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Balance Sheet Components
12 Months Ended
Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]  
Balance Sheet Components

(4) Balance Sheet Components

Inventories, net consist of the following (in thousands):

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Raw materials

 

$

2,109

 

 

$

3,788

 

Work in progress

 

 

4,796

 

 

 

10,710

 

Finished goods

 

 

41,982

 

 

 

21,254

 

Finished goods - right of return

 

 

4,027

 

 

 

3,416

 

 

 

$

52,914

 

 

$

39,168

 

At December 31, 2021 and 2020, approximately $8.0 million and $5.7 million, respectively, of inventory was held on consignment at doctors’ offices, clinics, and hospitals. The value and quantity at any one location is not significant.

 

Property and equipment, net consist of the following (in thousands):

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Leasehold improvements

 

$

2,734

 

 

$

2,523

 

Manufacturing equipment and tooling

 

 

9,922

 

 

 

8,529

 

Computer equipment

 

 

1,672

 

 

 

2,522

 

Software

 

 

6,379

 

 

 

3,010

 

Furniture and fixtures

 

 

1,542

 

 

 

1,040

 

 

 

 

22,249

 

 

 

17,624

 

Less accumulated depreciation

 

 

(8,251

)

 

 

(5,323

)

 

 

$

13,998

 

 

$

12,301

 

 

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $3.1 million, $2.0 million and $0.8 million, respectively. There have been no impairments recorded during the years ended December 31, 2021, 2020 and 2019.

Accrued and other current liabilities consist of the following:

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Payroll and related expenses

 

$

5,188

 

 

$

3,003

 

Accrued severance

 

 

248

 

 

 

2,900

 

Accrued commissions

 

 

4,329

 

 

 

4,734

 

Accrued manufacturing

 

 

121

 

 

 

225

 

Deferred and contingent consideration, current portion

 

 

2,431

 

 

 

10,146

 

Audit, consulting and legal fees

 

 

185

 

 

 

48

 

Accrued sales and marketing expenses

 

 

159

 

 

 

300

 

Lease liabilities

 

 

1,666

 

 

 

1,588

 

Other

 

 

6,971

 

 

 

5,464

 

 

 

$

21,298

 

 

$

28,408

 

The following table provides a rollforward of the accrued warranties (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Balance as of January 1

 

$

1,934

 

 

$

1,397

 

Warranty costs incurred during the period

 

 

(399

)

 

 

(122

)

Changes in accrual related to warranties issued during the period

 

 

933

 

 

 

589

 

Changes in accrual related to pre-existing warranties

 

 

37

 

 

 

70

 

Balance as of December 31

 

$

2,505

 

 

$

1,934

 

As of December 31, 2021, and 2020, both balances are included in “Warranty reserve and other long-term liabilities”.

Liabilities measured at fair value

Contingent consideration

The contingent consideration balance consists of milestone payments related to the acquisition of AuraGen 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 AuraGen is based on the achievement of certain clinical endpoints following the completion of a study measuring retention rates using the fat grafting products. The significant assumptions utilized in the fair value measurement was the probable retention rate based on historical data and the Company's equity volatility of 95%. 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 21.0%.

As these inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3.

Derivative liability

 

Prior to the amendment in September 2021 discussed in Note 7, 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 criteria for equity classification and has been reclassified to “Additional paid in capital” on the 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 December 31, 2021 and 2020 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands):

 

 

 

Fair Value Measurements as of

 

 

 

December 31, 2021 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Liability for contingent consideration

 

$

 

 

$

 

 

$

3,114

 

 

$

3,114

 

 

 

$

 

 

$

 

 

$

3,114

 

 

$

3,114

 

 

 

 

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

 

Additions

 

 

2,615

 

 

 

 

Change in fair value

 

 

442

 

 

 

14,460

 

Settlements

 

 

(6,969

)

 

 

 

Reclassification to equity

 

 

 

 

 

(41,030

)

Balance, December 31, 2021

 

$

3,114

 

 

$

 

 

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 consolidated balance sheets.

 

The Company recognizes changes in the fair value of the derivative liability in “Change in fair value of derivative liability” in the consolidated statement of operations and changes in the contingent consideration are recognized in “General and administrative” expense in the consolidated statement of operations.