EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

Exhibit 99.2
FOAMIX PHARMACEUTICALS LTD.

UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AS OF JUNE 30, 2016
 

 
FOAMIX PHARMACEUTICALS LTD.

UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AS OF JUNE 30, 2016
 
INDEX
 
 
Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
 
2-3
4
5
6
7
8-17
 



 
The amounts are stated in US dollars in thousands (except for share data)
 

 
FOAMIX PHARMACEUTICALS LTD.
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
(Unaudited)
   
June 30,
   
December 31,
 
   
2016
   
2015
 
A s s e t s
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
20,006
   
$
18,795
 
Short term bank deposits
   
28,123
     
13,107
 
Investment in marketable securities (Note 4)
   
27,203
     
23,693
 
Restricted investment in marketable securities (Notes 3,6)
   
954
     
769
 
Accounts receivable:
               
Trade
   
754
     
314
 
Other
   
373
     
471
 
TOTAL  CURRENT ASSETS
   
77,413
     
57,149
 
                 
NON-CURRENT ASSETS:
               
Investment in marketable securities (Note 4)
   
14,600
     
32,285
 
Investment in long term bank deposits
   
-
     
15,130
 
Property and equipment, net
   
796
     
646
 
Other
   
35
     
35
 
TOTAL  NON-CURRENT ASSETS
   
15,431
     
48,096
 
                 
TOTAL  ASSETS
 
$
92,844
   
$
105,245
 

 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
2

 
FOAMIX PHARMACEUTICALS LTD.
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
(Unaudited)
 
   
June 30,
   
December 31,
 
   
2016
   
2015
 
Liabilities and shareholders’ equity
           
             
CURRENT LIABILITIES:
           
Current maturities of bank borrowing
 
$
32
   
$
31
 
Accounts payable and accruals:
               
Trade
   
1,342
     
1,353
 
Deferred revenues
   
-
     
29
 
Other
   
1,571
     
2,169
 
Loan from the BIRD foundation
   
-
     
476
 
TOTAL  CURRENT LIABILITIES
   
2,945
     
4,058
 
                 
LONG-TERM LIABILITIES:
               
Bank borrowing
   
4
     
20
 
Liability for employee severance benefits
   
379
     
365
 
TOTAL  LONG-TERM LIABILITIES
   
383
     
385
 
TOTAL  LIABILITIES
   
3,328
     
4,443
 
COMMITMENTS (Note 6)
               
SHAREHOLDERS' EQUITY:
               
Ordinary Shares, NIS 0.16 par value - authorized: 50,000,000  Ordinary Shares as of June 30, 2016
  and December 31, 2015; issued and outstanding: 30,661,632 and 30,639,134 Ordinary Shares
  as of June 30, 2016 and December 31, 2015, respectively
   
1,285
     
1,284
 
Additional paid-in capital
   
147,107
     
145,878
 
Accumulated deficit
   
(58,931
)
   
(46,230
)
Accumulated other comprehensive income (loss)
   
55
     
(130
)
TOTAL  SHAREHOLDERS' EQUITY
   
89,516
     
100,802
 
TOTAL  LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
92,844
   
$
105,245
 

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

3

 
FOAMIX PHARMACEUTICALS LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
 (U.S. dollars in thousands, except per share data)
(Unaudited)
 
   
Six months ended
June 30
   
Three months ended
June 30
 
   
2016
   
2015
   
2016
   
2015
 
REVENUES (Note 8)
 
$
1,497
   
$
557
   
$
752
   
$
109
 
COST OF REVENUES
   
43
     
36
     
12
     
13
 
GROSS PROFIT
   
1,454
     
521
     
740
     
96
 
OPERATING EXPENSES:
                               
Research and development
   
10,300
     
4,915
     
6,734
     
2,795
 
Selling, general and administrative
   
3,838
     
3,395
     
2,128
     
2,023
 
TOTAL OPERATING EXPENSES
   
14,138
     
8,310
     
8,862
     
4,818
 
OPERATING LOSS
   
12,684
     
7,789
     
8,122
     
4,722
 
FINANCE EXPENSES (INCOME), net
   
(160
)
   
(66
)
   
14
     
(83
)
LOSS BEFORE INCOME TAX
   
12,524
     
7,723
     
8,136
     
4,639
 
INCOME TAX
   
177
     
9
     
57
     
8
 
NET LOSS FOR THE PERIOD
 
$
12,701
   
$
7,732
   
$
8,193
   
$
4,647
 
                                 
LOSS PER SHARE BASIC AND DILUTED
 
$
0.41
   
$
0.30
   
$
0.27
   
$
0.18
 
                                 
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING USED IN COMPUTATION OF
  BASIC AND DILUTED LOSS PER SHARE IN THOUSANDS
   
30,658
     
25,837
     
30,661
     
25,917
 

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

4

 
FOAMIX PHARMACEUTICALS LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 (U.S. dollars in thousands)
(Unaudited)
 
   
Six months ended
June 30
   
Three months ended
June 30
 
   
2016
   
2015
   
2016
   
2015
 
NET LOSS
 
$
12,701
   
$
7,732
   
$
8,193
   
$
4,647
 
OTHER COMPREHENSIVE INCOME:
                               
Net unrealized gains from marketable securities
   
(167
)
   
(18
)
   
(11
)
   
-
 
Gains (losses) on marketable securities reclassified  into net loss
   
4
     
(67
)
   
2
     
-
 
Net unrealized losses (gains) on derivative financial instruments
   
(26
)
   
(58
)
   
52
     
(73
)
Gains on derivative financial instruments reclassified into net loss
   
4
     
-
     
-
     
-
 
TOTAL OTHER COMPREHENSIVE LOSS (INCOME)
   
(185
)
   
(143
)
   
43
     
(73
)
TOTAL  COMPREHENSIVE LOSS
 
$
12,516
   
$
7,589
   
$
8,236
   
$
4,574
 

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

5

 
FOAMIX PHARMACEUTICALS LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(U.S. dollars in thousands, except share data)
(Unaudited)
 
    
Ordinary
shares
   
Additional paid-incapital
   
Accumulated deficit
   
Accumulated
other comprehensive income (loss)
   
Total
 
    
Number of shares
   
Amounts
   
Amounts
 
BALANCE AS OF JANUARY 1, 2015
   
22,443,934
   
$
954
   
$
77,600
   
$
(29,713
)
 
$
(79
)
 
$
48,762
 
CHANGES DURING THE SIX MONTHS ENDED JUNE 30, 2015:
                                               
Comprehensive loss
                           
(7,732
)
   
143
     
(7,589
)
Issuance of Ordinary Shares through a public
offering, net of $4,818 issuance costs (Note 5a)
   
7,419,353
     
298
     
63,904
                     
64,202
 
Exercise of warrants
   
515,634
     
21
     
2,109
                     
2,130
 
Exercise of options
   
163,850
     
7
     
308
                     
315
 
Share-based compensation (Note 5c)
                   
859
                     
859
 
BALANCE AT JUNE 30, 2015
   
30,542,771
   
$
1,280
   
$
144,780
   
$
(37,445
)
 
$
64
   
$
108,679
 
                                                 
BALANCE AS OF JANUARY 1, 2016
   
30,639,134
   
$
1,284
   
$
145,878
   
$
(46,230
)
 
$
(130
)
 
$
100,802
 
CHANGES DURING THE SIX
MONTHS ENDED JUNE 30, 2016:
                                               
Comprehensive loss
                           
(12,701
)
   
185
     
(12,516
)
Exercise of restricted share units
   
22,498
     
1
     
(1
)
                       
Share-based compensation (Note 5c)
                   
1,230
                     
1,230
 
BALANCE AT JUNE 30, 2016
   
30,661,632
   
$
1,285
   
$
147,107
   
$
(58,931
)
 
$
55
   
$
89,516
 


6

 
FOAMIX PHARMACEUTICALS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
 
   
Six months ended
June 30
 
   
2016
   
2015
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net Loss
 
$
12,701
   
$
7,732
 
Adjustments required to reconcile loss to net cash used in operating activities:
               
Depreciation and amortization
   
66
     
77
 
Changes in marketable securities and bank deposits, net
   
242
     
67
 
Changes in accrued liability for employee severance benefits, net of retirement fund profit
   
14
     
28
 
Share-based compensation
   
1,230
     
859
 
Non cash finance income, net
   
(2
)
   
(43
)
Changes in operating asset and liabilities:
               
Decrease (increase) in trade and other receivable
   
(342
)
   
191
 
Increase (decrease) in accounts payable and accruals
   
(616
)
   
771
 
Net cash used in operating activities
   
(12,109
)
   
(5,782
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of fixed assets
   
(216
)
   
(149
)
Investment in bank deposits
   
(13,000
)
   
(28,025
)
Investment in marketable securities
   
(700
)
   
(46,762
)
Proceeds from sale and maturity of marketable securities and bank deposits
   
27,725
     
6,028
 
Net cash provided by (used in) investing activities
   
13,809
     
(68,908
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from issuance of ordinary shares through a public offering, net of issuance costs
   
-
     
64,202
 
Proceeds from exercise of warrants
   
-
     
2,130
 
Proceeds from exercise of options
   
-
     
315
 
Payments in respect of BIRD loan
   
(476
)
   
-
 
Payments in respect of bank borrowings
   
(16
)
   
(16
)
Net cash provided by (used in) financing activities
   
(492
)
   
66,631
 
                 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
1,208
     
(8,059
)
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
   
3
     
7
 
                 
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
   
18,795
     
43,008
 
                 
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
 
$
20,006
   
$
34,956
 
                 
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS
               
                 
Cashless exercise of warrants
   
-
     
4
 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Cash paid for taxes
   
119
     
-
 
Interest received
   
641
     
-
 
Interest paid
   
239
     
-
 

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

 
FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION:

a. Nature of operations

Foamix Pharmaceuticals Ltd. (hereinafter “Foamix”) is an Israeli company incorporated in 2003. Foamix is a clinical-stage specialty pharmaceutical company operating in one segment - the development and commercialization of foam-based formulations, using its proprietary technology, which includes its foam platforms. Foamix develops its own product candidates, mainly for the treatment of moderate-to-severe acne and other skin conditions. It also licenses its technology under development and licensing agreements to various pharmaceutical companies for development of certain products combining Foamix's foam technology with the licensee’s proprietary drugs.

Since incorporation through June 30, 2016, Foamix and its subsidiary (hereinafter “the Company”) incurred losses and negative cash flows from operations mainly attributable to its development efforts and has an accumulated deficit of $58,931. The Company has financed its operations mainly through the issuance of shares through private and public financing rounds, convertible loans and payments received under development and licensing agreements. The Company's cash, cash equivalents, deposits and marketable securities as of June 30, 2016, will allow the Company to fund its operating plan through at least the next 12 months. However, the Company expects to continue to incur significant research and development and other expenses related to its ongoing operations and in order to continue its future operations, the Company will need to obtain additional funding until becoming profitable. If the Company is unable to obtain such funding it will need to curtail or cease operations.

b. Basis of presentation

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial statements. Accordingly, they do not contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2016, the consolidated results of operations and comprehensive loss for the three and six-month periods ended June 30, 2016 and 2015, the consolidated changes in shareholders’ equity and cash flows for the six-month periods ended June 30, 2016 and 2015.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual financial statements for the year ended December 31, 2015. The condensed consolidated balance sheet data as of December 31, 2015 was derived from the audited consolidated financial statements for the year ended December 31, 2015, but does not include all disclosures required by U.S. GAAP.

The results for the three and six-month periods ended June 30, 2016 are not necessarily indicative of the results expected for the year ending December 31, 2016.

8

FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

a. Principles of consolidation

The consolidated financial statements include the accounts of Foamix and its subsidiary. Intercompany balances and transactions including profits from intercompany sales not yet realized outside the Company, have been eliminated upon consolidation.

b. Bank deposits

Bank deposits with original maturity dates of more than three months but less than one year are included in short-term deposits. Bank deposits with maturity of more than one year are considered long-term. The interest rates on the Company’s deposits range between 1.32%-1.6%. The fair value of bank deposits approximates the carrying value since they bear interest at rates close to the prevailing market rates.

c. Marketable securities

The Company invests in debt and equity securities classified as available for sale in accordance with ASC 320, Investments - Debt and Equity Securities.

Management determines the appropriate classification of its investments in securities at the time of purchase and reevaluates such determinations at each balance sheet date. Classifications of debt securities in the balance sheet are determined based on the maturity date of the securities.

Unrealized gains of available for sale securities, net of taxes, are reflected in other comprehensive income. Unrealized losses considered to be temporary are reflected in other comprehensive income; unrealized losses that are considered to be other-than-temporary are charged to income as an impairment charge. Realized gains and losses for both debt and equity securities are included in financial expense, net.

For equity securities, the Company considers available evidence in evaluating potential impairments of its investments, including the duration and extent to which fair value is less than cost. For debt securities, an other-than-temporary impairment has occurred if the Company does not expect to recover the entire amortized cost basis of the debt security. If the Company does not intend to sell the impaired debt security, and it is not more likely than not it will be required to sell the debt security before the recovery of its amortized cost basis, the amount of the other-than-temporary impairment recognized in earnings, recorded in financial expense, net, is limited to the portion attributed to credit loss. The remaining portion of the other-than-temporary impairment related to other factors is recognized in other comprehensive income or loss.

d. Derivatives

The Company purchases foreign exchange derivative financial instruments (written and purchased currency options). The transactions are designed to hedge the Company’s currency exposure.

The Company recognizes all derivatives as either assets or liabilities in the consolidated balance sheet at their fair value. Changes in the fair value of derivatives that are highly effective and designated as cash flow hedges are reported as a component of other comprehensive income or loss and reclassified into earnings in the same line-item associated with the forecasted transaction and in the same periods during which the hedged transaction impacts earnings.

9

FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

For derivatives that qualify for hedge accounting, the cash flows associated with these derivatives are reported in the consolidated statements of cash flows consistently with the classification of cash flows from the underlying hedged items that these derivatives are hedging.

e. Newly issued and recently adopted accounting pronouncements:
 
1) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which impacts virtually all aspects of an entitys revenue recognition. The core principle of Topic 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date of the standard by one year which results in the new standard being effective for the Company at the beginning of its first quarter of fiscal year 2018. In addition, during March, April and May 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, respectively, which clarified the guidance on certain items such as reporting revenue as a principal versus agent, identifying performance obligations, accounting for intellectual property licenses, assessing collectability and presentation of sales taxes. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.
 
2) In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments—Overall (Subtopic 825-10)." This standard makes several modifications to Subtopic 825-10 including the elimination of the available-for-sale classification of equity investments, and requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. It is effective for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact of the amended guidance on its consolidated financial statements.
 
3) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.
 

10

FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):
 
4) In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718). ASU No. 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted but all of the guidance must be adopted in the same period. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.
 
5) In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.
 
11

FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 3 - FAIR VALUE PRESENTATION
 
Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:
 
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
 
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
 
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
 
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.
 
The Company’s assets and liabilities that are measured at fair value as of June 30, 2016 and December 31, 2015 are classified in the tables below in one of the three categories described above:
 
 
June 30, 2016
 
 
Level 1
 
Level 2
 
Total
 
Marketable securities
 
$
954
   
$
41,803
   
$
42,757
 
Currency options designated as hedging instruments
   
-
   
$
17
   
$
17
 
                         
 
December 31, 2015
 
 
Level 1
 
Level 2
 
Total
 
Marketable securities
 
$
1,977
   
$
54,770
   
$
56,747
 
Currency options designated as hedging instruments (current liability)
   
-
   
$
(5
)
 
$
(5
)
 
Foreign exchange risk management

The Company purchases and writes non-functional currency options in order to hedge the currency exposure on the Company’s cash flow. The currency hedged items are denominated in New Israeli Shekel (NIS). The purchasing and writing of options is part of a comprehensive currency hedging strategy. These transactions are at zero cost for periods of up to one year. The counterparties to the derivatives are major banks in Israel.

During February 2015, the Company began purchasing and writing options in respect of salary, rent and other expenses dominated in NIS for a period of up to a year ahead. These transactions qualify for cash flow hedge accounting. During the six months ended June 30, 2016 the Company recorded income in the amount of $4 in operating expenses relating to hedge transaction.

As of June 30, 2016 the total hedged amount was NIS 12.3 million.

As of June 30, 2016, the Company has a lien in the amount of $761 on the Company’s marketable securities in respect of bank guarantees granted in order to secure the hedging transactions.
 
12

FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 4 - MARKETABLE SECURITIES
 
Marketable securities as of June 30, 2016 consist mainly of debt and equity securities. These securities are classified as available-for-sale and are recorded at fair value. Changes in fair value, net of taxes (if applicable), are reflected in other comprehensive loss. Realized gains and losses on sales of the securities, as well as premium or discount amortization, are included in the consolidated statement of operations as finance income or expenses.

The following table sets forth the Company’s marketable securities:

   
June 30,
   
December 31,
 
   
2016
   
2015
 
             
Israeli mutual funds
 
$
954
   
$
1,977
 
Certificates of deposit
   
28,126
     
35,627
 
Municipal and agency bonds
   
13,677
     
19,143
 
Total
 
$
42,757
   
$
56,747
 

As at June 30, 2016 and December 31, 2015 the fair value, cost and gross unrealized holding gains of the securities owned by the Company were as follows:

    June 30, 2016  
   
Fair
value
   
Cost or Amortized cost
   
Gross unrealized
holding losses
   
Gross unrealized
holding gains
 
Israeli mutual funds
 
$
954
   
$
952
     
-
   
$
2
 
Certificates of deposit
   
28,126
     
28,096
     
4
     
34
 
Municipal and agency bonds
   
13,677
     
13,671
     
2
     
8
 
Total
 
$
42,757
   
$
42,719
   
$
6
   
$
44
 
 
    December 31, 2015  
   
Fair
value
   
Cost or Amortized cost
   
Gross unrealized
holding losses
   
Gross unrealized
holding gains
 
Israeli mutual funds
 
$
1,977
   
$
1,978
   
$
3
   
$
2
 
Certificates of deposit
   
35,627
     
35,703
     
79
     
3
 
Municipal and agency bonds
   
19,143
     
19,191
     
49
     
1
 
Total
 
$
56,747
   
$
56,872
   
$
131
   
$
6
 
 
As of June 30, 2016 the unrealized losses attributed to the Company’s marketable securities were primarily due to credit spreads and interest rate movements. The Company has considered factors regarding other than temporary impaired securities and determined that there are no securities with impairment that is other than temporary as of June 30, 2016 and December 31, 2015.
    
As of June 30, 2016, and December 31, 2015 the Company’s debt securities had the following maturity dates:

   
Market value
 
   
June 30,
2016
   
December 31,
2015
 
Due within one year
 
$
27,203
   
$
22,485
 
1 to 2 years
   
12,288
     
27,046
 
2 to 3 years
   
2,312
     
5,239
 
Total
 
$
41,803
   
$
54,770
 

Refer to note 3 and note 6 regarding the liens on the Company’s marketable securities.
 
13

FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 5 - SHARE CAPITAL:

a. Public offering

On April 20, 2015 the Company completed a follow-on public offering. A total of 7,419,353 ordinary shares were sold at a price of $9.30 per share. Prior to closing, the underwriters fully exercised their option to purchase 967,741 additional ordinary shares. The net proceeds from the sale of shares, after deducting underwriting discounts, commissions and other offering expenses, were approximately $64.2 million.

b. Warrants

No warrants have been exercised during the six-months ending June 30, 2016. As of June 30 2016, the total amount of warrants outstanding was 2,064,937.

c. Share-based compensation

In May 2015, the Company's board of directors approved a new option plan (the "Plan") replacing the previous plan approved in 2009. The Plan included a pool of 2,690,694 ordinary shares for grant to Company employees, consultants, directors and other service providers. As of June 30 2016, 989,858 shares remain available for grant under the Plan.

In the six months ended June 30, 2016 and 2015, the Company granted options to employees and non-employees as follows:
 
   
Six month ended June 30,
 
   
2016
 
   
Award
amount
   
Exercise price range
 
Vesting
period
 
Expiration
 
Employees:
                   
Options
   
615,310
   
$
6.04-$6.66
 
4 years
 
10 years
 
RSUs
   
5,000
     
-
 
4 years
   
-
 
                           
Consultants -
                         
     options
   
4,800
   
$
6.34
 
4 years
 
10 years
 
 
   
Six month ended June 30,
 
   
2015
 
   
Award
amount
   
Exercise price range
 
Vesting
period
 
Expiration
 
Employees -
                   
options
   
153,000
   
$
6.77
 
4 years
 
10 years
 
RSUs
   
189,000
     
-
 
4 years
     
-
 
                             
Directors-
                           
options
   
24,000
   
$
11.87
 
3 years
 
10 years
 
                             
Consultants -
                           
RSUs
   
83,000
     
-
 
4 years
     
-
 


14

FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 5 - SHARE CAPITAL (continued):
 
The fair value of options and RSUs granted to employees and directors during the six months ended June 30, 2016 and 2015 was $2,049 and $3,422 respectively. The fair value of options granted to consultants during the six months ended June 30, 2016 was $23.
 
The fair value of RSUs granted to employees is based on the share price on grant date.
 
The fair value of options granted to employees and directors on the date of grant was computed using the Black-Scholes model. The underlying data used for computing the fair value of the options are as follows:
 
   
Six months ended June 30
 
   
2016
   
2015
 
Value of ordinary share
 
$
5.90-$6.84
   
$
7.53-$11.99
 
Dividend yield
   
0
%
   
0
%
Expected volatility*
   
60.3%-60.5
%
   
63.4%-64.9
%
Risk-free interest rate
   
1.36%-1.52
%
   
1.38%-1.98
%
Expected term
 
6 years
   
6 years
 

* The volatility is based on historical volatilities of companies in comparable stages as well as companies in the industry, by statistical analysis of daily share pricing model.
 
The fair value of options granted to consultants as of June 30, 2016 was computed using the Black-Scholes model. The underlying data used for computing the fair value of the options are as follows:
 
   
June 30, 2016
 
Value of ordinary share
 
$
6.52
 
Dividend yield
   
0
%
Expected volatility*
   
69.2
%
Risk-free interest rate
   
1.78
%
Expected term
 
10 years
 
 
* The volatility is based on historical volatilities of companies in comparable stages as well as companies in the industry, by statistical analysis of daily share pricing model.
 
    The following table illustrates the effect of share-based compensation on the statements of operations:

   
Six months ended
June 30
   
Three months ended
June 30
 
   
2016
   
2015
   
2016
   
2015
 
Cost of revenues
 
$
3
   
$
1
   
$
1
   
$
-
 
Research and development expenses
   
464
     
263
     
252
     
232
 
Selling, general and administrative
   
763
     
595
     
444
     
475
 
   
$
1,230
   
$
859
   
$
697
   
$
707
 

15

FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 6 - COMMITMENTS

Lease agreement

The Company leases office space for its headquarters and research and development facilities in Israel and the United States of America under several lease agreements. The lease agreements for the facilities in Israel are linked to the Israeli CPI and expire between December 2016 and December 2020. The lease agreement in the United States is due to expire during August 2017.

Rental expenses for the three and six months ended June 30, 2016 and 2015, are as follows:

     
Six months ended
June 30
     
Three months ended
June 30    
 
     
2016
     
2015
     
2016
     
2015
 
Rental expenses
 
$
174
   
$
176
   
$
73
   
$
87
 


Future minimum lease commitments under non-cancelable operating lease agreements are as follows:

2016
 
$
155
 
2017
   
613
 
2018
   
554
 
2019 and thereafter
   
1,112
 
Total
 
$
2,434
 

The Company has a lien in the amount of $193 on the Company’s marketable securities in respect of bank guarantees granted in order to secure the lease agreements.
 
NOTE 7 - RELATED PARTIES - TRANSACTIONS AND BALANCES:

a. Transactions with related parties

Related parties include the Chairman of the Board of Directors and the Chief Executive Officers of the Company.
 
   
Six months ended
June 30
   
Three months ended
June 30
 
   
2016
   
2015
   
2016
   
2015
 
Expenses:
                       
   Payroll expenses
 
$
271
   
$
641
   
$
218
   
$
316
 
   Directors fee
 
$
155
   
$
172
   
$
87
   
$
74
 


b. Balances with related parties -
 
   
June 30,
   
December 31,
 
   
2016
   
2015
 
Accounts payable and accruals
 
$
174
   
$
636
 

As of June 30, 2016 there were 600,875 outstanding options and RSUs granted to related parties, with an average exercise price of $4.3. See note 5c.

16


FOAMIX PHARMACEUTICALS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 8 - ENTITY-WIDE DISCLOSURE:

a. Net revenues by geographic area were as follows:

   
Six months ended
June 30
   
Three months ended
June 30
 
   
2016
   
2015
   
2016
   
2015
 
United States
 
$
14
   
$
557
     
-
   
$
109
 
Germany
   
1,434
     
-
     
752
     
-
 
France
   
49
     
-
     
-
     
-
 
Total revenues
 
$
1,497
   
$
557
   
$
752
   
$
109
 

 
b. Revenues from principal customers - revenues from single customers that exceed 10% of total revenues in the relevant period:

   
Six months ended
June 30
   
Three months ended
June 30
 
   
2016
   
2015
   
2016
   
2015
 
Customer A
   
-
   
$
72
     
-
   
$
22
 
Customer B
   
14
     
350
     
-
     
86
 
Customer C
   
-
     
135
     
-
     
1
 
Customer D
   
1,434
     
-
     
752
     
-
 

 
c. Net revenues by type of payment:

   
Six months ended
June 30
   
Three months ended
June 30
 
   
2016
   
2015
   
2016
   
2015
 
Development service payments
 
$
63
   
$
557
     
-
   
$
109
 
Royalties
   
1,434
     
-
     
752
     
-
 
Total revenues
 
$
1,497
   
$
557
   
$
752
   
$
109
 

 
17