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Balance Sheet Components
6 Months Ended
Jun. 30, 2023
Balance Sheet Related Disclosures [Abstract]  
Balance Sheet Components
5.
Balance Sheet Components
a.
Inventories

Inventories consist of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Raw materials

 

$

3,268

 

 

$

2,765

 

Work in progress

 

 

2,947

 

 

 

4,245

 

Finished goods

 

 

30,192

 

 

 

31,438

 

Finished goods - right of return

 

 

3,001

 

 

 

4,244

 

 

 

$

39,408

 

 

$

42,692

 

 

b.
Property and Equipment

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

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Leasehold improvements

 

$

6,361

 

 

$

6,264

 

Manufacturing equipment and tooling

 

 

11,714

 

 

 

11,259

 

Computer equipment

 

 

1,771

 

 

 

1,690

 

Software

 

 

6,668

 

 

 

6,393

 

Furniture and fixtures

 

 

1,200

 

 

 

1,205

 

 

 

27,714

 

 

 

26,811

 

Less accumulated depreciation

 

 

(13,730

)

 

 

(11,870

)

 

$

13,984

 

 

$

14,941

 

depreciation expense

Depreciation expense for the three months ended June 30, 2023 and 2022 was $0.9 million and $0.7 million, respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was $1.9 million and $1.5 million, respectively. There were no impairments recorded during the six months ended June 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 1st and whenever circumstances suggest that goodwill may be impaired.

The carrying amount of goodwill is $9.2 million for the years ended June 30, 2023 and December 31, 2022.

 

The components of the Company’s other intangible assets consist of the following (in thousands):

 

 

Average

 

 

 

 

 

 

Amortization

 

 

June 30, 2023

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

10

 

 

$

4,940

 

 

$

(4,592

)

 

$

348

 

Trade names - finite life

 

 

12

 

 

 

800

 

 

 

(489

)

 

 

311

 

Manufacturing know-how

 

 

19

 

 

 

8,240

 

 

 

(2,893

)

 

 

5,347

 

Developed technology

 

 

8

 

 

 

21,166

 

 

 

(3,741

)

 

 

17,425

 

Total definite-lived intangible assets

 

 

 

$

35,146

 

 

$

(11,715

)

 

$

23,431

 

Intangibles with indefinite lives

 

 

 

 

 

 

 

 

 

 

 

 

Total trade names - indefinite-lived

 

 

 

 

 

450

 

 

 

 

 

 

450

 

Total definite and indefinite-lived intangibles

 

 

 

 

$

35,596

 

 

$

(11,715

)

 

$

23,881

 

 

 

 

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 both the three months ended June 30, 2023 and 2022 was $0.9 million respectively. Amortization expense for the six months ended June 30, 2023 and 2022 was $1.8 and $1.9 million respectively. 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 June 30, 2023 (in thousands):

 

 

Amortization

 

Period

 

Expense

 

2023

 

$

1,886

 

2024

 

 

3,628

 

2025

 

 

3,485

 

2026

 

 

3,312

 

2027

 

 

3,230

 

Thereafter

 

 

7,890

 

 

$

23,431

 

 

d.
Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Accrued payroll and bonuses

 

$

4,731

 

 

$

4,962

 

Accrued severance

 

 

589

 

 

 

1,232

 

Accrued commissions

 

 

1,405

 

 

 

3,017

 

Deferred and contingent consideration, current portion

 

 

3,031

 

 

 

3,030

 

Lease liabilities

 

 

2,053

 

 

 

1,823

 

Other

 

 

5,400

 

 

 

8,535

 

 

$

17,209

 

 

$

22,599

 

 

e.
Warranty Reserve

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

 

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

Balance as of January 1

 

$

8,828

 

 

$

2,505

 

Warranty costs incurred during the period

 

 

(404

)

 

 

(266

)

Changes in accrual related to warranties issued during the period

 

 

902

 

 

 

513

 

Changes in accrual related to pre-existing warranties

 

 

(9

)

 

 

12

 

Balance as of June 30

 

$

9,317

 

 

$

2,764

 

Less short-term portion

 

$

(539

)

 

$

 

Long-term portion

 

$

8,778

 

 

$

2,764

 

 

As of June 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 125%. 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 certain embedded derivatives related to the conversion features of the Convertible Notes. Refer to Note 7 to the unaudited condensed consolidated financial statements for further details on the Convertible Notes. In accordance with ASC 815-40, Derivatives and Hedging Activities, the embedded conversion options contained within the Convertible Notes were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through each reporting date. The Company utilized a binomial lattice model to calculate the fair value of the embedded derivatives. 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 binomial lattice model is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

 

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 following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 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

 

 

 

June 30, 2023 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Liability for contingent consideration

 

$

 

 

$

 

 

$

2,908

 

 

$

2,908

 

 

$

 

 

$

 

 

$

2,908

 

 

$

2,908

 

 

 

 

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

 

 

93

 

Balance, June 30, 2023

 

$

2,908

 

 

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 consolidated balance sheet.

The Company recognizes changes in the fair value of the derivative liability as “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.