Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | SIENTRA, INC. | ||
Entity Central Index Key | 0001551693 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 454,480,000 | ||
Entity Common Stock, Shares Outstanding | 62,363,259 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SIEN | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-36709 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-5551000 | ||
Entity Address, Address Line One | 420 South Fairview Avenue | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Santa Barbara | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 93117 | ||
City Area Code | 805 | ||
Local Phone Number | 562-3500 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Los Angeles, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 51,772 | $ 54,967 |
Accounts receivable, net of allowances of $2,278 and $1,047 at December 31, 2021 and December 31, 2020, respectively | 33,105 | 19,771 |
Inventories, net | 52,914 | 39,168 |
Prepaid expenses and other current assets | 2,979 | 1,891 |
Current assets of discontinued operations | 4 | 13,475 |
Total current assets | 140,774 | 129,272 |
Property and equipment, net | 13,998 | 12,301 |
Goodwill | 9,202 | 9,202 |
Other intangible assets, net | 28,765 | 9,387 |
Other assets | 7,165 | 8,011 |
Non-current assets of discontinued operations | 805 | |
Total assets | 199,904 | 168,978 |
Current liabilities: | ||
Current portion of long-term debt | 2,237 | 4,670 |
Accounts payable | 7,402 | 5,799 |
Accrued and other current liabilities | 21,298 | 28,408 |
Customer deposits | 35,182 | 17,905 |
Sales return liability | 13,399 | 9,192 |
Current liabilities of discontinued operations | 500 | 4,686 |
Total current liabilities | 80,018 | 70,660 |
Long-term debt | 62,434 | 60,500 |
Derivative liability | 26,570 | |
Deferred and contingent consideration | 5,872 | 2,350 |
Warranty reserve and other long-term liabilities | 10,723 | 9,455 |
Total liabilities | 159,047 | 169,535 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.01 par value – Authorized 10,000,000 shares; none issued or outstanding | ||
Common stock, $0.01 par value - Authorized 200,000,000 shares; issued 62,242,090 and 50,712,151 and outstanding 62,169,363 and 50,639,424 shares at December 31, 2021 and December 31, 2020, respectively | 622 | 506 |
Additional paid-in capital | 661,839 | 558,059 |
Treasury stock, at cost (72,727 shares at December 31, 2021 and December 31, 2020) | (260) | (260) |
Accumulated deficit | (621,344) | (558,862) |
Total stockholders’ equity (deficit) | 40,857 | (557) |
Total liabilities and stockholders’ equity (deficit) | $ 199,904 | $ 168,978 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances (in dollars) | $ 2,278 | $ 1,047 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 62,242,090 | 50,712,151 |
Common stock, shares outstanding | 62,169,363 | 50,639,424 |
Treasury stock, shares | 72,727 | 72,727 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 80,683 | $ 54,997 | $ 46,363 |
Cost of goods sold | 36,348 | 23,599 | 16,353 |
Gross profit | 44,335 | 31,398 | 30,010 |
Operating expenses: | |||
Sales and marketing | 48,456 | 37,405 | 37,924 |
Research and development | 10,456 | 8,704 | 10,107 |
General and administrative | 31,773 | 32,310 | 36,369 |
Restructuring | 390 | 499 | |
Total operating expenses | 90,685 | 78,809 | 84,899 |
Loss from operations | (46,350) | (47,411) | (54,889) |
Other income (expense), net: | |||
Interest income | 4 | 205 | 1,405 |
Interest expense | (8,254) | (9,438) | (4,567) |
Change in fair value of derivative liability | (14,460) | (10,470) | |
Other income (expense), net | 6,562 | 35 | (2) |
Total other income (expense), net | (16,148) | (19,668) | (3,164) |
Loss from continuing operations before income taxes | (62,498) | (67,079) | (58,053) |
Income tax expense | 21 | 33 | 34 |
Loss from continuing operations | (62,519) | (67,112) | (58,087) |
Income (loss) from discontinued operations, net of income taxes | 37 | (22,835) | (48,731) |
Net loss | $ (62,482) | $ (89,947) | $ (106,818) |
Basic and diluted net loss per share attributable to common stock holders | |||
Continuing operations | $ (1.10) | $ (1.34) | $ (1.43) |
Discontinued operations | 0 | (0.45) | (1.20) |
Basic and diluted net loss per share | $ (1.10) | $ (1.79) | $ (2.63) |
Weighted average outstanding common shares used for net income (loss) per share attributable to common stockholders: | |||
Basic and diluted | 57,057,107 | 50,233,175 | 40,654,272 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common stock | Treasury stock | Additional paid-in capital | Accumulated deficit |
Balance, beginning of year at Dec. 31, 2018 | $ 66,878 | $ 286 | $ (260) | $ 428,949 | $ (362,097) |
Balance, beginning of year (in shares) at Dec. 31, 2018 | 28,701,494 | 72,727 | |||
Proceeds from follow-on offering, net of costs | 107,734 | $ 200 | 107,534 | ||
Proceeds from follow-on offering, net of costs (in shares) | 20,000,000 | ||||
Employee stock-based compensation expense | 12,655 | 12,655 | |||
Stock option exercises | 125 | 125 | |||
Stock option exercises (in shares) | 51,451 | ||||
Employee stock purchase program (ESPP) | 1,216 | $ 1 | 1,215 | ||
Employee stock purchase program (ESPP) (in shares) | 175,624 | ||||
Vested restricted stock | $ 10 | (10) | |||
Vested restricted stock (in shares) | 944,467 | ||||
Shares withheld for tax obligations on vested RSUs | (3,064) | $ (2) | (3,062) | ||
Shares withheld for tax obligations on vested RSUs, shares | (260,129) | ||||
Equity contingent consideration | 3,156 | 3,156 | |||
Net loss | (106,818) | (106,818) | |||
Balance, end of year at Dec. 31, 2019 | 81,882 | $ 495 | $ (260) | 550,562 | (468,915) |
Balance, end of year (in shares) at Dec. 31, 2019 | 49,612,907 | 72,727 | |||
Proceeds from follow-on offering, net of costs | 263 | 263 | |||
Proceeds from follow-on offering, net of costs (in shares) | 37,000 | ||||
Employee stock-based compensation expense | 8,171 | 8,171 | |||
Stock option exercises | 29 | 29 | |||
Stock option exercises (in shares) | 9,817 | ||||
Employee stock purchase program (ESPP) | 836 | $ 2 | 834 | ||
Employee stock purchase program (ESPP) (in shares) | 203,728 | ||||
Vested restricted stock | $ 12 | (12) | |||
Vested restricted stock (in shares) | 1,150,707 | ||||
Shares withheld for tax obligations on vested RSUs | (1,791) | $ (3) | (1,788) | ||
Shares withheld for tax obligations on vested RSUs, shares | (302,008) | ||||
Net loss | (89,947) | (89,947) | |||
Balance, end of year at Dec. 31, 2020 | (557) | $ 506 | $ (260) | 558,059 | (558,862) |
Balance, end of year (in shares) at Dec. 31, 2020 | 50,712,151 | 72,727 | |||
Proceeds from follow-on offering, net of costs | 39,226 | $ 62 | 39,164 | ||
Proceeds from follow-on offering, net of costs (in shares) | 6,222,222 | ||||
Employee stock-based compensation expense | 10,390 | 10,390 | |||
Stock option exercises | 291 | 290 | |||
Stock option exercises (in shares) | 72,726 | ||||
Employee stock purchase program (ESPP) | 674 | $ 2 | 672 | ||
Employee stock purchase program (ESPP) (in shares) | 199,071 | ||||
Vested restricted stock | 1,005 | $ 15 | 990 | ||
Vested restricted stock (in shares) | 1,452,893 | ||||
Shares withheld for tax obligations on vested RSUs | (3,145) | $ (3) | (3,142) | ||
Shares withheld for tax obligations on vested RSUs, shares | (347,628) | ||||
Shares issued for asset acquisition | 14,425 | $ 39 | 14,386 | ||
Shares issued for asset acquisition (in shares) | 3,930,655 | ||||
Reclassification of derivative liability to equity | 41,030 | 41,030 | |||
Net loss | (62,482) | (62,482) | |||
Balance, end of year at Dec. 31, 2021 | $ 40,857 | $ 622 | $ (260) | $ 661,839 | $ (621,344) |
Balance, end of year (in shares) at Dec. 31, 2021 | 62,242,090 | 72,727 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (62,482) | $ (89,947) | $ (106,818) |
Income (loss) from discontinued operations, net of income taxes | 37 | (22,835) | (48,731) |
Loss from continuing operations, net of income taxes | (62,519) | (67,112) | (58,087) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 4,360 | 3,370 | 1,716 |
Provision for doubtful accounts | 1,326 | 537 | 638 |
Provision for warranties | 970 | 659 | 228 |
Provision for inventory | 82 | 1,817 | 2,004 |
Fair value adjustments to derivative liability | 14,460 | 10,470 | |
Fair value adjustments of other liabilities held at fair value | 441 | 96 | 970 |
Amortization of debt discount and issuance costs | 3,587 | 4,347 | 359 |
Gain on extinguishment of debt | (6,652) | ||
Stock-based compensation expense | 10,390 | 8,221 | 12,595 |
Payments of contingent consideration liability in excess of acquisition-date fair value | (2,419) | (1,968) | |
Other non-cash adjustments | 684 | 375 | 267 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (14,660) | (6,302) | (1,393) |
Inventories | (13,775) | (9,342) | (8,752) |
Prepaid expenses, other current assets and other assets | (1,501) | 169 | (8,243) |
Accounts payable, accrueds, and other liabilities | (752) | 1,431 | 6,414 |
Customer deposits | 17,277 | 3,961 | 4,007 |
Sales return liability | 4,207 | 1,077 | 2,068 |
Legal settlement payable | (410) | ||
Net cash flow from operating activities - continuing operations | (44,494) | (46,226) | (47,587) |
Net cash flow from operating activities - discontinued operations | 1,994 | (13,912) | (39,446) |
Net cash used in operating activities | (42,500) | (60,138) | (87,033) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (3,805) | (3,956) | (2,951) |
Asset acquisitions | (1,000) | ||
Business acquisitions, net of cash and restricted cash acquired | 17,943 | ||
Net cash flow from investing activities - continuing operations | (4,805) | (3,956) | (20,894) |
Net cash flow from investing activities - discontinued operations | 8,134 | (80) | (1,120) |
Net cash provided by (used in) investing activities | 3,329 | (4,036) | (22,014) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock for employee stock-based plans | 1,970 | 865 | 1,341 |
Net proceeds from issuance of common stock | 39,226 | 263 | 107,734 |
Tax payments related to shares withheld for vested restricted stock units (RSUs) | (3,145) | (1,791) | (3,064) |
Gross borrowings under the Term Loan | 1,000 | 5,000 | |
Repayments under the Term Loan | (25,000) | ||
Repayment of the Revolving Loan | (6,508) | (15,788) | |
Net proceeds from issuance of the Convertible Note | 60,000 | ||
Payments of contingent consideration up to acquisition-date fair value | (4,550) | (5,766) | |
Deferred financing costs | (800) | (2,958) | (1,997) |
Net cash provided by financing activities | 35,938 | 31,523 | 109,756 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (3,233) | (32,651) | 709 |
Cash, cash equivalents and restricted cash at: | |||
Beginning of period | 55,300 | 87,951 | 87,242 |
End of period | 52,067 | 55,300 | 87,951 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents | 51,772 | 54,967 | 87,608 |
Restricted cash included in other assets | $ 295 | $ 333 | $ 343 |
Restricted Cash Noncurrent Asset Statement Of Financial Position Extensible List | us-gaap:OtherAssets | us-gaap:OtherAssets | us-gaap:OtherAssets |
End of period | $ 52,067 | $ 55,300 | $ 87,951 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 4,193 | 4,198 | 4,089 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Property and equipment in accounts payable and accrued liabilities | 323 | 413 | 745 |
Reclassification of derivative liability to equity | 41,030 | ||
Acquisition of business, deferred and contingent consideration obligations at fair value | 9,063 | ||
Asset acquisition, deferred and contingent consideration obligations at fair value | 5,015 | ||
Asset acquisition costs included in accounts payable and accrued liabilities | 213 | ||
Paycheck Protection Program | |||
Adjustments to reconcile net loss to net cash used in operating activities | |||
Gain on extinguishment of debt | (6,700) | ||
Cash flows from financing activities: | |||
Gross borrowings | $ 6,652 | ||
Revolving Loan | |||
Cash flows from financing activities: | |||
Gross borrowings | $ 2,237 | $ 22,296 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (1) Summary of Significant Accounting Policies (a) Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or 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 dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and use of estimates include the allowance for doubtful accounts, sales return liability, provision for warranties, valuation of inventories, recoverability of long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and finite lived intangible assets, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with stock-based compensation and other equity instruments. As a result of the miraDry Sale discussed in Note 2, the miraDry business met the criteria to be reported as discontinued operations. Therefore, the Company is reporting the historical results of miraDry, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for all periods presented herein through the date of the Sale. Unless otherwise noted, the accompanying notes to the audited consolidated financial statements have all been revised to reflect continuing operations only. As discussed in Note 11, following the Sale the Company has one operating segment in continuing operations named Plastic Surgery, formerly known as Breast Products. (b) Liquidity Since the Company’s inception, it has incurred significant net operating losses and the Company anticipates that losses will continue in the near term. The Company expects its operating expenses will remain consistent with the current year ended December 31, 2021, and will need to generate significant net sales to achieve profitability. To date, the Company has funded operations primarily with proceeds from the sales of preferred stock, borrowings under term loans and the convertible note, sales of products, and the proceeds from the sale of common stock in public offerings. To fund ongoing operating and capital needs, the Company may need to raise additional capital in the future through the sale of equity securities and incremental debt financing. Sale of the miraDry business Refer to Note 2 for details on the sale of the miraDry business. Debt financing See Note 7 to the consolidated financial statements for a full description of our long-term debt, revolving line of credit, convertible note, and PPP loan. Equity financing On June 7, 2019, the Company completed an underwritten follow-on public offering of 17,391,305 shares of common stock at $ 5.75 per share, as well as 2,608,695 additional shares of common stock pursuant to the full exercise of the over-allotment option granted to the underwriters. Net proceeds were approximately $ 107.7 million after deducting underwriting discounts and commissions of $ 6.9 million and offering expenses of approximately $ 0.4 million. Further on February 8, 2021, the Company completed a follow-on public offering of 5,410,628 shares of common stock at $ 6.75 per share, as well as 811,594 additional shares of common stock pursuant to the full exercise of the over-allotment option granted to the underwriters. Net proceeds were approximately $ 39.2 million after deducting underwriting discounts and commissions of approximately $ 2.5 million and offering expenses of approximately $ 0.3 million. At December 31, 2021, the Company had cash and cash equivalents of $ 51.8 million. The accompanying consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company believes that its cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months. (c) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist primarily of cash in checking accounts and interest-bearing money market accounts. (d) Concentration of Credit and Supplier Risks Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents are deposited in demand accounts at financial institutions that management believes are creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for cash and cash equivalents in excess of amounts insured by the Federal Deposit Insurance Corporation, or FDIC. Management believes that the Company’s investments in cash and cash equivalents are financially sound and have minimal credit risk and the Company has not experienced any losses on its deposits of cash and cash equivalents. The Company relies on a limited number of third-party manufacturers for the manufacturing and supply of its products. This could result in the Company not being able to acquire the inventory needed to meet customer demand, which would result in possible loss of sales and affect operating results adversely. (e) Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, customer deposits and sales return liability are reasonable estimates of their fair value because of the short maturity of these items. The fair value of the contingent consideration and the convertible feature related to the convertible note are discussed in Note 4. The fair value of the debt is based on the amount of future cash flows associated with the instrument discounted using the Company’s market rate. As of December 31, 2021 and 2020 , the carrying value of the long-term debt was not materially different from the fair value. As of December 31, 2021 and 2020, the carrying value and fair value of the convertible note were as follows (in thousands): December 31, December 31, 2021 2020 Carrying value $ 47,477 $ 44,436 Fair value $ 42,029 $ 37,580 The convertible note is carried on the consolidated balance sheets at amortized cost. The fair value is estimated using a discounted cash flow analysis with a yield derived from a calibrated binomial lattice model as of the convertible note issuance date and adjusted for market movements thereafter. The market for trading of the convertible note is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs. (f) Fair Value Measurements 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. (g) Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight‑line method over the estimated useful life of the asset, generally three to fifteen years . Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale of an asset, the cost and related accumulated depreciation or amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations in the period realized. Maintenance and repairs are charged to operations as incurred. (h) Leases The Company leases certain office space, warehouses, distribution facilities, manufacturing facilities and office equipment. The Company determines if an arrangement contains a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating and finance lease right-of-use, or ROU, assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. The Company determines its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short-term leases. The Company’s lease agreements generally do not contain material residual value guarantees or material restrictive covenants. The Company’s leases of office space, warehouses, distribution facilities and manufacturing facilities are treated as operating leases and often contain lease and non-lease components. The Company has elected to account for these lease and non-lease components separately. Non-lease components for these assets are primarily comprised of common-area maintenance, utilities, and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, and are recognized in operating expenses in the period in which the obligation for those payments was incurred. Lease cost for these operating leases is recognized on a straight-line basis over the lease term in operating expenses. The Company’s leases of office equipment are accounted for as finance leases as they meet one or more of the five finance lease classification criteria. Lease cost for these finance leases is comprised of amortization of the ROU asset and interest expense which are recognized in operating expenses and other income (expense), net. (i) Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets of purchased businesses. Goodwill is not amortized, but instead is subject to impairment tests on at least an annual basis and whenever circumstances suggest that goodwill may be impaired. The Company’s annual test for impairment is performed as of October 1 of each fiscal year. The Company makes a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount from the qualitative assessment, the Company performs a quantitative analysis to compare the fair value of the reporting unit to its carrying amount. The Company recognizes impairment charges for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company’s fair value analysis of goodwill utilizes the income approach and market approach, which requires the use of estimates about a reporting unit’s future revenues and free cash flows, market multiples, enterprise value, control risk premiums, discount rates, terminal value and enterprise value to determine the estimated fair value. The Company’s future revenues and free cash flow assumptions are determined based upon actual results giving effect to management’s expected changes in operating results in future years. The market multiples, enterprise value, control risk premiums, discount rates and terminal value are based upon market participant assumptions using a defined peer group. Changes in these assumptions can materially affect these estimates. Thus, to the extent the market changes, discount rates increase significantly or the Company does not meet its projected performance, the Company could recognize impairments, and such impairments could be material. For the years ended December 31, 2021, 2020, and 2019 , the Company did no t record any goodwill impairment charges. Indefinite-lived intangible assets The Company tests indefinite-lived intangible assets for impairment at least on an annual basis as of October 1 of each fiscal year and whenever circumstances suggest the intangible assets may be impaired. The Company makes a qualitative assessment of whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value is less than its carrying amount from the qualitative assessment, the Company performs a quantitative analysis to compare the fair value of the intangible asset to its carrying amount. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to the difference. The Company also evaluates the remaining useful life of an indefinite-lived intangible asset to determine whether events and circumstances continue to support an indefinite useful life. For the years ended December 31, 2021, 2020, and 2019 , the Company did no t record any indefinite-lived intangible assets impairment charges. Finite-lived intangible assets The intangible assets are amortized to the consolidated statement of operations based on estimated cash flows generated from the intangible asset over its estimated life. Each fiscal year the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstance warrant a revision to the remaining periods of amortization. Judgments about the recoverability of purchased finite‑lived intangible assets are made whenever events or changes in circumstance indicate that impairment may exist. Recoverability of finite‑lived intangible assets is measured by comparison of the carrying amount of the asset group to the future undiscounted cash flows the asset group is expected to generate. If the sum of the future undiscounted cash flows is less than the carrying value, the Company will evaluate whether the fair value of each asset in the asset group exceeds its respective carrying value. If the fair value of any asset in the asset group is determined to be less than its carrying value, then the Company will recognize an impairment loss based on the excess of the carrying amount over the asset’s respective fair value. The Company’s fair value analysis of intangible assets utilizes methods under various income approaches. The Company values its customer relationships using an excess earnings method, which assumes the value of the asset is the discounted future cash flows derived from existing customers and requires the use of customer attrition rates and discount rates to determine the estimated fair value. The future revenues and free cash flow from existing customers are determined based upon actual results giving effect to management’s expected changes in operating results in future years. The attrition rate is based on average historical levels of customer attrition and the discount rate is based upon market participant assumptions using a defined peer group. Tradenames and developed technology are valued using a relief from royalty method, which assumes the value of the asset is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the asset and instead licensed the asset from another company. This method requires the use of royalty rates which are determined based on comparable third-party license agreements involving similar assets and discount rates similar to the above to determine the estimated fair value. (j) Impairment of Tangible Long‑Lived Assets The Company’s management routinely considers whether indicators of impairment of long‑lived assets are present. If such indicators are present, management determines whether the sum of the estimated undiscounted cash flows attributable to the asset group in question is less than their carrying value. If less, the Company will recognize an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company will recognize an impairment charge to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset’s carrying value. The fair value of the asset will then become the asset’s new carrying value. There have been no impairments recorded for tangible long-lived assets during the years ended December 31, 2021, 2020, and 2019. (k) Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Business combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Liability-classified contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair values are recorded in earnings. Equity-classified contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date and are not subsequently remeasured each reporting period unless the obligation becomes reclassified as a liability. The subsequent settlement of the obligation is accounted for within equity. Asset acquisitions In an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. No goodwill is recognized in an asset acquisition. Subsequent changes are recorded as adjustments to the carrying amount of the assets acquired. (l) Segment Reporting Reportable segments represent components for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, who has been identified as the Chief Operating Decision Maker, or CODM, as defined by authoritative guidance on segment reporting, in determining how to allocate resources and evaluate performance. The segments are determined based on several factors, including client base, homogeneity of products, technology, delivery channels and similar economic characteristics. Following the sale of the miraDry business on June 10, 2021, the Company has one reportable segment named Plastic Surgery, formally known as Breast Products. (m) Revenue Recognition The Company generates revenue primarily through the sale and delivery of promised goods or services to customers. Sales prices are documented in the executed sales contract, purchase order or order acknowledgement prior to the transfer of control to the customer. Typical payment terms are 30 days. Revenue contracts may include multiple products or services, each of which is considered a separate performance obligation. Performance obligations typically include the delivery of promised products, such as breast implants, tissue expanders, and BIOCORNEUM, along with service-type warranties. Other deliverables are sometimes promised but are ancillary and insignificant in the context of the contract as a whole. Revenue is allocated to each performance obligation based on its relative standalone selling price. The Company determines standalone selling prices based on observable prices for all performance obligations with the exception of the service-type warranty under the Platinum20 Limited Warranty Program, or Platinum20. The Company introduced Platinum20 in May 2018 on all OPUS breast implants implanted in the United States or Puerto Rico on or after May 1, 2018. Platinum20 provides for financial assistance for revision surgeries and no-charge contralateral replacement implants upon the occurrence of certain qualifying events. The Company considers Platinum20 to have an assurance warranty component and a service warranty component. The assurance component is recorded as a warranty liability at the time of sale (as discussed in Note 1(s)). The Company considers the service warranty component as an additional performance obligation and defers revenue at the time of sale using the expected cost plus margin approach for the performance obligation. Inputs into the expected cost plus margin approach include historical incidence rates, estimated replacement costs, estimated financial assistance payouts and an estimated margin. The liability for unsatisfied performance obligations under the service warranty as of December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 Balance as of December 31, 2020 $ 1,945 Additions and adjustments 1,863 Revenue recognized ( 571 ) Balance as of December 31, 2021 $ 3,237 Revenue for service warranties are recognized ratably over the term of the agreements. Specifically for Platinum20, the performance obligation is satisfied at the time that the benefits are provided and are expected to be satisfied over the following 3 to 24 month period for financial assistance and 20 years for product replacement. For delivery of promised products, control transfers and revenue is recognized upon shipment, unless the contractual arrangement requires transfer of control when products reach their destination, for which revenue is recognized once the product arrives at its destination. A portion of the Company’s revenue is generated from the sale of consigned inventory of breast implants and tissue expanders maintained at doctor, hospital, and clinic locations. For these products, revenue is recognized at the time the Company is notified by the customer that the product has been implanted, not when the consigned products are delivered to the customer’s location. Sales Return Liability With the exception of the Company’s BIOCORNEUM scar management products, the Company allows for the return of products from customers within six months after the original sale, which is accounted for as variable consideration. A sales return liability is established based on estimated returns using relevant historical experience taking into consideration recent gross sales and notifications of pending returns, as adjusted for changes in recent industry events and trends. The estimated sales returns are recorded as a reduction of revenue and as a sales return liability in the same period revenue is recognized. Actual sales returns in any future period are inherently uncertain and thus may differ from the estimates. If actual sales returns differ significantly from the estimates, an adjustment to revenue in the current or subsequent period would be recorded. The following table provides a rollforward of the sales return liability (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 9,192 $ 8,116 Addition to reserve for sales activity 158,245 118,508 Actual returns ( 152,773 ) ( 117,407 ) Change in estimate of sales returns ( 1,265 ) ( 25 ) Ending balance $ 13,399 $ 9,192 Practical Expedients and Policy Election The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. The Company does not adjust accounts receivable for the effects of any significant financing components as customer payment terms are shorter than one year. The Company has elected to account for shipping and handling activities performed after a customer obtains control of the products as activities to fulfill the promise to transfer the products to the customer. Shipping and handling activities are largely provided to customers free of charge. The associated costs were $ 5.5 million, $ 2.9 million and $ 1.9 million for the years ended December 31, 2021, 2020, and 2019 , respectively. These costs are viewed as part of the Company’s marketing programs and are recorded as a component of sales and marketing expense in the consolidated statement of operations as an accounting policy election. (n) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability to collect from some of its customers. The allowances for doubtful accounts are based on the analysis of historical bad debts, customer credit‑worthiness, past transaction history with the customer, and current economic trends. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances may be required. (o) Inventories and Cost of Goods Sold Inventories represent raw materials, work in process and finished goods that are recorded at the lower of cost or market on a first‑in, first‑out basis, or FIFO. The Company recognizes the cost of inventory transferred to the customer in cost of goods sold when revenue is recognized. Further, the Company periodically assesses the recoverability of all inventories to determine whether adjustments for impairment or obsolescence are required. The Company evaluates the remaining shelf life and other general obsolescence and impairment criteria in assessing the recoverability of the Company’s inventory. (p) Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company operates in several tax jurisdictions and is subject to taxes in each jurisdiction in which it conducts business. To date, the Company has incurred cumulative net losses and maintains a full valuation allowance on its net deferred tax assets due to the uncertainty surrounding realization of such assets. However, the Company has deferred tax liabilities that cannot be considered sources of income to support the realization of the deferred tax assets, and has provided for tax expense (or benefit) and a corresponding deferred tax liability. The Company accounts for uncertain tax positions in accordance with Account Standards Codification, or ASC, 740‑10, Accounting for Uncertainty in Income Taxes . The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of tax benefit might change as new information becomes available. (q) Research and Development Expenditures Research and development costs are charged to operating expenses as incurred. Research and development, or R&D, primarily consist of clinical expenses, regulatory expenses, product development, consulting services, outside research activities, quality control and other costs associated with the development of the Company’s products and compliance with Good Clinical Practices, or GCP, requirements. R&D expenses also include related personnel and consultant compensation and stock-based compensation expense. (r) Stock‑Based Compensation The Company applies the fair value provisions of ASC 718, Compensation — Stock Compensation , or ASC 718. ASC 718 requires the recognition of compensation expense, using a fair‑value based method, for costs related to all employee share‑based payments, including stock options, restricted stock units, and the employee stock purchase plan. In the absence of an observable market price for an award, ASC 718 requires companies to estimate the fair value of share‑based payment awards on the date of grant using an option‑pricing model. We estimate the fair value of our stock‑based awards to employees and directors using the Black‑Scholes option pricing model. The grant date fair value of a stock‑based award is recognized as an expense over the requisite service period of the award on a straight‑line basis. In addition, we use the Monte-Carlo simulation option-pricing model to determine the fair value of market-based awards. The Monte-Carlo simulation option-pricing model uses the same input assumptions as the Black-Scholes model; however, it also further incorporates into the fair-value determination the possibility that the market condition may not be satisfied. Compensation costs related to these awards are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. The option-pricing models require the input of subjective assumptions, including the risk‑free interest rate, expected dividend yield, expected volatility and expected term, among other inputs. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock‑based compensation expense could be materially different i |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | (2) Discontinued Operations On June 10, 2021, the Company completed the sale of its miraDry business (the “Sale”) to miraDry Acquisition Company, Inc., a Delaware corporation (“Buyer”), an entity affiliated with 1315 Capital II, LP, as a result of the Company’s strategic decision to focus investment on its core Plastic Surgery segment. The Sale was made pursuant to the terms and conditions of the Asset Purchase Agreement (the “Purchase Agreement”), dated May 11, 2021, among the Company and certain of its subsidiaries, Buyer, and, solely for purposes of Section 8.14 of the Purchase Agreement, 1315 Capital II, LP. The aggregate purchase price was $ 10.0 million, which after certain adjustments for agreed upon changes in the estimated net asset value amount of purchased assets and assumed liabilities resulted in net cash proceeds of $ 11.3 million to the Company on the date of close. In October 2021, the Company finalized the transaction and paid $ 3.2 million to the Buyer in accordance with the agreed upon post close changes in the net asset value and recognized a loss on sale of $ 2.5 million. In accordance with the Purchase Agreement, assumed liabilities did not include product liabilities, environmental, and employee claims arising prior to the closing date. The Purchase Agreement also included customary representations and warranties, as well as certain covenants, including, among other things, that: (i) the Company will abide by certain non-solicitation, exclusivity, and non-competition covenants, and (ii) the Company would enter into a transition services agreement (“TSA”) to provide certain transition services related to the business. Under the TSA, the Company provided certain post-closing services to the Buyer related to the miraDry business for a period of six months , including accounting, accounts receivable support, customer service, IT, regulatory, quality assurance, and clinical support. As consideration for these services, the Buyer reimbursed the Company for direct and certain indirect costs, as well as certain overhead or administrative expenses related to operating the business. The Company recognized $ 0.2 million of TSA fees and cost reimbursements in operating expenses from continuing operations in the consolidated statement of operations for the year ended December 31, 2021. As of December 31, 2021 , the Company has received $ 0.3 million relating to the TSA services and has recorded a receivable of $ 0.1 million within other current assets in the consolidated balance sheets. In connection with the accounts receivable support under the TSA, the Company received $ 2.3 million in customer payments and remitted $ 2.3 million to the Buyer during the period from June 10, 2021 through December 31, 2021. As of December 31, 2021 , the Company does no t have a payable to the Buyer on the consolidated balance sheets. Additionally, the Company and the Buyer entered into a sublease agreement whereby the Buyer subleased the miraDry office space in Santa Clara, CA. The sublease term was for an initial period of six months , with subsequent option periods for up to a total of twenty four months . Following the initial period, the Buyer exercised an additional period of six months . During year ended December 31, 2021, the Company recognized $ 0.5 million of sublease income in general and administrative expenses in the consolidated statements of operations. The Sale met the discontinued operations criteria given that the business is a component and represented a strategic shift. The following table presents the aggregate carrying amounts of major classes of assets and liabilities of discontinued operations (in thousands): December 31, December 31, 2021 2020 Assets of discontinued operations: Accounts receivable, net $ — $ 3,732 Inventories, net — 9,480 Prepaid expenses and other current assets 4 263 Current assets of discontinued operations 4 13,475 Property and equipment, net — 805 Total assets of discontinued operations $ 4 $ 14,280 Liabilities of discontinued operations: Accounts payable $ 6 $ 704 Accrued and other current liabilities 494 3,982 Total liabilities of discontinued operations $ 500 $ 4,686 The results of operations for the miraDry business were included in income (loss) from discontinued operations on the accompanying consolidated statements of operations. The following table provides information regarding the results of discontinued operations (in thousands): Year Ended December 31, 2021 2020 2019 Net sales $ 9,347 $ 16,244 $ 37,337 Cost of goods sold 4,805 8,703 16,659 Gross profit 4,542 7,541 20,678 Operating expenses 1,940 30,440 69,355 Income (loss) from operations of discontinued operations 2,602 ( 22,899 ) ( 48,677 ) Other income (expense), net ( 77 ) 64 ( 54 ) Income (loss) from discontinued operations before income taxes 2,525 ( 22,835 ) ( 48,731 ) Loss on sale of discontinued operations before income taxes ( 2,488 ) — — Total income (loss) from discontinued operations before income taxes 37 ( 22,835 ) ( 48,731 ) Income tax expense (benefit) — — — Income (loss) from discontinued operations, net of income taxes $ 37 $ ( 22,835 ) $ ( 48,731 ) The results of the miraDry business, including the results of operations, cashflows, and related assets and liabilities are reported as discontinued operations for all periods presented herein. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | (3) Acquisitions Acquisition of certain assets from AuraGen Aesthetics, LLC On December 31, 2021 , the Company entered into an Asset Purchase Agreement with AuraGen Aesthetics LLC (“AuraGen”) pursuant to which the Company purchased substantially all of the assets of AuraGen relating to its fat grafting technology, including the AuraGen 1-2-3 with AuraClens system. The total consideration paid by the Company to AuraGen (the “Closing Consideration”) consists of (i) $ 1,000,000 in cash at the closing, (ii) deferred consideration of $ 3,000,000 due in cash on the first annual anniversary of the Asset Purchase Agreement, and (iii) an aggregate total of 3,930,655 shares of the Company's common stock issued at closing. As of December 31, 2021, the Company recognized a liability of $ 2.4 million for the deferred consideration, which represents the fair value of the cash to be paid on the first anniversary of the acquisition date based on time to settlement of one year discounted at 20 %. In addition to the Closing Consideration, the Company shall pay additional contingent consideration of up to $ 8.5 million (the “Milestone Payments” and “Earnout Shares” and, together with the Closing Consideration, the “Asset Purchase Consideration”) to AuraGen based on the achievement of certain clinical endpoints following the completion of the Study (as defined in the Asset Purchase Agreement). The Milestone Payments may be payable in cash, stock or a combination of both at the election of the Company, with the Earnout Shares payable in stock or cash at the election of AuraGen. As of December 31, 2021, the Company recognized a liability of $ 2.6 million, which represents the fair value of the obligation as of the acquisition date. Refer to Note 4 for additional information on the measurement of the contingent consideration. The acquisition did not meet the definition of a business combination and was accounted for as an asset acquisition. The acquisition date fair value of the consideration transferred consisted of the following (in thousands): Fair Value as of December 31, 2021 Cash payment made on closing date $ 1,000 Direct transaction costs 213 Equity issued on closing date 14,426 Fair value of deferred cash consideration 2,400 Fair value of contingent consideration 2,615 Total purchase consideration $ 20,654 The allocation of the total purchase price is as follows (in thousands): December 31, 2021 Inventories $ 54 Developed technology 20,600 Net assets acquired $ 20,654 The intangible asset acquired, estimated useful life and amortization method is as follows (in thousands): Estimated useful Amortization Amount life method Developed technology $ 20,600 8 years Straight line |
Balance Sheet Components
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. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, net | (5) Goodwill and Other Intangible Assets, net (a) Goodwill 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. In the current year, the Company performed a qualitative analysis for goodwill on the annual impairment testing date of October 1, 2021 . The Company determined the fair value of the reporting unit was more likely than not greater than its carrying value and did no t record any goodwill impairment charges. The changes in the carrying amount of goodwill during the years ended December 31, 2021 and 2020 were as follows (in thousands): Plastic Surgery Balances as of December 31, 2019 $ 23,480 Accumulated impairment losses ( 14,278 ) Goodwill acquired — Balances as of December 31, 2020 $ 9,202 Goodwill acquired — Balances as of December 31, 2021 $ 9,202 (b) Other Intangible Assets In the current year, the Company performed a qualitative analysis on the annual impairment testing date of October 1, 2021 . The Company determined the fair value of the intangible assets was more likely than not greater than its carrying value and did no t record any impairment charges. The components of the Company’s other intangible assets consist of the following definite-lived and indefinite-lived assets (in thousands): Average Amortization December 31, 2021 Period Gross Carrying Accumulated Intangible (in years) Amount Amortization Assets, net Intangibles with definite lives Customer relationships 10 $ 4,940 $ ( 4,224 ) $ 716 Trade names - finite life 12 800 ( 389 ) 411 Manufacturing know-how 19 8,240 ( 1,652 ) 6,588 Developed technology 8 20,600 — 20,600 Total definite-lived intangible assets $ 37,043 $ ( 8,728 ) $ 28,315 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 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 the year ended December 31, 2021, 2020 and 2019 was $ 1.2 million, $ 1.3 million and $ 0.9 million, respectively. The following table summarizes the estimated amortization expense relating to the Company's intangible assets as of December 31, 2021 (in thousands): Amortization Period Expense 2022 $ 3,738 2023 3,667 2024 3,523 2025 3,380 2026 3,206 Thereafter 10,801 $ 28,315 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | (6) Leases Components of lease expense were as follows: Year Ended December 31, Lease Cost Classification 2021 2020 2019 Operating lease cost Operating expenses $ 1,644 $ 1,698 $ 1,550 Operating lease cost Inventory 276 488 4,206 Sublease income Operating expenses ( 520 ) — — Total operating lease cost $ 1,400 $ 2,186 $ 5,756 Finance lease cost Amortization of right-of-use assets Operating expenses 35 41 41 Amortization of right-of-use assets Inventory 19 36 — Interest on lease liabilities Other income (expense), net 8 10 4 Total finance lease cost $ 62 $ 87 $ 45 Variable lease cost Inventory — — 10,568 Total lease cost $ 1,462 $ 2,273 $ 16,369 Short-term lease expense for the years ended December 31, 2021, 2020, and 2019 were immaterial. Supplemental cash flow information related to operating and finance leases was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,716 $ 1,758 $ 5,419 Operating cash outflows from finance leases 69 85 44 Finance cash flows from finance leases $ — $ — $ — Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 965 $ 1,242 $ 8,667 Finance leases — 157 117 Supplemental balance sheet information related to operating and finance leases was as follows (in thousands, except lease term and discount rate): December 31, December 31, 2021 2020 Reported as: Other assets Operating lease right-of-use assets $ 6,488 $ 7,176 Finance lease right-of-use assets 77 158 Total right-of use assets $ 6,565 $ 7,334 Accrued and other current liabilities Operating lease liabilities $ 1,595 $ 1,504 Finance lease liabilities 71 84 Warranty reserve and other long-term liabilities Operating lease liabilities 5,576 5,946 Finance lease liabilities 28 77 Total lease liabilities $ 7,270 $ 7,611 Weighted average remaining lease term (years) Operating leases 4 5 Finance leases 2 2 Weighted average discount rate Operating leases 8.16 % 7.75 % Finance leases 6.90 % 6.15 % As of December 31, 2021, maturities of the Company’s operating and finance lease liabilities are as follows (in thousands): Period Operating leases Finance leases Total 2022 $ 2,184 $ 63 $ 2,247 2023 2,269 38 2,307 2024 1,818 3 1,821 2025 898 — 898 2026 852 — 852 2027 586 — 586 Total lease payments $ 8,607 $ 104 $ 8,711 Less imputed interest 1,436 5 1,441 Total lease liabilities $ 7,171 $ 99 $ 7,270 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | (7) Debt Term Loan and Revolving Loan On July 25, 2017 , the Company entered into a Term Loan Credit and Security Agreement and a Revolving Loan Credit and Security Agreement with MidCap Financial Trust (“MidCap”), which replaced the Company’s prior Silicon Valley Bank Loan Agreement. Both agreements were amended and restated on July 1, 2019 and further amended on November 7, 2019 (as so amended, the “Restated Term Loan Agreement” and the “Restated Revolving Credit Agreement” and, together, the “Credit Agreements”). The Restated Term Loan Agreement provided for the following tranches: (i) a $ 35 million term loan facility drawn at signing, (ii) a $ 5 million term loan facility drawn at signing, (iii) at any time after September 30, 2020 to December 31, 2020, a $ 10.0 million term loan facility (subject to the satisfaction of certain conditions, including evidence that the Company’s net revenue for the past 12 months was greater than or equal to $ 100.0 million), and (iv) until December 31, 2020 and upon the consent of the agent and the lenders following a request from the Company, an additional $ 15.0 million term loan facility. The loan matures on July 1, 2024 and carries an interest rate of LIBOR plus 7.50 %. Under this amendment. the Company would have made monthly payments of accrued interest from the funding date until July 31, 2021, to be followed by monthly installments of principal and interest through the maturity date. The Company may prepay some or all of the principal prior to its maturity date provided the Company pays MidCap a prepayment fee. The loan provided that the Company shall pay an exit fee equal to 5.0 % of the aggregate amount of all term loans funded to the Company. On May 11, 2020, the Company entered into the Second Amendment to Amended and Restated Credit and Security Agreement (Term Loan), by and among the Company, certain of the Company’s subsidiaries, the lenders party thereto and MidCap Financial Trust as agent (the “Term Amendment”). The Term Amendment provided for, among other things, the prepayment by the Company of $ 25.0 million of outstanding principal, $ 0.1 million of accrued interest, and $ 1.25 million in prepaid exit fees with the parties agreeing to waive the prepayment fee with respect to these amounts. The Term Amendment increased the tranche 3 commitment amount from $ 10.0 million to $ 15.0 million, extended the tranche 3 termination date from December 31, 2020 to June 30, 2021, and amended certain conditions upon which the tranche 3 commitment can be withdrawn, including evidence that the Company’s net revenue for the past six months was greater than or equal to $ 30.0 million. In addition, the Term Amendment amended certain financial requirements including reducing the Company’s minimum unrestricted cash amount from $ 20.0 million to $ 5.0 million and amended certain minimum net revenue requirements. Further, the monthly minimum net revenue requirements were revised to be calculated on a trailing three-month basis. On February 5, 2021, the Company entered into a Second Amended and Restated Credit and Security Agreement (Term Loan), by and among the Company, certain of the Company’s subsidiaries, the lenders party thereto from time to time and MidCap Financial Trust, as administrative agent and collateral agent (“Agent”) (the “Restated Term Loan Agreement”). The Restated Term Loan Agreement amends and restates the Company’s existing Amended and Restated Credit and Security Agreement, dated as of July 1, 2019. Pursuant to the Restated Term Loan Agreement, tranche 3 commitments were reduced from $ 15 million to $ 1 million and were advanced on the effective date of the Restated Term Loan Agreement and the remaining unfunded tranche of $ 15 million was revised to two $ 5 million tranche commitments, with tranche 4 availability commencing on July 1, 2021 and tranche 5 availability commencing July 1, 2022. The parties agreed to extend the last day of the interest only period for all tranches from July 31, 2021 in the Existing Term Loan Agreement to December 31, 2022 in the Restated Term Loan Agreement. The Restated Term Loan Agreement contains certain minimum net revenue requirements based on the Company’s 12-month trailing net revenue, as well as certain minimum unrestricted cash requirements that increase upon the funding of the tranche 4 and tranche 5 loans. The exit fee was modified to apply to only the amount of any tranche 4 and 5 loans advanced. Finally, in connection with the Restated Term Loan Agreement, the Company agreed to pay an amendment fee of $ 750,000 . On December 31, 2021, in connection with the AuraGen Asset Purchase, the Company entered into Limited Consent and Second Amendment to Second Amended and Restated Credit and Security Agreement (Term Loan) (as amended, the “Term Loan Agreement”), dated February 5, 2021, with certain of the Company's wholly owned subsidiaries, the lenders party thereto and MidCap Financial Trust, as agent, in order to permit the Company to enter into the Purchase Agreement and consummate the Asset Purchase under the Term Loan Agreement. As of December 31, 2021 , there was $ 16.0 million of outstanding principal related to the term loans and $ 1.0 million of unamortized debt issuance costs which are included in “Long-term debt” on the consolidated balance sheets. The Restated Revolving Credit Agreement provides for, among other things, a revolving loan of up to $ 10.0 million. The amount of loans available to be drawn under the Revolving Credit Agreement is based on a borrowing base equal to 85 % of the net collectible value of eligible accounts receivable plus 40 % of eligible finished goods inventory, or the Borrowing Base, provided that availability from eligible finished goods inventory does not exceed 20 % of the Borrowing Base. The revolving loan carries an interest rate of LIBOR plus 4.50 %. The Company may make (subject to the applicable borrowing base at the time) and repay borrowings from time to time until the maturity of the facility on July 1, 2024 . On May 11, 2020, the Company entered into the Second Amendment to Amended and Restated Credit and Security Agreement (Revolving Loan), by and among the Company, certain of the Company’s subsidiaries, the lenders party thereto and MidCap Financial Trust as agent (the “Revolving Amendment”). The Revolving Amendment includes conforming changes to reflect the changes in the Term Amendment. In addition, the Revolving Amendment reduces the borrowing base by the portion of the eligible inventory previously included in the calculation. Also on February 5, 2021, Sientra entered into a Third Amendment to Amended and Restated Credit and Security Agreement (Revolving Loan), by and among the Company, the lenders party thereto from time to time, and the Agent (the “Revolving Loan Amendment”). The Revolving Loan Amendment modified the Net Revenue requirement in a manner consistent with the modification under the Restated Term Loan Agreement. In addition, the Revolving Loan Amendment made other conforming changes to the Restated Term Loan Agreement. Further on December 31, 2021, the Company entered into Limited Consent and Fifth Amendment to Amended and Restated Credit and Security Agreement (Revolving Loan) (as amended, the “Revolving Loan Agreement”), dated July 1, 2019, with certain of the Company's wholly owned subsidiaries, the lenders As of December 31, 2021, there were $ 2.2 million borrowings outstanding under the Revolving Loan and no amounts available. As of December 31, 2021 , the unamortized debt issuance costs related to the Revolving Loan was approximately $ 46,000 and was included in “Other assets” on the consolidated balance sheets. The amortization of debt issuance costs on the Term Loan and Revolving Loan for the years ended December 31, 2021, 2020, and 2019 was $ 0.5 million, $ 0.9 million, and $ 0.4 million, respectively, and was included in interest expense in the consolidated statements of operations. The Credit Agreements include customary affirmative and restrictive covenants and representations and warranties, including a financial covenant for minimum revenues, a financial covenant for minimum cash requirements, a covenant against the occurrence of a “change in control,” financial reporting obligations, and certain limitations on indebtedness, liens, investments, distributions, collateral, mergers or acquisitions, taxes, and deposit accounts. Upon the occurrence of an event of default, a default interest rate of an additional 5.0 % may be applied to any outstanding principal balances, and Midcap may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Credit Agreements. The Company’s obligations under the Credit Agreements are secured by a security interest in substantially all of the Company’s assets. Convertible Note On March 11, 2020 , the Company issued $ 60.0 million of unsecured and subordinated convertible notes with an interest rate of 4.00 % (“Note”) to Deerfield Partners, L.P.(“Holder”) in order to fund ongoing operations. The Note matures on March 11, 2025 , subject to earlier conversion by the option of the Holder at any time in whole or in part into common shares of the Company, for a period up to five years. Upon conversion by the Holder, the Company shall deliver, shares of the Company’s common stock at a conversion rate of 14,634 per $ 1,000 principal amount of the Note (which represents an initial conversion rate price of $ 4.10 ), or the Base Conversion Rate, in each case subject to customary anti-dilution adjustments. In addition to the typical anti-dilution adjustment, the Note also provides the Holder with additional consideration (“Make-Whole Provision”) beyond the settlement of the conversion obligation, in the event of a major transaction prior to maturity (e.g. a change in control). Upon conversion by the Holder in the event of a major transaction, the Company shall deliver, either cash, shares of the Company’s common stock or a combination of cash and common stock at the Base Conversion rate plus the additional consideration from the Make-Whole Provision. The $ 60.0 million principal amount of the Note is not payable until the maturity date of March 11, 2025, unless converted to equity earlier. The Company has paid interest in cash on the Note at 4.00 % per annum, quarterly from July 1, 2020. The Convertible Note is convertible at any time at the option of Deerfield, provided that Deerfield is prohibited from converting the Convertible Note into shares of Common Stock if, as a result of such conversion, the Holder (together with certain affiliates and “group” members) would beneficially own more than 4.985 % of the total number of shares of Common Stock then issued and outstanding. Pursuant to the Convertible Note, Deerfield has the option to demand repayment of all outstanding principal, and any unpaid interest accrued thereon, in connection with a Major Transaction (as defined in the Convertible Note), which shall include, among others, any acquisition or other change of control of the Company; the sale or transfer of assets of the Company equal to more than 50 % of the Enterprise Value (as defined in the Convertible Note) of the Company; a liquidation, bankruptcy or other dissolution of the Company; or if at any time shares of the Company’s common stock are not listed on an Eligible Market (as defined in the Convertible Note). The Convertible Note is subject to specified events of default, the occurrence of which would entitle Deerfield to immediately demand repayment of all outstanding principal and accrued interest on the Convertible Note. Such events of default include, among others, failure to make any payment under the Convertible Note when due, failure to observe or perform any covenant under the Deerfield Facility Agreement or the other transaction documents related thereto (subject to a standard cure period), the failure of the Company to be able to pay debts as they come due, the commencement of bankruptcy or insolvency proceedings against the Company, a material judgement levied against the Company and a material default by the Company under the Convertible Note. On September 28, 2021, the Company entered into a First Amendment (the “Amendment”) to Facility Agreement (the “Agreement”) with Deerfield Partners, L.P., as agent and lender (“Deerfield”). The Amendment provides for, among other things, the permissibility to issue unregistered shares of the Company’s common stock upon the conversion of the Convertible Note (as defined in the Agreement). In addition, the Amendment provides that, in the event of a Major Transaction (as defined in the Convertible Note), cap the number of additional shares of the Company’s common stock to be issued if the Share Price Result (as defined in the Convertible Note) is greater than $ 30.00 per share or less than $ 1.50 per share. Prior to the amendment, the conversion features in the outstanding convertible debt instrument were accounted for as a free-standing embedded derivative bifurcated from the principal balance of the Note, as (1) the conversion features were not clearly and closely related to the debt instrument and were not considered to be indexed to the Company’s equity, (2) the conversion features standing alone meet the definition of a derivative, and (3) the Note is not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. As a result of the amendment, the conversion feature no longer needed to be accounted for as a free-standing embedded derivative as it met the criteria for equity classification. As of the amendment date, the derivative liability was adjusted to a fair value of $ 41.0 million and has been reclassified to “Additional paid in capital” on the consolidated balance sheet. On December 31, 2021, in connection with the AuraGen Asset Purchase, the Company entered into Amendment No. 3 (the “Facility Amendment”) to the Facility Agreement, dated March 11, 2020, with Deerfield Partners, L.P. in order to permit the Company to enter into the Purchase Agreement and consummate the Asset Purchase. As of December 31, 2021, the unamortized debt discount and issuance costs were $ 12.5 million and were included in "Long-term debt" on the consolidated balance sheets. The Company will amortize the debt discount and debt issuance costs to interest expense under the effective interest method over the term of the Note, at a resulting effective interest rate of approximately 12 %. For the years ended December 31, 2021 and 2020, the amortization of the convertible debt discount and issuance costs were $ 3.0 million and $ 2.2 million, respectively, and were included in interest expense in the consolidated statements of operations. Registration Rights Agreement In connection with the Deerfield Facility Agreement, on March 11, 2020, the Company and Deerfield entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company filed with the SEC a Registration Statement on Form S-3 as required to effect a registration of the Common Stock issued or issuable upon conversion of or pursuant to the Convertible Note (the “Registrable Securities”), covering the resale of the Registrable Securities and such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Convertible Note to prevent dilution resulting from certain corporate actions. CARES Act On April 20, 2020, the Company was granted a loan of $ 6.7 million under the Paycheck Protection Program of the CARES Act, or the PPP Loan, from Silicon Valley Bank, or the Lender. The PPP Loan was scheduled to mature on April 20, 2022 , or the Maturity Date, and bore interest at a rate of 1.0 % per annum. Under the terms of the PPP Loan, the Company made no payments until the date which forgiveness of the PPP Loan is determined, which can be up to 10 months following the end of the covered period (which is defined as 24 weeks from the date of the loan), or the Deferral Period. Commencing one month after the expiration of the Deferral Period, and continuing on the same day of each month until the Maturity Date, the Company would have paid to Lender monthly payments of principal and interest, in an amount required to fully amortize the principal amount outstanding on the PPP Loan on the last day of the Deferral Period by the Maturity Date. On July 30, 2021, the Company was notified by Silicon Valley Bank that they received payment in full from the Small Business Administration for the amount of the Company's PPP Loan and the Company's PPP Loan had been fully forgiven. For the year ended December 31, 2021 , the Company recorded a gain on extinguishment of the PPP Loan of $ 6.7 million in “Other income (expense), net” within the consolidated statement of operations. Future Principal Payments of Debt The future schedule of principal and exit fee payments for all outstanding debt as of December 31, 2021 was as follows (in thousands): Fiscal Year 2022 $ — 2023 10,667 2024 5,333 2025 60,000 Total $ 76,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (8) Income Taxes The provision for income tax consists of the following: Year Ended December 31, 2021 2020 2019 Federal $ 11 $ 12 $ 9 State 10 10 9 Foreign — 11 16 Total income tax (benefit) expense $ 21 $ 33 $ 34 Actual income tax expense differs from that obtained by applying the statutory federal income tax rate of 21 % in 2021, 2020, and 2019, respectively, to income before income taxes as follows: (in thousands): Year Ended December 31, 2021 2020 2019 Tax at federal statutory rate $ ( 13,124 ) $ ( 18,882 ) $ ( 22,424 ) State, net of federal benefit ( 770 ) ( 2,372 ) ( 2,109 ) PPP loan forgiveness ( 1,397 ) — — Permanent items 606 2,282 857 Benefit state rate change ( 184 ) 20 337 Other 8,499 2,984 368 Goodwill impairment — — 1,602 Change in valuation allowance 6,391 16,001 21,403 $ 21 $ 33 $ 34 The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): December 31, 2021 2020 Net operating loss carryforwards $ 122,570 $ 113,374 Research and development credits 2,121 2,121 Lease liabilities 1,798 1,861 Derivative liability — 6,495 Accruals and reserves 14,961 10,175 Intangibles 1,732 3,053 143,182 137,079 Less valuation allowance ( 137,700 ) ( 131,309 ) Total deferred tax assets $ 5,482 $ 5,770 Depreciation $ ( 717 ) $ ( 276 ) Convertible debt discount ( 2,800 ) ( 3,440 ) Right-of-use assets ( 1,624 ) ( 1,793 ) Intangibles - deferred tax liability ( 434 ) ( 333 ) Total deferred tax liabilities ( 5,575 ) ( 5,842 ) Net deferred taxes $ ( 93 ) $ ( 72 ) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Generally, the ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. Based on all the relevant factors, a valuation allowance of $ 137.7 million has been established against deferred tax assets as of December 31, 2021 as management determined that it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences. As of December 31, 2021 , the Company had net operating loss carryforwards of approximately $ 483.1 million and $ 330.1 million available to reduce future taxable income, if any, for federal and state income tax purposes, respectively. Federal net operating loss carryforwards of $ 9.8 million begins expiring in 2027 , and state net operating loss carryforwards of $ 8.3 million began expiring in 2017 . It is possible that the Company will not generate taxable income in time to use these NOLs before their expiration. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change ”, the corporation's ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. In general, an “ownership change” occurs if there is a cumulative change in a loss corporation’s ownership by 5% shareholders that exceeds 50 percentage points over a rolling three-year period. As of December 31, 2021 , the Company had research and development credit carryforwards of approximately $ 30,000 and $ 2.7 million available to reduce future taxable income, income, if any, for federal and California state income tax purposes, respectively. The federal credit carryforwards begin expiring in 2029 and the state credits carryforward indefinitely. At December 31, 2021 , the Company had unrecognized tax benefits of approximately $ 0.6 million associated with the research and development credits. The Company does not anticipate that total unrecognized net tax benefits will significantly change over the next twelve months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Ending balance at December 31, 2019 $ 1,116 Additions based on tax positions taken in the current year 10 Decreases based on tax positions taken in a prior year ( 507 ) Ending balance at December 31, 2020 619 Additions based on tax positions taken in the current year — Ending balance at December 31, 2021 $ 619 It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other (income) expense and interest expense, respectively, as necessary. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2021. The Company files U.S. federal and state income tax returns in jurisdictions with varying statute of limitations. In general, the Company’s federal tax returns for 2018 to 2020 and state tax returns for 2017 to 2020 remain open for examination by the federal and state tax authorities, including net operating loss carryforwards to those years. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | (9) Employee Benefit Plans In September 2016, the Company adopted a Section 401(k) Retirement Savings Plan for the benefit of eligible employees. All employees become eligible to participate in the plan the first of the month following their hire date and may contribute their pretax or after–tax salary, up to the Internal Revenue Service annual contribution limit. The Company makes contributions to the 401(k) plan under a safe harbor provision, whereby the Company contributes 3 % of each participating employee’s annual compensation. The Company contributions vest immediately. The Company contributed and included in operating expense $ 0.6 million, $ 0.5 million, and $ 0.7 million for each of the years ended December 31, 2021, 2020, and 2019 , respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | (10) Stockhol ders’ Equity (a) Authorized Stock The Company’s Amended and Restated Certificate of Incorporation authorizes the Company to issue 210,000,000 shares of common and preferred stock, consisting of 200,000,000 shares of common stock with $ 0.01 par value and 10,000,000 shares of preferred stock with $ 0.01 par value. As of December 31, 2021 , the Company had no preferred stock issued or outstanding. (b) Stock Option Plans In April 2007, the Company adopted the 2007 Equity Incentive Plan, or 2007 Plan. The 2007 Plan provides for the granting of stock options to employees, directors and consultants of the Company. Options granted under the 2007 Plan may either be incentive stock options or nonstatutory stock options. Incentive stock options, or ISOs, may be granted only to Company employees. Nonstatutory stock options, or NSOs, may be granted to all eligible recipients. A total of 1,690,448 shares of the Company’s common stock were reserved for issuance under the 2007 Plan. As of December 31, 2021, pursuant to the 2007 Plan, there were 114,120 options outstanding and no shares of common stock available for future grants. The Company’s board of directors adopted the 2014 Equity Incentive Plan, or 2014 Plan, in July 2014, and the stockholders approved the 2014 Plan in October 2014. The 2014 Plan became effective upon completion of the IPO on November 3, 2014, at which time the Company ceased granting awards under the 2007 Plan. Under the 2014 Plan, the Company may issue ISOs, NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards and other forms of stock awards, or collectively, stock awards, all of which may be granted to employees, including officers, non-employee directors and consultants of the Company and their affiliates. ISOs may be granted only to employees. A total of 1,027,500 shares of common stock were initially reserved for issuance under the 2014 Plan, subject to certain annual increases. As of December 31, 2021, pursuant to the 2014 Plan, there were 8,717,856 shares of common stock reserved and 2,190,272 shares of common stock available for future grants. Pursuant to a board-approved Inducement Plan, the Company may issue NSOs and restricted stock unit awards which may only be granted to new employees of the Company and their affiliates in accordance with NASDAQ Stock Market Rule 5635(c)(4) as an inducement material to such individuals entering into employment with the Company. As of December 31, 2021, inducement grants for 1,983,411 shares of common stock have been awarded, and 606,112 shares of common stock were reserved for future issuance under the Inducement Plan. Options under the 2007 Plan and the 2014 Plan may be granted for periods of up to ten years as determined by the Company’s board of directors, provided, however, that (i) the exercise price of an ISO shall not be less than 100 % of the estimated fair value of the shares on the date of grant, and (ii) the exercise price of an ISO granted to a more than 10 % shareholder shall not be less than 110 % of the estimated fair value of the shares on the date of grant. An NSO has no such exercise price limitations. NSOs under the Inducement Plan may be granted for periods of up to ten years as determined by the board of directors, provided, the exercise price will be not less than 100 % of the estimated fair value of the shares on the date of grant. Options generally vest with 25 % of the grant vesting on the first anniversary and the balance vesting monthly on a straight-lined basis over the requisite service period of three additional years for the award. Additionally, options have been granted to certain key executives that vest upon achievement of performance conditions based on performance targets as defined by the board of directors, which have included net sales targets and defined corporate objectives over the performance period with possible payout ranging from 0 % to 100 % of the target award. Compensation expense is recognized on a straight-lined basis over the vesting term of one year based upon the probable performance target that will be met. The vesting provisions of individual options may vary but provide for vesting of at least 25 % per year. The following summarizes all option activity under the 2007 Plan, 2014 Plan and Inducement Plan: Weighted Weighted average remaining Option exercise contractual Shares price term (year) Balances at December 31, 2019 1,880,846 $ 7.42 5.48 Granted 600,000 3.58 Exercised ( 9,817 ) 2.89 Forfeited ( 511,528 ) 8.87 Balances at December 31, 2020 1,959,501 $ 4.79 5.92 Exercised ( 72,726 ) 3.99 Forfeited ( 182,812 ) 5.49 Balances at December 31, 2021 1,703,963 $ 4.75 5.41 Vested and expected to vest at December 31, 2021 1,703,963 Vested and exercisable at December 31, 2021 1,266,428 7.27 There were no stock options granted during the years ended December 31, 2021 and 2019. The weighted average grant date fair value of stock options granted to employees and directors during the year ended December 31, 2020 was $ 3.58 per share. Stock-based compensation expense for stock options for the years ended December 31, 2021, 2020 and 2019 was $ 0.5 million, $ 0.1 million and $ 0.6 million, respectively. Tax benefits arising from the disposition of certain shares issued upon exercise of stock options within two years of the date of grant or within one year of the date of exercise by the option holder, or Disqualifying Dispositions, provide the Company with a tax deduction equal to the difference between the exercise price and the fair market value of the stock on the date of exercise. As of December 31, 2021 there was $ 1.5 million of unrecognized compensation cost related to stock options granted under the plans. The expense is recorded within the operating expense components in the consolidated statement of operations based on the employees receiving the awards. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised was $ 208,000 , $ 14,000 , and $ 0.6 million during the years ended December 31, 2021, 2020 and 2019, respectively. The following table presents the weighted‑average assumptions used to estimate the fair value of options granted during the periods presented: Year Ended December 31, Stock Options 2021 2020 2019 Expected term (in years) — 6.50 — Expected volatility — 82.65 % — Risk-free interest rate — 0.27 % — Dividend yield — — — The expected term of employee stock options, risk‑free interest rate and volatility represents the weighted average, based on grant date period which the stock options are expected to remain outstanding. The Company utilizes the simplified method to estimate the expected term of the options pursuant to ASC Subtopic 718‑10 for all option grants to employees. 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 based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected term of the option. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company records forfeitures when they occur. For purposes of financial accounting for stock‑based compensation, the Company has determined the fair values of its options based in part on the work of a third‑party valuation specialist. The determination of stock‑based compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If the Company had made different assumptions, its stock‑based compensation expense, and its net loss could have been significantly different. (c) Restricted Stock Units The Company has issued restricted stock unit awards, or RSUs, to employees and non-employees under the 2014 Plan and Inducement Plan. The RSUs issued to employees generally vest on a straight-line basis annually over a 3-year requisite service period. The RSUs issued to non-employees are generally for consulting services and generally vest either monthly or annually over the service term. Activity related to RSUs is set forth below: Weighted Number grant date of shares fair value Balances at December 31, 2019 2,232,956 $ 11.99 Granted 3,070,430 4.77 Vested ( 1,150,707 ) 10.06 Forfeited ( 1,058,889 ) 7.82 Balances at December 31, 2020 3,093,790 $ 6.97 Granted 1,636,969 7.06 Vested ( 1,452,893 ) 6.42 Forfeited ( 478,314 ) 2.31 Balances at December 31, 2021 2,799,552 $ 8.11 The weighted average grant date fair value of RSUs granted to employees and directors during the years ended December 31, 2021, 2020 and 2019 was $ 7.06 , $ 4.77 , and $ 8.02 per share, respectively. Stock-based compensation expense for RSUs for the years ended December 31, 2021, 2020 and 2019 was $ 9.3 million, $ 7.5 million and $ 11.2 million, respectively. As of December 31, 2021, there was $ 9.8 million total unrecognized compensation cost related to non-vested RSU awards. The cost is expected to be recognized over a weighted average period of 2.03 years. (d) Employee Stock Purchase Plan The Company’s board of directors adopted the 2014 Employee Stock Purchase Plan, or ESPP, in July 2014, and the stockholders approved the ESPP in October 2014. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to any plan limitations. The ESPP provides offering periods not to exceed 27 months, and each offering period will include purchase periods, which will be the approximately six-month period commencing with one exercise date and ending with the next exercise date, except that the first offering period commenced on the first trading day following the effective date of the Company’s registration statement. Employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the exercise date. A total of 255,500 shares of common stock were initially reserved for issuance under the ESPP. The number of shares available for sale under the ESPP will be increased annually on the first day of each fiscal year, equal to the lesser of i) 1 % of the total outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; ii) 3,000,000 shares of common stock, or iii) such lesser amount as determined by the board of directors. As of December 31, 2021, the number of shares of common stock reserved for issuance under the ESPP was 2,252,652 . During the year ended December 31, 2021, employees purchased 199,071 shares under the ESPP at a weighted average exercise price of $ 3.38 per share. During the year ended December 31, 2020, employees purchased 203,728 shares under the ESPP at a weighted average exercise price of $ 4.11 per share. As of December 31, 2021, the number of shares of common stock available for future issuance under the ESPP was 1,253,615 . Stock-based compensation related to the ESPP for the years ended December 31, 2021, 2020 and 2019 was $ 0.6 million, $ 0.6 million, and $ 0.8 million, respectively. The following table presents the weighted-average assumptions used to estimate the fair value of the stock purchase rights granted under the employee stock purchase plan: Year Ended December 31, ESPP 2021 2020 2019 Expected term (in years) 0.50 to 2.00 0.50 to 2.00 0.50 to 2.00 Expected volatility 64 % to 101 % 68 % to 139 % 69 % to 77 % Risk-free interest rate 0.06 % to 0.20 % 0.14 % to 1.57 % 1.87 % to 2.06 % Dividend yield — — — (e) Significant modifications There were no material modifications of equity awards during the years ended December 31, 2021, 2020, and 2019 . |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | (11) Segment Reporting and Geographic Information (a) Reportable Segments Following the sale of the miraDry business on June 10, 2021, the Company has one reportable segment named Plastic Surgery, formally known as Breast Products. The Plastic Surgery segment focuses on sales of silicone gel breast implants, tissue expanders and scar management products under the brands Sientra Round, Sientra Teardrop, AlloX2, Dermaspan, Softspan and BIOCORNEUM. The net sales, net operating loss and net assets for the Plastic Surgery segment are presented in the consolidated statement of operations and consolidated balance sheets as continuing operations. (b) Geographic Information Net sales are attributed to geographic areas based on where the Company’s products are shipped. The following table presents the net sales by geographical region for the periods presented (in thousands): December 31, 2021 2020 2019 United States $ 79,037 $ 53,284 $ 46,295 International 1,646 1,713 68 Total net sales $ 80,683 $ 54,997 $ 46,363 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Product Liability Litigation On October 7, 2019, a lawsuit was filed in the Superior Court of the State of California against the Company and Silimed Industria de Implantes Ltda. (the Company’s former contract manufacturer). The lawsuit alleges that the Company’s textured breast implants caused certain of the plaintiffs to develop a condition known as breast implant associated anaplastic large cell lymphoma (“BIA-ALCL”), and that the Company is liable to the plaintiffs based on claims for strict liability (failure to warn), strict liability (defective manufacture), negligence and loss of consortium. On January 21, 2020, the Company filed a demurrer to the plaintiff’s complaint, which demurrer the Court granted in a tentative ruling dated March 9, 2021 with leave to replead. The Plaintiffs filed an amended complaint on April 6, 2021 and the Company filed a demurrer to that complaint on May 6, 2021. On October 25, 2021, the Court issued a ruling granting the Company’s demurrer in-part and denying it in-part, and gave plaintiffs twenty days to file an amendment complaint. The Company intends to vigorously defend itself in this lawsuit. Given the nature of this case, the Company is unable to estimate the reasonably possible loss or range of loss, if any, arising from this matter. On September 23, 2020, a lawsuit was filed in the Eastern District of Tennessee against the Company. The lawsuit alleges that the Company’s textured breast implants caused certain of the plaintiffs to develop a condition known as breast implant associated anaplastic large cell lymphoma (“BIA-ALCL”), and that the Company is liable to the plaintiffs based on claims for negligence, strict liability (manufacturing defects), strict liability (failure to warn), breach of express and implied warranties, and punitive damages. The Company filed a motion to dismiss the complaint on December 7, 2020. On February 28, 2022 the Court granted the Company’s motion, and dismissed the plaintiff’s complaint with prejudice. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | (13) Subsequent Events Health Canada Approval On March 23, 2022, the Company received approval from Health Canada to begin commercialization of its smooth round HSC and HSC+ silicone gel breast implants in Canada. Following this approval, the Company intends to begin commercialization in Canada with its distribution partner, Kai Aesthetics, Inc. Amendment to Credit Agreements 5,000,000 will be drawn on March 31, 2022. Additionally, the Third Amendment provides the Company with a sixth tranche pursuant to which the Company may draw $ 9,000,000 any time after January 1, 2023 until March 31, 2023. The Third Amendment also eliminated the minimum unrestricted cash requirement and reset the minimum Net Revenue (as defined therein) requirements based on the Company’s 12-month trailing Net Revenue. Finally, the Third Amendment increased the prepayment fee by 0.5 % until following the third anniversary of the Effective Date, at which point no prepayment fee shall apply. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | (a) Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or 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 dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and use of estimates include the allowance for doubtful accounts, sales return liability, provision for warranties, valuation of inventories, recoverability of long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and finite lived intangible assets, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with stock-based compensation and other equity instruments. As a result of the miraDry Sale discussed in Note 2, the miraDry business met the criteria to be reported as discontinued operations. Therefore, the Company is reporting the historical results of miraDry, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for all periods presented herein through the date of the Sale. Unless otherwise noted, the accompanying notes to the audited consolidated financial statements have all been revised to reflect continuing operations only. As discussed in Note 11, following the Sale the Company has one operating segment in continuing operations named Plastic Surgery, formerly known as Breast Products. |
Liquidity | (b) Liquidity Since the Company’s inception, it has incurred significant net operating losses and the Company anticipates that losses will continue in the near term. The Company expects its operating expenses will remain consistent with the current year ended December 31, 2021, and will need to generate significant net sales to achieve profitability. To date, the Company has funded operations primarily with proceeds from the sales of preferred stock, borrowings under term loans and the convertible note, sales of products, and the proceeds from the sale of common stock in public offerings. To fund ongoing operating and capital needs, the Company may need to raise additional capital in the future through the sale of equity securities and incremental debt financing. Sale of the miraDry business Refer to Note 2 for details on the sale of the miraDry business. Debt financing See Note 7 to the consolidated financial statements for a full description of our long-term debt, revolving line of credit, convertible note, and PPP loan. Equity financing On June 7, 2019, the Company completed an underwritten follow-on public offering of 17,391,305 shares of common stock at $ 5.75 per share, as well as 2,608,695 additional shares of common stock pursuant to the full exercise of the over-allotment option granted to the underwriters. Net proceeds were approximately $ 107.7 million after deducting underwriting discounts and commissions of $ 6.9 million and offering expenses of approximately $ 0.4 million. Further on February 8, 2021, the Company completed a follow-on public offering of 5,410,628 shares of common stock at $ 6.75 per share, as well as 811,594 additional shares of common stock pursuant to the full exercise of the over-allotment option granted to the underwriters. Net proceeds were approximately $ 39.2 million after deducting underwriting discounts and commissions of approximately $ 2.5 million and offering expenses of approximately $ 0.3 million. At December 31, 2021, the Company had cash and cash equivalents of $ 51.8 million. The accompanying consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company believes that its cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months. |
Cash and Cash Equivalents | (c) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist primarily of cash in checking accounts and interest-bearing money market accounts. |
Concentration of Credit and Supplier Risks | (d) Concentration of Credit and Supplier Risks Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents are deposited in demand accounts at financial institutions that management believes are creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for cash and cash equivalents in excess of amounts insured by the Federal Deposit Insurance Corporation, or FDIC. Management believes that the Company’s investments in cash and cash equivalents are financially sound and have minimal credit risk and the Company has not experienced any losses on its deposits of cash and cash equivalents. The Company relies on a limited number of third-party manufacturers for the manufacturing and supply of its products. This could result in the Company not being able to acquire the inventory needed to meet customer demand, which would result in possible loss of sales and affect operating results adversely. |
Fair Value of Financial Instruments | (e) Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, customer deposits and sales return liability are reasonable estimates of their fair value because of the short maturity of these items. The fair value of the contingent consideration and the convertible feature related to the convertible note are discussed in Note 4. The fair value of the debt is based on the amount of future cash flows associated with the instrument discounted using the Company’s market rate. As of December 31, 2021 and 2020 , the carrying value of the long-term debt was not materially different from the fair value. As of December 31, 2021 and 2020, the carrying value and fair value of the convertible note were as follows (in thousands): December 31, December 31, 2021 2020 Carrying value $ 47,477 $ 44,436 Fair value $ 42,029 $ 37,580 The convertible note is carried on the consolidated balance sheets at amortized cost. The fair value is estimated using a discounted cash flow analysis with a yield derived from a calibrated binomial lattice model as of the convertible note issuance date and adjusted for market movements thereafter. The market for trading of the convertible note is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs. |
Fair Value Measurements | (f) Fair Value Measurements 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. |
Property and Equipment | (g) Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight‑line method over the estimated useful life of the asset, generally three to fifteen years . Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale of an asset, the cost and related accumulated depreciation or amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations in the period realized. Maintenance and repairs are charged to operations as incurred. |
Leases | (h) Leases The Company leases certain office space, warehouses, distribution facilities, manufacturing facilities and office equipment. The Company determines if an arrangement contains a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating and finance lease right-of-use, or ROU, assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. The Company determines its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short-term leases. The Company’s lease agreements generally do not contain material residual value guarantees or material restrictive covenants. The Company’s leases of office space, warehouses, distribution facilities and manufacturing facilities are treated as operating leases and often contain lease and non-lease components. The Company has elected to account for these lease and non-lease components separately. Non-lease components for these assets are primarily comprised of common-area maintenance, utilities, and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, and are recognized in operating expenses in the period in which the obligation for those payments was incurred. Lease cost for these operating leases is recognized on a straight-line basis over the lease term in operating expenses. The Company’s leases of office equipment are accounted for as finance leases as they meet one or more of the five finance lease classification criteria. Lease cost for these finance leases is comprised of amortization of the ROU asset and interest expense which are recognized in operating expenses and other income (expense), net. |
Goodwill and Other Intangible Assets | (i) Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets of purchased businesses. Goodwill is not amortized, but instead is subject to impairment tests on at least an annual basis and whenever circumstances suggest that goodwill may be impaired. The Company’s annual test for impairment is performed as of October 1 of each fiscal year. The Company makes a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount from the qualitative assessment, the Company performs a quantitative analysis to compare the fair value of the reporting unit to its carrying amount. The Company recognizes impairment charges for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company’s fair value analysis of goodwill utilizes the income approach and market approach, which requires the use of estimates about a reporting unit’s future revenues and free cash flows, market multiples, enterprise value, control risk premiums, discount rates, terminal value and enterprise value to determine the estimated fair value. The Company’s future revenues and free cash flow assumptions are determined based upon actual results giving effect to management’s expected changes in operating results in future years. The market multiples, enterprise value, control risk premiums, discount rates and terminal value are based upon market participant assumptions using a defined peer group. Changes in these assumptions can materially affect these estimates. Thus, to the extent the market changes, discount rates increase significantly or the Company does not meet its projected performance, the Company could recognize impairments, and such impairments could be material. For the years ended December 31, 2021, 2020, and 2019 , the Company did no t record any goodwill impairment charges. Indefinite-lived intangible assets The Company tests indefinite-lived intangible assets for impairment at least on an annual basis as of October 1 of each fiscal year and whenever circumstances suggest the intangible assets may be impaired. The Company makes a qualitative assessment of whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value is less than its carrying amount from the qualitative assessment, the Company performs a quantitative analysis to compare the fair value of the intangible asset to its carrying amount. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to the difference. The Company also evaluates the remaining useful life of an indefinite-lived intangible asset to determine whether events and circumstances continue to support an indefinite useful life. For the years ended December 31, 2021, 2020, and 2019 , the Company did no t record any indefinite-lived intangible assets impairment charges. Finite-lived intangible assets The intangible assets are amortized to the consolidated statement of operations based on estimated cash flows generated from the intangible asset over its estimated life. Each fiscal year the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstance warrant a revision to the remaining periods of amortization. Judgments about the recoverability of purchased finite‑lived intangible assets are made whenever events or changes in circumstance indicate that impairment may exist. Recoverability of finite‑lived intangible assets is measured by comparison of the carrying amount of the asset group to the future undiscounted cash flows the asset group is expected to generate. If the sum of the future undiscounted cash flows is less than the carrying value, the Company will evaluate whether the fair value of each asset in the asset group exceeds its respective carrying value. If the fair value of any asset in the asset group is determined to be less than its carrying value, then the Company will recognize an impairment loss based on the excess of the carrying amount over the asset’s respective fair value. The Company’s fair value analysis of intangible assets utilizes methods under various income approaches. The Company values its customer relationships using an excess earnings method, which assumes the value of the asset is the discounted future cash flows derived from existing customers and requires the use of customer attrition rates and discount rates to determine the estimated fair value. The future revenues and free cash flow from existing customers are determined based upon actual results giving effect to management’s expected changes in operating results in future years. The attrition rate is based on average historical levels of customer attrition and the discount rate is based upon market participant assumptions using a defined peer group. Tradenames and developed technology are valued using a relief from royalty method, which assumes the value of the asset is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the asset and instead licensed the asset from another company. This method requires the use of royalty rates which are determined based on comparable third-party license agreements involving similar assets and discount rates similar to the above to determine the estimated fair value. |
Impairment of Tangible Long Lived Assets | (j) Impairment of Tangible Long‑Lived Assets The Company’s management routinely considers whether indicators of impairment of long‑lived assets are present. If such indicators are present, management determines whether the sum of the estimated undiscounted cash flows attributable to the asset group in question is less than their carrying value. If less, the Company will recognize an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company will recognize an impairment charge to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset’s carrying value. The fair value of the asset will then become the asset’s new carrying value. There have been no impairments recorded for tangible long-lived assets during the years ended December 31, 2021, 2020, and 2019. |
Acquisitions | (k) Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Business combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Liability-classified contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair values are recorded in earnings. Equity-classified contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date and are not subsequently remeasured each reporting period unless the obligation becomes reclassified as a liability. The subsequent settlement of the obligation is accounted for within equity. Asset acquisitions In an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. No goodwill is recognized in an asset acquisition. Subsequent changes are recorded as adjustments to the carrying amount of the assets acquired. |
Segment Reporting | (l) Segment Reporting Reportable segments represent components for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, who has been identified as the Chief Operating Decision Maker, or CODM, as defined by authoritative guidance on segment reporting, in determining how to allocate resources and evaluate performance. The segments are determined based on several factors, including client base, homogeneity of products, technology, delivery channels and similar economic characteristics. Following the sale of the miraDry business on June 10, 2021, the Company has one reportable segment named Plastic Surgery, formally known as Breast Products. |
Revenue Recognition | (m) Revenue Recognition The Company generates revenue primarily through the sale and delivery of promised goods or services to customers. Sales prices are documented in the executed sales contract, purchase order or order acknowledgement prior to the transfer of control to the customer. Typical payment terms are 30 days. Revenue contracts may include multiple products or services, each of which is considered a separate performance obligation. Performance obligations typically include the delivery of promised products, such as breast implants, tissue expanders, and BIOCORNEUM, along with service-type warranties. Other deliverables are sometimes promised but are ancillary and insignificant in the context of the contract as a whole. Revenue is allocated to each performance obligation based on its relative standalone selling price. The Company determines standalone selling prices based on observable prices for all performance obligations with the exception of the service-type warranty under the Platinum20 Limited Warranty Program, or Platinum20. The Company introduced Platinum20 in May 2018 on all OPUS breast implants implanted in the United States or Puerto Rico on or after May 1, 2018. Platinum20 provides for financial assistance for revision surgeries and no-charge contralateral replacement implants upon the occurrence of certain qualifying events. The Company considers Platinum20 to have an assurance warranty component and a service warranty component. The assurance component is recorded as a warranty liability at the time of sale (as discussed in Note 1(s)). The Company considers the service warranty component as an additional performance obligation and defers revenue at the time of sale using the expected cost plus margin approach for the performance obligation. Inputs into the expected cost plus margin approach include historical incidence rates, estimated replacement costs, estimated financial assistance payouts and an estimated margin. The liability for unsatisfied performance obligations under the service warranty as of December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 Balance as of December 31, 2020 $ 1,945 Additions and adjustments 1,863 Revenue recognized ( 571 ) Balance as of December 31, 2021 $ 3,237 Revenue for service warranties are recognized ratably over the term of the agreements. Specifically for Platinum20, the performance obligation is satisfied at the time that the benefits are provided and are expected to be satisfied over the following 3 to 24 month period for financial assistance and 20 years for product replacement. For delivery of promised products, control transfers and revenue is recognized upon shipment, unless the contractual arrangement requires transfer of control when products reach their destination, for which revenue is recognized once the product arrives at its destination. A portion of the Company’s revenue is generated from the sale of consigned inventory of breast implants and tissue expanders maintained at doctor, hospital, and clinic locations. For these products, revenue is recognized at the time the Company is notified by the customer that the product has been implanted, not when the consigned products are delivered to the customer’s location. Sales Return Liability With the exception of the Company’s BIOCORNEUM scar management products, the Company allows for the return of products from customers within six months after the original sale, which is accounted for as variable consideration. A sales return liability is established based on estimated returns using relevant historical experience taking into consideration recent gross sales and notifications of pending returns, as adjusted for changes in recent industry events and trends. The estimated sales returns are recorded as a reduction of revenue and as a sales return liability in the same period revenue is recognized. Actual sales returns in any future period are inherently uncertain and thus may differ from the estimates. If actual sales returns differ significantly from the estimates, an adjustment to revenue in the current or subsequent period would be recorded. The following table provides a rollforward of the sales return liability (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 9,192 $ 8,116 Addition to reserve for sales activity 158,245 118,508 Actual returns ( 152,773 ) ( 117,407 ) Change in estimate of sales returns ( 1,265 ) ( 25 ) Ending balance $ 13,399 $ 9,192 Practical Expedients and Policy Election The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. The Company does not adjust accounts receivable for the effects of any significant financing components as customer payment terms are shorter than one year. The Company has elected to account for shipping and handling activities performed after a customer obtains control of the products as activities to fulfill the promise to transfer the products to the customer. Shipping and handling activities are largely provided to customers free of charge. The associated costs were $ 5.5 million, $ 2.9 million and $ 1.9 million for the years ended December 31, 2021, 2020, and 2019 , respectively. These costs are viewed as part of the Company’s marketing programs and are recorded as a component of sales and marketing expense in the consolidated statement of operations as an accounting policy election. |
Accounts Receivable and Allowance for Doubtful Accounts | (n) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability to collect from some of its customers. The allowances for doubtful accounts are based on the analysis of historical bad debts, customer credit‑worthiness, past transaction history with the customer, and current economic trends. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances may be required. |
Inventories and Cost of Goods Sold | (o) Inventories and Cost of Goods Sold Inventories represent raw materials, work in process and finished goods that are recorded at the lower of cost or market on a first‑in, first‑out basis, or FIFO. The Company recognizes the cost of inventory transferred to the customer in cost of goods sold when revenue is recognized. Further, the Company periodically assesses the recoverability of all inventories to determine whether adjustments for impairment or obsolescence are required. The Company evaluates the remaining shelf life and other general obsolescence and impairment criteria in assessing the recoverability of the Company’s inventory. |
Income Taxes | (p) Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company operates in several tax jurisdictions and is subject to taxes in each jurisdiction in which it conducts business. To date, the Company has incurred cumulative net losses and maintains a full valuation allowance on its net deferred tax assets due to the uncertainty surrounding realization of such assets. However, the Company has deferred tax liabilities that cannot be considered sources of income to support the realization of the deferred tax assets, and has provided for tax expense (or benefit) and a corresponding deferred tax liability. The Company accounts for uncertain tax positions in accordance with Account Standards Codification, or ASC, 740‑10, Accounting for Uncertainty in Income Taxes . The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of tax benefit might change as new information becomes available. |
Research and Development Expenditures | (q) Research and Development Expenditures Research and development costs are charged to operating expenses as incurred. Research and development, or R&D, primarily consist of clinical expenses, regulatory expenses, product development, consulting services, outside research activities, quality control and other costs associated with the development of the Company’s products and compliance with Good Clinical Practices, or GCP, requirements. R&D expenses also include related personnel and consultant compensation and stock-based compensation expense. |
Stock-Based Compensation | (r) Stock‑Based Compensation The Company applies the fair value provisions of ASC 718, Compensation — Stock Compensation , or ASC 718. ASC 718 requires the recognition of compensation expense, using a fair‑value based method, for costs related to all employee share‑based payments, including stock options, restricted stock units, and the employee stock purchase plan. In the absence of an observable market price for an award, ASC 718 requires companies to estimate the fair value of share‑based payment awards on the date of grant using an option‑pricing model. We estimate the fair value of our stock‑based awards to employees and directors using the Black‑Scholes option pricing model. The grant date fair value of a stock‑based award is recognized as an expense over the requisite service period of the award on a straight‑line basis. In addition, we use the Monte-Carlo simulation option-pricing model to determine the fair value of market-based awards. The Monte-Carlo simulation option-pricing model uses the same input assumptions as the Black-Scholes model; however, it also further incorporates into the fair-value determination the possibility that the market condition may not be satisfied. Compensation costs related to these awards are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. The option-pricing models require the input of subjective assumptions, including the risk‑free interest rate, expected dividend yield, expected volatility and expected term, among other inputs. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock‑based compensation expense could be materially different in the future. These assumptions are estimated as follows: • Risk‑free interest rate —The risk‑free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. • Dividend yield —The Company has never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company utilized an expected dividend yield of zero. • Expected volatility —In the prior years, the Company utilized median historic price volatilities and implied volatilities of comparable public companies due to a lack of significant trading history for the Company’s own common stock. In the current year, the Company estimated its expected stock volatility based on company-specific historical and implied volatility information of its stock as sufficient historical information has become available. • Expected term —The expected term represents the period that our stock‑based awards are expected to be outstanding. The Company utilizes the simplified method to estimate the expected term. |
Product Warranties | (s) Product Warranties The Company offers a product replacement and limited warranty program for the Company’s silicone gel breast implants. For silicone gel breast implant surgeries occurring prior to May 1, 2018, the Company provides lifetime replacement implants and up to $ 3,600 in financial assistance for revision surgeries, for covered rupture events that occur within ten years of the surgery date. The Company introduced its Platinum20 Limited Warranty Program in May 2018, covering OPUS silicone gel breast implants implanted in the United States or Puerto Rico on or after May 1, 2018. The Company considers the program to have an assurance warranty component and a service warranty component. The service warranty component is discussed in Note 1(m) above. The assurance component is related to the lifetime no-charge contralateral replacement implants and up to $ 5,000 in financial assistance for revision surgeries, for covered rupture events that occur within twenty years of the surgery date. |
Net Loss Per Share | (t) Net Loss Per Share December 31, 2021 2020 2019 Loss from continuing operations $ ( 62,519 ) $ ( 67,112 ) $ ( 58,087 ) Income (loss) from discontinued operations, net of income taxes 37 ( 22,835 ) ( 48,731 ) Net loss $ ( 62,482 ) $ ( 89,947 ) $ ( 106,818 ) Weighted average common shares outstanding, basic and diluted 57,057,107 50,233,175 40,654,272 Basic and diluted net loss per share attributable to common stockholders Continuing operations $ ( 1.10 ) $ ( 1.34 ) $ ( 1.43 ) Discontinued operations 0.00 ( 0.45 ) ( 1.20 ) Basic and diluted net loss per share $ ( 1.10 ) $ ( 1.79 ) $ ( 2.63 ) The Company excluded the following potentially dilutive securities, outstanding as of December 31, 2021, 2020 and 2019 from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2021, 2020 and 2019 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods. December 31, 2021 2020 2019 Stock issuable upon conversion of convertible note 14,634,146 11,991,870 — Stock options to purchase common stock 1,616,891 1,008,598 1,390,115 Unvested RSUs 1,789,603 1,135,454 1,174,431 18,040,640 14,135,922 2,564,546 The Company uses the if-converted method for calculating any potential dilutive effects of the convertible note. The Company did not adjust the net loss for the year ended December 31, 2021 to eliminate any interest expense or gain/loss for the derivative liability related to the note in the computation of diluted loss per share, as the effects would be anti-dilutive. |
Recent Accounting Pronouncements | (u) Recent Accounting Pronouncements Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The amendment removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation, and calculating income taxes in interim periods. The amendment also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2020. Early adoption was permitted. The Company adopted the applicable amendments within ASU 2019-12 in the first quarter of 2021 and there was no material impact on its condensed consolidated financial statements from the adoption. Recently Issued Accounting Standards 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The amendment eliminates certain accounting models and simplifies the accounting for convertible instruments and enhances disclosures for convertible instruments and earnings per share. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact that adoption of the standard will have on the consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848)-Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The amendment provides optional expedients and exceptions for contract modifications that replace a reference rate affected by reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022, and entities may elect to apply by Topic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company is currently evaluating the impact the election of the optional expedient will have on the consolidated financial statements. |
Risks and Uncertainties | (v) Risks and Uncertainties As an aesthetics company, surgical procedures involving the Company’s breast products are susceptible to local and national government restrictions, such as social distancing, vaccination requirements, “shelter in place” orders and business closures. The inability or limited ability to perform such non-emergency procedures significantly harmed the Company’s revenues since the second quarter of 2020 and continued to harm the Company’s revenues during the year ended December 31, 2021. While many states have lifted certain restrictions on non-emergency procedures, the Company will likely continue to experience future harm to its revenues while existing or new restrictions remain in place. It is not possible to accurately predict the length or severity of the COVID-19 pandemic, including the spread of any variants, or the timing for a broad and sustained ability to perform non-emergency procedures involving the Company’s products. The Company continues to monitor and assess new information related to the COVID-19 pandemic, the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. Further, the spread of COVID-19 has caused the Company to modify workforce practices, and the Company may take further actions determined to be in the best interests of the Company’s employees or as required by governments. The continued spread of COVID-19, or another infectious disease, could also result in delays or disruptions in the Company’s supply chain or adversely affect the Company’s manufacturing facilities and personnel. Further, trade and/or national security protection policies may be adjusted as a result of the COVID-19 pandemic, such as actions by governments that limit, restrict or prevent the movement of certain goods into a country and/or region. The estimates used for, but not limited to, determining the collectability of accounts receivable, fair value of long-lived assets and goodwill, and sales returns liability required could be impacted by the pandemic. While the full impact of COVID-19 is unknown at this time, the Company has made appropriate estimates based on the facts and circumstances available as of the reporting date. These estimates may change as new events occur and additional information is obtained. |
Reclassifications | (w) Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year presentation, including those related to discontinued operations following the sale of the miraDry business. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Carrying Value and Fair Value of Convertible Note | As of December 31, 2021 and 2020, the carrying value and fair value of the convertible note were as follows (in thousands): December 31, December 31, 2021 2020 Carrying value $ 47,477 $ 44,436 Fair value $ 42,029 $ 37,580 |
Schedule of Liability for Unsatisfied Performance Obligations Under Service Warranty | The liability for unsatisfied performance obligations under the service warranty as of December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 Balance as of December 31, 2020 $ 1,945 Additions and adjustments 1,863 Revenue recognized ( 571 ) Balance as of December 31, 2021 $ 3,237 |
Schedule of Rollforward of Sales Return Liability | The following table provides a rollforward of the sales return liability (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 9,192 $ 8,116 Addition to reserve for sales activity 158,245 118,508 Actual returns ( 152,773 ) ( 117,407 ) Change in estimate of sales returns ( 1,265 ) ( 25 ) Ending balance $ 13,399 $ 9,192 |
Schedule of net loss per share, basic and diluted | December 31, 2021 2020 2019 Loss from continuing operations $ ( 62,519 ) $ ( 67,112 ) $ ( 58,087 ) Income (loss) from discontinued operations, net of income taxes 37 ( 22,835 ) ( 48,731 ) Net loss $ ( 62,482 ) $ ( 89,947 ) $ ( 106,818 ) Weighted average common shares outstanding, basic and diluted 57,057,107 50,233,175 40,654,272 Basic and diluted net loss per share attributable to common stockholders Continuing operations $ ( 1.10 ) $ ( 1.34 ) $ ( 1.43 ) Discontinued operations 0.00 ( 0.45 ) ( 1.20 ) Basic and diluted net loss per share $ ( 1.10 ) $ ( 1.79 ) $ ( 2.63 ) |
Schedule of potentially dilutive securities excluded from the computation of diluted net loss per share attributable to common stockholders | The Company excluded the following potentially dilutive securities, outstanding as of December 31, 2021, 2020 and 2019 from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2021, 2020 and 2019 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods. December 31, 2021 2020 2019 Stock issuable upon conversion of convertible note 14,634,146 11,991,870 — Stock options to purchase common stock 1,616,891 1,008,598 1,390,115 Unvested RSUs 1,789,603 1,135,454 1,174,431 18,040,640 14,135,922 2,564,546 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinued Operations Balance Sheet and Income Statement | The following table presents the aggregate carrying amounts of major classes of assets and liabilities of discontinued operations (in thousands): December 31, December 31, 2021 2020 Assets of discontinued operations: Accounts receivable, net $ — $ 3,732 Inventories, net — 9,480 Prepaid expenses and other current assets 4 263 Current assets of discontinued operations 4 13,475 Property and equipment, net — 805 Total assets of discontinued operations $ 4 $ 14,280 Liabilities of discontinued operations: Accounts payable $ 6 $ 704 Accrued and other current liabilities 494 3,982 Total liabilities of discontinued operations $ 500 $ 4,686 The following table provides information regarding the results of discontinued operations (in thousands): Year Ended December 31, 2021 2020 2019 Net sales $ 9,347 $ 16,244 $ 37,337 Cost of goods sold 4,805 8,703 16,659 Gross profit 4,542 7,541 20,678 Operating expenses 1,940 30,440 69,355 Income (loss) from operations of discontinued operations 2,602 ( 22,899 ) ( 48,677 ) Other income (expense), net ( 77 ) 64 ( 54 ) Income (loss) from discontinued operations before income taxes 2,525 ( 22,835 ) ( 48,731 ) Loss on sale of discontinued operations before income taxes ( 2,488 ) — — Total income (loss) from discontinued operations before income taxes 37 ( 22,835 ) ( 48,731 ) Income tax expense (benefit) — — — Income (loss) from discontinued operations, net of income taxes $ 37 $ ( 22,835 ) $ ( 48,731 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Acquisition [Line Items] | |
Schedule of Aggregate Preliminary Acquisition Date Fair Value of Consideration Transferred | The acquisition did not meet the definition of a business combination and was accounted for as an asset acquisition. The acquisition date fair value of the consideration transferred consisted of the following (in thousands): Fair Value as of December 31, 2021 Cash payment made on closing date $ 1,000 Direct transaction costs 213 Equity issued on closing date 14,426 Fair value of deferred cash consideration 2,400 Fair value of contingent consideration 2,615 Total purchase consideration $ 20,654 |
Schedule of Allocation of the Fair Value of the Consideration Transferred by Major Class | The allocation of the total purchase price is as follows (in thousands): December 31, 2021 Inventories $ 54 Developed technology 20,600 Net assets acquired $ 20,654 |
Schedule of Intangible Asset Acquired, Estimated Useful Life and Amortization Method | The intangible asset acquired, estimated useful life and amortization method is as follows (in thousands): Estimated useful Amortization Amount life method Developed technology $ 20,600 8 years Straight line |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of inventories, net | 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 |
Schedule of property and equipment, net | 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 |
Schedule of accrued and other current liabilities | 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 |
Schedule of rollforward of the accrued warranties | 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 |
Schedule of Company's Liabilities that are Measured at Fair Value on a Recurring Basis | 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 |
Schedule of Aggregate Fair Values of Company's Liabilities for which Fair Value is Determined by Level 3 Inputs | 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 $ — |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill during the years ended December 31, 2021 and 2020 were as follows (in thousands): Plastic Surgery Balances as of December 31, 2019 $ 23,480 Accumulated impairment losses ( 14,278 ) Goodwill acquired — Balances as of December 31, 2020 $ 9,202 Goodwill acquired — Balances as of December 31, 2021 $ 9,202 |
Schedule of Other Intangible assets | The components of the Company’s other intangible assets consist of the following definite-lived and indefinite-lived assets (in thousands): Average Amortization December 31, 2021 Period Gross Carrying Accumulated Intangible (in years) Amount Amortization Assets, net Intangibles with definite lives Customer relationships 10 $ 4,940 $ ( 4,224 ) $ 716 Trade names - finite life 12 800 ( 389 ) 411 Manufacturing know-how 19 8,240 ( 1,652 ) 6,588 Developed technology 8 20,600 — 20,600 Total definite-lived intangible assets $ 37,043 $ ( 8,728 ) $ 28,315 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 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 |
Schedule of Estimated Amortization Expense | The following table summarizes the estimated amortization expense relating to the Company's intangible assets as of December 31, 2021 (in thousands): Amortization Period Expense 2022 $ 3,738 2023 3,667 2024 3,523 2025 3,380 2026 3,206 Thereafter 10,801 $ 28,315 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Expense | Components of lease expense were as follows: Year Ended December 31, Lease Cost Classification 2021 2020 2019 Operating lease cost Operating expenses $ 1,644 $ 1,698 $ 1,550 Operating lease cost Inventory 276 488 4,206 Sublease income Operating expenses ( 520 ) — — Total operating lease cost $ 1,400 $ 2,186 $ 5,756 Finance lease cost Amortization of right-of-use assets Operating expenses 35 41 41 Amortization of right-of-use assets Inventory 19 36 — Interest on lease liabilities Other income (expense), net 8 10 4 Total finance lease cost $ 62 $ 87 $ 45 Variable lease cost Inventory — — 10,568 Total lease cost $ 1,462 $ 2,273 $ 16,369 |
Supplemental Cash Flow Information Related to Operating and Finance Leases | Supplemental cash flow information related to operating and finance leases was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,716 $ 1,758 $ 5,419 Operating cash outflows from finance leases 69 85 44 Finance cash flows from finance leases $ — $ — $ — Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 965 $ 1,242 $ 8,667 Finance leases — 157 117 |
Supplemental Balance Sheet Information Related to Operating and Finance Leases | Supplemental balance sheet information related to operating and finance leases was as follows (in thousands, except lease term and discount rate): December 31, December 31, 2021 2020 Reported as: Other assets Operating lease right-of-use assets $ 6,488 $ 7,176 Finance lease right-of-use assets 77 158 Total right-of use assets $ 6,565 $ 7,334 Accrued and other current liabilities Operating lease liabilities $ 1,595 $ 1,504 Finance lease liabilities 71 84 Warranty reserve and other long-term liabilities Operating lease liabilities 5,576 5,946 Finance lease liabilities 28 77 Total lease liabilities $ 7,270 $ 7,611 Weighted average remaining lease term (years) Operating leases 4 5 Finance leases 2 2 Weighted average discount rate Operating leases 8.16 % 7.75 % Finance leases 6.90 % 6.15 % |
Maturities of Operating and Finance Lease Liabilities | As of December 31, 2021, maturities of the Company’s operating and finance lease liabilities are as follows (in thousands): Period Operating leases Finance leases Total 2022 $ 2,184 $ 63 $ 2,247 2023 2,269 38 2,307 2024 1,818 3 1,821 2025 898 — 898 2026 852 — 852 2027 586 — 586 Total lease payments $ 8,607 $ 104 $ 8,711 Less imputed interest 1,436 5 1,441 Total lease liabilities $ 7,171 $ 99 $ 7,270 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal and Exit Fee Payments for Outstanding Debt | The future schedule of principal and exit fee payments for all outstanding debt as of December 31, 2021 was as follows (in thousands): Fiscal Year 2022 $ — 2023 10,667 2024 5,333 2025 60,000 Total $ 76,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax | The provision for income tax consists of the following: Year Ended December 31, 2021 2020 2019 Federal $ 11 $ 12 $ 9 State 10 10 9 Foreign — 11 16 Total income tax (benefit) expense $ 21 $ 33 $ 34 |
Schedule of Reconciliation of Actual Income Tax Expense Obtained by Applying Statutory Federal Income Tax Rate | Actual income tax expense differs from that obtained by applying the statutory federal income tax rate of 21 % in 2021, 2020, and 2019, respectively, to income before income taxes as follows: (in thousands): Year Ended December 31, 2021 2020 2019 Tax at federal statutory rate $ ( 13,124 ) $ ( 18,882 ) $ ( 22,424 ) State, net of federal benefit ( 770 ) ( 2,372 ) ( 2,109 ) PPP loan forgiveness ( 1,397 ) — — Permanent items 606 2,282 857 Benefit state rate change ( 184 ) 20 337 Other 8,499 2,984 368 Goodwill impairment — — 1,602 Change in valuation allowance 6,391 16,001 21,403 $ 21 $ 33 $ 34 |
Schedule of Tax Effects of Temporary Differences and Carryforwards that Give Rise to Significant Portions of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): December 31, 2021 2020 Net operating loss carryforwards $ 122,570 $ 113,374 Research and development credits 2,121 2,121 Lease liabilities 1,798 1,861 Derivative liability — 6,495 Accruals and reserves 14,961 10,175 Intangibles 1,732 3,053 143,182 137,079 Less valuation allowance ( 137,700 ) ( 131,309 ) Total deferred tax assets $ 5,482 $ 5,770 Depreciation $ ( 717 ) $ ( 276 ) Convertible debt discount ( 2,800 ) ( 3,440 ) Right-of-use assets ( 1,624 ) ( 1,793 ) Intangibles - deferred tax liability ( 434 ) ( 333 ) Total deferred tax liabilities ( 5,575 ) ( 5,842 ) Net deferred taxes $ ( 93 ) $ ( 72 ) |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Ending balance at December 31, 2019 $ 1,116 Additions based on tax positions taken in the current year 10 Decreases based on tax positions taken in a prior year ( 507 ) Ending balance at December 31, 2020 619 Additions based on tax positions taken in the current year — Ending balance at December 31, 2021 $ 619 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of option activity | The following summarizes all option activity under the 2007 Plan, 2014 Plan and Inducement Plan: Weighted Weighted average remaining Option exercise contractual Shares price term (year) Balances at December 31, 2019 1,880,846 $ 7.42 5.48 Granted 600,000 3.58 Exercised ( 9,817 ) 2.89 Forfeited ( 511,528 ) 8.87 Balances at December 31, 2020 1,959,501 $ 4.79 5.92 Exercised ( 72,726 ) 3.99 Forfeited ( 182,812 ) 5.49 Balances at December 31, 2021 1,703,963 $ 4.75 5.41 Vested and expected to vest at December 31, 2021 1,703,963 Vested and exercisable at December 31, 2021 1,266,428 7.27 |
Summary of RSUs activity | Activity related to RSUs is set forth below: Weighted Number grant date of shares fair value Balances at December 31, 2019 2,232,956 $ 11.99 Granted 3,070,430 4.77 Vested ( 1,150,707 ) 10.06 Forfeited ( 1,058,889 ) 7.82 Balances at December 31, 2020 3,093,790 $ 6.97 Granted 1,636,969 7.06 Vested ( 1,452,893 ) 6.42 Forfeited ( 478,314 ) 2.31 Balances at December 31, 2021 2,799,552 $ 8.11 |
Stock Option | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Fair Value of Employee Stock Options Estimated Using Black-Scholes Option Valuation Model | The following table presents the weighted‑average assumptions used to estimate the fair value of options granted during the periods presented: Year Ended December 31, Stock Options 2021 2020 2019 Expected term (in years) — 6.50 — Expected volatility — 82.65 % — Risk-free interest rate — 0.27 % — Dividend yield — — — |
Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Fair Value of Employee Stock Options Estimated Using Black-Scholes Option Valuation Model | The following table presents the weighted-average assumptions used to estimate the fair value of the stock purchase rights granted under the employee stock purchase plan: Year Ended December 31, ESPP 2021 2020 2019 Expected term (in years) 0.50 to 2.00 0.50 to 2.00 0.50 to 2.00 Expected volatility 64 % to 101 % 68 % to 139 % 69 % to 77 % Risk-free interest rate 0.06 % to 0.20 % 0.14 % to 1.57 % 1.87 % to 2.06 % Dividend yield — — — |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Geographical Regions | The following table presents the net sales by geographical region for the periods presented (in thousands): December 31, 2021 2020 2019 United States $ 79,037 $ 53,284 $ 46,295 International 1,646 1,713 68 Total net sales $ 80,683 $ 54,997 $ 46,363 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | Feb. 08, 2021USD ($)$ / sharesshares | Jun. 07, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Segmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Sep. 28, 2021$ / shares |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of tangible long-lived assets | $ 0 | $ 0 | $ 0 | |||
Cash and cash equivalents | $ 51,772,000 | 54,967,000 | 87,608,000 | |||
Number of reportable segments | Segment | 1 | |||||
Goodwill impairment charge | $ 0 | 0 | 0 | |||
Goodwill recognized in asset acquisition | 9,202,000 | 9,202,000 | ||||
Indefinite-lived intangible assets impairment charges | 0 | 0 | 0 | |||
Replacement implants and revision surgery financial assistance under limited warranty program | 2,505,000 | $ 1,934,000 | $ 1,397,000 | |||
Series of Individually Immaterial Asset Acquisitions | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Goodwill recognized in asset acquisition | $ 0 | |||||
Silicone Gel Breast Implant Surgeries Occurring Prior to May 1, 2018 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Period to claim financial assistance under limited warranty program | 10 years | |||||
Silicone Gel Breast Implants Occurring on or after May 1, 2018 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Period to claim financial assistance under limited warranty program | 20 years | |||||
Common stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Proceeds from follow-on offering, net of costs (in shares) | shares | 6,222,222 | 37,000 | 20,000,000 | |||
Underwritten Follow-On Offering | Common stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Proceeds from follow-on offering, net of costs (in shares) | shares | 5,410,628 | 17,391,305 | ||||
Public offering price (in dollars per share) | $ / shares | $ 6.75 | $ 5.75 | ||||
Additional shares granted to underwriters | shares | 811,594 | 2,608,695 | ||||
Proceeds from the issuance of common stock, net of underwriting discounts, commissions and offering expenses | $ 39,200,000 | $ 107,700,000 | ||||
Payment of underwriting discounts and commissions and offering expenses | 2,500,000 | 6,900,000 | ||||
Offering expenses | $ 300,000 | $ 400,000 | ||||
Maximum | Silicone Gel Breast Implant Surgeries Occurring Prior to May 1, 2018 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Replacement implants and revision surgery financial assistance under limited warranty program | $ 3,600 | |||||
Maximum | Silicone Gel Breast Implants Occurring on or after May 1, 2018 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Replacement implants and revision surgery financial assistance under limited warranty program | $ 5,000 | |||||
Deerfield Facility Agreement | Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Public offering price (in dollars per share) | $ / shares | $ 1.50 | |||||
Deerfield Facility Agreement | Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Public offering price (in dollars per share) | $ / shares | $ 30 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Carrying Value and Fair Value of Convertible Note (Details) - Convertible Note - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Carrying Value | $ 47,477 | $ 44,436 |
Fair Value | $ 42,029 | $ 37,580 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (PPE and Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment | |||
Period for sales return | 6 months | ||
Revenue, practical expedient, incremental cost of obtaining contract | true | ||
Revenue, practical expedient, significant financing component | true | ||
Shipping and handling costs | $ 36,348 | $ 23,599 | $ 16,353 |
Breast Products | Sales and marketing expense | |||
Property, Plant and Equipment | |||
Shipping and handling costs | $ 5,500 | $ 2,900 | $ 1,900 |
Type of Cost, Good or Service [Extensible List] | us-gaap:ShippingAndHandlingMember | us-gaap:ShippingAndHandlingMember | us-gaap:ShippingAndHandlingMember |
Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life of asset | 3 years | ||
Percentage of largest amount of tax benefit of settled uncertain tax position | 50.00% | ||
Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life of asset | 15 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (PPE and Revenue) (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | Dec. 31, 2021 |
Summary Of Significant Accounting Policies [Line Items] | |
Performance obligation satisfying period | 30 days |
Product Replacement | |
Summary Of Significant Accounting Policies [Line Items] | |
Performance obligation satisfying period | 20 years |
Maximum | Financial Service | |
Summary Of Significant Accounting Policies [Line Items] | |
Performance obligation satisfying period | 24 months |
Minimum | Financial Service | |
Summary Of Significant Accounting Policies [Line Items] | |
Performance obligation satisfying period | 3 months |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Liability for Unsatisfied Performance Obligations Under Service Warranty (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Change in Contract with Customer, Liability [Abstract] | |
Balance as of December 31, 2020 | $ 1,945 |
Additions and adjustments | 1,863 |
Revenue recognized | (571) |
Balance as of December 31, 2021 | $ 3,237 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Rollforward of Sales Return Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition [Abstract] | ||
Beginning balance | $ 9,192 | $ 8,116 |
Addition to reserve for sales activity | 158,245 | 118,508 |
Actual returns | (152,773) | (117,407) |
Change in estimate of sales returns | (1,265) | (25) |
Ending balance | $ 13,399 | $ 9,192 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Loss from continuing operations | $ (62,519) | $ (67,112) | $ (58,087) |
Income (loss) from discontinued operations, net of income taxes | 37 | (22,835) | (48,731) |
Net loss | $ (62,482) | $ (89,947) | $ (106,818) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 57,057,107 | 50,233,175 | 40,654,272 |
Earnings Per Share, Basic and Diluted [Abstract] | |||
Continuing operations | $ (1.10) | $ (1.34) | $ (1.43) |
Discontinued operations | 0 | (0.45) | (1.20) |
Basic and diluted net loss per share | $ (1.10) | $ (1.79) | $ (2.63) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Potentially dilutive securities | |||
Potentially dilutive securities | 18,040,640 | 14,135,922 | 2,564,546 |
Stock issuable upon conversion of convertible note | |||
Potentially dilutive securities | |||
Potentially dilutive securities | 14,634,146 | 11,991,870 | |
Stock options to purchase common stock | |||
Potentially dilutive securities | |||
Potentially dilutive securities | 1,616,891 | 1,008,598 | 1,390,115 |
Unvested RSUs | |||
Potentially dilutive securities | |||
Potentially dilutive securities | 1,789,603 | 1,135,454 | 1,174,431 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Jun. 10, 2021 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Receivable | $ 33,105,000 | $ 33,105,000 | $ 19,771,000 | ||
Accounts payable | 7,402,000 | $ 7,402,000 | $ 5,799,000 | ||
Transition Services Agreement | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Post-closing services period | 6 months | ||||
TSA fees and cost reimbursements in operating expenses from continuing operations | $ 200,000 | ||||
Payments relating to the TSA services | 300,000 | ||||
Receivable relating to TSA services | 2,300,000 | ||||
Remittance relating to TSA services | 2,300,000 | ||||
Accounts payable | 0 | $ 0 | |||
Sublease Agreement | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sublease term initial period | 6 months | ||||
Additional sublease term | 6 months | ||||
First option period | 24 months | ||||
Subsequent option period | 24 months | ||||
Sublease Agreement | General and Administrative Expenses | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sublease income | $ 500,000 | ||||
Other Current Assets | Transition Services Agreement | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Receivable | $ 100,000 | $ 100,000 | |||
miraDry | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of assets | $ 10,000,000 | ||||
Net upfront cash proceeds | $ 11,300,000 | ||||
Loss on sale of businesses | $ 2,500,000 | ||||
Payment for post close changes in net asset value | $ 3,200,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Aggregate Carrying Amounts of Major Classes of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets of discontinued operations: | ||
Accounts receivable, net | $ 3,732 | |
Inventories, net | 9,480 | |
Prepaid expenses and other current assets | $ 4 | 263 |
Current assets of discontinued operations | 4 | 13,475 |
Property and equipment, net | 805 | |
Total assets of discontinued operations | 4 | 14,280 |
Liabilities of discontinued operations: | ||
Accounts payable | 6 | 704 |
Accrued and other current liabilities | 494 | 3,982 |
Total liabilities of discontinued operations | $ 500 | $ 4,686 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Information Regarding the Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operation, Income (Loss) from Discontinued Operation Disclosures [Abstract] | |||
Net sales | $ 9,347 | $ 16,244 | $ 37,337 |
Cost of goods sold | 4,805 | 8,703 | 16,659 |
Gross profit | 4,542 | 7,541 | 20,678 |
Operating expenses | 1,940 | 30,440 | 69,355 |
Income (loss) from operations of discontinued operations | 2,602 | (22,899) | (48,677) |
Other income (expense), net | (77) | 64 | (54) |
Income (loss) from discontinued operations before income taxes | 2,525 | (22,835) | (48,731) |
Loss on sale of discontinued operations before income taxes | (2,488) | ||
Total income (loss) from discontinued operations before income taxes | 37 | (22,835) | (48,731) |
Income (loss) from discontinued operations, net of income taxes | $ 37 | $ (22,835) | $ (48,731) |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Nov. 07, 2023 | Dec. 31, 2021 | Dec. 31, 2022 |
Vesta Intermediate Funding, Inc | Scenario Forecast | First Milestone Price Target | |||
Business Acquisition [Line Items] | |||
Number of days within which additional shares will be issued | 5 days | ||
Vesta Intermediate Funding, Inc | Scenario Forecast | Second Milestone Price Target | |||
Business Acquisition [Line Items] | |||
Number of days within which additional shares will be issued | 5 days | ||
AuraGen Aesthetics LLC | |||
Business Acquisition [Line Items] | |||
Asset purchase agreement date | Dec. 31, 2021 | ||
Payment to acquire business | $ 1,000,000 | ||
Fair value of deferred cash consideration | 2,400,000 | ||
Fair value of contingent consideration | $ 2,600,000 | ||
Fair value measurement discount rate | 20.00% | ||
Stock issued during period, shares | 3,930,655 | ||
AuraGen Aesthetics LLC | Maximum | |||
Business Acquisition [Line Items] | |||
Contingent consideration liability | $ 8,500,000 | ||
AuraGen Aesthetics LLC | Scenario Forecast | |||
Business Acquisition [Line Items] | |||
Contingent consideration liability | $ 3,000,000 |
Acquisitions - Schedule of Aggr
Acquisitions - Schedule of Aggregate Preliminary Acquisition Date Fair Value of Consideration Transferred (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Asset Acquisition [Line Items] | |
Cash payment made on closing date | $ 1,000 |
AuraGen Aesthetics LLC | |
Asset Acquisition [Line Items] | |
Cash payment made on closing date | 1,000 |
Direct transaction costs | 213 |
Equity issued on closing date | 14,426 |
Fair value of deferred cash consideration | 2,400 |
Fair value of contingent consideration | 2,615 |
Total purchase consideration | $ 20,654 |
Acquisitions - Schedule of Allo
Acquisitions - Schedule of Allocation of the Fair Value of the Consideration Transferred by Major Class (Details) - AuraGen Aesthetics LLC $ in Thousands | Dec. 31, 2021USD ($) |
Asset Acquisition [Line Items] | |
Inventories | $ 54 |
Developed technology | 20,600 |
Net assets acquired | $ 20,654 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Asset Acquired Estimated Useful Life and Amortization Method (Details) - Developed technology $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Asset Acquisition [Line Items] | |
Amount | $ 20,600 |
Estimated useful life | 8 years |
Amortization method | Straight line |
Balance Sheet Components (Inven
Balance Sheet Components (Inventories) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
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 |
Inventory, net | 52,914 | 39,168 |
Inventory held on consignment at doctors' offices, clinics, and hospitals | $ 8,000 | $ 5,700 |
Balance Sheet Components (PPE)
Balance Sheet Components (PPE) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 22,249,000 | $ 17,624,000 | |
Less accumulated depreciation | (8,251,000) | (5,323,000) | |
Property and equipment, net | 13,998,000 | 12,301,000 | |
Depreciation expense | 3,100,000 | 2,000,000 | $ 800,000 |
Impairments | 0 | 0 | $ 0 |
Leasehold improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 2,734,000 | 2,523,000 | |
Manufacturing equipment and tooling | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 9,922,000 | 8,529,000 | |
Computer equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 1,672,000 | 2,522,000 | |
Software | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 6,379,000 | 3,010,000 | |
Furniture and fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 1,542,000 | $ 1,040,000 |
Balance Sheet Components (Accru
Balance Sheet Components (Accrued liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued and other current liabilities | ||
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 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and Other Current Liabilities | Accrued and Other Current Liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and Other Current Liabilities | Accrued and Other Current Liabilities |
Other | $ 6,971 | $ 5,464 |
Total | $ 21,298 | $ 28,408 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of rollforward of the accrued warranties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | ||
Beginning Balance | $ 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 |
Ending Balance | $ 2,505 | $ 1,934 |
Balance Sheet Components (Acc_2
Balance Sheet Components (Accrued Warranties) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Product Warranty Liability [Line Items] | |||
Replacement implants and revision surgery financial assistance under limited warranty program | $ 2,505 | $ 1,934 | $ 1,397 |
Balance Sheet Components (Liabi
Balance Sheet Components (Liabilities measured at fair value) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Measurement Input, Discount Rate | BIOCORNEUM | Future Royalty Payments | |
Fair Value Measurements | |
Fair value measurement discount rate | 21.00% |
Monte-Carlo Simulation Model | Measurement Input, Volatility Rate | |
Fair Value Measurements | |
Fair value measurement, volatility rate | 95.00% |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements | ||
Fair value liability | $ 3,114 | $ 33,596 |
Contingent Consideration Liability | ||
Fair Value Measurements | ||
Fair value liability | 3,114 | 7,026 |
Derivative Liability | ||
Fair Value Measurements | ||
Fair value liability | 26,570 | |
Level 3 | ||
Fair Value Measurements | ||
Fair value liability | 3,114 | 33,596 |
Level 3 | Contingent Consideration Liability | ||
Fair Value Measurements | ||
Fair value liability | $ 3,114 | 7,026 |
Level 3 | Derivative Liability | ||
Fair Value Measurements | ||
Fair value liability | $ 26,570 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Aggregate Fair Values of Company's Liabilities for which Fair Value is Determined by Level 3 Inputs (Details) - Level 3 - Fair Value, Recurring $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Contingent Consideration Liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at beginning of the period | $ 7,026 |
Additions | 2,615 |
Change in fair value | 442 |
Settlements | 6,969 |
Balance at the end of the period | 3,114 |
Derivative Liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at beginning of the period | 26,570 |
Change in fair value | 14,460 |
Reclassification to equity | $ 41,030 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, net (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)ReportingUnit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Finite Lived Intangible Assets [Line Items] | |||
Number of reporting units | ReportingUnit | 1 | ||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 |
Other intangible assets | |||
Amortization expense | 1,200,000 | $ 1,300,000 | $ 900,000 |
Plastic Surgery | |||
Finite Lived Intangible Assets [Line Items] | |||
Goodwill impairment charge | 0 | ||
Non-cash impairment charges | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, net - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and intangible assets | |||
Goodwill | $ 9,202 | $ 9,202 | |
Plastic Surgery | |||
Goodwill and intangible assets | |||
Goodwill | $ 9,202 | 9,202 | $ 23,480 |
Accumulated impairment losses | $ (14,278) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, net - Components of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other intangible assets | ||
Gross Carrying Amount | $ 37,043 | $ 16,443 |
Accumulated Amortization | (8,728) | (7,506) |
Intangible Assets, net | 28,315 | 8,937 |
Indefinite-lived intangible assets | 450 | 450 |
Trade name | ||
Other intangible assets | ||
Indefinite-lived intangible assets | $ 450 | $ 450 |
Customer relationships | ||
Other intangible assets | ||
Average Amortization Period | 10 years | 10 years |
Gross Carrying Amount | $ 4,940 | $ 4,940 |
Accumulated Amortization | (4,224) | (3,856) |
Intangible Assets, net | $ 716 | $ 1,084 |
Trade Names - Finite Life | ||
Other intangible assets | ||
Average Amortization Period | 12 years | 12 years |
Gross Carrying Amount | $ 800 | $ 800 |
Accumulated Amortization | (389) | (322) |
Intangible Assets, net | $ 411 | $ 478 |
Manufacturing know-how | ||
Other intangible assets | ||
Average Amortization Period | 19 years | 19 years |
Gross Carrying Amount | $ 8,240 | $ 8,240 |
Accumulated Amortization | (1,652) | (865) |
Intangible Assets, net | $ 6,588 | $ 7,375 |
Developed technology | ||
Other intangible assets | ||
Average Amortization Period | 8 years | |
Gross Carrying Amount | $ 20,600 | |
Intangible Assets, net | $ 20,600 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, net - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Estimated amortization expense | |
2022 | $ 3,738 |
2023 | 3,667 |
2024 | 3,523 |
2025 | 3,380 |
2026 | 3,206 |
Thereafter | 10,801 |
Total amortization | $ 28,315 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Total operating lease cost | $ 1,400 | $ 2,186 | $ 5,756 |
Finance lease cost | |||
Total finance lease cost | 62 | 87 | 45 |
Total lease cost | 1,462 | 2,273 | 16,369 |
Inventory | |||
Lessee Lease Description [Line Items] | |||
Total operating lease cost | 276 | 488 | 4,206 |
Finance lease cost | |||
Amortization of right-of-use assets | 19 | 36 | |
Variable lease cost | 10,568 | ||
Operating Expenses | |||
Lessee Lease Description [Line Items] | |||
Total operating lease cost | 1,644 | 1,698 | 1,550 |
Sublease Income | (520) | ||
Finance lease cost | |||
Amortization of right-of-use assets | 35 | 41 | 41 |
Other Income (Expense), Net | |||
Finance lease cost | |||
Interest on lease liabilities | $ 8 | $ 10 | $ 4 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 1,716 | $ 1,758 | $ 5,419 |
Operating cash outflows from finance leases | 69 | 85 | 44 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | $ 965 | 1,242 | 8,667 |
Finance leases | $ 157 | $ 117 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease right-of-use assets | $ 6,488 | $ 7,176 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Finance lease right-of-use assets | $ 77 | $ 158 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Total right-of use assets | $ 6,565 | $ 7,334 |
Operating lease liabilities | $ 1,595 | $ 1,504 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and Other Current Liabilities | Accrued and Other Current Liabilities |
Finance lease liabilities | $ 71 | $ 84 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and Other Current Liabilities | Accrued and Other Current Liabilities |
Operating lease liabilities | $ 5,576 | $ 5,946 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Warranty Reserve and Other Long-term Liabilities | Warranty Reserve and Other Long-term Liabilities |
Finance lease liabilities | $ 28 | $ 77 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Warranty Reserve and Other Long-term Liabilities | Warranty Reserve and Other Long-term Liabilities |
Total lease liabilities | $ 7,270 | $ 7,611 |
Weighted average remaining lease term (years) | ||
Operating leases | 4 years | 5 years |
Finance leases | 2 years | 2 years |
Weighted average discount rate | ||
Operating leases | 8.16% | 7.75% |
Finance leases | 6.90% | 6.15% |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
Operating leases, 2022 | $ 2,184 | |
Operating leases, 2023 | 2,269 | |
Operating leases, 2024 | 1,818 | |
Operating leases, 2025 | 898 | |
Operating leases, 2026 | 852 | |
Operating leases, 2027 | 586 | |
Total operating lease payments | 8,607 | |
Less imputed interest, Operating leases | 1,436 | |
Total operating lease liabilities | 7,171 | |
Finance Lease Liabilities, Payments, Due [Abstract] | ||
Finance leases, 2022 | 63 | |
Finance leases, 2023 | 38 | |
Finance leases, 2024 | 3 | |
Total finance lease payments | 104 | |
Less imputed interest, Finance leases | 5 | |
Total finance lease liabilities | 99 | |
Lessee Lease Liability Payments Due [Abstract] | ||
2022 | 2,247 | |
2023 | 2,307 | |
2024 | 1,821 | |
2025 | 898 | |
2026 | 852 | |
2027 | 586 | |
Total lease payments | 8,711 | |
Less imputed interest | 1,441 | |
Total lease liabilities | $ 7,270 | $ 7,611 |
Debt (Details)
Debt (Details) | Feb. 05, 2021USD ($)Tranche | May 11, 2020USD ($) | Apr. 20, 2020USD ($) | Mar. 11, 2020USD ($)$ / shares | Nov. 07, 2019 | Jul. 01, 2019USD ($) | Jul. 25, 2017 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 01, 2022USD ($) | Sep. 28, 2021USD ($)$ / shares | Jul. 01, 2021USD ($) | Jul. 01, 2020 | May 10, 2020USD ($) |
Line Of Credit Facility [Line Items] | |||||||||||||||
Term loan credit and security agreement entered date | Jul. 25, 2017 | ||||||||||||||
Borrowing base of finished goods inventory (as a percent) | 40.00% | ||||||||||||||
Borrowing base availability from finished goods inventory (as a percent) | 20.00% | ||||||||||||||
Additional interest (as a percent) | 5.00% | ||||||||||||||
Amortization of debt issuance costs and discounts | $ 3,587,000 | $ 4,347,000 | $ 359,000 | ||||||||||||
Gain on extinguishment of PPP loan | $ 6,652,000 | ||||||||||||||
Paycheck Protection Program | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Debt maturity date | Apr. 20, 2022 | ||||||||||||||
Debt instrument interest rate | 1.00% | ||||||||||||||
Debt instrument principal | $ 6,700,000 | ||||||||||||||
Debt instrument, payment terms | Company made no payments until the date which forgiveness of the PPP Loan is determined, which can be up to 10 months following the end of the covered period (which is defined as 24 weeks from the date of the loan), or the Deferral Period. Commencing one month after the expiration of the Deferral Period, and continuing on the same day of each month until the Maturity Date, the Company would have paid to Lender monthly payments of principal and interest, in an amount required to fully amortize the principal amount outstanding on the PPP Loan on the last day of the Deferral Period by the Maturity Date. | ||||||||||||||
Gain on extinguishment of PPP loan | $ 6,700,000 | ||||||||||||||
Convertible Note | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Carrying Value | 47,477,000 | 44,436,000 | |||||||||||||
Term Loan Credit and Security Agreement and Revolving Loan Credit and Security Agreement | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Agreements amended and restated date | Jul. 1, 2019 | ||||||||||||||
Restated Term Loan Agreement | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Agreements amended date | Nov. 7, 2019 | ||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 15,000,000 | $ 35,000,000 | 10,000,000 | ||||||||||||
Debt maturity date | Jul. 1, 2024 | ||||||||||||||
Exit fee percentage to aggregate amount of all term loans funded | 5.00% | ||||||||||||||
Periodic commitment amount | $ 1,000,000 | $ 15,000,000 | |||||||||||||
Unfunded tranche revised number | Tranche | 2 | ||||||||||||||
Debt instrument amendment fee | $ 750,000 | ||||||||||||||
Loan amount outstanding | 16,000,000 | ||||||||||||||
Unamortized debt issuance costs | 1,000,000 | ||||||||||||||
Restated Term Loan Agreement | Tranche 4 | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Periodic commitment amount | $ 5,000,000 | ||||||||||||||
Restated Term Loan Agreement | Tranche 5 | Scenario Forecast | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Periodic commitment amount | $ 5,000,000 | ||||||||||||||
Restated Term Loan Agreement | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Spread on variable rate basis (as a percent) | 7.50% | ||||||||||||||
Additional Term Loan | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 5,000,000 | 15,000,000 | |||||||||||||
Minimum revenue required to satisfy additional term loan facility | $ 100,000,000 | ||||||||||||||
Term Amendment | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Prepaid principal amount | 25,000,000 | ||||||||||||||
Accrued interest prepaid | 100,000 | ||||||||||||||
Prepaid exit fee | 1,250,000 | ||||||||||||||
Minimum unrestricted cash amount | 5,000,000 | $ 20,000,000 | |||||||||||||
Term Amendment | Tranche 3 | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Minimum revenue required to satisfy additional term loan facility | 30,000,000 | ||||||||||||||
Periodic commitment amount | $ 15,000,000 | $ 10,000,000 | |||||||||||||
Revolving Loan | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Amount available under revolving loan | 0 | ||||||||||||||
Debt maturity date | Jul. 1, 2024 | ||||||||||||||
Loan amount outstanding | 2,200,000 | ||||||||||||||
Borrowing base of accounts receivable (as a percent) | 85.00% | ||||||||||||||
Revolving Loan | Maximum | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Loan amount outstanding | $ 10,000,000 | ||||||||||||||
Revolving Loan | Other Assets | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Unamortized debt issuance costs | 46,000 | ||||||||||||||
Revolving Loan | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Spread on variable rate basis (as a percent) | 4.50% | ||||||||||||||
Term Loan and Revolving Loan | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Amortization of debt issuance costs | $ 500,000 | 900,000 | $ 400,000 | ||||||||||||
Deerfield Facility Agreement | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Derivative liability fair value | $ 41,000,000 | ||||||||||||||
Deerfield Facility Agreement | Convertible Note | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Term loan credit and security agreement entered date | Mar. 11, 2020 | ||||||||||||||
Debt maturity date | Mar. 11, 2025 | ||||||||||||||
Carrying Value | $ 60,000,000 | ||||||||||||||
Debt instrument interest rate | 4.00% | 12.00% | 4.00% | ||||||||||||
Debt instrument conversion rate per principal amount | 14,634 | ||||||||||||||
Debt instrument principal amount per conversion unit | $ 1,000 | ||||||||||||||
Debt instrument conversion price | $ / shares | $ 4.10 | ||||||||||||||
Debt instrument principal | $ 60,000,000 | ||||||||||||||
Minimum percentage of number of shares of common stock owned by conversion of debt instrument | 4.985% | ||||||||||||||
Minimum percentage of change in ownership percentage entitling lender to demand repayment of all outstanding debt | 50.00% | ||||||||||||||
Debt instrument, call feature | Deerfield has the option to demand repayment of all outstanding principal, and any unpaid interest accrued thereon, in connection with a Major Transaction (as defined in the Convertible Note), which shall include, among others, any acquisition or other change of control of the Company; the sale or transfer of assets of the Company equal to more than 50% of the Enterprise Value (as defined in the Convertible Note) of the Company; a liquidation, bankruptcy or other dissolution of the Company; or if at any time shares of the Company’s common stock are not listed on an Eligible Market (as defined in the Convertible Note). The Convertible Note is subject to specified events of default, the occurrence of which would entitle Deerfield to immediately demand repayment of all outstanding principal and accrued interest on the Convertible Note. Such events of default include, among others, failure to make any payment under the Convertible Note when due, failure to observe or perform any covenant under the Deerfield Facility Agreement or the other transaction documents related thereto (subject to a standard cure period), the failure of the Company to be able to pay debts as they come due, the commencement of bankruptcy or insolvency proceedings against the Company, a material judgement levied against the Company and a material default by the Company under the Convertible Note. | ||||||||||||||
Unamortized debt discount and issuance costs | $ 12,500,000 | ||||||||||||||
Amortization of debt issuance costs and discounts | $ 3,000,000 | $ 2,200,000 | |||||||||||||
Deerfield Facility Agreement | Maximum | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Share price | $ / shares | $ 1.50 | ||||||||||||||
Deerfield Facility Agreement | Minimum | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Share price | $ / shares | $ 30 |
Debt (Schedule of Future Princi
Debt (Schedule of Future Principal and Exit Fee Payments of Outstanding Debt) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 10,667 |
2024 | 5,333 |
2025 | 60,000 |
Total | $ 76,000 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ 11 | $ 12 | $ 9 |
State | 10 | 10 | 9 |
Foreign | 11 | 16 | |
Income tax (benefit) expense | $ 21 | $ 33 | $ 34 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory federal income tax rate | |||
Statutory federal income tax rate (as a percent) | 21.00% | 21.00% | 21.00% |
Deferred tax assets: | |||
Valuation allowance against deferred tax assets | $ 137,700,000 | $ 131,309,000 | |
Tax Credit Carryforwards | |||
Unrecognized tax benefits | 619,000 | $ 619,000 | $ 1,116,000 |
Unrecognized Tax Benefits Penalties and Interest | |||
Interest expense or penalties related to unrecognized tax benefits | 0 | ||
Research and development | |||
Tax Credit Carryforwards | |||
Unrecognized tax benefits | 600,000 | ||
Federal | |||
Deferred tax assets: | |||
Net operating loss carryforwards | 483,100,000 | ||
Federal | Tax Year 2027 | |||
Deferred tax assets: | |||
Net operating loss carryforwards | $ 9,800,000 | ||
Net operating loss carryforwards, expiration year | 2027 | ||
Federal | Minimum | |||
Income Tax Uncertainties [Abstract] | |||
Tax years | 2018 | ||
Federal | Maximum | |||
Income Tax Uncertainties [Abstract] | |||
Tax years | 2020 | ||
Federal | Research and development | |||
Tax Credit Carryforwards | |||
Tax credit carryforwards | $ 30,000 | ||
Tax credit carryforwards, expiration year | 2029 | ||
State | |||
Deferred tax assets: | |||
Net operating loss carryforwards | $ 330,100,000 | ||
State | Tax Year 2017 | |||
Deferred tax assets: | |||
Net operating loss carryforwards | $ 8,300,000 | ||
Net operating loss carryforwards, expiration year | 2017 | ||
State | Minimum | |||
Income Tax Uncertainties [Abstract] | |||
Tax years | 2017 | ||
State | Maximum | |||
Income Tax Uncertainties [Abstract] | |||
Tax years | 2020 | ||
State | Research and development | |||
Tax Credit Carryforwards | |||
Tax credit carryforwards | $ 2,700,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Actual Income Tax Expense Obtained by Applying Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of actual income tax expense obtained by applying the statutory federal income tax rate | |||
Tax at federal statutory rate | $ (13,124) | $ (18,882) | $ (22,424) |
State, net of federal benefit | (770) | (2,372) | (2,109) |
PPP loan forgiveness | (1,397) | ||
Permanent items | 606 | 2,282 | 857 |
Benefit state rate change | (184) | 20 | 337 |
Other | 8,499 | 2,984 | 368 |
Goodwill impairment | 1,602 | ||
Change in valuation allowance | 6,391 | 16,001 | 21,403 |
Income tax (benefit) expense | $ 21 | $ 33 | $ 34 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Temporary Differences and Carryforwards that Give Rise to Significant Portions of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets and liabilities | ||
Net operating loss carryforwards | $ 122,570 | $ 113,374 |
Research and development credits | 2,121 | 2,121 |
Lease liabilities | 1,798 | 1,861 |
Derivative liability | 6,495 | |
Accruals and reserves | 14,961 | 10,175 |
Intangibles | 1,732 | 3,053 |
Gross deferred tax assets | 143,182 | 137,079 |
Less valuation allowance | (137,700) | (131,309) |
Total deferred tax assets | 5,482 | 5,770 |
Depreciation | (717) | (276) |
Convertible debt discount | (2,800) | (3,440) |
Right-of-use assets | (1,624) | (1,793) |
Intangibles - deferred tax liability | (434) | (333) |
Total deferred tax liabilities | (5,575) | (5,842) |
Net deferred taxes | $ (93) | $ (72) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ||
Balance at beginning of the period | $ 619 | $ 1,116 |
Additions based on tax positions taken in the current year | 0 | 10 |
Decreases based on tax positions taken in the prior year | (507) | |
Balance at end of the period | $ 619 | $ 619 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Company contribution (as a percent) | 3.00% | ||
Company contribution | $ 0.6 | $ 0.5 | $ 0.7 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stock other disclosures | ||
Common and preferred stock, shares authorized | 210,000,000 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity (Options)
Stockholders' Equity (Options) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 03, 2014 | Apr. 30, 2007 | |
Stock options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Balance at the end of the period (in shares) | 1,703,963 | 1,959,501 | 1,880,846 | ||
Number of options | |||||
Balance at the beginning of period (in shares) | 1,959,501 | 1,880,846 | |||
Options granted (in shares) | 0 | 600,000 | 0 | ||
Options exercised (in shares) | (72,726) | (9,817) | |||
Options forfeited (in shares) | (182,812) | (511,528) | |||
Balance at the end of the period (in shares) | 1,703,963 | 1,959,501 | 1,880,846 | ||
Number of options vested and expected to vest (in shares) | 1,703,963 | ||||
Number of options vested and exercisable (in shares) | 1,266,428 | ||||
Weighted average exercise price | |||||
Balance at the beginning of period (in dollars per share) | $ 4.79 | $ 7.42 | |||
Options granted (in dollars per share) | 3.58 | ||||
Options exercised (in dollars per share) | 3.99 | 2.89 | |||
Options forfeited (in dollars per share) | 5.49 | 8.87 | |||
Balance at the end of period (in dollars per share) | $ 4.75 | $ 4.79 | $ 7.42 | ||
Additional information | |||||
Weighted average remaining contractual term | 5 years 4 months 28 days | 5 years 11 months 1 day | 5 years 5 months 23 days | ||
Weighted average remaining contractual term, vested and exercisable | 7 years 3 months 7 days | ||||
Options granted (in shares) | 0 | 600,000 | 0 | ||
Weighted average grant date fair value (in dollars per share) | $ 3.58 | ||||
Stock-based compensation expense | $ 500,000 | $ 100,000 | $ 600,000 | ||
Number of years from the date of grant for tax benefits | 2 years | ||||
Number of years from the date of exercise for tax benefits | 1 year | ||||
Unrecognized compensation costs (in dollars) | $ 1,500,000 | ||||
Aggregate intrinsic value (in dollars) | $ 208,000 | $ 14,000 | $ 600,000 | ||
Stock Option | |||||
Assumptions used to estimate the fair value of stock options | |||||
Expected term (in years) | 6 years 6 months | ||||
Expected volatility | 82.65% | ||||
Risk-free interest rate | 0.27% | ||||
2007 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for issuance (in shares) | 1,690,448,000 | ||||
Balance at the end of the period (in shares) | 114,120,000 | ||||
Number of shares available for future grants | 0 | ||||
Number of options | |||||
Balance at the end of the period (in shares) | 114,120,000 | ||||
2014 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for issuance (in shares) | 8,717,856,000 | 1,027,500,000 | |||
Number of shares available for future grants | 2,190,272,000 | ||||
Inducement Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for future grants | 606,112,000 | ||||
Number of shares awarded | 1,983,411,000 | ||||
Grant period of stock awards | 10 years | ||||
Number of additional years of requisite service period | 3 years | ||||
Vesting period | 1 year | ||||
Inducement Plan | On the first anniversary | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Inducement Plan | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase price of awards expressed as a percentage of fair value of shares on the date of grant | 100.00% | ||||
Percentage of possible payouts of the target award | 0.00% | ||||
Inducement Plan | Minimum [Member] | Individual options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Inducement Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of possible payouts of the target award | 100.00% | ||||
2007 Plan and 2014 Plan | Stock options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Grant period of stock awards | 10 years | ||||
2007 Plan and 2014 Plan | Stock options | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase price of awards expressed as a percentage of fair value of shares on the date of grant | 100.00% | ||||
Percentage of voting power owned by shareholder | 10.00% | ||||
2007 Plan and 2014 Plan | Stock options | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase price of awards expressed as a percentage of fair value of shares on the date of grant | 110.00% |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock) (Details) - Restricted stock units - 2014 Plan - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity, other disclosures | |||
Requisite service period, annually | 3 years | ||
Granted | $ 7.06 | $ 4.77 | $ 8.02 |
Stock-based compensation expense | $ 9.3 | $ 7.5 | $ 11.2 |
Unrecognized compensation costs (in dollars) | $ 9.8 | ||
Weighted average period over which unrecognized compensation costs are expected to be recognized | 2 years 10 days | ||
Number of shares | |||
Balance at beginning of the period | 3,093,790 | 2,232,956 | |
Granted | 1,636,969 | 3,070,430 | |
Vested | (1,452,893) | (1,150,707) | |
Forfeited | (478,314) | (1,058,889) | |
Balance at end of the period | 2,799,552 | 3,093,790 | 2,232,956 |
Weighted average grant date fair value | |||
Balance at beginning of the period | $ 6.97 | $ 11.99 | |
Granted | 7.06 | 4.77 | $ 8.02 |
Vested | 6.42 | 10.06 | |
Forfeited | 2.31 | 7.82 | |
Balance at end of the period | $ 8.11 | $ 6.97 | $ 11.99 |
Stockholders' Equity (Stock Pur
Stockholders' Equity (Stock Purchase) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2014 | |
Employee Stock Purchase Plan | |||||
Assumptions used to estimate the fair value of stock options | |||||
Expected volatility, minimum (as a percent) | 64.00% | 68.00% | 69.00% | ||
Expected volatility, maximum (as a percent) | 101.00% | 139.00% | 77.00% | 42.00% | |
Risk-free interest rate, minimum (as a percent) | 0.06% | 0.14% | 1.87% | ||
Risk-free interest rate, maximum (as a percent) | 0.20% | 1.57% | 2.06% | 3.03% | |
Employee Stock Purchase Plan | Minimum | |||||
Assumptions used to estimate the fair value of stock options | |||||
Expected term (in years) | 6 months | 6 months | 6 months | ||
Employee Stock Purchase Plan | Maximum | |||||
Assumptions used to estimate the fair value of stock options | |||||
Expected term (in years) | 2 years | 2 years | 2 years | ||
2014 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase period of offering | 6 months | ||||
Rate of purchase price of stock on fair value (as a percent) | 85.00% | ||||
Number of shares reserved for future issuance | 2,252,652 | ||||
Rate of increase in the number of shares available for grant every year on outstanding common stock (as a percent) | 1.00% | ||||
Number of shares available for future grants | 1,253,615 | ||||
Purchases under the award | 199,071 | 203,728 | |||
Weighted Average purchase price | $ 3.38 | $ 4.11 | |||
Stock-based compensation expense | $ 600,000 | $ 600,000 | $ 800,000 | ||
Incremental compensation cost | $ 0 | $ 0 | $ 0 | ||
2014 Employee Stock Purchase Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Discount rate on the value of shares through payroll deductions (as a percent) | 15.00% | ||||
Expiration period of each offering | 27 months | ||||
Number of shares reserved for future issuance | 255,500 | ||||
Number of shares available for future grants | 3,000,000 |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Reporting and Geograp_4
Segment Reporting and Geographic Information - Summary of Net Sales by Geographical Regions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 80,683 | $ 54,997 | $ 46,363 |
North America | |||
Segment Reporting Information [Line Items] | |||
Net sales | 79,037 | 53,284 | 46,295 |
International | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,646 | $ 1,713 | $ 68 |
Subsequent Events (Details)
Subsequent Events (Details) - Additional Term Loan [Member] - USD ($) | Mar. 30, 2022 | Dec. 31, 2020 | Jul. 01, 2019 |
Subsequent Event [Line Items] | |||
Line of credit facility, remaining borrowing capacity | $ 15,000,000 | $ 5,000,000 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Increased prepayment fee | 0.50% | ||
Subsequent Event [Member] | Tranche Four [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit facility, remaining borrowing capacity | $ 5,000,000 | ||
Subsequent Event [Member] | Tranche Six [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit facility, remaining borrowing capacity | $ 9,000,000 |