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Form 8-K Sientra, Inc. For: May 11

May 11, 2020 4:16 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 11, 2020

 

SIENTRA, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

001-36709

 

20-5551000

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

420 South Fairview Avenue, Suite 200

Santa Barbara, CA 93117

(Address of Principal Executive Offices and Zip Code)

Registrant’s Telephone Number, Including Area Code: (805) 562-3500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

SIEN

 

The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 


 

Item 2.02.

Results of Operations and Financial Condition.

On May 11, 2020, Sientra, Inc. (the “Company”) issued a press release announcing its financial condition and results of operations for the period ended March 31, 2020. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information under Item 2.02 of this Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, is being furnished, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

 

 

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 

 

 

SIENTRA, INC.

 

 

 

Dated: May 11, 2020

 

By:

/s/ Jeffrey Nugent

 

 

 

Jeffrey Nugent

 

 

 

Chairman and Chief Executive Officer

 

3

Exhibit 99.1

 

 

Sientra Reports First Quarter 2020 Financial Results

 

Strong Q1 Breast Products Performance Despite COVID-19 Headwinds

 

Strengthened Focus on Core Breast Products Business and High-Margin bioTip® Sales to Drive Profitability and Growth

 

 

Q1 2020 & Recent Highlights:

 

 

Q1 total net sales of $16.9 million, a 4% decrease year-over-year

 

 

Breast Products Q1 net sales of $12.5 million, growth of 28% year-over-year

 

 

miraDry Q1 net sales of $4.5 million, a 43% decrease year-over-year

 

 

Well-capitalized balance sheet and restructured debt provides enhanced flexibility for investment in future growth

 

 

Santa Barbara, CA – May 11, 2020 – Sientra, Inc. (NASDAQ: SIEN) (“Sientra” or the “Company”), a diversified medical aesthetics company, today announced its financial results for the first quarter ended March 31, 2020.

 

Jeff Nugent, Sientra’s Chairman and Chief Executive Officer, said, “Despite the challenging environment brought on by the COVID-19 pandemic, we were able maintain robust breast products sales throughout the quarter, with the impact of COVID-19 being felt most strongly in the final weeks.  Our miraDry segment, with its distinct geographical mix and heavy end-of-quarter capital sales category model, was more significantly impacted as the COVID-19 pandemic first began to be felt earlier in the quarter in the Asia Pacific region followed by the United States at the critical end of quarter period.”

 

”While moratoriums on elective procedures have continued to impact sales into the second quarter, Sientra remains open for business. We have continued to ship product and have enacted a field support strategy which leverages the flexible nature of our commercial infrastructure, our virtual capabilities, and our ability to quickly adapt to changing market conditions to assist our customers to accelerate individual practice recovery. We have also acted to best position Sientra for long term success by prioritizing our core breast products business, while refocusing our miraDry business on high-margin bioTip utilization.  These strategic decisions were made in addition to steps taken to carefully manage our operating expenses and our cash balance, ensuring that we are well-positioned as elective procedures begin to resume.”

 

Mr. Nugent continued, “I am also pleased to announce that we have reached agreement with certain of our lenders to restructure our existing debt facilities.  Under the agreement we will have paid down $25 million of our term loan, gained access to up to $30 million in term loans, and reduced our revenue and cash covenants. This new debt structure, combined with our other debt facilities and well-

 


capitalized balance sheet, provide us with enhanced latitude to invest in our business for continued growth.”

 

Mr. Nugent concluded, “Despite these uncertain times, I remain confident in Sientra’s ability to continue to drive significant market share gains in the breast products segment and to emerge in a position of increased strength. As an organization, Sientra has been committed to providing a unique portfolio of safe and effective products that help our medical professionals deliver life changing benefits to their patients around the world and despite these difficult times, we are unwavering in this commitment.”

 

 

First Quarter 2020 Financial Review

 

Total net sales for the first quarter 2020 were $16.9 million, a decrease of 4% compared to total net sales of $17.6 million for the same period in 2019.

 

Net sales for the Breast Products segment totaled $12.5 million in the first quarter 2020, a 28% increase compared to $9.8 million for the same period in 2019.

 

Net sales for the miraDry segment totaled $4.5 million in the first quarter 2020, a 43% decrease compared to $7.8 million for the same period in 2019.

 

Gross profit for the first quarter 2020 was $10.1 million, or 59.9% of sales, compared to gross profit of $11.1 million, or 63.1% of sales, for the same period in 2019.

 

Operating expenses for the first quarter 2020 were $37.1 million, compared to $36.9 million of operating expenses for the same period in 2019. Excluding a $6.4 million non-cash impairment of certain intangibles related to miraDry and restructuring charges totaling $1.7 million, operating expenses in the first quarter of 2020 decreased $8.0 million, or 22%, compared to the same period in 2019.

 

Net loss for the first quarter 2020 was ($28.6) million, or ($0.57) per share, compared to a net loss of ($26.5) million, or ($0.91) per share, for the same period in 2019.

 

On a non-GAAP basis, the Company reported an adjusted EBITDA loss of ($15.5) million for the first quarter 2020, compared to a loss of ($21.1) million for the same period in 2019.

 

Net cash and cash equivalents as of March 31, 2020 were $112 million, compared to $88 million as of December 31, 2019.

 

2020 Net Sales Outlook

 

Sientra withdrew its previously announced annual guidance for 2020 on April 7, 2020. Due to the uncertain scope and duration of the COVID-19 pandemic, and unknown timing of global recovery and economic normalization, the company remains unable to accurately estimate the impact on its operations and financial results.

 

 

 

 


Conference Call

 

Sientra will hold a conference call today, May 11, 2020 at 5:00 pm ET to discuss first quarter results. The dial-in numbers are 844-464-3933 for domestic callers and 765-507-2612 for international callers. The conference ID is 3594402. A live webcast of the conference call will be available on the Investor Relations section of the Company's website at www.sientra.com. The webcast will be archived on the website following the completion of the call.  

 

 

Use of Non-GAAP Financial Measures

 

Sientra has supplemented its US GAAP net income (loss) with a non-GAAP measure of Adjusted EBITDA. Management believes that this non-GAAP financial measure provides useful supplemental information to management and investors regarding the performance of the Company, facilitates a more meaningful comparison of results for current periods with previous operating results, and assists management in analyzing future trends, making strategic and business decisions and establishing internal budgets and forecasts. A reconciliation of non-GAAP Adjusted EBITDA to GAAP net income (loss), the most directly comparable GAAP measure, is provided in the schedule below.

 

There are limitations in using this non-GAAP financial measure because it is not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. This non-GAAP financial measure should not be considered in isolation or as a substitute for GAAP financial measures. Investors and potential investors should consider non-GAAP financial measures only in conjunction with Sientra’s financial statements prepared in accordance with GAAP and the reconciliations of the non-GAAP financial measure provided in the schedule below.

 

About Sientra

Headquartered in Santa Barbara, California, Sientra is a diversified global medical aesthetics company and a leading partner to aesthetic physicians. The Company offers a suite of products designed to make a difference in patients' lives by enhancing their body image, growing their self-esteem, and restoring their confidence. Sientra has developed a broad portfolio of products with technologically differentiated characteristics, supported by independent laboratory testing and strong clinical trial outcomes. The Company’s Breast Products Segment includes its OPUS® breast implants, the first fifth generation breast implants approved by the FDA for sale in the United States, its ground-breaking Allox2® breast tissue expander with patented dual-port and integral drain technology, and BIOCORNEUM® the #1 performing, preferred and recommended scar gel of plastic surgeons(*). The Company’s miraDry Segment, comprises its miraDry® system, which is approved for sale in over 40 international markets, and is the only non-surgical FDA-cleared device for the permanent reduction of underarm sweat, odor and hair of all colors.

 

Sientra uses its investor relations website to publish important information about the Company, including information that may be deemed material to investors. Financial and other information about Sientra is routinely posted and is accessible on the Company’s investor relations website at www.sientra.com.

 

(*) Data on file

 

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as


amended, based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are made only as of the date of this release. The words ‘‘believe,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘will,’’ ‘‘aim,’’ ‘‘estimate,’’ ‘‘continue, ‘‘anticipate,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘position,” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify estimates, projections and other forward-looking statements. Forward-looking statements may include information concerning the impact of the COVID-19 pandemic on the Company and its operations, the Company’s possible or assumed future results of operations, including descriptions of the Company’s revenues, profitability, outlook and overall business strategy. Such statements are subject to risks and uncertainties, including the scope and duration of the COVID-19 pandemic, the Company’s ability to recapture delayed procedures resulting from the COVID-19 pandemic, the positive reaction from plastic surgeons and their patients to Sientra’s Breast Products, the ability to meet consumer demand, the acceptance and growth of its miraDry segment, and the Company’s ability to manage its operating expenses and cash balance. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of Sientra’s public filings with the Securities and Exchange Commission. All statements other than statements of historical fact are forward-looking statements. The words ‘‘believe,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘will,’’ ‘‘aim,’’ ‘‘estimate,’’ ‘‘continue, ‘‘anticipate,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘position,” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify estimates, projections and other forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, and such estimates, projections and other forward-looking statements speak only as of the date they were made, and, except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

 

Contact

Investor Relations

805-679-8885

 

 

 



Sientra, Inc

 

Condensed Consolidated Statements of Operations

 

(In thousands, except per share and share amounts)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Net sales

 

$

16,932

 

 

$

17,552

 

Cost of goods sold

 

 

6,792

 

 

 

6,474

 

Gross profit

 

 

10,140

 

 

 

11,078

 

Operating expenses:

 

 

 

 

 

 

 

 

Sales and marketing

 

 

16,763

 

 

 

20,401

 

Research and development

 

 

2,908

 

 

 

3,054

 

General and administrative

 

 

9,304

 

 

 

13,474

 

Restructuring

 

 

1,739

 

 

 

 

Impairment

 

 

6,432

 

 

 

 

Total operating expenses

 

 

37,146

 

 

 

36,929

 

Loss from operations

 

 

(27,006

)

 

 

(25,851

)

Other income (expense), net:

 

 

 

 

 

 

 

 

Interest income

 

 

180

 

 

 

304

 

Interest expense

 

 

(1,623

)

 

 

(952

)

Other income (expense), net

 

 

(163

)

 

 

15

 

Total other income (expense), net

 

 

(1,606

)

 

 

(633

)

Loss before income taxes

 

 

(28,612

)

 

 

(26,484

)

Income tax

 

 

 

 

 

 

Net loss

 

$

(28,612

)

 

$

(26,484

)

Basic and diluted net loss per share attributable to

   common stockholders

 

$

(0.57

)

 

$

(0.91

)

Weighted average outstanding common shares used for

   net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

Basic and diluted

 

 

49,916,412

 

 

 

29,099,382

 

 



Sientra, Inc

 

Condensed Consolidated Balance Sheets

 

(In thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

112,062

 

 

$

87,608

 

Accounts receivable, net

 

 

25,425

 

 

 

27,548

 

Inventories, net

 

 

42,118

 

 

 

39,612

 

Prepaid expenses and other current assets

 

 

2,264

 

 

 

2,489

 

Total current assets

 

 

181,869

 

 

 

157,257

 

Property and equipment, net

 

 

12,344

 

 

 

12,314

 

Goodwill

 

 

9,202

 

 

 

9,202

 

Other intangible assets, net

 

 

10,383

 

 

 

17,390

 

Other assets

 

 

9,048

 

 

 

8,241

 

Total assets

 

$

222,846

 

 

$

204,404

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

25,000

 

 

$

6,508

 

Accounts payable

 

 

5,835

 

 

 

9,352

 

Accrued and other current liabilities

 

 

26,402

 

 

 

32,551

 

Customer deposits

 

 

15,227

 

 

 

13,943

 

Sales return liability

 

 

8,707

 

 

 

8,116

 

Total current liabilities

 

 

81,171

 

 

 

70,470

 

Long-term debt, net of current portion

 

 

55,918

 

 

 

38,248

 

Derivative liability

 

 

16,230

 

 

 

 

Deferred and contingent consideration

 

 

5,285

 

 

 

5,177

 

Warranty reserve and other long-term liabilities

 

 

9,375

 

 

 

8,627

 

Total liabilities

 

 

167,979

 

 

 

122,522

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

54,867

 

 

 

81,882

 

Total liabilities and stockholders’ equity

 

$

222,846

 

 

$

204,404

 

 



Sientra, Inc

 

Condensed Consolidated Statements of Cash Flows

 

(In thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(28,612

)

 

$

(26,484

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Impairment

 

 

6,432

 

 

 

 

Depreciation and amortization

 

 

1,228

 

 

 

831

 

Provision for doubtful accounts

 

 

357

 

 

 

342

 

Provision for warranties

 

 

236

 

 

 

273

 

Provision for inventory

 

 

1,081

 

 

 

289

 

Fair value adjustments of liabilities held at fair value

 

 

91

 

 

 

98

 

Stock-based compensation expense

 

 

2,133

 

 

 

3,700

 

Payments of contingent consideration liability in excess of acquisition-date fair value

 

 

 

 

 

(630

)

Other non-cash adjustments

 

 

397

 

 

 

56

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

1,766

 

 

 

(2,583

)

Inventories

 

 

(3,720

)

 

 

(3,373

)

Prepaid expenses, other current assets and other assets

 

 

(587

)

 

 

396

 

Accounts payable, accrueds, and other liabilities

 

 

(9,867

)

 

 

(75

)

Customer deposits

 

 

1,284

 

 

 

956

 

Sales return liability

 

 

592

 

 

 

1,968

 

Legal settlement payable

 

 

 

 

 

(410

)

Net cash used in operating activities

 

 

(27,189

)

 

 

(24,646

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(1,206

)

 

 

(610

)

Net cash used in investing activities

 

 

(1,206

)

 

 

(610

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from option exercises and employee stock purchase plan

 

 

534

 

 

 

789

 

Net proceeds from issuance of common stock

 

 

264

 

 

 

 

Tax payments related to shares withheld for vested restricted stock units (RSUs)

 

 

(1,201

)

 

 

(2,725

)

Gross borrowings under the Revolving Loan

 

 

 

 

 

4,183

 

Repayment of the Revolving Loan

 

 

(6,508

)

 

 

(1,565

)

Net proceeds from issuance of the Convertible Note

 

 

60,000

 

 

 

 

Payments of contingent consideration up to acquisition-date fair value

 

 

 

 

 

(370

)

Deferred financing costs

 

 

(240

)

 

 

 

Net cash provided by financing activities

 

 

52,849

 

 

 

312

 

Net increase in cash, cash equivalents and restricted cash

 

 

24,454

 

 

 

(24,944

)

Cash, cash equivalents and restricted cash at:

 

 

 

 

 

 

 

 

Beginning of period

 

 

87,951

 

 

 

87,242

 

End of period

 

$

112,405

 

 

$

62,298

 

 

 

 

 

 

 

 

 

 

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

112,062

 

 

$

61,955

 

Restricted cash included in other assets

 

 

343

 

 

 

343

 

Total cash, cash equivalents and restricted cash

 

$

112,405

 

 

$

62,298

 

 


Sientra, Inc.

 

Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

Dollars, in thousands

 

2020

 

 

2019

 

Net loss, as reported

 

$

(28,612

)

 

$

(26,484

)

Adjustments to net loss:

 

 

 

 

 

 

 

 

Interest (income) expense and other, net

 

 

1,606

 

 

 

633

 

Depreciation and amortization

 

 

1,228

 

 

 

831

 

Accretion in fair value adjustments to contingent consideration

 

 

 

 

 

185

 

Stock-based compensation

 

 

2,133

 

 

 

3,700

 

Restructuring

 

 

1,739

 

 

 

 

Impairment

 

 

6,432

 

 

 

 

Total adjustments to net loss

 

 

13,138

 

 

 

5,349

 

Adjusted EBITDA

 

$

(15,474

)

 

$

(21,135

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

As a Percentage of Revenue**

 

2020

 

 

2019

 

Net loss, as reported

 

 

(169.0

%)

 

 

(150.9

%)

Adjustments to net loss:

 

 

 

 

 

 

 

 

Interest (income) expense and other, net

 

 

9.5

%

 

 

3.6

%

Depreciation and amortization

 

 

7.3

%

 

 

4.7

%

Accretion in fair value adjustments to contingent consideration

 

 

0.0

%

 

 

1.1

%

Stock-based compensation

 

 

12.6

%

 

 

21.1

%

Restructuring

 

 

10.3

%

 

 

0.0

%

Impairment

 

 

38.0

%

 

 

0.0

%

Total adjustments to net loss

 

 

77.6

%

 

 

30.5

%

Adjusted EBITDA

 

 

(91.4

%)

 

 

(120.4

%)

 

 

 

 

 

 

 

 

 

** Adjustments may not add to the total figure due to rounding

 

 



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