Pharmaceuticals Raghuram Selvaraju, Ph.D. (646) 502-2464 rselvaraju@aegiscap.com Yi Chen, Ph.D. (646) 502-2463 ychen@aegiscap.com Initiating Coverage October 30, 2013 Key Metrics $2.05 DSKX - NASDAQ Oct 29 2013 Pricing Date $5.50 Price Target $4.00 - $0.35 52-Week Range 12.3 Shares Outstanding (mm) Market Capitalization ($mm) $25.2 3-Mo Average Daily Volume 13,845 Institutional Ownership NA Debt/Total Capital NM DS Healthcare Group, Inc. Rating: Buy Healing Hair Loss...And Beyond Investment Highlights: ■ Initiating Coverage. We are initiating coverage on DS Healthcare Group, Inc. (formerly Divine Skin, Inc.) with a Buy rating and a 15-month price target of $5.50 per share. In our view, this company represents an attractive, risk-mitigated opportunity in the consumer healthcare domain, targeting a high-growth segment. DS Healthcare is a leader in the development and commercialization of innovative hair care products aimed at combating hair loss, typically referred to clinically as androgenic alopecia (male or female pattern baldness). ■ Capital-Efficient Business Model. The firm began operations in 2007 and since that time has accumulated a deficit of only $6.3mm. In our view, a substantial number of milestones have been reached since the firm started working in the consumer healthcare area. DS Healthcare has successfully developed a suite of proprietary topical products - and is now working on an oral pill for hair loss therapy. The firm recently filed a patent for this product candidate, which it could pursue in prescription form to target the drug market for hair loss by conducting clinical studies and submitting the candidate for approval from the FDA. We do not project sales in the prescription drug market in our current model. In addition, DS Healthcare has established a network of third-party manufacturers to make its products on an order-byorder basis, so as to ensure that it maintains a low expense structure and does not need to carry excess inventory. Finally, the firm has forward-integrated in an outsourced manner by inking relationships with distributors across North America, as well as accessing distribution and retail channels in Latin America, Asia and the Middle East. ■ Profitability Could Be Attained Near-Term. In our view, if the firm can match our rapid revenue growth projections, it could transition to cash flow-positive status in early 2014. We note that our assumptions are very conservative, as we project peak sales in 2024 of only $230mm, while the overall market that DS Healthcare is targeting could represent a $100bn opportunity globally. NM ROE $0.26 Book Value/Share Price/Book 7.9x Dividend Yield NM LTM EBITDA Margin NM EPS ($) FY: December 2012A Prior 2013E Curr. 2013E Prior 2014E Curr. 2014E 1Q-Mar (0.04) -- (0.04)A -- (0.02)E 2Q-Jun (0.03) -- (0.06)A -- 0.01E 3Q-Sep 0.00 -- (0.02)E -- 0.01E 4Q-Dec (0.23) -- 0.00E -- 0.03E FY (0.32) -- (0.12)E -- P/E NM NM 0.03E 68.33x Revenue ($M) 2012A Prior 2013E Curr. 2013E Prior 2014E Curr. 2014E 1Q-Mar 2.0 -- 4.0A -- 3.6E 2Q-Jun 3.5 -- 3.4A -- 4.7E 3Q-Sep 3.2 -- 3.8E -- 5.3E 4Q-Dec 2.6 -- 4.4E -- 6.5E 11.2 -- 15.6E -- 20.0E FY Source: BigCharts.com Company Description: DS Healthcare Group, Inc. is a Florida-based consumer healthcare firm commercializing products for hair loss, skin care and hygiene. The Disclosure section may be found on pages 26 - 27 of this report. DS Healthcare Group, Inc. October 30, 2013 Investment Thesis DS Healthcare Group, Inc. is a specialty consumer healthcare firm developing a range of personal care products, primarily aimed at treating hair loss. The company has established several product lines, consisting of oral tablets, lotions, shampoos and conditioners, which contain both known stimulators of hair growth and regrowth as well as novel phytochemicals and organic compounds that the company has identified in its laboratories. DS Healthcare aims to penetrate markets worldwide through the pursuit of relationships with local distributors as well as advertising campaigns that emphasize the company’s premium brand message along with the data that have thus far been obtained from several human studies showing the hair regrowth-stimulating capabilities of the firm’s products. While the company does not claim to be able to regrow hair for those who have already lost functional hair follicles, it believes that it can enable those individuals who retain functional follicles to regrow their hair over all areas of the head, not just the crown. DS Healthcare also produces skin care and feminine hygiene products. We believe that the firm’s positive revenue trajectory, proven product efficacy, segmented product line and multilayered commercial strategy targeting high-growth markets globally should unlock shareholder value. In particular, we are encouraged by recent evidence of significant interest in the cosmetics and cosmeceuticals arenas, which should bolster the valuation of the company going forward. The firm could reach cash flow-positive status in early to mid-2014. We are initiating coverage with a Buy rating and a 15-month price target of $5.50 per share, which assumes a total firm value of $95 million and roughly 17 million fully-diluted shares outstanding as of end-2014. We note that DS Healthcare Group shares as an investment may entail above-average risk and volatility. Investment Positives Substantial Market Opportunity. In our view, DS Healthcare Group, Inc. represents an attractive investment case because of the massive discrepancy between the company’s current market cap and revenue base vs. the size of the current market for hair loss products. In the U.S. alone, this is estimated to constitute a $7 billion-a-year market. Since there are very few effective hair loss prevention products currently available, we believe that DS Healthcare Group could rapidly penetrate this market in both the U.S. and international territories, which would permit significant revenue growth at a rapid pace. Favorable Product Placement. The company exploits a relatively unexplored niche within the cosmeceuticals and consumer products domain – to whit, the use of prescription-grade hair loss prevention compounds within a product lineup aimed at hair salons and drug stores (i.e. on an over-the-counter basis). The firm brands its proprietary shampoos, conditioners and hair care lotions as premium products that command topshelf positioning, aligning the DS Healthcare brands with the names of the most respected hair stylists and salons in both the U.S. and internationally. The company has also achieved placement in various pharmacy chains, including CSB Drogaria and Farmalife, which own or operate 85 retail locations in Brazil. Drogaria’s overall product lineup covers >90% of all pharmaceutical consumer products sold to Brazilian customers. Capital-Efficient Business Model. In our view, this firm benefits from a flat organizational structure and a low expense base. Therefore, even relatively incremental increases in revenue are likely to have a significant impact on the firm’s bottom line. Although gross margins on DS Healthcare Group’s products are only in the 40% – 45% range, given the high costs associated with the premium packaging for these products, we believe that the relatively low expenditures on R&D and G&A demonstrate how efficiently this company is run and how rapidly it could become sustainably profitable. 2 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Investment Risks Financial outlook and history of unprofitable operations. DS Healthcare Group, Inc. has incurred losses since inception and is not expected to attain cash flow-positive status soon. Given these factors, DS Healthcare Group shares may constitute above-average risk and volatility, in our opinion. FDA unpredictability. While the company has thus far succeeded in incorporating prescription-grade compounds such as minoxidil and finasteride into its products, it may in future be required to submit additional product content and quality control data to the FDA. Agency requirements are unpredictable and subject to significant change. If the firm were to be required to furnish significant additional quality assurance information and / or submit to further regulatory monitoring, its ability to generate profits could be impaired and its products could be subject to marketing restrictions. Potential dependency on partners to provide enhanced market penetration. DS Healthcare Group is currently dependent upon its partners and distributors in order to achieve market penetration for its products. The firm partners with hair salons, consumer products stores and drug store chains in order to place its products inside the appropriate consumer healthcare product retail channel. If its partners do not appropriately position DS Healthcare Group’s products or if they elect not to continue ordering the products, the company could face substantial headwinds in generating revenue as it cannot sell its products in bulk independently. Competitive landscape. Unlike several of the more well-known firms operating in the cosmetics and cosmeceuticals arenas, DS Healthcare Group is extremely small. Its competitors in the hair loss reduction and prevention space include such established pharmaceutical firms as Merck & Co. with Propecia (finasteride), Johnson & Johnson with Rogaine (minoxidil), and Procter & Gamble with Nioxin (a proprietary blend of ingredients designed to stimulate hair regrowth, such as ensulizole and sulisobenzone). Both Propecia and Rogaine are currently available generically in the U.S. If DS Healthcare Group cannot effectively position its proprietary products against these kinds of hair loss reduction and prevention remedies, it may fail to reach profitability. Intellectual property risk. The company relies on patents and trade secrets to protect its products from competition. A court might not uphold DS Healthcare Group’s intellectual property rights, or it could find that DS Healthcare Group infringed upon another party’s property rights. In addition, generics firms could potentially find loopholes in DS Healthcare Group’s intellectual property estate, which might enable them to launch generic versions of the firm’s proprietary branded products prior to the expiry of patent protection on these products. Additional risks. As of June 30th, 2013, DS Healthcare Group, Inc. had about $0.5 million in cash and equivalents. While the firm is not projected to burn a significant amount of cash near-term, these estimates could change if the company needed to spend substantially more capital on product development, packaging and marketing. Other sources of cash could include: distributorship fees from partnerships, warrant and option exercises or issuance of more shares. If the firm fails to validate the commercial appeal of its products and drive revenue growth, it may not be able to raise cash at all. Industry risks. Emerging consumer healthcare stocks are inherently volatile and increasingly subject to development and regulatory risk. Meeting or missing commercialization milestones may result in a significant change in the perception of the company and the stock price. We do not anticipate volatility subsiding in the near term. For additional risk considerations, please refer to the company's SEC filings. 3 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Valuation Comparables Analysis: Given that DS Healthcare Group is currently unprofitable and considering our belief that sustainable profitability is roughly a year away, we use a discounted cash flow-based approach to value the shares. Based on a comparables analysis, it appears the stock is worth $5.50 per share, utilizing our estimate of an $85 million risk-adjusted net present value (rNPV) for the firm’s portfolio of marketed proprietary hair loss reduction and prevention products. This assumes that the shares trade in-line with the comp group’s present average enterprise value of roughly $85 million and that the firm has ~17 million shares outstanding (fully-diluted) in late 2014. Table 1: Comparable Company Analysis (Millions, Except Per-Share Data) Development stage Marketed Marketed Marketed Marketed Marketed Marketed Marketed Marketed Phase 2 / 3 Marketed Market Sector Tissue Repair Hair Care Hair Care / Skin Care Health / Beauty Products Personal Care Products Herbal Supplements Cosmeceuticals DTC Products Pain / CNS Muscle Health Company Name Anika Therapeutics Biologix Hair Bonamour Inc. CCA Industries China Nepstar Chain Drugstore Empowered Products Fibrocell Science Liberator Medical Holdings Imprimis Pharmaceuticals Muscle Pharm Corp. Ticker ANIK BLGX BONI CAW NPD EMPO FCSC LBMH IMMY MSLP Rating Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Closing Price (10/29/13) $28.04 $.21 $.28 $3.10 $1.84 $.38 $4.02 $2.32 $4.15 $9.85 Shares (MM) 14 28 200 7 98 63 28 52 9 9 Average Market Cap ($MM) 379 6 56 22 180 24 111 122 37 87 Cash ($MM) 54 0 0 7 100 0 21 11 18 9 Debt ($MM) 9 15 0 0 0 0 0 3 0 0 102 Enterprise Value ($MM) 334 21 56 15 79 24 90 114 19 78 86 Discrepancy Current valuation Personal Care DS Healthcare Group, Inc. DSKX Buy $1.92 12.3 24 0.5 1.5 25 95 9 0 Projected 86 Derived 12-month comparable value Target valuation (15-month) Personal Care DS Healthcare Group, Inc. DSKX Buy $5.50 16.9 Source: First Call and Aegis Capital Corp. estimates Free Cash Flow: We estimate that DS Healthcare Group could be free cash flow negative for the foreseeable future. We define free cash flow as operating cash flow minus capital expenditures and dividend payments. We utilize a discounted cash flow analysis supporting a risk-adjusted Net Present Value (rNPV) framework to derive our $5.50 price target. This approach is described further in the next section of the report. Our detailed analysis is split into three principal components – our discounted cash flow model including the rNPV assessment of the firm’s marketed products; our assessment of the target markets and the associated sales model for the company’s current product lineup; and the near-term financial outlook for the company. Our historical income statement and financial projections are presented at the back of this report. Risk-Adjusted Net Present Value Analysis Detailed analysis of our risk-adjusted NPV calculation is presented below. We have utilized a discount rate of 20%, an effective tax rate of 40%, and a sales and marketing offset of 55%, which factors in gross margins of 45% – 50% that improve over time. Our market model can be found in Table 4. Table 2: Market Metrics Discount rate Sales and marketing offset Tax rate NPV ($ MM) 20% 55% 40% 90 Source: Company reports; Aegis Capital Corp. estimates We have modeled sales in only the U.S., Latin America and China, since this appeared to be a reasonably conservative approach. Investors should note that DS Healthcare’s products are in fact currently being commercialized in territories beyond these countries. 4 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Company Overview Formerly known as Divine Skin, Inc., also known as DS Laboratories, DS Healthcare Group, Inc. is a Florida corporation that was incorporated on January 26, 2007. Since inception, the firm has worked to develop its products through a rigorous development process involving the testing of proprietary blends of phytochemicals and antioxidants combined with compounds that have been pharmaceutically proven to stimulate hair regrowth. As shown below, the firm has also developed a distinctive and differentiated product packaging approach, designed to capture the attention of the consumer. Figure 1: Flagship Product Portfolio – Premium Packaging Source: DS Healthcare Group, Inc. The firm develops proprietary topical formulations, which utilize the emerging science behind nanosomes. These enhance the penetration of various organic compounds without causing inflammation – a known issue with alcohol / propylene glycol formulations. Inflammation has been linked to perifollicular fibrosis, which is a known accelerant of hair loss. DS Healthcare has developed milder formulations that are less likely to cause these localized inflammatory reactions. The firm’s proprietary solid lipid nanosomes have the added advantage of facilitating the penetration of the compounds in the firm’s hair care products into the hair follicles – the primary site of therapeutic action. DS Healthcare uses a network of specialty retailers across North America and distributors throughout Europe, Asia and South America. Globally, the company utilizes a mix of specialty retailers, spas, salons and other distributors. The firm’s branded products are manufactured by third-party suppliers on an order-by-order basis, mainly sold under its flagship “DS Laboratories” brand. It also offers certain products via its “Polaris Labs”, “Sigma Skin” and “Pure Guild” brands. The current product portfolio is shown below: Table 3: DS Healthcare Product Lineup Hair Re-Growth Hair Care Skin Care Personal Care Anti-Aging Revita Dandrene Hydroviton.CR Hydroviton.CR Viterol.A Revita.LT Nia Keramene Keramene Revita. COR Radia Oligo.DX Nirena Revita.EPS Trioxil Revita.EPS Spectral.DNC Vexum.SL Spectral.DNC-L Spectral DNC-N Spectral.RS Source: DS Healthcare Group, Inc. We believe that the company’s diversified product portfolio should enable it to drive growth sustainably in a relatively risk-mitigated manner. Furthermore, if any of its branded product lineups becomes successful, we believe that DS Healthcare could attract the attention of one of the more established firms in the cosmetics and cosmeceuticals sector. Such companies have demonstrated a consistent willingness to pay high premiums for successful consumer products within the personal care domain. 5 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Principal Product Portfolio Overview Hair Re-Growth and General Hair Care Revita® Shampoo and Revita.Cor Conditioner Revita is a hair growth stimulating shampoo. The Revita suite uses a combination of materials specially designed to maintain scalp vitality and act on follicle dysfunctions. This formulation is developed completely without the use of sodium lauryl sulfate or sodium laureth sulfate, commonly-used low-cost detergents in shampoos and cleansers that are linked to skin irritation, drying, and hair loss due to follicle attack. In a recent clinical study of Revita's effectiveness, 90% of volunteers reported less hair loss, 85% reported better appearance, 75% reported feeling cleaner, and 70% reported faster hair growth. DS Healthcare also recently launched the Revita.LT brand, which is specifically formulated for blond and other light hair colors. Revita.Cor is the firm’s hair growthstimulating conditioner. It contains a relatively high (4%) concentration of caffeine, among other ingredients. According to independent studies at the University of Jena in Germany in 2000 using hair samples from the scalps of young men entering into the first stages of hormone-related hair loss, topical caffeine solution treatment increased average hair growth by 46% and the hair life cycle was extended by 37% vs. the control group. Spectral® The company’s Spectral® line of products are topical lotions and sprays designed for men with advanced androgenic alopecia, colloquially referred to as male pattern baldness. Spectral.DNC, a spray formula, Spectral.DNC-L, a lotion, and Spectral DNC-N are designed to re-grow hair through multiple pathways. One of the active ingredients in the DNC and DNC-L products is Procyanidin B-2 complex. The company believes that this formula helps retain and re-grow hair. In an independent study published in the British Journal of Dermatology in 2002, Procyanidin B-2 was shown to shorten the hair resting phase and prolong the hair growth phase, thereby improving hair growth results. This treatment uses over 10 active compounds that trigger different processes in the scalp to generate healthy hair and contains nanosome microspheres to enhance skin absorption. Spectral.RS is a topical treatment for advanced androgenic alopecia. It is designed to address multiple causes that lead to thinning hair such as perifollicular fibrosis and internal factors such as stress, hormonal disturbances, lack of vitamins and mineral salts, and the use of certain medications. Perifollicular fibrosis accompanies all hair loss; in this condition, the collagen around the hair root becomes rigid and tightens, pushing the root to the surface and thus causing the premature loss of hair. One of the active ingredients in Spectral.RS is adenosine, which was shown to be effective at inducing hair growth in an independent clinical study conducted by Shiseido Laboratories in 2005. Adenosine is a purine nucleoside consisting of a molecule of adenine attached to a ribose sugar moiety via a β-N9-glycosidic bond. It plays an important role in biochemical processes (e.g. energy transfer) – as adenosine triphosphate (ATP) and adenosine diphosphate (ADP) – and in signal transduction as cyclic adenosine monophosphate (cAMP). It is known to regulate a number of important physiological functions, and also acts as an anti-inflammatory mediator at the adenosine A2A receptor. Dandrene® Dandrene is an anti-fungal shampoo designed to treat itchy scalp and dandruff. The product includes anti-mycotic properties, which inhibit the infectious fungi that generate dandruff scales. 6 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Skin Care Hydroviton® A skin cleanser for oily and acne prone skin, this product contains liposome-encapsulated azelaic acid (trade name: Azelosome). In a 2006 independent study by Engelhard, Azelosome achieved 46% suppression of 5α-reductase, a hormone that causes oily skin. Keramene® A hair removal agent, this product is formulated to suppress hair growth and softens remaining hair strands, and combines plant hormones, natural palmatine and nondihydroguaiaretic acid. It uses two complementary pathways: a) inducing follicles into the catagen state so they stop growing hairs, and b) suppressing kerafinocyte proliferation so remaining hairs grow slower. It contains telocapil, among other ingredients, shown in a 2003 independent study by Provital Group to reduce hair growth. Oligo® Oligo.DX is a cream designed to improve the appearance of cellulite from women’s thighs, hips and buttocks. It contains a liposomal complex of caffeine and escin among other ingredients, which were tested in a study by an independent group in Spain in 2002. The action of this complex was evaluated through an in vivo study performed on 20 females with cellulite imperfections, aged between 18 and 70. The product was applied daily for 60 days on specific body areas and the following parameters were identified: 1) Buttock circumference: 15% of patients showed a decrease of 2.0 – 3.0 cm while 60% showed a decrease of 0.5 – 1.0 cm 2) Thigh circumference: 85% of patients presented a decrease of 0.5 – 1.0 cm 3) Body fat mass: 50% of patients showed a significant decrease of 0.6 – 1.4 kg. Trioxil® Trioxil (bisazulene gel) is an acne cream. It contains Ichthyol Pale, among other ingredients, which has been shown to reduce skin blemishes under an independent study conducted on 101 test persons who were treated with a 1% formulation. The study was conducted by ICHTHYOL-Gesellschaft in Germany in 2004. Personal Care Nirena® Nirena is an intimate feminine care cleanser developed without cheap detergents, harsh chemicals, and low pH tolerances, which DS Healthcare believes are commonly found in other commercially available products. The principle active ingredient in Nirena is Brazilian peppertree extract. In clinical studies, extract of the Brazilian peppertree displayed antimicrobial properties. A 1974 independent study used the herb effectively to treat 100 patients with chronic cervicitis and vaginitis. Revita.EPS Revita.EPS is a product based on advanced bio-peptides that are designed to grow and increase the length and girth of eyelash hair. The bio-peptides include SymPeptide 226EL, which under independent studies conducted by Symrise Corp. in 2007 have shown a 25% increase in eyelash length after 2 weeks of use. 7 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Nanosome Encapsulation Nanosomes are very small microparticle-based capsules, which were studied in various contexts beginning roughly a decade ago but which have started to be used in different cosmetic and cosmeceutical applications because of their broad utility in enhancing the penetration of organic compounds through the skin. In addition, because they can be prepared using a wide range of components – lipids, phospholipids, colloids – nanosomes can be engineered to specifically create a defined penetrative profile for a product. Thus, they can be used to target active compounds within a particular product formulation to a particular target under the epidermal surface. This is especially important in treatment of hair loss, where the primary target of therapy must be the base of the hair follicle. Figure 2: Nanosome Technology Source: DS Healthcare Group, Inc. In our view, the fact that DS Healthcare currently possesses the only topical hair loss therapy that uses nanosome technology is a significant competitive advantage. Although we note that other companies can also use nanosomes, thus far DS Healthcare remains the only firm in the hair loss reduction and prevention domain that is employing them. 8 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Hair Loss Overview It is important to understand the molecular mechanisms underlying hair loss, since these constitute the basis of DS Healthcare’s hair care products. The main disorder being targeted here is clinically known as androgenic alopecia, or pattern baldness. It is known to affect roughly 70% of men and 40% of women over the course of their lifespan. Men typically present with hairline recession at the temples and vertex balding, while women normally exhibit hair thinning in a diffuse pattern over the top of their scalps. Both genetic and environmental factors play a role, and many etiologies remain unknown. The only confirmed external factor is stress, while the principal hormonal mechanism driving androgenic alopecia involves dihydrotestosterone (DHT). The synthesis of DHT from testosterone via the enzyme 5-alpha-reductase (5-α-reductase) causes several processes implicated in hair loss – the induction of pro-inflammatory cascades within the hair follicle; increased production of reactive oxygen species, creating an environment of oxidative stress; and suppression of growth factors that are essential for follicle health and normal proliferation of cells at the level of the mesenchymal dermal papillae. Papillar cells are required for normal replacement and regeneration of hair follicles, along with regrowth of hair lost due to normal turnover. The structure of a hair follicle lying within the skin is shown in the figure below. Figure 3: Hair Follicle Cellular Structure Source: Molecular Biology Of The Cell (2005) 9 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 The nature and extent of hair loss in men is typically evaluated using the HamiltonNorwood Scale (a different rating instrument – the Ludwig scale – is used for women). The pictorial illustration of the Norwood rating scheme is shown in the figure below. Figure 4: Norwood Scale For Rating Male Pattern Baldness Source: American Hair Loss Association (2010) Data obtained from double-blinded, controlled studies conducted by independent groups using DS Healthcare’s Revita® and Spectral® products has shown that hair regrowth can be stimulated by using these products. However, it is important to note that thus far DS Healthcare has not managed to develop anything that would regenerate hair from dead follicles. Accordingly, someone who – on the above Norwood scale – would rate a 4A or greater, meaning that their follicles have completely degenerated, would likely have a poor response to therapy. Early treatment seems paramount in order for efficacy to be achieved. The figure below depicts independent clinical data from one of these studies. Figure 5: DS Healthcare Controlled Trial Results Source: DS Healthcare Group, Inc. The targeting of multiple pathways in DS Healthcare’s products ensures that the efficacy of these topical formulations is optimized. Although new techniques to prevent hair loss and regrow hair – even in areas where the follicles have been lost – are being developed (e.g. follicle transplantation, bimatoprost, prostaglandin D2 synthase inhibitors), in our view DS Healthcare now represents the state of the art in hair loss therapy. 10 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Consumer Healthcare Market Opportunity In this section, we provide some perspectives on the market potential for the company’s proprietary personal care products, with specific emphasis on the firm’s hair loss reduction and prevention portfolio. In our view, the hair loss products are likely to be the main drivers of revenue growth in the near- and long-term. The firm’s portfolio is classified within the domain of consumer products, which is a roughly $300 billion-ayear sector. Within this area, hair care represents approximately 20%, as shown below. Figure 6: Consumer Products Market Segmentation Source: Market research The chart below shows how the cosmetics market is broken down among the various firms operating in this area. While several firms have substantial market share, the sector remains fragmented. Leaders include L’Oréal, Estée Lauder, Procter & Gamble, Revlon, Avon, Shiseido and Coty (which recently went public, raising ~$1 billion in an IPO). Figure 7: Cosmetics Industry Company Breakdown Source: ScienceDirect 11 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Competitive Landscape The market for hair-growth products is dominated by Ortho-McNeil (Rogaine®, topical), Merck & Co. (Propecia®, internal), and GlaxoSmithKline (Avodart®, internal), primarily in the prescription-drug segment. Nioxin® scalp care products have generated sales internationally as well (currently marketed by Procter & Gamble). Rogaine® (oral minoxidil) Minoxidil is an antihypertensive vasodilator medication, which was also shown to slow down or stop hair loss and, under certain circumstances, promote hair regrowth. It is available over-the-counter for the treatment of androgenic alopecia. Widely used for the treatment of hair loss, it has been proven clinically effective in both the prevention of loss and in establishing varying degrees of hair re-growth in males and females suffering pattern baldness. Minoxidil must be used indefinitely for continued support of existing hair follicles and the maintenance of any experienced hair regrowth. Figure 8: Rogaine (Minoxidil) Chemical Structure Source: EvaluatePharma The initial formulations of minoxidil were orally bioavailable, branded under the name Loniten®, and aimed at treating high blood pressure. However, the drug was discovered to have the intriguing side effect of stimulating hair growth. Minoxidil may cause increased growth or darkening of fine body hairs, or, in some cases, significant hair growth. When the medication is discontinued, hair loss typically returns to its original rate within 30 to 60 days. Upjohn Corp. (subsequently Pharmacia & Upjohn; now part of Pfizer) produced a topical minoxidil solution to be used to treat baldness and hair loss, under the brand name Rogaine® in the U.S. and Canada, and Regaine® in Europe and the Asia-Pacific. Treatments usually include a 5% solution designed for men, and a 2% solution for women. Patent protection on minoxidil solution expired in February 1996. Propecia® (oral finasteride) Finasteride is a type II 5α-reductase inhibitor; by blocking this enzyme, it directly inhibits the conversion of testosterone – the canonical male sex hormone – to dihydrotestosterone (DHT). Considered a “supercharged” version of testosterone, DHT has 2 – 3 greater androgen receptor affinity than testosterone and has 15-30 times greater affinity than adrenal androgens. Men with androgenic alopecia have higher 5-α-reductase, lower total testosterone, higher unbound/free testosterone and higher free androgens, including DHT. 5-α-reductase expression is highest in the scalp and prostate. DHT is known to over-stimulate the androgen receptor, causing inhibition of growth factors such as insulin-like growth factor 1 (IGF-1) and increased production of inducible nitric oxide synthase (iNOS), which causes enhanced levels of oxidative stress. Within the scalp, these processes contribute to a deleterious environment around the hair follicle, 12 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 creating higher propensity for follicular degeneration and regression and thus stimulating hair loss. Accordingly, finasteride was developed and commercialized in order to specifically block the excess production of DHT. The drug was developed under the brand name Propecia® to treat male pattern baldness, and as Proscar® to treat benign prostatic hyperplasia (BPH), generally considered a precursor of prostate cancer. Figure 9: Propecia® (Finasteride) Chemical Structure Source: EvaluatePharma Finasteride is generally viewed as a highly effective hair loss prevention agent, although its efficacy is not dramatic in most cases and certain men fail to respond. As measured by hair counts, in a five-year study of men with mild to moderate hair loss, over 60% of the men who took 1mg of finasteride daily regrew some hair. In contrast, all of the men in the study who were not taking finasteride lost hair. In the same study, based on photographs that were reviewed by an independent panel of dermatologists, 48% of those treated with finasteride experienced visible regrowth of hair, and a further 42% had no further loss. Average hair count in the treatment group remained above baseline, and showed an increasing difference from hair count in the placebo group, for all five years of the study. Finasteride is effective only for as long as it is taken; the hair gained or maintained is lost within 6 – 12 months of ceasing therapy. In clinical studies, finasteride, like minoxidil, was shown to work on both the crown area and the hairline, but is most successful in the crown area. A recent 10-year study of 118 men treated with 1mg/day finasteride for androgenic alopecia found that 86% of men continued to benefit from treatment over the entire course of 10 years – showing increased or stable rates of hair growth – and only 14% experienced any further hair loss. Interestingly, it was found that subjects who showed the most hair growth in their first year of treatment were more likely to have better hair growth after five years, with nearly 69% of these patients experiencing continued growth; however, many of those who experienced no growth in their first year of treatment were found to improve later on. Furthermore, subjects over 30 years of age tended to have better hair growth in the long run, presumably due to having experienced more hair loss by that point in their lives in comparison. Side effects were seen in only 5.9% of patients, and no patients reported depression or gynecomastia (enlarged breast tissue). The effectiveness of finasteride in treating androgenic alopecia does not seem to decline over time, even in older patients (including those over 40 years of age), and it is well-tolerated overall. This study specifically looked at users who continued using the medication. A recent case control evaluated male pattern baldness patients with psychiatric sequellae after discontinuation of 13 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 finasteride, and reported depressive symptomatology and suicidal ideation for those who also experienced sexual side effects during use of the drug. In recent years, in fact, it has become apparent that Propecia® may cause more sexual side effects than first believed, and the FDA has issued stringent new label warnings. Since 2011, Merck has faced a steadily growing stream of lawsuits due to the side effects purportedly caused by Propecia®. The usage of this oral product has dropped significantly as a result. Nioxin® Originally developed by Nioxin Research Laboratories, the Nioxin® family of products comprises eight scalp and hair care systems that treat thinning hair. Nioxin ® does not stimulate hair growth, but rather enhances the health of the scalp and enhances the condition of hair already present. Nioxin® Scalp Treatment System 2 contains two main active ingredients as well as vitamins, enzymes and other biologically important chemicals. The main active ingredient in Nioxin® is phenylbenzimidazole sulfonic acid, or ensulizole, which is 4% of the total product, according to Nioxin Research Laboratories. This chemical is normally used in sunscreen and absorbs ultraviolet light in the 280 – 320 nm range. Ensulizole is a white to pale beige powder. Through including a sunscreen in Nioxin®, the scalp is protected from sunburn and is in healthier condition to produce full, healthy hair. The second active ingredient in Nioxin® is sulisobenzone, which constitutes 1.6% of the total product. Sulisobenzone is also used in sunscreen. Furthermore, Nioxin® includes several vitamins in its formula to nourish the scalp and hair follicles, as B vitamins are sometimes deficient in people with thinning or unhealthy hair. B vitamins in Nioxin® include pantothenic acid, or vitamin B5, folic acid or vitamin B9, niacin or vitamin B3, biotin, or vitamin B7, pyridoxine or vitamin B6, cyanocobalamin, a synthetic form of vitamin B12, and thiamine or vitamin B1. In addition, Nioxin® also includes the chemicals ubiquinone, co-enzyme A, glycoproteins, clorphenesin, and melanin, according to Nioxin Research Laboratories. Ubiquinone, commonly known as co-enzyme Q10, is an antioxidant and may boost the immune system, creating a healthier scalp environment. Co-enzyme A is in a complex with pantothenic acid or vitamin B5, and is required for many biochemical reactions including synthesis of fats and acetylation of proteins important for cell division. Glycoproteins are proteins that are important for cell signaling, growth and division. Clorphenesin is an antifungal with antibacterial properties and melanin produces hair color. From our perspective, Nioxin® represents possibly the closest comparable to DS Healthcare Group’s hair loss reduction and prevention product suite. We believe that investors should be encouraged by the fact that Nioxin Research Laboratories showed sufficient commercial traction with its product lineup to warrant being acquired by Procter & Gamble in September 2008 for over $300 million, or roughly 10 times sales. Prior to its acquisition, Nioxin Research Laboratories had achieved market entry with the Nioxin lineup in 42 countries, with particularly strong growth being achieved in Asia and Latin America. In our view, the success that this firm managed to achieve internationally bodes well for DS Healthcare and demonstrates that complex products involving blends of agents with proven anti-hair loss activity resonate with consumers. We feel DS Healthcare possesses certain advantages vs. Nioxin Research Laboratories – its insistence upon the utilization of only clinically-validated ingredients as well as upon the conduction of double-blinded, controlled clinical trials in human volunteers to test the efficacy of its products is unparalleled in the hair care industry. Accordingly, therefore, we believe that DS Healthcare could over time establish an even more solid reputation than Nioxin Research Laboratories. In addition, we note that the DS Healthcare product lineup is broader than the Nioxin® franchise, which could make DS Healthcare more attractive as a target. The DS Healthcare products actively stimulate hair regrowth, while the Nioxin® product suite was primarily designed to promote scalp health. 14 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Global Consumer Healthcare Market Model We have modeled sales of DS Healthcare Group products in three major geographies – the U.S., Latin America (principally Brazil and Mexico, as these are the countries where the firm currently has the strongest sales and distribution arrangements), and China (which the company recently entered and where sales are expected to begin being generated in late 2013). The modeling approach used assumes that these are the most important territories for DS Healthcare because of the size of the populations involved. We note that this is a conservative methodology for several reasons – first, DS Healthcare products are already being sold in areas outside the ones that we have modeled, since the company has successfully established distribution arrangements in 15 countries to date; second, the firm is likely to develop additional personal care brands beyond the hair care, skin care and feminine hygiene domains, but we are not projecting any sales potential for such future product launches; and third, we have assumed extremely low penetration rates in the countries where we have modeled out sales. As an example, peak global sales in our model are estimated at only $230 million, whereas the estimated market for hair care products in Brazil alone is worth ~$9 billion annually. The figure below depicts the various geographies in which DS Healthcare has established a foothold for its products. Figure 10: DS Healthcare International Presence Source: DS Healthcare Group, Inc. After Japan, Brazil is the largest cosmetics market. Sales topped $43 billion in 2011, representing rapid growth of 142% in a five-year period. By comparison, the cosmetics markets in Japan and the U.S. rose 40% and 7.3%, respectively in the same time frame. Brazil also happens to be a nation fixated on hair. Shampoos and conditioners rank as the largest personal care consumer products category with growth of 40% in 2012. These types of products are expected to account for over 20% of total personal products sales in 2016. Brazilians put a high premium on hair care, more so than other countries, because wide racial diversity there includes all eight hair types, making hair care a national pastime. Long, straight and smooth hair is the ultimate cultural approval in Brazil, where racial discrimination is based on appearance and not on ethnic origin. According to Euromonitor International, total sales of beauty and personal care products in China tripled in size from 2000 to reach an estimated $24 billion in 2010. Euromonitor projects the market will grow to $34 billion by 2015. Analysts believe this rapid pace is driven by the increasing affluence of China's fast-growing middle class. Based on these statistics, we believe there is room for substantial upside to our projections. We have also assumed 45% – 50% margins with a 20% discount rate. 15 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Table 4: Estimated U.S. and International Sales – Market Size Model U.S. Population Androgenic alopecia patients seeking treatment Prevalence Skin and hygiene product customers Prevalence Hair care product penetration rate Skin and hygiene product penetration rate Hair care product annual cost ($) Skin and hygiene product annual cost ($) Total hair care customers Total skin and feminine hygiene customers U.S. product sales ($ MM) Brazil & Mexico Population Population growth rate Androgenic alopecia patients seeking treatment Prevalence Skin and hygiene product customers Prevalence Hair care product penetration rate Skin and hygiene product penetration rate Hair care product annual cost ($) Skin and hygiene product annual cost ($) Total hair care customers Total skin and feminine hygiene customers Latin America product sales ($ MM) China Population Population growth rate Androgenic alopecia patients seeking treatment Prevalence Skin and hygiene product customers Prevalence Hair care product penetration rate Skin and hygiene product penetration rate Hair care product annual cost ($) Skin and hygiene product annual cost ($) Total hair care customers Total skin and feminine hygiene customers China product sales ($ MM) Total worldwide product sales ($ MM) 2013 315,000,000 2014 318,937,500 2015 322,924,219 2016 326,960,771 2017 331,047,781 2018 335,185,878 2019 339,375,702 2020 343,617,898 2021 347,913,122 2022 352,262,036 2023 356,665,311 2024 361,123,628 2025 365,637,673 2026 370,208,144 2027 374,835,746 2028 379,521,193 2029 384,265,208 2030 389,068,523 37,800,000 12% 25,200,000 8% 38,272,500 12% 26,152,875 8% 40,365,527 13% 27,448,559 9% 41,850,979 13% 29,099,509 9% 42,705,164 13% 29,794,300 9% 43,909,350 13% 30,166,729 9% 45,136,968 13% 30,543,813 9% 46,388,416 14% 30,925,611 9% 46,968,271 14% 31,312,181 9% 47,555,375 14% 31,703,583 9% 48,149,817 14% 32,099,878 9% 48,751,690 14% 32,501,126 9% 49,361,086 14% 32,907,391 9% 49,978,099 14% 33,318,733 9% 50,602,826 14% 33,735,217 9% 51,235,361 14% 34,156,907 9% 51,875,803 14% 34,583,869 9% 52,524,251 14% 35,016,167 9% 0.03% 0.06% 0.04% 0.07% 0.06% 0.07% 0.08% 0.09% 0.15% 0.10% 0.18% 0.12% 0.21% 0.15% 0.25% 0.18% 0.32% 0.22% 0.38% 0.25% 0.44% 0.30% 0.50% 0.22% 0.41% 0.18% 0.32% 0.12% 0.24% 0.07% 0.17% 0.04% 0.14% 0.03% 0.09% 0.01% 300 200 308 205 323 211 339 217 356 224 374 231 392 238 404 245 416 252 429 260 442 267 455 276 469 284 483 292 497 301 512 310 527 319 543 329 11,340 15,120 13,395 18,307 24,219 19,214 33,481 26,190 64,058 29,794 79,037 36,200 94,788 45,816 115,971 55,666 150,298 68,887 180,710 79,259 211,859 96,300 243,758 71,502 202,380 59,233 159,930 39,982 121,447 23,615 87,100 13,663 72,626 10,375 47,272 3,502 6 8 12 17 29 38 48 61 80 98 119 131 112 89 67 49 42 27 318,000,000 1.50% 322,770,000 1.50% 327,611,550 1.50% 332,525,723 1.50% 337,513,609 1.50% 342,576,313 1.50% 347,543,670 1.45% 352,339,772 1.38% 357,096,359 1.35% 361,738,612 1.30% 366,441,214 1.30% 371,204,950 1.30% 376,030,614 1.30% 380,919,012 1.30% 385,870,959 1.30% 390,887,282 1.30% 395,968,816 1.30% 401,116,411 1.30% 47,700,000 15% 31,800,000 10% 49,061,040 15% 32,277,000 10% 50,452,179 15% 32,761,155 10% 51,541,487 16% 33,252,572 10% 52,652,123 16% 33,751,361 10% 53,784,481 16% 34,257,631 10% 54,911,900 16% 34,754,367 10% 56,374,364 16% 35,233,977 10% 57,135,417 16% 35,709,636 10% 57,878,178 16% 36,173,861 10% 58,630,594 16% 36,644,121 10% 59,392,792 16% 37,120,495 10% 60,164,898 16% 37,603,061 10% 60,947,042 16% 38,091,901 10% 61,739,353 16% 38,587,096 10% 62,541,965 16% 39,088,728 10% 63,355,011 16% 39,596,882 10% 64,178,626 16% 40,111,641 10% 0.08% 0.09% 0.10% 0.11% 0.12% 0.13% 0.14% 0.15% 0.15% 0.16% 0.18% 0.18% 0.22% 0.19% 0.25% 0.21% 0.26% 0.22% 0.28% 0.21% 0.31% 0.19% 0.35% 0.17% 0.32% 0.16% 0.24% 0.12% 0.19% 0.07% 0.14% 0.04% 0.09% 0.03% 0.06% 0.01% 140 100 37,206 28,620 8 144 103 151 106 158 109 166 112 174 115 183 119 189 122 194 126 200 130 206 134 212 138 219 142 225 146 232 151 239 155 246 160 254 164 49,061 35,505 59,534 42,590 72,158 49,879 78,978 54,002 96,812 61,664 120,806 66,033 140,936 73,991 148,552 78,561 162,059 75,965 181,755 69,624 207,875 63,105 192,528 60,165 146,273 45,710 117,305 27,011 87,559 15,635 57,020 11,879 38,507 4,011 11 13 17 19 24 30 36 39 42 47 53 51 40 31 23 16 10 1,354,000,000 1,370,248,000 1,386,690,976 1,402,637,922 1,418,066,939 1,433,382,062 1,448,719,250 1,463,930,803 1,479,302,076 1,494,834,748 1,510,530,513 1,526,391,083 1,542,418,189 1,558,613,580 1,574,979,023 1,591,516,303 1,608,227,224 1,625,113,610 1.25% 1.20% 1.20% 1.15% 1.10% 1.08% 1.07% 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% 176,020,000 13% 81,240,000 6% 184,983,480 14% 89,066,120 7% 194,136,737 14% 95,681,677 7% 197,771,947 14% 98,184,655 7% 201,365,505 14% 102,100,820 7% 207,840,399 15% 107,503,655 8% 210,064,291 15% 113,000,102 8% 212,269,966 15% 131,753,772 9% 214,498,801 15% 147,930,208 10% 216,751,038 15% 156,957,649 11% 219,026,924 15% 166,158,356 11% 221,326,707 15% 170,955,801 11% 223,650,637 15% 178,920,510 12% 225,998,969 15% 187,033,630 12% 228,371,958 15% 188,997,483 12% 230,769,864 15% 190,981,956 12% 233,192,947 15% 192,987,267 12% 243,767,041 15% 195,013,633 12% 0.00% 0.01% 0.00% 0.01% 0.01% 0.01% 0.02% 0.02% 0.03% 0.03% 0.03% 0.04% 0.04% 0.05% 0.04% 0.06% 0.04% 0.06% 0.05% 0.07% 0.05% 0.07% 0.05% 0.06% 0.04% 0.05% 0.03% 0.04% 0.03% 0.03% 0.02% 0.02% 0.02% 0.01% 0.01% 0.01% 180 120 185 123 194 127 203 130 214 134 224 138 235 143 243 147 250 151 257 156 265 160 273 165 281 170 290 175 298 181 307 186 316 192 326 197 3,520 4,062 4,902 4,453 11,648 9,568 39,554 14,728 50,341 30,630 62,352 43,001 73,523 56,500 84,908 72,465 90,089 88,758 97,538 102,022 100,752 116,311 106,237 105,993 82,751 89,460 67,800 74,813 57,093 60,479 46,154 36,287 34,979 23,158 24,377 9,751 1 16 1 20 3 29 10 44 15 64 20 82 25 103 31 127 36 155 41 181 45 211 47 230 38 201 33 161 28 127 21 93 16 73 10 47 Source: Company Reports and Aegis Capital Corp. estimates 16 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Cosmetics Industry Valuation Overview Since there have been a number of high-profile acquisition transactions and public listings in the past several years within the cosmetics and cosmeceuticals sectors, we believe it is important to highlight the valuation metrics underlying some of these transactions in this report. In our view, these transactions could provide an important framework for the manner in which DS Healthcare Group’s core business may be valued in the future if the firm can demonstrate the ability to rapidly grow sales and improve profit margins. We believe that the company’s diversified product lineup, global reach, differentiated branding strategy and insistence on quality could attract attention from larger companies, including firms such as Valeant (VRX/NYSE, Buy), which are also active in overlapping territories such as Brazil and other emerging markets. Table 5: Cosmetics / Cosmeceuticals Precedent Transactions Transaction Date Target / Issuer Transaction Value ($ MM) Transaction Type Buyers / Investors 4/22/2013 Obagi Medical Products, Inc. $439 Merger / Acquisition Valeant Pharmaceuticals International 12/19/2012 SkinMedica $350 Merger / Acquisition Allergan, Inc. 9/27/2010 St. Tropez Ltd. $99 Merger / Acquisition PZ Cussons plc 12/24/2009 Randall International, LP NA Merger / Acquisition LUJC International 12/20/2009 Chattem Inc. $2,239 Merger / Acquisition Sanofi S.A. 12/13/2009 Simple Health & Beauty $390 Merger / Acquisition Alberto-Culver Co. 6/16/2009 ZIRH Holdings, LLC NA Merger / Acquisition Procter & Gamble Co. 6/1/2009 The Art of Shaving, LLC $60 Merger / Acquisition Procter & Gamble Co. 12/3/2008 Nioxin Research Laboratories, Inc. $300 Merger / Acquisition Procter & Gamble Co. 9/30/2008 Noxell Corporation (Noxzema) $81 Merger / Acquisition Alberto-Culver Co. 3/25/2008 Frederic Fekkai & Co., LLC $330 Merger / Acquisition Procter & Gamble Co. 10/30/2007 Burt's Bees, Inc. $1,205 Merger / Acquisition Clorox Corp. 7/16/2007 Jemella Limited $326 Merger / Acquisition Montagu Private Equity Ltd. 12/18/2006 Avalon Natural Products , Inc. $120 Merger / Acquisition The Hain Celestial Group, Inc. Source: DS Healthcare Group, Inc. In June 2013, Coty, Inc. (COTY/NYSE, Not Rated), a retailer of fragrances and cosmetics such as Calvin Klein and NYC New York Color, raised $1 billion in an IPO, making it the biggest of any consumer products company to be listed in the U.S. In our view, long-term investors may be drawn to this pure-play beauty company’s prospects for growth, and management promises renewed efforts in skincare. There are plans for expansion in developing areas of Asia and Latin America, which represent rapidly growing markets that are being targeted by other beauty product makers. However, the firm’s operational performance has not been convincing. It posted $320 million in losses from write-downs on acquisitions in 2012, and despite being in business since 1904, sales growth has been comparatively lackluster. Revenues thus far in 2013 have been effectively flat vs. the prior-year period, but Coty currently has a $6 billion market cap. Substantial valuations in the beauty industry are relatively common. Nestlé (NSRGY.PK, Not Rated) – the nutrition, health, and wellness giant – may be selling its 30% share in L'Oréal SA (LRLCY.PK, Not Rated), owner of Lancôme's well-established line of skincare, makeup, and fragrance products along with brands such as Garnier hair care products and Maybelline mascara. Although top-line growth is about 6% yearly, L'Oréal has a market capitalization of $103 billion, meaning the sale could raise over $30 billion. While L'Oréal is a recognized brand, the majority of its offerings are simply reiterations of older-generation items like RevitaLift and Age Perfect. In mid-2013, Estée Lauder (EL) reported only a 7% rise in sales for its most recent quarter, predicting a potentially smaller increase for the next sequential period. The gain was led by its skincare line, mainly Advanced Night Repair, which touts a pseudo-scientific theory that skin restores itself during sleep. Yet, Estée Lauder’s market cap is $26 billion. In our view, the cosmetics and cosmeceuticals sectors are as much about marketing and branding as they are about safe and effective products. We believe that DS Healthcare represents an attractively-positioned opportunity that could receive attention from several more established cosmetics and cosmeceuticals purveyors in the future. 17 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Capital Structure and Financing History DS Healthcare performed a 10-for-1 reverse stock split in late 2012, in conjunction with its up-listing to the NASDAQ Capital Market. The company had ~12.3 million shares outstanding, along with approximately 250,000 million warrants and only 32,633 options, as of mid-2013. We thus derive a fully-diluted share count of about 12.5 million shares. Table 6: DS Healthcare Group Capital Structure (06/30/2013) Number of Shares Exercise Price Expiration Date Cash, cash equivalents and marketable securities Total Cash $461,384 Common Stock 12,259,279 Options 32,633 $0.10 2015 $3,263 Warrants 253,893 $4.67 2016 $1,185,680 Fully Diluted Shares 12,545,805 $1,650,328 Source: Company reports The table below depicts the financing history to date in terms of the private sales of common stock that have taken place. In our view, the fact that DS Healthcare has had to raise relatively little capital to support its operations shows how efficient the firm’s business model is and how well-positioned the firm could be to achieve profitability. Table 7: DS Healthcare Group Financing History Private Sale of Common Stock Common Period Shares 2010 Q1 2010 Q2 2010 Q3 2010 Q4 2010 2011 Q1 2011 Q2 2011 Q3 2011 Q4 2011 2012 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Gross Proceeds Price Issuance Costs Net Proceeds 111,200 173,400 66,000 100,000 450,600 $ $ $ $ 1.80 1.50 2.04 2.50 200,000 260,000 134,500 250,000 844,500 (60,000) (78,000) (36,600) (75,000) (249,600) 140,000 182,000 97,900 175,000 594,900 325,721 353,083 125,124 803,928 $ $ $ $ 2.52 2.59 2.66 - 821,000 916,250 332,250 2,069,500 (223,651) (179,974) (56,144) (459,769) 597,349 736,276 276,106 1,609,731 292,000 292,000 1,546,528 $ $ $ $ 2.51 - 732,000 732,000 3,646,000 (146,400) (146,400) (855,769) $ 585,600 585,600 2,790,231 $ $ Source: Company reports We consider DS Healthcare Group to be a relatively lean and efficiently-run firm. Investors should note that after less than a decade in operation, the firm has developed a broad portfolio of proprietary products; established a network of third-party manufacturers that can execute production runs on an order-by-order basis (thus ensuring that the company does not need to maintain excess inventory); and set up an array of distributors via which its products can be effectively commercialized without requiring significant in-house sales and marketing infrastructure. The accumulated deficit to date is approximately $6 million, which corresponds to a relatively modest burn rate. 18 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Financial Review and Outlook Revenue: We forecast $15.6 million and $20 million in revenue for 2013 and 2014, respectively. Management does not provide guidance. Additional Markets: We expect DS Healthcare to start commercializing its products in the People’s Republic of China over the course of the coming quarters. Further expansion into India and the Pacific Rim is anticipated. Profitability in 2014: We estimate that DS Healthcare should be able to achieve profitability on a sustainable basis starting in 2014, as sales continue to ramp and the company maintains an efficient approach to conducting R&D. Gross Margins: We project that the gross margins on the firm’s overall product lineup are likely to approximate 40% – 45%, which should gradually improve over time as economies of scale are realized. Operating Expenses: For 2013, we estimate operating expense levels that are slightly higher than those seen in 2012 and 2011. We estimate R&D of $0.2 million in 2013, as the company continues to improve its proprietary formulations; however, we do not anticipate that this firm is ever likely to spend a substantial amount on R&D as its activities in this area tend to be less capital-intensive and do not involve the typical costs associated with pharmaceutical development (e.g. human clinical trials). Taxes: We assume a ~40% corporate tax rate. As of end-2012, the company had net operating loss carry-forwards of $4.3 million. Unused net operating loss carry-forwards will expire at various dates beginning in 2029 and ending in 2031. In our estimation, the existing carry-forwards are unlikely to substantially offset future taxable income. Share Count: The outstanding fully-diluted share count stands at 13 million shares. The fully-diluted shares account for the conversion of 0.3 million shares in the form of options and warrants, with a total of 0.3 million shares being potentially dilutive. Given the company’s cash position, strategic goals, and capital structure, a share repurchase program is unlikely, in our view. EPS: We forecast EPS of ($0.12) and $0.03 for 2013 and 2014, respectively. We estimate that the company could achieve breakeven in early to mid-2014 and turn sustainably profitable within that time frame on a trailing twelve-month basis. Balance Sheet: The firm held roughly $0.5 million in cash as of June 30th, 2013. We estimate $9.3 million in cash by late 2014, reflecting further net cash spend and a single equity financing in early 2014. Cash Flow: We estimate that the firm will consume roughly $0.9 million in operating cash flows during 2013. Additional funding may be required to support operational activities beyond 2013, particularly if the company’s revenue trajectory is not as solid as we project or if the firm elects to pursue additional expansion via acquisition. Guidance: The firm does not provide financial guidance. 19 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Management Team Daniel Khesin President & Chief Executive Officer Mr. Khesin founded DS Healthcare Group under its original name, Divine Skin, following his discovery of several innovative product formulations for the personal care space. He has served as President and CEO since the firm was founded in 2007. Prior to that time, Mr. Khesin was CEO of DK Design Group, Inc., a professional audio company, where he managed investments, engaged in the incubation of new technology and developed a distribution network from January 2004 to 2005. Previously, he was Vice President of Operations of Free Razor, LLC, a continuity program for personal care products from 2003 to 2004. Mr. Khesin attended Hunter College in New York City. Gary Rodney, CPA, M.B.A. Chief Financial Officer Mr. Rodney currently serves as the firm’s acting CFO, and possesses over 20 years of experience with preparing SEC filings, providing CFO / controller services, and raising capital for private and public companies. He holds a B.S. degree in business administration from Florida International University and an M.B.A. from Barry University, Miami Shores, FL. Mr. Rodney is also a Certified Public Accountant. Michael Paul Strong Director of Operations Michael Paul Strong has served as the firm’s Vice President of Sales since its inception. Prior to joining DS Healthcare, he was a language instructor in Rio de Janeiro, Brazil. Mr. Strong is responsible for all sales and product distribution activities and oversees our sales, education and marketing personnel. He is fluent in English and Portuguese. Board of Directors Daniel Khesin, M.D. Chairman, President & CEO See management bios in previous section. Keith Markey, Ph.D., M.B.A. Independent Director Dr. Markey has served as the science director for Griffin Securities Inc., an investment banking firm based in New York City, since November 2007. From 1985 through October 2007, he served as junior analyst and associate research director for Value Line Publishing Co. Dr. Markey is currently a member of the New York Academy of Science, Licensing Executive Society and the National Association of Science Writers. He received his undergraduate degree from Syracuse University, a Ph.D. from the University of Connecticut and an M.B.A. degree from New York University. Matthew Pfeffer, CPA Independent Director Mr. Pfeffer has been Corporate Vice President and CFO of Mannkind Corp. (MNKD/NASDAQ, Not Rated) since April 2008. Previously, Mr. Pfeffer served as Chief Financial Officer and Senior Vice President of Finance and Administration of VaxGen, Inc. from March 2006 until April 2008, with responsibility for finance, tax, treasury, human resources, IT, purchasing and facilities functions. Prior to VaxGen, Mr. Pfeffer served as CFO of Cell Genesys, Inc. Prior to that, he served in a variety of financial management positions at other companies. He began his career at Price Waterhouse, has a bachelor’s degree in accounting from the University of California, Berkeley and is a Certified Public Accountant. 20 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Bernhard Opitz Independent Director Mr. Opitz has served as Executive Vice President of Cody Laboratories Inc., a manufacturer of APIs and pharmaceutical solutions, since August 2011. He holds an MS/BS degree in Engineering from the Technical University Graz, Austria. Mr. Opitz previously held various positions in Engineering, Manufacturing, and Product Development at Bayer AG (XETRA: BAYN.DE, Not Rated) in Germany, Italy and the U.S. from 1980 to 2000, including Vice President of Operations, and Senior Vice President of Engineering for Bayer Corp. Before joining Cody Laboratories, Mr. Opitz also served as Senior Vice President for Ikonisys, a medical device start-up, as Vice President Engineering for Wells’ Dairy, a privately held company, as Vice President Manufacturing for Nanosphere Inc., a diagnostic company, and as Senior Vice President for Unilife Corp., a medical device company. 21 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Table 8: DS Healthcare Group, Inc. (DSKX) – Historical Income Statements, Financial Projections FY end December 31 $, except per share data 4QE 2013E 1QE 3,431,154 - 3,828,460 - 4,390,250 - 15,615,229 - 3,550,000 - 3,965,365 3,431,154 3,828,460 4,390,250 15,615,229 6,749,657 196,107 3,640,433 4,249,470 2,190,681 28,998 728,000 1,508,675 1,830,068 47,702 846,664 1,369,558 1,914,230 41,000 900,000 1,200,000 2,085,369 50,000 1,050,000 1,150,000 Total expenses 14,835,668 4,456,354 4,093,992 4,055,230 4,335,369 Gain (loss) from operations (3,611,244) (490,989) (662,838) (226,770) 54,881 (48,133) (19,745) (41,817) (35,000) (38,000) 36,266 56,615 (55,954) - - Total revenue Expenses Cost of product and service revenue Research & development Selling and marketing General and administrative Other income/expense Interest income/expense Realized loss on marketable securities Other income/expense Total investment income and other Loss before provision for income taxes Deferred income tax benefit Provision for income taxes Net loss/income Noncontrolling Interest Net loss Attributable to Shareholders Net loss per share (basic) Net loss per share (diluted) Weighted average number of shares outstanding (basic) Weighted average number of shares outstanding (diluted) 1QA 11,224,424 - 3,965,365 - 11,224,424 2013E 2QA 3QE Revenue Product revenue Service revenue Research and other 2012A (11,867) 3QE 4QE 2014E 2015E 4,650,000 - 5,300,000 - 6,500,000 - 20,000,000 - 28,800,000 - 3,550,000 4,650,000 5,300,000 6,500,000 20,000,000 28,800,000 8,020,348 167,700 3,524,664 5,228,233 1,597,500 53,000 1,100,000 1,100,000 1,976,250 55,000 1,200,000 1,200,000 2,120,000 70,000 1,350,000 1,300,000 2,600,000 80,000 1,500,000 1,500,000 8,293,750 258,000 5,150,000 5,100,000 12,779,000 475,000 7,200,000 6,650,000 16,940,945 3,850,500 4,431,250 4,840,000 5,680,000 18,801,750 27,104,000 (1,325,716) (300,500) 218,750 460,000 820,000 1,198,250 1,696,000 (134,562) (40,000) (50,000) (70,000) (80,000) - - - - 661 36,870 (97,771) (35,000) (38,000) (454,119) (760,609) (261,770) 16,881 (7,996) - (2,893) - (3,623,111) (16,366) (3,606,745) (462,115) (4,122) (457,993) (763,502) (6,439) (757,063) (261,770) (4,000) (257,770) 16,881 1,000 15,881 (1,470,506) (13,561) (1,456,945) (0.32) (0.32) (0.04) (0.04) (0.06) (0.06) (0.02) (0.02) 0.00 0.00 (0.12) (0.12) (3,623,111) - 11,106,145 11,106,145 12,137,997 12,137,997 12,209,433 12,209,433 - 12,409,279 12,409,279 - 12,814,279 12,814,279 (240,000) - (200,000) - (133,901) (40,000) (50,000) (70,000) (80,000) (240,000) (1,459,617) (340,500) 168,750 390,000 740,000 958,250 (64,125) (148,200) (281,200) (493,525) (598,400) (340,500) 2,000 (342,500) 104,625 4,000 100,625 241,800 6,000 235,800 458,800 8,000 450,800 464,725 20,000 444,725 897,600 40,000 857,600 (0.02) (0.02) 0.01 0.01 0.01 0.01 0.03 0.03 0.03 0.03 0.05 0.05 16,569,354 16,569,354 16,569,404 16,569,404 16,569,454 16,569,454 16,131,879 16,131,879 16,569,679 16,569,679 (10,889) - 12,392,747 12,392,747 Source: Company Reports and Aegis Capital Corp. estimates 22 2014E 2QE AEGIS CAPITAL CORP. - 14,819,304 14,819,304 (200,000) 1,496,000 DS Healthcare Group, Inc. October 30, 2013 Table 9: DS Healthcare Group, Inc. (DSKX) – Historical Balance Sheet, Financial Projections FY end December 31 $ in thousands, except per share data 12/31/12A 3/31A 2013E 6/30A 9/30 12/31 12/31/13E 3/31 2014E 6/30 9/30 12/31 12/31/14E 12/31/15E Assets Current assets: Cash and cash equivalents Marketable securities Restricted cash Accounts receivable Inventories Other assets and prepaid expenses 412,488 2,125,641 3,453,950 159,164 196,513 2,368,864 3,482,883 117,041 461,384 2,190,115 3,139,267 329,032 289,873 2,871,345 2,768,155 329,032 307,034 3,292,688 2,673,449 329,032 307,034 3,292,688 2,673,449 329,032 9,590,786 2,662,500 2,475,722 329,032 9,411,686 3,487,500 2,524,450 329,032 9,413,971 3,975,000 2,593,040 329,032 9,333,428 4,875,000 2,764,583 329,032 9,333,428 4,875,000 2,764,583 329,032 8,817,244 6,375,000 4,259,667 329,032 Total current assets 6,151,243 6,165,301 6,119,798 6,258,405 6,602,202 6,602,202 15,058,040 15,752,668 16,311,043 17,302,043 17,302,043 19,780,943 Property and equipment Intangible assets Restricted cash Marketable securities Other assets 293,720 1,674,852 - 277,699 1,647,694 - 258,029 1,555,199 - 238,329 1,462,699 - 218,629 1,370,199 - 218,629 1,370,199 - 198,929 1,277,699 - 179,229 1,185,199 - 159,529 1,092,699 - 139,829 1,000,199 - 139,829 1,000,199 - 61,029 630,199 - 104,861 129,635 116,050 116,050 116,050 116,050 116,050 116,050 116,050 116,050 116,050 116,050 Total Assets 8,224,676 8,220,329 8,049,076 8,075,483 8,307,080 8,307,080 16,650,718 17,233,146 17,679,321 18,558,121 18,558,121 20,588,221 Current liabilities Accounts payable Accrued expenses Accrued acquisition and integration costs Deferred revenue Current portion of long-term debt Other current liabilities 3,032,422 448,658 580,407 2,324,417 449,836 1,197,384 376,150 2,590,349 374,879 1,437,442 429,534 2,027,615 374,879 2,012,353 429,534 2,167,684 374,879 1,500,000 429,534 2,167,684 374,879 1,500,000 429,534 1,925,250 374,879 1,312,572 429,534 2,215,625 374,879 1,500,000 429,534 2,420,000 374,879 1,500,000 429,534 2,840,000 374,879 1,500,000 429,534 2,840,000 374,879 1,500,000 429,534 3,972,500 374,879 1,500,000 429,534 Total current liabilities 4,061,487 4,347,787 4,832,204 4,844,381 4,472,097 4,472,097 4,042,235 4,520,038 4,724,413 5,144,413 5,144,413 6,276,913 45,177 - 42,845 - 39,468 - 39,468 - 39,468 - 39,468 - 39,468 - 39,468 - 39,468 - 39,468 - 39,468 - 39,468 - 4,106,664 4,390,632 4,871,672 4,883,849 4,511,565 4,511,565 4,081,703 4,559,506 4,763,881 5,183,881 5,183,881 6,316,381 5,500 12,120 9,244,748 (30,000) (5,097,990) 5,500 12,160 9,342,958 (30,000) 75,551 (5,555,984) 5,500 12,259 9,524,032 (30,000) 5,587 (6,313,046) 5,500 12,559 9,799,732 (30,000) 5,587 (6,570,816) 5,500 13,069 10,386,222 (30,000) 5,587 (6,554,935) 5,500 13,069 10,386,222 (30,000) 5,587 (6,554,935) 5,500 13,073 19,500,218 (30,000) 5,587 (6,897,435) 5,500 13,073 19,500,218 (30,000) 5,587 (6,796,810) 5,500 13,073 19,500,218 (30,000) 5,587 (6,561,010) 5,500 13,073 19,500,218 (30,000) 5,587 (6,110,210) 5,500 13,073 19,500,218 (30,000) 5,587 (6,110,210) 5,500 13,073 19,500,218 (30,000) 5,587 (5,252,610) Total shareholder's equity Noncontrolling Interest Total Equity 4,134,378 (16,366) 4,118,012 3,850,185 (20,488) 3,829,697 3,204,332 (26,928) 3,177,404 3,222,562 (30,928) 3,191,634 3,825,443 (29,928) 3,795,515 3,825,443 (29,928) 3,795,515 12,596,943 (27,928) 12,569,015 12,697,568 (23,928) 12,673,640 12,933,368 (17,928) 12,915,440 13,384,168 (9,928) 13,374,240 13,384,168 (9,928) 13,374,240 14,241,768 30,072 14,271,840 Total liability and shareholder's equity 8,224,676 8,220,329 8,049,076 8,075,483 8,307,080 8,307,080 16,650,718 17,233,146 17,679,321 18,558,121 18,558,121 20,588,221 Liabilities and shareholder equity Deferred revenue Other long-term liabilities Long-term accrued acquisition costs Long-term deferred tax liability Total Liabilities Shareholder's equity Preferred stock Common stock Additional paid-in capital Stock subscription Accumulated other comprehensive income Deficit accumulated Source: Company Reports and Aegis Capital Corp. estimates 23 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Table 10: DS Healthcare Group, Inc. (DSKX) – Historical Statement of Cash Flows, Financial Projections FY end December 31 $ in thousands, except per share data Cash flows from operating activities Net loss Adjustments for: Stock-based compensation Depreciation & amortization Realized loss on marketable securities Allowances Other non-cash expense Change in operating assets & liabilities Accounts receivable Inventories Other current assets Accounts payable Accrued expenses Deferred revenue Other liabilities Total change in operating assets & liabilities Cash flows from operating activities Cash flows from investing activities Investment in PPE Purchases of injection molds Purchases of brand rights Advances Purchases of Mexican Sudsidiary Sales of Assets Security deposits Cash flows from investing activities 2013E 2QA 2012A 1QA (3,623,110) (462,115) (763,503) (317,724) 165,456 832,448 293,023 98,250 143,284 181,174 42,283 112,200 112,200 279,424 409,967 594,534 4,070 154,591 - (50,894) - (100,000) - (100,000) - (96,303) - (444,845) 18,098 5,175 (3,123) (255,045) 148,743 (530,997) (596,987) 237,803 335,456 (164,151) 265,932 (74,958) (18,317) 581,765 (9,175) (681,230) 471,112 (562,734) (772,852) (1,078,376) (570,669) 163,182 137,356 (270,131) (92,475) (1,458,941) 987,847 (158,976) (162,569) (330,003) 130,426 (992,216) (1,777,014) (160,753) (38,426) (143,847) 297,452 4,678 (36,144) (77,040) (12,037) (35,139) (21,941) - 502,558 48,800 (1,619,788) (130,961) 1,347,237 443,574 88,862 (1,810,173) 3QE 4QE - - - - 2013E (1,377,886) (33,978) (35,139) (8,027) (8,027) - (55,203) 20,039 4,801 2,899 399,626 311,758 574,911 74,647 1,360,942 20,039 4,801 (52,304) 1QE 2014E 2015E 634,046 984,046 1,484,434 1,484,434 112,200 112,200 112,200 112,200 448,800 448,800 779,514 197,727 (264,721) 712,520 478,266 (825,000) (48,727) 265,375 (608,352) (283,356) (862,500) (135,257) 354,375 (643,382) 102,864 (900,000) (206,686) 420,000 (686,686) 409,560 (1,807,986) (192,943) 775,029 (1,225,900) 707,334 (1,807,986) (192,943) 775,029 (1,225,900) 707,334 - - - - - - - - - - - - 184,276 - - 184,276 - - (6,232) 393,394 (3,377) 308,381 276,000 850,911 587,000 661,647 (9,609) 863,000 2,214,333 9,114,000 8,929,724 Net increase/ decrease in cash and cash equivalents Effect of exchange rate Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period (871,855) 1,284,343 412,488 (258,796) 42,821 412,488 196,513 302,105 (37,234) 196,513 461,384 (227,466) 461,384 233,919 569,171 233,919 803,090 385,015 5,587 412,488 803,090 9,407,990 803,090 10,211,080 AEGIS CAPITAL CORP. 4QE 212,796 512,800 1,015,358 24 3QE (346,454) Cash flows from financing activities Proceeds from debt Repayments on asset-backed loan Repayment of debt Proceeds from issuance of common stock and warrants Cash flows from financing activities Source: Company Reports and Aegis Capital Corp. estimates 2014E 2QE (184,276) (99,080) 10,211,080 10,111,999 102,864 10,111,999 10,214,864 409,560 10,214,864 10,624,424 9,114,000 9,114,000 9,821,334 803,090 10,624,424 707,334 10,624,424 11,331,758 DS Healthcare Group, Inc. October 30, 2013 Public Companies Mentioned in this Report: Allergan, Inc. (AGN/NYSE) Anika Therapeutics (ANIK/NASDAQ) Bayer AG (BAYN.DE/XETRA) Biologix Hair (BLGX/OTCBB) Bonamour Inc. (BONI/OTCBB) CCA Industries (CAW/AMEX) China Nepstar Chain Drugstore (NPD/NYSE) Clorox Corp. (CLX/NYSE) Coty (COTY/NYSE) Empowered Products (EMPO/OTCBB) Estée Lauder (ELAA.DU/DSE) Fibrocell Science (FCSC/AMEX) GlaxoSmithKline (GSK/NYSE) The Hain Celestial Group (HAIN/NASDAQ) Imprimis Pharmaceuticals (IMMY/NASDAQ) Liberator Medical Holdings (LBMH/OTCBB) MannKind Corp. (MNKD/NASDAQ) Muscle Pharm Corp. (MSLP/OTCBB) Procter & Gamble (PG/NYSE) PZ Cussons plc (PZC.L/LSE) Sanofi S.A. (SNY/NYSE) Valeant Pharmaceuticals International (VRX/NYSE, Buy) 25 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Required Disclosures Price Target Our 15-month price target is $5.50 per share. Valuation Methodology We utilize a risk-adjusted Net Present Value calculation to derive our price objective. Our analysis of the future potential for the firm's marketed consumer healthcare products yields an rNPV of $90 million, to which we add the projected cash of $9 million as of end-2014. This translates into a price per share of $5.50, assuming roughly 17 million fully-diluted shares outstanding as of the end of 2014. Risk Factors Issues that could prevent the achievement of our price objective include, but are not limited to, clinical, regulatory, competitive, reimbursement and financial risks. Products in development may not advance due to inadequate safety, efficacy, or tolerability. Regulatory agencies may decline to allow new products onto the market in specific territories, or force the company to withdraw its existing marketed products if the agencies determine that there could be safety concerns. The firm may require substantial funding to execute on its business model, which could be dilutive to current shareholders. We expect competition for the company's products from several public and private companies developing both over-the-counter as well as prescription-grade therapeutic solutions for hair and skin care. Distribution and manufacturing of the firm's proprietary products could depend upon third-party organizations. For important disclosures go to www.aegiscap.com. Research analyst compensation is dependent, in part, upon investment banking revenues received by Aegis Capital Corp. Aegis Capital Corp. intends to seek or expects to receive compensation for investment banking services from the subject company within the next three months. 26 AEGIS CAPITAL CORP. DS Healthcare Group, Inc. October 30, 2013 Investment Banking Services/Past 12 Mos. Rating BUY [BUY] HOLD [HOLD] SELL [SELL] Percent 86.11 13.89 0.00 Percent 29.03 0.00 0.00 Meaning of Ratings A) A Buy rating is assigned when we do not believe the stock price adequately reflects a company's prospects over 12-18 months. B) A Hold rating is assigned when we believe the stock price adequately reflects a company's prospects over 12-18 months. C) A Sell rating is assigned when we believe the stock price more than adequately reflects a company's prospects over 12-18 months. Other Disclosures The information contained herein is based upon sources believed to be reliable but is not guaranteed by us and is not considered to be all inclusive. It is not to be construed as an offer or the solicitation of an offer to sell or buy the securities mentioned herein. Aegis Capital Corp., its affiliates, shareholders, officers, staff, and/or members of their families, may have a position in the securities mentioned herein, and, before or after your receipt of this report, may make or recommend purchases and/or sales for their own accounts or for the accounts of other customers of the Firm from time to time in the open market or otherwise. Opinions expressed are our present opinions only and are subject to change without notice. Aegis Capital is under no obligation to provide updates to the opinions or information provided herein. Additional information is available upon request. © Copyright 2012 by Aegis Capital Aegis Capital Corp. (212) 813-1010 810 Seventh Avenue, 18th Floor New York, New York 10019 27 AEGIS CAPITAL CORP.
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