Venus Concept - Earnings Call - Q3 2025

Executive Summary

• Q3 revenue declined to $13.8M (-8% YoY, -12% QoQ) on continued weakness in Hair Restoration and tighter financing, partially offset by stabilization in Energy-Based Devices (EBD). GAAP EPS was ($12.14) versus ($13.10) last year, pressured by an $11.3M non-cash loss on debt extinguishment.
• Versus S&P Global consensus, revenue missed by ~$0.71M (~5%) at $13.78M vs $14.48M*, and EPS missed materially at ($12.14) vs ($3.61)*, with only one covering estimate for each metric (low coverage).
• Management highlighted FDA 510(k) clearance for Venus NOVA (next-gen multi-application platform) and expects sequential growth in Q4 boosted by a limited December launch; debt exchanges with Madryn reduced debt ~24% since year-end.
• No FY25 guidance given amid strategic alternatives and legal action to aid closing the pending Venus Hair sale to MHG Co. Ltd; management emphasized cost discipline and turnaround execution.

What Went Well and What Went Wrong

• What Went Well

  • Signs of stabilization in EBD: systems sales ~+$0.2–0.3M YoY; company cites +2% YoY growth in EBD systems sales and internal leasing mix improved vs prior year.
  • Venus NOVA 510(k) clearance secured; limited U.S. commercial launch planned in December and framed as a multi-year growth driver with IoT analytics (Venus Connect) and EMS/RF/PEMF stack.
  • Balance sheet actions reduced total debt to ~$30.1M at 9/30 (from ~$39.7M at 12/31) via $6.5M (July 1 PR) and $11.48M (Oct 2 PR) note exchanges into Series Y, plus added bridge capacity.

• What Went Wrong

  • Revenue declined 8% YoY and 12% QoQ, primarily from Hair Restoration softness and macro/tighter third-party lending impacting capital equipment sales.
  • Gross margin contracted YoY to 64.0% (vs 66.1%) driven by U.S. device import tariffs and lower volume absorption; operating loss widened to $9.5M (vs $7.2M).
  • Large non-cash charges drove EPS downside: $11.3M loss on debt extinguishment and $0.2M loss on disposal of subsidiaries pushed GAAP net loss to ($22.6M).

Transcript

Operator (participant)

Good day, ladies and gentlemen, and welcome to the Q3 2025 earnings conference call for Venus Concept Inc. At this time, all participants have been placed in a listen-only mode. Please note that this conference call is being recorded and that the recording will be available on the company's website for replay. Before we begin, I would like to remind everyone that our remarks and responses to your questions may contain forward-looking statements that are based on the current expectations of management and involve inherent risks and uncertainties that could cause actual results to differ materially from those indicated, including those identified in the risk factors section of our most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Such factors may be updated from time to time in our filings with the SEC, which are available on our website.

We undertake no obligation to publicly update or revise our forward-looking statements as a result of new information, future events, or otherwise. This call will also include references to certain financial measures that are not calculated in accordance with generally accepted accounting principles, or GAAP. We generally refer to these non-GAAP financial measures. Reconciliations of those non-GAAP financial measures to the most comparable measures calculated and presented in accordance with GAAP are available in our earnings press release issued today on the investor relations portion of our website. I would now like to turn the call over to Mr. Rajiv De Silva, Chief Executive Officer of Venus Concept. Please go ahead, sir.

Rajiv De Silva (CEO)

Thank you, Operator, and welcome everyone to Venus Concept's Q3 2025 earnings conference call. I'm joined on the call today by our Chief Financial Officer, Domenic Della Penna. Let me start with an agenda of what we will cover during our prepared remarks. I will begin with a brief review of our Q3 results and operating developments in the recent months. Following that, Domenic Della Penna will provide you with an in-depth review of our Q3 financial results, as well as an update on our balance sheet and financial condition. With that agenda in mind, let's get started. Detailed in our press release issued today, we delivered 2% growth in sales of energy-based devices, or EBD, on a year-over-year basis in Q3, driven by strong execution from the team in a continued challenging environment.

We are encouraged by the team's continued focus on customer engagement and support, as well as improving sales efficiency by prioritizing core products in the U.S., including BlizzMax and VersaPro. While we were pleased to see signs of stabilization in EBD revenue trends, our total revenue results declined high-single-digits year-over-year in the Q3, driven by softness in the hair restoration side of the business. Customer financing pressures, economic uncertainty, and tight credit markets continue to present challenges for robotic system adoption in the Venus hair business. However, Q3 sales trends were further impacted by an additional level of uncertainty related to time to close the definitive agreement to sell the Venus hair business to MHG Coal Limited, which we announced on June 6th.

Turning to a review of key developments since our last earnings call, on November 10th, we announced 510(k) clearance for the Venus Nova, the first product clearance from the company's new focused R&D strategy discussed on our earnings calls over the last year. Importantly, the development and introduction of our new Venus Nova is consistent with the company's turnaround strategy implemented in 2023 and our Venus AI strategic initiative, which reflects our strong commitment to growing our global brand, focusing on emerging technologies and services, and partnering with customers to build smarter practices and customizable treatments. Venus Nova is a next-generation multi-application platform designed to redefine non-invasive treatments for the body, face, and skin through integrating our best-in-class technologies of adaptive electrical muscle stimulation, or EMS, our proprietary MP² combining multipolar radio frequency with pulsed magnetic fields, and advanced Very Pulse technology.

Together, it delivers a powerful comprehensive solution for body contouring, muscle conditioning, skin treatments, and wrinkle and cellulite reduction. Venus Nova is uniquely positioned to enhance body transformation journeys, including for those taking GLP-1 medications and experiencing skin laxity, facial volume loss, and body contour irregularities. We expect GLP-1 usage to grow to more than 32 million patients globally by 2030, and we are excited to offer our innovative comprehensive technologies to support and address the unmet needs of our existing and future customers. We anticipate the U.S. commercial introduction of Venus Nova to contribute to the company's long-term growth profile as we further penetrate the multi-billion dollar body and skin market in the years to come. We are targeting sequential growth in the Q4, fueled in part by a limited commercial launch of this innovative new body and skin system in December.

Our product portfolio will continue to evolve and deliver more than just leading device performance, shifting towards a focus on total practice performance from the moment the patient enters the clinic to post-treatment management. This new product launch, along with our improving balance sheet and financial support from Mandarin Asset Management LP, further enhances the company's foundation and brings us closer to achieving our longer-term goals. Two other notable items I wanted to discuss before I turn the call over to Domenic Della Penna. Our balance sheet and capital structure transformation carried on in the Q3 through multiple transactions, including amendments to increase available financing capacity under our existing bridge loan facility and a debt-to-equity exchange transaction totaling $11.4 million in converted debt. We continue to appreciate the support of Mandarin as we continue our turnaround.

Finally, with respect to the pending sale of Venus Hair to MHG Coal Limited, as announced on June 6th, the transaction was expected to close in the Q3 of 2025, subject to the satisfaction or waiver of certain closing conditions, including an internal reorganization of the hair business into Metal Robotics LLC. Since we announced the signed definitive agreement, we have worked steadfastly to meet the closing conditions of the transaction. Unfortunately, we have experienced challenges with our counterparty in bringing this transaction to a conclusion and have sought the assistance of the Delaware Court to aid in this respect. We will continue our dedicated pursuit of closing this important strategic transaction and look forward to sharing updates with our investment community as appropriate.

We continue to believe this transaction strengthens Venus Concept by allowing us to focus on our global medical aesthetics business and continue to believe that MHG represents an ideal acquirer of the Venus hair business, given their capabilities in the aesthetic medical field, including a presence in the hair transplant market, as well as their strategic investments in next-generation medical industries. In closing, we delivered solid results in Q3 and were encouraged to see stabilization in sales of our energy-based devices. We made material progress towards improving our balance sheet and financial condition, which Domenic Della Penna will review in detail shortly. We also expect that the proceeds from the sale of the Venus hair business will further enhance our balance sheet and financial condition and provide valuable capital to fund strategic growth initiatives. Our priority remains in ensuring that we are well positioned as possible to return to growth.

We are actively working on evolving our portfolio and look forward to improving growth fueled in part by the launch of Venus Nova in December. Longer-term, we believe that the increase of GLP-1 usage by consumers is an exciting catalyst for the industry and a chance for Venus to highlight the complementary benefits of our body technology, specifically skin tightening to our customers that are on weight loss medications. We are managing our cash burn through disciplined cost management and making targeted investments to support our long-term growth. We intend to continue the ongoing evaluation of strategic alternatives to maximize shareholder value. With that, let me turn the call over to Domenic Della Penna for a review of our Q3 financial results and balance sheet. Domenic Della Penna.

Domenic Della Penna (CFO)

Thank you, Rajiv De Silva. For the avoidance of doubt, unless otherwise noted, my prepared remarks will focus on the company's reported results for the Q3 of 2025 on a GAAP basis, and all growth-related items are on a year-over-year basis. We reported total revenue of $13.8 million, down $1.2 million, or 8% year-over-year. The decrease in total revenue by region was driven by a $1.1 million, or 12% decrease year-over-year in United States revenue, and by a $0.2 million, or 3% decrease year-over-year in international revenue. The decrease in total revenue by product category was driven by a 12% decrease in products systems revenue, a 15% decrease in products other revenue, and a 5% decrease in services revenue, offset partially by a 9% increase in lease systems revenue. Total revenue from the sale of energy-based devices, or EBD, increased 2% year-over-year to $9.5 million.

For the avoidance of doubt, EBD sales exclude system sales from the Venus hair restoration business. The % of total systems revenue derived from the company's internal lease programs, Venus Prime, and our legacy subscription model was approximately 27% in the Q3 of 2025, compared to 23% in the prior year period. Cash sales represented approximately 73% of total systems and subscription revenue in the Q3, of which cash sales in the U.S. were 82% of U.S. systems and subscription revenue, compared to 76% last year. Turning to a review of our Q3 financial results across the rest of the P&L, gross profit for the Q3 of 2025 decreased $1.1 million, or 11%, to $8.8 million compared to the Q3 of 2024.

The decrease in gross profit is primarily attributed to lower revenue in the Venus hair business impacted by a delay in the pending sale and the effects of customer uncertainty about the economic environment and tighter third-party lending practices, which negatively impacted capital equipment sales. Gross margin was 64% of revenue in the three months ended September 30, 2025, compared to 66.1% of revenue in the three months ended September 30, 2024. The decrease in gross margin is primarily attributable to the impact of U.S. tariffs on our devices imported into the U.S. market and, to a lesser extent, higher device system costs of goods sold tracing to manufacturing overheads spread over a lower volume base. Total operating expenses increased $1.2 million, or 7%, to $18.3 million.

Approximately one-third of the year-over-year increase in operating expenses was driven by legal and other professional fees incurred to support the sale of the Venus hair business, which did not impact the prior year period results. Excluding these expenses, third-quarter operating expenses increased 4%. The modest increase in operating expense reflects our continued progress in cost containment and streamlining of our operations in the face of an inflationary economy. Operating loss was $9.5 million compared to $7.2 million in the Q3 of 2024. Net interest and other expenses were $12.5 million compared to $2.2 million in the Q3 of 2024.

The year-over-year change in net interest and other expenses was primarily driven by an $11.3 million non-cash loss on debt extinguishment compared to $0.5 million last year and a $0.2 million non-cash loss on disposal of the subsidiary, offset partially by lower interest expense on outstanding borrowings, which totaled $1 million in the Q3 compared to $1.7 million last year, buoyed by our progress on debt extinguishment. Net loss attributable to stockholders for the Q3 of 2025 was $22.6 million, or $12.14 per share, compared to a net loss of $9.3 million, or $13.10 per share for the Q3 of 2024. Weighted average shares outstanding for the Q3 of 2025 and 2024 gives effect for the company's 14-for-11 reverse stock split effective March 3, 2025.

Adjusted EBITDA loss for the Q3 of 2025 was $7.8 million compared to Adjusted EBITDA loss of $5.9 million for the Q3 of 2024. As a reminder, we have provided a full reconciliation of our GAAP net loss to Adjusted EBITDA loss in the earnings press release. Turning to the balance sheet, as of September 30, 2025, the company had cash and cash equivalents of $5.9 million and total debt obligations of approximately $30.1 million compared to $4.3 million and total debt obligations of approximately $39.7 million, respectively, as of December 31st, 2024. We have made significant progress towards improving our balance sheet and financial condition over the first nine months of 2025. We announced amendments with our primary lender, Mandarin Asset Management, which increased our financing capacity under our existing bridge loan facility.

We appreciate the support of Mandarin as we continue to enhance the financial profile of the business. We exchanged a total of $29 million of subordinated convertible notes held by affiliates of Mandarin Asset Management LP for shares of its Series Y preferred stock, including $6.5 million exchanged in the Q1 and Q2 and $11.5 million exchanged in the Q3. We also raised gross proceeds of $3.9 million in multiple equity capital market transactions from existing and new investors. Lastly, with respect to our financial outlook for 2025, given the company's active dialogue with existing lenders and investors, ongoing evaluation of strategic alternatives with various interested parties to maximize shareholder value, and current market conditions impacted by trade disruptions, the company is not providing full-year 2025 financial guidance at this time.

We are targeting sequential growth in the Q4, fueled in part by a limited commercial launch of our Venus Nova innovative body and skin system in December. With that, I'll turn the call over to the operator to open the call for your questions. Operator.

Operator (participant)

Thank you. The floor is now open for questions. If you would like to ask a question, please press star one on your telephone keypad at this time. A confirmation tone will indicate that your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. One moment, please, while we pull for questions. Again, that's star one to register any questions at this time. We are currently showing no additional questions in the queue. This does conclude today's teleconference. Thank you for your participation. You may now disconnect your lines or log off the webcast and enjoy the rest of your day.