SkinHealth Systems Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
SKIN$15.71+51.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001628280-26-054476
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001628280-26-071173
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 89 current paragraphs.
56 unchanged; 26 reworded; 7 added; 3 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Reverse Stock Split
Current report
On October 14, 2026, the Company effected a 1-for-20 reverse stock split of its Class A Common Stock and a proportionate decrease in the number of issued and outstanding shares (the “Reverse Stock Split”). All share and per share information throughout this Quarterly Report on Form 10-Q, including the unaudited condensed consolidated financial statements and related notes, have been retroactively adjusted to reflect the Reverse Stock Split. The number of authorized shares of capital common stock remains unchanged and the shares of Class A Common Stock retain a par value of $0.0001 per share. An immaterial amount of fractional shares were settled in cash.
Current report
Comparison of Nine Months Ended September 30, 2026 to Nine Months Ended September 30, 2025
Current report
General and administrative expense for thenine months ended September 30, 2026 decreased$24.5 million, or 27.1%, compared to thenine months ended September 30, 2025. The decrease is primarily driven by lower personnel-related expenses, including share-based compensation expense and severance, legal fees, amortization and depreciation expense, and other professional fees.
Current report
During the nine months ended September 30, 2026, the Company recognized a net loss of $1.5 million related to foreign currency transactions as compared to a net gain of $6.2 million for the nine months ended September 30, 2025, driven primarily by fluctuations in the Euro relative to the U.S. dollar.
Current report
On September 30, 2026, the Company retired the 2026 Notes in accordance with their terms. The Company repaid the remaining outstanding aggregate principal amount of $103.2 million and no 2026 Notes remain outstanding. For more information, see Part I, Item 1 “Financial Statements — Note 5 — Long-term Debt” in this Quarterly Report on Form 10-Q.
Current report
As of September 30, 2026, the Company has $250.0 million aggregate principal amount of the 2028 Notes outstanding, which matures on November 15, 2028. The Company is evaluating its options to address the 2028 Notes maturity based on its cash needs and market conditions, including refinancing alternatives with respect to the 2028 Notes. Based on the Company’s current liquidity and expected operating requirements, the Company expects that satisfaction of the 2028 Notes at maturity will require refinancing, restructuring, or other additional sources of capital, and there can be no assurance that the Company will be able to refinance, restructure, or otherwise satisfy the 2028 Notes on acceptable terms. For more information, see Part I, Item 1 “Financial Statements — Note 5 — Long-term Debt” in this Quarterly Report on Form 10-Q.
Removed paragraphs (3)
Previous report
Comparison of Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025
Previous report
General and administrative expense for thesix months ended June 30, 2026 decreased$15.7 million, or 25.8%, compared to thesix months ended June 30, 2025. The decrease is primarily driven by lower legal fees, personnel-related expenses, including share-based compensation expense and severance, professional fees, and depreciation and amortization expense, partially offset by the costs associated with the proposed settlement the Company has reached with the plaintiffs in the Securities Class Action.
Previous report
The Company continues to evaluate options to address its 2026 Notes maturity based on our cash needs and market conditions; however, the Company currently intends to repay its 2026 Notes maturity with cash on hand at the end of the third quarter of 2026.
Reworded paragraphs (26)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and also with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and also with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K.
Previous wording
During thethree and six months ended June 30, 2026, we continued to strengthen the foundation of the business while expanding our footprint by selling and placing our patented hydradermabrasion delivery systems (“Delivery Systems”) worldwide, driving consumables, which consist of single-use tips, solutions, serums, and other products used to provide a Hydrafacial treatment (collectively “Consumables”), investing in our community of providers, partners, and consumers, driving brand awareness, advancing our science-backed innovation product pipeline, and optimizing our global infrastructure. Although we believe we can be successful in our current operating environment, various factors may impact our business in unpredictable ways such as:
Current wording
During thethree and nine months ended September 30, 2026, we continued to strengthen the foundation of the business while expanding our footprint by selling and placing our patented hydradermabrasion delivery systems (“Delivery Systems”) worldwide, driving consumables, which consist of single-use tips, solutions, serums, and other products used to provide a Hydrafacial treatment (collectively “Consumables”), investing in our community of providers, partners, and consumers, driving brand awareness, advancing our science-backed innovation product pipeline, and optimizing our global infrastructure. Although we believe we can be successful in our current operating environment, various factors may impact our business in unpredictable ways such as:
Previous wording
The following tables set forth our consolidated results of operations in dollars and as a percentage of net sales for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data for the three months ended June 30, 2026 and June 30, 2025, have been derived from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts and percentages may not foot due to rounding.
Current wording
The following tables set forth our consolidated results of operations in dollars and as a percentage of net sales for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data for the three months ended September 30, 2026 and September 30, 2025, have been derived from the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts and percentages may not foot due to rounding.
Previous wording
Total net sales for the three months ended June 30, 2026 decreased $6.1 million, or 7.8%, compared to the three months ended June 30, 2025. Delivery Systems net sales for the three months ended June 30, 2026 decreased $4.1 million, or 18.4%, compared to the three months ended June 30, 2025, with decreases across all regions. Delivery Systems net sales were negatively impacted globally by unfavorable macroeconomic and credit conditions.
Current wording
Total net sales for the three months ended September 30, 2026 decreased $1.5 million, or 2.1%, compared to the three months ended September 30, 2025. Delivery Systems net sales for the three months ended September 30, 2026 decreased $2.1 million, or 9.9%, compared to the three months ended September 30, 2025, with decreases across all regions. Delivery Systems net sales were negatively impacted globally by unfavorable macroeconomic and credit conditions.
Previous wording
Consumables net sales for the three months ended June 30, 2026 decreased $2.0 million, or 3.5%, compared to the three months ended June 30, 2025, with decreases in Europe, the Middle East, and Africa, and the Americas, impacted by pressure on treatment volume and timing of booster launches in the prior year.
Current wording
Consumables net sales for the three months ended September 30, 2026 increased $0.6 million, or 1.2%, compared to the three months ended September 30, 2025, with an increase in the Americas, partially offset by a decrease in Europe, the Middle East, and Africa (“EMEA”).
Previous wording
Cost of sales for the three months ended June 30, 2026 decreased $6.3 million, compared to the three months ended June 30, 2025, primarily due to lower net sales in 2026 and higher product costs related to the sell through associated with Delivery Systems received back as part of the Company’s previous trade-in program and higher inventory related charges in 2025. Gross margin increased to 68.4% for the three months ended June 30, 2026 from 62.8% for the three months ended June 30, 2025 primarily due to higher product costs related to the sell through associated with Delivery Systems received back as part of the Company’s previous trade-in program and higher inventory related charges in 2025.
Current wording
Cost of sales for the three months ended September 30, 2026 decreased $3.0 million, compared to the three months ended September 30, 2025, primarily due to higher product costs related to the sell through associated with Delivery Systems received back as part of the Company’s previous trade-in program in 2025 and tariff related recoveries and lower inventory related charges in 2026. Gross margin increased to 68.2% for the three months ended September 30, 2026 from 64.6% for the three months ended September 30, 2025 primarily due to higher product costs related to the sell through associated with Delivery Systems received back as part of the Company’s previous trade-in program in 2025 and tariff related recoveries and lower inventory related charges in 2026.
Previous wording
Selling and marketing expense for the three months ended June 30, 2026 decreased $2.1 million, or 9.0%, compared to the three months ended June 30, 2025. The decrease is primarily driven by lower personnel-related expenses, including share-based compensation expense and severance, partially offset by higher marketing-related spend.
Current wording
Selling and marketing expense for the three months ended September 30, 2026 decreased $0.9 million, or 4.4%, compared to the three months ended September 30, 2025. The decrease is primarily driven by lower sales commission expense and amortization expense, partially offset by higher marketing-related spend.
Previous wording
Research and development expense for the six months ended June 30, 2026 increased $0.3 million, or 11.6%, compared to the six months ended June 30, 2025, reflecting increased investment in future product development.
Current wording
Research and development expense for the three months ended September 30, 2026 remained relatively flat compared to the three months ended September 30, 2025.
Previous wording
General and administrative expense for the three months ended June 30, 2026 decreased $4.1 million, or 15.0%, compared to the three months ended June 30, 2025. The decrease is primarily driven by lower personnel-related expenses, including share-based compensation expense, legal fees, and professional fees, partially offset by the costs associated with the proposed settlement the Company has reached with the plaintiffs in the Securities Class Action.
Current wording
General and administrative expense for the three months ended September 30, 2026 decreased $8.8 million, or 29.9%, compared to the three months ended September 30, 2025. The decrease is primarily driven by lower personnel-related expenses, including severance and share-based compensation expense, amortization expense, legal fees, and other professional fees.
Previous wording
The following tables set forth our consolidated results of operations in dollars and as a percentage of net sales for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data for thesix months ended June 30, 2026 and June 30, 2025 have been derived from the condensed consolidated financial statements included elsewhere in this Form 10-Q. Amounts and percentages may not foot due to rounding.
Current wording
The following tables set forth our consolidated results of operations in dollars and as a percentage of net sales for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data for thenine months ended September 30, 2026 and September 30, 2025 have been derived from the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. Amounts and percentages may not foot due to rounding.
Previous wording
Total net sales for thesix months ended June 30, 2026 decreased $10.7 million, or 7.3%, compared to thesix months ended June 30, 2025. Delivery Systems net sales for thesix months ended June 30, 2026 decreased $5.8 million, or 13.6%, compared to thesix months ended June 30, 2025, with decreases across all regions. Delivery Systems net sales were negatively impacted globally by unfavorable macroeconomic and credit conditions.
Current wording
Total net sales for thenine months ended September 30, 2026 decreased $12.2 million, or 5.6%, compared to thenine months ended September 30, 2025. Delivery Systems net sales for thenine months ended September 30, 2026 decreased $7.8 million, or 12.4%, compared to thenine months ended September 30, 2025, with decreases across all regions. Delivery Systems net sales were negatively impacted globally by unfavorable macroeconomic and credit conditions.
Previous wording
Consumables net sales for thesix months ended June 30, 2026 decreased $5.0 million, or 4.7%, compared to thesix months ended June 30, 2025, with decreases across all regions, impacted by pressure on treatment volume and the transition to a distributor model in China in the prior year.
Current wording
Consumables net sales for thenine months ended September 30, 2026 decreased $4.4 million, or 2.8%, compared to thenine months ended September 30, 2025, with decreases in EMEA and Asia-Pacific (“APAC”), offset by a slight increase in the Americas. Consumables net sales were negatively impacted by pressure on treatment volume in EMEA and the transition to a distributor model in APAC.
Previous wording
Cost of sales for thesix months ended June 30, 2026 decreased $6.8 million, compared to the six months ended June 30, 2025, primarily due to lower net sales in 2026 and higher product costs related to the sell through associated with Delivery Systems received back as part of the Company’s previous trade-in program and higher inventory related charges in 2025. Gross margin increased to 68.4% for thesix months ended June 30, 2026 from 66.1% for thesix months ended June 30, 2025 primarily due to higher product costs related to the sell through associated with Delivery Systems received back as part of the Company’s previous trade-in program and higher inventory related charges in 2025.
Current wording
Cost of sales for thenine months ended September 30, 2026 decreased $9.8 million, compared to the nine months ended September 30, 2025, primarily due to lower net sales in 2026 and higher product costs related to the sell through associated with Delivery Systems received back as part of the Company’s previous trade-in program and higher inventory related charges in 2025. Gross margin increased to 68.3% for thenine months ended September 30, 2026 from 65.6% for thenine months ended September 30, 2025 primarily due to higher product costs related to the sell through associated with Delivery Systems received back as part of the Company’s previous trade-in program and higher inventory related charges in 2025.
Previous wording
Selling and marketing expense for the six months ended June 30, 2026 decreased $4.9 million, or 10.0%, compared to the six months ended June 30, 2025. The decrease is primarily driven by lower personnel-related expenses, including severance, share-based compensation expense and sales commission expense, and depreciation expense.
Current wording
Selling and marketing expense for the nine months ended September 30, 2026 decreased $5.9 million, or 8.4%, compared to the nine months ended September 30, 2025. The decrease is primarily driven by lower personnel-related expenses, including sales commission expense, severance, and share-based compensation expense, and depreciation and amortization expense.
Previous wording
Research and development expense for the three months ended June 30, 2026 increased $0.2 million, or 12.5%, compared to the three months ended June 30, 2025, reflecting increased investment in future product development.
Current wording
Research and development expense for the nine months ended September 30, 2026 increased $0.2 million, or 5.7%, compared to the nine months ended September 30, 2025, reflecting increased investment in future product development.
Previous wording
Interest Expense, Interest Income, and Other Income, Net
Current wording
Interest Expense, Interest Income, Other Income, Net, and Foreign Currency Transaction Loss (Gain), Net
Previous wording
Interest expense for the six months ended June 30, 2026 increased $6.0 million compared to the six months ended June 30, 2025, primarily due to interest and amortization of debt issuance costs related to the 2028 Notes, partially offset by lower outstanding balances related to the 2026 Notes.
Current wording
Interest expense for the nine months ended September 30, 2026 increased $6.0 million compared to the nine months ended September 30, 2025, primarily due to interest and amortization of debt issuance costs related to the 2028 Notes, partially offset by lower outstanding balances related to the 2026 Notes.
Previous wording
Interest income for thesix months ended June 30, 2026 decreased $3.4 million compared to thesix months ended June 30, 2025 primarily due to lower average invested balances and interest rates during thesix months ended June 30, 2026.
Current wording
Interest income for thenine months ended September 30, 2026 decreased $3.3 million compared to thenine months ended September 30, 2025 primarily due to lower average invested balances and interest rates during thenine months ended September 30, 2026.
Previous wording
Other income, net for the six months ended June 30, 2026 included $1.0 million net gain related to the repurchase of the 2026 Notes. Other income, net for the six months ended June 30, 2025 included $18.1 million net gain related to the exchange and repurchases of the 2026 Notes.
Current wording
Other income, net for the nine months ended September 30, 2026 included $1.0 million net gain related to the repurchase of the 2026 Notes. Other income, net for the nine months ended September 30, 2025 included $18.1 million net gain related to the exchange and repurchases of the 2026 Notes.
Previous wording
Our primary sources of capital are (i) cash flow from operating activities, (ii) net proceeds received from the consummation of the Business Combination, and (iii) net proceeds received from the Notes. As of June 30, 2026, we had cash, cash equivalents, and restricted cash of $206.1 million.
Current wording
Our primary sources of capital are (i) cash flow from operating activities, (ii) net proceeds received from the consummation of the Business Combination, and (iii) net proceeds received from the Notes. As of September 30, 2026, we had cash, cash equivalents, and restricted cash of $112.4 million.
Previous wording
On May 27, 2025, the Company issued the 2028 Notes to the Exchanging Holders. The 2028 Notes were issued pursuant to, and are governed by, an indenture, dated as of May 27, 2025, between the Company, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
Current wording
On May 27, 2025, the Company issued the 2028 Notes to the Exchanging Holders. The 2028 Notes were issued pursuant to, and are governed by, an indenture, dated as of May 27, 2025, between the Company, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent. Upon the effectiveness of the Reverse Stock Split, the conversion rate for the 2028 Notes was adjusted proportionately to reflect the 1-for-20 Reverse Stock Split ratio in accordance with the terms of the indenture governing the 2028 Notes.
Previous wording
During the three months ended June 30, 2026, there were no repurchases related to the 2026 Notes. During the six months ended June 30, 2026, the Company repurchased $21.3 million principal amount of its 2026 Notes at a weighted-average price equal to 94.875% for $20.2 million and recognized a net gain of $1.0 million, which includes $0.1 million of unamortized debt issuance costs.
Current wording
During the three months ended September 30, 2026, there were no repurchases related to the 2026 Notes. During the nine months ended September 30, 2026, the Company repurchased $21.3 million principal amount of its 2026 Notes at a weighted-average price equal to 94.875% for $20.2 million and recognized a net gain of $1.0 million, which includes $0.1 million of unamortized debt issuance costs.
Previous wording
During the three and six months ended June 30, 2025, the Company repurchased $20.0 million principal amount of the 2026 Notes for $18.4 million and recognized a net gain of $1.5 million, which includes $0.1 million of unamortized debt issuance costs related to the repurchase. Since inception through December 31, 2025, the Company exchanged and repurchased in total $625.5 million principal amount of its 2026 Notes. For more information, see Part I, Item 1 “Financial Statements — Note 5 - “Long-term Debt” in this Quarterly Report on Form 10-Q.
Current wording
During the three months ended September 30, 2025, there were no repurchases related to the 2026 Notes. During the nine months ended September 30, 2025, the Company repurchased $20.0 million principal amount of the 2026 Notes for $18.4 million and recognized a net gain of $1.5 million, which includes $0.1 million of unamortized debt issuance costs related to the repurchase. Since inception through December 31, 2025, the Company exchanged and repurchased in total $625.5 million principal amount of its 2026 Notes.
Previous wording
Net cash used for operating activities for the six months ended June 30, 2026 was $2.9 million, as compared to net cash provided by operating activities of $12.6 million for the six months ended June 30, 2025. The change in cash used for operating activities was primarily related to changes in working capital, net loss, and non-cash adjustments. The prior year net income and non-cash adjustments include $18.1 million of net gain, as compared to $1.0 million of net gain in the current year related to the 2026 Notes.
Current wording
Net cash provided by operating activities for the nine months ended September 30, 2026 was $8.4 million, as compared to $22.3 million for the nine months ended September 30, 2025. The change in cash provided by operating activities was primarily related to changes in working capital, net loss, and non-cash adjustments. The prior year net loss and non-cash adjustments include $18.1 million of net gain, as compared to $1.0 million of net gain in the current year related to the 2026 Notes.
Previous wording
Net cash used for investing activities for the six months ended June 30, 2026 was $2.9 million, as compared to $2.7 million for the six months ended June 30, 2025. The change in cash used for investing activities was due to higher capital expenditures during the six months ended June 30, 2026.
Current wording
Net cash used for investing activities for the nine months ended September 30, 2026 was $3.9 million, remained relatively flat compared to $3.8 million for the nine months ended September 30, 2025. The change in cash used for investing activities was due to slightly higher capital expenditures during the nine months ended September 30, 2026.
Previous wording
Net cash used for financing activities for the six months ended June 30, 2026 was $21.1 million, as compared to $173.6 million for the six months ended June 30, 2025. The cash used for financing activities for the six months ended June 30, 2026 was primarily related to the repurchase of the Company’s 2026 Notes. The cash used for financing activities for the six months ended June 30, 2025 was primarily related to the exchange and repurchases of the Company’s 2026 Notes.
Current wording
Net cash used for financing activities for the nine months ended September 30, 2026 was $124.6 million, as compared to $174.4 million for the nine months ended September 30, 2025. The cash used for financing activities for the nine months ended September 30, 2026 was primarily related to the repayment and repurchase of the Company’s 2026 Notes. The cash used for financing activities for the nine months ended September 30, 2025 was primarily related to the exchange and repurchases of the Company’s 2026 Notes.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Interest expense for the three months ended June 30, 2026 increased $2.2 million compared to the three months ended June 30, 2025, primarily due to interest and amortization of debt issuance costs related to the 7.95% Convertible Senior Secured Notes due November 15, 2028 (the “2028 Notes”), partially offset by lower outstanding balances related to the 1.25% Convertible Senior Notes due October 2026 (the “2026 Notes”).
Previous report — wording carried elsewhere
Interest income for the three months ended June 30, 2026 decreased $1.9 million compared to the three months ended June 30, 2025 primarily due to lower average invested balances and interest rates during the three months ended June 30, 2026.
Previous report — wording carried elsewhere
Other income, net for the three months ended June 30, 2025 included $18.1 million net gain related to the exchange and repurchases of the 2026 Notes.
Previous report — wording carried elsewhere
Interest Expense, Interest Income, and Other Income, Net