Notes to Consolidated Financial Statements
1. Organization and Capitalization
Asensus Surgical, Inc. (formerly known as TransEnterix, Inc.) (the "Company") is a medical device company that is digitizing the interface between the surgeon and the patient to pioneer a new era of Performance-Guided Surgery™ by unlocking clinical intelligence for surgeons to enable consistently superior outcomes and a new standard of surgery. The Company is focused on the market development for and commercialization of the Senhance® Surgical System, which digitizes laparoscopic minimally invasive surgery, or MIS. The Senhance System is the first and only digital, multi-port laparoscopic platform designed to maintain laparoscopic MIS standards while providing digital benefits such as haptic feedback, robotic precision, comfortable ergonomics, advanced instrumentation including 3mm microlaparoscopic instruments, 5mm articulating instruments, eye-sensing camera control and fully-reusable standard instruments to help maintain per-procedure costs similar to traditional laparoscopy.
The Senhance System is available for sale in Europe, the United States, Japan, Taiwan, Russia and select other countries.
• The Senhance System has a CE Mark in Europe for adult and pediatric laparoscopic abdominal and pelvic surgery, as well as limited thoracic surgeries excluding cardiac and vascular surgery.
• In the United States, the Company has received 510(k) clearance from the FDA for use of the Senhance System in general laparoscopic surgical procedures and laparoscopic gynecologic surgery in a total of 31 indicated procedures, including benign and oncologic procedures, laparoscopic inguinal, hiatal and paraesophageal hernia, sleeve gastrectomy and laparoscopic cholecystectomy (gallbladder removal) surgery.
• In Japan, the Company has received regulatory approval and reimbursement for 98 laparoscopic procedures.
• The Senhance System has received its registration certificate by the Russian medical device regulatory agency, Roszdravnadzor, allowing for its sale and utilization throughout the Russian Federation.
In 2020, the Company obtained regulatory clearance for the Senhance ultrasonic system in Taiwan and Japan. On February 12, 2020, the Company expanded its claims in the EU for the Senhance System to include pediatric patients, allowing accessibility to more surgeons and patients, as well as expanding its potential market to include pediatric hospitals in Europe. The Company anticipates the robotic precision provided by the Senhance System, coupled with the already available 3mm diameter instruments, will prove to be an effective tool in surgery with smaller patients.
On March 13, 2020, the Company announced that it received FDA clearance for the Intelligent Surgical Unit™ (ISU™) for use with the Senhance System. The Company believes it is the first such FDA submission seeking clearance for machine vision technology in abdominal robotic surgery. On September 23, 2020, the Company announced the first surgical procedures successfully completed using the ISU. On September 1, 2021, the Company announced that it received FDA clearance for an expansion of machine vision capabilities. On January 19, 2021, the Company announced that it received CE Mark for the ISU. Lastly, on July 28, 2021, the Company announced that it received FDA clearance for 5mm diameter articulating instruments, offering better access to difficult-to-reach areas of the anatomy by providing two additional degrees of freedom. These instruments have previously received CE Mark for use in the EU.
The Company has also developed the SurgiBot System, a single-port, robotically enhanced laparoscopic surgical platform. In December 2017, the Company entered into an agreement with Great Belief International Limited, or GBIL, to advance the SurgiBot System towards global commercialization. The agreement transferred ownership of the SurgiBot System assets to GBIL, while the Company retained the option to distribute or co-distribute the SurgiBot System outside of China. GBIL intends to manufacture the SurgiBot System in China, obtain Chinese regulatory clearance from the National Medical Products Administration ("NMPA"), and commercialize in the Chinese market. The agreement provides the Company with proceeds of at least $29.0 million, of which $15.0 million has been received to date. The remaining $14.0 million represents future minimum royalties payable beginning at the earlier of receipt of Chinese regulatory approval or March 2023. In estimating the consideration in this transaction, the Company applied the guidance on constraining estimates of variable consideration. The Company reassesses the estimate every reporting period and the variable consideration will be adjusted when it is deemed no longer constrained.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its direct and indirect wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.
Reclassifications
Certain amounts reported previously have been reclassified to conform to the current year presentation, with no effect on stockholders’ equity or net loss as previously reported. These reclassifications relate to the (gain) loss on extinguishment of debt which was historically included in interest expense on the consolidated statements of operations for the year ended December 31, 2019.
Liquidity
The Company had an accumulated deficit of $785.4 million and working capital of $103.4 million as of December 31, 2021. The Company has not established sufficient sales revenues to cover its operating costs and believes it may require additional capital in the future to proceed with its operating plan.
The Company believes the COVID-19 pandemic will continue to negatively impact its operations and ability to implement its market development efforts, which will have a negative effect on its financial condition.
In 2021, the Company raised additional capital through equity offerings, including raising net proceeds of $73.4 million in a January 2021 public offering, $28.6 million in a January 2021 registered direct offering, and $27.3 million in an at-the-market offering launched in 2020 (the “2020 ATM Offering”). Additionally, in 2021, the Company launched the 2021 ATM Offering and raised proceeds, net of legal costs and commissions, of $2.8 million under this offering during the year ended December 31, 2021. Also, certain holders of our Series B, Series C, and D warrants to purchase shares of our common stock exercised such warrants in 2021 for aggregate proceeds to the Company of $30.6 million.
As of December 31, 2021, the Company had cash, cash equivalents, short-term and long-term investments, excluding restricted cash, of $135.8 million.
While the Company believes that its existing cash, cash equivalents, and short-term investments as of December 31, 2021 will be sufficient to sustain operations for at least the next 12 months from the issuance of these consolidated financial statements, the Company believes it may need to obtain additional financing in the future to proceed with its business plan. Management's plan to obtain additional resources for the Company may include additional sales of equity under the 2021 ATM Offering or otherwise, traditional financing, such as loans, entry into a strategic collaboration, entry into an out-licensing arrangement or provision of additional distribution rights in some or all of our markets. However, management cannot provide any assurance that the Company will be successful in accomplishing any or all of its plans and be able to secure additional funding when needed on terms acceptable to the Company, or at all.
Risk and Uncertainties
The Company is subject to risks similar to other similarly sized companies in the medical device industry. These risks include, without limitation: potential negative impacts on the Company's operations caused by the COVID-19 pandemic, including new variants of the virus; the historical lack of profitability; the Company’s ability to raise additional capital; the success of its market development efforts, the liquidity and capital resources of its partners; 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, the European Union, Japan, Taiwan, and other countries in which the Company operates or intends to operate; its ability to attract and retain key management, marketing and scientific personnel; 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 company; competition in the market for robotic surgical devices; and its ability to identify and pursue development of additional products.
The COVID-19 pandemic had a significant impact on the Company in 2021 and continues to have a significant impact on its operations, primarily due to the continued repeated temporary cessation of elective surgical procedures in many markets, and the challenges and restrictions caused by stay-at-home orders, social distancing requirements and travel restrictions. The Company’s business and customers were negatively impacted by the COVID-19 pandemic, which suspended many elective surgical procedures globally, curtailed travel and necessarily diverted the attention of hospital customers. A variety of travel restrictions have caused delays in product installation and training activities. This has significantly impacted the Company’s ability to implement its market development activities to place Senhance Systems, provide training, and increase the use of the Senhance Systems in place. Given the dynamic nature of this health emergency, the full impact of the COVID-19 pandemic on ongoing business, results of operations and overall financial performance cannot be reasonably estimated at this time.
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 consolidated 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 impairment considerations for long- term assets, fair value estimates related to contingent consideration, warrant liabilities, stock compensation expense, revenue recognition, accounts receivable reserves, short-term and long-term investments, excess and obsolete inventory reserves, inventory classification between current and non-current, measurement of lease liabilities and corresponding right-of-use (“ROU”) assets, and deferred tax asset valuation allowances.
Principles of Consolidation and Foreign Currency Considerations
The accompanying consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, Asensus Surgical US, Inc., Asensus International, Inc., Asensus Surgical Italia S.r.l., Asensus Surgical Europe S.à.r.l., Asensus Surgical Taiwan Ltd., Asensus Surgical Japan K.K., Asensus Surgical Israel Ltd., Asensus Surgical Netherlands B.V., and Asensus Surgical Canada, Inc. All inter-company accounts and transactions have been eliminated in consolidation.
The functional currency of the Company’s operational foreign subsidiaries is predominantly the Euro. 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 statements of operations and comprehensive loss. The net gains and losses included in net loss in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021, 2020, and 2019 were not significant.
Cash and Cash Equivalents, Restricted Cash, and Investments
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 as of December 31, 2021 and 2020 includes $1.2 million and $1.2 million, respectively, in cash accounts held as collateral primarily under the terms of an office operating lease, credit cards, and automobile leases.
The Company’s investments as of December 31, 2021 consisted of commercial paper and corporate bonds and were classified as available-for-sale. Investments classified as available-for-sale are measured at fair value, and net unrealized gains and losses are recorded as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets until realized. Realized gains and losses on sales of investment securities are determined based on the specific-identification method and are recorded in interest income, net. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization and accretion is included in interest expense, net. The Company held no investments as of December 31, 2020. The Company recognized an immaterial amount of gross realized losses for the year ending December 31, 2021. There were no gross realized gains for the year ended December 31, 2021. There were no gross realized gain or losses recorded for the years ended December 31, 2020 and 2019. The Company reclassified an immaterial amount of unrealized losses from accumulated other comprehensive income (loss) for the year ended December 31, 2021 with no related reclassification for the years ended December 31, 2020 and 2019. Investments with remaining maturities at date of purchase greater than 90 days and remaining maturities as of the reporting period less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments.
Concentrations and Credit Risk
The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, and investments, including amounts held in money market funds, commercial paper, and corporate bonds. 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 domestic cash deposits may at times exceed the Federal Deposit Insurance Corporation’s 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. Investments are stated at their estimated fair values, based on quoted market prices for the same or similar instruments. The counterparties to the agreements relating to the Company’s investments consist of various major corporations, financial institutions, and government agencies of high credit standing.
The Company’s accounts receivable are derived from sales and leases to customers located throughout the world. The Company evaluates its customers’ financial condition and, generally, requires no collateral from its customers. The Company provided reserves for potential credit losses and recorded $0.1 million, $0 million, and $1.6 million in bad debt charges during the years ended December 31, 2021, 2020 and 2019, respectively. The Company had three customers who constituted 61% of the Company’s net accounts receivable as of December 31, 2021. The Company had seven customers who constituted 68% of the Company’s net accounts receivable at December 31, 2020. The Company had two customers who accounted for 52% of revenue in 2021, nine customers who accounted for 55% of revenue in 2020, and six customers who accounted for 82% of revenue in 2019.
Accounts Receivable
Accounts receivable are recorded at net realizable value, which includes an allowance for estimated uncollectible accounts. The allowance for uncollectible accounts was determined on a customer specific basis based on deemed collectability. The allowance for doubtful accounts was $1.7 million and $1.8 million as of December 31, 2021 and December 31, 2020, respectively.
Inventories
Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Any inventory on hand at the measurement date in excess of the Company's current requirements based on anticipated levels of sales is classified as long-term on the Company's consolidated balance sheets. The Company's classification of long-term inventory requires it to estimate the portion of on hand inventory that can be realized over the upcoming twelve months.
Identifiable Intangible Assets
Definite-Lived Intangible Assets - Intellectual Property
Intellectual property consists of purchased patent rights and developed technology acquired as part of a business acquisition. Developed technology includes reclassified in-process research and development (“IPR&D”) assets related to (i) the Senhance System acquired in 2015 and reclassified in 2017 and (ii) the MST acquisition in 2018 and reclassified in 2020. 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.
The Company periodically evaluates intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To determine the recoverability, 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 assets, then such assets are written down to their fair value. No impairment of intellectual property was identified during the year ended December 31, 2021, 2020 and 2019.
Indefinite-Lived Intangible Assets
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. To determine the recoverability, the Company evaluates the probability that future estimated discounted 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 assets, then such assets are written down to their fair value.
The Company reclassifies IPR&D assets to intellectual property when development is complete, which generally occurs upon regulatory approval when the Company is able to commercialize products. The completed IPR&D assets are then classified as definite-lived intangible assets 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 Company performed an impairment test of its IPR&D at the end of the third quarter 2019 as events and changes in market conditions indicated that the asset might be impaired. During the third quarter of 2019, the Company concluded that the fair value determined by the market value approach was lower than the carrying value and recognized a $7.9 million impairment charge to its IPR&D. The Company performed its annual impairment assessment at December 31, 2019 and no additional impairment was required. As of December 31, 2020, all IPR&D asset development was completed and reclassified to intellectual property.
Property and Equipment
Property and equipment consists primarily of operating lease Senhance System assets, machinery, manufacturing equipment, demonstration equipment, computer equipment, furniture, and leasehold improvements, and purchased software which are recorded at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:
| Years |
Operating lease assets – Senhance System leasing | | | 5 | |
Machinery, manufacturing, and demonstration equipment | | 3 | - | 5 |
Computer equipment | | | 3 | |
Furniture | | | 5 | |
Leasehold improvements | Lesser of lease term or 3 to 10 |
Purchased Software | | | 5 | |
The Company reviews its property and equipment 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 did not identify any impairment during the years ended December 31, 2021, 2020, and 2019.
Operating Leases
We have operating leases for our corporate office buildings, vehicles, and machinery and equipment. At inception, we determine whether an agreement represents a lease and, at commencement, we evaluate each lease agreement to determine whether the lease constitutes an operating or financing lease.
On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected, for all classes of underlying assets, to not separate non-lease components from lease components and instead to account for them as a single component. Non-lease components consist of common area maintenance payments for most real estate leases, which are determined based on costs incurred by the lessor. Many of the Company’s leases include base rental periods coupled with options to renew or terminate the lease, generally at the Company’s discretion. In evaluating the lease term, the Company considers whether renewal is reasonably certain. To the extent a significant economic incentive exists to renew the lease, the option is included within the lease term. Based on the Company’s leases, renewal options generally do not provide a significant economic incentive and are therefore excluded from the lease term.
Adoption of ASU No. 2016-02 did not have a material impact on the Company’s cash flows from operations or the Company’s operating results. The most significant impact was the recognition of operating lease right-of-use assets and operating lease liabilities on our balance sheet. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, we utilize the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms.
Employee Retention Tax Credit Receivable
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) included an Employee Retention Tax Credit (“ERTC”) provision designed to encourage employers to keep employees on their payroll. The ERTC is a refundable tax credit against certain payroll taxes paid by employers for eligible wages. We assessed the government assistance in accordance with Topic 958-605, Not for Profit Entities-Revenue Recognition, and concluded it represents a conditional non-exchange transaction that is recognized when the conditions have been substantially met. During the year ended December 31, 2021, we submitted an ERTC refund for $1.3 million and recorded the amount into Other Income (Expense) on the consolidated statements of operations and comprehensive loss. The Company believes the relevant conditions of the employee retention credit provision of the CARES Act have been substantially met and that it will receive the credit.
Notes Payable – Payroll Protection Program
The Company’s policy is to account for forgivable loans received through the U.S. Small Business Administration (the “SBA”) under the CARES Act Payroll Protection Program (“PPP”), as debt in accordance with ASC 470, Debt, and other related accounting pronouncements. The forgiveness of debt, in whole or part, is recognized once the debt is extinguished, which occurs when the Company is legally released from the liability by the SBA. Any portion of debt forgiven, adjusted for accrued interest forgiven and unamortized debt issuance costs, is recorded as a gain on extinguishment of debt, and presented in the consolidated statements of operations and comprehensive loss. On June 10, 2021, the Company received notification from the SBA that the principal amount of its PPP loan of $2.8 million and related interest had been forgiven.
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 Monte-Carlo simulation utilizing significant unobservable inputs including the probability of achieving each of the potential milestones, future Euro-to-USD exchange rates, revenue volatility 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 achievement of any of these milestones would result in a significantly higher or lower fair value of these milestones, respectively, and commensurate changes to the associated liability. The contingent consideration is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss.
On September 21, 2015, the Company completed the strategic acquisition, through its wholly owned subsidiary TransEnterix International, from Sofar S.p.A., an Italian company (“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. Under the terms of the Purchase Agreement, as amended in 2016, as of December 31, 2021, the Company has accrued $2.4 million of estimated fair value of remaining contingent consideration related to a milestone of €15.0 million which 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 or in the event that (i) the Company or Asensus 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.
Warrant Liabilities
The Company’s Series B Warrants (see Note 16) were measured at fair value using a simulation model which took 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. The warrant liability was revalued at each reporting period and changes in fair value were recognized in the consolidated statements of operations and comprehensive loss. The selection of the appropriate valuation model and the inputs and assumptions that are required to determine the valuation requires significant judgment and requires management to make estimates and assumptions that affect the reported amount of the related liability and reported amounts of the change in fair value. Actual results could differ from those estimates, and changes in these estimates are recorded when known. All remaining outstanding Series B Warrants were exercised in the first quarter 2021.
Revenue Recognition
The Company’s revenue consists of product revenue resulting from the sale and lease of Senhance Systems, Senhance System components, instruments and accessories, and service revenue. The Company accounts for a contract with a customer when there is a legally enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer, net of any sales incentives and taxes collected from customers that are remitted to government authorities. The Company’s Senhance System sale arrangements generally include a five-year service period; the first year of service is generally free and included in the Senhance System sale arrangement and the remaining four years are generally included at a stated service price.
The Company’s Senhance System sale arrangements generally contain multiple products and services. For these consolidated 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 consolidated 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 Senhance System sale arrangements may include a combination of the following performance obligations: system(s), system components, instruments, accessories, and system services.
For arrangements that contain multiple performance obligations, revenue is allocated to each performance obligation based on its relative estimated standalone selling price. When available, standalone selling prices are based on observable prices at which the Company separately sells the products or services; however due to limited sales to date, standalone selling prices generally 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 estimated standalone selling prices and updates these estimates if necessary.
The Company recognizes revenues when or 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 Senhance Systems and Senhance System components sold directly to end customers (including those arising from Senhance System purchases under lease rights to purchase), 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 lease buyouts, where the customer has already acknowledged installation of the system, transfer of control occurs when the Company receives an executed contract for the lease buyout of the Senhance System. For Senhance Systems sold through distributors, for which distributors are responsible for installation, revenue is recognized generally at the time of shipment. The Company’s Senhance System arrangements generally do not provide a right of return. The Senhance 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.
• 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.
The following table presents revenue disaggregated by type and geography:
| | Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | (in thousands) | |
U.S. | | | | | | | | | | | | |
Systems | | $ | 380 | | | $ | 282 | | | $ | 90 | |
Instruments and accessories | | | 270 | | | | 187 | | | | 108 | |
Services | | | 383 | | | | 380 | | | | 338 | |
Total U.S. revenue | | | 1,033 | | | | 849 | | | | 536 | |
| | | | | | | | | | | | |
Outside of U.S. ("OUS") | | | | | | | | | | | | |
Systems | | | 4,363 | | | | 490 | | | | 5,459 | |
Instruments and accessories | | | 1,699 | | | | 653 | | | | 1,447 | |
Services | | | 1,137 | | | | 1,183 | | | | 1,089 | |
Total OUS revenue | | | 7,199 | | | | 2,326 | | | | 7,995 | |
| | | | | | | | | | | | |
Total | | | | | | | | | | | | |
Systems | | | 4,743 | | | | 772 | | | | 5,549 | |
Instruments and accessories | | | 1,969 | | | | 840 | | | | 1,555 | |
Services | | | 1,520 | | | | 1,563 | | | | 1,427 | |
Total revenue | | $ | 8,232 | | | $ | 3,175 | | | $ | 8,531 | |
The Company recognizes sales by geographic area based on the country in which the customer is based. Operating lease revenue from Senhance System leasing is included as Systems revenues in the above table and was approximately $1.3 million, $0.7 million, and $0 million in the years ended December 31, 2021, 2020 and 2019, respectively.
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 $3.0 million, $3.1 million, and $3.7 million as of December 31, 2021, 2020, and 2019, respectively. The amounts as of December 31, 2021 are expected to be recognized as revenue over one to five years.
The Company invoices its customers based on the billing schedules in its sales arrangements. Payments are generally due 30 to 60 days from the date of invoice. 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 $0.1 million as of December 31, 2021 and 2020, 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 years ended December 31, 2021, 2020 and 2019 that was included in the deferred revenue balance at the beginning of each reporting period was $0.6 million, $0.6 million and $1.0 million, 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 its 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 and such costs are expensed as incurred.
Senhance System Leasing
The Company enters into lease arrangements with certain qualified customers. Revenue related to arrangements including lease elements are allocated to lease and non-lease elements based on their relative standalone selling prices. Lease elements generally include a Senhance System, while non-lease elements generally include instruments, accessories, and services. For some lease arrangements, the customers are provided with the right to purchase the leased Senhance System at some point during and/or at the end of the lease term. In some arrangements lease payments are based on the usage of the Senhance System.
In determining whether a transaction should be classified as a sales-type, operating, or direct financing lease, the Company considers the following terms at lease commencement: (1) whether title of the Senhance System transfers automatically or for a nominal fee by the end of the lease term, (2) whether the present value of the minimum lease payments equals or exceeds substantially all of the fair value of the leased Senhance System, (3) whether the lease term is for the major part of the remaining economic life of the leased System, (4) whether the lease grants the lessee an option to purchase the leased Senhance System that the lessee is reasonably certain to exercise, and (5) whether the underlying Senhance System is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. All such arrangements through December 31, 2021 are classified as operating leases.
Revenue related to lease elements from operating lease arrangements is generally recognized on a straight-line basis over the lease term or based upon Senhance System usage and is presented as product revenue. Revenue related to lease elements from operating lease arrangements was approximately $1.3 million, $0.7 million, $0 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Cost of Revenue
Cost of revenue consists of contract manufacturing, materials, labor and manufacturing overhead incurred internally to produce the products. Depreciation expense related to leased systems is included in the cost of revenue. Shipping and handling costs incurred by the Company are included in the cost of revenue. We expense all inventory obsolescence provisions as 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 recognizes expenses for share-based awards exchanged for services rendered equal to the estimated fair value of these awards over the requisite service period. The Company recognizes as expense, the grant-date fair value of stock options and other stock-based compensation issued to employees and non-employee directors over the requisite service periods, which are typically the vesting periods. The Company uses the Black-Scholes-Merton model to estimate the fair value of stock options. The volatility assumption used in the Black-Scholes-Merton model is based on the Company’s historical volatility. The expected term of options granted has been determined based upon the simplified method, because the Company does not have sufficient historical information regarding its options to derive the expected term. Under this approach, the expected term is the mid-point between the weighted average of vesting period and the contractual term. The risk-free interest rate is based on U.S. Treasury rates whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company estimates forfeitures based on its historical experience and adjust the estimated forfeiture rate based upon actual experience. For awards with performance conditions, we begin recognizing compensation expense when it becomes probable that the performance condition will be attained.
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 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 $9.4 million, $7.9 million, and $11.5 million for the years ended December 31, 2021, 2020, and 2019 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. The Company has elected to account for global intangible low-taxed income (“GILTI”) as a period expense in the year the tax is incurred.
The Company recognizes the financial statement benefit of an income tax position only after determining that the relevant taxing authority would more likely than not sustain the position following audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes.
Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require application of significant judgment. The Company is subject to U.S. federal and various state, local and foreign jurisdictions. Due to the Company’s net operating loss carryforwards, the Company may be subject to examination by authorities for all previously filed income tax returns.
Revision of Previously Disclosed Amounts
During the course of preparing the Company’s consolidated financial statements as of and for the year ended December 31 2021, the Company completed an Internal Revenue Code Section 382 and 383 analysis of its historical net operating loss and tax credit carryforward amounts. As a result, a portion of the prior year net operating loss and tax credit carryforwards were determined to be limited. See Note 11—Income Taxes, for further details.
Comprehensive Loss
Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.
Segments
The Company operates in one business segment—the research, development and sale of medical device robotics to improve minimally invasive surgery. The Company’s chief operating decision maker (determined to be the Chief Executive Officer) does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company’s consolidated operating results.
Approximately 77% and 27% of the Company’s total consolidated assets are located within the U.S. as of December 31, 2021 and 2020, respectively. The remaining assets are mostly located in Europe and are primarily related to the Company’s facility in Italy, and include intellectual property, other current assets, property and equipment, cash, accounts receivable, other long-term assets and inventory of $43.2 million and $56.8 million as of December 31, 2021 and 2020, respectively. Total assets outside of the United States amounted to 23% and 73% of total consolidated assets at December 31, 2021 and 2020, respectively. Long-lived assets in the U.S. were 63% and 11%, Switzerland were 22% and 41%, and Italy were 13% and 48%, as of December 31, 2021 and 2020, respectively.
The Company recognizes sales by geographic area based on the country in which the customer is based. For the years ended December 31, 2021, 2020 and 2019, 13%, 27% and 6%, respectively, of net revenue was generated in the United States; while 62%, 53% and 39%, respectively, was generated in Europe; and 25%, 20%, and 55%, respectively, was generated in Asia. For the year ended December 31, 2021, 47% of net revenue was generated in Germany, 22% was generated in Japan, and 13% was generated in the United States. For the year ended December 31, 2020, 28% of net revenue was generated in Germany, 27% was generated in the Untied States, 10% was generated in Japan, and 10% was generated in Taiwan. For the year ended December 31, 2019, 53% of net revenue was generated in Taiwan, and 23% was generated in Germany.
Impact of Recently Issued Accounting Standards
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740, Income Tax and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective January 1, 2021; the adoption did not result in a material impact on the Company's financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is designed to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. When determining such expected credit losses, the guidance requires companies to apply a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This guidance is effective on a modified retrospective basis for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The guidance is not expected to have a material impact on the Company's financial statements and related disclosures.
In August 2020, the FASB issued ASU 2020-06 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (subtopic 815-40) guidance on the accounting for convertible debt instruments and contracts in an entity’s own equity. The guidance simplifies the accounting for convertible instruments by reducing the various accounting models that can require the instrument to be separated into a debt component and equity component or derivative component. Additionally, the guidance eliminated certain settlement conditions previously required to be able to classify a derivative in equity. The new guidance is effective on a modified or full retrospective basis for fiscal years beginning after December 15, 2021, including interim periods with those fiscal years. The Company is currently evaluating the impact on the consolidated financial statements upon adoption.
The Company has evaluated all other issued and unadopted ASUs and believes the adoption of these standards will not have a material impact on its consolidated statements of operations and comprehensive loss, balance sheets, or statements of cash flows.
3. Acquisitions
MST Medical Surgery Technologies Ltd. Acquisition
On September 23, 2018, the Company entered into an Asset Purchase Agreement (the “MST Purchase Agreement”) with MST Medical Surgery Technologies Ltd., an Israeli private company (the “Seller”), and two of the Company’s wholly owned subsidiaries, as purchasers of the assets of the Seller, (collectively, the “Buyers”). The closing of the transactions occurred on October 31, 2018, pursuant to which the Company acquired the Seller’s assets consisting of intellectual property and tangible assets related to surgical analytics with its core image analytics technology designed to empower and automate the surgical environment, with a focus on medical robotics and computer-assisted surgery. The core technology acquired under the MST Purchase Agreement is a software-based image analytics information platform powered by advanced visualization, scene recognition, artificial intelligence, machine learning and data analytics.
Under the terms of the MST Purchase Agreement, at the closing the Buyers purchased substantially all of the assets of MST. The acquisition price consisted of two tranches. At or prior to the closing of the transaction the Buyers paid $5.8 million in cash and the Company issued approximately 242,310 shares of the Company’s common stock (the "Initial Shares"). A second tranche of $6.6 million in additional consideration was payable in cash, stock or cash and stock, at the discretion of the Company, within one year after the closing date. On August 7, 2019, the Company notified MST that the Company would satisfy the additional consideration payment of $6.6 million by issuing shares of the Company’s common stock. The number of shares issued to MST was 370,423 (the “Additional Consideration Shares” and, together with the Initial Shares, the “Securities Consideration”). The Additional Consideration Shares were released from the lock-up restrictions on February 7, 2020.
On July 3, 2019, the Company entered into a System Sale Agreement with GBIL to sell certain assets related to the AutoLap technology. On October 15, 2019, the Company amended the prior AutoLap Sale Agreement with GBIL. Pursuant to the amended agreement the Company sold the AutoLap laparoscopic vision system, or AutoLap, and related assets to GBIL. The assets include inventory, spare parts, production equipment, testing equipment and certain intellectual property specifically related to the AutoLap. The purchase price was $17.0 million, all of which was received in 2019 in the form of $16 million in cash and a commitment by GBIL to pay $1.0 million to settle certain Company obligations in China. GBIL subsequently paid the obligation. Under the amended AutoLap Agreement, the Company entered into a cross‑license agreement with GBIL to retain rights to use any AutoLap-related intellectual property sold to GBIL, and to non-exclusively license additional intellectual property to GBIL. The Company recorded a $16.0 million gain on the sale of the AutoLap assets during the year ended December 31, 2019, which represented the proceeds received in excess of the carrying value of the assets, less contract costs.
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. On February 25, 2021, TransEnterix International changed its name to Asensus International.
On December 30, 2016, the Company and Sofar entered into an Amendment to the Purchase Agreement (the “Amendment”) to restructure the terms. Following the Amendment, the remaining Cash Consideration to be paid is the third tranche of the Cash Consideration (the “Third Tranche”) of €15.0 million which 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.
The Third Tranche payments will be accelerated in the event that (i) the Company or Asensus 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. The remaining amounts due to Sofar are included in contingent consideration as of December 31, 2021 and 2020 at their estimated fair value.
4. Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents and restricted cash consist of the following:
| | December 31, | | | December 31, | |
| | 2021 | | | 2020 | |
| | (in thousands) | |
Cash | | $ | 8,343 | | | $ | 6,679 | |
Money Market | | | 5,287 | | | | 9,684 | |
Commerical Paper | | | 4,499 | | | | - | |
Total cash and cash equivalents | | $ | 18,129 | | | $ | 16,363 | |
Restricted Cash | | | 1,154 | | | | 1,166 | |
Total | | $ | 19,283 | | | $ | 17,529 | |
Restricted cash at December 31, 2021 and 2020 includes $1.2 million and $1.2 million, respectively, in cash accounts held as collateral primarily under the terms of an office operating lease, credit cards, automobile leases, and a performance guarantee required by the government of a country in which a Senhance System was sold in 2018.
5. Investments, available-for-sale
The aggregate fair values of investment securities along with unrealized gains and losses determined on an individual investment security basis and included in other comprehensive income are as follows:
| | December 31, 2021 | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Amortized Cost | | | Unrealized Gain | | | Unrealized Loss | | | Fair Value | | | Short-term investments | | | Long-term investments | |
Commerical Paper | | $ | 50,705 | | | $ | - | | | $ | (46 | ) | | $ | 50,659 | | | $ | 50,660 | | | $ | - | |
Corporate Bonds | | | 67,239 | | | | 1 | | | | (202 | ) | | | 67,038 | | | | 29,602 | | | | 37,435 | |
Total Investments | | $ | 117,944 | | | $ | 1 | | | $ | (248 | ) | | $ | 117,697 | | | $ | 80,262 | | | $ | 37,435 | |
The following table summarizes the contractual maturities of the Company’s available-for-sale investments, as of December 31, 2021:
| | Amortized Cost | | | Fair Value | |
Mature in less than one year | | $ | 80,336 | | | $ | 80,262 | |
Mature in one to two years | | | 37,608 | | | | 37,435 | |
Total | | $ | 117,944 | | | $ | 117,697 | |
Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations. There were no sales of investments or gross realized gains for the years ended December 31, 2021, 2020 and 2019, respectively. The Company recorded an immaterial amount of gross realized losses for the year ended December 31, 2021 related to the maturity of investments.
6. Fair Value
The Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These assets and liabilities include cash and cash equivalents, restricted cash, contingent consideration and warrant liabilities. ASC 820-10 (“Fair Value Measurement Disclosure”) requires the valuation using a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. These tiers are: Level 1, defined as quoted prices in active markets for identical assets or liabilities; Level 2, defined as valuations based on observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable input data; and Level 3, defined as valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. The Company did not have any transfers of assets and liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy during the years ended December 31, 2021 and 2020.
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 revenue volatility, 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.
The carrying values of accounts receivable, other current assets, accounts payable, and certain accrued expenses as of December 31, 2021 and 2020 approximate their fair values due to the short-term nature of these items. The Company’s notes payable balance also approximates fair value as of December 31, 2020, as the interest rate on the notes payable approximates the rates available to the Company as of this date.
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
| | December 31, 2021 | |
| | (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 (1) | | $ | 18,129 | | | $ | - | | | $ | - | | | $ | 18,129 | |
Restricted cash | | | 1,154 | | | | - | | | | - | | | $ | 1,154 | |
Short-term investments | | | - | | | | 80,262 | | | | - | | | $ | 80,262 | |
Long-term investments | | | - | | | | 37,435 | | | | - | | | $ | 37,435 | |
Total assets measured at fair value | | $ | 19,283 | | | $ | 117,697 | | | $ | - | | | $ | 136,980 | |
Liabilities measured at fair value | | | | | | | | | | | | | | | | |
Contingent consideration | | $ | - | | | $ | - | | | $ | 2,371 | | | $ | 2,371 | |
Total liabilities measured at fair value | | $ | - | | | $ | - | | | $ | 2,371 | | | $ | 2,371 | |
(1) Includes investments that are readily convertible to cash with original maturities of 90 days or less.
| | December 31, 2020 | |
| | (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 | | $ | 16,363 | | | $ | - | | | $ | - | | | $ | 16,363 | |
Restricted cash | | | 1,166 | | | | - | | | | - | | | | 1,166 | |
Total assets measured at fair value | | $ | 17,529 | | | $ | - | | | $ | - | | | $ | 17,529 | |
Liabilities measured at fair value | | | | | | | | | | | | | | | | |
Contingent consideration | | $ | - | | | $ | - | | | $ | 3,936 | | | $ | 3,936 | |
Warrant liabilities | | | - | | | | - | | | | 255 | | | | 255 | |
Total liabilities measured at fair value | | $ | - | | | $ | - | | | $ | 4,191 | | | $ | 4,191 | |
The Company’s financial liabilities consisted of contingent consideration payable to Sofar related to the Senhance Acquisition (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 a Monte-Carlo simulation utilizing significant unobservable inputs including the probability of achieving each of the potential milestones, future Euro-to-USD exchange rates, revenue volatility and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. The decrease in fair value of the contingent consideration of $1.6 million for the year ended December 31, 2021 was primarily due to changes in the Company's forecast of future revenue. The increase in fair value of the contingent consideration of $2.9 million for the year ended December 31, 2020 was primarily due to lower discount rate, stronger Euro versus the U.S. dollar, and the passage of time. The decrease in the fair value of the contingent consideration of $9.6 million for the year ended December 31, 2019 was primarily due to the change in the Company’s forecast of future revenue. Adjustments associated with the change in fair value of contingent consideration are included in the Company’s consolidated statements of operations and comprehensive loss.
The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements for contingent consideration as of December 31, 2021 and 2020:
| | | | | December 31, | |
| Valuation Methodology | | Significant Unobservable Input | | 2021 | | | 2020 | |
| | | | | | | | | | | |
Contingent consideration | Probability weighted income approach | | Milestone dates | | | 2031 | | | | 2025 | |
| | | Discount rate | | | 9.5% | | | | 9.5% | |
| | | Revenue volatility | | | 39.0% | | | | 71.0% | |
On April 28, 2017, the Company sold 24.9 million units (the “Units”), each consisting of approximately 0.077 shares of the Company's Common Stock, a Series A warrant to purchase approximately 0.077 shares of Common Stock with an exercise price of $13.00 per share and a Series B warrant to purchase approximately 0.058 shares of Common Stock with an exercise price of $13.00 per share at an offering price of $1.00 per Unit. All of the Series A Warrants were exercised prior to the expiration date of October 31, 2017. On February 24, 2020, the Company entered into a Series B Warrants Exchange Agreement (the “Exchange Agreement”) with certain holders of its unexercised Series B Warrants. Under the terms of the Exchange Agreement, each Series B Warrant was canceled in exchange for 0.61 shares of common stock. The Warrant holders participating in the exchange held 3,373,900 of the 3,638,780 Series B Warrants then outstanding and received an aggregate of 2,040,757 shares of common stock. As a result, the warrant liability decreased by $2.5 million and the additional paid in capital increased by the same amount. As a result of the March 2020 Public Offering and adjustment feature, the exercise price of all outstanding Series B Warrants has been adjusted to $0.35 per share and the number of shares of common stock reserved for and issuable upon the exercise of outstanding Series B Warrants has been adjusted to 567,660 underlying warrant shares as of December 31, 2020. The final remeasurement upon exercise of the Series B warrants was recorded during the first quarter of 2021 and all outstanding Series B Warrants were exercised.
The change in fair value of all outstanding Series B warrants for the years ended December 31, 2021 and 2020 was an increase of $2.0 million and $0.3 million, respectively, was included in the Company’s consolidated statements of operations and comprehensive loss and was primarily due to an increase in share price, a lower risk free rate, increased volatility, and the passage of time. The change in the fair value of all outstanding Series B warrants for the year ended December 31, 2019, was a decrease of $2.2 million.
The following table presents the inputs and valuation methodologies used for the Company’s fair value of the Series B warrants:
| | December 31, | | | December 31, | | | December 31, | |
Series B Warrants | | 2021 | | | 2020 | | | 2019 | |
| | | | | | | | | | | | |
Valuation methodology | | Black-Scholes-Merton | | | Black-Scholes-Merton | | | Monte Carlo | |
Term (years) | | | 1.22 | | | | 1.32 | | | | 2.32 | |
Risk free rate | | | 0.07 | % | | | 0.10 | % | | | 1.59 | % |
Dividends | | | - | | | | - | | | | - | |
Volatility | | | 174.00 | % | | | 150.97 | % | | | 109.80 | % |
Share price | | $ | 4.21 | | | $ | 0.63 | | | $ | 1.47 | |
The following table summarizes the change in fair value, as determined by Level 3 inputs for the warrants and the contingent consideration for the years ended December 31, 2021, 2020 and 2019:
| | Fair Value Measurement at Reporting Date (Level 3) | |
| | (in thousands) | |
| | Series B Warrants | | | Contingent consideration | |
Balance at December 31, 2018 | | $ | 4,636 | | | $ | 10,637 | |
Change in fair value | | | (2,248 | ) | | | (9,553 | ) |
Balance at December 31, 2019 | | $ | 2,388 | | | $ | 1,084 | |
Exchange of warrants for common stock | | | (2,469 | ) | | | - | |
Payment for contingent consideration | | | - | | | | (74 | ) |
Change in fair value | | | 336 | | | | 2,924 | |
Balance at December 31, 2020 | | $ | 255 | | | $ | 3,936 | |
Exercise of warrants | | $ | (2,236 | ) | | $ | - | |
Change in fair value | | | 1,981 | | | $ | (1,565 | ) |
Balanceat December 31, 2021 | | $ | - | | | $ | 2,371 | |
| | | | | | | | |
Current portion | | $ | - | | | $ | - | |
Long-term portion | | | - | | | | 2,371 | |
Balance at December 31, 2021 | | $ | - | | | $ | 2,371 | |
7. Accounts Receivable, Net
The following table presents the components of accounts receivable:
| | December 31, 2021 | | | December 31, 2020 | |
| | (In thousands) | |
Gross accounts receivable | | $ | 2,426 | | | $ | 2,917 | |
Allowance for uncollectible accounts | | | (1,677 | ) | | | (1,802 | ) |
Total accounts receivable, net | | $ | 749 | | | $ | 1,115 | |
The Company recorded $0.1 million, $0 million, and $1.6 million in bad debt expense during the years ended December 31, 2021, 2020 and 2019, respectively.
8. Inventories
The components of inventories are as follows:
| | December 31, 2021 | |
| | (in thousands) | |
| | Gross Carrying Amount | | | Reserve Balance | | | Net Carrying Amount | |
Finished goods | | $ | 10,566 | | | $ | (2,987 | ) | | $ | 7,579 | |
Raw materials | | | 10,824 | | | | (2,695 | ) | | | 8,129 | |
Total inventories | | $ | 21,390 | | | $ | (5,682 | ) | | $ | 15,708 | |
| | | | | | | | | | | | |
Current Portion | | $ | 9,931 | | | $ | (1,297 | ) | | $ | 8,634 | |
Long-term portion | | | 11,459 | | | | (4,385 | ) | | | 7,074 | |
Total inventories | | $ | 21,390 | | | $ | (5,682 | ) | | $ | 15,708 | |
| | December 31, 2020 | |
| | (in thousands) | |
| | Gross Carrying Amount | | | Reserve Balance | | | Net Carrying Amount | |
Finished goods | | $ | 13,858 | | | $ | (3,109 | ) | | $ | 10,749 | |
Raw materials | | | 11,163 | | | | (3,065 | ) | | | 8,098 | |
Total inventories | | $ | 25,021 | | | $ | (6,174 | ) | | $ | 18,847 | |
| | | | | | | | | | | | |
Current Portion | | $ | 11,444 | | | $ | (1,410 | ) | | $ | 10,034 | |
Long-term portion | | | 13,577 | | | | (4,764 | ) | | | 8,813 | |
Total inventories | | $ | 25,021 | | | $ | (6,174 | ) | | $ | 18,847 | |
The Company records an inventory reserve for estimated excess and obsolete inventory based upon historical consumption and assumptions about future demand for its products. The Company recorded a write-down of obsolete inventory for the year-ended December 31, 2019 totaling $7.4 million as part of a restructuring plan and a $1.5 million charge for inventory obsolescence related to certain system components. The decrease in the inventory reserve balance was $0.5 million and $3.0 million for the twelve months ended December 31, 2021 and 2020, respectively.
9. Property and Equipment
Property and equipment consisted of the following:
| | December 31, 2021 | | | December 31, 2020 | |
| | (In thousands) | |
Machinery, manufacturing, and demonstration equipment | | $ | 8,289 | | | $ | 9,909 | |
Operating lease assets - Senhance System leasing | | | 10,143 | | | | 8,906 | |
Computer equipment | | | 325 | | | | 2,297 | |
Furniture | | | 644 | | | | 640 | |
Leasehold improvements | | | 1,259 | | | | 2,309 | |
Total property and equipment | | | 20,660 | | | | 24,061 | |
Accumulated depreciation and amortization | | | (9,689 | ) | | | (13,719 | ) |
Property and equipment, net | | $ | 10,971 | | | $ | 10,342 | |
Depreciation expense was approximately $2.9 million, $2.9 million and $2.2 million for the years ended December 31, 2021, 2020, 2019, respectively.
10. Goodwill, In-Process Research and Development and Intellectual Property
Goodwill
Goodwill consisted of $93.8 million that was recorded in connection with the 2013 merger transaction with SafeStitch Medical, Inc., or the Merger, goodwill of $38.3 million that was recorded in connection with the Senhance Acquisition, as described in Note 3, and goodwill of $9.6 million that was recorded in connection with the MST Acquisition, as described in Note 3, before impairment of $61.7 million that was recorded in 2016. The carrying value of goodwill and the change in the balance for the year ended December 31, 2019 is as follows:
| | Goodwill | |
| | (In thousands) | |
Balance at December 31, 2018 | | $ | 80,131 | |
Foreign currency translation impact | | | (1,162 | ) |
Impairment | | | (78,969 | ) |
Balance at December 31, 2019 | | $ | — | |
The Company performed an annual impairment test of goodwill at December 31 of each year, or more frequently if events or changes in circumstances indicated that the carrying value of the Company’s one reporting unit may not be recoverable. During the third quarter of 2019, the Company's stock price declined significantly. As of September 30, 2019, goodwill was deemed to be fully impaired, and the Company recorded an impairment charge of $79.0 million.
In-Process Research and Development
As described in Note 3, on October 31, 2018, the Company acquired the MST assets, technology and business from MST and recorded $10.6 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 15% and cash flows that have been probability adjusted to reflect the risks of product integration, which the Company believes are appropriate and representative of market participant assumptions.
The Company performed an impairment test of its IPR&D at the end of the third quarter 2019 as recent events and changes in market conditions indicated that the asset might be impaired. The impairment test consisted of a comparison of the fair value of the IPR&D with its carrying amount. If the carrying amount of the IPR&D exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Significant judgment is applied when testing for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, and incorporating general economic and market conditions. During the third quarter of 2019, the Company concluded that the fair value determined by the market value approach was lower than the carrying value. As a result, the Company recognized a $7.9 million impairment charge to its IPR&D. The Company performed its annual impairment assessment at December 31, 2019 and no additional impairment was required. As of December 31, 2020, all IPR&D asset development was completed and reclassified to intellectual property.
The carrying value of the Company’s IPR&D assets and the change in the balance for the years ended December 31, 2020 and 2019 is as follows:
| | In-Process Research and Development | |
| | (In thousands) | |
Balance at December 31, 2018 | | $ | 10,747 | |
Impairment | | | (7,912 | ) |
Foreign currency translation impact | | | (365 | ) |
Balance at December 31, 2019 | | | 2,470 | |
Impairment | | | — | |
Foreign currency translation impact | | | (45 | ) |
Transfer of in-process research and development to intellectual property | | | (2,425 | ) |
Balance at December 31, 2020 | | $ | — | |
Intellectual Property
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 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 being amortized based on their estimated useful lives.
On March 13, 2020, upon regulatory approval and the ability to commercialize the products associated with the IPR&D assets in the United States, the remaining MST assets were deemed definite-lived, reclassified to intellectual property and are now being amortized based on their estimated useful lives.
The components of gross intellectual property, accumulated amortization, and net intellectual property as of December 31, 2021 and 2020 are as follows:
| | December 31, 2021 | |
| | (in thousands) | |
| | Gross Carrying Amount | | | Accumulated Amortization | | | Foreign Currency Translation Impact | | | Net Carrying Amount | |
Developed technology | | $ | 68,838 | | | $ | (58,912 | ) | | $ | (262 | ) | | $ | 9,664 | |
Technology and patents purchased | | | 400 | | | | (199 | ) | | | 27 | | | | 228 | |
Total intellectual property | | $ | 69,238 | | | $ | (59,111 | ) | | $ | (235 | ) | | $ | 9,892 | |
| | December 31, 2020 | |
| | (in thousands) | |
| | Gross Carrying Amount | | | Accumulated Amortization | | | Foreign Currency Translation Impact | | | Net Carrying Amount | |
Developed technology | | $ | 68,838 | | | $ | (51,734 | ) | | $ | 4,872 | | | $ | 21,976 | |
Technology and patents purchased | | | 400 | | | | (168 | ) | | | 59 | | | | 291 | |
Total intellectual property | | $ | 69,238 | | | $ | (51,902 | ) | | $ | 4,931 | | | $ | 22,267 | |
The weighted average remaining useful life of the developed technology and technology and patents purchased was 1.6 years and 5.3 years, respectively as of December 31, 2021.
The estimated future amortization expense of intangible assets as of December 31, 2021 is as follows:
| | Year ending December 31, 2021 | |
| | (In thousands) | |
2022 | | | 8,218 | |
2023 | | | 400 | |
2024 | | | 400 | |
2025 | | | 400 | |
2026 | | | 400 | |
Thereafter | | | 74 | |
Total | | $ | 9,892 | |
11. Income Taxes
The components for the income tax expense (benefit) are as follows for the years ended December 31 (in thousands):
| | 2021 | | | 2020 | | | 2019 | |
Current income taxes | | | | | | | | | | | | |
Federal | | $ | - | | | $ | - | | | $ | - | |
State | | | - | | | | - | | | | - | |
Foreign | | | 232 | | | | 169 | | | | 100 | |
Deferred income taxes | | | | | | | | | | | | |
Federal | | | - | | | | - | | | | - | |
State | | | - | | | | - | | | | - | |
Foreign | | | (7 | ) | | | (1,685 | ) | | | (3,224 | ) |
Total income tax expense (benefit) | | $ | 225 | | | $ | (1,516 | ) | | $ | (3,124 | ) |
The United States and foreign components of loss from operations before taxes are as follows for the years ended December 31 (in thousands):
| | 2021 | | | 2020 | | | 2019 | |
| | | | | | | | | | | | |
United States | | $ | (32,094 | ) | | $ | (34,398 | ) | | $ | (91,935 | ) |
Foreign | | | (30,143 | ) | | | (26,430 | ) | | | (65,390 | ) |
Total loss from operations before taxes | | $ | (62,237 | ) | | $ | (60,828 | ) | | $ | (157,325 | ) |
Significant components of the Company’s deferred tax assets consist of the following at December 31 (in thousands):
| | 2021 | | | 2020 | |
| | | | | | | | |
Deferred Tax assets: | | | | | | | | |
Stock-based compensation | | $ | 2,440 | | | $ | 4,253 | |
Accrued expenses and other | | | 2,423 | | | | 906 | |
Research credit carryforward | | | 564 | | | | - | |
Fixed Assets | | | 101 | | | | 385 | |
Capitalized start-up costs and other intangibles | | | 1,109 | | | | 2,686 | |
Net operating loss carryforwards | | | 75,237 | | | | 63,786 | |
| | | 81,874 | | | | 72,016 | |
Valuation Allowance | | | (78,294 | ) | | | (67,312 | ) |
Net deferred tax asset | | | 3,580 | | | | 4,704 | |
Deferred tax liabilities | | | | | | | | |
Fixed assets and other | | | (1,176 | ) | | | (1,590 | ) |
Purchase accounting intangibles | | | (2,116 | ) | | | (2,807 | ) |
Net deferred tax liability | | | (3,292 | ) | | | (4,397 | ) |
Net deferred tax asset (liability) | | $ | 288 | | | $ | 307 | |
During the current year, the Company completed an assessment of the available net operating loss and tax credit carryforwards under Section 382 and Section 383 of the Internal Revenue Code, respectively. The Company determined that it underwent multiple ownership changes throughout its history as defined under Section 382, including most recently in 2020. As a result of the identified ownership changes, the portion of net operating loss and tax credits carryforwards attributable to the pre-ownership change periods are subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code. The Company has adjusted its net operating loss and tax credit carryforwards to address the impact of the 382 ownership changes. This resulted in a reduction of available Federal and State NOLs of $253 million and $204 million, respectively. The write down of the NOLs reduced the net operating loss carryforward line as previously disclosed for the year ended December 31, 2020 by $58.4 million, with a corresponding decrease in the valuation allowance. The Company also reduced its research credit carryforwards for the year ended December 31, 2020 by $7.2 million with a corresponding decrease in the valuation allowance. The $7.2 million reduction was net of the related unrecognized tax benefit in the amount of $1.6 million.
Since the limitation affected the prior period, the Company has determined that its December 31, 2020 tax footnote presentation overstated the gross deferred tax asset and corresponding valuation allowance by $65.6 million. However, there was no net impact to the net deferred tax asset and tax expense as the decrease in the net operating loss carryforward was offset completely by a corresponding adjustment to the Company’s overall valuation allowance. For comparative purposes, the Company’s prior year tax footnote has been revised to reflect the adjustment to the net operating losses and valuation allowance. The change had no effect on the previously reported balance sheets, statements of operations and comprehensive loss, cash flows and stockholders’ equity.
At December 31, 2021 and 2020, the Company has provided a full valuation allowance against its net deferred assets in the U.S., Canada, Italy, Luxembourg, Switzerland, and Taiwan tax jurisdictions, since realization of these benefits is not more likely than not. The valuation allowance increased approximately $11.0 million from the prior year. At December 31, 2021, the Company had U.S. federal net operating loss carryforwards of $397.2 million, of which $253 million are expected to expire unused under the limitations imposed by Internal Revenue Code Section 382 (as discussed above). Of the total amount of Federal NOLs (notwithstanding the 382 limitation), $254.5 million begin to expire in 2027, while the remaining $142.7 million carry forward indefinitely. At December 31, 2021, the Company had U.S. state net operating loss carryforwards of $309.2 million, of which $204 million are expected to expire unused under the state tax law equivalents of Internal Revenue Code Section 382. Of this amount (notwithstanding the 382 limitations), $299.9 million of state NOLs begin to expire in 2022, while the remaining $9.3 million carry forward indefinitely. At December 31, 2021, the Company had federal research credit carryforwards in the amount of $9.4 million. These carryforwards begin to expire in 2027. However, under the limitations of Internal Revenue Code Section 383, it is expected that $8.8 million of this carryforward will expire unused. The utilization of the federal net operating loss carryforwards and credit carryforwards will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the carryforwards.
At December 31, 2021, the Company had foreign operating loss carryforwards in Italy of approximately $25.2 million, which can be carried forward indefinitely; foreign operating loss carryforwards in Luxembourg of approximately $96.6 million, which will begin to expire in 2034; foreign operating loss carryforwards in Switzerland of approximately $90.6 million, which begin to expire in 2023, and foreign operating loss carryforwards in Canada of approximately $0.5 million, which begin to expire in 2040.
The Company has evaluated its tax positions to consider whether it has any unrecognized tax benefits. As of December 31, 2021, the Company had gross unrecognized tax benefits of approximately $0.1 million. Of the total, none would reduce the Company’s effective tax rate if recognized. The Company does not anticipate a significant change in total unrecognized tax benefits or the Company’s effective tax rate due to the settlement of audits or the expiration of statutes of limitations within the next twelve months. Furthermore, the Company does not expect any cash settlement with the taxing authorities as a result of these unrecognized tax benefits as the Company has sufficient unutilized carryforward attributes to offset the tax impact of these adjustments.
Note that the Company removed $1.6 million of the unrecognized tax benefits associated with R&D credit carryforwards that it expects to expire unused due to Section 383 limitations. This adjustment is reflected in the table below as of December 31, 2020.
The following is a tabular reconciliation of the Company’s change in gross unrecognized tax positions at December 31 (in thousands):
| | 2021 | | | 2020 | | | 2019 | |
| | | | | | | | | | | | |
Beginning balance | | $ | - | | | $ | 1,512 | | | $ | 1,363 | |
Gross increases for tax positions related to current periods | | | 141 | | | | 108 | | | | 149 | |
Gross decreases related to 382 limitations | | | - | | | | (1,620 | ) | | | - | |
Ending balance | | $ | 141 | | | $ | - | | | $ | 1,512 | |
The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions.
The Company has analyzed its filing positions in all significant federal, state, and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to United States Federal, state, and local tax examinations by tax authorities for years before 2018, although carryforward attributes that were generated prior to 2018 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities.
Taxes computed at the then-current statutory federal income tax rate of 21% are reconciled to the provision for income taxes as follows for the years ended December 31:
| | 2021 | | | 2020 | | | 2019 | |
| | Amount | | | Percent of Pretax Earnings | | | Amount | | | Percent of Pretax Earnings | | | Amount | | | Percent of Pretax Earnings | |
United States federal tax at statutory rate | | $ | (13,070 | ) | | | 21.0 | % | | $ | (12,774 | ) | | | 21.0 | % | | $ | (33,038 | ) | | | 21.0 | % |
State taxes (net of deferred benefit) | | | (2,205 | ) | | | 3.5 | % | | | (1,768 | ) | | | 2.9 | % | | | (4,778 | ) | | | 3.0 | % |
Nondeductible expenses | | | (440 | ) | | | 0.7 | % | | | 719 | | | | (1.2 | %) | | | 709 | | | | (0.5 | %) |
Change in fair market value of contingent consideration | | | (397 | ) | | | 0.6 | % | | | 717 | | | | (1.2 | %) | | | (2,342 | ) | | | 1.5 | % |
Warrant remeasurment and financing costs | | | 502 | | | | (0.8 | %) | | | 82 | | | | (0.1 | %) | | | (551 | ) | | | 0.4 | % |
Research & Development | | | (705 | ) | | | 1.1 | % | | | (542 | ) | | | 0.9 | % | | | (743 | ) | | | 0.5 | % |
Change in unrecognized tax benefits | | | 141 | | | | (0.2 | %) | | | (1,512 | ) | | | 2.5 | % | | | 149 | | | | (0.1 | %) |
Foreign tax rate differential | | | 1,911 | | | | (3.1 | %) | | | 1,589 | | | | -2.6 | % | | | 2,590 | | | | (1.6 | %) |
Goodwill and investment impairments | | | - | | | | - | | | | - | | | | - | | | | (6,638 | ) | | | 4.2 | % |
Adjustment for 382 Limitations | | | - | | | | - | | | | 67,255 | | | | (110.6 | %) | | | - | | | | 0.0 | % |
True-up to Stock Compensation - Cancellations | | | 2,832 | | | | (4.6 | %) | | | - | | | | - | | | | - | | | | 0.0 | % |
Change in enacted tax rates and other, net | | | 731 | | | | (1.0 | %) | | | 533 | | | | (0.9 | %) | | | (253 | ) | | | 0.2 | % |
Change in valuation allowance | | | 10,925 | | | | (17.6 | %) | | | (55,815 | ) | | | 91.8 | % | | | 41,771 | | | | 26.6 | % |
Income tax expense (benefit) | | $ | 225 | | | | (0.4 | %) | | $ | (1,516 | ) | | | 2.5 | % | | $ | (3,124 | ) | | | 2.0 | % |
12. Operating Leases
We determine if an arrangement is a lease or service contract at inception. Where an arrangement is a lease, we determine if it is an operating lease or a finance lease. Subsequently, if the arrangement is modified, we reevaluate our classification. We have entered into operating leases for corporate office buildings, vehicles, and machinery and equipment. Some of our lease agreements have renewal options, tenant improvement allowances, rent escalation clauses, and assignment and subletting clauses. While our operating leases range from one year to ten years, some may include options to extend the lease generally between one year and six years, and some may include options to terminate the leases within one year.
Operating lease liabilities presented on the consolidated balance sheets represents the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate, which ranges between 6.1% and 8.5% based on the terms of the lease.
Operating lease costs for the year ended December 31, 2021, 2020 and 2019 were $1.8 million, $2.0 million and $2.1 million, respectively. Total cash paid for operating leases during the year ended December 31, 2021, 2020 and 2019 was $1.5 million, $1.5 million and $1.7 million, respectively, and is included in with cash flows from operating activities with the consolidated statement of cash flows.
Supplemental balance sheet information, as of December 31, 2021 and 2020, related to operating leases was as follows:
| | December 31, | |
| | 2021 | | | 2020 | |
Weighted-average remaining lease term (in years) | | 7.8 | | | 1.8 | |
Weighted-average discount rate | | | 7.8 | % | | | 8.2 | % |
Maturities of operating lease obligations were as follows (in thousands):
Fiscal Year | | | | |
2022 | | $ | 994 | |
2023 | | | 1,008 | |
2024 | | | 918 | |
2025 | | | 920 | |
2026 | | | 854 | |
Thereafter | | | 3,004 | |
Total minimum lease payments | | $ | 7,698 | |
Less: Amount of lease payments representing interest | | | (2,009 | ) |
Present value of future minimum lease payments | | $ | 5,689 | |
During 2021 we entered into three building leases; the first with a 125-month term beginning in the first quarter of 2021; the second with a 60-month term beginning in the second month of the quarter; and the third with an 87-month term beginning in the fourth quarter of 2021. The total lease commitment for these three operating leases is approximately $7.1 million.
13. Accrued Expenses
The following table presents the components of accrued expenses:
| | December 31, 2021 | | | December 31, 2020 | |
| | (In thousands) | |
Compensation and benefits | | $ | 3,682 | | | $ | 4,541 | |
Consulting and other vendors | | | 128 | | | | 66 | |
Other | | | 124 | | | | 177 | |
Royalties | | | 247 | | | | 147 | |
Legal and professional fees | | | 503 | | | | 314 | |
Taxes and other assessments | | | 492 | | | | 351 | |
Interest | | | — | | | | 19 | |
Total | | $ | 5,176 | | | $ | 5,615 | |
14. Notes Payable
Paycheck Protection Program
On April 27, 2020, the Company received an unsecured non-recourse loan of $2.8 million under the Paycheck Protection Program (“PPP”) provisions of the CARES Act. The Company accounted for the PPP promissory note as debt within notes payable on the consolidated balance sheet. As of December 31, 2020, $1.6 million of the promissory note was classified as long-term and $1.2 million was classified as current.
On June 10, 2021, the Company received notification from the SBA that the principal amount of $2.8 million and related interest had been forgiven. Gain on extinguishment of debt of $2.8 million was recognized for the year ended December 31, 2021 on the consolidated statement of operations and comprehensive loss. There were no related amounts recorded for the year ended December, 31, 2020 and 2019, respectively.
Hercules Loan Agreement
On May 23, 2018, the Company and its domestic subsidiaries, as co-borrowers, entered into a Loan and Security Agreement (the “Hercules Loan Agreement”) with several banks and other financial institutions or entities from time to time party to the Loan Agreement (collectively, the “Lender”) and Hercules Capital, Inc., as administrative agent and collateral agent (the “Agent”). The Hercules Loan Agreement was modified on two separate occasions in 2019. The Amendments were treated as a debt modification for accounting purposes.
In connection with the entry into the AutoLap Sale Agreement with respect to the AutoLap assets, the Company commenced discussions with the Agent in order to obtain the required consent of the Agent and the Lender with respect to the sale of the AutoLap assets. In connection with obtaining such consent, the Company entered into the Consent and Second Amendment to the Loan and Security Agreement on July 10, 2019 (the “Hercules Second Amendment”). Under the Hercules Second Amendment, in consideration for the consent to the sale of, and the release of the Lender’s security interest on, the AutoLap assets, the Company reduced its indebtedness under the Hercules Loan Agreement by repaying $15.0 million of the $30.0 million of outstanding indebtedness thereunder, without any prepayment penalties, amendment fee or acceleration of the end of term charges, and received adjustments to the quarterly financial covenants and related waiver conditions to reflect the decreased outstanding indebtedness.
On November 4, 2019, the Company entered into a payoff letter with the Agent pursuant to which the Company terminated the Hercules Loan Agreement, as amended. The Company determined it was in the best interests of the Company to pay down the debt and terminate the Hercules Agreement to simplify the Company's balance sheet and provide additional flexibility as the Board of Directors continues to explore strategic and financial alternatives for the Company. Under the payoff letter, the Company repaid all amounts owed under the Hercules Loan Agreement totaling approximately $16.4 million, which included end of term fees of $1.4 million, and Hercules released all security interests held on the assets of the Company and its subsidiaries, including, without limitation, on the intellectual property assets of the Company. The Company recognized a loss of $1.0 million on the extinguishment of notes payable on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.
15. Stock-Based Compensation
Overview
On July 22, 2021, at the 2021 Annual Meeting of Stockholders, stockholders voted to approve the Company’s Amended and Restated Incentive Compensation Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan by 22,000,000 shares. As of December 31, 2021, there were 32,072,308 shares authorized for issuance, and 20,755,273 shares available for future issuance under the Plan. To date all equity awards under the Plan have consisted of nonqualified stock options, incentive stock options, and restricted stock units.
Under the Plan, which is administered by the Compensation Committee, the Company may grant stock options, stock appreciation rights, restricted stock and/or deferred stock to employees, officers, directors, consultants and vendors. The exercise price of stock options or stock appreciation rights may not be less than the fair market value of the Company’s shares at the date of grant. Additionally, no stock options or stock appreciation rights granted under the Plan may have a term exceeding ten years.
During the years ended December 31, 2021, 2020 and 2019, the Company recognized approximately $9.4 million, $7.9 million, and $11.5 million, respectively, of stock-based compensation expense, including stock options and restricted stock units.
Stock Options
The Company recognizes as expense, the grant-date fair value of stock options and other stock-based compensation issued to employees and non-employee directors over the requisite service periods, which are typically the vesting periods. The Company uses the Black-Scholes-Merton model to estimate the fair value of its stock-based payments. The volatility assumption used in the Black-Scholes-Merton model is based on the calculated historical volatility based on the Company’s historical volatility. The expected term of options granted by the Company has been determined based upon the simplified method, because the Company does not have sufficient historical information regarding its options to derive the expected term. Under this approach, the expected term is the mid-point between the weighted average of vesting period and the contractual term. The risk-free interest rate is based on U.S. Treasury rates whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company estimates forfeitures based on the historical experience of the Company and adjusts the estimated forfeiture rate based upon actual experience.
The fair value of options granted were estimated using the Black-Scholes-Merton option pricing model based on the assumptions in the table below:
| | Year Ended December 31, | | | |
| | 2021 | | | 2020 | | | 2019 | |
Expected dividend yield | | | | 0% | | | | | | 0% | | | | | | 0% | | |
Expected volatility | | | 118% | - | 139% | | | | 82% | - | 126% | | | | 81% | - | 92% | |
Risk-free interest rate | | | 0.33% | - | 1.11% | | | | 0.2% | - | 1.69% | | | | 1.39% | - | 2.66% | |
Expected life (in years) | | | 3.8 | - | 4.5 | | | | 3.8 | - | 6.1 | | | | 5.5 | - | 6.1 | |
The following table summarizes the Company’s stock option activity, including grants to non-employees, for the year ended December 31, 2021:
| | Number of Shares | | | Weighted- Average Exercise Price | | | Weighted-Average Remaining Contractual Term (Years) | |
Options outstanding at December 31, 2020 | | | 4,361,872 | | | $ | 10.49 | | | | 6.05 | |
Granted | | | 1,490,266 | | | | 4.06 | | | | | |
Forfeited | | | (285,391 | ) | | | 8.10 | | | | | |
Cancelled | | | (610,287 | ) | | | 30.32 | | | | | |
Exercised | | | (315,800 | ) | | | 0.67 | | | | | |
Options outstanding at December 31, 2021 | | | 4,640,660 | | | $ | 6.64 | | | | 5.66 | |
The following table summarizes information about stock options outstanding at December 31, 2021:
| | Number of Shares | | | Weighted- Average Exercise Price | | | Weighted-Average Remaining Contractual Term (Years) | | | Aggregate Intrinsic Value (Millions) | |
Exercisable at December 31, 2021 | | | 1,887,155 | | | $ | 11.50 | | | | 5.40 | | | $ | 0.7 | |
Vested or expected to vest at December 31, 2021 | | | 4,498,953 | | | $ | 6.75 | | | | 5.65 | | | $ | 1.4 | |
The Company granted 1,490,266, 3,005,964, and 623,272 options to employees and non-employees during the years ended December 31, 2021, 2020, and 2019, respectively, with a weighted-average grant date fair value of $2.40, $0.53, and $21.23, respectively.
As of December 31, 2021, the Company had future employee stock-based compensation expense of approximately $4.0 million related to unvested stock options, which is expected to be recognized over an estimated weighted-average period of 1.5 years.
Restricted Stock Units
During 2021, 2020, and 2019, the Company issued Restricted Stock Units (“RSUs”) to certain employees which vest over two years and three years. The RSUs vest on defined vesting dates and in certain circumstances subject to certain performance criteria, subject to the continuous service with the Company at the applicable vesting event. Vesting can be accelerated upon a change in control under the Plan if the RSUs are not assumed by the successor company, and will be accelerated for certain executive officers under existing employment agreements if any such executive officer has a termination of employment in connection with a change in control event. When vested, the RSUs represent the right to be issued the number of shares of the Company’s common stock that is equal to the number of RSUs granted. The fair value of each RSU is estimated based upon the closing price of the Company’s common stock on the grant date. Share-based compensation expense related to RSUs is recognized over the requisite service period as adjusted for estimated forfeitures.
The following is a summary of the RSU activity, including performance restricted stock units, for the years ended December 31, 2021, 2020, and 2019:
| | Number of Restricted Stock Units Oustanding | | | Weighted- Average Grant Date Fair Value | |
Unvested December 31, 2018 | | | 382,098 | | | $ | 20.24 | |
Granted | | | 192,987 | | | | 31.42 | |
Vested | | | (85,153 | ) | | | 25.98 | |
Forfeited | | | (46,005 | ) | | | 21.38 | |
Unvested December 31, 2019 | | | 443,927 | | | $ | 23.88 | |
Granted | | | 3,112,382 | | | | 0.67 | |
Vested | | | (313,508 | ) | | | 19.38 | |
Forfeited | | | (245,402 | ) | | | 6.54 | |
Unvested December 31, 2020 | | | 2,997,399 | | | $ | 1.41 | |
Granted | | | 3,133,753 | | | | 2.77 | |
Vested | | | (1,891,869 | ) | | | 1.63 | |
Forfeited | | | (400,253 | ) | | | 1.86 | |
Unvested December 31, 2021 | | | 3,839,030 | | | $ | 2.36 | |
As of December 31, 2021, 2020, and 2019, the Company recorded approximately $4.8 million, $1.7 million, and $3.2 million, respectively, in compensation expense for the RSUs. As of December 31, 2021, the unrecognized stock-based compensation expense related to unvested RSUs was approximately $4.3 million, which is expected to be recognized over a weighted average period of approximately 1.3 years.
Performance Restricted Stock Units
In 2021 and 2020, the Company granted performance-based restricted stock units with vesting terms based on our attainment of certain operational targets by October 1, 2023 and October 1, 2022, respectively. The number of shares earnable under the 2021 and 2020 awards were based on achieving designated corporate goals. As of December 31, 2021 and 2020, the Company recorded approximately $0.9 million and $0.1 million, respectively, in compensation expense for these performance-based restricted stock units.
16. Warrants
On August 14, 2015, in connection with an amendment to a then-existing loan agreement with Silicon Valley Bank and first tranche borrowings thereunder, the Company issued 8,684 common stock warrants to the Prior Lenders to purchase shares of the Company’s common stock, with an exercise price of $40.30 per share. The warrants expire seven years from their respective issue date. The Company concluded that the warrants are considered equity instruments. The warrants were recognized at the relative fair value on the issuance date as a debt discount and were amortized using the effective interest method from issuance to the maturity of the note. None of these warrants were exercised during the years ended December 31, 2021, 2020, or 2019.
On April 28, 2017, the Company sold 24.9 million Units, each consisting of approximately 0.077 shares of the Company's Common Stock, a Series A Warrant to purchase approximately 0.077 shares of Common Stock with an exercise price of $13.00 per share, and a Series B Warrant to purchase approximately 0.058 shares of Common Stock with an exercise price of $13.00 per share at an offering price of $1.00 per Unit. 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. As such, all of the Series A Warrants were exercised prior to the expiration date. Each Series B Warrant were exercisable 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, and were liability classified. All Series B Warrants have been exercised as of December 31, 2021.
On February 24, 2020, the Company entered into a Series B Warrants Exchange Agreement (the “Exchange Agreement”) with certain holders of its unexercised Series B Warrants. Under the terms of the Exchange Agreement, each Series B Warrant was canceled in exchange for 0.61 shares of common stock. The Warrant holders participating in the exchange held 3,373,900 of the 3,638,780 Series B Warrants then outstanding and received an aggregate of 2,040,757 shares of common stock. As a result, the warrant liability decreased by $2.5 million and the additional paid in capital increased by the same amount. As a result of the March 2020 Public Offering and adjustment feature, the exercise price of all outstanding Series B Warrants has been adjusted to $0.35 per share and the number of shares of common stock reserved for and issuable upon the exercise of outstanding Series B Warrants has been adjusted to 567,660 underlying warrant shares as of December 31, 2020. The remaining Series B Warrants were exercised in full in February 2021.
On March 10, 2020, the Company closed an underwritten public offering under which it issued, as part of units and the exercise of an over-allotment option, 25,367,646 Series C Warrants, each to acquire one share of common stock at an exercise price of $0.68 per share, and 25,367,646 Series D Warrants, each to acquire one share of common stock at an exercise price of $0.68 per share. As of December 31, 2021, 25,306,942 Series C Warrants and 24,354,263 Series D Warrants have been exercised. The remaining Series C warrants expired on March 10, 2021.
The Series C Warrants and Series D Warrants are equity classified. The fair value of the Series C Warrants and Series D Warrants on the issuance date was determined using a Black-Scholes Merton model. The unit proceeds were then allocated to the Common Stock, Series A Preferred Stock, Series C Warrants, and Series D Warrants, respectively, based on their relative fair values. As a result, the Company determined that a beneficial conversion feature was created by the difference between the effective conversion price of the preferred stock and the fair value of the Company's Common Stock as of the issuance date. The Company therefore recorded a beneficial conversion feature of $0.4 million as a deemed dividend included in additional paid-in capital and an immediate charge to earnings available to common stockholders for the year ended December 31, 2020.
On May 10, 2017, in connection with the entry into the Innovatus Loan Agreement, the Company issued warrants to Innovatus to purchase shares of the Company’s common stock. The warrants are issued on the funding date of each tranche and will expire five (5) years from such issue date. The warrants issued in connection with funding of the first tranche will entitle Innovatus to purchase up to 95,750 shares of the Company’s common stock at an exercise price of $13.00 per share. None of these warrants were exercised as of December 31, 2021, 2020 or 2019.
On September 12, 2017, the Company entered into a service agreement with a third-party vendor. In connection with the service agreement, the Company issued 73,076 common stock warrants (“Service Warrants”) to purchase shares of the Company’s common stock, with an exercise price of $13.00 per share. The Service Warrants vest as follow: (a) twenty-five percent (25%) on the date of execution of the services agreement; (b) fifty percent (50%) upon completion of hiring the sales team; and (c) the remaining twenty-five percent (25%) upon achieving cumulative product revenue of $15.0 million. The Service Warrants expire ten years from their issue date. The Company concluded that the Service Warrants are considered equity instruments. The fair value of the Service Warrants on the issuance date was determined using a Black-Scholes Merton model. The fair value of the remaining Service Warrants was updated each reporting period and the expense was recorded over the service period. In February 2018, the Company terminated its relationship with the vendor and accelerated the full vesting of the Service Warrants in accordance with the service agreement. None of these warrants were exercised during the years ended December 31, 2021, 2020 or 2019.
| | Number of Warrant Shares | | | Weighted- Average Exercise Price | | | Weighted- Average Remaining Contractual Life (in years) | | | Weighted- Average Fair Value | |
Outstanding at December 31, 2018 | | | 333,034 | | | | 13.39 | | | | 3.70 | | | | 3.38 | |
Exercised | | | (15,385 | ) | | | 13.00 | | | | - | | | | - | |
Reserve for future issuance | | | 1,753,523 | | | | 1.39 | | | | 2.20 | | | | 1.22 | |
Outstanding at December 31, 2019 | | | 2,071,172 | | | $ | 2.05 | | | | 2.40 | | | $ | 1.34 | |
Granted | | | 50,735,292 | | | | 0.68 | | | | 2.40 | | | | 0.19 | |
Exercised | | | (4,911,764 | ) | | | 0.68 | | | | - | | | | - | |
Exchanged | | | (2,040,757 | ) | | | 1.24 | | | | - | | | | - | |
Reserve for future issuance | | | 644,966 | | | | 0.35 | | | | 1.30 | | | | 0.45 | |
Unvested December 31, 2020 | | | 46,498,909 | | | $ | 0.71 | | | | 2.40 | | | $ | 0.20 | |
Exercised | | | (45,317,101 | ) | | | 0.68 | | | | - | | | | - | |
Expired | | | (61,508 | ) | | | 1.35 | | | | - | | | | - | |
Outstanding at December 31, 2021 | | | 1,120,300 | | | $ | 1.94 | | | | 3.00 | | | $ | 0.55 | |
The aggregate intrinsic value of the common stock warrants in the above table was $0.4 million, $0.2 million, and $0.2 million at December 31, 2021, 2020, and 2019, respectively. The aggregate intrinsic value is before applicable income taxes and is calculated based on the difference between the exercise price of the warrants and the estimated fair market value of the applicable stock as of the respective dates.
17. Equity Offerings
At-the-Market Offerings
On August 12, 2019, the Company entered a Controlled Equity Offering Sales Agreement (the “2019 Sales Agreement”), with Cantor Fitzgerald & Co., (“Cantor”), and commenced an at-the-market offering (the “2019 ATM Offering”) pursuant to which the Company could sell from time to time, at its option, up to an aggregate of $25.0 million shares of the Company’s common stock, through Cantor, as sales agent. The 2019 ATM Offering was completed in February 2020.
On October 9, 2020, the Company filed a prospectus supplement relating to an at-the-market offering with Cantor pursuant to which the Company could sell from time to time, at its option, up to an aggregate of $40.0 million of shares of the Company’s common stock, through Cantor as sales agent, pursuant to the 2019 Sales Agreement (the “2020 ATM Offering”). The Company terminated this agreement in January 2021.
On May 19, 2021, the Company entered into a Controlled Equity Offering Sales Agreement (the “2021 Sales Agreement”) with Cantor, Robert W. Baird & Co. Incorporated (“Baird”) and Oppenheimer & Co. Inc. (“Oppenheimer”). The Company commenced an at-the-market offering (the “2021 ATM Offering”) pursuant to which the Company could sell from time to time, at its option, up to an aggregate of $100.0 million shares of the Company’s common stock.
The following table summarizes the total sales under the 2019, 2020, and 2021 ATM Offerings during the years ended December 31, 2021, 2020 and 2019, respectively (in thousands except for share and per share amounts):
| | December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
Total shares of common stock sold | | | 20,237,045 | | | | 23,008,639 | | | | 1,374,685 | |
| | | | | | | | | | | | |
Average price per share | | $ | 1.53 | | | $ | 0.90 | | | $ | 5.23 | |
| | | | | | | | | | | | |
Gross proceeds | | $ | 30,943 | | | $ | 20,822 | | | $ | 7,193 | |
Commissions | | $ | 928 | | | $ | 625 | | | $ | 212 | |
Net proceeds | | $ | 30,015 | | | $ | 20,197 | | | $ | 6,981 | |
Public Offerings of Securities
On March 10, 2020, the Company closed the March 2020 Public Offering and sold an aggregate of 14,121,766 Class A Units at a public offering price of $0.68 per Class A Unit and 7,937,057 Class B Units at a public offering price of $0.68 per Class B Unit. The underwriter for the public offering exercised an overallotment option and purchased 3,308,823 Series C Warrants and 3,308,823 Series D Warrants.
All of the shares of Series A Preferred Stock were converted to 7.9 million shares of common stock by the holders by June 30, 2020. Upon conversion, the Company recorded $0.3 million as a deemed dividend as an immediate charge to earnings available to common stockholders for the year ended December 31, 2020. In accordance with the Series A Preferred Stock Certificate of Designation, the shares of Series A Preferred Stock regained the status of authorized and unissued shares of preferred stock.
The net proceeds to the Company from the March 2020 Public Offering were approximately $13.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. Approximately 4.9 million Series C Warrants were exercised during the year ended December 31, 2020, generating net proceeds of $3.3 million.
On July 6, 2020, the Company completed an underwritten public offering of 42,857,142 shares of its common stock, including the underwriter’s full exercise of an over-allotment option, at the public offering price per share of $0.35 per share, generating net proceeds of approximately $13.6 million. Following the offering, the exercise price of the outstanding Series B Warrants was adjusted to $0.35 per share and the number of shares of common stock underlying such warrants increased to 567,660 shares.
On January 12, 2021, the Company sold in a registered direct offering, 25,000,000 shares of common stock at a purchase price per share of $1.25 for aggregate gross proceeds of $31.25 million, and net proceeds of $28.6 million.
On January 29, 2021, the Company completed an underwritten public offering of 26,545,832 shares of its common stock, including the underwriter’s full exercise of an over-allotment option on February 1, 2021, at the public offering price of $3.00 per share, for aggregate gross proceeds of $79.6 million and net proceeds of approximately $73.4 million.
During the year ended December 31, 2021, the Company issued 45,317,101 shares of common stock upon the exercise of Series B, C, and D warrants for aggregate proceeds of $30.6 million.
Firm Commitment Offering
On September 4, 2019, the Company entered into an Underwriting Agreement, or the Underwriting Agreement, with Cantor. Subject to the terms and conditions of the 2019 Underwriting Agreement, the Company sold to Cantor, in a firm commitment underwritten offering, 2,153,846 shares of the Company’s common stock. In addition, the Company granted Cantor a 30-day option to purchase 323,077 of additional shares of common stock. The Company raised $18.8 million in gross proceeds under this offering during the year ended December 31, 2019. The option to purchase additional shares of common stock was not exercised.
18. 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 potential dilutive common shares that were outstanding during the period when the effect is dilutive. Potential dilutive common shares consist of incremental shares issuable upon exercise of stock options, restricted stock units, warrants and preferred stock. For the year ended December 31, 2020, the effects of the Series A Preferred Stock beneficial conversion charge and conversion are included in the calculation of net loss attributable to common stockholders. In computing diluted net loss per share for the years ended December 31, 2021, 2020, and 2019, no adjustments have been made to the weighted average outstanding common shares as the assumed exercise of outstanding options, warrants and restricted stock units would be anti-dilutive.
Potential common shares not included in calculating diluted net loss per share are as follows:
| | December 31, | | | December 31, | | | December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
Stock options | | | 4,640,660 | | | | 4,361,872 | | | | 1,830,958 | |
Stock warrants | | | 1,120,300 | | | | 46,498,909 | | | | 2,071,172 | |
Nonvested restricted stock units | | | 3,839,030 | | | | 2,959,099 | | | | 443,927 | |
Total | | | 9,599,990 | | | | 53,819,880 | | | | 4,346,057 | |
19. Restructuring
During the fourth quarter of 2019, the Company announced the implementation of a restructuring plan to reduce operating expenses as the Company continues the global market development of the Senhance platform. Under the restructuring plan, the Company reduced headcount primarily in the sales and marketing functions and determined that the carrying value of its inventory exceeded the net realizable value due to a decrease in expected sales. The restructuring charges amounted to $8.8 million, of which $7.4 million was an inventory write down and was included in cost of product revenue and $1.4 million related to employee severance costs and was included as restructuring and other charges in the consolidated statements of operations and comprehensive loss, for the year ended December 31, 2019. During the year ended December 31, 2020, the Company continued the restructuring efforts with additional headcount reductions which resulted in $0.9 million related to severance costs. Payments under the restructuring plan concluded in 2020. During the year ended December 31, 2020, the activity related to the Company's restructuring liability, which is included in accrued expenses in the consolidated balance sheet, was as follows:
| | Restructuring Liability | |
| | (In thousands) | |
Balance at December 31, 2019 | | $ | 882 | |
Amount charged to operating expenses | | | 851 | |
Cash payments | | | (1,733 | ) |
Balance at December 31, 2020 | | $ | — | |
20. Commitments and Contingencies
Legal Proceedings
No liability or related charge was recorded to earnings in the Company’s consolidated financial statements for legal contingencies for the years ended December 31, 2021, 2020 and 2019.
License and Supply Agreements
As discussed in Note 3, in September 2015, the Company completed the Senhance Acquisition. As part of this transaction, the Company assumed certain license and supply agreements. The Company has placed orders with various suppliers for the purchase of certain tooling, supplies and contract engineering and research services. Commitments under these agreements amount to approximately $2.3 million in 2022, $0.1 million in 2023, and $0.2 million in 2024 when the agreements terminate.
21. Related Person Transactions
In March 2018, Asensus Surgical Europe S.à.r.l entered into a Service Supply Agreement with 1 Med 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 1 Med S.A. Expenses under the Service Supply Agreement were approximately $186,000, $110,000, and $12,000 for the years ended December 31, 2021, 2020 and 2019, respectively.