|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
|
13-3986004
(I.R.S. Employer
Identification No.)
|
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|||
Non-accelerated filer ☐
|
Smaller reporting company ý
|
|||
Emerging growth company ☐
|
Part I. Financial Information:
|
PAGE
|
||
a.
|
3
|
||
b.
|
4
|
||
c.
|
5
|
||
d.
|
6
|
||
e.
|
7
|
||
f.
|
8
|
||
24
|
|||
33
|
|||
33
|
|||
Part II. Other Information:
|
|||
33
|
|||
33
|
|||
33
|
|||
33
|
|||
34
|
|||
34
|
|||
34
|
|||
35
|
|||
E-31.1
|
June 30, 2018
|
December 31, 2017
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
14,445
|
$
|
4,069
|
||||
Accounts receivable, net of allowance for doubtful accounts of $122 and $172, respectively
|
2,574
|
3,141
|
||||||
Inventories
|
2,413
|
3,009
|
||||||
Prepaid expenses and other current assets
|
828
|
533
|
||||||
Total current assets
|
20,260
|
10,752
|
||||||
Property and equipment, net
|
6,271
|
7,703
|
||||||
Intangible assets, net
|
10,270
|
11,325
|
||||||
Goodwill
|
8,803
|
8,803
|
||||||
Other assets
|
48
|
48
|
||||||
Total assets
|
$
|
45,652
|
$
|
38,631
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Note payable
|
$
|
51
|
$
|
357
|
||||
Current portion of long-term debt
|
-
|
2,387
|
||||||
Accounts payable
|
1,477
|
2,277
|
||||||
Other accrued liabilities
|
2,330
|
2,360
|
||||||
Deferred revenues
|
393
|
291
|
||||||
Total current liabilities
|
4,251
|
7,672
|
||||||
Long-term liabilities:
|
||||||||
Long-term debt, net
|
7,321
|
7,853
|
||||||
Deferred tax liability
|
493
|
414
|
||||||
Other liabilities
|
287
|
447
|
||||||
Total liabilities
|
12,352
|
16,386
|
||||||
Commitments and contingencies
|
- | - | ||||||
Stockholders' equity:
|
||||||||
Series C Convertible preferred Stock, $.10 par value, 10,000,000 shares authorized; 10,115 and 36,182 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
1
|
4
|
||||||
Common Stock, $.001 par value, 150,000,000 shares authorized; 29,735,498 and 4,304,425 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
30
|
4
|
||||||
Common stock issuable
|
- | - | ||||||
Additional paid-in capital
|
266,487
|
251,643
|
||||||
Accumulated deficit
|
(233,218
|
)
|
(229,406
|
)
|
||||
Total stockholders' equity
|
33,300
|
22,245
|
||||||
Total liabilities and stockholders' equity
|
$
|
45,652
|
$
|
38,631
|
For the Three Months Ended
June 30,
|
||||||||
2018
|
2017
|
|||||||
Revenues
|
$
|
7,533
|
$
|
8,471
|
||||
Cost of revenues
|
3,499
|
3,173
|
||||||
Gross profit
|
4,034
|
5,298
|
||||||
|
||||||||
Operating expenses:
|
||||||||
Engineering and product development
|
269
|
423
|
||||||
Selling and marketing
|
2,378
|
2,846
|
||||||
General and administrative
|
2,333
|
1,720
|
||||||
|
4,980
|
4,989
|
||||||
Operating (loss) income before other income (expense), net
|
(946
|
)
|
309
|
|||||
|
||||||||
Other income (expense), net:
|
||||||||
Interest expense, net
|
(328
|
)
|
(1,575
|
)
|
||||
Change in fair value of warranty liability
|
(23
|
)
|
128
|
|||||
Other income (expense), net
|
(18
|
)
|
6
|
|||||
(369
|
)
|
(1,441
|
)
|
|||||
Loss before income taxes
|
(1,315
|
)
|
(1,132
|
)
|
||||
Income tax expense
|
(40
|
)
|
(73
|
)
|
||||
Net loss
|
$
|
(1,355
|
)
|
$
|
(1,205
|
)
|
||
Net loss per common share - basic and diluted
|
$
|
(0.06
|
)
|
$
|
(0.52
|
)
|
||
Shares used in computing net loss per basic and diluted common share
|
13,734,384
|
2,327,041
|
||||||
Net loss per Preferred C share - basic and diluted
|
$
|
(21.60
|
)
|
$ |
-
|
|||
Shares used in computing net loss per basic and diluted Preferred C share
|
25,847
|
-
|
For the Six Months Ended
June 30,
|
||||||||
2018
|
2017
|
|||||||
Revenues
|
$
|
13,999
|
$
|
15,568
|
||||
Cost of revenues
|
6,793
|
5,906
|
||||||
Gross profit
|
7,206
|
9,662
|
||||||
|
||||||||
Operating expenses:
|
||||||||
Engineering and product development
|
607
|
898
|
||||||
Selling and marketing
|
5,249
|
5,821
|
||||||
General and administrative
|
4,136
|
3,321
|
||||||
|
9,992
|
10,040
|
||||||
Operating loss before other income (expense), net
|
(2,786
|
)
|
(378
|
)
|
||||
|
||||||||
Other income (expense), net:
|
||||||||
Interest expense, net
|
(691
|
)
|
(2,921
|
)
|
||||
Change in fair value of warrant liability
|
(22
|
)
|
(4
|
)
|
||||
Other income, net
|
1
|
6
|
||||||
(712
|
)
|
(2,919
|
)
|
|||||
Loss before income taxes
|
(3,498
|
)
|
(3,297
|
)
|
||||
Income tax expense
|
(80
|
)
|
(143
|
)
|
||||
Net loss
|
$
|
(3,578
|
)
|
$
|
(3,440
|
)
|
||
Net loss per common share – basic and diluted:
|
$
|
(0.17
|
)
|
$
|
(1.53
|
)
|
||
Shares used in computing net loss per basic and diluted share:
|
9,078,741
|
2,252,301
|
||||||
Net loss per Preferred C share – basic and diluted:
|
$
|
(64.69
|
)
|
$ |
-
|
|||
Shares used in computing net loss per basic and diluted Preferred C share
|
30,897
|
-
|
Series C Convertible
Preferred Stock
|
Common Stock
|
Common Stock Issuable
|
Additional Paid-In
|
Accumulated
|
||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2017
|
36,182
|
$
|
4
|
4,304,425
|
$
|
4
|
-
|
-
|
$
|
251,643
|
$
|
(229,406
|
)
|
$
|
22,245
|
|||||||||||||||||||||
Adoption of accounting standard
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(234
|
)
|
(234
|
)
|
|||||||||||||||||||||||||
BALANCE, JANUARY 1, 2018
|
36,182
|
4
|
4,304,425
|
4
|
-
|
-
|
251,643
|
(229,640
|
)
|
22,011
|
||||||||||||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
203
|
-
|
203
|
|||||||||||||||||||||||||||
Conversion of convertible preferred stock into common stock
|
(26,067
|
)
|
(3
|
)
|
9,690,332
|
10
|
-
|
-
|
(7
|
)
|
-
|
-
|
||||||||||||||||||||||||
Sale of common stock, net of expenses of $2,336
|
- | - |
15,740,741
|
16
|
-
|
-
|
14,648
|
-
|
14,664
|
|||||||||||||||||||||||||||
Common stock issuable
|
-
|
-
|
-
|
-
|
153,004
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
Net loss for the six months ended June 30, 2018
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,578
|
)
|
(3,578
|
)
|
|||||||||||||||||||||||||
BALANCE, JUNE 30, 2018
|
10,115
|
$
|
1
|
29,735,498
|
$
|
30
|
153,004
|
-
|
$
|
266,487
|
$
|
(233,218
|
)
|
$
|
33,300
|
For the Six Months Ended
June 30,
|
||||||||
2018
|
2017
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net loss
|
$
|
(3,578
|
)
|
$
|
(3,440
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
2,741
|
3,209
|
||||||
Provision for doubtful accounts
|
(49
|
)
|
22
|
|||||
Loss on disposal of property and equipment
|
411
|
-
|
||||||
Net impairment of intangible asset and liability
|
(11
|
)
|
-
|
|||||
Stock-based compensation
|
203
|
73
|
||||||
Deferred tax provision
|
80
|
120
|
||||||
Amortization of debt discount
|
39
|
1,618
|
||||||
Amortization of deferred financing costs
|
42
|
115
|
||||||
Change in fair value of warrant liability
|
22
|
4
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
710
|
(147
|
)
|
|||||
Inventories
|
596
|
(670
|
)
|
|||||
Prepaid expenses and other assets
|
(296
|
)
|
243
|
|||||
Accounts payable
|
(895
|
)
|
403
|
|||||
Other accrued liabilities
|
(206
|
)
|
(115
|
)
|
||||
Other liabilities
|
255
|
84
|
||||||
Deferred revenues
|
(132
|
)
|
178
|
|||||
Net cash (used in) provided by operating activities
|
(68
|
)
|
1,697
|
|||||
Cash Flows From Investing Activities:
|
||||||||
Lasers placed-in-service, net
|
(885
|
)
|
(1,205
|
)
|
||||
Purchases of property and equipment, net
|
(6
|
)
|
(206
|
)
|
||||
Payments on distributor rights liability
|
(23
|
)
|
(75
|
)
|
||||
Net cash used in investing activities
|
(914
|
)
|
(1,486
|
)
|
||||
Cash Flows From Financing Activities:
|
||||||||
Proceeds from issuance of common stock
|
14,664
|
-
|
||||||
Payments on notes payable
|
(3,306
|
)
|
(201
|
)
|
||||
Net cash provided by (used in) financing activities
|
11,358
|
(201
|
)
|
|||||
Net increase in cash and cash equivalents
|
10,376
|
10
|
||||||
Cash and cash equivalents, beginning of period
|
4,069
|
3,928
|
||||||
Cash and cash equivalents, end of period
|
$
|
14,445
|
$
|
3,938
|
||||
Supplemental information:
|
||||||||
Cash paid for interest
|
$
|
691
|
$
|
1,133
|
||||
Supplemental information of non-cash investing and financing activities:
|
||||||||
Conversion of senior secured convertible debentures into common stock
|
$
|
-
|
$
|
262
|
||||
Acquisition of distributor rights asset and license liability
|
$
|
-
|
$
|
900
|
|
•
|
Level 1 – unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.
|
|
•
|
Level 2 – pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
|
|
•
|
Level 3 – pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors.
|
Three Months Ended
June 30, 2018
|
Six Months Ended
June 30, 2018
|
|||||||
Common Stock
|
Series C Preferred Stock
|
Common Stock
|
Series C Preferred Stock
|
|||||
Net loss
|
($ 797)
|
($ 558)
|
($ 1,580)
|
($ 1,998)
|
||||
Weighted average number of shares outstanding during the period
|
13,734,384
|
25,847
|
9,078,741
|
30,897
|
||||
Basic and Diluted net loss per share
|
($ 0.06)
|
($ 21.60)
|
($ 0.17)
|
($ 64.69)
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Common stock equivalents of convertible debentures
|
|
-
|
|
9,188,838
|
|
- |
|
9,197,813
|
Common stock purchase warrants
|
|
2,396,721
|
|
2,406,625
|
|
2,401,646
|
|
2,406,625
|
Common stock equivalents of convertible preferred stock
|
|
9,608,625
|
|
336,243
|
|
11,485,730
|
|
401,676
|
Restricted stock units
|
17,028
|
-
|
17,028
|
-
|
||||
Common stock options
|
|
3,037,796
|
|
867,414
|
|
1,962,933
|
|
882,787
|
Total
|
|
15,060,170
|
|
12,799,120
|
|
15,867,337
|
|
12,888,901
|
For the Three Months Ended June 30, 2018
|
||||||||||||
Statement of Operations and Comprehensive Loss
|
As Reported
|
Balances Without Adoption of ASC 606
|
Effect of Adoption Higher / (Lower)
|
|||||||||
Revenues
|
$
|
7,533
|
$
|
7,583
|
$
|
(30
|
)
|
For the Six Months Ended June 30, 2018
|
||||||||||||
Statement of Operations and Comprehensive Loss
|
As Reported
|
Balances Without
Adoption of ASC 606
|
Effect of Adoption
Higher / (Lower)
|
|||||||||
Revenues
|
$
|
13,999
|
$
|
14,059
|
$
|
(60
|
)
|
·
|
On March 30, 2018 we entered into a Stock Purchase Agreement (the "Accelmed SPA") and a Registration Rights Agreement with Accelmed Growth Partners L.P. ("Accelmed") investing $13,000 into the Company at a price per share of $1.08; upon closing Accelmed received 12,037,037 shares of our common stock.
|
·
|
In connection with the proposed Accelmed investment, we entered into two separate stock purchase agreements on March 30, 2018, each for approximately $1,000 with our current shareholders, Broadfin Capital ("Broadfin") and Sabby Management ("Sabby"). Upon closing of these transactions, each of Sabby and Broadfin received 925,926 shares of our common stock at a price per share of $1.08.
|
·
|
Two separate subscription agreements were also executed on March 30, 2018 in connection with the Accelmed investment: (i) a subscription agreement with Gohan Investments, Ltd. for $1,000 to purchase 925,926 shares of our common stock at $1.08 per share; and (ii) a subscription agreement with Dr. Dolev Rafaeli, the new CEO of the Company effective May 29, 2018, for $1,000 to purchase 925,926 shares of our common stock at $1.08 per share.
|
Three Months Ended June 30, 2018
|
||||||||||||
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
TOTAL
|
||||||||||
Domestic
|
$
|
5,167
|
$
|
313
|
$
|
5,480
|
||||||
Foreign
|
-
|
$
|
2,053
|
2,053
|
||||||||
Total
|
$
|
5,167
|
$
|
2,366
|
$
|
7,533
|
||||||
Six Months Ended June 30, 2018
|
||||||||||||
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
TOTAL
|
||||||||||
Domestic
|
$
|
9,665
|
$
|
970
|
$
|
10,635
|
||||||
Foreign
|
-
|
$
|
3,364
|
3,364
|
||||||||
Total
|
$
|
9,665
|
$
|
4,334
|
$
|
13,999
|
||||||
Three Months Ended June 30, 2017
|
||||||||||||
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
TOTAL
|
||||||||||
Domestic
|
$
|
5,971 |
$
|
815 |
$
|
6,786 | ||||||
Foreign
|
-
|
1,685 | $ | 1,685 | ||||||||
Total
|
$
|
5,971 |
$
|
2,500 |
$
|
8,471 | ||||||
Six Months Ended June 30, 2017
|
||||||||||||
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
TOTAL
|
||||||||||
Domestic
|
$
|
11,527 |
$
|
1,193 |
$
|
12,720 | ||||||
Foreign
|
-
|
2,848 | $ | 2,848 | ||||||||
Total
|
$
|
11,527 |
$
|
4,041 |
$
|
15,568 |
June 30, 2018
|
December 31, 2017
|
|||||||
(unaudited)
|
||||||||
Raw materials and work in progress
|
$
|
2,328
|
$
|
2,490
|
||||
Finished goods
|
85
|
519
|
||||||
Total inventories
|
$
|
2,413
|
$
|
3,009
|
June 30, 2018
|
December 31, 2017
|
|||||||
(unaudited)
|
||||||||
Lasers placed-in-service
|
$
|
18,186
|
$
|
17,820
|
||||
Equipment, computer hardware and software
|
218
|
462
|
||||||
Furniture and fixtures
|
131
|
124
|
||||||
Leasehold improvements
|
31
|
31
|
||||||
18,566
|
18,437
|
|||||||
Accumulated depreciation and amortization
|
(12,295
|
)
|
(10,734
|
)
|
||||
Property and equipment, net
|
$
|
6,271
|
$
|
7,703
|
June 30, 2018
|
December 31, 2017
|
|||||||
(unaudited)
|
||||||||
Core technology
|
$
|
5,700
|
$
|
5,700
|
||||
Product technology
|
1,500
|
1,500
|
||||||
Customer relationships
|
6,900
|
6,900
|
||||||
Tradenames
|
1,500
|
1,500
|
||||||
Distribution rights
|
-
|
286
|
||||||
15,600
|
15,886
|
|||||||
Accumulated amortization
|
(5,330
|
)
|
(4,561
|
)
|
||||
Intangible assets, net
|
$
|
10,270
|
$
|
11,325
|
Remaining 2018
|
$
|
805
|
||
2019
|
1,610
|
|||
2020
|
1,510
|
|||
2021
|
1,410
|
|||
2022
|
1,410
|
|||
Thereafter
|
3,525
|
|||
Total
|
$
|
10,270
|
June 30, 2018
|
December 31, 2017
|
|||||||
(unaudited)
|
||||||||
Accrued warranty, current
|
$
|
150
|
$
|
109
|
||||
Accrued compensation, including commissions and vacation
|
1,024
|
785
|
||||||
Accrued sales and other taxes
|
822
|
904
|
||||||
Distributor rights liability, current
|
-
|
85
|
||||||
Accrued professional fees and other accrued liabilities
|
334
|
477
|
||||||
Total other accrued liabilities
|
$
|
2,330
|
$
|
2,360
|
June 30, 2018
|
December 31, 2017
|
|||||||
(unaudited)
|
||||||||
Term note, net of debt discount of $121 and $160, respectively; and deferred financing cost of $129 and $171, respectively
|
$
|
7,321
|
$
|
10,240
|
||||
Less: current portion
|
-
|
(2,387
|
)
|
|||||
Total long-term debt
|
$
|
7,321
|
$
|
7,853
|
Remaining in 2018
|
$
|
-
|
||
2019
|
252
|
|||
2020
|
3,029
|
|||
2021
|
3,029
|
|||
2022
|
1,261
|
|||
$
|
7,571
|
Issue Date
|
Expiration Date
|
Total Warrants
|
Exercise Price
|
||||||
10/31/2013*
|
4/30/2019
|
137,143
|
$
|
3.75
|
|||||
2/5/2014*
|
2/5/2019
|
265,947
|
$
|
3.75
|
|||||
7/24/2014
|
7/24/2019
|
1,239,769
|
$
|
3.75 - $ 12.25
|
|||||
6/22/2015
|
6/22/2020
|
600,000
|
$
|
3.75
|
|||||
12/30/2015
|
12/30/2020
|
130,089
|
$
|
5.65
|
|||||
1/29/2016
|
1/29/2021
|
19,812
|
$
|
5.30
|
|||||
2,392,760
|
Dermatology
Recurring Procedures
|
Dermatology
Procedures Equipment
|
TOTAL
|
||||||||||
Revenues
|
$
|
5,167
|
$
|
2,366
|
$
|
7,533
|
||||||
Costs of revenues
|
1,881
|
1,618
|
3,499
|
|||||||||
Gross profit
|
3,286
|
748
|
4,034
|
|||||||||
Gross profit %
|
63.6
|
%
|
31.6
|
%
|
53.6
|
%
|
||||||
Allocated operating expenses:
|
||||||||||||
Engineering and product development
|
210
|
59
|
269
|
|||||||||
Selling and marketing
|
2,170
|
208
|
2,378
|
|||||||||
Unallocated operating expenses
|
-
|
-
|
2,333
|
|||||||||
2,380
|
267
|
4,980
|
||||||||||
Income (loss) from operations
|
906
|
481
|
(946
|
)
|
||||||||
Interest expense, net
|
-
|
-
|
(328
|
)
|
||||||||
Change in fair value of warrant liability
|
-
|
-
|
(23
|
)
|
||||||||
Other expense, net
|
-
|
-
|
(18
|
)
|
||||||||
Income (loss) before income taxes
|
$
|
906
|
$
|
481
|
$
|
(1,315
|
)
|
Dermatology
Recurring Procedures
|
Dermatology
Procedures Equipment
|
TOTAL
|
||||||||||
Revenues
|
$
|
5,971
|
$
|
2,500
|
$
|
8,471
|
||||||
Costs of revenues
|
1,843
|
1,330
|
3,173
|
|||||||||
Gross profit
|
4,128
|
1,170
|
5,298
|
|||||||||
Gross profit %
|
69.1
|
%
|
46.8
|
%
|
62.5
|
%
|
||||||
Allocated operating expenses:
|
||||||||||||
Engineering and product development
|
340
|
83
|
423
|
|||||||||
Selling and marketing
|
2,330
|
516
|
2,846
|
|||||||||
Unallocated operating expenses
|
-
|
-
|
1,720
|
|||||||||
2,670
|
599
|
4,989
|
||||||||||
Income from operations
|
1,458
|
571
|
309
|
|||||||||
Interest expense, net
|
-
|
-
|
(1,575
|
)
|
||||||||
Change in fair value of warrant liability
|
-
|
-
|
128
|
|||||||||
Other income, net
|
-
|
-
|
6
|
|||||||||
Income (loss) before income taxes
|
$
|
1,458
|
$
|
571
|
$
|
(1,132
|
)
|
Dermatology
Recurring Procedures
|
Dermatology
Procedures Equipment
|
TOTAL
|
||||||||||
Revenues
|
$
|
9,665
|
$
|
4,334
|
13,999
|
|||||||
Costs of revenues
|
3,830
|
2,963
|
6,793
|
|||||||||
Gross profit
|
5,835
|
1,371
|
7,206
|
|||||||||
Gross profit %
|
60.4
|
%
|
31.6
|
%
|
51.5
|
%
|
||||||
Allocated operating expenses:
|
||||||||||||
Engineering and product development
|
485
|
122
|
607
|
|||||||||
Selling and marketing
|
4,386
|
863
|
5,249
|
|||||||||
Unallocated operating expenses
|
-
|
-
|
4,136
|
|||||||||
4,871
|
985
|
9,992
|
||||||||||
Income (loss) from operations
|
964
|
386
|
(2,786
|
)
|
||||||||
Interest expense, net
|
-
|
-
|
(691
|
)
|
||||||||
Change in fair value of warrant liability
|
-
|
-
|
(22
|
)
|
||||||||
Other income , net
|
-
|
-
|
1
|
|||||||||
Income (loss) before income taxes
|
$
|
964
|
$
|
386
|
$
|
(3,498
|
)
|
Dermatology
Recurring Procedures
|
Dermatology
Procedures Equipment
|
TOTAL
|
||||||||||
Revenues
|
$
|
11,527
|
$
|
4,041
|
$
|
15,568
|
||||||
Costs of revenues
|
3,885
|
2,021
|
5,906
|
|||||||||
Gross profit
|
7,642
|
2,020
|
9,662
|
|||||||||
Gross profit %
|
66.3
|
%
|
50.0
|
%
|
62.1
|
%
|
||||||
Allocated operating expenses:
|
||||||||||||
Engineering and product development
|
756
|
142
|
898
|
|||||||||
Selling and marketing
|
5,104
|
717
|
5,821
|
|||||||||
Unallocated operating expenses
|
-
|
-
|
3,321
|
|||||||||
5,860
|
859
|
10,040
|
||||||||||
Income (loss) from operations
|
1,782
|
1,161
|
(378
|
)
|
||||||||
Interest expense, net
|
-
|
-
|
(2,921
|
)
|
||||||||
Change in fair value of warrant liability
|
-
|
-
|
(4
|
)
|
||||||||
Other income, net
|
-
|
-
|
6
|
|||||||||
Income (loss) before income taxes
|
$
|
1,782
|
$
|
1,161
|
$
|
(3,297
|
)
|
•
|
XTRAC® Excimer Laser. XTRAC received FDA clearance in 2000 and has since become a widely recognized treatment among dermatologists for psoriasis and other skin diseases. The XTRAC System delivers ultra-narrowband ultraviolet B ("UVB") light to affected areas of skin. Following a series of treatments typically performed twice weekly, psoriasis remission can be achieved and vitiligo patches can be re-pigmented. XTRAC is endorsed by the National Psoriasis Foundation, and its use for psoriasis is covered by nearly all major insurance companies, including Medicare. We estimate that more than half of all major insurance companies now offer reimbursement for vitiligo as well, a figure that is increasing.
|
|
•
|
VTRAC® Lamp. VTRAC received FDA clearance in 2005 and provides targeted therapeutic efficacy demonstrated by excimer technology with the simplicity of design and reliability of a lamp system.
|
|
•
|
Nordlys System. Nordlys has 16 indications cleared by FDA and has the ability to use a multitude of light based technologies all in a compact platform–SWT (Selective Waveband Technology: the latest evolution and advancement of Intense Pulsed Light), Nd:YAG and the FRAX 1550 non-ablative fractionated technology. Effective March 31, 2018, the Company determined that it would no longer continue to market the Nordlys system.
|
|
•
|
STRATAPEN®. STRATAPEN uses the patent-pending Biolock cartridge. The Biolock needle depth can be adjusted during the course of the procedure to accommodate different treatment areas, and can easily maneuver around facial contours and delicate features, such as the eyes, nose and mouth.
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Dermatology Recurring Procedures
|
$
|
5,167
|
$
|
5,971
|
$
|
9,665
|
$
|
11,527
|
||||||||
Dermatology Procedures Equipment
|
2,366
|
2,500
|
4,334
|
4,041
|
||||||||||||
Total Revenues
|
$
|
7,533
|
$
|
8,471
|
$
|
13,999
|
$
|
15,568
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Dermatology Recurring Procedures
|
$
|
1,881
|
$
|
1,843
|
$
|
3,830
|
$
|
3,885
|
||||||||
Dermatology Procedures Equipment
|
1,618
|
1,330
|
2,963
|
2,021
|
||||||||||||
Total Cost of Revenues
|
$
|
3,499
|
$
|
3,173
|
$
|
6,793
|
$
|
5,906
|
Company Profit Analysis
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Revenues
|
$
|
7,533
|
$
|
8,471
|
13,999
|
$
|
15,568
|
|||||||||
Percent decrease
|
(11.1
|
%)
|
(10.1
|
%)
|
||||||||||||
Cost of revenues
|
3,499
|
3,173
|
6,793
|
5,906
|
||||||||||||
Percent increase
|
10.3
|
%
|
15.0
|
%
|
||||||||||||
Gross profit
|
$
|
4,034
|
$
|
5,298
|
$
|
7,206
|
$
|
9,662
|
||||||||
Gross margin percentage
|
53.6
|
%
|
62.5
|
%
|
51.5
|
%
|
62.1
|
%
|
Dermatology Recurring Procedures
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Revenues
|
$
|
5,167
|
$
|
5,971
|
$
|
9,665
|
$
|
11,527
|
||||||||
Percent decrease
|
(13.5
|
%)
|
(16.2
|
%)
|
||||||||||||
Cost of revenues
|
1,881
|
1,843
|
3,830
|
3,885
|
||||||||||||
Percent increase (decrease)
|
2.1
|
%
|
(1.4
|
%)
|
||||||||||||
Gross profit
|
$
|
3,286
|
$
|
4,128
|
$
|
5,835
|
$
|
7,642
|
||||||||
Gross margin percentage
|
63.6
|
%
|
69.1
|
%
|
60.4
|
%
|
66.3
|
%
|
Dermatology Procedures Equipment
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Revenues
|
$
|
2,366
|
$
|
2,500
|
$
|
4,334
|
$
|
4,041
|
||||||||
Percent (decrease) increase
|
(5.4
|
%)
|
7.3
|
%
|
||||||||||||
Cost of revenues
|
1,618
|
1,330
|
2,963
|
2,021
|
||||||||||||
Percent increase
|
21.7
|
%
|
46.6
|
%
|
||||||||||||
Gross profit
|
$
|
748
|
$
|
1,170
|
$
|
1,371
|
$
|
2,020
|
||||||||
Gross margin percentage
|
31.6
|
%
|
46.8
|
%
|
31.6
|
%
|
50.0
|
%
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
|||||||||||||||||||||||
2018
|
2017
|
Change
|
2018
|
2017
|
Change
|
|||||||||||||||||||
Net Profit/(Loss)
|
$
|
(1,355
|
)
|
$
|
(1,205
|
)
|
$
|
(150
|
)
|
$
|
(3,578
|
)
|
$
|
(3,440
|
)
|
$
|
(138
|
)
|
||||||
Adjustments:
|
||||||||||||||||||||||||
Depreciation/amortization
|
1,327
|
1,666
|
(339
|
)
|
2,741
|
3,209
|
(468
|
)
|
||||||||||||||||
Income taxes
|
40
|
73
|
(33
|
)
|
80
|
143
|
(63
|
)
|
||||||||||||||||
Interest expense
|
328
|
1,575
|
(1,247
|
)
|
691
|
2,921
|
(2,230
|
)
|
||||||||||||||||
Non-GAAP EBITDA
|
340
|
2,109
|
(1,769
|
)
|
(66
|
)
|
2,833
|
(2,899
|
)
|
|||||||||||||||
Stock compensation
|
184
|
22
|
162
|
203
|
73
|
130
|
||||||||||||||||||
Change in fair value of warrants
|
23
|
(128
|
)
|
151
|
22
|
4
|
18
|
|||||||||||||||||
Write-off of Nordlys inventory & assets
|
280
|
-
|
280
|
280
|
-
|
280
|
||||||||||||||||||
Impairment of distributors rights agreement
|
(237
|
)
|
-
|
(237
|
)
|
(11
|
)
|
-
|
(11
|
)
|
||||||||||||||
Non-GAAP adjusted EBITDA
|
$
|
590
|
$
|
2,003
|
$
|
(1,413
|
)
|
$
|
428
|
$
|
2,910
|
(2,482
|
)
|
|||||||||||
3.1
|
||
3.2
|
||
3.3
|
||
3.4
|
||
3.5
|
||
3.6
|
||
3.7
|
||
3.8
|
||
3.9
|
||
10.1 |
Securities Purchase Agreement between the Company and Accelmed dated March 30, 2018 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 2, 2018)
|
|
10.2 |
Securities Purchase Agreement between the Company and Broadfin dated March 30, 2018 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on April 2, 2018)
|
|
10.3 |
Securities Purchase Agreement between the Company and Sabby dated March 30, 2018 (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on April 2, 2018)
|
|
10.4 |
Form of Registration Rights Agreement dated March 30, 2018 (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on April 2, 2018)
|
|
10.5 |
Form of Leak-Out Agreement dated March 30, 2018 (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on April 2, 2018)
|
|
10.6 |
Form of Voting Undertaking dated March 30, 2018 (incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K filed on April 2, 2018)
|
|
10.7 |
Form of Subscription Agreement (incorporated by reference to Exhibit 10.7 of our Current Report on Form 8-K filed on April 2, 2018)
|
|
10.8 |
Employment Agreement between the Company and Dr. Dolev Rafaeli dated March 30, 2018 (incorporated by reference to Exhibit 10.8 of our Current Report on Form 8-K filed on April 2, 2018)
|
|
10.9 | ||
10.51 |
10.52
|
||
31.1
|
Rule 13a-14(a) Certificate of Chief Executive Officer
|
|
31.2
|
Rule 13a-14(a) Certificate of Chief Financial Officer
|
|
32.1*
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Schema
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase
|
*
|
The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed "filed" by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
|
STRATA SKIN SCIENCES, INC.
|
|
Date August 14, 2018
|
By:
|
/s/ Dolev Rafaeli
|
|
|
|
Name Dolev Rafaeli
|
|
|
|
Title President & Chief Executive Officer
|
|
Date August 14, 2018
|
By:
|
/s/ Matthew C. Hill
|
|
|
|
Name Matthew C. Hill
|
|
|
|
Title Chief Financial Officer
|
|
(1) |
I have reviewed this quarterly report on Form 10-Q of STRATA Skin Sciences, Inc.;
|
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4) |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) |
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(5) |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: August 14, 2018
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By:
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/s/ Dolev Rafaeli
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Name: Dolev Rafaeli
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Title: Chief Executive Officer
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(1) |
I have reviewed this quarterly report on Form 10-Q of STRATA Skin Sciences, Inc.;
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(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4) |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) |
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(5) |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: August 14, 2018
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By:
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/s/ Matthew C. Hill
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Matthew C. Hill
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|||
Chief Financial Officer
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1.
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The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, to which this Certification is attached as Exhibit 32.1 (the "Periodic Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and
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2.
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The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Dolev Rafaeli
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Name: Dolev Rafaeli
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Title: Chief Executive Officer
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/s/ Matthew C. Hill
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Name: Matthew C. Hill
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Title: Chief Financial Officer
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(1)
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This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of STRATA Skin Sciences, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to STRATA Skin Sciences, Inc. and will be retained by STRATA Skin Sciences, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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