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): August 11, 2016



STRATA SKIN SCIENCES, INC.
(Exact Name of Registrant Specified in Charter)
 
 
 
Delaware
000-51481
13-3986004
(State or Other
(Commission File
(I.R.S. Employer
Jurisdiction of
Number)
Identification No.)
Incorporation)
 
 
 
 
 
100 Lakeside Drive, Suite 100, Horsham, Pennsylvania
       19044
 
 
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
Registrant's telephone number, including area code:   215-619-3200


(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))


ITEM 2.02. Results of Operations and Financial Condition.

On August 11, 2016, STRATA Skin Sciences, Inc. (the "Company") issued a press release announcing its results of operations for the second fiscal quarter ended June 30, 2016The full text of such press release is furnished as Exhibit 99.1 to this report.

The Company makes reference to non-GAAP financial information in the press release furnished herewith.  Specifically, these non-GAAP measures include non-GAAP adjusted net loss and non-GAAP adjusted loss per share.  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.  The Company's reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, nor superior to, GAAP results.  These non-GAAP measures are provided to enhance investors' overall understanding of the Company's current financial performance and to provide further information for comparative purposes.

Specifically, the Company believes the non-GAAP measures provide useful information to both management and investors by isolating certain expenses, gains and losses that may not be indicative of the Company's core operating results and business outlook.  In addition, the Company believes non-GAAP measures that exclude stock-based compensation expense and other non-cash or non-recurring expenses enhance the comparability of results against prior periods.  A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the press release.

The information set forth under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.


ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following press release is furnished as an exhibit to this Current Report on Form 8-K pursuant to Item 2.02 and shall not be deemed to be "filed":

99.1 Press Release dated August 11, 2016 issued by STRATA Skin Sciences, Inc.

- 2 -


SIGNATURE

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 hereunto duly authorized.

 
STRATA SKIN SCIENCES, INC.
 
 
 
 
 
Date: August 11, 2016
By:
/s/ Christina Allgeier             
 
 
 
Christina Allgeier
 
 
 
Chief Financial Officer
 



- 3 -

EXHIBIT INDEX


Exhibit No.
Exhibit Description
      99.1
Press Release dated August 11, 2016 issued by STRATA Skin Sciences, Inc.



 

- 4 -

 
 
EXHIBIT 99.1
 
 
STRATA Skin Sciences Reports Second Quarter 2016 Financial Results
Conference call and webcast, today at 4:30 pm Eastern Time

Horsham, PA, August 11, 2016 — STRATA Skin Sciences, Inc. ("STRATA") (NASDAQ: SSKN) a medical technology company dedicated to developing and commercializing innovative products for the treatment and diagnosis of serious dermatological disorders, today reported financial results for the quarter ended June 30, 2016.

Second Quarter and Recent Corporate Highlights
·
Second quarter revenues were $7.7 million.
·
Recurring XTRAC revenues were $6.1 million, down 8.8% year-over-year and up 10.2% sequentially.
·
Installed base of XTRAC systems in the U.S. expanded to 748 systems placed, up 12.7% from 664 at the end of the second quarter 2015.

The operating results of the Company for the three months ended June 30, 2016 include activity from the XTRAC and VTRAC businesses for the entire period. As a result of purchase accounting rules, the operating results of the XTRAC and VTRAC businesses for the three months ended June 30, 2015 are included for the period of June 23 through June 30 in consolidated statements of operations.

"As we work to drive further market penetration of XTRAC we are continuing to implement improvements to our marketing and awareness campaigns aimed at expanding patient awareness and better facilitating the patient's XTRAC experience.  Over the coming quarters, we expect to see greater efficiencies from our newly revamped website coupled with new creatives and more targeted approach in television, radio and social media. In addition, our team has implemented a new process to work with dermatology practices with newly placed XTRAC systems in an effort to ramp revenues more quickly and maintain a consistent and growing level of procedures," said Michael R. Stewart, President and CEO of the Company.

Continuing, Mr. Stewart added, "We are seeing a greater consolidation of individual dermatology practices in the marketplace through corporate buyouts. Over time, we believe this is an important growth opportunity for the XTRAC as our sales approach adapts to addressing the needs of these corporate entities, including the potential expansion of the deployment of XTRAC into a greater number of owned practices. Separately, as patients face the reset of their deductible and co-pays at the start of each year, and as insurers are raising these deductible limits for many consumers, we believe this appears to have been reflected in fewer patient visits to dermatologists during the past quarter than in the same quarter a year ago."



"We are excited about the opportunity for growth of the XTRAC system.  We continue to pursue R&D projects that may deliver a more effective treatment using a higher dose of light, increasing the appeal of the XTRAC system to dermatologists and patients. In addition to accelerating our revenue growth, we are also engaged in several engineering and R&D projects to help lower Strata's costs of installing and maintaining the XTRAC systems in place," added Mr. Stewart.

Reported Financial Results
Revenues for the second quarter of 2016 were $7.7 million compared with revenues for the second quarter of 2015 of $0.6 million.

Net income for the second quarter of 2016 was $0.5 million or ($0.23) per diluted share, which included other income of $3.2 million for the change in fair value of warrant liability, $1.2 million in interest expense, $1.6 million in depreciation and amortization expenses and $0.1 million for income tax expense. This compares with a net loss for the second quarter of 2015 of $7.8 million or ($1.01) per diluted share, which included other income of $2.0 million for the change in fair value of warrant liability, $0.8 million in interest expense and $0.3 million in depreciation and amortization expenses.

Revenues for the six months of 2016 were $15.4 million compared with revenues for the six months of 2015 of $0.7 million.

Net loss for the six months of 2016 was $0.9 million or ($0.55) per diluted share, which included other income of $5.2 million for the change in fair value of warrant liability, $2.4 million in interest expense, $3.3 million in depreciation and amortization expenses and $0.1 million for income tax expense. This compares with a net loss for the six months of 2015 of $15.1 million or ($2.08) per diluted share, which included other income of $0.7 million for the change in fair value of warrant liability, $4.8 million in inventory obsolescence charges; $3.2 million in interest expense, $0.5 million in acquisition costs and $0.6 million in depreciation and amortization expenses.

As of June 30, 2016 the Company had cash, cash equivalents and short-term investments of $2.8 million, compared with $3.3 million as of December 31, 2015.

In order to provide information that is helpful to investors relating to the historical and current growth of the XTRAC recurring revenues, the Company is providing the following table, including information obtained from the predecessor company's disclosures of previous period results.



Q2 2016 Supplemental Proforma Financial Information
As of June 30, 2016, Q2 Earnings Report
(unaudited)
(in thousands)

                   
 
2015
 
 
Qtr. 1
 
Qtr. 2
 
Qtr. 3
 
Qtr. 4
 
YTD
 
XTRAC Recurring Revenue
$5,376
*
$6,678
**
$7,032
 
$7,479
 
$26,565
***
                     
                     
 
2016
 
 
Qtr. 1
 
Qtr. 2
 
Qtr. 3
 
Qtr. 4
 
YTD
 
XTRAC Recurring Revenue
$5,528
 
$6,093
         
$11,621
 


*As reported by PhotoMedex, Inc.
**$104 reported by the Company; balance reported by PhotoMedex, Inc.
***$14,615 reported by the Company; balance reported by PhotoMedex, Inc.

Non-GAAP Measures
To supplement the Company's consolidated financial statements, prepared in accordance with GAAP, the Company provides certain non-GAAP measures of financial performance. These non-GAAP measures include non-GAAP adjusted EBITDA.

The Company's reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, nor superior to, GAAP results. These non-GAAP measures are provided to enhance investors' overall understanding of our current financial performance and to provide further information for comparative purposes.

Specifically, the Company believes the non-GAAP measures provide useful information to both management and investors by isolating certain expenses, gains and losses that may not be indicative of the Company's core operating results and business outlook. In addition, the Company believes non-GAAP measures enhance the comparability of results against prior periods. Reconciliation to the most directly comparable GAAP measure of all non-GAAP measures included in this press release is as follows:



    
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2016
   
2015
   
2016
   
2015
 
    
(in thousands)
(Unaudited)
   
(in thousands)
(Unaudited)
 
Net income (loss) as reported
 
$
498
   
(7,847
)
 
(939
)
 
(15,120
)
Adjustments:
                               
Depreciation and amortization expense
   
1,640
     
322
     
3,323
     
641
 
Interest expense, net
   
535
     
151
     
1,067
     
290
 
Non-cash interest expense
   
643
     
687
     
1,329
     
2,872
 
Income taxes
   
61
     
-
     
127
     
-
 
                                 
EBITDA
   
3,377
     
(6,687
)
   
4,907
     
(11,317
)
                                 
Stock-based compensation expense
   
116
     
246
     
286
     
476
 
Change in fair value of warrants
   
(3,199
)
   
(1,985
)
   
(5,184
)
   
(651
)
Acquisition costs
   
-
     
456
     
-
     
456
 
Impairment of property and equipment
   
-
     
920
     
-
     
920
 
Inventory valuation reserves
   
-
     
4,818
     
-
     
4,818
 
                                 
Non-GAAP adjusted EBITDA
 
$
294
   
(2,232
)
 
$
9
   
(5,298
)



STRATA previously announced the scheduling of a conference call with investors to review the results of the second quarter. Following is the pertinent information for accessing that call.

Conference Call Detail:
Date:
 
Thursday, August 11, 2016
Time:
 
4:30 pm Eastern Time
Toll Free:
 
888.430.8691
International:
 
719.457.2664
Passcode:
 
1347868
Webcast:
 
www.strataskinsciences.com

Replays available through August 25, 2016:
Toll Free:
 
877.870.5176
International:
 
858.384.5517
Passcode:
 
1347868
Webcast:
 
www.strataskinsciences.com

About STRATA Skin Sciences, Inc.
(www.strataskinsciences.com)
STRATA Skin Sciences is a medical technology company focused on the therapeutic and diagnostic dermatology market. Its products include the XTRAC® laser and VTRAC® excimer lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions, and the MelaFind® system used to assist in the identification and management of melanoma skin cancer.

Safe Harbor
This press release includes "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995. These statements include but are not limited to the Company's plans, objectives, expectations and intentions and may contain words such as "will," "may," "seeks," and "expects," that suggest future events or trends. These statements, including the Company's ability to generate the anticipated revenue stream, the Company's ability to generate sufficient cash flow to fund the Company's ongoing operations beginning at any time in the future, the public's reaction the Company's new advertisements and marketing campaign, and the Company's ability to build a leading franchise in medical dermatology, are based on the Company's current expectations and are inherently subject to significant uncertainties and changes in circumstances. Actual results may differ materially from the Company's expectations due to financial, economic, business, competitive, market, regulatory and political factors or conditions affecting the Company and the medical device industry in general, as well as more specific risks and uncertainties set forth in the Company's SEC reports on Forms 10-Q and 10-K. Given such uncertainties, any or all of these forward-looking statements may prove to be incorrect or unreliable. The Company assumes no duty to update its forward-looking statements and urges investors to carefully review its SEC disclosures available at www.sec.gov and www.strataskinsciences.com.

Investor Contacts:
Christina L. Allgeier, Chief Financial Officer
 
Bob Yedid, Managing Director
STRATA Skin Sciences, Inc.
 
LifeSci Advisors, LLC
215-619-3267
 
646-597-6989
callgeier@strataskin.com
 
Bob@LifeSciAdvisors.com


STRATA SKIN SCIENCES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

       
   
June 30, 2016
   
December 31, 2015
 
   
(unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
 
$
2,841
   
$
3,303
 
Restricted cash
   
-
     
15
 
Accounts receivable, net
   
2,708
     
4,068
 
Inventories, net
   
3,754
     
4,128
 
Other current assets
   
252
     
465
 
Property and equipment, net
   
11,635
     
13,851
 
Goodwill and other intangible assets
   
23,122
     
24,155
 
Other non-current assets, net
   
94
     
94
 
Total assets
 
$
44,406
   
$
50,079
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
 Note payable
 
$
93
   
$
299
 
Accounts payable and accrued current liabilities
   
4,097
     
6,607
 
Current portion of deferred revenues
   
204
     
173
 
Senior secured convertible debentures, net
   
10,824
     
9,839
 
Long-term debt, net
   
11,345
     
9,851
 
Warrant liability
   
317
     
7,042
 
Other long-term liabilities
   
254
     
181
 
Stockholders' equity
   
17,272
     
16,087
 
Total liabilities and stockholders' equity
 
$
44,406
   
$
50,079
 
                 



STRATA SKIN SCIENCES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)

   
For the Three Months Ended June 30,
   
For the Six Months Ended June 30,
 
   
2016
   
2015
   
2016
   
2015
 
                         
Revenues
 
$
7,739
   
$
611
   
$
15,359
   
$
692
 
                                 
Cost of revenues
   
3,139
     
6,474
     
6,561
     
7,185
 
                                 
Gross profit (loss)
   
4,600
     
(5,863
)
   
8,798
     
(6,493
)
 
                               
Operating expenses:
                               
Engineering and product development
   
634
     
282
     
1,159
     
521
 
Selling and marketing
   
3,523
     
910
     
7,233
     
1,937
 
General and administrative
   
1,901
     
1,950
     
4,002
     
3,686
 
 
   
6,058
     
3,142
     
12,394
     
6,144
 
                                 
Operating loss before other income (expense), net
   
(1,458
)
   
(9,005
)
   
(3,596
)
   
(12,637
)
 
                               
Other income (expense), net:
                               
Interest expense, net
   
(1,178
)
   
(838
)
   
(2,396
)
   
(3,162
)
Change in fair value of warrant liability
   
3,199
     
1,985
     
5,184
     
651
 
Other (expense) income, net
   
(4
)
   
11
     
(4
)
   
28
 
     
2,017
     
1,158
     
2,784
     
(2,483
)
                                 
Net income (loss) before income taxes
   
559
     
(7,847
)
   
(812
)
   
(15,120
)
                                 
Income tax expense
   
(61
)
   
-
     
(127
)
   
-
 
                                 
Net income (loss)
 
$
498
   
(7,847
)
 
(939
)
 
(15,120
)
                                 
                                 
Net income (loss) per share:
                               
    Basic
 
$
0.05
   
(0.97
)
 
(0.09
)
 
(2.08
)
    Diluted
 
(0.23
)
 
(1.01
)
 
(0.55
)
 
(2.08
)
                                 
                                 
Shares used in computing net income (loss) per share:
                               
    Basic
   
10,589,485
     
8,067,991
     
10,464,571
     
7,274,358
 
    Diluted
   
11,555,236
     
9,687,623
     
11,080,904
     
7,274,358
 
                                 


STRATA SKIN SCIENCES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)


   
For the Six Months Ended
June 30,
 
   
2016
   
2015
 
Cash Flows From Operating Activities:
           
Net loss
 
(939
)
 
(15,120
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
   
3,323
     
641
 
Stock-based compensation
   
286
     
476
 
Amortization of debt discount
   
1,239
     
2,662
 
Amortization of deferred financing costs
   
91
     
219
 
Change in fair value of warrant liability
   
(5,184
)
   
(651
)
Impairment of long-lived assets
   
-
     
920
 
Inventory write-offs
   
-
     
4,818
 
Other
   
329
     
-
 
Changes in operating assets and liabilities:
               
Current assets
   
1,817
     
513
 
Current liabilities
   
(2,536
)
   
(33
)
Net cash used in operating activities
   
(1,574
)
   
(5,555
)
                 
Cash Flows From Investing Activities:
               
Lasers placed-in-service, net
   
(328
)
   
(123
)
Other
   
140
     
(100
)
Acquisition costs, net of cash received
   
-
     
(42,500
)
Net cash used in investing activities
   
(188
)
   
(42,723
)
                 
Cash Flows From Financing Activities:
               
Proceeds from convertible debentures
   
-
     
32,500
 
Proceeds from senior notes
   
-
     
10,000
 
Proceeds from term debt
   
1,500
     
-
 
Other financing activities
   
(207
)
   
(105
)
Net cash provided by financing activities
   
1,293
     
42,395
 
                 
Effect of exchange rate changes on cash
   
7
     
2
 
                 
Net decrease in cash and cash equivalents
   
(462
)
   
(5,881
)
Cash and cash equivalents, beginning of period
   
3,303
     
11,434
 
                 
Cash and cash equivalents, end of period
 
$
2,841
   
$
5,553
 

Supplemental information:
           
Cash paid for interest
 
$
980
   
$
250
 
                 
Supplemental information of non-cash investing and financing activities:
               
Conversion of convertible preferred stock into common stock
 
$
-
   
$
5,283
 
Conversion of senior secured convertible debentures into common stock
 
$
248
   
$
2,308
 
Reclassification of property and equipment to inventory, net
 
$
-
   
$
107
 
Reclassification of warrants to equity
 
$
1,541
   
$
-
 
Recognition of warrants issued as debt discount
 
$
47
   
$
-