Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TRXC | |
Entity Registrant Name | TRANSENTERIX INC. | |
Entity Central Index Key | 876,378 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 114,775,850 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Expenses | ||
Research and development | $ 8,385 | $ 7,484 |
Sales and marketing | 1,683 | 375 |
General and administrative | 2,239 | 1,855 |
Amortization of intangible assets | 1,817 | 125 |
Change in fair value of contingent consideration | 856 | |
Total Operating Expenses | 14,980 | 9,839 |
Operating Loss | (14,980) | (9,839) |
Other Expense | ||
Interest expense, net | (578) | (281) |
Total Other Expense, net | (578) | (281) |
Loss before income taxes | (15,558) | (10,120) |
Income tax benefit | 2,645 | |
Net loss | (12,913) | (10,120) |
Other comprehensive gain | ||
Foreign currency translation gains | 3,796 | |
Comprehensive loss | $ (9,117) | $ (10,120) |
Net loss per share - basic and diluted | $ (0.12) | $ (0.16) |
Weighted average common shares outstanding - basic and diluted | 104,260 | 63,745 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 53,511 | $ 38,449 |
Accounts receivable, net | 79 | 76 |
Inventories | 3,615 | 3,923 |
Interest receivable | 12 | 6 |
Other current assets | 7,069 | 6,689 |
Total Current Assets | 64,286 | 49,143 |
Inventories | 1,028 | 709 |
Property and equipment, net | 5,921 | 4,408 |
Intellectual property, net | 46,892 | 46,898 |
In-process research and development | 17,191 | 16,511 |
Goodwill | 132,394 | 130,869 |
Other long term assets | 64 | 64 |
Total Assets | 267,776 | 248,602 |
Current Liabilities | ||
Accounts payable | 3,140 | 4,450 |
Accrued expenses | 6,663 | 7,395 |
Contingent consideration - current portion | 13,300 | 12,500 |
Notes payable - current portion | 7,493 | 6,727 |
Total Current Liabilities | 30,596 | 31,072 |
Long Term Liabilities | ||
Contingent consideration - less current portion | 11,056 | 11,000 |
Net deferred tax liabilities | 14,210 | 16,263 |
Notes payable - less current portion, net of debt discount | 11,057 | 12,990 |
Total Liabilities | $ 66,919 | $ 71,325 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock $0.001 par value, 750,000,000 shares authorized at March 31, 2016 and December 31, 2015; 109,457,941 and 100,180,872 shares issued at March 31, 2016 and December 31, 2015, respectively; and 109,386,396 and 100,149,453 shares outstanding at March 31, 2016 and December 31, 2015, respectively | $ 109 | $ 100 |
Additional paid-in capital | 396,098 | 363,280 |
Accumulated deficit | (195,777) | (182,864) |
Treasury stock at cost, 71,545 and 31,419 shares at March 31, 2016 and December 31, 2015, respectively | (203) | (73) |
Accumulated other comprehensive income (loss) | 630 | (3,166) |
Total Stockholders' Equity | 200,857 | 177,277 |
Total Liabilities and Stockholders' Equity | $ 267,776 | $ 248,602 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Partners' Capital [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 109,457,941 | 100,180,872 |
Common stock, shares outstanding | 109,386,396 | 100,149,453 |
Treasury stock, shares | 71,545 | 31,419 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2015 | $ 177,277 | $ 100 | $ (73) | $ 363,280 | $ (182,864) | $ (3,166) |
Balance, Shares at Dec. 31, 2015 | 100,180 | (31) | ||||
Stock-based compensation | 1,428 | 1,428 | ||||
Issuance of common stock, net of issuance costs | 31,391 | $ 9 | 31,382 | |||
Issuance of common stock, net of issuance costs, Shares | 9,138 | |||||
Exercise of stock options and restricted stock units | 8 | 8 | ||||
Exercise of stock options and restricted stock units, Shares | 140 | |||||
Return of common stock to pay withholding taxes on restricted stock | (130) | $ (130) | ||||
Return of common stock to pay withholding taxes on restricted stock, Shares | (41) | |||||
Other comprehensive gain | 3,796 | 3,796 | ||||
Net loss | (12,913) | (12,913) | ||||
Balance at Mar. 31, 2016 | $ 200,857 | $ 109 | $ (203) | $ 396,098 | $ (195,777) | $ 630 |
Balance, Shares at Mar. 31, 2016 | 109,458 | (72) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Activities | ||
Net loss | $ (12,913) | $ (10,120) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Depreciation | 565 | 265 |
Amortization of intangible assets | 1,817 | 125 |
Amortization of debt discount and debt issuance costs | 52 | 27 |
Stock-based compensation | 1,428 | 899 |
Deferred tax (benefit) expense | (2,645) | |
Change in fair value of contingent consideration | 856 | |
Changes in operating assets and liabilities, net of effect of acquisition: | ||
Accounts receivable | 80 | |
Interest receivable | (6) | |
Inventories | (1,735) | |
Other current and long term assets | (132) | 143 |
Accounts payable | (1,391) | 510 |
Accrued expenses | (765) | (143) |
Net cash and cash equivalents used in operating activities | (14,869) | (8,214) |
Investing Activities | ||
Purchase of property and equipment | (153) | (155) |
Net cash and cash equivalents used in investing activities | (153) | (155) |
Financing Activities | ||
Payment of debt | (1,219) | |
Proceeds from issuance of common stock, net of issuance costs | 31,391 | 1,783 |
Taxes paid related to net share settlement of vesting of restricted stock units | (130) | |
Proceeds from exercise of stock options and warrants | 8 | 196 |
Net cash and cash equivalents provided by financing activities | 30,050 | 1,979 |
Effect of exchange rate changes on cash and cash equivalents | 34 | |
Net increase (decrease) in cash and cash equivalents | 15,062 | (6,390) |
Cash and cash equivalents, beginning of period | 38,449 | 34,766 |
Cash and cash equivalents, end of period | 53,511 | 28,376 |
Supplemental Disclosure for Cash Flow Information | ||
Interest paid | 373 | $ 187 |
Supplemental Schedule of Noncash Investing Activities | ||
Transfer of inventory to property and equipment | $ 1,823 |
Organization and Capitalization
Organization and Capitalization | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Capitalization | 1. Organization and Capitalization TransEnterix, Inc. (the “Company”) is a medical device company that is pioneering the use of robotics to improve minimally invasive surgery by addressing the clinical challenges associated with current laparoscopic and robotic options. The Company is focused on the commercialization and further development of ALF-X ® Surgical Robotic System (the “ALF-X System”), a multi-port robotic system that brings the advantages of robotic surgery to patients while enabling surgeons with innovative technology, and developed the SurgiBot™ System, a single-port, robotically enhanced laparoscopic surgical platform. The ALF-X System has been granted a CE Mark in Europe for use in urology, general surgery, gynecology and thoracic surgery, but is not available for sale in the U.S. The SurgiBot System is not yet available for sale in any market. The ALF-X System is a multi-port robotic surgery system which allows multiple arms to control robotic instruments and a camera. The system features advanced technology to enable surgeons with haptic feedback and the ability to move the camera via eye movement. The system replicates laparoscopic motion that is familiar to experienced surgeons, and features three-dimensional high definition (“3DHD”) vision technology. The ALF-X System also offers responsible economics to hospitals by offering robotic technology with reusable instruments with minimal additional costs per surgery. The SurgiBot System is designed to utilize flexible instruments through articulating channels controlled directly by the surgeon, with robotic assistance, while the surgeon remains patient-side within the sterile field. The flexible nature of the SurgiBot System allows for multiple instruments to be introduced and deployed through a single site, thereby offering room for visualization and manipulation once inside the body. The SurgiBot System also allows for 3DHD vision technology. In June 2015, the Company submitted a 510(k) application to the FDA for the SurgiBot System and worked with the FDA to provide additional information as requested. On April 19, 2016, the FDA notified the Company that the SurgiBot System did not meet the criteria for substantial equivalence based on the data and information submitted by TransEnterix in the 510(k) submission. On September 3, 2013, TransEnterix Surgical, Inc. a Delaware corporation (“TransEnterix Surgical”), and SafeStitch Medical, Inc., a Delaware corporation (“SafeStitch”) consummated a merger transaction whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the merger (the “Merger”). As a result of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its name to TransEnterix, Inc. and increased the authorized shares of common stock from 225,000,000 to 750,000,000, and authorized 25,000,000 shares of preferred stock, par value $0.01 per share. On September 18, 2015, the Company entered into a Membership Interest Purchase Agreement, (the “Purchase Agreement”) with SOFAR S.p.A., (“SOFAR”) as seller, Vulcanos S.r.l. (“Vulcanos”), as the acquired company, and TransEnterix International, Inc. (“TransEnterix International”), a direct, wholly owned subsidiary of the Company which was incorporated in September 2015, as buyer. The closing of the transactions occurred on September 21, 2015 (the “Closing Date”) pursuant to which the Company acquired all of the membership interests of Vulcanos from SOFAR (the “ALF-X Acquisition”), and changed the name of Vulcanos to TransEnterix Italia S.r.l (“TransEnterix Italia”). The acquisition included all of the assets, employees and contracts related to the ALF-X System. See Note 3 for a description of the related transactions. As used herein, the term “Company” refers to the combination of SafeStitch and TransEnterix Surgical after giving effect to the Merger, and includes TransEnterix International, TransEnterix Italia and TransEnterix Europe S.Á.R.L. after giving effect to the ALF-X The Company operates in one business segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its direct and indirect wholly owned subsidiaries, SafeStitch LLC, TransEnterix Surgical, Inc., TransEnterix International, Inc., TransEnterix Italia S.r.l. and TransEnterix Europe S.Á.R.L. All inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include identifiable intangible assets and goodwill, stock compensation expense, excess and obsolete inventory reserves, allowance for uncollectible accounts, and deferred tax asset valuation allowances. Reverse Stock Split On March 31, 2014, the Company effectuated a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 5 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the Company’s issued and outstanding stock decreased from 244,276,923 to 48,855,255 shares of common stock, all with a par value of $0.001. All information related to common stock, stock options, restricted stock units, warrants and earnings per share for prior periods has been retroactively adjusted to give effect to the Reverse Stock Split. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents and investments with original maturities of between 91 days and one year to be short-term investments. In order to manage exposure to credit risk, the Company invests in high-quality investments rated at least A2 by Moody’s Investors Service or A by Standard & Poor. Fair Value of Financial Instruments The carrying values of cash equivalents, accounts receivable, interest receivable, accounts payable, and certain accrued expenses at March 31, 2016 and December 31, 2015, approximate their fair values due to the short-term nature of these items. The Company’s notes payable balance approximates fair value as of March 31, 2016 and December 31, 2015, as the Company’s notes payable were amended and modified in the third quarter of 2015. Concentrations and Credit Risk The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and investments held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s cash deposits may at times exceed the FDIC insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. The Company’s accounts receivable are derived from net revenue to customers and distributors located throughout the world. The Company evaluates its customers’ financial condition and, generally, requires no collateral from its customers. The Company provides reserves for potential credit losses but has not experienced significant losses to date. The Company had one customer who constituted 100% of the Company’s net accounts receivable at March 31, 2016 and December 31, 2015. Accounts Receivable Accounts receivable are recorded at net realizable value, which includes an allowance for estimated uncollectable accounts. The allowance for uncollectible accounts was determined based on historical collection experience. Inventories Inventories are stated at the lower of cost or market. Cost is based on the first in, first out method. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Any inventory on hand at the measurement date in excess of the Company’s current requirements based on anticipated levels of sales is classified as long-term on the Company’s consolidated balance sheets. The Company’s classification of long-term inventory requires it to estimate the portion of on-hand inventory that can be realized over the next 12 months. Identifiable Intangible Assets and Goodwill Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain intangible assets are amortized over 7 to 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment existed at March 31, 2016 or December 31, 2015. Intellectual property consists of purchased patent rights and developed research and development acquired as part of a business acquisition. Amortization of the patent rights is recorded using the straight-line method over the estimated useful life of the patents of 10 years. Amortization of the developed research and development is recorded using the straight-line method over the estimated useful life of 7 years. This method approximates the period over which the Company expects to receive the benefit from these assets. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis at December 31st or when events or changes in circumstances indicate evidence a potential impairment exists, using a fair value based test. The Company continues to operate in one segment, which is considered to be the sole reporting unit and therefore, goodwill was tested for impairment at the enterprise level. No impairment existed at March 31, 2016 and December 31, 2015. In-Process Research and Development In-process research and development (“IPR&D”) assets represent the fair value assigned to technologies that were acquired, which at the time of acquisition have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. The IPR&D was acquired on September 21, 2015. No impairment existed at March 31, 2016 and December 31, 2015. Property and Equipment Property and equipment consists primarily of machinery, manufacturing equipment, computer equipment, furniture, and leasehold improvements, which are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Machinery and manufacturing equipment 3-5 years Computer equipment 3 years Furniture 5 years Leasehold improvements Lesser of lease term or 3 to 10 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets The Company reviews its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine the recoverability of its long-lived assets, the Company evaluates the probability that future estimated undiscounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the long-lived assets, then such assets are written down to their fair value. The Company’s estimates of anticipated cash flows and the remaining estimated useful lives of long-lived assets could be reduced in the future, resulting in a reduction to the carrying amount of long-lived assets. Contingent Consideration Contingent consideration is recorded as a liability and is the estimate of the fair value of potential milestone payments related to business acquisitions. Contingent consideration is measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of these milestones would result in a significantly higher or lower fair value of these milestones, respectively, and commensurate changes to the associated liability. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value in our statement of operations and comprehensive loss. Translation of Foreign Currencies The functional currency of the Company’s foreign subsidiary, TransEnterix Italia, is its local currency. The assets and liabilities of the Company’s foreign subsidiary are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. The cumulative translation effect for a subsidiary using a functional currency other than the U.S. dollar is included in accumulated other comprehensive income or loss as a separate component of stockholders’ equity. The Company’s intercompany accounts are denominated in the functional currency of the foreign subsidiary. Gains and losses resulting from the remeasurement of intercompany receivables that the Company considers to be of a long-term investment nature are recorded as a cumulative translation adjustment in accumulated other comprehensive income or loss as a separate component of stockholders’ equity, while gains and losses resulting from the remeasurement of intercompany receivables from a foreign subsidiary for which the Company anticipates settlement in the foreseeable future are recorded in the consolidated statement of operations and comprehensive loss. The net gains and losses included in net loss in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2016 and 2015 were not significant. Business Acquisitions Business acquisitions are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, “Fair Value Measurements,” as of the acquisition date. For certain assets and liabilities, book value approximates fair value. In addition, ASC 805 establishes that consideration transferred be measured at the closing date of the acquisition at the then-current market price, which may be different than the amount of consideration assumed in the pro forma financial statements. Under ASC 805, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. The application of the acquisition method of accounting requires the Company to make estimates and assumptions related to the estimated fair values of net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangibles are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill has a significant impact on future operating results. Risk and Uncertainties The Company is subject to a number of risks similar to other similarly-sized companies in the medical device industry. These risks include, without limitation, the historical lack of profitability; the Company’s ability to raise additional capital; its ability to successfully integrate the ALF-X System into its business; its ability to successfully develop, clinically test and commercialize its products; the timing and outcome of the regulatory review process for its products; changes in the health care and regulatory environments of the United States, Italy, other countries in the European Union, and other countries in which the Company intends to operate; its ability to attract and retain key management, marketing and scientific personnel; competition from new entrants; its ability to successfully prepare, file, prosecute, maintain, defend and enforce patent claims and other intellectual property rights; its ability to successfully transition from a research and development company to a marketing, sales and distribution concern; competition in the market for robotic surgical devices; and its ability to identify and pursue development of additional products. Research and Development Costs Research and development expenses primarily consist of engineering, product development and regulatory expenses, incurred in the design, development, testing and enhancement of our products and legal services associated with our efforts to obtain and maintain broad protection for the intellectual property related to our products. Research and development costs are expensed as incurred. Stock-Based Compensation The Company follows ASC 718 (“Stock Compensation”) and ASC 505-50 (“Equity-Based Payments to Non-employees”), which provide guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. For awards granted to non-employees, the Company determines the fair value of the stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The Company recognizes compensation expense for stock-based awards based on estimated fair values on the date of grant for awards granted to employees. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The fair value of other stock-based compensation awards is determined by the market price of the Company’s common stock on the date of grant. The expense associated with stock-based compensation is recognized on a straight-line basis over the requisite service period of each award. The Company records as expense the fair value of stock-based compensation awards, including stock options and restricted stock units. Compensation expense for stock-based compensation was approximately $1,428,000 and $899,000 for the three months ended March 31, 2016 and 2015, respectively. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets or liabilities for the temporary differences between financial reporting and tax basis of the Company’s assets and liabilities, and for tax carryforwards at enacted statutory rates in effect for the years in which the asset or liability is expected to be realized. The effect on deferred taxes of a change in tax rates is recognized in income during the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amounts expected to be realized. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Segments The Company operates in one business segment—the research, development and sale of medical device robotics to improve minimally invasive surgery. The Company’s chief operating decision maker (determined to be the Chief Executive Officer) does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company’s consolidated operating results. Approximately 60% of the Company’s total consolidated assets are located within the U.S. as of March 31, 2016. The remaining assets are mostly located in Europe and are primarily related to the Company’s ALF-X System facility in Italy, and include goodwill, intellectual property, in-process research and development and inventory of $106.9 million at March 31, 2016, associated with the ALF-X Acquisition in September 2015. Total assets outside of the U.S. excluding goodwill amounted to 26% of total consolidated assets at March 31, 2016. Impact of Recently Issued Accounting Standards In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting. Under ASU 2016-09, the tax effects of stock compensation will be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur. Along with other income tax cash flows, excess tax benefits will be classified as operating activities, and cash paid by an employer when directly withholding shares for tax withholding purposes will be classified as financing activities. Entities may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. For public companies, ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted, however, an entity that elects early adoption must adopt all amendments under the new standard in the same period. We are currently in the process of evaluating the impact of the amended guidance on our consolidated financial statements. Except as noted above, there have been no significant changes to our assessment of the impact of recently issued accounting standards included in Note 2 of Notes to Consolidated Financial Statements in our Fiscal 2015 Form 10-K. Reclassifications As a result of a recent acquisition, certain financial statement captions have been added and we have reclassified certain prior-period amounts on our consolidated statement of operations and comprehensive loss to conform to the presentation for the current period. Such reclassifications have no effect on previously reported total assets, liabilities, stockholders’ equity or net loss. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest |
Acquisition of ALF-X Surgical R
Acquisition of ALF-X Surgical Robotic System | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition of ALF-X Surgical Robotic System | 3. Acquisition of ALF-X Surgical Robotic System On September 21, 2015, the Company completed the strategic acquisition, through its wholly owned subsidiary TransEnterix International, from SOFAR, of all of the assets, employees and contracts related to the advanced robotic system for minimally invasive laparoscopic surgery known as the ALF-X System and changed the name of the acquired company from Vulcanos S.r.l. to TransEnterix Italia S.r.l. Under the terms of the Purchase Agreement, the consideration consisted of the issuance of 15,543,413 shares of the Company’s common stock (the “Securities Consideration”) and approximately $25.0 million U.S. Dollars and €27.5 million Euro in cash consideration (the “Cash Consideration”). The Securities Consideration was issued in full at the closing of the ALF-X Acquisition; the Cash Consideration was or will be paid in four tranches, as follows: (1) $25.0 million of the Cash Consideration was paid at closing; (2) The second tranche of the Cash Consideration (the “Second Tranche”) of €10.0 million shall be payable after the achievement of both of the following milestones (i) the earlier of approval from the FDA for the ALF-X System or December 31, 2016, and (ii) the Company having cash on hand of at least $50.0 million, or successfully completing a financing, raising at least $50.0 million in gross proceeds; with payment of simple interest at a rate of 9.0% per annum between the achievement of the first milestone event and the payment date; (3) The third tranche of the Cash Consideration (the “Third Tranche”) of €15.0 million shall be payable upon achievement of trailing revenues from sales or services contracts of the ALF-X System of at least €25.0 million over a calendar quarter; and (4) The fourth tranche of the Cash Consideration of €2.5 million shall be payable by December 31, 2016 as reimbursement for certain debt payments made by SOFAR under an existing SOFAR loan agreement. The Third Tranche will be payable even if the Second Tranche is not then payable. In addition, the Second Tranche and Third Tranche payments will be accelerated in the event that (i) the Company or TransEnterix International is acquired, (ii) the Company significantly reduces or suspends selling efforts of the ALF-X System, or (iii) the Company acquires a business that offers alternative products that are directly competitive with the ALF-X System. Under the Purchase Agreement, 10% of the Securities Consideration is being held in escrow to support SOFAR’s representations and warranties under the Purchase Agreement. The Company and SOFAR also entered into a Security Agreement, which provides that 10% of the membership interests of TransEnterix Italia have a lien placed thereon by and in favor of SOFAR to support the Company’s representations and warranties under the Purchase Agreement. The escrow period and security interest period are each twenty-four months after the closing of the ALF-X Acquisition. The Purchase Agreement contains customary representations and warranties of the parties and the parties have customary indemnification obligations, which are subject to certain limitations described further in the Purchase Agreement. In connection with the ALF-X Acquisition, the Company also entered into a Registration Rights Agreement, dated as of September 21, 2015, with SOFAR, pursuant to which the Company agreed to register the Securities Consideration shares for resale following the end of the lock-up periods described below. The resale Registration Statement has been filed and is effective, pending lapse of the lock-up restrictions. In connection with the ALF-X Acquisition, SOFAR entered into a Lock-Up Agreement with the Company pursuant to which SOFAR agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Securities Consideration for one year following the Closing Date. The Lock-up Agreement provides that SOFAR may sell, transfer or convey: (i) no more than 50% of the Securities Consideration during the period commencing on the one-year anniversary of the Closing Date and ending on the eighteen-month anniversary of the Closing Date; and (ii) no more than 75% of the Securities Consideration during the period commencing on the eighteen-month anniversary of the Closing Date and ending on the two-year anniversary of the Closing Date. The restrictions on transfer contained in the Lock-up Agreement cease to apply to the Securities Consideration following the second anniversary of the Closing Date, or earlier upon certain other conditions. The ALF-X Acquisition was accounted for as a business combination utilizing the methodology prescribed in ASC 805. The purchase price for the ALF-X Acquisition has been allocated to the assets acquired and liabilities assumed based on their estimated fair values. The ALF-X Acquisition-date fair value of the consideration is as follows (in thousands, except for per share amounts): Common shares issued 15,543 Closing price per share $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 23,900 Total consideration $ 92,577 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on September 21, 2015, the date of acquisition (in thousands): Accounts receivable $ 78 Inventories 2,800 Current deferred tax asset 526 Other current assets 4,180 Property and equipment 1,384 Intellectual property 48,500 In-process research and development 17,100 Goodwill 38,348 Total assets acquired $ 112,916 Accounts payable and other liabilities 1,915 Long-term deferred tax liabilities 18,424 Net assets acquired $ 92,577 The Company allocated $48.5 million of the purchase price to identifiable intangible assets of intellectual property that met the separability and contractual legal criterion of ASC 805. The intellectual property will be amortized using the straight-line method over 7 years. IPR&D is principally the estimated fair value of the ALF-X System technology which had not reached commercial technological feasibility nor had alternative future use at the time of the acquisition and therefore the Company considered IPR&D, with assigned values to be allocated among the various IPR&D assets acquired. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill resulting from this acquisition arises largely from synergies expected from combining the operations of TransEnterix Italia with the Company’s existing operations. The goodwill is not deductible for income tax purposes. All legal, consulting and other costs related to the acquisition, aggregating approximately $4.2 million, have been expensed as incurred and are included in operating expenses in the Company’s consolidated statements of operations and comprehensive loss. The results of operations for TransEnterix Italia are included in the Company’s consolidated statements of operations and comprehensive loss for the period from the September 21, 2015 acquisition date. The following unaudited pro forma information presents the combined results of operations for the years ended December 31, 2015 and 2014, as if the Company had completed the ALF-X Acquisitions at the beginning of fiscal 2014. The pro forma financial information is provided for comparative purposes only and is not necessarily indicative of what actual results would have been had the acquisition occurred on the date indicated, nor does it give effect to synergies, cost savings, fair market value adjustments, immaterial amortization expense and other changes expected to result from the acquisition. Accordingly, the pro forma financial results do not purport to be indicative of consolidated results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period. The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments for transaction-related costs and amortization of intellectual property. Year Ended December 31, 2015 2014 (In thousands except Revenue $ 77 $ 401 Net loss 53,994 46,874 Net loss per share $ 0.57 $ 0.63 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 4. Cash and Cash Equivalents Cash and cash equivalents consist of the following: March 31, December 31, 2016 2015 (In thousands) (unaudited) Cash $ 9,456 $ 1,666 Money market 44,055 36,783 Total cash and cash equivalents $ 53,511 $ 38,449 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 5. Fair Value The Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These assets and liabilities include available for sale securities classified as cash equivalents and contingent consideration. ASC 820-10 (“Fair Value Measurement Disclosure”) requires the valuation using a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. These tiers are: Level 1, defined as quoted prices in active markets for identical assets or liabilities; Level 2, defined as valuations based on observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable input data; and Level 3, defined as valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. As prescribed by U.S. GAAP, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures and based on various factors, it is possible that an asset or liability may be classified differently from period to period. However, the Company expects changes in classifications between levels will be rare. The carrying values of accounts receivable, inventories, interest receivable, accounts payable, and certain accrued expenses at March 31, 2016 and December 31, 2015, approximate their fair values due to the short-term nature of these items. The Company’s notes payable balance also approximates fair value as of March 31, 2016 and December 31, 2015, as they were modified in the third quarter of 2015. The following are the major categories of assets measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): March 31, 2016 (In thousands) (unaudited) Description Quoted Prices in Significant Other Significant Total Assets measured at fair value Cash and cash equivalents $ 53,511 $ — $ — $ 53,511 Total Assets measured at fair value $ 53,511 $ — $ — $ 53,511 Liabilities measured at fair value Contingent consideration $ — $ — $ 24,356 $ 24,356 Total liabilities measured at fair value $ — $ — $ 24,356 $ 24,356 December 31, 2015 (In thousands) Description Quoted Prices in Significant Other Significant Total Assets measured at fair value Cash and cash equivalents $ 38,449 $ — $ — $ 38,449 Total Assets measured at fair value $ 38,449 $ — $ — $ 38,449 Liabilities measured at fair value Contingent consideration $ — $ — $ 23,500 $ 23,500 Total liabilities measured at fair value $ — $ — $ 23,500 $ 23,500 The Company’s financial liabilities consisted of contingent consideration potentially payable to SOFAR related to the ALF-X acquisition in September 2015 (Note 3). This liability is reported as Level 3 as estimated fair value of the contingent consideration related to the acquisition requires significant management judgment or estimation and is calculated using the income approach, using various revenue and cost assumptions and applying a probability to each outcome. The change in fair value of the contingent consideration of $856,000 for the three months ended March 31, 2016 was primarily due to the effect of the passage of time on the fair value measurement and the impact of foreign currency exchange rates. Adjustments associated with the change in fair value of contingent consideration are included in the Company’s consolidated statements of operations and comprehensive loss. The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 as of September 21, 2015, December 31, 2015, and March 31, 2016: Valuation Significant Weighted Average Contingent consideration Probability weighted income approach Milestone dates 2016 to 2017 Discount rate Probability of occurrence 7.5% to 9.0% 100% The following table summarizes the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the three months ended March 31, 2016: Fair Value Measurement at (In thousands) (unaudited) Balance at December 31, 2015 $ 23,500 Change in fair value 856 Balance at March 31, 2016 $ 24,356 Current portion 13,300 Long-term portion 11,056 Balance at March 31, 2016 $ 24,356 |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 6. Accounts Receivable, Net The following table presents the components of accounts receivable: March 31, December 31, 2016 2015 (In thousands) (unaudited) Gross accounts receivable $ 79 $ 76 Allowance for uncollectible accounts — — Total accounts receivable, net $ 79 $ 76 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories The components of inventories are as follows: March 31, December 31, 2016 2015 (In thousands) (unaudited) Finished goods $ 2,393 $ 2,704 Raw materials 2,250 1,928 Total inventories $ 4,643 $ 4,632 Short-term portion $ 3,615 $ 3,923 Long-term portion 1,028 709 Total inventories $ 4,643 $ 4,632 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 8. Other Current Assets The following table presents the components of other current assets: March 31, December 31, 2016 2015 (In thousands) (unaudited) Advances to vendors $ 5,467 $ 5,403 Prepaid expenses 823 750 Other receivables 779 536 Total $ 7,069 $ 6,689 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 9. Property and Equipment Property and equipment consisted of the following: March 31, December 31, 2016 2015 (In thousands) (unaudited) Machinery and manufacturing equipment $ 7,868 $ 5,846 Computer equipment 1,915 1,875 Furniture 384 374 Leasehold improvements 1,713 1,700 Total property and equipment 11,880 9,795 Accumulated depreciation and amortization (5,959 ) (5,387 ) Property and equipment, net $ 5,921 $ 4,408 Depreciation expense was $565,000 and $265,000, for the three months ended March 31, 2016 and 2015, respectively. |
Goodwill, In-Process Research a
Goodwill, In-Process Research and Development and Intellectual Property | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, In-Process Research and Development and Intellectual Property | 10. Goodwill, In-Process Research and Development and Intellectual Property Goodwill Goodwill of $93.8 million was recorded in connection with the Merger, as discussed in Note 1, and goodwill of $38.3 million was recorded in connection with the ALF-X Acquisition, as discussed in Note 3. The carrying value of goodwill and the change in the balance for the three months ended March 31, 2016 is as follows: Goodwill (In thousands) (unaudited) Balance at December 31, 2015 $ 130,869 Foreign currency translation impact 1,525 Balance at March 31, 2016 $ 132,394 The Company has no accumulated impairment losses on goodwill. In-Process Research and Development As described in Note 3, on September 21, 2015, the Company acquired all of the assets related to the ALF-X System and recorded $17.1 million of IPR&D. The estimated fair value of the IPR&D was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flows were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the acquisition date and the time and resources needed to complete development. The Company used a discount rate of 45% and cash flows that have been probability adjusted to reflect the risks of product commercialization, which the Company believes are appropriate and representative of market participant assumptions. The carrying value of the Company’s IPR&D assets and the change in the balance for the three months ended March 31, 2016 is as follows: In-Process (unaudited) Balance at December 31, 2015 $ 16,511 Foreign currency translation impact 680 Balance at March 31, 2016 $ 17,191 Intellectual Property In 2009, the Company purchased certain patents from an affiliated company for $5 million in cash and concurrently terminated a license agreement related to the patents. The patent expiration dates begin in 2027. In addition, as described in Note 3, on September 21, 2015, the Company acquired all of the developed technology related to the ALF-X System and recorded $48.5 million of intellectual property. The estimated fair value of the intellectual property was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flows were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the acquisition date and the time and resources needed to complete development. The Company used a discount rate of 45% and cash flows that have been probability adjusted to reflect the risks of product commercialization, which the Company believes are appropriate and representative of market participant assumptions. The components of gross intellectual property, accumulated amortization, and net intellectual property as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 (In thousands) (In thousands) Gross Accumulated Foreign Net Gross Accumulated Foreign Net Patents $ 5,000 $ (3,384 ) $ — $ 1,616 $ 5,000 $ (3,259 ) $ — $ 1,741 Developed technology 48,500 (3,483 ) 259 45,276 48,500 (1,672 ) (1,671 ) 45,157 Total intellectual property $ 53,500 $ (6,867 ) $ 259 $ 46,892 $ 53,500 $ (4,931 ) $ (1,671 ) $ 46,898 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Income taxes have been accounted for using the liability method in accordance with ASC 740 “Income Taxes”. The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate method. The Company estimates an annual effective tax rate of 4.78% for the year ending December 31, 2016. The Company incurred losses for the three month period ended March 31, 2016 and is forecasting additional losses through the year, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2016. Due to the Company’s history of losses, there is not sufficient evidence to record a net deferred tax asset associated with the U.S. operations and accordingly a full valuation allowance has been recorded related to the net deferred tax asset in that jurisdiction. Deferred tax assets and liabilities related to the TransEnterix Italia subsidiary have been recorded on a preliminary basis as a component of purchase accounting as of the acquisition date. The deferred tax benefit during the quarter ended March 31, 2016 of approximately $2.6 million includes an immaterial adjustment of approximately $1.7 million to the deferred tax liability of TransEnterix Italia which relates to a change in the Italian income tax rate in December 2015. There is no net deferred tax asset recorded in relation to TransEnterix Italia and accordingly no valuation allowance has been recorded in that jurisdiction. The Company’s effective tax rate for each of the three month periods ended March 31, 2016 and 2015 was 17.0% and 0%, respectively. At March 31, 2016, the Company had no unrecognized tax benefits that would affect the Company’s effective tax rate. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Accrued Expenses | 12. Accrued Expenses The following table presents the components of accrued expenses: March 31, December 31, 2016 2015 (In thousands) (unaudited) Taxes and other assessments $ 3,081 $ 3,112 Compensation and benefits 1,550 2,492 Legal and professional fees 190 268 Consulting and other vendors 895 553 Interest and final payment fee 593 411 Deferred rent 256 278 Other 98 281 Total $ 6,663 $ 7,395 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 13. Notes Payable On January 17, 2012, TransEnterix Surgical entered into a loan and security agreement with Silicon Valley Bank and Oxford Finance LLC (the “Lenders”). The terms of the Original Loan Agreement provided for two term loans in aggregate of $10,000,000 comprised of a $4,000,000 term loan and a $6,000,000 term loan. In connection with the Merger, the Company assumed and became the borrower under TransEnterix Surgical’s Original Loan Agreement, and agreed to amendments to the Original Loan Agreement, dated as of September 3, 2013 and October 31, 2013, respectively. The Original Loan Agreement had a maturity date of January 1, 2016 and a fixed interest rate of 8.75% per annum. As of September 26, 2014, the outstanding principal amount of the Original Loan Agreement was $5,604,000. On September 26, 2014, the Company entered into the Amended and Restated Loan Agreement with the Lenders. Under the Amended and Restated Loan Agreement, the Lenders agreed to make certain term loans (the “Amended and Restated Term Loans”) in an aggregate principal amount of up to $25,000,000. The first tranche of the Amended and Restated Term Loans increased the Company’s borrowings at September 26, 2014 from $5,604,000 to $10,000,000. The Amended and Restated Term Loans allowed for interest-only payment at 7.5% per annum through October 31, 2015 and a maturity date of April 1, 2018. On August 14, 2015, the Company entered into the First Amendment to the Amended and Restated Loan Agreement (the “First Amendment”) with the Lenders. The first tranche of the First Amendment increased the Company’s borrowings at August 14, 2015 from $10,000,000 to $20,000,000. A second tranche of $10,000,000, is available to the Company upon recognition of at least $10,000,000 of trailing six-month revenues from the SurgiBot System and SurgiBot-related products no later than March 31, 2017. The First Amendment allowed for interest-only payments at 7.5% per annum through April 30, 2016 and a maturity date of October 1, 2018. On September 18, 2015, in connection with entry into the Purchase Agreement with SOFAR S.p.A. (see Note 3 for a description of the related transactions), the Company and the Lenders entered into the Consent and Second Amendment to Amended and Restated Loan Agreement (the “Second Amendment”). The Second Amendment modified the period in which the Company can make interest-only payments at 7.5% per annum on the term loans until January 31, 2016. The Second Amendment has a maturity date of July 1, 2018. In connection with the entry into the loan agreements, the Company became obligated to pay final payment and facility fees. The final payment fee obligation paid under the Original Loan Agreement at 3.33% was $333,000 and the facility fee payment was $75,000. The final payment fee obligation paid under the Amended and Restated Loan Agreement at 5.45% was $165,920 and the facility fee was $90,000. The facility fee paid under the First Amendment was $90,000. The final payment fee obligation payable under the Second Amendment is 6.5% of the original principal amount of each term loan without the interest only extension and 8.0% with both interest-only extensions. In addition, in connection with the borrowings, the Company issued warrants to the Lenders to purchase shares of the Company’s common stock amounting to 279,588 warrants under the Original Loan Agreement, 38,324 warrants under the Amended and Restated Loan Agreement and 112,903 under the First Amendment. Additional warrants will be issued if additional tranche term loans are made. The warrants expire seven years from their respective issue date. The Amended and Restated Loan Agreement, as amended, is secured by a security interest in all assets of the Company and its current and future U.S. subsidiaries, including a security interest in intellectual property proceeds, but excluding a current security interest in intellectual property. The Amended and Restated Loan Agreement contains customary representations (tested on a continual basis) and covenants that, subject to exceptions, restrict the Company’s ability to do the following things: declare dividends or redeem or repurchase equity interests; incur additional liens; make loans and investments; incur additional indebtedness; engage in mergers, acquisitions, and asset sales; transact with affiliates; undergo a change in control; add or change business locations; and engage in businesses that are not related to its existing business. Further, under the Second Amendment, the Lenders consented to the formation of TransEnterix International, the entry of the Company into the Purchase Agreement and other transaction documents, and the name change of TransEnterix Italia. The Company agreed to pledge 100% of the common stock of TransEnterix International as additional security for the borrowings under the Amended and Restated Loan Agreement, as amended. The Second Amendment added a provision permitting the Company to transfer designated amounts to TransEnterix Italia during the term of the Amended and Restated Loan Agreement. This provision for the transfer of designated amount was amended on November 13, 2015 with the Third Amendment to the Amended and Restated Loan Agreement In accordance with ASC 470-50 Debt – Modifications and Extinguishments, In accordance with ASC 470-50 Debt – Modifications and Extinguishments In connection with the issuance of the notes payable and its amendments, TransEnterix Surgical incurred approximately $371,000 in debt issuance costs paid to lenders and third parties and $280,000 in debt issuance costs related to issuance of warrants to the lenders. The unamortized balance of $283,000 as of December 31, 2015 will be amortized using the effective interest method. |
Public Offerings of Common Stoc
Public Offerings of Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Public Offerings of Common Stock | 14. Public Offerings of Common Stock On February 20, 2015, the Company entered into a Controlled Equity Offering SM On June 11, 2015, the Company sold 16,666,667 shares of common stock at a public offering price of $3.00 per share for aggregate gross proceeds of $50 million in an underwritten firm commitment public offering. Net proceeds after issuance costs were $46.4 million. The closing of the public offering occurred on June 17, 2015. The Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 2,500,000 shares of Common Stock. On July 10, 2015, the underwriters exercised a portion of their option to acquire an additional 2,075,000 shares at the public offering price of $3.00 per share for aggregate additional gross proceeds of $6.2 million. Net proceeds after issuance costs were $5.8 million. The purchase of the option shares closed on July 15, 2015. Total proceeds (including the option) were $52.2 million, net of issuance costs of $4.0 million. The common stock was offered and sold pursuant to the Shelf Registration Statement filed in November 2014 (the “November 2014 Shelf Registration Statement”), which was declared effective on December 19, 2014. The November 2014 Shelf Registration Statement allowed the Company to raise up to $100.0 million through the sale of debt securities, common stock, preferred stock, warrants, or any combination thereof. On March 3, 2016, the Company filed an amendment to the November 2014 Shelf Registration Statement increasing the amount available from $100.0 million to $150.0 million. On February 9, 2016, the Company entered into a Controlled Equity Offering SM The following table summarizes the total sales under the 2015 Sales Agreement and 2016 Sales Agreement for the periods indicated (in thousands, except per share amounts): 2015 Sales 2016 Sales Agreement Agreement Three Months Year Ended Three Months March 31, December 31, March 31, Total shares of common stock sold 5,710.2 2,014.3 3,427.5 Average price per share $ 3.23 $ 3.25 $ 4.11 Gross proceeds $ 18,454 $ 6,546 $ 14,084 Commissions earned by Cantor $ 553 $ 197 $ 423 Other issuance costs $ 0 $ 259 $ 165 On April 14, 2014, the Company sold 12,500,000 shares of common stock at a public offering price of $4.00 per share for aggregate gross proceeds of $50.0 million in an underwritten firm commitment public offering. Certain of the Company’s existing stockholders that are affiliated with certain of the Company’s directors purchased $10.0 million of common stock in the public offering. The closing of the public offering occurred on April 21, 2014. The Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,875,000 shares of Common Stock to cover over-allotments. On April 30, 2014, the underwriters exercised a portion of their over-allotment option to acquire an additional 1,610,000 shares at the public offering price of $4.00 per share for aggregate additional gross proceeds of $6.4 million. The purchase of the over-allotment shares closed on May 5, 2014. Total proceeds were $52.4 million, net of issuance costs of $4.0 million. The common stock was offered and sold pursuant to the Shelf Registration Statement filed in January 2014 (the “January 2014 Shelf Registration Statement”), which was declared effective on April 2, 2014. The January 2014 Shelf Registration Statement allowed the Company to raise up to $100.0 million through the sale of debt securities, common stock, preferred stock, warrants, or any combination thereof. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | 15. Basic and Diluted Net Loss per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock. In computing diluted net loss per share for the three months ended March 31, 2016 and 2015, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and warrants and conversion of preferred stock would be anti-dilutive. |
Related Person Transactions
Related Person Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | 16. Related Person Transactions Synergy Life Science Partners, L.P. and Synecor, LLC collectively owned approximately 5% and 9% of the Company’s common stock at March 31, 2016 and 2015, respectively. A member of the Company’s Board of Directors is managing partner of Synergy Life Science Partners, L.P. and an executive officer of Synecor, LLC. Various research and development services were purchased by the Company from Synecor LLC and its wholly owned subsidiary Synchrony Labs LLC pursuant to arms’ length terms approved by the Audit Committee and totaled approximately $5,000 and $335,000 for the three months ended March 31, 2016 and 2015, respectively. On September 18, 2015, TransEnterix Italia entered into a six month service agreement for administrative expenses and rent with SOFAR, a shareholder that owned approximately 14% and 16% of the Company’s common stock at March 31, 2016 and December 31, 2015, respectively. Expenses under this agreement were approximately $80,000 and $0 for the three months ended March 31, 2016 and 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Contingent Consideration As discussed in Note 3, in September 2015, the Company completed the ALF-X Acquisition using a combination of cash, stock and potential post-acquisition milestone payments. These milestone payments may be payable in the future, depending on the achievement of certain regulatory and commercial milestones. The maximum amount of the aggregate milestone payments could be €27.5 million. As of March 31, 2016, the fair value of the contingent consideration was $24.4 million. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Subsequent to March 31, 2016, the Company sold an additional 5,335,957 shares of common stock through April 18, 2016 under the 2016 Sales Agreement at an average price per share of $5.07, for gross proceeds of $27.1 million and net proceeds of $26.3 million. The remaining amount available under the 2016 Sales Agreement as of April 18, 2016 was $2.4 million. In June 2015 the Company submitted a 510(k) application to the FDA for the SurgiBot System and worked with the FDA to provide additional information as requested. On April 19, 2016, the FDA notified the Company that the SurgiBot System did not meet the criteria for substantial equivalence based on the data and information submitted by TransEnterix in the 510(k) submission. On April 19, 2016, the Company and its U.S. subsidiaries entered into the Consent and Fourth Amendment to the Loan Agreement (the “Fourth Amendment”) pursuant to which TransEnterix International, joined the Loan Agreement and the existing promissory notes as a co-borrower thereunder and pledged, as collateral for the obligations under the Loan Agreement, substantially all of its non-intellectual property assets, including up to 65% of the equity interests owned by TransEnterix International in TransEnterix Europe S.Á.R.L, a wholly owned subsidiary of TransEnterix International. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its direct and indirect wholly owned subsidiaries, SafeStitch LLC, TransEnterix Surgical, Inc., TransEnterix International, Inc., TransEnterix Italia S.r.l. and TransEnterix Europe S.Á.R.L. All inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include identifiable intangible assets and goodwill, stock compensation expense, excess and obsolete inventory reserves, allowance for uncollectible accounts, and deferred tax asset valuation allowances. |
Reverse Stock Split | Reverse Stock Split On March 31, 2014, the Company effectuated a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 5 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the Company’s issued and outstanding stock decreased from 244,276,923 to 48,855,255 shares of common stock, all with a par value of $0.001. All information related to common stock, stock options, restricted stock units, warrants and earnings per share for prior periods has been retroactively adjusted to give effect to the Reverse Stock Split. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents and investments with original maturities of between 91 days and one year to be short-term investments. In order to manage exposure to credit risk, the Company invests in high-quality investments rated at least A2 by Moody’s Investors Service or A by Standard & Poor. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of cash equivalents, accounts receivable, interest receivable, accounts payable, and certain accrued expenses at March 31, 2016 and December 31, 2015, approximate their fair values due to the short-term nature of these items. The Company’s notes payable balance approximates fair value as of March 31, 2016 and December 31, 2015, as the Company’s notes payable were amended and modified in the third quarter of 2015. |
Concentrations and Credit Risk | Concentrations and Credit Risk The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and investments held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s cash deposits may at times exceed the FDIC insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. The Company’s accounts receivable are derived from net revenue to customers and distributors located throughout the world. The Company evaluates its customers’ financial condition and, generally, requires no collateral from its customers. The Company provides reserves for potential credit losses but has not experienced significant losses to date. The Company had one customer who constituted 100% of the Company’s net accounts receivable at March 31, 2016 and December 31, 2015. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at net realizable value, which includes an allowance for estimated uncollectable accounts. The allowance for uncollectible accounts was determined based on historical collection experience. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is based on the first in, first out method. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Any inventory on hand at the measurement date in excess of the Company’s current requirements based on anticipated levels of sales is classified as long-term on the Company’s consolidated balance sheets. The Company’s classification of long-term inventory requires it to estimate the portion of on-hand inventory that can be realized over the next 12 months. |
Identifiable Intangible Assets and Goodwill | Identifiable Intangible Assets and Goodwill Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain intangible assets are amortized over 7 to 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment existed at March 31, 2016 or December 31, 2015. Intellectual property consists of purchased patent rights and developed research and development acquired as part of a business acquisition. Amortization of the patent rights is recorded using the straight-line method over the estimated useful life of the patents of 10 years. Amortization of the developed research and development is recorded using the straight-line method over the estimated useful life of 7 years. This method approximates the period over which the Company expects to receive the benefit from these assets. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis at December 31st or when events or changes in circumstances indicate evidence a potential impairment exists, using a fair value based test. The Company continues to operate in one segment, which is considered to be the sole reporting unit and therefore, goodwill was tested for impairment at the enterprise level. No impairment existed at March 31, 2016 and December 31, 2015. |
In-Process Research and Development | In-Process Research and Development In-process research and development (“IPR&D”) assets represent the fair value assigned to technologies that were acquired, which at the time of acquisition have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. The IPR&D was acquired on September 21, 2015. No impairment existed at March 31, 2016 and December 31, 2015. |
Property and Equipment | Property and Equipment Property and equipment consists primarily of machinery, manufacturing equipment, computer equipment, furniture, and leasehold improvements, which are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Machinery and manufacturing equipment 3-5 years Computer equipment 3 years Furniture 5 years Leasehold improvements Lesser of lease term or 3 to 10 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine the recoverability of its long-lived assets, the Company evaluates the probability that future estimated undiscounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the long-lived assets, then such assets are written down to their fair value. The Company’s estimates of anticipated cash flows and the remaining estimated useful lives of long-lived assets could be reduced in the future, resulting in a reduction to the carrying amount of long-lived assets. |
Contingent Consideration | Contingent Consideration Contingent consideration is recorded as a liability and is the estimate of the fair value of potential milestone payments related to business acquisitions. Contingent consideration is measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of these milestones would result in a significantly higher or lower fair value of these milestones, respectively, and commensurate changes to the associated liability. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value in our statement of operations and comprehensive loss. |
Translation of Foreign Currencies | Translation of Foreign Currencies The functional currency of the Company’s foreign subsidiary, TransEnterix Italia, is its local currency. The assets and liabilities of the Company’s foreign subsidiary are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. The cumulative translation effect for a subsidiary using a functional currency other than the U.S. dollar is included in accumulated other comprehensive income or loss as a separate component of stockholders’ equity. The Company’s intercompany accounts are denominated in the functional currency of the foreign subsidiary. Gains and losses resulting from the remeasurement of intercompany receivables that the Company considers to be of a long-term investment nature are recorded as a cumulative translation adjustment in accumulated other comprehensive income or loss as a separate component of stockholders’ equity, while gains and losses resulting from the remeasurement of intercompany receivables from a foreign subsidiary for which the Company anticipates settlement in the foreseeable future are recorded in the consolidated statement of operations and comprehensive loss. The net gains and losses included in net loss in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2016 and 2015 were not significant. |
Business Acquisitions | Business Acquisitions Business acquisitions are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, “Fair Value Measurements,” as of the acquisition date. For certain assets and liabilities, book value approximates fair value. In addition, ASC 805 establishes that consideration transferred be measured at the closing date of the acquisition at the then-current market price, which may be different than the amount of consideration assumed in the pro forma financial statements. Under ASC 805, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. The application of the acquisition method of accounting requires the Company to make estimates and assumptions related to the estimated fair values of net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangibles are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill has a significant impact on future operating results. |
Risk and Uncertainties | Risk and Uncertainties The Company is subject to a number of risks similar to other similarly-sized companies in the medical device industry. These risks include, without limitation, the historical lack of profitability; the Company’s ability to raise additional capital; its ability to successfully integrate the ALF-X System into its business; its ability to successfully develop, clinically test and commercialize its products; the timing and outcome of the regulatory review process for its products; changes in the health care and regulatory environments of the United States, Italy, other countries in the European Union, and other countries in which the Company intends to operate; its ability to attract and retain key management, marketing and scientific personnel; competition from new entrants; its ability to successfully prepare, file, prosecute, maintain, defend and enforce patent claims and other intellectual property rights; its ability to successfully transition from a research and development company to a marketing, sales and distribution concern; competition in the market for robotic surgical devices; and its ability to identify and pursue development of additional products. |
Research and Development Costs | Research and Development Costs Research and development expenses primarily consist of engineering, product development and regulatory expenses, incurred in the design, development, testing and enhancement of our products and legal services associated with our efforts to obtain and maintain broad protection for the intellectual property related to our products. Research and development costs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company follows ASC 718 (“Stock Compensation”) and ASC 505-50 (“Equity-Based Payments to Non-employees”), which provide guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. For awards granted to non-employees, the Company determines the fair value of the stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The Company recognizes compensation expense for stock-based awards based on estimated fair values on the date of grant for awards granted to employees. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The fair value of other stock-based compensation awards is determined by the market price of the Company’s common stock on the date of grant. The expense associated with stock-based compensation is recognized on a straight-line basis over the requisite service period of each award. The Company records as expense the fair value of stock-based compensation awards, including stock options and restricted stock units. Compensation expense for stock-based compensation was approximately $1,428,000 and $899,000 for the three months ended March 31, 2016 and 2015, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets or liabilities for the temporary differences between financial reporting and tax basis of the Company’s assets and liabilities, and for tax carryforwards at enacted statutory rates in effect for the years in which the asset or liability is expected to be realized. The effect on deferred taxes of a change in tax rates is recognized in income during the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amounts expected to be realized. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Segments | Segments The Company operates in one business segment—the research, development and sale of medical device robotics to improve minimally invasive surgery. The Company’s chief operating decision maker (determined to be the Chief Executive Officer) does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company’s consolidated operating results. Approximately 60% of the Company’s total consolidated assets are located within the U.S. as of March 31, 2016. The remaining assets are mostly located in Europe and are primarily related to the Company’s ALF-X System facility in Italy, and include goodwill, intellectual property, in-process research and development and inventory of $106.9 million at March 31, 2016, associated with the ALF-X Acquisition in September 2015. Total assets outside of the U.S. excluding goodwill amounted to 26% of total consolidated assets at March 31, 2016. |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting. Under ASU 2016-09, the tax effects of stock compensation will be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur. Along with other income tax cash flows, excess tax benefits will be classified as operating activities, and cash paid by an employer when directly withholding shares for tax withholding purposes will be classified as financing activities. Entities may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. For public companies, ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted, however, an entity that elects early adoption must adopt all amendments under the new standard in the same period. We are currently in the process of evaluating the impact of the amended guidance on our consolidated financial statements. Except as noted above, there have been no significant changes to our assessment of the impact of recently issued accounting standards included in Note 2 of Notes to Consolidated Financial Statements in our Fiscal 2015 Form 10-K. |
Reclassifications | Reclassifications As a result of a recent acquisition, certain financial statement captions have been added and we have reclassified certain prior-period amounts on our consolidated statement of operations and comprehensive loss to conform to the presentation for the current period. Such reclassifications have no effect on previously reported total assets, liabilities, stockholders’ equity or net loss. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Estimated Lives of Assets | Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Machinery and manufacturing equipment 3-5 years Computer equipment 3 years Furniture 5 years Leasehold improvements Lesser of lease term or 3 to 10 years |
Acquisition of ALF-X Surgical27
Acquisition of ALF-X Surgical Robotic System (Tables) - ALF-X Surgical Robotic System Acquisition [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Fair Value Consideration | The ALF-X Acquisition-date fair value of the consideration is as follows (in thousands, except for per share amounts): Common shares issued 15,543 Closing price per share $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 23,900 Total consideration $ 92,577 |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on September 21, 2015, the date of acquisition (in thousands): Accounts receivable $ 78 Inventories 2,800 Current deferred tax asset 526 Other current assets 4,180 Property and equipment 1,384 Intellectual property 48,500 In-process research and development 17,100 Goodwill 38,348 Total assets acquired $ 112,916 Accounts payable and other liabilities 1,915 Long-term deferred tax liabilities 18,424 Net assets acquired $ 92,577 |
Summary of Business Acquisition, ProForma Information | The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments for transaction-related costs and amortization of intellectual property. Year Ended December 31, 2015 2014 (In thousands except Revenue $ 77 $ 401 Net loss 53,994 46,874 Net loss per share $ 0.57 $ 0.63 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Cash and Cash Equivalents | Cash and cash equivalents consist of the following: March 31, December 31, 2016 2015 (In thousands) (unaudited) Cash $ 9,456 $ 1,666 Money market 44,055 36,783 Total cash and cash equivalents $ 53,511 $ 38,449 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on Recurring Basis | The following are the major categories of assets measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): March 31, 2016 (In thousands) (unaudited) Description Quoted Prices in Significant Other Significant Total Assets measured at fair value Cash and cash equivalents $ 53,511 $ — $ — $ 53,511 Total Assets measured at fair value $ 53,511 $ — $ — $ 53,511 Liabilities measured at fair value Contingent consideration $ — $ — $ 24,356 $ 24,356 Total liabilities measured at fair value $ — $ — $ 24,356 $ 24,356 December 31, 2015 (In thousands) Description Quoted Prices in Significant Other Significant Total Assets measured at fair value Cash and cash equivalents $ 38,449 $ — $ — $ 38,449 Total Assets measured at fair value $ 38,449 $ — $ — $ 38,449 Liabilities measured at fair value Contingent consideration $ — $ — $ 23,500 $ 23,500 Total liabilities measured at fair value $ — $ — $ 23,500 $ 23,500 |
Quantitative Information about Inputs and Valuation Methodologies Used for Fair Value Measurements Classified in Level 3 | The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 as of September 21, 2015, December 31, 2015, and March 31, 2016: Valuation Significant Weighted Average Contingent consideration Probability weighted income approach Milestone dates 2016 to 2017 Discount rate Probability of occurrence 7.5% to 9.0% 100% |
Change in Fair Value for All Assets and Liabilities Using Unobservable Level 3 Inputs As Determined By Level 3 Inputs | The following table summarizes the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the three months ended March 31, 2016: Fair Value Measurement at (In thousands) (unaudited) Balance at December 31, 2015 $ 23,500 Change in fair value 856 Balance at March 31, 2016 $ 24,356 Current portion 13,300 Long-term portion 11,056 Balance at March 31, 2016 $ 24,356 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table presents the components of accounts receivable: March 31, December 31, 2016 2015 (In thousands) (unaudited) Gross accounts receivable $ 79 $ 76 Allowance for uncollectible accounts — — Total accounts receivable, net $ 79 $ 76 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventories are as follows: March 31, December 31, 2016 2015 (In thousands) (unaudited) Finished goods $ 2,393 $ 2,704 Raw materials 2,250 1,928 Total inventories $ 4,643 $ 4,632 Short-term portion $ 3,615 $ 3,923 Long-term portion 1,028 709 Total inventories $ 4,643 $ 4,632 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | The following table presents the components of other current assets: March 31, December 31, 2016 2015 (In thousands) (unaudited) Advances to vendors $ 5,467 $ 5,403 Prepaid expenses 823 750 Other receivables 779 536 Total $ 7,069 $ 6,689 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: March 31, December 31, 2016 2015 (In thousands) (unaudited) Machinery and manufacturing equipment $ 7,868 $ 5,846 Computer equipment 1,915 1,875 Furniture 384 374 Leasehold improvements 1,713 1,700 Total property and equipment 11,880 9,795 Accumulated depreciation and amortization (5,959 ) (5,387 ) Property and equipment, net $ 5,921 $ 4,408 |
Goodwill, In-Process Research34
Goodwill, In-Process Research and Development and Intellectual Property (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Carrying Value of Goodwill and Change in Balance | The carrying value of goodwill and the change in the balance for the three months ended March 31, 2016 is as follows: Goodwill (In thousands) (unaudited) Balance at December 31, 2015 $ 130,869 Foreign currency translation impact 1,525 Balance at March 31, 2016 $ 132,394 |
Carrying Value of Company's Intangible Assets and Change in Balance | The components of gross intellectual property, accumulated amortization, and net intellectual property as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 (In thousands) (In thousands) Gross Accumulated Foreign Net Gross Accumulated Foreign Net Patents $ 5,000 $ (3,384 ) $ — $ 1,616 $ 5,000 $ (3,259 ) $ — $ 1,741 Developed technology 48,500 (3,483 ) 259 45,276 48,500 (1,672 ) (1,671 ) 45,157 Total intellectual property $ 53,500 $ (6,867 ) $ 259 $ 46,892 $ 53,500 $ (4,931 ) $ (1,671 ) $ 46,898 |
In-Process Research and Development [Member] | |
Carrying Value of Company's Intangible Assets and Change in Balance | The carrying value of the Company’s IPR&D assets and the change in the balance for the three months ended March 31, 2016 is as follows: In-Process (unaudited) Balance at December 31, 2015 $ 16,511 Foreign currency translation impact 680 Balance at March 31, 2016 $ 17,191 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Schedule of Accrued Expenses | The following table presents the components of accrued expenses: March 31, December 31, 2016 2015 (In thousands) (unaudited) Taxes and other assessments $ 3,081 $ 3,112 Compensation and benefits 1,550 2,492 Legal and professional fees 190 268 Consulting and other vendors 895 553 Interest and final payment fee 593 411 Deferred rent 256 278 Other 98 281 Total $ 6,663 $ 7,395 |
Public Offerings of Common St36
Public Offerings of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Schedule of Total Sales under 2015 and 2016 Sales Agreement | The following table summarizes the total sales under the 2015 Sales Agreement and 2016 Sales Agreement for the periods indicated (in thousands, except per share amounts): 2015 Sales 2016 Sales Agreement Agreement Three Months Year Ended Three Months March 31, December 31, March 31, Total shares of common stock sold 5,710.2 2,014.3 3,427.5 Average price per share $ 3.23 $ 3.25 $ 4.11 Gross proceeds $ 18,454 $ 6,546 $ 14,084 Commissions earned by Cantor $ 553 $ 197 $ 423 Other issuance costs $ 0 $ 259 $ 165 |
Organization and Capitalizati37
Organization and Capitalization - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2016Segmentshares | Dec. 31, 2015shares | Dec. 06, 2013$ / sharesshares | |
Organization and Capitalization [Line Items] | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | |
Preferred stock, shares authorized | 25,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Number of business segments | Segment | 1 | ||
Minimum [Member] | |||
Organization and Capitalization [Line Items] | |||
Common stock, shares authorized | 225,000,000 | ||
Maximum [Member] | |||
Organization and Capitalization [Line Items] | |||
Common stock, shares authorized | 750,000,000 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 21, 2015 | Mar. 31, 2014$ / sharesshares | Mar. 31, 2016USD ($)Segment$ / sharesshares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Mar. 30, 2014shares |
Accounting Policies [Line Items] | ||||||
Reverse stock split, ratio | 0.20 | |||||
Common stock, shares issued | shares | 48,855,255 | 109,457,941 | 100,180,872 | 244,276,923 | ||
Common stock, shares outstanding | shares | 48,855,255 | 109,386,396 | 100,149,453 | 244,276,923 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Impairment charges | $ 0 | $ 0 | ||||
Number of business segments | Segment | 1 | |||||
Goodwill | $ 267,776,000 | $ 248,602,000 | ||||
Stock Options [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Share based compensation, expense recognized | $ 1,428,000 | $ 899,000 | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Concentration Risk Percentage | 100.00% | 100.00% | ||||
U.S. [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Percentage of total consolidated assets | 60.00% | |||||
International [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Percentage of total consolidated assets, excluding goodwill | 26.00% | |||||
Maximum [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Amortization period | 10 years | |||||
Minimum [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Amortization period | 7 years | |||||
ALF-X Surgical Robotic System Acquisition [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Amortization period | 7 years | |||||
ALF-X Surgical Robotic System Acquisition [Member] | Europe [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Goodwill | $ 106,900,000 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Summary of Estimated Lives of Assets (Detail) | 3 Months Ended |
Mar. 31, 2016 | |
Computer Equipment [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Minimum [Member] | Machinery and Manufacturing Equipment [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum [Member] | Machinery and Manufacturing Equipment [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Acquisition of ALF-X Surgical40
Acquisition of ALF-X Surgical Robotic System - Additional Information (Detail) shares in Thousands | Sep. 21, 2015USD ($)shares | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 21, 2015EUR (€) |
Business Acquisition [Line Items] | ||||
Securities consideration held in escrow percentage | 10.00% | |||
Escrow and security interest period | 24 months | |||
Intellectual property, net | $ 46,892,000 | $ 46,898,000 | ||
Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 7 years | |||
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 10 years | |||
ALF-X Surgical Robotic System Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Common shares issued | shares | 15,543 | |||
Cash consideration | $ 25,000,000 | |||
Acquisition agreement, description | The Lock-up Agreement provides that SOFAR may sell, transfer or convey (i) no more than 50% of the Securities Consideration during the period commencing on the one-year anniversary of the Closing Date and ending on the eighteen-month anniversary of the Closing Date; and (ii) no more than 75% of the Securities Consideration during the period commencing on the eighteen-month anniversary of the Closing Date and ending on the two-year anniversary of the Closing Date. | |||
Intellectual property, net | $ 48,500,000 | |||
Amortization period | 7 years | |||
ALF-X Surgical Robotic System Acquisition [Member] | Maximum [Member] | Ending on Eighteen Month Anniversary [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of securities consideration | 50.00% | |||
ALF-X Surgical Robotic System Acquisition [Member] | Maximum [Member] | Ending on Two Year Anniversary [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of securities consideration | 75.00% | |||
ALF-X Surgical Robotic System Acquisition [Member] | U.S. Dollars [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 25,000,000 | |||
ALF-X Surgical Robotic System Acquisition [Member] | Euro [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration payable | € | € 27,500,000 | |||
ALF-X Surgical Robotic System Acquisition [Member] | First Tranche [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | 25,000,000 | |||
ALF-X Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration payable | € | € 10,000,000 | |||
Gross proceeds from financing | $ 50,000,000 | |||
Interest rate | 9.00% | 9.00% | ||
ALF-X Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash on hand | $ 50,000,000 | |||
ALF-X Surgical Robotic System Acquisition [Member] | Third Tranche [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration payable | € | € 15,000,000 | |||
ALF-X Surgical Robotic System Acquisition [Member] | Third Tranche [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Target revenue to be achieved | € | 25,000,000 | |||
ALF-X Surgical Robotic System Acquisition [Member] | Fourth Tranche [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration payable | € | € 2,500,000 | |||
TransEnterix Italia [Member] | ||||
Business Acquisition [Line Items] | ||||
Membership interests percentage under Security agreement | 10.00% | 10.00% | ||
Legal, consulting and other costs related to acquisition | $ 4,200,000 |
Acquisition of ALF-X Surgical41
Acquisition of ALF-X Surgical Robotic System - Summary of Fair Value Consideration (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 21, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Contingent consideration | $ 24,356 | $ 23,500 | |
ALF-X Surgical Robotic System Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Common shares issued | 15,543 | ||
Closing price per share | $ 2.81 | ||
Consideration share value | $ 43,677 | ||
Cash consideration | 25,000 | ||
Contingent consideration | 23,900 | $ 24,400 | |
Total consideration | $ 92,577 |
Acquisition of ALF-X Surgical42
Acquisition of ALF-X Surgical Robotic System - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 21, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 132,394 | $ 130,869 | |
ALF-X Surgical Robotic System Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 78 | ||
Inventories | 2,800 | ||
Current deferred tax asset | 526 | ||
Other current assets | 4,180 | ||
Property and equipment | 1,384 | ||
Intellectual property | 48,500 | ||
In-process research and development | 17,100 | ||
Goodwill | $ 38,300 | 38,348 | |
Total assets acquired | 112,916 | ||
Accounts payable and other liabilities | 1,915 | ||
Long-term deferred tax liabilities | 18,424 | ||
Net assets acquired | $ 92,577 |
Acquisition of ALF-X Surgical43
Acquisition of ALF-X Surgical Robotic System - Summary of Business Acquisition, ProForma Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Net loss per share | $ 0.57 | $ 0.63 |
ALF-X Surgical Robotic System Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 77 | $ 401 |
Net loss | $ 53,994 | $ 46,874 |
Cash and Cash Equivalents - Sum
Cash and Cash Equivalents - Summary of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 9,456 | $ 1,666 | ||
Money market | 44,055 | 36,783 | ||
Total cash and cash equivalents | $ 53,511 | $ 38,449 | $ 28,376 | $ 34,766 |
Fair Value - Summary of Assets
Fair Value - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Assets measured at fair value | ||||
Cash and cash equivalents | $ 53,511 | $ 38,449 | $ 28,376 | $ 34,766 |
Total Assets measured at fair value | 53,511 | 38,449 | ||
Liabilities measured at fair value | ||||
Liabilities measured at fair value Contingent consideration | 24,356 | 23,500 | ||
Total liabilities measured at fair value | 24,356 | 23,500 | ||
Liabilities measured at fair value Contingent consideration | 24,356 | 23,500 | ||
Total liabilities measured at fair value | 24,356 | 23,500 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Assets measured at fair value | ||||
Cash and cash equivalents | 53,511 | 38,449 | ||
Total Assets measured at fair value | 53,511 | 38,449 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Liabilities measured at fair value | ||||
Liabilities measured at fair value Contingent consideration | 24,356 | 23,500 | ||
Total liabilities measured at fair value | 24,356 | 23,500 | ||
Liabilities measured at fair value Contingent consideration | 24,356 | 23,500 | ||
Total liabilities measured at fair value | $ 24,356 | $ 23,500 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
ALF-X Surgical Robotic System Acquisition [Member] | |
Fair Value Measurements Disclosure [Line Items] | |
Fair value of contingent consideration | $ 856,000 |
Fair Value - Quantitative Infor
Fair Value - Quantitative Information about Inputs and Valuation Methodologies Used for Fair Value Measurements Classified in Level 3 (Detail) - ALF-X Surgical Robotic System Acquisition [Member] - Fair Value, Inputs, Level 3 [Member] - Contingent Consideration [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Probability of occurrence | 100.00% |
Minimum [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Milestone dates | 2,016 |
Discount rate | 7.50% |
Maximum [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Milestone dates | 2,017 |
Discount rate | 9.00% |
Fair Value - Change in Fair Val
Fair Value - Change in Fair Value for All Assets and Liabilities Using Unobservable Level 3 Inputs As Determined By Level 3 Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 23,500 |
Change in fair value | 856 |
Current portion | 13,300 |
Long-term portion | 11,056 |
Ending balance | $ 24,356 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 79 | $ 76 |
Allowance for uncollectible accounts | 0 | 0 |
Total accounts receivable, net | $ 79 | $ 76 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,393 | $ 2,704 |
Raw materials | 2,250 | 1,928 |
Total inventories | 4,643 | 4,632 |
Short-term portion | 3,615 | 3,923 |
Long-term portion | 1,028 | 709 |
Total inventories | $ 4,643 | $ 4,632 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to vendors | $ 5,467 | $ 5,403 |
Prepaid expenses | 823 | 750 |
Other receivables | 779 | 536 |
Total | $ 7,069 | $ 6,689 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 11,880 | $ 9,795 |
Accumulated depreciation and amortization | (5,959) | (5,387) |
Property and equipment, net | 5,921 | 4,408 |
Machinery and Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 7,868 | 5,846 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,915 | 1,875 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 384 | 374 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 1,713 | $ 1,700 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 565,000 | $ 265,000 |
Goodwill, In-Process Research54
Goodwill, In-Process Research and Development and Intangible Assets - Additional Information (Detail) - USD ($) | Sep. 21, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2009 |
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | $ 132,394,000 | $ 130,869,000 | ||
Accumulated impairment losses on goodwill | 0 | |||
In-process research and development | 17,191,000 | 16,511,000 | ||
Patent purchased amount | 53,500,000 | 53,500,000 | ||
In-Process Research and Development [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
In-process research and development | 17,191,000 | 16,511,000 | ||
Discount rate | 45.00% | |||
Intellectual Property [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Discount rate | 45.00% | |||
Patents [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Patent purchased amount | 5,000,000 | $ 5,000,000 | $ 5,000,000 | |
ALF-X Surgical Robotic System Acquisition [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | $ 38,348,000 | 38,300,000 | ||
Intellectual property | 48,500,000 | |||
ALF-X Surgical Robotic System Acquisition [Member] | In-Process Research and Development [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
In-process research and development | $ 17,100,000 | |||
Safe Stitch Medical Inc [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | $ 93,800,000 |
Goodwill, In-Process Research55
Goodwill, In-Process Research and Development and Intangible Assets - Carrying Value of Goodwill and Change in Balance (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 130,869 |
Foreign currency translation impact | 1,525 |
Ending balance | $ 132,394 |
Goodwill, In-Process Research56
Goodwill, In-Process Research and Development and Intangible Assets - Carrying Value of Company's IPR&D Assets and Change in Balance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 16,511 | |
Foreign currency translation impact | 259 | $ (1,671) |
Ending balance | 17,191 | 16,511 |
In-Process Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 16,511 | |
Foreign currency translation impact | 680 | |
Ending balance | $ 17,191 | $ 16,511 |
Goodwill, In-Process Research57
Goodwill, In-Process Research and Development and Intellectual Property - Summary of Gross Intellectual Property, Accumulated Amortization, and Net Intellectual Property (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2009 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 53,500 | $ 53,500 | |
Accumulated Amortization | (6,867) | (4,931) | |
Foreign currency translation impact | 259 | (1,671) | |
Net Carrying Amount | 46,892 | 46,898 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 5,000 | 5,000 | $ 5,000 |
Accumulated Amortization | (3,384) | (3,259) | |
Net Carrying Amount | 1,616 | 1,741 | |
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 48,500 | 48,500 | |
Accumulated Amortization | (3,483) | (1,672) | |
Foreign currency translation impact | 259 | (1,671) | |
Net Carrying Amount | $ 45,276 | $ 45,157 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
Deferred tax (benefit) expense | $ (2,645,000) | ||
Effective tax rate | 17.00% | 0.00% | |
Unrecognized tax benefits | $ 0 | ||
Scenario, Forecast [Member] | |||
Income Tax Contingency [Line Items] | |||
Estimated annual effective tax rate | 4.78% | ||
TransEnterix Italia [Member] | |||
Income Tax Contingency [Line Items] | |||
Adjustment to deferred tax liability | $ 1,700,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Taxes and other assessments | $ 3,081 | $ 3,112 |
Compensation and benefits | 1,550 | 2,492 |
Legal and professional fees | 190 | 268 |
Consulting and other vendors | 895 | 553 |
Interest and final payment fee | 593 | 411 |
Deferred rent | 256 | 278 |
Other | 98 | 281 |
Total | $ 6,663 | $ 7,395 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Sep. 18, 2015 | Aug. 14, 2015 | Sep. 26, 2014 | Jan. 17, 2012 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Debt discount liability, facility fee | $ 75,000 | |||||
Warrants expiration period | 7 years | |||||
Approximated Amount of debt discount | $ 129,000 | |||||
Fair value of warrants on the issue date | 54,000 | |||||
Debt discount liability, legal fees | 30,000 | |||||
First Amended and Restated Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest only payment percentage | 7.50% | |||||
Maturity date of the term loans | Oct. 1, 2018 | |||||
Debt discount liability, facility fee | $ 90,000 | |||||
Issue of warrants to purchase shares of company's common stock | 112,903 | |||||
First Amended and Restated Loan Agreement [Member] | SurgiBot [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Trailing six-month revenues recognition | $ 10,000,000 | |||||
First Amended and Restated Loan Agreement [Member] | First Tranche [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount of borrowing under agreement | 10,000,000 | |||||
First Amended and Restated Loan Agreement [Member] | First Tranche [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount of borrowing under agreement | 20,000,000 | |||||
First Amended and Restated Loan Agreement [Member] | Second Tranche [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount of borrowing under agreement | $ 10,000,000 | |||||
Second Amended and Restated Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest only payment percentage | 7.50% | |||||
Maturity date of the term loans | Jul. 1, 2018 | |||||
Second Amended and Restated Loan Agreement [Member] | Without Interest- Only Extension [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, redemption price percentage | 6.50% | |||||
Second Amended and Restated Loan Agreement [Member] | With Interest-Only Extension [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, redemption price percentage | 8.00% | |||||
Amended and Restated Term Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term loan aggregate principal amount | $ 25,000,000 | |||||
Interest only payment percentage | 7.50% | |||||
Maturity date of the term loans | Apr. 1, 2018 | |||||
Debt instrument, redemption price percentage | 5.45% | |||||
Debt Instrument, redemption price amount | $ 165,920 | |||||
Debt discount liability, facility fee | $ 90,000 | |||||
Issue of warrants to purchase shares of company's common stock | 38,324 | |||||
Percentage of common stock pledged | 100.00% | |||||
Amended and Restated Term Loans [Member] | First Tranche [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount of borrowing under agreement | $ 5,604,000 | |||||
Amended and Restated Term Loans [Member] | First Tranche [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount of borrowing under agreement | 10,000,000 | |||||
Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt discount liability, discount | $ 210,000 | |||||
Debt issuance costs paid to lenders and third parties | 371,000 | |||||
Debt issuance cost | $ 280,000 | |||||
Debt unamortized balance | $ 283,000 | |||||
Loan and Security Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Note issuance date | Jan. 17, 2012 | |||||
Issuance of promissory note as part of merger transaction | $ 10,000,000 | |||||
Maturity date | Jan. 1, 2016 | |||||
Term loan fixed interest rate | 8.75% | |||||
Outstanding principal amount of the original loan agreement | $ 5,604,000 | |||||
Debt instrument, redemption price percentage | 3.33% | |||||
Debt Instrument, redemption price amount | $ 333,000 | |||||
Debt discount liability, facility fee | $ 75,000 | |||||
Issue of warrants to purchase shares of company's common stock | 279,588 | |||||
Loan and Security Agreement [Member] | Term A Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of promissory note as part of merger transaction | $ 4,000,000 | |||||
Loan and Security Agreement [Member] | Term B Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of promissory note as part of merger transaction | $ 6,000,000 |
Public Offerings of Common St61
Public Offerings of Common Stock - Additional Information (Detail) - USD ($) | Feb. 09, 2016 | Jul. 10, 2015 | Jun. 11, 2015 | Feb. 20, 2015 | Apr. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 03, 2016 | Mar. 02, 2016 | Dec. 31, 2015 | Apr. 14, 2014 | Mar. 31, 2014 | Mar. 30, 2014 |
Stockholders Equity Common Stock [Line Items] | |||||||||||||
Total shares of common stock sold | 109,457,941 | 100,180,872 | 48,855,255 | 244,276,923 | |||||||||
Net Proceeds | $ 5,800,000 | $ 46,400,000 | $ 52,400,000 | $ 31,391,000 | $ 1,783,000 | ||||||||
Common stock to be sold, shares | 16,666,667 | 12,500,000 | |||||||||||
Public offering price | $ 3 | $ 3 | $ 4 | $ 4 | |||||||||
Expected aggregate gross proceeds | $ 50,000,000 | $ 50,000,000 | |||||||||||
Over-allotment option, shares to be issued to underwriters | 2,500,000 | 1,875,000 | |||||||||||
Shares issued from option exercise by underwriters | 2,075,000 | 1,610,000 | |||||||||||
Additional proceeds from exercise of option by underwriters | $ 6,200,000 | $ 6,400,000 | |||||||||||
Proceeds from issuance of common stock from public offering, net of issuance costs | 52,200,000 | ||||||||||||
Issuance costs of Issuance of common shares | 4,000,000 | 4,000,000 | |||||||||||
Aggregate maximum value of designated securities to be sold | $ 100,000,000 | $ 100,000,000 | $ 150,000,000 | $ 100,000,000 | |||||||||
Value of stock to be purchased by existing stockholders | $ 10,000,000 | ||||||||||||
Cantor Fitzgerald & Co. [Member] | |||||||||||||
Stockholders Equity Common Stock [Line Items] | |||||||||||||
Sale of common stock in an at-the-market offering | 43,560,000 | 25,000,000 | |||||||||||
Percentage of commission paid | 3.00% | 3.00% | |||||||||||
Total shares of common stock sold | 7,724,488 | ||||||||||||
Gross proceeds | $ 25,000,000 | ||||||||||||
Net Proceeds | $ 24,000,000 |
Public Offerings of Common St62
Public Offerings of Common Stock - Schedule of Total Sales under 2015 and 2016 Sales Agreement (Detail) - Cantor Fitzgerald & Co. [Member] - USD ($) $ / shares in Units, $ in Thousands | Feb. 09, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Sale And Issue Of Shares Under Agreement [Line Items] | |||
Gross proceeds | $ 25,000 | ||
2015 Sales Agreement [Member] | |||
Sale And Issue Of Shares Under Agreement [Line Items] | |||
Total shares of common stock sold | 5,710,200 | 2,014,300 | |
Average price per share | $ 3.23 | $ 3.25 | |
Gross proceeds | $ 18,454 | $ 6,546 | |
Commissions earned by Cantor | 553 | 197 | |
Other issuance costs | $ 0 | $ 259 | |
2016 Sales Agreement [Member] | |||
Sale And Issue Of Shares Under Agreement [Line Items] | |||
Total shares of common stock sold | 3,427,500 | ||
Average price per share | $ 4.11 | ||
Gross proceeds | $ 14,084 | ||
Commissions earned by Cantor | 423 | ||
Other issuance costs | $ 165 |
Related Person Transactions - A
Related Person Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Synecor, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to Acquire in Process Research and Development | $ 5,000 | $ 335,000 | |
Officer [Member] | Synergy Life Science Partners, L.P. and Synecor, LLC [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | 9.00% | |
SOFAR [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, Ownership Percentage by shareholder | 14.00% | 16.00% | |
Expenses under service agreement with related party | $ 80,000 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Sep. 21, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2016EUR (€) |
Operating Leased Assets [Line Items] | ||||
Fair value of contingent consideration | $ 24,356 | $ 23,500 | ||
ALF-X Surgical Robotic System Acquisition [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Fair value of contingent consideration | $ 23,900 | $ 24,400 | ||
ALF-X Surgical Robotic System Acquisition [Member] | Maximum [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Aggregate milestone payments | € | € 27,500,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 18, 2016 | Jul. 10, 2015 | Jun. 11, 2015 | Apr. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Apr. 19, 2016 |
Subsequent Event [Line Items] | |||||||
Net Proceeds | $ 5,800 | $ 46,400 | $ 52,400 | $ 31,391 | $ 1,783 | ||
TransEnterix Europe [Member] | Subsequent Event [Member] | Maximum [Member] | Fourth Amended and Restated Loan Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Equity method investment, Ownership Percentage by shareholder | 65.00% | ||||||
2016 Sales Agreement [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Total shares of common stock sold | 5,335,957 | ||||||
Average price per share | $ 5.07 | ||||||
Gross proceeds | $ 27,100 | ||||||
Net Proceeds | 26,300 | ||||||
Remaining amount available under the sales agreement | $ 2,400 |