Attached files

file filename
8-K/A - AMENDMENT NO.1 TO FORM 8-K - CYNOSURE INCd8ka.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - CYNOSURE INCdex231.htm
EX-99.4 - UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF CYNOSURE INC - CYNOSURE INCdex994.htm
EX-99.2 - AUDITED FINANCIAL STATEMENTS OF ELEME MEDICAL INC - CYNOSURE INCdex992.htm

Exhibit 99.3

Elemé Medical Inc.

Financial Statements

Contents

 

Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009

     1   

Statements of Operations for the nine months ended September 30, 2010 and 2009 (unaudited)

     3   

Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 (unaudited)

     4   

Notes to Financial Statements (unaudited)

     5   


Elemé Medical Inc.

Balance Sheets

 

     September 30,
2010
     December 31,
2009
 
     (unaudited)         

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 2,230,979       $ 2,725,176   

Accounts receivable, net of allowance for doubtful accounts of $116,400 in 2010 and $7,500 in 2009

     1,105,723         571,872   

Inventories

     838,430         1,164,844   

Prepaid expenses

     157,503         228,774   

Other current assets

     76,451         77,661   
                 

Total current assets

     4,409,086         4,768,327   

Property and equipment:

     

Equipment, net of accumulated depreciation of $1,089,732 in 2010 and $847,421 in 2009

     250,585         307,546   

Intangible assets, net of accumulated amortization of $126,042 in 2010 and $84,792 in 2009

     148,958         190,208   

Other assets

     11,758         49,798   
                 

Total assets

   $ 4,820,387       $ 5,315,879   
                 

 

1


     September 30
2010
    December 31
2009
 

Liabilities and stockholders’ deficit

     (unaudited)     

Current liabilities:

    

Accounts payable

   $ 457,716      $ 402,880   

Accrued expenses

     1,503,117        1,185,880   

Current portion of deferred revenues

     41,400        25,675   

Current portion of deferred rent

     14,155        12,391   

Current portion of notes payable, net of discount of $27,250 in 2010 and $82,548 in 2009

     2,514,388        2,678,484   

Convertible notes payable

     6,548,356        600,000   

Other current liabilities

     58,251        27,839   
                

Total current liabilities

     11,137,383        4,933,149   

Notes payable, net of discount of $13,588 in 2009

     —          1,817,589   

Deferred revenues

     58,550        68,525   

Deferred rent

     3,686        14,743   

Other long-term liabilities

     154,796        157,199   

Stockholders’ deficit

    

Series A convertible preferred stock, $.01 par value:

    

Authorized shares – 864,000

    

Issued and outstanding shares – 864,000 (liquidation value of $1.25 per share)

     1,080,000        1,080,000   

Series B convertible preferred stock, $.01 par value:

    

Authorized shares – 5,897,497

    

Issued and outstanding shares – 5,727,042 (liquidation value of $3.08 per share)

     17,639,289        17,639,289   

Series C convertible preferred stock, $.01 par value:

    

Authorized shares – 9,590,860

    

Issued and outstanding shares – 9,590,860 (liquidation value of $1.882 per share)

     18,050,000        18,050,000   

Common stock, $.01 par value:

    

Authorized shares – 31,000,000

    

Issued and outstanding shares – 5,045,809

     50,458        50,458   

Additional paid-in capital

     4,894,815        4,593,502   

Accumulated deficit

     (48,248,590     (43,088,575
                

Total stockholders’ deficit

     (6,534,028     (1,675,326
                

Total liabilities and stockholders’ deficit

   $ 4,820,387      $ 5,315,879   
                

See accompanying notes.

 

2


Elemé Medical Inc.

Statements of Operations

 

     Nine Months Ended
September 30
 
     2010     2009  
     (unaudited)  

Net revenues

   $ 5,095,889      $ 3,728,068   

Cost of revenues

     2,589,643        2,339,774   
                

Gross margin

     2,506,246        1,388,294   

Operating expenses:

    

Sales and marketing

     2,894,264        3,128,386   

Research and development

     1,301,738        889,389   

Regulatory and clinical affairs

     182,512        688,115   

General and administrative

     2,751,352        3,673,980   

Restructuring charges

     —          30,990   
                
     7,129,866        8,410,860   
                

Loss from operations

     (4,623,620     (7,022,566

Other income (expenses):

    

Interest income

     982        7,288   

Interest expense

     (537,377     (519,274
                
     (536,395     (511,986
                

Net loss

   $ (5,160,015   $ (7,534,552
                

See accompanying notes.

 

3


Elemé Medical Inc.

Statements of Cash Flows

 

     Nine Months Ended
September 30
 
     2010     2009  
     (unaudited)  

Operating activities

    

Net loss

   $ (5,160,015   $ (7,534,552

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation

     247,503        239,226   

Amortization

     148,176        206,841   

Write-down of demonstration inventories

     96,701        35,166   

Bad debt expense

     116,400        —     

Stock compensation expense

     301,313        769,572   

Loss on disposal of equipment

     1,550        8,823   

Changes in assets and liabilities:

    

Accounts receivable

     (650,251     (707,646

Inventories

     229,713        1,119,563   

Prepaid expenses and other current assets

     72,481        390,876   

Accounts payable and accrued expenses

     372,073        125,670   

Other current liabilities

     30,412        (62,548

Deferred revenues

     5,750        (85,400

Deferred rent

     (9,293     (7,530

Other long-term liabilities

     (2,403     (2,402
                

Net cash used in operating activities

     (4,199,890     (5,504,341

Investing activities

    

Purchase of equipment

     (192,092     (13,134
                

Net cash used in investing activities

     (192,092     (13,134

Financing activities

    

Proceeds from issuance of convertible notes payable

     5,948,356        —     

Payments on notes payable

     (2,050,571     (1,897,686
                

Net cash (used in) provided by financing activities

     3,897,785        (1,897,686
                

Net decrease in cash

     (494,197     (7,415,161

Cash and cash equivalents at beginning of period

     2,725,176        11,749,155   
                

Cash and cash equivalents at end of period

   $ 2,230,979      $ 4,333,994   
                

Supplemental disclosure of cash flow information

    

Cash paid during the year for interest

   $ 212,648      $ 365,534   

See accompanying notes.

 

4


Elemé Medical Inc.

Notes to Financial Statements (Unaudited)

September 30, 2010

1. Nature of Operations and Basis of Presentation

Elemé Medical Inc. (the Company), is an emerging, privately-funded aesthetics company. In 2008, the Company launched its first two major products: SmoothShapes® with Photomology® technology, which is a CE Marked, FDA-cleared medical device for the temporary reduction in the appearance of cellulite, and SmoothLipo™, which is an FDA-cleared medical device for laser-assisted lipolysis.

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations applicable to interim financial statements. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments (including normally recurring accruals) necessary to present fairly the Company’s financial position at September 30, 2010, its results of operations and its cash flows for the nine months ended September 30, 2010 and 2009. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2009, incorporated by reference within this document.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

2. Stock-Based Compensation

The Company accounts for stock-based compensation of stock options granted to employees, directors, and consultants by estimating the fair value of stock-based awards using the Black-Scholes option-pricing model, and amortizing the fair value of the stock-based awards granted over the applicable vesting period.

The Company’s 2007 Equity Incentive Plan, amended in 2008, allows for the granting of stock options and other equity interests. Options granted to employees generally vest over a four-year period, with a defined vesting schedule. Options issued to non-employee directors and consultants generally vest over a two-year period or during their period of service with the Company. Options granted have a maximum term of ten years from the date of grant.

 

5


The Company granted 482,500 and 215,000 stock options during the nine months ended September 30, 2010 and 2009, respectively. The Company uses the Black-Scholes pricing model to calculate the fair value on the grant date of stock-based compensation for stock options granted. The weighted average fair value of the options granted during the nine months ended September 20, 2010 and 2009, was $0.02 and $0.12, respectively, using the following assumptions:

 

     September 30,
     2010    2009

Expected term (years)

   6.0 – 10.0    6.0 – 10.0

Volatility

   60 – 62%    66 – 72%

Risk-free interest rate

   1.6 – 2.7%    1.8 – 3.7%

Expected dividend yield

   —      —  

Forfeiture rate

   10%    10%

Expected term – The expected term of options granted represents the period of time for which the options are expected to be outstanding. For its plain vanilla stock options, the Company uses the simplified method of calculating the expected term in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 107. For those options that do not meet the definition of a plain vanilla stock option, the Company has calculated an expected term of six years, which it believes is a reasonable assumption to estimate this period of time.

Expected volatility – The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company has calculated an expected volatility by averaging historical data from other companies in the aesthetics industry.

Risk-free interest rate – The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

Expected dividend yield – The Company has never declared or paid any cash dividends on any of its common stock, and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant date fair value of a stock option.

Forfeiture rate – Based on an analysis of historical data and future projections, the Company has calculated a 10% annual forfeiture rate, which it believes is a reasonable assumption to estimate forfeitures.

The Company recognizes compensation expense on a straight-line basis over the requisite service period based upon options that are ultimately expected to vest, and accordingly, such compensation expense is adjusted by an amount of estimated forfeitures.

Stock-based compensation expense increased the Company’s net loss by $301,313 in the nine months ended September 30, 2010, of which $23,388 was included in cost of revenues, $21,785 was included in sales and marketing expenses, $59,657 was included in

 

6


research and development expenses, $1,538 was included in regulatory and clinical affairs expenses, and $194,945 was included in general and administrative expenses. Stock-based compensation expense increased the Company’s net loss by $769,572 in the nine months ended September 30, 2009, of which $30,620 was included in cost of revenue expenses, $62,849 was included in sales and marketing expenses, $68,711 was included in research and development expenses, $50,039 was included in regulatory and clinical affairs expenses, and $557,353 was included in general and administrative expenses.

3. Inventories

The Company states all inventories at the lower of cost or market, determined on a first-in, first-out method. Inventories consist of the following:

 

     September 30,
2010
     December 31,
2009
 

Raw materials

   $ 190,786       $ 233,098   

Demonstration units

     498,889         465,939   

Finished goods

     148,755         465,807   
                 
   $ 838,430       $ 1,164,844   
                 

The Company reduces the carrying value of its demonstration units for differences between its cost and estimated net realizable value through a charge to cost of revenue that is based on a number of factors, including the age of the unit, the physical condition of the unit, and an assessment of technological obsolescence. Amounts recorded in cost of revenue related to the write-down of demonstration units to net realizable value were $96,701 and $35,166 for the nine months ended September 30, 2010 and 2009, respectively.

4. Fair Value Measurements

US GAAP establishes a framework for measuring fair value, and establishes disclosure requirements about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prescribed under US GAAP contains three levels as follows:

 

Level 1

   Quoted prices in active markets for identical assets or liabilities.

Level 2

   Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3

   Unobservable inputs that are supported by little or no market activity, and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

 

7


Financial assets that are measured at fair value on a recurring basis (at least annually) have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date. These assets, measured at fair value on a recurring basis, are summarized below:

 

     As of September 30, 2010  
     Level 1      Level 2      Level 3      Total  

Assets

           

Cash and cash equivalents

   $ 2,230,979       $  —         $ —         $ 2,230,979   
                                   

Total

   $ 2,230,979       $ —         $  —         $ 2,230,979   
                                   

There are no liabilities measured at fair value at September 30, 2010.

5. Segment Information

The Company views its operations and manages its business as one segment, aesthetic treatment products and services.

The following table represents total revenue by geographic destination:

 

     Nine Months Ended
September 30,
 
     2010      2009  

United States

   $ 2,808,226       $ 1,329,700   

Europe

     1,031,701         604,927   

Middle East

     583,402         204,000   

Asia / Pacific

     240,000         181,000   

South America

     89,960         1,120,500   

Other

     342,600         287,941   
                 

Total

   $ 5,095,889       $ 3,728,068   
                 

6. Income Taxes

A full valuation allowance for deferred tax assets has been recorded at September 30, 2010 and 2009 since it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. The Company has not been audited for federal or state purposes, and as a result of its carryforwards, all years are effectively open to adjustment.

 

8


7. Convertible Notes Payable

On December 18, 2009, the Company executed Note Purchase Agreements and a Security Agreement (the Agreements) with certain investors (Bridge Financing Note Holders) for a principal amount of $600,000 (Bridge Financing Notes). The Agreements provide that the Company may issue and sell Bridge Financing Notes in the aggregate principal amount of up to $3,000,000. On June 4, 2010, the Agreements were amended to extend the aggregate principal amount up to $9,226,881.

The Bridge Financing Notes bear interest which is payable annually at 10.5% per annum, based upon a year of 365 days, and are due the earlier of (i) demand on or after December 18, 2010 by holders of at least 60% of the principal balance, (ii) December 18, 2012, or (iii) occurrence of an event of default as defined in the agreement. In the event that the Company (i) issues and sells its equity for aggregate consideration of at least $6,000,000 (Qualified Financing), and (ii) the note has not been paid in full, then the entire outstanding principal and all unpaid accrued interest of the Bridge Financing Notes shall automatically convert into shares of the Company at a 25% discount on the Qualified Financing conversion price. The Bridge Financing Notes are secured by all of the Company’s assets. In conjunction with the execution of the Agreements, a Subordination Agreement was executed among the Bridge Financing Note Holders and Pinnacle Ventures, L.L.C. (Pinnacle), holders of the Company’s outstanding notes payable, stating the Bridge Financing Note Holders subordinate any security interest to Pinnacle, and shall not demand or receive payments until the Pinnacle debt is paid in full. As of September 30, 2010, the balance of the outstanding Bridge Financing Notes is $6,548,356, and accrued interest is $227,228.

8. Restructuring Charges

The Company executed a reduction in force of eight employees in April 2009. Employees were provided certain termination benefits. Restructuring charges were recorded in the statements of operations for severance and related costs.

The activity in the Company’s restructuring accrual for the nine months ended September 30, 2009, is as follows:

 

     Restructuring
Charges
 

Balance as of January 1, 2009

     118,000   

Employee severance pay and related costs

     30,990   

Cash paid related to employee severance and other costs

     (148,990
        

Balance as of September 30, 2009

   $ —     
        

 

9