Balance Sheet Components | 5. Balance Sheet Components a. Inventories Inventories consist of the following (in thousands): September 30, December 31, 2023 2022 Raw materials $ 3,488 $ 2,765 Work in progress 2,997 4,245 Finished goods 29,486 31,438 Finished goods - right of return 3,297 4,244 $ 39,268 $ 42,692 b. Property and Equipment, net Property and equipment, net consist of the following (in thousands): September 30, December 31, 2023 2022 Leasehold improvements $ 6,375 $ 6,264 Manufacturing equipment and tooling 11,817 11,259 Computer equipment 1,796 1,690 Software 6,756 6,393 Furniture and fixtures 1,200 1,205 27,944 26,811 Less accumulated depreciation ( 14,655 ) ( 11,870 ) $ 13,289 $ 14,941 Depreciation expense for the three months ended September 30, 2023 and 2022 was $ 0.9 million and $ 0.6 million, respectively. Depreciation expense for the nine months ended September 30, 2023 and 2022 was $ 2.8 million and $ 2.2 million, respectively. There were no impairments recorded during the nine months ended September 30, 2023 and 2022. c. Goodwill and Other Intangible Assets, net Following the sale of the miraDry business, the Company has one reporting unit, Plastic Surgery, formerly known as Breast Products. The Company evaluates goodwill for impairment at least annually on October 1 st and whenever circumstances suggest that goodwill may be impaired. The carrying amount of goodwill is $ 9.2 million for the years ended September 30, 2023 and December 31, 2022. The components of the Company’s other intangible assets consist of the following (in thousands): Average Amortization September 30, 2023 Period Gross Carrying Accumulated Intangible (in years) Amount Amortization Assets, net Intangibles with definite lives Customer relationships 10 $ 4,940 $ ( 4,640 ) $ 300 Trade names - finite life 12 800 ( 506 ) 294 Manufacturing know-how 19 8,240 ( 3,100 ) 5,140 Developed technology 8 22,579 ( 4,431 ) 18,148 Total definite-lived intangible assets $ 36,559 $ ( 12,677 ) $ 23,882 Intangibles with indefinite lives Total trade names - indefinite-lived 450 — 450 Total definite and indefinite-lived intangibles $ 37,009 $ ( 12,677 ) $ 24,332 Average Amortization December 31, 2022 Period Gross Carrying Accumulated Intangible (in years) Amount Amortization Assets, net Intangibles with definite lives Customer relationships 10 $ 4,940 $ ( 4,493 ) $ 447 Trade names - finite life 12 800 ( 456 ) 344 Manufacturing know-how 19 8,240 ( 2,479 ) 5,761 Developed technology 8 21,163 ( 2,489 ) 18,674 Total definite-lived intangible assets $ 35,143 $ ( 9,917 ) $ 25,226 Intangibles with indefinite lives Total trade names - indefinite-lived 450 — 450 Total definite and indefinite-lived intangibles $ 35,593 $ ( 9,917 ) $ 25,676 Amortization expense for the three months ended September 30, 2023 and 2022 was $ 1.0 and $ 0.9 million, respectively. Amortization expense for both the nine months ended September 30, 2023 and 2022 was $ 2.8 million. Amortization expense is recorded in general and administrative expense in the condensed consolidated statement of operations, with the exception of manufacturing know-how and developed technology, which is recorded in cost of goods sold. The following table summarizes the future estimated amortization expense relating to the Company's definite-lived intangible assets as of September 30, 2023 (in thousands): Amortization Period Expense 2023 $ 999 2024 3,851 2025 3,708 2026 3,535 2027 3,454 Thereafter 8,335 $ 23,882 d. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): September 30, December 31, 2023 2022 Accrued payroll and bonuses $ 5,630 $ 4,962 Accrued severance 720 1,232 Accrued commissions 670 3,017 Deferred and contingent consideration, current portion 5,795 3,030 Lease liabilities 1,839 1,823 Other 6,001 8,535 $ 20,655 $ 22,599 e. Warranty Reserve The following table provides a rollforward of the accrued assurance-type warranties (in thousands): Nine Months Ended September 30, 2023 2022 Balance as of January 1 $ 8,828 $ 2,505 Warranty costs incurred during the period ( 797 ) ( 413 ) Changes in accrual related to warranties issued during the period 1,152 633 Changes in accrual related to pre-existing warranties 357 ( 50 ) Balance as of September 30 $ 9,540 $ 2,675 Less short-term portion $ ( 782 ) $ — Long-term portion $ 8,758 $ 2,675 As of September 30, 2023 and 2022, the liability for the long-term balance is included in “Warranty reserve,” and the short-term portion is included in “Accrued and other current liabilities." f. Liabilities measured at fair value Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Contingent consideration The contingent consideration balance consists of milestone payments related to the acquisition of Viality and future royalty payments related to the acquisition of BIOCORNEUM. The Company assessed the fair value of all contingent consideration using a Monte-Carlo simulation model. The contingent consideration related to Viality is based on the achievement of certain clinical endpoints following the completion of a study measuring retention rates using the fat transfer products. The significant assumptions utilized in the fair value measurement was risk-free rate, the probable retention rate based on historical data and the Company's equity volatility of 95.0 %. Any subsequent changes to the fair value of contingent consideration will be recorded as an adjustment to the carrying value of the assets acquired. The contingent consideration related to the acquisition of BIOCORNEUM consists of royalty obligations based on future net sales for a defined term, beginning in 2024. The significant assumption utilized in the fair value measurement was the discount rate, which was 24.0 %. As these inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. Derivative liability The Company identified embedded derivatives related to the Convertible Notes' conversion option features. Refer to Note 7 to the unaudited condensed consolidated financial statements for further details on the Convertible Notes. The conversion option features associated with the Convertible Notes were deemed embedded derivatives requiring bifurcation. In accordance with ASC 815-40, Derivatives and Hedging Activities, the conversion option features were accounted for as derivative liabilities at the date of issuance with changes in the fair value due to remeasurement recorded each reporting period. On January 19, 2023, the Company effected a Reverse Stock Split, and upon the effectiveness of the Reverse Stock Split, the Company deemed it appropriate to reassess the conversion features of its Convertible Notes. As noted above, the conversion features were separately bifurcated and accounted for as embedded derivatives. Based on the Company’s reassessment, it has concluded that the conversion features meet the criteria for equity classification and has reclassified the fair value of the bifurcated conversion features to “Additional paid in capital” on the condensed consolidated balance sheet. The Company was not in compliance with the minimum revenue financial covenant under the Restated Agreement with Deerfield at September 30, 2023. Under the terms of the Restated Agreement with Deerfield, a breach of a financial covenant is deemed an event of default and, at the election of Deerfield, a default interest of 2.0 % can be charged in addition to the applicable interest rate in effect (“contingent interest feature”). The contingent interest feature was identified as an embedded derivative requiring bifurcation at the date of issuance, however the fair value of the embedded derivative was deemed insignificant as an event of default was deemed unlikely and would continue to be insignificant until an event of default occurred. As of September 30, 2023, in connection with the breach of the minimum revenue financial covenant, the Company has recognized a derivative liability related to the contingent interest feature. The contingent interest feature embedded derivative is required to be remeasured at fair value each reporting period with changes in fair value recorded in the condensed consolidated statement of operations. The Company utilized a binomial lattice model to calculate the fair value of the conversion option features embedded derivative. Significant observable and unobservable inputs include, conversion price, stock price, dividend rate, expected volatility, risk-free rate, and the probability of conversion to common shares at the Base Conversion Rate in the event of a major transaction (e.g., a change in control). The fair value of the contingent interest feature is calculated as the present value of the expected payments, using significant observable and unobservable inputs, including credit market yields of 20.67 % and 24.12 %, risk-adjusted discount rates and a probability of default event of 100 % for the Convertible Notes. The binomial lattice and discounted cash flow models are a Level 3 valuation technique because they require the development of significant internal assumptions in addition to observable market indicators. The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands): Fair Value Measurements as of September 30, 2023 Using: Level 1 Level 2 Level 3 Total Liabilities: Liability for embedded derivative $ — $ — $ 3,153 $ 3,153 Liability for contingent consideration $ — $ — $ 4,321 $ 4,321 $ — $ — $ 7,474 $ 7,474 Fair Value Measurements as of December 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities: Liability for embedded derivative $ — $ — $ 880 $ 880 Liability for contingent consideration $ — $ — $ 2,815 $ 2,815 $ — $ — $ 3,695 $ 3,695 The following table provides a rollforward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs (in thousands): Fair Value Measurements Balance, December 31, 2022 $ 3,695 Embedded derivative reclassified to equity ( 880 ) Change in fair value – contingent consideration 1,506 Change in fair value – embedded derivative 3,153 Balance, September 30, 2023 $ 7,474 The liability for the current portion of contingent consideration is included in “Accrued and other current liabilities” and the long-term portion is included in “Deferred and contingent consideration” in the condensed consolidated balance sheets. The liability for the embedded derivative is recorded as “Derivative liability” in the condensed consolidated balance sheets. The Company recognizes changes in the fair value of the derivative liability as “Change in fair value of derivative liability” in the condensed consolidated statement of operations and changes in the contingent consideration are recognized in “General and administrative” expense in the condensed consolidated statement of operations. |