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June 2017
2 Confidential: contains proprietary information
Forward-looking Statements & Disclaimer This presentation 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, relating to, among other things, the future performance of Sientra that are based on management's current assumptions and expectations of future events and trends and involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding Sientra's ability to successfully commercialize its products, market acceptance of its products, the planned acquisition of Miramar Labs, Inc. which is the subject of this presentation and the success thereof, market opportunities and ability to achieve expected growth, sales and financial results, the Company’s continued efforts to secure a stable manufacturing supply chain that ensures uninterrupted access to its breast implant products, and the experience of tis aesthetics sales force are subject to risks and uncertainties. The Company's business, strategy, operations or financial performance, and actual results may differ materially from those predicted or implied and reported results should not be considered as an indication of our future performance. There can be no assurance that the acquisition of Polytech will be completed as currently contemplated, or at all. In addition, there can be no assurance that intended benefits of the acquisition, including any projected pro forma operating results, will be realized on the timetable currently estimated, or at all. 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,'' 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.
This presentation includes estimated projections of future operating results. These projections were not prepared in accordance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants or the Public Company Accounting Oversight Board for preparation and presentation of financial projections. This information is not fact and should not be relied upon as being necessarily indicative of future results; the projections were prepared in good faith by management and are based on numerous assumptions that may prove to be wrong. Important factors that may affect actual results and cause the projections to not be achieved include, but are not limited to, risks and uncertainties relating to the company and other factors described under “Risk Factors” sections of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q or Current Reports on Form 8-K and “Forward-Looking Statements.” The projections also reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the estimates. Accordingly, there can be no assurance that the estimates will be realized.
Management is using non-GAAP financial measures in this presentation because it considers them to be important supplemental measures of the Company’s performance. Non-GAAP financial measures should be considered in addition to, not as a substitute for, net income, total debt or other financial measures prepared in accordance with GAAP. The Company’s methods of determining these non-GAAP financial measures may differ from the methods used by other companies for these or similar non-GAAP financial measures. Accordingly, these non-GAAP financial measures may not be comparable to measures used by other companies.
This presentation also contains estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other industry data. This presentation also contains estimates and information from the management of Polytech relating to market position and financial data. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. The Company has not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, it cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of its future performance and the future performance of the industries in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. In addition, the industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by Sientra. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to the Company on the date hereof, and except to the extent required by law, Sientra assumes no obligation to update such statements.
3 Confidential: contains proprietary information
Sientra is a high quality platform poised for broader expansion in the aesthetic market ▫ Industry leading plastic surgeon relationships
▫ Best in class aesthetic sales force
▫ Clear path to high quality supply chain & re-entry to breast implant market
▫ Innovative technology & differentiated products
▫ Transitioning to growth w/ adjacent products & diversifying product portfolio
▫ Recently acquired miraDry, the only FDA cleared product to reduce sweat, odor and permanently reduce hair of all color
▫ Strong balance sheet
▫ Building a global aesthetics company
4 Confidential: contains proprietary information
Sientra team
86 employees corporate: 41 sales: 45
leadership team
138+ years of aesthetics experience
JEFFREY NUGENT Chairman & CEO
Joann Kuhne VP, Reg Affairs & QA
Dan Carlisle VP, Prod. Tech & Mfg.
Rich Low VP, Marketing
Rosalyn d’Incelli VP, Clinical Operations & Medical Affairs
Jason O’Hearn VP, Sales
Charlie Huiner Chief Operating Officer & SVP Corporate Development & Strategy
Deborah Bettencourt VP, Cust. Exp. & Corp. Admin.
Patrick F. Williams Chief Financial Officer, SVP & Treasurer
5 Confidential: contains proprietary information
$12.1 $12.4
$14.2 $12.9
$1.5 $1.5
$6.2 $6.2 $6.5 $7.5
$0.00
$2.00
$4.00
$6.00
$8.00
$10.00
$12.00
$14.00
$16.00
$18.00
$20.00
Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Q2 16 Q3 16 Q4 16 Q1 17
Revenue ($M's)
Historical Revenue
▫ Successful IPO in Q3’14 ▫ Voluntary hold on sales beginning Q4 ‘15 ▫ Controlled commercial relaunch Q1’16
Voluntary Hold
Controlled Re-Launch
6 Confidential: contains proprietary information
▫ Services agreement with Vesta, a Berkshire Hathaway company, announced August 2016
▫ Vesta provides six-sigma quality manufacturing & product development control
▫ Solely Sientra-focused, no indicated capacity constraints
▫ On track to meet uninterrupted manufacturing supply for U.S. customers
*Vesta is a subsidiary of The Lubrizol Corporation.
Vesta: A Reputable Manufacturing Partner
product/process
development
submit regulatory
package
validation/testing
estimated
FDA approval
Q2 2016
Q1 2017
Q2 2017
Q4 2017 Key Vesta Milestones
7 Confidential: contains proprietary information
Building a Foundation for Robust Growth
U.S. market re-entry following voluntary hold
Validated industry leading safety profile
Acquired bioCorneum+
Entered MFG services agreement with Vesta
Submit PMA supplement for Vesta MFG site
Initial re-supply by Vesta
return to high growth sales
model
Jan 2016
Mar 2016
Mar 2016
Aug 2016
$57M historical peak revenue
run rate* Acquired SSP breast tissue expanders
Nov 2016
Mar 2017
Q4 2017
*Annualized 2Q15 revenue
Acquiring Miramar Labs
Jun 2017
8 Confidential: contains proprietary information
Market Context
Market in $ millions
Current Market
Size
SIEN Sales (@ peak run rate)
SIEN Peak
Market Share
Cosmetic Breast – U.S. [$400 - $40*] = $360 $47 13%
Scar Management $30 $4 13%
Recon Breast – U.S. $120 $5 4%
Tissue Expanders – U.S. $160 $4 2%
PS Regen Recon - U.S. (ADM + Fat
Grafting) $370 $0 0%
Canada Breast Aesthetics $40 $0 0%
OUS/OCAN Breast Aesthetics $400 $0 0%
Global Surgical Aesthetics: $1,500 $60 4%
Sientra has been primarily a US cosmetic breast aesthetics business: elective,
cash-pay, private practice and solely board certified plastic surgeons
* Note, Cosmetic Breast Market Size excludes $40 million sales to non-board certified
plastic surgeons that Sientra does not support.
9 Confidential: contains proprietary information
Business Development
Precision Launch Strategy to Maintain Core Business
Re-establish trust & confidence Publish testing results Re-engage KOLs
Maintain premium pricing Focus on top-tier customers Avoid backorder risk
Enhance customer service Additional practice contributions Expand product offering
Maximize Inventory
Product Messaging
10 Confidential: contains proprietary information
Acquired in June 2017 for $20M cash and up to $14M in milestones − Highly profitable for physician practice and
affordable for patients
− No significant competition
Miramar Labs, Inc. Acquisition
− Global commercial footprint with 900 systems sold and over 90,000 procedures completed
miraDry: ONLY non-invasive
treatment FDA cleared for
reduction of underarm:
Hair of all colors
Odor
Sweat
− 2016 revenue of ~$20M, up 19% YoY +20% CAGR (2013-2016)
− Strong clinical data with over 10 clinical studies, 5 white papers & 7 peer reviewed papers
June 2017
11 Confidential: contains proprietary information
Becoming a Global Diversified Aesthetics Company
1. Novel technology – Only FDA approved product to reduce sweat, odor and hair of all color
– Highly efficacious with compelling clinical results and ~90% patient satisfaction
– Highly regarded by Key Opinion Leaders across all aesthetic specialties
2. Meaningfully expands Total Addressable Market – Fast growing aesthetic segment
– Addressable market of over 15 million patients in the US
– Expands global distribution platform
– Cross selling opportunities through both sales force account intros
– Adds new physician specialty call points
3. Immediately revenue accretive at attractive valuation – Meaningfully accretive to full year 2018 revenues
– Achieve positive cash flow faster as a combined company
– High margin consumables >40% of revenue
Sientra to Acquire (announced June 12th)
12
Sientra U.S. Breast Business Mix
Vision for the New Sientra – a Broad Aesthetics Play
Operating Room Focus Procedure Room Focus
33 Plastic Surgery Consultants
5 Multi Specialty Consultants
7 Capital Sales Reps
9 Practice Development Managers
30%
40%
30%
100% Plastics
Derms
Other Board
Certified
Plastics
Miramar U.S. Business Mix
13 1. Doolittle J, Walker P, Mills T, Thurston J. Hyperhidrosis: an update on prevalence and severity in the United States. Arch Dermatol Res. 2016;308:743-749..
Significant Market Opportunity1
▫ The market for sweat
controlling products is large
and highly underpenetrated
▫ ~5M patients in the U.S. with
axillary sweating are not at all
satisfied or only slightly
satisfied with current products
15M Seeking sweat
control options
10M Axillary (underarm)
5M Severe
sweating
14
Proven Sales & Execution Playbook
Revised marketing in Int’l markets
Initiate potential bundling opportunities
Expand US consumable sales team
Execute proven marketing playbook
SFDC - predictability of capital pipeline
Expand US capital sales team
Cross selling opportunities for Sientra/Miramar 1
2
3
4
5
6
7
15
Opportunity to Improve Execution with
Disciplined Commercial Approach
Execution Improvement Opportunities
Enhance Treatment Protocol
PDM and rep training
Physician and staff training
miraDry University
Deploy Marketing Tactics Build brand awareness
Co-op advertising
Digital/social media
Optimized Sales Force Efforts
Increase clinical and sales training
Ensure outstanding clinical outcomes
Increase investment in sales & marketing
16
Deal Structure and Financing ▫ Tender offer and second step merger
▫ Sientra to acquire all of the outstanding shares of Miramar’s common stock for $20M in up front cash plus the contractual right to receive contingent payments of up to $14M in cash as follows:
– $20 million cash upon closing
– $7 million cash upon $50 million in cumulative sales
– $7 million cash upon $80 million in cumulative sales
– Anticipate ~$2.5M in deal expenses
– Expected mid-July close
▫ Cash and cash equivalents of $58.8M as of 3/31/2017
– Approximately $57M as of 5/31/17
▫ Securing $50M credit facility accessible in tranches
– Closing - $25M
– PMA Supplement Approval - $10M
– $75M cumulative revenue - $5M
– Revolver of $10M replaces existing $15M revolver
17
Financial Expectations
Revenue Accretion Expectations
▫ Expect $8M - $10M in revenue for 2H17
▫ Meaningfully accretive to total revenue growth in 2018
– Cross selling through sales force account intros
– Deploy proven marketing playbook
– Achieve positive cash flow faster as a combined company
– High margin consumables >40% of revenue
Cost Synergy Expectations
▫ Modest public company cost synergies in 2018
▫ Allows Sientra to achieve cash flow breakeven faster than as a standalone company
– Larger revenue base
– High margin consumables
18 Confidential: contains proprietary information
Driving Multi-faceted Growth
Scale manufacturing to support deeper account penetration
Leverage high quality sales force within board certified plastic surgeon community
Leverage strong balance sheet position to execute revenue accretive deals
OR
GA
NIC
IN
OR
GA
NIC
Disciplined M&A in plastic surgery and other aesthetic adjacencies
Add complementary products to portfolio
19 Confidential: contains proprietary information
Building a global aesthetics company
Why own Sientra today?
Innovative technology & differentiated products
Clear path to high quality supply chain & re-entry to breast implant market
Transitioning to growth w/ adjacent products & diversifying product portfolio
New player in profitable and growing aesthetic capital/consumable market
THANK YOU