Quarterly Report (10-q)

Date : 11/14/2018 @ 2:56PM
Source : Edgar (US Regulatory)
Stock : Strata Skin Sciences Inc (SSKN)
Quote : 2.0  0.095 (4.99%) @ 11:07PM

Quarterly Report (10-q)



 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.   20549

FORM 10 - Q

           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission File Number 0-51481


STRATA SKIN SCIENCES, INC.
(Exact name of registrant as specified in its charter)

 
Delaware
(State or other jurisdiction
of incorporation or organization)
 
13-3986004
(I.R.S.  Employer
Identification No.)
 

100 Lakeside Drive, Suite 100, Horsham, Pennsylvania 19044
(Address of principal executive offices, including zip code)

(215) 619-3200
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.
Yes   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer
 
Accelerated filer
 
 
 
Non-accelerated filer
 
Smaller reporting company
 
 
 
Emerging growth company
     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes   No

The number of shares outstanding of the issuer's common stock as of November 13, 2018 was 29,943,086 shares.

1


STRATA SKIN SCIENCES, INC.

TABLE OF CONTENTS

Part I. Financial Information:
PAGE
       
 
ITEM 1.  Financial Statements:
 
 
a.
3
       
 
b.
4
       
 
c.
5
       
 
d.
6
       
 
e.
7
       
 
f.
8
       
 
27
       
 
36
       
 
36
       
 
       
 
37
       
 
37
       
 
37
       
 
37
       
 
37
       
 
37
       
 
37
       
   
38
       
   
E-31.1
2


PART I – Financial Information

ITEM 1.  Financial Statements

STRATA SKIN SCIENCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(unaudited)
       
   
September 30, 2018
   
December 31, 2017
 
ASSETS
 
 
       
Current assets:
           
Cash and cash equivalents
 
$
15,888
   
$
4,069
 
Accounts receivable, net of allowance for doubtful accounts of $176 and $172, respectively
   
2,728
     
3,141
 
Inventories
   
2,488
     
3,009
 
Prepaid expenses and other current assets
   
670
     
533
 
Total current assets
   
21,774
     
10,752
 
                 
Property and equipment, net
   
5,698
     
7,703
 
Intangible assets, net
   
9,867
     
11,325
 
Goodwill
   
8,803
     
8,803
 
Other assets
   
48
     
48
 
Total assets
 
$
46,190
   
$
38,631
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Note payable
 
$
-
   
$
357
 
Current portion of long-term debt
   
-
     
2,387
 
Accounts payable
   
1,663
     
2,277
 
Other accrued liabilities
   
2,697
     
2,360
 
Warrant liability
   
104
     
-
 
Deferred revenues
   
327
     
291
 
Total current liabilities
   
4,791
     
7,672
 
                 
Long-term liabilities:
               
Long-term debt, net
   
7,362
     
7,853
 
Deferred tax liability
   
392
     
414
 
Warrant liability
   
-
     
3
 
Other liabilities
   
268
     
444
 
Total liabilities
   
12,813
     
16,386
 
                 
Commitments and contingencies (Note 16)
               
                 
Stockholders' equity:
               
Series C Convertible Preferred Stock, $.10 par value, 10,000,000 shares authorized; 9,968 and 36,182 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively
   
1
     
4
 
Common Stock, $.001 par value, 150,000,000 shares authorized; 29,943,086 and 4,304,425 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively
   
30
     
4
 
Additional paid-in capital
   
266,854
     
251,643
 
Accumulated deficit
   
(233,508
)
   
(229,406
)
Total stockholders' equity
   
33,377
     
22,245
 
Total liabilities and stockholders' equity
 
$
46,190
   
$
38,631
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3


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

   
For the Three Months Ended
September 30,
 
   
2018
   
2017
 
             
Revenues (Note 3)
 
$
7,892
   
$
7,285
 
                 
Cost of revenues
   
3,049
     
3,276
 
                 
Gross profit
   
4,843
     
4,009
 
 
               
Operating expenses:
               
Engineering and product development
   
224
     
411
 
Selling and marketing
   
2,487
     
2,492
 
General and administrative
   
2,184
     
1,678
 
 
   
4,895
     
4,581
 
                 
Operating loss before other expense, net
   
(52
)
   
(572
)
 
               
Other income (expense), net:
               
Interest expense, net
   
(239
)
   
(1,343
)
Change in fair value of warranty liability
   
(79
)
   
81
 
Loss on extinguishment of debentures
   
-
     
(11,799
)
     
(318
)
   
(13,061
)
                 
Loss before income taxes
   
(370
)
   
(13,633
)
                 
Income tax benefit (expense)
   
80
     
(38
)
                 
Net loss
 
$
(290
)
 
$
(13,671
)
                 
Net loss per common share - basic and diluted
 
$
(0.01
)
 
$
(3.32
)
                 
Shares used in computing net loss per basic and diluted common share
   
29,912,827
     
2,477,743
 
                 
Net loss per Preferred C share - basic and diluted
 
$
(3.23
)
 
$
(1,235.43
)
                 
Shares used in computing net loss per basic and diluted Preferred C share
   
10,049
     
4,400
 
                 







The accompanying notes are an integral part of these condensed consolidated financial statements.
4




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


   
For the Nine Months Ended
September 30,
 
   
2018
   
2017
 
             
Revenues (Note 3)
 
$
21,892
   
$
22,852
 
                 
Cost of revenues
   
9,842
     
9,182
 
                 
Gross profit
   
12,050
     
13,670
 
 
               
Operating expenses:
               
Engineering and product development
   
831
     
1,309
 
Selling and marketing
   
7,737
     
8,312
 
General and administrative
   
6,319
     
4,999
 
 
   
14,887
     
14,620
 
                 
Operating loss before other expense, net
   
(2,837
)
   
(950
)
 
               
Other expense, net:
               
Interest expense, net
   
(930
)
   
(4,264
)
Change in fair value of warrant liability
   
(101
)
   
77
 
Other income, net
   
-
     
6
 
Loss on extinguishment of debentures
   
-
     
(11,799
)
     
(1,031
)
   
(15,980
)
                 
Loss before income taxes
   
(3,868
)
   
(16,930
)
                 
Income tax expense
   
-
     
(181
)
                 
Net loss
 
$
(3,868
)
 
$
(17,111
)
                 
Net loss per common share – basic and diluted:
 
$
(0.15
)
 
$
(5.94
)
                 
Shares used in computing net loss per basic and diluted share:
   
16,099,752
     
2,328,274
 
                 
Net loss per Preferred C share – basic and diluted:
 
$
(57.58
)
 
$
(2,208.96
)
                 
Shares used in computing net loss per basic and diluted Preferred C share
   
23,872
     
1,483
 





The accompanying notes are an integral part of these condensed consolidated financial statements.
5






STRATA SKIN SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018
(In thousands, except share and per share amounts )
(unaudited)
                               
                               
   
Series C Convertible
Preferred Stock
   
Common Stock
   
Additional
Paid-In
   
Accumulated
       
   
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
   
-
     
-
     
-
     
-
     
570
     
-
     
570
 
Conversion of convertible preferred stock into common stock
   
(26,214
)
   
(3
)
   
9,744,916
     
10
     
(7
)
   
-
     
-
 
Sale of common stock, net of expenses of $2,336
   
-
     
-
     
15,893,745
     
16
     
14,648
     
-
     
14,664
 
Net loss for the nine months ended September 30, 2018
   
-
     
-
     
-
     
-
     
-
     
(3,868
)
   
(3,868
)
BALANCE, SEPTEMBER 30, 2018
   
9,968
   
$
1
     
29,943,086
   
$
30
   
$
266,854
   
$
(233,508
)
 
$
33,377
 

























The accompanying notes are an integral part of these condensed consolidated financial statements.
6


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

   
For the Nine Months Ended
September 30,
 
   
2018
   
2017
 
Cash Flows From Operating Activities:
           
Net loss
 
$
(3,868
)
 
$
(17,111
)
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization
   
3,993
     
4,811
 
Provision for doubtful accounts
   
53
     
58
 
Loss on disposal of property and equipment
   
503
     
-
 
Gain on cancelation of distributor rights agreement
   
-
     
(40
)
Net impairment of intangible asset and liability
   
(11
)
   
23
 
Stock-based compensation
   
570
     
136
 
Deferred tax provision
   
(22
)
   
180
 
Amortization of debt discount
   
44
     
2,344
 
Amortization of deferred financing costs
   
79
     
171
 
Loss on extinguishment of debt
   
-
     
11,799
 
Change in fair value of warrant liability
   
101
     
(77
)
Changes in operating assets and liabilities:
               
Accounts receivable
   
361
     
130
 
Inventories
   
521
     
(716
)
Prepaid expenses and other assets
   
(137
)
   
406
 
Accounts payable
   
(614
)
   
71
 
Other accrued liabilities
   
423
     
(162
)
Other liabilities
   
(3
)
   
108
 
Deferred revenues
   
(198
)
   
115
 
Net cash provided by operating activities
   
1,795
     
2,246
 
                 
Cash Flows From Investing Activities:
               
Lasers placed-in-service
   
(1,254
)
   
(1,450
)
Purchases of property and equipment, net
   
(6
)
   
(321
)
Payments on distributor rights liability
   
(23
)
   
(115
)
Net cash used in investing activities
   
(1,283
)
   
(1,886
)
                 
Cash Flows From Financing Activities:
               
Proceeds from issuance of common stock
   
14,664
     
-
 
Repayments of long-term debt
   
(3,000
)
   
(857
)
Payments on notes payable
   
(357
)
   
(304
)
Net cash provided by (used in) financing activities
   
11,307
     
(1,161
)
                 
Net increase (decrease) in cash and cash equivalents
   
11,819
     
(801
)
Cash and cash equivalents, beginning of period
   
4,069
     
3,928
 
                 
Cash and cash equivalents, end of period
 
$
15,888
   
$
3,127
 
                 
Supplemental information:
               
Cash paid for interest
 
$
808
   
$
1,934
 
                 
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
 
$
-
   
$
286
 
Issuance of convertible preferred stock in exchange for convertible debentures
   
-
     
25,910
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)
 
Note 1
The Company:
Background
STRATA Skin Sciences is a medical technology company in Dermatology and Plastic Surgery dedicated to developing, commercializing and marketing innovative products for the treatment of dermatologic conditions. Its products include the XTRAC® excimer laser and VTRAC® lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; and the STRATAPEN® MicroSystem, marketed specifically for the intended use of micropigmentation.
The XTRAC is an ultraviolet light excimer laser system utilized to treat psoriasis, vitiligo and other skin diseases. The XTRAC received clearance from the United States Food and Drug Administration (the "FDA") in 2000. As of September 30, 2018, there were 746 XTRAC systems placed in dermatologists' offices in the United States under the Company's recurring revenue business model. The XTRAC systems deployed under the recurring revenue model generate revenue on a per procedure basis or include a fixed payment over an agreed upon period with a capped number of treatments, which if exceeded would incur additional fees. The per-procedure charge is inclusive of the use of the system and the services provided by the Company to the customer which includes system maintenance, and other services. The VTRAC Excimer Lamp system, offered in addition to the XTRAC system internationally, provides targeted therapeutic efficacy demonstrated by excimer technology with a lamp system.
During 2017, the Company entered into an agreement to license the Nordlys product line from Ellipse A/S. In 2018, the Company determined we would no longer market the line. In June, following the financing, the Company wrote down all inventory and fixed assets related to the product line to the net realizable value and recorded an expense of $280 in cost of revenues.
Effective February 1, 2017, the Company entered into an exclusive OEM distribution agreement with Esthetic Education, LLC to be the exclusive marketer and seller of private label versions of the SkinStylus MicroSystem and associated parts under the name of STRATAPEN. This three-year agreement allows for two one-year extensions.
Basis of Presentation :
Accounting Principles
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary in India. All significant intercompany balances and transactions have been eliminated in consolidation. In 2018, there are no operations in the subsidiary in India.
Unaudited Interim Condensed Consolidated Financial Statements
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the condensed consolidated balance sheets, condensed consolidated statements of operations condensed consolidated statements of cash flows and consolidated statement of changes in equity, for the periods presented in accordance with GAAP. The consolidated balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018, or any  other future period. Certain information and footnote disclosures normally included in annual financial statements
8


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017, and other forms filed with the SEC from time to time.
Reclassifications
Certain reclassifications from the prior year presentation have been made to conform to the current year presentation. These reclassifications did not have a material impact on the Company's equity, results of operations or cash flows.
The Company records co-pay reimbursements made to patients receiving laser treatments as a reduction of revenue. For the three and nine months ended September 30, 2017, the Company reclassified such reimbursements in the amount of $195 and $602, respectively, from selling and marketing expenses to reduction in revenues. The Company has determined that this reclassifcation is not material to the condensed consolidated financial statements for the three and nine months ended September 30, 2017.
 
Significant Accounting Policies
The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in our 2017 Form 10-K, and there have been no changes to the Company's significant account policies during the three and nine months ended September 30, 2018, except for the adoption of the new revenue recognition standard as discussed under Adoption of New Accounting Standards later within this Note 1 .
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As of September 30, 2018, the most significant estimates include (1) revenue recognition, (2) allowance for doubtful accounts of accounts receivable, (3) the estimated useful lives of intangible assets and property and equipment, (4) the inputs used in determining the fair value of equity-based awards, (5) the valuation allowance related to deferred tax assets and (6) the fair value of financial instruments, including derivative instruments.
Fair Value Measurements
The Company measures and discloses fair value in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 820, Fair Value Measurements and Disclosures ("ASC Topic 820"). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
 
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.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.
9


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


The fair value of cash and cash equivalents are based on their respective demand value, which are equal to the carrying value. The fair value of derivative warrant liabilities is estimated using option pricing models that are based on the fair value of the Company's common stock as well as assumptions for volatility, remaining expected life, and the risk-free interest rate. The derivative warrant liabilities are the only recurring Level 3 fair value measures and the only asset or liability that is measured at fair value on a recurring basis. The carrying value of all other short-term monetary assets and liabilities is estimated to be approximate to their fair value due to the short-term nature of these instruments. As of September 30, 2018, and December 31, 2017, the Company assessed its long-term debt (including the current portion) and determined that the fair value of total debt approximated its book value due to the market rate on the debt.

Several of the warrants outstanding as of September 30, 2018 and 2017 have non-standard terms as they relate to a fundamental transaction and require a net-cash settlement upon change in control of the Company. All such warrants are classified as derivatives and are the Company's only recurring fair value measurement. These warrants have been recorded at their fair value using a Black Scholes option pricing model and continue to be recorded at their respective fair value at each subsequent balance sheet date until such terms expire. See Note 10, Warrants, for additional discussion. 
 
Recurring level 3 Activity and Recalculation
The table below provides a reconciliation of the beginning and ending balance for the liability measured at fair value using significant unobservable inputs (Level 3).
Issuance Date
 
December 31, 2017
   
Increase in
Fair Value
   
September 30, 2018
 
                   
10/31/2013
   
2
     
51
     
53
 
2/5/2014
   
1
     
50
     
51
 
   
$
3
   
$
101
   
$
104
 
 
Issuance Date
 
December 31, 2016
   
Decrease in
Fair Value
   
December 31, 2017
 
                   
10/31/2013
   
39
     
(37
)
   
2
 
2/5/2014
   
66
     
(65
)
   
1
 
   
$
105
   
$
(102
)
 
$
3
 

Earnings Per Share
The Company calculates net loss per share in accordance with ASC 260, Earnings per Share . Under ASC 260, basic net loss per common share is calculated by dividing net income by the weighted-average number of common shares outstanding during the reporting period and excludes dilution for potentially dilutive securities. Diluted earnings per share gives effect to dilutive options, warrants and other potential common shares outstanding during the period.
The Company's Series C Preferred Shares are subordinate to all other securities at the same subordination level as common stock and they participate in all dividends and distributions declared or paid with respect to common stock of the Company, on an as-converted basis. Therefore, the Series C Preferred Shares meet the definition of common stock under ASC 260. Earnings per share is presented for each class of security meeting the definition of common stock. The net loss is allocated to each class of security meeting the definition of common stock based on their contractual terms.
The following table presents the calculation of basic and diluted net loss per share by each class of security for the three and nine months ended September 30, 2018:
10


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


   
Three Months Ended
September 30, 2018
   
Nine Months Ended
September 30, 2018
 
   
Common Stock
   
Series C Preferred Stock
   
Common Stock
   
Series C Preferred Stock
 
                         
Net loss
 
$
(257
)
 
$
(33
)
 
$
(2,493
)
 
$
(1,375
)
                                 
Weighted average number of shares outstanding during the period
   
29,912,827
     
10,049
     
16,099,752
     
23,872
 
                                 
Basic and Diluted net loss per share
 
$
(0.01
)
 
$
(3.23
)
 
$
(0.15
)
 
$
(57.58
)

The following table presents the calculation of basic and diluted net loss per share by each class of security for the three and nine months ended September 30, 2017:

   
For the Three Months Ended
September 30, 2017
   
For the Nine Months Ended
September 30, 2017
 
   
Common stock
   
Series C Preferred stock
   
Common stock
   
Series C Preferred stock
 
                         
Net loss
 
$
(8,235
)
 
$
(5,436
)
 
$
(13,835
)
 
$
(3,276
)
                                 
Weighted average number of shares outstanding during the period
   
2,477,743
     
4,400
     
2,328,274
     
1,483
 
                                 
Basic and Diluted net loss per share
 
$
(3.32
)
 
$
(1,235.43
)
 
$
(5.94
)
 
$
(2,208.96
)

For the three and nine months ended September 30, 2018 and 2017, diluted net loss per common share and Series C Preferred share is equal to the basic net loss per common share and Series C Preferred share, respectively, since all potentially dilutive securities are antidilutive.
The weighted average of potential common stock equivalents outstanding during the nine months ended September 30, 2018 and 2017 consist of common stock equivalents of senior secured convertible debentures, common stock purchase warrants, convertible preferred stock, restricted stock units and common stock options, which are summarized as follows:

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Common stock equivalents of convertible debentures
 
-
 
7,546,299
 
 
8,191,777
Common stock purchase warrants
 
2,392,760
 
2,406,625
 
2,398,651
 
2,406,625
Common stock equivalents of convertible Preferred B stock
 
-
 
228,336
 
-
 
343,261
Common stock equivalents of convertible Preferred C stock
 
3,777,033
 
-
 
8,874,092
 
-
Restricted stock units
 
140,097
 
-
 
58,717
 
-
Common stock options
 
4,371,764
 
855,389
 
2,786,400
 
873,554
Total
 
10,681,654
 
11,036,649
 
14,117,860
 
11,815,217
11


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


Adoption of New Accounting Standards
Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) using the modified retrospective method with a cumulative adjustment that increased its accumulated deficit and deferred revenue by approximately $234 as of January 1, 2018. The cumulative adjustment was related to the promise to provide service type contracts related to sales of dermatology procedures equipment for all outstanding contracts, outstanding as of January 1, 2018. A portion of the transaction price of equipment sold with these service type warranties is allocated to such warranties based on their stand-alone selling price, and the Company now recognizes revenue from these service type warranties ratably over the warranty term. The method used to estimate stand-alone selling price is the price observed in transactions where the customer is charged a discrete price for the extended warranty.
Other than the above change related to warranties, the adoption of this standard did not have a material impact on the Company's results of operations for the three and nine months ended September 30, 2018. The impact from adopting this standard on the Company's statement of operations for the three and nine months ended September 30, 2018 is as follows:
   
For the Three Months Ended September 30, 2018
 
Statement of Operations
 
As Reported
   
Balances Without
Adoption of
ASC 606
   
Effect of
Adoption
Higher / (Lower)
 
                   
Revenues
 
$
7,892
   
$
7,946
   
$
(54
)

   
For the Nine Months Ended September 30, 2018
 
Statement of Operations
 
As Reported
   
Balances Without
Adoption of
ASC 606
   
Effect of
Adoption
Higher / (Lower)
 
                   
Revenues
 
$
21,892
   
$
22,006
   
$
(114
)

See Note 3 for additional information.

Recently Issued Accounting Standards
In July 2017, the FASB issued a two-part ASU 2017-11, "(Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception." For public business entities, the amendments in Part 1 of ASU 2017-11 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. The amendments in Part 2 of ASU 2017-11 do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact of this guidance on the Company's condensed consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance eliminated Step 2 from the goodwill impairment test which was required in computing the implied fair value of goodwill. Instead, under the new amendments, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. If applicable, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The amendments in this guidance are effective for public business entities for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted after January 1, 2017. As the Company has not identified a goodwill impairment loss, currently this guidance does not have an impact on the Company's condensed consolidated financial statements.
12


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


In February 2016, the FASB issued ASU 2016-02: Leases (Topic 842, as amended). The guidance introduces a lessee model that results in most leases impacting the balance sheet. Under ASU 2016-02, lessees will be required to recognize, for all leases with terms longer than 12 months, at the commencement date of the lease, a lease liability, which is a lessee's obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee's right to use or control the use of a specified asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Also, the new standard aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB's new revenue recognition model. The update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While we continue to evaluate the effect of adopting this guidance on our condensed consolidated financial statements and related disclosures, including the use of optional practical expedients, we expect our operating leases will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. Regarding the Company's revenue from short-term leases, we do not expect the new standard to have a material impact on our condensed consolidated financial statements.
In June 2018, the FASB issued ASU No. 2018-07, "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," with the objective of simplifying several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The provisions of this update are effective for fiscal years beginning after December 15, 2018. Although we are evaluating the impact of adopting ASU No. 2018-07 on our financial position, results of operations and cash flows, we currently do not expect a material effect upon adoption because we do not have any nonemployee share-based payment transactions.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance improves and clarifies the fair value measurement disclosure requirement of ASC 820. The new disclosure requirements include the changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurement held at the end of reporting period and the explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU 2018-13 also include eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019 with early adoption permitted, including in an interim period for which financial statements have not been issued or made available for issuance. The Company has evaluated the impact of early adoption of this ASU and determined that it will have no significant impact on its condensed consolidated financial statements.

Note 2
Equity Financing and Liquidity

Equity Financing
On March 30, 2018, the Company entered into multiple agreements in order to obtain $17,000 of equity financing (the "Financing") from the following sources:

On March 30, 2018 the Company 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 its common stock.
In connection with the Accelmed investment, the Company entered into two separate stock purchase agreements, each for approximately $1,000 with its then current shareholders, Broadfin Capital ("Broadfin") and Sabby Management ("Sabby"). Upon closing of these transactions, each of Sabby and Broadfin received 925,926 shares of the Company's common stock at a price per share of $1.08.
13


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


Two separate subscription agreements were also executed on in connection with the Accelmed investment: (i) a subscription agreement with Gohan Investments, Ltd. for $1,000 to purchase 925,926 shares of the Company's 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 the Company's common stock at $1.08 per share.

The Company incurred $2,336 of costs related to the equity financing during the nine months ended September 30, 2018, which have been offset against the proceeds in the accompanying financial statements. These costs included reimbursing Accelmed $500 for legal fees, consulting, due diligence and administrative costs related to the stock purchase agreement. In addition, the Company incurred placement agent fees in the amount of $1,359, among other costs directly related to the financing.
In further consideration of entering into their respective stock purchase agreements, Sabby and Broadfin have each entered into separate agreements restricting their abilities to sell their holdings (the "Leak-Out Agreements"). Under the terms of each of the respective Leak-Out Agreements, the stockholder has agreed that from the later of (a) the date that the approval by the shareholders of the transactions is deemed effective and (b) the closing of the transactions contemplated pursuant to the SPA, the stockholder shall not sell dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) any shares of Common Stock of the Company held by the Stockholder on the date hereof or issuable to the Stockholder upon conversion of shares of the Company's Preferred Stock held by the Stockholder on the date hereof, (a) if prior to April 1, 2019, at a price per Company Share less than $1.296, subject to adjustment for reverse and forward stock splits and the like, or (b) thereafter, at a price per share reflecting less than the price set forth on the schedule in the Leak-Out Agreements subject to adjustment for reverse and forward stock splits and the like, unless, (1) in the case of either clauses (a) or (b), otherwise approved by the Company's Board of Directors, (2) in the case of clause (b), under a shelf prospectus or such other controlled offering as may be agreed to by the Principal Stockholders (as defined in the Stock Purchase Agreement) or (3) in the case of either clauses (a) or (b), in a sale pursuant to which any other stockholder(s) of the Company are offered the same terms of sale, including in a merger, consolidation, transfer or conversion involving the Company or any of its subsidiaries.
In addition, Sabby and Broadfin delivered to the Company a voting undertaking obligating Sabby and Broadfin to increase their respective "blocker" to 9.99% prior to the record date for the meeting of the shareholders.
On May 23, 2018 the Company held a special meeting of stockholders where the stockholders approved pursuant to Nasdaq Listing Rules 5635(b) and (d), the issuance of an aggregate of 15,740,741 shares of the Company's common stock pursuant to the Financing plus all additional shares that may be issued pursuant to the Retained Risk Provisions, as defined in the purchase agreements.
The investors in the Financing may receive additional shares, in the event of certain contingencies, as described in the Stock Purchase Agreements. At the closing, the Company determined certain contingencies had been met and in July 2018 the Company issued 153,004 shares associated with those contingencies. There are additional contingencies included in the SPA's that the Company has determined are not probable or estimable at this time.
In connection with the Agreements, we entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investors to prepare and file with the SEC a registration statement covering the shares of common stock issued in the Financing. The Company filed a registration statement on Form S-3 which became effective on September 24, 2018.

Liquidity
We have experienced recurring operating losses and prior to 2017 negative cash flow from operations. Historically, we have been dependent on raising capital from the sale of securities in order to continue to operate and to meet our obligations in the ordinary course of business. We believe that our cash as of September 30, 2018, combined with the anticipated revenues from the rental or sale of our products and the investment discussed above, will be
14


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


sufficient to satisfy our working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with our existing operations through the next 12 months following the filing of this Form 10-Q. In the Company's debt modification with MidCap, MidCap reduced the restrictive covenants. However, if we fail to meet the monthly revenue covenants per the MidCap loan agreement, we may be declared in breach of the credit facility agreement and MidCap will have the option to call the loan balance, for which the Company currently has sufficient funds to repay.

Note 3
Revenue:

In the Dermatology Recurring Procedures Segment the Company has two types of arrangements for its phototherapy treatment equipment as follows: (i) the Company places its lasers in a physician's office at no charge to the physician, and generally charges the physician a fee for an agreed upon number of treatments; or (ii) the Company places its lasers in a physician's office and charges the physician a fixed fee for a specified period of time not to exceed an agreed upon number of treatments; if number is exceeded additional fees will have to be paid.

For the purposes of U.S. GAAP only, these two types of arrangements are treated as short term operating leases, and thus are outside the scope of ASC 606 and are accounted for in accordance with ASC 840, Leases. While these are not operating leases contractually, these are viewed as operating leases for accounting purposes since in these arrangements the Company provides the customers the rights to use the treatment equipment and the customers control physical access to the treatment equipment while controlling the utility and output of such equipment during the term of the arrangement. For the first type of arrangement, fees are recognized as revenue over the contract term, which equates to the usage period of the agreed upon number of treatments, as the treatments are being used. For the second type of arrangement fees are recognized as revenue ratably on a straight-line basis over the term period specified in the agreement. Contingent amounts that are due only if the customer exceeds the agreed upon number of treatments are recognized as revenue only once such treatments are exceeded and used. Prepaid amounts under the agreements are recorded in deferred revenue and recognized as revenue over the lease term in the patterns described above. Under both methods pricing is fixed with the customers.

The fee charged is inclusive of the use of the system and the services provided by the Company to the customer, which include system maintenance, and other services. The Company considers the other service and support elements in the contract to be perfunctory and inconsequential.

In the Dermatology Procedures Equipment segment the Company sells its products internationally through a distributor, and domestically directly to a physician. For the product sales, the Company fulfills its performance obligations and recognizes revenues when control of the promised products is transferred to the Company's customers. To indicate the transfer of control, the Company must have a present right to payment and legal title must have passed to the customer. The Company ships most of its products FOB shipping point, and as such, the Company primarily transfers control and records revenue upon shipment. From time to time the Company will grant certain customers, for example governmental customers, FOB destination terms, and the transfer of control for revenue recognition occurs upon receipt.

Remaining performance obligations related to ASC 606 represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining performance obligations include the potential obligation to perform under extended warranties, but excludes any equipment accounted for as leases. As of September 30, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations was $313, and the Company expects to recognize $137 of the remaining performance obligations over the subsequent twelve months and the remainder thereafter. Contract assets primarily relate to the Company's rights to consideration for work completed in relation to its services performed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Currently, the Company does not have any contract assets which have not transferred to a receivable. Contract liabilities primarily relate to extended warranties where we have received payments, but we have not yet satisfied the related performance obligations. The advance consideration received from customers for the services is a contract liability until services are provided to the customer.
15


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)

 
The $82 of short-term contract liabilities is presented as deferred revenues on the September 30, 2018 Condensed Consolidated Balance Sheet, and the $231 of long-term contract liabilities is presented within Other Liabilities. For the three and nine months ended September 30, 2018, $14 and $35, respectively, was recognized as revenue from amounts classified as contract liabilities (i.e. deferred revenues) as of January 1, 2018.
 
With respect to contract acquisition costs, as the agreements with customers can be cancelled by either party with a 60-day notice, the Company applied the practical expedient and expenses these costs immediately.  This practical expedient is applied for all contracts.
 
The following table presents the Company's revenue disaggregated by geographical region for the three and nine months ended September 30, 2018. The revenue for the three and nine months ended September 30, 2017 have not been adjusted for the adoption of ASC 606. Domestic refers to revenue from customers based in the United States, and substantially all foreign revenue is derived from dermatology procedures equipment sales to the Company's international master distributor for physicians based primarily in Asia.
 
   
Three Months Ended September 30, 2018
 
   
Dermatology Recurring Procedures
   
Dermatology Procedures Equipment
   
TOTAL
 
Domestic
 
$
5,556
   
$
366
   
$
5,922
 
Foreign
   
-
   
$
1,970
     
1,970
 
Total
 
$
5,556
   
$
2,366
   
$
7,892
 
                         


   
Nine Months Ended September 30, 2018
 
   
Dermatology Recurring Procedures
   
Dermatology Procedures Equipment
   
TOTAL
 
Domestic
 
$
15,221
   
$
1,337
   
$
16,558
 
Foreign
   
-
   
$
5,334
     
5,334
 
Total
 
$
15,221
   
$
6,671
   
$
21,892
 
                         


   
Three Months Ended September 30, 2017
 
   
Dermatology Recurring Procedures
   
Dermatology Procedures Equipment
   
TOTAL
 
Domestic
 
$
5,525
   
$
617
   
$
6,142
 
Foreign
   
-
   
$
1,143
     
1,143
 
Total
 
$
5,525
   
$
1,760
   
$
7,285
 
                         


   
Nine Months Ended September 30, 2017
 
   
Dermatology Recurring Procedures
   
Dermatology Procedures Equipment
   
TOTAL
 
Domestic
 
$
17,051
   
$
1,959
   
$
19,010
 
Foreign
   
-
   
$
3,842
     
3,842
 
Total
 
$
17,051
   
$
5,801
   
$
22,852
 
       

16


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)
 
The comparability of the periods presented are impacted by the sales of the terminated Nordlys product line. Our overall sales for the three months ended September 30, 2018 and 2017, excluding Nordlys, were $7,835 and $7,165, respectively, and $21,558 and $22,343 for the nine months ended September 30, 2018 and 2017, respectively.
Note 4
Inventories:
   
September 30, 2018
   
December 31, 2017
 
   
 
       
Raw materials and work in progress
 
$
2,391
   
$
2,490
 
Finished goods
   
97
     
519
 
Total inventories
 
$
2,488
   
$
3,009
 
Work-in-process is immaterial, given the Company's typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials.
Note 5
Property and Equipment, net:
   
September 30, 2018
   
December 31, 2017
 
   
 
       
Lasers placed-in-service
 
$
18,352
   
$
17,820
 
Equipment, computer hardware and software
   
185
     
462
 
Furniture and fixtures
   
130
     
124
 
Leasehold improvements
   
31
     
31
 
     
18,698
     
18,437
 
Accumulated depreciation and amortization
   
(13,000
)
   
(10,734
)
Property and equipment, net
 
$
5,698
   
$
7,703
 

Depreciation and related amortization expense was $850 and $1,097 for the three months ended September 30, 2018 and 2017, respectively; and $2,762 and $3,292 for the nine months ended September 30, 2018 and 2017, respectively. XTRAC lasers placed in service are depreciated on a straight-line basis over the estimated useful life of five-years. For other property and equipment depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, primarily three to seven years for computer hardware and software, furniture and fixtures, automobiles and machinery and equipment. Leasehold improvements are amortized over the lesser of the useful lives or lease terms. Useful lives are determined based upon an estimate of either physical or economic obsolescence, or both.
Note 6
Intangible Assets, net:
Set forth below is a detailed listing of definite-lived intangible assets as of September 30, 2018:
   
Balance
   
Accumulated
Amortization
   
Intangible
Assets, net
 
                   
Core technology
 
5,700
   
(1,853
)
 
3,847
 
Product technology
   
1,500
     
(1,150
)
   
350
 
Customer relationships
   
6,900
     
(2,243
)
   
4,657
 
Tradenames
   
1,500
     
(487
)
   
1,013
 
   
$
15,600
   
$
(5,733
)
 
$
9,867
 

17


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


Set forth below is a detailed listing of definite-lived intangible assets as of December 30, 2017:
   
Balance
   
Accumulated
Amortization
   
Intangible
Assets, net
 
                   
Core technology
   
5,700
     
(1,425
)
   
4,275
 
Product technology
   
1,500
     
(1,000
)
   
500
 
Customer relationships
   
6,900
     
(1,725
)
   
5,175
 
Tradenames
   
1,500
     
(375
)
   
1,125
 
Distribution rights
   
286
     
(36
)
   
250
 
   
$
15,886
   
$
(4,561
)
 
$
11,325
 

Related amortization expense was $402 and $505 for the three months ended September 30, 2018 and 2017, respectively and $1,231 and $1,519 for the nine months ended September 30, 2018 and 2017, respectively. During the three and nine months ended September 30, 2017, the Company wrote off core technology of $274 and accumulated amortization of $251 related to the discontinuance of the MelaFind product. The value written off of $23 was recorded in cost of revenues.
Intangible assets consist of core technology, product technology, customer relationships, trademark and distribution rights. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from three to ten years.
During the first quarter of 2018, the Company wrote off distribution rights of $286 and accumulated amortization of $60 related to the discontinuance of the Nordlys product. The net value written off of $226 was recorded in selling and marketing expense. The Company wrote off distribution liabilities of $237 as a result of the termination of the agreement on May 31, 2018. The net value written off of $11 was recorded in selling and marketing expense. (See Note 1)
Estimated amortization expense for the above amortizable intangible assets for future periods is as follows:
Remaining 2018
 
$
402
 
2019
   
1,610
 
2020
   
1,510
 
2021
   
1,410
 
2022
   
1,410
 
Thereafter
   
3,525
 
Total
 
$
9,867
 

Note 7
Other Accrued Liabilities:
   
September 30, 2018
   
December 31, 2017
 
   
 
       
Accrued warranty, current
 
$
146
   
$
109
 
Accrued compensation, including commissions and vacation
   
1,196
     
785
 
Accrued sales and other taxes
   
869
     
904
 
Distributor rights liability, current
   
-
     
85
 
Accrued professional fees and other accrued liabilities
   
486
     
477
 
Total other accrued liabilities
 
$
2,697
   
$
2,360
 

18


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


Included in accrued sales and other taxes are certain estimated sales and use taxes and related penalties and interest currently assessed but not adjudicated by taxing authorities. All the Company's tax positions are subject to audit. The Company has been subject to audits performed by the taxing authorities. The Company uses estimates when accruing its sales and use tax liability, including interest and penalties.  While the Company believes all its estimates and assumptions are reasonable and will be sustained upon audit, actual liabilities and credits may differ significantly. The Company believes its accruals cover all probable payments relating to sales and use taxes.

Accrued Warranty Costs
The Company offers a standard warranty on product sales generally for a one to two-year period, however, the Company has offered longer warranty periods, ranging from three to four years, in order to meet competition or meet customer demands. The Company provides for the estimated cost of the future warranty claims on the date the product is sold. Total accrued warranty is included in Other Accrued Liabilities and Other liabilities on the condensed consolitated balance sheet. The activity in the warranty accrual during the nine months ended September 30, 2018 and 2017 is summarized as follows:

   
September 30,
2018
   
December 31,
2017
 
   
 
   
 
 
Balance at beginning of period
 
$
178
   
$
115
 
Additions charged to warranty expense
   
91
     
161
 
Expiring warranties/claimed satisfied
   
(19
)
   
(98
)
Balance at end of period
 
$
250
   
$
178
 

Note 8
Long-term Debt:
   
September 30, 2018
   
December 31, 2017
 
   
 
       
Term note, net of debt discount of $117 and $160, respectively; and deferred financing cost of $92 and $171, respectively
 
$
7,362
   
$
10,240
 
Less: current portion
   
-
     
(2,387
)
Total long-term debt
 
$
7,362
   
$
7,853
 
Term-Note Credit Facility
On December 30, 2015, the Company entered into a $12,000 credit facility pursuant to a Credit and Security Agreement (the "Credit Agreement") and related financing documents with MidCap Financial Trust ("MidCap") and the lenders listed therein. Under the Credit Agreement, the credit facility may be drawn down in two tranches, the first of which was drawn for $10,500 on December 30, 2015. The proceeds of this first tranche were used to repay $10,000 principal amount of short-term senior secured promissory notes, plus associated interest, loan fees and expenses. The second tranche was drawn for $1,500 on January 29, 2016. The maturity date of the credit facility is December 1, 2020. The Company's obligations under the credit facility are secured by a first priority lien on all the Company's assets. This credit facility includes both financial and non-financial covenants, including a minimum net revenue covenant. On November 10, 2017, the minimum net revenue covenant was amended prospectively. Additionally, on November 10, 2017, the Company entered into an amendment to modify the principal payments including a period of nine months where there are no principal payments due.
On March 26, 2018 the Company entered into a Third Amendment to the Credit Agreement with MidCap. For the period beginning on the closing date of the loan and ending on January 31, 2018, the gross revenue in accordance with GAAP for the twelve-month period ending on the last day of the most recently completed calendar month was amended to be less than the minimum amount on the Covenant Schedule, as defined in the Credit Agreement. This amendment waived the event of default related to the revenue covenant for the period ending February 2018. This amendment also amended the monthly net revenue covenant for March and April 2018.
19


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)

On May 29, 2018, the Company entered into a Fourth Amendment to Credit Agreement (the "Amendment"), pursuant to which the Company repaid $3,000 in principal of the existing $10,600 credit facility established with MidCap in 2015. The terms of the credit facility have been amended to impose less restrictive covenants and lower prepayment and exit fees for the Company. The Amendment modified the principal payments including a period of 18 months where there are no principal payments due. The interest rate on the credit facility is one-month LIBOR plus 7.25%. Principal payments begin December 2019. Principal and interest payments beginning December 2019 are $252. The Company was in compliance with all covenants as of September 30, 2018.
These amendments have been accounted for as debt modifications as the present value of the cash flows changed by less than 10%.
The following table summarizes the future payments that the Company is obligated to make for the long-term debt for the future periods:
Remaining in 2018
 
$
-
 
2019
   
252
 
2020
   
3,029
 
2021
   
3,029
 
2022
   
1,261
 
   
$
7,571
 
Note 9
Convertible Debentures:
The Company issued $32,500 aggregate principal amount of Debentures (the "June 2015 Debentures") that, subject to certain ownership limitations and stockholder approval conditions, was convertible into 8,666,668 shares of Company common stock at an initial conversion price of $3.75 per share. The June 2015 Debentures were bearing interest at the rate of 2.25% per year, and, unless previously converted, were to mature on the five-year anniversary of the date of issuance, June 22, 2020.
The June 2015 Debentures included a beneficial conversion feature valued at $27,300 that was recorded as a discount to the debentures. On the date of issuance, the beneficial conversion feature value was calculated as the difference resulting from subtracting the conversion price of $3.75 from $6.90, the opening market value of the Company's common stock following the announcement of the transaction, multiplied by the number of common shares into which the June 2015 Debentures were convertible. This discount was being amortized over the five-year life of the June 2015 Debentures using the effective interest method. The embedded conversion feature contained an anti-dilution provision that allowed for downward exercise price adjustments in certain situations. The embedded conversion feature was not bifurcated as it did not meet all the elements of a derivative.
On July 21, 2014, the Company entered into a definitive Securities Purchase Agreement (the "Purchase Agreement") with institutional investors (the "Investors") providing for the issuance of Senior Secured Convertible Debentures in the aggregate principal amount of $15,000, due, subject to the terms therein, in July 2019 (the "July 2014 Debentures"), and warrants (the "July 2014 Series A Warrants") to purchase up to an aggregate of 1,239,769 shares of common stock, $0.001 par value per share, at an exercise price of $12.25 per share expiring in July 2019. The July 2014 Debentures were bearing interest at an annual rate of 4%, payable quarterly or upon conversion into shares of common stock. The Debentures were convertible at any time into an aggregate of 1,169,595 shares of common stock at an initial conversion price of $12.825 per share. The Company's obligations under the July 2014 Debentures was secured by a first priority lien on all the Company's intellectual property pursuant to the terms of a security agreement ("Security Agreement") dated July 21, 2014 among the Company and the Investors. In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors pursuant to which the Company was obligated to file a registration statement to register for resale the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, see Note 10, Warrants , and upon exercise of the Warrants. Under the terms of the Registration Rights Agreement, the Company filed a registration statement on August 19, 2014, which was declared effective by the SEC on October 20, 2014 (File No. 333-198249).
20


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


For financial reporting purposes, out of the $15,000 funded by the Investors on July 21, 2014 $5,296 was allocated first to the Warrants issued, then $4,565 to the intrinsic value of the beneficial conversion feature on the July 2014 Debentures. The balance was further reduced by the fair value of warrants issued to the placement agent for services rendered of $491, resulting in an initial carrying value of the Debentures of $4,647. The initial debt discount on the July 2014 Debentures totaled $10,353 and was being amortized using the effective interest method over the five-year life of the July 2014 Debentures.
During the nine months ended September 30, 2017, the investors converted debentures amounting to $262 into 70,000 shares of common stock for the June 2015 note. The debt discount and deferred financing cost adjustment resulting from the conversions increased interest expense by $197 for the nine months ended September 30, 2017.
As a condition of the new note facility, see Note 8 , Long-term Debt , each of the June 2015 Debentures and the July 2014 Debentures collectively the "Debentures" were amended. The Debentures holders' first priority lien was subordinated to the new term note facility. Additionally, as a condition of the term note facility, the maturity date of both Debentures was extended to June 30, 2021 and treated as a modification.
On June 6, 2017, the Company entered into a Securities Exchange Agreement (the "Agreement") with the holders of its 2.25% Senior Series A Secured Convertible Debentures due June 30, 2021 and 4% Senior Secured Convertible Debentures due July 30, 2021, pursuant to which the holders have agreed to exchange all such outstanding debentures into shares of newly created Series C Convertible Preferred Stock. The elimination of the senior secured debt also eliminated the Company's obligation to pay approximately $4,000 of interest payments over the next four years. The stockholders approved the exchange at the stockholders' meeting held on September 14, 2017. The closing of the exchange was effective on September 20, 2017 and $40,465 principal was exchanged for 40,482 shares of Series C Preferred Stock. In accordance with ASC Topic 470, Debt, the aforementioned exchange was treated as an extinguishment of debt. As there was no intrinsic value for the conversion feature on the date of extinguishment, none of the proceeds were allocated to the extinguishment of the beneficial conversion feature. As such, the difference between the fair value of the convertible preferred stock issued (determined based on the market value of the underlying common stock) and the net carrying value of the Debentures (adjusted for unamortized premium discount), of $11,799 was recognized as a loss on extinguishment of Debentures.
Other than the limitations on conversions to keep each such holder's beneficial ownership below 9.99%, the terms of the Series C Convertible Preferred Stock generally bestow the same rights to each holder as such holder would receive if they are common stock shareholder and are not redeemable by the holders, except the Series C Convertible Preferred Stock shares do not have voting rights. The Series C Convertible Preferred Stock have the same level of subordination as common stock. Each share of Series C Convertible Preferred Stock has a stated value of $1,000 and is convertible into 372 shares of common stock (at a conversion price equal to $2.69) for a total of approximately 15,049,000 shares of common stock.
The total outstanding Debentures was exchanged for convertible Preferred C stock on September 20, 2017, thus there was no remaining outstanding balance as of September 30, 2018 or December 31, 2017.
Total interest expense related to the Debentures was $961 and $3,116 for the three and nine months ended September 30, 2017, respectively.
Note 10
Warrants:
The Company accounts for warrants that require net cash settlement upon change of control of the Company as liabilities instead of equity. Currently there are warrants to purchase 403,090 shares of common stock with an exercise price of $3.75 per share and they expire between February 5, 2019 and April 30, 2019. The fair value of these derivatives was $104 and $3 as of September 30, 2018 and December 31, 2017, respectively. The change in fair value of these derivatives was recorded as $79 of other expense and $81 of other income for the three months ended September 30, 2018 and 2017, and $101 and $77 in other expense for the nine months ended September 30, 2018 and 2017 respectively.
21


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


Outstanding common stock warrants at September 30, 2018 consist of the following:
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
         
*These warrants are classified as liabilities.
Note 11
Stock-based Compensation:
At September 30, 2018, the Company had options to purchase 4,342,765 shares of common stock outstanding with a weighted-average exercise price of $2.02. As of September 30, 2018, options to purchase 785,461 shares are vested and exercisable.
On March 30, 2018, the Company issued options to purchase 1,557,628 shares of common stock to its then Interim Chief Executive Officer with a strike price of $1.12 per share. The options vest over three years and expire ten years from the date of grant. The aggregate fair value of the options granted was $950.
On May 23, 2018, the Company issued options to purchase 1,413,249 shares of common stock to its Chief Executive Officer with a strike price of $1.66 per share. The options vest over three years and expire ten years from the date of grant. The aggregate fair value of the options granted was $1,237.
There were additional grants made to management during the quarter ended June 30, 2018 totaling 800,000 at strike prices ranging from $1.66 to $1.93. The options vest over three years and expire ten years from the date of grant. The aggregate fair value of the options granted was $801.
In connection with the closing of the Financing, there were changes to the board of directors and the Company issued initial grants to new members as well as grants to all members as compensation. In total, the Company granted 140,097 restricted stock units to the board members at a strike price of $2.07. The restricted stock units vest quarterly over twelve months and expire ten years from the date of grant. The aggregate fair value of the restricted stock units granted was $290.
Stock-based compensation expense, which is included in general and administrative expense, for the three and nine months ended September 30, 2018 was $367 and $570, respectively. For the three and nine months ended September 30, 2017 stock-based compensation was $63 and $136, respectively. As of September 30, 2018, there was $2,854 in unrecognized compensation expense, which will be recognized over a weighted average period of 1.37 years. There are 1,134,521 options available for issuance as of September 30, 2018.
Note 12
Income Taxes:
The Company accounts for income taxes using the asset and liability method for deferred income taxes. The provision for income taxes includes federal, state and local income taxes currently payable and deferred taxes resulting from temporary differences between the financial statement and tax bases of assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
22


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


Income tax benefit of $80 for the three months ended September 30, 2018 and an expense of $38 and $181 for the three and nine months ended September 30, 2017, respectively, was comprised primarily of the change in deferred tax liability related to goodwill. Goodwill is an amortizing asset according to tax regulations.
The Company has experienced certain ownership changes, which under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended, result in annual limitations on the Company's ability to utilize its net operating losses in the future.  Although the Company has not performed a Section 382 study, any limitation of its pre-change net operating loss carryforwards that would result in a reduction of its deferred tax asset would also have an equal and offsetting adjustment to the valuation allowance.
Note 13
Business Segments:
In 2018, the Company organized its business into two operating segments to better align its organization based upon the Company's management structure, products and services offered, markets served and types of customers, as follows: The Dermatology Recurring Procedures segment derives its revenues from the XTRAC procedures performed by dermatologists. The Dermatology Procedures Equipment segment generates revenues from the sale of equipment, such as lasers and lamp products. The Dermatology Imaging segment generated revenues from the sale and usage of imaging devices. The Company announced that it will no longer support the imaging devices effective September 30, 2017 thus there will be minimal, if any, continuing revenues for this segment. This is no longer a reportable segment in 2018. Management reviews financial information presented on an operating segment basis for the purposes of making certain operating decisions and assessing financial performance.
Unallocated operating expenses include costs that are not specific to a particular segment but are general to the group; included are expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees and other similar corporate expenses. Interest expense and other income (expense), net are also not allocated to the operating segments.
The following tables reflect results of operations from our business segments for the periods indicated below:

Three Months Ended September 30, 2018

   
Dermatology
Recurring
Procedures
   
Dermatology
Procedures
Equipment
   
TOTAL
 
Revenues
 
$
5,556
   
$
2,336
   
$
7,892
 
Costs of revenues
   
1,757
     
1,292
     
3,049
 
Gross profit
   
3,799
     
1,044
     
4,843
 
Gross profit %
   
68.4
%
   
44.7
%
   
61.4
%
                         
Allocated operating expenses:
                       
Engineering and product development
   
178
     
46
     
224
 
Selling and marketing
   
2,276
     
211
     
2,487
 
                         
Unallocated operating expenses
   
-
     
-
     
2,184
 
     
2,454
     
257
     
4,895
 
Income (loss) from operations
   
1,345
     
787
     
(52
)
                         
Interest expense, net
   
-
     
-
     
(239
)
Change in fair value of warranty liability
   
-
     
-
     
(79
)
Income (loss) before income taxes
 
$
1,345
   
$
787
   
$
(370
)

23


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


Three Months Ended September 30, 2017

   
Dermatology
Recurring
Procedures
   
Dermatology
Procedures
Equipment
   
Dermatology
Imaging
   
TOTAL
 
Revenues
 
$
5,525
   
$
1,751
   
$
9
   
$
7,285
 
Costs of revenues
   
2,084
     
967
     
225
     
3,276
 
Gross profit
   
3,441
     
784
     
(216
)
   
4,009
 
Gross profit %
   
62.3
%
   
44.8
%
   
(2400.0
%)
   
55.0
%
                                 
Allocated operating expenses:
                               
Engineering and product development
   
348
     
63
     
-
     
411
 
Selling and marketing expenses
   
2,043
     
449
     
-
     
2,492
 
                                 
Unallocated operating expenses
   
-
     
-
     
-
     
1,678
 
     
2,391
     
512
     
-
     
4,581
 
Income (loss) from operations
   
1,050
     
272
     
(216
)
   
(572
)
                                 
Interest expense, net
   
-
     
-
     
-
     
(1,343
)
Change in fair value of warrant liability
   
-
     
-
     
-
     
81
 
Loss on extinguishment of debt
   
-
     
-
     
-
     
(11,799
)
                                 
Income (loss) before income taxes
 
$
1,050
   
$
272
   
$
(216
)
 
$
(13,633
)
                                 

The following tables reflect results of operations from our business segments for the periods indicated below:
Nine Months Ended September 30, 2018

   
Dermatology
Recurring
Procedures
   
Dermatology
Procedures
Equipment
   
TOTAL
 
Revenues
 
$
15,221
   
$
6,671
   
$
21,892
 
Costs of revenues
   
5,587
     
4,255
     
9,842
 
Gross profit
   
9,634
     
2,416
     
12,050
 
Gross profit %
   
63.3
%
   
36.2
%
   
55.0
%
                         
Allocated operating expenses:
                       
Engineering and product development
   
663
     
168
     
831
 
Selling and marketing
   
6,663
     
1,074
     
7,737
 
                         
Unallocated operating expenses
   
-
     
-
     
6,319
 
     
7,326
     
1,242
     
14,887
 
Income (loss) from operations
   
2,308
     
1,174
     
(2,837
)
                         
Interest expense, net
   
-
     
-
     
(930
)
                         
Change in fair value of warrant liability
   
-
     
-
     
(101
)
                         
Income (loss) before income taxes
 
$
2,308
   
$
1,174
   
$
(3,868
)

24


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


Nine Months Ended September 30, 2017

   
Dermatology
Recurring
Procedures
   
Dermatology
Procedures
Equipment
   
Dermatology
Imaging
   
TOTAL
 
Revenues
 
$
17,051
   
$
5,784
   
$
17
   
$
22,852
 
Costs of revenues
   
5,969
     
2,988
     
225
     
9,182
 
Gross profit
   
11,082
     
2,796
     
( 208
)
   
13,670
 
Gross profit %
   
65.0
%
   
48.3
%
   
(1,223.5
%)
   
59.8
%
                                 
Allocated operating expenses:
                               
Engineering and product development
   
1,104
     
204
     
1
     
1,309
 
Selling and marketing expenses
   
7,145
     
1,167
     
-
     
8,312
 
                                 
Unallocated operating expenses
   
-
     
-
     
-
     
4,999
 
     
8,249
     
1,371
     
1
     
14,620
 
Income (loss) from operations
   
2,833
     
1,425
     
(209
)
   
(950
)
                                 
Interest expense, net
   
-
     
-
     
-
     
(4,264
)
Change in fair value of warrant liability
   
-
     
-
     
-
     
77
 
Loss on extinguishment of debt
   
-
     
-
     
-
     
(11,799
)
Other income (expense), net
   
-
     
-
     
-
     
6
 
                                 
Income (loss) before income taxes
 
$
2,833
   
$
1,425
   
$
(209
)
 
$
(16,930
)
                                 
Note 14
Significant Customer Concentration:
For the three and nine months ended September 30, 2018, revenues from sales to the Company's international master distributor (GlobalMed Technologies) were $2,077 and $5,379, or 26 % and 24%, of total revenues for such period, respectively. At September 30, 2018, the accounts receivable balance from GlobalMed Technologies was $356 or 13.0%, of total net accounts receivable.

For the three and nine months ended September 30, 2017, revenues from sales to GlobalMed Technologies were $1,148 and $3,861, or 15.3% and 16.9%, of total revenues for such period, respectively. At September 30, 2017, the accounts receivable balance from GlobalMed Technologies was $418, or 13.1%, of total net accounts receivable.

No other customer represented more than 10% of total company revenues for the three and nine months ended September 30, 2018 and 2017. No other customer represented more than 10% of total accounts receivable as of September 30, 2018 and 2017.

Note 15
Related Parties:
On March 30, 2018, in connection with the Financing, the Company entered into the Broadfin SPA and the Sabby SPA, each for approximately $1,000 with our then current shareholders, Broadfin and Sabby. Upon closing of the Financing, each of Sabby and Broadfin received 925,926 shares of our common stock at a price per share of $1.08. In addition, the Company also entered into a Subscription Agreement with Dr. Dolev Rafaeli, our Chief Executive Officer and Director for $1,000 to purchase 925,926 shares of our common stock at $1.08 per share. See Note 2 for more information on the Financing.
25


STRATA SKIN SCIENCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts and number of lasers)
(unaudited)


On June 22, 2015, the Company entered into a securities purchase agreement with the Purchasers, including certain funds managed by Sabby Management, LLC and Broadfin Capital LLC (existing Company shareholders), in connection with a private placement. The Purchasers were issued Warrants to purchase an aggregate of 0.6 million shares of common stock, having an exercise price of $3.75 per share. We also issued $32.5 million aggregate principal amount of Debentures that, subject to certain ownership limitations and stockholder approval conditions, were convertible into 8,666,668 shares of common stock at an initial conversion price of $3.75 per share. The Debentures were bearing interest at the rate of 2.25% per year, and, unless previously converted, were to mature on the five-year anniversary of the date of issuance. Refer to Note 9 for information on the interest expense relating to the Debentures. On September 30, 2015, the Company repriced outstanding Warrants held by certain investors to reduce the exercise price to $3.75 per share.
On June 6, 2017, the Company entered into a Securities Exchange Agreement (the "Agreement") with the holders of its 2.25% Senior Series A Secured Convertible Debentures due June 30, 2021 and 4% Senior Secured Convertible Debentures due July 30, 2021, pursuant to which the holders have agreed to exchange all of such outstanding debentures into shares of newly created Series C Convertible Preferred Stock. The stockholders approved the exchange at the stockholders' meeting held on September 14, 2017. The closing of the exchange was effective on September 20, 2017 and $40,465 of principal was exchanged for 40,482 shares of Series C Preferred Stock. In accordance with ASC Topic 470, Debt , the aforementioned exchange was treated as an extinguishment of debt.
In 2017, the Company had consulting contracts with two of its directors. The directors were paid $10 per month for their services to provide strategic support, advice and guidance to the Company and its management team in connection with the integration and operation of the expanded business, investor relations and internal and external business development activities. The agreements expired per their terms on June 30, 2017 and December 31, 2017 and no extensions or renewals of the agreements were entered into.
During 2018, the Company had an agreement with the son of a former Board Member for direct to consumer advertising. The Company incurred $13 of expense, over a nine month period, and no longer uses the service.
Note 16
Commitments:
On September 28, 2018, the Company entered into a Sublease Agreement (the "Sublease") with the Luigi Bormioli Corporation ("Bormioli") to sublease approximately 8,513 square feet of space of an office building located at 5 Walnut Grove Drive, Horsham, PA 19044 for the Company's new headquarters location.  The Company's current lease for its headquarters expires on November 30, 2018.  Bormioli is the prime tenant of the premises in a prime lease agreement with RVOP, LLC. The Sublease term commences on November 15, 2018 and expires on January 31, 2023, with the Company having the option of extending the term for one additional term of two years. The Sublease contains certain protections for the Company in the event of a default by Bormioli under the prime lease.
The Sublease also contains customary terms and conditions for a real property sublease as well as default provisions allowing Bormioli to terminate the Sublease in the event of an unremedied breach by the Company.
The Company has various non-cancelable operating lease agreements for real property and several minor operating leases these arrangements expire at various dates through January 2023. Rent expense was $110 and $332 for the three and nine months ended September 30, 2018, respectively, and $111 and $338 for the three and nine months ended September 30, 2017, respectively. The future annual minimum payments under these leases are as follows:
Year Ending December 31,
 
2018
 
92
 
2019
 
352
 
2020
 
213
 
2021
 
220
 
2022
 
227
 
Thereafter
 
17
 


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ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of STRATA Skin Sciences, Inc., a Delaware corporation (referred to in this Report as "we," "us," "our," "STRATA," "STRATA Skin Sciences" or "registrant") and other statements contained in this Report that are not historical facts. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that characterize our business. In particular, we encourage you to review the risks and uncertainties described in Item 1A "Risk Factors" included elsewhere in this report, in our Annual Report on Form 10-K for the year ended December 31, 2017. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this report or implied by past results and trends. Forward-looking statements are statements that attempt to forecast or anticipate future developments in our business, financial condition or results of operations and statements — see "Cautionary Note Regarding Forward-Looking Statements" that appears at the end of this discussion. These statements, like all statements in this report, speak only as of their date (unless another date is indicated), and we undertake no obligation to update or revise these statements in light of future developments.
The following financial data, in this narrative, are expressed in thousands, except for the earnings per share.
Introduction, Outlook and Overview of Business Operations
STRATA Skin Sciences is a medical technology company in Dermatology and Plastic Surgery dedicated to developing, commercializing and marketing innovative products for the treatment of dermatologic conditions. Its products include the XTRAC® excimer laser and VTRAC® lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; and the STRATAPEN® MicroSystem, marketed specifically for the intended use of micropigmentation.
The XTRAC device is utilized to treat psoriasis, vitiligo and other skin diseases. The XTRAC device received FDA clearance in 2000 and has since become a widely recognized treatment among dermatologists. The system delivers targeted 308um ultraviolet light to affected areas of skin, leading to psoriasis clearing and vitiligo repigmentation, following a series of treatments. As of September 30, 2018, there were 746 XTRAC systems placed in dermatologists' offices in the United States under our dermatology recurring procedure model, down from 776 at the end of September 30, 2017. Under the dermatology recurring procedure model, the XTRAC system is placed in a physician's office and fees are charged on a per procedure basis or a fee is charged on a periodic basis not to exceed an agreed upon number of procedures. The XTRAC system's use for psoriasis is covered by nearly all major insurance companies, including Medicare. The VTRAC Excimer Lamp system, offered internationally in addition to the XTRAC, provides targeted therapeutic efficacy demonstrated by excimer technology with the simplicity of design and reliability of a lamp system. There are approximately 7.5 million people in the United States and up to 125 million people worldwide suffering from psoriasis, and 1% to 2% of the world's population suffers from vitiligo. In 2017, over 335,000 XTRAC laser treatments were performed on approximately 21,000 patients in the United States.
Effective February 1, 2017, we entered into an exclusive OEM distribution agreement with Esthetic Education, LLC to be the exclusive marketer and seller of private label versions of the SkinStylus MicroSystem and associated parts under the name of STRATAPEN. This three-year agreement allows for two one-year extensions.
During 2017, the Company entered into an agreement to license the Nordlys product line from Ellipse A/S. In 2018, following the financing, the Company determined we would no longer market the line and the agreement was terminated. For 2017 quarterly sales of the Nordlys product line were $0, $391, $118, $639 for the first through fourth quarters of 2017, respectively.  For 2018 quarterly sales were $218, $59 and $57 for the first through third quarters of 2018, respectively.
27





Key Technology
 
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.
 
In the third quarter of 2018, we announced the FDA granted clearance for our Multi Micro Dose (MMD) tip for our XTRAC excimer laser. The MMD Tip accessory is indicated for use in conjunction with the XTRAC laser system to filter the Narrow Band UVB ("NB-UVB") light at delivery in order to calculate and individualize the maximum non-blistering dose for a particular patient.
 
In the third quarter of 2018, we announced the launch of our S3, the next generation XTRAC.  The S3 is smaller, faster and has a smart user interface .
 
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.
 
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.

Recent Developments

Equity Financing

On March 30, 2018, we entered into multiple agreements in order to obtain $17,000 of equity financing from the following sources:

On May 29, 2018, we completed the sale and issuance (the "Financing") of 15,740,741 shares of the Company's common stock, subject to customary post-closing adjustments, to Accelmed Growth Partners L.P. ("Accelmed"), Broadfin Capital ("Broadfin"), Sabby Management ("Sabby"), Gohan Investments, Ltd. and Dr. Dolev Rafaeli, our President and Chief Executive Officer, for gross proceeds of $17.0 million at a per share price of $1.08.  The various stock purchase agreements were entered into on March 30, 2018 (collectively, the "Agreements").

We incurred $2,336 of costs related to the Financing during the nine months ended September 30, 2018, which have been offset against the proceeds in the accompanying financial statement. These costs included $500 to Accelmed for legal fees, consulting, due diligence and administrative costs related to the stock purchase agreement. In addition, we incurred placement agent fees in the amount of $1,359, among other costs directly related to the financing.
In further consideration of entering into their respective stock purchase agreements, Sabby and Broadfin have each entered into separate agreements restricting their abilities to sell their holdings (the "Leak-Out Agreements"). Under the terms of each of the respective Leak-Out Agreements, the stockholder has agreed that from the later of (a) the date that the approval by the shareholders of the transactions is deemed effective and (b) the closing of the transactions contemplated pursuant to the SPA, the stockholder shall not sell dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) any shares of common stock of the Company held by the stockholder on the date hereof or issuable to the stockholder upon conversion of shares of the Company's Series C Preferred Stock held by the stockholder on the date hereof, (a) if prior to April 1, 2019, at a price per share of the Company's common stock less than $1.296, subject to adjustment for reverse and forward stock splits and the like, or (b) thereafter, at a price per share reflecting less than the price set forth on the schedule in the Leak-Out Agreements subject to adjustment for reverse and forward stock splits and the like, unless,
28




(1) in the case of either clauses (a) or (b), otherwise approved by the Company's Board of Directors, (2) in the case of clause (b), under a shelf prospectus or such other controlled offering as may be agreed to by the Principal Stockholders (as defined in the Stock Purchase Agreement) or (3) in the case of either clauses (a) or (b), in a sale pursuant to which any other stockholder(s) of the Company are offered the same terms of sale, including in a merger, consolidation, transfer or conversion involving the Company or any of its subsidiaries.
In addition, Sabby and Broadfin delivered to us a voting undertaking obligating Sabby and Broadfin to increase their respective "blocker" to 9.99% prior to the record date for the meeting of the shareholders.
On May 23, 2018, we held a special meeting of stockholders where the stockholders approved, pursuant to Nasdaq Listing Rules 5635(b) and (d), the issuance of an aggregate of 15,740,741 shares of the Company's common stock pursuant to refinancing, plus all additional shares that may be issued pursuant to the Retained Risk Provisions, as defined in the agreements
The investors in the Financing may receive additional shares, in the event of certain contingencies, as described in the Stock Purchase Agreements. At the closing, the Company determined certain contingencies had been met and in July 2018, the Company issued 153,004 shares associated with those contingencies. Since the share amounts were known at the close of the financing the Company included these shares in Common Stock Issuable as of September 30, 2018. There are additional contingencies included in the SPA's but the Company has determined they are not probable or estimable at this time.

In connection with the Agreements, we entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investors to prepare and file with the SEC a registration statement covering the shares of common stock issued in the Financing. The Company filed a registration statement on Form S-3, which became effective on September 24, 2018.

MidCap Credit Facility
On May 29, 2018, we entered into a Fourth Amendment to Credit Agreement (the "Amendment"), pursuant to which the Company repaid $3.0 million in principal of the existing $10.6 million credit facility established with MidCap in 2015. The terms of the credit facility have been amended to impose less restrictive covenants and lower prepayment and exit fees for the Company. The Amendment modified the principal payments payable under the Credit Agreement including a period of 18 months where there are no principal payments due. The interest rate on the credit facility is one-month LIBOR plus 7.25%. Principal payments begin December 2019. Principal and interest payments beginning December 2019 are $252. The Company was in compliance with the covenant as of September 30, 2018.
Critical Accounting Policies and Estimates
There have been no changes to our critical accounting policies in the three months ended September 30, 2018 except for the adoption of the new revenue recognition standard as discussed under Adoption of New Accounting Standards within Note 1 to the condensed consolidated financial statements. Critical accounting policies and the significant estimates made in accordance with such policies are regularly discussed with our Audit Committee. Those policies are discussed under " Critical Accounting Policies " in our " Management's Discussion and Analysis of Financial Condition and Results of Operations " included in Item 7, as well as in our consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2017, as filed with the SEC with our Annual Report on Form 10-K filed on April 2, 2018.
Results of Operations (The following financial data, in this narrative, are expressed in thousands, except for prices per treatment and the earnings per share.)
29




Sales and Marketing
As of September 30, 2018, our sales and marketing personnel consisted of 50 full-time positions, inclusive of a direct sales organization as well as an in-house call center staffed with patient advocates and a reimbursement group that provides necessary insurance information to our physician partners and their patients.

Revenues
The following table presents revenues from our segments for the periods indicated below:
   
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2018
   
2017
   
2018
   
2017
 
Dermatology Recurring Procedures
 
$
5,556
   
$
5,525
   
$
15,221
   
$
17,051
 
Dermatology Procedures Equipment
   
2,336
     
1,751
     
6,671
     
5,784
 
Dermatology Imaging
   
-
     
9
     
-
     
17
 
                                 
Total Revenues
 
$
7,892
   
$
7,285
   
$
21,892
   
$
22,852
 
Dermatology Recurring Procedures
Recognized recurring treatment revenue for the three months ended September 30, 2018 was $5,556, which we estimate is approximately 70,000 treatments, with prices between $65 to $95 per treatment compared to recognized recurring treatment revenue for the three months ended September 30, 2017 of $5,525, which we estimate is approximately 69,000  treatments, with prices between $65 to $95 per treatment. Recognized treatment revenue for the nine months ended September 30, 2018 was $15,221, which approximates 190,000 treatments, with prices between $65 to $95 per treatment compared to recognized treatment revenue for the nine months ended September 30, 2017 of $17,051, which approximates 213,000 treatments, with prices between $65 to $95 per treatment.
Increases in procedures are dependent upon building market acceptance through marketing programs with our physician partners and their patients to show that the XTRAC procedures will be of clinical benefit and will be generally reimbursed by insurers. We believe that several factors have had a negative impact  on the prescribed use of XTRAC treatments for psoriasis and vitiligo patients. Specifically, we believe that there is a lack of awareness of the positive effects of XTRAC treatments among both sufferers and providers; and the treatment regimen which can sometimes require up to 12 or more treatments has limited XTRAC use to certain patient populations. Therefore, we have initiated a direct to patient program for XTRAC advertising in the United States, targeting psoriasis and vitiligo patients through a variety of media including television and radio; and through our use of social media such as Facebook and Twitter. We monitor the results of our advertising expenditures in this area to reach the more than 10 million patients in the United States afflicted with these diseases. In the last three quarters of 2017 and the first quarter of 2018, in an effort to conserve cash, we reduced the amount spent on the direct to patient programs. This caused a decrease in the patient traffic to our dermatologist partner clinics, which, in turn, caused a decline in recurring patient revenues. With the equity financing completed in May 2018, we expect to continue to increase spending in the direct to patient programs to drive patients to our partner clinics to increase recurring revenue. The increase in these programs precedes the recurring revenue as there is a lag between advertising and patients receiving treatment which we estimated to be three to nine months.
Revenues from Dermatology Recurring Procedures are recognized over the contract term, which equates to the usage period of the agreed upon number of treatments, as the treatments are being used. As of September 30, 2018, and December 31, 2017, we deferred net revenues of $90 and $150, respectively which will be recognized as revenue over the remaining contract term.
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Dermatology Procedures Equipment
For the three months ended September 30, 2018, dermatology equipment revenues were $2,336. Internationally, we sold 34 systems for the three months ended September 30, 2018, (18 XTRAC and 16 VTRAC). Domestically, we sold 4 XTRAC systems for the three months ended September 30, 2018. For the three months ended September 30, 2017 dermatology equipment revenues were $1,751. Internationally, we sold 19 systems for the three months ended September 30, 2017 (9 XTRAC and 10 VTRAC).  During the quarter and nine months ended September 30, 2018 customers in Asia purchased a higher number of machines, primarily in anticipation of tariffs. Future quarterly revenue may be impacted by higher than historical purchases.

For the nine months ended September 30, 2018, dermatology equipment revenues were $6,671. Internationally, we sold 78 systems for the nine months ended September 30, 2018, (55 XTRAC and 23 VTRAC). Domestically, we sold 12 XTRAC systems for the nine months ended September 30, 2018. For the nine months ended September 30, 2017 dermatology equipment revenues were $5,784. Internationally, we sold 50 systems for the nine months ended September 30, 2017, (31 XTRAC and 19 VTRAC).

The comparability of the periods presented are impacted by the sales of the terminated Nordlys product line. Our overall sales for the three months ended September 30, 2018 and 2017, excluding Nordlys, were $7,835 and $7,165, respectively and $21,558 and $22,343 for the nine months ended September 30, 2018 and 2017, respectively.
Cost of Revenues
The following table illustrates cost of revenues from our two business segments for the periods listed below:
   
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2018
   
2017
   
2018
   
2017
 
Dermatology Recurring Procedures
 
$
1,757
   
$
2,084
   
$
5,587
   
$
5,969
 
Dermatology Procedures Equipment
   
1,292
     
967
     
4,255
     
2,988
 
Dermatology Imaging
   
-
     
225
     
-
     
225
 
                                 
Total Cost of Revenues
 
$
3,049
   
$
3,276
   
$
9,842
   
$
9,182
 
Gross Profit Analysis
The following tables analyze changes in our gross margin, by segment, for the periods presented below:

Company Profit Analysis
 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2018
   
2017
   
2018
   
2017
 
Revenues
 
$
7,892
   
$
7,285
   
$
21,892
   
$
22,852
 
Percent increase (decrease)
   
8.3
%
           
(4.2
%)
       
Cost of revenues
   
3,049
     
3,276
     
9,842
     
9,182
 
Percent (decrease) increase
   
(6.9
%)
           
7.2
%
       
Gross profit
 
$
4,843
   
$
4,009
   
$
12,050
   
$
13,670
 
Gross margin percentage
   
61.4
%
   
55.0
%
   
55.0
%
   
59.8
%

Gross profit increased to $4,843 for the three months ended September 30, 2018 from $4,009 during the same period in 2017. As a percent of revenue, the gross margin was 61.4% for the three months ended September 30, 2018 as compared to 55.0% for the same period in 2017. Gross profit decreased to $12,050 for the nine months ended September 30, 2018 as compared to $13,670 for the same period in 2017. As a percent of revenue, the gross margin was 55.0 % as compared to 59.8% for the same period in 2017.
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Dermatology Recurring Procedures
 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2018
   
2017
   
2018
   
2017
 
Revenues
 
$
5,556
   
$
5,525
   
$
15,221
   
$
17,051
 
Percent increase (decrease)
   
0.5
%
           
(10.7
%)
       
Cost of revenues
   
1,757
     
2,084
     
5,587
     
5,969
 
Percent decrease
   
(15.6
%)
           
(6.40
%)
       
Gross profit
 
$
3,799
   
$
3,441
   
$
9,634
   
$
11,082
 
Gross margin percentage
   
68.4
%
   
62.3
%
   
63.3
%
   
65.0
%

The primary reason for the increase in gross profit for the three months ended September 30, 2018 is the result of lower depreciation expense on lasers placed in the field after reaching their full depreciated value.  The primary reason the decrease in gross profit for the nine months ended September 30, 2018 is due to a lower number of treatments in the nine months as a result of lower advertising spend in the previous year. Incremental treatments delivered on existing equipment incur negligible incremental costs, so increases and decreases in those treatments have an impact on the gross margins.
Dermatology Procedures Equipment
 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2018
   
2017
   
2018
   
2017
 
Revenues
 
$
2,336
   
$
1,751
   
$
6,671