|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
|
13-3986004
(I.R.S. Employer
Identification No.)
|
|
Part I. Financial Information:
|
PAGE
|
||
a.
|
3
|
||
b.
|
4
|
||
5
|
|||
c.
|
6
|
||
d.
|
7
|
||
e.
|
9
|
||
26
|
|||
34
|
|||
34
|
|||
35
|
|||
35
|
|||
35
|
|||
35
|
|||
35
|
|||
36
|
|||
36
|
|||
38
|
|||
E-31.1
|
June 30, 2016
|
December 31, 2015
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
2,841
|
$
|
3,303
|
||||
Restricted cash
|
-
|
15
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $120 and $45, respectively
|
2,708
|
4,068
|
||||||
Inventories, net
|
3,754
|
4,128
|
||||||
Prepaid expenses and other current assets
|
252
|
465
|
||||||
Total current assets
|
9,555
|
11,979
|
||||||
Property and equipment, net
|
11,635
|
13,851
|
||||||
Patents and licensed technologies, net
|
6,759
|
7,247
|
||||||
Other intangible assets, net
|
7,560
|
7,980
|
||||||
Goodwill
|
8,803
|
8,928
|
||||||
Other assets
|
94
|
94
|
||||||
Total assets
|
$
|
44,406
|
$
|
50,079
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Note payable
|
$
|
93
|
$
|
299
|
||||
Accounts payable
|
2,623
|
4,446
|
||||||
Other accrued liabilities
|
1,474
|
2,161
|
||||||
Deferred revenues
|
204
|
173
|
||||||
Total current liabilities
|
4,394
|
7,079
|
||||||
Long-term liabilities:
|
||||||||
Long-term debt, net
|
11,345
|
9,851
|
||||||
Senior secured convertible debentures, net
|
10,824
|
9,839
|
||||||
Warrant liability
|
317
|
7,042
|
||||||
Deferred tax liability
|
239
|
119
|
||||||
Other liabilities
|
15
|
62
|
||||||
Total liabilities
|
27,134
|
33,992
|
||||||
Commitment and contingencies
|
||||||||
Stockholders' equity:
|
||||||||
Preferred Stock, $.10 par value, 10,000,000 shares authorized; 6,505 shares issued and outstanding
|
1
|
1
|
||||||
Common Stock, $.001 par value, 150,000,000 shares authorized; 10,612,804 and 10,283,393 shares issued and outstanding, respectively
|
11
|
10
|
||||||
Additional paid-in capital
|
225,436
|
223,315
|
||||||
Accumulated deficit
|
(208,179
|
)
|
(207,240
|
)
|
||||
Accumulated other comprehensive income
|
3
|
1
|
||||||
Total stockholders' equity
|
17,272
|
16,087
|
||||||
Total liabilities and stockholders' equity
|
$
|
44,406
|
$
|
50,079
|
For the Three Months Ended
June 30,
|
||||||||
2016
|
2015
|
|||||||
Revenues
|
$
|
7,739
|
$
|
611
|
||||
Cost of revenues
|
3,139
|
6,474
|
||||||
Gross profit (loss)
|
4,600
|
(5,863
|
)
|
|||||
|
||||||||
Operating expenses:
|
||||||||
Engineering and product development
|
634
|
282
|
||||||
Selling and marketing
|
3,523
|
910
|
||||||
General and administrative
|
1,901
|
1,950
|
||||||
|
6,058
|
3,142
|
||||||
Operating loss before other income (expense), net
|
(1,458
|
)
|
(9,005
|
)
|
||||
|
||||||||
Other income (expense), net:
|
||||||||
Interest expense, net
|
(1,178
|
)
|
(838
|
)
|
||||
Change in fair value of warrant liability
|
3,199
|
1,985
|
||||||
Other income, net
|
(4
|
)
|
11
|
|||||
2,017
|
1,158
|
|||||||
Income (loss) before income taxes
|
559
|
(7,847
|
)
|
|||||
Income tax expense
|
(61
|
)
|
-
|
|||||
Net income (loss)
|
$
|
498
|
$
|
(7,847
|
)
|
|||
Net income (loss) per share:
|
||||||||
Basic
|
$
|
0.05
|
$
|
(0.97
|
)
|
|||
Diluted
|
$
|
(0.23
|
)
|
$
|
(1.01
|
)
|
||
Shares used in computing net income (loss) per share:
|
||||||||
Basic
|
10,589,485
|
8,067,991
|
||||||
Diluted
|
11,555,236
|
9,687,623
|
||||||
Other comprehensive income (loss):
|
||||||||
Foreign currency translation adjustments
|
2
|
1
|
||||||
Comprehensive income (loss)
|
$
|
500
|
$
|
(7,846
|
)
|
For the Six Months Ended
June 30,
|
||||||||
2016
|
2015
|
|||||||
Revenues
|
$
|
15,359
|
$
|
692
|
||||
Cost of revenues
|
6,561
|
7,185
|
||||||
Gross profit (loss)
|
8,798
|
(6,493
|
)
|
|||||
|
||||||||
Operating expenses:
|
||||||||
Engineering and product development
|
1,159
|
521
|
||||||
Selling and marketing
|
7,233
|
1,937
|
||||||
General and administrative
|
4,002
|
3,686
|
||||||
|
12,394
|
6,144
|
||||||
Operating loss before other income (expense), net
|
(3,596
|
)
|
(12,637
|
)
|
||||
|
||||||||
Other income (expense), net:
|
||||||||
Interest expense, net
|
(2,396
|
)
|
(3,162
|
)
|
||||
Change in fair value of warrant liability
|
5,184
|
651
|
||||||
Other income, net
|
(4
|
)
|
28
|
|||||
2,784
|
(2,483
|
)
|
||||||
Loss before income taxes
|
(812
|
)
|
(15,120
|
)
|
||||
Income tax expense
|
(127
|
)
|
-
|
|||||
Net loss
|
$
|
(939
|
)
|
$
|
(15,120
|
)
|
||
Net loss per share:
|
||||||||
Basic
|
$
|
(0.09
|
)
|
$
|
(2.08
|
)
|
||
Diluted
|
$
|
(0.55
|
)
|
$
|
(2.08
|
)
|
||
Shares used in computing net loss per share:
|
||||||||
Basic
|
10,464,571
|
7,274,358
|
||||||
Diluted
|
11,080,904
|
7,274,358
|
||||||
Other comprehensive loss:
|
||||||||
Foreign currency translation adjustments
|
2
|
1
|
||||||
Comprehensive loss
|
$
|
(937
|
)
|
$
|
(15,119
|
)
|
Convertible Preferred Stock
|
Common Stock
|
Additional Paid-In
|
Accumulated
|
Accumulated Other Comprehensive
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Loss
|
Total
|
|||||||||||||||||||||||||
BALANCE, JANUARY 1, 2016
|
6,505
|
$
|
1
|
10,283,393
|
$
|
10
|
$
|
223,315
|
$
|
(207,240
|
)
|
$
|
1
|
$
|
16,087
|
|||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
-
|
286
|
-
|
-
|
286
|
||||||||||||||||||||||||
Conversion of senior secured convertible debentures
|
-
|
-
|
329,411
|
1
|
247
|
-
|
-
|
248
|
||||||||||||||||||||||||
Warrants issued in connection with debt
|
-
|
-
|
-
|
-
|
47
|
-
|
-
|
47
|
||||||||||||||||||||||||
Reclassification of warrants to equity
|
-
|
-
|
-
|
-
|
1,541
|
-
|
-
|
1,541
|
||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
2
|
2
|
||||||||||||||||||||||||
Net loss for the six months ended June 30, 2016
|
-
|
-
|
-
|
-
|
-
|
(939
|
)
|
-
|
(939
|
)
|
||||||||||||||||||||||
BALANCE, JUNE 30, 2016
|
6,505
|
$
|
1
|
10,612,804
|
$
|
11
|
$
|
225,436
|
$
|
(208,179
|
)
|
$
|
3
|
$
|
17,272
|
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
|
||||||
Provision for doubtful accounts
|
85
|
-
|
||||||
Stock-based compensation
|
286
|
476
|
||||||
Deferred tax provision
|
120
|
-
|
||||||
Impairment of long-lived assets
|
-
|
920
|
||||||
Inventory write-offs
|
-
|
4,818
|
||||||
Loss on disposal of property, plant and equipment
|
124
|
-
|
||||||
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
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
1,275
|
239
|
||||||
Inventories
|
374
|
211
|
||||||
Prepaid expenses and other assets
|
168
|
63
|
||||||
Accounts payable and accrued expenses
|
(1,834
|
)
|
204
|
|||||
Other accrued liabilities
|
(686
|
)
|
46
|
|||||
Deferred financing costs
|
-
|
(382
|
)
|
|||||
Other liabilities
|
(47
|
)
|
(20
|
)
|
||||
Deferred revenues
|
31
|
119
|
||||||
Net cash used in operating activities
|
(1,574
|
)
|
(5,555
|
)
|
||||
Cash Flows From Investing Activities:
|
||||||||
Lasers placed-in-service, net
|
(328
|
)
|
(123
|
)
|
||||
Restricted cash
|
15
|
(100
|
)
|
|||||
Reimbursement of purchase price | 125 | - | ||||||
Acquisition costs, net of cash received
|
-
|
(42,500
|
)
|
|||||
Net cash used in investing activities
|
(188
|
)
|
(42,723
|
)
|
For the Six Months Ended
June 30,
|
||||||||
2016
|
2015
|
|||||||
Cash Flows From Financing Activities:
|
||||||||
Proceeds from long-term debt
|
1,500
|
-
|
||||||
Proceeds from convertible debentures
|
-
|
32,500
|
||||||
Proceeds from senior notes
|
-
|
10,000
|
||||||
Payments on notes payable
|
(207
|
)
|
(5
|
)
|
||||
Expenses related to financing
|
-
|
(100
|
)
|
|||||
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 senior secured convertible debentures into common stock
|
$
|
248
|
$
|
2,308
|
||||
Conversion of convertible preferred stock into common stock
|
$
|
-
|
$
|
5,283
|
||||
Reclassification of property and equipment to inventory, net
|
$
|
-
|
$
|
107
|
||||
Reclassification of warrants to equity
|
$
|
1,541
|
$
|
-
|
||||
Recognition of warrants issued as debt discount
|
$
|
47
|
$
|
-
|
|
•
|
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
|
Fair Value as of
June 30, 2016
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Warrant liability (Note 10)
|
$
|
317
|
$
|
-
|
$
|
-
|
$
|
317
|
||||||||
Fair Value as of
December 31, 2015
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Warrant liability (Note 10)
|
$
|
7,042
|
$
|
-
|
$
|
-
|
$
|
7,042
|
June 30, 2016
|
||||
(unaudited)
|
||||
Accrual at beginning of year
|
$
|
226
|
||
Additions charged to warranty expense
|
112
|
|||
Expiring warranties/claimed satisfied
|
(206
|
)
|
||
Total
|
132
|
|||
Less: current portion
|
(119
|
)
|
||
$
|
13
|
Three Months Ended
June 30, 2016
|
Six Months Ended
June 30, 2016
|
Three Months Ended
June 30, 2015
|
||||||||||
Net income (loss)
|
$
|
498
|
$
|
(939
|
)
|
$
|
(7,847
|
)
|
||||
Gain on the change in fair value of the warrant liability
|
(3,199
|
)
|
(5,184
|
)
|
(1,985
|
)
|
||||||
Diluted earnings
|
$
|
(2,701
|
)
|
$
|
(6,123
|
)
|
$
|
(9,832
|
)
|
|||
Weighted average number of common and common equivalent shares outstanding:
|
||||||||||||
Basic number of common shares outstanding
|
10,589,485
|
10,464,571
|
8,067,991
|
|||||||||
Dilutive effect of warrants
|
965,751
|
616,333
|
1,619,632
|
|||||||||
Diluted number of common and common stock equivalent shares outstanding
|
11,555,236
|
11,080,904
|
9,687,623
|
June 30,
|
||||||||
2016
|
2015
|
|||||||
Common stock equivalents of convertible debentures
|
46,105,715
|
47,661,800
|
||||||
Common stock purchase warrants
|
16,729,362
|
16,078,920
|
||||||
Common stock equivalents of convertible preferred stock
|
2,535,866
|
4,007,406
|
||||||
Common stock options
|
3,009,252
|
1,293,701
|
||||||
Total
|
68,380,195
|
69,041,827
|
Fair Value
|
||||
Current assets
|
$
|
7,233
|
||
Property, plant and equipment
|
14,340
|
|||
Identifiable intangible assets
|
16,100
|
|||
Other assets
|
45
|
|||
Total assets assumed
|
37,718
|
|||
Current liabilities
|
(3,945
|
)
|
||
Note payable
|
(57
|
)
|
||
Other long term liabilities
|
(116
|
)
|
||
Total liabilities assumed
|
(4,118
|
)
|
||
Net assets acquired
|
$
|
33,600
|
Three Months
Ended
June 30,2015
|
Six Months
Ended
June 30, 2015
|
|||||||
(unaudited)
|
(unaudited)
|
|||||||
Net revenues
|
$
|
7,803
|
$
|
15,361
|
||||
Net loss
|
$
|
(11,309
|
)
|
$
|
(21,466
|
)
|
||
Net loss per basic and diluted share:
|
$
|
(1.40
|
)
|
$
|
(2.87
|
)
|
||
Shares used in calculating net loss per basic and diluted share:
|
8,067,991
|
7,474,358
|
June 30
,
2016
|
December 31, 2015
|
|||||||
(unaudited)
|
||||||||
Raw materials and work in progress
|
$
|
3,416
|
$
|
3,706
|
||||
Finished goods
|
338
|
422
|
||||||
Total inventories
|
$
|
3,754
|
$
|
4,128
|
June 30, 2016
|
December 31, 2015
|
|||||||
(unaudited)
|
||||||||
Lasers placed-in-service
|
$
|
16,079
|
$
|
15,782
|
||||
Equipment, computer hardware and software
|
161
|
1,219
|
||||||
Furniture and fixtures
|
111
|
2,080
|
||||||
Leasehold improvements
|
24
|
931
|
||||||
16,375
|
20,012
|
|||||||
Accumulated depreciation and amortization
|
(4,740
|
)
|
(6,161
|
)
|
||||
Property and equipment, net
|
$
|
11,635
|
$
|
13,851
|
June 30, 2016
|
December 31, 2015
|
|||||||
(unaudited)
|
||||||||
Core technology
|
$
|
5,974
|
$
|
5,974
|
||||
Product technology
|
2,000
|
2,000
|
||||||
7,974
|
7,974
|
|||||||
Accumulated amortization
|
(1,215
|
)
|
(727
|
)
|
||||
Patents and licensed technologies, net
|
$
|
6,759
|
$
|
7,247
|
Remaining 2016
|
$
|
487
|
||
2017
|
975
|
|||
2018
|
975
|
|||
2019
|
975
|
|||
2020
|
775
|
|||
Thereafter
|
2,572
|
|||
Total
|
$
|
6,759
|
June 30, 2016
|
December 31, 2015
|
|||||||
(unaudited)
|
||||||||
Customer relationships
|
$
|
6,900
|
$
|
6,900
|
||||
Tradenames
|
1,500
|
1,500
|
||||||
8,400
|
8,400
|
|||||||
Accumulated amortization
|
(840
|
)
|
(420
|
)
|
||||
Other intangible assets, net
|
$
|
7,560
|
$
|
7,980
|
Remaining 2016
|
$
|
420
|
||
2017
|
840
|
|||
2018
|
840
|
|||
2019
|
840
|
|||
2020
|
840
|
|||
Thereafter
|
3,780
|
|||
Total
|
$
|
7,560
|
June 3
0
, 2016
|
December 31, 2015
|
|||||||
(unaudited)
|
||||||||
Accrued warranty, current, see Note 1
|
$
|
119
|
$
|
168
|
||||
Accrued compensation, including commissions and vacation
|
696
|
1,336
|
||||||
Accrued sales and other taxes
|
391
|
349
|
||||||
Accrued professional fees
|
267
|
265
|
||||||
Other accrued liabilities
|
1
|
43
|
||||||
Total other accrued liabilities
|
$
|
1,474
|
$
|
2,161
|
June 30, 2016
|
December 31, 2015
|
|||||||
(unaudited)
|
||||||||
Senior secured 2.25% convertible debentures, net of unamortized debt discount of $25,252 and $26,267, respectively; and deferred financing costs of $544 and $522, respectively
|
$
|
6,234
|
$
|
5,489
|
||||
Senior secured 4% convertible debentures, net of unamortized debt discount of $3,707 and $3,922, respectively; and deferred financing costs of $419 and $443, respectively
|
4,590
|
4,350
|
||||||
Total convertible debt
|
$
|
10,824
|
$
|
9,839
|
December 31, 2015
|
January 29, 2016
|
|||||||
Number of shares underlying warrants
|
650,442
|
99,057
|
||||||
Exercise price
|
$
|
1.13
|
$
|
1.06
|
||||
Stock price on date of issuance
|
$
|
1.11
|
$
|
1.05
|
||||
Fair value of warrants
|
$
|
321
|
$
|
47
|
||||
Volatility
|
50.0
|
%
|
50.0
|
%
|
||||
Risk-free interest rate
|
1.8
|
%
|
1.8
|
%
|
||||
Expected dividend yield
|
0
|
%
|
0
|
%
|
||||
Expected warrant life
|
5 years
|
5 years
|
June 30, 2016
|
June 22, 2016
|
December 31, 2015
|
||||||||||
Number of shares underlying the warrants
|
2,015,446
|
14,099,267
|
14,099,267
|
|||||||||
Stock price
|
$
|
0.61
|
$
|
0.65
|
$
|
1.11
|
||||||
Volatility
|
50.00
|
%
|
35.00 - 50.00
|
%
|
35.90 – 50.00
|
%
|
||||||
Risk-free interest rate
|
0.83% – 0.86
|
%
|
0.25% – 1.04
|
%
|
0.02% - 1.63
|
%
|
||||||
Expected dividend yield
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||
Expected warrant life
|
2.62 – 2.85 years
|
0.09– 4.0 years
|
0.07 – 4.48 years
|
Issuance Date
|
December 31, 2015
|
Decrease in Fair Value
|
Reclassification to Equity
|
June 30, 2016
|
||||||||||||
10/31/2013
|
$
|
379
|
$
|
(267
|
)
|
$
|
-
|
$
|
112
|
|||||||
2/5/2014
|
715
|
(510
|
)
|
-
|
205
|
|||||||||||
7/24/2014 Series A
|
2,415
|
(1,573
|
)
|
(842
|
)
|
-
|
||||||||||
7/24/2014 Series B
|
1,726
|
(1,713
|
)
|
(13
|
)
|
-
|
||||||||||
6/22/2015
|
1,807
|
(1,121
|
)
|
(686
|
)
|
-
|
||||||||||
Total
|
$
|
7,042
|
$
|
(5,184
|
)
|
$
|
(1,541
|
)
|
$
|
317
|
Issuance Date
|
December 31, 2014
|
Initial Measurement
|
Increase (Decrease) in Fair Value
|
June 30, 2015
|
||||||||||||
10/31/2013
|
$
|
233
|
$
|
-
|
$
|
(96
|
)
|
$
|
137
|
|||||||
2/5/2014
|
266
|
-
|
13
|
279
|
||||||||||||
6/22/2015
|
-
|
2,958
|
(568
|
)
|
2,390
|
|||||||||||
Total
|
$
|
499
|
$
|
2,958
|
$
|
651
|
$
|
2,806
|
Issuance Date
|
December 31, 2015
|
Reductions
|
June 30, 2016
|
|||||||||
10/31/2013
|
685,715
|
-
|
685,715
|
|||||||||
2/5/2014
|
1,329,731
|
-
|
1,329,731
|
|||||||||
7/24/2014 Series A
|
4,288,500
|
(4,288,500
|
)
|
-
|
||||||||
7/24/2014 Series B
|
4,795,321
|
(4,795,321
|
)
|
-
|
||||||||
6/22/2015
|
3,000,000
|
(3,000,000
|
)
|
-
|
||||||||
Total
|
14,099,267
|
(12,083,821
|
)
|
2,015,446
|
Issue Date
|
Expiration Date
|
Total Warrants
|
Exercise Price
|
||||||
4/26/2013
|
4/26/2018
|
69,321
|
$
|
11.18
|
|||||
10/31/2013
|
4/30/2019
|
685,715
|
$
|
0.75
|
|||||
2/5/2014
|
2/5/2019
|
1,329,731
|
$
|
0.75
|
|||||
7/24/2014
|
7/24/2019
|
6,198,832
|
$
|
0.75 - $ 2.45
|
|||||
7/24/2014
|
7/24/2016
|
4,795,321
|
$
|
0.75
|
|||||
6/22/2015
|
6/22/2020
|
3,000,000
|
$
|
0.75
|
|||||
12/30/2015
|
12/30/2020
|
650,442
|
$
|
1.13
|
|||||
1/29/2016
|
1/29/2021
|
99,057
|
$
|
1.06
|
|||||
16,828,419
|
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
Dermatology Imaging
|
TOTAL
|
|||||||||||||
Revenues
|
$
|
6,093
|
$
|
1,634
|
$
|
12
|
$
|
7,739
|
||||||||
Costs of revenues
|
2,258
|
812
|
69
|
3,139
|
||||||||||||
Gross profit
|
3,835
|
822
|
( 57
|
)
|
4,600
|
|||||||||||
Gross profit %
|
63.0
|
%
|
50.3
|
%
|
(475.0
|
%)
|
59.4
|
%
|
||||||||
Allocated operating expenses:
|
||||||||||||||||
Engineering and product development
|
323
|
54
|
257
|
634
|
||||||||||||
Selling and marketing expenses
|
3,349
|
96
|
78
|
3,523
|
||||||||||||
Unallocated operating expenses
|
-
|
-
|
-
|
1,901
|
||||||||||||
3,672
|
150
|
335
|
6,058
|
|||||||||||||
Income (loss) from operations
|
163
|
672
|
(392
|
)
|
(1,458
|
)
|
||||||||||
Interest expense, net
|
-
|
-
|
-
|
(1,178
|
)
|
|||||||||||
Change in fair value of warrant liability
|
-
|
-
|
-
|
3,199
|
||||||||||||
Other income (expense), net
|
-
|
-
|
-
|
(4
|
)
|
|||||||||||
Income (loss) before income taxes
|
$
|
163
|
$
|
672
|
$
|
(392
|
)
|
$
|
559
|
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
Dermatology Imaging
|
TOTAL
|
|||||||||||||
Revenues
|
$
|
104
|
$
|
449
|
$
|
58
|
$
|
611
|
||||||||
Costs of revenues
|
62
|
284
|
6,128
|
6,474
|
||||||||||||
Gross profit
|
42
|
165
|
(6,070
|
)
|
(5,863
|
)
|
||||||||||
Gross profit %
|
40.4
|
%
|
36.7
|
%
|
(10465.5
|
%)
|
(959.6
|
%)
|
||||||||
Allocated operating expenses:
|
||||||||||||||||
Engineering and product development
|
7
|
31
|
244
|
282
|
||||||||||||
Selling and marketing expenses
|
170
|
30
|
710
|
910
|
||||||||||||
Unallocated operating expenses
|
-
|
-
|
-
|
1,950
|
||||||||||||
177
|
61
|
954
|
3,142
|
|||||||||||||
Loss from operations
|
(135
|
)
|
104
|
(7,024
|
)
|
(9,005
|
)
|
|||||||||
Interest expense, net
|
-
|
-
|
(838
|
)
|
||||||||||||
Change in fair value of warrant liability
|
-
|
-
|
-
|
1,985
|
||||||||||||
Other income (expense), net
|
-
|
-
|
-
|
11
|
||||||||||||
Net loss
|
$
|
(135
|
)
|
$
|
104
|
$
|
(7,024
|
)
|
$
|
(7,847
|
)
|
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
Dermatology Imaging
|
TOTAL
|
|||||||||||||
Revenues
|
$
|
11,621
|
$
|
3,624
|
$
|
114
|
$
|
15,359
|
||||||||
Costs of revenues
|
4,561
|
1,764
|
236
|
6,561
|
||||||||||||
Gross profit
|
7,060
|
1,860
|
( 122
|
)
|
8,798
|
|||||||||||
Gross profit %
|
60.8
|
%
|
51.3
|
%
|
(107.0
|
%)
|
57.3
|
%
|
||||||||
Allocated operating expenses:
|
||||||||||||||||
Engineering and product development
|
634
|
116
|
409
|
1,159
|
||||||||||||
Selling and marketing expenses
|
6,860
|
203
|
170
|
7,233
|
||||||||||||
Unallocated operating expenses
|
-
|
-
|
-
|
4,002
|
||||||||||||
7,494
|
319
|
579
|
12,394
|
|||||||||||||
Income (loss) from operations
|
(434
|
)
|
1,541
|
(701
|
)
|
(3,596
|
)
|
|||||||||
Interest expense, net
|
-
|
-
|
-
|
(2,396
|
)
|
|||||||||||
Change in fair value of warrant liability
|
-
|
-
|
-
|
5,184
|
||||||||||||
Other income (expense), net
|
-
|
-
|
-
|
(4
|
)
|
|||||||||||
Income (loss) before income taxes
|
$
|
(434
|
)
|
$
|
1,541
|
$
|
(701
|
)
|
$
|
(812
|
)
|
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
Dermatology Imaging
|
TOTAL
|
|||||||||||||
Revenues
|
$
|
104
|
$
|
449
|
$
|
139
|
$
|
692
|
||||||||
Costs of revenues
|
62
|
284
|
6,839
|
7,185
|
||||||||||||
Gross profit
|
42
|
165
|
(6,700
|
)
|
(6,493
|
)
|
||||||||||
Gross profit %
|
40.4
|
%
|
36.7
|
%
|
(4820.0
|
%)
|
(938.3
|
%)
|
||||||||
Allocated operating expenses:
|
||||||||||||||||
Engineering and product development
|
7
|
31
|
483
|
521
|
||||||||||||
Selling and marketing expenses
|
169
|
30
|
1,738
|
1,937
|
||||||||||||
Unallocated operating expenses
|
-
|
-
|
-
|
3,686
|
||||||||||||
176
|
61
|
2,221
|
6,144
|
|||||||||||||
Loss from operations
|
(134
|
)
|
104
|
(8,921
|
)
|
(12,637
|
)
|
|||||||||
Interest expense, net
|
-
|
-
|
(3,162
|
)
|
||||||||||||
Change in fair value of warrant liability
|
-
|
-
|
-
|
651
|
||||||||||||
Other income (expense), net
|
-
|
-
|
-
|
28
|
||||||||||||
Net loss
|
$
|
(134
|
)
|
$
|
104
|
$
|
(8,921
|
)
|
$
|
(15,120
|
)
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Domestic
|
$
|
6,265
|
$
|
104
|
$
|
12,158
|
$
|
122
|
||||||||
Foreign
|
1,474
|
507
|
3,201
|
570
|
||||||||||||
$
|
7,739
|
$
|
611
|
$
|
15,359
|
$
|
692
|
•
|
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, as demonstrated by excimer technology with the simplicity of design and reliability of a lamp system.
|
|
•
|
MelaFind®
.
MelaFind received a Pre-Market Approval, or PMA, from the FDA, in November 2011, having already received in September 2011 Conformité Européenne ("CE") Mark approval. MelaFind is a non-invasive, point–of-care, (i.e. in the doctor's office) instrument to aid dermatologists in their decision to biopsy suspicious pigmented lesions, (e.g. melanoma). MelaFind aids in the evaluation of clinically atypical pigmented skin lesions, when a dermatologist chooses to obtain additional information before making a final decision to biopsy in order to rule out melanoma. MelaFind acquires and displays multi-spectral (from blue to near infrared) images and dermoscopic Red Green Blue ("RGB") digital data from pigmented skin lesions.
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Dermatology Recurring Procedures
|
$
|
6,093
|
$
|
104
|
$
|
11,621
|
$
|
104
|
||||||||
Dermatology Procedures Equipment
|
1,634
|
449
|
3,624
|
449
|
||||||||||||
Dermatology Imaging
|
12
|
58
|
114
|
139
|
||||||||||||
Total Revenues
|
$
|
7,739
|
$
|
611
|
$
|
15,359
|
$
|
692
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Dermatology Recurring Procedures
|
$
|
2,258
|
$
|
62
|
$
|
4,561
|
$
|
62
|
||||||||
Dermatology Procedures Equipment
|
812
|
284
|
1,764
|
284
|
||||||||||||
Dermatology Imaging
|
69
|
6,128
|
236
|
6,839
|
||||||||||||
Total Cost of Revenues
|
$
|
3,139
|
$
|
6,474
|
$
|
6,561
|
$
|
7,185
|
For the Three Months Ended June 30, 2016
|
||||||||||||||||||||
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
Dermatology Imaging
|
Total
|
For the Three Months Ended June 30, 2015
|
||||||||||||||||
Revenues
|
$
|
6,093
|
$
|
1,634
|
$
|
12
|
$
|
7,739
|
$
|
611
|
||||||||||
Cost of revenues
|
2,258
|
812
|
69
|
3,139
|
6,474
|
|||||||||||||||
Gross profit
|
$
|
3,835
|
$
|
822
|
$
|
(57
|
)
|
$
|
4,600
|
$
|
(5,863
|
)
|
||||||||
Gross margin percentage
|
63.0
|
%
|
50.3
|
%
|
(475.0
|
%)
|
59.4
|
%
|
(959.6
|
%)
|
For the Six Months Ended June 30, 2016
|
||||||||||||||||||||
Dermatology Recurring Procedures
|
Dermatology Procedures Equipment
|
Dermatology Imaging
|
Total
|
For the Six Months Ended June 30, 2015
|
||||||||||||||||
Revenues
|
$
|
11,621
|
$
|
3,624
|
$
|
114
|
$
|
15,359
|
$
|
692
|
||||||||||
Cost of revenues
|
4,561
|
1,764
|
236
|
6,561
|
7,185
|
|||||||||||||||
Gross profit
|
$
|
7,060
|
$
|
1,860
|
$
|
(122
|
)
|
$
|
8,798
|
$
|
(6,493
|
)
|
||||||||
Gross margin percentage
|
60.8
|
%
|
51.3
|
%
|
(107.0
|
%)
|
57.3
|
%
|
(938.3
|
%)
|
For the Three Months Ended June 30,
|
||||||||||||
2016
|
2015
|
Change
|
||||||||||
Net income (loss)
|
$
|
498
|
$
|
(7,847
|
)
|
$
|
8,345
|
|||||
Adjustments:
|
||||||||||||
Income taxes
|
61
|
-
|
61
|
|||||||||
Depreciation and amortization
|
1,640
|
322
|
1,318
|
|||||||||
Interest expense, net
|
535
|
151
|
384
|
|||||||||
Non-cash interest expense
|
643
|
687
|
(44
|
)
|
||||||||
EBITDA
|
3,377
|
(6,687
|
)
|
10,064
|
||||||||
Stock-based compensation expense
|
116
|
246
|
(130
|
)
|
||||||||
Change in fair value of warrants
|
(3,199
|
)
|
(1,985
|
)
|
(1,214
|
)
|
||||||
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
|
)
|
$
|
2,526
|
|||||
For the Six Months Ended June 30,
|
||||||||||||
2016
|
2015
|
Change
|
||||||||||
Net loss
|
$
|
(939
|
)
|
$
|
(15,120
|
)
|
$
|
14,181
|
||||
Adjustments:
|
||||||||||||
Income taxes
|
127
|
-
|
127
|
|||||||||
Depreciation and amortization
|
3,323
|
641
|
2,682
|
|||||||||
Interest expense, net
|
1,067
|
290
|
777
|
|||||||||
Non-cash interest expense
|
1,329
|
2,872
|
(1,543
|
)
|
||||||||
EBITDA
|
4,907
|
(11,317
|
)
|
16,224
|
||||||||
Stock-based compensation expense
|
286
|
476
|
(190
|
)
|
||||||||
Change in fair value of warrants
|
(5,184
|
)
|
(651
|
)
|
(4,533
|
)
|
||||||
Acquisition costs
|
-
|
456
|
(456
|
)
|
||||||||
Impairment of property and equipment
|
-
|
920
|
(920
|
)
|
||||||||
Inventory valuation reserves
|
-
|
4,818
|
(4,818
|
)
|
||||||||
Non-GAAP adjusted EBITDA
|
$
|
9
|
$
|
(5,298
|
)
|
$
|
5,307
|
|||||
3.1
|
Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Registration Statement on Form S-3 (File No. 333-167113), as filed on May 26, 2010).
|
|
3.2
|
Fourth Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 contained in our Form 8-K current report as filed on July 21, 2015).
|
|
3.3
|
Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed on August 7, 2014).
|
|
3.4
|
Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, filed on July 10, 2014).
|
|
3.5
|
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, filed on February 3, 2014).
|
|
3.6
|
Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, filed on July 23, 2014).
|
|
3.7
|
Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, as filed on September 30, 2015).
|
|
10.40
|
Extension Agreement dated as of July 20, 2016 between Strata Skin Sciences, Inc. and Jeffrey F. O'Donnell, Sr.
(Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, as filed on July 22, 2016).
|
|
10.41
|
Extension Agreement dated as of July 20, 2016 between Strata Skin Sciences, Inc. and Samuel E. Navarro
(Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, as filed on July 22, 2016).
|
10.42
|
First Amendment to Credit and Security Agreement dated as of August
9
, 2016 among MidCap Financial Trust, as administrative agent, the Lenders as listed on the signature pages thereto and the Company.
|
|
10.43
|
Amended and Restated Fee Letter Agreement dated as of August
9
, 2016, by and between Midcap Financial Trust as Agent and the Company.
|
|
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 12, 2016
|
By:
|
/s/ Michael R. Stewart
|
|
|
|
Name Michael R. Stewart
|
|
|
|
Title Chief Executive Officer
|
|
Date August 12, 2016
|
By:
|
/s/ Christina L. Allgeier
|
|
|
|
Name Christina L. Allgeier
|
|
|
|
Title Chief Financial Officer
|
|
By:
|
/s/ David K. Stone
|
/s/ Jeffrey F. O'Donnell
|
|
Title:
|
Board Member
|
Jeffrey F. O'Donnell, Sr.
|
|
Nominating and Governance Committee Chair
|
|||
By:
|
/s/ David K. Stone
|
/s/ Samuel E. Navarro
|
|
Title:
|
Board Member
|
Samuel E. Navarro
|
|
Nominating and Governance Committee Chair
|
|||
1.
|
The Financial Covenant Schedule is hereby replaced in its entirety with the Financial Covenant Schedule attached to this Amendment as Exhibit A.
|
1.
|
reimbursement or payment of its costs and expenses incurred in connection with this Amendment (including reasonable fees, charges and disbursements of counsel to Agent and the Lenders);
|
2.
|
duly executed signature pages to this Amendment from the Lenders, the Borrower and Agent; and
|
3.
|
a duly executed amendment and restatement of the fee letter agreement, dated as of the Closing Date, by and between Borrower and Agent, in form and substance acceptable to Agent.
|
Minimum Net Revenue - Covenant Level
|
||
TTM Period Ending (to be reported to Agent within 30 days after such date)
|
Number of Months in Testing Period
|
Minimum Net Revenue for Such Period
|
31-Jul-16
|
7
|
15,031,000
|
31-Aug-16
|
8
|
17,331,000
|
30-Sep-16
|
9
|
20,781,000
|
31-Oct-16
|
10
|
22,926,000
|
30-Nov-16
|
11
|
25,499,000
|
31-Dec-16
|
12
|
29,359,000
|
31-Jan-17
|
12
|
29,595,000
|
28-Feb-17
|
12
|
29,878,000
|
31-Mar-17
|
12
|
30,302,000
|
30-Apr-17
|
12
|
30,458,000
|
31-May-17
|
12
|
30,645,000
|
30-Jun-17
|
12
|
30,925,000
|
31-Jul-17
|
12
|
31,258,000
|
31-Aug-17
|
12
|
31,592,000
|
30-Sep-17
|
12
|
31,925,000
|
31-Oct-17
|
12
|
32,258,000
|
30-Nov-17
|
12
|
32,592,000
|
31-Dec-17
|
12
|
32,925,000
|
31-Jan-18
|
12
|
33,258,000
|
28-Feb-18
|
12
|
33,592,000
|
31-Mar-18
|
12
|
33,925,000
|
30-Apr-18
|
12
|
34,258,000
|
31-May-18
|
12
|
34,592,000
|
30-Jun-18
|
12
|
34,925,000
|
31-Jul-18
|
12
|
35,258,000
|
31-Aug-18
|
12
|
35,592,000
|
30-Sep-18
|
12
|
35,925,000
|
31-Oct-18
|
12
|
36,258,000
|
30-Nov-18
|
12
|
36,592,000
|
31-December-18 and the last day of each month occurring thereafter
|
12
|
36,785,000
|
1.
|
on the Closing Date, an origination fee equal to the sum of $60,000. Such fee shall be non-refundable.
|
2.
|
on the Maturity Date, or on any earlier date on which the Obligations become due and payable in full, an amount equal to (a) four and 25/100 Percent (4.25%) of the "
Exit Fee Base Amount
" (as defined below) less (b) any "
Partial Exit Fee
" (as defined below) previously paid. The "
Exit Fee Base Amount
" means the total aggregate maximum principal amount of all Applicable Commitments for all Credit Facilities specified on the Credit Facility Schedule (without giving effect to any reduction in or elimination of such Applicable Commitments upon the occurrence of a Default or Event of Default), including the principal amounts of all undisbursed tranches.
|
3.
|
on the date of any full or partial prepayment of the Credit Facilities (or, in the case of a mandatory full or partial prepayment under the Credit Agreement, on the date such mandatory prepayment becomes due and payable), an amount equal to four and 25/100 Percent (4.25%) of the principal amount of the Credit Facilities paid or prepaid (or in the case of a mandatory prepayment, required to be paid) on such date (such fee is herein referred to as the "
Partial Exit Fee
").
|
(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 |
(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 |
(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 |
(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. |
Date: August 12, 2016
|
By:
|
/s/ Michael R. Stewart
|
|
|
|
Name: Michael R. Stewart
|
|
|
|
Title: Chief Executive 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 |
(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 |
(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 |
(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. |
Dated: August 12, 2016
|
By:
|
/s/ Christina Allgeier
|
|
Christina Allgeier
|
|||
Chief Financial Officer
|
|
1.
|
The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, 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
|
|
2.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
/s/ Michael R. Stewart
|
|
|
|
|
|
Name: Michael R. Stewart
|
|
|
|
|
Title: Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Christina Allgeier
|
|
|
|
|
|
Name: Christina Allgeier
|
|
|
|
|
Title: Chief Financial Officer
|
|
(1)
|
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.
|