchase Plan The Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s Board of Directors on October 8, 2021. The 2021 Plan was adopted by the Company’s stockholders on October 19, 2021 and became effective on the date prior to the first date of the effectiveness of the registration statement on Form S-1 filed by the Company. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 1,329,040 shares of the Company’s common stock. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by the lesser of 1 % of all classes of the Company’s common stock outstanding on the immediately preceding December 31, or such smaller number of shares as determined by the Company’s Board or the committee. As of December 31, 2021, no shares have been issued under the ESPP and as such, 1,329,040 shares remained available for issuance. Stock Options Option awards under the 2011 and 2021 Plans are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options generally vest based on one to four years of continuous service and have ten-year contractual terms. There were 3,467,069 , 1,723,750 and 676,500 options granted during the years ended December 31, 2021, 2020 and 2019. The time-based stock options vest in equal installments each year from one to four years . The performance-based options are eligible to vest in equal installments each year subject to the individual meeting certain sales targets. The Company received cash in the amount of $ 445 , $ 1,780 and $ 115 from the exercise of stock options for the years ended December 31, 2021, 2020 and 2019, respectively. The tax benefit from equity options exercised w ere $ 93 , $ 409 and $ 26 for the years ended December 31, 2021, 2020 and 2019, respectively. During 2019, the Company granted certain employees and contractors of the Company an aggregate of 676,500 time-based options at a weighted average strike price of $ 6.26 . During 2020, the Company granted certain employees and contractors of the Company an aggregate of 1,723,750 options at a weighted average strike price of $ 6.38 . Of the options granted, there were time-based options and performance-based options, which vest upon achievement of the sales performance milestone. During 2021, the Company granted certain employees, directors and contractors of the Company an aggregate of 3,467,069 options at a weighted average strike price of $ 14.63 . All options granted in 2021 were time-based options. The following summarizes the Company’s stock option plan and the activity under the 2011 and 2021 Plans for the year ended December 31, 2021: Shares Weighted- Weighted- Outstanding December 31, 2020 4,759,530 $ 4.55 7.84 Granted 3,467,069 14.63 Exercised ( 236,706 ) 1.88 Forfeited or expired ( 36,875 ) 5.89 Outstanding December 31, 2021 7,953,018 $ 9.02 8.16 Exercisable December 31, 2021 3,497,825 $ 4.22 6.48 Vested and expected to vest at 7,953,018 $ 9.02 8.16 The aggregate intrinsic value of options outstanding at December 31, 2021 is $ 68,980 . The aggregate intrinsic value of vested and exercisable options at December 31, 2021 is $ 47,105 . The aggregate intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 is $ 3,743 , $ 1,816 and $ 8 , respectively. The weighted average fair value of options granted in 2021, 2020 and 2019 was $ 7.57 , $ 3.24 and $ 2.93 , respectively, on the dates of grant. As of December 31, 2021, there was approximately $ 27,018 total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 3.13 years. Below are the assumptions used for the years ended December 31, 2021, 2020 and 2019 in determining the fair value of each option award: Year Ended December 31, 2021 2020 2019 Expected volatility 52 % - 55 % 51 % - 56 % 46 - 49 % Expected dividends — — — Expected term (in years) 5.75 - 6.25 5.75 - 6.0 5.75 Risk-free rate 0.47 % - 1.20 % 0.35 % - 1.66 % 1.73 - 2.53 % Restricted Stock Units RSUs granted under the 2021 Plan have a ten-year contractual term and typically vest over a three-year period, contingent upon continued service with the Company. During 2021, the Company granted certain Board of Directors of the Company an aggregate of 79,886 RSUs. None were granted in 2020 and 2019. All RSUs granted in 2021 were time-based awards. RSU activity under the 2021 Plan is as follows for the year ended December 31, 2021: Equity Option Awards Weighted- Nonvested as of December 31, 2020 — $ — Granted 79,886 18.84 Vested — — Forfeited — — Nonvested as of December 31, 2021 79,886 $ 18.84 The grant date fair value for RSU is the market price of the common stock on the date of grant. The total fair value of RSUs vested during 2021, 2020 and 2019 was $ 0 for all years. As of December 31, 2021, there was approximately $ 1,420 total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted average period of 2.84 years. Stock-Based Compensation Expense Stock-based compensation expenses are recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $ 4,863 , $ 1,808 , and $ 1,754 respectively, of compensation expense related to stock options. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $ 85 , $ 0 and $ 0 , respectively, of compensation expense related to RSUs. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | NOTE 12. EMPLOYEE BENEFIT PLAN The Company sponsors a defined contribution plan for eligible employees who are 21 years of age with three months of service can voluntarily contribute up to 100 % of their eligible compensation. The Company has elected a Safe Harbor plan in which the Company must contribute 3 % of eligible compensation. In addition, the Company may make discretionary contributions which are determined and authorized by the Board of Directors each plan year. The Company made matching contributions to its employee benefit p lan of $ 2,782 , $ 2,027 and $ 1,688 for the years ended December 31, 2021, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13. INCOME TAXES Total provision (benefit) for income taxes for the years ended December 31, 2021, 2020, and 2019: December 31, 2021 2020 2019 (Loss) income before taxes Domestic $ ( 17,030 ) $ 5,320 $ 370 Foreign 4,050 ( 295 ) 1,600 Total (loss) income before taxes ( 12,980 ) 5,025 1,970 Current tax expense (benefit): Federal ( 165 ) ( 94 ) ( 604 ) State ( 36 ) 205 289 Foreign 744 109 283 Total current tax expense (benefit) 543 220 ( 32 ) Deferred tax expense (benefit): Federal ( 3,506 ) ( 4,559 ) ( 1,010 ) State ( 464 ) ( 343 ) ( 105 ) Foreign 170 ( 91 ) — Change in valuation allowance 3,970 6,300 — Total deferred tax expense ( benefit) 170 1,307 ( 1,115 ) Total tax expense (benefit): Federal ( 3,671 ) ( 4,653 ) ( 1,614 ) State ( 500 ) ( 138 ) 184 Foreign 914 18 283 Change in valuation allowance 3,970 6,300 — Total income tax expense (benefit) $ 713 $ 1,527 $ ( 1,147 ) We account for income taxes under the asset and liability method, which required the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of differences between the financial statement and tax bases of the assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. We file income tax returns in the U.S. federal jurisdiction, various state jurisdictions and applicable foreign jurisdictions. We are no longer subject to U.S. federal or state tax examinations for the years prior to 2011. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes as of December 31, 2021 and 2020 were: December 31, 2021 2020 Deferred tax assets: Receivable allowances $ 213 $ 264 Accrued expenses 339 358 S263A capitalizable costs 218 127 Inventory reserves 3,957 3,329 Research and development credits 3,249 2,315 Net operating losses 5,740 3,412 Transaction costs — 163 Interest expense 387 — Stock-based Compensation 2,208 1,157 Other 530 414 Total deferred tax assets 16,841 11,539 Valuation allowance ( 10,270 ) ( 6,300 ) Net deferred tax assets 6,571 5,239 Deferred tax liabilities: Property and Equipment ( 5,975 ) ( 4,320 ) Section 481 adjustment ( 178 ) ( 361 ) Patents and trademarks ( 496 ) ( 458 ) Total deferred tax liabilities ( 6,649 ) ( 5,139 ) Total net deferred tax (liability) asset $ ( 78 ) $ 100 A valuation allowance is established when it is “more likely than not” that all, or a portion, of net deferred tax assets will not be realized. As a result, the Company has concluded based on all available evidence and determined that valuation allowances of $ 10,270 and $ 6,300 should be provided for certain deferred tax assets at December 31, 2021, and 2020, respectively. As of December 31, 2021 and 2020 we had federal net operating loss carryforwards of $ 25,119 and $ 14,813 respectively which have an indefinite carryforward period and $ 27,820 of combined state net operating loss carryforwards in various states that will begin to expire in 2037 . A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2021 2020 Gross unrecognized tax benefits - beginning of period $ 627 $ 731 Increases related to current year tax positions 102 — Increases related to prior year tax positions 712 10 Decreases related to prior year tax positions ( 104 ) ( 114 ) Decreases related to settlements of prior year tax positions — — Gross unrecognized tax benefits - end of period $ 1,337 $ 627 The unrecognized tax benefits of $ 1,227 , if recognized, will impact the Company’s effective tax rate. In accordance with our accounting policy, we recognize accrued interest and penalties relate to unrecognized tax benefits as a component of tax expense. As of December 31, 2020, we have no t recorded any interest or penalties associated with unrecognized tax benefits. We expect the total amount of tax contingencies will not decrease in 2021 based on statute of limitation expiration. A reconciliation of the provision for income taxes at the federal statutory rate compared to the effective tax rate for the years ended December 31, 2021, 2020 and 2019 is: 2021 2020 2019 Statutory U.S. federal tax rate $ ( 2,726 ) $ 1,055 $ 414 State taxes net of federal benefit ( 492 ) 99 32 Non-U.S. earnings taxed at rates different than the U.S. statutory rate ( 150 ) 80 ( 53 ) Foreign source earnings, net of associated foreign tax credits 601 306 328 Benefit of tax credits ( 1,569 ) ( 670 ) ( 715 ) Stock based compensation ( 212 ) ( 4,913 ) ( 1,074 ) PPP loan forgiveness — ( 861 ) — Change in valuation allowance 3,970 6,300 — Impact of NOL carryback — — ( 174 ) Change in unrecognized tax benefits 710 10 731 State tax true-ups — — ( 618 ) Other 581 121 ( 18 ) Total provision (benefit) for income taxes $ 713 $ 1,527 $ ( 1,147 ) As of December 31, 2021, our foreign operations held cash totaling $ 2,593 . We have not provided for a U.S. deferred tax liability or foreign withholding tax on the undistributed earnings from our non-U.S. subsidiaries that are considered to be indefinitely reinvested. If such earnings were to be distributed, any U.S. deferred tax liability or foreign withholding tax would not be significant. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14. COMMITMENTS AND CONTIGENCIES Leases The Company leases office space, machinery and equipment under long-term lease agreements expiring through 2029 . Future minimum lease payments are as follows: 2022 $ 1,161 2023 1,178 2024 1,196 2025 1,062 2026 1,091 Thereafter 2,371 Total minimum lease payments $ 8,059 Rent expense under operating leases totaled $ 1,369 , $ 1,316 and $ 1,689 for the years ended December 31, 2021, 2020 and 2019, respectively, and is included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Legal Proceedings We are involved in various lawsuits, claims, inquiries, and other regulatory and compliance matters, most of which are routine to the nature of our business. When it is probable that a loss will be incurred and where a range of the loss can be reasonably estimated, the best estimate within the range is accrued. When the best estimate within the range cannot be determined, the low end of the range is accrued. The ultimate resolution of these claims could affect future results of operations should our exposure be materially different from our estimates or should liabilities be incurred that were not previously accrued. Potential insurance reimbursements are not offset against potential liabilities. During 2018 Wright Medical Technology, Inc. (“Wright Medical”) sued the Company, claiming patent infringement targeting essentially all of our patents. The case was subsequently updated to include trade secret misappropriations. We have filed motions to dismiss all allegations. We currently believe that we have substantial and meritorious defenses to Wright Medical’s claims and intend to vigorously defend our position, including through the trial and appellate stages if necessary. As the case is ongoing, we are unable to determine the likelihood of an outcome or estimate a range of reasonably possible settlement, if any. Accordingly, we have not made an accrual for any possible loss. The outcome of any litigation, however, is inherently uncertain, and an adverse judgment or settlement in the Wright Medical proceeding, if any, could materially and adversely affect our business, financial position and results of operation s or cash flows. In addition to Wright Medical’s claims set forth above, we received in December 2021 an additional complaint from Wright Medical covering patents different than the Wright Asserted Patents. While the proceedings in connection with such complaint are in early stages, we do not at this time believe they represent a material liability to our company. We have incurred, and expect that we will continue to incur, significant expense in defending against the allegations made by Wright Medical. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15. RELATED PARTY TRANSACTIONS The Company has a license agreement dated July 1, 2017 for certain intellectual property with an entity that is affiliated with one of the directors of the Company, under which the Company pays a royalty of four percent ( 4 %) of net revenue related to the licensed intellectual property for the 15 years following the date of first sale, including a m inimum annual payment of $ 250 . The term of the agreement is 20 years , and automatically renews for five-year periods thereafter. Payments to the entity under this license agreement totaled $ 87 , $ 111 and $ 126 for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts payable to this entity as of December 31, 2021 and 2020 were $ 163 and $ 175 , respectively. The Company purchased property and equipment of $ 1,876 , $ 1,703 and $ 997 for the years ended December 31, 2021, 2020 and 2019, respectively, from a related party tray manufacturing company. Amounts payable as of December 31, 2021 and 2020 to this related party were $ 209 and $ 102 , respectively. The Company paid professional services fees to a related party totaling $ 542 , $ 520 and $ 446 for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Amounts payable as of December 31, 2021 and 2020 to this related party were $ 66 and $ 125 , respectively. On August 27, 2017, the Company entered into a standard supplier quality agreement with a related party, owned by a non-officer employee of the Company, for purchases of screws and surgical instrumentation. Payments to the related party under the agreement totaled $ 874 , $ 715 and $ 472 for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in Costs of goods sold in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Amounts payable to the related party as of December 31, 2021 and 2020 were $ 226 and $ 119 , respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | NOTE 16. SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is our Chief Executive Officer, in deciding how to allocate resources and in assessing performance. We manage our business globally within one operating segment in accordance with ASC Topic 280, Segment Reporting (“ASC 280”). Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. Product sales attributed to a country or region includes product sales to hospitals, physicians and distributors. No individual customer accounted for more than 10% of total product sales for any of the periods presented. No customer accounted for more than 10% of consolidated accounts receivable as of December 31, 2021 or 2020. The following table represents total net revenue by geographic area, based on the location of the customer for the years ended December 31, 2021, 2020 and 2019, respectively. Years Ended December 31, 2021 2020 2019 United States $ 130,112 $ 100,547 $ 95,323 International 17,352 10,434 10,957 Total net revenue $ 147,464 $ 110,981 $ 106,280 No individual country with net revenue originating outside of the United States accounted for more than 10% of consolidated net revenue for the years ended December 31, 2021, 2020 and 2019. The following table represents total non-current assets, excluding deferred taxes, by geographic area for the years ended December 31, 2021 and 2020, respectively. December 31, 2021 December 31, 2020 United States $ 51,809 $ 23,269 International 3,206 2,419 Total assets $ 55,015 $ 25,688 No individual country with total non-current assets outside of the United States accounted for more than 10% of consolidated total assets as of December 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17. SUBSEQUENT EVENTS On January 10, 2022, the Company entered into an Securities Purchase Agreement (“SPA”) with Disior LTD. (“Disior”) and completed an acquisition of substantially all of the operating and intangible assets of Disior, for total cash consideration of $ 18,000 at closing. The SPA also provided for potential earn-out consideration to the Seller in connection with the achievement of certain project milestones with various expiration dates through the second anniversary of the Closing Date. The earn-out has a maximum payment not to exceed $ 8,000 , in the aggregate. If an individual milestone is not met by the specified milestone expiration date, the earn-out related to that specific milestone will not be paid. The acquisition was primarily funded by a $ 20,000 draw on the Company's term loan. The initial accounting for this acquisition was not complete at the time the financial statements were issued due to the timing of the acquisition. As a result, disclosures required for business combinations are not possible at this time. On January 4, 2022 the Company closed on the purchase of its Headquarters located at 14445 Grasslands Drive, Englewood, CO for a purchase price of $ 18,300 . Prior to the closing, the Company had leased the building from AMBAR Grasslands LLC (the “Seller”). The Company intends to finance a portion of the price paid for the Headquarters at a later date, subject to market conditions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements include the accounts of Paragon 28, Inc. and its wholly owned subsidiaries Paragon 28 Medical Devices Trading Limited—Ireland, Paragon 28 Medical Devices Trading Limited—South Africa, Paragon Advanced Technologies, Inc., and Paragon 28 Australia PTY LTD. All intercompany balances and transactions have been eliminated in consolidation. The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”). |
COVID-19 Pandemic | COVID-19 Pandemic During the first quarter ended March 31, 2020, concerns related to the spread of coronavirus (“COVID-19”) began to create global business disruptions as well as disruptions in our operations. COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. Governments at the national, state and local level in the U.S., and globally, implemented aggressive actions to reduce the spread of the virus, with such actions including lockdown and shelter in place orders, limitations on non-essential gatherings of people, suspension of all non-essential travel, and ordering certain businesses and governmental agencies to cease non-essential operations at physical locations. The spread of COVID-19 has caused significant volatility in the U.S. and international markets through the current period. In response to the COVID-19 pandemic, the Paycheck Protection Program (“PPP”) was established by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). Companies who met the eligibility requirements set forth by the PPP could qualify to receive PPP funds, and the amount received would be forgiven by the SBA if the funds were fully utilized to pay qualifying payroll, rent, and utility expenses in accordance with the terms of the CARES Act. The Company received PPP funding of $ 3,747 on April 7, 2020. In June 2021, the SBA forgave the full amount. The Company recognized the funds received as Other income in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2020. We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context with the unknown future impacts of COVID-19 using information that is reasonably available to us at this time. While our current assessment of our estimates did not have a material impact on our Consolidated Financial Statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019, as additional information becomes available to us, our future assessment of our estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our Consolidated Financial Statements in future reporting periods. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity 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 period. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in the Company’s Consolidated Financial Statements. Significant items subject to such estimates and assumptions include the determination of the collectability of trade receivables, inventory obsolescence, impairment of long-lived assets, recoverability of goodwill and intangible assets, contingent earn-out liability, income taxes and stock-based compensation. |
Foreign Currency Translation | Foreign Currency Translation The Consolidated Financial Statements are presented in U.S. dollars. The Company’s non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than the U.S. dollar, generally the currency of the country in which such subsidiaries are domiciled. Such subsidiaries’ assets and liabilities are translated into U.S. dollars at year-end exchange rates, while revenue and expenses are translated at average exchange rates during the year based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary’s functional currency to U.S. dollars are reported in Accumulated Other Comprehensive (Loss) Income, net of tax. |
Business Combination | Business Combination We allocate the purchase consideration to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of the acquisition. The excess of the fair value of the purchase consideration over the fair value of the identifiable assets and liabilities, if any, is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies including the income approach, the cost approach, and the market approach. Significant assumptions used in those methodologies include, but are not limited to, the expected values of the underlying metric, the systematic risk embedded in the underlying metric, the volatility of the underlying metric, the risk-free rate, and the counterparty risk. The use of different valuation methodologies and assumptions is highly subjective and inherently uncertain and, as a result, actual results may differ materially from estimates. |
Cash | Cash Cash consists of highly liquid investments with an original maturity of three months or less. There are no contractual or other restrictions as to the use of cash. |
Trade Receivables, Less Allowance for Doubtful Accounts | Trade Receivables, Less Allowance for Doubtful Accounts Trade receivables due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date and are stated at the amount billed to the customer. Trade receivables also include unbilled receivables due from customers that represent completed surgical cases that are pending customer-issued purchase orders. These unbilled receivables are covered by agreements with customers, the products have typically been used in a surgery, and collection is determined to be probable. The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Activity in the allowance for doubtful accounts consisted of the following: December 31, 2021 2020 Allowance for doubtful accounts, beginning of year $ 1,296 $ 650 Additions charged against revenue or to expense 1,027 1,250 Write-offs ( 1,291 ) ( 604 ) Allowance for doubtful accounts, end of year $ 1,032 $ 1,296 |
Inventories, Net | Inventories, Net Inventories are considered finished goods and are purchased from third party contract manufacturers. These inventories consist of implants, hardware, and consumables and are held in our warehouse, with third-party independent sales representatives or distributors, or consigned directly with hospitals. Inventories are stated at the lower of cost (weighted average cost basis) or net realizable value. When sold, inventory is relieved at weighted average cost. We evaluate the carrying value of our inventories in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the product. A significant decrease in demand or development of products could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory. The Company estimates a reserve for obsolete and slow-moving inventory based on current inventory levels, historical sales and future projected demand. Charges for excess and obsolete inventory are included in Cost of goods sold and were $ 2,850 , $ 7,467 and $ 1,712 for the years ended December 31, 2021, 2020, and 2019, respectively. The inventory reserve w as $ 19,374 a nd $ 16,771 as of December 31, 2021 and 2020, respectively. The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our implant systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs related to the patient’s anatomical size. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become obsolete before other components based on the usage patterns. We adjust inventory values, as needed, to reflect these usage patterns and life cycle. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is recorded at cost less accumulated depreciation. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized and included in Property and equipment, net in the Consolidated Balance Sheets. Expenditures for maintenance and repairs are charged to expense as incurred and are included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is included in included in Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Depreciation is provided using the straight-line method based on useful lives of the assets which range from three to fifteen years , which best reflects the pattern of use. The Company depreciates surgical instrumentation, once available for use, over a five-year period and cases, once available for use, over a three-year period. Depreciation for surgical instrumentation used in surgery is included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Leasehold improvements are amortized using the straight-line method over the shorter of the asset’s useful life or the lease term. Property and equipment are assessed for impairment upon triggering events that indicate that the carrying value of an asset group may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows of the asset group expected to be generated from its use and eventual disposition. If the asset group’s carrying value is determined to not be recoverable, the impairment to be recognized is measured by which the carrying amount exceeds the fair value of the asset group. No impairment charges related to property and equipment were recorded in any of the periods presented. |
Intangibles | Intangibles The costs associated with applying for patents and trademarks are capitalized. Patents are amortized on a straight-line basis over the lesser of the patent’s economic or legal life, which is seventeen years . Costs associated with capitalized patents include third-party attorney fees and other third-party fees as well as costs related to the following: the preparation of patent applications, government filings and registration fees, drawings, computer searches, and translations related to specific patents. Trademarks that are anticipated to be renewed every ten years have an indefinite life and are not amortized but tested for impairment annually. Once it is determined a trademark will no longer be renewed, the trademark is amortized over the remainder of the trademark’s registration period. Customer relationships are amortized over an estimated useful life of three to seven years on a straight-line basis. Other intangibles, which mainly consist of noncompete arrangements, are amortized over an estimated useful life of three years on a straight-line basis. Developed technology is amortized over an estimated useful life of twelve years on a straight-line basis. Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If the asset’s carrying value is determined to not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charges related to amortizable assets were recorded for the years ended December 31, 2021, 2020 and 2019. Indefinite-lived trademark assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company can elect to first apply the optional qualitative impairment assessment to determine whether the indefinite-lived intangible asset is more-likely-than-not impaired. If, on the basis of the qualitative impairment assessment, an entity asserts that it is more likely than not that the indefinite-lived intangible asset is impaired, the Company would be required to calculate the fair value of the asset for an impairment test. Impairment loss is recognized if the carrying amount of the asset exceeds its fair value. A qualitative assessment considers macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, and company specific factors such as trends in revenue generating activities, and merger or acquisition activity. If the Company elects to bypass qualitatively assessing its indefinite-lived intangible assets, or it is not more likely than not that the fair value of the intangible asset exceeds its carrying value, management estimates the fair value of the intangible asset and compares it to the carrying value. The estimated fair value of the intangible asset is established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and cash flows of the intangible asset or assets. The Company elected to perform a qualitative analysis for its indefinite-lived intangible assets as of October 1, 2 0 21, the annual test date. The Company determined, after performing the qualitative analysis that there was no evidence that it is more likely than not that the fair value of its intangible assets was less than the carrying amount. Therefore, it was not necessary to perform a quantitative impairment test. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price as compared to the fair value of net assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually or when indications of impairment exist. We can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. Impairment exists when the carrying amount, including goodwill, of the reporting unit exceeds its fair value, resulting in an impairment charge for this excess (not t o exceed the carrying amount of the goodwill). The impairment, if determined, is recorded within Operating expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income in the period the determination is made. Our annual impairment testing date is October 1. The Company determined, after performing the qualitative analysis that there was no evidence that it is more likely than not that the fair value of Goodwill was less than the carrying amount. Therefore, it was not necessary to perform a quantitative impairment test. |
Contingent Earn-Out Consideration | Contingent Earn-out Consideration Business combinations may include contingent earn-out consideration as part of the purchase price under which the Company will make future payments to the seller upon the achievement of certain milestones. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments. Two methodologies may be considered in the valuation: the scenario-based model (“SBM”) and Monte Carlo simulation. The SBM relies on multiple outcomes to estimate the likelihood of future payoff of the contingent consideration. The resulting earnout payoff is then probability-weighted and discounted at an appropriate risk adjusted rate in order to arrive at the present value of the expected earnout payment. The Monte Carlo simulation is used to value the non-linear contingent considerations based on projected financial metrics. Each trial of the Monte Carlo simulation draws a value from the assumed distribution for the underlying metric. The earnout payoff for each simulation trial is calculated based on that particular simulated path for the underlying metrics and then discounted to present value using the risk-free rate, adjusted for counterparty credit risk. The value of the earnout is estimated as the average value from all simulation trials. The fair value estimates use unobservable inputs that reflect our own assumptions as to the ability of the acquired business to meet the targeted benchmarks and discount rates used in the calculations. The unobservable inputs are defined in ASC Topic 820, “Fair Value Measurements and Disclosures,” as Level 3 inputs. We review the probabilities of achievement of the earnout milestones to determine impact on the fair value of the earnout consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contractual limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are recorded in other (expense) income in the Consolidated Statements of Operations and Comprehensive (Loss) Income and are reflected in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in our operating results. |
Income Taxes | Income Taxes The income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. The Company is subject to income taxes in the United States, Ireland, and South Africa. Significant judgments and estimates are required in the determination of the consolidated income tax provision. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on both positive and negative evidence. This evidence includes historic taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions. Accounting Standards Codification (ASC) No. 740 states that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of its technical merits. The Company records unrecognized tax benefits as liabilities in accordance with ASC 740 and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The Company records uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) Topic 740 on the basis of a two-step process in which (1) the Company determines whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. The Company will recognize interest and penalties as a component of income tax expense if incurred. |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is generated primarily from the sale of our implants and disposables and, to a much lesser extent, from the sale of our surgical instrumentation. We sell our products through employee sales personnel, and independent sales representatives in the U.S. Outside the U.S. sales are through independent sales representatives and to stocking distributors. We have consignment agreements with certain distributors and hospitals. Our customers are primarily hospitals and surgery centers. Revenue is recorded when our performance obligation is satisfied which is when our customers take title of the product, and typically when the product is used in surgery. We generally have written contracts with our customers which incorporate pricing and our standard terms and conditions. Any discounts we offer are outlined in our customer agreements. As the discounts are known at the time of purchase, no estimates are required at the time of revenue recognition. Shipping and handling costs are recorded as cost of goods sold and amounts billed to customers for shipping and handling costs are recorded in revenue. We record as revenue any amounts billed to customers for shipping and handling costs and record as cost of goods sold the actual shipping costs incurred. We have elected to exclude from the measurement of the transaction price all taxes (e.g., sales, use, value-added) assessed by government authorities and collected from a customer. Therefore, revenue is recognized net of such taxes. We have elected to use the practical expedient allowed under ASC 606 to account for shipping and handling activities that occur after the customer has obtained control of a promised good as fulfillment costs rather than as an additional promised service and, therefore, we do not allocate a portion of the transaction price to a shipping service obligation. Commissions to sales agents for the sales exceeding their quotas are classified as incremental costs of obtaining a contract as such costs would not have been incurred if the contract was not signed. We have elected to use the practical expedient to expense such costs that should be capitalized as the amortization period of the costs would be less than one year . Due to the nature of our products, returns are minimal and an estimate for returns is not material. The timing of revenue recognition may differ from the timing of invoicing to our customers. We have recorded unbilled accounts receivable involving management judgement related to this timing difference of $ 3,637 and $ 3,273 as of December 31, 2021 and December 31, 2020, respectively. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold consists primarily of products purchased from third-party suppliers, freight, shipping, excess and obsolete inventory charges and royalties. Implants are manufactured to our specifications by third-party suppliers. Most implants are produced in the U.S. Cost of goods sold is recognized for consigned implants at the time the implant is used in surgery and the related revenue is recognized. Prior to their use in surgery, the cost of consigned implants is recorded as Inventories, net in our Consolidated Balance Sheets. |
Stock-Based Compensation | Stock-Based Compensation All stock-based awards to employees and nonemployee contractors, including any grants of stock, stock options, restricted stock units (“RSU”), performance stock units ("PSU") and the option to purchase common stock under the Employee Stock Purchase Plan (“ESPP”), are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the ASC Topic 718 (“ASC 718”). Stock-based awards to nonemployees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date. The Company estimates the fair value of each stock-based award containing service and/or performance conditions on the grant date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate and dividend yield. Before the IPO, there was no active external or internal market for our common stock. Thus, it was not possible to estimate the expected volatility of our stock price in estimating fair value of options granted. Accordingly, as a substitute for such volatility, the Company used the historical volatility of the common stock of other companies in the same industry over a period commensurate with the expected term of the options awarded. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The Company uses the simplified method of calculation for estimating expected term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company does not anticipate that dividends will be distributed in the near future. Forfeitures are recorded as they occur, and when they occur compensation expense previously recognized is reversed in the period of the forfeiture. Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. Subsequent to the IPO, the fair value of the Company’s common stock underlying its equity awards is based on the quoted market price of the Company’s common stock on the grant date. Prior to the IPO, because there was no public market for the Company’s common stock, the fair value of the common stock underlying the stock awards has historically been determined at the time of grant of the stock option by considering a number of objective and subjective factors, including sales of common stocks, third-party valuations performed, important developments in the Company’s operations, actual operating results and financial performance, the conditions in the medical device industry and the economy in general, and the stock price performance, volatility of comparable public companies, and an assumption for a discount for lack of marketability, among other factors. |
Research and Development | Research and Development Research and development expense is comprised of in-house research and development of new products and technologies, clinical studies and trials, regulatory expenses, and employee related compensation and expenses. We maintain a procedurally focused approach to product development and have projects underway to add new products to our existing systems and to add new systems across multiple foot and ankle indications. |
Rent Expense | Rent Expense Rent expense is recognized on a straight-line basis over the term of the lease, with the difference between the cash rent expense and straight-line expense recorded as deferred rent. Rent expense is included in Selling, general, and administrative expense in the Consolidated Statements of Operations and Comprehensive Income and deferred rent is included in Other current liabilities in the Consolidated Balance Sheets. (Refer to Note 14—Commitments and Contingencies, for discussion of the Company’s commitments under operating leases.) |
Contingencies | Contingencies A liability is contingent if the amount is not presently known but may become known in the future as a result of the occurrence of some uncertain future event. We accrue a liability for an estimated loss if we determine that the potential loss is probable of occurring and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. We expense legal costs, including those legal costs incurred in connection with a loss contingency, as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. There is a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2- In cludes other inputs that are directly or indirectly observable in the marketplace, such as quoted market prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs which are supported by little or no market activity. Financial instruments (principally cash, trade receivables, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. Our debt is carried at cost, which approximates fair value due to the variable interest rate associated with our debt. The Company does not have any assets or liabilities presented in the Level 1 or Level 2 categories as of December 31, 2021 and 2020, and there were no changes in level hierarchies during the years ended December 31, 2021, 2020, and 2019. |
Accounting Pronouncements Issued Not Yet Adopted | Accounting Pronouncements Issued Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASU 2016-02 supersedes the previous leases standard, ASC 840, Leases. ASU 2016-02, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2022. The Company is currently evaluating the new guidance, but does not believe it will have a material impact on the Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on the Company's Consolidated Financial Statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), subsequently clarified in January 2021 by ASU 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The main provisions of this update provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts consisted of the following: December 31, 2021 2020 Allowance for doubtful accounts, beginning of year $ 1,296 $ 650 Additions charged against revenue or to expense 1,027 1,250 Write-offs ( 1,291 ) ( 604 ) Allowance for doubtful accounts, end of year $ 1,032 $ 1,296 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Preliminary Purchase Consideration Transferred | The following table summarizes the preliminary purchase consideration transferred in connection with the acquisition of Additive and consists of the following: Consideration Paid Cash consideration $ 15,000 Contingent consideration 2,870 Total consideration $ 17,870 |
Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the Closing Date: Preliminary allocation Measurement Adjusted allocation Assets acquired: Accounts receivable $ 761 $ — $ 761 Inventory 113 — 113 Intangible assets 11,560 — 11,560 Goodwill 7,872 ( 1,543 ) 6,329 Total Assets Acquired $ 20,306 $ ( 1,543 ) $ 18,763 Liabilities assumed: Accounts payable $ 796 $ — $ 796 Accrued expenses 600 ( 503 ) 97 Total Liabilities Assumed $ 1,396 $ ( 503 ) $ 893 Net assets acquired $ 18,910 $ ( 1,040 ) $ 17,870 |
Useful Life Determination of Assets | The useful life determination was made by management in line with the Company’s policy on assets. Both determinations are outlined in the table below: Fair Value Estimated Useful Life (in years) Noncompete arrangements $ 30 3 Customer relationships 240 3 Developed technology 11,290 12 $ 11,560 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment as of December 31, 2021 and 2020 consist of the following: December 31, Estimated Life 2021 2020 Surgical instrumentation 3 - 5 $ 38,820 $ 27,702 Leasehold improvements Various 7,850 7,850 Computer and software 5 4,791 4,356 Machinery and equipment 5 2,396 2,129 Office equipment and furniture 5 - 7 2,040 1,880 Construction in progress Various 3,551 — 59,448 43,917 Less: accumulated depreciation 27,267 21,554 Property and equipment, net $ 32,181 $ 22,363 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | As of December 31, 2021 and 2020, goodwill was $ 6,329 and $ 0 , respectively. The Company had no goodwill during 2020. The activity for 2021 is as follows: Balance at December 31, 2020 $ — Additive Acquisition 7,872 Measurement period adjustments ( 1,543 ) Balance at December 31, 2021 $ 6,329 |
Intangible Assets | Intangible assets as of December 31, 2021 are as follows: Estimated Gross Accumulated Amortization Net Trademarks, indefinite-lived Indefinite $ 413 $ — $ 413 Patents, definite-lived 13.2 5,335 1,133 4,202 Customer relationships 3 - 7 1,167 47 1,120 Developed technology 12 11,290 549 10,741 Other intangibles 3 35 6 29 Total intangible assets, net $ 18,240 $ 1,735 $ 16,505 Intangible assets as of December 31, 2020, are as follows: Estimated Gross Accumulated Amortization Net Trademarks, indefinite-lived Indefinite $ 306 $ — $ 306 Patents, definite-lived 13.3 2,504 363 2,141 Acquired intellectual property 17.5 878 — 878 Total intangible assets, net $ 3,688 $ 363 $ 3,325 |
Schedule of Expected Future Amortization Expense | Expected future amortization expense is as follows: 2022 $ 1,786 2023 1,308 2024 1,256 2025 1,218 2026 1,218 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the following as of December 31, 2021 and 2020, respectively: December 31, 2021 2020 Accrued commissions $ 5,077 $ 3,682 Accrued compensation 4,512 3,323 Accrued legal fees 464 1,093 Accrued purchases 3,036 484 Accrued earnout payment 1,000 — Other accrued expenses 4,143 1,470 Total accrued expenses $ 18,232 $ 10,052 |
Contingent Earn-Out Considera_2
Contingent Earn-Out Consideration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Reconciliation Level 3 Earn-out Liabilities | The following table provides a reconciliation of our Level 3 earn-out liabilities for the year ended December 31, 2021: Balance at December 31, 2020 $ — Acquisition date fair value of earn-out liabilities 2,870 Achieved milestone reclassified to accrued expenses ( 1,000 ) Change in fair value of earn-out liabilities 440 Balance at December 31, 2021 $ 2,310 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt as of December 31, 2021 and December 31, 2020 consists of the following: December 31, 2021 2020 Equipment note payable, due July 2021 $ — $ 72 New 2020 Term Loan — 5,814 Bank of Ireland Note Payable 245 427 MidCap Term Loan 10,000 — $ 10,245 $ 6,313 Less: deferred issuance costs ( 2,616 ) ( 52 ) Total debt, net of issuance costs 7,629 6,261 Less: current portion ( 153 ) ( 2,231 ) Long-term debt, net, less current maturities $ 7,476 $ 4,030 |
Schedule of Debt Maturities | The required principle payments for the Bank of Ireland Note Payable and the Midcap Term Loan following the Consolidated Balance Sheet dates are as follows: 2022 $ 153 2023 92 2024 — 2025 — 2026 10,000 Total $ 10,245 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Net (Loss) Income Per Share | The computation of net (loss) income per share for the years ended December 31, 2021, 2020 and 2019, respectively was as follows: December 31, (in thousands, except per share data) 2021 2020 2019 Net (loss) income attributable to common stockholders Net (loss) income attributable to Paragon 28, Inc. $ ( 13,693 ) $ 3,498 $ 3,117 Less: Dividends on Series B convertible preferred stock — ( 812 ) — Net (loss) income attributable to common stockholders $ ( 13,693 ) $ 2,686 $ 3,117 Weighted-average common stock outstanding: Basic 52,916,711 43,510,185 42,499,735 Dilutive impact of Series A convertible preferred stock - 13,812,500 13,812,500 Dilutive impact of stock awards outstanding - 3,083,495 5,150,175 Diluted 52,916,711 60,406,180 61,462,410 (Loss) earnings per share: Basic $ ( 0.26 ) $ 0.06 $ 0.07 Diluted $ ( 0.26 ) $ 0.04 $ 0.05 |
Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net (Loss) Earnings Per Share Attributable to Common Stockholders | The following outstanding potentially dilutive securities were excluded from the calculation of diluted net (loss) earnings per share attributable to common stockholders because their impact would have been antidilutive for the period presented: December 31, 2021 2020 2019 Stock options 7,953,018 — — Restricted stock units 79,886 — — Series B convertible preferred stock — 6,608,700 — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions used in Determining Fair Value | Below are the assumptions used for the years ended December 31, 2021, 2020 and 2019 in determining the fair value of each option award: Year Ended December 31, 2021 2020 2019 Expected volatility 52 % - 55 % 51 % - 56 % 46 - 49 % Expected dividends — — — Expected term (in years) 5.75 - 6.25 5.75 - 6.0 5.75 Risk-free rate 0.47 % - 1.20 % 0.35 % - 1.66 % 1.73 - 2.53 % |
2011 and 2021 Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following summarizes the Company’s stock option plan and the activity under the 2011 and 2021 Plans for the year ended December 31, 2021: Shares Weighted- Weighted- Outstanding December 31, 2020 4,759,530 $ 4.55 7.84 Granted 3,467,069 14.63 Exercised ( 236,706 ) 1.88 Forfeited or expired ( 36,875 ) 5.89 Outstanding December 31, 2021 7,953,018 $ 9.02 8.16 Exercisable December 31, 2021 3,497,825 $ 4.22 6.48 Vested and expected to vest at 7,953,018 $ 9.02 8.16 |
2021 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of RSU Activity | RSU activity under the 2021 Plan is as follows for the year ended December 31, 2021: Equity Option Awards Weighted- Nonvested as of December 31, 2020 — $ — Granted 79,886 18.84 Vested — — Forfeited — — Nonvested as of December 31, 2021 79,886 $ 18.84 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | Total provision (benefit) for income taxes for the years ended December 31, 2021, 2020, and 2019: December 31, 2021 2020 2019 (Loss) income before taxes Domestic $ ( 17,030 ) $ 5,320 $ 370 Foreign 4,050 ( 295 ) 1,600 Total (loss) income before taxes ( 12,980 ) 5,025 1,970 Current tax expense (benefit): Federal ( 165 ) ( 94 ) ( 604 ) State ( 36 ) 205 289 Foreign 744 109 283 Total current tax expense (benefit) 543 220 ( 32 ) Deferred tax expense (benefit): Federal ( 3,506 ) ( 4,559 ) ( 1,010 ) State ( 464 ) ( 343 ) ( 105 ) Foreign 170 ( 91 ) — Change in valuation allowance 3,970 6,300 — Total deferred tax expense ( benefit) 170 1,307 ( 1,115 ) Total tax expense (benefit): Federal ( 3,671 ) ( 4,653 ) ( 1,614 ) State ( 500 ) ( 138 ) 184 Foreign 914 18 283 Change in valuation allowance 3,970 6,300 — Total income tax expense (benefit) $ 713 $ 1,527 $ ( 1,147 ) |
Schedule of Significant Components of Deferred Taxes | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes as of December 31, 2021 and 2020 were: December 31, 2021 2020 Deferred tax assets: Receivable allowances $ 213 $ 264 Accrued expenses 339 358 S263A capitalizable costs 218 127 Inventory reserves 3,957 3,329 Research and development credits 3,249 2,315 Net operating losses 5,740 3,412 Transaction costs — 163 Interest expense 387 — Stock-based Compensation 2,208 1,157 Other 530 414 Total deferred tax assets 16,841 11,539 Valuation allowance ( 10,270 ) ( 6,300 ) Net deferred tax assets 6,571 5,239 Deferred tax liabilities: Property and Equipment ( 5,975 ) ( 4,320 ) Section 481 adjustment ( 178 ) ( 361 ) Patents and trademarks ( 496 ) ( 458 ) Total deferred tax liabilities ( 6,649 ) ( 5,139 ) Total net deferred tax (liability) asset $ ( 78 ) $ 100 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2021 2020 Gross unrecognized tax benefits - beginning of period $ 627 $ 731 Increases related to current year tax positions 102 — Increases related to prior year tax positions 712 10 Decreases related to prior year tax positions ( 104 ) ( 114 ) Decreases related to settlements of prior year tax positions — — Gross unrecognized tax benefits - end of period $ 1,337 $ 627 |
Schedule of Reconciliation of Provision for Income Taxes at Federal Statutory Rate | A reconciliation of the provision for income taxes at the federal statutory rate compared to the effective tax rate for the years ended December 31, 2021, 2020 and 2019 is: 2021 2020 2019 Statutory U.S. federal tax rate $ ( 2,726 ) $ 1,055 $ 414 State taxes net of federal benefit ( 492 ) 99 32 Non-U.S. earnings taxed at rates different than the U.S. statutory rate ( 150 ) 80 ( 53 ) Foreign source earnings, net of associated foreign tax credits 601 306 328 Benefit of tax credits ( 1,569 ) ( 670 ) ( 715 ) Stock based compensation ( 212 ) ( 4,913 ) ( 1,074 ) PPP loan forgiveness — ( 861 ) — Change in valuation allowance 3,970 6,300 — Impact of NOL carryback — — ( 174 ) Change in unrecognized tax benefits 710 10 731 State tax true-ups — — ( 618 ) Other 581 121 ( 18 ) Total provision (benefit) for income taxes $ 713 $ 1,527 $ ( 1,147 ) |
Commitments and Contigencies (T
Commitments and Contigencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | The Company leases office space, machinery and equipment under long-term lease agreements expiring through 2029 . Future minimum lease payments are as follows: 2022 $ 1,161 2023 1,178 2024 1,196 2025 1,062 2026 1,091 Thereafter 2,371 Total minimum lease payments $ 8,059 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Total Net Revenue by Geographic Area | The following table represents total net revenue by geographic area, based on the location of the customer for the years ended December 31, 2021, 2020 and 2019, respectively. Years Ended December 31, 2021 2020 2019 United States $ 130,112 $ 100,547 $ 95,323 International 17,352 10,434 10,957 Total net revenue $ 147,464 $ 110,981 $ 106,280 |
Schedule of Total Non-current Assets, Excluding Deferred Taxes, by Geographic Area | The following table represents total non-current assets, excluding deferred taxes, by geographic area for the years ended December 31, 2021 and 2020, respectively. December 31, 2021 December 31, 2020 United States $ 51,809 $ 23,269 International 3,206 2,419 Total assets $ 55,015 $ 25,688 |
Business and Basis of Present_2
Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 19, 2021 | Apr. 07, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Net proceeds after deducting underwriting discounts and commissions | $ 129,384 | ||
Proceeds from PPP funding | $ 3,747 | ||
Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Net proceeds after deducting underwriting discounts and commissions | $ 133,688 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Deferred Offering Costs | $ 4,304 | ||
Initial Public Offering | Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued and sold | 8,984,375 | ||
Public offering price per share | $ 16 | ||
Number of shares issued upon conversion of convertible securities | 20,421,200 | ||
Underwriters Option to Purchase Additional Shares | Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued and sold | 1,171,875 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of property and equipment | $ 0 | $ 0 | $ 0 |
Impairment of intangible asset, finite-lived | $ 0 | 0 | 0 |
Income tax likelihood percentage, description | more than 50 percent | ||
Charges for excess and obsolete inventory included in cost of goods sold | $ 2,850,000 | 7,467,000 | $ 1,712,000 |
Inventory reserve | $ 19,374,000 | 16,771,000 | |
Capitalized amortization period | 1 year | ||
Revenue, practical expedient [true or false] | true | ||
Unbilled accounts receivable | $ 3,637,000 | 3,273,000 | |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of assets | 3 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of assets | 15 years | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 | |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 17 years | ||
Estimated useful life | 13 years 2 months 12 days | 13 years 3 months 18 days | |
Developed Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 12 years | ||
Customer Relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | ||
Customer Relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 7 years | ||
Other Intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | ||
Surgical Instrumentation | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of assets | 3 years | ||
Surgical Instrumentation | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of assets | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts, beginning of year | $ 1,296 | $ 650 |
Additions charged against revenue or to expense | 1,027 | 1,250 |
Write-offs | (1,291) | (604) |
Allowance for doubtful accounts, end of year | $ 1,032 | $ 1,296 |
Business Combination - Addition
Business Combination - Additional Information (Details) - Additive Orthopaedics, LLC - USD ($) | May 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 15,000,000 | |||
Contingent earn-out consideration, estimated fair value | 2,870,000 | |||
Maximum earn out payment | 9,500,000 | |||
Acquisition related costs | $ 0 | $ 0 | ||
Business acquisition, pro forma information, description | There is no supplemental proforma presentation of operating results of the acquisition of Additive due to the immaterial impact on the Company’s Consolidated operations for the years ended December 31, 2021 and 2020. | |||
Measurement period adjustment | $ 1,040,000 | |||
Accrued Expenses | ||||
Business Acquisition [Line Items] | ||||
Measurement period adjustment | $ 503,000 | |||
Selling, General, and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 822,000 |
Business Combination - Summary
Business Combination - Summary of Preliminary Purchase Consideration Transferred (Details) - Additive Orthopaedics, LLC $ in Thousands | May 28, 2021USD ($) |
Consideration Paid | |
Cash consideration | $ 15,000 |
Contingent consideration | 2,870 |
Total consideration | $ 17,870 |
Business Combination - Summar_2
Business Combination - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | May 28, 2021 | Dec. 31, 2020 |
Assets acquired: | |||
Goodwill | $ 6,329 | $ 0 | |
Additive Orthopaedics, LLC | |||
Assets acquired: | |||
Accounts receivable | $ 761 | ||
Inventory | 113 | ||
Intangible assets | 11,560 | ||
Goodwill | 6,329 | ||
Total Assets Acquired | 18,763 | ||
Liabilities assumed: | |||
Accounts payable | 796 | ||
Accrued expenses | 97 | ||
Total Liabilities Assumed | 893 | ||
Net assets acquired | 17,870 | ||
Preliminary Allocation | Additive Orthopaedics, LLC | |||
Assets acquired: | |||
Accounts receivable | 761 | ||
Inventory | 113 | ||
Intangible assets | 11,560 | ||
Goodwill | 7,872 | ||
Total Assets Acquired | 20,306 | ||
Liabilities assumed: | |||
Accounts payable | 796 | ||
Accrued expenses | 600 | ||
Total Liabilities Assumed | 1,396 | ||
Net assets acquired | 18,910 | ||
Measurement Period Adjustments | Additive Orthopaedics, LLC | |||
Assets acquired: | |||
Goodwill | (1,543) | ||
Total Assets Acquired | (1,543) | ||
Liabilities assumed: | |||
Accrued expenses | (503) | ||
Total Liabilities Assumed | (503) | ||
Net assets acquired | $ (1,040) |
Business Combination - Useful L
Business Combination - Useful Life Determination of Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Fair Value | $ 11,560 |
Noncompete Arrangements | |
Business Acquisition [Line Items] | |
Fair Value | $ 30 |
Estimated Useful Life (in years) | 3 years |
Customer Relationships | |
Business Acquisition [Line Items] | |
Fair Value | $ 240 |
Estimated Useful Life (in years) | 3 years |
Developed Technology | |
Business Acquisition [Line Items] | |
Fair Value | $ 11,290 |
Estimated Useful Life (in years) | 12 years |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 59,448 | $ 43,917 |
Less: accumulated depreciation | 27,267 | 21,554 |
Property and equipment, net | $ 32,181 | 22,363 |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated life | 15 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated life | 3 years | |
Surgical instrumentation | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 38,820 | 27,702 |
Surgical instrumentation | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated life | 5 years | |
Surgical instrumentation | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated life | 3 years | |
Leasehold improvement | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,850 | 7,850 |
Computer and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,791 | 4,356 |
Property and equipment, estimated life | 5 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,396 | 2,129 |
Property and equipment, estimated life | 5 years | |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,040 | $ 1,880 |
Office equipment and furniture | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated life | 7 years | |
Office equipment and furniture | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated life | 5 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,551 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 7,615 | $ 6,232 | $ 4,129 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 6,329,000 | $ 0 | |
Impairment charges related to intangible assets | 0 | 0 | $ 0 |
Impairment charges related to goodwill | 0 | 0 | 0 |
Intangible assets acquired excluding Additive intangible assets | 11,560,000 | ||
Patents and Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired excluding Additive intangible assets | 2,993,000 | ||
Selling, General, and Administrative Expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 1,372,000 | $ 152,000 | $ 73,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2020 | $ 0 |
Additive Acquisition | 7,872 |
Measurement period adjustments | (1,543) |
Balance at Decenber 31, 2021 | $ 6,329 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | $ 18,240 | $ 3,688 |
Accumulated Amortization | 1,735 | 363 |
Net Carrying Amount | 16,505 | 3,325 |
Trademarks, Indefinite-Lived | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Net Carrying Amount | $ 413 | $ 306 |
Patents, Definite-Lived | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 13 years 2 months 12 days | 13 years 3 months 18 days |
Gross Carrying Amount | $ 5,335 | $ 2,504 |
Accumulated Amortization | 1,133 | 363 |
Net Carrying Amount | 4,202 | $ 2,141 |
Acquired Intellectual Property, Definite-Lived | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 17 years 6 months | |
Gross Carrying Amount | $ 878 | |
Net Carrying Amount | $ 878 | |
Customer Relationships | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 1,167 | |
Accumulated Amortization | 47 | |
Net Carrying Amount | $ 1,120 | |
Customer Relationships | Minimum | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Customer Relationships | Maximum | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 7 years | |
Developed Technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 12 years | |
Gross Carrying Amount | $ 11,290 | |
Accumulated Amortization | 549 | |
Net Carrying Amount | $ 10,741 | |
Other Intangibles | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Gross Carrying Amount | $ 35 | |
Accumulated Amortization | 6 | |
Net Carrying Amount | $ 29 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 1,786 |
2023 | 1,308 |
2024 | 1,256 |
2025 | 1,218 |
2026 | $ 1,218 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued commissions | $ 5,077 | $ 3,682 |
Accrued compensation | 4,512 | 3,323 |
Accrued legal fees | 464 | 1,093 |
Accrued purchases | 3,036 | 484 |
Accrued earnout payment | 1,000 | |
Other accrued expenses | 4,143 | 1,470 |
Total accrued expenses | $ 18,232 | $ 10,052 |
Contingent Earn-Out Considera_3
Contingent Earn-Out Consideration - Schedule of Reconciliation of Level 3 Earn-Out Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Achieved milestone reclassified to accrued expenses | $ (1,000) |
Change in fair value of earn-out liabilities | 440 |
Ending Balance | 2,310 |
Additive Orthopaedics, LLC | |
Business Acquisition [Line Items] | |
Acquisition date fair value of earn-out liabilities | $ 2,870 |
Contingent Earn-Out Considera_4
Contingent Earn-Out Consideration - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Combinations [Abstract] | |
Contingent earn-out liability, current | $ 1,470,000 |
Net increase in estimate of earn-out liabilities | 440,000 |
Accrued expenses | 1,000,000 |
Payment for contingent earn-out consideration liability | $ 0 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt gross amount | $ 10,245 | $ 6,313 |
Less: deferred issuance costs | (2,616) | (52) |
Total debt, net of issuance costs | 7,629 | 6,261 |
Less: current portion | (153) | (2,231) |
Long-term debt net, less current maturities | 7,476 | 4,030 |
Equipment Notes Payable | ||
Debt Instrument [Line Items] | ||
Debt gross amount | 72 | |
New 2020 Term Loan | ||
Debt Instrument [Line Items] | ||
Debt gross amount | 5,814 | |
Bank of Ireland Note Payable | ||
Debt Instrument [Line Items] | ||
Debt gross amount | 245 | $ 427 |
MidCap Term Loan | ||
Debt Instrument [Line Items] | ||
Debt gross amount | $ 10,000 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equipment Notes Payable | ||
Debt Instrument [Line Items] | ||
Debt instrument due date | 2021-07 | 2021-07 |
Debt - MidCap Credit Agreements
Debt - MidCap Credit Agreements - Additional Information (Details) - USD ($) | May 06, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Total debt issuance costs | $ 2,616,000 | $ 52,000 | ||
Amortization expense | 576,000 | $ 134,000 | $ 85,000 | |
MidCap Credit Agreements | ||||
Debt Instrument [Line Items] | ||||
Expiration date | May 1, 2026 | |||
Total debt issuance costs | 3,139,000 | |||
MidCap Credit Agreements | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 6.00% | |||
MidCap Credit Agreements | Interest Expense | ||||
Debt Instrument [Line Items] | ||||
Amortization expense | $ 576,000 | |||
MidCap Credit Agreements | Mid Cap Financial Trust | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | $ 70,000,000 | |||
MidCap Credit Agreements | Mid Cap Financial Trust | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | 40,000,000 | |||
MidCap Credit Agreements | Mid Cap Financial Trust | First Commitment | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | 10,000,000 | |||
MidCap Credit Agreements | Mid Cap Financial Trust | Second Commitment | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | 30,000,000 | |||
MidCap Credit Agreements | Mid Cap Financial Trust | Revolving Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | $ 30,000,000 | |||
MidCap Revolving Loan | ||||
Debt Instrument [Line Items] | ||||
Expiration date | May 1, 2026 | |||
MidCap Revolving Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 3.00% |
Debt - Vectra Bank Colorado Loa
Debt - Vectra Bank Colorado Loan Agreements - Additional Information (Details) - New Loan Agreement | Mar. 27, 2020USD ($) |
Line Of Credit Facility [Line Items] | |
Maturity date | Sep. 30, 2020 |
Maturity extended date | Oct. 5, 2023 |
Interest rate | 3.00% |
New 2020 Term Loan | |
Line Of Credit Facility [Line Items] | |
Principal amount | $ 6,802,000 |
New 2020 Revolving Loan | |
Line Of Credit Facility [Line Items] | |
Additional borrowing amount | $ 15,000,000 |
Debt - Bank of Ireland Note Pay
Debt - Bank of Ireland Note Payable - Additional Information (Details) - Bank of Ireland Note Payable - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 12, 2020 | |
Debt Instrument [Line Items] | ||
Principal amount | $ 474,000 | |
Interest rate | 4.00% | |
Debt payment terms | The Bank of Ireland Note Payable bears an annual interest rate of 4% and is due in equal monthly installments over a 36-month period, including interest. | |
Debt frequency of payment | monthly |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt, net of issuance costs | $ 7,629 | $ 6,261 |
Bank of Ireland Note Payable and Midcap Term Loan | ||
Debt Instrument [Line Items] | ||
2022 | 153 | |
2023 | 92 | |
2026 | 10,000 | |
Total debt, net of issuance costs | $ 10,245 |
Convertible Preferred Series _2
Convertible Preferred Series Equity and Stockholders Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Oct. 19, 2021USD ($)$ / sharesshares | Oct. 08, 2021 | Jan. 31, 2021USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2012USD ($)$ / sharesshares | Feb. 29, 2012USD ($)$ / sharesshares | Dec. 31, 2011USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Oct. 06, 2021$ / sharesshares |
Class of Stock [Line Items] | |||||||||||
Forward stock split | 5 | ||||||||||
Forward stock split, description | the Company effected a 5-for-1 forward stock split of the Company’s authorized, issued and outstanding common stock, the Company’s authorized, issued and outstanding Series A convertible preferred stock, and the Company’s authorized, issued and outstanding Series B convertible preferred stock (the “Stock Split”). | ||||||||||
Options reserved for future grant | 310,000,000 | ||||||||||
Common stock share authorized | 300,000,000 | 72,187,845 | 300,000,000 | ||||||||
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Convertible preferred stock, authorized | 10,000,000 | ||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||
Number of aggregate issued | 151,515 | ||||||||||
Proceeds from issuance of common stock | $ | $ 1,001 | $ 1,001 | $ 1,842 | ||||||||
Common stock, voting rights, description | Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by the stockholders, and a majority vote is required for all actions taken by stockholders. | ||||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 36,030 | ||||||||||
Price per share | $ / shares | $ 6.60 | ||||||||||
Treasury stock repurchase shares | 85,049 | 239,760 | 588,710 | ||||||||
Treasury stock repurchase value | $ | $ 561 | $ 1,538 | $ 3,885 | ||||||||
Average cost per share | $ / shares | $ 6.60 | $ 6.54 | $ 6.60 | ||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of aggregate issued | 151,515 | 319,015 | |||||||||
Initial Public Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance costs | $ | $ 4,304 | ||||||||||
Initial Public Offering | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of aggregate issued | 8,984,375 | ||||||||||
Number of shares issued | 8,984,375 | ||||||||||
Public offering price per share | $ / shares | $ 16 | ||||||||||
Conversion of shares | 20,421,200 | ||||||||||
Underwriters Option to Purchase Additional Shares | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 1,171,875 | ||||||||||
Series A Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, authorized | 0 | 13,812,500 | |||||||||
Convertible preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Number of aggregate issued | 10,562,495 | 10,562,495 | 3,250,005 | ||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 3,250 | $ 3,250 | $ 1,000 | ||||||||
Price per share | $ / shares | $ 0.30769 | $ 0.30769 | $ 0.30769 | ||||||||
Series A Convertible Preferred Stock | Initial Public Offering | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of shares | 13,812,500 | ||||||||||
Series B Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, authorized | 0 | 6,608,700 | |||||||||
Convertible preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Number of aggregate issued | 6,608,700 | ||||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 36,030 | ||||||||||
Issuance costs | $ | $ 1,970 | $ 1,970 | |||||||||
Price per share | $ / shares | $ 5.75 | ||||||||||
Cash dividends accrued | $ | $ 2,328 | ||||||||||
Series B Convertible Preferred Stock | Initial Public Offering | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of shares | 6,608,700 |
(Loss) Earnings Per Share - Sum
(Loss) Earnings Per Share - Summary of Computation of Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net (loss) income attributable to common stockholders | |||
Net (loss) income attributable to Paragon 28, Inc. | $ (13,693) | $ 3,498 | $ 3,117 |
Less: Dividends on Series B convertible preferred stock | (812) | ||
Net (loss) income attributable to common stockholders | $ (13,693) | $ 2,686 | $ 3,117 |
Weighted-average common stock outstanding: | |||
Basic | 52,916,711 | 43,510,185 | 42,499,735 |
Diluted | 52,916,711 | 60,406,180 | 61,462,410 |
(Loss) earnings per share: | |||
Basic | $ (0.26) | $ 0.06 | $ 0.07 |
Diluted | $ (0.26) | $ 0.04 | $ 0.05 |
Stock Awards Outstanding | |||
Weighted-average common stock outstanding: | |||
Dilutive impact of stock awards outstanding | 3,083,495 | 5,150,175 | |
Series A Convertible Preferred Stock | |||
Weighted-average common stock outstanding: | |||
Dilutive impact of Series A convertible preferred stock | 13,812,500 | 13,812,500 |
(Loss) Earnings Per Share - S_2
(Loss) Earnings Per Share - Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net (Loss) Earnings Per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of dilutive net loss per share | 7,953,018 | |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of dilutive net loss per share | 79,886 | |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of dilutive net loss per share | 6,608,700 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 19, 2021 | Mar. 11, 2011 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 06, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cash received from exercise of stock options | $ 445 | $ 1,780 | $ 115 | |||
Options reserved for future grant | 310,000,000 | |||||
2011 plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options permitted to grant | 15,800,000 | |||||
Options granted | 0 | |||||
2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options permitted to grant | 7,641,979 | |||||
Options reserved for future grant | 6,983,649 | |||||
Percentage of shares issued from outstanding number of shares | 5.00% | |||||
2021 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options permitted to grant | 1,329,040 | |||||
Shares issued | 0 | |||||
Shares available for issuance | 1,329,040 | |||||
Percentage of shares issued from outstanding number of shares | 1.00% | |||||
2011 and 2021 Plans | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted | 3,467,069 | 1,723,750 | 676,500 | |||
Weighted average strike price | $ 9.02 | $ 4.55 | ||||
Time-based Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting, description | The time-based stock options vest in equal installments each year from one to four years. | |||||
Time-based Stock Options | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Time-based Stock Options | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Time-based Stock Options | Certain Officers and Contractors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted | 3,467,069 | 676,500 | ||||
Vesting, description | All options granted in 2021 were time-based options. | |||||
Weighted average strike price | $ 14.63 | $ 6.26 | ||||
Performance-based Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting, description | The performance-based options are eligible to vest in equal installments each year subject to the individual meeting certain sales targets. | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 4,863 | $ 1,808 | $ 1,754 | |||
Cash received from exercise of stock options | 445 | 1,780 | 115 | |||
Tax benefit from equity options exercised | 93 | 409 | 26 | |||
Aggregate intrinsic value of options outstanding | 68,980 | |||||
Aggregate intrinsic value of vested and exercisable options | 47,105 | |||||
Aggregate intrinsic value of options exercised | $ 3,743 | $ 1,816 | $ 8 | |||
Weighted average fair value of options granted | $ 7.57 | $ 3.24 | $ 2.93 | |||
Total unrecognized compensation cost related to non-vested stock-based compensation arrangements | $ 27,018 | |||||
Total unrecognized compensation cost related to non-vested stock-based compensation arrangements weighted average period | 3 years 1 month 17 days | |||||
Stock Options | Certain Officers and Contractors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted | 1,723,750 | |||||
Vesting, description | Of the options granted, there were time-based options and performance-based options, which vest upon achievement of the sales performance milestone. | |||||
Weighted average strike price | $ 6.38 | |||||
Stock Options | 2011 and 2021 Plans | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Contractual term | 10 years | |||||
Vesting, description | Option awards under the 2011 and 2021 Plans are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options generally vest based on one to four years of continuous service and have ten-year contractual terms. | |||||
Stock Options | 2011 and 2021 Plans | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Stock Options | 2011 and 2021 Plans | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 85 | $ 0 | $ 0 | |||
Total unrecognized compensation cost related to non-vested stock-based compensation arrangements | $ 1,420 | |||||
Total unrecognized compensation cost related to non-vested stock-based compensation arrangements weighted average period | 2 years 10 months 2 days | |||||
Fair value of RSU vested | $ 0 | $ 0 | $ 0 | |||
Restricted Stock Units | 2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Contractual term | 10 years | |||||
Vesting, description | RSUs granted under the 2021 Plan have a ten-year contractual term and typically vest over a three-year period, contingent upon continued service with the Company. | |||||
Number of shares granted | 79,886 | 0 | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - 2011 and 2021 Plans - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Outstanding, Beginning Balance | 4,759,530 | ||
Shares, Granted | 3,467,069 | 1,723,750 | 676,500 |
Shares, Exercised | (236,706) | ||
Shares, Forfeited or Expired | (36,875) | ||
Shares Outstanding, Ending Balance | 7,953,018 | 4,759,530 | |
Shares, Exercisable | 3,497,825 | ||
Shares, Vested and Expected To Vest | 7,953,018 | ||
Weighted-Average Exercise Price, Beginning Balance | $ 4.55 | ||
Weighted-Average Exercise Price, Granted | 14.63 | ||
Weighted-Average Exercise Price, Exercised | 1.88 | ||
Weighted-Average Exercise Price, Forfeited or Expired | 5.89 | ||
Weighted-Average Exercise Price, Ending Balance | 9.02 | $ 4.55 | |
Weighted-Average Exercise Price, Exercisable | 4.22 | ||
Weighted-Average Exercise Price, Vested and Expected To Vest | $ 9.02 | ||
Weighted-Average Remaining Contractual Term (Years) | 8 years 1 month 28 days | 7 years 10 months 2 days | |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 6 years 5 months 23 days | ||
Weighted-Average Remaining Contractual Term (Years), Vested and expected to vest | 8 years 1 month 28 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions used in Determining Fair Value (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 52.00% | 51.00% | 46.00% |
Expected volatility, maximum | 55.00% | 56.00% | 49.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 5 years 9 months | ||
Risk-free rate, minimum | 0.47% | 0.35% | 1.73% |
Risk-free rate, maximum | 1.20% | 1.66% | 2.53% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 9 months | 5 years 9 months | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months | 6 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units - 2021 Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity Option Awards, Granted | 79,886 | 0 | 0 |
Equity Option Awards, Ending balance | 79,886 | ||
Weighted-Average Grant-Date Fair value per Unit, Granted | $ 18.84 | ||
Weighted-Average Grant-Date Fair value per Unit, Ending balance | $ 18.84 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, description | The Company sponsors a defined contribution plan for eligible employees who are 21 years of age with three months of service can voluntarily contribute up to 100% of their eligible compensation. | ||
Defined contribution plan minimum annual contributions per employee percent | 3.00% | ||
Defined benefit plan, plan assets, contributions by employer | $ 2,782 | $ 2,027 | $ 1,688 |
Defined contribution plan, maximum voluntarily contributions percent | 100.00% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pre-tax (loss) / income | |||
Domestic | $ (17,030) | $ 5,320 | $ 370 |
Foreign | 4,050 | (295) | 1,600 |
(Loss) income before income taxes | (12,980) | 5,025 | 1,970 |
Current tax expense / (benefit): | |||
Federal | (165) | (94) | (604) |
State | (36) | 205 | 289 |
Foreign | 744 | 109 | 283 |
Total current tax expense / (benefit) | 543 | 220 | (32) |
Deferred tax expense / (benefit): | |||
Federal | (3,506) | (4,559) | (1,010) |
State | (464) | (343) | (105) |
Foreign | 170 | (91) | |
Change in valuation allowance | 3,970 | 6,300 | |
Total deferred tax expense / ( benefit) | 170 | 1,307 | (1,115) |
Total tax expense / (benefit): | |||
Federal | (3,671) | (4,653) | (1,614) |
State | (500) | (138) | 184 |
Foreign | 914 | 18 | 283 |
Change in valuation allowance | 3,970 | 6,300 | |
Total income tax expense (benefit) | $ 713 | $ 1,527 | $ (1,147) |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Receivable allowances | $ 213 | $ 264 |
Accrued expenses | 339 | 358 |
S263A capitalizable costs | 218 | 127 |
Inventory reserves | 3,957 | 3,329 |
Research and development credits | 3,249 | 2,315 |
Net operating losses | 5,740 | 3,412 |
Transaction costs | 163 | |
Interest expense | 387 | |
Stock-based Compensation | 2,208 | 1,157 |
Other | 530 | 414 |
Total deferred tax assets | 16,841 | 11,539 |
Valuation allowance | (10,270) | (6,300) |
Net deferred tax assets | 6,571 | 5,239 |
Deferred tax liabilities: | ||
Property and Equipment | (5,975) | (4,320) |
Section 481 adjustment | (178) | (361) |
Patents and trademarks | (496) | (458) |
Total deferred tax liabilities | (6,649) | (5,139) |
Total net deferred tax (liability) asset | $ (78) | |
Total net deferred tax (liability) asset | $ 100 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 10,270,000 | $ 6,300,000 |
Unrecognized tax benefits | 1,227,000 | |
Unrecognized tax benefits, income tax penalties and interest expense | 0 | |
Cash | 109,352,000 | 17,501,000 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 25,119,000 | $ 14,813,000 |
Net operating loss carryforwards, expiration description | indefinite | indefinite |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 27,820,000 | |
Net operating loss carryforwards, expiration year | 2037 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Cash | $ 2,593,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Provision for Income Taxes at Federal Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits - beginning of period | $ 627 | $ 731 |
Increases related to current year tax positions | 102 | |
Increases related to prior year tax positions | 712 | 10 |
Decreases related to prior year tax positions | (104) | (114) |
Gross unrecognized tax benefits - end of period | $ 1,337 | $ 627 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. federal tax rate | $ (2,726) | $ 1,055 | $ 414 |
State taxes net of federal benefit | (492) | 99 | 32 |
Non-U.S. earnings taxed at rates different than the U.S. statutory rate | (150) | 80 | (53) |
Foreign source earnings, net of associated foreign tax credits | 601 | 306 | 328 |
Benefit of tax credits | (1,569) | (670) | (715) |
Stock based compensation | (212) | (4,913) | (1,074) |
PPP loan forgiveness | (861) | ||
Change in valuation allowance | 3,970 | 6,300 | |
Impact of NOL carryback | (174) | ||
Change in unrecognized tax benefits | 710 | 10 | 731 |
State tax true-ups | (618) | ||
Other | 581 | 121 | (18) |
Total income tax expense (benefit) | $ 713 | $ 1,527 | $ (1,147) |
Commitments And Contigencies -
Commitments And Contigencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease expiration year | 2029 | ||
Rent expense | $ 1,369 | $ 1,316 | $ 1,689 |
Commitments and Contigencies _2
Commitments and Contigencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 1,161 |
2023 | 1,178 |
2024 | 1,196 |
2025 | 1,062 |
2026 | 1,091 |
Thereafter | 2,371 |
Total minimum lease payments | $ 8,059 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 66 | $ 125 | |
Payments to acquire property and equipment | 18,296 | 9,653 | $ 17,261 |
Selling, general and administrative expenses from transactions with related party | 542 | 520 | 446 |
Tray Manufucturer | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 209 | 102 | |
Payments to acquire property and equipment | $ 1,876 | 1,703 | 997 |
Director | License Agreement | |||
Related Party Transaction [Line Items] | |||
Percentage of revenue paid as royalty | 4.00% | ||
Royalty estimated useful life | 15 years | ||
Related party transaction term of agreement | 20 years | ||
Due to related parties | $ 163 | 175 | |
Payments to related party | 87 | 111 | 126 |
Non Officer Employee | Standard Supplier Quality Agreement | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 226 | 119 | |
Payments to related party | 874 | $ 715 | $ 472 |
Minimum | Director | License Agreement | |||
Related Party Transaction [Line Items] | |||
Related party transaction to related party | $ 250 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information - (Details) | 12 Months Ended | ||
Dec. 31, 2021CustomerCountry | Dec. 31, 2020CustomerCountry | Dec. 31, 2019CustomerCountry | |
Segment Reporting Information [Line Items] | |||
Number of customers accounted for more than ten percent of total product sales | Customer | 0 | 0 | 0 |
Number of customers accounted for more than ten percent of consolidated accounts receivable | Customer | 0 | 0 | |
International | |||
Segment Reporting Information [Line Items] | |||
Number of countries accounted more than ten percent of net revenue | Country | 0 | 0 | 0 |
Number of countries accounted more than ten percent of total non-current assets | Country | 0 | 0 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Total Net Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total net revenue | $ 147,464 | $ 110,981 | $ 106,280 |
United States | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 130,112 | 100,547 | 95,323 |
International | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | $ 17,352 | $ 10,434 | $ 10,957 |
Segment and Geographic Inform_5
Segment and Geographic Information - Schedule of Total Non-current Assets, Excluding Deferred Taxes, by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 55,015 | $ 25,688 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total assets | 51,809 | 23,269 |
International | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,206 | $ 2,419 |
Subsequent Events - Additional
Subsequent Events - Additional Information - (Details) - USD ($) $ in Thousands | Jan. 10, 2022 | Jan. 04, 2022 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||
Proceeds from revolving credit facility | $ 780 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Purchase price of Headquarters | $ 18,300 | ||
Disior | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cash consideration | $ 18,000 | ||
Maximum earn out payment | 8,000 | ||
Disior | Term Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Proceeds from revolving credit facility | $ 20,000 |