Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TRXC | |
Entity Registrant Name | TRANSENTERIX INC. | |
Entity Central Index Key | 876,378 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 203,976,789 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 4,767 | $ 1,946 |
Cost of revenue | 2,555 | 1,334 |
Gross profit | 2,212 | 612 |
Operating Expenses (Income) | ||
Research and development | 5,265 | 6,855 |
Sales and marketing | 5,970 | 3,723 |
General and administrative | 2,676 | 3,049 |
Amortization of intangible assets | 2,827 | 1,636 |
Change in fair value of contingent consideration | 627 | 1,227 |
Gain from sale of SurgiBot assets, net | (11,996) | |
Total Operating Expenses (Income) | 5,369 | 16,490 |
Operating Loss | (3,157) | (15,878) |
Other Income (Expense) | ||
Change in fair value of warrant liabilities | 1,829 | |
Interest expense, net | (386) | (334) |
Other expense | (58) | (60) |
Total Other Income (Expense), net | 1,385 | (394) |
Loss before income taxes | (1,772) | (16,272) |
Income tax benefit | 890 | 858 |
Net loss | (882) | (15,414) |
Other comprehensive income | ||
Foreign currency translation gain | 2,308 | 1,133 |
Comprehensive income (loss) | $ 1,426 | $ (14,281) |
Net loss per share - basic and diluted | $ 0 | $ (0.13) |
Weighted average common shares outstanding - basic and diluted | 199,900 | 121,660 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 87,634 | $ 91,217 |
Accounts receivable, net | 1,837 | 1,536 |
Inventories | 11,644 | 10,817 |
Interest receivable | 101 | 80 |
Other current assets | 8,304 | 9,344 |
Total Current Assets | 109,520 | 112,994 |
Restricted cash | 6,779 | 6,389 |
Property and equipment, net | 6,406 | 6,670 |
Goodwill | 71,954 | 71,368 |
Other long term assets | 283 | 192 |
Total Assets | 246,175 | 250,251 |
Current Liabilities | ||
Accounts payable | 3,614 | 3,771 |
Accrued expenses | 8,222 | 10,974 |
Deferred revenue | 1,018 | 1,088 |
Deferred gain on sale of SurgiBot assets | 7,500 | |
Contingent consideration – current portion | 760 | 719 |
Notes payable - current portion, net of debt discount | 6,583 | 4,788 |
Total Current Liabilities | 20,197 | 28,840 |
Long Term Liabilities | ||
Contingent consideration – less current portion | 12,285 | 11,699 |
Notes payable - less current portion, net of debt discount | 6,863 | 8,385 |
Warrant liabilities | 11,745 | 14,090 |
Net deferred tax liabilities | 7,727 | 8,389 |
Total Liabilities | 58,817 | 71,403 |
Commitments and Contingencies (Note 18) | ||
Stockholders’ Equity | ||
Common stock $0.001 par value, 750,000,000 shares authorized at March 31, 2018 and December 31, 2017; 201,972,831 and 199,282,003 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 201 | 199 |
Additional paid-in capital | 628,332 | 621,261 |
Accumulated deficit | (448,511) | (447,640) |
Accumulated other comprehensive income | 7,336 | 5,028 |
Total Stockholders’ Equity | 187,358 | 178,848 |
Total Liabilities and Stockholders’ Equity | 246,175 | 250,251 |
Intellectual Property, Net [Member] | ||
Current Assets | ||
Intangible assets | $ 51,233 | $ 52,638 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 201,972,831 | 199,282,003 |
Common stock, shares outstanding | 201,972,831 | 199,282,003 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - 3 months ended Mar. 31, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Balance at Dec. 31, 2017 | $ 178,848 | $ 199 | $ 621,261 | $ (447,640) | $ 5,028 | |
Balance, Shares at Dec. 31, 2017 | 199,282 | |||||
Stock-based compensation | 1,834 | 1,834 | ||||
Issuance of common stock and warrants, net of issuance costs | 11 | 11 | ||||
Exercise of stock options and warrants | 2,228 | $ 1 | 2,227 | |||
Exercise of stock options and warrants, Shares | 1,038 | |||||
Award of restricted stock units | 367 | |||||
Return of common stock to pay withholding taxes on restricted stock, Shares | 174 | |||||
Cancellation of treasury stock, Shares | (174) | |||||
Issuance of common stock related to sale of SurgiBot assets | 3,000 | $ 1 | 2,999 | |||
Issuance of common stock related to sale of SurgiBot assets, Shares | 1,286 | |||||
Cumulative effect of change in accounting principle (Note 2) | 11 | 11 | ||||
Other comprehensive income | 2,308 | 2,308 | ||||
Net loss | (882) | (882) | ||||
Balance at Mar. 31, 2018 | $ 187,358 | $ 201 | $ 628,332 | $ (448,511) | $ 7,336 | |
Balance, Shares at Mar. 31, 2018 | 201,973 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Activities | ||
Net loss | $ (882) | $ (15,414) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Gain from sale of SurgiBot assets, net | (11,996) | |
Depreciation | 660 | 532 |
Amortization of intangible assets | 2,827 | 1,636 |
Amortization of debt discount and debt issuance costs | 274 | 31 |
Stock-based compensation | 1,834 | 2,139 |
Deferred tax benefit | (890) | (858) |
Change in fair value of warrant liabilities | (1,829) | |
Change in fair value of contingent consideration | 627 | 1,227 |
Changes in operating assets and liabilities, net of effect of acquisition: | ||
Accounts receivable | (296) | (753) |
Interest receivable | (21) | 2 |
Inventories | (604) | (320) |
Other current and long term assets | 1,171 | (251) |
Accounts payable | (217) | (759) |
Accrued expenses | (2,871) | (1,161) |
Deferred revenue | (86) | |
Net cash and cash equivalents used in operating activities | (12,299) | (13,949) |
Investing Activities | ||
Proceeds related to sale of SurgiBot assets, net | 4,496 | |
Purchase of property and equipment | (218) | (501) |
Proceeds from sale of property and equipment | 17 | |
Net cash and cash equivalents provided by (used in) investing activities | 4,295 | (501) |
Financing Activities | ||
Payment of notes payable | (1,966) | |
Proceeds from issuance of common stock and warrants, net of issuance costs | 11 | 5,304 |
Proceeds from issuance of common stock related to sale of SurgiBot assets | 3,000 | |
Proceeds from exercise of stock options and warrants | 1,712 | |
Net cash and cash equivalents provided by financing activities | 4,723 | 3,338 |
Effect of exchange rate changes on cash and cash equivalents | 88 | 40 |
Net decrease in cash, cash equivalents and restricted cash | (3,193) | (11,072) |
Cash, cash equivalents and restricted cash, beginning of period | 97,606 | 34,590 |
Cash, cash equivalents and restricted cash, end of period | 94,413 | 23,518 |
Supplemental Disclosure for Cash Flow Information | ||
Interest paid | 304 | 233 |
Supplemental Schedule of Noncash Investing and Financing Activities | ||
Transfer of inventories to property and equipment | 71 | |
Issuance of common stock as contingent consideration | $ 5,227 | |
Reclass of warrant liability to common stock and additional paid-in capital | $ 516 |
Organization and Capitalization
Organization and Capitalization | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Capitalization | 1. Organization and Capitalization TransEnterix, Inc. (the “Company”) 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 (the “Senhance System”), which digitizes laparoscopic minimally invasive surgery. The Senhance 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 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. GBIL intends to 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 was received at the second closing in March 2018, which included a $3.0 million equity investment at $2.33 per share of common stock. The remaining $14.0 million, representing minimum royalties, will be paid beginning at the earlier of receipt of Chinese regulatory approval or five years after the second closing date. 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 Asia Pte. Ltd.; TransEnterix Taiwan Ltd.; and TransEnterix Japan KK after giving effect to the Senhance Acquisition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q and the standards of accounting measurement set forth in the Interim Reporting Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Consequently, the Company has not necessarily included in this Form 10-Q all information and footnotes required for audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements in this Form 10-Q contain all adjustments, consisting only of normal recurring adjustments, except as otherwise indicated, necessary for a fair statement of its financial position, results of operations, and cash flows of the Company for all periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any subsequent period or for the entire year. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Fiscal 2017 Form 10-K. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) have been condensed or omitted in the accompanying interim consolidated financial statements. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying Consolidated Financial Statements 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.Á.R.L; TransEnterix Asia Pte. Ltd.; TransEnterix Taiwan Ltd.; and TransEnterix Japan KK. 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 March 31, 2018 includes $6.0 million in a money market account, held in connection with the Company’s notes payable (see Note 13) and $779,000 in cash accounts held as collateral primarily under the terms of an office operating lease, credit cards and automobile leases. 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. 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 one customer who accounted for 74% of the Company’s net accounts receivable at March 31, 2018 and a different customer who constituted 88% of the Company’s net accounts receivable at December 31, 2017. The Company had two customers who accounted for 91% of the Company’s net revenue for the three months ended March 31, 2018 and a different customer who constituted 91% of the Company’s net revenue for the three months ended March 31, 2017. 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. 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 technology 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 technology 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. No impairment existed at March 31, 2018 or 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 March 31, 2018 or December 31, 2017. 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. 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 income (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 on sale of SurgiBot assets in the consolidated balance sheet pending transfer of the assets in March 2018 and was recognized in gain from sale of SurgiBot assets in the consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2018. Warrant Liabilities The Company’s Series B Warrants 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 income (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 income (loss). The net gains and losses included in net loss in the consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2018 and 2017 were not significant. 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 adopted ASC Topic 606, Revenue from Contracts with Customers The Company's system sale arrangements generally contain multiple products and services. For these bundled sale arrangements, the Company accounts for individual products and services as separate performance obligations if they are distinct, which is if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company’s system sale arrangements include a combination of the following performance obligations: system(s), system components, instruments, accessories, and system service. The Company’s system sale arrangements generally include a five-year period of service. The first year of service is generally free and included in the system sale arrangement and the remaining four years are generally included at a stated service price. The Company considers the service terms in the arrangements that are legally enforceable to be performance obligations. Other than service, the Company generally satisfies all of the performance obligations up-front. System components, system accessories, instruments, accessories, and service are also sold on a standalone basis. The Company recognizes revenues as the performance obligations are satisfied by transferring control of the product or service to a customer. The Company generally recognizes revenue for the performance obligations as follows: • System sales. For systems and system components sold directly to end customers, revenue is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement. For systems sold through distributors, for which distributors responsible for installation, revenue is recognized generally at the time of shipment. The Company’s system arrangements generally do not provide a right of return. The systems are generally covered by a one-year warranty. Warranty costs were not material for the periods presented. • Instruments and accessories. Revenue from sales of instruments and accessories is recognized when control is transferred to the customers, which generally occurs at the time of shipment, but also occurs at the time of delivery depending on the customer arrangement. Accessory products include sterile drapes used to help ensure a sterile field during surgery, vision products such as replacement endoscopes, camera heads, light guides, and other items that facilitate use of the Senhance Surgical System. • Service. Service revenue is recognized ratably over the term of the service period as the customers benefit from the service throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when performed. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. Due to limited sales to date, standalone selling prices are not directly observable. The Company estimates the standalone selling price using the market assessment approach considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer, and market conditions. The Company regularly reviews standalone selling prices and updates these estimates if necessary. The following table presents revenue disaggregated by types and geography: Three Months Ended March 31, 2018 2017 (in thousands) (unaudited) U.S. Services $ 21 $ — Total U.S. revenue 21 — Outside of U.S. ("OUS") Systems 3,454 1,572 Instruments and accessories 1,111 277 Services 181 97 Total OUS revenue 4,746 1,946 Total Systems 3,454 1,572 Instruments and accessories 1,111 277 Services 202 97 Total revenue $ 4,767 $ 1,946 The Company recognizes sales by geographic area based on the country in which the customer is based. Transaction price allocated to remaining performance obligations relates to amounts allocated to products and services for which the revenue has not yet been recognized. A significant portion of this amount relates to service obligations performed under the Company's system sales contracts that will be invoiced and recognized as revenue in future periods. Transaction price allocated to remaining performance obligations was approximately $3.7 million as of March 31, 2018. The Company invoices its customers based on the billing schedules in its sales arrangements. Contract assets for the periods presented primarily represent the difference between the revenue that was recognized based on the relative selling price of the related performance obligations and the contractual billing terms in the arrangements. Contract assets are included in accounts receivable and totaled $0.1 million and $0 as of March 31, 2018 and 2017, respectively. Deferred revenue for the periods presented was primarily related to service obligations, for which the service fees are billed up-front, generally annually. The associated deferred revenue is generally recognized ratably over the service period. The Company did not have any significant impairment losses on its contract assets for the periods presented. Revenue recognized for the three months ended March 31, 2018 and 2017, that was included in the deferred revenue balance at the beginning of each reporting period was $0.1 million and $0, respectively. In connection with assets recognized from the costs to obtain a contract with a customer, the Company determined that the sales incentive programs for our sales team do not meet the requirements to be capitalized as the Company does not expect to generate future economic benefits from the related revenue from the initial sales transaction. Cost of Revenue Cost of revenue 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 $1,834,000 and $2,139,000 for the three months ended March 31, 2018 and 2017, 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. In accordance with Staff Accounting Bulletin (“SAB”) No. 118, income tax effects of the Tax Legislation may be refined upon obtaining, preparing, or analyzing additional information during a measurement period, of one year. During the measurement period provisional amounts may be adjusted for the effects, if any, of interpretive guidance issued after December 31, 2017, by U.S. regulatory and standard-setting bodies. Comprehensive Income (Loss) Comprehensive income (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 60% of the Company’s total consolidated assets are located within the U.S. as of March 31, 2018 and December 31, 2017, 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 $99.2 million and $99.9 million at March 31, 2018 and December 31, 2017, respectively. Total assets outside of the U.S. excluding goodwill amounted to 31% and 31% of total consolidated assets at March 31, 2018 and December 31, 2017, respectively. The Company recognizes sales by geographic area based on the country in which the customer is based. For the three months ended March 31, 2018 and 2017, 100% of net revenue was generated in Europe. 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 August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) 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 February 2017, the FASB issued ASU No. 2017-05, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) — Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets The adoption of this ASU did not have an impact on the consolidated financial statements. The Company adopted 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. The Company applied the New Revenue Standard to all contracts and concluded that the timing and measurement of revenue recognition is 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 prior standard, future service billings were considered to be contingent revenue, and therefore, were not included in the consideration allocated. Accordingly, the amount of consideration allocated to the performance obligations identified in the Company’s system arrangements is different under the New Revenue Standard than the amount allocated under the prior 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 recorded a $11,000 cumulative catch-up adjustment to retained earnings in the first quarter of fiscal year 2018, offset by reductions in accounts receivable of $4,000 and deferred revenue of $15,000. Under the prior standard, revenue would have been $8,000 greater in the first quarter of fiscal year 2018 than under the New Revenue Standard. |
Acquisition of Senhance Surgica
Acquisition of Senhance Surgical Robotic System | 3 Months Ended |
Mar. 31, 2018 | |
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, which 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. (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 was payable in installments 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 March 31, 2018, 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. The Senhance Acquisition was accounted for as a business combination utilizing the methodology prescribed in ASC 805. The purchase price for the Senhance Acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 3 Months Ended |
Mar. 31, 2018 | |
Cash Cash Equivalents Restricted Cash And Restricted 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: March 31, December 31, 2018 2017 (In thousands) (unaudited) Cash $ 3,959 $ 4,039 Money market 83,675 87,178 Total cash and cash equivalents $ 87,634 $ 91,217 Restricted cash $ 6,779 $ 6,389 Total $ 94,413 $ 97,606 Restricted cash at March 31, 2018 includes $6.0 million in a money market account, held in connection with the Company’s notes payable and $779,000 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, 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. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2018 | |
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 three months ended March 31, 2018 and the year ended December 31, 2017. 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 March 31, 2018 and December 31, 2017, approximate their fair values due to the short-term nature of these items. The Company’s notes payable balance also approximates fair value as of March 31, 2018 and December 31, 2017, 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 March 31, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): March 31, 2018 (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 $ 87,634 $ — $ — $ 87,634 Restricted cash 6,779 — — 6,779 Total Assets measured at fair value $ 94,413 $ — $ — $ 94,413 Liabilities measured at fair value Contingent consideration $ — $ — $ 13,045 $ 13,045 Warrant liabilities — — 11,745 11,745 Total liabilities measured at fair value $ — $ — $ 24,790 $ 24,790 December 31, 2017 (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 $ 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 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 $0.6 million for the three months ended March 31, 2018 and $1.2 million for the three months ended March 31, 2017 was primarily due to the effect of the passage of time on the fair value measurement and the impact of foreign currency exchange rates. Adjustments associated with the change in fair value of contingent consideration are included in the Company’s consolidated statements of operations and comprehensive income (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. 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. All Series A Warrants were exercised as of December 31, 2017. The change in fair value of warrants for the three months ended March 31, 2018 of $1.8 million was included in the Company’s consolidated statement of operations and comprehensive income (loss). The following table presents the inputs and valuation methodologies used for the Company’s fair value of the Series B warrants: April 28, 2017 Series B March 31, 2018 December 31, 2017 (date of issuance) Fair value $11.7 million $14.1 million $6.2 million Valuation methodology Monte Carlo Monte Carlo Black- Scholes Merton Term 4.08 years 4.33 years 5 years Risk free rate 2.48% 2.13% 1.81% Dividends — — — Volatility 85.60% 80.60% 73.14% Share price $ 1.70 $ 1.93 $ 0.65 Probability of additional financing 25% in 2018 and 75% in 2019 25% in 2018 and 75% in 2019 Not Applicable The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3, with the exception of the warrant liability, which is explained above as of March 31, 2018 and December 31, 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 three months ended March 31, 2018: Fair Value Measurement Reporting Date (Level 3) (In thousands) (unaudited) Common stock Contingent warrants consideration Balance at December 31, 2017 $ 14,090 $ 12,418 Exercise of warrants (516 ) — Change in fair value (1,829 ) 627 Balance at March 31, 2018 $ 11,745 $ 13,045 Current portion — 760 Long term portion 11,745 12,285 Balance at March 31, 2018 $ 11,745 $ 13,045 |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 6. Accounts Receivable, Net The following table presents the components of accounts receivable: March 31, December 31, 2018 2017 (In thousands) (unaudited) Gross accounts receivable $ 1,910 $ 1,609 Allowance for uncollectible accounts (73 ) (73 ) Total accounts receivable, net $ 1,837 $ 1,536 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories The components of inventories are as follows: March 31, December 31, 2018 2017 (In thousands) (unaudited) Finished goods $ 4,268 $ 4,432 Raw materials 7,376 6,385 Total inventories $ 11,644 $ 10,817 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Current Assets | 8. Other Current Assets The following table presents the components of other current assets: March 31, December 31, 2018 2017 (In thousands) (unaudited) Prepaid expenses $ 1,442 $ 1,519 Advances to vendors 6,738 6,403 Other receivables 124 1,422 Total $ 8,304 $ 9,344 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 9. Property and Equipment Property and equipment consisted of the following: March 31, December 31, 2018 2017 (In thousands) (unaudited) Machinery, manufacturing and demonstration equipment $ 11,189 $ 10,866 Computer equipment 2,191 2,187 Furniture 603 598 Leasehold improvements 2,248 2,237 Total property and equipment 16,231 15,888 Accumulated depreciation and amortization (9,825 ) (9,218 ) Property and equipment, net $ 6,406 $ 6,670 Depreciation expense was $660,000 and $532,000, for the three months ended March 31, 2018 and 2017, respectively. |
Goodwill, In-Process Research a
Goodwill, In-Process Research and Development and Intellectual Property | 3 Months Ended |
Mar. 31, 2018 | |
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 three months ended March 31, 2018 is as follows: Goodwill (In (unaudited) Balance at December 31, 2017 $ 71,368 Foreign currency translation impact 586 Balance at March 31, 2018 $ 71,954 Accumulated impairment of goodwill as of March 31, 2018 and December 31, 2017 was $61.8 million. No impairment was recorded as of March 31, 2018 and December 31, 2017. 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. No impairment indicators were noted during the three months ended March 31, 2018. 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. Intellectual Property 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. The components of gross intellectual property, accumulated amortization, and net intellectual property as of March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 December 31, 2017 (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 Net Carrying Amount Developed technology 66,413 (22,539 ) 6,939 50,813 66,413 (19,724 ) 5,529 52,218 Technology and patents purchased 400 (42 ) 62 420 400 (30 ) 50 420 Total intellectual property $ 66,813 $ (22,581 ) $ 7,001 $ 51,233 $ 66,813 $ (19,754 ) $ 5,579 $ 52,638 The weighted average remaining useful life of the developed technology and technology and patents purchased was 4.5 years and 9.1 years, respectively as of March 31, 2018 and 4.8 years and 9.3 years, respectively as of December 31, 2017. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Income taxes have been accounted for using the asset and liability method in accordance with ASC 740 “Income Taxes”. The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate method. The Company estimated an annual effective tax rate of 8.1% for the year ending December 31, 2018. This rate does not include the impact of any discrete items. The Company incurred losses for the three month periods ended March 31, 2018 and is forecasting additional losses through the year, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2018. Due to the Company’s history of losses, there is not sufficient evidence to record a net deferred tax asset associated with the U.S., Luxembourg, Swiss, and Asian operations. Accordingly, a full valuation allowance has been recorded related to the net deferred tax asset in that jurisdiction. Deferred tax assets and liabilities related to the TransEnterix Italia subsidiary have been recorded as a component of purchase accounting as of the acquisition date. The deferred tax benefit during the three months ended March 31, 2018 and 2017, was approximately $0.9 million and $0.9 million, respectively. There is no net deferred tax asset recorded in relation to TransEnterix Italia and accordingly no valuation allowance has been recorded in that jurisdiction. The Company’s effective tax rate for each of the three month periods ended March 31, 2018 and 2017 was 50.2% and 5.3%, respectively. At March 31, 2018, the Company had no unrecognized tax benefits that would affect the Company’s effective tax rate. At December 31, 2017, the Company’s accounting for the 2017 Tax Cuts and Jobs Act was incomplete; however, it expects to complete the accounting by December 2018. Updates to the Company’s calculations may result in changes to the provisional adjustments recorded at year-end. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Liabilities Current [Abstract] | |
Accrued Expenses | 12. Accrued Expenses The following table presents the components of accrued expenses: March 31, December 31, 2018 2017 (In thousands) (unaudited) Taxes and other assessments $ 3,221 $ 3,192 Compensation and benefits 2,959 4,533 Other 739 504 Deferred rent 526 595 Consulting and other vendors 208 1,414 Interest and final payment fee 394 309 Legal and professional fees 175 386 Royalties — 41 Total $ 8,222 $ 10,974 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
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 cannot currently draw on the Second Tranche of $3,000,000. 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, subject to certain cure provisions. 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 March 31, 2018 and December 31, 2017, the unamortized debt discount was $857,000 and $1.0 million, respectively. 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. 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 which is included in interest expense on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2017. 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 by TransEnterix Surgical. 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, the Company 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. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Warrants | 14. Warrants The following table summarizes the change in warrants for the three months ended March 31, 2018: Weighted Weighted Average Average Remaining Weighted Number of Exercise Contractual Average Warrants Price Life (in years) Fair Value Outstanding at December 31, 2017 13,162,668 $ 1.08 4.5 $ 0.39 Exercised (1,182,857 ) 1.44 — — Cancelled (95,600 ) 1.65 — — Outstanding at March 31, 2018 11,884,211 1.03 4.5 $ 0.34 In February 2018, the Company terminated its relationship with a vendor who had been issued warrants to acquire 950,000 shares of common stock (the “Service Warrants”) with staggered vesting requirements. As part of the termination agreement, the Company accelerated the full vesting of the Service Warrants. |
Purchase Agreement, Controlled
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock | 3 Months Ended |
Mar. 31, 2018 | |
Purchase Agreement Controlled Equity Offering And Public Offering Of Common Stock [Abstract] | |
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock | 15. 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 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 2017 Sales Agreement for the periods indicated (in thousands, except per share amounts): 2017 Sales Agreement Year Ended December 31, 2017 Total shares of common stock sold 15,998.5 Average price per share $ 3.13 Gross proceeds $ 50,000 Commissions earned by Stifel $ 1,500 Other issuance costs $ 97 |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | 16 . 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 three months ended March 31, 2018 and 2017, 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. |
Related Person Transactions
Related Person Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | 17. Related Person Transactions 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 9.6% and 16% of the Company’s common stock at March 31, 2018 and 2017, respectively. Expenses for administrative services were approximately $0 and $52,000 for the three months ended March 31, 2018 and 2017, respectively. The services agreement terminated in 2017. 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 | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. 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. On March 31, 2018, the fair value of the contingent consideration was $13.0 million. Legal Proceedings No liability or related charge was recorded to earnings in the Company’s consolidated financial statements for legal contingencies for the three months ended March 31, 2018 or 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. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q and the standards of accounting measurement set forth in the Interim Reporting Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Consequently, the Company has not necessarily included in this Form 10-Q all information and footnotes required for audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements in this Form 10-Q contain all adjustments, consisting only of normal recurring adjustments, except as otherwise indicated, necessary for a fair statement of its financial position, results of operations, and cash flows of the Company for all periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any subsequent period or for the entire year. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Fiscal 2017 Form 10-K. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) have been condensed or omitted in the accompanying interim consolidated financial statements. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying Consolidated Financial Statements 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.Á.R.L; TransEnterix Asia Pte. Ltd.; TransEnterix Taiwan Ltd.; and TransEnterix Japan KK. 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 March 31, 2018 includes $6.0 million in a money market account, held in connection with the Company’s notes payable (see Note 13) and $779,000 in cash accounts held as collateral primarily under the terms of an office operating lease, credit cards and automobile leases. 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. |
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 one customer who accounted for 74% of the Company’s net accounts receivable at March 31, 2018 and a different customer who constituted 88% of the Company’s net accounts receivable at December 31, 2017. The Company had two customers who accounted for 91% of the Company’s net revenue for the three months ended March 31, 2018 and a different customer who constituted 91% of the Company’s net revenue for the three months ended March 31, 2017. |
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. |
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 technology 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 technology 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. No impairment existed at March 31, 2018 or 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 March 31, 2018 or December 31, 2017. |
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. 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 income (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 on sale of SurgiBot assets in the consolidated balance sheet pending transfer of the assets in March 2018 and was recognized in gain from sale of SurgiBot assets in the consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2018. |
Warrant Liabilities | Warrant Liabilities The Company’s Series B Warrants 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 income (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 income (loss). The net gains and losses included in net loss in the consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2018 and 2017 were not significant. |
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 adopted ASC Topic 606, Revenue from Contracts with Customers The Company's system sale arrangements generally contain multiple products and services. For these bundled sale arrangements, the Company accounts for individual products and services as separate performance obligations if they are distinct, which is if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company’s system sale arrangements include a combination of the following performance obligations: system(s), system components, instruments, accessories, and system service. The Company’s system sale arrangements generally include a five-year period of service. The first year of service is generally free and included in the system sale arrangement and the remaining four years are generally included at a stated service price. The Company considers the service terms in the arrangements that are legally enforceable to be performance obligations. Other than service, the Company generally satisfies all of the performance obligations up-front. System components, system accessories, instruments, accessories, and service are also sold on a standalone basis. The Company recognizes revenues as the performance obligations are satisfied by transferring control of the product or service to a customer. The Company generally recognizes revenue for the performance obligations as follows: • System sales. For systems and system components sold directly to end customers, revenue is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement. For systems sold through distributors, for which distributors responsible for installation, revenue is recognized generally at the time of shipment. The Company’s system arrangements generally do not provide a right of return. The systems are generally covered by a one-year warranty. Warranty costs were not material for the periods presented. • Instruments and accessories. Revenue from sales of instruments and accessories is recognized when control is transferred to the customers, which generally occurs at the time of shipment, but also occurs at the time of delivery depending on the customer arrangement. Accessory products include sterile drapes used to help ensure a sterile field during surgery, vision products such as replacement endoscopes, camera heads, light guides, and other items that facilitate use of the Senhance Surgical System. • Service. Service revenue is recognized ratably over the term of the service period as the customers benefit from the service throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when performed. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. Due to limited sales to date, standalone selling prices are not directly observable. The Company estimates the standalone selling price using the market assessment approach considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer, and market conditions. The Company regularly reviews standalone selling prices and updates these estimates if necessary. The following table presents revenue disaggregated by types and geography: Three Months Ended March 31, 2018 2017 (in thousands) (unaudited) U.S. Services $ 21 $ — Total U.S. revenue 21 — Outside of U.S. ("OUS") Systems 3,454 1,572 Instruments and accessories 1,111 277 Services 181 97 Total OUS revenue 4,746 1,946 Total Systems 3,454 1,572 Instruments and accessories 1,111 277 Services 202 97 Total revenue $ 4,767 $ 1,946 The Company recognizes sales by geographic area based on the country in which the customer is based. Transaction price allocated to remaining performance obligations relates to amounts allocated to products and services for which the revenue has not yet been recognized. A significant portion of this amount relates to service obligations performed under the Company's system sales contracts that will be invoiced and recognized as revenue in future periods. Transaction price allocated to remaining performance obligations was approximately $3.7 million as of March 31, 2018. The Company invoices its customers based on the billing schedules in its sales arrangements. Contract assets for the periods presented primarily represent the difference between the revenue that was recognized based on the relative selling price of the related performance obligations and the contractual billing terms in the arrangements. Contract assets are included in accounts receivable and totaled $0.1 million and $0 as of March 31, 2018 and 2017, respectively. Deferred revenue for the periods presented was primarily related to service obligations, for which the service fees are billed up-front, generally annually. The associated deferred revenue is generally recognized ratably over the service period. The Company did not have any significant impairment losses on its contract assets for the periods presented. Revenue recognized for the three months ended March 31, 2018 and 2017, that was included in the deferred revenue balance at the beginning of each reporting period was $0.1 million and $0, respectively. In connection with assets recognized from the costs to obtain a contract with a customer, the Company determined that the sales incentive programs for our sales team do not meet the requirements to be capitalized as the Company does not expect to generate future economic benefits from the related revenue from the initial sales transaction. |
Cost of Revenue | Cost of Revenue Cost of revenue 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 $1,834,000 and $2,139,000 for the three months ended March 31, 2018 and 2017, 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. In accordance with Staff Accounting Bulletin (“SAB”) No. 118, income tax effects of the Tax Legislation may be refined upon obtaining, preparing, or analyzing additional information during a measurement period, of one year. During the measurement period provisional amounts may be adjusted for the effects, if any, of interpretive guidance issued after December 31, 2017, by U.S. regulatory and standard-setting bodies. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (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 60% of the Company’s total consolidated assets are located within the U.S. as of March 31, 2018 and December 31, 2017, 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 $99.2 million and $99.9 million at March 31, 2018 and December 31, 2017, respectively. Total assets outside of the U.S. excluding goodwill amounted to 31% and 31% of total consolidated assets at March 31, 2018 and December 31, 2017, respectively. The Company recognizes sales by geographic area based on the country in which the customer is based. For the three months ended March 31, 2018 and 2017, 100% of net revenue was generated in Europe. |
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 August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) 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 February 2017, the FASB issued ASU No. 2017-05, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) — Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets The adoption of this ASU did not have an impact on the consolidated financial statements. The Company adopted 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. The Company applied the New Revenue Standard to all contracts and concluded that the timing and measurement of revenue recognition is 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 prior standard, future service billings were considered to be contingent revenue, and therefore, were not included in the consideration allocated. Accordingly, the amount of consideration allocated to the performance obligations identified in the Company’s system arrangements is different under the New Revenue Standard than the amount allocated under the prior 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 recorded a $11,000 cumulative catch-up adjustment to retained earnings in the first quarter of fiscal year 2018, offset by reductions in accounts receivable of $4,000 and deferred revenue of $15,000. Under the prior standard, revenue would have been $8,000 greater in the first quarter of fiscal year 2018 than under the New Revenue Standard. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 |
Summary of Revenue Disaggregated by Types and Geography | The following table presents revenue disaggregated by types and geography: Three Months Ended March 31, 2018 2017 (in thousands) (unaudited) U.S. Services $ 21 $ — Total U.S. revenue 21 — Outside of U.S. ("OUS") Systems 3,454 1,572 Instruments and accessories 1,111 277 Services 181 97 Total OUS revenue 4,746 1,946 Total Systems 3,454 1,572 Instruments and accessories 1,111 277 Services 202 97 Total revenue $ 4,767 $ 1,946 |
Cash, Cash Equivalents, and R27
Cash, Cash Equivalents, and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | |
Summary of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consist of the following: March 31, December 31, 2018 2017 (In thousands) (unaudited) Cash $ 3,959 $ 4,039 Money market 83,675 87,178 Total cash and cash equivalents $ 87,634 $ 91,217 Restricted cash $ 6,779 $ 6,389 Total $ 94,413 $ 97,606 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurements Disclosure [Line Items] | |
Summary of Assets Measured at Fair Value on Recurring Basis | The following are the major categories of assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): March 31, 2018 (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 $ 87,634 $ — $ — $ 87,634 Restricted cash 6,779 — — 6,779 Total Assets measured at fair value $ 94,413 $ — $ — $ 94,413 Liabilities measured at fair value Contingent consideration $ — $ — $ 13,045 $ 13,045 Warrant liabilities — — 11,745 11,745 Total liabilities measured at fair value $ — $ — $ 24,790 $ 24,790 December 31, 2017 (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 $ 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 |
Change in Fair Value for All Assets and Liabilities Using Unobservable Level 3 Inputs As Determined By Level 3 Inputs | The following table summarizes the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the three months ended March 31, 2018: Fair Value Measurement Reporting Date (Level 3) (In thousands) (unaudited) Common stock Contingent warrants consideration Balance at December 31, 2017 $ 14,090 $ 12,418 Exercise of warrants (516 ) — Change in fair value (1,829 ) 627 Balance at March 31, 2018 $ 11,745 $ 13,045 Current portion — 760 Long term portion 11,745 12,285 Balance at March 31, 2018 $ 11,745 $ 13,045 |
Level 3 [Member] | |
Fair Value Measurements Disclosure [Line Items] | |
Quantitative Information about Inputs and Valuation Methodologies Used for Fair Value Measurements Classification | The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3, with the exception of the warrant liability, which is explained above as of March 31, 2018 and December 31, 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% |
Series B Warrant [Member] | |
Fair Value Measurements Disclosure [Line Items] | |
Quantitative Information about Inputs and Valuation Methodologies Used for Fair Value Measurements Classification | The following table presents the inputs and valuation methodologies used for the Company’s fair value of the Series B warrants: April 28, 2017 Series B March 31, 2018 December 31, 2017 (date of issuance) Fair value $11.7 million $14.1 million $6.2 million Valuation methodology Monte Carlo Monte Carlo Black- Scholes Merton Term 4.08 years 4.33 years 5 years Risk free rate 2.48% 2.13% 1.81% Dividends — — — Volatility 85.60% 80.60% 73.14% Share price $ 1.70 $ 1.93 $ 0.65 Probability of additional financing 25% in 2018 and 75% in 2019 25% in 2018 and 75% in 2019 Not Applicable |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table presents the components of accounts receivable: March 31, December 31, 2018 2017 (In thousands) (unaudited) Gross accounts receivable $ 1,910 $ 1,609 Allowance for uncollectible accounts (73 ) (73 ) Total accounts receivable, net $ 1,837 $ 1,536 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventories are as follows: March 31, December 31, 2018 2017 (In thousands) (unaudited) Finished goods $ 4,268 $ 4,432 Raw materials 7,376 6,385 Total inventories $ 11,644 $ 10,817 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | The following table presents the components of other current assets: March 31, December 31, 2018 2017 (In thousands) (unaudited) Prepaid expenses $ 1,442 $ 1,519 Advances to vendors 6,738 6,403 Other receivables 124 1,422 Total $ 8,304 $ 9,344 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: March 31, December 31, 2018 2017 (In thousands) (unaudited) Machinery, manufacturing and demonstration equipment $ 11,189 $ 10,866 Computer equipment 2,191 2,187 Furniture 603 598 Leasehold improvements 2,248 2,237 Total property and equipment 16,231 15,888 Accumulated depreciation and amortization (9,825 ) (9,218 ) Property and equipment, net $ 6,406 $ 6,670 |
Goodwill, In-Process Research33
Goodwill, In-Process Research and Development and Intellectual Property (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Carrying Value of Goodwill and Change in Balance | The carrying value of goodwill and the change in the balance for the three months ended March 31, 2018 is as follows: Goodwill (In (unaudited) Balance at December 31, 2017 $ 71,368 Foreign currency translation impact 586 Balance at March 31, 2018 $ 71,954 |
Carrying Value of Company's Intangible Assets and Change in Balance | The components of gross intellectual property, accumulated amortization, and net intellectual property as of March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 December 31, 2017 (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 Net Carrying Amount Developed technology 66,413 (22,539 ) 6,939 50,813 66,413 (19,724 ) 5,529 52,218 Technology and patents purchased 400 (42 ) 62 420 400 (30 ) 50 420 Total intellectual property $ 66,813 $ (22,581 ) $ 7,001 $ 51,233 $ 66,813 $ (19,754 ) $ 5,579 $ 52,638 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses | The following table presents the components of accrued expenses: March 31, December 31, 2018 2017 (In thousands) (unaudited) Taxes and other assessments $ 3,221 $ 3,192 Compensation and benefits 2,959 4,533 Other 739 504 Deferred rent 526 595 Consulting and other vendors 208 1,414 Interest and final payment fee 394 309 Legal and professional fees 175 386 Royalties — 41 Total $ 8,222 $ 10,974 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Summary of Change in Warrant | The following table summarizes the change in warrants for the three months ended March 31, 2018: Weighted Weighted Average Average Remaining Weighted Number of Exercise Contractual Average Warrants Price Life (in years) Fair Value Outstanding at December 31, 2017 13,162,668 $ 1.08 4.5 $ 0.39 Exercised (1,182,857 ) 1.44 — — Cancelled (95,600 ) 1.65 — — Outstanding at March 31, 2018 11,884,211 1.03 4.5 $ 0.34 |
Purchase Agreement, Controlle36
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Purchase Agreement Controlled Equity Offering And Public Offering Of Common Stock [Abstract] | |
Schedule of Total Sales under 2017 Sales Agreement | The following table summarizes the total sales under the 2017 Sales Agreement for the periods indicated (in thousands, except per share amounts): 2017 Sales Agreement Year Ended December 31, 2017 Total shares of common stock sold 15,998.5 Average price per share $ 3.13 Gross proceeds $ 50,000 Commissions earned by Stifel $ 1,500 Other issuance costs $ 97 |
Organization and Capitalizati37
Organization and Capitalization - Additional Information (Detail) - USD ($) | Dec. 18, 2017 | Dec. 31, 2017 | Mar. 31, 2018 | Dec. 06, 2013 |
Organization And Capitalization [Line Items] | ||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||
Preferred stock, shares authorized | 25,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 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 including equity investment | $ 7,500,000 | |||
Distribution agreement, equity investment | $ 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 Accoun38
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)Segment | |
Accounting Policies [Line Items] | |||
Impairment charges | $ 0 | $ 0 | |
Deferred gain on sale of SurgiBot assets | 7,500,000 | ||
Period of service sale arrangement | 5 years | ||
Period of service sale arrangement at stated service price | 4 years | ||
Product warranty | 1 year | ||
Revenue, remaining performance obligation | $ 3,700,000 | ||
Contract assets included in accounts receivable | 100,000 | $ 0 | |
Revenue recognized, included in deferred revenue | $ 100,000 | 0 | |
Statutory income tax rate | 21.00% | ||
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 | ||
Tax cuts and jobs act of 2017, measurement period | 1 year | ||
Number of business segments | Segment | 1 | ||
Assets | $ 246,175,000 | $ 250,251,000 | |
Cumulative catch-up adjustment to retained earnings | 11,000 | ||
Reductions in accounts receivable | (296,000) | (753,000) | |
ASU 2014-09 [Member] | |||
Accounting Policies [Line Items] | |||
Cumulative catch-up adjustment to retained earnings | 11,000 | ||
Reductions in accounts receivable | 4,000 | ||
Deferred revenue | 15,000 | ||
ASU 2014-09 [Member] | Prior Standard, Revenue [Member] | |||
Accounting Policies [Line Items] | |||
Deferred revenue | $ 8,000 | ||
U.S. [Member] | |||
Accounting Policies [Line Items] | |||
Percentage of total consolidated assets | 60.00% | 60.00% | |
Europe [Member] | |||
Accounting Policies [Line Items] | |||
Assets | $ 99,200,000 | $ 99,900,000 | |
International [Member] | |||
Accounting Policies [Line Items] | |||
Percentage of total consolidated assets, excluding goodwill | 31.00% | 31.00% | |
Stock Options [Member] | |||
Accounting Policies [Line Items] | |||
Share based compensation, expense recognized | $ 1,834,000 | $ 2,139,000 | |
Patents [Member] | |||
Accounting Policies [Line Items] | |||
Amortization period | 10 years | ||
Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Amortization period | 5 years | ||
Minimum [Member] | Developed Technology [Member] | |||
Accounting Policies [Line Items] | |||
Amortization period | 5 years | ||
Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Amortization period | 10 years | ||
Maximum [Member] | Developed Technology [Member] | |||
Accounting Policies [Line Items] | |||
Amortization period | 7 years | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk Percentage | 74.00% | 88.00% | |
Customer Concentration Risk [Member] | Sales [Member] | Two Customer [Member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk Percentage | 91.00% | 91.00% | |
Geographic Concentration Risk [Member] | Sales [Member] | Europe [Member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk Percentage | 100.00% | 100.00% | |
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 | $ 779,000 | $ 389,000 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Summary of Estimated Lives of Assets (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
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 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Summary of Revenue Disaggregated by Types and Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 4,767 | $ 1,946 |
Systems [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 3,454 | 1,572 |
Instruments and Accessories [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 1,111 | 277 |
Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 202 | 97 |
U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 21 | |
U.S. [Member] | Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 21 | |
Outside of U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 4,746 | 1,946 |
Outside of U.S. [Member] | Systems [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 3,454 | 1,572 |
Outside of U.S. [Member] | Instruments and Accessories [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 1,111 | 277 |
Outside of U.S. [Member] | Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 181 | $ 97 |
Acquisition of Senhance Surgi41
Acquisition of Senhance Surgical Robotic System - Additional Information (Detail) | Dec. 30, 2016EUR (€)shares | Sep. 21, 2015USD ($)shares | Mar. 31, 2018EUR (€) | Dec. 31, 2016USD ($) | 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 | ||||
Senhance Surgical Robotic System Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Common shares issued | shares | 15,543,413 | ||||
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 | ||||
Aggregate fair market value | € 5,000,000 | ||||
Aggregate fair market value payment | € 5,000,000 | ||||
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] | 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% |
Cash, Cash Equivalents, and R42
Cash, Cash Equivalents, and Restricted Cash - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 3,959 | $ 4,039 | ||
Money market | 83,675 | 87,178 | ||
Total cash and cash equivalents | 87,634 | 91,217 | ||
Restricted cash | 6,779 | 6,389 | ||
Total | $ 94,413 | $ 97,606 | $ 23,518 | $ 34,590 |
Cash, Cash Equivalents, and R43
Cash, Cash Equivalents, and Restricted Cash - Additional Information (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 6,779,000 | $ 6,389,000 |
Held In Cash Money Market Account [Member] | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash | 6,000,000 | 6,000,000 |
Held In Cash Collateral Accounts [Member] | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 779,000 | $ 389,000 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) - USD ($) | Apr. 28, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Fair Value Measurements Disclosure [Line Items] | ||||
Transfers of assets between Level 1, Level 2, and Level 3 of the fair value hierarchy | $ 0 | $ 0 | ||
Transfers of liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy | $ 0 | $ 0 | ||
Warrants to purchase common shares | 24,900,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Offering price | 1 | |||
Change in fair value of warrant liabilities | $ 1,829,000 | |||
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 | |||
Estimated fair value of warrants | $ 6,200,000 | $ 11,700,000 | $ 14,100,000 | |
Fair value input, term | 5 years | 4 years 29 days | 4 years 3 months 29 days | |
Fair value input, risk free rate | 1.81% | 2.48% | 2.13% | |
Fair value input, volatility | 73.14% | 85.60% | 80.60% | |
Fair value input, share price | $ 0.65 | $ 1.70 | $ 1.93 | |
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 | |||
Common Stock [Member] | Series B Warrant [Member] | ||||
Fair Value Measurements Disclosure [Line Items] | ||||
Number of common stock or warrants in each unit | 0.75 | |||
Senhance Surgical Robotic System Acquisition [Member] | ||||
Fair Value Measurements Disclosure [Line Items] | ||||
Fair value of contingent consideration | $ 600,000 | $ 1,200,000 |
Fair Value - Summary of Assets
Fair Value - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Assets measured at fair value | ||
Cash and cash equivalents | $ 87,634 | $ 91,217 |
Restricted cash | 6,779 | 6,389 |
Total Assets measured at fair value | 94,413 | 97,606 |
Liabilities measured at fair value | ||
Contingent consideration | 13,045 | 12,418 |
Warrant liabilities | 11,745 | 14,090 |
Total liabilities measured at fair value | 24,790 | 26,508 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets measured at fair value | ||
Cash and cash equivalents | 87,634 | 91,217 |
Restricted cash | 6,779 | 6,389 |
Total Assets measured at fair value | 94,413 | 97,606 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities measured at fair value | ||
Contingent consideration | 13,045 | 12,418 |
Warrant liabilities | 11,745 | 14,090 |
Total liabilities measured at fair value | $ 24,790 | $ 26,508 |
Fair Value - Quantitative Infor
Fair Value - Quantitative Information about Inputs and Valuation Methodologies Used for Fair Value Measurements Classification (Detail) - USD ($) $ / shares in Units, $ in Millions | Apr. 28, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Senhance Surgical Robotic System Acquisition [Member] | Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration [Member] | |||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |||
Probability of occurrence | 100.00% | ||
Senhance Surgical Robotic System Acquisition [Member] | Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration [Member] | Minimum [Member] | |||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |||
Milestone dates | 2,018 | ||
Discount rate | 7.50% | ||
Senhance Surgical Robotic System Acquisition [Member] | Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration [Member] | Maximum [Member] | |||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |||
Milestone dates | 2,020 | ||
Discount rate | 12.00% | ||
Series B Warrant [Member] | |||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |||
Estimated fair value of warrants | $ 6.2 | $ 11.7 | $ 14.1 |
Valuation methodology | Black- Scholes Merton | Monte Carlo | Monte Carlo |
Fair value input, term | 5 years | 4 years 29 days | 4 years 3 months 29 days |
Fair value input, risk free rate | 1.81% | 2.48% | 2.13% |
Fair value input, volatility | 73.14% | 85.60% | 80.60% |
Share price | $ 0.65 | $ 1.70 | $ 1.93 |
Probability of additional financing in 2018 | 25.00% | 25.00% | |
Probability of additional financing in 2019 | 75.00% | 75.00% |
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) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Common Stock Warrants [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 14,090 |
Exercise of warrants | (516) |
Change in fair value | (1,829) |
Long-term portion | 11,745 |
Ending balance | 11,745 |
Contingent Consideration [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 12,418 |
Change in fair value | 627 |
Current portion | 760 |
Long-term portion | 12,285 |
Ending balance | $ 13,045 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,910 | $ 1,609 |
Allowance for uncollectible accounts | (73) | (73) |
Total accounts receivable, net | $ 1,837 | $ 1,536 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,268 | $ 4,432 |
Raw materials | 7,376 | 6,385 |
Total inventories | $ 11,644 | $ 10,817 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,442 | $ 1,519 |
Advances to vendors | 6,738 | 6,403 |
Other receivables | 124 | 1,422 |
Total | $ 8,304 | $ 9,344 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 16,231 | $ 15,888 |
Accumulated depreciation and amortization | (9,825) | (9,218) |
Property and equipment, net | 6,406 | 6,670 |
Machinery, Manufacturing and Demonstration Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 11,189 | 10,866 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 2,191 | 2,187 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 603 | 598 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 2,248 | $ 2,237 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $ 660,000 | $ 532,000 |
Goodwill, In-Process Research53
Goodwill, In-Process Research and Development and Intellectual Property - Additional Information (Detail) - USD ($) | Sep. 21, 2015 | Mar. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | $ 71,954,000 | $ 71,368,000 | ||
Accumulated impairment of goodwill | 61,800,000 | 61,800,000 | ||
Goodwill impairment | $ 0 | $ 0 | $ 0 | |
In-Process Research and Development [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Discount rate | 45.00% | |||
Intellectual Property [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Discount rate | 45.00% | |||
Technology and Patents Purchased [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Weighted average remaining useful life | 9 years 1 month 6 days | 9 years 3 months 18 days | ||
Developed Technology [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Weighted average remaining useful life | 4 years 6 months | 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 | $ 38,300,000 | |||
Intellectual property | $ 48,500,000 | |||
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 Research54
Goodwill, In-Process Research and Development and Intellectual Property - Carrying Value of Goodwill and Change in Balance (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 71,368 |
Foreign currency translation impact | 586 |
Ending balance | $ 71,954 |
Goodwill, In-Process Research55
Goodwill, In-Process Research and Development and Intellectual Property - Summary of Gross Intellectual Property, Accumulated Amortization, and Net Intellectual Property (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 66,413 | $ 66,413 |
Accumulated Amortization | (22,539) | (19,724) |
Foreign currency translation impact | 6,939 | 5,529 |
Net Carrying Amount | 50,813 | 52,218 |
Technology and Patents Purchased [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 400 | 400 |
Accumulated Amortization | (42) | (30) |
Foreign currency translation impact | 62 | 50 |
Net Carrying Amount | 420 | 420 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 66,813 | 66,813 |
Accumulated Amortization | (22,581) | (19,754) |
Foreign currency translation impact | 7,001 | 5,579 |
Net Carrying Amount | $ 51,233 | $ 52,638 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Estimated annual effective tax rate | 8.10% | ||
Deferred tax benefit | $ 890,000 | $ 858,000 | |
Effective tax rate | 50.20% | 5.30% | |
Unrecognized tax benefits | $ 0 | ||
Accounting for the 2017 tax cuts and jobs act was complete | false |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities Current [Abstract] | ||
Taxes and other assessments | $ 3,221 | $ 3,192 |
Compensation and benefits | 2,959 | 4,533 |
Other | 739 | 504 |
Deferred rent | 526 | 595 |
Consulting and other vendors | 208 | 1,414 |
Interest and final payment fee | 394 | 309 |
Legal and professional fees | 175 | 386 |
Royalties | 41 | |
Total | $ 8,222 | $ 10,974 |
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 | Mar. 31, 2018 | 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 | |||||||||
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] | ||||||||||
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] | ||||||||||
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 | $ 857,000 | $ 1,000,000 | ||||||||
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 |
Warrants - Summary of Change in
Warrants - Summary of Change in Warrant (Detail) - Warrants Not Settleable in Cash [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Outstanding, Beginning balance | 13,162,668 | |
Number of Warrants, Exercised | (1,182,857) | |
Number of Warrants, Cancelled | (95,600) | |
Number of Warrants, Outstanding, Ending balance | 11,884,211 | 13,162,668 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.08 | |
Weighted Average Exercise Price, Exercised | 1.44 | |
Weighted Average Exercise Price, Cancelled | 1.65 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 1.03 | $ 1.08 |
Weighted Average Remaining Contractual Life, Outstanding | 4 years 6 months | 4 years 6 months |
Weighted Average Fair Value, Outstanding, Beginning balance | $ 0.39 | |
Weighted Average Fair Value, Outstanding, Ending balance | $ 0.34 | $ 0.39 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Service agreement termination description | In February 2018, the Company terminated its relationship with a vendor who had been issued warrants to acquire 950,000 shares of common stock (the “Service Warrants”) with staggered vesting requirements. As part of the termination agreement, the Company accelerated the full vesting of the Service Warrants. |
Purchase Agreement, Controlle61
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock - Additional Information (Detail) - USD ($) | Aug. 31, 2017 | Apr. 28, 2017 | Apr. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 16, 2016 |
Stockholders Equity Common Stock [Line Items] | ||||||
Warrants to purchase common shares | 24,900,000 | |||||
Offering price | $ 1 | |||||
Gross proceeds from public offering | $ 24,900,000 | |||||
Net proceeds from public offering | $ 23,200,000 | |||||
Warrants exercised | 0 | |||||
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 | ||||
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 | |||||
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, Controlle62
Purchase Agreement, Controlled Equity Offering and Public Offering of Common Stock - Schedule of Total Sales under 2017 Sales Agreement (Detail) - Stifel, Nicolaus & Company, Incorporated [Member] - 2017 Sales Agreement [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Sale And Issue Of Shares Under Agreement [Line Items] | |
Total shares of common stock sold | shares | 15,998,500 |
Average price per share | $ / shares | $ 3.13 |
Gross proceeds | $ 50,000 |
Commissions earned by Stifel | 1,500 |
Other issuance costs | $ 97 |
Basic and Diluted Net Loss pe63
Basic and Diluted Net Loss per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Basic And Diluted Earning Per Share [Abstract] | ||
Adjustment to weighted average outstanding common shares | 0 | 0 |
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, 2015shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Jan. 04, 2017$ / shares |
Related Party Transaction [Line Items] | |||||||
Fair value of contingent consideration | $ 13,045,000 | $ 12,418,000 | |||||
Senhance Surgical Robotic System Acquisition [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Reduction of contingent consideration | 600,000 | $ 1,200,000 | |||||
Common shares issued | shares | 15,543,413 | ||||||
Fair value of contingent consideration | 13,000,000 | $ 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 | ||||||
Sofar [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses for administrative services with related party | $ 0 | $ 52,000 | |||||
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 | 9.60% | 16.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) € in Millions | Jan. 04, 2017EUR (€) | Dec. 30, 2016EUR (€)shares | Sep. 21, 2015shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | ||||||
Fair value of contingent consideration | $ 13,045,000 | $ 12,418,000 | ||||
Liability or related charge recorded for legal contingencies | 0 | 0 | ||||
Senhance Surgical Robotic System Acquisition [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Contingent consideration related to acquisition | 600,000 | $ 1,200,000 | ||||
Common shares issued | shares | 15,543,413 | |||||
Fair value of contingent consideration | $ 13,000,000 | $ 12,400,000 | ||||
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 |