Balance Sheet Components | 5 . Balance Sheet Components a. Inventories Inventories, net consist of the following (in thousands): September 30, December 31, 2021 2020 Raw materials $ 2,669 $ 3,788 Work in progress 4,325 10,710 Finished goods 40,278 21,254 Finished goods - right of return 4,257 3,416 $ 51,529 $ 39,168 b. Property and Equipment Property and equipment, net consist of the following (in thousands): September 30, December 31, 2021 2020 Leasehold improvements $ 2,605 $ 2,523 Manufacturing equipment and toolings 9,832 8,529 Computer equipment 1,637 2,522 Software 6,581 3,010 Furniture and fixtures 1,542 1,040 22,197 17,624 Less accumulated depreciation (7,311 ) (5,323 ) $ 14,886 $ 12,301 Depreciation expense for the three months ended September 30, 2021 and 2020 was $0.7 million and $0.9 million, respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 was $2.2 million and $1.4 million, respectively. 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 The carrying amount of goodwill as of September 30, 2021 and December 31, 2020 were as follows (in thousands): Plastic Surgery miraDry Total Balances as of December 31, 2020 Goodwill 23,480 7,629 31,109 Accumulated impairment losses (14,278 ) (7,629 ) (21,907 ) Goodwill, net $ 9,202 $ — $ 9,202 Balances as of September 30, 2021 Goodwill 23,480 7,629 31,109 Accumulated impairment losses (14,278 ) (7,629 ) (21,907 ) Goodwill, net $ 9,202 $ — $ 9,202 The components of the Company’s other intangible assets consist of the following (in thousands): Average Amortization September 30, 2021 Period Gross Carrying Accumulated Intangible (in years) Amount Amortization Assets, net Intangibles with definite lives Customer relationships 10 $ 4,940 $ (4,132 ) $ 808 Trade names - finite life 12 800 (372 ) 428 Non-compete agreement 2 80 (80 ) — Regulatory approvals 1 670 (670 ) — Acquired FDA non-gel product approval 11 1,713 (1,713 ) — Manufacturing know-how 19 8,240 (1,455 ) 6,785 Total definite-lived intangible assets $ 16,443 $ (8,422 ) $ 8,021 Intangibles with indefinite lives Trade names - indefinite life — 450 — 450 Total indefinite-lived intangible assets $ 450 $ — $ 450 Average Amortization December 31, 2020 Period Gross Carrying Accumulated Intangible (in years) Amount Amortization Assets, net Intangibles with definite lives Customer relationships 10 $ 4,940 $ (3,856 ) $ 1,084 Trade names - finite life 12 800 (322 ) 478 Non-compete agreement 2 80 (80 ) — Regulatory approvals 1 670 (670 ) — Acquired FDA non-gel product approval 11 1,713 (1,713 ) — Manufacturing know-how 19 8,240 (865 ) 7,375 Total definite-lived intangible assets $ 16,443 $ (7,506 ) $ 8,937 Intangibles with indefinite lives Trade names - indefinite life — 450 — 450 Total indefinite-lived intangible assets $ 450 $ — $ 450 Amortization expense for both the three months ended September 30, 2021 and 2020 were $0.3 million. Amortization expense for the nine months ended September 30, 2021 and 2020 was $0.9 million and $1.0 million, respectively. The following table summarizes the future estimated amortization expense relating to the Company's definite-lived intangible assets as of September 30, 2021 (in thousands): Amortization Period Expense 2021 $ 305 2022 1,163 2023 1,092 2024 948 2025 805 Thereafter 3,708 $ 8,021 d. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Payroll and related expenses $ 4,389 $ 3,003 Accrued severance 452 2,900 Accrued commissions 3,494 4,734 Accrued manufacturing 252 225 Deferred and contingent consideration, current portion 3,195 10,146 Audit, consulting and legal fees — 48 Accrued sales and marketing expenses 96 300 Lease liabilities 1,618 1,588 Other 8,789 5,464 $ 22,285 $ 28,408 e . Accrued warranties The following table provides a rollforward of the accrued assurance-type warranties (in thousands): Nine Months Ended September 30, 2021 2020 Balance as of January 1 $ 1,934 $ 1,397 Warranty costs incurred during the period (270 ) (83 ) Changes in accrual related to warranties issued during the period 673 367 Changes in accrual related to pre-existing warranties 11 (5 ) Balance as of September 30 $ 2,348 $ 1,676 As of September 30, 2021 and 2020, both balances are included in “Warranty reserve and other long-term 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. Common stock warrants The Company’s common stock warrant liabilities are carried at fair value determined according to the fair value hierarchy described above. The Company has utilized an option pricing valuation model to determine the fair value of its outstanding common stock warrant liabilities. The inputs to the model include fair value of the common stock related to the warrant, exercise price of the warrant, expected term, expected volatility, risk-free interest rate and dividend yield. The warrants are valued using the fair value of common stock as of the measurement date. The Company estimates its expected stock volatility based on company-specific historical and implied volatility information of its stock. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. The Company has estimated a 0% dividend yield based on the expected dividend yield and the fact that the Company has never paid or declared dividends. As several significant inputs are not observable, the overall fair value measurement of the warrants is classified as Level 3. As of the current period ended September 30, 2021, all warrants have expired. Contingent consideration The Company assessed the fair value of the contingent consideration for future royalty payments related to the acquisition of BIOCORNEUM and the contingent consideration for the future milestone payments related to the acquisition of miraDry using a Monte-Carlo simulation model. The contingent consideration related to the acquisition of BIOCORNEUM consist 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 revenue discount rate, which was 21.0%. The contingent consideration for milestone payments related to the acquisition of miraDry was based on the timing of achievement of target net sales, which is estimated based on an internal management forecast. The significant assumption utilized in the fair value measurement was the miraDry company discount rate, which was 11.2%. As these inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of September 30, 2021, the remaining liability for the miraDry contingent consideration was approximately $31,000. Derivative liability Prior to the amendment, the Company assessed on a quarterly basis the fair value of the derivative liability associated with the conversion feature in the convertible note due in 2025. The conversion feature was initially bifurcated and recorded as a derivative liability on the condensed consolidated balance sheets with a corresponding discount at the date of issuance that netted against the principal amount of the note. The Company utilized a binomial lattice method to determine the fair value of the conversion feature, which utilized inputs including the common stock price, volatility of common stock, the risk-free interest 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). As the probability of conversion is a significant unobservable input, the overall fair value measurement of the conversion feature was classified as Level 3. As a result of the amendment, the conversion feature met the c riteria for equity classification and has been reclassified to “Additional paid in capital” on the condensed consolidated balance sheet. The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands): Fair Value Measurements as of September 30, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration $ — $ — $ 106 $ 106 $ — $ — $ 106 $ 106 Fair Value Measurements as of December 31, 2020 Using: Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration $ — $ — $ 7,026 $ 7,026 Liability for derivative — — 26,570 26,570 $ — $ — $ 33,596 $ 33,596 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): Contingent consideration liability Derivative liability Balance, December 31, 2020 $ 7,026 $ 26,570 Change in fair value 49 14,460 Settlements (6,969 ) — Reclassification to equity — (41,030 ) Balance, September 30, 2021 $ 106 $ — 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 Company recognized changes in the fair value of the derivative liability in “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. |