SIENTRA, INC., 10-Q filed on 5/12/2022
Quarterly Report
v3.22.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2022
May 09, 2022
Cover [Abstract]    
Entity Registrant Name SIENTRA, INC.  
Entity Central Index Key 0001551693  
Document Type 10-Q  
Document Period End Date Mar. 31, 2022  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   62,639,966
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q1  
Trading Symbol SIEN  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NASDAQ  
Entity Interactive Data Current Yes  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity File Number 001-36709  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-5551000  
Entity Address, Address Line One 420 South Fairview Avenue  
Entity Address, Address Line Two Suite 200  
Entity Address, City or Town Santa Barbara  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 93117  
City Area Code 805  
Local Phone Number 562-3500  
Document Quarterly Report true  
Document Transition Report false  
v3.22.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 38,883 $ 51,772
Accounts receivable, net of allowances of $2,581 and $2,278 at March 31, 2022 and December 31, 2021, respectively 39,265 33,105
Inventories, net 54,224 52,914
Prepaid expenses and other current assets 2,561 2,979
Current assets of discontinued operations 4 4
Total current assets 134,937 140,774
Property and equipment, net 13,085 13,998
Goodwill 9,202 9,202
Other intangible assets, net 27,890 28,765
Other assets 6,752 7,165
Total assets 191,866 199,904
Current liabilities:    
Current portion of long-term debt 5,189 2,237
Accounts payable 9,112 7,402
Accrued and other current liabilities 18,055 21,298
Customer deposits 35,301 35,182
Sales return liability 16,493 13,399
Current liabilities of discontinued operations 500 500
Total current liabilities 84,650 80,018
Long-term debt 65,565 62,434
Deferred and contingent consideration 5,858 5,872
Warranty reserve and other long-term liabilities 10,707 10,723
Total liabilities 166,780 159,047
Commitments and contingencies (Note 12)
Stockholders' equity:    
Preferred stock, $0.01 par value – Authorized 10,000,000 shares; none issued or outstanding 0 0
Common stock, $0.01 par value - Authorized 200,000,000 shares; issued 62,552,927 and 62,242,090 and outstanding 62,480,200 and 62,169,363 shares at March 31, 2022 and December 31, 2021, respectively 625 622
Additional paid-in capital 664,106 661,839
Treasury stock, at cost (72,727 shares at March 31, 2022 and December 31, 2021) (260) (260)
Accumulated deficit (639,385) (621,344)
Total stockholders' equity 25,086 40,857
Total liabilities and stockholders’ equity $ 191,866 $ 199,904
v3.22.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Statement Of Financial Position [Abstract]    
Accounts receivable, allowances (in dollars) $ 2,581 $ 2,278
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 62,552,927 62,242,090
Common stock, shares outstanding 62,480,200 62,169,363
Treasury stock, shares 72,727 72,727
v3.22.1
Condensed Consolidated Statements of Operations - USD ($)
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Income Statement [Abstract]    
Net sales $ 21,398,000 $ 18,312,000
Cost of goods sold 8,553,000 8,159,000
Gross profit 12,845,000 10,153,000
Operating expenses:    
Sales and marketing 15,588,000 11,819,000
Research and development 3,144,000 2,195,000
General and administrative 10,208,000 7,911,000
Total operating expenses 28,940,000 21,925,000
Loss from operations (16,095,000) (11,772,000)
Other income (expense), net:    
Interest income 2,000 2,000
Interest expense (1,897,000) (2,004,000)
Change in fair value of derivative liability (42,740,000)
Other income (expense), net 5,000 (97,000)
Total other income (expense), net (1,890,000) (44,839,000)
Loss from continuing operations before income taxes (17,985,000) (56,611,000)
Income tax expense 0 0
Loss from continuing operations (17,985,000) (56,611,000)
Income (loss) from discontinued operations, net of income taxes (56,000) 1,921,000
Net loss $ (18,041,000) $ (54,690,000)
Basic and diluted net loss per share attributable to common stock holders    
Continuing operations $ (0.29) $ (1.04)
Discontinued operations (0.00) 0.03
Basic and diluted net loss per share $ (0.29) $ (1.01)
Weighted average outstanding common shares used for net income (loss) per share attributable to common stockholders:    
Basic and diluted 62,334,073 54,321,146
v3.22.1
Condensed Consolidated Statement of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Common stock
Treasury stock
Additional paid-in capital
Accumulated deficit
Balance, beginning of year at Dec. 31, 2020 $ (557) $ 506 $ (260) $ 558,059 $ (558,862)
Balance, beginning of year (in shares) at Dec. 31, 2020   50,712,151 72,727    
Proceeds from follow-on offering, net of costs 39,226 $ 62   39,164  
Proceeds from follow-on offering, net of costs (shares)   6,222,222      
Stock-based compensation 3,163     3,163  
Stock option exercises 51     51  
Stock option exercises (in shares)   12,727      
Employee stock purchase program (ESPP) 323 $ 1   322  
Employee stock purchase program (ESPP) (in shares)   95,919      
Vested restricted stock 758 $ 6   752  
Vested restricted stock (in shares)   554,896      
Shares withheld for tax obligations on vested RSUs (1,215) $ (1)   (1,214)  
Shares withheld for tax obligations on vested RSUs, shares   82,830      
Net loss (54,690)       (54,690)
Balance, end of year at Mar. 31, 2021 (12,941) $ 574 $ (260) 600,297 (613,552)
Balance, end of year (in shares) at Mar. 31, 2021   57,515,085 72,727    
Balance, beginning of year at Dec. 31, 2021 40,857 $ 622 $ (260) 661,839 (621,344)
Balance, beginning of year (in shares) at Dec. 31, 2021   62,242,090 72,727    
Stock-based compensation 2,196     2,196  
Employee stock purchase program (ESPP) 329 $ 1   328  
Employee stock purchase program (ESPP) (in shares)   139,574      
Vested restricted stock   $ 3   (3)  
Vested restricted stock (in shares)   265,331      
Shares withheld for tax obligations on vested RSUs (255) $ (1)   (254)  
Shares withheld for tax obligations on vested RSUs, shares   94,068      
Net loss (18,041)       (18,041)
Balance, end of year at Mar. 31, 2022 $ 25,086 $ 625 $ (260) $ 664,106 $ (639,385)
Balance, end of year (in shares) at Mar. 31, 2022   62,552,927 72,727    
v3.22.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Cash flows from operating activities:    
Net loss $ (18,041) $ (54,690)
Income (loss) from discontinued operations, net of income taxes (56) 1,921
Loss from continuing operations, net of income taxes (17,985) (56,611)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation and amortization 1,744 1,036
Provision for doubtful accounts 315 269
Provision for warranties 291 200
Provision for inventory (56) (9)
Fair value adjustments to derivative liability 42,740
Fair value adjustments of other liabilities held at fair value 0 17
Amortization of debt discount and issuance costs 938 848
Stock-based compensation expense 2,196 3,163
Other non-cash adjustments 60 213
Changes in operating assets and liabilities:    
Accounts receivable (6,474) (1,276)
Inventories (1,253) (2,397)
Prepaid expenses, other current assets and other assets 907 (298)
Accounts payable, accrueds, and other liabilities (1,754) (6,574)
Customer deposits 118 4,051
Sales return liability 3,094 1,823
Net cash flow from operating activities - continuing operations (17,859) (12,805)
Net cash flow from operating activities - discontinued operations (56) 138
Net cash used in operating activities (17,915) (12,667)
Cash flows from investing activities:    
Purchase of property and equipment (246) (1,321)
Net cash flow from investing activities - continuing operations (246) (1,321)
Net cash flow from investing activities - discontinued operations 0 0
Net cash provided by (used in) investing activities (246) (1,321)
Cash flows from financing activities:    
Proceeds from issuance of common stock for employee stock-based plans 329 1,132
Net proceeds from issuance of common stock 0 39,226
Tax payments related to shares withheld for vested restricted stock units (RSUs) (255) (1,215)
Gross borrowings under the Term Loan 5,000 1,000
Gross borrowings under the Revolving Loan 2,774 0
Repayment of the Revolving Loan (2,552) 0
Deferred financing costs (25) (750)
Net cash provided by financing activities 5,271 39,393
Net increase (decrease) in cash, cash equivalents and restricted cash (12,890) 25,405
Cash, cash equivalents and restricted cash at:    
Beginning of period 52,068 55,310
End of period 39,178 80,715
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets    
Cash and cash equivalents 38,883 80,372
Restricted cash included in other assets $ 295 $ 343
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] us-gaap:OtherAssets us-gaap:OtherAssets
End of period $ 39,178 $ 80,715
Supplemental disclosure of cash flow information:    
Interest paid 1,070 1,058
Supplemental disclosure of non-cash investing and financing activities:    
Property and equipment in accounts payable and accrued liabilities 30 400
Deferred follow-on offering costs in accounts payable and accrued liabilities 0 122
Deferred financing costs in accounts payable and accrued liabilities $ 298 $ 50
v3.22.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2022
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, 2021 filed with the SEC on March 31, 2022, or the Annual Report. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period.

As a result of the miraDry Sale discussed in Note 2, the miraDry business met the criteria to be reported as discontinued operations. Therefore, the Company is reporting the historical results of miraDry, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for all periods presented herein through the date of the Sale. Unless otherwise noted, the accompanying notes to the unaudited condensed consolidated financial statements have all been revised to reflect continuing operations only. As discussed in Note 11, following the Sale the Company has one operating segment in continuing operations named Plastic Surgery, formerly known as Breast Products.

b.
Liquidity

Since the Company’s inception, it has incurred significant net operating losses and the Company anticipates that losses will continue in the near term. The Company expects its operating expenses will remain consistent with the current period and will need to generate significant net sales to achieve profitability. To date, the Company has funded operations primarily with proceeds from the sales of preferred stock, borrowings under term loans and the convertible note, sales of products, and the proceeds from the sale of common stock in public offerings. The Company continues to evaluate overall capital needs, and while the Company believes there are sufficient capital resources to continue as a going concern over the next twelve months, the Company may be required to raise additional debt or equity capital to fund ongoing operations.

As of March 31, 2022, the Company had cash and cash equivalents of $38.9 million. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

Debt financing – recent developments

Refer to Note 7 for a full description and updates to all of the Company’s long-term debt, revolving line of credit, and convertible note.

c.
Recent Accounting Pronouncements

 

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 condensed 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 condensed consolidated financial statements.

 

d.
Risks and Uncertainties

 

As an aesthetics company, surgical procedures involving the Company’s breast products are susceptible to local and national government restrictions, such as social distancing, vaccination requirements, “shelter in place” orders and business closures. The inability or limited ability to perform such non-emergency procedures and patients electing to postpone elective aesthetics procedures due to the pandemic significantly harmed the Company’s revenues since the second quarter of 2020 and continued to harm the Company’s revenues during the three months ended March 31, 2022. While many states have lifted certain restrictions on non-emergency procedures and procedural volume rates for non-emergency procedures have been recovering, the Company will likely continue to experience future harm to its revenues while existing or new restrictions remain in place. It is not possible to accurately predict the length or severity of the COVID-19 pandemic or the impact on the Company’s business, including the timing for a broad and sustained ability to perform non-emergency procedures involving the Company’s products. The Company continues to monitor and assess new information related to the COVID-19 pandemic, the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets.

 

Further, the spread of COVID-19 has caused the Company to modify workforce practices, and the Company may take further actions determined to be in the best interests of the Company’s employees or as required by governments. The continued spread of COVID-19, or another infectious disease, could also result in delays or disruptions in the Company’s supply chain or adversely affect the Company’s manufacturing facilities and personnel. Further, trade and/or national security protection policies may be adjusted as a result of the COVID-19 pandemic, such as actions by governments that limit, restrict or prevent the movement of certain goods into a country and/or region, 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.

 

e.
Reclassifications

 

Certain reclassifications have been made to prior year amounts to conform to the current year presentation, including those related to discontinued operations following the sale of the miraDry business.

v3.22.1
Discontinued Operations
3 Months Ended
Mar. 31, 2022
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations
2.
Discontinued Operations

 

On June 10, 2021, the Company completed the sale of its miraDry business (the “Sale”) to miraDry Acquisition Company, Inc., a Delaware corporation (“Buyer”), an entity affiliated with 1315 Capital II, LP, as a result of the Company’s strategic decision to focus investment on its core Plastic Surgery segment. The Sale was made pursuant

to the terms and conditions of the Asset Purchase Agreement (the “Purchase Agreement”), dated May 11, 2021, among the Company and certain of its subsidiaries, Buyer, and, solely for purposes of Section 8.14 of the Purchase Agreement, 1315 Capital II, LP. The aggregate purchase price was $10.0 million, which after certain adjustments for agreed upon changes in the estimated net asset value amount of purchased assets and assumed liabilities resulted in net cash proceeds of $11.3 million to the Company on the date of close. In October 2021, the Company finalized the transaction and paid $3.2 million to the Buyer in accordance with the agreed upon post close changes in the net asset value and recognized a loss on sale of $2.5 million.

 

In accordance with the Purchase Agreement, assumed liabilities did not include product liabilities, environmental, and employee claims arising prior to the closing date. The Purchase Agreement also included customary representations and warranties, as well as certain covenants, including, among other things, that: (i) the Company will abide by certain non-solicitation, exclusivity, and non-competition covenants, and (ii) the Company would enter into a transition services agreement (“TSA”) to provide certain transition services related to the business.

 

Under the TSA, the Company provided certain post-closing services to the Buyer related to the miraDry business for a period of six months, including accounting, accounts receivable support, customer service, IT, regulatory, quality assurance, and clinical support. As consideration for these services, the Buyer reimbursed the Company for direct and certain indirect costs, as well as certain overhead or administrative expenses related to operating the business. The Company recognized $0.1 million of TSA fees and cost reimbursements in operating expenses from continuing operations in the condensed consolidated statement of operations for the quarter ended March 31, 2022. As of March 31, 2022, the Company has received $0.3 million relating to the TSA services and has recorded a receivable of $0.1 million within other current assets in the condensed consolidated balance sheets. In connection with the accounts receivable support under the TSA, the Company received $2.3 million in customer payments and remitted $2.3 million to the Buyer during the period from June 10, 2021 through March 31, 2022. As of March 31, 2022, the Company does not have a payable to the Buyer on the condensed consolidated balance sheets.

 

Additionally, the Company and the Buyer entered into a sublease agreement whereby the Buyer subleased the miraDry office space in Santa Clara, CA. The sublease term was for an initial period of six months, with subsequent option periods for up to a total of twenty four months. Following the initial period, the Buyer exercised an additional period of six months. During quarter ended March 31, 2022, the Company recognized $0.2 million of sublease income in general and administrative expenses in the condensed consolidated statements of operations.

The Sale met the discontinued operations criteria given that the business is a component and represented a strategic shift. The following table presents the aggregate carrying amounts of major classes of assets and liabilities of discontinued operations (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Assets of discontinued operations:

 

 

 

 

 

 

Prepaid expenses and other current assets

 

$

4

 

 

$

4

 

Current assets of discontinued operations

 

 

4

 

 

 

4

 

Total assets of discontinued operations

 

$

4

 

 

$

4

 

Liabilities of discontinued operations:

 

 

 

 

 

 

Accounts payable

 

$

6

 

 

$

6

 

Accrued and other current liabilities

 

 

494

 

 

 

494

 

Total liabilities of discontinued operations

 

$

500

 

 

$

500

 

 

The results of operations for the miraDry business were included in income (loss) from discontinued operations on the accompanying condensed consolidated statements of operations. The following table provides information regarding the results of discontinued operations (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Net sales

 

$

 

 

$

4,924

 

Cost of goods sold

 

 

 

 

 

2,776

 

Gross profit

 

 

 

 

 

2,148

 

Operating expenses

 

 

56

 

 

 

196

 

Income (loss) from operations of discontinued operations

 

 

(56

)

 

 

1,952

 

Other income (expense), net

 

 

 

 

 

(31

)

Income (loss) from discontinued operations before income taxes

 

 

(56

)

 

 

1,921

 

Total income (loss) from discontinued operations before income taxes

 

 

(56

)

 

 

1,921

 

Income tax expense (benefit)

 

 

 

 

 

 

Income (loss) from discontinued operations, net of income taxes

 

$

(56

)

 

$

1,921

 

 

The results of the miraDry business, including the results of operations, cashflows, and related assets and liabilities are reported as discontinued operations for all periods presented herein.

v3.22.1
Revenue
3 Months Ended
Mar. 31, 2022
Revenue From Contract With Customer [Abstract]  
Revenue
3.
Revenue

The Company generates revenue primarily through the sale and delivery of promised goods or services to customers. Sales prices are documented in the executed sales contract, purchase order or order acknowledgement prior to the transfer of control to the customer. Typical payment terms are 30 days.

Revenue contracts may include multiple products or services, each of which is considered a separate performance obligation. Performance obligations typically include the delivery of promised products, such as breast implants, tissue expanders, and BIOCORNEUM, along with service-type warranties. Other deliverables are sometimes promised but are ancillary and insignificant in the context of the contract as a whole. Revenue is allocated to each performance obligation based on its relative standalone selling price. The Company determines standalone selling prices based on observable prices for all performance obligations with the exception of the service-type warranty under the Platinum20 Limited Warranty Program, or Platinum20, which is based on the expected cost plus margin approach. Inputs into the expected cost plus margin approach include historical incidence rates, estimated replacement costs, estimated financial assistance payouts and an estimated margin.

The liability for unsatisfied performance obligations under the service warranty as of March 31, 2022 were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

Balance as of December 31, 2021

 

$

3,237

 

Additions and adjustments

 

 

555

 

Revenue recognized

 

 

(176

)

Balance as of March 31, 2022

 

$

3,616

 

 

Revenue for service warranties are recognized ratably over the term of the agreements. Specifically for Platinum20, the performance obligation is satisfied at the time that the benefits are provided and are expected to be satisfied over the following 3 to 24 month period for financial assistance and 20 years for product replacement.

 

For delivery of promised products, control transfers and revenue is recognized upon shipment, unless the contractual arrangement requires transfer of control when products reach their destination, for which revenue is recognized once the product arrives at its destination. A portion of the Company’s revenue is generated from the sale of consigned inventory of breast implants and tissue expanders maintained at doctor, hospital, and clinic locations. For these

products, revenue is recognized at the time the Company is notified by the customer that the product has been used, not when the consigned products are delivered to the customer’s location.

Sales Return Liability

 

With the exception of the Company’s BIOCORNEUM scar management products, the Company allows for the return of products from customers within six months after the original sale, which is accounted for as variable consideration. A sales return liability is established based on estimated returns using relevant historical experience taking into consideration recent gross sales and notifications of pending returns, as adjusted for changes in recent industry events and trends. The estimated sales returns are recorded as a reduction of revenue and as a sales return liability in the same period revenue is recognized. Actual sales returns in any future period are inherently uncertain and thus may differ from the estimates. If actual sales returns differ significantly from the estimates, an adjustment to revenue in the current or subsequent period would be recorded. The following table provides a rollforward of the sales return liability (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Beginning balance

 

$

13,399

 

 

$

9,192

 

Addition to reserve for sales activity

 

 

41,870

 

 

 

36,386

 

Actual returns

 

 

(37,030

)

 

 

(33,700

)

Change in estimate of sales returns

 

 

(1,746

)

 

 

(858

)

Ending balance

 

$

16,493

 

 

$

11,020

 

v3.22.1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2022
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 contingent consideration is discussed in Note 5. The fair value of the debt is based on the amount of future cash flows associated with the instrument discounted using the Company’s market rate. As of March 31, 2022, the carrying value of the long-term debt was not materially different from the fair value. As of March 31, 2022, the carrying value and fair value of the convertible note were as follows (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Carrying value

 

$

48,268

 

 

$

47,477

 

Fair value

 

$

43,110

 

 

$

42,029

 

v3.22.1
Balance Sheet Components
3 Months Ended
Mar. 31, 2022
Balance Sheet Related Disclosures [Abstract]  
Balance Sheet Components
5.
Balance Sheet Components
a.
Inventories

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Raw materials

 

$

1,743

 

 

$

2,109

 

Work in progress

 

 

4,690

 

 

 

4,796

 

Finished goods

 

 

43,022

 

 

 

41,982

 

Finished goods - right of return

 

 

4,769

 

 

 

4,027

 

 

 

$

54,224

 

 

$

52,914

 

 

b.
Property and Equipment

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Leasehold improvements

 

$

3,464

 

 

$

2,734

 

Manufacturing equipment and tooling

 

 

9,577

 

 

 

9,922

 

Computer equipment

 

 

1,661

 

 

 

1,672

 

Software

 

 

6,344

 

 

 

6,379

 

Furniture and fixtures

 

 

1,179

 

 

 

1,542

 

 

 

 

22,225

 

 

 

22,249

 

Less accumulated depreciation

 

 

(9,140

)

 

 

(8,251

)

 

 

$

13,085

 

 

$

13,998

 

 

Depreciation expense for the three months ended March 31, 2022 and 2021 was $0.8 million and $0.7 million, respectively.

 

c.
Goodwill and Other Intangible Assets, net

Following the sale of the miraDry business, the Company has one reporting unit, Plastic Surgery, formerly known as Breast Products. The Company evaluates goodwill for impairment at least annually on October 1st and whenever circumstances suggest that goodwill may be impaired.

The carrying amount of goodwill as of March 31, 2022 and December 31, 2021 were as follows (in thousands):

 

 

 

Plastic Surgery

 

Balances as of December 31, 2021

 

 

 

Goodwill

 

 

23,480

 

Accumulated impairment losses

 

 

(14,278

)

Goodwill, net

 

$

9,202

 

Balances as of March 31, 2022

 

 

 

Goodwill

 

 

23,480

 

Accumulated impairment losses

 

 

(14,278

)

Goodwill, net

 

$

9,202

 

 

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

 

 

 

Average

 

 

 

 

 

 

Amortization

 

 

March 31, 2022

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

10

 

 

$

4,940

 

 

$

(4,291

)

 

$

649

 

Trade names - finite life

 

 

12

 

 

 

800

 

 

 

(406

)

 

 

394

 

Manufacturing know-how

 

 

19

 

 

 

8,240

 

 

 

(1,858

)

 

 

6,382

 

Developed technology

 

 

8

 

 

 

20,661

 

 

 

(646

)

 

 

20,015

 

Total definite-lived intangible assets

 

 

 

 

$

34,641

 

 

$

(7,201

)

 

$

27,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles with indefinite lives

 

 

 

 

 

 

 

 

 

 

 

 

Trade names - indefinite life

 

 

 

 

450

 

 

 

 

 

 

450

 

Total indefinite-lived intangible assets

 

 

 

 

$

450

 

 

$

 

 

$

450

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

December 31, 2021

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

10

 

 

$

4,940

 

 

$

(4,224

)

 

$

716

 

Trade names - finite life

 

 

12

 

 

 

800

 

 

 

(389

)

 

 

411

 

Manufacturing know-how

 

 

19

 

 

 

8,240

 

 

 

(1,652

)

 

 

6,588

 

Developed technology

 

 

8

 

 

 

20,600

 

 

 

-

 

 

 

20,600

 

Total definite-lived intangible assets

 

 

 

 

$

34,580

 

 

$

(6,265

)

 

$

28,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles with indefinite lives

 

 

 

 

 

 

 

 

 

 

 

 

Trade names - indefinite life

 

 

 

 

450

 

 

 

 

 

 

450

 

Total indefinite-lived intangible assets

 

 

 

 

$

450

 

 

$

 

 

$

450

 

 

Amortization expense for the three months ended March 31, 2022 and 2021 were $0.9 million and $0.3 million, respectively. The following table summarizes the future estimated amortization expense relating to the Company's definite-lived intangible assets as of March 31, 2022 (in thousands):

 

 

 

Amortization

 

Period

 

Expense

 

2022

 

$

3,374

 

2023

 

 

3,594

 

2024

 

 

3,449

 

2025

 

 

3,306

 

2026

 

 

3,133

 

Thereafter

 

 

10,584

 

 

 

$

27,440

 

 

d.
Accrued and Other Current Liabilities

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Payroll and related expenses

 

$

3,189

 

 

$

5,188

 

Accrued severance

 

 

474

 

 

 

248

 

Accrued commissions

 

 

3,020

 

 

 

4,329

 

Accrued manufacturing

 

 

30

 

 

 

121

 

Deferred and contingent consideration, current portion

 

 

2,567

 

 

 

2,431

 

Audit, consulting and legal fees

 

 

131

 

 

 

185

 

Accrued sales and marketing expenses

 

 

189

 

 

 

159

 

Lease liabilities

 

 

1,727

 

 

 

1,666

 

Other

 

 

6,728

 

 

 

6,971

 

 

 

$

18,055

 

 

$

21,298

 

 

e.
Accrued warranties

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

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Balance as of January 1

 

$

2,505

 

 

$

1,934

 

Warranty costs incurred during the period

 

 

(158

)

 

 

(31

)

Changes in accrual related to warranties issued during the period

 

 

267

 

 

 

195

 

Changes in accrual related to pre-existing warranties

 

 

24

 

 

 

5

 

Balance as of March 31

 

$

2,638

 

 

$

2,103

 

 

As of March 31, 2022 and 2021, both balances are included in “Warranty reserve and other long-term liabilities”.

 

f.
Liabilities measured at fair value

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

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

Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Contingent consideration

The contingent consideration balance consists of milestone payments related to the acquisition of AuraGen and future royalty payments related to the acquisition of BIOCORNEUM.


The Company assessed the fair value of all contingent consideration using a Monte-Carlo simulation model. The contingent consideration related to AuraGen is based on the achievement of certain clinical endpoints following the completion of a study measuring retention rates using the fat grafting products. The significant assumptions utilized in the fair value measurement was the probable retention rate based on historical data and the Company's equity volatility of
100%. Any subsequent changes to the fair value of contingent consideration will be recorded as an adjustment to the carrying value of the assets acquired.


The contingent consideration related to the acquisition of BIOCORNEUM consists of royalty obligations based on future net sales for a defined term, beginning in 2024. The significant assumption utilized in the fair value measurement was the discount rate, which was
21.0%.


As these inputs are not observable, the overall fair value measurement of the contingent consideration is classified as

Level 3.
 

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands):

 

 

 

Fair Value Measurements as of

 

 

 

March 31, 2022 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Liability for contingent consideration

 

$

 

 

$

 

 

$

3,039

 

 

$

3,039

 

 

 

$

 

 

$

 

 

$

3,039

 

 

$

3,039

 

 

 

 

Fair Value Measurements as of

 

 

 

December 31, 2021 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Liability for contingent consideration

 

$

 

 

$

 

 

$

3,114

 

 

$

3,114

 

 

 

$

 

 

$

 

 

$

3,114

 

 

$

3,114

 

 

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

 

 

 

Contingent consideration liability

 

Balance, December 31, 2021

 

$

3,114

 

Change in fair value

 

 

(75

)

Balance, March 31, 2022

 

$

3,039

 

 

The liability for the current portion of contingent consideration is included in “Accrued and other current liabilities” and the long-term portion is included in “Deferred and contingent consideration” in the condensed consolidated balance sheets.

v3.22.1
Leases
3 Months Ended
Mar. 31, 2022
Leases [Abstract]  
Leases
6.
Leases

 

Components of lease expense were as follows:

 

 

 

 

 

Three Months Ended March 31,

 

Lease Cost

 

Classification

 

2022

 

 

2021

 

Operating lease cost

 

Operating expenses

 

$

414

 

 

$

428

 

Operating lease cost

 

Inventory

 

 

114

 

 

 

100

 

Sublease income

 

Operating expenses

 

 

(233

)

 

 

 

Total operating lease cost

 

 

 

$

295

 

 

$

528

 

Finance lease cost

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

Operating expenses

 

 

3

 

 

 

10

 

Amortization of right-of-use assets

 

Inventory

 

 

12

 

 

 

12

 

Interest on lease liabilities

 

Other income (expense), net

 

 

1

 

 

 

2

 

Total finance lease cost

 

 

 

$

16

 

 

$

24

 

Total lease cost

 

 

 

$

311

 

 

$

552

 

 

Short-term lease expense for the three months ended March 31, 2022 and 2021 was not material.

 

Supplemental cash flow information related to operating and finance leases for the three months ended March 31, 2022 was as follows (in thousands):

 

 

 

2022

 

 

2021

 

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

 

 

 

 

 

 

Operating cash outflows from operating leases

 

$

407

 

 

$

418

 

Operating cash outflows from finance leases

 

 

13

 

 

 

24

 

 

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Reported as:

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

Operating lease right-of-use assets

 

$

6,102

 

 

$

6,488

 

Finance lease right-of-use assets

 

 

63

 

 

 

77

 

Total right-of use assets

 

$

6,165

 

 

$

6,565

 

Accrued and other current liabilities

 

 

 

 

 

 

Operating lease liabilities

 

$

1,655

 

 

$

1,595

 

Finance lease liabilities

 

 

72

 

 

 

71

 

Warranty reserve and other long-term liabilities

 

 

 

 

 

 

Operating lease liabilities

 

 

5,129

 

 

 

5,576

 

Finance lease liabilities

 

 

17

 

 

 

28

 

Total lease liabilities

 

$

6,873

 

 

$

7,270

 

Weighted average remaining lease term (years)

 

 

 

 

 

 

Operating leases

 

 

4

 

 

 

4

 

Finance leases

 

 

1

 

 

 

2

 

Weighted average discount rate

 

 

 

 

 

 

Operating leases

 

 

8.19

%

 

 

8.16

%

Finance leases

 

 

6.90

%

 

 

6.90

%

 

As of March 31, 2022, maturities of the Company’s operating and finance lease liabilities are as follows (in thousands):

 

Period

 

Operating leases

 

 

Finance leases

 

 

Total

 

2022

 

$

1,665

 

 

$

50

 

 

$

1,715

 

2023

 

 

2,267

 

 

 

38

 

 

 

2,305

 

2024

 

 

1,816

 

 

 

4

 

 

 

1,820

 

2025

 

 

896

 

 

 

 

 

 

896

 

2026

 

 

851

 

 

 

 

 

 

851

 

2027

 

 

582

 

 

 

 

 

 

582

 

Total lease payments

 

$

8,077

 

 

$

92

 

 

$

8,169

 

Less imputed interest

 

 

1,293

 

 

 

3

 

 

 

1,296

 

Total lease liabilities

 

$

6,784

 

 

$

89

 

 

$

6,873

 

 

v3.22.1
Debt
3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Debt
7.
Debt

 

On March 30, 2022 (the “Effective Date”), the Company entered into a Third Amendment (the “Third Amendment”) to the Term Loan Agreement, with certain of the Company’s wholly owned subsidiaries, the lenders party thereto and MidCap, in order to provide the Company an additional tranche of funding and allow the Company to draw the fourth tranche. The Third Amendment provided that the fourth tranche of $5,000,000 was to be drawn on March 31, 2022. Additionally, the Third Amendment provides the Company with a sixth tranche pursuant to which the Company may draw $9,000,000 any time after January 1, 2023 until March 31, 2023. The Third Amendment also eliminated the minimum unrestricted cash requirement and reset the minimum Net Revenue (as defined therein) requirements based on the Company’s 12-month trailing Net Revenue. Finally, the Third Amendment increased the prepayment fee by 0.5% until following the third anniversary of the Effective Date, at which point no prepayment fee shall apply.

 

As of March 31, 2022, there was $21.0 million of outstanding principal and $0.3 million of an exit fee payable related to the term loans, reduced by unamortized debt issuance costs of $0.8 million included in "Current portion of long-term debt" and $0.5 million included in “Long-term debt” on the condensed consolidated balance sheets.

 

Also on March 30, 2022, the Company entered into a Sixth Amendment (the “Sixth Amendment”) to the Revolving Loan Agreement, with certain of the Company’s wholly owned subsidiaries, the lenders party thereto and MidCap. The Sixth Amendment modified the Net Revenue (as defined therein) requirement in a manner consistent with the modification under the Restated Term Loan Agreement. In addition, the Sixth Amendment made other conforming changes to the Restated Term Loan Agreement.

 

As of March 31, 2022, there were $2.5 million outstanding under the Revolving Loan. As of March 31, 2022, the unamortized debt issuance costs related to the revolving loan was approximately $41,000 and was included in “Other assets” on the condensed consolidated balance sheets.

 

The amortization of debt issuance costs on the term loan and the revolving loan for the three months ended March 31, 2022 and 2021 were $0.1 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

 

As of March 31, 2022, the unamortized debt discount and issuance costs were $11.7 million and included in “Long-term debt” on the condensed consolidated balance sheet. The Company will amortize the debt discount and debt issuance costs to interest expense under the effective interest method over the term of the Note, at a resulting effective interest rate of approximately 12%. For the three months ended March 31, 2022 and 2021, the amortization of the convertible debt discount and issuance costs were $0.8 million and $0.7 million, respectively. Both were included in interest expense in the condensed consolidated statements of operations.

 

Future Principal Payments of Debt

 

The future schedule of principal payments for all outstanding debt as of March 31, 2022 was as follows (in thousands):

 

Fiscal Year

 

 

 

2022

 

$

2,460

 

2023

 

 

14,000

 

2024

 

 

7,000

 

2025

 

 

60,000

 

Total

 

$

83,460

 

v3.22.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stockholders' Equity
8.
Stockholders’ Equity
a.
Authorized Stock

The Company’s Amended and Restated Certificate of Incorporation authorizes the Company to issue 210,000,000 shares of common and preferred stock, consisting of 200,000,000 shares of common stock with $0.01 par value and 10,000,000 shares of preferred stock with $0.01 par value. As of March 31, 2022 and December 31, 2021, the Company had no preferred stock issued or outstanding.

b. Stock Option Plans

As of March 31, 2022, a total of 2,290,949 shares of the Company’s common stock were available for issuance under the 2014 Plan. As of March 31, 2022, inducement grants for 2,342,893 shares of common stock have been awarded, and 272,313 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, 2021

 

 

1,703,963

 

 

$

4.75

 

 

 

5.41

 

Granted

 

 

150,000

 

 

 

 

 

 

 

Forfeited

 

 

(8,598

)

 

 

13.49

 

 

 

 

Balances at March 31, 2022

 

 

1,845,365

 

 

$

4.32

 

 

 

5.56

 

 

 

For stock-based awards the Company recognizes compensation expense based on the grant date fair value using the Black-Scholes option valuation model. Stock-based compensation expense related to stock options for both the three

months ended March 31, 2022 and 2021 were $0.1 million. As of March 31, 2022, unrecognized compensation costs related to stock options was $1.7 million.

c. 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, 2021

 

 

2,799,552

 

 

$

8.11

 

Granted

 

 

2,683,961

 

 

 

2.54

 

Vested

 

 

(265,331

)

 

 

5.17

 

Forfeited

 

 

(18,831

)

 

 

0.31

 

Balances at March 31, 2022

 

 

5,199,351

 

 

$

5.41

 

 

Stock-based compensation expense for RSUs for the three months ended March 31, 2022 and 2021 was $1.9 million and $2.9 million, respectively. As of March 31, 2022, there was $13.5 million of total unrecognized compensation costs related to non-vested RSU awards. The cost is expected to be recognized over a weighted average period of approximately 2.32 years.

d. Employee Stock Purchase Plan

The Company’s board of directors adopted the 2014 Employee Stock Purchase Plan, or ESPP, in July 2014, and the stockholders approved the ESPP in October 2014. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for offering periods not to exceed 27 months, and each offering period will include purchase periods, which will be the approximately six-month period commencing with one exercise date and ending with the next exercise date. Employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase date. A total of 255,500 shares of common stock were initially reserved for issuance under the ESPP, subject to certain annual increases.

During the three months ended March 31, 2022, employees purchased 139,574 shares of common stock at a weighted average price of $2.36 per share. As of March 31, 2022, the number of shares of common stock available for future issuance was 1,735,734.

The Company estimated the fair value of employee stock purchase rights using the Black-Scholes model. Stock-based compensation expense related to the ESPP was $0.1 million for both the three months ended March 31, 2022 and 2021.

e. Significant Modifications

During the three months ended March 31, 2022 and 2021, there were no material modifications of equity awards.

v3.22.1
Net Loss Per Share
3 Months Ended
Mar. 31, 2022
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share 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 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 dilutive shares consist of shares that could

occur if securities or other contracts to issue common stock were exercised or converted into common stock. Dilutive net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive.

 

 

Three Months Ended March 31,

 

 

2022

 

 

2021

 

Loss from continuing operations

 

$

(17,985

)

 

 

$

(56,611

)

Income (loss) from discontinued operations, net of income taxes

 

 

(56

)

 

 

 

1,921

 

Net loss

 

$

(18,041

)

 

 

$

(54,690

)

Weighted average common shares outstanding, basic and diluted

 

 

62,334,073

 

 

 

 

54,321,146

 

Basic and diluted net loss per share attributable to common stockholders

 

 

 

 

 

 

 

Continuing operations

 

$

(0.29

)

 

 

$

(1.04

)

Discontinued operations

 

 

(0.00

)

 

 

 

0.03

 

Basic and diluted net loss per share

 

$

(0.29

)

 

 

$

(1.01

)

 

The Company excluded the following potentially dilutive securities, outstanding for the three months ended March 31, 2022 and 2021, from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods.

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Stock issuable upon conversion of convertible note

 

 

14,634,146

 

 

 

14,634,146

 

Stock options to purchase common stock

 

 

30,033

 

 

 

1,687,409

 

Unvested RSUs

 

 

2,668,069

 

 

 

1,902,195

 

 

 

 

17,332,248

 

 

 

18,223,750

 

v3.22.1
Income Taxes
3 Months Ended
Mar. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes
10.
Income Taxes

The Company operates in several tax jurisdictions and is subject to taxes in each jurisdiction in which it conducts business. To date, the Company has incurred cumulative net losses and maintains a full valuation allowance on its net deferred tax assets due to the uncertainty surrounding realization of such assets. The Company had no tax expense for both the three months ended March 31, 2022 and 2021.

v3.22.1
Segment Information
3 Months Ended
Mar. 31, 2022
Segment Reporting [Abstract]  
Segment Information
11.
Segment Information

 

Following the sale of the miraDry business on June 10, 2021, the Company has one reportable segment named Plastic Surgery, formally known as Breast Products. The Plastic Surgery segment focuses on sales of silicone gel breast implants, tissue expanders, scar management products, and the fat grafting system under the brands Sientra Smooth, Sientra Teardrop, AlloX2, Dermaspan, Softspan, BIOCORNEUM, and AuraGen.

 

The net sales, net operating loss and net assets for the Plastic Surgery segment are presented in the condensed consolidated statement of operations and condensed consolidated balance sheets as continuing operations.

v3.22.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2022
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies
12.
Commitments and Contingencies

The Company is subject to claims and assessment from time to time in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

Product Liability Litigation

On October 7, 2019, a lawsuit was filed in the Superior Court of the State of California against the Company and Silimed Industria de Implantes Ltda. (the Company’s former contract manufacturer). The lawsuit alleges that the Company’s textured breast implants caused certain of the plaintiffs to develop a condition known as breast implant associated anaplastic large cell lymphoma (“BIA-ALCL”), and that the Company is liable to the plaintiffs based on claims for strict liability (failure to warn), strict liability (defective manufacture), negligence and loss of consortium. On January 21, 2020, the Company filed a demurrer to the plaintiff’s complaint, which demurrer the Court granted in a tentative ruling dated March 9, 2021 with leave to replead. The Plaintiffs filed an amended complaint on April 6, 2021 and the Company filed a demurrer to that complaint on May 6, 2021. On October 25, 2021, the Court issued a ruling granting the Company’s demurrer in-part and denying it in-part, and gave plaintiffs twenty days to file an amendment complaint. A second amended complaint was filed on November 19, 2021. On December 3, 2021 the Company filed a renewed motion for demurrer as to all plaintiffs based on the recent FDA labelling updates on BIA-ALCL warnings. On January 5, 2022 the Company filed a demurrer to the second amended complaint as to plaintiff Craft and otherwise filed an Answer denying the remaining plaintiff's claims and asserting affirmative defenses. The Company's renewed demurrer as to all plaintiffs, and demurrer as to Craft is scheduled for oral argument on September 20, 2022. The Company intends to vigorously defend itself in this lawsuit. Given the nature of this case, the Company is unable to estimate the reasonably possible loss or range of loss, if any, arising from this matter.

 

On September 23, 2020, a lawsuit was filed in the Eastern District of Tennessee against the Company. The lawsuit alleges that the Company’s textured breast implants caused certain of the plaintiffs to develop a condition known as breast implant associated anaplastic large cell lymphoma (“BIA-ALCL”), and that the Company is liable to the plaintiffs based on claims for negligence, strict liability (manufacturing defects), strict liability (failure to warn), breach of express and implied warranties, and punitive damages. The Company filed a motion to dismiss the complaint on December 7, 2020. On February 28, 2022 the Court granted the Company’s motion, and dismissed the plaintiff’s complaint with prejudice. On March 28, 2022, the plaintiff filed a motion for reconsideration of the Court’s order. The Company opposed that motion on April 11, 2022.

 

v3.22.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2022
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, 2021 filed with the SEC on March 31, 2022, or the Annual Report. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period.

As a result of the miraDry Sale discussed in Note 2, the miraDry business met the criteria to be reported as discontinued operations. Therefore, the Company is reporting the historical results of miraDry, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for all periods presented herein through the date of the Sale. Unless otherwise noted, the accompanying notes to the unaudited condensed consolidated financial statements have all been revised to reflect continuing operations only. As discussed in Note 11, following the Sale the Company has one operating segment in continuing operations named Plastic Surgery, formerly known as Breast Products.

Liquidity
b.
Liquidity

Since the Company’s inception, it has incurred significant net operating losses and the Company anticipates that losses will continue in the near term. The Company expects its operating expenses will remain consistent with the current period and will need to generate significant net sales to achieve profitability. To date, the Company has funded operations primarily with proceeds from the sales of preferred stock, borrowings under term loans and the convertible note, sales of products, and the proceeds from the sale of common stock in public offerings. The Company continues to evaluate overall capital needs, and while the Company believes there are sufficient capital resources to continue as a going concern over the next twelve months, the Company may be required to raise additional debt or equity capital to fund ongoing operations.

As of March 31, 2022, the Company had cash and cash equivalents of $38.9 million. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

Debt financing – recent developments

Refer to Note 7 for a full description and updates to all of the Company’s long-term debt, revolving line of credit, and convertible note.

Recent Accounting Pronouncements
c.
Recent Accounting Pronouncements

 

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 condensed 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 condensed consolidated financial statements.

Risks and Uncertainties
d.
Risks and Uncertainties

 

As an aesthetics company, surgical procedures involving the Company’s breast products are susceptible to local and national government restrictions, such as social distancing, vaccination requirements, “shelter in place” orders and business closures. The inability or limited ability to perform such non-emergency procedures and patients electing to postpone elective aesthetics procedures due to the pandemic significantly harmed the Company’s revenues since the second quarter of 2020 and continued to harm the Company’s revenues during the three months ended March 31, 2022. While many states have lifted certain restrictions on non-emergency procedures and procedural volume rates for non-emergency procedures have been recovering, the Company will likely continue to experience future harm to its revenues while existing or new restrictions remain in place. It is not possible to accurately predict the length or severity of the COVID-19 pandemic or the impact on the Company’s business, including the timing for a broad and sustained ability to perform non-emergency procedures involving the Company’s products. The Company continues to monitor and assess new information related to the COVID-19 pandemic, the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets.

 

Further, the spread of COVID-19 has caused the Company to modify workforce practices, and the Company may take further actions determined to be in the best interests of the Company’s employees or as required by governments. The continued spread of COVID-19, or another infectious disease, could also result in delays or disruptions in the Company’s supply chain or adversely affect the Company’s manufacturing facilities and personnel. Further, trade and/or national security protection policies may be adjusted as a result of the COVID-19 pandemic, such as actions by governments that limit, restrict or prevent the movement of certain goods into a country and/or region, 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
e.
Reclassifications

 

Certain reclassifications have been made to prior year amounts to conform to the current year presentation, including those related to discontinued operations following the sale of the miraDry business.

v3.22.1
Discontinued Operations (Tables)
9 Months Ended
Sep. 30, 2021
Discontinued Operations And Disposal Groups [Abstract]  
Schedule of Disposal Groups Including Discontinued Operations Balance Sheet and Income Statement The following table presents the aggregate carrying amounts of major classes of assets and liabilities of discontinued operations (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Assets of discontinued operations:

 

 

 

 

 

 

Prepaid expenses and other current assets

 

$

4

 

 

$

4

 

Current assets of discontinued operations

 

 

4

 

 

 

4

 

Total assets of discontinued operations

 

$

4

 

 

$

4

 

Liabilities of discontinued operations:

 

 

 

 

 

 

Accounts payable

 

$

6

 

 

$

6

 

Accrued and other current liabilities

 

 

494

 

 

 

494

 

Total liabilities of discontinued operations

 

$

500

 

 

$

500

 

The following table provides information regarding the results of discontinued operations (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Net sales

 

$

 

 

$

4,924

 

Cost of goods sold

 

 

 

 

 

2,776

 

Gross profit

 

 

 

 

 

2,148

 

Operating expenses

 

 

56

 

 

 

196

 

Income (loss) from operations of discontinued operations

 

 

(56

)

 

 

1,952

 

Other income (expense), net

 

 

 

 

 

(31

)

Income (loss) from discontinued operations before income taxes

 

 

(56

)

 

 

1,921

 

Total income (loss) from discontinued operations before income taxes

 

 

(56

)

 

 

1,921

 

Income tax expense (benefit)

 

 

 

 

 

 

Income (loss) from discontinued operations, net of income taxes

 

$

(56

)

 

$

1,921

 

v3.22.1
Revenue (Tables)
3 Months Ended
Mar. 31, 2022
Revenue From Contract With Customer [Abstract]  
Schedule of Rollforward of Sales Return Liability The following table provides a rollforward of the sales return liability (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Beginning balance

 

$

13,399

 

 

$

9,192

 

Addition to reserve for sales activity

 

 

41,870

 

 

 

36,386

 

Actual returns

 

 

(37,030

)

 

 

(33,700

)

Change in estimate of sales returns

 

 

(1,746

)

 

 

(858

)

Ending balance

 

$

16,493

 

 

$

11,020

 

Schedule of Liability for Unsatisfied Performance Obligations Under Service Warranty The liability for unsatisfied performance obligations under the service warranty as of March 31, 2022 were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

Balance as of December 31, 2021

 

$

3,237

 

Additions and adjustments

 

 

555

 

Revenue recognized

 

 

(176

)

Balance as of March 31, 2022

 

$

3,616

 

v3.22.1
Fair Value of Financial Instruments (Tables)
3 Months Ended
Mar. 31, 2022
Financial Instruments Owned At Fair Value [Abstract]  
Schedule of Carrying Value and Fair Value of Convertible Note As of March 31, 2022, the carrying value and fair value of the convertible note were as follows (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Carrying value

 

$

48,268

 

 

$

47,477

 

Fair value

 

$

43,110

 

 

$

42,029

 

v3.22.1
Balance Sheet Components (Tables)
3 Months Ended
Mar. 31, 2022
Balance Sheet Related Disclosures [Abstract]  
Schedule of inventories, net

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Raw materials

 

$

1,743

 

 

$

2,109

 

Work in progress

 

 

4,690

 

 

 

4,796

 

Finished goods

 

 

43,022

 

 

 

41,982

 

Finished goods - right of return

 

 

4,769

 

 

 

4,027

 

 

 

$

54,224

 

 

$

52,914

 

Schedule of property and equipment, net

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Leasehold improvements

 

$

3,464

 

 

$

2,734

 

Manufacturing equipment and tooling

 

 

9,577

 

 

 

9,922

 

Computer equipment

 

 

1,661

 

 

 

1,672

 

Software

 

 

6,344

 

 

 

6,379

 

Furniture and fixtures

 

 

1,179

 

 

 

1,542

 

 

 

 

22,225

 

 

 

22,249

 

Less accumulated depreciation

 

 

(9,140

)

 

 

(8,251

)

 

 

$

13,085

 

 

$

13,998

 

Schedule of Carrying Amount of Goodwill

The carrying amount of goodwill as of March 31, 2022 and December 31, 2021 were as follows (in thousands):

 

 

 

Plastic Surgery

 

Balances as of December 31, 2021

 

 

 

Goodwill

 

 

23,480

 

Accumulated impairment losses

 

 

(14,278

)

Goodwill, net

 

$

9,202

 

Balances as of March 31, 2022

 

 

 

Goodwill

 

 

23,480

 

Accumulated impairment losses

 

 

(14,278

)

Goodwill, net

 

$

9,202

 

Schedule of Other Intangible assets

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

 

 

 

Average

 

 

 

 

 

 

Amortization

 

 

March 31, 2022

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

10

 

 

$

4,940

 

 

$

(4,291

)

 

$

649

 

Trade names - finite life

 

 

12

 

 

 

800

 

 

 

(406

)

 

 

394

 

Manufacturing know-how

 

 

19

 

 

 

8,240

 

 

 

(1,858

)

 

 

6,382

 

Developed technology

 

 

8

 

 

 

20,661

 

 

 

(646

)

 

 

20,015

 

Total definite-lived intangible assets

 

 

 

 

$

34,641

 

 

$

(7,201

)

 

$

27,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles with indefinite lives

 

 

 

 

 

 

 

 

 

 

 

 

Trade names - indefinite life

 

 

 

 

450

 

 

 

 

 

 

450

 

Total indefinite-lived intangible assets

 

 

 

 

$

450

 

 

$

 

 

$

450

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

December 31, 2021

 

 

 

Period

 

 

Gross Carrying

 

 

Accumulated

 

 

Intangible

 

 

 

(in years)

 

 

Amount

 

 

Amortization

 

 

Assets, net

 

Intangibles with definite lives

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

10

 

 

$

4,940

 

 

$

(4,224

)

 

$

716

 

Trade names - finite life

 

 

12

 

 

 

800

 

 

 

(389

)

 

 

411

 

Manufacturing know-how

 

 

19

 

 

 

8,240

 

 

 

(1,652

)

 

 

6,588

 

Developed technology

 

 

8

 

 

 

20,600

 

 

 

-

 

 

 

20,600

 

Total definite-lived intangible assets

 

 

 

 

$

34,580

 

 

$

(6,265

)

 

$

28,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles with indefinite lives

 

 

 

 

 

 

 

 

 

 

 

 

Trade names - indefinite life

 

 

 

 

450

 

 

 

 

 

 

450

 

Total indefinite-lived intangible assets

 

 

 

 

$

450

 

 

$

 

 

$

450

 

Schedule of Future Estimated Amortization Expense The following table summarizes the future estimated amortization expense relating to the Company's definite-lived intangible assets as of March 31, 2022 (in thousands):

 

 

 

Amortization

 

Period

 

Expense

 

2022

 

$

3,374

 

2023

 

 

3,594

 

2024

 

 

3,449

 

2025

 

 

3,306

 

2026

 

 

3,133

 

Thereafter

 

 

10,584

 

 

 

$

27,440

 

Schedule of accrued and other current liabilities

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Payroll and related expenses

 

$

3,189

 

 

$

5,188

 

Accrued severance

 

 

474

 

 

 

248

 

Accrued commissions

 

 

3,020

 

 

 

4,329

 

Accrued manufacturing

 

 

30

 

 

 

121

 

Deferred and contingent consideration, current portion

 

 

2,567

 

 

 

2,431

 

Audit, consulting and legal fees

 

 

131

 

 

 

185

 

Accrued sales and marketing expenses

 

 

189

 

 

 

159

 

Lease liabilities

 

 

1,727

 

 

 

1,666

 

Other

 

 

6,728

 

 

 

6,971

 

 

 

$

18,055

 

 

$

21,298

 

Schedule of rollforward of the accrued assurance-type warrantie

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

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Balance as of January 1

 

$

2,505

 

 

$

1,934

 

Warranty costs incurred during the period

 

 

(158

)

 

 

(31

)

Changes in accrual related to warranties issued during the period

 

 

267

 

 

 

195

 

Changes in accrual related to pre-existing warranties

 

 

24

 

 

 

5

 

Balance as of March 31

 

$

2,638

 

 

$

2,103

 

Schedule of Company's Liabilities that are Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands):

 

 

 

Fair Value Measurements as of

 

 

 

March 31, 2022 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Liability for contingent consideration

 

$

 

 

$

 

 

$

3,039

 

 

$

3,039

 

 

 

$

 

 

$

 

 

$

3,039

 

 

$

3,039

 

 

 

 

Fair Value Measurements as of

 

 

 

December 31, 2021 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Liability for contingent consideration

 

$

 

 

$

 

 

$

3,114

 

 

$

3,114

 

 

 

$

 

 

$

 

 

$

3,114

 

 

$

3,114

 

Schedule of Aggregate Fair Values of Company's Liabilities for which Fair Value is Determined by Level 3 Inputs

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

 

 

 

Contingent consideration liability

 

Balance, December 31, 2021

 

$

3,114

 

Change in fair value

 

 

(75

)

Balance, March 31, 2022

 

$

3,039

 

v3.22.1
Leases (Tables)
3 Months Ended
Mar. 31, 2022
Leases [Abstract]  
Components of Lease Expense

Components of lease expense were as follows:

 

 

 

 

 

Three Months Ended March 31,

 

Lease Cost

 

Classification

 

2022

 

 

2021

 

Operating lease cost

 

Operating expenses

 

$

414

 

 

$

428

 

Operating lease cost

 

Inventory

 

 

114

 

 

 

100

 

Sublease income

 

Operating expenses

 

 

(233

)

 

 

 

Total operating lease cost

 

 

 

$

295

 

 

$

528

 

Finance lease cost

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

Operating expenses

 

 

3

 

 

 

10

 

Amortization of right-of-use assets

 

Inventory

 

 

12

 

 

 

12

 

Interest on lease liabilities

 

Other income (expense), net

 

 

1

 

 

 

2

 

Total finance lease cost

 

 

 

$

16

 

 

$

24

 

Total lease cost

 

 

 

$

311

 

 

$

552

 

Supplemental Cash Flow Information Related to Operating and Finance Leases

Supplemental cash flow information related to operating and finance leases for the three months ended March 31, 2022 was as follows (in thousands):

 

 

 

2022

 

 

2021

 

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

 

 

 

 

 

 

Operating cash outflows from operating leases

 

$

407

 

 

$

418

 

Operating cash outflows from finance leases

 

 

13

 

 

 

24

 

Supplemental Balance Sheet Information Related to Operating and Finance Leases

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Reported as:

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

Operating lease right-of-use assets

 

$

6,102

 

 

$

6,488

 

Finance lease right-of-use assets

 

 

63

 

 

 

77

 

Total right-of use assets

 

$

6,165

 

 

$

6,565

 

Accrued and other current liabilities

 

 

 

 

 

 

Operating lease liabilities

 

$

1,655

 

 

$

1,595

 

Finance lease liabilities

 

 

72

 

 

 

71

 

Warranty reserve and other long-term liabilities

 

 

 

 

 

 

Operating lease liabilities

 

 

5,129

 

 

 

5,576

 

Finance lease liabilities

 

 

17

 

 

 

28

 

Total lease liabilities

 

$

6,873

 

 

$

7,270

 

Weighted average remaining lease term (years)

 

 

 

 

 

 

Operating leases

 

 

4

 

 

 

4

 

Finance leases

 

 

1

 

 

 

2

 

Weighted average discount rate

 

 

 

 

 

 

Operating leases

 

 

8.19

%

 

 

8.16

%

Finance leases

 

 

6.90

%

 

 

6.90

%

Maturities of Operating and Finance Lease Liabilities

As of March 31, 2022, maturities of the Company’s operating and finance lease liabilities are as follows (in thousands):

 

Period

 

Operating leases

 

 

Finance leases

 

 

Total

 

2022

 

$

1,665

 

 

$

50

 

 

$

1,715

 

2023

 

 

2,267

 

 

 

38

 

 

 

2,305

 

2024

 

 

1,816

 

 

 

4

 

 

 

1,820

 

2025

 

 

896

 

 

 

 

 

 

896

 

2026

 

 

851

 

 

 

 

 

 

851

 

2027

 

 

582

 

 

 

 

 

 

582

 

Total lease payments

 

$

8,077

 

 

$

92

 

 

$

8,169

 

Less imputed interest

 

 

1,293

 

 

 

3

 

 

 

1,296

 

Total lease liabilities

 

$

6,784

 

 

$

89

 

 

$

6,873

 

v3.22.1
Debt (Tables)
3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Future Principal Payments for Outstanding Debt

The future schedule of principal payments for all outstanding debt as of March 31, 2022 was as follows (in thousands):

 

Fiscal Year

 

 

 

2022

 

$

2,460

 

2023

 

 

14,000

 

2024

 

 

7,000

 

2025

 

 

60,000

 

Total

 

$

83,460

 

v3.22.1
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2022
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, 2021

 

 

1,703,963

 

 

$

4.75

 

 

 

5.41

 

Granted

 

 

150,000

 

 

 

 

 

 

 

Forfeited

 

 

(8,598

)

 

 

13.49

 

 

 

 

Balances at March 31, 2022

 

 

1,845,365

 

 

$

4.32

 

 

 

5.56

 

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, 2021

 

 

2,799,552

 

 

$

8.11

 

Granted

 

 

2,683,961

 

 

 

2.54

 

Vested

 

 

(265,331

)

 

 

5.17

 

Forfeited

 

 

(18,831

)

 

 

0.31

 

Balances at March 31, 2022

 

 

5,199,351

 

 

$

5.41

 

v3.22.1
Net Loss Per Share (Tables)
3 Months Ended
Mar. 31, 2022
Earnings Per Share [Abstract]  
Schedule of net loss per share, basic and diluted

 

 

Three Months Ended March 31,

 

 

2022

 

 

2021

 

Loss from continuing operations

 

$

(17,985

)

 

 

$

(56,611

)

Income (loss) from discontinued operations, net of income taxes

 

 

(56

)

 

 

 

1,921

 

Net loss

 

$

(18,041

)

 

 

$

(54,690

)

Weighted average common shares outstanding, basic and diluted

 

 

62,334,073

 

 

 

 

54,321,146

 

Basic and diluted net loss per share attributable to common stockholders

 

 

 

 

 

 

 

Continuing operations

 

$

(0.29

)

 

 

$

(1.04

)

Discontinued operations

 

 

(0.00

)

 

 

 

0.03

 

Basic and diluted net loss per share

 

$

(0.29

)

 

 

$

(1.01

)

 

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 for the three months ended March 31, 2022 and 2021, from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods.

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Stock issuable upon conversion of convertible note

 

 

14,634,146

 

 

 

14,634,146

 

Stock options to purchase common stock

 

 

30,033

 

 

 

1,687,409

 

Unvested RSUs

 

 

2,668,069

 

 

 

1,902,195

 

 

 

 

17,332,248

 

 

 

18,223,750

 

v3.22.1
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Mar. 31, 2021
Summary Of Significant Accounting Policies [Line Items]      
Cash and cash equivalents $ 38,883 $ 51,772 $ 80,372
v3.22.1
Discontinued Operations (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]    
Receivable $ 39,265 $ 33,105
Accounts payable 9,112 $ 7,402
Sublease Income 200  
Transition Services Agreement    
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]    
TSA fees and cost reimbursements in operating expenses from continuing operations 100  
Payments relating to the TSA services 300  
Receivable relating to TSA services 2,300  
Remittance relating to TSA services $ 2,300  
Sublease Agreement    
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]    
Sublease term initial period 6 months  
Other Current Assets | Transition Services Agreement    
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]    
Receivable $ 100  
miraDry    
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]    
Proceeds from sale of assets 10,000  
Net upfront cash proceeds 11,300  
Loss on sale of businesses (2,500)  
Payment for post close changes in net asset value $ 3,200  
v3.22.1
Discontinued Operations - Summary of Aggregate Carrying Amounts of Major Classes of Assets and Liabilities of Discontinued Operations (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Assets of discontinued operations:    
Prepaid expenses and other current assets $ 4 $ 4,000
Current assets of discontinued operations 4 4
Total assets of discontinued operations 4 4
Liabilities of discontinued operations:    
Accounts payable 6 6
Accrued and other current liabilities 494 494
Total liabilities of discontinued operations $ 500 $ 500
v3.22.1
Discontinued Operations - Summary of Information Regarding the Results of Discontinued Operations (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Discontinued Operation Income Loss From Discontinued Operation Disclosures [Abstract]    
Net sales   $ 4,924
Cost of goods sold   2,776
Gross profit   2,148
Operating expenses $ 56 196
Income (loss) from operations of discontinued operations (56) 1,952
Other income (expense), net   (31)
Income (loss) from discontinued operations before income taxes (56) 1,921
Total income (loss) from discontinued operations before income taxes (56) 1,921
Income (loss) from discontinued operations, net of income taxes $ (56) $ 1,921
v3.22.1
Revenue (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Mar. 31, 2022
Product Replacement  
Revenue From Contracts With Customers [Line Items]  
Performance obligation satisfying period 20 years
Breast Products and Consumable miraDry products  
Revenue From Contracts With Customers [Line Items]  
Performance obligation satisfying period 30 days
Maximum | Financial Assistance  
Revenue From Contracts With Customers [Line Items]  
Performance obligation satisfying period 24 months
Minimum | Financial Assistance  
Revenue From Contracts With Customers [Line Items]  
Performance obligation satisfying period 3 months
v3.22.1
Revenue (Details)
3 Months Ended
Mar. 31, 2022
Change In Contract With Customer Liability [Abstract]  
Period for sales return 6 months
v3.22.1
Revenue - Schedule of Liability for Unsatisfied Performance Obligations Under Service Warranty and Deliverables Under Certain Marketing Programs (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2022
USD ($)
Change In Contract With Customer Liability [Abstract]  
Balance as of December 31, 2021 $ 3,237
Additions and adjustments 555
Revenue recognized (176)
Balance as of March 31, 2022 $ 3,616
v3.22.1
Revenue - Schedule of Rollforward of Sales Return Liability (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Revenue Recognition [Abstract]    
Beginning balance $ 13,399 $ 9,192
Addition to reserve for sales activity 41,870 36,386
Actual returns (37,030) (33,700)
Change in estimate of sales returns (1,746) (858)
Ending balance $ 16,493 $ 11,020
v3.22.1
Fair Value of Financial Instruments - Schedule of Carrying Value and Fair Value of Convertible Note (Details) - Convertible Note - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Carrying Value $ 48,268 $ 47,477
Fair Value $ 43,110 $ 42,029
v3.22.1
Balance Sheet Components (Inventories) (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]    
Raw materials $ 1,743 $ 2,109
Work in progress 4,690 4,796
Finished goods 43,022 41,982
Finished goods - right of return 4,769 4,027
Inventory, net $ 54,224 $ 52,914
v3.22.1
Balance Sheet Components (PPE) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2021
Property Plant And Equipment [Line Items]      
Property and equipment, gross $ 22,225   $ 22,249
Less accumulated depreciation (9,140)   (8,251)
Property and equipment, net 13,085   13,998
Depreciation expense 800 $ 700  
Leasehold improvements      
Property Plant And Equipment [Line Items]      
Property and equipment, gross 3,464   2,734
Manufacturing equipment and toolings      
Property Plant And Equipment [Line Items]      
Property and equipment, gross 9,577   9,922
Computer equipment      
Property Plant And Equipment [Line Items]      
Property and equipment, gross 1,661   1,672
Software      
Property Plant And Equipment [Line Items]      
Property and equipment, gross 6,344   6,379
Furniture and fixtures      
Property Plant And Equipment [Line Items]      
Property and equipment, gross $ 1,179   $ 1,542
v3.22.1
Balance Sheet Components - Schedule of Carrying Amount of Goodwill (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Goodwill and intangible assets    
Goodwill, net $ 9,202 $ 9,202
Plastic Surgery    
Goodwill and intangible assets    
Goodwill 23,480 23,480
Accumulated impairment losses (14,278) (14,278)
Goodwill, net $ 9,202 $ 9,202
v3.22.1
Balance Sheet Components - Components of Other Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 34,641 $ 34,580
Accumulated Amortization (7,201) (6,265)
Intangible Assets, net 27,440 28,315
Indefinite-lived intangible assets $ 450 $ 450
Customer relationships    
Finite Lived Intangible Assets [Line Items]    
Average Amortization Period 10 years 10 years
Gross Carrying Amount $ 4,940 $ 4,940
Accumulated Amortization (4,291) (4,224)
Intangible Assets, net $ 649 $ 716
Trade name    
Finite Lived Intangible Assets [Line Items]    
Average Amortization Period 12 years 12 years
Gross Carrying Amount $ 800 $ 800
Accumulated Amortization (406) (389)
Intangible Assets, net 394 411
Indefinite-lived intangible assets $ 450 $ 450
Manufacturing know-how    
Finite Lived Intangible Assets [Line Items]    
Average Amortization Period 19 years 19 years
Gross Carrying Amount $ 8,240 $ 8,240
Accumulated Amortization (1,858) (1,652)
Intangible Assets, net $ 6,382 $ 6,588
Developed Technology    
Finite Lived Intangible Assets [Line Items]    
Average Amortization Period 8 years 8 years
Gross Carrying Amount $ 20,661 $ 20,600
Accumulated Amortization (646) 0
Intangible Assets, net $ 20,015 $ 20,600
v3.22.1
Balance Sheet Components (Goodwill and Other Intangible Assets) (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Other intangible assets    
Amortization expense $ 0.9 $ 0.3
v3.22.1
Balance Sheet Components - Schedule of Future Estimated Amortization Expense (Details)
$ in Thousands
Mar. 31, 2022
USD ($)
Estimated amortization expense  
2022 $ 3,374
2023 3,594
2024 3,449
2025 3,306
2026 3,133
Thereafter 10,584
Total amortization $ 27,440
v3.22.1
Balance Sheet Components (Accrued liabilities) (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Accrued and other current liabilities    
Payroll and related expenses $ 3,189 $ 5,188
Accrued severance 474 248
Accrued commissions 3,020 4,329
Accrued manufacturing 30 121
Deferred and contingent consideration, current portion 2,567 2,431
Audit, consulting and legal fees 131 185
Accrued sales and marketing expenses 189 159
Lease liabilities 1,727 1,666
Other 6,728 6,971
Total $ 18,055 $ 21,298
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Accrued and Other Current Liabilities Accrued and Other Current Liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] Accrued and Other Current Liabilities Accrued and Other Current Liabilities
v3.22.1
Balance Sheet Components - Schedule of rollforward of the accrued assurance-type warranties (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Beginning Balance $ 2,505 $ 1,934
Warranty costs incurred during the period (158) (31)
Changes in accrual related to warranties issued during the period 267 195
Changes in accrual related to pre-existing warranties 24 5
Ending Balance $ 2,638 $ 2,103
Monte-Carlo Simulation Model | Measurement Input, Volatility Rate    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assumption for Fair Value of Interests Continued to be Held by Transferor Servicing Assets or Liabilities Volatility Rate 100.00%  
v3.22.1
Balance Sheet Components (Liabilities measured at fair value) (Details)
3 Months Ended
Mar. 31, 2022
Measurement Input, Discount Rate | BIOCORNEUM | Future Royalty Payments  
Fair Value Measurements  
Fair value measurement discount rate 21.00%
v3.22.1
Balance Sheet Components - Schedule of Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Fair Value Measurements    
Fair value liability $ 3,039  
Contingent Consideration Liability    
Fair Value Measurements    
Fair value liability 3,039 $ 3,114
Derivative Liability    
Fair Value Measurements    
Fair value liability   3,114
Level 3    
Fair Value Measurements    
Fair value liability 3,039  
Level 3 | Contingent Consideration Liability    
Fair Value Measurements    
Fair value liability $ 3,039 3,114
Level 3 | Derivative Liability    
Fair Value Measurements    
Fair value liability   $ 3,114
v3.22.1
Balance Sheet Components - Schedule of Aggregate Fair Values of Company's Liabilities for which Fair Value is Determined by Level 3 Inputs (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2022
USD ($)
Fair Value Measurements  
Balance at beginning of the period $ 3,114
Level 3 | Contingent Consideration Liability | Fair Value, Recurring  
Fair Value Measurements  
Change in fair value (75)
Balance at the end of the period $ 3,039
v3.22.1
Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Lessee Lease Description [Line Items]    
Total operating lease cost $ 295 $ 528
Sublease income (200)  
Finance lease cost    
Total finance lease cost 16 24
Total lease cost 311 552
Inventory    
Lessee Lease Description [Line Items]    
Total operating lease cost 114 100
Finance lease cost    
Amortization of right-of-use assets 12 12
Operating Expenses    
Lessee Lease Description [Line Items]    
Total operating lease cost 414 428
Sublease income (233)  
Finance lease cost    
Amortization of right-of-use assets 3 10
Other Income (Expense), Net    
Finance lease cost    
Interest on lease liabilities $ 1 $ 2
v3.22.1
Leases - Supplemental Cash Flow Information Related to Operating and Finance Leases (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash outflows from operating leases $ 407 $ 418
Operating cash outflows from finance leases $ 13 $ 24
v3.22.1
Leases - Supplemental Balance Sheet Information Related to Operating and Finance Leases (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Assets And Liabilities Lessee [Abstract]    
Operating lease right-of-use assets $ 6,102 $ 6,488
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other assets Other assets
Finance lease right-of-use assets $ 63 $ 77
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other assets Other assets
Total right-of use assets $ 6,165 $ 6,565
Operating lease liabilities $ 1,655 $ 1,595
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Accrued and Other Current Liabilities Accrued and Other Current Liabilities
Finance lease liabilities $ 72 $ 71
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] Accrued and Other Current Liabilities Accrued and Other Current Liabilities
Operating lease liabilities $ 5,129 $ 5,576
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] sien:WarrantyReserveAndOtherLongTermLiabilitiesMember sien:WarrantyReserveAndOtherLongTermLiabilitiesMember
Finance lease liabilities $ 17 $ 28
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] sien:WarrantyReserveAndOtherLongTermLiabilitiesMember sien:WarrantyReserveAndOtherLongTermLiabilitiesMember
Total lease liabilities $ 6,873 $ 7,270
Weighted average remaining lease term (years)    
Operating leases 4 years 4 years
Finance leases 1 year 2 years
Weighted average discount rate    
Operating leases 8.19% 8.16%
Finance leases 6.90% 6.90%
v3.22.1
Leases - Maturities of Operating and Finance Lease Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Operating Lease Liabilities, Payments Due [Abstract]    
Operating leases, 2022 $ 1,665  
Operating leases, 2023 2,267  
Operating leases, 2024 1,816  
Operating leases, 2025 896  
Operating leases, 2026 851  
Operating leases, 2027 582  
Total operating lease payments 8,077  
Less imputed interest, Operating leases 1,293  
Total operating lease liabilities 6,784  
Finance Lease Liabilities, Payments, Due [Abstract]    
Finance leases, 2022 50  
Finance leases, 2023 38  
Finance leases, 2024 4  
Total finance lease payments 92  
Less imputed interest, Finance leases 3  
Total finance lease liabilities 89  
Lessee Lease Liability Payments Due [Abstract]    
2022 1,715  
2023 2,305  
2024 1,820  
2025 896  
2026 851  
2027 582  
Total lease payments 8,169  
Less imputed interest 1,296  
Total lease liabilities $ 6,873 $ 7,270
v3.22.1
Debt (Details) - USD ($)
3 Months Ended
Jul. 25, 2017
Mar. 31, 2022
Sep. 30, 2021
Mar. 31, 2021
Dec. 31, 2021
Line Of Credit Facility [Line Items]          
Additional interest (as a percent) 5.00%        
Common stock, shares issued   62,552,927     62,242,090
Amortization of debt issuance costs and discounts   $ 938,000   $ 848,000  
Increase in percentage of payment fee   0.50%      
Tranche 6          
Line Of Credit Facility [Line Items]          
Debt Instrument principal amount   $ 9,000,000      
Restated Term Loan Agreement          
Line Of Credit Facility [Line Items]          
Loan amount outstanding   21,000.0      
Unamortized debt issuance costs     $ 500,000    
Unamortized debt discount and issuance costs   800,000      
Exit fee payable   300,000      
Revolving Loan          
Line Of Credit Facility [Line Items]          
Loan amount outstanding   2,500,000      
Revolving Loan | Other Assets          
Line Of Credit Facility [Line Items]          
Unamortized debt issuance costs     $ 41,000    
Term Loan and Revolving Loan          
Line Of Credit Facility [Line Items]          
Amortization of debt issuance costs   100,000   200,000  
Term Loan and Revolving Loan | Tranche 4          
Line Of Credit Facility [Line Items]          
Debt Instrument principal amount       5,000,000  
Deerfield Facility Agreement | Convertible Note          
Line Of Credit Facility [Line Items]          
Amortization of debt issuance costs       $ 700,000  
Unamortized debt discount and issuance costs   $ 11,700,000      
Debt instrument interest rate     12.00%    
Amortization of debt issuance costs and discounts     $ 800,000    
v3.22.1
Debt (Schedule of Future Principal Payments of Outstanding Debt) (Details)
$ in Thousands
Mar. 31, 2022
USD ($)
Debt Disclosure [Abstract]  
2022 $ 2,460
2023 14,000
2024 7,000
2025 60,000
Total $ 83,460
v3.22.1
Stockholders' Equity (Details) - $ / shares
Mar. 31, 2022
Dec. 31, 2021
Sep. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Stock other disclosures          
Common and preferred stock, shares authorized 210,000,000     210,000,000  
Common stock, shares authorized 200,000,000 200,000,000   200,000,000  
Common stock, par value (in dollars per share) $ 0.01 $ 0.01   $ 0.01  
Preferred stock, shares authorized 10,000,000 10,000,000   10,000,000  
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01   $ 0.01
Preferred stock, shares issued 0 0   0  
Preferred stock, shares outstanding 0 0      
v3.22.1
Stockholders' Equity (Options) (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Mar. 31, 2021
Stock options      
Number of options      
Balance at the beginning of period (in shares) 1,703,963    
Options granted (in shares) 150,000    
Options forfeited (in shares) (8,598)    
Balance at the end of the period (in shares) 1,845,365 1,703,963  
Weighted average exercise price      
Balance at the beginning of period (in dollars per share) $ 4.75    
Options exercised (in dollars per share) 0    
Options forfeited (in dollars per share) 13.49    
Balance at the end of period (in dollars per share) $ 4.32 $ 4.75  
Additional information      
Weighted average remaining contractual term 5 years 6 months 21 days 5 years 4 months 28 days  
Stock-based compensation expense $ 0.1    
Unrecognized compensation costs (in dollars)     $ 1.7
2014 Plan      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Number of shares available for future grants 2,290,949    
Inducement Plan      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Number of shares available for future grants 272,313    
Number of shares awarded 2,342,893    
Grant period of stock awards 10 years    
Number of additional years of requisite service period 3 years    
Vesting period 1 year    
Inducement Plan | On the first anniversary      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting percentage 25.00%    
Inducement Plan | Minimum      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Purchase price of awards expressed as a percentage of fair value of shares on the date of grant 100.00%    
Percentage of possible payouts of the target award 0.00%    
Inducement Plan | Minimum | Individual options      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting percentage 25.00%    
Inducement Plan | Maximum      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Percentage of possible payouts of the target award 100.00%    
2007 Plan and 2014 Plan | Stock options      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Grant period of stock awards 10 years    
2007 Plan and 2014 Plan | Stock options | Minimum      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Purchase price of awards expressed as a percentage of fair value of shares on the date of grant 100.00%    
Percentage of voting power owned by shareholder 10.00%    
2007 Plan and 2014 Plan | Stock options | Maximum      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Purchase price of awards expressed as a percentage of fair value of shares on the date of grant 110.00%    
v3.22.1
Stockholders' Equity (Restricted Stock) (Details) - Restricted stock units - 2014 Plan - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 9 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Sep. 30, 2020
Stockholders' Equity, other disclosures      
Requisite service period, annually     3 years
Stock-based compensation expense $ 1.9 $ 2.9  
Unrecognized compensation costs (in dollars) $ 13.5    
Weighted average period over which unrecognized compensation costs are expected to be recognized 2 years 3 months 25 days    
Number of shares      
Balance at beginning of the period 2,799,552    
Granted 2,683,961    
Vested (265,331)    
Forfeited (18,831)    
Balance at end of the period 5,199,351    
Weighted average grant date fair value      
Balance at beginning of the period $ 8.11    
Granted 2.54    
Vested 5.17    
Forfeited 0.31    
Balance at end of the period $ 5.41    
v3.22.1
Stockholders' Equity (Stock Purchase) (Details) - 2014 Employee Stock Purchase Plan - USD ($)
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Oct. 31, 2014
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 139,574    
Weighted Average purchase price $ 2.36    
Number of shares available for future grants 1,735,734    
Stock-based compensation expense $ 100,000 $ 100,000  
Incremental compensation cost $ 0 $ 0  
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
v3.22.1
Net Loss Per Share - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Earnings Per Share [Abstract]    
Loss from continuing operations $ (17,985) $ (56,611)
Income (loss) from discontinued operations, net of income taxes (56) 1,921
Net loss $ (18,041) $ (54,690)
Weighted Average Number of Shares Outstanding, Basic and Diluted 62,334,073 54,321,146
Earnings Per Share, Basic and Diluted [Abstract]    
Continuing operations $ (0.29) $ (1.04)
Discontinued operations (0.00) 0.03
Basic and diluted net loss per share $ (0.29) $ (1.01)
v3.22.1
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Potentially dilutive securities    
Potentially dilutive securities 17,332,248 18,223,750
Stock issuable upon conversion of convertible note    
Potentially dilutive securities    
Potentially dilutive securities 14,634,146 14,634,146
Stock options to purchase common stock    
Potentially dilutive securities    
Potentially dilutive securities 30,033 1,687,409
Unvested RSUs    
Potentially dilutive securities    
Potentially dilutive securities 2,668,069 1,902,195
v3.22.1
Income Taxes (Details) - USD ($)
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Income Tax Disclosure [Abstract]    
Tax expense $ 0 $ 0
v3.22.1
Segment Information (Details)
3 Months Ended
Mar. 31, 2022
Segment
Segment Reporting [Abstract]  
Number of reportable segments 1