SIENTRA, INC., 10-Q filed on 11/9/2020
Quarterly Report
v3.20.2
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2020
Nov. 02, 2020
Cover [Abstract]    
Entity Registrant Name SIENTRA, INC.  
Entity Central Index Key 0001551693  
Document Type 10-Q  
Document Period End Date Sep. 30, 2020  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   50,454,122
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q3  
Trading Symbol SIEN  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NASDAQ  
Entity Interactive Data Current Yes  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity File Number 001-36709  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-5551000  
Entity Address, Address Line One 420 South Fairview Avenue  
Entity Address, Address Line Two Suite 200  
Entity Address, City or Town Santa Barbara  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 93117  
City Area Code 805  
Local Phone Number 562-3500  
Document Quarterly Report true  
Document Transition Report false  
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 63,483 $ 87,608
Accounts receivable, net of allowances of $4,893 and $3,835 at September 30, 2020 and December 31, 2019, respectively 23,637 27,548
Inventories, net 48,467 39,612
Prepaid expenses and other current assets 2,113 2,489
Total current assets 137,700 157,257
Property and equipment, net 12,742 12,314
Goodwill 9,202 9,202
Other intangible assets, net 9,719 17,390
Other assets 8,441 8,241
Total assets 177,804 204,404
Current liabilities:    
Current portion of long-term debt 928 6,508
Accounts payable 4,071 9,352
Accrued and other current liabilities 26,679 32,551
Customer deposits 15,490 13,943
Sales return liability 10,079 8,116
Total current liabilities 57,247 70,470
Long-term debt 63,330 38,248
Derivative liability 24,520  
Deferred and contingent consideration 5,342 5,177
Warranty reserve and other long-term liabilities 9,281 8,627
Total liabilities 159,720 122,522
Commitments and contingencies (Note 14)
Stockholders’ equity:    
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 50,507,635 and 49,612,907 and outstanding 50,434,908 and 49,540,180 shares at September 30, 2020 and December 31, 2019, respectively 504 495
Additional paid-in capital 555,465 550,562
Treasury stock, at cost (72,727 shares at September 30, 2020 and December 31, 2019) (260) (260)
Accumulated deficit (537,625) (468,915)
Total stockholders’ equity 18,084 81,882
Total liabilities and stockholders’ equity $ 177,804 $ 204,404
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Statement Of Financial Position [Abstract]    
Accounts receivable, allowances (in dollars) $ 4,893 $ 3,835
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 50,507,635 49,612,907
Common stock, shares outstanding 50,434,908 49,540,180
Treasury stock, shares 72,727 72,727
v3.20.2
Condensed Consolidated Statements of Operations - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Income Statement [Abstract]        
Net sales $ 19,217,000 $ 22,412,000 $ 48,597,000 $ 60,489,000
Cost of goods sold 8,391,000 9,754,000 20,733,000 24,041,000
Gross profit 10,826,000 12,658,000 27,864,000 36,448,000
Operating expenses:        
Sales and marketing 12,872,000 18,668,000 37,614,000 60,987,000
Research and development 2,060,000 3,201,000 7,747,000 9,526,000
General and administrative 10,238,000 12,249,000 27,500,000 37,538,000
Restructuring (386,000)   1,849,000  
Impairment     6,432,000 12,674,000
Total operating expenses 24,784,000 34,118,000 81,142,000 120,725,000
Loss from operations (13,958,000) (21,460,000) (53,278,000) (84,277,000)
Other income (expense), net:        
Interest income 5,000 510,000 203,000 1,083,000
Interest expense (2,059,000) (1,344,000) (7,289,000) (3,276,000)
Change in fair value of derivative liability 10,090,000   (8,420,000)  
Other income (expense), net 101,000 (139,000) 74,000 (101,000)
Total other income (expense), net 8,137,000 (973,000) (15,432,000) (2,294,000)
Loss before income taxes (5,821,000) (22,433,000) (68,710,000) (86,571,000)
Income tax 0 0 0 0
Net loss $ (5,821,000) $ (22,433,000) $ (68,710,000) $ (86,571,000)
Basic and diluted net loss per share attributable to common stockholders $ (0.12) $ (0.45) $ (1.37) $ (2.30)
Weighted average outstanding common shares used for net loss per share attributable to common stockholders:        
Basic and diluted 50,394,858 49,401,094 50,155,623 37,671,215
v3.20.2
Condensed Consolidated Statement of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common stock
Treasury stock
Additional paid-in capital
Accumulated deficit
Balance, beginning of year at Dec. 31, 2018 $ 66,878 $ 286 $ (260) $ 428,949 $ (362,097)
Balance, beginning of year (in shares) at Dec. 31, 2018   28,701,494 72,727    
Stock-based compensation 3,772     3,772  
Stock option exercises 106     106  
Stock option exercises (in shares)   45,453      
Employee stock purchase program (ESPP) 683 $ 1   682  
Employee stock purchase program (ESPP) (in shares)   68,899      
Vested restricted stock   $ 7   (7)  
Vested restricted stock (in shares)   671,245      
Shares withheld for tax obligations on vested RSUs (2,725) $ (2)   (2,723)  
Shares withheld for tax obligations on vested RSUs, shares   (212,714)      
Net loss (26,484)       (26,484)
Balance, end of year at Mar. 31, 2019 42,230 $ 292 $ (260) 430,779 (388,581)
Balance, end of year (in shares) at Mar. 31, 2019   29,274,377 72,727    
Balance, beginning of year at Dec. 31, 2018 66,878 $ 286 $ (260) 428,949 (362,097)
Balance, beginning of year (in shares) at Dec. 31, 2018   28,701,494 72,727    
Net loss (86,571)        
Balance, end of year at Sep. 30, 2019 96,267 $ 495 $ (260) 544,700 (448,668)
Balance, end of year (in shares) at Sep. 30, 2019   49,534,414 72,727    
Balance, beginning of year at Mar. 31, 2019 42,230 $ 292 $ (260) 430,779 (388,581)
Balance, beginning of year (in shares) at Mar. 31, 2019   29,274,377 72,727    
Issuance of/proceeds from common stock 107,734 $ 200   107,534  
Issuance of/proceeds from common stock (in shares)   20,000,000      
Stock-based compensation 2,963     2,963  
Vested restricted stock   $ 1   (1)  
Vested restricted stock (in shares)   88,454      
Shares withheld for tax obligations on vested RSUs (100)     (100)  
Shares withheld for tax obligations on vested RSUs, shares   (12,565)      
Net loss (37,654)       (37,654)
Balance, end of year at Jun. 30, 2019 115,173 $ 493 $ (260) 541,175 (426,235)
Balance, end of year (in shares) at Jun. 30, 2019   49,350,266 72,727    
Stock-based compensation 3,115     3,115  
Stock option exercises 9     9  
Stock option exercises (in shares)   3,271      
Employee stock purchase program (ESPP) 534 $ 1   533  
Employee stock purchase program (ESPP) (in shares)   106,725      
Vested restricted stock   $ 1   (1)  
Vested restricted stock (in shares)   92,676      
Shares withheld for tax obligations on vested RSUs (131)     (131)  
Shares withheld for tax obligations on vested RSUs, shares   (18,524)      
Net loss (22,433)       (22,433)
Balance, end of year at Sep. 30, 2019 96,267 $ 495 $ (260) 544,700 (448,668)
Balance, end of year (in shares) at Sep. 30, 2019   49,534,414 72,727    
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) (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    
Employee stock purchase program (ESPP) 534 $ 1   533  
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    
Net loss (68,710)        
Balance, end of year at Sep. 30, 2020 18,084 $ 504 $ (260) 555,465 (537,625)
Balance, end of year (in shares) at Sep. 30, 2020   50,507,635 72,727    
Balance, beginning of year at Mar. 31, 2020 54,867 $ 500 $ (260) 552,154 (497,527)
Balance, beginning of year (in shares) at Mar. 31, 2020   50,079,024 72,727    
Stock-based compensation 1,718     1,718  
Stock option exercises 13     13  
Stock option exercises (in shares)   5,454      
Employee stock purchase program (ESPP) (5)     (5)  
Employee stock purchase program (ESPP) (in shares)   (1,012)      
Vested restricted stock   $ 4   (4)  
Vested restricted stock (in shares)   363,795      
Shares withheld for tax obligations on vested RSUs (227) $ (1)   (226)  
Shares withheld for tax obligations on vested RSUs, shares   (91,529)      
Net loss (34,277)       (34,277)
Balance, end of year at Jun. 30, 2020 22,089 $ 503 $ (260) 553,650 (531,804)
Balance, end of year (in shares) at Jun. 30, 2020   50,355,732 72,727    
Stock-based compensation 1,574     1,574  
Stock option exercises 3     3  
Stock option exercises (in shares)   727      
Employee stock purchase program (ESPP) 307 $ 1   306  
Employee stock purchase program (ESPP) (in shares)   91,125      
Vested restricted stock   $ 1   (1)  
Vested restricted stock (in shares)   85,255      
Shares withheld for tax obligations on vested RSUs (68) $ (1)   (67)  
Shares withheld for tax obligations on vested RSUs, shares   (25,204)      
Net loss (5,821)       (5,821)
Balance, end of year at Sep. 30, 2020 $ 18,084 $ 504 $ (260) $ 555,465 $ (537,625)
Balance, end of year (in shares) at Sep. 30, 2020   50,507,635 72,727    
v3.20.2
Condensed Consolidated Statements of Cash Flows
$ in Thousands
9 Months Ended
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Cash flows from operating activities:    
Net loss $ (68,710) $ (86,571)
Adjustments to reconcile net loss to net cash used in operating activities    
Impairment 6,432 12,674
Depreciation and amortization 2,996 2,538
Provision for doubtful accounts 4,665 1,804
Provision for warranties 711 843
Provision for inventory 1,774 2,209
Fair value adjustments to derivative liability 8,420  
Fair value adjustments of other liabilities held at fair value 29 480
Amortization of debt discount and issuance costs 3,430 223
Stock-based compensation expense 5,465 9,681
Payments of contingent consideration liability in excess of acquisition-date fair value   (1,968)
Other non-cash adjustments 198 181
Changes in operating assets and liabilities:    
Accounts receivable (720) (4,068)
Inventories (10,801) (8,329)
Prepaid expenses, other current assets and other assets 537 2,735
Accounts payable, accrueds, and other liabilities (10,642) (8,790)
Customer deposits 1,547 1,750
Sales return liability 1,930 1,515
Legal settlement payable   (410)
Net cash used in operating activities (52,739) (73,503)
Cash flows from investing activities:    
Purchase of property and equipment (3,192) (3,180)
Net cash used in investing activities (3,192) (3,180)
Cash flows from financing activities:    
Proceeds from option exercises and employee stock purchase plan 852 1,332
Net proceeds from issuance of common stock 264 107,734
Tax payments related to shares withheld for vested restricted stock units (RSUs) (1,496) (2,956)
Repayments under the Term Loan (25,000)  
Repayment of the Revolving Loan (6,508) (8,436)
Net proceeds from issuance of the Convertible Note 60,000  
Payments of contingent consideration up to acquisition-date fair value   (5,766)
Deferred financing costs (2,958) (1,997)
Net cash provided by financing activities 31,806 110,699
Net increase (decrease) in cash, cash equivalents and restricted cash (24,125) 34,016
Cash, cash equivalents and restricted cash at:    
Beginning of period 87,951 87,242
End of period 63,826 121,258
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets    
Cash and cash equivalents 63,483 120,915
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 $ 63,826 $ 121,258
Supplemental disclosure of cash flow information:    
Interest paid 3,781 3,015
Supplemental disclosure of non-cash investing and financing activities:    
Property and equipment in accounts payable and accrued liabilities 114 1,113
Term Loan    
Cash flows from financing activities:    
Gross borrowings   5,000
Revolving Loan    
Cash flows from financing activities:    
Gross borrowings   $ 15,788
Paycheck Protection Program    
Cash flows from financing activities:    
Gross borrowings $ 6,652  
v3.20.2
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2020
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, 2019 filed with the SEC on March 16, 2020, or the Annual Report. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, 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. Although the Company expects its operating expenses will begin to decrease with the implementation of the organizational efficiency initiative announced on November 7, 2019, and other measures introduced as announced in the Company’s filing on Form 8-K on April 7, 2020, the Company 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. 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 continuation of the Company as a going concern is dependent upon many factors including liquidity and the ability to raise capital.

 

During the nine months ended September 30, 2020, the Company sold 37,000 shares of its common stock under the At-The-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated, or Stifel, as sales agent pursuant to which the Company may sell, from time to time, through Stifel, shares of common stock having an aggregate gross offering price of up to $50.0 million. The sales of common stock resulted in net proceeds after commissions of approximately $0.3 million.

 

On March 11, 2020, the Company entered into a facility agreement with Deerfield Partners, L.P., issuing $60.0 million in principal amount of 4.0% unsecured and subordinated convertible notes upon the terms and conditions set forth in the facility agreement. Further on May 11, 2020, the Company amended certain credit agreements with Midcap Financial Trust pursuant to which the Company repaid certain amounts of its existing indebtedness. See Note 10 – Debt for further discussion.

As of September 30, 2020, the Company had cash and cash equivalents of $63.5 million. The Company believes that its cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months. 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.

 

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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendment modifies, removes, and adds certain disclosure requirements on fair value measurements. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption was permitted. The Company adopted the applicable amendments within ASU 2018-13 prospectively in the first quarter of 2020 and there was no material impact on its condensed consolidated financial statements from the adoption.

 

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendment. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption was permitted. The Company adopted ASU 2018-15 prospectively in the first quarter of 2020 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.

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 is permitted. The Company is currently evaluating the impact that adoption of the standard 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 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 during the three months ended June 30, 2020 and continued to harm the Company’s revenues during the three months ended September 30, 2020. While some states have lifted certain restrictions on non-emergency procedures during the three months ended September 30, 2020, the Company will likely continue to experience future harm to its revenues while existing or new restrictions remain in place.

 

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.

v3.20.2
Restructuring
9 Months Ended
Sep. 30, 2020
Restructuring And Related Activities [Abstract]  
Restructuring

2.

Restructuring

 

On November 7, 2019, the Company announced an organizational efficiency initiative, or the Plan, designed to reduce spending and simplify operations. Under the Plan, the Company is implementing numerous initiatives to reduce spending, including closing the Santa Clara offices of miraDry, Inc. and consolidating a number of business support services via a shared services organization at the Company’s Santa Barbara headquarters.

 

Under the Plan, the Company intends to reduce its workforce by terminating approximately 70 employees. The Company expects to incur total charges of approximately $2.5 million in connection with one-time employee termination costs, retention costs and other benefits. In addition, the Company expects to incur estimated charges of approximately $0.5 million related to duplicate operating costs and other associated costs. In total, the Plan is estimated to cost approximately $3.0 million, excluding non-cash charges, with related cash payments expected to be substantially paid out with cash on hand by the end of 2020.

 

The following table details the amount of the liabilities related to the Plan included in "Accrued and other current liabilities" in the condensed consolidated balance sheet as of September 30, 2020 (amounts in thousands):

 

 

 

Severance costs

 

 

Other associated costs

 

 

Duplicate operating costs

 

Balance at December 31, 2019

 

$

894

 

 

$

 

 

$

 

Costs charged to expense

 

 

1,467

 

 

 

208

 

 

 

174

 

Costs paid or otherwise settled

 

 

(1,995

)

 

 

(208

)

 

 

(174

)

Balance at September 30, 2020

 

$

366

 

 

$

 

 

$

 

 

The following table details the charges by reportable segment, recorded in "Restructuring" under operating expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2020 (amounts in thousands):

 

 

 

Year Ended

 

 

Nine Months Ended

 

 

Cumulative Restructuring

 

 

 

December 31, 2019

 

 

September 30, 2020

 

 

Charges

 

Breast Products

 

$

499

 

 

$

389

 

 

$

888

 

miraDry

 

 

584

 

 

 

1,460

 

 

 

2,044

 

Total

 

$

1,083

 

 

$

1,849

 

 

$

2,932

 

 

The Company anticipates incurring approximately $0.1 million of additional restructuring costs during the remainder of 2020 attributable to the miraDry segment. As the development of the Plan is completed, the Company will update its costs by reportable segment as needed.

v3.20.2
Revenue
9 Months Ended
Sep. 30, 2020
Revenue From Contract With Customer [Abstract]  
Revenue

3.Revenue

Revenue Recognition

The Company generates revenue primarily through the sale and delivery of promised goods or services to customers and recognizes revenue when control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

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 and deliverables under certain marketing programs. Other deliverables may be promised but are ancillary and insignificant in the context of the contract as a whole. 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. Revenue for service warranties are recognized ratably over the term of the agreements, and revenue related to marketing program deliverables are recognized upon delivery of the marketing product or performance of the service.

The liability for unsatisfied performance obligations under the service warranty and deliverables under certain marketing programs as of September 30, 2020 were as follows:

 

 

Nine Months Ended September 30,

 

 

 

2020

 

Balance as of December 31, 2019

 

$

2,089

 

Additions and adjustments

 

 

2,077

 

Revenue recognized

 

 

(1,389

)

Balance as of September 30, 2020

 

$

2,777

 

 

v3.20.2
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2020
Financial Instruments Owned At Fair Value [Abstract]  
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, 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 5. The fair value of debt is based on the amount of future cash flows associated with the instrument discounted using the Company’s estimated market rate. As of September 30, 2020, the carrying value of the long-term debt and convertible note was not materially different from the fair value.

v3.20.2
Fair Value Measurements
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
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.

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 of September 30, 2020, the fair value of the warrants was immaterial as a result of the decline in the Company’s stock price.

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 20.0%. 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. During the nine months ended September 30, 2020, the total change in the fair value of contingent consideration was $0.1 million and no settlements were recorded.

Convertible note conversion feature

The Company assesses on a quarterly basis the fair value of the conversion feature related to the convertible note due in 2025. The conversion feature was bifurcated and recorded as a derivative liability on the condensed consolidated balance sheet 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. During the three months ended September 30, 2020, the change in the fair value of the derivative liability was a decrease of $10.1 million. During the nine months ended September 30, 2020, the change in the fair value of the derivative liability was an increase of $8.4 million. No settlements were recorded.

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands):

 

 

 

Fair Value Measurements as of

 

 

 

September 30, 2020 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability for contingent consideration

 

$

 

 

 

 

 

 

6,959

 

 

 

6,959

 

Liability for convertible note conversion feature

 

 

 

 

 

 

 

 

24,520

 

 

 

24,520

 

 

 

$

 

 

 

 

 

 

31,479

 

 

 

31,479

 

 

 

 

Fair Value Measurements as of

 

 

 

December 31, 2019 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability for common stock warrants

 

$

 

 

 

 

 

 

38

 

 

 

38

 

Liability for contingent consideration

 

 

 

 

 

 

 

 

6,891

 

 

 

6,891

 

 

 

$

 

 

 

 

 

 

6,929

 

 

 

6,929

 

 

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 sheet. The liability for the conversion feature related to the convertible note is included in “derivative liability” in the condensed consolidated balance sheet.

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.

 

v3.20.2
Product Warranties
9 Months Ended
Sep. 30, 2020
Product Warranties Disclosures [Abstract]  
Product Warranties

6.

Product Warranties

The Company offers a product replacement and limited warranty program for the Company’s silicone gel breast implants, and a product warranty for the Company’s miraDry Systems and consumable bioTips. For silicone gel breast implant surgeries occurring prior to May 1, 2018, the Company provides lifetime replacement implants and up to $3,600 in financial assistance for revision surgeries, for covered rupture events that occur within ten years of the surgery date. The Company introduced its Platinum20 Limited Warranty Program in May 2018, covering OPUS silicone gel breast implants implanted in the United States or Puerto Rico on or after May 1, 2018. The Company considers the program to have an assurance warranty component and a service warranty component. The service warranty component is discussed in Note 3 above. The assurance component is primarily related to the lifetime no-charge contralateral replacement implants and up to $5,000 in financial assistance for revision surgeries, for covered rupture events that occur within twenty years of the surgery date.  Under the miraDry warranty, the Company provides a standard product warranty for the miraDry System and bioTips, which the Company considers an assurance-type warranty.

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

 

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

Balance as of January 1

 

$

1,562

 

 

$

1,395

 

Warranty costs incurred during the period

 

 

(501

)

 

 

(492

)

Changes in accrual related to warranties issued during the period

 

 

717

 

 

 

820

 

Changes in accrual related to pre-existing warranties

 

 

(6

)

 

 

23

 

Balance as of September 30

 

$

1,772

 

 

$

1,746

 

 

 

v3.20.2
Net Loss Per Share
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
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 September 30,

 

 

Nine Months Ended September 30,

 

 

 

2020

 

2019

 

 

2020

 

 

2019

 

Net loss (in thousands)

 

$

(5,821

)

 

$

(22,433

)

 

$

(68,710

)

 

$

(86,571

)

Weighted average common shares outstanding, basic and diluted

 

 

50,394,858

 

 

 

49,401,094

 

 

 

50,155,623

 

 

 

37,671,215

 

Net loss per share attributable to common stockholders

 

$

(0.12

)

 

$

(0.45

)

 

$

(1.37

)

 

$

(2.30

)

 

The Company excluded the following potentially dilutive securities, outstanding as of September 30, 2020 and 2019, from the computation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2020 and 2019 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods.

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

Stock options to purchase common stock

 

 

1,571,375

 

 

 

2,036,027

 

Warrants for the purchase of common stock

 

 

27,264

 

 

 

47,710

 

Equity contingent consideration

 

 

607,442

 

 

 

 

Stock issuable upon conversion of convertible note

 

 

19,733,352

 

 

 

 

 

 

 

21,939,433

 

 

 

2,083,737

 

 

 

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 and nine months ended September 30, 2020 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.

v3.20.2
Balance Sheet Components
9 Months Ended
Sep. 30, 2020
Balance Sheet Related Disclosures [Abstract]  
Balance Sheet Components

8.

Balance Sheet Components

 

a.

Inventories

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Raw materials

 

$

6,767

 

 

$

8,095

 

Work in progress

 

 

9,356

 

 

 

5,543

 

Finished goods

 

 

28,809

 

 

 

23,893

 

Finished goods - right of return

 

 

3,535

 

 

 

2,081

 

 

 

$

48,467

 

 

$

39,612

 

 

 

b.

Property and Equipment

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Leasehold improvements

 

$

2,857

 

 

$

2,841

 

Manufacturing equipment and toolings

 

 

9,037

 

 

 

8,175

 

Computer equipment

 

 

2,375

 

 

 

1,250

 

Software

 

 

3,056

 

 

 

2,602

 

Office equipment

 

 

167

 

 

 

111

 

Furniture and fixtures

 

 

1,192

 

 

 

1,144

 

 

 

 

18,684

 

 

 

16,123

 

Less accumulated depreciation

 

 

(5,942

)

 

 

(3,809

)

 

 

$

12,742

 

 

$

12,314

 

 

Depreciation expense for the three months ended September 30, 2020 and 2019 was $1.0 million and $0.3 million, respectively. Depreciation expense for the nine months ended September 30, 2020 and 2019 was $1.8 million and $0.9 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 1st and whenever circumstances suggest that goodwill may be impaired.

The changes in the carrying amount of goodwill during the nine months ended September 30, 2020 and the year ended December 31, 2019 were as follows (in thousands):

 

 

 

Breast Products

 

 

miraDry

 

 

Total

 

Balances as of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

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 September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

23,480

 

 

 

7,629

 

 

 

31,109

 

Accumulated impairment losses

 

 

(14,278

)

 

 

(7,629

)

 

 

(21,907

)

Goodwill, net

 

$

9,202

 

 

$

 

 

$

9,202

 

 

In the first quarter of 2020, the Company noted a decline in actual and forecasted earnings for the miraDry reporting unit due to the impacts and uncertainty surrounding the COVID-19 pandemic. As a result, the Company performed a test of recoverability by comparing the carrying value of the reporting unit to the future undiscounted cash flows the reporting unit is expected to generate. As the future undiscounted cash flows attributable to the asset group were less than the carrying value, the Company performed a quantitative analysis to compare the fair value of the intangible assets in the reporting unit to their carrying amount.

 

The Company’s fair value analysis of intangible assets utilizes methods under various income approaches. The Company values its customer relationships using an excess earnings method, which assumes the value of the asset is the discounted future cash flows derived from existing customers and requires the use of customer attrition rates and discount rates to determine the estimated fair value. The future revenues and free cash flow from existing customers are determined based upon actual results giving effect to management’s expected changes in operating results in future years. The attrition rate is based on average historical levels of customer attrition and the discount rate is based upon market participant assumptions using a defined peer group. Tradenames and developed technology are valued using a relief from royalty method, which assumes the value of the asset is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the asset and instead licensed the asset from another company. This method requires the use of royalty rates which are determined based on comparable third-party license agreements involving similar assets and discount rates similar to the above to determine the estimated fair value.

After performing the impairment analysis as of March 31, 2020, the Company determined that the carrying values of all of the intangible assets in the miraDry reporting unit exceeded their estimated fair values. Consequently, the Company recorded total non-cash impairment charges of $1.1 million for trade names, $1.4 million for developed technology, and $3.9 million for customer relationships within impairment in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2020. As of September 30, 2020, the remaining carrying value of the intangible assets are entirely associated with the Breast Products segment.

 

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

 

 

 

Average

 

 

 

 

 

 

Amortization

 

 

September 30, 2020

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

10

 

 

$

4,940

 

 

$

(3,727

)

 

$

1,213

 

Trade names - finite life

 

 

12

 

 

 

800

 

 

 

(306

)

 

 

494

 

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

 

 

 

(678

)

 

 

7,562

 

Total definite-lived intangible assets

 

 

 

 

 

$

16,443

 

 

$

(7,174

)

 

$

9,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles with indefinite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names - indefinite life

 

 

 

 

450

 

 

 

 

 

 

450

 

Total indefinite-lived intangible assets

 

 

 

 

 

$

450

 

 

$

 

 

$

450

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

December 31, 2019

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

11

 

 

$

9,540

 

 

$

(3,846

)

 

$

5,694

 

Trade names - finite life

 

 

14

 

 

 

2,000

 

 

 

(292

)

 

 

1,708

 

Developed technology

 

 

13

 

 

 

1,500

 

 

 

(84

)

 

 

1,416

 

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

 

 

 

(118

)

 

 

8,122

 

Total definite-lived intangible assets

 

 

 

 

 

$

23,743

 

 

$

(6,803

)

 

$

16,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles with indefinite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names - indefinite life

 

 

 

 

450

 

 

 

 

 

 

450

 

Total indefinite-lived intangible assets

 

 

 

 

 

$

450

 

 

$

 

 

$

450

 

 

Amortization expense for the three months ended September 30, 2020 and 2019 was $0.3 million and $0.5 million, respectively. Amortization expense for the nine months ended September 30, 2020 and 2019 was $1.2 million and $1.7 million, respectively. The following table summarizes the estimated amortization expense relating to the Company's definite-lived intangible assets as of September 30, 2020 (in thousands):

 

 

 

Amortization

 

Period

 

Expense

 

2020

 

$

332

 

2021

 

 

1,221

 

2022

 

 

1,163

 

2023

 

 

1,092

 

2024

 

 

948

 

Thereafter

 

 

4,513

 

 

 

$

9,269

 

 

 

d.

Accrued and Other Current Liabilities

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Payroll and related expenses

 

$

2,574

 

 

$

6,789

 

Accrued severance

 

 

980

 

 

 

894

 

Accrued commissions

 

 

5,335

 

 

 

4,984

 

Accrued manufacturing

 

 

835

 

 

 

2,616

 

Deferred and contingent consideration, current portion

 

 

6,931

 

 

 

6,830

 

Audit, consulting and legal fees

 

 

304

 

 

 

630

 

Accrued sales and marketing expenses

 

 

861

 

 

 

1,109

 

Lease liabilities

 

 

1,556

 

 

 

1,299

 

Other

 

 

7,303

 

 

 

7,400

 

 

 

$

26,679

 

 

$

32,551

 

v3.20.2
Leases
9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Leases

9.

Leases

 

The Company leases certain office space, warehouses, distribution facilities and office equipment. The Company determines if an arrangement contains a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset.

 

Operating and finance lease right-of-use, or ROU, assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. The Company determines its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short-term leases. The Company’s lease agreements generally do not contain material residual value guarantees or material restrictive covenants.

 

The Company’s leases of office space, warehouses and distribution facilities are treated as operating leases and often contain lease and non-lease components. The Company has elected to account for these lease and non-lease components separately. Non-lease components for these assets are primarily comprised of common-area maintenance, utilities, and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, and are recognized in operating expenses in the period in which the obligation for those payments was incurred. Lease cost for these operating leases is recognized on a straight-line basis over the lease term in operating expenses.

 

The Company’s leases of office equipment are accounted for as finance leases as they meet one or more of the five finance lease classification criteria. Lease cost for these finance leases is comprised of amortization of the ROU asset and interest expense which are recognized in operating expenses and other income (expense), net.

 

Components of lease expense were as follows:

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

September 30,

 

Lease Cost

 

Classification

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating lease cost

 

Operating expenses

 

$

428

 

 

$

389

 

 

$

1,270

 

 

$

1,155

 

Operating lease cost

 

Inventory

 

 

131

 

 

 

1,248

 

 

 

364

 

 

 

3,743

 

Total operating lease cost

 

 

 

$

559

 

 

$

1,637

 

 

$

1,634

 

 

$

4,898

 

Finance lease cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

Operating expenses

 

 

10

 

 

 

10

 

 

 

31

 

 

 

30

 

Amortization of right-of-use assets

 

Inventory

 

 

12

 

 

 

 

 

 

24

 

 

 

 

Interest on lease liabilities

 

Other income (expense), net

 

 

3

 

 

 

1

 

 

 

7

 

 

 

3

 

Total finance lease cost

 

 

 

$

25

 

 

$

11

 

 

$

62

 

 

$

33

 

Variable lease cost

 

Inventory

 

 

 

 

 

3,291

 

 

 

 

 

 

7,886

 

Total lease cost

 

 

 

$

584

 

 

$

4,939

 

 

$

1,696

 

 

$

12,817

 

 

Short-term lease expense for the three and nine months ended September 30, 2020 and 2019 was not material.

 

Supplemental cash flow information related to operating and finance leases for the nine months ended September 30, 2020 was as follows (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

Operating cash outflows from operating leases

 

$

1,337

 

 

$

4,605

 

Operating cash outflows from finance leases

 

 

61

 

 

 

33

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

 

 

Operating leases

 

$

1,242

 

 

$

24,779

 

Finance leases

 

 

157

 

 

 

117

 

 

Supplemental balance sheet information, as of September 30, 2020, related to operating and finance leases was as follows (in thousands, except lease term and discount rate):

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Reported as:

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Operating lease right-of-use assets

 

$

7,581

 

 

$

7,494

 

Finance lease right-of-use assets

 

 

180

 

 

 

78

 

Total right-of use assets

 

$

7,761

 

 

$

7,572

 

Accrued and other current liabilities

 

 

 

 

 

 

 

 

Operating lease liabilities

 

$

1,472

 

 

$

1,259

 

Finance lease liabilities

 

 

84

 

 

 

40

 

Warranty reserve and other long-term liabilities

 

 

 

 

 

 

 

 

Operating lease liabilities

 

 

6,358

 

 

 

6,434

 

Finance lease liabilities

 

 

97

 

 

 

35

 

Total lease liabilities

 

$

8,011

 

 

$

7,768

 

Weighted average remaining lease term (years)

 

 

 

 

 

 

 

 

Operating leases

 

 

5

 

 

 

5

 

Finance leases

 

 

2

 

 

 

2

 

Weighted average discount rate

 

 

 

 

 

 

 

 

Operating leases

 

 

7.73

%

 

 

7.45

%

Finance leases

 

 

6.18

%

 

 

4.06

%

 

As of September 30, 2020, maturities of the Company’s operating and finance lease liabilities are as follows (in thousands):

 

Period

 

Operating leases

 

 

Finance leases

 

 

Total

 

Remainder of 2020

 

$

527

 

 

$

24

 

 

$

551

 

2021

 

 

2,095

 

 

 

89

 

 

 

2,184

 

2022

 

 

1,920

 

 

 

53

 

 

 

1,973

 

2023

 

 

1,968

 

 

 

29

 

 

 

1,997

 

2024

 

 

1,507

 

 

 

1

 

 

 

1,508

 

2025 and thereafter

 

 

1,534

 

 

 

 

 

 

1,534

 

Total lease payments

 

$

9,551

 

 

$

196

 

 

$

9,747

 

Less imputed interest

 

 

1,721

 

 

 

15

 

 

 

1,736

 

Total operating lease liabilities

 

$

7,830

 

 

$

181

 

 

$

8,011

 

 

v3.20.2
Debt
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Debt

10.

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 provides 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 provides 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 in to the Second Amendment to Amended and Restated Credit and Security Agreement (Term Loan), by and among the Company, certain of the Company’s subsidiaries, the lenders party thereto and MidCap Financial Trust as agent (the “Term Amendment”). The Term Amendment provides 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 increases the tranche 3 commitment amount from $10.0 million to $15.0 million, extends 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 amends certain financial requirements including reducing the Company’s minimum unrestricted cash amount from $20.0 million to $5.0 million and amends certain minimum net revenue requirements. Further, the monthly minimum net revenue requirements were revised to be calculated on a trailing three-month basis.

 

As of September 30, 2020, there was $15.0 million of outstanding principal and $0.8 million of exit fee payable related to the term loans, reduced by unamortized debt issuance costs of $1.1 million included in “Long-term debt” and $0.7 million included in “Current portion of 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 in to the Second Amendment to Amended and Restated Credit and Security Agreement (Revolving Loan), by and among the Company, certain of the Company’s subsidiaries, the lenders party thereto and MidCap Financial Trust as agent (the “Revolving Amendment”).  The Revolving Amendment includes conforming changes to reflect the changes in the Term Amendment. In addition, the Revolving Amendment reduces the borrowing base by the portion of the eligible inventory previously included in the calculation.

 

As of September 30, 2020, there were no borrowings outstanding under the Revolving Loan. As of September 30, 2020, 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 September 30, 2020 and 2019 were $0.2 million and $0.1 million, respectively. The amortization of debt issuance costs on the term loan and revolving loan for the nine months ended September 30, 2020 and 2019 was $0.7 million and $0.2 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. The Company will pay interest in cash on the Note at 4.00% per annum, quarterly from July 1, 2020.

 

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 September 30, 2020, the fair value of the derivative liability was $24.5 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 September 30, 2020, the unamortized debt discount and issuance costs were $16.3 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 and nine months ended September 30, 2020, the amortization of the convertible debt discount and issuance costs were $0.7 million and $1.5 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 September 30, 2020, $5.8 million is recorded in “Long-term debt” and $0.8 million is recorded in “Current portion of 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 and Exit Fee Payments of Debt

 

The future schedule of principal and exit fee payments for all outstanding debt as of September 30, 2020 was as follows (in thousands):

 

Fiscal Year

 

 

 

 

Remainder of 2020

 

$

 

2021

 

 

5,409

 

2022

 

 

8,326

 

2023

 

 

5,000

 

2024

 

 

3,667

 

Thereafter

 

 

60,000

 

Total

 

$

82,402

 

 

v3.20.2
Stockholders' Equity
9 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stockholders' Equity

11.

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 September 30, 2020 and December 31, 2019, 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 and the warrants within Tranche B expired on August 1, 2020. As of September 30, 2020, there were warrants to purchase an aggregate of 27,264 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 September 30, 2020, a total of 2,544,816 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 September 30, 2020, inducement grants for 1,412,083 shares of common stock have been awarded, and 923,342 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, 2019

 

 

1,880,846

 

 

$

7.42

 

 

 

5.48

 

Exercised

 

 

(6,181

)

 

 

2.48

 

 

 

 

 

Forfeited

 

 

(313,347

)

 

 

7.92

 

 

 

 

 

Balances at September 30, 2020

 

 

1,561,318

 

 

$

7.34

 

 

 

4.49

 

 

 

For stock-based awards the Company recognizes compensation expense based on the grant date fair value using the Black-Scholes option valuation model. There was no stock-based compensation expense related to stock options for the three and nine months ended September 30, 2020. Stock-based compensation expense related to stock options was $0.1 million and $0.4 million for the three months ended September 30, 2019 and nine months ended September 30, 2019. As of September 30, 2020, there were also no unrecognized compensation costs related to stock options.

 

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.  

Activity related to RSUs is set forth below:

 

 

 

 

 

 

 

Weighted

average

 

 

 

Number

 

 

grant date

 

 

 

of shares

 

 

fair value

 

Balances at December 31, 2019

 

 

2,232,956

 

 

$

11.99

 

Granted

 

 

934,965

 

 

 

5.63

 

Vested

 

 

(921,964

)

 

 

10.45

 

Forfeited

 

 

(701,907

)

 

 

9.07

 

Balances at September 30, 2020

 

 

1,544,050

 

 

$

10.38

 

 

Stock-based compensation expense for RSUs for the three months ended September 30, 2020 and 2019 was $1.5 million and $2.8 million, respectively. Stock-based compensation expense for RSUs for the nine months ended September 30, 2020 and 2019 was $4.9 million and $8.9 million, respectively. As of September 30, 2020, there was $7.1 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 1.43 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 nine months ended September 30, 2020, employees purchased 203,728 shares of common stock at a weighted average price of $4.11 per share. As of September 30, 2020, the number of shares of common stock available for future issuance was 946,292.

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 and $0.2 million for the three months ended September 30, 2020 and 2019, respectively. Stock-based compensation expense related to the ESPP was $0.4 million and $0.5 million for the nine months ended September 30, 2020 and 2019, respectively.

 

f.

Significant Modifications

During the nine months ended September 30, 2020, there were no material modifications of equity awards. During the nine months ended September 30, 2019, the Company recognized $0.6 million in incremental compensation cost resulting from entering into a consulting agreement with two former employees that resulted in the modification of their existing equity awards.

v3.20.2
Income Taxes
9 Months Ended
Sep. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

12.

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 and nine months ended September 30, 2020 and 2019.

v3.20.2
Segment Information
9 Months Ended
Sep. 30, 2020
Segment Reporting [Abstract]  
Segment Information

13.

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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Breast Products

 

$

15,330

 

 

$

12,626

 

 

$

37,109

 

 

$

33,570

 

miraDry

 

 

3,887

 

 

 

9,786

 

 

 

11,488

 

 

 

26,919

 

Total net sales

 

$

19,217

 

 

$

22,412

 

 

$

48,597

 

 

$

60,489

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Loss from operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Breast Products

 

$

(9,304

)

 

$

(12,319

)

 

$

(30,683

)

 

$

(38,555

)

miraDry

 

 

(4,654

)

 

 

(9,141

)

 

 

(22,595

)

 

 

(45,722

)

Total loss from operations

 

$

(13,958

)

 

$

(21,460

)

 

$

(53,278

)

 

$

(84,277

)

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Assets

 

 

 

 

 

 

 

 

Breast Products

 

$

156,538

 

 

$

169,613

 

miraDry

 

 

21,266

 

 

 

34,791

 

Total assets

 

$

177,804

 

 

$

204,404

 

 

v3.20.2
Commitments and Contingencies
9 Months Ended
Sep. 30, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

14.

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 is still pending before the Court. 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. No response has been filed to the complaint at presented. 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.

v3.20.2
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2020
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, 2019 filed with the SEC on March 16, 2020, or the Annual Report. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, 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. Although the Company expects its operating expenses will begin to decrease with the implementation of the organizational efficiency initiative announced on November 7, 2019, and other measures introduced as announced in the Company’s filing on Form 8-K on April 7, 2020, the Company 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. 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 continuation of the Company as a going concern is dependent upon many factors including liquidity and the ability to raise capital.

 

During the nine months ended September 30, 2020, the Company sold 37,000 shares of its common stock under the At-The-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated, or Stifel, as sales agent pursuant to which the Company may sell, from time to time, through Stifel, shares of common stock having an aggregate gross offering price of up to $50.0 million. The sales of common stock resulted in net proceeds after commissions of approximately $0.3 million.

 

On March 11, 2020, the Company entered into a facility agreement with Deerfield Partners, L.P., issuing $60.0 million in principal amount of 4.0% unsecured and subordinated convertible notes upon the terms and conditions set forth in the facility agreement. Further on May 11, 2020, the Company amended certain credit agreements with Midcap Financial Trust pursuant to which the Company repaid certain amounts of its existing indebtedness. See Note 10 – Debt for further discussion.

As of September 30, 2020, the Company had cash and cash equivalents of $63.5 million. The Company believes that its cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months. 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.

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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendment modifies, removes, and adds certain disclosure requirements on fair value measurements. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption was permitted. The Company adopted the applicable amendments within ASU 2018-13 prospectively in the first quarter of 2020 and there was no material impact on its condensed consolidated financial statements from the adoption.

 

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendment. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption was permitted. The Company adopted ASU 2018-15 prospectively in the first quarter of 2020 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.

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 is permitted. The Company is currently evaluating the impact that adoption of the standard 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 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 during the three months ended June 30, 2020 and continued to harm the Company’s revenues during the three months ended September 30, 2020. While some states have lifted certain restrictions on non-emergency procedures during the three months ended September 30, 2020, the Company will likely continue to experience future harm to its revenues while existing or new restrictions remain in place.

 

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

Revenue Recognition

The Company generates revenue primarily through the sale and delivery of promised goods or services to customers and recognizes revenue when control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

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 and deliverables under certain marketing programs. Other deliverables may be promised but are ancillary and insignificant in the context of the contract as a whole. 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. Revenue for service warranties are recognized ratably over the term of the agreements, and revenue related to marketing program deliverables are recognized upon delivery of the marketing product or performance of the service.

The liability for unsatisfied performance obligations under the service warranty and deliverables under certain marketing programs as of September 30, 2020 were as follows:

 

 

Nine Months Ended September 30,

 

 

 

2020

 

Balance as of December 31, 2019

 

$

2,089

 

Additions and adjustments

 

 

2,077

 

Revenue recognized

 

 

(1,389

)

Balance as of September 30, 2020

 

$

2,777

 

 

Leases Leases

The Company leases certain office space, warehouses, distribution facilities and office equipment. The Company determines if an arrangement contains a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset.

 

Operating and finance lease right-of-use, or ROU, assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. The Company determines its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short-term leases. The Company’s lease agreements generally do not contain material residual value guarantees or material restrictive covenants.

 

The Company’s leases of office space, warehouses and distribution facilities are treated as operating leases and often contain lease and non-lease components. The Company has elected to account for these lease and non-lease components separately. Non-lease components for these assets are primarily comprised of common-area maintenance, utilities, and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, and are recognized in operating expenses in the period in which the obligation for those payments was incurred. Lease cost for these operating leases is recognized on a straight-line basis over the lease term in operating expenses.

 

The Company’s leases of office equipment are accounted for as finance leases as they meet one or more of the five finance lease classification criteria. Lease cost for these finance leases is comprised of amortization of the ROU asset and interest expense which are recognized in operating expenses and other income (expense), net.

v3.20.2
Restructuring (Tables)
9 Months Ended
Sep. 30, 2020
Restructuring And Related Activities [Abstract]  
Summary of Liabilities Related to Plan Included in Accrued and Other Current Liabilities in Condensed Consolidated Balance Sheet

The following table details the amount of the liabilities related to the Plan included in "Accrued and other current liabilities" in the condensed consolidated balance sheet as of September 30, 2020 (amounts in thousands):

 

 

 

Severance costs

 

 

Other associated costs

 

 

Duplicate operating costs

 

Balance at December 31, 2019

 

$

894

 

 

$

 

 

$

 

Costs charged to expense

 

 

1,467

 

 

 

208

 

 

 

174

 

Costs paid or otherwise settled

 

 

(1,995

)

 

 

(208

)

 

 

(174

)

Balance at September 30, 2020

 

$

366

 

 

$

 

 

$

 

Schedule of Charges by Reportable Segment, Recorded in Restructuring Costs Under Operating Expenses in Condensed Consolidated Statements of Operations The following table details the charges by reportable segment, recorded in "Restructuring" under operating expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2020 (amounts in thousands):

 

 

 

Year Ended

 

 

Nine Months Ended

 

 

Cumulative Restructuring

 

 

 

December 31, 2019

 

 

September 30, 2020

 

 

Charges

 

Breast Products

 

$

499

 

 

$

389

 

 

$

888

 

miraDry

 

 

584

 

 

 

1,460

 

 

 

2,044

 

Total

 

$

1,083

 

 

$

1,849

 

 

$

2,932

 

 

v3.20.2
Revenue (Tables)
9 Months Ended
Sep. 30, 2020
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 and deliverables under certain marketing programs as of September 30, 2020 were as follows:

 

 

Nine Months Ended September 30,

 

 

 

2020

 

Balance as of December 31, 2019

 

$

2,089

 

Additions and adjustments

 

 

2,077

 

Revenue recognized

 

 

(1,389

)

Balance as of September 30, 2020

 

$

2,777

 

v3.20.2
Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
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 September 30, 2020 and December 31, 2019 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands):

 

 

 

Fair Value Measurements as of

 

 

 

September 30, 2020 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability for contingent consideration

 

$

 

 

 

 

 

 

6,959

 

 

 

6,959

 

Liability for convertible note conversion feature

 

 

 

 

 

 

 

 

24,520

 

 

 

24,520

 

 

 

$

 

 

 

 

 

 

31,479

 

 

 

31,479

 

 

 

 

Fair Value Measurements as of

 

 

 

December 31, 2019 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability for common stock warrants

 

$

 

 

 

 

 

 

38

 

 

 

38

 

Liability for contingent consideration

 

 

 

 

 

 

 

 

6,891

 

 

 

6,891

 

 

 

$

 

 

 

 

 

 

6,929

 

 

 

6,929

 

v3.20.2
Product Warranties (Tables)
9 Months Ended
Sep. 30, 2020
Product Warranties Disclosures [Abstract]  
Schedule of rollforward of the accrued warranties

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

 

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

Balance as of January 1

 

$

1,562

 

 

$

1,395

 

Warranty costs incurred during the period

 

 

(501

)

 

 

(492

)

Changes in accrual related to warranties issued during the period

 

 

717

 

 

 

820

 

Changes in accrual related to pre-existing warranties

 

 

(6

)

 

 

23

 

Balance as of September 30

 

$

1,772

 

 

$

1,746

 

v3.20.2
Net Loss Per Share (Tables)
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Schedule of net loss per share, basic and diluted

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2020

 

2019

 

 

2020

 

 

2019

 

Net loss (in thousands)

 

$

(5,821

)

 

$

(22,433

)

 

$

(68,710

)

 

$

(86,571

)

Weighted average common shares outstanding, basic and diluted

 

 

50,394,858

 

 

 

49,401,094

 

 

 

50,155,623

 

 

 

37,671,215

 

Net loss per share attributable to common stockholders

 

$

(0.12

)

 

$

(0.45

)

 

$

(1.37

)

 

$

(2.30

)

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 September 30, 2020 and 2019, from the computation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2020 and 2019 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods.

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

Stock options to purchase common stock

 

 

1,571,375

 

 

 

2,036,027

 

Warrants for the purchase of common stock

 

 

27,264

 

 

 

47,710

 

Equity contingent consideration

 

 

607,442

 

 

 

 

Stock issuable upon conversion of convertible note

 

 

19,733,352

 

 

 

 

 

 

 

21,939,433

 

 

 

2,083,737

 

v3.20.2
Balance Sheet Components (Tables)
9 Months Ended
Sep. 30, 2020
Balance Sheet Related Disclosures [Abstract]  
Schedule of inventories, net

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Raw materials

 

$

6,767

 

 

$

8,095

 

Work in progress

 

 

9,356

 

 

 

5,543

 

Finished goods

 

 

28,809

 

 

 

23,893

 

Finished goods - right of return

 

 

3,535

 

 

 

2,081

 

 

 

$

48,467

 

 

$

39,612

 

Schedule of property and equipment, net

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Leasehold improvements

 

$

2,857

 

 

$

2,841

 

Manufacturing equipment and toolings

 

 

9,037

 

 

 

8,175

 

Computer equipment

 

 

2,375

 

 

 

1,250

 

Software

 

 

3,056

 

 

 

2,602

 

Office equipment

 

 

167

 

 

 

111

 

Furniture and fixtures

 

 

1,192

 

 

 

1,144

 

 

 

 

18,684

 

 

 

16,123

 

Less accumulated depreciation

 

 

(5,942

)

 

 

(3,809

)

 

 

$

12,742

 

 

$

12,314

 

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill during the nine months ended September 30, 2020 and the year ended December 31, 2019 were as follows (in thousands):

 

 

 

Breast Products

 

 

miraDry

 

 

Total

 

Balances as of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

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 September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

September 30, 2020

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

10

 

 

$

4,940

 

 

$

(3,727

)

 

$

1,213

 

Trade names - finite life

 

 

12

 

 

 

800

 

 

 

(306

)

 

 

494

 

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

 

 

 

(678

)

 

 

7,562

 

Total definite-lived intangible assets

 

 

 

 

 

$

16,443

 

 

$

(7,174

)

 

$

9,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles with indefinite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names - indefinite life

 

 

 

 

450

 

 

 

 

 

 

450

 

Total indefinite-lived intangible assets

 

 

 

 

 

$

450

 

 

$

 

 

$

450

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

December 31, 2019

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

11

 

 

$

9,540

 

 

$

(3,846

)

 

$

5,694

 

Trade names - finite life

 

 

14

 

 

 

2,000

 

 

 

(292

)

 

 

1,708

 

Developed technology

 

 

13

 

 

 

1,500

 

 

 

(84

)

 

 

1,416

 

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

 

 

 

(118

)

 

 

8,122

 

Total definite-lived intangible assets

 

 

 

 

 

$

23,743

 

 

$

(6,803

)

 

$

16,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 September 30, 2020 (in thousands):

 

 

 

Amortization

 

Period

 

Expense

 

2020

 

$

332

 

2021

 

 

1,221

 

2022

 

 

1,163

 

2023

 

 

1,092

 

2024

 

 

948

 

Thereafter

 

 

4,513

 

 

 

$

9,269

 

Schedule of accrued and other current liabilities

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Payroll and related expenses

 

$

2,574

 

 

$

6,789

 

Accrued severance

 

 

980

 

 

 

894

 

Accrued commissions

 

 

5,335

 

 

 

4,984

 

Accrued manufacturing

 

 

835

 

 

 

2,616

 

Deferred and contingent consideration, current portion

 

 

6,931

 

 

 

6,830

 

Audit, consulting and legal fees

 

 

304

 

 

 

630

 

Accrued sales and marketing expenses

 

 

861

 

 

 

1,109

 

Lease liabilities

 

 

1,556

 

 

 

1,299

 

Other

 

 

7,303

 

 

 

7,400

 

 

 

$

26,679

 

 

$

32,551

 

v3.20.2
Leases (Tables)
9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Components of Lease Expense

 

Components of lease expense were as follows:

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

September 30,

 

Lease Cost

 

Classification

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating lease cost

 

Operating expenses

 

$

428

 

 

$

389

 

 

$

1,270

 

 

$

1,155

 

Operating lease cost

 

Inventory

 

 

131

 

 

 

1,248

 

 

 

364

 

 

 

3,743

 

Total operating lease cost

 

 

 

$

559

 

 

$

1,637

 

 

$

1,634

 

 

$

4,898

 

Finance lease cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

Operating expenses

 

 

10

 

 

 

10

 

 

 

31

 

 

 

30

 

Amortization of right-of-use assets

 

Inventory

 

 

12

 

 

 

 

 

 

24

 

 

 

 

Interest on lease liabilities

 

Other income (expense), net

 

 

3

 

 

 

1

 

 

 

7

 

 

 

3

 

Total finance lease cost

 

 

 

$

25

 

 

$

11

 

 

$

62

 

 

$

33

 

Variable lease cost

 

Inventory

 

 

 

 

 

3,291

 

 

 

 

 

 

7,886

 

Total lease cost

 

 

 

$

584

 

 

$

4,939

 

 

$

1,696

 

 

$

12,817

 

 

Supplemental Cash Flow Information Related to Operating and Finance Leases

 

Supplemental cash flow information related to operating and finance leases for the nine months ended September 30, 2020 was as follows (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

Operating cash outflows from operating leases

 

$

1,337

 

 

$

4,605

 

Operating cash outflows from finance leases

 

 

61

 

 

 

33

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

 

 

Operating leases

 

$

1,242

 

 

$

24,779

 

Finance leases

 

 

157

 

 

 

117

 

Supplemental Balance Sheet Information Related to Operating and Finance Leases

 

Supplemental balance sheet information, as of September 30, 2020, related to operating and finance leases was as follows (in thousands, except lease term and discount rate):

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Reported as:

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Operating lease right-of-use assets

 

$

7,581

 

 

$

7,494

 

Finance lease right-of-use assets

 

 

180

 

 

 

78

 

Total right-of use assets

 

$

7,761

 

 

$

7,572

 

Accrued and other current liabilities

 

 

 

 

 

 

 

 

Operating lease liabilities

 

$

1,472

 

 

$

1,259

 

Finance lease liabilities

 

 

84

 

 

 

40

 

Warranty reserve and other long-term liabilities

 

 

 

 

 

 

 

 

Operating lease liabilities

 

 

6,358

 

 

 

6,434

 

Finance lease liabilities

 

 

97

 

 

 

35

 

Total lease liabilities

 

$

8,011

 

 

$

7,768

 

Weighted average remaining lease term (years)

 

 

 

 

 

 

 

 

Operating leases

 

 

5

 

 

 

5

 

Finance leases

 

 

2

 

 

 

2

 

Weighted average discount rate

 

 

 

 

 

 

 

 

Operating leases

 

 

7.73

%

 

 

7.45

%

Finance leases

 

 

6.18

%

 

 

4.06

%

Maturities of Operating and Finance Lease Liabilities

 

As of September 30, 2020, maturities of the Company’s operating and finance lease liabilities are as follows (in thousands):

 

Period

 

Operating leases

 

 

Finance leases

 

 

Total

 

Remainder of 2020

 

$

527

 

 

$

24

 

 

$

551

 

2021

 

 

2,095

 

 

 

89

 

 

 

2,184

 

2022

 

 

1,920

 

 

 

53

 

 

 

1,973

 

2023

 

 

1,968

 

 

 

29

 

 

 

1,997

 

2024

 

 

1,507

 

 

 

1

 

 

 

1,508

 

2025 and thereafter

 

 

1,534

 

 

 

 

 

 

1,534

 

Total lease payments

 

$

9,551

 

 

$

196

 

 

$

9,747

 

Less imputed interest

 

 

1,721

 

 

 

15

 

 

 

1,736

 

Total operating lease liabilities

 

$

7,830

 

 

$

181

 

 

$

8,011

 

 

v3.20.2
Debt (Tables)
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Schedule of Future Principal and Exit Fee Payments for Outstanding Debt

The future schedule of principal and exit fee payments for all outstanding debt as of September 30, 2020 was as follows (in thousands):

 

Fiscal Year

 

 

 

 

Remainder of 2020

 

$

 

2021

 

 

5,409

 

2022

 

 

8,326

 

2023

 

 

5,000

 

2024

 

 

3,667

 

Thereafter

 

 

60,000

 

Total

 

$

82,402

 

 

v3.20.2
Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2020
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, 2019

 

 

1,880,846

 

 

$

7.42

 

 

 

5.48

 

Exercised

 

 

(6,181

)

 

 

2.48

 

 

 

 

 

Forfeited

 

 

(313,347

)

 

 

7.92

 

 

 

 

 

Balances at September 30, 2020

 

 

1,561,318

 

 

$

7.34

 

 

 

4.49

 

 

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, 2019

 

 

2,232,956

 

 

$

11.99

 

Granted

 

 

934,965

 

 

 

5.63

 

Vested

 

 

(921,964

)

 

 

10.45

 

Forfeited

 

 

(701,907

)

 

 

9.07

 

Balances at September 30, 2020

 

 

1,544,050

 

 

$

10.38

 

 

v3.20.2
Segment Information (Tables)
9 Months Ended
Sep. 30, 2020
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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Breast Products

 

$

15,330

 

 

$

12,626

 

 

$

37,109

 

 

$

33,570

 

miraDry

 

 

3,887

 

 

 

9,786

 

 

 

11,488

 

 

 

26,919

 

Total net sales

 

$

19,217

 

 

$

22,412

 

 

$

48,597

 

 

$

60,489

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Loss from operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Breast Products

 

$

(9,304

)

 

$

(12,319

)

 

$

(30,683

)

 

$

(38,555

)

miraDry

 

 

(4,654

)

 

 

(9,141

)

 

 

(22,595

)

 

 

(45,722

)

Total loss from operations

 

$

(13,958

)

 

$

(21,460

)

 

$

(53,278

)

 

$

(84,277

)

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Assets

 

 

 

 

 

 

 

 

Breast Products

 

$

156,538

 

 

$

169,613

 

miraDry

 

 

21,266

 

 

 

34,791

 

Total assets

 

$

177,804

 

 

$

204,404

 

 

v3.20.2
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Mar. 11, 2020
Dec. 31, 2019
Summary Of Significant Accounting Policies [Line Items]        
Common stock, shares issued 50,507,635     49,612,907
Net proceeds from issuance of common stock $ 264 $ 107,734    
Cash and cash equivalents $ 63,483 $ 120,915   $ 87,608
Deerfield Facility Agreement        
Summary Of Significant Accounting Policies [Line Items]        
Debt instrument principal     $ 60,000  
Debt instrument interest rate     4.00%  
At-The-Market Equity Offering Sales Agreement        
Summary Of Significant Accounting Policies [Line Items]        
Common stock, shares issued 37,000      
Net proceeds from issuance of common stock $ 300      
At-The-Market Equity Offering Sales Agreement | Maximum        
Summary Of Significant Accounting Policies [Line Items]        
Aggregate gross offering price $ 50,000      
v3.20.2
Restructuring (Details)
$ in Millions
9 Months Ended
Nov. 07, 2019
USD ($)
Employee
Sep. 30, 2020
USD ($)
Restructuring Cost And Reserve [Line Items]    
Restructuring costs   $ 0.1
Organizational Efficiency Initiative    
Restructuring Cost And Reserve [Line Items]    
Restructuring and related, expected cost $ 3.0  
miraDry's Santa Clara    
Restructuring Cost And Reserve [Line Items]    
Restructuring and related activities, description Under the Plan, the Company intends to reduce its workforce by terminating approximately 70 employees.  
Restructuring charges estimated incur period | Employee 70  
One Time Employee Termination Costs Retention Costs And Other Benefits | Organizational Efficiency Initiative    
Restructuring Cost And Reserve [Line Items]    
Restructuring and related, expected cost $ 2.5  
Duplicate Operating Costs | Organizational Efficiency Initiative    
Restructuring Cost And Reserve [Line Items]    
Restructuring and related, expected cost $ 0.5  
v3.20.2
Restructuring - Summary of Liabilities Related to Plan Included in Accrued and Other Current Liabilities in Condensed Consolidated Balance Sheet (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 11 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Sep. 30, 2020
Dec. 31, 2019
Restructuring Cost And Reserve [Line Items]        
Costs charged to expense $ (386) $ 1,849 $ 2,932 $ 1,083
Severance Costs        
Restructuring Cost And Reserve [Line Items]        
Balance at December 31, 2019   894    
Costs charged to expense   1,467    
Costs paid or otherwise settled   (1,995)    
Balance at September 30, 2020 $ 366 366 $ 366 $ 894
Other Associated Costs        
Restructuring Cost And Reserve [Line Items]        
Costs charged to expense   208    
Costs paid or otherwise settled   (208)    
Duplicate Operating Costs        
Restructuring Cost And Reserve [Line Items]        
Costs charged to expense   174    
Costs paid or otherwise settled   $ (174)    
v3.20.2
Restructuring - Schedule of Charges by Reportable Segment, Recorded in Restructuring Costs Under Operating Expenses in Condensed Consolidated Statements of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 11 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Sep. 30, 2020
Dec. 31, 2019
Restructuring Cost And Reserve [Line Items]        
Restructuring $ (386) $ 1,849 $ 2,932 $ 1,083
Breast Products        
Restructuring Cost And Reserve [Line Items]        
Restructuring   389 888 499
miraDry        
Restructuring Cost And Reserve [Line Items]        
Restructuring   $ 1,460 $ 2,044 $ 584
v3.20.2
Revenue - Schedule of Liability for Unsatisfied Performance Obligations Under Service Warranty and Deliverables Under Certain Marketing Programs (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2020
USD ($)
Change In Contract With Customer Liability [Abstract]  
Balance as of December 31, 2019 $ 2,089
Additions and adjustments 2,077
Revenue recognized (1,389)
Balance as of September 30, 2020 $ 2,777
v3.20.2
Fair Value Measurements (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2020
USD ($)
Sep. 30, 2020
USD ($)
Fair Value Measurements    
Settlement in fair value   $ 0
Convertible Note Due Two Thousand Twenty Five    
Fair Value Measurements    
Fair value of derivative liability increase (decrease) $ (10,100,000) 8,400,000
Fair value settlement amount $ 0 0
Level 3 | Recurring | Contingent Consideration Liability    
Fair Value Measurements    
Change in fair value   $ 100,000
Estimated Dividend Yield    
Fair Value Measurements    
Measurement input 0 0
Measurement Input, Discount Rate | BIOCORNEUM | Future Royalty Payments    
Fair Value Measurements    
Fair value measurement discount rate   20.00%
Measurement Input, Discount Rate | miraDry | Future Milestone Payments    
Fair Value Measurements    
Fair value measurement discount rate   11.20%
v3.20.2
Fair Value Measurements - Schedule of Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Fair Value Measurements    
Fair value liability $ 31,479 $ 6,929
Warrants    
Fair Value Measurements    
Fair value liability   38
Contingent Consideration Liability    
Fair Value Measurements    
Fair value liability 6,959 6,891
Convertible Note    
Fair Value Measurements    
Fair value liability 24,520  
Level 3    
Fair Value Measurements    
Fair value liability 31,479 6,929
Level 3 | Warrants    
Fair Value Measurements    
Fair value liability   38
Level 3 | Contingent Consideration Liability    
Fair Value Measurements    
Fair value liability 6,959 $ 6,891
Level 3 | Convertible Note    
Fair Value Measurements    
Fair value liability $ 24,520  
v3.20.2
Product Warranties (Details) - USD ($)
9 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Sep. 30, 2019
Dec. 31, 2018
Product Warranty Liability [Line Items]        
Replacement implants and revision surgery financial assistance under limited warranty program $ 1,772,000 $ 1,562,000 $ 1,746,000 $ 1,395,000
Implants occurring prior to May 1, 2018        
Product Warranty Liability [Line Items]        
Period to claim financial assistance under limited warranty program 10 years      
Implants occurring prior to May 1, 2018 | Maximum        
Product Warranty Liability [Line Items]        
Replacement implants and revision surgery financial assistance under limited warranty program $ 3,600      
Implants occurring on or after May 1, 2018        
Product Warranty Liability [Line Items]        
Period to claim financial assistance under limited warranty program 20 years      
Implants occurring on or after May 1, 2018 | Maximum        
Product Warranty Liability [Line Items]        
Replacement implants and revision surgery financial assistance under limited warranty program $ 5,000      
v3.20.2
Product Warranties - Schedule of rollforward of the accrued warranties (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Product Warranties Disclosures [Abstract]    
Beginning Balance $ 1,562 $ 1,395
Warranty costs incurred during the period (501) (492)
Changes in accrual related to warranties issued during the period 717 820
Changes in accrual related to pre-existing warranties (6) 23
Ending Balance $ 1,772 $ 1,746
v3.20.2
Net Loss Per Share - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2020
Sep. 30, 2019
Earnings Per Share [Abstract]                
Net loss $ (5,821) $ (34,277) $ (28,612) $ (22,433) $ (37,654) $ (26,484) $ (68,710) $ (86,571)
Weighted average common shares outstanding, basic and diluted 50,394,858     49,401,094     50,155,623 37,671,215
Net loss per share attributable to common stockholders $ (0.12)     $ (0.45)     $ (1.37) $ (2.30)
v3.20.2
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Potentially dilutive securities    
Potentially dilutive securities 21,939,433 2,083,737
Stock options to purchase common stock    
Potentially dilutive securities    
Potentially dilutive securities 1,571,375 2,036,027
Warrants for the purchase of common stock    
Potentially dilutive securities    
Potentially dilutive securities 27,264 47,710
Equity contingent consideration    
Potentially dilutive securities    
Potentially dilutive securities 607,442  
Stock issuable upon conversion of convertible note    
Potentially dilutive securities    
Potentially dilutive securities 19,733,352  
v3.20.2
Balance Sheet Components (Inventories) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]    
Raw materials $ 6,767 $ 8,095
Work in progress 9,356 5,543
Finished goods 28,809 23,893
Finished goods - right of return 3,535 2,081
Inventory, net $ 48,467 $ 39,612
v3.20.2
Balance Sheet Components (PPE) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Property Plant And Equipment [Line Items]          
Property and equipment, gross $ 18,684   $ 18,684   $ 16,123
Less accumulated depreciation (5,942)   (5,942)   (3,809)
Property and equipment, net 12,742   12,742   12,314
Depreciation expense 1,000 $ 300 1,800 $ 900  
Leasehold improvements          
Property Plant And Equipment [Line Items]          
Property and equipment, gross 2,857   2,857   2,841
Manufacturing equipment and toolings          
Property Plant And Equipment [Line Items]          
Property and equipment, gross 9,037   9,037   8,175
Computer equipment          
Property Plant And Equipment [Line Items]          
Property and equipment, gross 2,375   2,375   1,250
Software          
Property Plant And Equipment [Line Items]          
Property and equipment, gross 3,056   3,056   2,602
Office equipment          
Property Plant And Equipment [Line Items]          
Property and equipment, gross 167   167   111
Furniture and fixtures          
Property Plant And Equipment [Line Items]          
Property and equipment, gross $ 1,192   $ 1,192   $ 1,144
v3.20.2
Balance Sheet Components - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
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)
v3.20.2
Balance Sheet Components (Goodwill and Other Intangible Assets) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Finite Lived Intangible Assets [Line Items]        
Non-cash impairment charges     $ 6,432 $ 12,674
Other intangible assets        
Amortization expense $ 300 $ 500 1,200 $ 1,700
Trade name        
Finite Lived Intangible Assets [Line Items]        
Non-cash impairment charges     1,100  
Developed technology        
Finite Lived Intangible Assets [Line Items]        
Non-cash impairment charges     1,400  
Customer relationships        
Finite Lived Intangible Assets [Line Items]        
Non-cash impairment charges     $ 3,900  
v3.20.2
Balance Sheet Components - Components of Other Intangible Assets (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Other intangible assets    
Gross Carrying Amount $ 16,443 $ 23,743
Accumulated Amortization (7,174) (6,803)
Intangible Assets, net 9,269 16,940
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 11 years
Gross Carrying Amount $ 4,940 $ 9,540
Accumulated Amortization (3,727) (3,846)
Intangible Assets, net $ 1,213 $ 5,694
Trade name    
Other intangible assets    
Average Amortization Period 12 years 14 years
Gross Carrying Amount $ 800 $ 2,000
Accumulated Amortization (306) (292)
Intangible Assets, net $ 494 $ 1,708
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 (678) (118)
Intangible Assets, net $ 7,562 $ 8,122
Developed technology    
Other intangible assets    
Average Amortization Period   13 years
Gross Carrying Amount   $ 1,500
Accumulated Amortization   (84)
Intangible Assets, net   $ 1,416
v3.20.2
Balance Sheet Components - Schedule of Estimated Amortization Expense (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
Estimated amortization expense  
2020 $ 332
2021 1,221
2022 1,163
2023 1,092
2024 948
Thereafter 4,513
Total amortization $ 9,269
v3.20.2
Balance Sheet Components (Accrued liabilities) (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Accrued and other current liabilities    
Payroll and related expenses $ 2,574 $ 6,789
Accrued severance 980 894
Accrued commissions 5,335 4,984
Accrued manufacturing 835 2,616
Deferred and contingent consideration, current portion 6,931 6,830
Audit, consulting and legal fees 304 630
Accrued sales and marketing expenses 861 1,109
Lease liabilities 1,556 1,299
Other 7,303 7,400
Total $ 26,679 $ 32,551
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] sien:AccruedAndOtherCurrentLiabilitiesMember sien:AccruedAndOtherCurrentLiabilitiesMember
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] sien:AccruedAndOtherCurrentLiabilitiesMember sien:AccruedAndOtherCurrentLiabilitiesMember
v3.20.2
Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Lessee Lease Description [Line Items]        
Total operating lease cost $ 559 $ 1,637 $ 1,634 $ 4,898
Finance lease cost        
Total finance lease cost 25 11 62 33
Total lease cost 584 4,939 1,696 12,817
Inventory        
Lessee Lease Description [Line Items]        
Total operating lease cost 131 1,248 364 3,743
Finance lease cost        
Amortization of right-of-use assets 12   24  
Variable lease cost   3,291   7,886
Operating Expenses        
Lessee Lease Description [Line Items]        
Total operating lease cost 428 389 1,270 1,155
Finance lease cost        
Amortization of right-of-use assets 10 10 31 30
Other Income (Expense), Net        
Finance lease cost        
Interest on lease liabilities $ 3 $ 1 $ 7 $ 3
v3.20.2
Leases - Supplemental Cash Flow Information Related to Operating and Finance Leases (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash outflows from operating leases $ 1,337 $ 4,605
Operating cash outflows from finance leases 61 33
Right-of-use assets obtained in exchange for lease obligations:    
Operating leases 1,242 24,779
Finance leases $ 157 $ 117
v3.20.2
Leases - Supplemental Balance Sheet Information Related to Operating and Finance Leases (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Assets And Liabilities Lessee [Abstract]    
Operating lease right-of-use assets $ 7,581 $ 7,494
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssetsMember us-gaap:OtherAssetsMember
Finance lease right-of-use assets $ 180 $ 78
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssetsMember us-gaap:OtherAssetsMember
Total right-of use assets $ 7,761 $ 7,572
Operating lease liabilities $ 1,472 $ 1,259
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] sien:AccruedAndOtherCurrentLiabilitiesMember sien:AccruedAndOtherCurrentLiabilitiesMember
Finance lease liabilities $ 84 $ 40
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] sien:AccruedAndOtherCurrentLiabilitiesMember sien:AccruedAndOtherCurrentLiabilitiesMember
Operating lease liabilities $ 6,358 $ 6,434
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] sien:WarrantyReserveAndOtherLongTermLiabilitiesMember sien:WarrantyReserveAndOtherLongTermLiabilitiesMember
Finance lease liabilities $ 97 $ 35
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] sien:WarrantyReserveAndOtherLongTermLiabilitiesMember sien:WarrantyReserveAndOtherLongTermLiabilitiesMember
Total lease liabilities $ 8,011 $ 7,768
Weighted average remaining lease term (years)    
Operating leases 5 years 5 years
Finance leases 2 years 2 years
Weighted average discount rate    
Operating leases 7.73% 7.45%
Finance leases 6.18% 4.06%
v3.20.2
Leases - Maturities of Operating and Finance Lease Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Operating Lease Liabilities, Payments Due [Abstract]    
Operating leases, Remainder of 2020 $ 527  
Operating leases, 2021 2,095  
Operating leases, 2022 1,920  
Operating leases, 2023 1,968  
Operating leases, 2024 1,507  
Operating leases, 2025 and thereafter 1,534  
Total operating lease payments 9,551  
Less imputed interest, Operating leases 1,721  
Total operating lease liabilities 7,830  
Finance Lease Liabilities, Payments, Due [Abstract]    
Finance leases, Remainder of 2020 24  
Finance leases, 2021 89  
Finance leases, 2022 53  
Finance leases, 2023 29  
Finance leases, 2024 1  
Total finance lease payments 196  
Less imputed interest, Finance leases 15  
Total finance lease liabilities 181  
Lessee Lease Liability Payments Due [Abstract]    
Remainder of 2020 551  
2021 2,184  
2022 1,973  
2023 1,997  
2024 1,508  
2025 and thereafter 1,534  
Total lease payments 9,747  
Less imputed interest 1,736  
Total lease liabilities $ 8,011 $ 7,768
v3.20.2
Debt (Details) - USD ($)
3 Months Ended 9 Months Ended
May 11, 2020
Apr. 20, 2020
Mar. 11, 2020
Nov. 07, 2019
Jul. 01, 2019
Jul. 25, 2017
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2020
Jul. 01, 2020
May 10, 2020
Dec. 31, 2019
Line Of Credit Facility [Line Items]                            
Term loan credit and security agreement entered date           Jul. 25, 2017                
Current portion of long-term debt             $ 928,000   $ 928,000         $ 6,508,000
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             24,520,000   24,520,000          
Amortization of debt issuance costs and discounts                 3,430,000 $ 223,000        
Long-term debt             63,330,000   $ 63,330,000         $ 38,248,000
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                        
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]                            
Current portion of long-term debt             800,000   $ 800,000          
Long-term debt             5,800,000   5,800,000          
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         $ 35,000,000                  
Debt maturity date         Jul. 01, 2024                  
Exit fee percentage to aggregate amount of all term loans funded         5.00%                  
Loan amount outstanding             15,000,000.0   15,000,000.0          
Line of credit exit fee payable                 800,000          
Unamortized debt issuance costs             1,100,000   1,100,000          
Current portion of long-term debt             700,000   700,000          
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%                  
Restated Term Loan Agreement | Scenario, Forecast                            
Line Of Credit Facility [Line Items]                            
Line of credit facility, remaining borrowing capacity                     $ 10,000,000.0      
Additional Term Loan                            
Line Of Credit Facility [Line Items]                            
Line of credit facility, remaining borrowing capacity         $ 5,000,000                  
Minimum revenue required to satisfy additional term loan facility         $ 100,000,000.0                  
Additional Term Loan | Scenario, Forecast                            
Line Of Credit Facility [Line Items]                            
Line of credit facility, remaining borrowing capacity                     $ 15,000,000.0      
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 Credit Agreement                            
Line Of Credit Facility [Line Items]                            
Debt maturity date         Jul. 01, 2024                  
Loan amount outstanding             0   0          
Borrowing base of accounts receivable (as a percent)         85.00%                  
Revolving Credit Agreement | Maximum                            
Line Of Credit Facility [Line Items]                            
Loan amount outstanding         $ 10,000,000.0                  
Revolving Credit Agreement | Other Assets                            
Line Of Credit Facility [Line Items]                            
Unamortized debt issuance costs             100,000   100,000          
Revolving Credit Agreement | 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 $ 700,000 $ 200,000        
Deerfield Facility Agreement                            
Line Of Credit Facility [Line Items]                            
Debt instrument interest rate     4.00%                      
Debt instrument principal     $ 60,000,000.0                      
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                      
Convertible note issued     $ 60,000,000.0                      
Debt instrument interest rate     4.00%       12.00%   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     $ 4.10                      
Debt instrument principal     $ 60,000,000.0                      
Embedded derivative liability             $ 16,100,000   $ 16,100,000          
Fair value of derivative liability             24,500,000   24,500,000          
Debt discount on initial embedded derivative liability     16,100,000                      
Debt issuance costs     $ 1,500,000                      
Unamortized debt discount and issuance costs             16,300,000   16,300,000          
Amortization of debt issuance costs and discounts             $ 700,000   $ 1,500,000          
v3.20.2
Debt (Schedule of Future Principal and Exit Fee Payments of Outstanding Debt) (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
Debt Disclosure [Abstract]  
2021 $ 5,409
2022 8,326
2023 5,000
2024 3,667
Thereafter 60,000
Total $ 82,402
v3.20.2
Stockholders' Equity (Details) - $ / shares
Sep. 30, 2020
Dec. 31, 2019
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
v3.20.2
Stockholders' Equity (Warrants) (Details) - $ / shares
1 Months Ended
Jan. 17, 2013
Jun. 30, 2014
Sep. 30, 2020
Common Stock Warrants      
Aggregate number of common shares to purchase     27,264
Oxford Finance, LLC      
Common Stock Warrants      
Exercise price (in dollars per share) $ 14.671 $ 14.671  
Tranche A, B and C loans | Oxford Finance, LLC      
Common Stock Warrants      
Warrant term 7 years    
Percentage of term loan amounts 3.00%    
Tranche D term loan | Oxford Finance, LLC      
Common Stock Warrants      
Warrant term   7 years  
Percentage of term loan amounts   2.50%  
v3.20.2
Stockholders' Equity (Options) (Details) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Nov. 03, 2014
Apr. 30, 2007
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Number of shares available for future grants 946,292   946,292        
Stock options              
Number of options              
Balance at the beginning of period (in shares)     1,880,846        
Options exercised (in shares)     (6,181)        
Options forfeited (in shares)     (313,347)        
Balance at the end of the period (in shares) 1,561,318   1,561,318   1,880,846    
Weighted average exercise price              
Balance at the beginning of period (in dollars per share)     $ 7.42        
Options exercised (in dollars per share)     2.48        
Options forfeited (in dollars per share)     7.92        
Balance at the end of period (in dollars per share) $ 7.34   $ 7.34   $ 7.42    
Additional information              
Weighted average remaining contractual term     4 years 5 months 26 days   5 years 5 months 23 days    
Stock-based compensation expense $ 0 $ 100,000 $ 0 $ 400,000      
Unrecognized compensation costs (in dollars) $ 0   $ 0        
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 2,544,816   2,544,816        
Inducement Plan              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Number of shares available for future grants 923,342   923,342        
Number of shares awarded     1,412,083        
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%   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%        
v3.20.2
Stockholders' Equity (Restricted Stock) (Details) - Restricted stock units - 2014 Plan - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Stockholders' Equity, other disclosures        
Requisite service period, annually     3 years  
Stock-based compensation expense $ 1.5 $ 2.8 $ 4.9 $ 8.9
Unrecognized compensation costs (in dollars) $ 7.1   $ 7.1  
Weighted average period over which unrecognized compensation costs are expected to be recognized     1 year 5 months 4 days  
Number of shares        
Balance at beginning of the period     2,232,956  
Granted     934,965  
Vested     (921,964)  
Forfeited     (701,907)  
Balance at end of the period 1,544,050   1,544,050  
Weighted average grant date fair value        
Balance at beginning of the period     $ 11.99  
Granted     5.63  
Vested     10.45  
Forfeited     9.07  
Balance at end of the period $ 10.38   $ 10.38  
v3.20.2
Stockholders' Equity (Stock Purchase) (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Oct. 31, 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of shares available for future grants 946,292   946,292    
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     203,728    
Weighted Average purchase price $ 4.11   $ 4.11    
Stock-based compensation expense $ 100,000 $ 200,000 $ 400,000 $ 500,000  
Incremental compensation cost     $ 0 $ 600,000  
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
v3.20.2
Income Taxes (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Income Tax Disclosure [Abstract]        
Tax expense $ 0 $ 0 $ 0 $ 0
v3.20.2
Segment Information (Details)
9 Months Ended
Sep. 30, 2020
USD ($)
Segment
Segment Reporting [Abstract]  
Number of reportable segments | Segment 2
Segments unallocated expenses | $ $ 0
v3.20.2
Segment Information - Summary of Net Sales and Net Operating Loss by Reportable Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Segment Reporting Information [Line Items]          
Total net sales $ 19,217 $ 22,412 $ 48,597 $ 60,489  
Total loss from operations (13,958) (21,460) (53,278) (84,277)  
Total assets 177,804   177,804   $ 204,404
Breast Products          
Segment Reporting Information [Line Items]          
Total net sales 15,330 12,626 37,109 33,570  
Total loss from operations (9,304) (12,319) (30,683) (38,555)  
Total assets 156,538   156,538   169,613
miraDry          
Segment Reporting Information [Line Items]          
Total net sales 3,887 9,786 11,488 26,919  
Total loss from operations (4,654) $ (9,141) (22,595) $ (45,722)  
Total assets $ 21,266   $ 21,266   $ 34,791