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): March 29, 2021
VENUS CONCEPT INC.
(Exact name of registrant as specified in its charter)
|
Delaware
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001-38238
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06-1681204
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||
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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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)
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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||
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Common Stock, $0.0001 par value
per share
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VERO
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The Nasdaq Global Market
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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 March 29, 2021, Venus Concept Inc. (the “Company”) issued a press release relating to its financial results for the three months and twelve months ended December 31, 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 9.01. |
Financial Statements and Exhibits.
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The following exhibit is filed herewith.
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Exhibit
No.
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Description
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|
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Press release dated March 29, 2021.
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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.
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VENUS CONCEPT INC.
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Date: March 29, 2021
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By:
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/s/ Domenic Della Penna
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Domenic Della Penna
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||
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Chief Financial Officer
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Exhibit 99.1
 |
Venus Concept Reports Fourth Quarter and Fiscal Year 2020 Financial Results; Reaffirms Fiscal Year 2021 Revenue Guidance
TORONTO, March 29, 2021 (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 twelve months ended December 31, 2020.
Fourth Quarter 2020 Financial Summary:
| • |
Total GAAP revenue for the fourth quarter of 2020 decreased 19% year-over-year, to $25.8 million, compared to $31.9 million for the fourth quarter 2019, driven by the negative impact of the COVID-19 global pandemic on our business.
|
| • |
Total GAAP revenue for the fourth quarter of 2020 increased 25%, compared to $20.7 million for the third quarter of 2020.
|
| • |
GAAP operating loss for the fourth quarter of 2020 was $10.3 million, compared to a loss of $17.9 million for the fourth quarter of 2019, a decrease in operating loss of $7.6 million, or 42%, year-over-year.
|
| • |
GAAP net loss for the fourth quarter of 2020 of $15.0 million, compared to a loss of $22.7 million for the fourth quarter of 2019, a decrease in net loss of $7.7 million, or 34%, year-over-year.
|
| • |
Adjusted EBITDA loss of $2.4 million for the fourth quarter of 2020, compared to Adjusted EBITDA loss of $11.5 million in the fourth quarter of 2019, a decrease in adjusted EBITDA loss of $9.1 million year-over-year.
|
| • |
The Company had $34.4 million and $15.7 million of cash and cash equivalents as of December 31, 2020 and December 31, 2019, respectively, and total debt obligations of approximately $79.6 million and $69.0 million as of December 31, 2020
and December 31, 2019, respectively.
|
Management Commentary:
“We continued to see improvements in business trends during the fourth quarter as customers in our key markets around the world continue to recover,” said Domenic Serafino, Chief
Executive Officer of Venus Concept. “Fourth quarter sales increased 25% as compared to our third quarter sales results, driven by 50% quarter-over-quarter growth in sales to U.S. customers and 10% quarter-over-quarter growth in sales to
International customers. The improvement in growth trends as compared to the third quarter was driven by strong procedure-related activity in both our aesthetics and hair restoration businesses, and strong system sales results of our Venus Bliss
and ARTAS iX®. Based on our current assessment and increased pipeline activity, we believe that we will continue to see an improvement in capital equipment demand in the aesthetics and hair restoration markets as we move through 2021.
Our focused commercial strategy is helping us maximize our opportunities to drive adoption of our key products.”
Mr. Serafino continued: “Our fourth quarter financial results reflect strong execution of our plan to balance our operating expense management, while continuing to make strategic investments,
specifically in the North American market, to better-position us for profitable growth in the years to come. In the fourth quarter of 2020, we reduced our GAAP operating expenses by $10.6 million, or 28%, year-over-year, reduced our adjusted EBITDA
loss by $9.1 million, or 79%, year-over-year and generated positive cash flow from operations during the period. We enter 2021 with a significantly enhanced balance sheet and financial condition as a result of the notable transactions we announced
in December, including a new loan agreement, refinanced long-term debt obligations and net proceeds from our recent public offering. Together, these activities and our operating expense management during 2020, resulted in approximately $34 million
in cash on our balance sheet at year-end to support our future growth initiatives. We have repositioned the Company over the last year and stand poised for a return to above-market growth - as evidenced by our expectations for revenue growth of 26%
to 32% year-over-year in fiscal year 2021 - and we expect strong operating leverage in 2021 as well.”
Fourth Quarter and Fiscal Year 2020 Revenue by Region and by Product Type:
Venus Concept Inc.
Supplemental Financial Information - Revenue by Geographic Area
|
Three months ended December 31,
|
Increase / (decrease)
|
Twelve months ended December 31,
|
Increase / (decrease)
|
|||||||||||||||||||||||||||||
|
(Dollars in millions)
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
||||||||||||||||||||||||
|
United States
|
$
|
11.6
|
$
|
16.4
|
$
|
(4.7
|
)
|
(28.9
|
)%
|
$
|
34.0
|
$
|
47.7
|
$
|
(13.7
|
)
|
(28.8
|
)%
|
||||||||||||||
|
International
|
14.2
|
15.5
|
(1.3
|
)
|
(8.3
|
)%
|
44.0
|
62.7
|
(18.7
|
)
|
(29.8
|
)%
|
||||||||||||||||||||
|
Total
|
$
|
25.8
|
$
|
31.9
|
$
|
(6.0
|
)
|
(18.9
|
)%
|
$
|
78.0
|
$
|
110.4
|
$
|
(32.4
|
)
|
(29.3
|
)%
|
||||||||||||||
*numbers may not foot due to rounding.
Venus Concept Inc.
Supplemental Financial Information - Revenue by Type
|
Three months ended December 31,
|
Increase / (decrease)
|
Twelve months ended December 31,
|
Increase / (decrease)
|
|||||||||||||||||||||||||||||
|
(Dollars in millions)
|
2020
|
2019
|
$ |
|
%
|
2020
|
2019
|
$ |
|
%
|
||||||||||||||||||||||
|
Lease revenue
|
$
|
9.7
|
$
|
16.4
|
$
|
(6.6
|
)
|
(40.6
|
)%
|
$
|
33.4
|
$
|
65.2
|
$
|
(31.7
|
)
|
(48.7
|
)%
|
||||||||||||||
|
System revenue
|
11.2
|
10.5
|
0.7
|
6.2
|
%
|
29.0
|
31.7
|
(2.8
|
)
|
(8.7
|
)%
|
|||||||||||||||||||||
|
Product revenue
|
3.7
|
2.8
|
0.9
|
31.7
|
%
|
10.9
|
6.9
|
3.9
|
56.4
|
%
|
||||||||||||||||||||||
|
Service revenue
|
1.2
|
2.1
|
(0.9
|
)
|
(44.1
|
)%
|
4.8
|
6.6
|
(1.8
|
)
|
(27.3
|
)%
|
||||||||||||||||||||
|
Total
|
$
|
25.8
|
$
|
31.9
|
$
|
(6.0
|
)
|
(18.9
|
)%
|
$
|
78.0
|
$
|
110.4
|
$
|
(32.4
|
)
|
(29.3
|
)%
|
||||||||||||||
*numbers may not foot due to rounding.
Fourth Quarter 2020 Financial Results:
Total revenue for the fourth quarter of 2020 decreased $6.0 million, or 19%, to $25.8 million, compared to $31.9 million for the fourth quarter of 2019. Total lease revenue, from sales of systems via our subscription
model, decreased $6.6 million, or 41%, to $9.7 million, compared to $16.4 million for the fourth quarter of 2019. Total products and services revenue for the fourth quarter of 2020 increased $0.6 million, or 4%, to $16.1 million, compared to $15.5
million for the fourth quarter of 2019.
The decrease in revenue was a result of decreased revenue in the United States of $4.7 million, or 29%, and decreased revenue in international markets of $1.3 million, or 8%. The
decrease in revenue in both the United States and international markets was driven by COVID-19 related lockdown measures or restrictions imposed by federal and state governments. 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. Although our selling efforts were hampered by target customer concerns in making capital outlays given the economic
uncertainty, this became less of an obstacle towards the end of 2020 as we experienced improving sales trend in most markets.
The decrease in total revenue, by product category, for the fourth quarter of 2020 was driven by a decrease of $6.6 million, or 41%, in lease revenue, a decrease of $0.9 million, or 44%, in service revenue, offset
partially by an increase of $0.9 million, or 32%, in other products revenue, primarily ARTAS® and ARTAS iX® procedure kits and other consumables, and an increase of $0.7 million, or 6%, in system revenue. The percentage of
systems revenue derived from our subscription model was approximately 46% in the three months ended December 31, 2020 compared to 61% in the three months ended December 31, 2019.
2
The increase in system revenue for the fourth quarter of 2020 was driven by a significant contribution of revenue from the sale of ARTAS® and ARTAS iX® systems, compared to the prior year
period which only included contributions from the sale of ARTAS® and ARTAS iX® systems revenue following the closing of our merger on November 7, 2019. The increase in other product revenue was driven by sales of ARTAS
procedure kits, only contributed to other product revenue for a partial period in the fourth quarter of 2019. The decrease in service revenue for the fourth 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 fourth quarter of 2020 decreased $3.0 million, or 15.4%, to $16.7 million, compared to $19.7 million for the fourth 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 64.7% of revenue for the fourth quarter of 2020, compared to 62.0% of revenue for the fourth quarter of
2019. The increase in gross margin is primarily related to initiatives directed at reducing manufacturing costs of our robotic ARTAS® systems.
Operating expenses for the fourth quarter of 2020 decreased $10.7 million, or 28%, to $26.9 million, compared to $37.6 million for the fourth quarter of 2019. The year-over-year decrease in operating expenses was
primarily driven by a decrease of $5.0 million, or 22%, in general & administrative expenses, a decrease of $5.0 million, or 41%, in sales and marketing expenses and a decrease of $0.7 million, or 28%, in R&D expenses, compared to the prior
year period. The decrease in GAAP operating expense in the fourth quarter of 2020 was partially offset by incremental bad debt expense of $5.4 million related to COVID-19, restructuring expenses of $0.5 million and, to a lesser extent,
non-recurring legal expenses of $0.3 million. Excluding these items, fourth quarter of 2020 operating expenses declined 45% year-over-year.
Operating loss for the fourth quarter of 2020 was $10.2 million, compared to operating loss of $17.9 million for the fourth quarter of 2019.
Net loss attributable to Venus Concept Inc. stockholders for the fourth quarter of 2020 was $14.7 million, or $0.34 per share, compared to net loss attributable to Venus Concept Inc. stockholders of $20.8 million, or
$1.07 per share, for the fourth quarter of 2019. Weighted average shares used to compute net loss attributable to Venus Concept Inc. stockholders per share were 42.8 million and 19.5 million for the fourth quarters of 2020 and 2019, respectively.
Adjusted EBITDA loss for the fourth quarter of 2020 was $2.4 million, compared to Adjusted EBITDA loss of $11.5 million for the fourth quarter of 2019.
Fiscal Year 2020 Financial Results:
Total revenue decreased by $32.4 million, or 29.3%, to $78.0 million for the year ended December 31, 2020 from $110.4 million for the year ended December 31, 2019. The decrease in total revenue was
driven by an $18.7 million, or 30% year-over-year, decline in sales in international markets and a $13.7 million, or 29% year-over-year, decline in sales in the United States. 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. Although our selling efforts were hampered by target customer concerns in making capital outlays given the economic
uncertainty, this became less of an obstacle towards the end of 2020 as we experienced improving sales trend in most markets.
Net loss attributable to Venus Concept Inc. stockholders for the year ended December 31, 2020 was $85.3 million, or $2.33 per share, compared to
net loss attributable to Venus Concept Inc. stockholders of $40.6 million, or $4.77 per share, for the year ended December 31, 2019. Weighted average
shares used to compute net loss attributable to Venus Concept Inc. stockholders per share were 36.6 million and 8.5 million for the year ended December 31, 2020 and 2019, respectively.
3
Adjusted EBITDA loss for the year ended December 31, 2020 was $20.1 million, compared to adjusted
EBITDA loss of $12.5 million for the year ended December 31, 2019.
Fiscal Year 2021 Revenue Guidance:
Assuming no significant and persistent resurgence of COVID-19 and related lockdown measures in key markets that would negatively impact the Company’s customer base, and based on
a notable increase in pipeline activity, the Company continues to expect total revenue for the twelve months ending December 31, 2021 in the range of $98.0 million to
$103.0 million, representing an increase of approximately 26% to 32% year-over-year, compared to total revenue of $78.0 million for the twelve months ended December 31, 2020.
Conference Call Details:
Management will host a conference call at 5:00 p.m. Eastern Time on March 29, 2021 to discuss the results of the quarter and fiscal year 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 13715787. A live webcast of the call will also be provided on the investor relations section of the Company's website at ir.venusconcept.com.
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 13715787. 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 20 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.
4
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 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.
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)
|
Year Ended, December 31,
|
||||||||
|
2020
|
2019
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
34,297
|
$
|
15,666
|
||||
|
Restricted cash
|
83
|
83
|
||||||
|
Accounts receivable, net of allowance of $18,490 and $10,494 as of December 31, 2020, and 2019
|
52,764
|
58,977
|
||||||
|
Inventories
|
17,759
|
18,844
|
||||||
|
Deferred expenses
|
—
|
59
|
||||||
|
Prepaid expenses
|
2,240
|
2,523
|
||||||
|
Advances to suppliers
|
2,587
|
450
|
||||||
|
Other current assets
|
5,674
|
3,101
|
||||||
|
Total current assets
|
115,404
|
99,703
|
||||||
|
LONG-TERM ASSETS:
|
||||||||
|
Long-term receivables
|
21,148
|
35,656
|
||||||
|
Deferred tax assets
|
884
|
622
|
||||||
|
Severance pay funds
|
685
|
710
|
||||||
|
Property and equipment, net
|
3,539
|
4,648
|
||||||
|
Intangible assets
|
18,865
|
22,338
|
||||||
|
Goodwill
|
—
|
27,450
|
||||||
|
Total long-term assets
|
45,121
|
91,424
|
||||||
|
TOTAL ASSETS
|
$
|
160,525
|
$
|
191,127
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Line of credit
|
$
|
—
|
$
|
7,789
|
||||
|
Trade payables
|
6,322
|
9,401
|
||||||
|
Accrued expenses and other current liabilities
|
20,253
|
21,120
|
||||||
|
Income taxes payable
|
1,132
|
2,172
|
||||||
|
Unearned interest income
|
1,950
|
3,942
|
||||||
|
Warranty accrual
|
1,106
|
1,254
|
||||||
|
Deferred revenues
|
1,752
|
2,495
|
||||||
|
Total current liabilities
|
32,515
|
48,173
|
||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Long-term debt
|
75,491
|
61,229
|
||||||
|
Government assistance loans
|
4,110
|
—
|
||||||
|
Income tax payable
|
478
|
—
|
||||||
|
Accrued severance pay
|
755
|
827
|
||||||
|
Deferred tax liabilities
|
811
|
1,017
|
||||||
|
Unearned interest income
|
1,778
|
1,681
|
||||||
|
Warranty accrual
|
533
|
723
|
||||||
|
Other long-term liabilities
|
293
|
799
|
||||||
|
Total long-term liabilities
|
84,249
|
66,276
|
||||||
|
TOTAL LIABILITIES
|
116,764
|
114,449
|
||||||
|
Commitments and Contingencies (Note 9)
|
||||||||
|
STOCKHOLDERS’ EQUITY (Note 1):
|
||||||||
|
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of December 31, 2020 and 2019; 53,551,126 and 28,686,116 issued and outstanding
as of December 31, 2020 and 2019, respectively
|
26
|
24
|
||||||
|
Additional paid-in capital (Note 1)
|
201,598
|
149,840
|
||||||
|
Accumulated deficit
|
(157,392
|
)
|
(75,686
|
)
|
||||
|
TOTAL STOCKHOLDERS’ EQUITY
|
44,232
|
74,178
|
||||||
|
Non-controlling interests
|
(471
|
)
|
2,500
|
|||||
|
43,761
|
76,678
|
|||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
160,525
|
$
|
191,127
|
||||
6
Venus Concept Inc.
Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars, except per share data)
|
Year Ended, December 31,
|
||||||||
|
2020
|
2019
|
|||||||
|
Revenue
|
||||||||
|
Leases
|
$
|
33,428
|
$
|
65,170
|
||||
|
Products and services
|
44,586
|
45,236
|
||||||
|
78,014
|
110,406
|
|||||||
|
Cost of goods sold
|
||||||||
|
Leases
|
7,899
|
13,411
|
||||||
|
Products and services
|
18,724
|
20,342
|
||||||
|
26,623
|
33,753
|
|||||||
|
Gross profit
|
51,391
|
76,653
|
||||||
|
Operating expenses:
|
||||||||
|
Selling and marketing
|
26,203
|
41,409
|
||||||
|
General and administrative
|
57,882
|
57,488
|
||||||
|
Research and development
|
7,754
|
8,034
|
||||||
|
Goodwill impairment
|
27,450
|
—
|
||||||
|
Total operating expenses
|
119,289
|
106,931
|
||||||
|
Loss from operations
|
(67,898
|
)
|
(30,278
|
)
|
||||
|
Other expenses:
|
||||||||
|
Foreign exchange (gain) loss
|
(68
|
)
|
2,611
|
|||||
|
Finance expenses
|
8,343
|
7,549
|
||||||
|
Loss on debt extinguishment
|
2,938
|
—
|
||||||
|
Loss on disposal of subsidiaries
|
2,526
|
—
|
||||||
|
Loss before income taxes
|
(81,637
|
)
|
(40,438
|
)
|
||||
|
Income tax expense
|
1,181
|
1,857
|
||||||
|
Net loss
|
(82,818
|
)
|
(42,295
|
)
|
||||
|
Deemed dividend (Note 15)
|
3,564
|
—
|
||||||
|
Loss attributable to stockholders of the Company
|
(85,270
|
)
|
(40,619
|
)
|
||||
|
Loss attributable to non-controlling interest
|
(1,112
|
)
|
(1,676
|
)
|
||||
|
Net loss per share:
|
||||||||
|
Basic
|
$
|
(2.33
|
)
|
$
|
(4.77
|
)
|
||
|
Diluted
|
$
|
(2.33
|
)
|
$
|
(4.77
|
)
|
||
|
Weighted-average number of shares used in per share calculation:
|
||||||||
|
Basic
|
36,626
|
8,517
|
||||||
|
Diluted
|
36,626
|
8,517
|
||||||
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 years presented:
Venus Concept Inc.
Reconciliation of Net loss to Non-GAAP Adjusted EBITDA
|
Year Ended, December 31,
|
||||||||
|
2020
|
2019
|
|||||||
|
Reconciliation of net loss to adjusted EBITDA
|
(in thousands)
|
|||||||
|
Net loss
|
$
|
(82,818
|
)
|
$
|
(42,295
|
)
|
||
|
Foreign exchange (gain) loss
|
(68
|
)
|
2,611
|
|||||
|
Loss on debt extinguishment
|
2,938
|
—
|
||||||
|
Loss on disposal of subsidiaries
|
2,526
|
—
|
||||||
|
Finance expenses
|
8,343
|
7,549
|
||||||
|
Income tax expense
|
1,181
|
1,857
|
||||||
|
Depreciation and amortization
|
4,804
|
2,040
|
||||||
|
Stock-based compensation expense
|
2,138
|
2,158
|
||||||
|
Goodwill impairment charge
|
27,450
|
—
|
||||||
|
COVID-19 related bad debts
|
11,088
|
—
|
||||||
|
Other adjustments (1)
|
2,280
|
13,553
|
||||||
|
Adjusted EBITDA
|
$
|
(20,138
|
)
|
$
|
(12,527
|
)
|
||
(1) For the year ended December 31, 2020, the other adjustments are represented by severance and retention payments ($1.9 million) and litigation
settlement expenses ($0.3 million). For the year ended December 31, 2019, the other adjustments are mainly represented by professional fees related to the Merger and a patent infringement case.
8