Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 03, 2021
Cover [Abstract]
Entity Registrant Name	SIENTRA, INC.
Entity Central Index Key	0001551693
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		57,520,682
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Trading Symbol	SIEN
Title of 12(b) Security	Common Stock, par value $0.01 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Shell Company	false
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 Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 80,372	$ 54,967
Accounts receivable, net of allowances of $3,658 and $4,464 at March 31, 2021 and December 31, 2020, respectively	25,438	23,503
Inventories, net	50,556	48,648
Prepaid expenses and other current assets	2,803	2,154
Total current assets	159,169	129,272
Property and equipment, net	13,388	13,106
Goodwill	9,202	9,202
Other intangible assets, net	9,081	9,387
Other assets	7,573	8,011
Total assets	198,413	168,978
Current liabilities:
Current portion of long-term debt	5,820	4,670
Accounts payable	3,845	6,504
Accrued and other current liabilities	26,935	32,389
Customer deposits	21,956	17,905
Sales return liability	11,020	9,192
Total current liabilities	69,576	70,660
Long-term debt	60,540	60,500
Derivative liability	69,310	26,570
Deferred and contingent consideration	2,467	2,350
Warranty reserve and other long-term liabilities	9,461	9,455
Total liabilities	211,354	169,535
Commitments and contingencies (Note 11)
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 57,515,085 and 50,712,151 and outstanding 57,442,358 and 50,639,424 shares at March 31, 2021 and December 31, 2020, respectively	574	506
Additional paid-in capital	600,297	558,059
Treasury stock, at cost (72,727 shares at March 31, 2021 and December 31, 2020)	(260)	(260)
Accumulated deficit	(613,552)	(558,862)
Total stockholders’ equity (deficit)	(12,941)	(557)
Total liabilities and stockholders’ equity	$ 198,413	$ 168,978

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Accounts receivable, allowances (in dollars)	$ 3,658	$ 4,464
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	57,515,085	50,712,151
Common stock, shares outstanding	57,442,358	50,639,424
Treasury stock, shares	72,727	72,727

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net sales	$ 23,236,000	$ 16,932,000
Cost of goods sold	10,935,000	6,792,000
Gross profit	12,301,000	10,140,000
Operating expenses:
Sales and marketing	12,375,000	16,763,000
Research and development	2,392,000	2,908,000
General and administrative	7,354,000	9,304,000
Restructuring		1,739,000
Impairment		6,432,000
Total operating expenses	22,121,000	37,146,000
Loss from operations	(9,820,000)	(27,006,000)
Other income (expense), net:
Interest income	2,000	180,000
Interest expense	(2,004,000)	(1,623,000)
Change in fair value of derivative liability	(42,740,000)	(130,000)
Other income (expense), net	(128,000)	(33,000)
Total other income (expense), net	(44,870,000)	(1,606,000)
Loss before income taxes	(54,690,000)	(28,612,000)
Income tax	0	0
Net loss	$ (54,690,000)	$ (28,612,000)
Basic and diluted net loss per share attributable to common stockholders	$ (1.01)	$ (0.57)
Weighted average outstanding common shares used for net loss per share attributable to common stockholders:
Basic and diluted	54,321,146	49,916,412

Condensed Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Follow-on Offering	ATM	Common stock	Common stock Follow-on Offering	Common stock ATM	Treasury stock	Additional paid-in capital	Additional paid-in capital Follow-on Offering	Additional paid-in capital ATM	Accumulated deficit
Balance, beginning of year at Dec. 31, 2019	$ 81,882			$ 495			$ (260)	$ 550,562			$ (468,915)
Balance, beginning of year (in shares) at Dec. 31, 2019				49,612,907			72,727
Issuance of/proceeds from common stock			$ 264			$ 1				$ 263
Issuance of/proceeds from common stock (in shares)						37,000
Stock-based compensation	2,000							2,000
Employee stock purchase program (ESPP)	534			$ 1				533
Employee stock purchase program (ESPP) (in shares)				113,615
Vested restricted stock				$ 5				(5)
Vested restricted stock (in shares)				472,914
Shares withheld for tax obligations on vested RSUs	(1,201)			$ (2)				(1,199)
Shares withheld for tax obligations on vested RSUs, shares				(157,412)
Net loss	(28,612)										(28,612)
Balance, end of year at Mar. 31, 2020	54,867			$ 500			$ (260)	552,154			(497,527)
Balance, end of year (in shares) at Mar. 31, 2020				50,079,024			72,727
Balance, beginning of year at Dec. 31, 2020	(557)			$ 506			$ (260)	558,059			(558,862)
Balance, beginning of year (in shares) at Dec. 31, 2020				50,712,151			72,727
Issuance of/proceeds from common stock		$ 39,226			$ 62				$ 39,164
Issuance of/proceeds from common stock (in shares)					6,222,222
Stock-based compensation	3,163							3,163
Stock option exercises	51							51
Stock option exercises (in shares)				12,727
Employee stock purchase program (ESPP)	323			$ 1				322
Employee stock purchase program (ESPP) (in shares)				95,919
Vested restricted stock	758			$ 6				752
Vested restricted stock (in shares)				554,896
Shares withheld for tax obligations on vested RSUs	(1,215)			$ (1)				(1,214)
Shares withheld for tax obligations on vested RSUs, shares				(82,830)
Net loss	(54,690)										(54,690)
Balance, end of year at Mar. 31, 2021	$ (12,941)			$ 574			$ (260)	$ 600,297			$ (613,552)
Balance, end of year (in shares) at Mar. 31, 2021				57,515,085			72,727

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (54,690)	$ (28,612)
Adjustments to reconcile net loss to net cash used in operating activities
Impairment		6,432
Depreciation and amortization	1,384	1,228
Provision for doubtful accounts	(386)	357
Provision for warranties	332	236
Provision for inventory	26	1,081
Fair value adjustments to derivative liability	42,740	130
Fair value adjustments of other liabilities held at fair value	17	(39)
Amortization of debt discount and issuance costs	848	290
Stock-based compensation expense	3,163	2,133
Other non-cash adjustments	213	107
Changes in operating assets and liabilities:
Accounts receivable	(1,544)	1,766
Inventories	(1,933)	(3,720)
Prepaid expenses, other current assets and other assets	(268)	(587)
Accounts payable, accrueds, and other liabilities	(8,443)	(9,867)
Customer deposits	4,051	1,284
Sales return liability	1,823	592
Net cash used in operating activities	(12,667)	(27,189)
Cash flows from investing activities:
Purchase of property and equipment	(1,321)	(1,206)
Net cash used in investing activities	(1,321)	(1,206)
Cash flows from financing activities:
Proceeds from issuance of common stock for employee stock-based plans	1,132	534
Net proceeds from issuance of common stock	39,226	264
Tax payments related to shares withheld for vested restricted stock units (RSUs)	(1,215)	(1,201)
Gross borrowings under the Term Loan	1,000
Repayment of the Revolving Loan		(6,508)
Net proceeds from issuance of the Convertible Note		60,000
Deferred financing costs	(750)	(240)
Net cash provided by financing activities	39,393	52,849
Net increase in cash, cash equivalents and restricted cash	25,405	24,454
Cash, cash equivalents and restricted cash at:
Beginning of period	55,310	87,951
End of period	80,715	112,405
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents	80,372	112,062
Restricted cash included in other assets	$ 343	$ 343
Restricted Cash Noncurrent Asset Statement Of Financial Position Extensible List	us-gaap:OtherNoncurrentAssetsMember	us-gaap:OtherNoncurrentAssetsMember
End of period	$ 80,715	$ 112,405
Supplemental disclosure of cash flow information:
Interest paid	1,058	1,067
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment in accounts payable and accrued liabilities	400	222
Deferred follow-on offering costs in accounts payable and accrued liabilities	122
Deferred financing costs in accounts payable and accrued liabilities	$ 50	$ 1,275

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1.	Summary of Significant Accounting Policies

a.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Sientra, Inc. (“Sientra”, the “Company”, “we”, “our”, or “us”) in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and the rules and regulations of the U.S. Securities and Exchange Commission, or SEC. Accordingly, they do not include certain footnotes and financial presentations normally required under accounting principles generally accepted in the United States of America for complete financial reporting. The interim financial information is unaudited, but reflects all normal adjustments and accruals which are, in the opinion of management, considered necessary to provide a fair presentation for the interim periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 11, 2021, or the Annual Report. The results for the three months ended March 31, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period.

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 continue to decrease following the completion of the organizational efficiency initiative in 2020 and the sale of the miraDry business but 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 since 2012, 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.

Debt financing – recent developments

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 wholly-owned subsidiaries (together with Sientra, the “Borrowers”), 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 (Term Loan), dated as of July 1, 2019.

Also on February 5, 2021, the Company entered in to a Third Amendment to Amended and Restated Credit and Security Agreement (Revolving Loan), by and among the Borrowers, the lenders party thereto from time to time, and the Agent (the “Revolving Loan Amendment”). The Revolving Loan Amendment modified the Net Revenue (as defined therein) 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.

See Note 6 to the condensed consolidated financial statements for a full description of all of the Company’s long-term debt, revolving line of credit, convertible note, and PPP loan.

Equity financing – recent developments

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.

As of March 31, 2021, the Company had cash and cash equivalents of $80.4 million. The accompanying condensed 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.

Use of Estimates

The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

d.

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.

e.

Risks and Uncertainties

The rapid, global spread of COVID-19 has resulted in significant economic uncertainty, significant declines in business and consumer confidence and global demand in the non-essential healthcare industry (among others), a global economic slowdown, and could lead to a global recession. The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, and employee-related amounts, will depend on future developments that are highly uncertain. 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.

As an aesthetics company, surgical procedures involving the Company’s breast and miraDry products are susceptible to local and national government restrictions, such as social distancing, “shelter in place” orders and business closures, due to the economic and logistical impacts these measures have on consumer demand as well as the practitioners’ ability to administer such procedures. 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 three months ended March 31, 2021. While some 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 or the timing for a broad and sustained ability to perform non-emergency procedures involving the Company’s products.

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. In addition, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that this can lead to a local and/or global economic recession, which may result in further harm to the aesthetics market. Such economic disruption could adversely affect the Company’s business. 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, and current U.S./China trade relations may be further exacerbated by the pandemic.

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.

f.

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

Revenue

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue

2.

Revenue

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 for Breast Products and direct sales of consumable miraDry products and tend to be longer for capital sales of miraDry Systems and sales to miraDry distributors, but do not extend beyond one year.

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, BIOCORNEUM, miraDry Systems and bioTips, 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 liability for unsatisfied performance obligations under the service warranty as of March 31, 2021 were as follows:

	Three Months Ended March 31,
	2021
Balance as of December 31, 2020	$	2,618
Additions and adjustments		427
Revenue recognized		(373	)
Balance as of March 31, 2021	$	2,672

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. For Breast Products, a portion of the Company’s revenue is generated from the sale of consigned inventory of breast implants 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.

For miraDry, in addition to domestic and international direct sales, the Company leverages a distributor network for selling the miraDry System internationally. The Company recognizes revenue when control of the goods or services is transferred to the distributors. Standard terms in both direct sales agreements (domestic and international), and international distributor agreements do not allow for trial periods, right of return, refunds, payment contingent on obtaining financing or other terms that could impact the customer’s payment obligation.

Sales Return Liability

For Breast Products, 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):

	Three Months Ended March 31,
	2021			2020
Beginning balance	$	9,192		$	8,116
Addition to reserve for sales activity		36,386			28,538
Actual returns		(33,700	)		(28,074	)
Change in estimate of sales returns		(858	)		127
Ending balance	$	11,020		$	8,707

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2021

Financial Instruments Owned At Fair Value [Abstract]

Fair Value of Financial Instruments

3.	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 common stock warrant liability, 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 March 31, 2021, the carrying value of the long-term debt was not materially different from the fair value. As of March 31, 2021, the carrying value and fair value of the convertible note were as follows (in thousands):

	March 31, 2021
	Carrying Value		Fair Value
Convertible note	$	45,131	$	39,080

Balance Sheet Components

3 Months Ended

Mar. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

4.	Balance Sheet Components

a.

Inventories

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

	March 31,		December 31,
	2021		2020
Raw materials	$	5,985	$	7,138
Work in progress		8,454		12,303
Finished goods		32,184		25,791
Finished goods - right of return		3,933		3,416
	$	50,556	$	48,648

b.

Property and Equipment

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

	March 31,			December 31,
	2021			2020
Leasehold improvements	$	2,909		$	2,857
Manufacturing equipment and toolings		9,598			9,289
Computer equipment		3,013			2,776
Software		4,206			3,546
Office equipment		167			167
Furniture and fixtures		1,243			1,193
		21,136			19,828
Less accumulated depreciation		(7,748	)		(6,722	)
	$	13,388		$	13,106

Depreciation expense for the three months ended March 31, 2021 and 2020 was $1.1 million and $0.7 million, respectively.

c.

Goodwill and Other Intangible Assets, net

The Company has determined that it has two reporting units, Breast Products and miraDry, and evaluates goodwill for impairment at least annually on October 1^st and whenever circumstances suggest that goodwill may be impaired.

The changes in the carrying amount of goodwill during the three months ended March 31, 2021 and the year ended December 31, 2020 were as follows (in thousands):

	Breast Products			miraDry			Total
Balances as of December 31, 2020
Goodwill		23,480			7,629			31,109
Accumulated impairment losses		(14,278	)		(7,629	)		(21,907	)
Goodwill, net	$	9,202		$	—		$	9,202
Balances as of March 31, 2021
Goodwill		23,480			7,629			31,109
Accumulated impairment losses		(14,278	)		(7,629	)		(21,907	)
Goodwill, net	$	9,202		$	—		$	9,202

As of March 31, 2021, the Breast Products reporting unit had a negative carrying value.

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

	Average
	Amortization		March 31, 2021
	Period		Gross Carrying		Accumulated			Intangible
	(in years)		Amount		Amortization			Assets, net
Intangibles with definite lives
Customer relationships		10	$	4,940	$	(3,948	)	$	992
Trade names - finite life		12		800		(339	)		461
Non-compete agreement		2		80		(80	)		—
Regulatory approvals		1		670		(670	)		—
Acquired FDA non-gel product approval		11		1,713		(1,713	)		—
Manufacturing know-how		19		8,240		(1,062	)		7,178
Total definite-lived intangible assets			$	16,443	$	(7,812	)	$	8,631

Intangibles with indefinite lives
Trade names - indefinite life	—			450		—			450
Total indefinite-lived intangible assets			$	450	$	—		$	450

	Average
	Amortization		December 31, 2020
	Period		Gross Carrying		Accumulated			Intangible
	(in years)		Amount		Amortization			Assets, net
Intangibles with definite lives
Customer relationships		10	$	4,940	$	(3,856	)	$	1,084
Trade names - finite life		12		800		(322	)		478
Non-compete agreement		2		80		(80	)		—
Regulatory approvals		1		670		(670	)		—
Acquired FDA non-gel product approval		11		1,713		(1,713	)		—
Manufacturing know-how		19		8,240		(865	)		7,375
Total definite-lived intangible assets			$	16,443	$	(7,506	)	$	8,937

Intangibles with indefinite lives
Trade names - indefinite life	—			450		—			450
Total indefinite-lived intangible assets			$	450	$	—		$	450

Amortization expense for the three months ended March 31, 2021 and 2020 was $0.3 million and $0.6 million, respectively. The following table summarizes the estimated amortization expense relating to the Company's definite-lived intangible assets as of March 31, 2021 (in thousands):

	Amortization
Period	Expense
2021	$	916
2022		1,163
2023		1,092
2024		948
2025		805
Thereafter		3,707
	$	8,631

d.

Accrued and Other Current Liabilities

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

	March 31,		December 31,
	2021		2020
Payroll and related expenses	$	3,445	$	3,524
Accrued severance		389		2,900
Accrued commissions		3,924		5,561
Accrued manufacturing		278		225
Deferred and contingent consideration, current portion		10,163		10,146
Audit, consulting and legal fees		81		48
Accrued sales and marketing expenses		519		445
Lease liabilities		1,565		1,588
Other		6,571		7,952
	$	26,935	$	32,389

e.

Accrued warranties

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

	Three Months Ended March 31,
	2021			2020
Balance as of January 1	$	2,001		$	1,562
Warranty costs incurred during the period		(175	)		(185	)
Changes in accrual related to warranties issued during the period		326			242
Changes in accrual related to pre-existing warranties		6			(6	)
Balance as of March 31	$	2,158		$	1,613

As of March 31, 2021, $2.1 million is included in “Warranty reserve and other long-term liabilities”, and $0.1 million is included in “Accrued and other current liabilities”. As of March 31, 2020, $1.5 million is included in “Warranty reserve and other long-term liabilities”, and $0.1 million is included in “Accrued and other current liabilities”.

f.

Liabilities measured at fair value

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Common stock warrants

The Company’s common stock warrant liabilities are carried at fair value determined according to the fair value hierarchy described above. The Company has utilized an option pricing valuation model to determine the fair value of its outstanding common stock warrant liabilities. The inputs to the model include fair value of the common stock related to the warrant, exercise price of the warrant, expected term, expected volatility, risk-free interest rate and dividend yield. The warrants are valued using the fair value of common stock as of the measurement date. The Company estimates its expected stock volatility based on company-specific historical and implied volatility information of its stock. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. The Company has estimated a 0% dividend yield based on the expected dividend yield and the fact that the Company has never paid or declared dividends. As several significant inputs are not observable, the overall fair value measurement of the warrants is classified as Level 3.

Contingent consideration

The Company assessed the fair value of the contingent consideration for future royalty payments related to the acquisition of BIOCORNEUM and the contingent consideration for the future milestone payments related to the acquisition of miraDry using a Monte-Carlo simulation model. The contingent consideration related to the acquisition of BIOCORNEUM consist of royalty obligations based on future net sales for a defined term, beginning in 2024. The significant assumption utilized in the fair value measurement was the revenue discount rate, which was 21.0%. The contingent consideration for future milestone payments related to the acquisition of miraDry is based on the timing of achievement of target net sales, which is estimated based on an internal management forecast. The significant assumption utilized in the fair value measurement was the miraDry company discount rate, which was 11.2%. As these inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3.

Derivative liability

The Company assesses 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 bifurcated and recorded as a derivative liability on the condensed consolidated balance sheets with a corresponding discount at the date of issuance that is netted against the principal amount of the note. The Company utilizes a binomial lattice method to determine the fair value of the conversion feature, which utilizes 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 is classified as Level 3.

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands):

	Fair Value Measurements as of
	March 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Liability for common stock warrants	$	—	$	—	$	—	$	—
Liability for contingent consideration		—		—		7,044		7,044
Liability for derivative		—		—		69,310		69,310
	$	—	$	—	$	76,354	$	76,354

	Fair Value Measurements as of
	December 31, 2020 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Liability for common stock warrants	$	—	$	—	$	—	$	—
Liability for contingent consideration		—		—		7,026		7,026
Liability for derivative		—		—		26,570		26,570
	$	—	$	—	$	33,596	$	33,596

The following table provides a rollforward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs (in thousands):


	Contingent consideration liability		Derivative liability
Balance, December 31, 2020	$	7,026	$	26,570
Change in fair value		18		42,740
Balance, March 31, 2021	$	7,044	$	69,310

The liability for the current portion of contingent consideration is included in “Accrued and other current liabilities” and the long-term portion is included in “Deferred and contingent consideration” in the condensed consolidated balance sheets. The liability for the conversion feature related to the convertible note is included in “Derivative liability” in the condensed 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 condensed consolidated statement of operations and changes in the contingent consideration are recognized in “General and administrative” expense in the condensed consolidated statement of operations.

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

5.

Leases

Components of lease expense were as follows:

		Three Months Ended March 31,
Lease Cost	Classification	2021		2020
Operating lease cost	Operating expenses	$	428	$	413
Operating lease cost	Inventory		100		117
Total operating lease cost		$	528	$	530
Finance lease cost
Amortization of right-of-use assets	Operating expenses		10		10
Amortization of right-of-use assets	Inventory		12		4
Interest on lease liabilities	Other income (expense), net		2		2
Total finance lease cost		$	24	$	16
Total lease cost		$	552	$	546

Short-term lease expense for the three months ended March 31, 2021 and 2020 was not material.

Supplemental cash flow information related to operating and finance leases for the three months ended March 31, 2021 was as follows (in thousands):

	Three Months Ended March 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	418	$	487
Operating cash outflows from finance leases		24		14
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	1,105
Finance leases		—		60

Supplemental balance sheet information related to operating and finance leases was as follows (in thousands, except lease term and discount rate):

	March 31,			December 31,
	2021			2020
Reported as:
Other assets
Operating lease right-of-use assets	$	6,765		$	7,176
Finance lease right-of-use assets		137			158
Total right-of use assets	$	6,902		$	7,334
Accrued and other current liabilities
Operating lease liabilities	$	1,486		$	1,504
Finance lease liabilities		79			84
Warranty reserve and other long-term liabilities
Operating lease liabilities		5,578			5,946
Finance lease liabilities		65			77
Total lease liabilities	$	7,208		$	7,611
Weighted average remaining lease term (years)
Operating leases		5			5
Finance leases		2			2
Weighted average discount rate
Operating leases		7.78	%		7.75	%
Finance leases		6.10	%		6.15	%

As of March 31, 2021, maturities of the Company’s operating and finance lease liabilities are as follows (in thousands):

Period	Operating leases		Finance leases		Total
Remainder of 2021	$	1,570	$	67	$	1,637
2022		1,920		55		1,975
2023		1,968		30		1,998
2024		1,507		1		1,508
2025		579		—		579
2026 and thereafter		955		—		955
Total lease payments	$	8,499	$	153	$	8,652
Less imputed interest		1,435		9		1,444
Total lease liabilities	$	7,064	$	144	$	7,208

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

6.

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%. The Company will make 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 the 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 to 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.

As of March 31, 2021, there was $16.0 million of outstanding principal related to the term loans and $1.4 million of unamortized debt issuance costs which are included in “Long-term debt” on the condensed 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 included conforming changes to reflect the changes in the Term Amendment. In addition, the Revolving Amendment reduced the borrowing base by the portion of the eligible inventory previously included in the calculation.

Also on February 5, 2021, the Company entered into a Third Amendment to the 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.

As of March 31, 2021, there were no borrowings outstanding under the Revolving Loan. As of March 31, 2021, the unamortized debt issuance costs related to the revolving loan was approximately $0.1 million and was included in “Other assets” on the condensed consolidated balance sheets.

The amortization of debt issuance costs on the term loan and the revolving loan for the three months ended March 31, 2021 and 2020 were $0.2 million and $0.1 million, respectively, and was included in interest expense in the condensed 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. Beginning on July 1, 2020, the Company pays quarterly interest in cash on the Note at 4.00% per annum.

The conversion features in the outstanding convertible debt instrument are accounted for as a free-standing embedded derivative bifurcated from the principal balance of the Note, as (1) the conversion features are not clearly and closely related to the debt instrument and are 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 condensed consolidated statement of operations.

The initial embedded derivative liability of $16.1 million was recorded as a non-current liability on the condensed consolidated balance sheet and is remeasured to fair value at each balance sheet date with a resulting non-cash gain or loss related to the change in the fair value being charged to earnings (loss). As of March 31, 2021, the fair value of the derivative liability was $69.3 million. A corresponding debt discount to the initial embedded derivative liability of $16.1 million and issuance costs of $1.5 million were recorded on the issuance date and is netted against the principal amount of the Note. As of March 31, 2021, the unamortized debt discount and issuance costs were $14.9 million. 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 three months ended March 31, 2021 and 2020, the amortization of the convertible debt discount and issuance costs were $0.7 million and $0.2 million, respectively, and were included in interest expense in the condensed consolidated statements of operations.

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 matures on April 20, 2022, or the Maturity Date, and bears interest at a rate of 1.0% per annum. Under the terms of the PPP Loan, the Company will make 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 will pay 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. As of March 31, 2021, $5.8 million is recorded in “Current portion of long-term debt” and $0.8 million is recorded in “Long-term debt” on the Company’s condensed consolidated balance sheets.

All or a portion of the PPP Loan may be forgiven upon submission of documentation of expenditures in accordance with certain specified requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during the 24-week period beginning on the date of loan approval. Not more than 40% of the forgiven amount may be for non-payroll costs. The amount of the PPP Loan eligible to be forgiven will be reduced if the Company’s full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. The Company will be required to repay any portion of the outstanding principal that is not forgiven, along with accrued interest, in accordance with the amortization schedule described above. The Company has elected to account for the PPP loan in accordance with ASC 470 – Debt, and any forgiveness of the loan will be treated as a gain on extinguishment within the condensed consolidated statement of operations.

Future Principal Payments of Debt

The future schedule of principal payments for all outstanding debt as of March 31, 2021 was as follows (in thousands):

Fiscal Year
Remainder of 2021	$	3,326
2022		3,326
2023		10,105
2024		5,895
2025		60,000
Total	$	82,652

Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stockholders' Equity

7.	Stockholders’ 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 March 31, 2021 and December 31, 2020, the Company had no preferred stock issued or outstanding.

b.

Common Stock Warrants

On January 17, 2013, the Company entered into a Loan and Security Agreement, or the Original Term Loan Agreement, with Oxford Finance, LLC, or Oxford. On June 30, 2014, the Company entered into an Amended and Restated Loan and Security Agreement, or the Amended Term Loan Agreement, with Oxford. In connection with the Original Term Loan Agreement and the Amended Term Loan Agreement, the Company issued to Oxford (i) seven-year warrants in January 2013 to purchase shares of the Company’s common stock with a value equal to 3.0% of the tranche A, B and C term loans amounts, or the Original Warrants, and (ii) seven-year warrants in June 2014 to purchase shares of the Company’s common stock with a value equal to 2.5% of the tranche D term loan amount. The warrants have an exercise price per share of $14.671. The warrants within Tranche A expired on January 17, 2020, the warrants within Tranche B expired on August 1, 2020, and the warrants within Tranche C expired on December 13, 2020. As of March 31, 2021, there were warrants within Tranche D to purchase an aggregate of 17,040 shares of common stock outstanding.

c.

Stock Option Plans

In April 2007, the Company adopted the 2007 Equity Incentive Plan, or the 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 initially reserved for issuance under the 2007 Plan.

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 March 31, 2021, a total of 1,738,359 shares of the Company’s common stock were available for issuance under the 2014 Plan.

Pursuant to a board-approved Inducement Plan, the Company may issue NSOs and restricted stock unit awards, or collectively, stock awards, all of 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 March 31, 2021, inducement grants for 1,667,910 shares of common stock have been awarded, and 796,304 shares of common stock were available 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 not be 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
				average		remaining
	Option			exercise		contractual
	Shares			price		term (year)
Balances at December 31, 2020		1,959,501		$	4.79		5.92
Exercised		(12,727	)		3.99
Forfeited		(91,327	)		9.90
Balances at March 31, 2021		1,855,447		$	4.54		5.87

For stock-based awards the Company recognizes compensation expense based on the grant date fair value using the Black-Scholes option valuation model. Stock-based compensation expense related to stock options for the three months ended March 31, 2021 was $0.1 million. There was no stock-based compensation expense related to stock options for the three months ended March 31, 2020. As of March 31, 2021, unrecognized compensation costs related to stock options was $1.9 million.

d.

Restricted Stock Units

The Company has issued restricted stock unit awards, or RSUs, under the 2014 Plan and the Inducement Plan. The RSUs issued to employees generally vest on a straight-line basis annually over a 3-year requisite service period. RSUs issued to non-employees generally vest either monthly or annually over the service term. In 2020, the Company implemented a sell-to-cover program for employees who elect to sell shares to cover any withholding taxes due upon vesting. For employees who do not elect to sell shares to cover withholding taxes, the Company nets shares upon vesting and pays the withholding taxes directly.

Activity related to RSUs is set forth below:

				Weighted average
	Number			grant date
	of shares			fair value
Balances at December 31, 2020		3,093,790		$	6.97
Granted		1,199,518			7.39
Vested		(554,896	)		6.38
Forfeited		(176,337	)		4.34
Balances at March 31, 2021		3,562,075		$	7.33

Stock-based compensation expense for RSUs for the three months ended March 31, 2021 and 2020 was $2.9 million and $1.9 million, respectively. As of March 31, 2021, there was $15.6 million of total unrecognized compensation costs related to non-vested RSU awards. The cost is expected to be recognized over a weighted average period of approximately 2.23 years.

e.

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 for 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. 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 purchase date. A total of 255,500 shares of common stock were initially reserved for issuance under the ESPP, subject to certain annual increases.

During the three months ended March 31, 2021, employees purchased 95,919 shares of common stock at a weighted average price of $3.37 per share. As of March 31, 2021, the number of shares of common stock available for future issuance was 1,356,767.

The Company estimated the fair value of employee stock purchase rights using the Black-Scholes model. Stock-based compensation expense related to the ESPP was $0.1 million for both the three months ended March 31, 2021 and 2020.

f.

Significant Modifications

During the three months ended March 31, 2021 and 2020, there were no material modifications of equity awards.

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

8.	Net Loss Per Share

Basic net loss per share attributable to common stockholders is computed by dividing net loss by the weighted average number of common shares outstanding during each period. Diluted net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares and dilutive potential common share equivalents then outstanding, to the extent they are dilutive. Potential common shares consist of shares issuable upon the exercise of stock options and warrants (using the treasury stock method). Dilutive net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive.

	Three Months Ended March 31,
	2021			2020
Net loss (in thousands)	$	(54,690	)		$	(28,612	)
Weighted average common shares outstanding, basic and diluted		54,321,146				49,916,412
Net loss per share attributable to common stockholders	$	(1.01	)		$	(0.57	)

The Company excluded the following potentially dilutive securities, outstanding as of March 31, 2021 and 2020, from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2021 and 2020 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods.

	March 31,
	2021		2020
Stock options to purchase common stock		2,455,504		1,590,903
Warrants for the purchase of common stock		17,040		32,375
Equity contingent consideration		607,442		607,442
Stock issuable upon conversion of convertible note		16,175,862		19,733,352
		19,255,848		21,964,072

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 three months ended March 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.

Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

9.	Income Taxes

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. The Company had no tax expense for both the three months ended March 31, 2021 and 2020.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Segment Information

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segment Information

10.	Segment Information

Reportable Segments

The Company has two reportable segments: Breast Products and miraDry. The Breast Products segment focuses on sales of silicone gel breast implants, tissue expanders and scar management products under the brands OPUS, Luxe, Curve, AlloX2, Dermaspan, Softspan and BIOCORNEUM. The miraDry segment, acquired on July 25, 2017, focuses on sales of the miraDry System, consisting of a console and a handheld device which uses consumable single-use bioTips. These segments align with the Company’s principal target markets. miraDry has been included in the condensed consolidated results of operations as of the acquisition date and financial performance of the acquired business is reported in the miraDry segment. The Vesta Acquisition, completed on November 7, 2019, has been included in the condensed consolidated results of operations as of the acquisition date and financial performance of the acquired business is reported in the Breast Products segment.

The Company’s Chief Operating Decision Maker, or CODM, assesses the performance of each segment and allocates resources to those segments based on net sales and operating income (loss). Operating income (loss) by segment includes items that are directly attributable to each segment, including sales and marketing functions, as well as finance, information technology, human resources, legal and related corporate infrastructure costs, along with certain benefit-related expenses. There are no unallocated expenses for the two segments.

The following tables present the net sales, net operating loss and net assets by reportable segment for the periods presented (in thousands):

	Three Months Ended
	March 31,
	2021		2020
Net sales
Breast Products	$	18,312	$	12,471
miraDry		4,924		4,461
Total net sales	$	23,236	$	16,932

	Three Months Ended
	March 31,
	2021			2020
Profit (Loss) from operations
Breast Products	$	(11,550	)	$	(12,363	)
miraDry		1,730			(14,643	)
Total loss from operations	$	(9,820	)	$	(27,006	)

	March 31,		December 31,
	2021		2020
Assets
Breast Products	$	180,691	$	151,059
miraDry		17,722		17,919
Total assets	$	198,413	$	168,978

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

11.	Commitments and Contingencies

The Company is subject to claims and assessment 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. 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. Briefing on the motion is complete and oral argument is presently scheduled for July 2021. 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.

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

12.	Subsequent Events

Sale of the miraDry Business

On May 11, 2021, the Company and certain of its subsidiaries entered into an Asset Purchase Agreement (the “Purchase Agreement”) with miraDry Acquisition Company, Inc., a Delaware corporation (“Buyer”), and, solely for purposes of Section 8.14 of the Purchase Agreement, 1315 Capital II, LP, pursuant to which Buyer has agreed to acquire certain assets and rights, and assume certain liabilities, comprising the Company’s miraDry business (the “Business”) for a purchase price of $10,000,000 in cash, subject to certain adjustments (the “Asset Purchase”).

The Purchase Agreement includes 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 will enter into a transition services agreement to provide certain transition services related to the Business. The Asset Purchase is anticipated to close in the second quarter of 2021. The Company will report the results of the miraDry business as discontinued operations beginning in the second quarter of 2021 and expects to recognize a loss between $2.5 million and $3.5 million in the same period.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

a.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Sientra, Inc. (“Sientra”, the “Company”, “we”, “our”, or “us”) in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and the rules and regulations of the U.S. Securities and Exchange Commission, or SEC. Accordingly, they do not include certain footnotes and financial presentations normally required under accounting principles generally accepted in the United States of America for complete financial reporting. The interim financial information is unaudited, but reflects all normal adjustments and accruals which are, in the opinion of management, considered necessary to provide a fair presentation for the interim periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 11, 2021, or the Annual Report. The results for the three months ended March 31, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period.

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 continue to decrease following the completion of the organizational efficiency initiative in 2020 and the sale of the miraDry business but 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 since 2012, 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.

Debt financing – recent developments

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 wholly-owned subsidiaries (together with Sientra, the “Borrowers”), 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 (Term Loan), dated as of July 1, 2019.

Also on February 5, 2021, the Company entered in to a Third Amendment to Amended and Restated Credit and Security Agreement (Revolving Loan), by and among the Borrowers, the lenders party thereto from time to time, and the Agent (the “Revolving Loan Amendment”). The Revolving Loan Amendment modified the Net Revenue (as defined therein) 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.

See Note 6 to the condensed consolidated financial statements for a full description of all of the Company’s long-term debt, revolving line of credit, convertible note, and PPP loan.

Equity financing – recent developments

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.

As of March 31, 2021, the Company had cash and cash equivalents of $80.4 million. The accompanying condensed 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.

Use of Estimates

c.

Use of Estimates

The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

d.

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

e.

Risks and Uncertainties

The rapid, global spread of COVID-19 has resulted in significant economic uncertainty, significant declines in business and consumer confidence and global demand in the non-essential healthcare industry (among others), a global economic slowdown, and could lead to a global recession. The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, and employee-related amounts, will depend on future developments that are highly uncertain. 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.

As an aesthetics company, surgical procedures involving the Company’s breast and miraDry products are susceptible to local and national government restrictions, such as social distancing, “shelter in place” orders and business closures, due to the economic and logistical impacts these measures have on consumer demand as well as the practitioners’ ability to administer such procedures. 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 three months ended March 31, 2021. While some 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 or the timing for a broad and sustained ability to perform non-emergency procedures involving the Company’s products.

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. In addition, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that this can lead to a local and/or global economic recession, which may result in further harm to the aesthetics market. Such economic disruption could adversely affect the Company’s business. 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, and current U.S./China trade relations may be further exacerbated by the pandemic.

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

f.

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

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 for Breast Products and direct sales of consumable miraDry products and tend to be longer for capital sales of miraDry Systems and sales to miraDry distributors, but do not extend beyond one year.

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, BIOCORNEUM, miraDry Systems and bioTips, 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 liability for unsatisfied performance obligations under the service warranty as of March 31, 2021 were as follows:

	Three Months Ended March 31,
	2021
Balance as of December 31, 2020	$	2,618
Additions and adjustments		427
Revenue recognized		(373	)
Balance as of March 31, 2021	$	2,672

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. For Breast Products, a portion of the Company’s revenue is generated from the sale of consigned inventory of breast implants 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.

For miraDry, in addition to domestic and international direct sales, the Company leverages a distributor network for selling the miraDry System internationally. The Company recognizes revenue when control of the goods or services is transferred to the distributors. Standard terms in both direct sales agreements (domestic and international), and international distributor agreements do not allow for trial periods, right of return, refunds, payment contingent on obtaining financing or other terms that could impact the customer’s payment obligation.

Sales Return Liability

For Breast Products, 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):

	Three Months Ended March 31,
	2021			2020
Beginning balance	$	9,192		$	8,116
Addition to reserve for sales activity		36,386			28,538
Actual returns		(33,700	)		(28,074	)
Change in estimate of sales returns		(858	)		127
Ending balance	$	11,020		$	8,707

Revenue (Tables)

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Schedule of Liability for Unsatisfied Performance Obligations Under Service Warranty and Deliverables Under Certain Marketing Programs

The liability for unsatisfied performance obligations under the service warranty as of March 31, 2021 were as follows:

	Three Months Ended March 31,
	2021
Balance as of December 31, 2020	$	2,618
Additions and adjustments		427
Revenue recognized		(373	)
Balance as of March 31, 2021	$	2,672

Schedule of Rollforward of Sales Return Liability

The following table provides a rollforward of the sales return liability (in thousands):

	Three Months Ended March 31,
	2021			2020
Beginning balance	$	9,192		$	8,116
Addition to reserve for sales activity		36,386			28,538
Actual returns		(33,700	)		(28,074	)
Change in estimate of sales returns		(858	)		127
Ending balance	$	11,020		$	8,707

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2021

Financial Instruments Owned At Fair Value [Abstract]

Schedule of Carrying Value and Fair Value of Convertible Note

As of March 31, 2021, the carrying value and fair value of the convertible note were as follows (in thousands):

	March 31, 2021
	Carrying Value		Fair Value
Convertible note	$	45,131	$	39,080

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Schedule of inventories, net

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

	March 31,		December 31,
	2021		2020
Raw materials	$	5,985	$	7,138
Work in progress		8,454		12,303
Finished goods		32,184		25,791
Finished goods - right of return		3,933		3,416
	$	50,556	$	48,648

Schedule of property and equipment, net

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

	March 31,			December 31,
	2021			2020
Leasehold improvements	$	2,909		$	2,857
Manufacturing equipment and toolings		9,598			9,289
Computer equipment		3,013			2,776
Software		4,206			3,546
Office equipment		167			167
Furniture and fixtures		1,243			1,193
		21,136			19,828
Less accumulated depreciation		(7,748	)		(6,722	)
	$	13,388		$	13,106

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill during the three months ended March 31, 2021 and the year ended December 31, 2020 were as follows (in thousands):

	Breast Products			miraDry			Total
Balances as of December 31, 2020
Goodwill		23,480			7,629			31,109
Accumulated impairment losses		(14,278	)		(7,629	)		(21,907	)
Goodwill, net	$	9,202		$	—		$	9,202
Balances as of March 31, 2021
Goodwill		23,480			7,629			31,109
Accumulated impairment losses		(14,278	)		(7,629	)		(21,907	)
Goodwill, net	$	9,202		$	—		$	9,202

Schedule of Other Intangible assets

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

	Average
	Amortization		March 31, 2021
	Period		Gross Carrying		Accumulated			Intangible
	(in years)		Amount		Amortization			Assets, net
Intangibles with definite lives
Customer relationships		10	$	4,940	$	(3,948	)	$	992
Trade names - finite life		12		800		(339	)		461
Non-compete agreement		2		80		(80	)		—
Regulatory approvals		1		670		(670	)		—
Acquired FDA non-gel product approval		11		1,713		(1,713	)		—
Manufacturing know-how		19		8,240		(1,062	)		7,178
Total definite-lived intangible assets			$	16,443	$	(7,812	)	$	8,631

Intangibles with indefinite lives
Trade names - indefinite life	—			450		—			450
Total indefinite-lived intangible assets			$	450	$	—		$	450

	Average
	Amortization		December 31, 2020
	Period		Gross Carrying		Accumulated			Intangible
	(in years)		Amount		Amortization			Assets, net
Intangibles with definite lives
Customer relationships		10	$	4,940	$	(3,856	)	$	1,084
Trade names - finite life		12		800		(322	)		478
Non-compete agreement		2		80		(80	)		—
Regulatory approvals		1		670		(670	)		—
Acquired FDA non-gel product approval		11		1,713		(1,713	)		—
Manufacturing know-how		19		8,240		(865	)		7,375
Total definite-lived intangible assets			$	16,443	$	(7,506	)	$	8,937

Intangibles with indefinite lives
Trade names - indefinite life	—			450		—			450
Total indefinite-lived intangible assets			$	450	$	—		$	450

Schedule of Estimated Amortization Expense

The following table summarizes the estimated amortization expense relating to the Company's definite-lived intangible assets as of March 31, 2021 (in thousands):

	Amortization
Period	Expense
2021	$	916
2022		1,163
2023		1,092
2024		948
2025		805
Thereafter		3,707
	$	8,631

Schedule of accrued and other current liabilities

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

	March 31,		December 31,
	2021		2020
Payroll and related expenses	$	3,445	$	3,524
Accrued severance		389		2,900
Accrued commissions		3,924		5,561
Accrued manufacturing		278		225
Deferred and contingent consideration, current portion		10,163		10,146
Audit, consulting and legal fees		81		48
Accrued sales and marketing expenses		519		445
Lease liabilities		1,565		1,588
Other		6,571		7,952
	$	26,935	$	32,389

Schedule of rollforward of the accrued assurance-type warrantie

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

	Three Months Ended March 31,
	2021			2020
Balance as of January 1	$	2,001		$	1,562
Warranty costs incurred during the period		(175	)		(185	)
Changes in accrual related to warranties issued during the period		326			242
Changes in accrual related to pre-existing warranties		6			(6	)
Balance as of March 31	$	2,158		$	1,613

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 March 31, 2021 and December 31, 2020 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands):

	Fair Value Measurements as of
	March 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Liability for common stock warrants	$	—	$	—	$	—	$	—
Liability for contingent consideration		—		—		7,044		7,044
Liability for derivative		—		—		69,310		69,310
	$	—	$	—	$	76,354	$	76,354

	Fair Value Measurements as of
	December 31, 2020 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Liability for common stock warrants	$	—	$	—	$	—	$	—
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
Change in fair value		18		42,740
Balance, March 31, 2021	$	7,044	$	69,310

Leases (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Components of Lease Expense

Components of lease expense were as follows:

		Three Months Ended March 31,
Lease Cost	Classification	2021		2020
Operating lease cost	Operating expenses	$	428	$	413
Operating lease cost	Inventory		100		117
Total operating lease cost		$	528	$	530
Finance lease cost
Amortization of right-of-use assets	Operating expenses		10		10
Amortization of right-of-use assets	Inventory		12		4
Interest on lease liabilities	Other income (expense), net		2		2
Total finance lease cost		$	24	$	16
Total lease cost		$	552	$	546

Supplemental Cash Flow Information Related to Operating and Finance Leases

Supplemental cash flow information related to operating and finance leases for the three months ended March 31, 2021 was as follows (in thousands):

	Three Months Ended March 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	418	$	487
Operating cash outflows from finance leases		24		14
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	1,105
Finance leases		—		60

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):

	March 31,			December 31,
	2021			2020
Reported as:
Other assets
Operating lease right-of-use assets	$	6,765		$	7,176
Finance lease right-of-use assets		137			158
Total right-of use assets	$	6,902		$	7,334
Accrued and other current liabilities
Operating lease liabilities	$	1,486		$	1,504
Finance lease liabilities		79			84
Warranty reserve and other long-term liabilities
Operating lease liabilities		5,578			5,946
Finance lease liabilities		65			77
Total lease liabilities	$	7,208		$	7,611
Weighted average remaining lease term (years)
Operating leases		5			5
Finance leases		2			2
Weighted average discount rate
Operating leases		7.78	%		7.75	%
Finance leases		6.10	%		6.15	%

Maturities of Operating and Finance Lease Liabilities

As of March 31, 2021, maturities of the Company’s operating and finance lease liabilities are as follows (in thousands):

Period	Operating leases		Finance leases		Total
Remainder of 2021	$	1,570	$	67	$	1,637
2022		1,920		55		1,975
2023		1,968		30		1,998
2024		1,507		1		1,508
2025		579		—		579
2026 and thereafter		955		—		955
Total lease payments	$	8,499	$	153	$	8,652
Less imputed interest		1,435		9		1,444
Total lease liabilities	$	7,064	$	144	$	7,208

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Future Principal Payments for Outstanding Debt

The future schedule of principal payments for all outstanding debt as of March 31, 2021 was as follows (in thousands):

Fiscal Year
Remainder of 2021	$	3,326
2022		3,326
2023		10,105
2024		5,895
2025		60,000
Total	$	82,652

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of option activity

The following summarizes all option activity under the 2007 Plan, 2014 Plan and Inducement Plan:

				Weighted		Weighted average
				average		remaining
	Option			exercise		contractual
	Shares			price		term (year)
Balances at December 31, 2020		1,959,501		$	4.79		5.92
Exercised		(12,727	)		3.99
Forfeited		(91,327	)		9.90
Balances at March 31, 2021		1,855,447		$	4.54		5.87

Summary of RSUs activity

Activity related to RSUs is set forth below:

				Weighted average
	Number			grant date
	of shares			fair value
Balances at December 31, 2020		3,093,790		$	6.97
Granted		1,199,518			7.39
Vested		(554,896	)		6.38
Forfeited		(176,337	)		4.34
Balances at March 31, 2021		3,562,075		$	7.33

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of net loss per share, basic and diluted

	Three Months Ended March 31,
	2021			2020
Net loss (in thousands)	$	(54,690	)		$	(28,612	)
Weighted average common shares outstanding, basic and diluted		54,321,146				49,916,412
Net loss per share attributable to common stockholders	$	(1.01	)		$	(0.57	)

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 March 31, 2021 and 2020, from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2021 and 2020 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods.

	March 31,
	2021		2020
Stock options to purchase common stock		2,455,504		1,590,903
Warrants for the purchase of common stock		17,040		32,375
Equity contingent consideration		607,442		607,442
Stock issuable upon conversion of convertible note		16,175,862		19,733,352
		19,255,848		21,964,072

Segment Information (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Summary of Net Sales, Net Operating Loss and Net Assets by Reportable Segment

The following tables present the net sales, net operating loss and net assets by reportable segment for the periods presented (in thousands):

	Three Months Ended
	March 31,
	2021		2020
Net sales
Breast Products	$	18,312	$	12,471
miraDry		4,924		4,461
Total net sales	$	23,236	$	16,932

	Three Months Ended
	March 31,
	2021			2020
Profit (Loss) from operations
Breast Products	$	(11,550	)	$	(12,363	)
miraDry		1,730			(14,643	)
Total loss from operations	$	(9,820	)	$	(27,006	)

	March 31,		December 31,
	2021		2020
Assets
Breast Products	$	180,691	$	151,059
miraDry		17,722		17,919
Total assets	$	198,413	$	168,978

Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 08, 2021	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents		$ 80,372	$ 54,967	$ 112,062
Follow-on Offering \| Common stock
Summary Of Significant Accounting Policies [Line Items]
Issuance of/proceeds from common stock (in shares)	5,410,628	6,222,222
Public offering price (in dollars per share)	$ 6.75
Additional shares granted to underwriters	811,594
Proceeds from the issuance of common stock, net of underwriting discounts, commissions and offering expenses	$ 39,200
Payment of underwriting discounts and commissions and offering expenses	2,500
Offering expenses	$ 300

Revenue (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-04-01	Mar. 31, 2021
Product Replacement
Revenue From Contracts With Customers [Line Items]
Performance obligation satisfying period	20 years
Breast Products and Consumable miraDry products
Revenue From Contracts With Customers [Line Items]
Performance obligation satisfying period	30 days
Maximum \| Financial Assistance
Revenue From Contracts With Customers [Line Items]
Performance obligation satisfying period	24 months
Maximum \| MiraDry Systems
Revenue From Contracts With Customers [Line Items]
Performance obligation satisfying period	1 year
Minimum \| Financial Assistance
Revenue From Contracts With Customers [Line Items]
Performance obligation satisfying period	3 months

Revenue - Schedule of Liability for Unsatisfied Performance Obligations Under Service Warranty and Deliverables Under Certain Marketing Programs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Change In Contract With Customer Liability [Abstract]
Balance as of December 31, 2020	$ 2,618
Additions and adjustments	427
Revenue recognized	(373)
Balance as of March 31, 2021	$ 2,672

Revenue (Details)	3 Months Ended
Revenue (Details)	Mar. 31, 2021
Change In Contract With Customer Liability [Abstract]
Period for sales return	6 months

Revenue - Schedule of Rollforward of Sales Return Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue Recognition [Abstract]
Beginning balance	$ 9,192	$ 8,116
Addition to reserve for sales activity	36,386	28,538
Actual returns	(33,700)	(28,074)
Change in estimate of sales returns	(858)	127
Ending balance	$ 11,020	$ 8,707

Fair Value of Financial Instruments - Schedule of Carrying Value and Fair Value of Convertible Note (Details) - Convertible Note $ in Thousands	Mar. 31, 2021 USD ($)
Debt Instrument [Line Items]
Carrying Value	$ 45,131
Fair Value	$ 39,080

Balance Sheet Components (Inventories) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Raw materials	$ 5,985	$ 7,138
Work in progress	8,454	12,303
Finished goods	32,184	25,791
Finished goods - right of return	3,933	3,416
Inventory, net	$ 50,556	$ 48,648

Balance Sheet Components (PPE) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 21,136		$ 19,828
Less accumulated depreciation	(7,748)		(6,722)
Property and equipment, net	13,388		13,106
Depreciation expense	1,100	$ 700
Leasehold improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	2,909		2,857
Manufacturing equipment and toolings
Property Plant And Equipment [Line Items]
Property and equipment, gross	9,598		9,289
Computer equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	3,013		2,776
Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	4,206		3,546
Office equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	167		167
Furniture and fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 1,243		$ 1,193

Balance Sheet Components - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Goodwill and intangible assets
Goodwill	$ 31,109	$ 31,109
Accumulated impairment losses	(21,907)	(21,907)
Goodwill, net	9,202	9,202
Breast Products
Goodwill and intangible assets
Goodwill	23,480	23,480
Accumulated impairment losses	(14,278)	(14,278)
Goodwill, net	9,202	9,202
miraDry
Goodwill and intangible assets
Goodwill	7,629	7,629
Accumulated impairment losses	$ (7,629)	$ (7,629)

Balance Sheet Components - Components of Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Other intangible assets
Gross Carrying Amount	$ 16,443	$ 16,443
Accumulated Amortization	(7,812)	(7,506)
Intangible Assets, net	8,631	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	(3,948)	(3,856)
Intangible Assets, net	$ 992	$ 1,084
Trade name
Other intangible assets
Average Amortization Period	12 years	12 years
Gross Carrying Amount	$ 800	$ 800
Accumulated Amortization	(339)	(322)
Intangible Assets, net	$ 461	$ 478
Non-compete agreement
Other intangible assets
Average Amortization Period	2 years	2 years
Gross Carrying Amount	$ 80	$ 80
Accumulated Amortization	$ (80)	$ (80)
Regulatory approvals
Other intangible assets
Average Amortization Period	1 year	1 year
Gross Carrying Amount	$ 670	$ 670
Accumulated Amortization	$ (670)	$ (670)
Acquired FDA non-gel product approval
Other intangible assets
Average Amortization Period	11 years	11 years
Gross Carrying Amount	$ 1,713	$ 1,713
Accumulated Amortization	$ (1,713)	$ (1,713)
Manufacturing know-how
Other intangible assets
Average Amortization Period	19 years	19 years
Gross Carrying Amount	$ 8,240	$ 8,240
Accumulated Amortization	(1,062)	(865)
Intangible Assets, net	$ 7,178	$ 7,375

Balance Sheet Components (Goodwill and Other Intangible Assets) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Other intangible assets
Amortization expense	$ 0.3	$ 0.6

Balance Sheet Components - Schedule of Estimated Amortization Expense (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Estimated amortization expense
2021	$ 916
2022	1,163
2023	1,092
2024	948
2025	805
Thereafter	3,707
Total amortization	$ 8,631

Balance Sheet Components (Accrued liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accrued and other current liabilities
Payroll and related expenses	$ 3,445	$ 3,524
Accrued severance	389	2,900
Accrued commissions	3,924	5,561
Accrued manufacturing	278	225
Deferred and contingent consideration, current portion	10,163	10,146
Audit, consulting and legal fees	81	48
Accrued sales and marketing expenses	519	445
Lease liabilities	1,565	1,588
Other	6,571	7,952
Total	$ 26,935	$ 32,389
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

Balance Sheet Components - Schedule of rollforward of the accrued assurance-type warranties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Beginning Balance	$ 2,001	$ 1,562
Warranty costs incurred during the period	(175)	(185)
Changes in accrual related to warranties issued during the period	326	242
Changes in accrual related to pre-existing warranties	6	(6)
Ending Balance	$ 2,158	$ 1,613

Balance Sheet Components (Accrued Warranties) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Product Warranty Liability [Line Items]
Replacement implants and revision surgery financial assistance under limited warranty program	$ 2,158	$ 2,001	$ 1,613	$ 1,562
Warranty Reserve and Other Long-term Liabilities
Product Warranty Liability [Line Items]
Replacement implants and revision surgery financial assistance under limited warranty program	2,100		1,500
Accrued and Other Current Liabilities
Product Warranty Liability [Line Items]
Replacement implants and revision surgery financial assistance under limited warranty program	$ 100		$ 100

Balance Sheet Components (Liabilities measured at fair value) (Details)	3 Months Ended
	Mar. 31, 2021
Estimated Dividend Yield
Fair Value Measurements
Measurement input	0
Measurement Input, Discount Rate \| BIOCORNEUM \| Future Royalty Payments
Fair Value Measurements
Fair value measurement discount rate	21.00%
Measurement Input, Discount Rate \| miraDry \| Future Milestone Payments
Fair Value Measurements
Fair value measurement discount rate	11.20%

Balance Sheet Components - Schedule of Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurements
Fair value liability	$ 76,354	$ 33,596
Contingent Consideration Liability
Fair Value Measurements
Fair value liability	7,044	7,026
Derivative Liability
Fair Value Measurements
Fair value liability	69,310	26,570
Level 3
Fair Value Measurements
Fair value liability	76,354	33,596
Level 3 \| Contingent Consideration Liability
Fair Value Measurements
Fair value liability	7,044	7,026
Level 3 \| Derivative Liability
Fair Value Measurements
Fair value liability	$ 69,310	$ 26,570

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 - Recurring $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Contingent Consideration Liability
Fair Value Measurements
Balance at beginning of the period	$ 7,026
Change in fair value	18
Balance at the end of the period	7,044
Derivative Liability
Fair Value Measurements
Balance at beginning of the period	26,570
Change in fair value	42,740
Balance at the end of the period	$ 69,310

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Lessee Lease Description [Line Items]
Total operating lease cost	$ 528	$ 530
Finance lease cost
Total finance lease cost	24	16
Total lease cost	552	546
Inventory
Lessee Lease Description [Line Items]
Total operating lease cost	100	117
Finance lease cost
Amortization of right-of-use assets	12	4
Operating Expenses
Lessee Lease Description [Line Items]
Total operating lease cost	428	413
Finance lease cost
Amortization of right-of-use assets	10	10
Other Income (Expense), Net
Finance lease cost
Interest on lease liabilities	$ 2	$ 2

Leases - Supplemental Cash Flow Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 418	$ 487
Operating cash outflows from finance leases	$ 24	14
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		1,105
Finance leases		$ 60

Leases - Supplemental Balance Sheet Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Assets And Liabilities Lessee [Abstract]
Operating lease right-of-use assets	$ 6,765	$ 7,176
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other Assets	Other Assets
Finance lease right-of-use assets	$ 137	$ 158
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other Assets	Other Assets
Total right-of use assets	$ 6,902	$ 7,334
Operating lease liabilities	$ 1,486	$ 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	$ 79	$ 84
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued and Other Current Liabilities	Accrued and Other Current Liabilities
Operating lease liabilities	$ 5,578	$ 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	$ 65	$ 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	$ 7,208	$ 7,611
Weighted average remaining lease term (years)
Operating leases	5 years	5 years
Finance leases	2 years	2 years
Weighted average discount rate
Operating leases	7.78%	7.75%
Finance leases	6.10%	6.15%

Leases - Maturities of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Operating Lease Liabilities, Payments Due [Abstract]
Operating leases, Remainder of 2021	$ 1,570
Operating leases, 2022	1,920
Operating leases, 2023	1,968
Operating leases, 2024	1,507
Operating leases, 2025	579
Operating leases, 2026 and thereafter	955
Total operating lease payments	8,499
Less imputed interest, Operating leases	1,435
Total operating lease liabilities	7,064
Finance Lease Liabilities, Payments, Due [Abstract]
Finance leases, Remainder of 2021	67
Finance leases, 2022	55
Finance leases, 2023	30
Finance leases, 2024	1
Total finance lease payments	153
Less imputed interest, Finance leases	9
Total finance lease liabilities	144
Lessee Lease Liability Payments Due [Abstract]
Remainder of 2021	1,637
2022	1,975
2023	1,998
2024	1,508
2025	579
2026 and thereafter	955
Total lease payments	8,652
Less imputed interest	1,444
Total lease liabilities	$ 7,208	$ 7,611

Debt (Details)								3 Months Ended
Debt (Details)	Feb. 05, 2021 USD ($) Tranche	May 11, 2020 USD ($)	Apr. 20, 2020 USD ($)	Mar. 11, 2020 USD ($) $ / shares	Nov. 07, 2019	Jul. 01, 2019 USD ($)	Jul. 25, 2017	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Jul. 01, 2022 USD ($)	Jul. 01, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 01, 2020	May 10, 2020 USD ($)
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%
Fair value of derivative liability								$ 69,310,000				$ 26,570,000
Amortization of debt issuance costs and discounts								848,000	$ 290,000
Long-term debt								60,540,000				60,500,000
Current portion of long-term debt								$ 5,820,000				4,670,000
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 will make 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 will pay 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.
Salary amount which loan forgiven			$ 100,000
Convertible Note
Line Of Credit Facility [Line Items]
Carrying Value								$ 45,131,000
Maximum \| Paycheck Protection Program
Line Of Credit Facility [Line Items]
Percentage of forgiven amount for non-payroll costs			40.00%
Minimum \| Paycheck Protection Program
Line Of Credit Facility [Line Items]
Percentage of salary reduction			25.00%
Long-term Debt \| Paycheck Protection Program
Line Of Credit Facility [Line Items]
Long-term debt								5,800,000
Current portion of long-term debt								800,000
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. 01, 2019
Restated Term Loan Agreement
Line Of Credit Facility [Line Items]
Agreements amended date					Nov. 07, 2019
Line of credit facility, remaining borrowing capacity	$ 15,000,000					$ 35,000,000						10,000,000.0
Debt maturity date						Jul. 01, 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								16,000,000.0
Unamortized debt issuance costs								1,400,000
Restated Term Loan Agreement \| Tranche 4 \| Scenario Forecast
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						$ 15,000,000.0
Minimum revenue required to satisfy additional term loan facility						$ 100,000,000.0
Term Amendment
Line Of Credit Facility [Line Items]
Prepaid principal amount		25,000,000.0
Prepaid exit fee		1,250,000
Minimum unrestricted cash amount		5,000,000.0												$ 20,000,000.0
Accrued interest prepaid		100,000
Term Amendment \| Tranche 3
Line Of Credit Facility [Line Items]
Minimum revenue required to satisfy additional term loan facility		30,000,000.0
Periodic commitment amount		$ 15,000,000.0												$ 10,000,000.0
Revolving Loan
Line Of Credit Facility [Line Items]
Debt maturity date						Jul. 01, 2024
Loan amount outstanding								0
Borrowing base of accounts receivable (as a percent)						85.00%
Revolving Loan \| Maximum
Line Of Credit Facility [Line Items]
Loan amount outstanding						$ 10,000,000.0
Revolving Loan \| Other Assets
Line Of Credit Facility [Line Items]
Unamortized debt issuance costs								100,000
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								$ 200,000	100,000
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				$ 60,000,000.0
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				$ 60,000,000.0
Embedded derivative liability								$ 16,100,000
Fair value of derivative liability								69,300,000
Debt discount on initial embedded derivative liability				16,100,000
Debt issuance costs				$ 1,500,000
Unamortized debt discount and issuance costs								14,900,000
Amortization of debt issuance costs and discounts								$ 700,000	$ 200,000

Debt (Schedule of Future Principal Payments of Outstanding Debt) (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Debt Disclosure [Abstract]
Remainder of 2021	$ 3,326
2022	3,326
2023	10,105
2024	5,895
2025	60,000
Total	$ 82,652

Stockholders' Equity (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stock other disclosures
Common and preferred stock, shares authorized	210,000,000	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 (Warrants) (Details) - Oxford Finance, LLC - $ / shares		1 Months Ended
	Jan. 17, 2013	Jun. 30, 2014	Mar. 31, 2021
Common Stock Warrants
Exercise price (in dollars per share)	$ 14.671	$ 14.671
Tranche A, B and C loans
Common Stock Warrants
Warrant term	7 years
Percentage of term loan amounts	3.00%
Tranche D term loan
Common Stock Warrants
Warrant term		7 years
Percentage of term loan amounts		2.50%
Aggregate number of common shares to purchase			17,040

Stockholders' Equity (Options) (Details) - USD ($)	3 Months Ended		12 Months Ended
Stockholders' Equity (Options) (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Nov. 03, 2014	Apr. 30, 2007
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for future grants	1,356,767
Stock options
Number of options
Balance at the beginning of period (in shares)	1,959,501
Options exercised (in shares)	(12,727)
Options forfeited (in shares)	(91,327)
Balance at the end of the period (in shares)	1,855,447		1,959,501
Weighted average exercise price
Balance at the beginning of period (in dollars per share)	$ 4.79
Options exercised (in dollars per share)	3.99
Options forfeited (in dollars per share)	9.90
Balance at the end of period (in dollars per share)	$ 4.54		$ 4.79
Additional information
Weighted average remaining contractual term	5 years 10 months 13 days		5 years 11 months 1 day
Stock-based compensation expense	$ 100,000	$ 0
Unrecognized compensation costs (in dollars)	$ 1,900,000
2007 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock initially reserved for issuance (in shares)					1,690,448
2014 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock initially reserved for issuance (in shares)				1,027,500
Number of shares available for future grants	1,738,359
Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for future grants	796,304
Number of shares awarded	1,667,910
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
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 \| 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
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 (Restricted Stock) (Details) - Restricted stock units - 2014 Plan - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stockholders' Equity, other disclosures
Requisite service period, annually	3 years
Stock-based compensation expense	$ 2.9	$ 1.9
Unrecognized compensation costs (in dollars)	$ 15.6
Weighted average period over which unrecognized compensation costs are expected to be recognized	2 years 2 months 23 days
Number of shares
Balance at beginning of the period	3,093,790
Granted	1,199,518
Vested	(554,896)
Forfeited	(176,337)
Balance at end of the period	3,562,075
Weighted average grant date fair value
Balance at beginning of the period	$ 6.97
Granted	7.39
Vested	6.38
Forfeited	4.34
Balance at end of the period	$ 7.33

Stockholders' Equity (Stock Purchase) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Oct. 31, 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for future grants	1,356,767
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%
Purchases under the award	95,919
Weighted Average purchase price	$ 3.37
Stock-based compensation expense	$ 100,000
Incremental compensation cost	$ 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

Net Loss Per Share - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (54,690)	$ (28,612)
Weighted average common shares outstanding, basic and diluted	54,321,146	49,916,412
Net loss per share attributable to common stockholders	$ (1.01)	$ (0.57)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Potentially dilutive securities
Potentially dilutive securities	19,255,848	21,964,072
Stock options to purchase common stock
Potentially dilutive securities
Potentially dilutive securities	2,455,504	1,590,903
Warrants for the purchase of common stock
Potentially dilutive securities
Potentially dilutive securities	17,040	32,375
Equity contingent consideration
Potentially dilutive securities
Potentially dilutive securities	607,442	607,442
Stock issuable upon conversion of convertible note
Potentially dilutive securities
Potentially dilutive securities	16,175,862	19,733,352

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Tax expense	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Segment Information (Details)	3 Months Ended
Segment Information (Details)	Mar. 31, 2021 USD ($) Segment
Segment Reporting [Abstract]
Number of reportable segments \| Segment	2
Segments unallocated expenses \| $	$ 0

Segment Information - Summary of Net Sales and Net Operating Loss by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total net sales	$ 23,236	$ 16,932
Total loss from operations	(9,820)	(27,006)
Total assets	198,413		$ 168,978
Breast Products
Segment Reporting Information [Line Items]
Total net sales	18,312	12,471
Total loss from operations	(11,550)	(12,363)
Total assets	180,691		151,059
miraDry
Segment Reporting Information [Line Items]
Total net sales	4,924	4,461
Total loss from operations	1,730	$ (14,643)
Total assets	$ 17,722		$ 17,919

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Subsequent Events (Details) - miraDry - USD ($)		3 Months Ended
Subsequent Events (Details) - miraDry - USD ($)	May 11, 2021	Jun. 30, 2021
Scenario Forecast \| Minimum
Subsequent Event [Line Items]
Expected loss of discontinued operation		$ 2,500,000
Scenario Forecast \| Maximum
Subsequent Event [Line Items]
Expected loss of discontinued operation		$ 3,500,000
Subsequent Event
Subsequent Event [Line Items]
Proceeds from sale of assets	$ 10,000,000

- Definition

Amount before tax of income (loss) from a discontinued operation. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details