SIENTRA, INC., 10-Q filed on 8/9/2016
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2016
Aug. 4, 2016
Document and Entity Information
 
 
Entity Registrant Name
Sientra, Inc. 
 
Entity Central Index Key
0001551693 
 
Document Type
10-Q 
 
Document Period End Date
Jun. 30, 2016 
 
Amendment Flag
false 
 
Current Fiscal Year End Date
--12-31 
 
Entity Current Reporting Status
Yes 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
18,134,497 
Document Fiscal Year Focus
2016 
 
Document Fiscal Period Focus
Q2 
 
Condensed Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 86,159 
$ 112,801 
Accounts receivable, net of allowances of $4,225 and $1,116 at June 30, 2016 and December 31, 2015, respectively
2,403 
4,249 
Inventories, net
18,906 
20,602 
Prepaid expenses and other current assets
1,958 
1,473 
Total current assets
109,426 
139,125 
Property and equipment, net
1,995 
1,404 
Goodwill
3,273 
 
Other intangible assets, net
3,796 
53 
Other assets
219 
223 
Total assets
118,709 
140,805 
Current liabilities:
 
 
Accounts payable
3,412 
4,069 
Accrued and other current liabilities
7,416 
6,959 
Customer deposits
6,958 
9,488 
Total current liabilities
17,786 
20,516 
Warranty reserve and other long-term liabilities
2,031 
1,418 
Total liabilities
19,817 
21,934 
Commitments and contingencies (Note 10)
   
   
Stockholders' equity:
 
 
Common stock, $0.01 par value — Authorized 200,000,000 shares; issued 18,151,148 and 18,066,143 and outstanding 18,078,421 and 17,993,416 shares at June 30, 2016 and December 31, 2015 respectively
181 
180 
Additional paid-in capital
296,377 
294,227 
Treasury stock, at cost (72,727 shares at June 30, 2016 and December 31, 2015)
(260)
(260)
Accumulated deficit
(197,406)
(175,276)
Total stockholders' equity
98,892 
118,871 
Total liabilities and stockholders' equity
$ 118,709 
$ 140,805 
Condensed Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Condensed Balance Sheets
 
 
Accounts receivable, allowances (in dollars)
$ 4,225 
$ 1,116 
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
Preferred stock, shares outstanding
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
18,151,148 
18,066,143 
Common stock, shares outstanding
18,078,421 
17,993,416 
Treasury stock, shares
72,727 
72,727 
Condensed Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Condensed Statements of Operations
 
 
 
 
Net sales
$ 6,244 
$ 14,206 
$ 7,715 
$ 26,640 
Cost of goods sold
1,745 
3,937 
2,506 
7,174 
Gross profit
4,499 
10,269 
5,209 
19,466 
Operating expenses:
 
 
 
 
Sales and marketing
6,287 
6,951 
11,396 
13,805 
Research and development
3,062 
1,497 
5,317 
2,753 
General and administrative
5,357 
3,943 
10,642 
7,664 
Total operating expenses
14,706 
12,391 
27,355 
24,222 
Loss from operations
(10,207)
(2,122)
(22,146)
(4,756)
Other income (expense), net:
 
 
 
 
Interest income
16 
31 
Interest expense
(12)
(671)
(13)
(1,339)
Other income (expense), net
10 
(206)
(2)
(288)
Total other income (expense), net
14 
(870)
16 
(1,620)
Loss before income taxes
(10,193)
(2,992)
(22,130)
(6,376)
Net loss
$ (10,193)
$ (2,992)
$ (22,130)
$ (6,376)
Basic and diluted net loss per share attributable to common stockholders (in dollars per share)
$ (0.56)
$ (0.20)
$ (1.23)
$ (0.43)
Weighted average outstanding common shares used for net loss per share attributable to common stockholders:
 
 
 
 
Basic and diluted (in shares)
18,075,010 
14,931,931 
18,062,803 
14,927,558 
Condensed Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Cash flows from operating activities:
 
 
Net loss
$ (22,130)
$ (6,376)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
Depreciation and amortization
425 
153 
Provision for doubtful accounts
331 
Provision for warranties
74 
286 
Provision for inventory
391 
55 
Change in fair value of warrants
288 
Non-cash interest expense
12 
288 
Stock-based compensation expense
1,664 
1,082 
Loss on disposal of property and equipment
122 
 
Changes in assets and liabilities:
 
 
Accounts receivable
1,514 
(1,742)
Prepaid expenses, other current assets and other assets
(574)
(657)
Inventories
1,406 
305 
Accounts payable
(635)
(520)
Accrued and other liabilities
428 
670 
Customer deposits
(2,530)
(416)
Net cash used in operating activities
(19,496)
(6,580)
Cash flows from investing activities:
 
 
Purchase of property and equipment
(874)
(511)
Business acquisition
(6,759)
 
Net cash used in investing activities
(7,633)
(511)
Cash flows from financing activities:
 
 
Proceeds from exercise of stock options
57 
92 
Proceeds from issuance of common stock under ESPP
430 
 
Deferred equity issuance costs, IPO
 
(71)
Net cash provided by financing activities
487 
21 
Net decrease in cash and cash equivalents
(26,642)
(7,070)
Cash and cash equivalents at:
 
 
Beginning of period
112,801 
96,729 
End of period
86,159 
89,659 
Supplemental disclosure of cash flow information:
 
 
Interest paid
 
1,051 
Supplemental disclosure of non-cash investing and financing activities:
 
 
Property and equipment in accounts payable
 
85 
Acquisition of business, deferred and contingent consideration obligations at fair value
$ 550 
 
Formation and Business of the Company
Formation and Business of the Company

SIENTRA, INC.

Notes to the Condensed Financial Statements

(In thousands, except per share and share amounts)

(Unaudited)

 

1. Formation and Business of the Company

 

a.Formation

 

Sientra, Inc., or the Company, was incorporated in the State of Delaware on August 29, 2003 under the name Juliet Medical, Inc. and subsequently changed its name to Sientra, Inc. in April 2007. The Company acquired substantially all the assets of Silimed, Inc., on April 4, 2007. The purpose of the acquisition was to acquire the rights to the silicone breast implant clinical trials, related product specifications and premarket approval, or PMA, assets. Following this acquisition, the Company focused on completing the clinical trials to gain Food and Drug Administration, or FDA, approval to offer its silicone gel breast implants in the United States.

In March 2012, Sientra announced it had received approval from the FDA for its portfolio of silicone gel breast implants, and in the second quarter of 2012 the Company began commercialization efforts to sell its products in the United States. The Company, based in Santa Barbara, California, is a medical aesthetics company that focuses on serving board-certified plastic surgeons and offers a portfolio of silicone shaped and round breast implants, scar management, tissue expanders, and body contouring products.

b.    Follow-On Offering

 

On September 23, 2015, the Company closed a follow-on public offering, whereby it sold 3,000,000 shares of its common stock, at a price to the public of $22.00 per share. The Company received net proceeds from the follow-on offering of approximately $61,397 after deducting underwriting discounts and commissions of $3,960 and offering expenses of approximately $643.

 

c.    Regulatory Inquiries Regarding Products Manufactured by Silimed

 

There have been recent regulatory inquiries related to medical devices manufactured by Silimed Industria de Implantes Ltda. (formerly, Silimed-Silicone e Instrumental Medico-Cirugio e Hospitalar Ltda.), or Silimed, the Company’s sole source contract manufacturer for its silicone gel breast implants, tissue expanders and certain other products.

On September 23, 2015, the Medicines and Healthcare Products Regulatory Agency, or MHRA, an executive agency of the United Kingdom, or U.K., issued a press release announcing the suspension of sales and implanting in the U.K. of all medical devices manufactured by Silimed following the suspension of the CE certificate of these products issued by TUV SUD, Silimed’s notified body under European Union, or EU, regulation. The suspension of Silimed’s CE certificate by TUV SUD followed TUV SUD’s inspection at Silimed’s manufacturing facilities in Brazil, relating to surface particles on Silimed breast products. Breast implants have stringent standards for manufacturing and robust quality systems, but there is no specific or defined standard for surface particles on breast implants. MHRA noted that no risks to patient health have been identified in connection with implanting Silimed products, and, accordingly, there is no need to adopt any procedure or action for those patients who have received them.

On October 2, 2015, the Brazilian regulatory agency ANVISA and the Department of the Secretary of State of the State of Rio de Janeiro announced that as a precautionary measure, they temporarily suspended the manufacturing and shipment of all medical devices made by Silimed, including products manufactured for Sientra, while they continue to review the technical compliance related to Good Manufacturing Practices, or GMP, of Silimed’s manufacturing facility. ANVISA reiterated that no risks to patient health have been identified in connection with implanting Silimed products, and, accordingly, there is no need to adopt any procedure or action for those patients who have received them. Furthermore, ANVISA also indicated that, based on its contact to date with foreign regulatory authorities, there have been no reports of adverse events related to the use of Silimed products.

On October 9, 2015, the Company voluntarily placed a hold on the sale of all Sientra devices manufactured by Silimed and recommended that plastic surgeons discontinue implanting the devices until further notice.  The Company had ongoing discussions with the FDA regarding European and Brazilian regulatory inquiries into Silimed products, and the Company conducted its own review of the matter with the assistance of independent experts in quality management systems, GMP and data-based risk assessment.  The FDA also reiterated that no reports of adverse events and no risks to patient health had been identified in connection with implanting Silimed products.

On January 27, 2016, after completing an analysis and risk assessment, ANVISA announced its authorization of Silimed to resume the commercialization and use of its previously manufactured products.  ANVISA concluded there was no evidence to prove that the presence of surface particles on the silicone implants represented risks which are additional to the ones inherent in the product.  However, Silimed would continue to be suspended from manufacturing and commercializing new batches of implants until an inspection was performed to reassess the fulfillment of its GMP compliance.

On March 1, 2016, after the completion of independent, third-party testing and analyses of its devices manufactured by Silimed, the Company lifted the temporary hold on the sale of such devices.  The Company also sent a letter to plastic surgeons informing them of the Company’s controlled market re-entry plans designed to optimize the Company’s inventory supply. The results of the Company’s testing indicate no anticipated significant safety concerns with the use of its products, including its breast implants, consistent with their approval status since 2012.

On July 11, 2016, after completing an inspection of Silimed’s facility, ANVISA announced the reinstatement of Silimed’s GMP certificate and their ability to manufacture commercial products. The GMP certificate is effective as of July 8, 2016 and is valid for two years. The Silimed facility that has been approved for manufacturing is an alternate facility to where Sientra products were previously manufactured, which was damaged by a fire on October 22, 2015. However, the products to be manufactured in the alternate facility for Sientra cannot be sold in the U.S. until Silimed submits a PMA supplement for that facility, their operations have been fully validated to U.S. FDA standards and they have successfully passed an FDA inspection, the timing of which is uncertain. Additionally, the suspension of Silimed’s CE certificate by TUV SUD remains in place and continues to limit Silimed’s ability to sell to countries requiring a CE mark.

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

a.Basis of Presentation

 

The accompanying unaudited condensed financial statements 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 financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 10, 2016, or the Annual Report. The results for the three and six months ended June 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016, any other interim periods, or any future year or period.

 

b.Going Concern

 

The accompanying 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. Silimed is the Company’s sole source manufacturer of silicone gel breast implants, tissue expanders and certain other products. The continuation of the Company as a going concern is dependent upon many factors including the satisfactory resolution of the regulatory inquiries of Silimed’s medical devices, Silimed’s ability to resume the manufacturing of the Company’s medical devices, the availability of alternative manufacturing sources, and the resumption of the sale of the Company’s products. Since inception, the Company has incurred net losses. At June 30, 2016, the Company had cash and cash equivalents of $86,159. The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, amongst other things, generating sufficient revenues. The Company believes that it has the ability to continue as a going concern for at least 12 months. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

c.Use of Estimates

 

The preparation of the condensed 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

TableOfContents

d.Significant Accounting Policies

 

There have been no significant changes to the accounting policies during the three and six months ended June 30, 2016, as compared to the significant accounting policies described in the “Notes to Financial Statements” in the Annual Report.

 

e.Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board, or FASB, issued accounting standard update, or ASU, 2014-09, Revenue from Contracts with Customers.  The standard was issued to provide a single framework that replaces existing industry and transaction specific GAAP with a five step analysis of transactions to determine when and how revenue is recognized. The accounting standard update will replace most existing revenue recognition guidance in GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, to defer the effective date of ASU 2014-09 by one year.  Therefore, ASU 2014-09 will become effective for the Company beginning in fiscal year 2018. Early adoption would be permitted for the Company beginning in fiscal year 2017. The standard permits the use of either the retrospective or cumulative transition method. The Company is currently evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.

 

In February 2016, the FASB issued accounting standard update 2016-02, Leases (Topic 842) which supersedes FASB Accounting Standard Codification Leases (Topic 840). The standard is intended to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This accounting standard update will be effective for the Company beginning in fiscal year 2019. The Company is currently evaluating the impact that adoption of the standard will have on the financial statements and related disclosures.

 

In March 2016, the FASB issued accounting standard update 2016-09, Compensation – Stock Compensation (Topic 718). The standard identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This accounting standard update will be effective for the Company beginning in fiscal year 2017. The Company is currently evaluating the impact that adoption of the standard will have on the financial statements and related disclosures.

 

f.Reclassifications

 

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

 

 

Acquisition of bioCorneum
Acquisition

3.Acquisition of bioCorneum®

 

On March 9, 2016, the Company entered into an assets purchase agreement with Enaltus LLC, or Enaltus, to acquire exclusive U.S. rights to bioCorneum®, an advanced silicone scar treatment marketed exclusively to physicians. The acquisition of bioCorneum® aligns with the Company’s business development objective and adds a complementary product that serves the needs of its customers. In connection with the acquisition, the Company recorded $13 of professional fees for the three months ended June 30, 2016 and $154 for the six months ended June 30, 2016, which are included in general and administrative expense. The aggregate preliminary acquisition date fair value of the consideration transferred was estimated at $7,409, which consisted of the following:

 

 

 

 

 

 

 

Fair Value

Cash

 

$

6,859

Deferred consideration

 

 

434

Contingent consideration

 

 

116

 

 

$

7,409

 

The deferred consideration and contingent consideration consist of future royalty payments to be paid on a quarterly basis to Enaltus on future bioCorneum® sales for the 4.5 years beginning January 1, 2024. The Company has determined the fair value of the deferred consideration and contingent consideration at the acquisition date using a Monte Carlo simulation model. The fair value of the deferred consideration is based on the future minimum royalty payments using the risk-free U.S Treasury yield curve discount rate. The estimated future payments due under the deferred consideration are $546. The fair value of the contingent consideration is based on projected future bioCorneum® sales and a risk adjusted discount rate. The terms of the agreement do not provide for a limitation on the maximum potential future payments. The inputs are significant inputs not observable in the market, which are referred to as Level 3 inputs and are further discussed in Note 5. The deferred consideration and contingent consideration components are classified as an other long-term liability and are subject to the recognition of subsequent changes in fair value through the results of operations.

 

The Company allocated the total consideration transferred to the tangible and identifiable intangible assets acquired based on their respective fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. The goodwill arising from the transaction is primarily attributable to expected operational synergies, and all of goodwill will be deductible for income tax purposes. The condensed financial statements for the three and six months ended June 30, 2016 include the results of operations of bioCorneum® from the date of acquisition.

 

The following table summarizes the allocation of the fair value of the consideration transferred by major class for the business combination completed on March 9, 2016:

 

 

 

 

 

 

    

March 9,

 

 

2016

Inventory

 

$

100

Prepaid expenses

 

 

36

Goodwill

 

 

3,273

Intangible assets

 

 

4,000

 

 

$

7,409

 

A summary of the intangible assets acquired, estimated useful lives and amortization method is as follows:

 

 

 

 

 

 

 

 

 

 

 

    

    

 

Estimated useful

 

Amortization

 

 

Amount

 

life (in years)

 

method

Customer relationships

 

$

3,200

 

10

 

Accelerated

Trade name

 

 

800

 

12

 

Straight-line

 

 

$

4,000

 

 

 

 

 

The Company retained an independent third-party appraiser to assist management in its valuation; however, the purchase price allocation has not been finalized. This could result in adjustments to the carrying value of the assets acquired and liabilities assumed, the useful lives of intangible assets and residual amount allocated to goodwill. The preliminary allocation of the purchase price is based on the best estimates of management and is subject to revision based on the final valuations and estimates of useful lives.

 

Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Company's condensed results of operations.

Fair Value of Financial Instruments
Fair Value of Financial Instruments

4.Fair Value of Financial Instruments

 

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and customer deposits are reasonable estimates of their fair value because of the short maturity of these items. The fair value of the common stock warrant liability, deferred consideration and contingent consideration is discussed in Note 5. As of June 30, 2016, the Company had no outstanding long-term debt.

 

Fair Value Measurements
Fair Value Measurements

5.Fair Value Measurements

 

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

 

·

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

 

·

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

 

·

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

 

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 historically has been a private company and lacks company-specific historical and implied volatility information of its stock. Therefore, it estimates its expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants. 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.

 

The Company assessed the fair value of the deferred consideration and contingent consideration for future royalty payments related to the acquisition of bioCorneum® using the Monte Carlo simulation model. Significant assumptions used in the measurement include future net sales for a defined term and the risk adjusted discount rate associated with the business. As the inputs are not observable, the overall, fair value measurement of the deferred consideration and contingent consideration 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 June 30, 2016 and December 31, 2015 and indicate the level of the fair value hierarchy utilized to determine such fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of

 

 

 

June 30, 2016 Using:

 

 

    

Level 1

    

 

Level 2

    

 

Level 3

    

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability for common stock warrants

 

$

 

 

 

 

66

 

 

66

 

Liability for deferred consideration

 

 

 

 

 

 

437

 

 

437

 

Liability for contingent consideration

 

 

 

 

 

 

124

 

 

124

 

 

 

$

 —

 

 

 —

 

 

627

 

 

627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of

 

 

 

December 31, 2015 Using:

 

 

    

Level 1

    

 

Level 2

    

 

Level 3

    

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability for common stock warrants

 

$

 

 

 

 

60

 

 

60

 

 

 

$

 —

 

 

 —

 

 

60

 

 

60

 

 

The liability for common stock warrants is included in “accrued and other current liabilities” and the liability for the deferred consideration and contingent consideration is included in the “warranty reserve and other long-term liabilities” in the balance sheet. The following table provides a rollforward of the aggregate fair values of the Company’s common stock warrants, deferred and contingent consideration for which fair value is determined by Level 3 inputs:

 

 

 

 

 

Warrant Liability

 

 

 

Balance, December 31, 2015

$

60

 

Increase in fair value through June 30, 2016

 

6

 

Balance, June 30, 2016

$

66

 

 

 

 

 

Deferred Consideration Liability

 

 

 

Balance, December 31, 2015

$

 —

 

Initial fair value of acquisition-related deferred consideration

 

434

 

Deferred consideration accretion expense

 

3

 

Balance, June 30, 2016

$

437

 

 

 

 

 

Contingent Consideration Liability

 

 

 

Balance, December 31, 2015

$

 —

 

Initial fair value of acquisition-related contingent consideration

 

116

 

Contingent consideration accretion expense

 

8

 

Balance, June 30, 2016

$

124

 

 

The Company recognizes changes in the fair value of the warrants, deferred consideration and contingent consideration in “other income (expense), net” in the statement of operations.

Product Warranties
Product Warranties

6.Product Warranties

 

The Company offers a limited warranty and a lifetime product replacement program for the Company’s silicone gel breast implants. Under the limited warranty, the Company will reimburse patients for certain out-of-pocket costs related to revision surgeries performed within ten years from the date of implantation in a covered event. Under the lifetime product replacement program, the Company provides no-charge replacement breast implants if a patient experiences a covered event. The programs are available to all patients implanted with the Company’s silicone breast implants after April 1, 2012 and are subject to the terms, conditions, claim procedures, limitations and exclusions. Timely completion of a device tracking and warranty enrollment form by the patient’s Plastic Surgeon is required to activate the programs and for the patient to be able to receive benefits under either program.

 

The following table provides a rollforward of the accrued warranties:

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

    

 

 

2016

 

 

2015

 

Beginning balance

 

$

1,332

 

$

961

 

Payments made during the period

 

 

(9)

 

 

(11)

 

Changes in accrual related to warranties issued during the period

 

 

76

 

 

287

 

Changes in accrual related to pre-existing warranties

 

 

(2)

 

 

(1)

 

Ending balance

 

$

1,397

 

$

1,236

 

 

Net Loss Per Share
Net Loss Per Share

7.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 June 30,

 

Six Months Ended June 30,

 

 

 

2016

    

2015

 

2016

    

2015

    

Net loss

 

$

(10,193)

 

$

(2,992)

 

$

(22,130)

 

$

(6,376)

 

Weighted average common shares outstanding, basic and diluted

 

 

18,075,010

 

 

14,931,931

 

 

18,062,803

 

 

14,927,558

 

Net loss per share attributable to common stockholders

 

$

(0.56)

 

$

(0.20)

 

$

(1.23)

 

$

(0.43)

 

 

The Company excluded the following potentially dilutive securities, outstanding as of June 30, 2016 and 2015, from the computation of diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2016 and 2015 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods.

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

2016

 

2015

    

Stock options to purchase common stock

 

 

2,190,866

 

 

2,231,748

 

Warrants for the purchase of common stock

 

 

47,710

 

 

47,710

 

 

 

 

2,238,576

 

 

2,279,458

 

 

Balance Sheet Components
Balance Sheet Components

8.Balance Sheet Components

 

a.Allowance for Sales Returns and Doubtful Accounts

 

The Company has established an allowance for sales returns of $3,745 and $660 as of June 30, 2016 and December 31, 2015, respectively, recorded net against accounts receivable in the balance sheet.

 

The Company has established an allowance for doubtful accounts of $480 and $456 as of June 30, 2016 and December 31, 2015, respectively, recorded net against accounts receivable in the balance sheet.

 

b.Property and Equipment

 

Property and equipment, net consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

2016

 

2015

 

Leasehold improvements

 

$

86

 

$

86

 

Laboratory equipment and toolings

 

 

1,218

 

 

366

 

Computer equipment

 

 

281

 

 

277

 

Software

 

 

529

 

 

655

 

Office equipment

 

 

137

 

 

137

 

Furniture and fixtures

 

 

725

 

 

724

 

 

 

 

2,976

 

 

2,245

 

Less accumulated depreciation

 

 

(981)

 

 

(841)

 

 

 

$

1,995

 

$

1,404

 

 

Depreciation expense for the three months ended June 30, 2016 and 2015 was $69 and $54, respectively. Depreciation expense for the six months ended June 30, 2016 and 2015 was $139 and $122, respectively.

 

c.Goodwill and Other Intangible Assets, net

 

Goodwill represents the excess of the purchase price over the fair value of net assets of purchased businesses. Goodwill is not amortized, but instead subject to impairment tests on at least an annual basis and whenever circumstances suggest that goodwill may be impaired.  The Company’s annual test for impairment is performed as of October 1 of each fiscal year. The Company makes a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it is not required to perform the two-step impairment test for that reporting unit.

 

Under the first step of the test, the Company is required to compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired and the second step of the test is not performed. If the results of the first step of the impairment test indicate that the fair value of a reporting unit does not exceed its carrying amount, then the second step of the test is required. The second step of the test compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The impairment loss is measured by the excess of the carrying amount of the reporting unit goodwill over the implied fair value of that goodwill.

 

The changes in the carrying amount of goodwill during the six months ended June 30, 2016 were as follows:

 

 

 

 

 

 

Balances as of December 31, 2015

 

 

 

 

Goodwill

 

$

14,278

 

Accumulated impairment losses

 

 

(14,278)

 

 

 

 

 —

 

 

 

 

 

 

Goodwill acquired (Note 3)

 

 

3,273

 

 

 

 

 

 

Balances as of June 30, 2016

 

 

 

 

Goodwill

 

 

17,551

 

Accumulated impairment losses

 

 

(14,278)

 

 

 

$

3,273

 

 

 

The components of the Company’s other intangible assets consist of the following:

 

 

 

 

 

 

 

 

 

 

    

June 30,

 

December 31,

 

 

 

2016

 

2015

 

Acquired FDA non-gel product approval

 

$

1,713

 

$

1,713

 

Customer relationships

 

 

3,200

 

 

 —

 

Trade name

 

 

800

 

 

 —

 

Non-compete agreement

 

 

30

 

 

 —

 

Less accumulated amortization

 

 

(1,947)

 

 

(1,660)

 

 

 

$

3,796

 

$

53

 

 

Amortization expense for the three months ended June 30, 2016 and 2015 was $212 and $16, respectively. Amortization expense for the six months ended June 30, 2016 and 2015 was $286 and $31, respectively. The following table summarizes the estimated amortization expense relating to the Company's intangible assets as of June 30, 2016:

 

 

 

 

 

 

 

Amortization

Period

 

Expense

Remainder of 2016

 

$

420

2017

 

 

813

2018

 

 

612

2019

 

 

464

2020

 

 

353

 

 

$

2,662

 

d.Accrued and Other Current Liabilities

 

Accrued and other current liabilities consist of the following:

 

 

 

 

 

 

 

 

 

 

    

June 30,

 

December 31,

 

 

 

2016

 

2015

 

Accrued clinical trial and research and development expenses

 

$

108

 

$

215

 

Audit, consulting and legal fees

 

 

2,151

 

 

1,208

 

Payroll and related expenses

 

 

2,153

 

 

2,494

 

Accrued commission

 

 

2,143

 

 

1,960

 

Warrant liability

 

 

66

 

 

60

 

Other

 

 

795

 

 

1,022

 

 

 

$

7,416

 

$

6,959

 

 

Stockholders' Equity
Stockholders' Equity

9.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 June 30, 2016 and December 31, 2015, the Company had no preferred stock issued or outstanding.

 

b.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 the 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 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. As of June 30, 2016, the Company had warrants to purchase an aggregate of 47,710 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 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 June 30, 2016, a total of 2,045,495 shares of the Company’s common stock were reserved for issuance under the 2014 Plan.

 

In March 2016, the Company’s board of directors adopted the Inducement Plan. Under the 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.  A total of 180,000 shares of the Company’s common stock were initially reserved for issuance under the Inducement Plan. 

 

Options under the 2007 Plan and the 2014 Plan may be granted for periods of up to ten years as determined by the Company’s board of directors, provided, however, that (i) the exercise price of an ISO shall not be less than 100% of the estimated fair value of the shares on the date of grant, and (ii) the exercise price of an ISO granted to a more than 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. An NSO has no such exercise price limitations. NSOs under the Inducement Plan may be granted for periods of up to ten years as determined by the board of directors, provided, the exercise price will be not less than 100% of the estimated fair value of the shares on the date of grant.  Options generally vest with 25% of the grant vesting on the first anniversary and the balance vesting monthly on a straight-lined basis over the requisite service period of three additional years for the award. Additionally, options have been granted to certain key executives which 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 average

 

 

 

 

 

Weighted

 

remaining

 

 

 

 

 

average

 

contractual

 

 

 

Option Shares

 

exercise price

 

term (year)

 

Balances at December 31, 2015

 

2,785,672

 

$

6.66

 

6.60

 

Granted

 

271,753

 

 

6.14

 

 

 

Exercised

 

(14,529)

 

 

3.94

 

 

 

Forfeited

 

(41,926)

 

 

15.25

 

 

 

Balances at June 30, 2016

 

3,000,970

 

$

6.51

 

6.38

 

 

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 was $474 and $444 for the three months ended June 30, 2016 and 2015, respectively. Stock-based compensation expense was $848 and $889 for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, there was $3,837 of unrecognized compensation costs related to stock options. The expense is recorded within the operating expense components in the statement of operations based on the employees receiving the awards. These costs are expected to be recognized over weighted average period of 2.79 years.

 

d.Restricted Stock Units

 

The Company has issued restricted stock unit awards, or RSUs, under the 2014 Plan. The RSUs issued vest on a straight-line basis, either quarterly over a 4-year requisite service period or annually over a 3-year requisite service period.

 

Activity related to RSUs is set forth below:

 

 

 

 

 

 

 

 

 

 

 

Weighted average

 

 

 

 

grant date

 

 

Number of shares

 

fair value

Balances at December 31, 2015

 

17,993

 

$

3.88

Granted

 

557,240

 

 

8.21

Vested

 

(2,250)

 

 

3.88

Balances at June 30, 2016

 

572,983

 

$

8.09

Stock-based compensation expense for RSUs for the three months ended months ended June 30, 2016 and 2015 was $377 and $0, respectively. Stock-based compensation expense for RSUs for the six months ended June 30, 2016 and 2015 was $641 and $0, respectively. As of June 30, 2016, there was $3,998 of total unrecognized compensation cost related to non-vested RSU awards. The cost is expected to be recognized over a weighted average period of 2.33 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 offering periods not to exceed 27 months, and each offering period will include purchase periods, which will be the approximately six-month period commencing with one exercise date and ending with the next exercise date, except that the first offering period commenced on the first trading day following the effective date of the Company’s registration statement.  Employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the exercise date.  A total of 255,500 shares of common stock were initially reserved for issuance under the ESPP, subject to certain annual increases. 

As of June 30, 2016, the number of shares of common stock reserved for issuance under the ESPP was 584,563.  During the six months ended June 30, 2016, employees purchased 68,226 shares of common stock at a weighted average price of $6.30 per share.  As of June 30, 2016, the number of shares of common stock available for future issuance was 472,087.

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 $74 and $95 for the three months ended June 30, 2016 and 2015, respectively. Stock-based compensation expense related to the ESPP was $175 and $193 for the six months ended June 30, 2016 and 2015, respectively.

Commitments and Contingencies
Commitments and Contingencies

10.Commitments and Contingencies

 

a.Operating Leases

 

The Company’s lease for its general office facility in Santa Barbara, California expires in February 2020. The Company also leases additional industrial space for warehouse, research and development and additional general office use.  Rent expense was $128 and $141 for the three months ended June 30, 2016 and 2015, respectively. Rent expense was $254 and $264 for the six months ended June 30, 2016 and 2015, respectively. The Company recognizes rent expense on a straight-line basis over the lease term.

 

b.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. There were no contingent liabilities requiring accrual at June 30, 2016.

 

On September 25, 2015, a lawsuit styled as a class action of the Company’s stockholders was filed in the United States District Court for the Central District of California. The lawsuit names the Company and certain of its officers as defendants, or Sientra Defendants, and alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, in connection with allegedly false and misleading statements concerning the Company’s business, operations, and prospects.  The plaintiff seeks damages and an award of reasonable costs and expenses, including attorneys’ fees. On November 24, 2015, three stockholders (or groups of stockholders) filed motions to appoint lead plaintiff(s) and to approve their selection on lead counsel.  On December 10, 2015, the court entered an order appointing lead plaintiffs and approving their selection of lead counsel.  On February 19, 2016, lead plaintiffs filed their consolidated amended complaint, which added a claim under Section 11 of the Securities Act and named as defendants the underwriters associated with the Company’s follow-on public offering that closed on September 23, 2015, or the Underwriter Defendants. On March 21, 2016, the Sientra Defendants and the Underwriter Defendants each filed a motion to dismiss, or the Motions to Dismiss, the consolidated amended complaints. On April 20, 2016, lead plaintiffs filed their opposition to the Motions to Dismiss, and the Sientra Defendants and Underwriter Defendants filed separate replies on May 5, 2016. On June 9, 2016, the court granted in part and denied in part the Motions to Dismiss.  On July 14, 2016, the Sientra Defendants moved the court to reconsider its June 9, 2016 order and grant the Motions to Dismiss in full. On August 4, 2016, lead plaintiffs filed an opposition to the motion for reconsideration. 

On October 28, November 5, and November 19, 2015, three lawsuits styled as class actions of the Company’s stockholders were filed in the Superior Court of California for the County of San Mateo. The lawsuits name the Company, certain of its officers and directors, and the underwriters associated with the Company’s follow-on public offering that closed on September 23, 2015 as defendants. The lawsuits allege violations of Sections 11, 12(a)(2), and 15 of the Securities Act in connection with allegedly false and misleading statements in the Company’s offering documents associated with the follow-on offering concerning its business, operations, and prospects. The plaintiffs seek damages and an award of reasonable costs and expenses, including attorneys’ fees. On December 4, 2015, defendants removed all three lawsuits to the United States District Court for the Northern District of California.  On December 15 and December 16, 2015, plaintiffs filed motions to remand the lawsuits back to San Mateo Superior Court, or the Motions to Remand.  On January 19, 2016, defendants filed their opposition to the Motions to Remand, and plaintiffs filed their reply in support of the Motions to Remand on January 26, 2016. 

On May 20, 2016, the United States District Court for the Northern District of California granted plaintiffs’ Motions to Remand, and the San Mateo Superior Court received the remanded cases on May 27, 2016.  On July 19, 2016, the San Mateo Superior Court consolidated the three lawsuits.  On August 2, 2016, plaintiffs filed their consolidated complaint. On August 5, 2016, defendants filed a motion to stay all proceedings in favor of the class action filed in the United States District Court for the Central District of California.

It is possible that additional suits will be filed, or allegations made by stockholders, with respect to these same or other matters and also naming the Company and/or its officers and directors as defendants. The Company believes it has meritorious defenses and intends to defend these lawsuits vigorously.  Due to the early stage of these proceedings, the Company is not able to predict or reasonably estimate the ultimate outcome or possible losses relating to these claims.

Summary of Significant Accounting Policies (Policies)

a.Basis of Presentation

 

The accompanying unaudited condensed financial statements 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 financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 10, 2016, or the Annual Report. The results for the three and six months ended June 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016, any other interim periods, or any future year or period.

b.Going Concern

 

The accompanying 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. Silimed is the Company’s sole source manufacturer of silicone gel breast implants, tissue expanders and certain other products. The continuation of the Company as a going concern is dependent upon many factors including the satisfactory resolution of the regulatory inquiries of Silimed’s medical devices, Silimed’s ability to resume the manufacturing of the Company’s medical devices, the availability of alternative manufacturing sources, and the resumption of the sale of the Company’s products. Since inception, the Company has incurred net losses. At June 30, 2016, the Company had cash and cash equivalents of $86,159. The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, amongst other things, generating sufficient revenues. The Company believes that it has the ability to continue as a going concern for at least 12 months. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

c.Use of Estimates

 

The preparation of the condensed 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

d.Significant Accounting Policies

 

There have been no significant changes to the accounting policies during the three and six months ended June 30, 2016, as compared to the significant accounting policies described in the “Notes to Financial Statements” in the Annual Report.

e.Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board, or FASB, issued accounting standard update, or ASU, 2014-09, Revenue from Contracts with Customers.  The standard was issued to provide a single framework that replaces existing industry and transaction specific GAAP with a five step analysis of transactions to determine when and how revenue is recognized. The accounting standard update will replace most existing revenue recognition guidance in GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, to defer the effective date of ASU 2014-09 by one year.  Therefore, ASU 2014-09 will become effective for the Company beginning in fiscal year 2018. Early adoption would be permitted for the Company beginning in fiscal year 2017. The standard permits the use of either the retrospective or cumulative transition method. The Company is currently evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.

 

In February 2016, the FASB issued accounting standard update 2016-02, Leases (Topic 842) which supersedes FASB Accounting Standard Codification Leases (Topic 840). The standard is intended to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This accounting standard update will be effective for the Company beginning in fiscal year 2019. The Company is currently evaluating the impact that adoption of the standard will have on the financial statements and related disclosures.

 

In March 2016, the FASB issued accounting standard update 2016-09, Compensation – Stock Compensation (Topic 718). The standard identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This accounting standard update will be effective for the Company beginning in fiscal year 2017. The Company is currently evaluating the impact that adoption of the standard will have on the financial statements and related disclosures.

f.Reclassifications

 

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

Acquisition of bioCorneum (Tables)

 

 

 

 

 

 

Fair Value

Cash

 

$

6,859

Deferred consideration

 

 

434

Contingent consideration

 

 

116

 

 

$

7,409

 

 

 

 

 

 

    

March 9,

 

 

2016

Inventory

 

$

100

Prepaid expenses

 

 

36

Goodwill

 

 

3,273

Intangible assets

 

 

4,000

 

 

$

7,409

 

 

 

 

 

 

 

 

 

 

 

    

    

 

Estimated useful

 

Amortization

 

 

Amount

 

life (in years)

 

method

Customer relationships

 

$

3,200

 

10

 

Accelerated

Trade name

 

 

800

 

12

 

Straight-line

 

 

$

4,000

 

 

 

 

 

Fair Value Measurements (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of

 

 

 

June 30, 2016 Using:

 

 

    

Level 1

    

 

Level 2

    

 

Level 3

    

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability for common stock warrants

 

$

 

 

 

 

66

 

 

66

 

Liability for deferred consideration

 

 

 

 

 

 

437

 

 

437

 

Liability for contingent consideration

 

 

 

 

 

 

124

 

 

124

 

 

 

$

 —

 

 

 —

 

 

627

 

 

627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of

 

 

 

December 31, 2015 Using:

 

 

    

Level 1

    

 

Level 2

    

 

Level 3

    

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability for common stock warrants

 

$

 

 

 

 

60

 

 

60

 

 

 

$

 —

 

 

 —

 

 

60

 

 

60

 

 

 

 

 

 

Warrant Liability

 

 

 

Balance, December 31, 2015

$

60

 

Increase in fair value through June 30, 2016

 

6

 

Balance, June 30, 2016

$

66

 

 

 

 

 

Deferred Consideration Liability

 

 

 

Balance, December 31, 2015

$

 —

 

Initial fair value of acquisition-related deferred consideration

 

434

 

Deferred consideration accretion expense

 

3

 

Balance, June 30, 2016

$

437

 

 

 

 

 

Contingent Consideration Liability

 

 

 

Balance, December 31, 2015

$

 —

 

Initial fair value of acquisition-related contingent consideration

 

116

 

Contingent consideration accretion expense

 

8

 

Balance, June 30, 2016

$

124

 

 

Product Warranties (Tables)
Schedule of rollforward of the accrued warranties

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

    

 

 

2016

 

 

2015

 

Beginning balance

 

$

1,332

 

$

961

 

Payments made during the period

 

 

(9)

 

 

(11)

 

Changes in accrual related to warranties issued during the period

 

 

76

 

 

287

 

Changes in accrual related to pre-existing warranties

 

 

(2)

 

 

(1)

 

Ending balance

 

$

1,397

 

$

1,236

 

 

Net Loss Per Share (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2016

    

2015

 

2016

    

2015

    

Net loss

 

$

(10,193)

 

$

(2,992)

 

$

(22,130)

 

$

(6,376)

 

Weighted average common shares outstanding, basic and diluted

 

 

18,075,010

 

 

14,931,931

 

 

18,062,803

 

 

14,927,558

 

Net loss per share attributable to common stockholders

 

$

(0.56)

 

$

(0.20)

 

$

(1.23)

 

$

(0.43)

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

2016

 

2015

    

Stock options to purchase common stock

 

 

2,190,866

 

 

2,231,748

 

Warrants for the purchase of common stock

 

 

47,710

 

 

47,710

 

 

 

 

2,238,576

 

 

2,279,458

 

 

Balance Sheet Components (Tables)

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

2016

 

2015

 

Leasehold improvements

 

$

86

 

$

86

 

Laboratory equipment and toolings

 

 

1,218

 

 

366

 

Computer equipment

 

 

281

 

 

277

 

Software

 

 

529

 

 

655

 

Office equipment

 

 

137

 

 

137

 

Furniture and fixtures

 

 

725

 

 

724

 

 

 

 

2,976

 

 

2,245

 

Less accumulated depreciation

 

 

(981)

 

 

(841)

 

 

 

$

1,995

 

$

1,404

 

 

 

 

 

 

 

Balances as of December 31, 2015

 

 

 

 

Goodwill

 

$

14,278

 

Accumulated impairment losses

 

 

(14,278)

 

 

 

 

 —

 

 

 

 

 

 

Goodwill acquired (Note 3)

 

 

3,273

 

 

 

 

 

 

Balances as of June 30, 2016

 

 

 

 

Goodwill

 

 

17,551

 

Accumulated impairment losses

 

 

(14,278)

 

 

 

$

3,273

 

 

 

 

 

 

 

 

 

 

 

    

June 30,

 

December 31,

 

 

 

2016

 

2015

 

Acquired FDA non-gel product approval

 

$

1,713

 

$

1,713

 

Customer relationships

 

 

3,200

 

 

 —

 

Trade name

 

 

800

 

 

 —

 

Non-compete agreement

 

 

30

 

 

 —

 

Less accumulated amortization

 

 

(1,947)

 

 

(1,660)

 

 

 

$

3,796

 

$

53

 

 

 

 

 

 

 

 

Amortization

Period

 

Expense

Remainder of 2016

 

$

420

2017

 

 

813

2018

 

 

612

2019

 

 

464

2020

 

 

353

 

 

$

2,662

 

 

 

 

 

 

 

 

 

 

    

June 30,

 

December 31,

 

 

 

2016

 

2015

 

Accrued clinical trial and research and development expenses

 

$

108

 

$

215

 

Audit, consulting and legal fees

 

 

2,151

 

 

1,208

 

Payroll and related expenses

 

 

2,153

 

 

2,494

 

Accrued commission

 

 

2,143

 

 

1,960

 

Warrant liability

 

 

66

 

 

60

 

Other

 

 

795

 

 

1,022

 

 

 

$

7,416

 

$

6,959

 

 

Stockholders' Equity (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average

 

 

 

 

 

Weighted

 

remaining

 

 

 

 

 

average

 

contractual

 

 

 

Option Shares

 

exercise price

 

term (year)

 

Balances at December 31, 2015

 

2,785,672

 

$

6.66

 

6.60

 

Granted

 

271,753

 

 

6.14

 

 

 

Exercised

 

(14,529)

 

 

3.94

 

 

 

Forfeited

 

(41,926)

 

 

15.25

 

 

 

Balances at June 30, 2016

 

3,000,970

 

$

6.51

 

6.38

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average

 

 

 

 

grant date

 

 

Number of shares

 

fair value

Balances at December 31, 2015

 

17,993

 

$

3.88

Granted

 

557,240

 

 

8.21

Vested

 

(2,250)

 

 

3.88

Balances at June 30, 2016

 

572,983

 

$

8.09

 

Formation and Business of the Company (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended
Jul. 8, 2016
Sep. 23, 2015
Common stock
Follow-On Offering
Sep. 23, 2015
Common stock
Follow-On Offering
Formation and Business of the Company
 
 
 
Proceeds from IPO/follow-on offering, net of costs (in shares)
 
3,000,000 
 
Public offering price (in dollars per share)
 
 
$ 22.00 
Net proceeds after deducting underwriting discounts and commissions and offering expenses
 
$ 61,397 
 
Payment of underwriting discounts and commissions and offering expenses
 
3,960 
 
Offering expenses
 
$ 643 
 
Term of the Silimed GMP certificate
2 years 
 
 
Summary of Significant Accounting Policies (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Jun. 30, 2015
Dec. 31, 2014
Summary of Significant Accounting Policies
 
 
 
 
Cash and cash equivalents
$ 86,159 
$ 112,801 
$ 89,659 
$ 96,729 
Going concern within next 12 months
false 
 
 
 
Acquisition of bioCorneum (Details) (U.S. Rights to bioCorneum, USD $)
In Thousands, unless otherwise specified
0 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended
Mar. 9, 2016
Jun. 30, 2016
Jun. 30, 2016
General & administrative expense
Jun. 30, 2016
General & administrative expense
Jan. 1, 2024
Forecast
Acquisition
 
 
 
 
 
Professional fees
 
 
$ 13 
$ 154 
 
Cash
6,859 
 
 
 
 
Deferred consideration
434 
 
 
 
 
Contingent consideration
116 
 
 
 
 
Total
7,409 
 
 
 
 
Number of years for future royalty payments to be paid
 
 
 
 
4 years 6 months 
Estimated future payments due
 
$ 546 
 
 
 
Acquisition of bioCorneum (Fair Value) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Mar. 9, 2016
U.S. Rights to bioCorneum
Fair value of the assets acquired
 
 
Inventory
 
$ 100 
Prepaid expenses
 
36 
Goodwill
3,273 
3,273 
Intangible assets
 
4,000 
Total fair value of assets acquired
 
$ 7,409 
Acquisition of bioCorneum (Intangible assets) (Details) (U.S. Rights to bioCorneum, USD $)
In Thousands, unless otherwise specified
0 Months Ended
Mar. 9, 2016
Intangible assets acquired
 
Intangible assets acquired
$ 4,000 
Customer relationships
 
Intangible assets acquired
 
Intangible assets acquired
3,200 
Estimated useful life (in years)
10 years 
Trade name
 
Intangible assets acquired
 
Intangible assets acquired
$ 800 
Estimated useful life (in years)
12 years 
Fair Value of Financial Instruments (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Fair Value of Financial Instruments
 
Long-term Debt.
$ 0 
Fair Value Measurements (Details) (Recurring, USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Fair Value Measurements
 
 
Total
$ 627 
$ 60 
Warranty reserve and other long-term liabilities
 
 
Fair Value Measurements