Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TRXC | ||
Entity Registrant Name | TRANSENTERIX INC. | ||
Entity Central Index Key | 876,378 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 200,049,326 | ||
Entity Public Float | $ 70.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 91,217 | $ 24,165 |
Accounts receivable, net | 1,536 | 621 |
Inventories | 10,817 | 7,883 |
Interest receivable | 80 | 12 |
Other current assets | 9,344 | 5,335 |
Total Current Assets | 112,994 | 38,016 |
Restricted cash | 6,389 | 10,425 |
Accounts receivable, net of current portion | 266 | |
Property and equipment, net | 6,670 | 5,772 |
Goodwill | 71,368 | 68,697 |
Other long term assets | 192 | 63 |
Total Assets | 250,251 | 176,249 |
Current Liabilities | ||
Accounts payable | 3,771 | 3,984 |
Accrued expenses | 10,974 | 8,206 |
Deferred revenue | 1,088 | |
Deferred gain on sale of SurgiBot assets | 7,500 | |
Contingent consideration – current portion | 719 | 10,502 |
Notes payable - current portion, net of debt discount | 4,788 | 7,997 |
Total Current Liabilities | 28,840 | 30,689 |
Long Term Liabilities | ||
Contingent consideration – less current portion | 11,699 | 12,298 |
Notes payable - less current portion, net of debt discount | 8,385 | 4,995 |
Warrant liabilities | 14,090 | |
Net deferred tax liabilities | 8,389 | 10,397 |
Total Liabilities | 71,403 | 58,379 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Common stock $0.001 par value, 750,000,000 shares authorized at December 31, 2017 and 2016, respectively; 199,282,003 and 115,781,030 shares issued at December 31, 2017 and 2016, respectively; and 199,282,003 and 115,687,351 shares outstanding at December 31, 2017 and 2016, respectively | 199 | 115 |
Additional paid-in capital | 621,261 | 426,609 |
Accumulated deficit | (447,640) | (302,844) |
Treasury stock at cost, 0 and 93,679 shares at December 31, 2017 and 2016, respectively | (241) | |
Accumulated other comprehensive income (loss) | 5,028 | (5,769) |
Total Stockholders’ Equity | 178,848 | 117,870 |
Total Liabilities and Stockholders’ Equity | 250,251 | 176,249 |
Intellectual Property, Net [Member] | ||
Current Assets | ||
Intangible assets | $ 52,638 | 37,090 |
In-Process Research and Development [Member] | ||
Current Assets | ||
Intangible assets | $ 15,920 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 199,282,003 | 115,781,030 |
Common stock, shares outstanding | 199,282,003 | 115,687,351 |
Treasury stock, shares | 0 | 93,679 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenue | $ 7,111,000 | $ 1,519,000 | |
Cost of revenue | 6,727,000 | 1,069,000 | |
Gross profit | 384,000 | 450,000 | |
Operating Expenses | |||
Research and development | 21,989,000 | 29,273,000 | $ 29,669,000 |
Sales and marketing | 17,536,000 | 9,151,000 | 2,855,000 |
General and administrative | 12,275,000 | 10,813,000 | 7,831,000 |
Amortization of intangible assets | 7,858,000 | 6,967,000 | 2,185,000 |
Change in fair value of contingent consideration | 2,026,000 | 482,000 | (400,000) |
Issuance costs for warrants | 627,000 | ||
Inventory write-down related to restructuring | 2,565,000 | ||
Restructuring and other charges | 3,064,000 | ||
Goodwill impairment | 0 | 61,784,000 | 0 |
Acquisition related costs | 4,231,000 | ||
Total Operating Expenses | 62,311,000 | 124,099,000 | 46,371,000 |
Operating Loss | (61,927,000) | (123,649,000) | (46,371,000) |
Other Expense | |||
Change in fair value of warrant liabilities | (83,734,000) | ||
Interest expense, net | (2,135,000) | (1,889,000) | (1,601,000) |
Other (expense) income | (300,000) | 35,000 | |
Total Other Expense, net | (86,169,000) | (1,854,000) | (1,601,000) |
Loss before income taxes | (148,096,000) | (125,503,000) | (47,972,000) |
Income tax benefit | 3,300,000 | 5,523,000 | 1,024,000 |
Net loss | (144,796,000) | (119,980,000) | (46,948,000) |
Other comprehensive loss | |||
Foreign currency translation gain (loss) | 10,797,000 | (2,603,000) | (3,166,000) |
Comprehensive loss | $ (133,999,000) | $ (122,583,000) | $ (50,114,000) |
Net loss per share - basic and diluted | $ (0.97) | $ (1.07) | $ (0.59) |
Weighted average common shares outstanding - basic and diluted | 148,744 | 112,185 | 79,628 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - 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, 2014 | $ 121,789 | $ 63 | $ 257,642 | $ (135,916) | ||
Balance, Shares at Dec. 31, 2014 | 63,183 | |||||
Stock-based compensation | 3,311 | 3,311 | ||||
Issuance of common stock, net of issuance costs | 58,331 | $ 21 | 58,310 | |||
Issuance of common stock, net of issuance costs, Shares | 20,756 | |||||
Issuance of common stock, acquisition | 43,677 | $ 15 | 43,662 | |||
Issuance of common stock, acquisition, Shares | 15,543 | |||||
Exercise of stock options and restricted stock units | 259 | $ 1 | 258 | |||
Exercise of stock options and restricted stock units, Shares | 698 | |||||
Return of common stock to pay withholding taxes on restricted stock | (73) | $ (73) | ||||
Return of common stock to pay withholding taxes on restricted stock, Shares | (31) | |||||
Issuance of warrants and relative fair value of warrants issued with debt | 97 | 97 | ||||
Other comprehensive loss | (3,166) | $ (3,166) | ||||
Net loss | (46,948) | (46,948) | ||||
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 | 5,033 | 5,033 | ||||
Issuance of common stock, net of issuance costs | 58,029 | $ 15 | 58,014 | |||
Issuance of common stock, net of issuance costs, Shares | 15,086 | |||||
Exercise of stock options and restricted stock units | 166 | 166 | ||||
Exercise of stock options and restricted stock units, Shares | 419 | |||||
Return of common stock to pay withholding taxes on restricted stock | (168) | $ (168) | ||||
Return of common stock to pay withholding taxes on restricted stock, Shares | (63) | |||||
Issuance of common stock for services | 116 | 116 | ||||
Issuance of common stock for services, Shares | 96 | |||||
Other comprehensive loss | (2,603) | (2,603) | ||||
Net loss | (119,980) | (119,980) | ||||
Balance at Dec. 31, 2016 | 117,870 | $ 115 | $ (241) | 426,609 | (302,844) | (5,769) |
Balance, Shares at Dec. 31, 2016 | 115,781 | (94) | ||||
Stock-based compensation | 7,078 | 7,078 | ||||
Non-employee warrant awards | 838 | 838 | ||||
Issuance of common stock and treasury stock, net of issuance costs | 68,864 | $ 45 | $ 409 | 68,410 | ||
Issuance of common stock and treasury stock, net of issuance costs, Shares | 44,689 | 213 | ||||
Exercise of stock options and warrants | 112,838 | $ 35 | 112,803 | |||
Exercise of stock options and warrants, Shares | 34,749 | |||||
Award of restricted stock units | 340 | |||||
Return of common stock to pay withholding taxes on restricted stock | (168) | $ (168) | ||||
Return of common stock to pay withholding taxes on restricted stock, Shares | (119) | |||||
Issuance of common stock in exchange for contingent consideration | 5,227 | $ 4 | 5,223 | |||
Issuance of common stock in exchange for contingent consideration, Shares | 3,723 | |||||
Issuance of warrants and relative fair value of warrants issued with debt | 300 | 300 | ||||
Other comprehensive loss | 10,797 | 10,797 | ||||
Net loss | (144,796) | (144,796) | ||||
Balance at Dec. 31, 2017 | $ 178,848 | $ 199 | $ 621,261 | $ (447,640) | $ 5,028 | |
Balance, Shares at Dec. 31, 2017 | 199,282 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities | |||
Net loss | $ (144,796,000) | $ (119,980,000) | $ (46,948,000) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | |||
Depreciation | 2,486,000 | 1,942,000 | 1,248,000 |
Amortization of intangible assets | 7,858,000 | 6,967,000 | 2,185,000 |
Amortization of debt discount and debt issuance costs | 510,000 | 177,000 | 142,000 |
Stock-based compensation | 7,078,000 | 5,033,000 | 3,311,000 |
Non-employee warrant awards | 838,000 | ||
Common stock issued for services | 116,000 | ||
Inventory write-down related to restructuring | 2,565,000 | ||
Loss on disposal of property | 34,000 | ||
Non-cash restructuring and other charges | 2,556,000 | ||
Goodwill impairment | 0 | 61,784,000 | 0 |
Deferred tax benefit | (3,300,000) | (5,562,000) | (1,024,000) |
Loss on extinguishment of debt | 308,000 | ||
Change in fair value of warrant liabilities | 83,734,000 | ||
Change in fair value of contingent consideration | 2,026,000 | 482,000 | (400,000) |
Changes in operating assets and liabilities, net of effect of acquisition: | |||
Accounts receivable | (381,000) | (1,041,000) | 133,000 |
Interest receivable | 23,000 | (6,000) | (5,000) |
Inventories | (2,981,000) | (6,647,000) | (4,630,000) |
Other current and long term assets | (3,348,000) | (1,528,000) | 728,000 |
Accounts payable | (531,000) | (356,000) | 1,096,000 |
Accrued expenses | 2,093,000 | 1,112,000 | 5,371,000 |
Deferred revenue | 1,088,000 | ||
Deferred gain on sale of SurgiBot assets | 7,500,000 | ||
Net cash and cash equivalents used in operating activities | (39,795,000) | (52,386,000) | (38,759,000) |
Investing Activities | |||
Payment for acquisition of a business | (25,000,000) | ||
Purchase of property and equipment | (1,566,000) | (1,361,000) | (1,234,000) |
Purchase of intellectual property | (425,000) | ||
Net cash and cash equivalents used in investing activities | (1,991,000) | (1,361,000) | (26,234,000) |
Financing Activities | |||
Payment of debt | (13,343,000) | (6,902,000) | |
Proceeds from issuance of debt and warrants, net of issuance costs | 13,005,000 | 9,887,000 | |
Payment of contingent consideration | (7,181,000) | (1,182,000) | |
Proceeds from issuance of common stock and warrants, net of issuance costs | 77,579,000 | 58,029,000 | 58,331,000 |
Taxes paid related to net share settlement of vesting of restricted stock units | (168,000) | (168,000) | (73,000) |
Proceeds from exercise of stock options and warrants | 34,479,000 | 166,000 | 259,000 |
Net cash and cash equivalents provided by financing activities | 104,371,000 | 49,943,000 | 68,404,000 |
Effect of exchange rate changes on cash and cash equivalents | 431,000 | (55,000) | 22,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 63,016,000 | (3,859,000) | 3,433,000 |
Cash, cash equivalents and restricted cash, beginning of period | 34,590,000 | 38,449,000 | 35,016,000 |
Cash, cash equivalents and restricted cash, end of period | 97,606,000 | 34,590,000 | 38,449,000 |
Supplemental Disclosure for Cash Flow Information | |||
Interest paid | 899,000 | 1,289,000 | 973,000 |
Supplemental Schedule of Noncash Investing and Financing Activities | |||
Transfer of inventory to property and equipment | 1,258,000 | $ 3,198,000 | |
Issuance of common stock as contingent consideration | 5,227,000 | ||
Relative fair value of warrants issued with debt | 300,000 | 97,000 | |
Reclass of warrant liability to common stock and additional paid in capital | 78,359,000 | ||
Transfer of in-process research and development to intellectual property | 17,913,000 | ||
Cashless exercise of warrants | $ 149,000 | ||
Issuance of common stock warrants | 97,000 | ||
Contingent consideration related to acquisition | 23,900,000 | ||
Issuance of common stock related to acquisition | $ 43,677,000 |
Organization and Capitalization
Organization and Capitalization | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Capitalization | 1. Organization and Capitalization TransEnterix is a medical device company that is digitizing the interface between the surgeon and the patient to improve minimally invasive surgery by addressing the clinical and economic challenges associated with current laparoscopic and robotic options in today's value-based healthcare environment. The Company is focused on the commercialization of the Senhance™ Surgical System, which digitizes laparoscopic minimally invasive surgery. The system allows for robotic precision, haptic feedback, surgeon camera control via eye sensing and improved ergonomics while offering responsible economics. The Senhance System has been granted a CE Mark in Europe for laparoscopic abdominal and pelvic surgery, as well as limited thoracic operations excluding cardiac and vascular surgery. In April 2017, the Company submitted a 510(k) application to the FDA for the Senhance System. On October 13, 2017, the Company received 510(k) clearance from the FDA for use in laparoscopic The Senhance System is a multi-port robotic surgery system which allows multiple robotic arms to control 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 integrates three-dimensional high definition (“3DHD”) vision technology. The Senhance System also offers responsible economics to hospitals by offering robotic technology with reusable instruments thereby reducing additional costs per surgery when compared to other robotic solutions. The Company also developed the SurgiBot™ System, a single-port, robotically enhanced laparoscopic surgical platform. On December 18, 2017, the Company announced that it had entered into an agreement with Great Belief International Limited (“GBIL”) to advance the SurgiBot System towards global commercialization. The agreement transfers ownership of the SurgiBot System assets, while the Company retains the option to distribute or co-distribute the SurgiBot System outside of China. Upon completion of the transfer of all SurgiBot System assets, GBIL will have the SurgiBot System manufactured in China and obtain Chinese regulatory clearance from the China Food and Drug Administration (“CFDA”), while entering into a nationwide distribution agreement with China National Scientific and Instruments and Materials Company (“CSIMC”) for the Chinese market. The agreement provides the Company with proceeds of at least $29 million, of which $7.5 million was received in December 2017. An additional $7.5 million is expected to be received by March 31, 2018, which includes a $3.0 million equity investment at $2.33 per share. The remaining $14 million, representing minimum royalties, will be paid beginning at the earlier of receipt of Chinese regulatory approval or five years. 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 (now known as the “Senhance Acquisition”), and changed the name of Vulcanos to TransEnterix Italia S.r.l (“TransEnterix Italia”). The Senhance Acquisition included all of the assets, employees and contracts related to the Senhance System. See Note 3 for a description of the related transactions. 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. 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, Inc.; TransEnterix Italia S.r.l.; TransEnterix Europe S.à.R.L; Bertrange, Swiss Branch, Lugano; TransEnterix Asia Pte. Ltd.; and TransEnterix Taiwan Ltd. after giving effect to the Senhance Acquisition, the term “SafeStitch” refers to the historic business of SafeStitch Medical, Inc. prior to the Merger, and the term “TransEnterix Surgical” refers to the historic business of TransEnterix Surgical, Inc. prior to the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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., TransEnterix Europe S.à.R.L, Bertrange, Swiss Branch, Lugano, TransEnterix Asia Pte. Ltd. and TransEnterix Taiwan Ltd. 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, contingent consideration, warrant liabilities, stock compensation expense, restructuring and other charges, excess and obsolete inventory reserves, and deferred tax asset valuation allowances. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents. Restricted cash at December 31, 2017 includes $6.0 million in a money market account, held in connection with the Company’s notes payable (see Note 13) and $389,000 in cash accounts held as collateral primarily under the terms of an office operating lease, credit cards and automobile leases. Concentrations and Credit Risk The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts 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 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 eight customers who constituted 100% of the Company’s net accounts receivable at December 31, 2017. The Company had one customer who constituted 100% of the Company’s net accounts receivable at December 31, 2016 and one customer who constituted 100% of the Company’s net accounts receivable at December 31, 2015. The Company had eight customers who accounted for 100% of sales in 2017, one customer who accounted for 100% of sales in 2016. There were no sales in 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 (determined on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. 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. 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 5 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. 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 5 to 7 years. This method approximates the period over which the Company expects to receive the benefit from these assets. See Note 17 for additional information related to the write-off of purchased patents in connection with the restructuring plan executed in May 2016. No impairment existed at December 31, 2017. 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 31 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 is tested for impairment at the enterprise level. See Note 10 for additional information related to goodwill impairment recorded during the second quarter of 2016. No impairment existed at December 31, 2017 or 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 December 31, 2016 and 2015. On October 13, 2017, upon regulatory approval and the ability to commercialize the products associated with the IPR&D assets, the assets were deemed definite-lived, reclassified to intellectual property and are now amortized based on their estimated useful lives. Property and Equipment Property and equipment consists primarily of machinery, manufacturing equipment, demonstration 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, manufacturing and demonstration equipment 3-5 years Computer equipment 3 years Furniture 5 years Leasehold improvements Lesser 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 contingent consideration is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss. Deferred Gain on Sale of SurgiBot Assets In conjunction with the agreement with GBIL in relation to the transfer of the SurgiBot System assets, the Company received $7.5 million in December 2017. This amount was included in deferred gain in sale of SurgiBot assets on the consolidated balance sheet pending transfer of the assets. Warrant Liabilities The Company’s Series A Warrants and Series B Warrants (see Note 16) are measured at fair value using a simulation model which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock, its expected volatility, holding cost and the risk-free interest rate for the term of the warrant (see Note 5). The warrant liability is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss. The selection of the appropriate valuation model and the inputs and assumptions that are required to determine the valuation requires significant judgment and requires management to make estimates and assumptions that affect the reported amount of the related liability and reported amounts of the change in fair value. Actual results could differ from those estimates, and changes in these estimates are recorded when known. As the warrant liability is required to be measured at fair value at each reporting date, it is reasonably possible that these estimates and assumptions could change in the near term. Translation of Foreign Currencies The functional currency of the Company’s operational foreign subsidiaries is Euros. The assets and liabilities of the Company’s foreign subsidiaries 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 years December 31, 2017, 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. 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 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. Revenue Recognition The Company’s revenue consists of product revenue resulting from the sales of systems, instruments and accessories, and service revenue. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or service has been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue is presented net of taxes collected from customers that are remitted to government authorities. The Company generally recognizes revenue at the following points in time: • System sales. For systems sold directly to end customers, revenue is recognized when acceptance occurs, which is deemed to have occurred upon customer acknowledgment of delivery or installation, depending on the terms of the arrangement. The Senhance Systems are delivered with a software component. However, because the software and non-software elements function together to deliver the system’s essential functionality, the Company's arrangements are excluded from being accounted for under software revenue recognition guidance. • Instruments and accessories. Revenue from sales of instruments and accessories is generally recognized at the time of shipment. Revenue from services related to the supply and management of instruments and accessories is recognized as the services are rendered. • Service. Service revenue is recognized ratably over the term of the service period. Revenue related to services performed on a time-and-materials basis is recognized when it is earned and billable. The Company's system sale arrangements contain multiple elements including a system(s), instruments, accessories, and system service. The Company generally delivers all of the elements, other than service, within days of entering into the system sale arrangement. Each of these elements is a separate unit of accounting. System accessories, instruments, and service are also sold on a stand-alone basis. For multiple-element arrangements, revenue is allocated to each unit of accounting based on their relative selling prices. Relative selling prices are based first on vendor specific objective evidence of fair value (“VSOE”), then on third-party evidence of selling price (“TPE”) when VSOE does not exist, and then on management's best estimate of the selling price (“BESP”) when VSOE and TPE do not exist. The Company’s system sale arrangements generally include a one-year period of free service, and the right for the customer to purchase service annually thereafter. The revenue allocated to the free service period is deferred and recognized ratably over the free service period. Because the Company has neither VSOE nor TPE for its systems, the allocation of revenue is based on BESP for the systems sold. The objective of BESP is to determine the price at which the Company would transact a sale, had the product been sold on a stand-alone basis. The Company determines BESP for its systems by considering multiple factors, including, but not limited to, features and functionality of the system, geographies, type of customer, and market conditions. The Company regularly reviews BESP and maintains internal controls over establishing and updating these estimates. Cost of Revenue Cost of revenue sold consists of contract manufacturing, materials, labor and manufacturing overhead incurred internally to produce the products. Shipping and handling costs incurred by the Company are included in cost of revenue. 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. 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 (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 restricted stock units 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 $7,078,000, $5,033,000 and $3,311,000 for the years ended December 31, 2017, 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. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Legislation”) was enacted into law, which reduced the US federal corporate income tax rate to 21% for tax years beginning after December 31, 2017. As a result of the newly enacted tax rate, the Company adjusted its U.S. deferred tax assets as of December 31, 2017, by applying the new 21% rate, which resulted in a decrease to the deferred tax assets and a corresponding decrease to the valuation allowance of approximately $36.1 million. The Tax Legislation also implements a territorial tax system. Under the territorial tax system, in general, the Company's foreign earnings will no longer be subject to tax in the U.S. As part of transition to the territorial tax system the Tax Legislation includes a mandatory deemed repatriation of all undistributed foreign earnings that are subject to a U.S. income tax. The Company estimates that the deemed repatriation will not result in any additional U.S. income tax liability as it estimates it currently has no undistributed foreign earnings. The SEC staff issued Staff Accounting Bulletin (“SAB”) No. 118 which will allow the Company to record provisional amounts related to accounting for the Tax Legislation during a measurement period which is similar to the measurement period used when accounting for business combinations. The Company is following the guidance set forth by SAB 118 and any amounts calculated are provisional estimates and will be reevaluated as more information or guidance becomes available. The Company will continue to assess the impact of the Tax Legislation on its business and consolidated financial statements. 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% and 49% of the Company’s total consolidated assets are located within the U.S. as of December 31, 2017 and 2016, respectively. The remaining assets are mostly located in Europe and are primarily related to the Company’s facility in Italy, and include goodwill, intellectual property, other current assets, property and equipment, cash, accounts receivable and inventory of $99.9 million and $90.4 million at December 31, 2017 and 2016, respectively associated with the Senhance Acquisition in September 2015. Total assets outside of the U.S. excluding goodwill amounted to 31% and 40% of total consolidated assets at December 31, 2017 and 2016, respectively. The Company recognizes sales by geographic area based on the country in which the customer is based. For the years ended December 31, 2017, 2016, and 2015, 18%, 0%, and 0%, respectively, of net revenue were generated in the United States; and 61%, 100%, and 0% were generated in Europe; and 21%, 0% and 0% were generated in Asia. Impact of Recently Issued Accounting Standards In July 2017, the Financial Accounting Standards Board (“FASB”) Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The adoption of this ASU should not have a material impact on the consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02, Leases The Company currently expects that upon adoption, ROU assets and lease liabilities will be recognized in the balance sheet in amounts that the Company does not expect will have a material impact on the consolidated financial statements based on the Company’s current leases. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers The Company will adopt the New Revenue Standard in the first quarter of fiscal year 2018 using the modified retrospective method resulting in a cumulative catch-up adjustment to opening retained earnings in the period of adoption. The Company has substantially completed its evaluation of the impact of the New Revenue Standard on its historical financial statements. The Company’s performance obligations under its existing contracts primarily include the sale of systems, instruments and accessories, as well as services. The product revenues will be recognized at a point in time upon delivery or installation, depending on the terms of the agreement. The service revenue will be recognized ratably over time. The Company has concluded that the timing and measurement of revenue recognition will be materially consistent under the New Revenue Standard, except for the future billings related to future service included in its multi-year contracts that should be part of the consideration allocated to all performance obligations under the New Revenue Standard. Under the current standard, future service billings are considered to be contingent revenue, and therefore, are not included in the consideration allocated. Accordingly, the amount of consideration allocated to the performance obligations identified in the Company’s system arrangements will be different under the New Revenue Standard than the amount allocated under the current standard. In general, this will result in an acceleration of the amount of revenue recognized for system sales with multi-year service contracts. Due to limited sales to date, the Company has evaluated its contracts and has quantified an immaterial cumulative catch-up adjustment upon adoption. The Company continues to evaluate the required disclosures. The New Revenue Standard is principles based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. While substantially complete, the Company is still in the process of finalizing its evaluation of the effect of the New Revenue Standard on the Company’s historical financial statements and disclosures. The Company will finalize its accounting assessment and quantitative impact of the adoption of the New Revenue Standard during the first quarter of fiscal year 2018. As the Company completes its evaluation of this new standard, new information may arise that could change the Company’s current understanding of the impact to revenue and expense recognized. Additionally, the Company will continue to monitor industry activities and any additional guidance provided by regulators, standards setters, or the accounting profession and adjust the Company’s assessment and implementation plans accordingly. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) |
Acquisition of Senhance Surgica
Acquisition of Senhance Surgical Robotic System | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Senhance Surgical Robotic System | 3. Acquisition of Senhance 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 now known as the Senhance 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 Senhance 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) On December 30, 2016, the Company and Sofar entered into an Amendment to the Purchase Agreement (the “Amendment”) to restructure the terms of the second tranche of the Cash Consideration (the “Second Tranche”). Under the Amendment, the Second Tranche was restructured to be paid through the (A) the issuance of 3,722,685 shares of the Company’s common stock with an aggregate fair market value of €5.0 million and (B) the payment of €5.0 million in cash upon the occurrence of either (i) receipt of clearance from the FDA for the Senhance System; or (ii) the Company having cash on hand of at least $50.0 million, or (iii) successfully completing a financing, raising at least $50.0 million in gross proceeds after September 2015, exclusive of any financing proceeds related to the December 2016 purchase agreement between the Company and Lincoln Park Capital Fund, LLC.; with payment of simple interest at a rate of 9.0% per annum beginning on December 31, 2016. The Five Million Euro (€ 5,000,000) cash payment began to accrue simple interest at a rate of 9% per annum beginning on December 31, 2016 and continued to accrue interest until November 15, 2017 when it was paid in full. Prior to December 30, 2016, the Second Tranche of the Cash Consideration of €10.0 million was payable after the achievement of both of the following milestones (i) the earlier of approval from the FDA for the Senhance 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 Senhance System of at least €25.0 million over a calendar quarter. (4) The fourth tranche of the Cash Consideration of €2.5 million shall be payable by December 31 of each year as reimbursement for certain debt payments made by Sofar under an existing Sofar loan agreement in such year, with payments beginning as of December 31, 2016. As of December 31, 2017, the Company had paid €1.8 million of the fourth tranche. The Third Tranche would have been payable even if the Second Tranche was not then payable. In addition, the 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 Senhance System, or (iii) the Company acquires a business that offers alternative products that are directly competitive with the Senhance System. Under the Purchase Agreement, 10% of the Securities Consideration was being held in escrow to support Sofar’s representations and warranties under the Purchase Agreement. In accordance with a related escrow agreement, the escrowed shares were released in September 2016. The Company, a subsidiary 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 security interest period was twenty-four months after the closing of the Senhance Acquisition and expired on September 21, 2017. 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 Senhance 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. In connection with the Senhance 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 over a two-year period following the Closing Date. As of September 21, 2017, all of the Securities Consideration was released from the lock-up restrictions and is eligible to be resold under the effective resale registration statement. The Senhance Acquisition was accounted for as a business combination utilizing the methodology prescribed in ASC 805. The purchase price for the Senhance Acquisition has been allocated to the assets acquired and liabilities assumed based on their estimated fair values. The Senhance 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 is being amortized using the straight-line method over 7 years. IPR&D is principally the estimated fair value of the Senhance 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 statement of operations and comprehensive loss for the year ended December 31, 2015. 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 Senhance Acquisition 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 per share amounts) Revenue $ 77 $ 401 Net loss 53,994 46,874 Net loss per share $ 0.57 $ 0.63 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | 4. Cash, Cash Equivalents, and Restricted Cash Cash, cash equivalents and restricted cash consist of the following: December 31, December 31, 2017 2016 (In thousands) Cash $ 4,039 $ 1,975 Money market 87,178 22,190 Total cash and cash equivalents $ 91,217 $ 24,165 Restricted cash $ 6,389 $ 10,425 Total $ 97,606 $ 34,590 Restricted cash at December 31, 2017 includes $6.0 million in a money market account, held in connection with the Company’s notes payable and $389,000 in cash accounts held as collateral primarily under the terms of an office operating lease, credit card agreement and automobile leases. Restricted cash at December 31, 2016 includes $10.0 million in a money market account, held in connection with the Company’s notes payable and $425,000 in cash accounts held as collateral primarily under the terms of an office operating lease, credit card agreement and automobile leases. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2017 | |
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 cash and cash equivalents, restricted cash, contingent consideration and warrant liabilities. 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. The Company did not have any transfers of assets and liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy during the years ended December 31, 2017 and 2016. 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, interest receivable, accounts payable, and certain accrued expenses at December 31, 2017 and 2016, 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 December 31, 2017 and 2016, as the interest rates on the notes payable approximate the rates available to the Company as of these dates. The following are the major categories of assets measured at fair value on a recurring basis as of December 31, 2017 and 2016, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): December 31, 2017 (In thousands) (unaudited) Description Quoted Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets measured at fair value Cash and cash equivalents $ 91,217 $ — $ — $ 91,217 Restricted cash 6,389 — — 6,389 Total Assets measured at fair value $ 97,606 $ — $ — $ 97,606 Liabilities measured at fair value Contingent consideration $ — $ — $ 12,418 $ 12,418 Warrant liabilities — — $ 14,090 $ 14,090 Total liabilities measured at fair value $ — $ — $ 26,508 $ 26,508 December 31, 2016 (In thousands) Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets measured at fair value Cash and cash equivalents $ 24,165 $ — $ — $ 24,165 Restricted cash 10,425 $ — $ — 10,425 Total Assets measured at fair value $ 34,590 $ — $ — $ 34,590 Liabilities measured at fair value Contingent consideration $ — $ — $ 22,800 $ 22,800 Total liabilities measured at fair value $ — $ — $ 22,800 $ 22,800 The Company’s financial liabilities consisted of contingent consideration potentially payable to Sofar related to the Senhance 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 $2.0 million for the year ended December 31, 2017 was primarily due to the change in expected timelines for the achievement of milestones, the effect of the passage of time on the fair value measurement and the impact of foreign currency exchange rates. The change in fair value of the contingent consideration of $0.5 million for the year ended December 31, 2016 was primarily due to the Amendment to the Purchase Agreement for the Second Tranche (Note 3), the change in expected timelines for the achievement of milestones, 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. On April 28, 2017, the Company sold 24.9 million units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), a Series A warrant to purchase one share of Common Stock with an exercise price of $1.00 per share (the “Series A Warrants”), and a Series B warrant to purchase 0.75 shares of Common Stock with an exercise price of $1.00 per share (the “Series B Warrants,” together with the Series A Warrants, the “Warrants”), at an offering price of $1.00 per Unit. Each Series A Warrant was exercisable at any time beginning on the date of issuance, and from time to time thereafter, through and including the first anniversary of the issuance date, unless terminated earlier as provided in the Series A Warrant. Receipt of 510(k) clearance for the Senhance System on October 13, 2017, triggered the acceleration of the expiration date of the Series A Warrants to October 31, 2017 (see Note 19). Each Series B Warrant may be exercised at any time beginning on the date of issuance and from time to time thereafter through and including the fifth anniversary of the issuance date. The fair value of the Series A Warrants of $2.5 million at the date of issuance was estimated using the Black-Scholes Merton model which used the following inputs: term of 1 year, risk free rate of 1.07%, no dividends, volatility of 73.14%, and share price of $0.65 per share based on the trading price of the Company’s common stock. The fair value of the Series B Warrants of $6.2 million at the date of issuance was estimated using the Black-Scholes Merton model which used the following inputs: term of 5 years, risk free rate of 1.81%, no dividends, volatility of 73.14%, and share price of $0.65 per share based on the trading price of the Company’s common stock. All Series A Warrants were exercised as of December 31, 2017. The fair value of the Series B Warrants of $14.1 million at December 31, 2017 was estimated using the Monte Carlo valuation model which used the following inputs: term of 4.33 years, risk free rate of 2.13%, volatility of 80.6%, share price of $1.93 per share based on the trading price of the Company’s common stock, and probability of additional financing in 2018 of 25% and 2019 of 75%. The change in fair value of warrants for the year ended December 31, 2017 of $83.7 million was 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 December 31, 2016 and 2017: Valuation Methodology Significant Unobservable Input Weighted (range, if applicable) Contingent consideration Probability income approach Milestone dates 2018 to Discount rate Probability 7.5% to 12% 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 years ended December 31, 2017, 2016 and 2015: Fair Value Measurement Reporting Date (Level 3) (In thousands) Common stock Contingent warrants consideration Balance at December 31, 2014 $ — $ — Additions for contingent consideration — 23,900 Change in fair value — (400 ) Balance at December 31, 2015 — 23,500 Payment for contingent consideration — (1,182 ) Change in fair value — 482 Balance at December 31, 2016 — 22,800 Issuance of common stock in exchange for contingent consideration — (5,227 ) Issuance of warrants 8,715 — Payment for contingent consideration — (7,181 ) Exercise of warrants (78,359 ) — Change in fair value 83,734 2,026 Balance at December 31, 2017 14,090 $ 12,418 Current portion — 719 Long-term portion 14,090 11,699 Balance at December 31, 2017 $ 14,090 $ 12,418 |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 6. Accounts Receivable, Net The following table presents the components of accounts receivable: December 31, December 31, 2017 2016 (In thousands) Gross accounts receivable $ 1,609 $ 960 Allowance for uncollectible accounts (73 ) (73 ) Total accounts receivable, net $ 1,536 $ 887 Short-term portion $ 1,536 $ 621 Long-term portion — 266 Total accounts receivable $ 1,536 $ 887 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories The components of inventories are as follows: December 31, December 31, 2017 2016 (In thousands) Finished goods $ 4,432 $ 4,698 Raw materials 6,385 3,185 Total inventories $ 10,817 $ 7,883 As disclosed in Note 17, the Company executed a restructuring plan in May 2016 and wrote down inventory related to the SurgiBot System. The write down of inventory of $2.6 million is included in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. There were no such write-downs for the year ended December 31, 2017 or 2015. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
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: December 31, December 31, 2017 2016 (In thousands) Prepaid expenses $ 1,519 $ 2,186 Advances to vendors 6,403 1,806 Other receivables 1,422 1,343 Total $ 9,344 $ 5,335 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 9. Property and Equipment Property and equipment consisted of the following: December 31, December 31, 2017 2016 (In thousands) Machinery, manufacturing and demonstration equipment $ 10,866 $ 7,579 Computer equipment 2,187 2,124 Furniture 598 614 Leasehold improvements 2,237 2,028 Total property and equipment 15,888 12,345 Accumulated depreciation and amortization (9,218 ) (6,573 ) Property and equipment, net $ 6,670 $ 5,772 As disclosed in Note 17, the Company executed a restructuring plan in May 2016 and disposed of certain long-lived assets, primarily equipment and fixtures related to the SurgiBot System. The disposal of long-lived assets of $1.0 million is included as a component of restructuring and other charges in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. There were no such disposals for the year ended December 31, 2017 or 2015. Depreciation expense was $2,486,000, $1,942,000 and $1,248,000, for the years ended December 31, 2017, 2016 and 2015, respectively. |
Goodwill, In-Process Research a
Goodwill, In-Process Research and Development and Intellectual Property | 12 Months Ended |
Dec. 31, 2017 | |
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 described in Note 1, and goodwill of $38.3 million was recorded in connection with the Senhance Acquisition, as described in Note 3. The carrying value of goodwill and the change in the balance for the years ended December 31, 2017 and 2016 is as follows: Goodwill (In Balance at December 31, 2015 $ 130,869 Foreign currency translation impact (388 ) Impairment loss (61,784 ) Balance at December 31, 2016 68,697 Foreign currency translation impact 2,671 Balance at December 31, 2017 $ 71,368 Accumulated impairment of goodwill as of December 31, 2017 and 2016 was $61.8 million. The Company performs an annual impairment test of goodwill at December 31, or more frequently if events or changes in circumstances indicates that the carrying value of the Company’s one reporting unit may not be recoverable. During the second quarter of 2016, the FDA notified the Company that the SurgiBot System did not meet the criteria for substantial equivalency, negatively impacting the Company’s market capitalization, and warranting an interim two-step quantitative impairment test. Prior to adopting ASU 2017-04 as of the beginning of fiscal year 2017, goodwill was tested for impairment using a two-step approach. In the first step, the fair value of the reporting unit was determined and compared to the reporting unit's carrying value, including goodwill. If the fair value of the reporting unit was less than its carrying value, the second step of the goodwill impairment test was performed to measure the amount of impairment, if any. In the second step, the fair value of the reporting unit was allocated to the assets and liabilities of the reporting unit as if it had been acquired in a business combination and the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities was referred to as the implied fair value of goodwill. The implied fair value of the reporting unit's goodwill was then compared to the actual carrying value of goodwill. If the implied fair value of goodwill was less than the carrying value of goodwill, an impairment loss was recognized for the difference. ASU 2017-04 removes Step 2 of the goodwill impairment test. The Company determined the fair value of the reporting unit using a discounted cash flow analysis derived from the Company’s long-term plans. The fair value of the reporting unit was corroborated using market prices for TransEnterix, Inc. The inputs used to determine the fair values were classified as Level 3 in the fair value hierarchy. Based on the impairment test, the Company recorded goodwill impairment of $61.8 million during the second quarter of 2016. No impairment was recorded as of December 31, 2017 or 2015. The Company performed a qualitative assessment during the annual impairment review for fiscal 2016 as of December 31, 2016 and concluded that it is not more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount. Therefore, the two-step goodwill impairment test for the reporting unit was not necessary at December 31, 2016. During the second quarter of 2017, the Company’s stock price experienced a significant decline. The Company performed a Step 1 goodwill impairment test as of the second quarter and determined that no charge to goodwill for impairment was required during the second quarter of 2017. As of December 31, 2017, the Company elected to bypass the qualitative assessment and calculated the fair value of the Company’s reporting unit, which exceeded the carrying amount. Accordingly, no charge for goodwill impairment was required as of December 31, 2017. In-Process Research and Development As described in Note 3, on September 21, 2015, the Company acquired all of the assets related to the Senhance 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. On October 13, 2017, upon receipt of regulatory clearance to commercialize the products associated with the IPR&D assets in the United States, the assets were deemed definite-lived, transferred to developed technology and are amortized based on their estimated useful lives. The carrying value of the Company’s IPR&D assets and the change in the balance for the years ended December 31, 2016 and 2017 is as follows: In-Process Research and Development (In thousands) Balance at December 31, 2015 16,511 Foreign currency translation impact (591 ) Balance at December 31, 2016 15,920 Foreign currency translation impact 1,993 Transfer to developed technology (17,913 ) Balance at December 31, 2017 $ — Intellectual Property In 2009, the Company purchased certain patents from an affiliated company for $5.0 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 Senhance 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. In November 2016, the Company agreed to enter into a technology and patents purchase agreement with Sofar to acquire from Sofar certain technology and intellectual property rights related to the Senhance Acquisition, and formerly licensed by the Company. The technology and patents were acquired in 2017 at an acquisition price of $400,000. As disclosed in Note 17, the Company executed a restructuring plan in May 2016 and wrote-off certain intellectual property consisting of patents related to the SurgiBot System. The write-off of intellectual property of $1.6 million is included as a component of restructuring and other charges in the accompanying consolidated statement of operations and comprehensive losses for the year ended December 31, 2016. There were no such write offs for the year ended December 31, 2015 or 2017. The components of gross intellectual property, accumulated amortization, and net intellectual property as of December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 (In thousands) (In thousands) Gross Carrying Amount Accumulated Amortization Foreign currency translation impact Net Carrying Amount Gross Carrying Amount Accumulated Amortization Foreign currency translation impact Write-off Net Carrying Amount Patents $ — $ — $ — $ — $ 5,000 $ (3,438 ) $ — $ (1,562 ) $ — Developed technology 66,413 (19,724 ) 5,529 52,218 48,500 (8,458 ) (2,952 ) — 37,090 Technology and patents purchased 400 (30 ) 50 420 — — — — — Total intellectual property $ 66,813 $ (19,754 ) $ 5,579 $ 52,638 $ 53,500 $ (11,896 ) $ (2,952 ) $ (1,562 ) $ 37,090 The weighted average remaining useful life of the developed technology and technology and patents purchased was 4.8 years and 9.3 years, respectively as of December 31, 2017. The estimated future amortization expense of intangible assets as of December 31, 2017 is as follows: Years ending December 31, (In thousands) 2018 $ 10,552 2019 10,552 2020 10,552 2021 10,552 2022 10,210 Thereafter 220 Total $ 52,638 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components for the income tax expense (benefit) are as follows for the years ended December 31 (in thousands): 2017 2016 2015 Current income taxes Federal $ — $ — $ — State — — — Foreign — — — Deferred income taxes Federal — — — State — — — Foreign (3,300 ) (5,523 ) (1,024 ) Total income tax expense (benefit) $ (3,300 ) $ (5,523 ) $ (1,024 ) The United States and foreign components of loss from operations before taxes are as follows for the years ended December 31 (in thousands): 2017 2016 2015 United States $ (124,418 ) $ (88,624 ) $ (44,438 ) Foreign (23,678 ) (36,879 ) (3,534 ) Total loss from operations before taxes $ (148,096 ) $ (125,503 ) $ (47,972 ) Significant components of the Company’s deferred tax assets consist of the following at December 31 (in thousands): 2017 2016 Noncurrent deferred tax assets: Stock-based compensation 2,216 2,300 Inventory 375 204 Accrued expenses and other 637 564 Research credit carryforward 5,540 4,970 Fixed assets 450 557 Capitalized start-up costs and other intangibles 2,130 3,586 Net operating loss carryforwards 64,300 82,298 75,648 94,479 Valuation allowance (71,520 ) (91,885 ) Net noncurrent deferred tax asset 4,128 2,594 Noncurrent deferred tax liabilities Fixed assets (334 ) (292 ) Purchase accounting intangibles (12,183 ) (12,699 ) Net noncurrent deferred tax liability (12,517 ) (12,991 ) Net deferred tax asset (liability) $ (8,389 ) $ (10,397 ) At December 31, 2017 and 2016, the Company has provided a full valuation allowance against its net deferred assets in the U.S. Luxembourg, and Swiss tax jurisdiction, since realization of these benefits is not more likely than not. The valuation allowance decreased approximately $20.4 million from the prior year. At December 31, 2017, the Company had federal and state net operating loss tax carryforwards of approximately $254.6 million and $204.8 million, respectively. These net operating loss carryforwards expire in various amounts starting in 2027 and 2022, respectively. At December 31, 2017, the Company had federal research credit carryforwards in the amount of $5.5 million. These carryforwards begin to expire in 2027. The utilization of the federal net operating loss carryforwards and credit carryforwards will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the carryforwards. In addition, the maximum annual use of net operating loss and research credit carryforwards is limited in certain situations where changes occur in stock ownership. At December 31, 2017, the Company had foreign operating loss carryforwards in Italy of approximately $15.6 million, which can be carried forward indefinitely; foreign operating loss carryforwards in Luxembourg of approximately $0.2 million, which can be carried forward indefinitely; and foreign operating loss carryforwards in Switzerland of approximately $16.7 million, which begin to expire in 2023. As of December 31, 2017 the Company has adopted ASU 2016-09 which is effective for public companies for annual periods beginning after December 15, 2016. The ASU requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement in the year in which they occur. As such, the Company has grossed up its net operating loss deferred tax asset to include all excess tax benefits as of December 31, 2017. The Company has evaluated its tax positions to consider whether it has any unrecognized tax benefits. As of December 31, 2017, the Company had gross unrecognized tax benefits of approximately $1.2 million. Of the total, none would reduce the Company’s effective tax rate if recognized. The Company does not anticipate a significant change in total unrecognized tax benefits or the Company’s effective tax rate due to the settlement of audits or the expiration of statutes of limitations within the next twelve months. Furthermore, the Company does not expect any cash settlement with the taxing authorities as a result of these unrecognized tax benefits as the Company has sufficient unutilized carryforward attributes to offset the tax impact of these adjustments. The following is a tabular reconciliation of the Company’s change in gross unrecognized tax positions at December 31 (in thousands): 2017 2016 2015 Beginning balance $ 1,048 $ 862 $ 606 Gross increases for tax positions related to current periods 143 186 256 Gross increases for tax positions related to prior periods 11 — — Ending balance $ 1,202 $ 1,048 $ 862 The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2017 and 2016, the Company had no accrued interest or penalties related to uncertain tax positions. The Company has analyzed its filing positions in all significant federal, state, and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to United States Federal, state, and local tax examinations by tax authorities for years before 2014, although carryforward attributes that were generated prior to 2014 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities. The North Carolina Department of Revenue recently completed an examination of the North Carolina state income tax returns for the 2013, 2014, and 2015 tax years for the Company’s subsidiary, TransEnterix Surgical, Inc. No material changes were made as a result of the audit, and those tax years are now effectively settled. Taxes computed at the then-current statutory federal income tax rate of 34% are reconciled to the provision for income taxes as follows for the years ended December 31: 2017 2016 2015 % of Pretax % of Pretax % of Pretax Amount Earnings Amount Earnings Amount Earnings United States federal tax at statutory rate $ (50,352 ) 34.0 % $ (42,671 ) 34.0 % $ (16,311 ) 34.0 % State taxes (net of deferred benefit) (4,663 ) 3.1 % (2,487 ) 2.0 % (1,121 ) 2.3 % Nondeductible expenses 466 (0.3 %) 667 (0.5 %) 1,797 (3.7 %) Change in fair market value of contingent consideration 777 (0.5 %) — — — — Warrant remeasurement and financing costs 32,348 (21.8 %) — — — — Research & Development credits (712 ) 0.5 % (922 ) 0.7 % (1,281 ) 2.7 % Change in unrecognized tax benefits 142 (0.1 %) 186 (0.1 %) 256 (0.5 %) Foreign tax rate differential 3,619 (2.4 %) 3,969 (3.2 %) 175 (0.4 %) Goodwill impairment — 0.0 % 20,816 (16.6 %) — — Change in enacted tax rates and other, net 35,440 (24.1 %) (1,069 ) 0.8 % 532 (1.2 %) Change in valuation allowance (20,365 ) 13.8 % 15,988 (12.7 %) 14,929 (31.1 %) Income tax benefit $ (3,300 ) 2.2 % $ (5,523 ) 4.4 % $ (1,024 ) 2.1 % On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Legislation”) was enacted into law, which reduced the US federal corporate income tax rate to 21% for tax years beginning after December 31, 2017. As a result of the newly enacted tax rate, the Company adjusted its U.S. deferred tax assets as of December 31, 2017, by applying the new 21% rate, which resulted in a decrease to the deferred tax assets and a corresponding decrease to the valuation allowance of approximately $36.1 million. The newly enacted tax rate had no impact on deferred tax liabilities as they do not relate to U.S. amounts. The Tax Legislation also implements a territorial tax system. Under the territorial tax system, in general, the Company's foreign earnings will no longer be subject to tax in the U.S. As part of transition to the territorial tax system the Tax Legislation includes a mandatory deemed repatriation of all undistributed foreign earnings that are subject to a U.S. income tax. The Company estimates that the deemed repatriation will not result in any additional U.S. income tax liability as it estimates it currently has no undistributed foreign earnings. The SEC staff issued SAB 118 which will allow the Company to record provisional amounts related to accounting for the Tax Legislation during a measurement period which is similar to the measurement period used when accounting for business combinations. The Company is following the guidance set forth by SAB 118 and any amounts calculated are provisional estimates and will be reevaluated as more information or guidance becomes available. The Company will continue to assess the impact of the Tax Legislation on its business and consolidated financial statements. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities Current [Abstract] | |
Accrued Expenses | 12. Accrued Expenses The following table presents the components of accrued expenses: December 31, December 31, 2017 2016 (In thousands) Compensation and benefits $ 4,533 $ 2,328 Taxes and other assessments 3,192 2,676 Consulting and other vendors 1,414 1,428 Deferred rent 595 323 Other 504 49 Legal and professional fees 386 243 Interest and final payment fee 309 1,000 Royalties 41 159 Total $ 10,974 $ 8,206 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | 13. Notes Payable On May 10, 2017, the Company and its domestic subsidiaries, as co-borrowers, entered into a Loan and Security Agreement (the “Innovatus Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP, as Lender and Collateral Agent (the “Lender”). Under the Innovatus Loan Agreement, the Lender agreed to make certain term loans in the aggregate principal amount of up to $17,000,000. Funding of the first $14,000,000 tranche occurred on May 10, 2017. The Company will be eligible to draw on the Second Tranche of $3,000,000 upon achievement of certain milestones, including Senhance Clearance (as defined below). So long as the Company meets each Interest-Only Milestone (as defined below), the Company is entitled to make interest-only payments for up to twenty-four (24) months. At the end of the interest-only period, the Company will be required to repay the term loans over a two-year period, based on a twenty-four (24) month amortization schedule, with a final maturity date occurring on the fourth anniversary of the initial funding date. However, the interest-only period will end if the Company fails to meet any Interest-Only Milestone. Commencing on the first day of the month following such failure to achieve an Interest-Only Milestone, the Company will be required to repay the term loans over a two year period, based on a twenty-four (24) month amortization schedule. The Interest-Only Milestones require the Company to (i) achieve certain twelve month revenue targets, measured quarterly, commencing with the quarter ending March 31, 2018, (ii) meet a minimum capital raising threshold through the sale and issuance of equity securities during the period from April 10, 2017 through May 31, 2018 and (iii) obtain clearance for commercialization of the Senhance System by the FDA (“Senhance Clearance”) by May 30, 2018 (each such milestone, an “Interest-Only Milestone”). The term loans bear interest at a fixed rate equal to 11% per annum, of which 2.5% can be paid in-kind and added to the outstanding principal amount of the term loans until the earlier of (i) the first anniversary following the funding date and (ii) the Company’s failure to achieve an Interest-Only Milestone. The Company will be required to repay the term loans if they are accelerated following an event of default. In addition, the Company is permitted to prepay the term loans in full at any time upon five (5) business days’ written notice to the Lender. Upon the earliest to occur of the maturity date, acceleration of the term loan, or prepayment of the term loan, the Company is required to make a final payment equal to the total term loan commitment multiplied by four percent (4%) (the “Final Fee”); provided, however, that in the event the Company refinances its obligations with the Lender after Senhance Clearance, no Final Fee or Prepayment Fee (as defined below) will be due thereunder; and provided, further, that if the Company elects to refinance its obligations prior to the funding of the Second Tranche, the Final Fee with respect to the Second Tranche shall be paid in full on the date of such refinancing. Any prepayment of the term loans in full, whether mandatory or voluntary, must include (i) the Final Fee, (ii) interest at the default rate (which is the rate otherwise applicable plus five percent (5%)) with respect to any amounts past due, (iii) the Lender’s expenses and all other obligations that are due and payable to the Lender and (iv) a prepayment fee of three percent (3%) if the term loan is paid in full on or before the first anniversary of the effective date, two percent (2%) if paid off after the first anniversary but on or before the second anniversary of the effective date and one percent (1%) if paid off after the second anniversary but on or before the third anniversary of the effective date (the “Prepayment Fee”). In connection with the funding, the Company paid a facility fee of $170,000 on the date of funding of the first tranche and incurred additional debt issuance costs of approximately $1.2 million, recorded as debt discount. In addition, the Company issued warrants to the Lender to purchase shares of the Company’s common stock. Additional warrants will be issued on the funding date of each subsequent tranche and will expire five (5) years from such issue date. The warrants issued in connection with funding of the first tranche entitle the Lender to purchase up to 1,244,746 shares of the Company’s common stock at an exercise price of $1.00 per share. The Company estimated the fair value of the warrants to be $300,000. The value of the warrants was classified as equity and recorded as a discount to the loan. The debt discount is amortized as interest expense using the effective interest method over the life of the loan. As of December 31, 2017, the unamortized debt discount was $209,000. The Company’s obligations under the Innovatus Loan Agreement are secured by a security interest in all of the assets of the Company and its current and future domestic and material foreign subsidiaries, including a security interest in the intellectual property. The Innovatus Loan Agreement contains customary representations 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. Under the terms of the Innovatus Loan Agreement, the Company is required to maintain minimum unrestricted cash in an amount equal to (x) six million dollars ($6,000,000), at all times prior to Senhance Clearance; and (y) at all times thereafter, the least of (i) $6,000,000, (ii) the Company’s trailing three (3) months’ cash used to fund operating activities, as determined as of the most recent month end and (iii) the then outstanding principal amount of the term loans, together with accrued but unpaid interest. As of December 31, 2017 future principal payments, including paid in-kind interest, under the Innovatus Loan Agreement are as follows: Years ending December 31, (In thousands) 2018 $ 4,788 2019 7,181 2020 2,394 Total $ 14,363 In connection with its entrance into the Innovatus Loan Agreement, the Company repaid its existing credit facility with Silicon Valley Bank and Oxford Finance LLC (the “Prior Lenders”), which loan and security agreement, as subsequently amended and restated is referred to as the “SVB Loan Agreement.” The Company recognized a loss of $308,000 on the extinguishment of notes payable for the year ended December 31, 2017, which is included in interest expense on the consolidated statements of operations and comprehensive loss. The Company paid $1.3 million in final payment obligations and $255,000 in facility fees under the SVB Loan Agreement upon repayment. The SVB Loan Agreement was initially entered into on January 17, 2012. In connection with the Merger, the Company assumed and became the borrower under the SVB Loan Agreement. On August 14, 2015, the Company entered into the First Amendment to the SVB Loan Agreement (the “First Amendment”) with the Prior 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. The First Amendment allowed for interest-only payments at 7.5% per annum through April 30, 2016 and had 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 Prior Lenders entered into the Consent and Second Amendment (the “Second Amendment”) to the SVB Loan Agreement. The Second Amendment modified the period in which the Company could make interest-only payments at 7.5% per annum on the term loans until January 31, 2016. The Second Amendment had a maturity date of July 1, 2018. In addition, in connection with the borrowings under the SVB Loan Agreement, the Company issued warrants to the Prior Lenders to purchase shares of the Company’s common stock amounting to an aggregate of 430,815 warrants under the SVB Loan Agreement. The warrants expire seven years from their respective issue date. 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 amendments under the SVB Loan Agreement, TransEnterix Surgical incurred approximately $371,000 in debt issuance costs paid to the Prior Lenders and third parties and $280,000 in debt issuance costs related to issuance of warrants to the Prior Lenders. The unamortized balance of $107,000 as of December 31, 2016, was amortized using the effective interest method, until the debt was extinguished in May 2017. At the time of extinguishment in May 2017, $63,000 of unamortized debt issuance costs were included in the loss on extinguishment of notes payable. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation The Company’s stock-based compensation plans include the TransEnterix, Inc. Amended and Restated Incentive Compensation Plan, previously named the TransEnterix, Inc. 2007 Incentive Compensation Plan (the “Plan”), as well as options outstanding under the TransEnterix, Inc. Stock Option Plan (the “2006 Plan”). As part of the Merger, options outstanding, whether vested or unvested, under the 2006 Plan were adjusted by the Exchange Ratio of 1.1533, and assumed by the Company concurrent with the closing of the Merger. The Plan was initially approved by the majority of the stockholders on November 13, 2007. The Plan was amended on June 19, 2012 to increase the number of shares of common stock available for issuance to 1,000,000 and was amended on October 29, 2013 to (a) increase the number of shares of common stock authorized for issuance under the Plan from 1,000,000 shares of common stock to 4,940,000 shares of common stock, (b) increase the per-person award limitations for options or stock appreciation rights from 200,000 to 1,000,000 shares and for restricted stock, deferred stock, performance shares and/or other stock-based awards from 100,000 to 500,000 shares, and (c) change the name of the Plan to reflect the Merger-related change. The Plan was again amended on May 7, 2015 to (i) increase the number of shares reserved for issuance under the Plan to 11,940,000 shares; (ii) extend the term of the Plan until May 7, 2025; and (iii) make other changes and updates to the Plan and was further amended in October 2015 to add French Sub-Plan amendments applicable to awards made to France-based employees. The Plan was further amended on June 8, 2016 to (a) approve an increase in the number of shares reserved for issuance under the Plan to 18,940,000 shares and (b) establish maximum equity award limits for initial awards and annual awards to non-employee directors. The Plan was subsequently amended a The October 2013, May 2015, June 2016 and May 2017 amendments were approved by the Board of Directors and stockholders; the French Sub-Plan was approved by the Board of Directors. Under the Plan, which is administered by the Compensation Committee, the Company may grant stock options, stock appreciation rights, restricted stock and/or deferred stock to employees, officers, directors, consultants and vendors. The exercise price of stock options or stock appreciation rights may not be less than the fair market value of the Company’s shares at the date of grant. Additionally, no stock options or stock appreciation rights granted under the Plan may have a term exceeding ten years. The 2006 Plan was adopted and approved by stockholders in September 2006 and provided for the granting of up to 80,000 stock options to employees, directors, and consultants. Under the 2006 Plan, both employees and non-employees were eligible for such stock options. In 2009, the 2006 Plan was amended to increase the total options pool to 1,110,053. In 2011, the 2006 Plan was amended to increase the total options pool to 3,378,189. The amendments were approved by the Board of Directors and stockholders. The Board of Directors had the authority to administer the plan and determine, among other things, the exercise price, term and dates of the exercise of all options at their grant date. Under the 2006 Plan, options become vested generally over four years, and expire not more than 10 years after the date of grant. As part of the Merger, options outstanding under the 2006 Plan were adjusted by the Conversion Ratio, and remain in existence as options of TransEnterix. During the years ended December 31, 2017, 2016 and 2015, the Company recognized $7,078,000, $5,033,000 and $3,311,000, respectively, of stock-based compensation expense, including stock options and restricted stock units. The Company recognizes as expense, the grant-date fair value of stock options and other stock based compensation issued to employees and non-employee directors over the requisite service periods, which are typically the vesting periods. The Company uses the Black-Scholes-Merton model to estimate the fair value of its stock-based payments. The volatility assumption used in the Black-Scholes-Merton model is based on the calculated historical volatility based on an analysis of reported data for a peer group of companies as well as the Company’s historical volatility. The expected term of options granted by the Company has been determined based upon the simplified method, because the Company does not have sufficient historical information regarding its options to derive the expected term. Under this approach, the expected term is the mid-point between the weighted average of vesting period and the contractual term. The risk-free interest rate is based on U.S. Treasury rates whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company estimates forfeitures based on the historical experience of the Company and adjusts the estimated forfeiture rate based upon actual experience. The fair value of options granted were estimated using the Black-Scholes-Merton option pricing model based on the assumptions in the table below: Years ended December 31, 2017 2016 2015 Expected dividend yield 0% 0% 0% Expected volatility 70% - 72% 47% 45% - 56% Risk-free interest rate 1.84% - 2.29% 1.13% - 2.09% 1.44% - 1.95% Expected life (in years) 5.5 - 6.3 5.5 - 6.3 5.5 - 6.3 The following table summarizes the Company’s stock option activity, including grants to non-employees, for the year ended December 31, 2017: Weighted- Average Weighted- Remaining Number of Average Contractual Shares Exercise Price Term (Years) Options outstanding at December 31, 2016 12,488,551 $ 2.66 8.08 Granted 4,746,250 1.25 Forfeited (574,773 ) 2.35 Cancelled (227,419 ) 4.16 Exercised (738,934 ) 0.59 Options outstanding at December 31, 2017 15,693,675 $ 2.32 7.78 The following table summarizes information about stock options outstanding at December 31, 2017: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Term (Years) Exercisable at December 31, 2017 7,113,007 $ 2.78 6.78 Vested or expected to vest at December 31, 2017 15,195,280 $ 2.34 7.75 The aggregate intrinsic value of stock options outstanding, exercisable, and vested or expected to vest at December 31, 2017 was approximately $5.2 million, $1.6 million, and $4.9 million, respectively. This amount is before applicable income taxes and represents the closing market price of the Company’s common stock at December 31, 2017 less the exercise price, multiplied by the number of stock options that had an exercise price that is less than the closing market price. This amount represents the amount that would have been received by the optionees had these stock options been exercised on that date. The total intrinsic value of options exercised during 2017, 2016 and 2015 was approximately $2,179,000, $519,000 and $1,603,000, respectively. The Company granted 4,746,250, 5,368,755 and 4,407,758 options to employees and non-employees during the years ended December 31, 2017, 2016 and 2015, respectively, with a weighted-average grant date fair value of $0.82, $1.30 and $1.37, respectively. As of December 31, 2017, the Company had future employee stock-based compensation expense of approximately $8,457,000 related to unvested share awards, which is expected to be recognized over an estimated weighted-average period of 2.5 years. |
Restricted Stock Units
Restricted Stock Units | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Restricted Stock Units | 15. Restricted Stock Units In 2015, 2016 and 2017, the Company issued Restricted Stock Units (“RSUs”) to certain employees which vest over three years. The RSUs vest on defined vesting dates, subject to the continuous service with the Company at the applicable vesting event. Vesting can be accelerated by upon a change in control under the Plan if the RSUs are not assumed by the successor company. When vested, the RSUs represent the right to be issued the number of shares of the Company’s common stock that is equal to the number of RSUs granted. The fair value of each RSU is estimated based upon the closing price of the Company’s common stock on the grant date. Share-based compensation expense related to RSUs is recognized over the requisite service period as adjusted for estimated forfeitures. The following is a summary of the RSU activity for the years ended December 31, 2017, 2016 and 2015: Weighted Number of Average Restricted Grant Stock Units Date Fair Outstanding Value Unvested, December 31, 2014 140,000 $ 7.19 Granted 380,000 2.94 Vested (70,000 ) 7.19 Forfeited (27,500 ) 2.94 Unvested, December 31, 2015 422,500 $ 3.64 Granted 660,331 3.74 Vested (187,503 ) 4.53 Unvested, December 31, 2016 895,328 $ 3.53 Granted 3,873,000 0.82 Vested (337,618 ) 3.46 Forfeited (36,054 ) 3.60 Unvested, December 31, 2017 4,394,656 $ 1.15 As of December 31, 2017, 2016 and 2015, the Company recorded approximately $1,751,000, $1,463,000 and $816,000, respectively, in compensation expense for the RSUs. As of December 31, 2017, the unrecognized stock-based compensation expense related to unvested RSUs was approximately $3.2 million, which is expected to be recognized over a weighted average period of approximately 2.3 years. The weighted average grant date fair value of the RSUs granted in 2015 was $2.94. The weighted average grant date fair value of the RSUs granted in 2016 was $3.74. The weighted average grant date fair value of the RSUs granted in 2017 was $0.82. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Warrants | 16. Warrants On March 22, 2013, SafeStitch entered into a stock purchase agreement with approximately 17 investors (the “2013 PIPE Investors”) pursuant to which the 2013 PIPE Investors purchased an aggregate of approximately 2,420,000 shares of common stock at a price of $1.25 per share for aggregate consideration of approximately $3.0 million. Included in this private placement was the issuance of warrants to purchase approximately 1,209,600 common shares, representing one warrant for every two common shares purchased, with an exercise price of $1.65 per share and five year expiration. Among the 2013 PIPE Investors purchasing shares were related parties who purchased 1.28 million shares and received 640,000 warrants. There were approximately 1.2 million warrants outstanding that were assumed as of the Merger. During the year ended December 31, 2017, 240,000 of these warrants were exercised. During the years ended December 31, 2016 and 2015, none of these warrants were exercised. On January 17, 2012, TransEnterix Surgical entered into the original Loan Agreement with the Prior Lenders. Pursuant to such agreement, TransEnterix Surgical issued preferred stock warrants to the Prior Lenders on January 17, 2012 and December 21, 2012, respectively, to purchase shares of TransEnterix Surgical preferred stock. The preferred stock warrants expire 10 years from the issue date. The preferred stock warrants were remeasured immediately prior to the Merger. As of the Merger, the preferred stock warrants converted to common stock warrants, adjusted based on a Merger exchange ratio of 1.1533, and the preferred stock warrant liability was reclassified to additional paid-in capital. These warrants are exercisable for an aggregate of approximately 279,588 shares of common stock, with an exercise price of $1.45 per share. During the year ended December 31, 2013, 139,794 of these warrants were exercised in a cashless transaction for 112,766 shares of common stock. None of these warrants were exercised during the years ended December 31, 2017, 2016 or 2015. On September 26, 2014, the Company entered into an amendment to the SVB Loan Agreement with the Prior Lenders. In connection with the first tranche borrowings under such amendment, the Company issued 38,324 common stock warrants to the Prior Lenders to purchase shares of the Company’s common stock, with an exercise price of $4.015 per share. The warrants expire seven years from their respective issue date. The Company concluded that the warrants are considered equity instruments. The warrants were recognized at the relative fair value on the issuance date as a debt discount and will be amortized using the effective interest method from issuance to the maturity of the term loans. None of these warrants were exercised during the year ended December 31, 2017, 2016 or 2015. On August 14, 2015, in connection with an amendment to the SVB Loan Agreement and first tranche borrowings thereunder, the Company issued 112,903 common stock warrants to the Prior Lenders to purchase shares of the Company’s common stock, with an exercise price of $3.10 per share. The warrants expire seven years from their respective issue date. The Company concluded that the warrants are considered equity instruments. The warrants were recognized at the relative fair value on the issuance date as a debt discount and will be amortized using the effective interest method from issuance to the maturity of the note. None of these warrants were exercised during the year ended December 31, 2017, 2016 or 2015. On April 28, 2017, the Company sold 24.9 million Units, each consisting of one share of Common Stock, a Series A Warrant to purchase one share of Common Stock with an exercise price of $1.00 per share, and a Series B Warrant to purchase 0.75 shares of Common Stock with an exercise price of $1.00 per share at an offering price of $1.00 per Unit. Each Series A Warrant may be exercised at any time beginning on the date of issuance, and from time to time thereafter, through and including the first anniversary of the issuance date, unless terminated earlier as provided in the Series A Warrant. Receipt of 510(k) clearance for the Senhance System on October 13, 2017, triggered the acceleration of the expiration date of the Series A Warrants to October 31, 2017. All of the Series A Warrants were exercised prior to the expiration date. Each Series B Warrant has an initial exercise price of $1.00 per share and may be exercised at any time beginning on the date of issuance and from time to time thereafter through and including the fifth anniversary of the issuance date. The exercise prices and the number of shares issuable upon exercise of each of the Series B Warrants are subject to adjustment upon the occurrence of certain events, including, but not limited to, stock splits or dividends, business combinations, sale of assets, similar recapitalization transactions, or other similar transactions. The Series B Warrants are subject to adjustment in the event that the Company issues or is deemed to issue shares of Common Stock for less than the then applicable exercise prices of each of the Series B Warrants. The exercisability of the Series B Warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of the Common Stock. If, at any time Series B Warrants are outstanding, any fundamental transaction occurs, as described in the Series B Warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of the Company’s outstanding voting stock, or the sale of all or substantially all of its assets, the successor entity must assume in writing all of the obligations to the Series B Warrant holders. Additionally, in the event of a fundamental transaction, each Series B Warrant holder will have the right to require the Company, or its successor, to repurchase the Series B Warrants for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such Series B Warrants. During the year ended December 31, 2017, 8,893,700 Series B Warrants were exercised. On May 10, 2017, in connection with the entry into the Innovatus Loan Agreement, the Company issued warrants to the Lender to purchase shares of the Company’s common stock. The warrants are issued on the funding date of each tranche and will expire five (5) years from such issue date. The warrants issued in connection with funding of the first tranche will entitle the Lender to purchase up to 1,244,746 shares of the Company’s common stock at an exercise price of $1.00 per share. None of these warrants were exercised as of December 31, 2017. On September 12, 2017, the Company entered into a service agreement with a third party vendor. In connection with the service agreement, the Company issued 950,000 common stock warrants (“Service Warrants”) to purchase shares of the Company’s common stock, with an exercise price of $1.00 per share. The Service Warrants vest as follow: (a) twenty-five percent (25%) on the date of execution of the services agreement; (b) fifty percent (50%) upon completion of hiring the sales team; and (c) the remaining twenty-five percent (25%) upon achieving cumulative product revenue of $15.0 million. The Service Warrants expire ten years from their issue date. The Company concluded that the Service Warrants are considered equity instruments. The fair value of the Service Warrants on the issuance date was determined using a Black-Scholes Merton model. The initial expense of $0.6 million was recognized during the year ended December 31, 2017. The fair value of the remaining Service Warrants will be updated each reporting period and the expense will be recorded over the service period. None of these warrants were exercised as of December 31, 2017. Weighted Weighted Average Average Remaining Weighted Number of Exercise Contractual Average Warrants Price Life (in years) Fair Value Outstanding at December 31, 2014 1,313,719 $ 1.70 3.9 $ 1.75 Granted 112,903 3.10 6.6 0.86 Exercised — — — — Outstanding at December 31, 2015 1,426,622 $ 1.81 3.2 $ 1.54 Granted — — — — Exercised — — — — Outstanding at December 31, 2016 1,426,622 $ 1.81 2.2 $ 1.54 Granted 45,769,746 1.00 4.8 0.22 Exercised (34,033,700 ) 1.00 — — Outstanding at December 31, 2017 13,162,668 $ 1.08 4.5 $ 0.39 The aggregate intrinsic value of the common stock warrants in the above table was $11.2 million, $0 and $1.0 million at December 31, 2017, 2016 and 2015, respectively. The aggregate intrinsic value is before applicable income taxes and is calculated based on the difference between the exercise price of the warrants and the estimated fair market value of the applicable stock as of the respective dates. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 17. Restructuring 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 submitted in the 510(k) submission. In May 2016, the Company implemented a restructuring plan. Under the restructuring plan, the Company reduced headcount, discontinued efforts on the SurgiBot System, and cancelled certain contracts. The restructuring charges amounted to $5.7 million, of which $2.6 million was included as inventory write down related to restructuring and $3.1 million was included as restructuring and other charges in the consolidated statements of operations and comprehensive loss, during the second quarter of 2016. The restructuring and other charges of $3.1 million included: (i) $0.5 million to be paid in cash, of which $0.4 million related to employee severance costs and $0.1 million related to cancellation of certain contracts; and (ii) $2.6 million for other non-cash charges, of which $1.0 million related to the disposal of long-lived assets for the abandonment of certain equipment and tooling directly relating to the SurgiBot System and $1.6 million related to the write-off of intellectual property for certain patents also relating to the SurgiBot System. There were no future payments under the restructuring plan as of December 31, 2017 or 2016. |
Purchase Agreement, Controlled
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock | 18. Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock On April 28, 2017, the Company sold 24.9 million units, each consisting of one share of the Company’s common stock, a Series A warrant to purchase one share of common stock, and a Series B warrant to purchase 0.75 shares of common stock, at a public offering price of $1.00 per unit for aggregate gross proceeds of $24.9 million in an underwritten firm commitment public offering. Net proceeds after issuance costs were $23.2 million, assuming no exercise of the warrants. The closing of the public offering occurred on May 3, 2017. On December 16, 2016, the Company entered into a purchase agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC, (“Lincoln Park”), pursuant to which the Company had the right to sell to Lincoln Park up to an aggregate of $25.0 million in shares of the Company’s common stock, (the “Common Stock”), subject to certain limitations and conditions set forth in the LPC Purchase Agreement. The Company issued to Lincoln Park 345,421 shares of Common Stock as commitment shares in consideration for the LPC Purchase Agreement through April 27, 2017. Sales under the LPC Purchase Agreement for the year ended December 31, 2016 were 300,000 shares, with gross proceeds of $412,500 and net proceeds of $392,500. Sales under the LPC Purchase Agreement for the year ended December 31, 2017 were 3,972,741 shares, with gross and net proceeds of $5,304,000. Effective April 27, 2017, the Company terminated the LPC Purchase Agreement. The LPC Purchase Agreement provided the Company with an election to terminate the Purchase Agreement for any reason or for no reason by delivering a notice to Lincoln Park, and the Company did not incur any early termination penalties in connection with the termination of the LPC Purchase Agreement. 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 $50.0 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 20, 2015, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “2015 Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, pursuant to which the Company sold through Cantor, from time to time, up to $25.0 million in shares of common stock in an at-the-market offering. The Company pays Cantor a commission of approximately 3% of the aggregate gross proceeds received from all sales of common stock under the Sales Agreement. Sales under the 2015 Sales Agreement have been fully sold as of February 9, 2016, with cumulative shares of 7,724,488, gross proceeds of $25.0 million and net proceeds of $24.0 million. On February 9, 2016, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “2016 Sales Agreement”) with Cantor, as sales agent, pursuant to which the Company can sell through Cantor, from time to time, up to $43.6 million in shares of common stock in an at-the-market offering. The Company pays Cantor a commission of approximately 3% of the aggregate gross proceeds received from all sales of common stock under the 2016 Sales Agreement. On August 31, 2017, the Company entered into an At-the-Market Equity Offering Sales Agreement (the “2017 Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), as sales agent, pursuant to which the Company can sell through Stifel, from time to time, up to $50.0 million in shares of common stock in an at-the-market offering. The Company pays Stifel a commission of approximately 3% of the aggregate gross proceeds received from all sales of common stock under the 2017 Sales Agreement. Unless otherwise terminated earlier, the 2017 Sales Agreement continues until all shares available under the Sales Agreement have been sold. The following table summarizes the total sales under the 2015 Sales Agreement, 2016 Sales Agreement and the 2017 Sales Agreement for the periods indicated (in thousands, except per share amounts): 2017 Sales Agreement 2016 Sales Agreement 2015 Sales Agreement Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2016 Year Ended December 31, 2015 Total shares of common stock sold 15,998.5 8,763.4 5,710.2 2,014.3 Average price per share $ 3.13 $ 4.70 $ 3.23 $ 3.25 Gross proceeds $ 50,000 $ 41,156 $ 18,454 $ 6,546 Commissions earned by Cantor $ 1,500 $ 1,235 $ 553 $ 197 Other issuance costs $ 97 $ 185 $ — $ 259 |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | 19 . 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, warrants and restricted stock units. In computing diluted net loss per share for the years ended December 31, 2017, 2016, and 2015, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options, warrants and restricted stock units would be anti-dilutive. Potential common shares not included in calculating diluted net loss per share are as follows: December 31, 2017 2016 2015 Stock options 15,693,675 12,488,551 8,300,819 Stock warrants 13,162,668 1,426,622 1,426,622 Nonvested restricted stock units 4,394,656 895,328 422,500 Total 33,250,999 14,810,501 10,149,941 |
Related Person Transactions
Related Person Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | 20. Related Person Transactions Synergy Life Science Partners, L.P. and Synecor, LLC collectively owned approximately 2.9% and 5% of the Company’s common stock at December 31, 2017 and 2016, 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 $0, $5,000 and $435,000 for the years ended December 31, 2017, 2016 and 2015, respectively. On September 18, 2015, TransEnterix Italia entered into a services agreement for receipt of administrative services from Sofar and payment of rent to Sofar, a stockholder that owned approximately 9.7% and 13% of the Company’s common stock at December 31, 2017 and 2016, respectively. Expenses under this agreement were approximately $55,000, $232,000 and $89,000 for the years ended December 31, 2017, 2016 and 2015, respectively. The services agreement terminated in 2017. In November 2016, the Company agreed to enter into a technology and patents purchase agreement with Sofar to acquire from Sofar certain technology and intellectual property rights related to the Senhance Acquisition, and formerly licensed by the Company. The acquisition price was $400,000. As discussed in Note 3, in September 2015, the Company completed the Senhance Acquisition using a combination of cash, stock and potential post-acquisition milestone payments. On December 30, 2016, the Company entered into an Amendment to the Senhance Acquisition purchase agreement with Sofar to restructure the terms of the Second Tranche of the Cash Consideration. Under the Amendment, the Second Tranche was restructured to reduce the contingent cash consideration by €5.0 million in exchange for the issuance of 3,722,685 shares of the Company’s common stock with an aggregate fair market value of €5.0 million. On January 4, 2017, the Company issued to Sofar 3,722,685 shares of the common stock with a fair value of €5.0 million. The price per share was $1.404 and was calculated based on the average of the closing prices of the Company’s common stock on ten consecutive trading days ending one day before the execution of the Amendment. In March 2018, TransEnterix Europe entered into a Service Supply Agreement with 1Med S.A. for certain regulatory consulting services. Andrea Biffi, a current member of the Company’s Board of Directors, owns a non-controlling interest in 1Med S.A. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 21. Commitments and Contingencies Contingent Consideration As discussed in Note 3, in September 2015, the Company completed the Senhance 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. On December 30, 2016, the Company entered into an Amendment to restructure the terms of the Second Tranche of the Cash Consideration. Under the Amendment, the Second Tranche was restructured to reduce the contingent cash consideration by €5.0 million in exchange for the issuance of 3,722,685 shares of the Company’s common stock with an aggregate fair market value of €5.0 million. As of December 31, 2017, the fair value of the contingent consideration was $12.4 million. Legal Proceedings When determining the estimated probable loss or range of losses, significant judgment is required to be exercised in order to estimate the amount and timing of the loss to be recorded. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, are in the early stages of the proceedings, and are subject to appeal. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against the Company. For these reasons, the Company is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described above. Based on information currently available, the Company does not believe that any reasonably possible losses arising from currently pending legal matters will be material to the Company’s results of operations or financial condition. However, in light of the inherent uncertainties involved in such matters, an adverse outcome in one or more of these matters could materially and adversely affect the Company’s financial condition, results of operations or cash flows in any particular reporting period. No liability or related charge was recorded to earnings in the Company’s consolidated financial statements for legal contingencies for the year ended December 31, 2017, as all pending litigation, including two putative derivative claims were dismissed in 2017 with prejudice in the Company's favor. . Operating Leases On November 2, 2009, TransEnterix Surgical entered into an operating lease for its corporate offices for a period of five years commencing in April 2010. On June 12, 2014, the Company entered into a lease amendment extending the term of the lease for a period of 3 years and 2 months commencing on May 1, 2015 and expiring on June 30, 2018, with an option to renew for an additional three years. On January 8, 2018, the Company entered into a lease amendment extending the term of the lease for a period of eighteen months commencing on July 1, 2018 and expiring on December 31, 2019, with an option to renew for an additional five years. On October 25, 2013, the Company entered into an operating lease for its warehouse for a period of four years and four months commencing in January 2014, with an option to renew for an additional six years. On December 27, 2017 the Company entered into an agreement to terminate this lease effective January 31, 2018. On May 12, 2016 TransEnterix Italia entered into an operating lease for research and development and demonstration facilities for a period of 6 years commencing in July 2016. Rent expense was approximately $1,135,000, $907,000 and $513,000 for the years ended December 31, 2017, 2016 and 2015, respectively. The Company’s approximate future minimum payments for its operating lease obligations that have initial or remaining noncancelable terms in excess of one year are as follow: Years ending December 31, (In thousands) 2018 800 2019 789 2020 260 2021 260 2022 87 Total $ 2,196 License and Supply Agreements As discussed in Note 3, in September 2015, the Company completed the Senhance Acquisition. As part of this transaction, the Company assumed certain license and supply agreements. Commitments under these agreements amount to approximately $2,966,000 in 2018, $1,152,000 in 2019, $600,000 in 2020, $600,000 in 2021, $600,000 in 2021 and $3.0 million thereafter until termination in 2027. On February 13, 2014, TransEnterix Surgical, Inc., a wholly owned subsidiary of the Company, entered into a Robotic Development and Supply Agreement (the “Robotic Agreement”) with Microline Surgical, Inc. (“Microline”). Under the Robotic Agreement, Microline was developing a flexible sealer product for exclusive use by the Company with the SurgiBot System in open, minimally invasive and laparoscopic surgery. Payments under the Robotic Agreement were $0 and $400,000 for the year ended December 31, 2016 and 2015, respectively. As part of the restructuring related to the SurgiBot System, the Robotic Agreement was terminated in 2016. The Company has placed orders with various suppliers for the purchase of certain tooling, supplies and contract engineering and research services. Each of these orders has a duration or expected completion within the next twelve months. |
Quarterly Results of Operation
Quarterly Results of Operation (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operation (Unaudited) | 22. Quarterly Results of Operation (Unaudited) The following is a summary of the Company’s unaudited quarterly results of operations for the fiscal years ended December 31, 2017 and 2016 (in thousands, except per share amounts): Fiscal Year Ended December 31, 2017 1st 2nd 3rd 4th Total Quarter Quarter Quarter Quarter Year Total revenues $ 1,946 $ 1,584 $ 183 3,398 $ 7,111 Cost of revenue 1,334 972 921 3,500 6,727 Amortization of intangible assets 1,636 1,687 1,821 2,714 7,858 Change in fair value of contingent consideration 1,227 (774 ) 773 800 2,026 Issuance costs for warrants — 627 — — 627 Other operating expenses 13,627 11,538 12,337 14,298 51,800 Change in fair value of warrant liabilities — 2,326 22,887 58,521 83,734 Interest expense, net 394 662 695 684 2,435 Loss before income taxes (16,272 ) (15,454 ) (39,251 ) (77,119 ) (148,096 ) Income tax benefit 858 741 738 963 3,300 Net loss $ (15,414 ) $ (14,713 ) $ (38,513 ) $ (76,156 ) $ (144,796 ) Net loss per share - basic and diluted $ (0.13 ) $ (0.11 ) $ (0.26 ) $ (0.40 ) $ (0.97 ) Fiscal Year Ended December 31, 2016 1st 2nd 3rd 4th Total Quarter Quarter Quarter Quarter Year Total revenues $ — $ — $ 1,466 $ 53 $ 1,519 Cost of revenue — — 1,031 38 1,069 Amortization of intangible assets 1,817 1,786 1,709 1,655 6,967 Goodwill impairment — 61,784 — — 61,784 Restructuring and other charges — 3,085 — (21 ) 3,064 Inventory write-down related to restructuring — 2,565 — — 2,565 Other operating expenses 13,163 11,509 12,278 12,769 49,719 Interest expense, net 578 394 462 420 1,854 Loss before income taxes $ (15,558 ) $ (81,123 ) $ (14,014 ) $ (14,808 ) $ (125,503 ) Income tax benefit $ 2,645 $ 992 $ 1,070 $ 816 $ 5,523 Net loss $ (12,913 ) $ (80,131 ) $ (12,944 ) $ (13,992 ) $ (119,980 ) Net loss per share - basic and diluted $ (0.12 ) $ (0.70 ) $ (0.11 ) $ (0.12 ) $ (1.07 ) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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., TransEnterix Europe S.à.R.L, Bertrange, Swiss Branch, Lugano, TransEnterix Asia Pte. Ltd. and TransEnterix Taiwan Ltd. 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, contingent consideration, warrant liabilities, stock compensation expense, restructuring and other charges, excess and obsolete inventory reserves, and deferred tax asset valuation allowances. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents. Restricted cash at December 31, 2017 includes $6.0 million in a money market account, held in connection with the Company’s notes payable (see Note 13) and $389,000 in cash accounts held as collateral primarily under the terms of an office operating lease, credit cards and automobile leases. |
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, including amounts 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 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 eight customers who constituted 100% of the Company’s net accounts receivable at December 31, 2017. The Company had one customer who constituted 100% of the Company’s net accounts receivable at December 31, 2016 and one customer who constituted 100% of the Company’s net accounts receivable at December 31, 2015. The Company had eight customers who accounted for 100% of sales in 2017, one customer who accounted for 100% of sales in 2016. There were no sales in 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 (determined on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. 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. |
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 5 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. 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 5 to 7 years. This method approximates the period over which the Company expects to receive the benefit from these assets. See Note 17 for additional information related to the write-off of purchased patents in connection with the restructuring plan executed in May 2016. No impairment existed at December 31, 2017. 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 31 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 is tested for impairment at the enterprise level. See Note 10 for additional information related to goodwill impairment recorded during the second quarter of 2016. No impairment existed at December 31, 2017 or 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 December 31, 2016 and 2015. On October 13, 2017, upon regulatory approval and the ability to commercialize the products associated with the IPR&D assets, the assets were deemed definite-lived, reclassified to intellectual property and are now amortized based on their estimated useful lives. |
Property and Equipment | Property and Equipment Property and equipment consists primarily of machinery, manufacturing equipment, demonstration 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, manufacturing and demonstration equipment 3-5 years Computer equipment 3 years Furniture 5 years Leasehold improvements Lesser 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 contingent consideration is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss. |
Deferred Gain on Sale of SurgiBot Assets | Deferred Gain on Sale of SurgiBot Assets In conjunction with the agreement with GBIL in relation to the transfer of the SurgiBot System assets, the Company received $7.5 million in December 2017. This amount was included in deferred gain in sale of SurgiBot assets on the consolidated balance sheet pending transfer of the assets. |
Warrant Liabilities | Warrant Liabilities The Company’s Series A Warrants and Series B Warrants (see Note 16) are measured at fair value using a simulation model which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock, its expected volatility, holding cost and the risk-free interest rate for the term of the warrant (see Note 5). The warrant liability is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss. The selection of the appropriate valuation model and the inputs and assumptions that are required to determine the valuation requires significant judgment and requires management to make estimates and assumptions that affect the reported amount of the related liability and reported amounts of the change in fair value. Actual results could differ from those estimates, and changes in these estimates are recorded when known. As the warrant liability is required to be measured at fair value at each reporting date, it is reasonably possible that these estimates and assumptions could change in the near term. |
Translation of Foreign Currencies | Translation of Foreign Currencies The functional currency of the Company’s operational foreign subsidiaries is Euros. The assets and liabilities of the Company’s foreign subsidiaries 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 years December 31, 2017, 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. 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 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. |
Revenue Recognition | Revenue Recognition The Company’s revenue consists of product revenue resulting from the sales of systems, instruments and accessories, and service revenue. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or service has been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue is presented net of taxes collected from customers that are remitted to government authorities. The Company generally recognizes revenue at the following points in time: • System sales. For systems sold directly to end customers, revenue is recognized when acceptance occurs, which is deemed to have occurred upon customer acknowledgment of delivery or installation, depending on the terms of the arrangement. The Senhance Systems are delivered with a software component. However, because the software and non-software elements function together to deliver the system’s essential functionality, the Company's arrangements are excluded from being accounted for under software revenue recognition guidance. • Instruments and accessories. Revenue from sales of instruments and accessories is generally recognized at the time of shipment. Revenue from services related to the supply and management of instruments and accessories is recognized as the services are rendered. • Service. Service revenue is recognized ratably over the term of the service period. Revenue related to services performed on a time-and-materials basis is recognized when it is earned and billable. The Company's system sale arrangements contain multiple elements including a system(s), instruments, accessories, and system service. The Company generally delivers all of the elements, other than service, within days of entering into the system sale arrangement. Each of these elements is a separate unit of accounting. System accessories, instruments, and service are also sold on a stand-alone basis. For multiple-element arrangements, revenue is allocated to each unit of accounting based on their relative selling prices. Relative selling prices are based first on vendor specific objective evidence of fair value (“VSOE”), then on third-party evidence of selling price (“TPE”) when VSOE does not exist, and then on management's best estimate of the selling price (“BESP”) when VSOE and TPE do not exist. The Company’s system sale arrangements generally include a one-year period of free service, and the right for the customer to purchase service annually thereafter. The revenue allocated to the free service period is deferred and recognized ratably over the free service period. Because the Company has neither VSOE nor TPE for its systems, the allocation of revenue is based on BESP for the systems sold. The objective of BESP is to determine the price at which the Company would transact a sale, had the product been sold on a stand-alone basis. The Company determines BESP for its systems by considering multiple factors, including, but not limited to, features and functionality of the system, geographies, type of customer, and market conditions. The Company regularly reviews BESP and maintains internal controls over establishing and updating these estimates. |
Cost of Revenue | Cost of Revenue Cost of revenue sold consists of contract manufacturing, materials, labor and manufacturing overhead incurred internally to produce the products. Shipping and handling costs incurred by the Company are included in cost of revenue. |
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. 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 (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 restricted stock units 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 $7,078,000, $5,033,000 and $3,311,000 for the years ended December 31, 2017, 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. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Legislation”) was enacted into law, which reduced the US federal corporate income tax rate to 21% for tax years beginning after December 31, 2017. As a result of the newly enacted tax rate, the Company adjusted its U.S. deferred tax assets as of December 31, 2017, by applying the new 21% rate, which resulted in a decrease to the deferred tax assets and a corresponding decrease to the valuation allowance of approximately $36.1 million. The Tax Legislation also implements a territorial tax system. Under the territorial tax system, in general, the Company's foreign earnings will no longer be subject to tax in the U.S. As part of transition to the territorial tax system the Tax Legislation includes a mandatory deemed repatriation of all undistributed foreign earnings that are subject to a U.S. income tax. The Company estimates that the deemed repatriation will not result in any additional U.S. income tax liability as it estimates it currently has no undistributed foreign earnings. The SEC staff issued Staff Accounting Bulletin (“SAB”) No. 118 which will allow the Company to record provisional amounts related to accounting for the Tax Legislation during a measurement period which is similar to the measurement period used when accounting for business combinations. The Company is following the guidance set forth by SAB 118 and any amounts calculated are provisional estimates and will be reevaluated as more information or guidance becomes available. The Company will continue to assess the impact of the Tax Legislation on its business and consolidated financial statements. |
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% and 49% of the Company’s total consolidated assets are located within the U.S. as of December 31, 2017 and 2016, respectively. The remaining assets are mostly located in Europe and are primarily related to the Company’s facility in Italy, and include goodwill, intellectual property, other current assets, property and equipment, cash, accounts receivable and inventory of $99.9 million and $90.4 million at December 31, 2017 and 2016, respectively associated with the Senhance Acquisition in September 2015. Total assets outside of the U.S. excluding goodwill amounted to 31% and 40% of total consolidated assets at December 31, 2017 and 2016, respectively. The Company recognizes sales by geographic area based on the country in which the customer is based. For the years ended December 31, 2017, 2016, and 2015, 18%, 0%, and 0%, respectively, of net revenue were generated in the United States; and 61%, 100%, and 0% were generated in Europe; and 21%, 0% and 0% were generated in Asia. |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards In July 2017, the Financial Accounting Standards Board (“FASB”) Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The adoption of this ASU should not have a material impact on the consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02, Leases The Company currently expects that upon adoption, ROU assets and lease liabilities will be recognized in the balance sheet in amounts that the Company does not expect will have a material impact on the consolidated financial statements based on the Company’s current leases. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers The Company will adopt the New Revenue Standard in the first quarter of fiscal year 2018 using the modified retrospective method resulting in a cumulative catch-up adjustment to opening retained earnings in the period of adoption. The Company has substantially completed its evaluation of the impact of the New Revenue Standard on its historical financial statements. The Company’s performance obligations under its existing contracts primarily include the sale of systems, instruments and accessories, as well as services. The product revenues will be recognized at a point in time upon delivery or installation, depending on the terms of the agreement. The service revenue will be recognized ratably over time. The Company has concluded that the timing and measurement of revenue recognition will be materially consistent under the New Revenue Standard, except for the future billings related to future service included in its multi-year contracts that should be part of the consideration allocated to all performance obligations under the New Revenue Standard. Under the current standard, future service billings are considered to be contingent revenue, and therefore, are not included in the consideration allocated. Accordingly, the amount of consideration allocated to the performance obligations identified in the Company’s system arrangements will be different under the New Revenue Standard than the amount allocated under the current standard. In general, this will result in an acceleration of the amount of revenue recognized for system sales with multi-year service contracts. Due to limited sales to date, the Company has evaluated its contracts and has quantified an immaterial cumulative catch-up adjustment upon adoption. The Company continues to evaluate the required disclosures. The New Revenue Standard is principles based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. While substantially complete, the Company is still in the process of finalizing its evaluation of the effect of the New Revenue Standard on the Company’s historical financial statements and disclosures. The Company will finalize its accounting assessment and quantitative impact of the adoption of the New Revenue Standard during the first quarter of fiscal year 2018. As the Company completes its evaluation of this new standard, new information may arise that could change the Company’s current understanding of the impact to revenue and expense recognized. Additionally, the Company will continue to monitor industry activities and any additional guidance provided by regulators, standards setters, or the accounting profession and adjust the Company’s assessment and implementation plans accordingly. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, manufacturing and demonstration equipment 3-5 years Computer equipment 3 years Furniture 5 years Leasehold improvements Lesser |
Acquisition of Senhance Surgi31
Acquisition of Senhance Surgical Robotic System (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of Fair Value Consideration | The Senhance 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, Pro Forma 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 per share amounts) Revenue $ 77 $ 401 Net loss 53,994 46,874 Net loss per share $ 0.57 $ 0.63 |
Cash, Cash Equivalents, and R32
Cash, Cash Equivalents, and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Summary of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consist of the following: December 31, December 31, 2017 2016 (In thousands) Cash $ 4,039 $ 1,975 Money market 87,178 22,190 Total cash and cash equivalents $ 91,217 $ 24,165 Restricted cash $ 6,389 $ 10,425 Total $ 97,606 $ 34,590 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 and 2016, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): December 31, 2017 (In thousands) (unaudited) Description Quoted Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets measured at fair value Cash and cash equivalents $ 91,217 $ — $ — $ 91,217 Restricted cash 6,389 — — 6,389 Total Assets measured at fair value $ 97,606 $ — $ — $ 97,606 Liabilities measured at fair value Contingent consideration $ — $ — $ 12,418 $ 12,418 Warrant liabilities — — $ 14,090 $ 14,090 Total liabilities measured at fair value $ — $ — $ 26,508 $ 26,508 December 31, 2016 (In thousands) Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets measured at fair value Cash and cash equivalents $ 24,165 $ — $ — $ 24,165 Restricted cash 10,425 $ — $ — 10,425 Total Assets measured at fair value $ 34,590 $ — $ — $ 34,590 Liabilities measured at fair value Contingent consideration $ — $ — $ 22,800 $ 22,800 Total liabilities measured at fair value $ — $ — $ 22,800 $ 22,800 |
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 December 31, 2016 and 2017: Valuation Methodology Significant Unobservable Input Weighted (range, if applicable) Contingent consideration Probability income approach Milestone dates 2018 to Discount rate Probability 7.5% to 12% 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 years ended December 31, 2017, 2016 and 2015: Fair Value Measurement Reporting Date (Level 3) (In thousands) Common stock Contingent warrants consideration Balance at December 31, 2014 $ — $ — Additions for contingent consideration — 23,900 Change in fair value — (400 ) Balance at December 31, 2015 — 23,500 Payment for contingent consideration — (1,182 ) Change in fair value — 482 Balance at December 31, 2016 — 22,800 Issuance of common stock in exchange for contingent consideration — (5,227 ) Issuance of warrants 8,715 — Payment for contingent consideration — (7,181 ) Exercise of warrants (78,359 ) — Change in fair value 83,734 2,026 Balance at December 31, 2017 14,090 $ 12,418 Current portion — 719 Long-term portion 14,090 11,699 Balance at December 31, 2017 $ 14,090 $ 12,418 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table presents the components of accounts receivable: December 31, December 31, 2017 2016 (In thousands) Gross accounts receivable $ 1,609 $ 960 Allowance for uncollectible accounts (73 ) (73 ) Total accounts receivable, net $ 1,536 $ 887 Short-term portion $ 1,536 $ 621 Long-term portion — 266 Total accounts receivable $ 1,536 $ 887 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventories are as follows: December 31, December 31, 2017 2016 (In thousands) Finished goods $ 4,432 $ 4,698 Raw materials 6,385 3,185 Total inventories $ 10,817 $ 7,883 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | The following table presents the components of other current assets: December 31, December 31, 2017 2016 (In thousands) Prepaid expenses $ 1,519 $ 2,186 Advances to vendors 6,403 1,806 Other receivables 1,422 1,343 Total $ 9,344 $ 5,335 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: December 31, December 31, 2017 2016 (In thousands) Machinery, manufacturing and demonstration equipment $ 10,866 $ 7,579 Computer equipment 2,187 2,124 Furniture 598 614 Leasehold improvements 2,237 2,028 Total property and equipment 15,888 12,345 Accumulated depreciation and amortization (9,218 ) (6,573 ) Property and equipment, net $ 6,670 $ 5,772 |
Goodwill, In-Process Research38
Goodwill, In-Process Research and Development and Intellectual Property (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Carrying Value of Goodwill and Change in Balance | The carrying value of goodwill and the change in the balance for the years ended December 31, 2017 and 2016 is as follows: Goodwill (In Balance at December 31, 2015 $ 130,869 Foreign currency translation impact (388 ) Impairment loss (61,784 ) Balance at December 31, 2016 68,697 Foreign currency translation impact 2,671 Balance at December 31, 2017 $ 71,368 |
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 December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 (In thousands) (In thousands) Gross Carrying Amount Accumulated Amortization Foreign currency translation impact Net Carrying Amount Gross Carrying Amount Accumulated Amortization Foreign currency translation impact Write-off Net Carrying Amount Patents $ — $ — $ — $ — $ 5,000 $ (3,438 ) $ — $ (1,562 ) $ — Developed technology 66,413 (19,724 ) 5,529 52,218 48,500 (8,458 ) (2,952 ) — 37,090 Technology and patents purchased 400 (30 ) 50 420 — — — — — Total intellectual property $ 66,813 $ (19,754 ) $ 5,579 $ 52,638 $ 53,500 $ (11,896 ) $ (2,952 ) $ (1,562 ) $ 37,090 |
Summary of Estimated Future Amortization Expense of Intangible Assets | The estimated future amortization expense of intangible assets as of December 31, 2017 is as follows: Years ending December 31, (In thousands) 2018 $ 10,552 2019 10,552 2020 10,552 2021 10,552 2022 10,210 Thereafter 220 Total $ 52,638 |
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 years ended December 31, 2016 and 2017 is as follows: In-Process Research and Development (In thousands) Balance at December 31, 2015 16,511 Foreign currency translation impact (591 ) Balance at December 31, 2016 15,920 Foreign currency translation impact 1,993 Transfer to developed technology (17,913 ) Balance at December 31, 2017 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Expense (Benefit) | The components for the income tax expense (benefit) are as follows for the years ended December 31 (in thousands): 2017 2016 2015 Current income taxes Federal $ — $ — $ — State — — — Foreign — — — Deferred income taxes Federal — — — State — — — Foreign (3,300 ) (5,523 ) (1,024 ) Total income tax expense (benefit) $ (3,300 ) $ (5,523 ) $ (1,024 ) |
Schedule of Income (Loss) From Operations Before Taxes | The United States and foreign components of loss from operations before taxes are as follows for the years ended December 31 (in thousands): 2017 2016 2015 United States $ (124,418 ) $ (88,624 ) $ (44,438 ) Foreign (23,678 ) (36,879 ) (3,534 ) Total loss from operations before taxes $ (148,096 ) $ (125,503 ) $ (47,972 ) |
Summary of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets consist of the following at December 31 (in thousands): 2017 2016 Noncurrent deferred tax assets: Stock-based compensation 2,216 2,300 Inventory 375 204 Accrued expenses and other 637 564 Research credit carryforward 5,540 4,970 Fixed assets 450 557 Capitalized start-up costs and other intangibles 2,130 3,586 Net operating loss carryforwards 64,300 82,298 75,648 94,479 Valuation allowance (71,520 ) (91,885 ) Net noncurrent deferred tax asset 4,128 2,594 Noncurrent deferred tax liabilities Fixed assets (334 ) (292 ) Purchase accounting intangibles (12,183 ) (12,699 ) Net noncurrent deferred tax liability (12,517 ) (12,991 ) Net deferred tax asset (liability) $ (8,389 ) $ (10,397 ) |
Summary of Change in Gross Unrecognized Tax Positions | The following is a tabular reconciliation of the Company’s change in gross unrecognized tax positions at December 31 (in thousands): 2017 2016 2015 Beginning balance $ 1,048 $ 862 $ 606 Gross increases for tax positions related to current periods 143 186 256 Gross increases for tax positions related to prior periods 11 — — Ending balance $ 1,202 $ 1,048 $ 862 |
Summary of Provision for Income Taxes | Taxes computed at the then-current statutory federal income tax rate of 34% are reconciled to the provision for income taxes as follows for the years ended December 31: 2017 2016 2015 % of Pretax % of Pretax % of Pretax Amount Earnings Amount Earnings Amount Earnings United States federal tax at statutory rate $ (50,352 ) 34.0 % $ (42,671 ) 34.0 % $ (16,311 ) 34.0 % State taxes (net of deferred benefit) (4,663 ) 3.1 % (2,487 ) 2.0 % (1,121 ) 2.3 % Nondeductible expenses 466 (0.3 %) 667 (0.5 %) 1,797 (3.7 %) Change in fair market value of contingent consideration 777 (0.5 %) — — — — Warrant remeasurement and financing costs 32,348 (21.8 %) — — — — Research & Development credits (712 ) 0.5 % (922 ) 0.7 % (1,281 ) 2.7 % Change in unrecognized tax benefits 142 (0.1 %) 186 (0.1 %) 256 (0.5 %) Foreign tax rate differential 3,619 (2.4 %) 3,969 (3.2 %) 175 (0.4 %) Goodwill impairment — 0.0 % 20,816 (16.6 %) — — Change in enacted tax rates and other, net 35,440 (24.1 %) (1,069 ) 0.8 % 532 (1.2 %) Change in valuation allowance (20,365 ) 13.8 % 15,988 (12.7 %) 14,929 (31.1 %) Income tax benefit $ (3,300 ) 2.2 % $ (5,523 ) 4.4 % $ (1,024 ) 2.1 % |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses | The following table presents the components of accrued expenses: December 31, December 31, 2017 2016 (In thousands) Compensation and benefits $ 4,533 $ 2,328 Taxes and other assessments 3,192 2,676 Consulting and other vendors 1,414 1,428 Deferred rent 595 323 Other 504 49 Legal and professional fees 386 243 Interest and final payment fee 309 1,000 Royalties 41 159 Total $ 10,974 $ 8,206 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Future Principal Payments Including Paid In-Kind Interest under Innovatus Loan Agreement | As of December 31, 2017 future principal payments, including paid in-kind interest, under the Innovatus Loan Agreement are as follows: Years ending December 31, (In thousands) 2018 $ 4,788 2019 7,181 2020 2,394 Total $ 14,363 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share Based Fair Value Assumptions | The fair value of options granted were estimated using the Black-Scholes-Merton option pricing model based on the assumptions in the table below: Years ended December 31, 2017 2016 2015 Expected dividend yield 0% 0% 0% Expected volatility 70% - 72% 47% 45% - 56% Risk-free interest rate 1.84% - 2.29% 1.13% - 2.09% 1.44% - 1.95% Expected life (in years) 5.5 - 6.3 5.5 - 6.3 5.5 - 6.3 |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity, including grants to non-employees, for the year ended December 31, 2017: Weighted- Average Weighted- Remaining Number of Average Contractual Shares Exercise Price Term (Years) Options outstanding at December 31, 2016 12,488,551 $ 2.66 8.08 Granted 4,746,250 1.25 Forfeited (574,773 ) 2.35 Cancelled (227,419 ) 4.16 Exercised (738,934 ) 0.59 Options outstanding at December 31, 2017 15,693,675 $ 2.32 7.78 |
Schedule of Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2017: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Term (Years) Exercisable at December 31, 2017 7,113,007 $ 2.78 6.78 Vested or expected to vest at December 31, 2017 15,195,280 $ 2.34 7.75 |
Restricted Stock Units (Tables)
Restricted Stock Units (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Restricted Stock Unit Activity | The following is a summary of the RSU activity for the years ended December 31, 2017, 2016 and 2015: Weighted Number of Average Restricted Grant Stock Units Date Fair Outstanding Value Unvested, December 31, 2014 140,000 $ 7.19 Granted 380,000 2.94 Vested (70,000 ) 7.19 Forfeited (27,500 ) 2.94 Unvested, December 31, 2015 422,500 $ 3.64 Granted 660,331 3.74 Vested (187,503 ) 4.53 Unvested, December 31, 2016 895,328 $ 3.53 Granted 3,873,000 0.82 Vested (337,618 ) 3.46 Forfeited (36,054 ) 3.60 Unvested, December 31, 2017 4,394,656 $ 1.15 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Summary of Warrant Activity | Additionally, in the event of a fundamental transaction, each Series B Warrant holder will have the right to require the Company, or its successor, to repurchase the Series B Warrants for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such Series B Warrants. During the year ended December 31, 2017, 8,893,700 Series B Warrants were exercised. Weighted Weighted Average Average Remaining Weighted Number of Exercise Contractual Average Warrants Price Life (in years) Fair Value Outstanding at December 31, 2014 1,313,719 $ 1.70 3.9 $ 1.75 Granted 112,903 3.10 6.6 0.86 Exercised — — — — Outstanding at December 31, 2015 1,426,622 $ 1.81 3.2 $ 1.54 Granted — — — — Exercised — — — — Outstanding at December 31, 2016 1,426,622 $ 1.81 2.2 $ 1.54 Granted 45,769,746 1.00 4.8 0.22 Exercised (34,033,700 ) 1.00 — — Outstanding at December 31, 2017 13,162,668 $ 1.08 4.5 $ 0.39 |
Purchase Agreement, Controlle45
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Schedule of Total Sales under 2015, 2016 and 2017 Sales Agreement | The following table summarizes the total sales under the 2015 Sales Agreement, 2016 Sales Agreement and the 2017 Sales Agreement for the periods indicated (in thousands, except per share amounts): 2017 Sales Agreement 2016 Sales Agreement 2015 Sales Agreement Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2016 Year Ended December 31, 2015 Total shares of common stock sold 15,998.5 8,763.4 5,710.2 2,014.3 Average price per share $ 3.13 $ 4.70 $ 3.23 $ 3.25 Gross proceeds $ 50,000 $ 41,156 $ 18,454 $ 6,546 Commissions earned by Cantor $ 1,500 $ 1,235 $ 553 $ 197 Other issuance costs $ 97 $ 185 $ — $ 259 |
Basic and Diluted Net Loss pe46
Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Potential Common Shares | Potential common shares not included in calculating diluted net loss per share are as follows: December 31, 2017 2016 2015 Stock options 15,693,675 12,488,551 8,300,819 Stock warrants 13,162,668 1,426,622 1,426,622 Nonvested restricted stock units 4,394,656 895,328 422,500 Total 33,250,999 14,810,501 10,149,941 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Payments and Operating Lease Obligations | The Company’s approximate future minimum payments for its operating lease obligations that have initial or remaining noncancelable terms in excess of one year are as follow: Years ending December 31, (In thousands) 2018 800 2019 789 2020 260 2021 260 2022 87 Total $ 2,196 |
Quarterly Results of Operatio48
Quarterly Results of Operation (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Results of Operations | The following is a summary of the Company’s unaudited quarterly results of operations for the fiscal years ended December 31, 2017 and 2016 (in thousands, except per share amounts): Fiscal Year Ended December 31, 2017 1st 2nd 3rd 4th Total Quarter Quarter Quarter Quarter Year Total revenues $ 1,946 $ 1,584 $ 183 3,398 $ 7,111 Cost of revenue 1,334 972 921 3,500 6,727 Amortization of intangible assets 1,636 1,687 1,821 2,714 7,858 Change in fair value of contingent consideration 1,227 (774 ) 773 800 2,026 Issuance costs for warrants — 627 — — 627 Other operating expenses 13,627 11,538 12,337 14,298 51,800 Change in fair value of warrant liabilities — 2,326 22,887 58,521 83,734 Interest expense, net 394 662 695 684 2,435 Loss before income taxes (16,272 ) (15,454 ) (39,251 ) (77,119 ) (148,096 ) Income tax benefit 858 741 738 963 3,300 Net loss $ (15,414 ) $ (14,713 ) $ (38,513 ) $ (76,156 ) $ (144,796 ) Net loss per share - basic and diluted $ (0.13 ) $ (0.11 ) $ (0.26 ) $ (0.40 ) $ (0.97 ) Fiscal Year Ended December 31, 2016 1st 2nd 3rd 4th Total Quarter Quarter Quarter Quarter Year Total revenues $ — $ — $ 1,466 $ 53 $ 1,519 Cost of revenue — — 1,031 38 1,069 Amortization of intangible assets 1,817 1,786 1,709 1,655 6,967 Goodwill impairment — 61,784 — — 61,784 Restructuring and other charges — 3,085 — (21 ) 3,064 Inventory write-down related to restructuring — 2,565 — — 2,565 Other operating expenses 13,163 11,509 12,278 12,769 49,719 Interest expense, net 578 394 462 420 1,854 Loss before income taxes $ (15,558 ) $ (81,123 ) $ (14,014 ) $ (14,808 ) $ (125,503 ) Income tax benefit $ 2,645 $ 992 $ 1,070 $ 816 $ 5,523 Net loss $ (12,913 ) $ (80,131 ) $ (12,944 ) $ (13,992 ) $ (119,980 ) Net loss per share - basic and diluted $ (0.12 ) $ (0.70 ) $ (0.11 ) $ (0.12 ) $ (1.07 ) |
Organization and Capitalizati49
Organization and Capitalization - Additional Information (Detail) - USD ($) | Dec. 18, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 06, 2013 |
Organization And Capitalization [Line Items] | |||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||
Preferred stock, shares authorized | 25,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||
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 | ||||
China National Scientific and Instruments and Materials Company [Member] | |||||
Organization And Capitalization [Line Items] | |||||
Proceeds from distribution agreement | $ 7,500,000 | ||||
Proceeds from distribution agreement to be received by March 31, 2018 | $ 7,500,000 | ||||
Distribution agreement, equity investment | $ 3,000,000 | $ 3,000,000 | |||
Distribution agreement, equity investment per share | $ 2.33 | ||||
Distribution minimum royalties payment | $ 14,000,000 | ||||
Distribution minimum royalties payment term | 5 years | ||||
China National Scientific and Instruments and Materials Company [Member] | Minimum [Member] | |||||
Organization And Capitalization [Line Items] | |||||
Expected proceeds from distribution agreement | $ 29,000,000 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 21, 2015 | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2018 | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Accounting Policies [Line Items] | |||||||||||
Revenue | $ 3,398,000 | $ 183,000 | $ 1,584,000 | $ 1,946,000 | $ 53,000 | $ 1,466,000 | $ 7,111,000 | $ 1,519,000 | |||
Impairment charges | 0 | $ 0 | |||||||||
Deferred gain on sale of SurgiBot assets | 7,500,000 | $ 7,500,000 | |||||||||
Period of free service sale arrangement | 1 year | ||||||||||
Statutory income tax rate | 34.00% | 34.00% | 34.00% | ||||||||
Decrease in deferred tax assets due to newly enacted tax rate | $ 36,100,000 | ||||||||||
Decrease in valuation allowance due to newly enacted tax rate | $ 36,100,000 | ||||||||||
Number of business segments | Segment | 1 | ||||||||||
Assets | $ 250,251,000 | $ 176,249,000 | $ 250,251,000 | $ 176,249,000 | |||||||
U.S. [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Percentage of total consolidated assets | 60.00% | 49.00% | 60.00% | 49.00% | |||||||
International [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Percentage of total consolidated assets, excluding goodwill | 31.00% | 40.00% | 31.00% | 40.00% | |||||||
Senhance Surgical Robotic System Acquisition [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Amortization period | 7 years | ||||||||||
Senhance Surgical Robotic System Acquisition [Member] | Europe [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Assets | $ 99,900,000 | $ 90,400,000 | $ 99,900,000 | $ 90,400,000 | |||||||
Scenario, Plan [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Statutory income tax rate | 21.00% | ||||||||||
Stock Options [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Share based compensation, expense recognized | $ 7,078,000 | $ 5,033,000 | $ 3,311,000 | ||||||||
Patents [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Amortization period | 10 years | ||||||||||
Minimum [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Amortization period | 5 years | ||||||||||
Minimum [Member] | Developed Research and Development [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Amortization period | 5 years | ||||||||||
Maximum [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Amortization period | 10 years | ||||||||||
Maximum [Member] | Developed Research and Development [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Amortization period | 7 years | ||||||||||
Sales [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Revenue | $ 0 | ||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Eight Customers [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration Risk Percentage | 100.00% | ||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration Risk Percentage | 100.00% | 100.00% | |||||||||
Customer Concentration Risk [Member] | Sales [Member] | Eight Customers [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration Risk Percentage | 100.00% | ||||||||||
Customer Concentration Risk [Member] | Sales [Member] | One Customer [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration Risk Percentage | 100.00% | ||||||||||
Geographic Concentration Risk [Member] | Sales [Member] | U.S. [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration Risk Percentage | 18.00% | 0.00% | 0.00% | ||||||||
Geographic Concentration Risk [Member] | Sales [Member] | Europe [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration Risk Percentage | 61.00% | 100.00% | 0.00% | ||||||||
Geographic Concentration Risk [Member] | Sales [Member] | Asia [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration Risk Percentage | 21.00% | 0.00% | 0.00% | ||||||||
Held In Cash Money Market Account [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Restricted cash | 6,000,000 | $ 6,000,000 | |||||||||
Held In Cash Collateral Accounts [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Restricted cash | $ 389,000 | $ 389,000 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Summary of Estimated Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | Lesser of lease term or 3 to 10 years |
Minimum [Member] | Machinery, Manufacturing Equipment and Demonstration Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Maximum [Member] | Machinery, Manufacturing Equipment and Demonstration Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Acquisition of Senhance Surgi52
Acquisition of Senhance Surgical Robotic System - Additional Information (Detail) | Dec. 30, 2016EUR (€)shares | Sep. 21, 2015USD ($)shares | Dec. 31, 2017EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 30, 2016USD ($) | Dec. 30, 2016EUR (€) | Sep. 21, 2015EUR (€) |
Business Acquisition [Line Items] | ||||||||
Securities consideration held in escrow percentage | 10.00% | |||||||
Escrow and security interest period | 24 months | |||||||
Escrow and security interest expiration date | Sep. 21, 2017 | |||||||
Legal, consulting and other costs related to acquisition | $ 4,231,000 | |||||||
Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization period | 5 years | |||||||
Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization period | 10 years | |||||||
Senhance Surgical Robotic System Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common shares issued | shares | 15,543,413 | |||||||
Cash consideration | $ 25,000,000 | |||||||
Intellectual property, net | $ 48,500,000 | |||||||
Amortization period | 7 years | |||||||
Senhance Surgical Robotic System Acquisition [Member] | First Tranche [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 25,000,000 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common shares issued | shares | 3,722,685 | |||||||
Cash consideration payable | € | € 10,000,000 | |||||||
Aggregate fair market value | € | € 5,000,000 | |||||||
Aggregate fair market value payment | € | € 5,000,000 | |||||||
Gross proceeds from financing | $ 50,000,000 | |||||||
Interest rate | 9.00% | 9.00% | ||||||
Senhance Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Gross proceeds from financing | $ 50,000,000 | |||||||
Interest rate | 9.00% | |||||||
Senhance Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash on hand | $ 50,000,000 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | Minimum [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash on hand | $ 50,000,000 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | Third Tranche [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration payable | € | € 15,000,000 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | Third Tranche [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Target revenue to be achieved | € | 25,000,000 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | Fourth Tranche [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | € | € 1,800,000 | |||||||
Cash consideration payable | € | 2,500,000 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | U.S. Dollars [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 25,000,000 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | Euro [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration payable | € | € 27,500,000 | |||||||
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 Senhance Surgi53
Acquisition of Senhance Surgical Robotic System - Summary of Fair Value Consideration (Detail) - USD ($) | Sep. 21, 2015 | Nov. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 12,418,000 | $ 22,800,000 | ||
Senhance Surgical Robotic System Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Common shares issued | 15,543,413 | |||
Closing price per share | $ 2.81 | |||
Consideration share value | $ 43,677,000 | |||
Cash consideration | 25,000,000 | |||
Contingent consideration | 23,900,000 | $ 12,400,000 | ||
Total consideration | $ 92,577,000 | $ 400,000 |
Acquisition of Senhance Surgi54
Acquisition of Senhance Surgical Robotic System - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 21, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 71,368 | $ 68,697 | $ 130,869 | |
Senhance 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 Senhance Surgi55
Acquisition of Senhance Surgical Robotic System - Summary of Business Acquisition, Pro Forma 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 |
Senhance Surgical Robotic System Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 77 | $ 401 |
Net loss | $ 53,994 | $ 46,874 |
Cash, Cash Equivalents, and R56
Cash, Cash Equivalents, and Restricted Cash - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash And Cash Equivalents [Abstract] | ||||
Cash | $ 4,039 | $ 1,975 | ||
Money market | 87,178 | 22,190 | ||
Total cash and cash equivalents | 91,217 | 24,165 | ||
Restricted cash | 6,389 | 10,425 | ||
Total | $ 97,606 | $ 34,590 | $ 38,449 | $ 35,016 |
Cash, Cash Equivalents, and R57
Cash, Cash Equivalents, and Restricted Cash - Additional Information (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 6,389,000 | $ 10,425,000 |
Held In Cash Money Market Account [Member] | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash | 6,000,000 | 10,000,000 |
Held In Cash Collateral Accounts [Member] | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 389,000 | $ 425,000 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) - USD ($) | Apr. 28, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 10, 2015 | Jun. 11, 2015 |
Fair Value Measurements Disclosure [Line Items] | |||||||||
Transfers of assets between Level 1, Level 2, and Level 3 of the fair value hierarchy | $ 0 | $ 0 | $ 0 | ||||||
Transfers of liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy | $ 0 | $ 0 | $ 0 | ||||||
Fair value of contingent consideration | $ 23,900,000 | ||||||||
Warrants to purchase common shares | 24,900,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Offering price | 1 | $ 3 | $ 3 | ||||||
Change in fair value of warrant | $ 58,521,000 | $ 22,887,000 | $ 2,326,000 | $ 83,734,000 | |||||
Series A Warrant [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Warrants, exercise price | $ 1 | ||||||||
Warrant expiration date | Oct. 31, 2017 | ||||||||
Series A Warrant [Member] | Black-Scholes Merton Model [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Estimated fair value of warrants | $ 2,500,000 | ||||||||
Fair value input, term | 1 year | ||||||||
Fair value input, risk free rate | 1.07% | ||||||||
Fair value input, dividends | $ 0 | ||||||||
Fair value input, volatility | 73.14% | ||||||||
Fair value input, share price | $ 0.65 | ||||||||
Series B Warrant [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Warrants, exercise price | $ 1 | $ 1 | $ 1 | ||||||
Series B Warrant [Member] | Black-Scholes Merton Model [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Estimated fair value of warrants | $ 6,200,000 | ||||||||
Fair value input, term | 5 years | ||||||||
Fair value input, risk free rate | 1.81% | ||||||||
Fair value input, dividends | $ 0 | ||||||||
Fair value input, volatility | 73.14% | ||||||||
Fair value input, share price | $ 0.65 | ||||||||
Series B Warrant [Member] | Monte Carlo Valuation Model [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Estimated fair value of warrants | $ 14,100,000 | $ 14,100,000 | |||||||
Fair value input, term | 4 years 3 months 29 days | ||||||||
Fair value input, risk free rate | 2.13% | ||||||||
Fair value input, volatility | 80.60% | ||||||||
Fair value input, share price | $ 1.93 | $ 1.93 | |||||||
Probability of additional financing in 2018 | 25.00% | ||||||||
Probability of additional financing in 2019 | 75.00% | ||||||||
Common Stock [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Number of common stock or warrants in each unit | 1 | ||||||||
Common Stock [Member] | Series A Warrant [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Number of common stock or warrants in each unit | 1 | ||||||||
Warrants, exercise price | $ 1 | ||||||||
Common Stock [Member] | Series B Warrant [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Number of common stock or warrants in each unit | 0.75 | ||||||||
Warrants, exercise price | $ 1 | ||||||||
Senhance Surgical Robotic System Acquisition [Member] | |||||||||
Fair Value Measurements Disclosure [Line Items] | |||||||||
Fair value of contingent consideration | $ 2,000,000 | $ 500,000 |
Fair Value - Summary of Assets
Fair Value - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Assets measured at fair value | ||
Cash and cash equivalents | $ 91,217 | $ 24,165 |
Restricted cash | 6,389 | 10,425 |
Total Assets measured at fair value | 97,606 | 34,590 |
Liabilities measured at fair value | ||
Contingent consideration | 12,418 | 22,800 |
Warrant liabilities | 14,090 | |
Total liabilities measured at fair value | 26,508 | 22,800 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets measured at fair value | ||
Cash and cash equivalents | 91,217 | 24,165 |
Restricted cash | 6,389 | 10,425 |
Total Assets measured at fair value | 97,606 | 34,590 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities measured at fair value | ||
Contingent consideration | 12,418 | 22,800 |
Warrant liabilities | 14,090 | |
Total liabilities measured at fair value | $ 26,508 | $ 22,800 |
Fair Value - Quantitative Infor
Fair Value - Quantitative Information about Inputs and Valuation Methodologies Used for Fair Value Measurements Classified in Level 3 (Detail) - Senhance Surgical Robotic System Acquisition [Member] - Significant Unobservable Inputs (Level 3) [Member] - Contingent Consideration [Member] | 12 Months Ended |
Dec. 31, 2017 | |
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 | 2,018 |
Discount rate | 7.50% |
Maximum [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Milestone dates | 2,020 |
Discount rate | 12.00% |
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) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock Warrants [Member] | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Issuance of warrants | $ 8,715 | ||
Exercise of warrants | (78,359) | ||
Change in fair value | 83,734 | ||
Long-term portion | 14,090 | ||
Ending balance | 14,090 | ||
Contingent Consideration [Member] | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 22,800 | $ 23,500 | |
Additions for contingent consideration | $ 23,900 | ||
Issuance of common stock in exchange for contingent consideration | (5,227) | ||
Payment for contingent consideration | (7,181) | ||
Exercise of warrants | (1,182) | ||
Change in fair value | 2,026 | 482 | (400) |
Current portion | 719 | ||
Long-term portion | 11,699 | ||
Ending balance | $ 12,418 | $ 22,800 | $ 23,500 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,609 | $ 960 |
Allowance for uncollectible accounts | (73) | (73) |
Total accounts receivable, net | 1,536 | 887 |
Short-term portion | $ 1,536 | 621 |
Long-term portion | $ 266 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,432 | $ 4,698 |
Raw materials | 6,385 | 3,185 |
Total inventories | $ 10,817 | $ 7,883 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory [Line Items] | ||||
Write down of inventory | $ 2,565,000 | $ 2,565,000 | ||
SurgiBot System [Member] | ||||
Inventory [Line Items] | ||||
Write down of inventory | $ 0 | $ 2,600,000 | $ 0 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,519 | $ 2,186 |
Advances to vendors | 6,403 | 1,806 |
Other receivables | 1,422 | 1,343 |
Total | $ 9,344 | $ 5,335 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 15,888 | $ 12,345 |
Accumulated depreciation and amortization | (9,218) | (6,573) |
Property and equipment, net | 6,670 | 5,772 |
Machinery, Manufacturing and Demonstration Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 10,866 | 7,579 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 2,187 | 2,124 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 598 | 614 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 2,237 | $ 2,028 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Disposal of long-lived assets | $ 0 | $ 1,000,000 | $ 0 |
Depreciation | $ 2,486,000 | $ 1,942,000 | $ 1,248,000 |
Goodwill, In-Process Research68
Goodwill, In-Process Research and Development and Intellectual Property - Additional Information (Detail) - USD ($) | Sep. 21, 2015 | Nov. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2009 |
Goodwill And Intangible Assets [Line Items] | ||||||||
Goodwill | $ 71,368,000 | $ 68,697,000 | $ 130,869,000 | |||||
Accumulated impairment of goodwill | 61,800,000 | 61,800,000 | ||||||
Goodwill impairment | $ 0 | $ 61,784,000 | 0 | 61,784,000 | 0 | |||
In-Process Research and Development [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 | ||||||
Write-off of intellectual property | 1,562,000 | |||||||
Patents [Member] | SurgiBot System [Member] | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Write-off of intellectual property | 0 | 1,600,000 | $ 0 | |||||
Intellectual Property [Member] | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Discount rate | 45.00% | |||||||
Patent purchased amount | 66,813,000 | 53,500,000 | ||||||
Write-off of intellectual property | 1,562,000 | |||||||
Technology and Patents Purchased [Member] | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Patent purchased amount | $ 400,000 | |||||||
Weighted average remaining useful life | 9 years 3 months 18 days | |||||||
Developed Technology [Member] | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Patent purchased amount | $ 66,413,000 | $ 48,500,000 | ||||||
Weighted average remaining useful life | 4 years 9 months 18 days | |||||||
Safe Stitch Medical Inc [Member] | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Goodwill | $ 93,800,000 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Goodwill | $ 38,348,000 | 38,300,000 | ||||||
Intellectual property | 48,500,000 | |||||||
Acquisition price | 92,577,000 | $ 400,000 | ||||||
Senhance 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 | |||||||
Senhance Surgical Robotic System Acquisition [Member] | Technology and Patents Purchased [Member] | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Acquisition price | $ 400,000 |
Goodwill, In-Process Research69
Goodwill, In-Process Research and Development and Intellectual Property - Carrying Value of Goodwill and Change in Balance (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Beginning balance | $ 68,697,000 | $ 130,869,000 | |||
Foreign currency translation impact | 2,671,000 | (388,000) | |||
Impairment loss | $ 0 | $ (61,784,000) | 0 | (61,784,000) | $ 0 |
Ending balance | $ 71,368,000 | $ 68,697,000 | $ 130,869,000 |
Goodwill, In-Process Research70
Goodwill, In-Process Research and Development and Intellectual Property - Carrying Value of Company's IPR&D Assets and Change in Balance (Detail) - In-Process Research and Development [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 15,920 | $ 16,511 |
Foreign currency translation impact | 1,993 | (591) |
Transfer to developed technology | $ (17,913) | |
Ending balance | $ 15,920 |
Goodwill, In-Process Research71
Goodwill, In-Process Research and Development and Intellectual Property - Summary of Gross Intellectual Property, Accumulated Amortization, and Net Intellectual Property (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2009 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 5,000 | $ 5,000 | |
Accumulated Amortization | (3,438) | ||
Write-off | (1,562) | ||
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 66,413 | 48,500 | |
Accumulated Amortization | (19,724) | (8,458) | |
Foreign currency translation impact | 5,529 | (2,952) | |
Net Carrying Amount | 52,218 | 37,090 | |
Technology and Patents Purchased [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 400 | ||
Accumulated Amortization | (30) | ||
Foreign currency translation impact | 50 | ||
Net Carrying Amount | 420 | ||
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 66,813 | 53,500 | |
Accumulated Amortization | (19,754) | (11,896) | |
Foreign currency translation impact | 5,579 | (2,952) | |
Write-off | (1,562) | ||
Net Carrying Amount | $ 52,638 | $ 37,090 |
Goodwill, In-Process Research72
Goodwill, In-Process Research and Development and Intellectual Property - Summary of Estimated Future Amortization Expense of Intangible Assets (Detail) - Intellectual Property [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | $ 10,552 | |
2,019 | 10,552 | |
2,020 | 10,552 | |
2,021 | 10,552 | |
2,022 | 10,210 | |
Thereafter | 220 | |
Total | $ 52,638 | $ 37,090 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current income taxes | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Foreign | 0 | 0 | 0 | ||||||||
Deferred income taxes | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Foreign | (3,300) | (5,523) | (1,024) | ||||||||
Income tax benefit | $ (963) | $ (738) | $ (741) | $ (858) | $ (816) | $ (1,070) | $ (992) | $ (2,645) | $ (3,300) | $ (5,523) | $ (1,024) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) From Operations Before Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
United States | $ (124,418) | $ (88,624) | $ (44,438) | ||||||||
Foreign | (23,678) | (36,879) | (3,534) | ||||||||
Loss before income taxes | $ (77,119) | $ (39,251) | $ (15,454) | $ (16,272) | $ (14,808) | $ (14,014) | $ (81,123) | $ (15,558) | $ (148,096) | $ (125,503) | $ (47,972) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Noncurrent deferred tax assets: | ||
Stock-based compensation | $ 2,216 | $ 2,300 |
Inventory | 375 | 204 |
Accrued expenses and other | 637 | 564 |
Research credit carryforward | 5,540 | 4,970 |
Fixed assets | 450 | 557 |
Capitalized start-up costs and other intangibles | 2,130 | 3,586 |
Net operating loss carryforwards | 64,300 | 82,298 |
Deferred Tax Assets, Gross | 75,648 | 94,479 |
Valuation allowance | (71,520) | (91,885) |
Net noncurrent deferred tax asset | 4,128 | 2,594 |
Noncurrent deferred tax liabilities | ||
Fixed assets | (334) | (292) |
Purchase accounting intangibles | (12,183) | (12,699) |
Net noncurrent deferred tax liability | (12,517) | (12,991) |
Net deferred tax asset (liability) | $ (8,389) | $ (10,397) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||||
Valuation allowance, deferred tax asset, change in amount | $ 20,400,000 | ||||
Unrecognized tax benefits | 1,202,000 | $ 1,048,000 | $ 862,000 | $ 606,000 | |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 | |||
Statutory income tax rate | 34.00% | 34.00% | 34.00% | ||
Decrease in deferred tax assets due to newly enacted tax rate | $ 36,100,000 | ||||
Decrease in valuation allowance due to newly enacted tax rate | 36,100,000 | ||||
Scenario, Plan [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Statutory income tax rate | 21.00% | ||||
Domestic Tax Authority [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carry forwards | 254,600,000 | ||||
State and Local Jurisdiction [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carry forwards | $ 204,800,000 | ||||
Foreign Tax Authority [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carry forwards expiration period | 2,023 | ||||
Foreign Tax Authority [Member] | Italy | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carry forwards | $ 15,600,000 | ||||
Foreign Tax Authority [Member] | Luxembourg [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carry forwards | 200,000 | ||||
Foreign Tax Authority [Member] | Switzerland [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carry forwards | $ 16,700,000 | ||||
Maximum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carry forwards expiration period | 2,027 | ||||
Minimum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carry forwards expiration period | 2,022 | ||||
Research Tax Credit Carryforward [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carry forward, amount | $ 5,500,000 | ||||
Tax credit carry forward expiration period | 2,027 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Change in Gross Unrecognized Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 1,048 | $ 862 | $ 606 |
Gross increases for tax positions related to current periods | 143 | 186 | 256 |
Gross increases for tax positions related to prior periods | 11 | 0 | 0 |
Ending balance | $ 1,202 | $ 1,048 | $ 862 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
United States federal tax statutory rate, Amount | $ (50,352) | $ (42,671) | $ (16,311) | ||||||||
State taxes (net of deferred benefit), Amount | (4,663) | (2,487) | (1,121) | ||||||||
Non-deductible expenses, Amount | 466 | 667 | 1,797 | ||||||||
Change in fair market value of contingent consideration, Amount | 777 | ||||||||||
Warrant remeasurement and financing costs, Amount | (32,348) | ||||||||||
Research & Development Credits, Amount | (712) | (922) | (1,281) | ||||||||
Change in unrecognized tax benefits, Amount | 142 | 186 | 256 | ||||||||
Foreign tax rate differential, Amount | 3,619 | 3,969 | 175 | ||||||||
Goodwill impairment, Amount | 20,816 | ||||||||||
Change in enacted tax rates and other, net, Amount | 35,440 | (1,069) | 532 | ||||||||
Change in valuation allowance, Amount | (20,365) | 15,988 | 14,929 | ||||||||
Income tax benefit | $ (963) | $ (738) | $ (741) | $ (858) | $ (816) | $ (1,070) | $ (992) | $ (2,645) | $ (3,300) | $ (5,523) | $ (1,024) |
United States federal tax statutory rate, Percent of Pretax Earnings | 34.00% | 34.00% | 34.00% | ||||||||
State taxes (net of deferred benefit), Percent of Pretax Earnings | 3.10% | 2.00% | 2.30% | ||||||||
Non-deductible expenses, Percent of Pretax Earnings | (0.30%) | (0.50%) | (3.70%) | ||||||||
Change in fair market value of contingent consideration, Percent of Pretax Earnings | (0.50%) | ||||||||||
Warrant remeasurement and financing costs, Percent of Pretax Earnings | (21.80%) | ||||||||||
Research & Development Credits, Percent of Pretax Earnings | 0.50% | 0.70% | 2.70% | ||||||||
Change in unrecognized tax benefits, Percent of Pretax Earnings | (0.10%) | (0.10%) | (0.50%) | ||||||||
Foreign tax rate differential, Percent of Pretax Earnings | (2.40%) | (3.20%) | (0.40%) | ||||||||
Goodwill impairment, Percent of Pretax Earnings | (0.00%) | (16.60%) | |||||||||
Change in enacted tax rates and other, net, Percent of Pretax Earnings | (24.10%) | 0.80% | (1.20%) | ||||||||
Change in valuation allowance, Percent of Pretax Earnings | 13.80% | (12.70%) | (31.10%) | ||||||||
Provision for income taxes, Percent of Pretax Earnings | 2.20% | 4.40% | 2.10% |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities Current [Abstract] | ||
Compensation and benefits | $ 4,533 | $ 2,328 |
Taxes and other assessments | 3,192 | 2,676 |
Consulting and other vendors | 1,414 | 1,428 |
Deferred rent | 595 | 323 |
Other | 504 | 49 |
Legal and professional fees | 386 | 243 |
Interest and final payment fee | 309 | 1,000 |
Royalties | 41 | 159 |
Total | $ 10,974 | $ 8,206 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | May 10, 2017 | Sep. 18, 2015 | Aug. 14, 2015 | Sep. 26, 2014 | May 31, 2017 | Dec. 31, 2017 | Apr. 28, 2017 | Dec. 31, 2016 | Jan. 17, 2012 |
Debt Instrument [Line Items] | |||||||||
Warrant expiration period | 7 years | ||||||||
Issue of warrants to purchase shares of company's common stock | 24,900,000 | ||||||||
Loss on Extinguishment of notes payable | $ (308,000) | ||||||||
Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs paid to prior lenders and third parties | 371,000 | ||||||||
Debt issuance cost | $ 280,000 | ||||||||
Debt unamortized balance | $ 107,000 | ||||||||
Notes Payable [Member] | Loss on Extinguishment of Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt unamortized balance | $ 63,000 | ||||||||
First Amended SVB Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrant expiration period | 7 years | ||||||||
Warrants, exercise price | $ 4.015 | ||||||||
Interest only payment percentage | 7.50% | ||||||||
Maturity date of the term loans | Oct. 1, 2018 | ||||||||
First Amended SVB Loan Agreement [Member] | Maximum [Member] | First Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of borrowing under agreement | $ 20,000,000 | ||||||||
First Amended SVB Loan Agreement [Member] | Minimum [Member] | First Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of borrowing under agreement | $ 10,000,000 | ||||||||
Second Amended SVB Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrant expiration period | 7 years | ||||||||
Warrants, exercise price | $ 3.10 | ||||||||
Interest only payment percentage | 7.50% | ||||||||
Maturity date of the term loans | Jul. 1, 2018 | ||||||||
Loan and Security Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note issuance date | Jan. 17, 2012 | ||||||||
Debt discount liability, facility fee | $ 75,000 | 255,000 | |||||||
Issue of warrants to purchase shares of company's common stock | 430,815 | ||||||||
Unamortized debt discount | $ 210,000 | ||||||||
Debt Instrument, redemption price amount | $ 1,300,000 | ||||||||
Approximated Amount of debt discount | 129,000 | ||||||||
Fair value of warrants on the issue date | 54,000 | ||||||||
Debt discount liability, legal fees | $ 30,000 | ||||||||
Debt extinguishment date | 2017-05 | ||||||||
Loan and Security Agreement [Member] | Notes Payable [Member] | Interest Expense [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on Extinguishment of notes payable | $ (308,000) | ||||||||
Loan and Security Agreement [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs recorded as debt discount | $ 1,200,000 | ||||||||
Warrant expiration period | 5 years | ||||||||
Loan and Security Agreement [Member] | Term Loan [Member] | First Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount liability, facility fee | $ 170,000 | ||||||||
Warrants, exercise price | $ 1 | ||||||||
Estimated fair value of warrants | $ 300,000 | ||||||||
Unamortized debt discount | $ 209,000 | ||||||||
Loan and Security Agreement [Member] | Term Loan [Member] | First Tranche [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issue of warrants to purchase shares of company's common stock | 1,244,746 | ||||||||
Loan and Security Agreement [Member] | Innovatus Life Sciences Lending Fund I, LP [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note issuance date | May 10, 2017 | ||||||||
Term loans aggregate principal amount | $ 17,000,000 | ||||||||
Interest only payment period | 24 months | ||||||||
Term loans maturity period | 4 years | ||||||||
Repayment of term loans period | 2 years | ||||||||
Debt instrument amortization schedule | 24 months | ||||||||
Debt instrument repayment term | The interest-only period will end if the Company fails to meet any Interest-Only Milestone. Commencing on the first day of the month following such failure to achieve an Interest-Only Milestone, the Company will be required to repay the term loans over a two year period, based on a twenty-four (24) month amortization schedule. | ||||||||
Interest-only milestone terms | The Interest-Only Milestones require the Company to (i) achieve certain twelve month revenue targets, measured quarterly, commencing with the quarter ending March 31, 2018, (ii) meet a minimum capital raising threshold through the sale and issuance of equity securities during the period from April 10, 2017 through May 31, 2018 and (iii) obtain clearance for commercialization of the Senhance System by the FDA (“Senhance Clearance”) by May 30, 2018 (each such milestone, an “Interest-Only Milestone”). | ||||||||
Term loans fixed interest rate | 11.00% | ||||||||
Term loans fixed interest rate, paid in-kind percentage | 2.50% | ||||||||
Term loans payment terms | The Company will be required to repay the term loans if they are accelerated following an event of default. In addition, the Company is permitted to prepay the term loans in full at any time upon five (5) business days’ written notice to the Lender. Upon the earliest to occur of the maturity date, acceleration of the term loan, or prepayment of the term loan, the Company is required to make a final payment equal to the total term loan commitment multiplied by four percent (4%) (the “Final Fee”); provided, however, that in the event the Company refinances its obligations with the Lender after Senhance Clearance, no Final Fee or Prepayment Fee (as defined below) will be due thereunder; and provided, further, that if the Company elects to refinance its obligations prior to the funding of the Second Tranche, the Final Fee with respect to the Second Tranche shall be paid in full on the date of such refinancing. Any prepayment of the term loans in full, whether mandatory or voluntary, must include (i) the Final Fee, (ii) interest at the default rate (which is the rate otherwise applicable plus five percent (5%)) with respect to any amounts past due, (iii) the Lender’s expenses and all other obligations that are due and payable to the Lender and (iv) a prepayment fee of three percent (3%) if the term loan is paid in full on or before the first anniversary of the effective date, two percent (2%) if paid off after the first anniversary but on or before the second anniversary of the effective date and one percent (1%) if paid off after the second anniversary but on or before the third anniversary of the effective date (the “Prepayment Fee”). | ||||||||
Term loans prepayment written notice period | 5 days | ||||||||
Multiplier percentage of term loan commitment final fee payment | 4.00% | ||||||||
Percentage of additional interest rate added to default rate | 5.00% | ||||||||
Debt instrument covenant terms | Under the terms of the Innovatus Loan Agreement, the Company is required to maintain minimum unrestricted cash in an amount equal to (x) six million dollars ($6,000,000), at all times prior to Senhance Clearance; and (y) at all times thereafter, the least of (i) $6,000,000, (ii) the Company’s trailing three (3) months’ cash used to fund operating activities, as determined as of the most recent month end and (iii) the then outstanding principal amount of the term loans, together with accrued but unpaid interest. | ||||||||
Minimum unrestricted cash requirement prior to clearance | $ 6,000,000 | ||||||||
Covenants unrestricted cash requirement amount | $ 6,000,000 | ||||||||
Covenant measurement trailing period for cash operating activities | 3 months | ||||||||
Loan and Security Agreement [Member] | Innovatus Life Sciences Lending Fund I, LP [Member] | Term Loan [Member] | On or Before First Anniversary of Effective Date [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment fee percentage | 3.00% | ||||||||
Loan and Security Agreement [Member] | Innovatus Life Sciences Lending Fund I, LP [Member] | Term Loan [Member] | After First Anniversary but on or Before Second Anniversary of the Effective Date [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment fee percentage | 2.00% | ||||||||
Loan and Security Agreement [Member] | Innovatus Life Sciences Lending Fund I, LP [Member] | Term Loan [Member] | After Second Anniversary but on or Before Third Anniversary of the Effective Date [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment fee percentage | 1.00% | ||||||||
Loan and Security Agreement [Member] | Innovatus Life Sciences Lending Fund I, LP [Member] | Term Loan [Member] | First Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loans aggregate principal amount | $ 14,000,000 | ||||||||
Loan and Security Agreement [Member] | Innovatus Life Sciences Lending Fund I, LP [Member] | Term Loan [Member] | Second Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loans aggregate principal amount | $ 3,000,000 |
Notes Payable - Summary of Futu
Notes Payable - Summary of Future Principal Payments Including Paid In-Kind Interest under Innovatus Loan Agreement (Detail) - Loan and Security Agreement [Member] - Innovatus Life Sciences Lending Fund I, LP [Member] - Term Loan [Member] $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 4,788 |
2,019 | 7,181 |
2,020 | 2,394 |
Total | $ 14,363 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Sep. 03, 2013 | Sep. 30, 2006shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014shares | Dec. 31, 2013shares | May 25, 2017shares | Jun. 08, 2016shares | May 07, 2015shares | Oct. 29, 2013shares | Jun. 19, 2012shares | Dec. 31, 2011shares | Dec. 31, 2009shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, capital shares reserved for future issuance | 25,940,000 | |||||||||||||
Stock-based compensation expense | $ | $ 7,078,000 | $ 5,033,000 | $ 3,311,000 | |||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||
Aggregate intrinsic value of stock options outstanding | $ | $ 5,200,000 | |||||||||||||
Aggregate intrinsic value of stock options exercisable | $ | 1,600,000 | |||||||||||||
Aggregate intrinsic value of stock options vested or expected to vest | $ | $ 4,900,000 | |||||||||||||
Options granted | 4,746,250 | |||||||||||||
Unrecognized employee stock-based compensation expense | $ | $ 8,457,000 | |||||||||||||
Expected weighted-average period for compensation expense recognition | 2 years 6 months | |||||||||||||
Incentive Compensation Plan 2006 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award limitations for options or stock appreciation rights per-person | 80,000 | |||||||||||||
Stock option, number of shares authorized for issuance | 3,378,189 | 1,110,053 | ||||||||||||
Options vesting period | 4 years | |||||||||||||
Options expiration period | 10 years | |||||||||||||
Stock Appreciation Rights (SARs) [Member] | Incentive Compensation Plan 2007 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award limitations for options or stock appreciation rights per-person | 1,000,000 | 200,000 | ||||||||||||
Other Stock Based Awards [Member] | Incentive Compensation Plan 2007 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award limitations for options or stock appreciation rights per-person | 500,000 | 100,000 | ||||||||||||
Unvested Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Intrinsic value of options exercised | $ | $ 2,179,000 | $ 519,000 | $ 1,603,000 | |||||||||||
Options granted | 4,746,250 | 5,368,755 | 4,407,758 | |||||||||||
Weighted-average grant date fair value of options granted | $ / shares | $ 0.82 | $ 1.30 | $ 1.37 | |||||||||||
June 19, 2012 Amendment [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, capital shares reserved for future issuance | 1,000,000 | |||||||||||||
October 29, 2013 Amendment [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, capital shares reserved for future issuance | 4,940,000 | |||||||||||||
May 7, 2015 Amendment [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, capital shares reserved for future issuance | 11,940,000 | |||||||||||||
June 8, 2016 Amendment [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, capital shares reserved for future issuance | 18,940,000 | |||||||||||||
Merger Agreement [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Option exchange ratio | 1.1533 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share Based Fair Value Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility, Minimum | 70.00% | 45.00% | |
Expected volatility | 47.00% | ||
Expected volatility, Maximum | 72.00% | 56.00% | |
Risk-free interest rate , Minimum | 1.84% | 1.13% | 1.44% |
Risk-free interest rate , Maximum | 2.29% | 2.09% | 1.95% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Stock Options Activity [Abstract] | ||
Number of Shares, Outstanding, Beginning balance | 12,488,551 | |
Number of Shares, Granted | 4,746,250 | |
Number of Shares, Forfeited | (574,773) | |
Number of Shares, Cancelled | (227,419) | |
Number of Shares, Exercised | (738,934) | |
Number of Shares, Outstanding, Ending balance | 15,693,675 | 12,488,551 |
Weighted Average Exercise Price, Outstanding | $ 2.66 | |
Weighted Average Exercise Price, Granted | 1.25 | |
Weighted Average Exercise Price, Forfeited | 2.35 | |
Weighted Average Exercise Price, Cancelled | 4.16 | |
Weighted Average Exercise Price, Exercised | 0.59 | |
Weighted Average Exercise Price, Outstanding | $ 2.32 | $ 2.66 |
Weighted-Average Remaining Contractual Term (Years) | 7 years 9 months 10 days | 8 years 29 days |
Stock-Based Compensation - Sc85
Stock-Based Compensation - Schedule of Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract] | |
Number of Shares, Exercisable | shares | 7,113,007 |
Vested or expected to vest, Number of Shares | shares | 15,195,280 |
Exercisable, Weighted-Average Exercise Price | $ / shares | $ 2.78 |
Vested or expected to vest, Weighted-Average Exercise Price | $ / shares | $ 2.34 |
Weighted-Average Remaining Contractual Term, Exercisable | 6 years 9 months 10 days |
Weighted-Average Remaining Contractual Term, Vested or expected to vest | 7 years 9 months |
Restricted Stock Units - Summar
Restricted Stock Units - Summary of Restricted Stock Unit Activity (Detail) - Nonvested Restricted Stock Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 895,328 | 422,500 | 140,000 |
Number of Restricted Stock Units Outstanding, Granted | 3,873,000 | 660,331 | 380,000 |
Number of Restricted Stock Units Outstanding, Vested | (337,618) | (187,503) | (70,000) |
Number of Restricted Stock Units Outstanding, Forfeited | (36,054) | (27,500) | |
Ending balance | 4,394,656 | 895,328 | 422,500 |
Weighted Average Grant Date Fair Value, Unvested | $ 3.53 | $ 3.64 | $ 7.19 |
Weighted Average Grant Date Fair Value, Granted | 0.82 | 3.74 | 2.94 |
Weighted Average Grant Date Fair Value, Vested | 3.46 | 4.53 | 7.19 |
Weighted Average Grant Date Fair Value, Forfeited | 3.60 | 2.94 | |
Weighted Average Grant Date Fair Value, Unvested | $ 1.15 | $ 3.53 | $ 3.64 |
Restricted Stock Units - Additi
Restricted Stock Units - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 6 months | ||
Nonvested Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred compensation liability, Current, total | $ 1,751,000 | $ 1,463,000 | $ 816,000 |
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ 3,200,000 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 3 months 18 days | ||
Share based compensation arrangement by share based payment award non option equity instruments grants in period weighted average grant date fair value | $ 0.82 | $ 3.74 | $ 2.94 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) $ / shares in Units, $ in Millions | Sep. 12, 2017USD ($)$ / sharesshares | May 10, 2017$ / sharesshares | Apr. 28, 2017$ / sharesshares | Aug. 14, 2015$ / sharesshares | Sep. 26, 2014$ / sharesshares | Mar. 22, 2013USD ($)Investor$ / sharesshares | Jan. 17, 2012$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2013shares | Jul. 10, 2015$ / shares | Jun. 11, 2015$ / shares | Sep. 03, 2013shares |
Class of Warrant or Right [Line Items] | ||||||||||||||
Offering price | $ / shares | $ 1 | $ 3 | $ 3 | |||||||||||
Warrants to purchase common shares | 24,900,000 | |||||||||||||
Warrant, expiration period | 7 years | |||||||||||||
Warrants outstanding | 1,200,000 | |||||||||||||
Warrants exercised | 0 | |||||||||||||
Warrants Not Settleable in Cash [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, Equity instruments other than options, aggregate intrinsic value, outstanding | $ | $ 11.2 | $ 0 | $ 1 | |||||||||||
Minimum [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Percentage of warrants exercisability limitation percentage | 4.99% | |||||||||||||
Outstanding voting stock acquisition minimum threshold percentage to assume warrant obligations | 50.00% | |||||||||||||
Series A Warrant [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 1 | |||||||||||||
Warrant expiration date | Oct. 31, 2017 | |||||||||||||
Series B Warrant [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 1 | $ 1 | ||||||||||||
Warrants exercised | 8,893,700 | |||||||||||||
Service Warrants [Member] | Service Agreement [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 1 | |||||||||||||
Warrant, expiration period | 10 years | |||||||||||||
Warrants exercised | 0 | |||||||||||||
Common stock warrants issued | 950,000 | |||||||||||||
Percentage of vesting date of execution agreement | 25.00% | |||||||||||||
Percentage of vesting completion of hiring the sales term | 50.00% | |||||||||||||
Percentage of vesting achieving cumulative product revenue | 25.00% | |||||||||||||
Achieving cumulative product revenue | $ | $ 15 | |||||||||||||
Recognized initial expense | $ | $ 0.6 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of common stock or warrants in each unit | 1 | |||||||||||||
Common Stock [Member] | Series A Warrant [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 1 | |||||||||||||
Number of common stock or warrants in each unit | 1 | |||||||||||||
Common Stock [Member] | Series B Warrant [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 1 | |||||||||||||
Number of common stock or warrants in each unit | 0.75 | |||||||||||||
First Amended SVB Loan Agreement [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 4.015 | |||||||||||||
Warrant, expiration period | 7 years | |||||||||||||
Warrants exercised | 0 | 0 | 0 | |||||||||||
Common stock warrants issued | 38,324 | |||||||||||||
Second Amended SVB Loan Agreement [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 3.10 | |||||||||||||
Warrant, expiration period | 7 years | |||||||||||||
Warrants exercised | 0 | 0 | 0 | |||||||||||
Common stock warrants issued | 112,903 | |||||||||||||
Stock Purchase Agreement 2013 [Member] | 2013 PIPE investors [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of investors | Investor | 17 | |||||||||||||
Stock issued, shares | 2,420,000 | |||||||||||||
Offering price | $ / shares | $ 1.25 | |||||||||||||
Proceeds from PIPE | $ | $ 3 | |||||||||||||
Warrants to purchase common shares | 1,209,600 | |||||||||||||
Warrants, exercise price | $ / shares | $ 1.65 | |||||||||||||
Warrant, expiration period | 5 years | |||||||||||||
Merger Agreement [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exchange ratio | 1.1533 | |||||||||||||
Loan and Security Agreement [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase common shares | 430,815 | |||||||||||||
Loan and Security Agreement [Member] | Term Loan [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrant, expiration period | 5 years | |||||||||||||
Warrants exercised | 0 | |||||||||||||
Loan and Security Agreement [Member] | Term Loan [Member] | First Tranche [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 1 | |||||||||||||
Loan and Security Agreement [Member] | Maximum [Member] | Term Loan [Member] | First Tranche [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase common shares | 1,244,746 | |||||||||||||
Related Parties [Member] | Stock Purchase Agreement 2013 [Member] | 2013 PIPE investors [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock issued, shares | 1,280,000 | |||||||||||||
Warrants to purchase common shares | 640,000 | |||||||||||||
Warrants exercised | 240,000 | 0 | 0 | |||||||||||
Prior Lenders [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants to purchase common shares | 279,588 | |||||||||||||
Warrants, exercise price | $ / shares | $ 1.45 | |||||||||||||
Warrant, expiration period | 10 years | |||||||||||||
Warrants exercised | 0 | 0 | 0 | 139,794 | ||||||||||
Stock issued due to exercise of options | 112,766 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - Warrants Not Settleable in Cash [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Beginning balance | 1,426,622 | 1,426,622 | 1,313,719 | |
Number of Warrants, Granted | 45,769,746 | 112,903 | ||
Number of Warrants, Exercised | (34,033,700) | |||
Ending balance | 13,162,668 | 1,426,622 | 1,426,622 | 1,313,719 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.81 | $ 1.81 | $ 1.70 | |
Weighted Average Exercise Price, Granted | 1 | 3.10 | ||
Weighted Average Exercise Price, Exercised | 1 | |||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 1.08 | $ 1.81 | $ 1.81 | $ 1.70 |
Weighted Average Remaining Contractual Life, Outstanding | 4 years 6 months | 2 years 2 months 12 days | 3 years 2 months 12 days | 3 years 10 months 24 days |
Weighted Average Remaining Contractual Life, Granted | 4 years 9 months 18 days | 6 years 7 months 6 days | ||
Weighted Average Fair Value, Outstanding, Beginning balance | $ 1.54 | $ 1.54 | $ 1.75 | |
Weighted Average Fair Value, Granted | 0.22 | 0.86 | ||
Weighted Average Fair Value, Outstanding, Ending balance | $ 0.39 | $ 1.54 | $ 1.54 | $ 1.75 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
May 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost And Reserve [Line Items] | ||||||
Inventory write-down related to restructuring | $ 2,565,000 | $ 2,565,000 | ||||
Restructuring and other charges | $ (21,000) | $ 3,085,000 | 3,064,000 | |||
Restructuring and other charges related to other non-cash charges | 2,556,000 | |||||
Disposal of long-lived assets | $ 0 | 1,000,000 | $ 0 | |||
Patents [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Write-off of intellectual property | 1,562,000 | |||||
SurgiBot System [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Inventory write-down related to restructuring | 0 | 2,600,000 | 0 | |||
SurgiBot System [Member] | Patents [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Write-off of intellectual property | 0 | 1,600,000 | $ 0 | |||
Headcount, Discontinued Efforts and Cancellation of Contracts [Member] | SurgiBot System [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | $ 5,700,000 | |||||
Inventory write-down related to restructuring | 2,600,000 | |||||
Restructuring and other charges | 3,100,000 | |||||
Restructuring amount paid in cash | 500,000 | |||||
Employee severance costs | 400,000 | |||||
Restructuring and other charges related to cancellation of contracts | 100,000 | |||||
Restructuring and other charges related to other non-cash charges | 2,600,000 | |||||
Disposal of long-lived assets | 1,000,000 | |||||
Headcount, Discontinued Efforts and Cancellation of Contracts [Member] | SurgiBot System [Member] | Accrued Expenses [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Total future payments under plan | $ 0 | $ 0 | $ 0 | |||
Headcount, Discontinued Efforts and Cancellation of Contracts [Member] | SurgiBot System [Member] | Patents [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Write-off of intellectual property | $ 1,600,000 |
Purchase Agreement, Controlle91
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock - Additional Information (Detail) - USD ($) | Aug. 31, 2017 | Apr. 28, 2017 | Feb. 09, 2016 | Jul. 10, 2015 | Jun. 11, 2015 | Feb. 20, 2015 | Apr. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 16, 2016 | Mar. 03, 2016 | Mar. 02, 2016 |
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Warrants to purchase common shares | 24,900,000 | |||||||||||
Offering price | $ 1 | $ 3 | $ 3 | |||||||||
Gross proceeds from public offering | $ 24,900,000 | $ 50,000,000 | ||||||||||
Net proceeds from public offering | $ 23,200,000 | $ 46,400,000 | ||||||||||
Warrants exercised | 0 | |||||||||||
Proceeds from issuance of common stock, net of issuance costs | $ 5,800,000 | |||||||||||
Common stock to be sold, shares | 16,666,667 | |||||||||||
Over-allotment option, shares to be issued to underwriters | 2,500,000 | |||||||||||
Shares issued from option exercise by underwriters | 2,075,000 | |||||||||||
Additional proceeds from exercise of option by underwriters | $ 6,200,000 | |||||||||||
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 | |||||||||||
Aggregate maximum value of designated securities to be sold | $ 100,000,000 | $ 150,000,000 | $ 100,000,000 | |||||||||
Common stock, shares issued | 199,282,003 | 115,781,030 | ||||||||||
Lincoln Park Capital Fund, LLC [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Right to sell common stock | 25,000,000 | |||||||||||
Stock issued, shares | 3,972,741 | 300,000 | ||||||||||
Gross proceeds | $ 5,304,000 | $ 412,500 | ||||||||||
Proceeds from issuance of common stock, net of issuance costs | $ 5,304,000 | $ 392,500 | ||||||||||
Cantor Fitzgerald & Co. [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Gross proceeds | $ 25,000,000 | |||||||||||
Proceeds from issuance of common stock, net of issuance costs | $ 24,000,000 | |||||||||||
Percentage of commission paid | 3.00% | 3.00% | ||||||||||
Common stock, shares issued | 7,724,488 | |||||||||||
Cantor Fitzgerald & Co. [Member] | Maximum [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Sale of common stock in an at-the-market offering | $ 43,600,000 | $ 25,000,000 | ||||||||||
Stifel, Nicolaus & Company, Incorporated [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Percentage of commission paid | 3.00% | |||||||||||
Stifel, Nicolaus & Company, Incorporated [Member] | Maximum [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Sale of common stock in an at-the-market offering | $ 50,000,000 | |||||||||||
Commitment Shares [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Stock issued, shares | 345,421 | |||||||||||
Series B Warrant [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Warrants exercised | 8,893,700 | |||||||||||
Common Stock [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Number of common stock or warrants in each unit | 1 | |||||||||||
Common Stock [Member] | Series A Warrant [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Number of common stock or warrants in each unit | 1 | |||||||||||
Common Stock [Member] | Series B Warrant [Member] | ||||||||||||
Stockholders Equity Common Stock [Line Items] | ||||||||||||
Number of common stock or warrants in each unit | 0.75 |
Purchase Agreement, Controlle92
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock - Schedule of Total Sales under 2015, 2016 and 2017 Sales Agreement (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 09, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Stifel, Nicolaus & Company, Incorporated [Member] | 2017 Sales Agreement [Member] | ||||
Sale And Issue Of Shares Under Agreement [Line Items] | ||||
Total shares of common stock sold | 15,998,500 | |||
Average price per share | $ 3.13 | |||
Gross proceeds | $ 50,000 | |||
Commissions earned by Cantor | 1,500 | |||
Other issuance costs | $ 97 | |||
Cantor Fitzgerald & Co. [Member] | ||||
Sale And Issue Of Shares Under Agreement [Line Items] | ||||
Gross proceeds | $ 25,000 | |||
Cantor Fitzgerald & Co. [Member] | 2016 Sales Agreement [Member] | ||||
Sale And Issue Of Shares Under Agreement [Line Items] | ||||
Total shares of common stock sold | 8,763,400 | |||
Average price per share | $ 4.70 | |||
Gross proceeds | $ 41,156 | |||
Commissions earned by Cantor | 1,235 | |||
Other issuance costs | $ 185 | |||
Cantor Fitzgerald & Co. [Member] | 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 | $ 259 |
Basic and Diluted Net Loss pe93
Basic and Diluted Net Loss per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic And Diluted Earning Per Share [Abstract] | |||
Adjustment to weighted average outstanding common shares | 0 | 0 | 0 |
Basic and Diluted Net Loss pe94
Basic and Diluted Net Loss per Share - Summary of Potential Common Shares (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,250,999 | 14,810,501 | 10,149,941 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,693,675 | 12,488,551 | 8,300,819 |
Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,162,668 | 1,426,622 | 1,426,622 |
Nonvested Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,394,656 | 895,328 | 422,500 |
Related Person Transactions - A
Related Person Transactions - Additional Information (Detail) $ / shares in Units, € in Millions | Jan. 04, 2017EUR (€)shares | Dec. 30, 2016EUR (€)shares | Sep. 21, 2015USD ($)shares | Nov. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 04, 2017$ / shares |
Related Party Transaction [Line Items] | ||||||||
Reduction of contingent consideration | $ 23,900,000 | |||||||
Fair value of contingent consideration | $ 12,418,000 | $ 22,800,000 | ||||||
Senhance Surgical Robotic System Acquisition [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition price | $ 92,577,000 | $ 400,000 | ||||||
Reduction of contingent consideration | 2,000,000 | 500,000 | ||||||
Common shares issued | shares | 15,543,413 | |||||||
Fair value of contingent consideration | $ 23,900,000 | 12,400,000 | ||||||
Senhance Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reduction of contingent consideration | € | € (5) | |||||||
Common shares issued | shares | 3,722,685 | |||||||
Aggregate fair market value of common stock | € | € 5 | |||||||
Fair value of contingent consideration | € | € 5 | |||||||
Share price | $ / shares | $ 1.404 | |||||||
Number of consecutive trading days | 10 days | |||||||
Synecor, LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to Acquire in Process Research and Development | $ 0 | $ 5,000 | 435,000 | |||||
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 | 2.90% | 5.00% | ||||||
Sofar [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses under service agreement with related party | $ 55,000 | $ 232,000 | $ 89,000 | |||||
Service agreement termination period | 2,017 | |||||||
Sofar [Member] | Senhance Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common shares issued | shares | 3,722,685 | |||||||
Sofar [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 9.70% | 13.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) € in Millions | Jan. 08, 2018 | Dec. 27, 2017 | Jan. 04, 2017EUR (€) | Dec. 30, 2016EUR (€)shares | Sep. 21, 2015USD ($)shares | Jun. 12, 2014 | Oct. 25, 2013 | Nov. 02, 2009 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Operating Leased Assets [Line Items] | |||||||||||
Contingent consideration related to acquisition | $ 23,900,000 | ||||||||||
Fair value of contingent consideration | $ 12,418,000 | $ 22,800,000 | |||||||||
Liability or related charge recorded for legal contingencies | 0 | ||||||||||
Supply Commitment [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Commitments under Robotic Agreement | 0 | 400,000 | |||||||||
Corporate offices [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Lease expiration date | Jun. 30, 2018 | ||||||||||
Operating lease agreement period | 5 years | ||||||||||
Operating lease amended extension period | 3 years 2 months | ||||||||||
Operating lease, renew option period | 3 years | ||||||||||
Warehouse [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Operating lease agreement period | 4 years 4 months | ||||||||||
Operating lease additional renewed period | 6 years | ||||||||||
Operating lease termination on lease effective date | Jan. 31, 2018 | ||||||||||
Operating leases, rent expense | 1,135,000 | 907,000 | $ 513,000 | ||||||||
Subsequent Event [Member] | Corporate offices [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Lease expiration date | Dec. 31, 2019 | ||||||||||
Operating lease, lease not yet commenced, term of contract | 18 months | ||||||||||
Operating lease, lease not yet commenced, renewal term | 5 years | ||||||||||
Operating lease, lease not yet commenced, existence of option to extend | true | ||||||||||
Senhance Surgical Robotic System Acquisition [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Contingent consideration related to acquisition | 2,000,000 | $ 500,000 | |||||||||
Common shares issued | shares | 15,543,413 | ||||||||||
Fair value of contingent consideration | $ 23,900,000 | 12,400,000 | |||||||||
Senhance Surgical Robotic System Acquisition [Member] | License and Supply Agreements [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Commitments under agreements, in 2018 | 2,966,000 | ||||||||||
Commitments under agreements, in 2019 | 1,152,000 | ||||||||||
Commitments under agreements, in 2020 | 600,000 | ||||||||||
Commitments under agreements, in 2021 | 600,000 | ||||||||||
Commitments under agreements, in 2021 | 600,000 | ||||||||||
Commitments under agreements, thereafter until termination in 2027 | $ 3,000,000 | ||||||||||
Senhance Surgical Robotic System Acquisition [Member] | Second Tranche [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Contingent consideration related to acquisition | € | € (5) | ||||||||||
Common shares issued | shares | 3,722,685 | ||||||||||
Aggregate fair market value of common stock | € | € 5 | ||||||||||
Fair value of contingent consideration | € | € 5 | ||||||||||
TransEnterix Italia [Member] | Research and Development and Demonstration Facilities [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Operating lease agreement period | 6 years |
Commitments and Contingencies97
Commitments and Contingencies - Summary of Future Minimum Payments and Operating Lease Obligations (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 800 |
2,019 | 789 |
2,020 | 260 |
2,021 | 260 |
2,022 | 87 |
Total | $ 2,196 |
Quarterly Results of Operatio98
Quarterly Results of Operation (Unaudited) - Summary of Unaudited Quarterly Results of Operations (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 3,398,000 | $ 183,000 | $ 1,584,000 | $ 1,946,000 | $ 53,000 | $ 1,466,000 | $ 7,111,000 | $ 1,519,000 | |||
Cost of revenue | 3,500,000 | 921,000 | 972,000 | 1,334,000 | 38,000 | 1,031,000 | 6,727,000 | 1,069,000 | |||
Amortization of intangible assets | 2,714,000 | 1,821,000 | 1,687,000 | 1,636,000 | 1,655,000 | 1,709,000 | $ 1,786,000 | $ 1,817,000 | 7,858,000 | 6,967,000 | $ 2,185,000 |
Goodwill impairment | 0 | 61,784,000 | 0 | 61,784,000 | 0 | ||||||
Restructuring and other charges | (21,000) | 3,085,000 | 3,064,000 | ||||||||
Inventory write-down related to restructuring | 2,565,000 | 2,565,000 | |||||||||
Change in fair value of contingent consideration | 800,000 | 773,000 | (774,000) | 1,227,000 | 2,026,000 | 482,000 | (400,000) | ||||
Issuance costs for warrants | 627,000 | 627,000 | |||||||||
Other operating expenses | 14,298,000 | 12,337,000 | 11,538,000 | 13,627,000 | 12,769,000 | 12,278,000 | 11,509,000 | 13,163,000 | 51,800,000 | 49,719,000 | |
Change in fair value of warrant liabilities | 58,521,000 | 22,887,000 | 2,326,000 | 83,734,000 | |||||||
Interest expense, net | 684,000 | 695,000 | 662,000 | 394,000 | 420,000 | 462,000 | 394,000 | 578,000 | 2,435,000 | 1,854,000 | |
Loss before income taxes | (77,119,000) | (39,251,000) | (15,454,000) | (16,272,000) | (14,808,000) | (14,014,000) | (81,123,000) | (15,558,000) | (148,096,000) | (125,503,000) | (47,972,000) |
Income tax benefit | 963,000 | 738,000 | 741,000 | 858,000 | 816,000 | 1,070,000 | 992,000 | 2,645,000 | 3,300,000 | 5,523,000 | 1,024,000 |
Net loss | $ (76,156,000) | $ (38,513,000) | $ (14,713,000) | $ (15,414,000) | $ (13,992,000) | $ (12,944,000) | $ (80,131,000) | $ (12,913,000) | $ (144,796,000) | $ (119,980,000) | $ (46,948,000) |
Net loss per share - basic and diluted | $ (0.40) | $ (0.26) | $ (0.11) | $ (0.13) | $ (0.12) | $ (0.11) | $ (0.70) | $ (0.12) | $ (0.97) | $ (1.07) | $ (0.59) |