UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2020
VENUS CONCEPT INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38238 | 06-1681204 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code (877) 848-8430
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | VERO | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On November 16, 2020, Venus Concept Inc. (the “Company”) issued a press release relating to its financial results for the three months and nine months ended September 30, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure. |
The Company will be using a presentation at the Stifel 2020 Virtual Healthcare Conference which is attached hereto as Exhibit 99.2.
The Company does not intend to file any update to this presentation and makes no admission as to the materiality of any information in this Item 7.01 that is required to be disclosed solely by reason of Regulation FD.
The information in this Item 7.01, including Exhibit 99.2 attached hereto, (i) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose; and (ii) shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release dated November 16, 2020. | |
| 99.2 | Stifel 2020 Virtual Healthcare Conference Presentation dated November 16, 2020. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VENUS CONCEPT INC. | ||||||
| Date: November 16, 2020 | By: | /s/ Domenic Della Penna | ||||
| Domenic Della Penna | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Venus Concept Announces Third Quarter and First Nine Months of 2020 Financial Results
TORONTO, November 16, 2020 (PR Newswire) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and nine months ended September 30, 2020.
Third Quarter 2020 Financial Summary:
| • | Total GAAP revenue for the third quarter of 2020 decreased 21% year-over-year, to $20.7 million, compared to $26.2 million for the third quarter 2019, driven by the negative impact on our business as a result of the COVID-19 global pandemic. Total GAAP revenue for the third quarter of 2020 increased 22%, compared to $17.0 million for the second quarter of 2020. |
| • | Total GAAP revenue for the third quarter of 2020 includes $4.8 million of revenue from Venus Concept Inc. (formerly Restoration Robotics, Inc.) for the three months ended September 30, 2020. Sales of ARTAS® and ARTAS iX® systems and procedure-related kits increased 55% and 52% quarter-over-quarter, respectively, in the third quarter of 2020. |
| • | GAAP operating loss for the third quarter of 2020 was $5.3 million, compared to a loss of $6.6 million for the third quarter of 2019. |
| • | In the nine months ended September 30, 2020, the Company realized more than $14.0 million of cost savings from the new restructuring program announced in response to the challenging business environment caused by COVID-19 and remains on target to realize the projected $20.0 million of cost savings for full fiscal year 2020. |
| • | GAAP net loss for the third quarter of 2020 of $7.3 million, compared to a loss of $9.0 million for the third quarter of 2019. |
| • | Adjusted EBITDA (non-GAAP) loss of $1.4 million for the third quarter of 2020, compared to Adjusted EBITDA of $28 thousand in the third quarter of 2019. |
| • | The Company had $12.8 million and $15.7 million of cash and cash equivalents as of September 30, 2020 and December 31, 2019, respectively, and total debt obligations of approximately $74.5 million and $69.0 million as of September 30, 2020 and December 31, 2019, respectively. |
Management Commentary:
“While our third quarter revenue performance continued to be impacted by the COVID-19 global pandemic, we have many reasons for optimism,” said Domenic Serafino, Chief Executive Officer of Venus Concept. “We experienced a notable improvement in the operating environment in our key markets as evidenced by the strong procedure-related activity in both our aesthetics and hair restoration businesses during the third quarter. Importantly, while the recovery in capital equipment demand in the aesthetics and hair restoration markets remains challenged, our focused commercial strategy is helping us maximize our opportunities to drive adoption. Third quarter system sales results benefitted from strong sales of our Venus Bliss in the U.S. and strong adoption of our ARTAS iX® in EMEA.”
Mr. Serafino continued: “Our efforts to reduce the operating expense profile of the combined company are progressing well. We continue to expect our restructuring program, combined with previously announced synergies and cost reductions, to result in cost savings of approximately $38 million in 2020 and continuing into 2021. We are investing prudently in our R&D initiatives focused on the compelling opportunity to introduce new minimally invasive robotic solutions, beyond hair restoration, for medical aesthetic procedures that are currently treated by surgical intervention. While the near-term outlook has been challenged by this global pandemic, we continue to believe the long-term opportunity remains compelling for us as a leading player in both the global minimally invasive/non-invasive medical aesthetics market and the minimally invasive surgical hair restoration market.”
Third Quarter and First Nine Months of 2020 Revenue by Region and by Product Type:
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| (dollars in thousands) | (dollars in thousands) | |||||||||||||||
| Revenues by region: |
||||||||||||||||
| United States |
$ | 7,784 | $ | 10,118 | $ | 22,339 | $ | 31,337 | ||||||||
| International |
12,896 | 16,036 | 29,845 | 47,215 | ||||||||||||
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| Total revenue |
$ | 20,680 | $ | 26,154 | $ | 52,184 | $ | 78,552 | ||||||||
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| Three Months Ended September 30 |
Nine Months Ended September 30 |
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| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| (dollars in thousands) | (dollars in thousands) | |||||||||||||||
| Revenues by product: |
||||||||||||||||
| Subscription—Systems |
$ | 9,431 | $ | 16,427 | $ | 23,709 | $ | 48,812 | ||||||||
| Products—Systems |
7,503 | 7,105 | 17,758 | 21,188 | ||||||||||||
| Products—Other |
2,631 | 1,167 | 7,136 | 4,117 | ||||||||||||
| Services |
1,115 | 1,455 | 3,581 | 4,435 | ||||||||||||
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| Total revenue |
$ | 20,680 | $ | 26,154 | $ | 52,184 | $ | 78,552 | ||||||||
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Third Quarter 2020 Financial Results:
| Three Months Ended September 30, | ||||||||||||||||||||||||
| 2020 | 2019 | Change | ||||||||||||||||||||||
| (in thousands, except percentages) | $ | % of Total | $ | % of Total | $ | % | ||||||||||||||||||
| Revenues: |
||||||||||||||||||||||||
| Subscription—Systems |
$ | 9,431 | 45.6 | $ | 16,427 | 62.8 | $ | (6,996 | ) | (42.6 | ) | |||||||||||||
| Products—Systems |
7,503 | 36.3 | 7,105 | 27.2 | 398 | 5.6 | ||||||||||||||||||
| Products—Other |
2,631 | 12.7 | 1,167 | 4.5 | 1,464 | 125.4 | ||||||||||||||||||
| Services |
1,115 | 5.4 | 1,455 | 5.5 | (340 | ) | (23.4 | ) | ||||||||||||||||
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| Total |
$ | 20,680 | 100.0 | $ | 26,154 | 100.0 | $ | (5,474 | ) | (20.9 | ) | |||||||||||||
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2
Total revenue for the third quarter of 2020 decreased $5.5 million, or 21%, to $20.7 million, compared to $26.2 million for the third quarter of 2019. Total lease revenue, from sales of systems via our subscription model, decreased $7.0 million, or 43%, to $9.4 million, compared to $16.4 million for the third quarter of 2019. Total products and services revenue for the third quarter of 2020 increased $1.5 million, or 16%, to $11.2 million, compared to $9.7 million for the third quarter of 2019.
The decrease in revenue was a result of decreased revenue in the United States of $2.3 million, or 23%, and decreased revenue in international markets of $3.2 million, or 20%. The decrease in revenue in both the United States and international markets was driven by COVID-19 related disruptions including lockdown measures or restrictions imposed by federal and state governments, a reduction in procedures at the clinic level caused by additional COVID-19 safety protocols, and a general reluctance on the part of some consumers to undergo non-essential aesthetic procedures given the risks presented by COVID-19. These disruptions and the resultant uncertainty at the clinic level negatively impacted our ability to sell into our customary channels in both the United States and international markets.
The decrease in total revenue, by product category, for the third quarter of 2020 was driven by a decrease of $7.0 million, or 43%, in lease revenue, a decrease of $0.3 million, or 23%, in service revenue, offset partially by an increase of $1.5 million, or 125%, in other products revenue, primarily ARTAS® and ARTAS iX® procedure kits and other consumables, and an increase of $0.4 million, or 6%, in system revenue. With the exception of the increase in other products revenue, the declines were attributable to aforementioned COVID-19 related disruptions that impacted our ability to sell into our customary U.S. and international markets. The percentage of systems revenue derived from our subscription model was approximately 56% in the three months ended September 30, 2020 compared to 70% in the three months ended September 30, 2019. The increase in system revenue for the third quarter of 2020 was driven by a significant contribution of revenue from the sale of ARTAS® and ARTAS iX® systems which did not contribute to system revenue in the third quarter of 2019. The increase in other product revenue was driven by sales of ARTAS procedure kits, which did not contribute to system revenue in the third quarter of 2019, partially offset by the aforementioned COVID-19 related disruptions. The decrease in service revenue for the third quarter of 2020 was driven by COVID-19 related restrictions imposed by federal, state, and local governments resulting in a decline in VeroGrafters™ technician services, along with the suspension of operations of the 2two5 marketing services, offset by additional warranty revenue on ARTAS® systems.
Gross profit for the third quarter of 2020 decreased $5.3 million, or 28%, to $13.5 million, compared to $18.8 million for the third quarter of 2019. The decrease in gross profit is primarily due to lower revenues caused by the aforementioned COVID-19 related disruptions in countries and markets in which the Company operates. Gross margin was 65.3% of revenue for the third quarter of 2020, compared to 71.8% of revenue for the third quarter of 2019. The decrease in gross margin is primarily related to changes in revenue mix, specifically, the strong sales of our robotic ARTAS® systems in the third quarter of 2020, which were sold at slightly lower margins than our other systems.
Operating expenses for the third quarter of 2020 decreased $6.5 million, or 26%, to $18.8 million, compared to $25.3 million for the third quarter of 2019. The year-over-year decrease in operating expenses was primarily driven by a decrease of $3.5 million, or 39%, in sales and marketing expenses and a decrease of $3.2 million, or 22%, in general & administrative expenses, partially offset by a $0.2 million increase in R&D expenses or 10%. In the third quarter of 2020, the Company realized $7.0 million, of the projected $20.0 million for full fiscal year 2020, in cost savings from the new restructuring program in response to the challenging business environment from COVID-19, which was previously announced.
3
Operating loss for the third quarter of 2020 was $5.3 million, compared to operating loss of $6.6 million for the third quarter of 2019.
Net loss attributable to Venus Concept Inc. stockholders for the third quarter of 2020 was $7.2 million, or $0.18 per share, compared to net loss attributable to Venus Concept Inc. stockholders of $8.6 million, or $1.77 per share, for the third quarter of 2019. Weighted average shares used to compute net loss attributable to Venus Concept Inc. stockholders per share were 40.5 million and 4.9 million for the third quarters of 2020 and 2019, respectively.
Adjusted EBITDA loss (non-GAAP) for the third quarter of 2020 was $1.4 million, compared to Adjusted EBITDA of $28 thousand for the third quarter of 2019.
First Nine Months of 2020 Financial Results:
| Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2020 | 2019 | Change | ||||||||||||||||||||||
| (in thousands, except percentages) | $ | % of Total | $ | % of Total | $ | % | ||||||||||||||||||
| Revenues: |
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| Subscription—Systems |
$ | 23,709 | 45.4 | $ | 48,812 | 62.1 | $ | (25,103 | ) | (51.4 | ) | |||||||||||||
| Products—Systems |
17,758 | 34.0 | 21,188 | 27.0 | (3,430 | ) | (16.2 | ) | ||||||||||||||||
| Products other |
7,136 | 13.7 | 4,117 | 5.2 | 3,019 | 73.3 | ||||||||||||||||||
| Services |
3,581 | 6.9 | 4,435 | 5.7 | (854 | ) | (19.3 | ) | ||||||||||||||||
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| Total |
$ | 52,184 | 100.0 | $ | 78,552 | 100.0 | $ | (26,368 | ) | (33.6 | ) | |||||||||||||
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Total revenue for the first nine months of 2020 decreased by $26.4 million, or 34%, to $52.2 million, compared to $78.6 million for the first nine months of 2019. The decrease in revenue was a result of decreased revenue in the United States of $9.0 million, or 29%, and decreased revenue in international markets of $17.4 million, or 37%. The decrease in revenue in both the United States and international markets was driven by the aforementioned COVID-19 related disruptions.
Net loss attributable to Venus Concept Inc. stockholders for the first nine months of 2020 was $70.6 million, or $2.04 per share, compared to net loss attributable to Venus Concept Inc. stockholders of $19.8 million, or $4.12 per share, for the first nine months of 2019. Weighted average shares used to compute net loss attributable to Venus Concept Inc. stockholders per share were 34.6 million and 4.8 million for the first nine months of 2020 and 2019, respectively.
Adjusted EBITDA (non-GAAP) loss for the first nine months of 2020 was $17.7 million, compared to adjusted EBITDA loss of $1.0 million for the first nine months of 2019.
Fiscal Year 2020 Revenue Guidance:
On March 30, 2020, due to the rapidly evolving market conditions and continued uncertainties from the impact of COVID-19, the Company withdrew its previously announced fiscal year 2020 revenue guidance which was issued on January 13, 2020. At this date the Company cannot predict the specific extent or duration of the impact of the COVID-19 outbreak on its financial and operating results for the fiscal year 2020.
Conference Call Details:
Management will host a conference call at 8:00 a.m. Eastern Time on November 16, 2020 to discuss the results of the quarter with a question and answer session. Those who would like to participate may dial 877-407-2991 (201-389-0925 for international callers) and provide access code 13711300. A live webcast of the call will also be provided on the investor relations section of the Company’s website at ir.venusconcept.com.
4
For those unable to participate, a replay of the call will be available for two weeks at 877-660-6853 (201-612-7415 for international callers); access code 13711300. The webcast will be archived at ir.venusconcept.com.
About Venus Concept
Venus Concept is an innovative global medical aesthetic technology leader with a broad product portfolio of minimally invasive and non-invasive medical aesthetic and hair restoration technologies and reach in over 60 countries and 25 direct markets. Venus Concept focuses its product sales strategy on a subscription-based business model in North America and in its well-established direct global markets. Venus Concept’s product portfolio consists of aesthetic device platforms, including Venus Versa, Venus Legacy, Venus Velocity, Venus Fiore, Venus Viva, Venus Freeze Plus, Venus Heal, Venus Glow, Venus Bliss, Venus Epileve and Venus Viva MD. Venus Concept’s hair restoration systems includes NeoGraft®, an automated hair restoration system that facilitates the harvesting of follicles during a FUE process and the ARTAS® and ARTAS iX® Robotic Hair Restoration systems, which harvest follicular units directly from the scalp and create recipient implant sites using proprietary algorithms. Venus Concept has been backed by leading healthcare industry growth equity investors including EW Healthcare Partners (formerly Essex Woodlands), HealthQuest Capital, Longitude Capital Management, and Aperture Venture Partners.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “1933 Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”). Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about the expected synergies and cost savings from our merger with Venus Concept Ltd.; our financial performance; the growth in demand for our systems and other products; and general economic conditions, including the global economic impact of COVID-19, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which the Company operates and management’s beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this communication may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under Part I Item 1A—“Risk Factors” in our most recent Annual Report on Form 10-K, Part II Item 1A—“Risk Factors” in our Form 10-Q for the quarter ended September 30, 2020, and in other documents the Company may file with the SEC. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this communication. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.
Investor Relations Contact:
Westwicke Partners on behalf of Venus Concept:
Mike Piccinino, CFA
VenusConceptIR@westwicke.com
5
Venus Concept Inc.
Condensed Consolidated Balance Sheets
(In thousands of U.S. dollars, except share and per share data)
| September 30, 2020 |
December 31, 2019 |
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| ASSETS |
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| CURRENT ASSETS: |
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| Cash and cash equivalents |
$ | 12,778 | $ | 15,666 | ||||
| Restricted cash |
83 | 83 | ||||||
| Accounts receivable, net of allowance of $15,141 and $10,494 as of September 30, 2020, and December 31, 2019 |
57,920 | 58,977 | ||||||
| Inventories |
19,493 | 18,844 | ||||||
| Deferred expenses |
2 | 59 | ||||||
| Prepaid expenses |
2,018 | 2,523 | ||||||
| Advances to suppliers |
3,730 | 450 | ||||||
| Other current assets |
4,106 | 3,101 | ||||||
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| Total current assets |
100,130 | 99,703 | ||||||
| LONG-TERM ASSETS: |
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| Long-term receivables |
21,816 | 35,656 | ||||||
| Deferred tax assets |
1,036 | 622 | ||||||
| Severance pay funds |
568 | 710 | ||||||
| Property and equipment, net |
3,727 | 4,648 | ||||||
| Intangible assets |
19,738 | 22,338 | ||||||
| Goodwill |
— | 27,450 | ||||||
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| Total long-term assets |
46,885 | 91,424 | ||||||
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| TOTAL ASSETS |
$ | 147,015 | $ | 191,127 | ||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| CURRENT LIABILITIES: |
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| Line of credit |
$ | 3,876 | $ | 7,789 | ||||
| Trade payables |
9,972 | 9,401 | ||||||
| Accrued expenses and other current liabilities |
15,178 | 21,120 | ||||||
| Taxes payable |
1,594 | 2,172 | ||||||
| Unearned interest income |
2,675 | 3,942 | ||||||
| Warranty accrual |
1,278 | 1,254 | ||||||
| Deferred revenues |
2,006 | 2,495 | ||||||
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| Total current liabilities |
36,579 | 48,173 | ||||||
| LONG-TERM LIABILITIES: |
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| Long-term debt |
66,516 | 61,229 | ||||||
| Government assistance loans |
4,110 | — | ||||||
| Accrued severance pay |
675 | 827 | ||||||
| Deferred tax liabilities |
186 | 1,017 | ||||||
| Unearned interest income |
1,295 | 1,681 | ||||||
| Warranty accrual |
446 | 723 | ||||||
| Other long-term liabilities |
559 | 799 | ||||||
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| Total long-term liabilities |
73,787 | 66,276 | ||||||
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| TOTAL LIABILITIES |
110,366 | 114,449 | ||||||
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| Commitments and Contingencies (Note 8) |
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| STOCKHOLDERS’ EQUITY (Note 1): |
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| Common Stock, $0.0001 par value: 300,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 40,873,588 and 28,686,116 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
25 | 24 | ||||||
| Additional paid-in capital (Note 2) |
178,258 | 149,840 | ||||||
| Accumulated deficit |
(142,707 | ) | (75,686 | ) | ||||
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| TOTAL STOCKHOLDERS’ EQUITY |
35,576 | 74,178 | ||||||
| Non-controlling interests |
1,073 | 2,500 | ||||||
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| 36,649 | 76,678 | |||||||
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 147,015 | $ | 191,127 | ||||
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6
Venus Concept Inc.
Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars, except per share data)
| Three Months Ended September 30 |
Nine Months Ended September 30 |
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| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenue |
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| Leases |
$ | 9,431 | $ | 16,427 | $ | 23,709 | $ | 48,812 | ||||||||
| Products and services |
11,249 | 9,727 | 28,475 | 29,740 | ||||||||||||
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| 20,680 | 26,154 | 52,184 | 78,552 | |||||||||||||
| Cost of goods sold |
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| Leases |
2,303 | 3,502 | 5,296 | 10,264 | ||||||||||||
| Products and services |
4,874 | 3,884 | 12,208 | 11,381 | ||||||||||||
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| 7,177 | 7,386 | 17,504 | 21,645 | |||||||||||||
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| Gross profit |
13,503 | 18,768 | 34,680 | 56,907 | ||||||||||||
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| Operating expenses: |
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| Selling and marketing |
5,657 | 9,201 | 18,813 | 28,983 | ||||||||||||
| General and administrative |
11,291 | 14,445 | 40,442 | 34,637 | ||||||||||||
| Research and development |
1,849 | 1,686 | 6,043 | 5,667 | ||||||||||||
| Goodwill impairment |
— | — | 27,450 | — | ||||||||||||
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| Total operating expenses |
18,797 | 25,332 | 92,748 | 69,287 | ||||||||||||
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| Loss from operations |
(5,294 | ) | (6,564 | ) | (58,068 | ) | (12,380 | ) | ||||||||
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| Other expenses: |
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| Foreign exchange loss |
1,096 | 396 | 4,209 | 409 | ||||||||||||
| Finance expenses |
1,897 | 2,097 | 6,522 | 5,904 | ||||||||||||
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| Loss before income taxes |
(8,287 | ) | (9,057 | ) | (68,799 | ) | (18,693 | ) | ||||||||
| Income tax (benefit) expense |
(966 | ) | (80 | ) | (1,010 | ) | 867 | |||||||||
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|
|
|
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|
|
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| Net loss |
(7,321 | ) | (8,977 | ) | (67,789 | ) | (19,560 | ) | ||||||||
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|
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|
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| Deemed dividend (Note 13) |
— | — | (3,564 | ) | — | |||||||||||
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|
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| Loss attributable to stockholders of the Company |
(7,243 | ) | (8,640 | ) | (70,585 | ) | (19,823 | ) | ||||||||
|
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|
|
|
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|
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| (Loss) income attributable to non-controlling interest |
(78 | ) | (337 | ) | (768 | ) | 263 | |||||||||
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| Net loss per share: |
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| Basic |
$ | (0.18 | ) | $ | (1.77 | ) | $ | (2.04 | ) | $ | (4.12 | ) | ||||
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| Diluted |
$ | (0.18 | ) | $ | (1.77 | ) | $ | (2.04 | ) | $ | (4.12 | ) | ||||
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| Weighted-average number of shares used in per share calculation: |
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| Basic |
40,466 | 4,884 | 34,553 | 4,812 | ||||||||||||
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| Diluted |
40,466 | 4,884 | 34,553 | 4,812 | ||||||||||||
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7
Use of Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP measure defined as net loss income before foreign exchange loss, financial expenses, income tax expense, depreciation and amortization, stock-based compensation and non-recurring items for a given period. Adjusted EBITDA is not a measure of our financial performance under U.S. GAAP and should not be considered an alternative to net income or any other performance measures derived in accordance with U.S. GAAP. Accordingly, you should consider Adjusted EBITDA along with other financial performance measures, including net income, and our financial results presented in accordance with U.S. GAAP. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces its usefulness as a comparative measure. We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are: Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and although depreciation and amortization are a non-cash charges, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
We believe that Adjusted EBITDA is a useful measure for analyzing the performance of our core business because it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by changes in foreign exchange rates that impact financial assets and liabilities denominated in currencies other than the U.S. dollar, tax positions (such as the impact on periods or companies of changes in effective tax rates), the age and book depreciation of fixed assets (affecting relative depreciation expense), amortization of intangible assets, stock-based compensation expense (because it is a non-cash expense) and non-recurring items as explained below.
The following reconciliation of net loss to Adjusted EBITDA for the periods presented:
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Reconciliation of net loss to Adjusted EBITDA | (in thousands) | (in thousands) | ||||||||||||||
| Net loss |
$ | (7,321 | ) | $ | (8,977 | ) | $ | (67,789 | ) | $ | (19,560 | ) | ||||
| Foreign exchange loss |
1,096 | 396 | 4,209 | 409 | ||||||||||||
| Finance expenses |
1,897 | 2,097 | 6,522 | 5,904 | ||||||||||||
| Income tax expense (benefit) |
(966 | ) | (80 | ) | (1,010 | ) | 867 | |||||||||
| Depreciation and amortization |
1,181 | 329 | 3,695 | 1,064 | ||||||||||||
| Stock-based compensation expense |
547 | 313 | 1,603 | 1,732 | ||||||||||||
| Goodwill impairment charge |
— | — | 27,450 | — | ||||||||||||
| Other adjustments (1) |
2,178 | 5,950 | 7,572 | 8,600 | ||||||||||||
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| Adjusted EBITDA |
$ | (1,388 | ) | $ | 28 | $ | (17,748 | ) | $ | (984 | ) | |||||
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(1) For the three and nine months ended September 30, 2020, the other adjustments are mainly represented by severance and retention payments ($nil and $1.5 million, respectively), additional bad debt provision due to COVID-19 ($2.2 million and $5.7 million, respectively) as well as a loss on sale of subsidiary in Bulgaria ($nil and $0.4 million, respectively). For the three and nine months ended September 30, 2019, the other adjustments are mainly represented by professional fees related to the Merger.
8
Exhibit 99.2 STIFEL 2020 VIRTUAL HEALTHCARE CONFERENCE November 16, 2020 0Exhibit 99.2 STIFEL 2020 VIRTUAL HEALTHCARE CONFERENCE November 16, 2020 0
DISCLAIMER This presentation and the accompanying oral presentation contains“forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as“anticipates,”“believes,”“plans,”“expects,”“projects,”“future,”“intends,”“may,”“should,” “could,”“estimates,”“predicts,”“potential,”“continue,”“guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about our financial performance; the growth in demand for our systems and other products; and general economic conditions, including the global economic impact of COVID-19, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and management's beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward- looking statements in this presentation may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under Part I Item 1A—“Risk Factors” in our most recent Annual Report on Form 10-K, Part II Item 1A—“RiskFactors” in our Form 10-Q for the quarter ended September 30, 2020, and in other documents the Company may file with the SEC. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward- looking statements are based on information available to us as of the date of this presentation. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. This presentation contains estimates and other statistical data made by independent parties relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. 1DISCLAIMER This presentation and the accompanying oral presentation contains“forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as“anticipates,”“believes,”“plans,”“expects,”“projects,”“future,”“intends,”“may,”“should,” “could,”“estimates,”“predicts,”“potential,”“continue,”“guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about our financial performance; the growth in demand for our systems and other products; and general economic conditions, including the global economic impact of COVID-19, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and management's beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward- looking statements in this presentation may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under Part I Item 1A—“Risk Factors” in our most recent Annual Report on Form 10-K, Part II Item 1A—“RiskFactors” in our Form 10-Q for the quarter ended September 30, 2020, and in other documents the Company may file with the SEC. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward- looking statements are based on information available to us as of the date of this presentation. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. This presentation contains estimates and other statistical data made by independent parties relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. 1
COMPANY HIGHLIGHTS Diversified product portfolio Leading player in global Leading device solution with 12 major platforms 1 minimally invasive/non-invasive provider in the $4.1B addressing major procedure medical aesthetics markets hair restoration market categories in our target markets Customer-centric Strong R&D capabilities with Global reach with business model that expertise in non-invasive, commercial presence in expands reach beyond energy-based technologies and 60+ countries including traditional aesthetic call robotics, AI, 3D pre-operative direct selling presence in points planning and software 25 global markets 1. International Society of Hair Restoration Surgery (ISHRS): 2017 Practice Census Results Report. 2COMPANY HIGHLIGHTS Diversified product portfolio Leading player in global Leading device solution with 12 major platforms 1 minimally invasive/non-invasive provider in the $4.1B addressing major procedure medical aesthetics markets hair restoration market categories in our target markets Customer-centric Strong R&D capabilities with Global reach with business model that expertise in non-invasive, commercial presence in expands reach beyond energy-based technologies and 60+ countries including traditional aesthetic call robotics, AI, 3D pre-operative direct selling presence in points planning and software 25 global markets 1. International Society of Hair Restoration Surgery (ISHRS): 2017 Practice Census Results Report. 2
SCALE & INFRASTRUCTURE POISED TO DRIVE GROWTH 4 $123.3M 2019 Total Revenue 3 12,854 Systems Shipped (2019) Technology Platforms 12 1 Employees 405 Global Sales and Marketing 170 2 Team Hybrid model of direct reps, independent Countries with Direct Sales 25 contractors and distribution partners 2 170 Direct Sales & Marketing Team ~35 VeroGrafters– (1099) Countries with Distributor Agreements 36 1. Includes employees 109 based in the United States, 74 based in Canada, 60 based in Israel, and 162 in the rest of the world as of November 1, 2020. 2. Includes direct sales representatives, sales management, marketing and members of the physician engagement team as of November 1, 2020. 3. Includes all units shipped in the year ended Dec 31, 2019. 4. Total revenue for the fiscal year 2019, giving effect to the merger as if it had closed on January 1, 2018, decreased 1% year-over-year, to $123.3 million, compared to total revenue, of $124.6 million for the fiscal year 2018, giving effect to the merger as it had closed on January 1, 2018. 3SCALE & INFRASTRUCTURE POISED TO DRIVE GROWTH 4 $123.3M 2019 Total Revenue 3 12,854 Systems Shipped (2019) Technology Platforms 12 1 Employees 405 Global Sales and Marketing 170 2 Team Hybrid model of direct reps, independent Countries with Direct Sales 25 contractors and distribution partners 2 170 Direct Sales & Marketing Team ~35 VeroGrafters– (1099) Countries with Distributor Agreements 36 1. Includes employees 109 based in the United States, 74 based in Canada, 60 based in Israel, and 162 in the rest of the world as of November 1, 2020. 2. Includes direct sales representatives, sales management, marketing and members of the physician engagement team as of November 1, 2020. 3. Includes all units shipped in the year ended Dec 31, 2019. 4. Total revenue for the fiscal year 2019, giving effect to the merger as if it had closed on January 1, 2018, decreased 1% year-over-year, to $123.3 million, compared to total revenue, of $124.6 million for the fiscal year 2018, giving effect to the merger as it had closed on January 1, 2018. 3
COMPELLING GLOBAL MARKET OPPORTUNITY Global Energy-Based Aesthetic Device Market $3.4B 1 Projected CAGR of 9.7% 2018-2023 Global Non-surgical, Non-injectable, • The market for aesthetic procedures is 2 2.7M Cosmetic Procedures in 2018 large, growing, global in scale, and comprised of both surgical and non- surgical procedures 3 Global Hair Restoration Market in 2016 $4.1B • Venus Concept technologies target more than 3 million procedures annually representing a potential global market opportunity of more than $7.5 billion. Global Surgical Hair Restoration Patients in ~597K 4 2016 1. Company Estimates based on data from Medical Insight reports: “Energy-Based Body Shaping & Skin Tightening”- August 2019; “Energy-Based Aesthetic Devices”- October 2019; “Energy-Based Feminine Rejuvenation”- March 2019). Projected growth CAGR calculation. based on weighted average of expected growth CAGRs per Medical Insights of: 6.1% for Energy-Based Aesthetic Devices and 12.7% for Energy-Based Body Shaping & Skin Tightening and 15.0% for Energy-Based Feminine Rejuvenation, respectively. 2. Company Estimates based on data from ISAPS 2018 Survey: Global Cosmetic Procedures (surgical and non-surgical) = 23.3 million; Global non-surgical cosmetic procedures = 12.7 million; injectable cosmetic procedures = 10.0 million. 4 3. International Society of Hair Restoration Surgery (ISHRS): 2017 Practice Census Results Report. 4. International Society of Hair Restoration Surgery (ISHRS): 2017 Practice Census Results Report. Global surgical hair restoration patients = 597k in 2016, compared to ~217k patients in 2006, a 10.7% CAGR over the period.COMPELLING GLOBAL MARKET OPPORTUNITY Global Energy-Based Aesthetic Device Market $3.4B 1 Projected CAGR of 9.7% 2018-2023 Global Non-surgical, Non-injectable, • The market for aesthetic procedures is 2 2.7M Cosmetic Procedures in 2018 large, growing, global in scale, and comprised of both surgical and non- surgical procedures 3 Global Hair Restoration Market in 2016 $4.1B • Venus Concept technologies target more than 3 million procedures annually representing a potential global market opportunity of more than $7.5 billion. Global Surgical Hair Restoration Patients in ~597K 4 2016 1. Company Estimates based on data from Medical Insight reports: “Energy-Based Body Shaping & Skin Tightening”- August 2019; “Energy-Based Aesthetic Devices”- October 2019; “Energy-Based Feminine Rejuvenation”- March 2019). Projected growth CAGR calculation. based on weighted average of expected growth CAGRs per Medical Insights of: 6.1% for Energy-Based Aesthetic Devices and 12.7% for Energy-Based Body Shaping & Skin Tightening and 15.0% for Energy-Based Feminine Rejuvenation, respectively. 2. Company Estimates based on data from ISAPS 2018 Survey: Global Cosmetic Procedures (surgical and non-surgical) = 23.3 million; Global non-surgical cosmetic procedures = 12.7 million; injectable cosmetic procedures = 10.0 million. 4 3. International Society of Hair Restoration Surgery (ISHRS): 2017 Practice Census Results Report. 4. International Society of Hair Restoration Surgery (ISHRS): 2017 Practice Census Results Report. Global surgical hair restoration patients = 597k in 2016, compared to ~217k patients in 2006, a 10.7% CAGR over the period.
DIFFERENTIATED CUSTOMER-CENTRIC APPROACH Subscription Model Reduced financial barriers to entry Reduced Reduced obsolescence risk Flexible Staffing Technology Requirements Upgrades (VeroGrafters) Increased reach to patients Leverage physician time and clinic infrastructure Practice Enhancement Services 5DIFFERENTIATED CUSTOMER-CENTRIC APPROACH Subscription Model Reduced financial barriers to entry Reduced Reduced obsolescence risk Flexible Staffing Technology Requirements Upgrades (VeroGrafters) Increased reach to patients Leverage physician time and clinic infrastructure Practice Enhancement Services 5
GLOBAL AESTHETIC PRODUCT PORTFOLIO 2014 2015 2016 2016 2017 2017 2018 2018 2019 2019 2019 2019 Venus Venus Viva Venus Versa Venus Venus Venus Fiore Venus Glow NeoGraft Venus Heal Venus Bliss ARTAS Epileve Viva MD (2020) Legacy Freeze Plus Velocity • Cellulite Reduction • Skin Rejuvenation• Vascular & • Rhytids & Fine • Diode Laser • N/A• Skin Rejuvenation • FUE hair transplant • Muscle Aches• Non-Invasive • Robotic • N/A Pigmented Lesions Lines• Hair Removal (Dermabrasion) procedure• & Pain Lipolysis of FUE hair transplant • Skin Rejuvenation Abdomen & procedure • Hair Removal Flanks • Cellulite Reduction • Cellulite Reduction • Wrinkle Reduction• Vascular & • Rhytids & Fine • Diode Laser • Vaginal • Skin Rejuvenation • FUE hair transplant • Muscle spasms • Skin Tightening• Robotic • Diode Laser • Skin Tightening Pigmented Lesions Lines• Hair Removal Rejuvenation (Dermabrasion) procedure• Back Pain• Circumferential FUE hair transplant • Hair Removal • Body Contouring• Skin Rejuvenation• Skin Tightening• Soft Tissue Injuries Reduction procedure • Hair Removal• Cellulite reduction • Body Contouring Issued / Pending U.S. Patent Issued / Pending Foreign 135 / 39 102 / 19 1 1 Applications Counterpart Patent Applications 6 1. As of December 30, 2019 Procedure(s)- Procedure(s)- US: Year Launched: OUS:GLOBAL AESTHETIC PRODUCT PORTFOLIO 2014 2015 2016 2016 2017 2017 2018 2018 2019 2019 2019 2019 Venus Venus Viva Venus Versa Venus Venus Venus Fiore Venus Glow NeoGraft Venus Heal Venus Bliss ARTAS Epileve Viva MD (2020) Legacy Freeze Plus Velocity • Cellulite Reduction • Skin Rejuvenation• Vascular & • Rhytids & Fine • Diode Laser • N/A• Skin Rejuvenation • FUE hair transplant • Muscle Aches• Non-Invasive • Robotic • N/A Pigmented Lesions Lines• Hair Removal (Dermabrasion) procedure• & Pain Lipolysis of FUE hair transplant • Skin Rejuvenation Abdomen & procedure • Hair Removal Flanks • Cellulite Reduction • Cellulite Reduction • Wrinkle Reduction• Vascular & • Rhytids & Fine • Diode Laser • Vaginal • Skin Rejuvenation • FUE hair transplant • Muscle spasms • Skin Tightening• Robotic • Diode Laser • Skin Tightening Pigmented Lesions Lines• Hair Removal Rejuvenation (Dermabrasion) procedure• Back Pain• Circumferential FUE hair transplant • Hair Removal • Body Contouring• Skin Rejuvenation• Skin Tightening• Soft Tissue Injuries Reduction procedure • Hair Removal• Cellulite reduction • Body Contouring Issued / Pending U.S. Patent Issued / Pending Foreign 135 / 39 102 / 19 1 1 Applications Counterpart Patent Applications 6 1. As of December 30, 2019 Procedure(s)- Procedure(s)- US: Year Launched: OUS:
1 NEWEST ENTRANT INTO THE $1.4B BODY CONTOURING MARKET Overview Key Features 2 Diode Laser with (MP) technology Fast, comfortable treatments Non-invasive lipolysis of the abdomen 2 3 and flanks Statistically significant clinical results Cellulite reduction No consumable cost Fat reduction and skin tightening in one device 3-year warranty 1. Medical Insights: “Energy-Based Body Shaping & Skin Tightening”- August 2019 2. In individuals with a Body Mass Index (BMI) of 30 or less 3. In a 60-patient clinical study done with the Venus Bliss device, all participants received a single diode laser treatment to either their flanks or abdomen. Based on the data review, subjects saw a statistically significant reduction in adipose layer 7 thickness as measured by ultrasound, 6- and 12-weeks following treatment. Greater than 90% of the subjects found the treatment to be comfortable and the majority were satisfied with the results.1 NEWEST ENTRANT INTO THE $1.4B BODY CONTOURING MARKET Overview Key Features 2 Diode Laser with (MP) technology Fast, comfortable treatments Non-invasive lipolysis of the abdomen 2 3 and flanks Statistically significant clinical results Cellulite reduction No consumable cost Fat reduction and skin tightening in one device 3-year warranty 1. Medical Insights: “Energy-Based Body Shaping & Skin Tightening”- August 2019 2. In individuals with a Body Mass Index (BMI) of 30 or less 3. In a 60-patient clinical study done with the Venus Bliss device, all participants received a single diode laser treatment to either their flanks or abdomen. Based on the data review, subjects saw a statistically significant reduction in adipose layer 7 thickness as measured by ultrasound, 6- and 12-weeks following treatment. Greater than 90% of the subjects found the treatment to be comfortable and the majority were satisfied with the results.
88
Covid-19 Affect on The Usage of Venus Velocity Global Install Base Velocity Total Usage Oct 2019 - Oct 2020 (Global) 10500 9000 7500 Minimal Usage Mid March2020 -End of April2020 Due to Covid -19 6000 4500 3000 1500 0 9 Data Captured on Oct 26,2020 Total Daily Usage (min) 01/10/2019 27/10/2019 22/11/2019 18/12/2019 13/01/2020 08/02/2020 05/03/2020 31/03/2020 26/04/2020 22/05/2020 17/06/2020 13/07/2020 08/08/2020 03/09/2020 29/09/2020Covid-19 Affect on The Usage of Venus Velocity Global Install Base Velocity Total Usage Oct 2019 - Oct 2020 (Global) 10500 9000 7500 Minimal Usage Mid March2020 -End of April2020 Due to Covid -19 6000 4500 3000 1500 0 9 Data Captured on Oct 26,2020 Total Daily Usage (min) 01/10/2019 27/10/2019 22/11/2019 18/12/2019 13/01/2020 08/02/2020 05/03/2020 31/03/2020 26/04/2020 22/05/2020 17/06/2020 13/07/2020 08/08/2020 03/09/2020 29/09/2020
IoT Insights- Devices Utilization by Global Region- Sept. 2019 - Sept.2020 EMEA LATAM NA 1750 4000 1200 1400 3000 900 1050 2000 600 700 1000 300 350 0 0 0 10 Data Captured on Oct 26,2020 Avg.Daily Usage (Min) Sep2019 Oct2019 Nov2019 Dec2019 Jan2020 Feb2020 Mar2020 Apr2020 May2020 Jun2020 Jul2020 Aug2020 Sep2020 Avg. Daily Usage (Min) Sep2019 Oct2019 Nov2019 Dec2019 Jan2020 Feb2020 Mar2020 Apr2020 May2020 Jun2020 Jul2020 Aug2020 Sep2020 Avg. Daily Usage (Min) Sep2019 Oct2019 Nov2019 Dec2019 Jan2020 Feb2020 Mar2020 Apr2020 May2020 Jun2020 Jul2020 Aug2020 Sep2020IoT Insights- Devices Utilization by Global Region- Sept. 2019 - Sept.2020 EMEA LATAM NA 1750 4000 1200 1400 3000 900 1050 2000 600 700 1000 300 350 0 0 0 10 Data Captured on Oct 26,2020 Avg.Daily Usage (Min) Sep2019 Oct2019 Nov2019 Dec2019 Jan2020 Feb2020 Mar2020 Apr2020 May2020 Jun2020 Jul2020 Aug2020 Sep2020 Avg. Daily Usage (Min) Sep2019 Oct2019 Nov2019 Dec2019 Jan2020 Feb2020 Mar2020 Apr2020 May2020 Jun2020 Jul2020 Aug2020 Sep2020 Avg. Daily Usage (Min) Sep2019 Oct2019 Nov2019 Dec2019 Jan2020 Feb2020 Mar2020 Apr2020 May2020 Jun2020 Jul2020 Aug2020 Sep2020
IoT Analytics - % of Global Venus Active Device Install Base April 2020 compared to September 2020 (Covid Effect & Recovery) 90% 7% APRI L SEPT EMBER 2020 2020 11 Data Captured on Oct 26,2020IoT Analytics - % of Global Venus Active Device Install Base April 2020 compared to September 2020 (Covid Effect & Recovery) 90% 7% APRI L SEPT EMBER 2020 2020 11 Data Captured on Oct 26,2020
1212
Bliss Non-Invasive Fat Reduction/Body Contouring - Compelling ROI for Clinics Avg. No. Of Weekly Tx. Laser Avg. weekly Revenue per clinic 3.14 $3,308.50 Avg. No. Of Weekly Tx. RF Avg. Time to ROI (Weeks) 5.31 36.27 13 Data Captured on November 12, 2020Bliss Non-Invasive Fat Reduction/Body Contouring - Compelling ROI for Clinics Avg. No. Of Weekly Tx. Laser Avg. weekly Revenue per clinic 3.14 $3,308.50 Avg. No. Of Weekly Tx. RF Avg. Time to ROI (Weeks) 5.31 36.27 13 Data Captured on November 12, 2020
COMPRENSIVE HAIR RESTORATION PORTFOLIO 1 DIFFERENTIATED SOLUTIONS SERVING THE $4.1 BILLION GLOBAL HAIR RESTORATION MARKET MECHANICAL FUE ROBOTIC FUE • Women • High volume cases • Curly hair • Faster & higher yield • Less shaving • Market differentiation with AI • Color blind (light & blond and robotic technology hairs) • Attract patients who want the • Lower volume cases newest robotic technology • Fine tuning of specific areas • Reduce human variability and of scalp (temples/temporal fatigue peaks, post face lift) TWO COMPLEMENTARY TECHNOLOGIES 14 1. International Society of Hair Restoration Surgery (ISHRS): 2017 Practice Census Results Report. 14COMPRENSIVE HAIR RESTORATION PORTFOLIO 1 DIFFERENTIATED SOLUTIONS SERVING THE $4.1 BILLION GLOBAL HAIR RESTORATION MARKET MECHANICAL FUE ROBOTIC FUE • Women • High volume cases • Curly hair • Faster & higher yield • Less shaving • Market differentiation with AI • Color blind (light & blond and robotic technology hairs) • Attract patients who want the • Lower volume cases newest robotic technology • Fine tuning of specific areas • Reduce human variability and of scalp (temples/temporal fatigue peaks, post face lift) TWO COMPLEMENTARY TECHNOLOGIES 14 1. International Society of Hair Restoration Surgery (ISHRS): 2017 Practice Census Results Report. 14
RESULTS 15RESULTS 15
RESULTS Before After 16 Courtesy of Joseph Hunstad, MD: Bill Kortesis, MDRESULTS Before After 16 Courtesy of Joseph Hunstad, MD: Bill Kortesis, MD
VeroBotics Development Update Implantation Update • Product Improvements: • Launching product upgrades and new accessories that improve repeatability and workflow • New software has speed and repeatability improvements • Commercial Re-launch: • Training Focus Sites in implantation • Build clinical experience / data • Dr. Chumak presentation on Robotic Implantation at ISHRS Meeting • White paper – implantation case series • Next Development Projects – workflow improvements • Cartridge improvements – easier to load, higher capacity, faster workflow • Implant mechanism upgrades – higher capacity, improved geometry and usabilityVeroBotics Development Update Implantation Update • Product Improvements: • Launching product upgrades and new accessories that improve repeatability and workflow • New software has speed and repeatability improvements • Commercial Re-launch: • Training Focus Sites in implantation • Build clinical experience / data • Dr. Chumak presentation on Robotic Implantation at ISHRS Meeting • White paper – implantation case series • Next Development Projects – workflow improvements • Cartridge improvements – easier to load, higher capacity, faster workflow • Implant mechanism upgrades – higher capacity, improved geometry and usability
RoboCor / InjectoBot Animal Studies: • Confirmed directional skin tightening effect with micro-coring and compressive wound dressing • Compared different core removal and compression methods • Understanding healing histology and biologic requirements to achieve rapid, scar-less healing In House Study • Tested coring device behind ear and on upper arm • Advanced our understanding of core removal in human skin Next: • IRB studies to continue in-vivo research and development • Finalize coring methods and parameters • Adjunctive energy-based wound healing modalitiesRoboCor / InjectoBot Animal Studies: • Confirmed directional skin tightening effect with micro-coring and compressive wound dressing • Compared different core removal and compression methods • Understanding healing histology and biologic requirements to achieve rapid, scar-less healing In House Study • Tested coring device behind ear and on upper arm • Advanced our understanding of core removal in human skin Next: • IRB studies to continue in-vivo research and development • Finalize coring methods and parameters • Adjunctive energy-based wound healing modalities
Enabling Technologies Machine Vision and Perception for Skin • Current ARTAS machine vision capabilities provide very high accuracy and repeatability • New modalities like HF Ultrasound, confocal microscopy can provide for higher resolution and intra-dermal imaging Machine Learning and AI • Teach recognition of important dermatologic features • Integrate data from diagnostics, patient data, doctor input • Personalized treatment plans or patients Increased Robotic Automation • Image-guided robotics provide precision and repeatability to significantly reduce treatment delivery variability in many procedures • Contact-less delivery – workflow improvements, ability to delegateEnabling Technologies Machine Vision and Perception for Skin • Current ARTAS machine vision capabilities provide very high accuracy and repeatability • New modalities like HF Ultrasound, confocal microscopy can provide for higher resolution and intra-dermal imaging Machine Learning and AI • Teach recognition of important dermatologic features • Integrate data from diagnostics, patient data, doctor input • Personalized treatment plans or patients Increased Robotic Automation • Image-guided robotics provide precision and repeatability to significantly reduce treatment delivery variability in many procedures • Contact-less delivery – workflow improvements, ability to delegate
KOL Feedback and Learnings Overall ideas on future of advanced tech in aesthetics: Machine Vision, AI, Robotics • Acceptance of the eventuality of robotics in aesthetics • Excited about the new capabilities in increased visualization capabilities, precision execution and new approaches Where they see robotic tech adding value to drive sustained commercial viability • Differentiated product for core physicians in a somewhat commoditized market • Personalized treatment plans for patients • Adding precision & repeatability leading to better treatment, fewer adverse events. • Ability to micro-dose, micro-needle, micro-core – manipulate tissue at the sub-millimeter level • No touch delivery of accurate and consistent treatments – ability to delegate • Ability of vision system to be able to provide real time diagnostics and objective results • Significant reduction in operator fatigue • Ability to market new robotic technology to patientsKOL Feedback and Learnings Overall ideas on future of advanced tech in aesthetics: Machine Vision, AI, Robotics • Acceptance of the eventuality of robotics in aesthetics • Excited about the new capabilities in increased visualization capabilities, precision execution and new approaches Where they see robotic tech adding value to drive sustained commercial viability • Differentiated product for core physicians in a somewhat commoditized market • Personalized treatment plans for patients • Adding precision & repeatability leading to better treatment, fewer adverse events. • Ability to micro-dose, micro-needle, micro-core – manipulate tissue at the sub-millimeter level • No touch delivery of accurate and consistent treatments – ability to delegate • Ability of vision system to be able to provide real time diagnostics and objective results • Significant reduction in operator fatigue • Ability to market new robotic technology to patients
FINANCIAL INFORMATION Q3 2020 and YTD 2020 Venus Concept Inc. Balance Sheet Summary: Supplemental Financial Information - Revenue by Geographic Area (as of September 30, 2020) Three months ended Nine months ended September 30, Increase / (decrease) September 30, Increase / (decrease) Cash: $12.8 million (Dollars in millions) 2020 2021 $ % 2020 2021 $ % United States $ 7.8 $ 10.1 $ ( 2.3) ( 23.1) % $ 22.3 $ 31.3 $ (9.0) (28.7) % Debt: $74.5 million International 12.9 16.0 ( 3.1) (19.6) % 29.8 47.2 ( 17.4) (36.8) % • Madryn Long-term debt: $66.5 Total $ 20.7 $ 26.2 $ ( 5.5) ( 20.9) % $ 52.2 $ 78.6 $ (26.4) (33.6) % million • 9% no PIK Venus Concept Inc. • Bullet payment in Supplemental Financial Information - Revenue by Type September 2022 Three months ended Nine months ended • City National Bank of Florida: September 30, Increase / (decrease) September 30, Increase / (decrease) $3.9 million (Dollars in millions) 2020 2021 $ % 2020 2021 $ % • $10.0 million facility Lease revenue $ 9.4 $ 16.4 $ ( 7.0) (42.6) % $ 23.7 $ 48.8 $ ( 25.1) ( 51.4) % System revenue 7.5 7.1 0.4 5.6 % 17.8 21.2 (3.4) (16.2) %• LIBOR + 3.25% Product revenue 2.6 1.2 1.5 125.4 % 7.1 4.1 3.0 73.3 % • Government assistance loan: Service revenue 1.1 1.5 (0.3) (23.4) % 3.6 4.4 ( 0.9) (19.2) % $4.1 million Total $ 20.7 $ 26.2 $ (5.5) (20.9) % $ 52.2 $ 78.6 $ ( 26.4) ( 33.6) % 21FINANCIAL INFORMATION Q3 2020 and YTD 2020 Venus Concept Inc. Balance Sheet Summary: Supplemental Financial Information - Revenue by Geographic Area (as of September 30, 2020) Three months ended Nine months ended September 30, Increase / (decrease) September 30, Increase / (decrease) Cash: $12.8 million (Dollars in millions) 2020 2021 $ % 2020 2021 $ % United States $ 7.8 $ 10.1 $ ( 2.3) ( 23.1) % $ 22.3 $ 31.3 $ (9.0) (28.7) % Debt: $74.5 million International 12.9 16.0 ( 3.1) (19.6) % 29.8 47.2 ( 17.4) (36.8) % • Madryn Long-term debt: $66.5 Total $ 20.7 $ 26.2 $ ( 5.5) ( 20.9) % $ 52.2 $ 78.6 $ (26.4) (33.6) % million • 9% no PIK Venus Concept Inc. • Bullet payment in Supplemental Financial Information - Revenue by Type September 2022 Three months ended Nine months ended • City National Bank of Florida: September 30, Increase / (decrease) September 30, Increase / (decrease) $3.9 million (Dollars in millions) 2020 2021 $ % 2020 2021 $ % • $10.0 million facility Lease revenue $ 9.4 $ 16.4 $ ( 7.0) (42.6) % $ 23.7 $ 48.8 $ ( 25.1) ( 51.4) % System revenue 7.5 7.1 0.4 5.6 % 17.8 21.2 (3.4) (16.2) %• LIBOR + 3.25% Product revenue 2.6 1.2 1.5 125.4 % 7.1 4.1 3.0 73.3 % • Government assistance loan: Service revenue 1.1 1.5 (0.3) (23.4) % 3.6 4.4 ( 0.9) (19.2) % $4.1 million Total $ 20.7 $ 26.2 $ (5.5) (20.9) % $ 52.2 $ 78.6 $ ( 26.4) ( 33.6) % 21
FINANCIAL INFORMATION Q3’2020 and YTD 2020 Three Months Nine Months Ended September 30 Ended September 30 2020 2019 2020 2019 Consolidated Statements of Loss: (dollars in thousands) (dollars in thousands) Revenues: Leases $ 9,431 $ 16,427 $ 23,709 $ 48,812 Products and services 11,249 9,727 28,475 29,740 Total revenue 20,680 26,154 52,184 78,552 Cost of goods sold 7,177 7,386 17,504 21,645 Gross profit 13,503 18,768 34,680 56,907 Operating expenses: Sales and marketing 5,657 9,201 18,813 28,983 General and administrative 11,291 14,445 40,442 34,637 Research and development 1,849 1,686 6,043 5,667 Goodwill impairment — — 27,450 — Total operating expenses 18,797 25,332 92,748 69,287 Loss from operations (5,294 ) (6,564 ) (58,068 ) (12,380 ) Other expenses: Foreign exchange loss 1,096 396 4,209 409 Finance expenses 1,897 2,097 6,522 5,904 Loss before income taxes (8,287 ) (9,057 ) (68,799 ) (18,693 ) Income tax (benefit) expense (966 ) (80 ) (1,010 ) 867 Net loss $ (7,321 ) $ (8,977 ) $ (67,789 ) $ (19,560 ) Three Months Nine Months Ended September 30 Ended September 30 2020 2019 2020 2019 Reconciliation of net loss to Adjusted EBITDA (in thousands) (in thousands) Net loss $ (7,321 ) $ (8,977 ) $ (67,789 ) $ (19,560 ) Foreign exchange loss 1,096 396 4,209 409 Finance expenses 1,897 2,097 6,522 5,904 Income tax expense (benefit) (966 ) (80 ) (1,010 ) 867 Depreciation and amortization 1,181 329 3,695 1,064 Stock-based compensation expense 547 313 1,603 1,732 Goodwill impairment charge — — 27,450 — Other adjustments (1) 2,178 5,950 7,572 8,600 Adjusted EBITDA $ (1,388 ) $ 28 $ (17,748 ) $ (984 ) 22 FINANCIAL INFORMATION Q3’2020 and YTD 2020 Three Months Nine Months Ended September 30 Ended September 30 2020 2019 2020 2019 Consolidated Statements of Loss: (dollars in thousands) (dollars in thousands) Revenues: Leases $ 9,431 $ 16,427 $ 23,709 $ 48,812 Products and services 11,249 9,727 28,475 29,740 Total revenue 20,680 26,154 52,184 78,552 Cost of goods sold 7,177 7,386 17,504 21,645 Gross profit 13,503 18,768 34,680 56,907 Operating expenses: Sales and marketing 5,657 9,201 18,813 28,983 General and administrative 11,291 14,445 40,442 34,637 Research and development 1,849 1,686 6,043 5,667 Goodwill impairment — — 27,450 — Total operating expenses 18,797 25,332 92,748 69,287 Loss from operations (5,294 ) (6,564 ) (58,068 ) (12,380 ) Other expenses: Foreign exchange loss 1,096 396 4,209 409 Finance expenses 1,897 2,097 6,522 5,904 Loss before income taxes (8,287 ) (9,057 ) (68,799 ) (18,693 ) Income tax (benefit) expense (966 ) (80 ) (1,010 ) 867 Net loss $ (7,321 ) $ (8,977 ) $ (67,789 ) $ (19,560 ) Three Months Nine Months Ended September 30 Ended September 30 2020 2019 2020 2019 Reconciliation of net loss to Adjusted EBITDA (in thousands) (in thousands) Net loss $ (7,321 ) $ (8,977 ) $ (67,789 ) $ (19,560 ) Foreign exchange loss 1,096 396 4,209 409 Finance expenses 1,897 2,097 6,522 5,904 Income tax expense (benefit) (966 ) (80 ) (1,010 ) 867 Depreciation and amortization 1,181 329 3,695 1,064 Stock-based compensation expense 547 313 1,603 1,732 Goodwill impairment charge — — 27,450 — Other adjustments (1) 2,178 5,950 7,572 8,600 Adjusted EBITDA $ (1,388 ) $ 28 $ (17,748 ) $ (984 ) 22