Venus Concept Inc.

Good day, ladies and gentlemen, and welcome to the third quarter 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.

Thank you, operator, and welcome everyone to Venus Concepts' third quarter 2025 earnings conference call. I'm joined on the call today by our Chief Financial Officer, Dominic Della Pena. Let me start with an agenda of what we will cover during our prepared remarks. I will begin with a brief review of our third quarter results and operating developments in the recent months. Following that, Dominic will provide you with an in-depth review of our third quarter 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 BlissMax 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 third quarter, 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, third quarter 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 Call Limited, which we announced on June 6th. Turning to a review of key developments since our last earnings call. On November 10th, we announced 510K 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 radiofrequency with pulse magnetic fields. and advanced very powerful 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 JLP1 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 multibillion-dollar body and skin market in the years to come. We are targeting sequential growth in the fourth quarter, 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 Dominic. Our balance sheet and capital structure transformation carried on in the third quarter 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 third quarter of 2025, subject to the satisfaction or waiver of certain closing conditions, including an internal reorganization of the hair business into Meta 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 the 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 Dominic 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 for our customers that are on waste 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 Dominic for a review of our third quarter financial results and balance sheet. Dominic?

Thank you, Rajiv. For the avoidance of doubt, unless otherwise noted, my prepared remarks will focus on the company's reported results for the third quarter 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 EVD, increased 2% year-over-year to $9.5 million. For the avoidance of doubt, EVD sales exclude system sales from the Venus Hair restoration business. The percent of total systems revenue derived from the company's internal lease programs, Venus Prime, and our legacy subscription model was approximately 27% in the third quarter of 2025, compared to 23% in the prior year period. Cash sales represented approximately 73% of total systems and subscription revenue in the third quarter, of which cash sales in the US were 82% of US systems and subscription revenue, compared to 76% last year. Turning to a review of our third quarter financial results across the rest of the P&L, Gross profit for the third quarter of 2025 decreased 1.1 million or 11% to 8.8 million compared to the third quarter of 2024. The decrease in gross profit is primarily attributed to lower revenue in the venous hair business impacted by a delay in the pending sale and the effects of customer uncertainty about 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 30th, 2025, compared to 66.1% of revenue in the three months ended September 30th, 2024. The decrease in gross margin is primarily attributable to the impact of US tariffs on our devices imported into the US market, and to a lesser extent, higher device system cost 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 third quarter of 2024. Net interest and other expenses were 12.5 million compared to 2.2 million in the third quarter 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 third quarter compared to $1.7 million last year, buoyed by our progress on debt extinguishment. Net loss attributable to stockholders for the third quarter 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 third quarter of 2024. Weighted average shares outstanding for the third quarter of 2025 and 2024 gives effect for the company's 1-4-11 reverse stock split effective March 3, 2025. Adjusted EBITDA loss for the third quarter of 2025 was $7.8 million compared to adjusted EBITDA loss of $5.9 million for the third quarter 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 31, 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, Madron Asset Management, which increased our financing capacity under our existing bridge loan facility. We appreciate the support of Madron 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 Madryn Asset Management LP for shares of its Series Y preferred stock, including $6.5 million exchanged in the first quarter and second quarter and $11.5 million exchanged in the third quarter. 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 fourth quarter, 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?

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