|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
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))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
|
|
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 7.01. |
Regulation FD Disclosure.
|
Item 9.01. |
Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
|
99.1 | Press Release dated March 27, 2024 issued by STRATA Skin Sciences, Inc. |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
STRATA SKIN SCIENCES, INC.
|
|||
Date: March 27, 2024
|
By:
|
/s/ Christopher Lesovitz
|
|
Christopher Lesovitz
|
|||
Chief Financial Officer
|
● |
Revenue in the fourth quarter of 2023 was $8.7 million
|
○ |
Global recurring revenue was $5.6 million
|
○ |
Gross domestic recurring billings were $5.3 million
|
● |
Revenue for the full-year 2023 was $33.4 million
|
○ |
Global recurring revenue was $21.5 million
|
○ |
Gross domestic recurring billings were $20.2 million
|
● |
Increased domestic installed base to 923 XTRAC® devices at December 31, 2023
|
● |
Launched new TheraClear®X Acne Therapy System in January 2023 and implemented the recurring revenue model in December 2023, which targets clinical dermatology insurance reimbursed
procedures - currently 92 devices in operation by year end
|
● |
Announced leadership transition, in October 2023, with Dr. Dolev Rafaeli appointed as Vice-Chairman, President and Chief Executive Officer
|
● |
Reimplemented strategic revenue model emphasizing recurring revenue through a Direct-to-Consumer (DTC) approach, providing value add services to its partner clinics
|
● |
Completed sales and marketing department optimization in July 2023 which directly lead to a reduction of sales and marketing expenditures for the year, with full benefits expected to be realized in
2024
|
● |
Amended credit facility with MidCap Financial Trust to refinance existing debt and ensure alignment with the Company’s current and future business projections by supporting operational and capital
needs
|
● |
Initiated outreach initiative focused on broadening Current Procedural Terminology (“CPT”) code coverage to increase patient access to advanced treatments and enable higher provider reimbursement
rates
|
● |
Showcased TheraClear®X and XTRAC® products at Maui Derm 2024, demonstrating the TheraClearX® safety and efficacy in significantly reducing cystic and papular acne
lesions by over 50% within 1-2 weeks
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2023
|
2022
|
||||||
Net loss
|
(10,830
|
)
|
$
|
(5,549
|
)
|
|||
|
||||||||
Adjustments:
|
||||||||
Depreciation and amortization
|
5,553
|
5,293
|
||||||
Amortization of operating lease right-of-use asset
|
349
|
395
|
||||||
Loss on disposal of property and equipment
|
72
|
52
|
||||||
Benefit from / (provision for) income taxes
|
(92
|
)
|
63
|
|||||
Interest income
|
(231
|
)
|
(89
|
)
|
||||
Interest expense
|
1,640
|
926
|
||||||
Non-GAAP EBITDA
|
(3,539
|
)
|
1,091
|
|||||
Impairment of goodwill
|
2,284
|
—
|
||||||
Stock-based compensation
|
1,303
|
1,466
|
||||||
Loss on debt extinguishment
|
909
|
—
|
||||||
Non-GAAP adjusted EBITDA
|
$
|
957
|
$
|
2,557
|
|
Three Months Ended
December 31,
|
YTD
|
||||||||||||||
(in thousands)
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
Gross domestic recurring billings
|
$
|
4,947
|
$
|
5,768
|
$
|
19,622
|
$
|
22,271
|
||||||||
Co-Pay adjustments
|
(87
|
)
|
294
|
(343
|
)
|
(268
|
)
|
|||||||||
Other discounts
|
(22
|
)
|
(40
|
)
|
(110
|
)
|
(163
|
)
|
||||||||
Deferred revenue from prior quarters
|
1,913
|
2,309
|
2,170
|
1,867
|
||||||||||||
Deferral of revenue to future quarters
|
(1,624
|
)
|
(2,170
|
)
|
(1,624
|
)
|
(2,170
|
)
|
||||||||
GAAP Recorded domestic revenue
|
$
|
5,127
|
$
|
6,161
|
$
|
19,715
|
$
|
21,537
|
|
December 31,
|
|||||||
|
2023
|
2022
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
6,784
|
$
|
5,434
|
||||
Restricted cash
|
1,334
|
1,361
|
||||||
Accounts receivable, net of allowance for credit losses of $222 and
$382 at December 31, 2023 and 2022, respectively
|
4,440
|
4,471
|
||||||
Inventories
|
2,673
|
3,095
|
||||||
Prepaid expenses and other current assets
|
312
|
691
|
||||||
Total current assets
|
15,543
|
15,052
|
||||||
Property and equipment, net
|
11,778
|
9,950
|
||||||
Operating lease right-of-use assets
|
626
|
975
|
||||||
Intangible assets, net
|
7,319
|
17,394
|
||||||
Goodwill
|
6,519
|
8,803
|
||||||
Other assets
|
231
|
98
|
||||||
Total assets
|
$
|
42,016
|
$
|
52,272
|
||||
|
||||||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
3,343
|
$
|
3,425
|
||||
Accrued expenses and other current liabilities
|
6,306
|
6,555
|
||||||
Deferred revenues
|
2,120
|
2,778
|
||||||
Current portion of operating lease liabilities
|
352
|
355
|
||||||
Current portion of contingent consideration
|
53
|
313
|
||||||
Total current liabilities
|
12,174
|
13,426
|
||||||
Long-term debt, net
|
15,044
|
7,476
|
||||||
Deferred revenues and other liabilities
|
552
|
314
|
||||||
Deferred tax liability
|
186
|
306
|
||||||
Operating lease liabilities, net of current portion
|
237
|
610
|
||||||
Contingent consideration, net of current portion
|
1,135
|
8,309
|
||||||
Total liabilities
|
29,328
|
30,441
|
||||||
Commitments and contingencies (Note 11)
|
||||||||
Stockholders’ equity:
|
||||||||
Series C convertible preferred stock, $0.10 par value; 10,000,000 shares authorized, no shares issued and outstanding
|
—
|
—
|
||||||
Common stock, $0.001 par value; 150,000,000 shares authorized;
35,060,920 and 34,723,046 shares issued and outstanding at December 31,2023 and 2022, respectively
|
35
|
35
|
||||||
Additional paid-in capital
|
250,711
|
249,024
|
||||||
Accumulated deficit
|
(238,195
|
)
|
(227,228
|
)
|
||||
Total stockholders’ equity
|
12,688
|
21,831
|
||||||
Total liabilities and stockholders’ equity
|
$
|
42,016
|
$
|
52,272
|
|
Year Ended December 31,
|
|||||||
|
2023
|
2022
|
||||||
Revenues, net
|
$
|
33,358
|
$
|
36,161
|
||||
Cost of revenues
|
14,897
|
14,393
|
||||||
Gross profit
|
18,461
|
21,768
|
||||||
Operating expenses:
|
||||||||
Engineering and product development
|
1,317
|
1,029
|
||||||
Selling and marketing
|
12,956
|
15,301
|
||||||
General and administrative
|
10,508
|
10,087
|
||||||
Impairment of goodwill
|
2,284
|
—
|
||||||
|
27,065
|
26,417
|
||||||
Loss from operations
|
(8,604
|
)
|
(4,649
|
)
|
||||
Other (expense) income:
|
||||||||
Interest expense
|
(1,640
|
)
|
(926
|
)
|
||||
Interest income
|
231
|
89
|
||||||
Loss on debt extinguishment
|
(909
|
)
|
—
|
|||||
|
(2,318
|
)
|
(837
|
)
|
||||
Loss before income tax expense
|
(10,922
|
)
|
(5,486
|
)
|
||||
Income tax benefit (expense)
|
92
|
(63
|
)
|
|||||
Net loss
|
$
|
(10,830
|
)
|
$
|
(5,549
|
)
|
||
|
||||||||
Net loss per share of common stock, basic and diluted
|
$
|
(0.31
|
)
|
$
|
(0.16
|
)
|
||
Weighted average shares of common stock outstanding, basic and diluted
|
34,920,291
|
34,712,246
|
|
Year Ended December 31,
|
|||||||
|
2023
|
2022
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(10,830
|
)
|
$
|
(5,549
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
5,553
|
5,293
|
||||||
Impairment expense
|
2,284
|
—
|
||||||
Amortization of operating lease right-of-use assets
|
349
|
395
|
||||||
Amortization of deferred financing costs and debt discount
|
140
|
157
|
||||||
Change in allowance for credit losses
|
(110
|
)
|
107
|
|||||
Stock-based compensation expense
|
1,303
|
1,466
|
||||||
Loss on debt extinguishment
|
909
|
—
|
||||||
Loss on disposal of property and equipment
|
72
|
52
|
||||||
Deferred income taxes
|
(120
|
)
|
40
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
141
|
(1,145
|
)
|
|||||
Inventories
|
689
|
(1,340
|
)
|
|||||
Prepaid expenses and other assets
|
246
|
(111
|
)
|
|||||
Accounts payable
|
(100
|
)
|
603
|
|||||
Accrued expenses and other liabilities
|
(197
|
)
|
229
|
|||||
Deferred revenues
|
(472
|
)
|
(644
|
)
|
||||
Operating lease liabilities
|
(376
|
)
|
(477
|
)
|
||||
Net cash used in operating activities
|
(519
|
)
|
(924
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(5,019
|
)
|
(3,736
|
)
|
||||
Cash paid in connection with TheraClear asset acquisition
|
—
|
(631
|
)
|
|||||
Net cash used in investing activities
|
(5,019
|
)
|
(4,367
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from long-term debt
|
7,000
|
—
|
||||||
Payment of deferred financing costs
|
(97
|
)
|
—
|
|||||
Payment of contingent consideration
|
(42
|
)
|
(500
|
)
|
||||
Net cash provided by (used in) financing activities
|
6,861
|
(500
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
1,323
|
(5,791
|
)
|
|||||
Cash, cash equivalents and restricted cash at beginning of year
|
6,795
|
12,586
|
||||||
Cash, cash equivalents and restricted cash at end of year
|
$
|
8,118
|
$
|
6,795
|
||||
|
||||||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid during the year for interest
|
$
|
1,415
|
$
|
744
|
||||
Cash paid during the year for income taxes
|
$
|
22
|
$
|
19
|
||||
Supplemental schedule of non-cash operating, investing and financing activities:
|
||||||||
Modification of common stock warrants
|
$
|
384
|
$
|
—
|
||||
Transfer of property and equipment to inventories
|
$
|
267
|
$
|
463
|
||||
Change in intangible assets and fair value of contingent consideration
|
$
|
7,374
|
$
|
—
|
||||
Accrued exit fee recorded as debt discount
|
$
|
450
|
$
|
—
|
||||
Accrued payment of contingent consideration
|
$
|
18
|
$
|
—
|
||||
Inventories acquired in connection with TheraClear asset acquisition
|
$
|
—
|
$
|
71
|
||||
Intangible assets acquired in connection with TheraClear asset acquisition
|
$
|
—
|
$
|
10,182
|
||||
Contingent consideration issued in connection with TheraClear asset
|
$
|
—
|
$
|
9,122
|
||||
Common stock issued in connection with TheraClear asset acquisition
|
$
|
—
|
$
|
500
|
||||
Change in operating lease right-of-use assets and liabilities due to new and amended leases
|
$
|
—
|
$
|
732
|