UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM ~~10 - Q~~10-Q

~~[x]~~☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2020~~2021

~~[ ]~~☐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.)

5 Walnut Grove Drive, Suite 140, Horsham, Pennsylvania 19044

(Address of principal executive offices, including zip code)

(215) 619-3200

(~~Registrant's~~Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	SSKN	The NASDAQ Stock Market LLC

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 ~~[x]~~☒ 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 ~~[x] No[ ]~~☒ 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 ~~[x]~~☒		Smaller reporting company ~~[x]~~☒
	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 ~~[x]~~☒

The number of shares outstanding of the ~~issuer's~~issuer’s common stock as of August 7, ~~2020~~2021 was ~~33,754,909~~34,017,612 shares.

Part I. Financial Information:

Part II. Other Information:

PART I – Financial Information

ITEM 1. Financial Statements

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

Total liabilities and stockholders’ equity

Accounts receivable, net of allowance for doubtful accounts of $206 and $274, respectively

Series C Convertible Preferred Stock, $0.10 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2021 and, December 31, 2020

Common Stock, $0.001 par value, 150,000,000 shares authorized; 33,889,239, and 33,801,045 shares issued and outstanding at June 30, 2021 and, December 31, 2020, respectively

Total liabilities and stockholders’ equity

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

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(unaudited)

	For the Three Months Ended June 30,						For the Three Months Ended June 30,
	2020			2019			2021			2020
Revenues, net	$	4,030		$	7,725		$	7,382		$	4,030

Cost of revenues		2,066			2,815			2,621			2,066

Gross profit		1,964			4,910			4,761			1,964

Operating expenses:
Engineering and product development		247			235			403			247
Selling and marketing		1,442			2,958			3,160			1,442
General and administrative		1,890			2,700			2,121			1,890
		3,579			5,893			5,684			3,579

Loss from operations		(1,615	)		(983	)		(923	)		(1,615	)

Other expense, net:
Interest expense, net		(18	)		(145	)
Other income (expense), net:
Gain on extinguishment of debt								2,028			0
Interest expense net								(19	)		(18	)
		(18	)		(145	)		2,009			(18	)

Loss before income taxes		(1,633	)		(1,128	)
Income tax (expense) benefit		(47	)		46
Net loss	$	(1,680	)	$	(1,082	)
Income (loss) before income taxes								1,086			(1,633	)
Income tax expense								(4	)		(47	)
Net income (loss)							$	1,082		$	(1,680	)

Loss attributable to common shares	$	(1,680	)	$	(1,007	)
Loss attributable to Series C Convertible Preferred shares		-		$	(75	)
Loss per common share:
Earnings (loss) attributable to common shares							$	1,082		$	(1,680	)
Earnings (loss) attributable to Preferred Series C shares								0			0
Earnings (loss) per common share:
Basic	$	(0.05	)	$	(0.03	)	$	0.03		$	(0.05	)
Diluted	$	(0.05	)	$	(0.03	)	$	0.03		$	(0.05	)
Shares used in computing loss per common share:
Shares used in computing earnings (loss) per common share:
Basic		33,731,739			31,359,104			33,876,568			33,731,739
Diluted		33,731,739			31,359,104			34,318,495			33,731,739
Loss per Series C Convertible Preferred share basic and diluted		-		$	(11.94	)
Shares used in computing loss per basic and diluted Series C Convertible Preferred shares		-			6,250

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

- 2 -

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(unaudited)

	For the Six Months Ended June 30,
	2021			2020
Revenues, net	$	13,209		$	10,760

Cost of revenues		4,735			4,397

Gross profit		8,474			6,363

Operating expenses:
Engineering and product development		787			539
Selling and marketing		6,092			4,395
General and administrative		4,910			3,992
		11,789			8,926

Loss from operations		(3,315	)		(2,563	)

Other income (expense), net:
Gain on extinguishment of debt		2,028			0
Interest expense, net		(41	)		(17	)
		1,987			(17	)

Loss before income taxes		(1,328	)		(2,580	)
Income tax expense		(8	)		(135	)
Net loss	$	(1,336	)	$	(2,715	)

Loss attributable to common shares	$	(1,336	)	$	(2,693	)
Loss attributable to Preferred Series C shares		0		$	(22	)
Loss per common share:
Basic	$	(0.04	)	$	(0.08	)
Diluted	$	(0.04	)	$	(0.08	)
Shares used in computing loss per common share:
Basic		33,839,554			33,448,030
Diluted		33,839,554			33,448,030
Loss per Preferred Series C share - basic and diluted		0		$	(29.93	)
Shares used in computing loss per basic and diluted Preferred Series C Shares		0			740

For the Six Months Ended
June 30,

2020 2019
Revenues, net
$
10,760

$
15,208

Cost of revenues
4,397

5,689

Gross profit
6,363

9,519

Operating expenses:
Engineering and product development
539

539

Selling and marketing
4,395

6,024

General and administrative
3,992

5,180

8,926

11,743

Loss from operations
(2,563
)

(2,224
)

Other expense, net:
Interest expense, net
(17
)

(280
)

(17
)

(280
)
Loss before income taxes
(2,580
)

(2,504
)
Income tax (expense) benefit
(135
)

89

Net loss
$
(2,715
)

$
(2,415
)

Loss attributable to common shares
$
(2,693
)

$
(2,226
)
Loss attributable to Series C Convertible Preferred shares
$
(22
)

$
(189
)
Loss per common share:
Basic
$
(0.08
)

$
(0.07
)
Diluted
$
(0.08
)

$
(0.07
)

Shares used in computing loss per common share:

Basic
33,448,030

31,033,114

Diluted
33,448,030

31,033,114

Loss per Series C Convertible Preferred share basic and diluted
$
(29.93
)

$
(26.66
)

Shares used in computing loss per basic and diluted Series C Convertible Preferred shares
740

7,093

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

3 -

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, ~~2019~~2021 AND 2020

(In thousands, except share amounts)

(unaudited)

	Convertible Preferred Stock – Series C						Common Stock				Additional Paid-In		Accumulated
	Shares			Amount			Shares		Amount		Capital		Deficit			Total
BALANCE, January 1, 2020		2,103		$	1			32,932,273	$	33	$	243,180	$	(214,561	)	$	28,653
Stock-based compensation		-			0			-		0		430		0			430
Conversion of convertible preferred stock into common stock		(2,103	)		(1	)		782,089		1		0		0			0
Net loss		-			0			-		0		0		(1,035	)		(1,035	)
BALANCE, March 31, 2020		0		$	0			33,714,362	$	34	$	243,610	$	(215,596	)	$	28,048

Stock-based compensation		-			0			0		0		410		0			410
Issuance of restricted stock		0			0			40,547		0		0		0			0
Net loss		-			0			-		0		0		(1,680	)		(1,680	)
BALANCE, June 30, 2020		0		$	0			33,754,909	$	34	$	244,020	$	(217,276	)	$	26,778

	Convertible Preferred Stock – Series C				Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
BALANCE, January 1, 2021		0	$	0		33,801,045	$	34	$	244,831	$	(218,973	)	$	25,892
Stock-based compensation		-		0		-		0		662		0			662
Issuance of restricted stock		0		0		16,260		0		0		0			0
Net loss		-		0		-		0		0		(2,418	)		(2,418	)

BALANCE, March 31, 2021		0	$	0		33,817,305	$	34	$	245,493	$	(221,391	)	$	24,136

Stock-based compensation		-		0		-		0		581		0			581
Issuance of restricted stock		0		0		71,934		0		0		0			0
Net income		-		0		-		0		0		1,082			1,082
BALANCE, June 30, 2021		0	$	0		33,889,239	$	34	$	246,074	$	(220,309	)	$	25,799

Convertible
Preferred Stock – Series C
Common Stock Additional Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit Total
BALANCE, January 1, 2019
9,968

$
1

29,943,086

$
30

$
241,988

$
(210,771
)

$
31,248

Stock-based compensation
-

-

-

-

323

-

323

Conversion of convertible preferred stock into common stock
(3,090
)

-

1,148,698

1

(1
)

-

-

Exercise of stock options
-

-

28,824

-

-

-

-

Net loss
-

-

-

-

-

(1,333
)

(1,333
)
BALANCE, March 31, 2019
6,878

$
1

31,120,608

$
31

$
242,310

$
(212,104
)

$
30,238

Conversion of convertible preferred stock into common stock
(4,775
)

-

1,775,093

2

(2
)

-

-

Stock-based compensation
-

-

-

-

303

-

303

Exercise of stock options
-

-

7,586

-

-

Net loss
-

-

-

-

-

(1,082
)

(1,082
)
BALANCE, June 30, 2019
2,103

$
1

32,903,287

$
33

$
242,611

$
(213,186
)

$
29,459

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

4 -

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~CHANGES IN STOCKHOLDERS’ EQUITY~~

~~FOR THE SIX MONTHS ENDED JUNE 30, 2020~~CASH FLOWS

(In thousands, ~~except share amounts)~~unaudited)

~~(unaudited)~~

	For the Six Months Ended June 30,
	2021			2020
Cash Flows From Operating Activities:
Net loss	$	(1,336	)	$	(2,715	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1,706			1,986
Amortization of right-of-use asset		174			159
Provision for doubtful accounts		(68	)		72
Stock-based compensation		1,243			840
Loss on lasers placed in-service		63			19
Gain on extinguishment of debt		(2,028	)		0
Deferred taxes		8			135
Changes in operating assets and liabilities:
Accounts receivable		158			2,953
Inventories		395			(443	)
Prepaid expenses and other assets		(162	)		116
Accounts payable		(122	)		571
Other accrued liabilities		411			(431	)
Other liabilities		15			(107	)
Operating lease liabilities		(183	)		(142	)
Deferred revenues		113			(1,812	)
Net cash provided by operating activities		387			1,201

Cash Flows From Investing Activities:
Lasers placed-in-service		(1,369)			(730)
Purchases of property and equipment		(97)			0
Net cash used in investing activities		(1,466)			(730)

Cash Flows From Financing Activities
Proceeds from note payables and long-term debt		0			2,528
Net cash provided by financing activities		0			2,528

Net (decrease) increase in cash and cash equivalents and restricted cash		(1,079	)		2,999
Cash, cash equivalents and restricted cash, beginning of period		18,112			15,629

Cash, cash equivalents and restricted cash, end of period	$	17,033		$	18,628


Cash and cash equivalents	$	9,576		$	11,231
Restricted cash		7,457			7,397
	$	17,033		$	18,628
Supplemental information of cash and non-cash transactions:
Cash paid for interest	$	57		$	103

Convertible
Preferred Stock – Series C
Common Stock Additional Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit Total
BALANCE, January 1, 2020
2,103

$
1

32,932,273

$
33

$
243,180

$
(214,561
)

$
28,653

Stock-based compensation
-

-

-

-

430

-

430

Conversion of convertible preferred stock into common stock
(2,103
)

(1
)

782,089

1

-

Net loss
-

-

-

-

-

(1,035
)

(1,035
)
BALANCE, March 31, 2020
-

$
-

33,714,362

$
34

$
243,610

$
(215,596
)

$
28,048

Stock-based compensation
-

-

-

410

-

410

Issuance of restricted stock
-

-

40,547

-

-

Net loss
-

-

(1,680
)

(1,680
)
BALANCE, June 30, 2020
-

$
-

33,754,909

$
34

$
244,020

$
(217,276
)

$
26,778

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

- 5 -

~~STRATA SKIN SCIENCES, INC. AND SUBSIDIARY~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In thousands, unaudited)~~

For the Six Months Ended
June 30,

2020 2019
Cash Flows From Operating Activities:
Net loss
$
(2,715
)

$
(2,415
)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
1,986

2,347

Amortization of right-of-use asset
159

147

Provision for doubtful accounts
72

2

Loss on disposal of property and equipment and lasers placed in service
19

22

Stock-based compensation
840

626

Deferred taxes
135

(89
)
Amortization of debt discount
-

12

Amortization of deferred financing costs
-

57

Changes in operating assets and liabilities:
Accounts receivable
2,953

(85
)
Inventories
(443
)

(813
)
Prepaid expenses and other assets
116

(42
)
Accounts payable
571

327

Other accrued liabilities
(431
)

248

Other liabilities
(107
)

(5
)
Operating lease liabilities
(142
)

(126
)
Deferred revenues
(1,812
)

193

Net cash provided by operating activities
1,201

406

Cash Flows From Investing Activities:
Lasers placed-in-service
(730
)

(947
)
Purchases of property and equipment
-

(5
)
Net cash used in investing activities
(730
)

(952
)

Cash Flows From Financing Activities:
Proceeds from note payable and long-term debt
2,528

-

Net cash provided by financing activities
2,528

-

Net increase (decrease) in cash and cash equivalents and restricted cash
2,999

(546
)
Cash, cash equivalents and restricted cash, beginning of period
15,629

16,487

Cash, cash equivalents and restricted cash, end of period
$
18,628

$
15,941

Cash and cash equivalents
$
11,231

$
15,941

Restricted cash
7,397

-

$
18,628

$
15,941

Supplemental information of cash and non-cash transactions:
Cash paid for interest
$
103

$
404

Lease liabilities arising from obtaining right-of-use assets
$
-

$
1,632

~~The accompanying notes are an integral part~~Table of ~~these condensed consolidated financial statements.~~Contents

~~- 6 -~~

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

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 (the “Company”) is a medical technology company in ~~Dermatology and Plastic Surgery~~dermatology 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.

The XTRAC is an ultraviolet light excimer laser system utilized to treat psoriasis, vitiligo and other skin diseases. The XTRAC excimer laser system received clearance from the United States Food and Drug Administration (the “FDA”) in 2000. As of June 30, ~~2020,~~2021, there were ~~789~~848 XTRAC systems placed in ~~dermatologists'~~dermatologists’ offices in the United States and 41 systems internationally under the ~~Company's~~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.

In ~~July 2019,~~September 2020, the Company signed a direct distribution agreement with ~~its Korean~~our Japanese distributor for a combination of direct capital sales and recurring revenue for the country of Japan.

In February 2021, the Company signed an agreement with our Chinese distributor for a combination of direct capital sales and recurring revenues for the country of ~~South Korea.~~China.The Company has now introduced its Home by XTRAC™ business, leveraging in-house resources including DTC advertising, in-house call center and its insurance reimbursement team to provide an at-home, insurance-reimbursed treatment option for patients with certain skin diseases that do not qualify for in-office treatments. The ~~term~~Company is ~~for twelve months with up to four additional twelve-month terms, subject to certain conditions.~~evaluating this business in an ongoing beta test.

In late 2019, there was an outbreak of a new strain of coronavirus (“COVID-19”) which ~~appears to have originated from Wuhan, China. COVID-19 has since spread to over 100 countries, including every state in the United States.~~ ~~On March 11, 2020, the World Health Organization declared the COVID-19 outbreak~~ became a global ~~pandemic~~ ~~and on March 13, 2020 the United States declared a national emergency with respect to COVID-19.~~pandemic.The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, constrained work force participation and created significant volatility and disruption of financial markets. In addition, the pandemic lead to the suspension of elective procedures in the U.S. and to the temporary closure of many physician ~~practices. The~~practices which are our primary customers. We do not know the extent of the impact on our customers including their potential for permanent closure. While many offices have reopened, the ongoing impact of the COVID-19 pandemic and its variants on the Company’s operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frames, will depend on future developments, including the duration and ongoing spread of the COVID-19 outbreak and its variants, continued or renewed restrictions on ~~travel~~business operations and transport, any governmental and societal responses thereto including legislative or regulatory changes as well as the distribution and effectiveness of COVID-19 vaccines and the continued impact on worldwide economic and geopolitical conditions, all of which are uncertain and cannot be predicted.

Domestically, as the procedures infor which the Company’s devices are used are elective in nature; and as social distancing, travel restrictions, quarantines and other restrictions ~~have become~~became prevalent in the United States, this ~~has~~ had a negative impact on the Company’s recurring revenue model and its financial position and cash flow. The virus has disrupted the supply chain from China and other countries and the Company depends upon its supply chain to provide a steady source of components to manufacture and repair our devices.

To mitigate the impact of COVID-19 the Company ~~has taken~~took a variety of measures to ensure the availability and functioning of its critical infrastructure by implementing business continuity ~~plans, and to~~plans. To promote the safety and security of its employees, while complying with various government mandates including work-from-home arrangements and social-distancing initiatives to reduce the transmission of COVID-19, ~~such as providing~~the Company provided face masks for employees at facilities significantly impacted and ~~requiring~~required masks and on-site body temperature monitoring before entering ~~certain~~ facilities. In addition, the Company ~~has~~ created and executed programs utilizing its direct to consumer advertising and call center to contact patients and partner clinics to restart the Company’s partners’ businesses. ~~In order to~~To conserve its cash in order to mitigate the ~~on-going~~ongoing impact of the COVID-19 pandemic, in the second quarter of 2020, the Company furloughed employees who returned to work after the Company received proceeds from the PPP Loan. The Company also reduced ~~all~~ discretionary spending ~~reduced all inventory purchases~~in 2020 and ~~delayed~~continues to delay payments to vendors. Delayed payments to vendors were approximately ~~$781~~$472 as of June 30, ~~2020.~~2021. See Note 2, Liquidity for discussion on Company liquidity.

In the event our own employees are impacted through direct or ancillary contact with a person who has the virus, we may need to devise other methods of transacting business in our offices by working from home and or potentially ceasing operations for a period of time.

~~- 7 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

Basis of Presentation:

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned, inactive subsidiary in India. All significant intercompany balances and transactions have been eliminated in consolidation.

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"~~(“SEC”) for interim financial reporting. These condensed consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to fairly present the results of the interim periods. The condensed consolidated balance sheet at December 31, ~~2019,~~2020, has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the three and six months ended June 30, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2020~~2021 or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. 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, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”), and other forms filed with the SEC from time to time. Dollar amounts included herein are in thousands, except share, per share ~~data.~~data and number of lasers.

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.

Significant Accounting Policies

The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, and there have been no changes to the Company’s significant accounting policies during the six months ended June 30, ~~2020.~~2021.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. 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 June 30, ~~2020,~~2021, the more significant estimates include (1) revenue recognition, in regards to deferred revenues and the contract term and valuation allowances of accounts receivable, (2) the inputs used in the impairment analyses of goodwill, (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, (6) the inventory reserves, (7) state sales and use tax accruals and (8) warranty claims.

Additionally, the full impact of the ongoing COVID-19 outbreak is unknown and cannot be reasonably estimated. However, management has made appropriate accounting estimates on certain accounting matters, which include the allowance for doubtful accounts, inventory valuation, carrying value of the goodwill and other long-lived assets, based on the facts and circumstances available as of the reporting date. The Company’s future assessment of the magnitude and duration of the ongoing COVID-19 outbreak, as well as other factors, could result in material impacts to the Company’s financial statements in future reporting periods.

~~- 8 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

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.

The fair value of cash and cash equivalents and restricted cash are based on their respective demand value, which are equal to the carrying value. The carrying value of all 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 June 30, ~~2020~~2021 and December 31, ~~2019, in evaluating the terms of the notes,~~2020, the carrying value of the note payable and the Company’s ~~notes payable~~long term debt are estimated to approximate ~~the~~ fair value.

Earnings Per Share

The Company calculates ~~loss~~earnings (loss) per common share and Preferred Series C ~~Convertible Preferred~~ share in accordance with ASC 260, Earnings per Share. Under ASC 260, basic ~~loss~~earnings (loss) per common share and Preferred Series C ~~Convertible Preferred~~ share is calculated by dividing ~~loss~~the earnings (loss) attributable to common shares and Preferred Series C ~~Convertible Preferred~~ shares by the weighted-average number of common shares and Preferred Series C ~~Convertible Preferred~~ shares outstanding during the reporting period and excludes dilution for potentially dilutive securities. Diluted ~~loss~~earnings (loss) per common share and Preferred Series C share gives effect to dilutive options, warrants and other potential common shares outstanding during the period.

NoNaN shares of the ~~Company's~~Company’s Series C Convertible Preferred ~~stock were~~Stock was outstanding as of June 30, ~~2020.~~2021. These shares were subordinate to all other securities at the same subordination level as common stock and they participated 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 Convertible Preferred Shares met 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 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 loss per share by each class of security for the three and six months ended June 30, 2020 and, 2019:~~

~~- 9 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

Three Months Ended
June 30, 2020

Six Months Ended
June 30, 2020

Common Stock
Series C
Convertible Preferred Stock
Common Stock
Series C
Convertible Preferred Stock

Loss attributable to each class
$
(1,680
)

-

$
(2,693
)

$
(22
)

Weighted average number of shares outstanding during the period

33,731,739

-

33,448,030

740

Basic and Diluted loss per share
$
(0.05
)

-

$
(0.08
)

$
(29.93
)

The following table presents the calculation of basic and diluted earnings (loss) per share by each class of security for the three and six months ended June 30, 2021, and 2020:

Three Months Ended
June 30, 2019

Six Months Ended
June 30, 2019

Common Stock
Series C
Convertible Preferred Stock
Common Stock
Series C
Convertible Preferred Stock

Loss attributable to each class
$
(1,007
)

$
(75
)

$
(2,226
)

$
(189
)

Weighted average number of shares outstanding during the period

31,359,104

6,250

31,033,114

7,093

Basic and Diluted loss per share
$
(0.03
)

$
(11.94
)

$
(0.07
)

$
(26.66
)

	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
	Common Stock		Series C Convertible Preferred Stock		Common Stock			Series C Convertible Preferred Stock

Earnings (loss) attributable to each class	$	1,082	$	0	$	(1,336	)	$	0

Weighted average number of shares outstanding during the period basic		33,876,568		0		33,839,554			0

Weighted average number of shares outstanding during the period diluted		34,318,495		0		33,839,554			0

Basic and Diluted earnings (loss) per share	$	0.03	$	0	$	(0.04	)	$	0

	Three Months Ended June 30, 2020					Six Months Ended June 30, 2020
	Common Stock			Series C Convertible Preferred Stock		Common Stock			Series C Convertible Preferred Stock

Loss attributable to each class	$	(1,680	)	$	0	$	(2,693	)	$	(22	)

Weighted average number of shares outstanding during the period		33,731,739			0		33,448,030			740

Basic and Diluted loss per share	$	(0.05	)	$	0	$	(0.08	)	$	(29.93	)

The Company ~~considered~~considers its Series C Convertible Preferred Stock to be participating securities in the presentation of earnings per share. For the ~~three and~~ six months ended June 30, ~~2020~~2021 and ~~2019,~~three and six months June 30, 2020, diluted loss per common share and Series C Convertible Preferred Stock share is equal to the basic loss per common share and Series C Convertible Preferred Stock share, respectively, since all potentially dilutive securities ~~are~~were anti-dilutive.

The following table sets forth the weighted average of potential common stock equivalents outstanding during the three and six months ended June 30, ~~2020,~~2021, and ~~2019,~~2020 that have been excluded from the ~~loss~~earnings (loss) per share calculation as their inclusion would have been anti-dilutive:

	Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended June 30,				Six Months Ended June 30,
	2020	2019	2020	2019	2021		2020		2021		2020
Common stock purchase warrants	697,154	2,034,882	723,527	2,133,489		0		697,154		3,174		723,527
Restricted stock units	151,646	120,773	160,334	125,150		12,671		151,646		49,685		160,334
Common stock options	4,908,038	4,184,193	4,908,038	4,252,682		5,352,850		4,908,038		6,384,288		4,908,038
Total	5,756,838	6,339,848	5,791,899	6,511,321		5,365,521		5,756,838		6,437,147		5,791,899

Accounting Pronouncements Recently Adopted

In January 2017, the FASB issued Accounting Standards Update (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

~~- 10 -~~

~~STRATA SKIN SCIENCES, INC. AND SUBSIDIARY~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands, except share and per share amounts and number of lasers)~~

~~(unaudited)~~

annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted after January 1, 2017. The adoption of ASU No. 2017-04 on January 1, 2020 did not have an impact on the Company’s condensed consolidated financial statements.

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 the 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 adoption of ASU No. 2018-13 on January 1, 2020 did not have a material effect on the Company’s condensed consolidated financial statements.

~~Recent Accounting Pronouncements Not Yet Adopted~~

In December 2019, the FASB issued ASU No. 2019-12,Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminated certain exceptions and changed guidance on other matters. The exceptions relate to the allocation of income taxes in separate company financial statements, tax accounting for equity method investments and accounting for income taxes when the interim period year-to-date loss exceeds the anticipated full year loss. Changes relate to the accounting for franchise taxes that are income-based and non-income-based, determining if a step up in tax basis is part of a business combination or if it is a separate transaction, when enacted tax law changes should be included in the annual effective tax rate computation, and the allocation of taxes in separate company ~~condensed~~ financial statements to a legal entity that is not subject to income tax. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The adoption of ASU No. 2019-12 on January 1, 2021, did not have a material effect on the Company’s condensed consolidated financial statements.

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, per share amounts and number of lasers)

(unaudited)

Recent Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Statements. This pronouncement provides temporary optional expedients and exceptions for applying U.S. GAAP principles to contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance in March 2020, and will apply through December 31, 2022. We continue to evaluate the temporary expedients and options available under this guidance, and the effects of these pronouncements and as the Company ~~is currently evaluating the potential impact but~~does not have any hedging activities does not believe ~~there~~this will ~~be an impact of~~have a material effect on the ~~adoption of this standard on its results of operations,~~Company’s condensed consolidated financial ~~position and cash flows and related disclosures.~~statements.

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40); Accounting for Convertible Instruments and Contracts in an Entity’s own Equity. The pronouncement simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU “simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP.” In addition, the ASU “removes certain settlement conditions that are required for equity contracts to qualify for it” and “simplifies the diluted earnings per share (EPS) calculations in certain areas.” The guidance is effective beginning after December 15, 2021 and early adoption is permitted. The Company does not currently engage in contracts covered by this guidance and does not believe it will have a material effect on the Company’s condensed consolidated financial statements, but could in the future.

Note 2

Liquidity

The Company has been negatively impacted by the ongoing COVID-19 pandemic, has historically experienced recurring losses and has been dependent on raising capital from the sale of securities in order to continue to operate and meet the Company’s obligations in the ordinary course of business. Since the equity financing in May 2018 and ~~the change in management,~~pre-COVID, the Company has improved revenues and gross profit, generated positive cash flow from operations, refinanced its debt at a lower interest ~~rate and~~rate. During the COVID-19 pandemic, the Company received cash proceeds from the PPP loan, which was forgiven, and the EIDL loan ~~(defined~~(each as defined in Note 9 below). Management believes that the Company’s cash and cash equivalents, combined with the anticipated revenues from the sale or use of the Company’s products and the proceeds from the PPP loan and the EIDL loan, will be 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 date of the issuance of these unaudited condensed consolidated financial statements. However, the negative impact of the ongoing COVID-19 outbreak on the financial markets could interfere with our ability to access financing and ~~to access it~~ on favorable ~~terms if at all.~~terms.

Note 3

Revenue Recognition

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 that number is exceeded additional fees will have to be paid.

~~- 11 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

For the purposes of U.S. GAAP only, these two types of arrangements are treated under the guidance of ASC 842, Leases. While these arrangements are not contractually operating leases, since the Company sells the physician access codes in order to operate the treatment equipment, these arrangements are similar to operating leases for accounting purposes since the Company provides the customers limited rights to use the treatment equipment and the treatment equipment resides in the physician’s office and the Company may exercise the right to remove the equipment upon notice, under certain circumstances, while the physician controls the utility and output of such equipment during the term of the arrangement as it pertains to the use of access codes to treat the patients. ~~The~~For the lasers placed-in service under these arrangements, the terms of the domestic arrangements are generally 36 months with automatic one-year renewals and include a termination clause that can be affected at any time by either party with 30 to ~~60-day~~60 day notice. Amounts paid are generally non-refundable. For the first type of arrangement, sales of access codes are considered variable treatment code payments and are recognized as revenue over the estimated usage period of the agreed upon number of treatments. For the second type of arrangement, customers purchase access codes and revenue is recognized ratably on a straight-line basis as the lasers are being used over the term period specified in the agreement. Variable treatment code payments that will be paid only if the customer exceeds the agreed upon number of treatments are recognized only when such treatments are being exceeded and used. Internationally, through its Korean, ~~distributor,~~Japanese and, in 2021, Chinese distributors, the Company generally sells access codes for a fixed amount on a monthly basis to ~~end user~~end-user customers and the terms are generally 48 months, with termination in the event of the customers’ failure to remit payments timely, and include a potential buy-out at the end of the term of the contract. Currently, this is the only foreign recurring revenue. Pre-paid amounts 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 customer.

With respect to lease and non-lease components, the Company adopted the practical expedient to account for the arrangement as a single lease component.

In the Dermatology Procedures Equipment segment, the Company sells its products internationally through distributors and domestically directly to ~~a physician.~~physicians. For the product sales, the Company recognizes revenues when control of the promised products is transferred to either the ~~Company's~~Company’s distributors or end-user customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products (the transaction price). Control transfers to the customer at a point in time. 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. The Company has elected to recognize the cost of freight and shipping activities as fulfillment costs. Amounts billed to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of the underlying goods are transferred to the customer. The related shipping and freight charges incurred by the Company are included in cost of revenues.

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 June 30, ~~2020,~~2021, the aggregate amount of the transaction price allocated to remaining performance obligations was ~~$214,~~$69, and the Company expects to recognize ~~$163~~$51 of the remaining performance obligations within one year and the ~~remainder~~balance over one to three years. 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 the Company has received payments, but has not yet satisfied the related performance obligations.

The allocations of the transaction price are based on the price of stand-alone warranty contracts sold in the ordinary course of business. The advance consideration received from customers for the warranty services is a contract liability that is recognized ratably over the warranty period. As of June 30, ~~2020,~~2021, the ~~$163~~$51 of short-term contract liabilities is presented as deferred revenues and the ~~$51~~$18 of long-term contract liabilities is presented within Other Liabilities on the ~~Condensed Consolidated Balance Sheet.~~condensed consolidated balance sheet. For the three and six months ended June 30, 2021, and 2020, the Company recognized $20 and $54, and $53 and $110 respectively, as revenue from amounts classified as contract liabilities (i.e. deferred revenues), as of December 31, 2020, and 2019.

With respect to contract acquisition costs, the Company applied the practical expedient and expenses these costs immediately.

The Company records co-pay reimbursements made to patients receiving laser treatments as a reduction of revenue. For the three and six months ended June 30, ~~2020,~~2021, and ~~2019,~~2020, the Company recorded such reimbursements in the amounts of $186 and $343, and $86 and $254 ~~and $177 and $332~~ respectively.

~~- 12 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

The following tables present the Company’s revenue disaggregated by geographical region for the three and six months ended June 30, ~~2020~~2021 and, ~~2019,~~2020, respectively. 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~~our distributors, primarily in ~~Asia and recurring revenue from our distributor in Korea.~~Asia.

	Three Months Ended June 30, 2021
	Dermatology Recurring Procedures		Dermatology Procedures Equipment		TOTAL
Domestic	$	5,127	$	336	$	5,463
Foreign		325		1,594		1,919
Total	$	5,452	$	1,930	$	7,382

	Six Months Ended June 30, 2021
	Dermatology Recurring Procedures		Dermatology Procedures Equipment		TOTAL
Domestic	$	9,553	$	594	$	10,147
Foreign		578		2,484		3,062
Total	$	10,131	$	3,078	$	13,209

	Three Months Ended June 30, 2020
	Dermatology Recurring Procedures		Dermatology Procedures Equipment		TOTAL
Domestic	$	2,670	$	125	$	2,795
Foreign		126		1,109		1,235
Total	$	2,796	$	1,234	$	4,030

	Six Months Ended June 30, 2020
	Dermatology Recurring Procedures		Dermatology Procedures Equipment		TOTAL
Domestic	$	8,267	$	440	$	8,707
Foreign		230		1,823		2,053
Total	$	8,497	$	2,263	$	10,760

Three Months Ended
June 30, 2019

Dermatology Recurring Procedures Dermatology Procedures Equipment TOTAL
Domestic

$
5,839

$
378

$
6,217

Foreign

-

1,508

1,508

Total

$
5,839

$
1,886

$
7,725

Six Months Ended
June 30, 2019

Dermatology Recurring Procedures Dermatology Procedures Equipment TOTAL
Domestic

$
11,151

$
702

$
11,853

Foreign

-

3,355

3,355

Total

$
11,151

$
4,057

$
15,208

~~- 13 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

The following table summarizes the Company’s expected future undiscounted fixed treatment code payments from international recurring revenue customers as of June 30,

Remaining 2021	$	655
2022		1,311
2023		1,234
2024		857
2025		140
Thereafter		0
Total	$	4,197

Remaining 2020
$
244

2021
474

2022
474

2023
405

2024
178

Thereafter
-

Total
$
1,775

Note 4

Inventories:

Inventories consist of:

June 30, 2020 December 31, 2019
Raw materials and work-in-process
$
2,756

$
2,651

Finished goods
714

376

Total inventories
$
3,470

$
3,027

	June 30, 2021		December 31, 2020
Raw materials and work-in-process	$	2,877	$	2,949
Finished goods		172		495
Total inventories	$	3,049	$	3,444

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:

Property and equipment consist of:

	June 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020
Lasers placed-in-service	$	21,553		$	20,925		$	24,147		$	22,942
Equipment, computer hardware and software		146			146			224			146
Furniture and fixtures		234			234			262			243
Leasehold improvements		26			26			43			43
		21,959			21,331			24,676			23,374
Accumulated depreciation and amortization		(16,960	)		(15,962	)		(18,745	)		(17,845	)
Property and equipment, net	$	4,999		$	5,369		$	5,931		$	5,529

Depreciation and related amortization expense was $520 and $1,001, and $495 and $1,081 ~~and $691 and $1,442, respectively~~ for the three and six months ended June 30, ~~2020,~~2021, and ~~2019,~~2020, respectively.

Note 6

Intangible Assets, net:

Set forth below is a detailed listing of definite-lived intangible assets as of June 30, ~~2020:~~2021:

	Balance		Accumulated Amortization			Intangible assets, net
Core technology	$	5,700	$	(3,420	)	$	2,280
Product technology		2,000		(2,000	)		0
Customer relationships		6,900		(4,140	)		2,760
Tradenames		1,500		(900	)		600
	$	16,100	$	(10,460	)	$	5,640

~~- 14 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

Balance
Accumulated
Amortization

Intangible
assets, net

Core technology

$
5,700

$
(2,850
)

$
2,850

Product technology

2,000

(2,000
)

-

Customer relationships

6,900

(3,450
)

3,450

Tradenames

1,500

(750
)

750

$
16,100

$
(9,050
)

$
7,050

Related amortization expense was ~~$453~~$353 and ~~$905~~$705, and ~~$452~~$453 and $905 for the three and six months ended June 30, ~~2020~~2021, and ~~2019,~~2020, respectively.

Definite-lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset group may not be recoverable. The Company recognizes an impairment loss when and to the extent that the recoverable amount of an asset group is less than its carrying value. There were no0 impairment charges for the ~~three and~~ six months ended June 30, ~~2020.~~2021.

Estimated amortization expense for the above amortizable intangible assets for future periods is as follows:

Remaining 2020	$	705
2021		1,410
Remaining 2021			$	705
2022		1,410		1,410
2023		1,410		1,410
2024		1,410		1,410
2025		705		705
Total	$	7,050	$	5,640

Note 7

Other Accrued Liabilities:

Other accrued liabilities consist of:

	June 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020

Accrued warranty, current	$	119	$	170	$	67	$	87
Accrued compensation, including commissions and vacation		1,000		1,193		1,336		891
Accrued state sales, use and other taxes		3,097		3,193		3,154		3,105
Accrued professional fees and other accrued liabilities		487		578		544		607
Total other accrued liabilities	$	4,703	$	5,134	$	5,101	$	4,690

Accrued State Sales and Use Tax

In the ordinary course of business, the Company is, from time to time, subject to audits performed by state taxing authorities. These actions and proceedings are generally based on the position that the arrangements entered into by the Company are subject to sales and use tax rather than exempt from tax under applicable law. The Company uses estimates when accruing its sales and use tax ~~liability and all~~liability. All of the Company’s tax positions are subject to audit. One state has assessed the Company, in 2 assessments, an aggregate amount of ~~$801~~$1,484 for the period from March 2014 through ~~August 2017.~~February 2020, including penalties and interest. The Company has declined an informal offer to settle at a substantially lower amount, and ~~is currently~~the Company appealed in that jurisdiction’s administrative process of appeal.

In January 2021, the Company received notification that the administrative judge from the respective state had issued an opinion finding in favor of the Company that the sale of XTRAC treatment codes were not taxable as sales tax with respect to the first assessment. The jurisdiction has filed an appeal of the administrative law judge’s finding, and the appeal is in process.

A second jurisdiction has made an assessment of $720 from June 2015 through March 2018 plus interest of $171 through April 2020. The Company is ~~currently~~ also in that jurisdiction’s administrative process of ~~appeal.~~appeal and the timing of the process has been impacted by the COVID-19 pandemic. If there is a determination that the true object of the Company’s recurring revenue model is not exempt from sales taxes and is not ~~equivalent to~~a prescription medicine or the Company does not have other defenses where the Company does not prevail, the Company may be subject to sales taxes in those particular states for previous years and in the future, plus potential interest and ~~penalties for failure to pay such taxes.~~penalties.

~~- 15 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

The Company believes its state sales and use tax accruals have properly recognized such that if the Company’s arrangements with customers are deemed more likely than not that the Company would not be exempt from sales tax in a particular state are the basis for measurement of the state sales and use tax is calculated in accordance with ASC 405, Liabilities as a transaction tax. If and when the Company is successful in defending itself or in settling the sales tax obligation for a lesser amount, the reversal of this liability is to be recorded in the period the settlement is reached. However, the precise scope, timing and time period at issue, as well as the final outcome of any audit and actual settlement remains uncertain.

The Company records state sales tax collected and remitted for its customers on equipment sales on a net basis, excluded from revenue. The Company’s sales tax expense that is not presently being collected and remitted for the recurring revenue business ~~are~~is recorded in general and administrative expenses on the condensed consolidated statements of operations.

Accrued Warranty Costs

The Company offers a standard warranty on product sales generally for a one to ~~two-year~~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 consolidated balance sheet. The activity in the warranty accrual during the three and six months ended June 30, ~~2020~~2021 and, ~~2019,~~2020, is summarized as follows:

Note 8

~~Notes~~

Note Payable

On December 30, ~~2019,~~2020, the Company ~~closed on a~~renewed its $7,275 loan with a commercial bank pursuant to a one-year Fixed Rate – Term Promissory Note (the “Note”). The ~~Company's~~Company’s obligations under the Note are secured by an Assignment and Pledge of Time Deposit (the “Agreement”), under which the Company has pledged to the commercial bank the proceeds of a time deposit account in the amount of the loan and recorded the time deposit and accrued interest as restricted cash on the balance sheet. The principal is due on December 30, ~~2020~~2021 with no penalties for prepayments. The interest rate is fixed at ~~2.79%~~1.40%. The secured time deposit has a fixed interest rate of ~~1.79%~~0.40%. The Company concurrently fully repaid (including payment of termination and exit fees) its then existing long-term debt credit facility with Midcap Financial Trust (“MidCap”). The transaction was accounted for as a debt extinguishment.

Note 9

Long-term Debt:

~~The following summarizes the Company’s long-term debt:~~

June 30, 2020
Term notes
$
2,528

Less: current portion
(799
)
Total long-term debt
$
1,729

~~- 16 -~~

~~STRATA SKIN SCIENCES, INC. AND SUBSIDIARY~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands, except share and per share amounts and number of lasers)~~

~~(unaudited)~~

~~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 and the lenders listed therein. Under the Credit Agreement, the credit facility could be drawn down in two tranches, the first of which was drawn for $10,500 on December 30, 2015. The second tranche was drawn for $1,500 on January 29, 2016. The maturity date of the credit facility was December 1, 2020. The Company's obligations under the credit facility were secured by a first priority lien on all the Company's assets. This credit facility had an interest rate of one-month LIBOR plus 8.25% and included both financial and non-financial covenants, including a minimum net revenue covenant. On November 10, 2017, the minimum net revenue covenant was amended prospectively and there was an increase in the exit fee. Additionally, on November 10, 2017, the Company entered into an amendment to modify the principal payments including a period of six months where there were 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 U.S. 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.

Paycheck Protection Program Loan

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 then existing $10,571 credit facility. The terms of the credit facility were amended to impose less restrictive covenants and lower prepayment fees for the Company and extended the maturity date to May 2022. The Amendment modified the principal payments including a period of 18 months where there were no principal payments due. Principal payments beginning December 2019 were $252 plus interest per month. The interest rate on the credit facility was one-month LIBOR plus 7.25%. The Company was in compliance with all covenants as of December 31, 2018. On April 30, July 15, August 26, and October 15, 2019, the Company received waivers from Midcap as administrative agent for the lenders who are party to the Agreement, wherein the lenders waived the Company’s compliance with the obligation to deliver audited financial statements within 120 days of year-end pursuant to the Credit Agreement. The waivers were effective through November 7, 2019. The Company delivered the audited financial statements on or about October 29, 2019 to cure the event of default.

~~These amendments had been accounted for as debt modifications as the present value of the cash flows changed by less than 10%.~~

~~All borrowings under the Credit Facility were fully repaid in connection with the execution of a Fixed Rate-Promissory Note on December 30, 2019.~~

On April 22, 2020, the Company closed a loan of $2,028 (the “PPP loan”) from a commercial bank, pursuant to the Paycheck Protection Program (“PPP”) administered by the Small Business Administration (the “SBA”) pursuant to the CARES Act. The PPP loan ~~matures~~would have matured on May 1, 2022 and ~~bears~~bore an interest rate of 1% per annum. Payments of principal and interest of any unforgiven balance was scheduled to commence December 1, ~~2020. Under~~2020, but was deferred until the ~~Paycheck Protection Program Flexibility Act~~SBA approved of ~~2020 (the “PPP Flexibility Act”), (i)~~ the ~~first payment date for~~forgiveness amount. In the second quarter of 2021, the Company received notification that the PPP loan ~~will be~~had been forgiven. The Company recorded a gain on extinguishment of debt in the ~~earlier of (a) 10 months after the end of the “covered period” (as determined under the PPP) or (b) the date the bank receives a remittance of the forgiven~~ amount ~~from the SBA, and (ii) the PPP loan’s maturity is extended to five years (from 2 years).~~

All or a portion of the PPP loan may be forgiven by the lender upon application by the Company beginning 60 days after loan approval and upon documentation of expenditures in accordance with the requirements set forth by the SBA pursuant to the CARES Act. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during either, at the Company’s election, the eight-week period or twenty-four week period beginning on the date of disbursement of proceeds from the PPP loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100 prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced, under certain circumstances, if full-time headcount declines, or if salaries and wages for employees with salaries of $100 or less annually are reduced. In the event the PPP loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. ~~The balance~~ of the loan ~~at June 30, 2020 was~~of $2,028.

~~- 17 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

Economic Injury Disaster Loan

On May 22, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is up to $500, with proceeds to be used for working capital purposes and is collateralized by all the Company’s assets. On June 12, 2020, the Company received these funds from the SBA. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, ~~are~~were originally due monthly beginning March 26, 2021 (twelve months from the date of the promissory note) in the amount of $2. In March 2021, the SBA deferred payments on the EIDL loans by an additional 12 months. The balance of principal and interest is payable over the next thirty years from the date of the promissory note. There are no penalties for prepayment. Based upon guidance issued by the SBA on June 19, 2020, the EIDL Loan iswas not required to be refinanced by the PPP loan. The balance of the loan at June 30, ~~2020~~2021 was $500.

Note 10

Warrants:

~~The Company accounts for warrants that require net cash settlement upon change of control of~~

At December 31, 2020, the Company ~~as liabilities instead of equity. During the three months ended June 30, 2020, warrants to purchase 600,000 shares of~~had 19,812 outstanding common stock ~~with~~warrants at an exercise price of $3.75 expired. During the three and six months ended June 30, 2019, warrants to purchase 265,947 and 137,143 shares of common stock each with an exercise price of $3.75 per share were accounted for as derivatives.$5.30. These warrants expired on ~~February 5, 2019 and April 30, 2019, respectively. These derivatives had de minimus fair values and there was no change in fair value for the three and six months ended June 30, 2019.~~

~~Outstanding~~January 29, 2021. There are 0 outstanding common stock warrants at June 30, ~~2020 consist of the following:~~2021.

Issue Date Expiration Date Total Warrants Exercise Price
December 30, 2015 December 30, 2020
130,089

$
5.65

January 29, 2016 January 29, 2021
19,812

$
5.30

149,901

Note 11

Stock-based Compensation:

As of June 30, ~~2020,~~2021, the Company had options to purchase ~~4,908,038~~6,925,478 shares of common stock outstanding with a weighted-average exercise price of ~~$1.90.~~$1.83. As of June 30, ~~2020,~~2021, options to purchase ~~2,906,381~~4,510,555 shares are vested and exercisable. ~~There~~On July 7, 2021, the shareholders approved an amendment to the 2016 Omnibus Incentive Plan to increase the number of shares of common stock for issuance by 2,700,000 and therefore there are ~~441,774~~2,741,774 shares remaining available for issuance in the form of future equity ~~awards as of June 30, 2020.~~awards. There were ~~119,930~~71,934 restricted stock units ~~outstanding~~vested and unissued as of ~~June 30, 2020~~March 31, 2021, which were all issued in April and ~~during the three months ended June 30, 2020, the Company issued 40,547 shares related to restricted stock units.~~May 2021.

Stock-based compensation expense, which is included in general and administrative expense, for the three and six months ended June 30, 2021 and 2020, was $581 and ~~2019, was~~$1,243, and $410 and $840 ~~and $303and $626,~~ respectively. As of June 30, ~~2020,~~2021, there was ~~$2,010~~$2,641 in unrecognized compensation expense, which will be recognized over a weighted average period of ~~0.97~~1.28 years.

On February 28, 2021, in connection with the separation of the Company’s Chief Executive Officer, the Company accelerated the vesting of all unvested options to purchase shares of common stock and extended the period to exercise to August 22, 2021. This acceleration and the extension of the period to vest met the modification criteria for accounting purposes. For these modifications, the Company calculated and recorded the additional compensation expense of $173.

On March 1, 2021, the Company granted an option to purchase 1,632,590 shares of common stock to its incoming Chief Executive Officer with a strike price of $1.73 vesting over a three year period, with 544,198 options vesting on the first anniversary of the date of the grant and 136,049 vesting every three months thereafter subject to acceleration of vesting under certain circumstances and expire ten years form the date of the grant. The aggregate fair value of the options granted was $2,103.

In July 2021, the Company issued 128,373 restricted stock units to the board of directors with a fair value of $182, which vested immediately and was related to compensation from June 2020 through July 2021. In addition, the Company issued 149,281 restricted stock units with a fair value of $212, which vest quarterly from June 1, 2021 through June 2022 and issued 20,000 restricted stock units, with a fair value of $28, to a new board member which vest quarterly from April 2021 to April 2022.

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.

Income tax expense of $4 and of $8, and $47 and $135 ~~and benefits of $46 and $89~~ for the three and six months ended June 30, ~~2020~~2021 and, ~~2019,~~2020, respectively, was comprised primarily of changes in deferred tax liability related to goodwill. Goodwill is an amortizing asset according to tax regulations.

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, per share amounts and number of lasers)

(unaudited)

The United States enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the COVID-19 outbreak, which among other things contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company analyzed the impact of the CARES Act and does not foresee a significant impact on its condensed consolidated financial position, results of operations, effective tax rate and cash flows.

~~- 18 -~~

~~STRATA SKIN SCIENCES, INC. AND SUBSIDIARY~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands, except share and per share amounts and number of lasers)~~

~~(unaudited)~~

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~~Company’s ability to utilize its net operating losses in the future. The February 2014, July 2014, June 2015 and May 2018 equity raises by the Company will limit the annual use of these net operating loss carryforwards. 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:

The Company has organized its business into ~~two~~2 operating segments to present 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 usage of its equipment by dermatologists to perform XTRAC procedures. The Dermatology Procedures Equipment segment generates revenues from the sale of equipment, such as lasers and lamp products. 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 June 30, ~~2020~~2021

	Dermatology Recurring Procedures			Dermatology Procedures Equipment			TOTAL			Dermatology Recurring Procedures			Dermatology Procedures Equipment			TOTAL
Revenues	$	2,796		$	1,234		$	4,030		$	5,452		$	1,930		$	7,382
Costs of revenues		1,364			702			2,066			1,635			986			2,621
Gross profit		1,432			532			1,964			3,817			944			4,761
Gross profit %		51.2	%		43.1	%		48.7	%		70.0	%		48.9	%		64.5	%

Allocated operating expenses:
Engineering and product development		225			22			247			319			84			403
Selling and marketing		1,341			101			1,442			2,909			251			3,160
Unallocated operating expenses		-			-			1,890			0			0			2,121
		1,566			123			3,579			3,228			335			5,684
Income (loss) from operations		(134	)		409			(1,615	)		589			609			(923	)
Interest income, net		-			-			(18	)
Income (loss) before income taxes	$	(134	)	$	409		$	(1,633	)
Gain on extinguishment of debt											0			0			2,028
Interest expense, net											0			0			(19	)
										$	589		$	609		$	1,086

~~- 19 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

Six Months Ended June 30, ~~2020~~2021

Dermatology Recurring Procedures Dermatology Procedures Equipment TOTAL
Revenues

$
8,497

$
2,263

$
10,760

Costs of revenues
3,166

1,231

4,397

Gross profit
5,331

1,032

6,363

Gross profit %
62.7
%

45.6
%

59.1
%

Allocated operating expenses:

Engineering and product development
499

40

539

Selling and marketing
4,138

257

4,395

Unallocated operating expenses

-

-

3,992

4,637

297

8,926

Income (loss) from operations

694

735

(2,563
)
Interest income, net

-

-

(17
)
Income (loss) before income taxes

$
694

$
735

$
(2,580
)

	Dermatology Recurring Procedures			Dermatology Procedures Equipment			TOTAL
Revenues	$	10,131		$	3,078		$	13,209
Costs of revenues		3,136			1,599			4,735
Gross profit		6,995			1,479			8,474
Gross profit %		69.0	%		48.1	%		64.2	%

Allocated operating expenses:
Engineering and product development		680			107			787
Selling and marketing		5,711			381			6,092
Unallocated operating expenses		0			0			4,910
		6,391			488			11,789
Income (loss) from operations		604			991			(3,315	)
Gain on extinguishment of debt		0			0			2,028
Interest expense, net		0			0			(41	)
Income (loss) before income taxes	$	604		$	991		$	(1,328	)

Three Months Ended June 30, ~~2019~~2020

Dermatology Recurring Procedures Dermatology Procedures Equipment
TOTAL

Revenues

$
5,839

$
1,886

$
7,725

Costs of revenues

1,733

1,082

2,815

Gross profit
4,106

804

4,910

Gross profit %
70.3
%

42.6
%

63.6
%
Allocated operating expenses:

Engineering and product development
198

37

235

Selling and marketing
2,771

187

2,958

Unallocated operating expenses

-

-

2,700

2,969

224

5,893

Income (loss) from operations

1,137

580

(983
)
Interest expense, net

-

-

(145
)
Income (loss) before income taxes

$
1,137

$
580

$
(1,128
)

	Dermatology Recurring Procedures			Dermatology Procedures Equipment			TOTAL
Revenues	$	2,796		$	1,234		$	4,030
Costs of revenues		1,364			702			2,066
Gross profit		1,432			532			1,964
Gross profit %		51.2	%		43.1	%		48.7	%

Allocated operating expenses:
Engineering and product development		225			22			247
Selling and marketing		1,341			101			1,442
Unallocated operating expenses		0			0			1,890
		1,566			123			3,579
Income (loss) from operations		(134	)		409			(1,615	)
Interest expense, net		0			0			(18	)
Income (loss) before income taxes	$	(134	)	$	409		$	(1,633	)

~~- 20 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

Six Months Ended June 30, ~~2019~~2020

	Dermatology Recurring Procedures			Dermatology Procedures Equipment			TOTAL			Dermatology Recurring Procedures			Dermatology Procedures Equipment			TOTAL
Revenues	$	11,151		$	4,057		$	15,208		$	8,497		$	2,263		$	10,760
Costs of revenues		3,526			2,163			5,689			3,166			1,231			4,397
Gross profit		7,625			1,894			9,519			5,331			1,032			6,363
Gross profit %		68.4	%		46.7	%		62.6	%		62.7	%		45.6	%		59.1	%

Allocated operating expenses:
Engineering and product development		440			99			539			499			40			539
Selling and marketing		5,539			485			6,024			4,138			257			4,395
Unallocated operating expenses		-			-			5,180			0			0			3,992
		5,979			584			11,743			4,637			297			8,926
Income (loss) from operations		1,646			1,310			(2,224	)		694			735			(2,563	)
Interest expense, net		-			-			(280	)		0			0			(17	)
Income (loss) before income taxes	$	1,646		$	1,310		$	(2,504	)	$	694		$	735		$	(2,580	)

Note 14

Significant Customer Concentration:

For the three and six months ended June 30, 2021, revenues from sales to one of the Company’s distributors were $797 and $1,480, and 10.8% and 11.2%, respectively, of total revenue for such period.

For the three and six months ended June 30, 2020, revenues from the sales to the Company’s international master distributor were $807 and $1,303, or 20% and 12%, respectively, of total ~~revenue for such period.~~

~~At June 30, 2020, the accounts receivable balance from this distributor was $200, or 15% of total net accounts receivable.~~

~~For the three and six months ended June 30, 2019, revenues from sales to the Company’s international master distributor were $1,367 and $3,357, or 18% and 22%, respectively, of total~~ revenues for such period.

No other customer represented more than 10% of total company revenues for the three and six months ended June 30, ~~2020~~2021 and ~~2019.~~2020. No customer represented ~~more than~~ 10% of total accounts receivable as of June 30, ~~2020.~~2021.

Note 15

Commitments:

Leases

The Company recognizes right-of-use assets (“ROU assets”) and operating lease liabilities when it obtains the right to control an asset under a leasing arrangement with an initial term greater than twelve months. The Company adopted the short-term accounting election for leases with a duration of less than one year. The Company leases its facilities and certain IT and office equipment under non-cancellable operating leases. All of the ~~Company's~~Company’s leasing arrangements are classified as operating leases with remaining lease terms ranging from 1 to 54 years, and one facility lease has a renewal option for two years. Renewal options have been excluded from the determination of the lease term as they are not reasonably certain of exercise. ~~The~~On May 1, 2019, the Company entered into an addendum with FR National Life, LLC for the Carlsbad, ~~facility. The extension~~California facility for five years which began on October ~~1, 2019 for five years and was executed on May~~ 1, 2019. Included in cash flows provided by operations for the six months ended June 30, ~~2020,~~2021, and ~~2019,~~2020, there was amortization of right-of-use assets of $174 and $159, ~~and $147,~~ respectively.

Operating lease costs were $107 and $223, and $112 and ~~$116 and~~ $224 ~~and $227~~ for the three and six months ended June 30, ~~2020~~2021, and ~~2019,~~2020, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was ~~$114~~$115 and ~~$207, and $110 and $204~~$231 for the three and six months ended June 30, ~~2020~~2021 and, ~~2019,~~2020, respectively. As of June 30, ~~2020,~~2021, the incremental borrowing rate was ~~9.76 %~~9.76% and the weighted average remaining lease term was ~~3.6~~2.6 years. The following table summarizes the Company’s operating lease maturities as of June 30, ~~2020:~~2021:

~~- 21 -~~

Table of Contents

STRATA SKIN SCIENCES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share, ~~and~~ per share amounts and number of lasers)

(unaudited)

For the year ending December 31,	Amount
Remaining 2021	$	239
2022		371
2023		242
2024		186
Total remaining lease payments		1,038
Less: imputed interest		(142	)
Total lease liabilities	$	896

For the year ending December 31, Amount
Remaining 2020
$
228

2021
456

2022
371

2023
242

2024
186

Total remaining lease payments
1,483

Less: imputed interest
(234
)
Total lease liabilities
$
1,249

Contingencies:

In the ordinary course of business, the Company is routinely defendants in or parties to pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants. These actions and proceedings are generally based on alleged violations of employment, contract and other laws. In some of these actions and proceedings, claims for substantial monetary damages are asserted against the Company. In the ordinary course of business, the Company is also subject to regulatory and governmental examinations, information gathering requests, inquiries, investigations, and threatened legal actions and proceedings. In connection with formal and informal inquiries by federal, state, local and foreign agencies, the Company receives numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of its activities.

~~- 22 -~~

Note 16

Subsequent Events:

In July 2021, the Company issued 128,373 restricted stock units to the board of directors, which vested immediately and was related to compensation from June 2020 through June 1, 2021. In addition, the Company issued 149,281 restricted stock units which vest from June 1,2021 through June 2022 and issued 20,000 restricted stock units to a new board member which vest from April 2021 to April 2022.

On August 16, 2021, the Company acquired the U.S. dermatology Pharos business from Ra Medical Systems, Inc. for a cash payment of $3,700 for certain assets and the assumption of estimated existing customer warranty and service agreement liabilities and other assumed liabilities. The Company also signed a services agreement to cover services to be provided by Ra Medical Systems.

Table of Contents

~~ITEM 2.~~

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 “Report”). 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 businessincluding the scope and duration of the COVID-19 outbreak and its impact on global economic ~~systems.~~systems. In particular, we encourage you to review the risks and uncertainties described in Part II-Item 1A “Risk Factors” ~~included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and~~ in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. 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 and prices per treatment.

Introduction, Outlook and Overview of Business Operations

STRATA Skin Sciences is a medical technology company in ~~Dermatology and Plastic Surgery~~dermatology 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.

The XTRAC ultraviolet light excimer laser system utilized to treat psoriasis, vitiligo and other skin diseases. The XTRAC excimer laser system received clearance from the United States Food and Drug Administration in 2000 and has since become a widely recognized treatment among dermatologists. The system delivers targeted ~~308um~~308nm ultraviolet light to affected areas of skin, leading to psoriasis clearing and vitiligo repigmentation, following a series of treatments. As of June 30, ~~2020,~~2021, there were ~~789~~848 XTRAC systems placed in dermatologists’ offices in the United States under our dermatology recurring procedure model, ~~a decrease~~an increase from ~~820~~832 at the end of December 31, ~~2019.~~2020. Under the dermatology recurring procedure model, the XTRAC system is placed in a ~~physician's~~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. We believe 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 September 2020, we signed a direct distribution agreement with our Japanese distributor for a combination of direct capital sales and recurring revenue for the country of Japan.

In February 2021, we signed an agreement with our Chinese distributor for a combination of direct capital sales and recurring revenues for the country of China.

Table of Contents

In late 2019, there was an outbreak of a new strain of coronavirus (“COVID-19”) which ~~appears to have originated in Wuhan, China. COVID-19 has since spread to over 100 countries, including every state in the United States.~~ ~~On March 11, 2020, the World Health Organization declared the COVID-19 outbreak~~became a global ~~pandemic~~ ~~and on March 13, 2020 the United States declared a national emergency with respect to COVID-19.~~pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, constrained work force participation and created significant volatility and disruption of financial markets. In addition, the pandemic ~~led~~lead to the suspension of elective procedures in the U.S. and to the temporary closure of many physician ~~practices. While many offices have been reopening,~~practices which are our primary customers. We do not know the extent of the impact on our customers including their potential for permanent closure. While many offices have reopened, the impact of the ongoing COVID-19 pandemic and its variants on ~~the Company’s~~our operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frames, will depend on future developments, including the duration and ongoing spread of the COVID-19 outbreak and its variants, continued or renewed restrictions on ~~travel~~business operations and transport, any governmental and societal responses thereto, including legislative or regulatory as well as the distribution of vaccines and effectiveness of COVID-19 vaccines and the continued impact on worldwide economic and geopolitical conditions, all of which are uncertain and cannot be predicted.

~~- 23 -~~

Domestically, as the procedures in which our devices are used are elective in nature; and as social distancing, travel restrictions, quarantines and other restrictions ~~have become~~became prevalent in the United States, this ~~has~~ had a negative impact on our recurring revenue model and ~~our~~its financial position and cash flow. ~~The impact to the Company’s customers may also result in an increase in past due accounts receivable or customer bankruptcies.~~ The virus has disrupted the supply chain from China and other countries and ~~may continue to do so. We~~we depend upon ~~our~~its supply chain to provide a steady source of components to manufacture and repair our devices. A shut-down of suppliers within our supply chain would severely disrupt our ability to sell, place and repair our products and this would have a material impact on our financial position and cash flow.

To mitigate the impact of COVID-19,~~the Company has~~ we have taken a variety of measures to ensure the availability and functioning of ~~its~~our critical infrastructure by implementing business continuity plans ~~and~~ to promote the safety and security of ~~its~~our employees, while complying with various government mandates, including work-from-home arrangements and social-distancing initiatives to reduce the transmission of COVID-19, ~~such as~~we are providing face masks for employees at facilities significantly impacted and requiring on-site body temperature monitoring before entering ~~certain~~ facilities. In addition, we ~~have~~ created and executed programs utilizing ~~its~~our direct to consumer advertising and call center to contact to patients and partner clinics to restart our partners’ businesses. InTo conserve our cash in order to ~~conserve its cash during this time period,~~mitigate the ~~Company~~ongoing impact of the COVID-19 pandemic, in the second quarter of 2020, we furloughed employees who returned to work after we received proceeds from the PPP Loan. In 2020, we also reduced ~~all~~ discretionary spending ~~reduced all inventory purchases~~ and ~~delayed~~we continue to delay payments to vendors. ~~We continue to manage our expenses and cash disbursements.~~ Delayed payments to vendors were approximately ~~$400 as of March 31, 2020 and cumulatively $781~~$472 as of June 30, 2020. With the receipt of the PPP loan, we brought back most of our employees on a leave of absence. At this time, based on the current regulations issued by the SBA we believe approximately 80% of the loan will be forgiven, but a final reconciliation will need to be completed.2021.

The ongoing COVID-19 pandemic has had a negative impact on ~~the Company’s~~our results of operations and financial performance for the first ~~and second quarter~~half of fiscal ~~2020,~~2021, and ~~the Company expects~~we expect it will continue to have a negative impact on ~~its revenue,~~revenues, earnings and cash flows in ~~the next two quarters of fiscal 2020, and possibly into~~ fiscal 2021. Accordingly, current results and financial condition discussed herein may not be indicative of future operating results and trends.

Table of Contents

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.

In January 2020, we announced the FDA granted clearance of our XTRAC Momentum Excimer Laser Platform.

	•	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~~.
	•	~~In January 2020, we announced the FDA granted clearance of our XTRAC Momentum Excimer Laser Platform.~~
	•	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.

~~- 24 -~~

Recent Developments

~~Korean Distribution Agreement~~

Acquisition of the U.S. dermatology Pharos business of Ra Medical Systems

InOn August 16, 2021, we acquired the ~~third quarter~~Pharos dermatology business from Ra Medical Systems, Inc. for a cash payment of ~~2019, we~~$3,700 for certain assets and the assumption of estimated existing customer warranty and service agreement liabilities and certain other assumed liabilities. We also signed a ~~direct distribution~~services agreement ~~with our Korean distributor for a combination of direct capital sales and recurring revenues for the country of South Korea. This agreement is expected~~ to ~~increase recurring revenues over time, but will have an initial impact of reducing sales of dermatology procedures equipment in the near term as the contract is~~cover services to apply a similar recurring revenue model we have in the United States. The term is for twelve months with up to four additional twelve-month terms subject to certain conditions. For the six months ended June 30, 2019, we recorded approximately $1,200 in dermatology equipment unit sales in Korea and have none in 2020. We have recorded $230 in recurring revenue associated from recurring revenue in South Korea for the six months ended June 30, 2020 and none in 2019.be provided by Ra Medical Systems.

~~MidCap Credit Facility Extinguishment and Fixed Rate-Term Promissory Note~~

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 Financial Trust in 2015. The terms of the credit facility were amended to impose less restrictive covenants and lower prepayment fees for the Company and extended the maturity date to May 2022. The Amendment modified the principal payments payable under the Credit Agreement including a period of 18 months where there were no principal payments due. Principal payments beginning December 2019 were $252,000 plus interest per month. The interest rate on the credit facility was one-month LIBOR plus 7.25%.

~~On December 30, 2019, we closed on a $7.3 million loan with a commercial bank pursuant to a one-year Fixed Rate – Term Promissory Note (the “Note”).~~ Our obligations under the Note are secured by an Assignment and Pledge of Time Deposit (the “Agreement”), under which we have pledged, to the commercial bank, the proceeds of a time deposit account in the amount of the loan. We concurrently fully repaid (including payment of termination and exit fees) our existing long-term debt credit facility with Midcap Financial Trust.

Paycheck Protection Program

On April 22, 2020, we closed on a loan of $2.0 million (the “PPP loan”) from a commercial bank, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief and Economic Security Act ~~(The~~(the “Cares Act”). The PPP loan ~~matures~~would have matured on May 1, 2022 and ~~bears~~bore an interest rate of 1% per annum. Payments of principal and interest of any unforgiven balance was scheduled to commence on December 1, ~~2020. Under~~2020, but was deferred until the ~~Paycheck Protection Program Flexibility Act~~SBA approves of ~~2020 (the “PPP Flexibility Act”), (i)~~ the ~~first payment date for~~forgiveness amount.

In the second quarter of 2021, we received notification the PPP loan ~~will be~~had been forgiven and recorded a gain on extinguishment of debt in the ~~earlier of (a) 10 months after the end~~amount of the ~~“covered period” (as determined under the PPP) or (b) the date the bank receives a remittance~~loan of ~~the forgiven amount from the SBA, and (ii) the PPP loan’s maturity is extended to five years (from 2 years).~~

All or a portion of the PPP loan may be forgiven by the lender upon application by STRATA beginning 60 days after loan approval and upon documentation of expenditures in accordance with the requirements set forth by the ~~Small Business Administration~~ (the “SBA”) pursuant to the CARES Act. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during either, at our discretion, the eight-week period or twenty-four week period beginning on the date of disbursement of proceeds from the PPP loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced under certain circumstances if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced. In the event the PPP loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal.$2,028.

Economic Injury Disaster Loan

On May 22, 2020, we executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on ~~the Company’s~~our business. The principal amount of the EIDL Loan is up to ~~$500,000,~~$500, with proceeds to be used for working capital ~~purposes.~~purposes and is collateralized by all of our assets. On June 12, 2020, we received these funds from the SBA. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, ~~are~~were originally due monthly beginning March 26, 2021 (twelve months from the date of the promissory note) in the amount of ~~$2,437.~~$2. In March 2021, the SBA deferred payments on the EIDL loans by an additional 12 months. The balance of principal and interest is payable over the next thirty years from the date of the promissory note. There are no penalties for prepayment. Based upon guidance issued by the SBA on June 19, 2020, the EIDL Loan iswas not required to be refinanced by the PPP loan. The balance of the loan at June 30, 2021 was $500.

~~- 25 -~~

Table of Contents

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies in the six months ended June 30, ~~2020.~~2021. 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, ~~2019,~~2020, of our Annual Report on Form 10-K as filed with the SEC on March ~~17, 2020.~~25, 2021.

Results of Operations

Revenues

The following table presents revenues from our segments for the periods indicated below:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Dermatology Recurring Procedures	$	2,796	$	5,839	$	8,497	$	11,151	$	5,452	$	2,796	$	10,131	$	8,497
Dermatology Procedures Equipment		1,234		1,886		2,263		4,057		1,930		1,234		3,078		2,263
Total Revenues	$	4,030	$	7,725	$	10,760	$	15,208	$	7,382	$	4,030	$	13,209	$	10,760

Dermatology Recurring Procedures

The ongoing COVID-19 pandemic has had a negative impact on ~~the Company’s~~our results for the ~~first and~~adjusted second quarter of 2021 and 2020, and ~~the Company expects~~we expect it will have a negative impact on its revenue for as long as the pandemic continues. Recognized recurring treatment revenue for the three months ended June 30, ~~2020,~~2021, was ~~$2,796,~~$5,452, which we estimate is approximately ~~40,000~~78,000 treatments, with prices between $65 to $95 per treatment compared to recognized recurring treatment revenue for the three months ended June 30, ~~2019,~~2020 of ~~$5,839,~~$2,796, which we estimate is approximately ~~84,000~~40,000 treatments, with prices between $65 to $95 per treatment.

Recognized treatment revenue for the six months ending June 30, ~~2020,~~2021, was ~~$8,497,~~$10,131, which we estimate is approximately ~~122,000~~145,000 treatments with prices between $65 and $95 per treatment compared to recognized treatment revenue for the six months ended June 30, ~~2019,~~2020, of ~~$11,151,~~$8,497, which is approximately ~~159,000~~122,000 treatments with prices between $65 and $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. ~~Separate from the current and potentially on-going impact of the COVID-19 pandemic on XTRAC treatments, we~~We believe that several factors have an 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, our strategy is to continue to execute 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 we believe are afflicted with these diseases. During ~~the COVID-19 pandemic~~2020, we ~~have~~ reduced ~~substantially all discretionary spend including~~our direct to consumer ~~advertising. For the interim,~~advertising spend, but in 2021, subject to governmental responses to variants of COVID-19, we ~~have leveraged our call-center to contact patients on behalf of physicians as our partner clinics have reopened in order to get the patients back into treatment. We do~~ expect ~~to continue~~ to increase spending in the direct-to-patient programs to drive patients to our partner clinics to increase recurring revenue and increase spend in ~~the near future.~~marketing activities as well. The increase in spending on these programs usually precedes the recurring revenue in our past experience as there is a lag between our advertising and patients then receiving treatment, which we estimate to be three to nine months.

Revenues from Dermatology Recurring Procedures are recognized as revenue over the estimated usage period of the agreed upon number of treatments, as the treatments are being used. As of June 30, ~~2020~~2021, and ~~2019,~~2020, we deferred net revenues of ~~$546~~$1,897 and ~~$2,040,~~$546, respectively, which will be recognized as revenue over the remaining usage ~~period.~~period for domestic placements. Lower deferred revenue ~~at June 30,~~from the fourth quarter 2020 ~~will have a negative impact on revenue in~~negatively impacted the ~~third quarter~~first half of ~~2020,~~2021 as compared to the ~~third quarter~~first half of ~~2019.~~2020 when higher deferred revenue favorable impacted that period.

~~- 26 -~~

Table of Contents

~~In the third quarter of 2019, we~~We have recently signed a direct distribution ~~agreement~~contracts with our ~~Korean distributor~~international distributors for a combination of direct capital sales and recurring ~~revenues for~~revenue. If the ~~country of South Korea. We have placed 1 system~~recurring model is accepted in these countries and the ~~second quarter of 2020 under this contract, for a total of 17 systems in South Korea. This agreement is~~business model can be executed by these distributors, these agreements are expected to increase recurring ~~revenues~~revenue over time, but will have an initial impact of reducing sales of dermatology procedures equipment in the near term as the contract is to apply a similar recurring revenue model we have in the United States. For the six months ended June 30, 2019 we recorded approximately $1,200 in dermatology equipment unit sales and have none in 2020.equipment.

Dermatology Procedures Equipment

The ongoing COVID-19 pandemic has had a negative impact on ~~the Company’s~~our results for the first and second ~~quarter~~quarters of 2021 and 2020, and ~~the Company expects~~we expect it will have a negative impact on its revenue for as long as the pandemic continues. For the three months ended June 30, 2021, dermatology equipment revenues were $1,930. Internationally, we sold 14 systems (all XTRAC). Domestically, there were five systems sold during the three months ended June 30, 2021.

For the three months ended June 30, 2020, dermatology equipment revenues were $1,234. Internationally, we sold 5 systems (2 XTRAC and 3 VTRAC). Domestically, there were no XTRAC ~~system~~systems sold during the three months ended June 30, 2020.

For the ~~three~~six months ended June 30, ~~2019,~~2021, dermatology equipment revenues were ~~$1,886.~~$3,078. Internationally, we sold 2216 systems ~~(21 XTRAC and 1 VTRAC)~~(all XTRAC). Domestically, we sold 2five XTRAC systems ~~for~~during the ~~three~~six months ended June 30, ~~2019.~~2021.

For the six months ended June 30, 2020, dermatology equipment revenues were $2,263. Internationally, we sold 10 systems (2 XTRAC and 8 VTRAC). Domestically, we sold 1 XTRAC system ~~during~~for the six months ended June 30, 2020. As a result of the execution of the Korean Distribution Agreement, for the six months ended June 30, 2019 we recorded approximately $1,200 in dermatology equipment unit sales and have sold none in 2020.

For the six months ended June 30, 2019, dermatology equipment revenues were $4,057. Internationally, we sold 45 systems (43 XTRAC and 2 VTRAC). Domestically, we sold 4 XTRAC systems for the six months ended June 30, 2019.

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
June 30,

For the Six Months Ended
June 30,

2020 2019 2020 2019
Dermatology Recurring Procedures
$
1,364

$
1,733

3,166

$
3,526

Dermatology Procedures Equipment
702

1,082

1,231

2,163

Total Cost of Revenues
$
2,066

$
2,815

$
4,397

$
5,689

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Dermatology Recurring Procedures	$	1,635	$	1,364	$	3,136	$	3,166
Dermatology Procedures Equipment		986		702		1,599		1,231
Total Revenues	$	2,621	$	2,066	$	4,735	$	4,397

Gross Profit Analysis

The following tables ~~analyze~~present changes in our gross margin for the periods presented below:

Company Profit Analysis	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Revenues	$	7,382		$	4,030		$	13,209		$	10,760
Percent increase		83.2	%					22.8	%
Cost of revenues		2,621			2,066			4,735			4,397
Percent increase		26.9	%					7.7	%
Gross profit	$	4,761		$	1,964		$	8,474		$	6,363
Gross profit percentage		64.5	%		48.7	%		64.2	%		59.1	%

Gross profit increased to $4,761 for the three months ended June 30, 2021 from $1,964 during the same period in 2020. As a percent of revenue, the gross margin was 64.5% for the three months ended June 30, 2021, as compared to 48.7% for the same period in 2020.

Table of Contents

Gross profit increased to $8,474 for the six months ended June 30, 2021 from $6,363 during the same period in 2020. As a percent of revenue, the gross margin was 64.2% for the six months ended June 30, 2021, as compared to 59.1% for the same period in 2020 and the increase was primarily the result of higher sales due to a reduction of cases in the COVID-19 pandemic.

The following tables present changes in our gross margin, by segment for the periods presented below:

Company Profit Analysis	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Dermatology Recurring Procedures													For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenues	$	4,030		$	7,725		$	10,760		$	15,208		$	5,452		$	2,796		$	10,131		$	8,497
Percent decrease		(47.8	)%					(29.2	)%
Percent increase														95.0	%					19.2	%
Cost of revenues		2,066			2,815			4,397			5,689			1,635			1,364			3,136			3,166
Percent decrease		(26.6	)%					(22.7	)%
Percent increase (decrease)														19.9	%					(0.9	%)
Gross profit	$	1,964		$	4,910		$	6,363		$	9,519		$	3,817		$	1,432		$	6,995		$	5,331
Gross profit percentage		48.7	%		63.6	%		59.1	%		62.6	%		70.0	%		51.2	%		69.0	%		62.7	%

~~- 27 -~~

Gross profit decreased to $1,964 for the three months ended June 30, 2020, from $4,910 during the same period in 2019. As a percent of revenue, the gross margin was 48.7% for the three months ended June 30, 2020, as compared to 63.6% for the same period in 2019.

Gross profit decreased to $6,363 for the six months ended June 30, 2020, from $9,519 during the same period in 2019. As a percent of revenue, the gross margin was 59.1% for the six months ended June 30, 2020, as compared to 62.6% for the same period in 2019 and the decrease was primarily the result of lower sales due to the COVID-19 pandemic, fixed costs in manufacturing and lower production.

Dermatology Recurring Procedures

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2020 2019 2020 2019
Revenues

$
2,796

$
5,839

$
8,497

$
11,151

Percent decrease
(52.1
)%

(23.8
)%

Cost of revenues
1,364

1,733

3,166

3,526

Percent decrease
(21.3
)%

(10.2
)%

Gross profit
$
1,432

$
4,106

$
5,331

$
7,625

Gross profit percentage
51.2
%

70.3
%

62.7
%

68.4
%

The primary reasons for the ~~decrease~~increase in gross profit for the three and six months ended June 30, ~~2020, as compared to the same periods in 2019,~~2021 was the result of ~~lower~~higher sales, ~~due~~partially offset by higher depreciation expenses in the second quarter of 2021 and partially offset by an unfavorable impact of deferred revenue in 2021 as compared to ~~the COVID-19 pandemic, fixed costs in manufacturing and lower production.~~2020.

Dermatology Procedures Equipment	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenues	$	1,234		$	1,886		$	2,263		$	4,057		$	1,930		$	1,234		$	3,078		$	2,263
Percent decrease		(34.6	)%					(44.2	)%
Percent increase														56.4	%					36.0	%
Cost of revenues		702			1,082			1,231			2,163			986			702			1,599			1,231
Percent decrease		(35.1	)%					(43.1	)%
Percent increase														40.5	%					29.9	%
Gross profit	$	532		$	804		$	1,032		$	1,894			944		$	532		$	1,479		$	1,032
Gross profit percentage		43.1	%		42.6	%		45.6	%		46.7	%		48.9	%		43.1	%		48.1	%		45.6	%

The primary reason for the change in gross margin percent for the three and six months ended June 30, ~~2020,~~2021 as compared to the same ~~periods~~period in ~~2019~~2020 was the result of ~~lower sales due to the COVID-19 pandemic, fixed costs in manufacturing~~product mix and ~~lower production.~~higher sales.

Engineering and Product Development

~~Engineering~~For the three months ended June 30, 2021, engineering and product development expenses were $403 as compared to $247 for the three months ended June 30, ~~2020, increased to $247 from $235 for the three months ended June 30, 2019 consistent between the quarters.~~2020. Engineering and product development costs for the six months ~~ended~~ending June 30, ~~2020 was $539 as~~2021 were $787, compared to $539 for the six months ended June 30, ~~2019. Expenses~~2020. Engineering and product development costs were ~~consistent for the three and six months ended June 30, 2020 and 2019.~~higher primarily as a result of consulting costs associated with certain development projects.

Selling and Marketing Expenses

As of June 30, ~~2020~~2021, our sales and marketing personnel consisted of 5960 full-time positions, inclusive of a vice president of sales, 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.

For the three months ended June 30, ~~2020,~~2021, selling and marketing expenses were ~~$1,442~~$3,160 as compared to ~~$2,958~~$1,442 for the three months ended June 30, ~~2019.~~2020. For the six months ended June 30, ~~2020~~2021 selling and marketing costs were ~~$4,395~~$6,092 as compared to ~~$6,024~~$4,395 for the six months ended June 30, ~~2019.~~2020. Sales and marketing expenses for the three and six months ended June 30, ~~2020~~2021 were ~~lower,~~higher, as compared to the same periods in ~~2019,~~2020, as ~~the Company~~we made investments in sales and marketing and direct to consumer advertising, while in 2020 we managed ~~its~~our costs due to the downturn in business as a result of the COVID-19 pandemic, with lower tradeshow costs, compensation costs and ~~direct to consumer~~direct-to-consumer advertising costs.

~~- 28 -~~

Table of Contents

General and Administrative Expenses

For the three months ended June 30, ~~2020,~~2021, general and administrative expenses ~~decreased~~increased to ~~$1,890~~$2,121 from ~~$2,700~~$1,890 for the three months ended June 30, ~~2019.~~2020. For the six months ended June 30, ~~2020~~2021 general and administration costs were ~~$3,992 as~~$4,910 compared to ~~$5,180~~$3,992 for the six months ended June 30, ~~2019.~~2020. General and administrative expenses were ~~lower~~higher for the three and six months ended June 30, 2021, as compared to the same periods in 2020, as a result of higher compensation, severance and stock option costs, primarily as a result of the CEO transition in the first quarter of 2021.

Other income (expense), net

Other income for the three and six months ended June 30, 2021 was $2,009 and $1,987 as compared to an expense of $18 and $17 for the three and six months ended June 30, 2020, ~~as compared to~~respectively. In the ~~same periods~~second quarter of 2021, we received notification the PPP loan had been forgiven and recorded a gain on extinguishment of debt in ~~2019, primarily as a result~~the amount of ~~lower audit, legal and consulting costs in connection with our change in auditors in 2019.~~the loan of $2,028.

~~Interest Expense, Net~~Income Taxes

~~Interest~~We recognized income tax expense ~~net~~of $4 for the three months ended June 30, ~~2020, was $18 compared to expense, net of $145 in the three months ended June 30, 2019. Interest expense for the six months ended June 30, 2020, was $17~~2021 as compared to $280 for the six months ended June 30, 2019. The reduction in interest expense for the three and six months ended June 30, 2020 compared to June 30, 2019, was the result of the payoff of our MidCap debt and its replacement with a lower interest rate note payable in December 2019.

~~Income Taxes~~

~~The Company recognized income tax expense of~~ $47 for the three months ended June 30, 2020, ~~and a $46 tax benefit for the three months ended June 30, 2019,~~ all of which were comprised primarily of changes in deferred tax liability related to goodwill. ~~The Company~~Our pre-tax income for the three months ended June 30, 2021 was the result of a gain on extinguishment of debt as a result of the forgiveness of the PPP loan. There are no federal and state taxes on the PPP loan forgiveness so therefore there was no impact on our income taxes. We recognized an income tax expense of $8 for the six months ended June 30, 2021 as compared to $135 for the six months ended June 30, 2020 ~~and an $89 tax benefit for the six months ended June 30, 2019~~ all of which were comprised primarily of changes in deferred tax liability related to goodwill.

Non-GAAP adjusted EBITDA

We have determined to supplement our condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), presented elsewhere within this report, with certain non-GAAP measures of financial performance. These non-GAAP measures include non-GAAP adjusted EBITDA, “Earnings Before Interest, Taxes, Depreciation, and Amortization.”

This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for Net Earnings (Loss) determined in accordance with U.S. GAAP, and should not be considered in isolation or as a substitute for analysis of the ~~Company's~~Company’s results as reported under U.S. GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. We consider these non-GAAP measures in addition to our results prepared under current accounting standards, but they are not a substitute for, nor superior to, U.S. GAAP measures. These non-GAAP measures are provided to enhance readers’ overall understanding of our current financial performance and to provide further information for comparative purposes. This supplemental presentation should not be construed as an inference that the ~~Company's~~Company’s future results will be unaffected by similar adjustments to Net Earnings (Loss) determined in accordance with U.S. GAAP. Specifically, we believe the non-GAAP measures provide useful information to management and investors by isolating certain expenses, gains and losses that may not be indicative of our core operating results and business outlook. In addition, we believe non-GAAP measures enhance the comparability of results against prior periods. Reconciliation to the most directly comparable U.S. GAAP measure of all non-GAAP measures included in this report is as follows:

	For the Three Months Ended June 30,						For the Six Months Ended June 30
	2021			2020			2021			2020

Net income (loss)	$	1,082		$	(1,680	)	$	(1,336	)	$	(2,715	)

Adjustments:
Depreciation/amortization*		961			1,028			1,880			2,145
Income taxes		4			47			8			135
Loss on lasers placed in service		63			19			63			19
Gain on extinguishment of debt		(2,028	)		-			(2,028	)		-
Interest expense, net		19			18			41			17
Non-GAAP EBITDA		101			(568	)		(1,372	)		(399	)
Stock compensation		581			410			1,243			840
Non-GAAP adjusted EBITDA	$	682		$	(158	)	$	(129	)	$	441

~~- 29 -~~

For the Three Months Ended
June 30,

For the Six Months Ended
June 30

2020 2019 2020 2019

Net Loss
$
(1,680
)

$
(1,082
)

$
(2,715
)

$
(2,415
)

Adjustments:
Depreciation/amortization*
1,028

1,197

2,145

2,494

Income taxes
47

(46
)

135

(89
)
Interest expense, net
18

145

17

280

Non-GAAP EBITDA
(587
)

214

(418
)

270

Stock compensation
410

303

840

626

Non-GAAP adjusted EBITDA
$
(177
)

$
517

$
422

$
896

*Includes depreciation of lasers placed-in-service of $506 and $975 and $463 and $1,029 ~~and $683 and $1,425~~ for the three and six months ended June 30, ~~2020~~2021 and, ~~2019,~~2020, respectively.

Table of Contents

Liquidity and Capital Resources

As of June 30, ~~2020,~~2021, we had ~~$7,288~~$5,683 of working capital compared to ~~$6,121~~$5,993 as of December 31, ~~2019.~~2020. The change in working capital was primarily the result of ~~cash received from long term~~higher accrued expenses, the extinguishment of debt ~~and lower deferred revenue partially offset by~~for the forgiveness of the PPP loan, lower accounts ~~receivable as a result of lower sales~~receivables and ~~improved collections.~~inventories. Cash, cash equivalents and restricted cash were ~~$18,628~~$17,033 as of June 30, ~~2020,~~2021, as compared to ~~$15,629~~$18,112 as of December 31, ~~2019.~~2020. As a result of cash conservation measures implemented after the COVID-19 outbreak, we delayed payment of approximately ~~$400~~$472 in ~~trade~~ payables from the first quarter ~~and a cumulative $781 from~~into the second quarter. ~~As discussed above under “Recent Developments” in more detail, we:~~

~~refinanced our long-term debt credit facility with MidCap Financial Trust in December 2019 by obtaining the Note with a commercial bank;~~

~~obtained~~On April 22, 2020, we closed on the PPP loan of $2.0 million from a commercial bank, pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP loan would have matured on ~~April 22, 2020;~~May 1, 2022 and

bore an interest rate of 1% per annum. Payments of principal and interest of any unforgiven balance was scheduled to commence December 1, 2020, but was deferred until the SBA approves of the forgiveness amount.

In the second quarter of 2021, the Company received notification the PPP loan had been forgiven. The Company recorded a gain on extinguishment of debt in the amount of the loan of $2,028.

In June 2020, we obtained an EIDL loan with principal amount of $500. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, were originally due monthly beginning March 26, 2021 (twelve months from the date of the promissory note) in the amount of $2. In March of 2021, the SBA deferred payments on the EIDL loans by an additional 12 months. The balance of principal and interest is payable over the next thirty years from the date of the promissory note. There are no penalties for prepayment. Based upon guidance issued by the SBA on June 19, 2020, the EIDL Loan ~~on May 22, 2020, which~~ was ~~fully funded on~~not required to be refinanced by the PPP loan. The balance of the loan at June ~~12, 2020.~~

30, 2021 was $500.

We have been negatively impacted by the ongoing COVID-19 pandemic, have historically experienced recurring losses and have been dependent on raising capital from the sale of securities in order to continue to operate and meet our obligations in the ordinary course of business. Since the equity financing in May 2018 and ~~the change in management,~~pre-COVID, we have improved revenues and gross profit, generated positive cash flow from operations, refinanced our debt at a lower interest ~~rate and~~rate. During the COVID-19 pandemic, we received cash proceeds from the PPP loan, which was forgiven, and the EIDL loan. Management believes that ~~the Company’s~~our cash and cash equivalents, combined with the anticipated revenues from the sale or use of ~~the Company’s~~our products and the proceeds from the PPP loan and the EIDL loan, will be 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 date of the issuance of these unaudited condensed consolidated financial statements. However, the negative impact of the ongoing COVID-19 outbreak and its variants on the financial markets could interfere with our ability to access financing and on favorable terms.

Net cash and cash equivalents and restricted cash provided by operating activities was ~~$1,201~~$387 for the six months ended June 30, ~~2020,~~2021, compared to cash provided by operating activities of ~~$406~~$1,201 the six months ended June 30, ~~2019.~~2020. The ~~increase~~decrease in cash flows provided by operating activities for the six months ended June 30, ~~2020~~2021 was the result of a higher net loss, after adjusting for the gain on extinguishment of debt, decrease in cash ~~flow from~~provided by accounts receivable partially offset by a decrease ~~of deferred revenue.~~in inventory, accounts payable and an increases in accrued expenses.

Net cash and cash equivalents and restricted cash used in investing activities was $1,466 for the six months ended June 30, 2021, compared to cash used in investing activities of $730 for the six months ended June 30, ~~2020, compared to cash used in investing activities of $952 for the six months ended June 30, 2019.~~2020. The ~~decrease~~increase is the result of ~~less~~the cost of lasers placed in service in ~~the first half of 2020~~2021 as compared to ~~the first half~~2020, and other purchases of ~~2019.~~

~~Net cash~~property and ~~cash equivalent provided by financing activities was $2,528 as a result of the proceeds from the PPP loan and EIDL loan.~~equipment.

There were no cash flows from financing activities for the six months ended June 30, ~~2019.~~2021 and $2,528 in net cash from financing activities for the six months ended June 30, 2020 as a result of the proceeds from the PPP loan and EIDL loan.

~~- 30 -~~

Commitments and Contingencies

There were no items, except as described above, that significantly impacted our commitments and contingencies as discussed in the notes to our ~~2019~~2020 annual financial statements included in our Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

At June 30, ~~2020,~~2021, we had no off-balance sheet arrangements.

~~Cautionary Note Regarding Forward-Looking Statements~~

Certain statements in this Report are "forward-looking statements." 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”, “registrant” or “the Company”), and other statements contained in this Report that are not historical facts. The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward-looking statements made by or on behalf of the Company. Forward-looking statements in this Report or hereafter included in other publicly available documents filed with the Securities and Exchange Commission, or the Commission, reports to our stockholders and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations. When used in this Report, the words "will, " "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" or the negative of such terms and similar expressions identify statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. Forward-looking statements involve risks, assumptions and uncertainties. There are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed under “~~ITEM 1A. RiskFactors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and~~ ~~"Item 1A Risk Factors" of the 2019 Annual Report on Form 10-K. These forward-looking statements include, but are not limited to, statements about:~~

•	forecasts of future business performance, consumer trends and macro-economic conditions, including the timing and pace of physician practices opening back up and remaining open after the COVID-19 pandemic subsides and/or regional, statewide, or country-wide restrictions are re-imposed, and our ability and its effectiveness to stimulate recurring revenue by generating patient referrals to our provider customers
•	~~descriptions of market and/or competitive conditions;~~
•	~~descriptions of plans or objectives of management for future operations, products or services;~~
•	our estimates regarding the sufficiency of our cash resources, expenses, capital requirements and needs for additional financing, compliance with the terms of the PPP loan and related regulations, the terms of the EIDL loan and our ability to obtain additional financing;
•	~~our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;~~
•	~~our ability to obtain and maintain regulatory approvals of our products;~~
•	~~anticipated results of existing or future litigation;~~
•	~~health emergencies, the spread of infectious diseases; and~~
•	~~descriptions or assumptions underlying or related to any of the above items.~~

~~- 31 -~~

Table of Contents

These risks and uncertainties may be increased or intensified as a result of the COVID-19 pandemic and restrictions intended to slow the spread of COVID-19, including if there is a resurgence of the COVID-19 virus after the initial outbreak subsides. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this Report might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Report, even if subsequently made available by us on our website or otherwise. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. You should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

~~ITEM 3. Quantitative and Qualitative Disclosure about Market Risk~~

ITEM 3.

Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

~~ITEM 4. Controls and Procedures~~

ITEM 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the ~~"Exchange Act"~~“Exchange Act”), as of June 30, ~~2020.~~2021. Based on that evaluation, management has concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Limitations on the Effectiveness of ~~Controls.~~Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met and, as set forth above, our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of our disclosure control system were met.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting in our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~- 32 -~~

PART II - Other Information

~~ITEM 1.~~

ITEM 1.

Legal Proceedings

From time to time in the ordinary course of our business, we may be a party to certain legal proceedings, incidental to the normal course of our business. These may include controversies relating to contract claims and employment related matters, some of which claims may be material, in which case, we will make separate disclosure as required.

Effective August 10, 2020, STRATA Skin Sciences, Inc. (the “Company”) entered into a Settlement Agreement and Release (Settlement Agreement”) with Ra Medical Systems, Inc. (“Ra Medical”), under which the Company and Ra Medical agreed that within five business days of final execution of the Settlement Agreement, the parties are to file stipulations and/or documentation necessary to cause each of the pending lawsuits between them and with other third-parties to be dismissed with prejudice, with each party to bear its own attorneys’ fees and costs. The pending lawsuits are: Strata Skin Sciences, Inc. and Uri Geiger v. Ra Medical Systems, Inc., civil action no. 18-21421, Court of Common Pleas, Montgomery County, Pennsylvania; and Ra Medical Systems, Inc. v. Uri Geiger, Strata Skin Sciences, Inc., and Accelmed Growth Partners, L.P., civil action no. 3:19-cv-00920, United States District Court for the Southern District of California.

Pursuant to the terms of the Settlement Agreement each party agreed to release the opposing parties from any and all claims, demands, and causes of action of any kind whatsoever, whether known or unknown, fixed or contingent, asserted or unasserted, arising in contract, tort, statute, or operation of law, which they now have or ever had against any of the Ra Medical Releasees, from the beginning of time to the date of the Agreement, in any way arising from or relating to the allegations, claims, causes of action, allegations and/or assertions set forth in the pending lawsuits.

~~ITEM 1A.~~

ITEM 1A.

Risk Factors

A description of the risks associated with our business, financial conditions and results of operations is set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2020, and filed with the SEC on March ~~17, 2020 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and filed with the SEC on May13, 2020.~~25, 2021.

~~ITEM 2.~~

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

~~ITEM 3.~~

ITEM 3.

Defaults Upon Senior Securities.

None.

~~ITEM 4.~~

ITEM 4.

Mine Safety Disclosures

None.

~~ITEM 5. Other Information~~

ITEM 5.

Other Information

None.

Table of Contents

~~ITEM 6.~~

ITEM 6.

Exhibits

3.1		Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Registration Statement on Form S-3 (File No. 333-167113), as filed on May 26, 2010).
3.2		Fourth Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 contained in our Form 8-K current report as filed on January 8, 2016).
3.3		Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed on August 7, 2013).
3.4		Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, filed on July 10, 2014).

~~- 33 -~~

3.5		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, filed on February 3, 2014).
3.6		Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, filed on July 23, 2014).
3.7		Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, as filed on September 30, 2015).
3.8		Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, as filed on January 8, 2016).
3.9		Certificate of Designations of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 contained in our Current Report on Form 8-K, as filed on September 25, 2017).
~~10.1~~4.1		~~Paycheck Protection Program Term Note, Disbursement Request & Authorization,~~Fourth Amended and ~~Errors and Omissions Agreement dated April 22, 2020 (incorporated by reference to Exhibit 10.1 contained in our Current Report on Form 8-K, as filed on April 27, 2020).~~Restated Bylaws of STRATA Skin Sciences, Inc.
~~10.2~~		U.S. Small Business Administration Loan Authorization and Agreement, dated as of March 26, 2020 and executed May 22, 2020, between the SBA and the Company (incorporated by reference to Exhibit 10.1 contained in our Current Report on Form 8-K, as filed on May 26, 2020.
~~10.3~~ 31.1		~~U.S. Small Business Administration Note (Secured Disaster Loans), dated as of March 26, 2020 and executed May 22, 2020, by the Company for the benefit of the SBA~~ ~~(incorporated by reference to Exhibit 10.2 contained in our Current Report on Form 8-K, as filed on May 26, 2020)~~
~~10.4~~		U.S. Small Business Administration Security Agreement dated as of March 26, 2020 and executed May 22, 2020, between the SBA and the Company (incorporated by reference to Exhibit 10.3 contained in our Current Report on Form 8-K, as filed on May 26, 2020).

~~10.5~~

~~Settlement Agreement and Release with RA Medical Systems, Inc. (Incorporated by reference to Exhibit 10.1 contained in our Current Report on Form 8-K, as filed on August 11, 2020).~~

~~31.1~~		Rule 13a-14(a) Certificate of Chief Executive Officer
31.2		Rule 13a-14(a) Certificate of Chief Financial Officer
32.1*		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition ~~Linkbase~~Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

STRATA SKIN SCIENCES, INC.

Date August ~~12, 2020~~16, 2021	By:	/s/ ~~Dolev Rafaeli~~ Robert J. Moccia
		Name ~~Dolev Rafaeli~~Robert J. Moccia
	��	Title President & Chief Executive Officer

Date August ~~12, 2020~~16, 2021	By:	/s/ Matthew C. Hill
		Name Matthew C. Hill
		Title Chief Financial Officer

~~- 34 -~~

Part I. Financial Information:			PAGE

	ITEM 1. Financial Statements:
	a.	Condensed Consolidated Balance Sheets as of June 30, ~~2020~~2021 (unaudited) and December 31, ~~2019~~2020	1

	b.	Condensed Consolidated Statements of Operations for the three months ended June 30, ~~2020~~2021 and, ~~2019~~2020 (unaudited)	2

	c.	Condensed Consolidated Statements of Operations for the six months ended June 30, ~~2020~~2021 and, ~~2019~~2020 (unaudited)	3

	d.	Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Equity for the six months ended June 30, ~~2019~~2021 and, 2020 (unaudited)	4

	e.	~~Condensed Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2020~~	5

	f.	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2020~~2021 and, ~~2019~~2020 (unaudited)	65

	g.	Notes to Unaudited Condensed Consolidated Financial Statements	76

	ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2321

	ITEM 3. Quantitative and Qualitative Disclosure about Market Risk		3229

	ITEM 4. Controls and Procedures		3229

Part II. Other Information:

	ITEM 1. Legal Proceedings		3329

	ITEM 1A. Risk Factors		3329

	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		3329

	ITEM 3. Defaults Upon Senior Securities		3329

	ITEM 4. Mine Safety Disclosures		3329

	ITEM 5. Other Information		3329

	ITEM 6. Exhibits		3330

		Signatures	3431

		Certifications	E-31.1

	June 30, 2020			December 31, 2019
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	11,231		$	8,129
Restricted cash		7,397			7,500
Accounts receivable, net of allowance for doubtful accounts of $256 and $184, respectively		1,361			4,386
Inventories		3,470			3,027
Prepaid expenses and other current assets		430			513
Total current assets		23,889			23,555

Property and equipment, net		4,999			5,369
Operating lease right-of-use assets, net		1,155			1,314
Intangible assets, net		7,050			7,955
Goodwill		8,803			8,803
Other assets		314			347
Total assets	$	46,210		$	47,343

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable	$	7,275		$	7,275
Current portion of long-term debt		799			-
Accounts payable		2,451			1,880
Other accrued liabilities		4,703			5,134
Current portion of operating lease liabilities		353			313
Deferred revenues		1,020			2,832
Total current liabilities		16,601			17,434

Long-term liabilities:
Long-term debt, net		1,729			-
Deferred tax liability		135			-
Long-term operating lease liabilities, net		896			1,078
Other liabilities		71			178
Total liabilities		19,432			18,690

Commitments and contingencies (see Note 15)

Stockholders' equity:
Series C Convertible Preferred Stock, $.10 par value, 10,000,000 shares authorized; - and 2,103 shares issued and outstanding at June 30, 2020 and, December 31, 2019, respectively		-			1
Common Stock, $.001 par value, 150,000,000 shares authorized; 33,754,909 and 32,932,273 shares issued and outstanding at June 30, 2020 and, December 31, 2019, respectively		34			33
Additional paid-in capital		244,020			243,180
Accumulated deficit		(217,276	)		(214,561	)
Total stockholders' equity		26,778			28,653
Total liabilities and stockholders’ equity	$	46,210		$	47,343

	June 30, 2021			December 31, 2020
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	9,576		$	10,604
Restricted cash		7,457			7,508
Accounts receivable, net of allowance for doubtful accounts of $206 and $274, respectively		2,854			2,944
Inventories		3,049			3,444
Prepaid expenses and other current assets		526			331
Total current assets		23,462			24,831

Property and equipment, net		5,931			5,529
Operating lease right-of-use assets, net		814			988
Intangible assets, net		5,640			6,345
Goodwill		8,803			8,803
Other assets		249			282
Total assets	$	44,899		$	46,778

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Note payable	$	7,275		$	7,275
Current portion of long-term debt		3			1,478
Accounts payable		2,642			2,764
Other accrued liabilities		5,101			4,690
Current portion of operating lease liabilities		383			369
Deferred revenues		2,375			2,262
Total current liabilities		17,779			18,838

Long-term liabilities:
Long-term debt, net		497			1,050
Deferred tax liability		262			254
Long-term operating lease liabilities, net		513			710
Other liabilities		49			34
Total liabilities		19,100			20,886

Commitments and contingencies (see Note 15)		0			0

Stockholders’ equity:
Series C Convertible Preferred Stock, $0.10 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2021 and, December 31, 2020		0			0
Common Stock, $0.001 par value, 150,000,000 shares authorized; 33,889,239, and 33,801,045 shares issued and outstanding at June 30, 2021 and, December 31, 2020, respectively		34			34
Additional paid-in capital		246,074			244,831
Accumulated deficit		(220,309	)		(218,973	)
Total stockholders’ equity		25,799			25,892
Total liabilities and stockholders’ equity	$	44,899		$	46,778

	Three Months Ended, June 30,						Six Months Ended, June 30,						Three Months Ended, June 30,						Six Months Ended, June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Accrual at beginning of period	$	181		$	272		$	232		$	238		$	85		$	181		$	113		$	232
Additions charged to warranty expense		6			75			9			143			36			6			40			9
Expiring warranties/claimed satisfied		(48	)		(56	)		(102	)		(90	)		(23	)		(48	)		(55	)		(102	)
Total		139			291			139			291			98			139			98			139
Less: current portion		(119	)		(194	)		(119	)		(194	)		(67	)		(119	)		(67	)		(119	)
Total long-term accrued warranty costs	$	20		$	97		$	20		$	97		$	31		$	20		$	31		$	20

Conversion of convertible preferred stock into common stock	(4,775	)		-	1,775,093		2		(2	)		-			-
Stock-based compensation	-			-	-		-		303			-			303
Exercise of stock options	-			-	7,586		-		-
Net loss	-			-	-		-		-			(1,082	)		(1,082	)
BALANCE, June 30, 2019	2,103		$	1	32,903,287	$	33	$	242,611		$	(213,186	)	$	29,459

	Three Months Ended June 30, 2019						Six Months Ended June 30, 2019
	Common Stock			Series C Convertible Preferred Stock			Common Stock			Series C Convertible Preferred Stock

Loss attributable to each class	$	(1,007	)	$	(75	)	$	(2,226	)	$	(189	)

Weighted average number of shares outstanding during the period		31,359,104			6,250			31,033,114			7,093

Basic and Diluted loss per share	$	(0.03	)	$	(11.94	)	$	(0.07	)	$	(26.66	)

	June 30, 2020
Term notes	$	2,528
Less: current portion		(799	)
Total long-term debt	$	1,729

Issue Date	Expiration Date	Total Warrants		Exercise Price
December 30, 2015	December 30, 2020		130,089	$	5.65
January 29, 2016	January 29, 2021		19,812	$	5.30
			149,901