UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2022	

SIENTRA, INC.
(Exact name of Registrant as Specified in Its Charter)

					
Delaware	001-36709	20-5551000	
(State or Other Jurisdiction
of Incorporation)	(Commission File Number)	(IRS Employer
Identification No.)	
 	 	 	 	 	
420 South Fairview Avenue, Suite 200	 	
Santa Barbara, California	 	93117	
(Address of Principal Executive Offices)	 	(Zip Code)	

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

 	
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:‌
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading
Symbol(s)	 	
Name of each exchange on which registered	
Common Stock, par value $0.01 per share	 	SIEN	 	The NASDAQ Global Select Market	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).‌
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 2.02 Results of Operations and Financial Condition.
On May 12, 2022, Sientra, Inc. (the “Company”) issued a press release announcing its financial condition and results of operations for the period ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information under Item 2.02 of this Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, is being furnished, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.	 	Description	
99.1	 	Earnings Press Release of Sientra, Inc. dated May 12, 2022.	
104	 	Cover Page Interactive Data File (embedded within the Inline XBRL document)	

 

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

 	 	 	SIENTRA, INC.	
 	 	 	 	
Date:	May 12, 2022	By:‌	/s/ Ronald Menezes	
 	 	 	Ronald Menezes
President and Chief Executive Officer	

Exhibit 99.1

Sientra Reports Seventh Consecutive Quarter of Record Growth for First Quarter 2022
 
Record Growth Driven by Continued Expansion of Augmentation and Reconstruction Accounts
 
Accelerated Gross Margin Improvement Through Execution of Commercial and Operational Plans
 
Santa Barbara, CA – May 12, 2022 – Sientra, Inc. (NASDAQ: SIEN) (“Sientra” or the “Company”), a medical aesthetics company focused on enhancing lives by advancing the art of plastic surgery, today announced its financial results for the first quarter that ended March 31, 2022.
 
Q1 2022 Financial and Business Highlights
•Net sales of $21.4 million, representing growth of 17% over the first quarter of 2021, driven by 50% year-over-year growth in reconstruction.•Gross margins of 60%, reflecting strong reconstruction performance and improved operational efficiencies.•Expanded market share in both reconstruction and augmentation segments, adding over 200 new accounts.•Hosted first ever R&D Day highlighting Sientra’s strategic vision and innovation pipeline.•Commenced clinical study for novel fat grafting technology, with commercial plans on track for launch in early 2023.•Grew Sientra’s brand awareness, becoming the second most recognized breast implant brand among consumers.[1]•Augmentation market share hit an all-time high of approximately 13% at the end of the first quarter.[2]
 
Ron Menezes, Sientra’s President and Chief Executive Officer, said, “We are off to a strong start in 2022 as our team continues to execute well on our key growth strategies. We are very excited about the reemergence of reconstruction for accelerated expansion in the plastic surgery market, and sustainable, long-term growth driven by both reconstruction and augmentation.”
 
“A key goal is to become a leader in reconstruction and the way we started 2022 positions Sientra closer to that goal. We believe our history of best-in-class innovation, safety and clinically-proven 10-year data will allow us to further penetrate our end markets, particularly reconstructive surgery, where we are seeing some of the strongest growth trends,” concluded Menezes.

 

First Quarter 2022 Financial Results
 
•Total net sales were $21.4 million, an increase of 17% compared to total net sales of $18.3 million for the same period in 2021.
 
•Gross profit for the first quarter 2022 was $12.8 million, or 60.0% of sales, compared to gross profit of $10.2 million, or 55.4% of sales, for the same period in 2021.
 
•Operating expenses for the first quarter 2022 of $28.9 million compared to $21.9 million for the same period in 2021.
 
•Loss from continuing operations for the first quarter 2022 was $18.0 million, or $(0.29) per share, compared to $56.6 million, or $(1.04) per share, for the same period in 2021.
 
•On a non-GAAP basis, adjusted EBITDA loss for the first quarter 2022 was $11.8 million as compared to an adjusted EBITDA loss of $7.3 million for the same period in 2021.
 
•Net cash and cash equivalents as of March 31, 2022, were $38.9 million, compared to $51.8 million at December 31, 2021.

Full Year 2022 Guidance
 
For full year 2022, the Company expects to achieve total net sales of $93 million to $97 million, representing growth of 15% to 20% compared to net sales of $80.7 million in 2021. GAAP operating expense is expected to be $105 million to $109 million representing an increase of 16% to 20% compared to GAAP operating expense of $90.7 million in 2021. Non-GAAP operating expense is expected to be $90 million to $94 million representing an increase of 18% to 23% compared to Non-GAAP operating expense of $76.3 million in 2021.

Conference Call
 
Sientra will hold a conference call today, May 12, 2022, at 4:30 pm ET to discuss first quarter 2022 results. The dial-in numbers are 1-877-270-2148 for domestic callers and 1-412-902-6510 for international callers. The conference ID is 10166923. A live webcast of the conference call will be available on the Investor Relations section of the Company's website at www.sientra.com. The webcast will be archived on the website following the completion of the call.

 

Use of Non-GAAP Financial Measures
 
Sientra has supplemented its US GAAP net income (loss) with a non-GAAP measure of Adjusted EBITDA and US GAAP Operating Expenses with a non-GAAP measure of Non-GAAP Operating Expenses. Management believes that these non-GAAP financial measures provide useful supplemental information to management and investors regarding the performance of the Company, facilitate a more meaningful comparison of results for current periods with previous operating results, and assist management in analyzing future trends, making strategic and business decisions and establishing internal budgets and forecasts. Reconciliations of non-GAAP Adjusted EBITDA and Non-GAAP Operating Expenses to GAAP net income (loss) and GAAP Operating Expenses, the most directly comparable GAAP measures, are provided in the schedules below. In the current period, management added “Bad debt expense” as an adjustment to the non-GAAP measure of Adjusted EBITDA to align with internal targets, budgets and forecasts. The prior periods have been recast to conform with the current period presentation.
 
There are limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures. Investors and potential investors should consider non-GAAP financial measures only in conjunction with Sientra’s financial statements prepared in accordance with GAAP and the reconciliations of the non-GAAP financial measures provided in the schedules below.
 
About Sientra
Headquartered in Santa Barbara, California, Sientra is a medical aesthetics company exclusively focused on plastic surgery. The Company mission is to offer proprietary innovations and unparalleled partnerships that radically advance how plastic surgeons think, work and care for their patients. Sientra has developed a broad portfolio of products with technologically differentiated characteristics, supported by independent laboratory testing and strong clinical trial outcomes. The Company’s product portfolio includes its Sientra round and shaped breast implants, the first fifth generation breast implants approved by the FDA for sale in the United States, its ground-breaking Allox2® breast tissue expander with patented dual-port and integral drain technology, the AuraGen fat grafting system, and BIOCORNEUM®, the #1 performing, preferred and recommended scar gel of plastic surgeons (*).
 
Sientra uses its investor relations website to publish important information about the Company, including information that may be deemed material to investors. Financial and other information about Sientra is routinely posted and is accessible on the Company’s investor relations website at www.sientra.com.
(*) Data on file

Forward-Looking Statements
 
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are made only as of the date of this

release. The words ‘‘believe,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘will,’’ ‘‘aim,’’ ‘‘estimate,’’ ‘‘continue, ‘‘anticipate,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘position,” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify estimates, projections and other forward-looking statements. Forward-looking statements may include information concerning the Company’s unaudited financial information for the first quarter ended March 31, 2022, the impact of the COVID-19 pandemic on the Company and its operations, the Company’s possible or assumed future results of operations, including descriptions of the Company’s revenues, profitability, outlook and overall business strategy, the Company’s ability to successfully integrate the AuraGen fat grafting system into its existing operations, the reception of plastic surgeons to the Company’s products, the Company’s ability to expand into aesthetic applications outside of breast procedures, and the Company’s ability to capture additional market share and customer accounts in the plastic surgery market. Such statements are subject to risks and uncertainties, including the audit of the Company’s financial statements which audit is not yet complete and the numbers presented here could differ from the final audited financial statements presented by the Company, the scope and duration of the COVID-19 pandemic, the Company’s ability to recapture delayed procedures resulting from the COVID-19 pandemic, the positive reaction from plastic surgeons and their patients to the Company’s products, the ability to meet consumer demand including any potential supply issues resulting from the COVID-19 pandemic or the war in Ukraine, the growth of the plastic surgery market and breast procedures, and the ability of the Company to execute on its commercial, marketing, research and development and regulatory plans. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of Sientra’s public filings with the Securities and Exchange Commission. All statements other than statements of historical fact are forward-looking statements. The words ‘‘believe,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘will,’’ ‘‘aim,’’ ‘‘estimate,’’ ‘‘continue, ‘‘anticipate,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘position,” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify estimates, projections and other forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, and such estimates, projections and other forward-looking statements speak only as of the date they were made, and, except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

Investor Relations Contact
Aman R. Patel, CFA
aman.patel@westwicke.com

[1] Sientra Brand and Awareness Tracking Study, February 2022 (data on file)
[2] Ronan Solutions: Primary + Secondary Augmentation Data compared to Sientra procedural units shipped (data on file)

 

									
Sientra, Inc.	 	
Consolidated Statements of Operations	 	
(In thousands, except per share and share amounts)	 	
(Unaudited)	 	
 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2022	 	 	2021	 	
Net sales	 	$	21,398	 	 	$	18,312	 	
Cost of goods sold	 	 	8,553	 	 	 	8,159	 	
Gross profit	 	 	12,845	 	 	 	10,153	 	
Operating expenses:	 	 	 	 	 	 	
Sales and marketing	 	 	15,588	 	 	 	11,819	 	
Research and development	 	 	3,144	 	 	 	2,195	 	
General and administrative	 	 	10,208	 	 	 	7,911	 	
Total operating expenses	 	 	28,940	 	 	 	21,925	 	
Loss from operations	 	 	(16,095	)	 	 	(11,772	)	
Other income (expense), net:	 	 	 	 	 	 	
Interest income	 	 	2	 	 	 	2	 	
Interest expense	 	 	(1,897	)	 	 	(2,004	)	
Change in fair value of derivative liability	 	 	—	 	 	 	(42,740	)	
Other income (expense), net	 	 	5	 	 	 	(97	)	
Total other income (expense), net	 	 	(1,890	)	 	 	(44,839	)	
Loss from continuing operations before income taxes	 	 	(17,985	)	 	 	(56,611	)	
Income tax expense	 	 	—	 	 	 	—	 	
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	)	
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	)	
Weighted average outstanding common shares used for
   net loss per share attributable to common stockholders:	 	 	 	 	 	 	
Basic and diluted	 	 	62,334,073	 	 	 	54,321,146	 	

 

									
Sientra, Inc.	 	
Condensed Consolidated Balance Sheets	 	
(In thousands)	 	
(Unaudited)	 	

 	 	March 31,	 	 	December 31,	 	
 	 	2022	 	 	2021	 	
Assets	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	
Cash and cash equivalents	 	$	38,883	 	 	$	51,772	 	
Accounts receivable, net	 	 	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	 	
Liabilities and Stockholders’ Equity	 	 	 	 	 	 	
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, net of current portion	 	 	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	 	
Stockholders’ equity:	 	 	 	 	 	 	
Total stockholders’ equity	 	 	25,086	 	 	 	40,857	 	
Total liabilities and stockholders’ equity	 	$	191,866	 	 	$	199,904	 	

 

									
Sientra, Inc.	 	
Condensed Consolidated Statements of Cash Flows	 	
(In thousands)	 	
(Unaudited)	 	

 	 	Three Months Ended March 31,	 	
 	 	2022	 	 	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	 	 	—	 	 	 	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 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	 	 	—	 	 	 	—	 	
Net cash 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	 	 	—	 	 	 	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	 	 	 	—	 	
Repayment of the Revolving Loan	 	 	(2,552	)	 	 	—	 	
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 consolidated balance sheets	 	 	 	 	 	 	
Cash and cash equivalents	 	 	38,883	 	 	 	80,372	 	
Restricted cash included in other assets	 	 	295	 	 	 	343	 	
Total cash, cash equivalents and restricted cash	 	$	39,178	 	 	$	80,715	 	

 

									
Sientra, Inc.	 	
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses	 	
(In thousands)	 	
(Unaudited)	 	
 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2022	 	 	2021	 	
GAAP operating expenses, as reported	 	$	28,940	 	 	$	21,925	 	
Adjustments to GAAP operating expenses:	 	 	 	 	 	 	
Depreciation and amortization	 	 	1,283	 	 	 	485	 	
Stock-based compensation	 	 	2,196	 	 	 	3,163	 	
Fair value adjustments to contingent consideration	 	 	—	 	 	 	17	 	
Bad debt expense	 	 	314	 	 	 	269	 	
Total adjustments to GAAP operating expenses	 	 	3,793	 	 	 	3,934	 	
Non-GAAP operating expenses	 	$	25,147	 	 	$	17,991	 	

 

									
Sientra, Inc.	 	
Reconciliation of Loss from Continuing Operations to Non-GAAP Adjusted EBITDA	 	
(Unaudited)	 	
 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
Dollars, in thousands	 	2022	 	 	2021	 	
Loss from continuing operations, as reported	 	$	(17,985	)	 	$	(56,611	)	
Adjustments to loss from continuing operations:	 	 	 	 	 	 	
Interest (income) expense and other, net	 	 	1,890	 	 	 	2,099	 	
Depreciation and amortization	 	 	1,744	 	 	 	1,036	 	
Fair value adjustments to contingent consideration	 	 	—	 	 	 	17	 	
Fair value adjustments to derivative liability	 	 	—	 	 	 	42,740	 	
Stock-based compensation	 	 	2,196	 	 	 	3,163	 	
Bad debt expense	 	 	314	 	 	 	269	 	
Total adjustments to loss from continuing operations	 	 	6,144	 	 	 	49,324	 	
Adjusted EBITDA	 	$	(11,841	)	 	$	(7,287	)	

 	 	 	 	 	 	 	
 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
As a Percentage of Revenue**	 	2022	 	 	2021	 	
Loss from continuing operations, as reported	 	 	(84.0	%)	 	 	(309.1	%)	
Adjustments to loss from continuing operations:	 	 	 	 	 	 	
Interest (income) expense and other, net	 	 	8.8	%	 	 	11.5	%	
Depreciation and amortization	 	 	8.2	%	 	 	5.7	%	
Fair value adjustments to contingent consideration	 	 	0.0	%	 	 	0.1	%	
Fair value adjustments to derivative liability	 	 	0.0	%	 	 	233.4	%	
Stock-based compensation	 	 	10.3	%	 	 	17.3	%	
Bad debt expense	 	 	1.5	%	 	 	1.5	%	
Total adjustments to loss from continuing operations	 	 	28.7	%	 	 	269.4	%	
Adjusted EBITDA	 	 	(55.3	%)	 	 	(39.8	%)	
 	 	 	 	 	 	 	
** Adjustments may not add to the total figure due to rounding