Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 19, 2019 | Jul. 19, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Establishment Labs Holdings Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001688757 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 20,389,103 | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 157,196,610 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 52,639 | $ 10,864 |
Accounts receivable, net of allowance for doubtful accounts of $926 and $1,512 | 17,648 | 13,108 |
Inventory, net | 24,845 | 13,173 |
Prepaid expenses and other current assets | 4,303 | 2,237 |
Total current assets | 99,435 | 39,382 |
Long-term assets: | ||
Property and equipment, net of accumulated depreciation of $5,230 and $3,179 | 12,913 | 13,500 |
Goodwill | 465 | 465 |
Intangible assets, net of accumulated amortization of $1,213 and $573 | 3,445 | 3,401 |
Restricted cash | 0 | 75 |
Other non-current assets | 315 | 272 |
Total assets | 116,573 | 57,095 |
Current liabilities: | ||
Accounts payable | 6,239 | 9,131 |
Accrued liabilities | 6,125 | 2,326 |
Notes payable related party, including accrued interest | 0 | 4,921 |
Note payable, Madryn, net of debt discount and issuance costs | 0 | 19,167 |
Other liabilities, short term | 4,083 | 1,228 |
Total current liabilities | 16,447 | 57,435 |
Long-term liabilities: | ||
Note payable, Madryn, net of debt discount and issuance costs | 22,322 | 0 |
Madryn put option | 4,768 | 0 |
Total liabilities | 47,088 | 62,108 |
Commitments and contingencies (Note 7) | ||
Shareholders’ equity (deficit): | ||
Additional paid-in-capital | 15,156 | 27,986 |
Treasury shares, at cost, 408,070 and 1,221,210 shares held at December 31, 2018 and 2017, respectively | (2,854) | (6,465) |
Accumulated deficit | (88,975) | (67,877) |
Accumulated other comprehensive income | 449 | 76 |
Total shareholders’ equity (deficit) | 69,485 | (5,013) |
Total liabilities and shareholders’ equity (deficit) | 116,573 | 57,095 |
Other Liabilities, Noncurrent | 3,551 | 4,673 |
Ordinary Class A and B | ||
Shareholders’ equity (deficit): | ||
Common stock, value, issued | 0 | 13,427 |
Ordinary Class C, D, E, F, G, and G-1 | ||
Shareholders’ equity (deficit): | ||
Common stock, value, issued | 0 | 27,840 |
Common Shares | ||
Shareholders’ equity (deficit): | ||
Common stock, value, issued | 145,709 | 0 |
Put Option | ||
Current liabilities: | ||
Derivative liability, current | 0 | 20,302 |
Call Option | ||
Current liabilities: | ||
Derivative liability, current | $ 0 | $ 360 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, allowance for doubtful accounts | $ 926 | $ 1,512 |
Accumulated depreciation, depletion and amortization, property, plant, and equipment | 5,230 | 3,179 |
Intangible assets, accumulated amortization | $ 1,213 | $ 573 |
Common stock, shares authorized (in shares) | 109,447,799 | |
Treasury stock, shares (in shares) | 408,070 | 1,221,210 |
Ordinary Class A and B | ||
Common stock, par value (in USD per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 0 | 21,206,630 |
Common stock, shares issued (in shares) | 0 | 13,427,536 |
Common stock, shares outstanding (in shares) | 0 | 12,206,326 |
Ordinary Class C, D, E, F, G, and G-1 | ||
Common stock, par value (in USD per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 0 | 2,316,169 |
Common stock, shares issued (in shares) | 0 | 2,316,169 |
Common stock, shares outstanding (in shares) | 0 | 2,316,169 |
Common Shares | ||
Common stock, par value (in USD per share) | $ 0 | $ 1 |
Common stock, shares authorized (in shares) | 84,050,000 | |
Common stock, shares issued (in shares) | 20,672,025 | 0 |
Common stock, shares outstanding (in shares) | 20,263,955 | 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 61,208 | $ 34,681 |
Cost of revenue | 25,090 | 16,979 |
Gross profit | 36,118 | 17,702 |
Operating expenses: | ||
Sales, general and administrative | 47,295 | 30,821 |
Research and development | 12,687 | 6,864 |
Total operating expenses | 59,982 | 37,685 |
Loss from operations | (23,864) | (19,983) |
Interest income | 16 | 19 |
Interest expense | (8,814) | (10,420) |
Change in fair value of derivative instruments | 15,894 | (2,428) |
Change in fair value of contingent consideration | (1,727) | 0 |
Initial public offering expenses | 0 | (1,585) |
Other income (expense), net | (2,388) | (395) |
Loss before income taxes | (20,883) | (34,792) |
Benefit (provision) for income taxes | (215) | (105) |
Net loss | $ (21,098) | $ (34,897) |
Basic and diluted (in usd per share) | $ (1.22) | $ (3.41) |
Weighted average common shares outstanding, basic and diluted (in shares) | 17,350,705 | 10,230,586 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (21,098) | $ (34,897) |
Other comprehensive income: | ||
Foreign currency translation gain | 373 | 76 |
Other comprehensive gain | 373 | 76 |
Comprehensive loss | $ (20,725) | $ (34,821) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (21,098) | $ (34,897) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,810 | 1,939 |
(Bad debt recovery) provision for doubtful accounts | (547) | 943 |
Provision for inventory obsolescence | 204 | 0 |
Share-based compensation | 7,320 | 3,303 |
Loss from disposal of property and equipment | 79 | 0 |
Write off of deferred offering costs | 0 | 1,585 |
Unrealized foreign currency (gain) loss, net | 2,217 | 0 |
Change in fair value of derivative instruments | (15,894) | 2,428 |
Change in fair value of contingent consideration | 1,727 | 0 |
Conversion of accrued interest into principal and amortization of debt discount | 3,317 | 7,054 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,667) | (6,911) |
Inventory | (6,984) | (6,437) |
Prepaid expenses and other current assets | (2,192) | (1,681) |
Other assets | (45) | (570) |
Accounts payable | (3,905) | (878) |
Accrued liabilities | 3,801 | 1,103 |
Other liabilities | (28) | 1,049 |
Net cash used in operating activities | (33,885) | (31,970) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,731) | (901) |
Cash used in asset acquisitions | (3,959) | 0 |
Cost incurred for intangible assets | (41) | (40) |
Increase (decrease) in restricted cash | 0 | 96 |
Net cash used in investing activities | (5,731) | (845) |
Cash flows from financing activities: | ||
Borrowings on short-term notes payable | 0 | 1,000 |
Borrowings under Madryn credit agreement, net of issuance costs | 0 | 38,465 |
Repayments on short term notes payable | 0 | (1,200) |
Repayments on related-party notes payable | 5,083 | 0 |
Repayments under Perceptive credit agreement | 0 | (15,000) |
Payments of deferred offering costs | 0 | (914) |
Repayments on capital leases | (311) | (291) |
Deferred equity issuance costs, IPO | (1,468) | 0 |
Cash used to repurchase warrants | 0 | (2,400) |
Proceeds from stock option exercises | 643 | 0 |
Proceeds from warrant exercises | 121 | 0 |
Shares repurchased | 0 | (4,507) |
Net cash provided by financing activities | 81,527 | 42,993 |
Effect of exchange rate changes on cash | (136) | 207 |
Net increase in cash | 41,775 | 10,385 |
Cash at beginning of period | 10,864 | 479 |
Cash at end of period | 52,639 | 10,864 |
Supplemental disclosures: | ||
Cash paid for interest | 5,379 | 2,862 |
Cash paid for income taxes | 136 | 147 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Unpaid balance for property and equipment | 717 | 783 |
Assets acquired under capital leases | 94 | 209 |
Extinguishment of warrants with related party | 0 | 958 |
Equity consideration in an asset acquisition | 120 | 0 |
Consideration payable related to asset acquisitions | 1,276 | 0 |
Conversion of related party convertible notes payable into ordinary shares | 0 | 24,252 |
Liability to issues shares in business acquisition | 0 | 964 |
Consideration payable related to business acquisition | 0 | 1,704 |
Goodwill recorded in business combination | 0 | 210 |
Property, equipment and prepaids acquired in business acquisition | 0 | 1,498 |
Intangible assets acquired in business acquisition | 0 | 1,304 |
Issuance of common shares in partial settlement of contingent consideration | 863 | 0 |
Transfer from restricted cash to prepaid expenses and other current assets | 75 | 0 |
Ordinary Shares | ||
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares | 16,102 | 27,840 |
Common Shares | ||
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares | $ 71,523 | $ 0 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Shares | Ordinary Shares | Treasury Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | IPO | IPOCommon Shares |
Beginning balance at Dec. 31, 2016 | $ (26,435) | $ 0 | $ 7,118 | $ (3,611) | $ 3,038 | $ (32,980) | $ 0 | ||
Shares, outstanding at Dec. 31, 2016 | 0 | 7,118,753 | 813,140 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of ordinary shares (in shares) | 2,316,169 | ||||||||
Issuance of ordinary shares | 27,840 | $ 27,840 | |||||||
Extinguishment of warrants with related party (in shares) | 207,716 | ||||||||
Extinguishment of warrant with related party | 2,400 | $ 208 | 2,192 | ||||||
Conversion of related party convertible notes payable (in shares) | 5,869,417 | ||||||||
Conversion of related party convertible notes payable | 24,252 | $ 5,869 | 18,383 | ||||||
Issuance of shares in a business combination (in shares) | 35,714 | ||||||||
Issuance of shares in a business combination | 344 | $ 36 | 308 | ||||||
Repurchase of ordinary shares (in shares) | (408,070) | ||||||||
Repurchase of ordinary shares | (2,854) | $ (2,854) | |||||||
Share-based compensation (in shares) | 195,936 | ||||||||
Share-based compensation | 3,303 | $ 196 | 3,107 | ||||||
Foreign currency translation gain | 76 | 76 | |||||||
Net loss | $ (34,897) | (34,897) | |||||||
Stock option exercises (in shares) | 0 | ||||||||
Shares, outstanding at Dec. 31, 2017 | 0 | 15,743,705 | 1,221,210 | ||||||
Ending balance at Dec. 31, 2017 | $ (5,013) | $ 0 | $ 41,267 | $ (6,465) | 27,986 | (67,877) | 76 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of ordinary shares (in shares) | 1,011,174 | 4,272,568 | |||||||
Issuance of ordinary shares | 16,102 | $ 16,180 | (78) | $ 70,055 | $ 70,055 | ||||
Issuance of shares in a business combination (in shares) | 33,333 | ||||||||
Issuance of shares in a business combination | 862 | $ 862 | |||||||
Issuance of shares in an asset acquisition (in shares) | 5,000 | ||||||||
Issuance of shares in an asset acquisition | 120 | $ 120 | |||||||
Share-based compensation (in shares) | 80,786 | 167,723 | |||||||
Share-based compensation | 7,320 | $ 81 | $ 168 | 7,071 | |||||
Foreign currency translation gain | 373 | 373 | |||||||
Net loss | (21,098) | ||||||||
Conversion of ordinary shares to common shares (in shares) | (16,215,710) | (16,215,710) | |||||||
Conversion of ordinary shares to common shares | $ 0 | $ 74,256 | $ (56,908) | (17,348) | |||||
Warrant exercises (in shares) | 40,174 | 38,785 | |||||||
Warrant exercises | $ 121 | $ 128 | (7) | ||||||
Stock option exercises (in shares) | 132,091 | 25,843 | 106,248 | ||||||
Stock option exercises | $ 643 | $ 207 | $ 106 | 330 | |||||
Retirement of treasury shares (in shares) | (813,140) | (813,140) | |||||||
Retirement of treasury shares | 0 | $ (813) | $ 3,611 | (2,798) | |||||
Shares, outstanding at Dec. 31, 2018 | 20,672,025 | 0 | 408,070 | ||||||
Ending balance at Dec. 31, 2018 | $ 69,485 | $ 145,709 | $ 0 | $ (2,854) | $ 15,156 | $ (88,975) | $ 449 |
Formation and Business of the C
Formation and Business of the Company | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Business of the Company | Formation and Business of the Company Formation and Business of the Company Establishment Labs Holdings Inc. and its wholly owned subsidiaries (collectively “the Company”, “we”, “us”, or “our”) is a global company that manufactures and markets innovative medical devices for aesthetic plastic surgery and reconstructive plastic surgery. The Company was established in the British Virgin Islands on October 9, 2013, at which time Establishment Labs, S.A., the Costa Rican manufacturing company, was reincorporated as a wholly-owned subsidiary. As of December 31, 2018, the Company also has wholly-owned subsidiaries in the United States (JAMM Technologies, Inc. and Motiva USA LLC), Belgium (European Distribution Center Motiva BVBA), Brazil (Establishment Labs Produtos para Saude Ltda), France (Motiva Implants France SAS), Sweden (Motiva Nordica AB), Switzerland (JEN-Vault AG), the United Kingdom (Motiva Implants UK Limited) and Italy (Motiva Italy S.R.L). In January 2019, the Company established a wholly-owned subsidiary in Spain (Motiva Implants Spain, S.L.). Substantially all of the Company’s revenues are derived from the sale of silicone breast implants under the brand of Motiva Implants. The main manufacturing activities are conducted at two manufacturing facilities in Costa Rica. Beginning in 2010, the Company began operating under the Costa Rica free zone regime (Régimen de Zona Franca), which provides for reduced income tax and other tax obligations pursuant to an agreement with the Costa Rican authorities. The Company’s products are approved for sale in Europe, the Middle East, Latin America, and Asia. The Company sells its products internationally through a combination of distributors and direct sales to customers. The Company is pursuing regulatory approval to commercialize its products in the United States. We received approval of an investigational device exemption, or IDE, from the FDA in March 2018 to initiate our Motiva Implants clinical trial in the United States and the first patient in the study was enrolled in April 2018. The Company has been expanding its global operations through a series of acquisitions and establishing wholly-owned subsidiaries. In November 2015, the Company purchased certain assets from Magna Equities I, LLC and established its wholly-owned subsidiary, JAMM Technologies, Inc., in the United States. In January 2016, the Company purchased a distribution company in Brazil to support the application to sell its products in Brazil. In March 2016, the Company purchased a storage and distribution company in Belgium to support its continued growth in Europe. In September 2016, the Company purchased a distribution company in France and established a wholly-owned subsidiary in Switzerland. In November 2017, the Company acquired certain assets from Femiline AB and established its wholly-owned subsidiary in Sweden, Motiva Nordica AB. During 2018, the Company has established wholly-owned subsidiaries in the United Kingdom and Italy and purchased certain assets from Menke Med GmbH, Motiva Matrix Spain SL and Belle Health Ltd. In January 2019, the Company established a wholly-owned subsidiary in Spain. Initial Public Offering On July 23, 2018, the Company completed its initial public offering, or IPO, whereby it sold a total of 4,272,568 common shares at $18.00 per share including 557,291 shares sold to underwriters for the exercise of their option to purchase additional shares. The Company received net proceeds from the IPO of approximately $70.1 million , after deducting underwriting discounts and commissions of $5.4 million and deferred offering costs of $1.5 million . Concurrent with the closing of the IPO, the following transactions were completed in accordance with the related agreements: • the Company amended and restated its Memorandum of Association and Articles of Association, or the Articles, to automatically convert all outstanding classes of the Company’s stock into common shares of a single class of no par value. An unlimited number of common shares was authorized. • The Board of Directors determined no further awards would be issued from the 2015 Equity Plan and approved the 2018 Equity Incentive Plan, or the 2018 Plan, with an initial reserve of 1,500,000 of the Company’s common shares for issuance; • The Board of Directors adopted the 2018 Employee Share Purchase Plan, or the ESPP, with an initial reserve of 100,000 of the Company’s common shares for issuance. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and the applicable rules and regulations of the Securities and Exchange Commission, or SEC. The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries as of December 31, 2018 as follows: Subsidiary Incorporation/Acquisition Date Establishment Labs, S.A. (Costa Rica) January 18, 2004 Motiva USA, LLC (USA) February 20, 2014 JAMM Technologies, Inc. (USA) October 27, 2015 Establishment Labs Produtos par Saude Ltda (Brazil) January 4, 2016 European Distribution Center Motiva BVBA (Belgium) March 4, 2016 Motiva Implants France SAS (France) September 12, 2016 JEN-Vault AG (Switzerland) November 22, 2016 Motiva Nordica AB (Sweden) November 2, 2017 Motiva Implants UK Limited July 31, 2018 Motiva Italy S.R.L July 31, 2018 All intercompany accounts and transactions have been eliminated in consolidation. Segments The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region, for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The Company and its Chief Executive Officer evaluate performance based primarily on revenue in the geographic regions in which the Company operates. Geographic Concentrations The Company derives all of its revenues from sales to customers in Europe, the Middle East, Latin America, and Asia, and has not yet received approval to sell its products in the United States. For the year ended December 31, 2018 , Brazil accounted for 15.7% of consolidated revenue and no other individual country exceeded 10% of consolidated revenue, on a ship-to destination basis. For the year ended December 31, 2017 , no individual country exceeded 10% of consolidated revenue, on a ship-to destination basis. The Company’s long-lived assets located in Costa Rica represented the majority of the total long-lived assets as of December 31, 2018 and 2017 . Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant accounting estimates and management judgments reflected in the consolidated financial statements include items such as accounts receivable valuation and allowances, inventory valuation and allowances, valuation of acquired intangible assets, valuation of contingent consideration, valuation of derivatives, estimation of assets’ useful lives and valuation allowances of deferred income tax assets. Estimates are based on historical experience, where applicable, and other assumptions believed to be reasonable by management. Actual results may differ from those estimates under different assumptions or conditions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash, restricted cash and accounts receivable. The majority of the Company’s cash is held at one financial institution in the United States. The Company has not experienced any losses on its deposits of cash. All of the Company’s revenue has been derived from sales of its products in international markets, principally Europe, Middle East, Latin America, and Asia. In the international markets in which the Company participates, the Company uses a combination of distributors and makes direct sales to customers. The Company performs ongoing credit evaluations of its distributors and customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. During the year ended December 31, 2018 and 2017 , no customers accounted for more than 10% of the Company’s revenue. No customers accounted for more than 10% of the Company’s accounts receivable balance as of December 31, 2018 and 2017 . Substantially all of the Company’s revenues are derived from the sale of Motiva Implants. The Company relies on NuSil Technology, LLC, or NuSil, as the sole supplier of medical-grade silicone used in Motiva Implants as well as other products that are manufactured under contract to other customers. During the year ended December 31, 2018 and 2017 , the Company had purchases of $14.8 million , or 63.4% of total purchases, and $10.2 million , or 40.6% of total purchases, respectively, from Nusil. As of December 31, 2018 and 2017 , we had an outstanding balance owed to this vendor of $0.8 million and $0.7 million , respectively. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of regulatory approval of the Company’s current and potential future products, uncertainty of market acceptance of the Company’s products, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. Products developed by the Company require clearances from the FDA or other international regulatory agencies prior to commercial sales. There can be no assurance that the products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed, or the Company was unable to maintain its existing clearances, these developments could have a material adverse impact on the Company. Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as of December 31, 2018 and 2017 . Restricted Cash As of December 31, 2017, the restricted cash balance represented a certificate of deposit collateralizing payment of charges related to the Company's corporate credit card. As of December 31, 2018, the funds were included in “Prepaid expenses and other current assets” as the Company anticipates the restriction to be lifted in 2019. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable is stated at invoice value less estimated allowances for returns and doubtful accounts. The Company continually monitors customer payments and maintains an allowance for estimated losses resulting from customers’ inability to make required payments. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition. In cases where there are circumstances that may impair a specific customer’s ability to meet its financial obligations, an allowance is recorded against amounts due, which reduces the net recognized receivable to the amount reasonably believed to be collectible. Inventory and Cost of Revenue Inventory is stated at the lower of cost to purchase or manufacture the inventory or the net realizable value of such inventory. Cost is determined using the standard cost method which approximates actual costs using the first-in, first-out basis. The Company regularly reviews inventory quantities considering actual losses, projected future demand, and remaining shelf life to record a provision for excess and slow-moving inventory. As of December 31, 2018 , an allowance of $0.2 million was recorded for inventory obsolescence. No inventory allowance has been recorded as of December 31, 2017 . The Company recognizes the cost of inventory transferred to the customer in cost of revenue when revenue is recognized. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in selling, general and administrative, or SG&A, expenses. For the year ended December 31, 2018 and 2017 , shipping and handling costs were $2.0 million and $1.3 million , respectively. Revenue Recognition The Company recognizes revenue related to sales of products to distributors or directly to customers in markets where it has regulatory approval, net of trade discounts and allowances. The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 605 Revenue Recognition when all of the following criteria are met: ▪ persuasive evidence of an arrangement exists; ▪ the sales price is fixed or determinable; ▪ collection of the relevant receivable is probable at the time of sale; and ▪ delivery has occurred or services have been rendered. The Company recognizes revenue related to the sales of products to distributors at the time of shipment of the product, which represents the point in time when the customer has taken ownership and assumed the risk of loss and the required revenue recognition criteria are satisfied. The Company’s distributors are obligated to pay within specified terms regardless of when, or if, they sell the products. The Company’s contracts with distributors typically do not contain right of return or price protection and have no post-delivery obligations. Appropriate reserves are established for anticipated sales returns based on historical experience, recent gross sales and any notification of pending returns. The Company recognizes revenue when title to the product and risk of loss transfer to customers, provided there are no remaining performance obligations required of the Company or any written matters requiring customer acceptance. The Company allows for the return of product from direct customers in certain regions within fifteen days after the original sale and records estimated sales returns as a reduction of sales in the same period revenue is recognized. Sales return provisions are calculated based upon historical experience with actual returns. Actual sales returns in any future period are inherently uncertain and thus may differ from the estimates. If actual sales returns differ significantly from the estimates, an adjustment to revenue in the current or subsequent period is recorded. As of December 31, 2018 , an allowance of $52,000 was recorded for product returns. Prior to 2018, returns of products have been de minimis and accordingly no allowance for returns was recorded as of December 31, 2017 . A portion of the Company’s revenue is generated from the sale of consigned inventory maintained at physician, hospital, and clinic locations. For these products, revenue is recognized at the time the Company is notified by the consignee that the product has been implanted, not when the consigned products are delivered to the consignee’s warehouse. The Company has a limited warranty to distributors for the shelf life of the product, which is five years from the time of manufacture. Estimated warranty obligations are recorded at the time of sale. The Company also offers a warranty to patients in the event of rupture and a replacement program for capsular contracture events provided certain registration requirements are met. Revenue for extended warranties are recognized ratably over the term of the agreement. To date, these warranty and program costs have been de minimis. The Company will continue to evaluate the warranty reserve policies for adequacy considering claims history. Deferred revenue primarily consists of payments received in advance of meeting revenue recognition criteria. The Company has received payments from distributors to provide distribution exclusivity within a geographic area and recognizes deferred revenue on a ratable basis over the term of such contractual distribution relationship. Additionally, the Company has received payments from customers in direct markets prior to surgical implantation, and recognizes deferred revenue at the time the Company is notified by the customer that the product has been implanted. For all arrangements, any revenue that has been deferred and is expected to be recognized beyond one year is classified as long-term deferred revenue and included in “Other liabilities, long term” on the consolidated balance sheets. Research and Development Costs related to research and development, or R&D, activities are expensed as incurred. R&D costs primarily include personnel costs, materials, clinical expenses, regulatory expenses, product development, consulting services, outside research activities, all of which are directly related to research and development activities. The Company estimates FDA clinical trial expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations that conduct and manage clinical trials on its behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of patient enrollment and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Selling, General and Administrative Expenses SG&A expenses include sales and marketing costs, payroll and related benefit costs, insurance expenses, shipping and handling costs, legal and professional fees and administrative overhead. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the assets’ estimated useful lives of five to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful life of the asset or the remaining lease term after factoring expected renewal periods. Upon retirement or disposal of assets, the costs and related accumulated depreciation are eliminated from the accounts and any gain or loss is recognized in operations. Maintenance and repairs are expensed as incurred. Substantially all of the Company’s manufacturing operations and related property and equipment is located in Costa Rica. Goodwill and Intangible Assets The Company records the excess of the acquisition purchase price over the net fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other, the Company tests goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with the annual impairment test for goodwill, the Company elected the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines that it was more likely than not that the fair value of the reporting unit is less than its carrying amount, then the quantitative impairment test is performed. Consistent with the Company's assessment that it has only one reporting segment, the Company has determined that it has only one reporting unit and, if a quantitative assessment is needed, tests goodwill for impairment at the entity level using the two-step process required by ASC 350. In the first step, the Company compares the carrying amount of the reporting unit to the fair value of the enterprise. If the fair value of the enterprise exceeds the carrying value, goodwill is not considered impaired and no further testing is required. If the carrying value of the enterprise exceeds the fair value, goodwill is potentially impaired, and the second step of the impairment test must be performed. In the second step, the Company compares the implied fair value of the goodwill, as defined by ASC 350, to its carrying amount to determine the impairment loss, if any. The Company capitalizes certain costs related to intangible assets, such as patents and trademarks and records purchased intangible assets at their respective estimated fair values at the date of acquisition. Purchased finite-lived intangible assets are being amortized using the straight-line method over their remaining estimated useful lives, which range from two to fifteen years. The Company evaluates the remaining useful lives of intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to the remaining estimated amortization period. The Company tests indefinite-lived intangible assets for impairment on at least an annual basis and whenever circumstances suggest the assets may be impaired. If indicators of impairment are present, the Company evaluates the carrying value of the intangible assets in relation to estimates of future undiscounted cash flows. The Company also evaluates the remaining useful life of an indefinite-lived intangible asset to determine whether events and circumstances continue to support an indefinite useful life. During the years ended December 31, 2018 and 2017 , there has been no impairment of goodwill or intangible assets based on the qualitative assessments performed by the Company. Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. There were no impairment charges, or changes in estimated useful lives recorded d uring the years ended December 31, 2018 and 2017 . Debt and Embedded Derivatives The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company records, when necessary, discounts to notes payable for the intrinsic value of conversion and other options embedded in debt instruments as a beneficial conversion option based upon the differences between the fair value of the underlying shares at the commitment date of the note transaction and the effective conversion price embedded in the note (see Note 6). The Company uses option pricing valuation models to determine the fair value of embedded derivatives and records any change in fair value as a component of other income or expense in the consolidated statements of operations (see Note 5). Debt Issuance Costs and Debt Discounts Costs incurred in connection with the issuance of new debt are capitalized. Capitalizable debt issuance costs paid to third parties and debt discounts, net of amortization, are recorded as a reduction to the long-term debt balance on the consolidated balance sheets. Amortization expense on capitalized debt issuance costs and debt discounts related to loans are calculated using the effective interest method over the term of the loan commitment and is recorded as interest expense in the condensed consolidated statements of operations. Income Taxes The Company records income taxes using 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 recognized in the Company’s consolidated financial statements or income tax returns. In estimating future tax consequences, expected future events, enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on 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 greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2018 and 2017 . Foreign Currency The financial statements of the Company’s foreign subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income (loss)” as equity in the consolidated balance sheet. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within “Other income (expense), net” in the consolidated statements of operations. For the year ended December 31, 2018 , foreign currency transaction loss amounted to $2.4 million as compared to a foreign currency transaction gain of $0.4 million for the year ended December 31, 2017 . Deferred Offering Costs Deferred offering costs, consisting of legal, accounting and other fees and costs relating to the Company’s IPO, are capitalized within “Other non-current assets” on the consolidated balance sheet. Due to a delayed IPO process beyond 90 days, the Company expensed the previously deferred offering costs of $1.6 million during the year ended December 31, 2017. In 2018, the Company resumed the IPO activities and capitalized $1.5 million of deferred offering costs which, upon completion of the IPO, were reclassified to equity to offset the IPO proceeds. Comprehensive Income (Loss) The Company’s comprehensive loss consists of net loss and foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries. Share-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards in accordance with the provisions of ASC 718, Stock Compensation . Stock-based awards granted include stock options, restricted stock units, or RSUs, and restricted stock awards, or RSAs. Share-based compensation expense for stock options granted to employees and RSAs is measured at the grant date based on the fair value of the awards and is recognized as an expense ratably on a straight-line basis over the requisite service period. The fair value of options to purchase shares granted to employees is estimated on the grant date using the Black-Scholes option valuation model. The Company accounts for stock options issued to non-employees under ASC 505-50 Equity: Equity-Based Payments to Non-Employees , using the Black-Scholes option valuation model to value stock options. The fair value of such non-employee awards is remeasured at each quarter-end over the vesting period. The calculation of share-based compensation expense requires that the Company make assumptions and judgments about the variables used in the Black-Scholes model, including the expected term, expected volatility of the underlying common shares, risk-free interest rate and dividends. The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , under which it recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance (see Note 10). Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to shareholders by the weighted-average number of shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, any shares issuable upon exercise of share warrants, share options and non-vested restricted stock outstanding under the Company’s equity plan are potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for periods where the Company reported a net loss because including the dilutive securities would be anti-dilutive. Recent Accounting Standards Periodically, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, or JOBS Act, the Company meets the definition of an emerging growth company, and has elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company will remain an emerging growth company until the earliest of (1) the last day of its first fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion , or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common shares that are held by non-affiliates exceeds $700.0 million of the prior June 30th and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. The following recent accounting pronouncements issued by the FASB, could have a material effect on our financial statements: Recently Adopted Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. ASU 2014-09 is effective for non-public business entities beginning in fiscal 2019 as a result of ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ” which was issued by the FASB in August 2015 and extended the original effective date by one year. In 2016, the FASB issued additional updates to the new revenue standard relating to reporting revenue on a gross versus net basis, identifying performance obligations and licensing arrangements, and narrow-scope improvements and practical expedients, respectively. The effective date of this additional update is the same as that of ASU 2014-09. Although the Company is an emerging growth Company, as described above, effective the first quarter of 2019, the Company adopted ASC 606, Revenue from Contracts with Customers , and all the related amendments and applied it to all contracts that were not completed as of January 1, 2019 using the modified retrospective method. The impact of adoption on the Company’s consolidated balance sheet and consolidated statement of operations was assessed as not material. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which provides additional guidance on evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The guidance requires an entity to evaluate if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the new guidance would define this as an asset acquisition; otherwise, the entity then evaluates whether the asset meets the requirement that a business include, at a minimum, an input and substantive process that together significantly contribute to the ability to create outputs. The Company early adopted this ASU on a prospective basis on July 1, 2018. The adoption of this ASU did not have a material impact on the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . This ASU provides amendments to the current guidance on determining which changes to the terms and conditions of share-based payment awards require the application of modification accounting. The effects of a modification should be accounted for unless there are no changes between the fair value, vesting conditions, and classification of the modified award and the original award immediately before the original award is modified. ASU 2017-09 became effective for non-public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. The adoption of this ASU did not have a material impact on the financial statements. Recently Issued Accounting Standards In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements. The modifications removed the following disclosure requirements: (i) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU added the following disclosure requirements: (i) the changes in unrealized gains and losses for the period included in other comprehensive income ("OCI") for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) the range and weighted average of significant observable inputs used to develop Level 3 fair value measurements. This update is effective for non-public entities for annual and interim periods beginning after December 15, 2020, with early adoption permitted. As the requirements of this liter |
Balance Sheet Accounts
Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Accounts | Balance Sheet Accounts Inventory December 31, 2018 2017 (in thousands) Raw materials $ 3,349 $ 1,978 Work in process 1,244 1,132 Finished goods 20,252 10,063 $ 24,845 $ 13,173 Property and Equipment, Net December 31, 2018 2017 (in thousands) Machinery and equipment $ 7,145 $ 5,473 Vehicles 400 353 Furniture and fixtures 2,536 2,110 Leasehold improvements 8,062 8,743 Total 18,143 16,679 Less: Accumulated depreciation and amortization (5,230 ) (3,179 ) $ 12,913 $ 13,500 For the years ended December 31, 2018 and 2017 , depreciation and amortization expense related to property and equipment was $2.2 million and $1.6 million , respectively. The Company entered into capital leases relating to equipment and vehicles and recorded the fair value of the lease payments on the initial contract date, and is amortizing the assets over the term of the leases. As of December 31, 2018 and 2017 , the gross asset value for capital lease assets was $1.4 million and $1.3 million , respectively. Depreciation expense for assets under capital leases was $89,900 for the year ended December 31, 2018. Depreciation expense for assets under capital leases was de minimus for the year ended December 31, 2017. In August 2015, the Company entered into a contract with the Zona Franca Coyol, S.A. to have them build a new manufacturing facility in Costa Rica. The construction of the new 27,900 square foot facility began in November 2015 and was finished during the first quarter of fiscal 2017. The construction costs were paid for by the Company. The Company has an option to purchase the title to the building for approximately $3.5 million and on May 11, 2016 the Company provided notice of the intent to exercise the purchase right and anticipates completing the transaction by the end of Q2 2019 . Currently, the Company leases the building from Zona Franca Coyol, S.A. for approximately $28,000 per month. Accrued Liabilities Accrued liabilities consisted of the following: December 31, 2018 2017 (in thousands) Bonus $ 3,058 $ 748 Payroll and related expenses 1,300 798 Commissions 487 210 Other 1,280 570 $ 6,125 $ 2,326 Other Liabilities, Short Term Other liabilities, short-term consisted of the following: December 31, 2018 2017 (in thousands) Repurchase of warrants $ 2,261 $ — Contingent equity consideration (see Note 11) 914 321 Deferred revenue 908 907 $ 4,083 $ 1,228 In August 2017, the Company repurchased warrants for $4.7 million of which $2.3 million was still outstanding as of December 31, 2018 and 2017. The outstanding amount is due to be paid on August 1, 2019. Other Liabilities, Long Term Other liabilities, long-term consisted of the following: December 31, 2018 2017 (in thousands) Repurchase of warrants $ — $ 2,261 Contingent equity consideration (see Note 11) 914 643 Deferred revenue 1,186 927 Cash payable for asset acquisitions (see Note 11) 883 — Other 568 842 $ 3,551 $ 4,673 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Purchased intangibles include certain patents and license rights, 510(k) authorization by the FDA to sell a medical device and other intangible assets. The Company’s goodwill and most intangibles at December 31, 2018 are the result of various business combinations and business acquisitions the Company completed since 2015. Finite-lived intangibles are amortized over their estimated useful lives based on expected future benefit. In addition to the intangibles acquired, the Company capitalized certain patent and license rights as identified intangibles based on patent and license rights agreements entered into over the past several years. Additionally, the Company capitalized certain software development costs associated with its development of a manufacturing software module, which the Company began amortizing in fiscal 2017 upon implementation of the software. There were no changes in the carrying amount of goodwill during the year ended December 31, 2018 : Balance as of January 1, 2018 Additions Accumulated Impairment Losses Balance as of December 31, 2018 (in thousands) Goodwill $ 465 $ — $ — $ 465 Only goodwill related to the 2017 acquisition is deductible for tax purposes (see Note 11). The carrying amounts of these intangible assets as of December 31, 2018 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,669 $ (564 ) $ 1,105 7-12 Customer relationships 1,896 (381 ) 1,515 4-10 510(k) authorization 567 (118 ) 449 15 Developed technology 62 (34 ) 28 10 Capitalized software development costs 98 (98 ) — 2 Other 75 (18 ) 57 2-5 Capitalized patents and license rights not yet amortized 291 — 291 $ 4,658 $ (1,213 ) $ 3,445 The carrying amounts of intangible assets as of December 31, 2017 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,635 $ (361 ) $ 1,274 7-12 Customer relationships 1,304 (40 ) 1,264 10 510(k) authorization 567 (80 ) 487 15 Developed technology 62 (28 ) 34 10 Capitalized software development costs 98 (49 ) 49 2 Other 17 (15 ) 2 2-3 Capitalized patents and license rights not yet amortized 291 — 291 $ 3,974 $ (573 ) $ 3,401 The amortization expense associated with intangible assets was $0.6 million and $0.3 million for the year ended December 31, 2018 and 2017 , respectively. In fiscal 2018, non-product related amortization was recorded in SG&A while product related amortization was recorded in cost of revenue. In fiscal 2017, all amortization expense was recorded in cost of revenue as non-product related amortization was de minimus. As of December 31, 2018 , the amortization expense related to identifiable intangible assets, with definite useful lives, in future periods is expected to be as follows: Year Ending December 31, (in thousands) 2019 $ 729 2020 714 2021 674 2022 345 2023 109 Thereafter 583 Total $ 3,154 The Company evaluates the recoverability of goodwill and indefinite-lived intangible assets annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. As of December 31, 2018 , no triggering events have occurred which would indicate that the acquired intangible asset values may not be recoverable. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying value of the Company’s cash, restricted cash, accounts receivable, accounts payable and short-term notes payable approximate fair value due to the short-term nature of these items. Based on the borrowing rates available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the related-party notes payable approximates its fair value. Contingent equity consideration, warrants and put and call options that qualify for liability treatment are carried at fair value and re-measured at each reporting period. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: ▪ Level I Unadjusted quoted prices in active markets for identical assets or liabilities; ▪ Level II Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and ▪ Level III Uno bservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at period end: Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 (in thousands) Liabilities Madryn put option liability $ 4,768 $ — $ — $ 4,768 Acquisition-related contingent consideration 1,828 — — 1,828 $ 6,596 $ — $ — $ 6,596 Fair Value Measurements at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Liabilities Madryn put option liability $ 20,302 $ — $ — $ 20,302 Madryn call option liability 360 — — 360 Acquisition-related contingent consideration 964 — — 964 $ 21,626 $ — $ — $ 21,626 The fair value measurement of derivatives and acquisition-related contingent consideration are based on significant inputs not observed in the market and thus represents a Level 3 measurement. In August 2017 the Company entered into a credit agreement, or the Madryn Credit Agreement, with Madryn Health Partners, LP, or Madryn, as administrative agent, and a syndicate of lenders (see Note 6). The Company determined that the Madryn Credit Agreement contained put options related to early redemption mandatory prepayment terms in case of change in control or an event of default and a call option related to voluntary repayment option. The Company valued these put options and the call option and allocated a fair value of $15.1 million for these identified embedded derivatives as a debt discount on the original commitment date. An additional $5.0 million debt discount was recorded on respective borrowing dates when the Company met the required milestones and borrowed an additional $10.0 million in the fourth quarter of fiscal 2017. The Company revalued the options as of each reporting period and recorded the change in the fair value in the consolidated statement of operations as other income or expense. Valuation of the embedded derivatives is complex and requires interest rate simulation, estimating the resultant bond valuation and the resultant pay-off to the option holder. The Company estimated the fair value of the embedded redemption options using the probability-weighted Binomial Lattice Model which is based on generalized binomial option pricing formula. The Binomial Lattice Model allows for the possibility of exercise before the end of the option’s life and considers future interest rates, volatility and other data with regards to the Company’s credit rating and credit spread. The probability of a change in control occurring was determined to be 50% at December 31, 2018 and 90% at December 31, 2017 . The Company used the following assumptions to value Madryn derivatives: Put Option Liability (Madryn) December 31, 2018 December 31, 2017 Interest rate volatility 17.4% 21.0% Market yield rate 13.0% 12.5% Term (in years) 4.5 5.5 Dividend yield —% —% Call Option Liability (Madryn) December 31, 2018 December 31, 2017 Interest rate volatility -- 21.0% Market yield rate -- 12.5% Term (in years) -- 5.5 Dividend yield -- —% On November 17, 2017, the Company and Femiline AB and Johan Anderson, or the Seller, entered into an agreement to purchase certain assets from the Seller. The assets purchased included all existing inventory previously sold by the Company to the Seller, all customer relationships and a covenant not to compete. The aggregate purchase price for the assets purchased was 100,000 Class A Ordinary shares of the Company, contingently issuable upon achievement of specific milestones. Based on the valuation of the Company’s shares performed by a valuation specialist, the contingently issuable shares had an aggregate value of $1.0 million calculated as a product of contingently issuable shares and estimated fair value per share (see Note 11) on the date of the agreement. In December 2018, the Company issued 33,333 shares to the Seller when the milestones for fiscal 2018 were met. As of December 31, 2018 , the fair value of the contingently issuable shares was determined using the closing price of the Company’s publicly traded shares. As of December 31, 2018 and 2017, the short term and long term portions of contingent consideration liability were included in “Other liabilities, short term” and “Other liabilities, long term”, respectively. The estimates are based, in part, on subjective assumptions and could differ materially in the future. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the year ended December 31, 2018 and 2017. The fair value of the debt conversion feature liability includes the estimated volatility and risk-free rate. The higher/lower the estimated volatility, the higher/lower the value of the debt conversion feature liability. The higher/lower the risk-free interest rate, the higher/lower the value of the debt conversion feature liability. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows: Warrant Acquisition-related Contingent Consideration Put Option Liability (Madryn) Call Option Liability (Madryn) Balance at December 31, 2016 $ 3,983 $ — $ — $ — Issuance of financial instruments — 964 20,044 83 Change in fair value 4,035 — 258 277 Repurchase of warrants (7,060 ) — — — De-recognition during period (958 ) — — — Balance at December 31, 2017 $ — $ 964 $ 20,302 $ 360 Change in fair value — 1,727 (15,534 ) (360 ) De-recognition during period — (863 ) — — Balance at December 31, 2018 $ — $ 1,828 $ 4,768 $ — |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Notes Payable Related Party In August 2015, the Company entered into agreements with all of the Class Z redeemable convertible preferred shareholders to exchange their outstanding shares and accumulated dividends for notes payable with a principal balance of $4.2 million . Per the original agreement, the notes bore interest at a simple rate of 7% per annum with the interest payments due annually starting March 30, 2017 and a note maturity date of March 31, 2020. Per agreement, as amended, the notes became due and payable on July 23, 2018 when the Company successfully completed the IPO. During the year ended December 31, 2018 and 2017 , the Company recorded annual interest expense of $0.2 million , to accrue for interest due on the notes. The Company repaid the balance due of $5.1 million , including accrued interest of $0.9 million , in August 2018. The Company recorded the notes on the balance sheets as follows: December 31, December 31, (in thousands) Principal $ — $ 4,218 Accrued interest — 703 Total principal and accrued interest at end of period $ — $ 4,921 Related Party Convertible Notes Payable In August 2015, the Company entered into a Note and Warrant Purchase Agreement, or the Note Agreement or the Notes, with CPH TU, LP, or CPH, a primary shareholder, to borrow up to $15.0 million . The Notes issued pursuant to the agreement bore interest at a simple rate of 10% per annum. In January and July 2016, the Company amended the Note Agreement to increase the aggregate borrowing limit to $18.0 million and $19.8 million , respectively. In September 2016, the Company entered into an amended agreement with CPH to terminate the warrants originally issued in connection with the Notes, fix the conversion rate, and extend the maturity date. In connection with the Notes, the Company issued warrants for the purchase of ordinary shares to CPH and to Rockport Ventures, the placement agent. The estimated fair value of the warrants issued in August 2015 was determined to be $1.1 million , which was recorded as a debt discount and was being amortized using the effective interest rate method over the term of the Notes (see Note 9). The Company determined that the Note Agreement contained several put options related to liquidity events or an event of default. The Company valued these put options and allocated the fair value of $0.1 million for these identified embedded derivatives as a debt discount on the original commitment date in August 2015. The Company revalued the put options as of each reporting period and recorded the change in the fair value in the consolidated statement of operations as other income or expense (see Note 5). August 2017 Conversion On August 24, 2017, CPH elected to convert the principal and the accrued interest outstanding under the Notes into 5,869,417 shares of the Company’s Class B ordinary shares. The related beneficial conversion feature liability was amortized into non-cash interest expense while the CPH put option liability expired upon the conversion of the notes. There was no outstanding balance under the Notes as of December 31, 2018 or December 31, 2017 . Madryn Debt On August 24, 2017 the Company entered into a credit agreement, or the Madryn Credit Agreement, with Madryn Health Partners, LP, or Madryn, as administrative agent, and a syndicate of lenders. The Madryn Credit Agreement provides for a credit facility for a maximum principal amount of $55.0 million , $30.0 million (Term A) of which became available upon signing. The final maturity date under the Madryn Credit Agreement is June 30, 2023. The availability of the additional Term B and Term C commitments under the Madryn Credit Agreement, which are for an aggregate principal amount of up to $25 million , are subject to the Company achieving certain revenue milestones. The Company met some of these milestones and borrowed an additional $5.0 million (Term B-1) on October 31, 2017 and $5.0 million (Term B-2) on December 15, 2017 bringing up the total outstanding principal balance to $40.0 million as of December 31, 2017. We did not borrow additional funds in 2018. As of June 15, 2018, we were eligible to draw down an additional $5.0 million (Term B-3) under the amended Credit Agreement, and an additional $10.0 million (Term C) may become available on or before June 30, 2020 if a written notice is submitted to the Lenders. The availability of each tranche is also conditioned on the Company having advanced the maximum loan amount under each prior tranche. In connection with the Madryn Credit Agreement, the Company and certain of its subsidiaries, granted a security interest in substantially all of the property of the Company and certain of its subsidiaries, including, without limitation, intellectual property, and pledges of certain shares of the Brazilian subsidiary and the Belgian subsidiary, subject to certain excluded collateral exceptions. Borrowings under the Madryn Credit Agreement bear interest at a rate equal to 3-month LIBOR plus 11.0% per annum provided that no default has occurred. Interest payments are made quarterly. In an event of a default, the interest would increase by an additional 4.0% per annum. The weighted average interest rate under the credit agreement was approximately 13.4% at December 31, 2018 . The Company incurred $5.4 million and $1.4 million in interest expense in connection with Madryn Credit Agreement during the year ended December 31, 2018 and 2017, respectively. No principal payments are due until 2021. Eight quarterly payments of 12.5% of the principal amounts borrowed under each tranche are due beginning September 30, 2021 and each quarter end through and including June 30, 2023. The Company also determined that the Madryn Credit Agreement contained put options which are mandatory repayment provisions related to liquidity events or an event of default and a call option related to voluntary repayment option. The Company valued these put options and the call option and allocated a fair value of $15.1 million for these identified embedded derivatives as a debt discount on the original commitment date in August 2017. An additional $5.0 million debt discount was recorded when the Company met the required milestones and borrowed an additional $10.0 million in the fourth quarter of fiscal 2017. The Company revalues the options as of each reporting period and records the change in the fair value in the consolidated statement of operations as other income or expense (see Note 5). The Company also incurred legal expenses of $1.3 million in the third quarter of fiscal 2017, which were recorded as a debt discount and are being amortized over the term of the Madryn Credit Agreement. The Madryn Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on the ability to incur additional indebtedness, create liens, make certain investments, make restricted payments, enter into or undertake certain liquidations, mergers, consolidations or acquisitions and dispose of assets or subsidiaries. In addition, the Madryn Credit Agreement requires the Company to maintain minimum revenues and liquidity. In January 2018, management made an assessment that the Company would potentially technically default on the Madryn Credit Agreement due to its investment in our Brazilian subsidiary approaching the $5.0 million limit. The Company informed Madryn and the syndicate of lenders, or the Lenders, of the potential technical default event and started the process to obtain a forbearance agreement. The Company initially defaulted on the Madryn Credit Agreement on January 19, 2018 when it failed to put a Qualifying Control Agreement in place for certain bank deposit accounts and subsequently on February 28, 2018 when its investment in its Brazilian subsidiary exceeded the allowable $5.0 million threshold permitted under the Madryn Credit Agreement. Accordingly, the Company recorded the Madryn debt as a current liability on the consolidated balance sheet as of December 31, 2017. Effective June 15, 2018, Madryn Credit Agreement was amended to remove the restrictive covenants that resulted in the technical defaults which allowed the Company to reclassify the arrangement as long-term as of December 31, 2018 . The Company recorded Madryn debt on the balance sheets as follows: 2018 2017 (in thousands) Principal $ 40,000 $ 40,000 Net unamortized debt discount and issuance costs (17,678 ) (20,833 ) Net carrying value of Madryn debt $ 22,322 $ 19,167 The Company granted Madryn the right to purchase up to $2.0 million of shares issued by the Company in the next succeeding eligible equity investment in the Company. Under this agreement, to the extent the Company redeems or repurchases any shares from any holder, the Company shall offer to resell one half of the repurchased shares to Madryn at the same price paid by the Company to purchase or retire the shares. The Company has completed qualified financings during the first half of 2018 and also completed its IPO in July 2018; Madryn chose not to exercise their right to purchase shares in those financings. As of December 31, 2018 , the Company is in compliance with all financial debt covenants. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Commitments and Contingencies Operating Leases We lease certain facilities under various operating leases. Most of the lease agreements provide us with the option of renewing our leases at the end of the initial lease term, at fair market rates. In most cases, we expect that in the normal course of business, facility leases will be renewed or replaced by other leases. For the year ended December 31, 2018 and 2017 , rent expense was $1.0 million and $0.8 million , respectively. On May 18, 2018, the Company’s wholly-owned subsidiary in Belgium entered into a lease agreement for an office rental for an approximate annual base lease amount of approximately $0.2 million per year for a duration of nine years. Future minimum lease payments under the operating leases as of December 31, 2018 were as follows: Years Ending December 31, Operating Leases (in thousands) 2019 $ 888 2020 824 2021 765 2022 764 2023 792 Thereafter 3,137 $ 7,170 Capital Lease The Company entered into capital lease arrangements relating to software, equipment and vehicles. The lease periods are from one to seven years. The repayments are made monthly with an interest rates ranging from 4% to 7% per year. Future minimum lease payments under these capital leases as of December 31, 2018 were as follows: Years Ending December 31, Capital Leases (in thousands) 2019 $ 355 2020 263 2021 154 2022 25 797 Interest included in the above payments (81 ) Amount payable without interest 716 Short-term minimum capital lease payments (included in accrued liabilities) 336 Long-term minimum capital lease payments $ 380 Contingencies Periodically, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There have been no contingent liabilities requiring accrual or disclosure at December 31, 2018 and December 31, 2017. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity (Deficit) | Shareholders’ Equity (Deficit) General Under the Memorandum of Association and Articles of Association, or Articles, in effect as of December 31, 2017, the Company had authorized 84,050,000 common shares with a par value of $1.00 per share, 13,482,782 Class A ordinary shares with a par value of $1.00 per share, 7,723,848 Class B ordinary shares with a par value of $1.00 per share, 96,301 Class C ordinary shares with no par value, 1,539,359 Class D ordinary shares with no par value, 323,366 Class E ordinary shares with no par value and 357,143 Class F ordinary shares with no par value. During the first half of 2018, the Company amended its Articles to authorize 1,250,000 Class G and 625,000 Class G-1 ordinary shares with no par value. On July 23, 2018, the Company completed its initial public offering, or IPO, whereby it sold a total of 4,272,568 common shares at $18.00 per share including 557,291 shares sold to underwriters for the exercise of their option to purchase additional shares. The Company received net proceeds from the IPO of approximately $70.1 million , after deducting underwriting discounts and commissions of $5.4 million and deferred offering costs of $1.5 million . All outstanding shares of ordinary stock were converted on a 1-to-1 basis into common shares of a single class of no par value. An unlimited number of common shares was authorized. Common Shares As of December 31, 2018 and 2017, 20,672,025 and zero shares, respectively, of common shares were issued and 20,263,955 and zero shares, respectively, were outstanding. During the year ended December 31, 2018 , the Company issued restricted stock and option awards to employees and contractors. The Company records the awards as outstanding equity as they vest (see Note 10). Ordinary Shares As of December 31, 2018 and 2017, zero and 15,743,705 shares, respectively, of ordinary shares were issued and zero and 14,522,495 shares, respectively, were outstanding. Class A and B Ordinary Shares As of December 31, 2018 and 2017, zero and 13,427,536 shares, respectively, of ordinary Class A and Class B shares were issued and zero and 12,206,326 shares, respectively, were outstanding. Class A and Class B ordinary shares had a par value of $1.00 per share. Class C, D, E, F, G and G-1 Ordinary Shares As of December 31, 2018 and 2017, zero and 2,316,169 shares, respectively, of ordinary Class C, D, E, F, G and G-1 shares were issued and outstanding. Class C, D, E, F, G and G-1 shares had no par value. In multiple closings during the year ended December 31, 2018 , the Company issued an aggregate of $6.2 million of Class G ordinary shares at a purchase price of $16.00 per share to several investors. In connection with the issuance of these shares, the Company amended and restated its Articles to increase the authorized shares of the Company to a total of 109,447,799 shares and to authorize 1,250,000 Class G and 625,000 Class G-1 shares. In May 2018, the Company issued an aggregate of $10.0 million of Class G-1 ordinary shares at a purchase price of $16.00 per share to entities affiliated with RTW Investments. The Company had reserved common shares for future issuances at December 31: 2018 2017 Warrants to purchase common shares 104,826 145,000 Options to purchase shares 1,486,363 863,932 Remaining shares available under the 2015 Equity Incentive Plan — 91,181 Remaining shares available under the 2018 Equity Incentive Plan 1,015,148 — Shares issuable on vesting of restricted stock awards 314,123 585,056 Remaining shares available under the 2018 ESPP 100,000 — Total 3,020,460 1,685,169 Warrants In connection with the Notes issued to CPH in August 2015, the Company agreed to issue warrants to purchase ordinary shares to CPH and to Rockport Ventures, the placement agent for the Notes. In March 2017, the Rockport Warrants were canceled and new warrants for the purchase of 145,000 Class B ordinary shares were issued to parties related to Rockport Ventures, with a fixed exercise price of $3.80 per share. During the first half of 2017, the Company classified the fair value of these warrants as liabilities on the balance sheet due to the existence of certain cash settlement features that are not within the sole control of the Company and variable settlement provision that cause them to not be indexed to the Company’s own shares. The value of the CPH warrants was estimated using the Black-Scholes valuation model which approximates a Lattice valuation model, and at issuance, the Company initially recorded the fair value of the warrants as a debt discount against the related loan balance in its consolidated balance sheet. The recorded value of the warrants is being amortized to interest expense over the estimated repayment term of the related loans. The value of the Rockport Ventures warrants was estimated using the Black Sholes valuation model which approximates a Lattice valuation model, and at issuance, the Company initially recorded the fair value of the warrants as a debt offering cost against the related loan balance in its balance sheet. The recorded value of the warrants is being amortized to interest expense using the straight-line method over the term of the related loans. During the year ended December 31, 2018, warrants to purchase 40,174 shares were net exercised to obtain 38,785 shares. As of December 31, 2018 and 2017, 104,826 and 145,000 warrants to purchase the Company’s common shares, respectively, were outstanding and exercisable: Warrant Holder Issue Date In Connection With Warrant to Shares Exercise Expiration Date Rockport 3/3/2017 Loan agreement Common 104,826 $ 3.80 8/28/2022 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Warrants | Shareholders’ Equity (Deficit) General Under the Memorandum of Association and Articles of Association, or Articles, in effect as of December 31, 2017, the Company had authorized 84,050,000 common shares with a par value of $1.00 per share, 13,482,782 Class A ordinary shares with a par value of $1.00 per share, 7,723,848 Class B ordinary shares with a par value of $1.00 per share, 96,301 Class C ordinary shares with no par value, 1,539,359 Class D ordinary shares with no par value, 323,366 Class E ordinary shares with no par value and 357,143 Class F ordinary shares with no par value. During the first half of 2018, the Company amended its Articles to authorize 1,250,000 Class G and 625,000 Class G-1 ordinary shares with no par value. On July 23, 2018, the Company completed its initial public offering, or IPO, whereby it sold a total of 4,272,568 common shares at $18.00 per share including 557,291 shares sold to underwriters for the exercise of their option to purchase additional shares. The Company received net proceeds from the IPO of approximately $70.1 million , after deducting underwriting discounts and commissions of $5.4 million and deferred offering costs of $1.5 million . All outstanding shares of ordinary stock were converted on a 1-to-1 basis into common shares of a single class of no par value. An unlimited number of common shares was authorized. Common Shares As of December 31, 2018 and 2017, 20,672,025 and zero shares, respectively, of common shares were issued and 20,263,955 and zero shares, respectively, were outstanding. During the year ended December 31, 2018 , the Company issued restricted stock and option awards to employees and contractors. The Company records the awards as outstanding equity as they vest (see Note 10). Ordinary Shares As of December 31, 2018 and 2017, zero and 15,743,705 shares, respectively, of ordinary shares were issued and zero and 14,522,495 shares, respectively, were outstanding. Class A and B Ordinary Shares As of December 31, 2018 and 2017, zero and 13,427,536 shares, respectively, of ordinary Class A and Class B shares were issued and zero and 12,206,326 shares, respectively, were outstanding. Class A and Class B ordinary shares had a par value of $1.00 per share. Class C, D, E, F, G and G-1 Ordinary Shares As of December 31, 2018 and 2017, zero and 2,316,169 shares, respectively, of ordinary Class C, D, E, F, G and G-1 shares were issued and outstanding. Class C, D, E, F, G and G-1 shares had no par value. In multiple closings during the year ended December 31, 2018 , the Company issued an aggregate of $6.2 million of Class G ordinary shares at a purchase price of $16.00 per share to several investors. In connection with the issuance of these shares, the Company amended and restated its Articles to increase the authorized shares of the Company to a total of 109,447,799 shares and to authorize 1,250,000 Class G and 625,000 Class G-1 shares. In May 2018, the Company issued an aggregate of $10.0 million of Class G-1 ordinary shares at a purchase price of $16.00 per share to entities affiliated with RTW Investments. The Company had reserved common shares for future issuances at December 31: 2018 2017 Warrants to purchase common shares 104,826 145,000 Options to purchase shares 1,486,363 863,932 Remaining shares available under the 2015 Equity Incentive Plan — 91,181 Remaining shares available under the 2018 Equity Incentive Plan 1,015,148 — Shares issuable on vesting of restricted stock awards 314,123 585,056 Remaining shares available under the 2018 ESPP 100,000 — Total 3,020,460 1,685,169 Warrants In connection with the Notes issued to CPH in August 2015, the Company agreed to issue warrants to purchase ordinary shares to CPH and to Rockport Ventures, the placement agent for the Notes. In March 2017, the Rockport Warrants were canceled and new warrants for the purchase of 145,000 Class B ordinary shares were issued to parties related to Rockport Ventures, with a fixed exercise price of $3.80 per share. During the first half of 2017, the Company classified the fair value of these warrants as liabilities on the balance sheet due to the existence of certain cash settlement features that are not within the sole control of the Company and variable settlement provision that cause them to not be indexed to the Company’s own shares. The value of the CPH warrants was estimated using the Black-Scholes valuation model which approximates a Lattice valuation model, and at issuance, the Company initially recorded the fair value of the warrants as a debt discount against the related loan balance in its consolidated balance sheet. The recorded value of the warrants is being amortized to interest expense over the estimated repayment term of the related loans. The value of the Rockport Ventures warrants was estimated using the Black Sholes valuation model which approximates a Lattice valuation model, and at issuance, the Company initially recorded the fair value of the warrants as a debt offering cost against the related loan balance in its balance sheet. The recorded value of the warrants is being amortized to interest expense using the straight-line method over the term of the related loans. During the year ended December 31, 2018, warrants to purchase 40,174 shares were net exercised to obtain 38,785 shares. As of December 31, 2018 and 2017, 104,826 and 145,000 warrants to purchase the Company’s common shares, respectively, were outstanding and exercisable: Warrant Holder Issue Date In Connection With Warrant to Shares Exercise Expiration Date Rockport 3/3/2017 Loan agreement Common 104,826 $ 3.80 8/28/2022 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-Based Compensation In December 2015, the Board of Directors approved and adopted the 2015 Equity Incentive Plan, or 2015 Plan. Under the 2015 Plan, the Company may grant share options, equity appreciation rights, and restricted shares and restricted share units. Pursuant to the 2015 Plan, the Company has granted RSAs and stock options to Board of Directors, employees and consultants. The 2015 Plan, as amended, reserves 2,650,000 Class A shares for issuance. If an award granted under the 2015 Plan expires, terminates, is unexercised, or is forfeited, or if any shares are surrendered in connection with an incentive award, the shares subject to such award and the surrendered shares become available for further awards under the 2015 Plan. Concurrent with the closing of the IPO, the Board of Directors terminated the 2015 Plan and approved the 2018 Equity Incentive Plan, or the 2018 Plan, with an initial reserve of 1,500,000 shares of the Company’s common shares for issuance under the 2018 Plan. Pursuant to the “evergreen” provision contained in the 2018 Plan, the number of common shares reserved for issuance under the 2018 Plan automatically increases on first day of each fiscal year, commencing on January 1, 2019, in an amount equal to the least of (1) 750,000 shares, (2) 4% of the total number of the Company’s common shares outstanding on the last day of the preceding fiscal year, or (3) a number of common shares as may be determined by the Company’s Board of Directors prior to any such increase date. On January 1, 2019, the number of common shares authorized for issuance increased automatically by 750,000 shares in accordance with the evergreen provision of the 2018 Plan. During the periods presented, the Company recorded the following share-based compensation expense for stock options and restricted stock awards: 2018 2017 (in thousands) Sales, general and administrative $ 3,400 $ 1,221 Research and development 3,920 2,082 Total $ 7,320 $ 3,303 Stock Options Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balances at December 31, 2017 863,932 $ 5.36 7.6 $ 4,199 Granted (weighted-average fair value of $10.43 per share) 810,628 16.52 Exercised (132,091 ) 4.87 Forfeited/canceled (56,106 ) 7.54 Balances at December 31, 2018 1,486,363 $ 11.43 8.74 $ 23,778 As of December 31, 2018 , 473,009 options were vested and exercisable with weighted-average exercise price of $5.03 per share and a total aggregate intrinsic value of $10.6 million . During the year ended December 31, 2018 , 132,091 options were exercised at a price of $4.87 per share. The intrinsic value of the options exercised during the year ended December 31, 2018 and 2017 was $3.0 million and zero , respectively. Upon the exercise of stock options, the Company issued new shares from its authorized shares. There were no exercises of stock options during the year ended December 31, 2017. At December 31, 2018 , unrecognized compensation expense was $3.7 million related to stock options granted to employees and Board of Directors and $6.4 million related to stock options granted to consultants. The weighted-average period over which such compensation expense will be recognized is 3.1 years. Stock Options Granted to Employees Share-based compensation expense for employees is based on the grant date fair value. The Company recognizes compensation expense for all share-based awards ratably on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of four years. During the year ended December 31, 2018 and 2017 , the Company recognized $0.9 million and $0.1 million , respectively, of stock-based compensation expense for stock options granted to employees. The Company uses the Black-Scholes option valuation model to value options granted to employees and consultants, which requires the use of highly subjective assumptions to determine the fair value of share-based awards. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These estimates are complex, involve a number of variables, uncertainties and assumptions and the application of management’s judgment. If factors change and different assumptions are used, the Company’s share-based compensation expense could be materially different in the future. The assumptions and estimates that the Company uses in the Black-Scholes model are as follows: ▪ Fair Value of Common Shares. Following the IPO, the closing price of the Company’s publicly-traded common shares on the date of grant and at quarter-end is used as the fair value of the shares. Prior to the IPO, the fair value of ordinary shares was estimated on a periodic basis by the Company’s Board of Directors, with the assistance of an independent third-party valuation firm. The Board of Directors intended all options granted to be exercisable at a price per share not less than the estimated per share fair value of the shares underlying those options on the date of grant. ▪ Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes valuation model on the implied yield available on U.S. Treasury zero-coupon issues with a term equivalent to that of the term of the options for each option group on the measurement date. ▪ Term. For employee stock options, the expected term represents the period that the Company’s share-based awards are expected to be outstanding. Because of the limitations on the sale or transfer of the Company’s shares as a privately held company, the Company does not believe its historical exercise pattern is indicative of the pattern it will experience as a publicly traded company. The Company has consequently used the Staff Accounting Bulletin 110, or SAB 110, simplified method to calculate the expected term of employee stock options, which is the average of the contractual term and vesting period. The Company plans to continue to use the SAB 110 simplified method until it has sufficient trading history as a publicly traded company. For consultant stock options, the term used is equal to the remaining contractual term on the measurement date. ▪ Volatility. The Company determines the price volatility based on the historical volatilities of industry peers as it does not have sufficient trading history for its shares. Industry peers consist of several public companies in the medical device industry with comparable characteristics, including revenue growth, operating model and working capital requirements. The Company intends to continue to consistently apply this process using the same or a similar peer group of public companies until a sufficient amount of historical information regarding the volatility of its own shares becomes available, or unless circumstances change such that the identified peer companies are no longer similar, in which case other suitable peer companies whose common share prices are publicly available would be utilized in the calculation. The volatility is calculated based on the term on the measurement date. ▪ Dividend Yield. The expected dividend assumption is based on the Company’s current expectations about its anticipated dividend policy. The Company has no expectation that it will declare dividends on its common shares, and therefore has used an expected dividend yield of zero. The fair value of stock options granted to employees in 2018 was estimated using the following assumptions: 2018 Volatility 56.0% - 57.0% Risk-free interest rate 2.7% - 3.1% Term (in years) 6.25 Dividend yield 0% The Company did not grant any stock options to employees during 2017. Stock Options Granted to Non-Employees Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock options are earned using an accelerated attribution method. The Company believes that the estimated fair value of the stock options is more readily measurable than the fair value of the services rendered. For the year s ended December 31, 2018 and 2017 , the Company recognized expense of $4.3 million and $1.3 million for stock options granted to consultants. The fair value of stock options granted to consultants was estimated using the following assumptions during the following periods presented: 2018 2017 Volatility 58.0% - 59.0% 59.0% Risk-free interest rate 2.8% - 3.1% 2.4% Term (in years) 10.0 10.0 Dividend yield 0.0% 0.0% Restricted Stock Each vested RSA and RSU entitles the holder to be issued one common share. These awards vest according to a vesting schedule determined by the Compensation Committee of the Company’s Board of Directors, generally over a one to four year period. The following table represents RSA activity for fiscal 2018: Restricted Stock Awards Weighted- Average Grant Date Fair Value Outstanding unvested at December 31, 2017 585,056 $ 7.57 Granted 90,301 13.27 Vested (245,066 ) 7.42 Forfeited/canceled (116,168 ) 9.60 Outstanding unvested at December 31, 2018 314,123 $ 8.57 The following table represents RSU activity for fiscal 2018: Restricted Stock Units Weighted- Average Grant Date Fair Value Outstanding unvested at December 31, 2017 — $ — Granted 3,852 25.35 Vested (3,852 ) 25.35 Forfeited/canceled — — Outstanding unvested at December 31, 2018 — $ — The fair value of restricted stock is the grant date market value of common shares. The Company recognizes share-based compensation expense related to restricted stock ratably on a straight-line basis over the vesting term of the awards. The fair value of RSAs and RSUs that vested during the year ended December 31, 2018 and 2017 , was $2.1 million and $1.9 million , which was calculated based on the market value of the Company’s common shares on the applicable date of vesting. As of December 31, 2018 , we had unrecognized share-based compensation cost of approximately $3.8 million associated with unvested restricted stock awards. This cost is expected to be recognized over a weighted-average period of approximately 1.9 years. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions Business Combinations On November 17, 2017, the Company and Femiline AB and Johan Anderson, or the Seller, entered into an agreement to purchase certain assets from the Seller. The assets purchased included all existing inventory previously sold by the Company to the Seller, all customer relationships and a covenant not to compete. The aggregate purchase price for the assets purchased was 100,000 Class A Ordinary shares of the Company, contingently issuable upon achievement of specific milestones. Based on the valuation of the Company’s shares performed by a valuation specialist, the contingently issuable shares had an aggregate value of $1.0 million . The book value of the inventory at the time of the acquisition was approximately $0.7 million , which was revalued on the transaction date to be the estimated selling price less the cost to sell, which increased the fair value of the inventory to approximately $1.5 million . Concurrently, the Company entered into a Separation Agreement with Novaform Ltd, or Novaform, and Pantelis Ioannou. In April 2015, Novaform had become a distributor for Establishment Labs S.A., a wholly-owned subsidiary of the Company and subsequently sublicensed its distribution rights to Femiline AB. Under the Separation Agreement, Novaform agreed to relinquish the distribution rights back to the Company for $1.0 million in cash and 35,714 Class A ordinary shares. Based on the valuation of the Company’s shares performed by a valuation specialist, the fair value of the shares issued was $0.3 million . This transaction enabled the Company to realign its existing distribution network in Sweden, Denmark and Norway and initiate direct sales to customers in the region. The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 1,000 Fair market value of Class A ordinary shares issued 344 Contingent consideration 964 Cash paid for inventory 704 Total purchase price $ 3,012 Allocation of Purchase Price: (in thousands) Inventory $ 1,498 Customer relationships 1,280 Covenant not to compete 24 Goodwill 210 Total purchase price allocated $ 3,012 As of December 31, 2017, the consideration of $1.0 million to Novaform and $0.7 million to Femiline AB had not been paid and was included in “Accounts payable”. As of December 31, 2018 , the consideration of $0.4 million to Novaform was still outstanding. The goodwill resulting from this acquisition is deductible for tax purposes. Asset Acquisitions Germany On October 3, 2018, EDC entered into an asset purchase agreement, effective November 26, 2018, with Menke Med GmbH, or the Germany Seller, to purchase certain assets from the Germany Seller. The assets purchased included all existing inventory previously sold by the Company to the Germany Seller and all customer relationships and contracts. The aggregate purchase price for the assets purchased was the aggregate sum of book value of the inventory at the time of the transaction plus a cash payment of up to a maximum of €1.9 million , or approximately $2.2 million , to be paid out in installments upon the achievement of certain milestones as set forth in the agreement. The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 544 Minimum guaranteed milestone payments 1,161 Cash paid for inventory 917 Total purchase price $ 2,622 Allocation of Purchase Price: (in thousands) Inventory $ 2,137 Customer relationships 428 Covenant not to compete 57 Total purchase price allocated $ 2,622 Per the asset purchase agreement entered into with the German seller, the German Seller is entitled to three milestone payments in the next three fiscal years following the year ended December 31, 2018. The German Seller will receive annual payments of €360,000 (approximately $459,000 ), €420,000 (approximately $536,000 ) or €480,000 (approximately $612,000 ) if the German Seller meets none, one, or both of the required milestones, respectively. Only the present value of the guaranteed minimum milestone payments of €360,000 per year for the next three years were included in the purchase price. Contingent consideration will be recognized when the contingency is deemed probable and reasonably estimable. As of December 31, 2018, the Company has fully paid for the German asset acquisition excluding the milestone payments of $1,161 . Spain On October 1, 2018, European Distribution Center Motiva BVBA, or EDC, entered into an asset purchase agreement effective October 29, 2018, with Motiva Matrix Spain SL, or the Spain Seller, to purchase certain assets from the Spain Seller. The assets purchased included all existing inventory previously sold by the Company to the Spain Seller and all customer relationships and contracts. The aggregate purchase price for the assets purchased was the aggregate sum of the book value of the inventory at the time of the transaction (subject to certain adjustments as set forth in the agreement) plus a cash payment of €1.6 million , or approximately $1.8 million , to be paid to the Spain Seller no later than December 1, 2018 following repayment by the Spain Seller to the Company of an outstanding balance in the amount of €2.0 million , or approximately $2.3 million . The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 1,838 Cash paid for inventory 1,774 Total purchase price $ 3,612 Allocation of Purchase Price: (in thousands) Inventory $ 3,560 Customer relationships 52 Total purchase price allocated $ 3,612 As of December 31, 2018, the Company has fully paid for the Spain asset acquisition. The United Kingdom On September 3, 2018, Motiva Implants UK Limited. entered into an asset purchase agreement, effective October 1, 2018, with Belle Health LTD, or the U.K. Seller, to purchase certain assets from the U.K. Seller. The assets purchased included all existing inventory previously sold by the Company to the U.K Seller and all customer relationships and contracts. The aggregate purchase price for the assets purchased was the aggregate sum of book value of the inventory at the time of the transaction, a future cash payment of $100,000 to be paid 18 months after the effective date and 5,000 of the Company’s common shares. The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 100 Fair market value of common shares issued on effective date 120 Cash paid for inventory 123 Total purchase price $ 343 Allocation of Purchase Price: (in thousands) Inventory $ 235 Customer relationships 108 Total purchase price allocated $ 343 As of December 31, 2018, the Company has fully paid for the U.K. asset acquisition excluding the future cash payment to be paid in April 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2018 and 2017, loss before income tax provision (benefit) consisted of the following: 2018 2017 (in thousands) Costa Rica Operations $ 3,422 $ (6,887 ) Non-Costa Rica Operations (24,305 ) (27,905 ) $ (20,883 ) $ (34,792 ) As of December 31, the income tax provision consisted of the following: 2018 2017 (in thousands) Current Costa Rica $ 105 $ — Non-Costa Rica 110 105 Total Current 215 105 Deferred Costa Rica — — Non-Costa Rica — — Total deferred — — Total provision $ 215 $ 105 The items accounting for the difference between income taxes computed at the Costa Rica statutory income tax rate and the income tax provision consisted of the following at December 31: 2018 2017 (in thousands) Tax benefit at Costa Rica statutory rate $ (6,265 ) 30 % $ (10,438 ) 30 % Foreign tax rate differential 4,335 (21 ) 5,665 (15 ) Tax rate changes 42 — 562 (2 ) Return to provision adjustment 553 (3 ) 679 (1 ) Tax credits (75 ) — (26 ) — Change in valuation allowance 2,439 (12 ) 1,768 (4 ) Net operating loss expiration — — — — Tax holiday benefit (912 ) 4 1,653 (8 ) Other 98 1 242 — $ 215 (1 )% $ 105 — % The Company's tax holiday benefit was related to the Company’s subsidiary in Costa Rica which enjoyed a 0% tax rate for the year ended December 31, 2018 and 6% rate for the year ended December 31, 2017. Effective August 10, 2018, the Company was granted a 0% corporate income tax rate by the Costa Rica tax authorities. Income generated between January 1, 2018 and August 10, 2018 is still subject to the 6% holiday tax rate. The 0% tax holiday is granted for a period of 8 years through the year 2026. As of December 31, the components of the Company's deferred tax assets and liabilities are as follows: 2018 2017 (in thousands) Accruals and reserves $ 62 $ 91 Deferred revenue — 33 Intangibles 73 69 Stock compensation 131 5 Net operating loss 5,738 3,384 R&D credits 97 28 Other (46 ) 6 Valuation allowance (6,055 ) (3,616 ) Total net deferred tax liabilities $ — $ — Effective December 1, 2017, the Company adopted, on a prospective basis, ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as non-current on the balance sheet. The adoption of ASU 2015-17 did not have a material impact on the consolidated financial statements. As of December 31, 2018, the Company assessed that it is more-likely-than-not that it will not realize its deferred tax assets based on the absence of sufficient positive objective evidence that it would generate sufficient taxable income in its Costa Rica and U.S. tax jurisdictions to realize the deferred tax assets. The Company intends to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. As of December 31, 2018, the Company had U.S. and California tax credit carryforwards of approximately $0.1 million . The federal R&D credits begin to expire in 2037. However, the California R&D credits can be carried forward indefinitely. As of December 31, 2018, the Company had U.S. federal, state and Brazil net operating losses of approximately $10.8 million , $2.8 million , $8.7 million , respectively. The U.S. federal net operating losses of $4.5 million generated prior to 2018 will begin to expire December 31, 2035 and state net operating losses will begin to expire December 31, 2030. The U.S. federal net operating losses of $6.3 million generated in 2018 will be carried forward indefinitely. Brazil net operating losses can be carried forward indefinitely. Federal and California laws impose restrictions on the utilization of net operating loss carryforwards and R&D credit carryforwards in the event of a change in ownership of the Company, which constitutes an “ownership change” as defined by U.S. Internal Revenue Code Sections 382 and 383. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 and 383 of the Code has previously occurred. As a result, the Company’s ability to utilize existing carryforwards could be substantially restricted. The Company is incorporated as an international business company with limited liability under International Business Companies Act, 1984 of the British Virgin Islands. As of December 31, 2018, the Company also conducted business in Costa Rica, Belgium, France, Brazil, the United Kingdom, Sweden and the United States and is subject to tax in these jurisdictions. As a result, the Company's worldwide income will be subject to the tax rates in which its income is generated and as such its effective tax rate may fluctuate based on the geographic distribution of its earned income or losses and the applicable tax laws in which those earnings or losses were generated. Management’s intention is to indefinitely reinvest any undistributed earnings from its subsidiaries. Accordingly, no provision for withholding taxes has been provided nor is it practical to determine the amount of this liability. Upon distribution of those earnings in the form of dividends or otherwise, the Company will be subject to potential withholding taxes in the above-mentioned jurisdictions. Accounting for Uncertainty in Income Taxes The Company has adopted ASC 740-10 Accounting for Uncertainty in Income Taxes (formerly FIN 48). ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company's income tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. For the years ended December 31, 2018 and 2017 the Company has no material uncertain tax positions. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within the next 12 months. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2018, the Company is subject to taxation in Belgium, France, Brazil, the United Kingdom, Sweden and the United States. The Company’s fiscal tax years 2014 through 2018 are subject to examination by the tax authorities. 2017 Tax Reform On December 22, 2017, the Tax Cuts and Jobs Act, or Tax Reform, was signed into legislation. The Tax Reform makes significant changes to the U.S. corporate income tax law including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21% and (2) requiring a one-time mandatory transition tax on previously deferred foreign earnings of U.S. subsidiaries. Under ASC 740, Income Taxes, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of U.S. federal income taxes, the enactment date is the date the bill becomes law. With respect to this legislation, we expect no financial statement impact due to the Company's valuation allowance. In 2017, the Company performed a re-measurement of deferred tax assets and liabilities as a result of the decrease in the corporate Federal income tax rate from 35% to 21% of $0.6 million with a corresponding decrease to its U.S. valuation allowance of $0.6 million . In addition to the reduction of U.S. federal corporate tax rate, the Company has also considered the impact of the foreign transition tax for which it has estimated that it would not need to accrue any tax provision. In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No.118, or SAB 118, to provide guidance on the application of the Tax Reform when a company does not have necessary information available, prepared, or analyzed in reasonable detail to reflect the effects of the Tax Reform. SAB 118 provides guidance for companies under the three scenarios (1) measurement of certain income tax effects is complete, (2) measurement of certain income tax effect can be reasonably estimated, and (3) measurement of certain income tax effects cannot be reasonably estimated. Companies are to complete the accounting under ASC 740 in regards to the Tax Reform within a measurement period that does not extend one year from the date of enactment. In accordance with SAB 118, companies must reflect the tax effects of the Tax Reform for which the accounting under 740 is complete. If certain income tax effects can be reasonably estimated, then the companies must report provisional amounts in the reporting period in which the companies can determine the reasonable estimate during the measurement period. In the case that certain income tax effects cannot be reasonably estimated, companies do not have to report effects of the Tax Reform. However, they should continue to apply ASC 740 based on the rules before the enactment of the Tax Reform and report any income tax effects in the first reporting period in which reasonable estimates become available. The final impact of the Tax Reform may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the tax guidance, any legislative action to address questions that arise because of the Tax Reform, any changes in accounting standards for income taxes or related interpretations in response to the Tax Reform, or any updates or changes to estimates the company has utilized to calculate the transition impact, including impact from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries. In accordance with SAB 118, the Company is allowed a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. In December 2018, the Company completed its analysis of the impact of Tax Reform and did not have any material adjustments. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table summarizes the computation of basic and diluted net loss per share for the periods presented: Year Ended December 31, 2018 2017 (in thousands, except share and per share data) Numerator: Net loss $ (21,098 ) $ (34,897 ) Denominator: Weighted average common shares used for basic and diluted earnings per share 17,350,705 10,230,586 Loss per share: Basic and diluted $ (1.22 ) $ (3.41 ) Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares and dilutive share equivalents outstanding for the period, determined using the treasury-share method and the as-if converted method, for convertible securities, if inclusion of these is dilutive . If the Company reports a net loss , diluted net loss per share is the same as basic net loss per share for those periods because including the dilutive securities would be anti-dilutive. The following potentially dilutive securities outstanding at the end of the periods presented have been excluded from the computation of diluted shares at December 31: 2018 2017 Options to purchase shares 1,486,363 863,932 Shares issuable on vesting of restricted stock awards 314,123 585,056 Warrants to purchase common shares 104,826 145,000 Total 1,905,312 1,593,988 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In August 2015, the Company entered into a Note and Warrant purchase agreement with CPH (see Note 6). On August 24, 2017, CPH elected to convert the principal and the accrued interest outstanding under the Notes into 5,869,417 shares of the Company’s Class B ordinary shares. There was no outstanding balance under the Note and Warrant purchase agreement as of December 31, 2017. CPH owns approximately 37.1% of the common shares of the Company as of December 31, 2018 . In January 2017, the Company issued secured promissory notes to Mr. Chacón Quirós, the Company’s Chief Executive Officer and director, and to Crown Predator Holdings, LLC, a related party, in an aggregate principal amount of $1.2 million under existing note purchase, security and pledge agreements. These promissory notes were repaid by the Company in January 2017 and April 2017. In August 2017, the Company entered into a credit agreement with Madryn and a syndicate of lenders to borrow up to $55.0 million (see Note 6). As of December 31, 2018 , Madryn owns approximately 3.6% of the common shares of the Company. In August 2015, the Company entered into a Note Agreement with the former Class Z preferred shareholders to exchange the outstanding shares for notes payable in the aggregate principal amount of $4.3 million . The notes became due and payable on July 23, 2018 when the Company successfully completed the IPO. The Company repaid the balance due, including accrued interest, in August 2018 (see Note 6). The Class Z preferred shareholders were primarily the original founders of the Company. During the year ended December 31, 2018 and 2017 , the Company recorded revenue of $0.9 million and $0.6 million , respectively, for product sales to Herramientas Medicas, S.A., a distribution company owned by a family member of the Chief Executive Officer of the Company. Accounts receivable owed to the Company from this distribution company amounted to approximately $0.2 million and $0.1 million as of December 31, 2018 and 2017, respectively. In December 2016, the Company entered into a note agreement to borrow $0.2 million from an executive officer of the Company. This note was repaid in 2017. In September 2016, the Company entered into a share repurchase agreement with Global Silicone SRL for the repurchase of 813,140 ordinary shares of the Company owned by Global Silicone SRL in exchange for $3.7 million . These treasury shares were retired in 2018. In October 2016, the Company paid $2.0 million to Global Silicone SRL to repurchase 440,040 shares and the remaining $1.7 million was paid in April 2017. In July 2017, the Company paid $2.8 million to repurchase additional 406,570 Class A ordinary shares from Global Silicone SRL. In May 2016, the Company entered into a scientific board advisory agreement with Dr. Manuel Enrique Chacón Quirós pursuant to which Dr. Chacón Quirós joined the Company’s Scientific Advisory Board, provides general scientific advice, and serves as a clinical investigator, among other services. In exchange for these services, Dr. Chacón Quirós was granted options to purchase 20,580 shares, vesting over four years in equal annual installments, provided that he continues to provide these services at such times. In September 2016, the Company entered into a separate agreement whereby Dr. Chacón Quirós will maintain his clinic in Costa Rica as a MotivaImagine Excellence Center and will host and train physicians in the use of the Company products in relevant procedures, among other services, in exchange for cash reimbursement of up to $4,500 per day that such services are rendered. Dr. Chacón Quirós is the brother of our Chief Executive Officer, Juan José Chacón Quirós. During the year ended December 31, 2018 and 2017 , the Company paid Dr. Chacón Quirós approximately $90,000 and $120,000 , respectively, for services rendered. During the year ended December 31, 2018 and 2017 , the Company recorded revenue of approximately $40,000 and $0.3 million for product sales to Motiva Netherlands BV, a distribution company owned by Erick Vogelanzeng, our Vice President of Sales, Europe. There were no accounts payable due to this distribution company at December 31, 2018 and December 31, 2017 . |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | Employee Benefits Short-term employee benefits, including vacation (paid absences) and year-end bonuses (also known as 13th month salary), are current liabilities included in accrued liabilities on the consolidated balance sheet and are calculated at the non-discounted amount that the Company expects to pay as a result of uncharged employee salaries or retentions. Regarding employee termination benefits, Costa Rica labor laws establish the payment of benefits in case of death, retirement or termination without cause. This compensation is calculated according to time served in the company and the corresponding salary in the last six months of employment, and is equal to between 19.5 and 22 days salary for each year served, up to a maximum of 8 years. Company policy recognizes termination benefits as expenses of the period during which the termination occurs, when the legal obligation is assumed due to the aforementioned events. None of the Company’s employees are represented by a labor union except for two employees in Brazil. The Company has not experienced any work stoppages, and it considers employee relations to be good. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 16, 2019, the Company established a wholly-owned subsidiary in Spain - Motiva Implants Spain, S.L. On January 31, 2019, European Distribution Center Motiva BVBA, or EDC, entered into an asset purchase agreement, or the Austria Asset Purchase Agreement, with AFS Medical GMBH, or the Austria Seller, to purchase certain assets from the Austria Seller. The assets purchased included all existing inventory previously sold by the Company to the Austria Seller and all customer relationships and contracts. The aggregate purchase price for the assets purchased was the aggregate sum of book value of the inventory at the time of the transaction (subject to certain adjustments as set forth in the Austria Asset Purchase Agreement), a cash payment of €0.3 million , or approximately $0.3 million , paid to the Austria Seller on the effective date and 12,404 common shares of the Company valued at €0.3 million , or approximately $0.3 million . Between January 1, 2019 and March 20, 2019 , the Board of Directors approved grants of 56,000 shares of stock options under the 2018 Plan, inclusive of a performance-based grant of 9,000 shares of stock options to Eddie De Oliveira, Vice President of Sales - Brazil, contingent upon achievement of certain sales milestones. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation/Unaudited Interim Condensed Consolidated Financial Information | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and the applicable rules and regulations of the Securities and Exchange Commission, or SEC. |
Consolidation | The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries as of December 31, 2018 as follows: Subsidiary Incorporation/Acquisition Date Establishment Labs, S.A. (Costa Rica) January 18, 2004 Motiva USA, LLC (USA) February 20, 2014 JAMM Technologies, Inc. (USA) October 27, 2015 Establishment Labs Produtos par Saude Ltda (Brazil) January 4, 2016 European Distribution Center Motiva BVBA (Belgium) March 4, 2016 Motiva Implants France SAS (France) September 12, 2016 JEN-Vault AG (Switzerland) November 22, 2016 Motiva Nordica AB (Sweden) November 2, 2017 Motiva Implants UK Limited July 31, 2018 Motiva Italy S.R.L July 31, 2018 All intercompany accounts and transactions have been eliminated in consolidation. |
Segments | Segments The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region, for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The Company and its Chief Executive Officer evaluate performance based primarily on revenue in the geographic regions in which the Company operates. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant accounting estimates and management judgments reflected in the consolidated financial statements include items such as accounts receivable valuation and allowances, inventory valuation and allowances, valuation of acquired intangible assets, valuation of contingent consideration, valuation of derivatives, estimation of assets’ useful lives and valuation allowances of deferred income tax assets. Estimates are based on historical experience, where applicable, and other assumptions believed to be reasonable by management. Actual results may differ from those estimates under different assumptions or conditions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash, restricted cash and accounts receivable. The majority of the Company’s cash is held at one financial institution in the United States. The Company has not experienced any losses on its deposits of cash. All of the Company’s revenue has been derived from sales of its products in international markets, principally Europe, Middle East, Latin America, and Asia. In the international markets in which the Company participates, the Company uses a combination of distributors and makes direct sales to customers. The Company performs ongoing credit evaluations of its distributors and customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. During the year ended December 31, 2018 and 2017 , no customers accounted for more than 10% of the Company’s revenue. No customers accounted for more than 10% of the Company’s accounts receivable balance as of December 31, 2018 and 2017 . Substantially all of the Company’s revenues are derived from the sale of Motiva Implants. The Company relies on NuSil Technology, LLC, or NuSil, as the sole supplier of medical-grade silicone used in Motiva Implants as well as other products that are manufactured under contract to other customers. During the year ended December 31, 2018 and 2017 , the Company had purchases of $14.8 million , or 63.4% of total purchases, and $10.2 million , or 40.6% of total purchases, respectively, from Nusil. As of December 31, 2018 and 2017 , we had an outstanding balance owed to this vendor of $0.8 million and $0.7 million , respectively. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of regulatory approval of the Company’s current and potential future products, uncertainty of market acceptance of the Company’s products, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. Products developed by the Company require clearances from the FDA or other international regulatory agencies prior to commercial sales. There can be no assurance that the products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed, or the Company was unable to maintain its existing clearances, these developments could have a material adverse impact on the Company. |
Cash | Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. |
Restricted Cash | Restricted Cash As of December 31, 2017, the restricted cash balance represented a certificate of deposit collateralizing payment of charges related to the Company's corporate credit card. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable is stated at invoice value less estimated allowances for returns and doubtful accounts. The Company continually monitors customer payments and maintains an allowance for estimated losses resulting from customers’ inability to make required payments. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition. In cases where there are circumstances that may impair a specific customer’s ability to meet its financial obligations, an allowance is recorded against amounts due, which reduces the net recognized receivable to the amount reasonably believed to be collectible. |
Inventory and Cost of Revenue | Inventory and Cost of Revenue Inventory is stated at the lower of cost to purchase or manufacture the inventory or the net realizable value of such inventory. Cost is determined using the standard cost method which approximates actual costs using the first-in, first-out basis. The Company regularly reviews inventory quantities considering actual losses, projected future demand, and remaining shelf life to record a provision for excess and slow-moving inventory. As of December 31, 2018 , an allowance of $0.2 million was recorded for inventory obsolescence. No inventory allowance has been recorded as of December 31, 2017 . The Company recognizes the cost of inventory transferred to the customer in cost of revenue when revenue is recognized. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in selling, general and administrative, or SG&A, expenses. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue related to sales of products to distributors or directly to customers in markets where it has regulatory approval, net of trade discounts and allowances. The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 605 Revenue Recognition when all of the following criteria are met: ▪ persuasive evidence of an arrangement exists; ▪ the sales price is fixed or determinable; ▪ collection of the relevant receivable is probable at the time of sale; and ▪ delivery has occurred or services have been rendered. The Company recognizes revenue related to the sales of products to distributors at the time of shipment of the product, which represents the point in time when the customer has taken ownership and assumed the risk of loss and the required revenue recognition criteria are satisfied. The Company’s distributors are obligated to pay within specified terms regardless of when, or if, they sell the products. The Company’s contracts with distributors typically do not contain right of return or price protection and have no post-delivery obligations. Appropriate reserves are established for anticipated sales returns based on historical experience, recent gross sales and any notification of pending returns. The Company recognizes revenue when title to the product and risk of loss transfer to customers, provided there are no remaining performance obligations required of the Company or any written matters requiring customer acceptance. The Company allows for the return of product from direct customers in certain regions within fifteen days after the original sale and records estimated sales returns as a reduction of sales in the same period revenue is recognized. Sales return provisions are calculated based upon historical experience with actual returns. Actual sales returns in any future period are inherently uncertain and thus may differ from the estimates. If actual sales returns differ significantly from the estimates, an adjustment to revenue in the current or subsequent period is recorded. As of December 31, 2018 , an allowance of $52,000 was recorded for product returns. Prior to 2018, returns of products have been de minimis and accordingly no allowance for returns was recorded as of December 31, 2017 . A portion of the Company’s revenue is generated from the sale of consigned inventory maintained at physician, hospital, and clinic locations. For these products, revenue is recognized at the time the Company is notified by the consignee that the product has been implanted, not when the consigned products are delivered to the consignee’s warehouse. The Company has a limited warranty to distributors for the shelf life of the product, which is five years from the time of manufacture. Estimated warranty obligations are recorded at the time of sale. The Company also offers a warranty to patients in the event of rupture and a replacement program for capsular contracture events provided certain registration requirements are met. Revenue for extended warranties are recognized ratably over the term of the agreement. To date, these warranty and program costs have been de minimis. The Company will continue to evaluate the warranty reserve policies for adequacy considering claims history. Deferred revenue primarily consists of payments received in advance of meeting revenue recognition criteria. The Company has received payments from distributors to provide distribution exclusivity within a geographic area and recognizes deferred revenue on a ratable basis over the term of such contractual distribution relationship. Additionally, the Company has received payments from customers in direct markets prior to surgical implantation, and recognizes deferred revenue at the time the Company is notified by the customer that the product has been implanted. For all arrangements, any revenue that has been deferred and is expected to be recognized beyond one year is classified as long-term deferred revenue and included in “Other liabilities, long term” on the consolidated balance sheets. |
Research and Development | Research and Development Costs related to research and development, or R&D, activities are expensed as incurred. R&D costs primarily include personnel costs, materials, clinical expenses, regulatory expenses, product development, consulting services, outside research activities, all of which are directly related to research and development activities. The Company estimates FDA clinical trial expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations that conduct and manage clinical trials on its behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of patient enrollment and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses SG&A expenses include sales and marketing costs, payroll and related benefit costs, insurance expenses, shipping and handling costs, legal and professional fees and administrative overhead. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the assets’ estimated useful lives of five to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful life of the asset or the remaining lease term after factoring expected renewal periods. Upon retirement or disposal of assets, the costs and related accumulated depreciation are eliminated from the accounts and any gain or loss is recognized in operations. Maintenance and repairs are expensed as incurred. Substantially all of the Company’s manufacturing operations and related property and equipment is located in Costa Rica. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company records the excess of the acquisition purchase price over the net fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other, the Company tests goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with the annual impairment test for goodwill, the Company elected the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines that it was more likely than not that the fair value of the reporting unit is less than its carrying amount, then the quantitative impairment test is performed. Consistent with the Company's assessment that it has only one reporting segment, the Company has determined that it has only one reporting unit and, if a quantitative assessment is needed, tests goodwill for impairment at the entity level using the two-step process required by ASC 350. In the first step, the Company compares the carrying amount of the reporting unit to the fair value of the enterprise. If the fair value of the enterprise exceeds the carrying value, goodwill is not considered impaired and no further testing is required. If the carrying value of the enterprise exceeds the fair value, goodwill is potentially impaired, and the second step of the impairment test must be performed. In the second step, the Company compares the implied fair value of the goodwill, as defined by ASC 350, to its carrying amount to determine the impairment loss, if any. The Company capitalizes certain costs related to intangible assets, such as patents and trademarks and records purchased intangible assets at their respective estimated fair values at the date of acquisition. Purchased finite-lived intangible assets are being amortized using the straight-line method over their remaining estimated useful lives, which range from two to fifteen years. The Company evaluates the remaining useful lives of intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to the remaining estimated amortization period. The Company tests indefinite-lived intangible assets for impairment on at least an annual basis and whenever circumstances suggest the assets may be impaired. If indicators of impairment are present, the Company evaluates the carrying value of the intangible assets in relation to estimates of future undiscounted cash flows. The Company also evaluates the remaining useful life of an indefinite-lived intangible asset to determine whether events and circumstances continue to support an indefinite useful life. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. There were no impairment charges, or changes in estimated useful lives recorded d uring the years ended December 31, 2018 and 2017 . |
Debt and Embedded Derivatives | Debt and Embedded Derivatives The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company records, when necessary, discounts to notes payable for the intrinsic value of conversion and other options embedded in debt instruments as a beneficial conversion option based upon the differences between the fair value of the underlying shares at the commitment date of the note transaction and the effective conversion price embedded in the note (see Note 6). The Company uses option pricing valuation models to determine the fair value of embedded derivatives and records any change in fair value as a component of other income or expense in the consolidated statements of operations (see Note 5). |
Debt Issuance Costs and Debt Discounts | Debt Issuance Costs and Debt Discounts Costs incurred in connection with the issuance of new debt are capitalized. Capitalizable debt issuance costs paid to third parties and debt discounts, net of amortization, are recorded as a reduction to the long-term debt balance on the consolidated balance sheets. Amortization expense on capitalized debt issuance costs and debt discounts related to loans are calculated using the effective interest method over the term of the loan commitment and is recorded as interest expense in the condensed consolidated statements of operations. |
Income Taxes | Income Taxes The Company records income taxes using 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 recognized in the Company’s consolidated financial statements or income tax returns. In estimating future tax consequences, expected future events, enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on 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 greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. |
Foreign Currency | Foreign Currency The financial statements of the Company’s foreign subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income (loss)” as equity in the consolidated balance sheet. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within “Other income (expense), net” in the consolidated statements of operations. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, consisting of legal, accounting and other fees and costs relating to the Company’s IPO, are capitalized within “Other non-current assets” on the consolidated balance sheet. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company’s comprehensive loss consists of net loss and foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries. |
Share-based Compensation | Share-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards in accordance with the provisions of ASC 718, Stock Compensation . Stock-based awards granted include stock options, restricted stock units, or RSUs, and restricted stock awards, or RSAs. Share-based compensation expense for stock options granted to employees and RSAs is measured at the grant date based on the fair value of the awards and is recognized as an expense ratably on a straight-line basis over the requisite service period. The fair value of options to purchase shares granted to employees is estimated on the grant date using the Black-Scholes option valuation model. The Company accounts for stock options issued to non-employees under ASC 505-50 Equity: Equity-Based Payments to Non-Employees , using the Black-Scholes option valuation model to value stock options. The fair value of such non-employee awards is remeasured at each quarter-end over the vesting period. The calculation of share-based compensation expense requires that the Company make assumptions and judgments about the variables used in the Black-Scholes model, including the expected term, expected volatility of the underlying common shares, risk-free interest rate and dividends. The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , under which it recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance (see Note 10). |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to shareholders by the weighted-average number of shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, any shares issuable upon exercise of share warrants, share options and non-vested restricted stock outstanding under the Company’s equity plan are potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for periods where the Company reported a net loss because including the dilutive securities would be anti-dilutive. |
Recent Accounting Standards | Recent Accounting Standards Periodically, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, or JOBS Act, the Company meets the definition of an emerging growth company, and has elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company will remain an emerging growth company until the earliest of (1) the last day of its first fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion , or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common shares that are held by non-affiliates exceeds $700.0 million of the prior June 30th and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. The following recent accounting pronouncements issued by the FASB, could have a material effect on our financial statements: Recently Adopted Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. ASU 2014-09 is effective for non-public business entities beginning in fiscal 2019 as a result of ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ” which was issued by the FASB in August 2015 and extended the original effective date by one year. In 2016, the FASB issued additional updates to the new revenue standard relating to reporting revenue on a gross versus net basis, identifying performance obligations and licensing arrangements, and narrow-scope improvements and practical expedients, respectively. The effective date of this additional update is the same as that of ASU 2014-09. Although the Company is an emerging growth Company, as described above, effective the first quarter of 2019, the Company adopted ASC 606, Revenue from Contracts with Customers , and all the related amendments and applied it to all contracts that were not completed as of January 1, 2019 using the modified retrospective method. The impact of adoption on the Company’s consolidated balance sheet and consolidated statement of operations was assessed as not material. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which provides additional guidance on evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The guidance requires an entity to evaluate if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the new guidance would define this as an asset acquisition; otherwise, the entity then evaluates whether the asset meets the requirement that a business include, at a minimum, an input and substantive process that together significantly contribute to the ability to create outputs. The Company early adopted this ASU on a prospective basis on July 1, 2018. The adoption of this ASU did not have a material impact on the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . This ASU provides amendments to the current guidance on determining which changes to the terms and conditions of share-based payment awards require the application of modification accounting. The effects of a modification should be accounted for unless there are no changes between the fair value, vesting conditions, and classification of the modified award and the original award immediately before the original award is modified. ASU 2017-09 became effective for non-public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. The adoption of this ASU did not have a material impact on the financial statements. Recently Issued Accounting Standards In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements. The modifications removed the following disclosure requirements: (i) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU added the following disclosure requirements: (i) the changes in unrealized gains and losses for the period included in other comprehensive income ("OCI") for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) the range and weighted average of significant observable inputs used to develop Level 3 fair value measurements. This update is effective for non-public entities for annual and interim periods beginning after December 15, 2020, with early adoption permitted. As the requirements of this literature are disclosure only, ASU 2018-13 will not impact our financial condition or results of operations. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting . This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. This guidance is effective for non-public entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , 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 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 twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases today. ASC 842 supersedes the previous leases standard, ASC 840 Leases . The standard is effective for non-public business entities for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Consolidated Entities | The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries as of December 31, 2018 as follows: Subsidiary Incorporation/Acquisition Date Establishment Labs, S.A. (Costa Rica) January 18, 2004 Motiva USA, LLC (USA) February 20, 2014 JAMM Technologies, Inc. (USA) October 27, 2015 Establishment Labs Produtos par Saude Ltda (Brazil) January 4, 2016 European Distribution Center Motiva BVBA (Belgium) March 4, 2016 Motiva Implants France SAS (France) September 12, 2016 JEN-Vault AG (Switzerland) November 22, 2016 Motiva Nordica AB (Sweden) November 2, 2017 Motiva Implants UK Limited July 31, 2018 Motiva Italy S.R.L July 31, 2018 |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Inventory | Inventory December 31, 2018 2017 (in thousands) Raw materials $ 3,349 $ 1,978 Work in process 1,244 1,132 Finished goods 20,252 10,063 $ 24,845 $ 13,173 |
Property, Plant and Equipment | Property and Equipment, Net December 31, 2018 2017 (in thousands) Machinery and equipment $ 7,145 $ 5,473 Vehicles 400 353 Furniture and fixtures 2,536 2,110 Leasehold improvements 8,062 8,743 Total 18,143 16,679 Less: Accumulated depreciation and amortization (5,230 ) (3,179 ) $ 12,913 $ 13,500 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, 2018 2017 (in thousands) Bonus $ 3,058 $ 748 Payroll and related expenses 1,300 798 Commissions 487 210 Other 1,280 570 $ 6,125 $ 2,326 |
Schedule of Short-term Debt | Other liabilities, short-term consisted of the following: December 31, 2018 2017 (in thousands) Repurchase of warrants $ 2,261 $ — Contingent equity consideration (see Note 11) 914 321 Deferred revenue 908 907 $ 4,083 $ 1,228 |
Schedule of Long-term Debt | Other liabilities, long-term consisted of the following: December 31, 2018 2017 (in thousands) Repurchase of warrants $ — $ 2,261 Contingent equity consideration (see Note 11) 914 643 Deferred revenue 1,186 927 Cash payable for asset acquisitions (see Note 11) 883 — Other 568 842 $ 3,551 $ 4,673 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | There were no changes in the carrying amount of goodwill during the year ended December 31, 2018 : Balance as of January 1, 2018 Additions Accumulated Impairment Losses Balance as of December 31, 2018 (in thousands) Goodwill $ 465 $ — $ — $ 465 |
Schedule of Finite-Lived Intangible Assets | The carrying amounts of these intangible assets as of December 31, 2018 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,669 $ (564 ) $ 1,105 7-12 Customer relationships 1,896 (381 ) 1,515 4-10 510(k) authorization 567 (118 ) 449 15 Developed technology 62 (34 ) 28 10 Capitalized software development costs 98 (98 ) — 2 Other 75 (18 ) 57 2-5 Capitalized patents and license rights not yet amortized 291 — 291 $ 4,658 $ (1,213 ) $ 3,445 The carrying amounts of intangible assets as of December 31, 2017 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,635 $ (361 ) $ 1,274 7-12 Customer relationships 1,304 (40 ) 1,264 10 510(k) authorization 567 (80 ) 487 15 Developed technology 62 (28 ) 34 10 Capitalized software development costs 98 (49 ) 49 2 Other 17 (15 ) 2 2-3 Capitalized patents and license rights not yet amortized 291 — 291 $ 3,974 $ (573 ) $ 3,401 |
Schedule of Indefinite-Lived Intangible Assets | The carrying amounts of intangible assets as of December 31, 2017 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Lives (in thousands) (in years) Patents and license rights $ 1,635 $ (361 ) $ 1,274 7-12 Customer relationships 1,304 (40 ) 1,264 10 510(k) authorization 567 (80 ) 487 15 Developed technology 62 (28 ) 34 10 Capitalized software development costs 98 (49 ) 49 2 Other 17 (15 ) 2 2-3 Capitalized patents and license rights not yet amortized 291 — 291 $ 3,974 $ (573 ) $ 3,401 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2018 , the amortization expense related to identifiable intangible assets, with definite useful lives, in future periods is expected to be as follows: Year Ending December 31, (in thousands) 2019 $ 729 2020 714 2021 674 2022 345 2023 109 Thereafter 583 Total $ 3,154 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows: Warrant Acquisition-related Contingent Consideration Put Option Liability (Madryn) Call Option Liability (Madryn) Balance at December 31, 2016 $ 3,983 $ — $ — $ — Issuance of financial instruments — 964 20,044 83 Change in fair value 4,035 — 258 277 Repurchase of warrants (7,060 ) — — — De-recognition during period (958 ) — — — Balance at December 31, 2017 $ — $ 964 $ 20,302 $ 360 Change in fair value — 1,727 (15,534 ) (360 ) De-recognition during period — (863 ) — — Balance at December 31, 2018 $ — $ 1,828 $ 4,768 $ — |
Fair Value, Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at period end: Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 (in thousands) Liabilities Madryn put option liability $ 4,768 $ — $ — $ 4,768 Acquisition-related contingent consideration 1,828 — — 1,828 $ 6,596 $ — $ — $ 6,596 Fair Value Measurements at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Liabilities Madryn put option liability $ 20,302 $ — $ — $ 20,302 Madryn call option liability 360 — — 360 Acquisition-related contingent consideration 964 — — 964 $ 21,626 $ — $ — $ 21,626 |
Fair Value Measurement Inputs and Valuation Techniques | The Company used the following assumptions to value Madryn derivatives: Put Option Liability (Madryn) December 31, 2018 December 31, 2017 Interest rate volatility 17.4% 21.0% Market yield rate 13.0% 12.5% Term (in years) 4.5 5.5 Dividend yield —% —% Call Option Liability (Madryn) December 31, 2018 December 31, 2017 Interest rate volatility -- 21.0% Market yield rate -- 12.5% Term (in years) -- 5.5 Dividend yield -- —% |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company recorded the notes on the balance sheets as follows: December 31, December 31, (in thousands) Principal $ — $ 4,218 Accrued interest — 703 Total principal and accrued interest at end of period $ — $ 4,921 The Company recorded Madryn debt on the balance sheets as follows: 2018 2017 (in thousands) Principal $ 40,000 $ 40,000 Net unamortized debt discount and issuance costs (17,678 ) (20,833 ) Net carrying value of Madryn debt $ 22,322 $ 19,167 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under the operating leases as of December 31, 2018 were as follows: Years Ending December 31, Operating Leases (in thousands) 2019 $ 888 2020 824 2021 765 2022 764 2023 792 Thereafter 3,137 $ 7,170 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments under these capital leases as of December 31, 2018 were as follows: Years Ending December 31, Capital Leases (in thousands) 2019 $ 355 2020 263 2021 154 2022 25 797 Interest included in the above payments (81 ) Amount payable without interest 716 Short-term minimum capital lease payments (included in accrued liabilities) 336 Long-term minimum capital lease payments $ 380 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Reserved Ordinary Shares for Future Issuances | The Company had reserved common shares for future issuances at December 31: 2018 2017 Warrants to purchase common shares 104,826 145,000 Options to purchase shares 1,486,363 863,932 Remaining shares available under the 2015 Equity Incentive Plan — 91,181 Remaining shares available under the 2018 Equity Incentive Plan 1,015,148 — Shares issuable on vesting of restricted stock awards 314,123 585,056 Remaining shares available under the 2018 ESPP 100,000 — Total 3,020,460 1,685,169 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2018 and 2017, 104,826 and 145,000 warrants to purchase the Company’s common shares, respectively, were outstanding and exercisable: Warrant Holder Issue Date In Connection With Warrant to Shares Exercise Expiration Date Rockport 3/3/2017 Loan agreement Common 104,826 $ 3.80 8/28/2022 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense | During the periods presented, the Company recorded the following share-based compensation expense for stock options and restricted stock awards: 2018 2017 (in thousands) Sales, general and administrative $ 3,400 $ 1,221 Research and development 3,920 2,082 Total $ 7,320 $ 3,303 |
Schedule of Stock Options | Stock Options Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balances at December 31, 2017 863,932 $ 5.36 7.6 $ 4,199 Granted (weighted-average fair value of $10.43 per share) 810,628 16.52 Exercised (132,091 ) 4.87 Forfeited/canceled (56,106 ) 7.54 Balances at December 31, 2018 1,486,363 $ 11.43 8.74 $ 23,778 |
Schedule of Employee Stock Options Valuation Assumptions | The fair value of stock options granted to employees in 2018 was estimated using the following assumptions: 2018 Volatility 56.0% - 57.0% Risk-free interest rate 2.7% - 3.1% Term (in years) 6.25 Dividend yield 0% |
Schedule of Non-employee Stock Options Valuation Assumptions | The fair value of stock options granted to consultants was estimated using the following assumptions during the following periods presented: 2018 2017 Volatility 58.0% - 59.0% 59.0% Risk-free interest rate 2.8% - 3.1% 2.4% Term (in years) 10.0 10.0 Dividend yield 0.0% 0.0% |
Schedule of Restricted Stock | The following table represents RSA activity for fiscal 2018: Restricted Stock Awards Weighted- Average Grant Date Fair Value Outstanding unvested at December 31, 2017 585,056 $ 7.57 Granted 90,301 13.27 Vested (245,066 ) 7.42 Forfeited/canceled (116,168 ) 9.60 Outstanding unvested at December 31, 2018 314,123 $ 8.57 The following table represents RSU activity for fiscal 2018: Restricted Stock Units Weighted- Average Grant Date Fair Value Outstanding unvested at December 31, 2017 — $ — Granted 3,852 25.35 Vested (3,852 ) 25.35 Forfeited/canceled — — Outstanding unvested at December 31, 2018 — $ — |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 1,000 Fair market value of Class A ordinary shares issued 344 Contingent consideration 964 Cash paid for inventory 704 Total purchase price $ 3,012 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Allocation of Purchase Price: (in thousands) Inventory $ 3,560 Customer relationships 52 Total purchase price allocated $ 3,612 Allocation of Purchase Price: (in thousands) Inventory $ 1,498 Customer relationships 1,280 Covenant not to compete 24 Goodwill 210 Total purchase price allocated $ 3,012 Allocation of Purchase Price: (in thousands) Inventory $ 235 Customer relationships 108 Total purchase price allocated $ 343 Allocation of Purchase Price: (in thousands) Inventory $ 2,137 Customer relationships 428 Covenant not to compete 57 Total purchase price allocated $ 2,622 |
Schedule of Asset Acquisition, by Acquisition | The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 1,838 Cash paid for inventory 1,774 Total purchase price $ 3,612 The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 544 Minimum guaranteed milestone payments 1,161 Cash paid for inventory 917 Total purchase price $ 2,622 The purchase price and allocation of purchase price were as follows: Purchase Price: (in thousands) Cash consideration $ 100 Fair market value of common shares issued on effective date 120 Cash paid for inventory 123 Total purchase price $ 343 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2018 and 2017, loss before income tax provision (benefit) consisted of the following: 2018 2017 (in thousands) Costa Rica Operations $ 3,422 $ (6,887 ) Non-Costa Rica Operations (24,305 ) (27,905 ) $ (20,883 ) $ (34,792 ) |
Schedule of Components of Income Tax Expense (Benefit) | As of December 31, the income tax provision consisted of the following: 2018 2017 (in thousands) Current Costa Rica $ 105 $ — Non-Costa Rica 110 105 Total Current 215 105 Deferred Costa Rica — — Non-Costa Rica — — Total deferred — — Total provision $ 215 $ 105 |
Schedule of Effective Income Tax Rate Reconciliation | The items accounting for the difference between income taxes computed at the Costa Rica statutory income tax rate and the income tax provision consisted of the following at December 31: 2018 2017 (in thousands) Tax benefit at Costa Rica statutory rate $ (6,265 ) 30 % $ (10,438 ) 30 % Foreign tax rate differential 4,335 (21 ) 5,665 (15 ) Tax rate changes 42 — 562 (2 ) Return to provision adjustment 553 (3 ) 679 (1 ) Tax credits (75 ) — (26 ) — Change in valuation allowance 2,439 (12 ) 1,768 (4 ) Net operating loss expiration — — — — Tax holiday benefit (912 ) 4 1,653 (8 ) Other 98 1 242 — $ 215 (1 )% $ 105 — % |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, the components of the Company's deferred tax assets and liabilities are as follows: 2018 2017 (in thousands) Accruals and reserves $ 62 $ 91 Deferred revenue — 33 Intangibles 73 69 Stock compensation 131 5 Net operating loss 5,738 3,384 R&D credits 97 28 Other (46 ) 6 Valuation allowance (6,055 ) (3,616 ) Total net deferred tax liabilities $ — $ — |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table summarizes the computation of basic and diluted net loss per share for the periods presented: Year Ended December 31, 2018 2017 (in thousands, except share and per share data) Numerator: Net loss $ (21,098 ) $ (34,897 ) Denominator: Weighted average common shares used for basic and diluted earnings per share 17,350,705 10,230,586 Loss per share: Basic and diluted $ (1.22 ) $ (3.41 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities outstanding at the end of the periods presented have been excluded from the computation of diluted shares at December 31: 2018 2017 Options to purchase shares 1,486,363 863,932 Shares issuable on vesting of restricted stock awards 314,123 585,056 Warrants to purchase common shares 104,826 145,000 Total 1,905,312 1,593,988 |
Formation and Business of the_2
Formation and Business of the Company (Details) $ / shares in Units, $ in Thousands | Jul. 23, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)facilityshares | Dec. 31, 2017USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | |||
Number of manufacturing facilities | facility | 2 | ||
Deduction of underwriting discounts and commissions | $ | $ 0 | $ 914 | |
Shares reserved for future issuance (in shares) | 3,020,460 | 1,685,169 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares sold (in shares) | 4,272,568 | ||
Price of shares sold (in USD per shares) | $ / shares | $ 18 | ||
Proceeds from issuance of IPO | $ | $ 70,100 | ||
Deduction of underwriting discounts and commissions | $ | $ 5,400 | ||
Deferred offering costs | $ | $ 1,500 | ||
Underwriter's Option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares sold (in shares) | 557,291 | ||
Equity Incentive Plan, 2018 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 1,500,000 | 1,015,148 | 0 |
Employee Share Purchase Plan, 2018 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 100,000 | 100,000 | 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Inventory obsolescence | 200,000 | 0 |
Sales, general and administrative | $ 47,295,000 | 30,821,000 |
Number of reporting units | segment | 1 | |
Goodwill and intangible asset impairment | $ 0 | 0 |
Asset impairment charges | 0 | 0 |
Foreign currency transaction gain (loss) | (2,400,000) | 400,000 |
Payments of deferred offering costs | $ 1,468,000 | 0 |
Number of Reportable Segments | segment | 1 | |
Number of Operating Segments | segment | 1 | |
Product Concentration Risk | NuSil Technology LLC | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Purchases from suppliers | $ 14,800,000 | 10,200,000 |
Outstanding balance owed | $ 800,000 | $ 700,000 |
Revenue | Geographic Concentration Risk | Brazil | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 15.70% | |
Purchases | Product Concentration Risk | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 63.40% | 40.60% |
Shipping and Handling | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Sales, general and administrative | $ 2,000,000 | $ 1,300,000 |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | P5Y | |
Estimated useful lives | 2 years | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | P10Y | |
Estimated useful lives | 15 years | |
SEC Schedule, 12-09, Allowance, Sales Returns | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Allowance for recorded product returns | $ 52,000 | 0 |
IPO | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Payments of deferred offering costs | $ 1,600,000 | |
Deferred offering costs | $ 1,500,000 |
Balance Sheet Accounts - Invent
Balance Sheet Accounts - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 3,349 | $ 1,978 |
Work in process | 1,244 | 1,132 |
Finished goods | 20,252 | 10,063 |
Inventory, gross | $ 24,845 | $ 13,173 |
Balance Sheet Accounts - Proper
Balance Sheet Accounts - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 18,143 | $ 16,679 |
Less: Accumulated depreciation and amortization | (5,230) | (3,179) |
Property, plant and equipment, net | 12,913 | 13,500 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,145 | 5,473 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 400 | 353 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,536 | 2,110 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,062 | $ 8,743 |
Balance Sheet Accounts - Narrat
Balance Sheet Accounts - Narrative (Details) shares in Millions | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2017USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Nov. 30, 2015ft² | Aug. 31, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 2,200,000 | $ 1,600,000 | |||
Capital leased assets, gross value | 1,400,000 | 1,300,000 | |||
Payments for repurchase of warrants | $ 4,700,000 | $ 0 | $ 2,400,000 | ||
Warrants outstanding (in shares) | shares | 2.3 | 2.3 | |||
Costa Rica Manufacturing Facility | |||||
Property, Plant and Equipment [Line Items] | |||||
Area of real estate property | ft² | 27,900 | ||||
Option to purchase title to the building | $ 3,500,000 | ||||
Monthly lease amount | $ 28,000 | ||||
Assets Held under Capital Leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 89,900 | $ 0 |
Balance Sheet Accounts - Accrue
Balance Sheet Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Bonus | $ 3,058 | $ 748 |
Payroll and related expenses | 1,300 | 798 |
Commissions | 487 | 210 |
Other | 1,280 | 570 |
Accrued liabilities | $ 6,125 | $ 2,326 |
Balance Sheet Accounts - Other
Balance Sheet Accounts - Other Liabilities, Short Term (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Repurchase of warrants | $ 2,261 | $ 0 |
Contingent consideration, equirt interest issued or issuable, value assigned | 914 | 321 |
Deferred revenue | 908 | 907 |
Other liabilities | $ 4,083 | $ 1,228 |
Balance Sheet Accounts - Othe_2
Balance Sheet Accounts - Other Liabilities, Long-term (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Repurchase of warrants | $ 0 | $ 2,261 |
Contingent consideration, equirt interest issued or issuable, value assigned | 914 | 643 |
Deferred revenue | 1,186 | 927 |
Cash payable for asset acquisition | 883 | 0 |
Other | 568 | 842 |
Other liabilities | $ 3,551 | $ 4,673 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 465 |
Additions | 0 |
Accumulated Impairment Losses | 0 |
Ending Balance | $ 465 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (1,213) | $ (573) |
Net Carrying Amount | 3,154 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Indefinite-lived capitalized patents and license rights | 291 | 291 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amount | 4,658 | 3,974 |
Net book value | $ 3,445 | 3,401 |
Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 15 years | |
Patents and license rights | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 1,669 | 1,635 |
Accumulated Amortization | (564) | (361) |
Net Carrying Amount | $ 1,105 | $ 1,274 |
Patents and license rights | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 7 years | 7 years |
Patents and license rights | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 12 years | 12 years |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 1,896 | $ 1,304 |
Accumulated Amortization | (381) | (40) |
Net Carrying Amount | $ 1,515 | $ 1,264 |
Estimated Useful Lives | 10 years | |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 4 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 10 years | |
510(k) authorization | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 567 | $ 567 |
Accumulated Amortization | (118) | (80) |
Net Carrying Amount | $ 449 | $ 487 |
Estimated Useful Lives | 15 years | 15 years |
Developed technology | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 62 | $ 62 |
Accumulated Amortization | (34) | (28) |
Net Carrying Amount | $ 28 | $ 34 |
Estimated Useful Lives | 10 years | 10 years |
Capitalized software development costs | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 98 | $ 98 |
Accumulated Amortization | (98) | (49) |
Net Carrying Amount | $ 0 | $ 49 |
Estimated Useful Lives | 2 years | 2 years |
Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 75 | $ 17 |
Accumulated Amortization | (18) | (15) |
Net Carrying Amount | $ 57 | $ 2 |
Other | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 2 years | 2 years |
Other | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Lives | 5 years | 3 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 0.6 | $ 0.3 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 729 |
2020 | 714 |
2021 | 674 |
2022 | 345 |
2023 | 109 |
Thereafter | 583 |
Net Carrying Amount | $ 3,154 |
Fair Value Measurements - FV on
Fair Value Measurements - FV on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Acquisition-related contingent consideration | $ 1,828 | $ 964 |
Liabilities | 6,596 | 21,626 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Acquisition-related contingent consideration | 0 | 0 |
Liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Acquisition-related contingent consideration | 0 | 0 |
Liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Acquisition-related contingent consideration | 1,828 | 964 |
Liabilities | 6,596 | 21,626 |
Put Option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 4,768 | 20,302 |
Put Option | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Put Option | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Put Option | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 4,768 | 20,302 |
Call Option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 360 | |
Call Option | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Call Option | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Call Option | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 360 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | Nov. 17, 2017USD ($)shares | Dec. 31, 2018shares | Dec. 31, 2017USD ($) | Dec. 15, 2017USD ($) | Aug. 31, 2017USD ($) |
Femiline AB and Jonah Anderson | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Shares contingently issuable | shares | 100,000 | 33,333 | |||
Acquisition-related contingent consideration | $ 1 | ||||
Line of Credit | Madryn Credit Agreement | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of options | $ 15.1 | ||||
Debt discount | $ 5 | $ 5 | |||
Additional amount borrowed | $ 10 | ||||
Measurement Input, Probability of Change in Control | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Change in control, percentage | 0.50 | 0.90 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Put Option Liability (Madryn) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term (in years) | 4 years 6 months | 5 years 6 months |
Call Option Liability (Madryn) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term (in years) | 5 years 6 months | |
Interest rate volatility | Put Option Liability (Madryn) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0.174 | 0.210 |
Interest rate volatility | Call Option Liability (Madryn) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0.210 | |
Market yield rate | Put Option Liability (Madryn) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0.130 | 0.125 |
Market yield rate | Call Option Liability (Madryn) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0.125 | |
Dividend yield | Put Option Liability (Madryn) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0 | 0 |
Dividend yield | Call Option Liability (Madryn) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability | 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant Liability | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | $ 0 | $ 3,983 |
Issuance of financial instruments | 0 | |
Change in fair value | 0 | 4,035 |
Repurchase of warrants | (7,060) | |
De-recognition during period | 0 | (958) |
Ending Balance | 0 | 0 |
Acquisition-related Contingent Consideration | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | 964 | 0 |
Issuance of financial instruments | 964 | |
Change in fair value | 1,727 | 0 |
Repurchase of warrants | 0 | |
De-recognition during period | (863) | 0 |
Ending Balance | 1,828 | 964 |
Put Option Liability (Madryn) | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | 20,302 | 0 |
Issuance of financial instruments | 20,044 | |
Change in fair value | (15,534) | 258 |
Repurchase of warrants | 0 | |
De-recognition during period | 0 | 0 |
Ending Balance | 4,768 | 20,302 |
Call Option Liability (Madryn) | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | 360 | 0 |
Issuance of financial instruments | 83 | |
Change in fair value | (360) | 277 |
Repurchase of warrants | 0 | |
De-recognition during period | 0 | 0 |
Ending Balance | $ 0 | $ 360 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 15, 2017USD ($) | Oct. 31, 2017USD ($) | Aug. 24, 2017shares | Aug. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)payment | Dec. 31, 2017USD ($) | Jun. 15, 2018USD ($) | Feb. 28, 2018USD ($) | Jan. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Aug. 31, 2017USD ($) | Jan. 31, 2017USD ($) | Jul. 31, 2016USD ($) | Jan. 31, 2016USD ($) | Aug. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Value of shares granted to purchase | $ 2,000,000 | |||||||||||||||
Shares offered to resell ratio | 0.5 | |||||||||||||||
Line of Credit | Madryn Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | $ 5,400,000 | $ 1,400,000 | ||||||||||||||
Fair value of options | $ 15,100,000 | |||||||||||||||
Principal balance outstanding | $ 40,000,000 | 40,000,000 | ||||||||||||||
Maximum borrowing capacity | 55,000,000 | |||||||||||||||
Borrowings on credit facility | 10,000,000 | |||||||||||||||
Weighted average interest rate | 13.44% | |||||||||||||||
Number of payments | payment | 8 | |||||||||||||||
Quarterly principal payments percentage | 12.50% | |||||||||||||||
Debt discount | $ 5,000,000 | $ 5,000,000 | ||||||||||||||
Legal expenses | $ 1,300,000 | |||||||||||||||
Maximum investment in subsidiary | $ 5,000,000 | $ 5,000,000 | ||||||||||||||
Line of Credit | Madryn Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit agreement interest rate | 11.00% | |||||||||||||||
Default interest rate | 4.00% | |||||||||||||||
Line of Credit | Madryn Credit Agreement - Term A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Capacity available for trade purchases | $ 30,000,000 | |||||||||||||||
Line of Credit | Madryn Credit Agreement - Term B and C | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity available upon achieving revenue milestones | 25,000,000 | |||||||||||||||
Line of Credit | Madryn Credit Agreement - Term B-1 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowings on credit facility | $ 5,000,000 | |||||||||||||||
Line of Credit | Madryn Credit Agreement - Term B-2 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowings on credit facility | $ 5,000,000 | |||||||||||||||
Line of Credit | Madryn Credit Agreement - Term B-3 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Capacity available for trade purchases | $ 5,000,000 | |||||||||||||||
Line of Credit | Madyrn Credit Agreement - Term C | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Capacity available for trade purchases | $ 10,000,000 | |||||||||||||||
Affiliated Entity | Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal balance | $ 1,200,000 | |||||||||||||||
Affiliated Entity | Notes Payable | Seven Percent Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal balance | $ 4,200,000 | |||||||||||||||
Simple rate | 7.00% | |||||||||||||||
Interest expense | 200,000 | 200,000 | ||||||||||||||
Repayment of debt | $ 5,100,000 | |||||||||||||||
Accrued interest subject to compromise | $ 900,000 | |||||||||||||||
Principal balance outstanding | 4,218,000 | $ 0 | 4,218,000 | $ 4,300,000 | ||||||||||||
Affiliated Entity | Convertible Debt | Related Party Convertible Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Simple rate | 10.00% | |||||||||||||||
Maximum borrowing capacity | $ 19,800,000 | $ 18,000,000 | 15,000,000 | |||||||||||||
Amortization of debt discount | 1,100,000 | |||||||||||||||
Fair value of options | $ 100,000 | |||||||||||||||
Conversion of related party convertible notes payable into ordinary shares | shares | 5,869,417 | |||||||||||||||
Principal balance outstanding | $ 0 | $ 0 | $ 0 |
Debt - Notes (Details)
Debt - Notes (Details) - Affiliated Entity - Notes Payable - Seven Percent Notes Payable - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2015 |
Debt Instrument [Line Items] | |||
Principal | $ 0 | $ 4,218 | $ 4,300 |
Accrued interest | 0 | 703 | |
Net carrying value of Madryn debt | $ 0 | $ 4,921 |
Debt - Madryn Debt (Details)
Debt - Madryn Debt (Details) - Madryn Credit Agreement - Line of Credit - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Principal | $ 40,000 | $ 40,000 |
Net unamortized debt discount and issuance costs | (17,678) | (20,833) |
Net carrying value of Madryn debt | $ 22,322 | $ 19,167 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | May 18, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Loss Contingencies [Line Items] | |||
Rent expense | $ 1 | $ 0.8 | |
Operating lease term | 9 years | ||
Belgium Office Rental | |||
Loss Contingencies [Line Items] | |||
Operating lease annual base rent | $ 0.2 | ||
Capital lease obligation | Minimum | |||
Loss Contingencies [Line Items] | |||
Capital lease term | 1 year | ||
Interest rate | 4.00% | ||
Capital lease obligation | Maximum | |||
Loss Contingencies [Line Items] | |||
Capital lease term | 7 years | ||
Interest rate | 7.00% |
Commitment and Contingencies _2
Commitment and Contingencies - Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 888 |
2020 | 824 |
2021 | 765 |
2022 | 764 |
2023 | 792 |
Thereafter | 3,137 |
Total | $ 7,170 |
Commitment and Contingencies _3
Commitment and Contingencies - Capital Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 355 |
2020 | 263 |
2021 | 154 |
2022 | 25 |
Total | 797 |
Interest included in the above payments | (81) |
Amount payable without interest | 716 |
Short-term minimum capital lease payments (included in accrued liabilities) | 336 |
Long-term minimum capital lease payments | $ 380 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 23, 2018 | May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 109,447,799 | |||
Deduction of underwriting discounts and commissions | $ 0 | $ 914 | ||
Common Shares | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 84,050,000 | |||
Common stock, par value (in USD per share) | $ 0 | $ 1 | ||
Common stock, shares issued (in shares) | 20,672,025 | 0 | ||
Common stock, shares outstanding (in shares) | 20,263,955 | 0 | ||
Ordinary Shares, Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 13,482,782 | |||
Common stock, par value (in USD per share) | $ 1 | |||
Ordinary Shares, Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 7,723,848 | |||
Common stock, par value (in USD per share) | $ 1 | |||
Ordinary Shares, Class C | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 96,301 | |||
Ordinary Shares, Class D | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 1,539,359 | |||
Ordinary Shares, Class E | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 323,366 | |||
Ordinary Shares, Class F | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 357,143 | |||
Ordinary Shares, Class G | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 1,250,000 | |||
Ordinary Shares, Class G-1 | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 625,000 | |||
Ordinary Shares | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 0 | 15,743,705 | ||
Common stock, shares outstanding (in shares) | 0 | 14,522,495 | ||
Ordinary Class A and B | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 0 | 21,206,630 | ||
Common stock, par value (in USD per share) | $ 1 | $ 1 | ||
Common stock, shares issued (in shares) | 0 | 13,427,536 | ||
Common stock, shares outstanding (in shares) | 0 | 12,206,326 | ||
Ordinary Class C, D, E, F, G, and G-1 | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 0 | 2,316,169 | ||
Common stock, par value (in USD per share) | $ 0 | $ 0 | ||
Common stock, shares issued (in shares) | 0 | 2,316,169 | ||
Common stock, shares outstanding (in shares) | 0 | 2,316,169 | ||
IPO | ||||
Class of Stock [Line Items] | ||||
Shares sold (in shares) | 4,272,568 | |||
Shares sold | $ 70,100 | |||
Deduction of underwriting discounts and commissions | $ 5,400 | |||
Deferred offering costs | $ 1,500 | |||
Price of shares sold (in USD per shares) | $ 18 | |||
Underwriter's Option | ||||
Class of Stock [Line Items] | ||||
Shares sold (in shares) | 557,291 | |||
Private Placement | Ordinary Shares, Class G | ||||
Class of Stock [Line Items] | ||||
Shares sold | $ 6,200 | |||
Price of shares sold (in USD per shares) | $ 16 | |||
Private Placement | Ordinary Shares, Class G-1 | ||||
Class of Stock [Line Items] | ||||
Shares sold | $ 10,000 | |||
Price of shares sold (in USD per shares) | $ 16 |
Shareholders' Equity - Reserved
Shareholders' Equity - Reserved Ordinary Shares (Details) - shares | Dec. 31, 2018 | Jul. 23, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 3,020,460 | 1,685,169 | |
Equity Incentive Plan, 2015 | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 0 | 91,181 | |
Equity Incentive Plan, 2018 | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 1,015,148 | 1,500,000 | 0 |
Employee Share Purchase Plan, 2018 | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 100,000 | 100,000 | 0 |
Warrant | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 104,826 | 145,000 | |
Employee And Non-employee Stock Option | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 1,486,363 | 863,932 | |
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Shares reserved for future issuance (in shares) | 314,123 | 585,056 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Jan. 01, 2017 | |
Class of Stock [Line Items] | ||||
Warrant to purchase | 40,174 | |||
Warrants outstanding (in shares) | 2,300,000 | 2,300,000 | ||
Cumulative change in accounting principle (adoption of ASU 2017-11) | $ 958 | |||
Liabilities | $ 47,088 | $ 62,108 | ||
Rockport Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants (in USD per share) | $ 3.80 | $ 3.80 | ||
Warrants outstanding (in shares) | 104,826 | 145,000 | ||
Rockport Warrants | Common Class B | ||||
Class of Stock [Line Items] | ||||
Number of shares called by warrants (in shares) | 38,785 | 145,000 | ||
Additional Paid-In Capital | ||||
Class of Stock [Line Items] | ||||
Cumulative change in accounting principle (adoption of ASU 2017-11) | $ 958 |
Warrants - Warrant (Details)
Warrants - Warrant (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
Class of Stock [Line Items] | |||
Shares (in shares) | 2,300,000 | 2,300,000 | |
Rockport Warrants | |||
Class of Stock [Line Items] | |||
Shares (in shares) | 104,826 | 145,000 | |
Exercise Price (in USD per share) | $ 3.80 | $ 3.80 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 23, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance (in shares) | 3,020,460 | 1,685,169 | ||
Number of options vested and exercisable (in shares) | 473,009 | |||
Weighted average exercise price vested and exercisable (in USD per share) | $ 5.03 | |||
Aggregate intrinsic value of options vested and exercisable | $ 10,600,000 | |||
Number of options exercised in period (in shares) | 132,091 | 0 | ||
Weighted average exercise price of options exercised (in USD per share) | $ 4.87 | |||
Intrinsic value of options exercised in period | $ 3,000,000 | $ 0 | ||
Unrecognized compensation expense of stock options granted | $ 3,700,000 | |||
Unrecognized compensation expense period for recognition | 3 years 1 month 1 day | |||
Equity Incentive Plan, 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance (in shares) | 0 | 91,181 | ||
Equity Incentive Plan, 2015 | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance (in shares) | 2,650,000 | |||
Equity Incentive Plan, 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance (in shares) | 1,015,148 | 0 | 1,500,000 | |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Unrecognized share-based compensation cost of unvested RSAs | $ 900,000 | $ 100,000 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSAs vested in period | 2,100,000 | 1,900,000 | ||
Unrecognized share-based compensation cost | $ 3,800,000 | |||
Employee unrecognized compensation expense, period for recognition | 1 year 10 months 24 days | |||
Minimum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Maximum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Consultant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense of stock options to non-employees | $ 6,400,000 | |||
Issuance of stock and warrants for services or claims | $ 4,300,000 | $ 1,300,000 | ||
Subsequent Event | Equity Incentive Plan, 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares authorized (in shares) | 750,000 | |||
Capital shares reserved for future issuance, increase (decrease), percent | 4.00% |
Share-based Compensation - Stoc
Share-based Compensation - Stock Options and Restricted Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 7,320 | $ 3,303 |
Sales, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 3,400 | 1,221 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 3,920 | $ 2,082 |
Share-based Compensation - St_2
Share-based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options Outstanding | ||
Balance outstanding (in shares) | 863,932 | |
Granted (in shares) | 810,628 | |
Exercised (in shares) | (132,091) | 0 |
Forfeited/canceled (in shares) | (56,106) | |
Balance outstanding (in shares) | 1,486,363 | 863,932 |
Weighted average fair value (in USD per share) | $ 10.43 | |
Weighted-Average Exercise Price | ||
Options outstanding (in USD per share) | 5.36 | |
Granted (in USD per share) | 16.52 | |
Exercised (in USD per share) | 4.87 | |
Forfeited/canceled (in USD per share) | 7.54 | |
Options outstanding (in USD per share) | $ 11.43 | $ 5.36 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-average remaining contractual term | 8 years 8 months 27 days | 7 years 7 months 17 days |
Aggregate intrinsic value | $ 23,778 | $ 4,199 |
Share-based Compensation - St_3
Share-based Compensation - Stock Option Granted to Employees (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 2.70% | |
Risk-free interest rate, maximum | 3.10% | |
Term (in years) | 6 years 2 months 30 days | |
Dividend yield | 0.00% | |
Employee Stock Option | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 56.00% | |
Employee Stock Option | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 57.00% | |
Consultant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.40% | |
Consultant | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.80% | |
Consultant | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 3.10% |
Share-based Compensation - St_4
Share-based Compensation - Stock Options Granted to Non-employees (Details) - Consultant | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 59.00% | |
Risk-free interest rate | 2.40% | |
Term (in years) | 10 years | 10 years |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 58.00% | |
Risk-free interest rate | 2.80% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 59.00% | |
Risk-free interest rate | 3.10% |
Share-based Compensation - Rest
Share-based Compensation - Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Restricted Stock | |
Restricted Stock Awards | |
Outstanding balance (in shares) | shares | 585,056 |
Granted (in shares) | shares | 90,301 |
Vested (in shares) | shares | (245,066) |
Forfeited/canceled (in shares) | shares | (116,168) |
Outstanding balance (in shares) | shares | 314,123 |
Weighted- Average Grant Date Fair Value | |
Balance outstanding (in USD per share) | $ / shares | $ 7.57 |
Granted (in USD per share) | $ / shares | 13.27 |
Vested (in USD per share) | $ / shares | 7.42 |
Forfeited/canceled (in USD per share) | $ / shares | 9.60 |
Balance outstanding (in USD per share) | $ / shares | $ 8.57 |
Restricted Stock Units (RSUs) | |
Restricted Stock Awards | |
Outstanding balance (in shares) | shares | 0 |
Granted (in shares) | shares | 3,852 |
Vested (in shares) | shares | (3,852) |
Forfeited/canceled (in shares) | shares | 0 |
Outstanding balance (in shares) | shares | 0 |
Weighted- Average Grant Date Fair Value | |
Balance outstanding (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 25.35 |
Vested (in USD per share) | $ / shares | 25.35 |
Forfeited/canceled (in USD per share) | $ / shares | 0 |
Balance outstanding (in USD per share) | $ / shares | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - Femiline AB and Jonah Anderson - USD ($) $ in Thousands | Nov. 17, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Shares contingently issuable | 100,000 | 33,333 | |
Contingent consideration | $ 964 | ||
Cash paid for inventory | 704 | ||
Inventory fair value | 1,498 | ||
Cash consideration | $ 1,000 | ||
Equity interest issued or issuable (in shares) | 35,714 | ||
Fair market value of Class A ordinary shares issued | $ 344 | ||
Novaform | |||
Business Acquisition [Line Items] | |||
Accounts payable | $ 400 | $ 1,000 | |
Femiline AB | |||
Business Acquisition [Line Items] | |||
Accounts payable | $ 700 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Purchase Price (Details) - USD ($) $ in Thousands | Nov. 17, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Allocation of Purchase Price: | |||
Goodwill | $ 465 | $ 465 | |
Femiline AB and Jonah Anderson | |||
Purchase Price: | |||
Cash consideration | $ 1,000 | ||
Fair market value of Class A ordinary shares issued | 344 | ||
Contingent consideration | 964 | ||
Cash paid for inventory | 704 | ||
Total purchase price | 3,012 | ||
Allocation of Purchase Price: | |||
Inventory | 1,498 | ||
Goodwill | 210 | ||
Total purchase price allocated | 3,012 | ||
Femiline AB and Jonah Anderson | Customer relationships | |||
Allocation of Purchase Price: | |||
Finite-lived intangibles | 1,280 | ||
Femiline AB and Jonah Anderson | Covenant not to compete | |||
Allocation of Purchase Price: | |||
Finite-lived intangibles | $ 24 |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions Business Combinations and Asset Acquisitions - Asset Acquisitions (Details) $ in Thousands, € in Millions | Oct. 03, 2018USD ($) | Oct. 01, 2018USD ($) | Oct. 01, 2018EUR (€) | Sep. 03, 2018USD ($) |
Germany Asset Purchase Agreement | ||||
Purchase Price: | ||||
Cash consideration | $ 544 | |||
Minimum guaranteed milestone payments | 1,161 | |||
Cash paid for inventory | 917 | |||
Total purchase price | 2,622 | |||
Allocation of Purchase Price: | ||||
Inventory | 2,137 | |||
Total purchase price allocated | 2,622 | |||
Spain Asset Purchase Agreement | ||||
Purchase Price: | ||||
Cash consideration | $ 1,800 | € 1.6 | ||
Cash paid for inventory | 1,774 | |||
Total purchase price | 3,612 | |||
Allocation of Purchase Price: | ||||
Inventory | 3,560 | |||
Finite-lived intangibles | 52 | |||
Total purchase price allocated | $ 3,612 | |||
UK Asset Purchase Agreement | ||||
Purchase Price: | ||||
Cash consideration | $ 100 | |||
Asset acquisition, equity interest issued and issuable | 120 | |||
Cash paid for inventory | 123 | |||
Total purchase price | 343 | |||
Allocation of Purchase Price: | ||||
Inventory | 235 | |||
Finite-lived intangibles | 108 | |||
Total purchase price allocated | $ 343 | |||
Customer relationships | Germany Asset Purchase Agreement | ||||
Allocation of Purchase Price: | ||||
Finite-lived intangibles | 428 | |||
Covenant not to compete | Germany Asset Purchase Agreement | ||||
Allocation of Purchase Price: | ||||
Finite-lived intangibles | $ 57 |
Asset Acquisition - Narrative (
Asset Acquisition - Narrative (Details) | Oct. 03, 2018USD ($) | Oct. 03, 2018EUR (€) | Oct. 01, 2018USD ($) | Oct. 01, 2018EUR (€) | Sep. 03, 2018USD ($) | Dec. 31, 2018USD ($)payment | Dec. 31, 2018EUR (€)payment | Dec. 31, 2017USD ($) |
Schedule of Asset Acquisition, by Acquisition [Line Items] | ||||||||
Repayments on related-party notes payable | $ 5,083,000 | $ 0 | ||||||
GERMANY | ||||||||
Schedule of Asset Acquisition, by Acquisition [Line Items] | ||||||||
Payments to Acquire Assets | $ 2,200,000 | € 1,900,000 | ||||||
Number of milestone payments | payment | 3 | 3 | ||||||
Payments to asset acquisition, no milestone met | $ 459,000 | € 360,000 | ||||||
Payments to asset acquisition, one milestone met | 536,000 | 420,000 | ||||||
Payments to asset acquisition, both milestones met | 612,000 | 480,000 | ||||||
Asset Acquisition, Annual Guaranteed Mimimum Milestone Payments | € | € 360,000 | |||||||
Germany Asset Purchase Agreement | ||||||||
Schedule of Asset Acquisition, by Acquisition [Line Items] | ||||||||
Cash consideration | $ 544,000 | |||||||
Minimum guaranteed milestone payments | $ 1,161 | |||||||
Spain Asset Purchase Agreement | ||||||||
Schedule of Asset Acquisition, by Acquisition [Line Items] | ||||||||
Cash consideration | $ 1,800,000 | € 1,600,000 | ||||||
SPAIN | ||||||||
Schedule of Asset Acquisition, by Acquisition [Line Items] | ||||||||
Repayments on related-party notes payable | $ 2,300,000 | € 2,000,000 | ||||||
UNITED KINGDOM | ||||||||
Schedule of Asset Acquisition, by Acquisition [Line Items] | ||||||||
Cash consideration | $ 100,000 | |||||||
Asset acquisition, equity interest issued and issuable | $ 5,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Costa Rica Operations | $ 3,422 | $ (6,887) |
Non-Costa Rica Operations | (24,305) | (27,905) |
Loss before income taxes | (20,883) | (34,792) |
Current | ||
Costa Rica | 105 | 0 |
Non-Costa Rica | 110 | 105 |
Total Current | 215 | 105 |
Deferred | ||
Costa Rica | 0 | 0 |
Non-Costa Rica | 0 | 0 |
Total deferred | 0 | 0 |
Income tax expense (benefit) | $ 215 | $ 105 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Aug. 10, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Tax benefit at Costa Rica statutory rate | $ (6,265) | $ (10,438) | ||
Foreign tax rate differential | 4,335 | 5,665 | ||
Tax rate changes | 42 | 562 | ||
Return to provision adjustment | 553 | 679 | ||
Tax credits | (75) | (26) | ||
Change in valuation allowance | 2,439 | 1,768 | ||
Net operating loss expiration | 0 | 0 | ||
Tax holiday benefit | (912) | 1,653 | ||
Other | 98 | 242 | ||
Income tax expense (benefit) | $ 215 | $ 105 | ||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Tax benefit at Costa Rica statutory rate | 0.00% | 30.00% | 30.00% | |
Foreign tax rate differential | (21.00%) | (15.00%) | ||
Tax rate changes | 0.00% | (2.00%) | ||
Return to provision adjustment | (3.00%) | (1.00%) | ||
Tax credits | (0.00%) | (0.00%) | ||
Change in valuation allowance | (12.00%) | (4.00%) | ||
Net operating loss expiration | 0.00% | 0.00% | ||
Tax holiday benefit | (0.00%) | 6.00% | 4.00% | (8.00%) |
Other | 1.00% | 0.00% | ||
Effective Income Tax Rate Reconciliation, Percent | (1.00%) | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Accruals and reserves | $ 62 | $ 91 |
Deferred revenue | 0 | 33 |
Intangibles | 73 | 69 |
Stock compensation | 131 | 5 |
Net operating loss | 5,738 | 3,384 |
R&D credits | 97 | 28 |
Other | (46) | 6 |
Valuation allowance | (6,055) | (3,616) |
Total net deferred tax liabilities | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Aug. 10, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax holiday benefit | (0.00%) | 6.00% | 4.00% | (8.00%) |
Tax benefit at Costa Rica statutory rate | 0.00% | 30.00% | 30.00% | |
Tax credit carryforwards | $ 100 | $ 100 | ||
Tax rate changes | 42 | $ 562 | ||
Decrease in valuation allowance | $ 600 | |||
Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 10,800 | 10,800 | ||
Net operating loss, subject to expiration | 4,500 | 4,500 | ||
Net operating loss, not subject to expiration | 6,300 | 6,300 | ||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 2,800 | 2,800 | ||
Brazil | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 8,700 | $ 8,700 | ||
Subsidiaries | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax holiday benefit | (0.00%) | 6.00% |
Net Income (Loss) Per Share - B
Net Income (Loss) Per Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||
Net loss | $ (21,098) | $ (34,897) |
Denominator: | ||
Weighted average common shares outstanding, basic and diluted (in shares) | 17,350,705 | 10,230,586 |
Loss per share: | ||
Basic and diluted (in usd per share) | $ (1.22) | $ (3.41) |
Net Income (Loss) Per Share - D
Net Income (Loss) Per Share - Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,905,312 | 1,593,988 |
Employee And Non-employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,486,363 | 863,932 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 314,123 | 585,056 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 104,826 | 145,000 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Aug. 24, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Aug. 31, 2015 |
Related Party Transaction [Line Items] | |||||||||||
Payments for repurchase of common stock | $ 0 | $ 4,507,000 | |||||||||
Grants in period (in shares) | 810,628 | ||||||||||
Accounts payable due to related parties | 0 | ||||||||||
Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 40,000 | 300,000 | |||||||||
Number of shares authorized to be repurchased | 813,140 | ||||||||||
Authorized amount | $ 3,700,000 | ||||||||||
Payments for repurchase of common stock | $ 2,800,000 | $ 1,700,000 | $ 2,000,000 | ||||||||
Stock repurchased during period (in shares) | 406,570 | 440,040 | |||||||||
Accounts payable due to related parties | 0 | ||||||||||
Immediate Family Member of Management or Principal Owner | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | 900,000 | 600,000 | |||||||||
Accounts receivable | $ 200,000 | 100,000 | |||||||||
Grants in period (in shares) | 20,580 | ||||||||||
Vesting period | 4 years | ||||||||||
Cash reimbursement per day for services | $ 4,500 | ||||||||||
Purchases from related party | 90,000 | 120,000 | |||||||||
Executive Officer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal balance outstanding | $ 200,000 | ||||||||||
Convertible Debt | Related Party Convertible Notes Payable | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Conversion of related party convertible notes payable into ordinary shares | 5,869,417 | ||||||||||
Principal balance outstanding | 0 | 0 | |||||||||
Notes Payable | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal balance | $ 1,200,000 | ||||||||||
Notes Payable | Seven Percent Notes Payable | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal balance outstanding | $ 0 | 4,218,000 | $ 4,300,000 | ||||||||
Principal balance | $ 4,200,000 | ||||||||||
Line of Credit | Madryn Credit Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal balance outstanding | $ 40,000,000 | ||||||||||
Maximum borrowing capacity | $ 55,000,000 | ||||||||||
CPH TU, L.P. | Convertible Debt | Related Party Convertible Notes Payable | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party ownership percentage of company | 37.10% | ||||||||||
Madryn | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party ownership percentage of company | 3.60% |
Employee Benefits (Details)
Employee Benefits (Details) | 12 Months Ended |
Dec. 31, 2018employee | |
Postemployment Benefits [Abstract] | |
Number of employees represented by a labor union | 2 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ in Thousands, € in Millions | Jan. 31, 2019USD ($)shares | Jan. 31, 2019EUR (€)shares | Mar. 20, 2019shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Subsequent Event [Line Items] | |||||
Repayments on related-party notes payable | $ | $ 5,083 | $ 0 | |||
Grants in period (in shares) | 810,628 | ||||
Subsequent Event | Equity Incentive Plan, 2018 | |||||
Subsequent Event [Line Items] | |||||
Grants in period (in shares) | 56,000 | ||||
AUSTRIA | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Payments to acquire productive assets | $ 300 | € 0.3 | |||
Equity interest issued or issuable (in shares) | 12,404 | 12,404 | |||
Repayments on related-party notes payable | $ 300 | € 0.3 | |||
Vice President | Subsequent Event | Equity Incentive Plan, 2018 | |||||
Subsequent Event [Line Items] | |||||
Grants in period (in shares) | 9,000 |