Beauty Health Co
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
SKIN$15.71+51.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001628280-25-038993
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001628280-25-050315
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 89 current paragraphs.
59 unchanged; 25 reworded; 5 added; 2 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Consumables net sales for the three months ended September 30, 2025 decreased $1.4 million, or 2.6%, compared to the three months ended September 30, 2024. The slight decrease in Consumables net sales includes declines related to the China transition to a distributor partner. Excluding the impact of the China transition, Consumables net sales increased slightly, with price increases offset by lower volume.
Current report
Interest expense for the three months ended September 30, 2025 increased $3.8 million compared to the three months ended September 30, 2024, primarily due to interest and amortization of debt issuance costs related to the 2028 Notes, partially offset by lower outstanding balances related to the 2026 Notes.
Current report
Comparison of Nine Months Ended September 30, 2025 to Nine Months Ended September 30, 2024
Current report
Interest expense for the nine months ended September 30, 2025 increased $5.0 million compared to the nine months ended September 30, 2024, primarily due to interest and amortization of debt issuance costs related to the 2028 Notes, partially offset by lower outstanding balances related to the 2026 Notes.
Current report
During the three months ended September 30, 2024, there were no repurchases related to the 2026 Notes. During the nine months ended September 30, 2024, the Company repurchased $192.3 million principal amount of the 2026 Notes for $156.1 million and recognized a net gain of $33.4 million, which includes $2.8 million of unamortized debt issuance costs related to the repurchase.
Removed paragraphs (2)
Previous report
Comparison of Six Months Ended June 30, 2025 to Six Months Ended June 30, 2024
Previous report
During the three months ended March 31, 2024, the Company repurchased $75.0 million principal amount of its 2026 Notes at a weighted-average price equal to 77% for $57.8 million and recognized a net gain of $16.1 million, which includes $1.2 million of unamortized debt issuance costs. Additionally, during the three months ended June 30, 2024, the Company repurchased $117.3 million principal amount of its 2026 Notes at a weighted-average price equal to 84% for $98.3 million and recognized a net gain of $17.3 million, which includes $1.6 million of unamortized debt issuance costs. The total amount paid and net gain recognized to repurchase $192.3 million principal amount during the six months ended June 30, 2024 was $156.1 million and $33.4 million, respectively.
Reworded paragraphs (25)
Previous wording
During thethree and six months ended June 30, 2025, we continued to execute against our plan to expand our footprint by selling and placing our patented hydradermabrasion delivery systems (“Delivery Systems”) worldwide, drive consumables, which consist of single-use tips, solutions, serums and other consumables used to provide a Hydrafacial treatment that cleanses, extracts, and hydrates the skin (collectively “Consumables”), invest in our community of providers, partners, and consumers, drive brand awareness, and optimize our global infrastructure. Although we believe we can be successful in our current operating environment, various factors may impact our business in unpredictable ways such as:
Current wording
During thethree and nine months ended September 30, 2025, we continued to execute against our plan to expand our footprint by selling and placing our patented hydradermabrasion delivery systems (“Delivery Systems”) worldwide, drive consumables, which consist of single-use tips, solutions, serums and other consumables used to provide a Hydrafacial treatment that cleanses, extracts, and hydrates the skin (collectively “Consumables”), invest in our community of providers, partners, and consumers, drive brand awareness, and optimize our global infrastructure. Although we believe we can be successful in our current operating environment, various factors may impact our business in unpredictable ways such as:
Previous wording
Total net sales for the three months ended June 30, 2025 decreased $12.4 million, or 13.7%, compared to the three months ended June 30, 2024. Delivery Systems net sales for the three months ended June 30, 2025 decreased $12.9 million, or 36.5%, compared to the three months ended June 30, 2024, with decreases across all regions. Delivery Systems net sales were negatively impacted globally by unfavorable macroeconomic and credit conditions.
Current wording
Total net sales for the three months ended September 30, 2025 decreased $8.1 million, or 10.3%, compared to the three months ended September 30, 2024. Delivery Systems net sales for the three months ended September 30, 2025 decreased $6.8 million, or 24.6%, compared to the three months ended September 30, 2024, with decreases across all regions. Delivery Systems net sales were negatively impacted globally by unfavorable macroeconomic and credit conditions.
Previous wording
Cost of sales for the three months ended June 30, 2025 decreased $20.6 million, compared to the three months ended June 30, 2024 primarily due to lower net sales and inventory related charges. Cost of sales for the three months ended June 30, 2024 include $13.8 million of inventory charges for discontinued, excess, obsolete inventory, including the write-down of Delivery System inventory to its net realizable value and the write-off of excess raw materials. Gross margin increased to 62.8% for the three months ended June 30, 2025 from 45.2% for the three months ended June 30, 2024 primarily due to lower inventory related charges and favorable mix shift towards consumable net sales, partially offset by lower average selling price of equipment net sales.
Current wording
Cost of sales for the three months ended September 30, 2025 decreased $13.1 million, compared to the three months ended September 30, 2024 primarily due to lower inventory related charges and net sales. Cost of sales for the three months ended September 30, 2024 include approximately $8 million of manufacturing optimization related costs. Gross margin increased to 64.6% for the three months ended September 30, 2025 from 51.6% for the three months ended September 30, 2024 primarily due to lower inventory related charges and favorable mix shift towards consumable net sales, partially offset by lower average selling price of equipment net sales.
Previous wording
Selling and marketing expense for the six months ended June 30, 2025 decreased $15.0 million, or 23.4%, compared to the six months ended June 30, 2024. The decrease is primarily driven by lower personnel-related expenses, including share-based compensation expense, and lower sales commission expense, marketing related spend and depreciation and amortization expense.
Current wording
Selling and marketing expense for the three months ended September 30, 2025 decreased $6.7 million, or 24.2%, compared to the three months ended September 30, 2024. The decrease is primarily driven by lower personnel-related expenses, including share-based compensation expense, and lower depreciation and amortization expense.
Previous wording
Research and development expense for the three months ended June 30, 2025 remained relatively flat compared to the three months ended June 30, 2024.
Current wording
Research and development expense for the three months ended September 30, 2025 increased $0.6 million, or 53.2%, compared to the three months ended September 30, 2024. The increase is primarily driven by higher other professional services expenses.
Previous wording
General and administrative expense for the three months ended June 30, 2025 decreased $4.0 million, or 12.6%, compared to the three months ended June 30, 2024. The decrease is primarily driven by lower personnel-related expenses, including share-based compensation expense, lower severance, depreciation and amortization expense, and other general corporate spend, and bad debt recoveries. The decrease was partially offset by higher legal fees.
Current wording
General and administrative expense for the three months ended September 30, 2025 decreased $4.2 million, or 12.5%, compared to the three months ended September 30, 2024. The decrease is primarily driven by lower share-based compensation expense and other general corporate spend, and bad debt recoveries. The decrease was partially offset by higher amortization expense, severance expense, and legal fees.
Previous wording
Interest Income, Change in Fair Value of Warrant Liabilities, and Other Income, Net
Current wording
Interest Expense, Interest Income, Change in Fair Value of Warrant Liabilities, and Other Income, Net
Previous wording
Interest income for the three months ended June 30, 2025 decreased $1.0 million, compared to the three months ended June 30, 2024, primarily due to lower average invested balances during the three months ended June 30, 2025.
Current wording
Interest income for the three months ended September 30, 2025 decreased $3.6 million compared to the three months ended September 30, 2024 primarily due to lower average invested balances and interest rates during the three months ended September 30, 2025.
Previous wording
The following tables set forth our consolidated results of operations in dollars and as a percentage of net sales for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data for thesix months ended June 30, 2025 and June 30, 2024 have been derived from the condensed consolidated financial statements included elsewhere in this Form 10-Q. Amounts and percentages may not foot due to rounding.
Current wording
The following tables set forth our consolidated results of operations in dollars and as a percentage of net sales for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data for thenine months ended September 30, 2025 and September 30, 2024 have been derived from the condensed consolidated financial statements included elsewhere in this Form 10-Q. Amounts and percentages may not foot due to rounding.
Previous wording
Total net sales for thesix months ended June 30, 2025 decreased $24.2 million, or 14.1%, compared to thesix months ended June 30, 2024. Delivery System net sales for thesix months ended June 30, 2025 decreased $28.4 million, or 40.0%, compared to thesix months ended June 30, 2024, with decreases across all regions. Delivery Systems net sales were negatively impacted globally by unfavorable macroeconomic and credit conditions.
Current wording
Total net sales for thenine months ended September 30, 2025 decreased $32.4 million, or 12.9%, compared to thenine months ended September 30, 2024. Delivery System net sales for thenine months ended September 30, 2025 decreased $35.2 million, or 35.7%, compared to thenine months ended September 30, 2024, with decreases across all regions. Delivery Systems net sales were negatively impacted globally by unfavorable macroeconomic and credit conditions.
Previous wording
Consumables net sales for thesix months ended June 30, 2025 increased $4.2 million, or 4.1%, compared to thesix months ended June 30, 2024. The increase in Consumables net sales was primarily attributable toincreased placements of Delivery Systems and the adjoining consumption of Consumables during thesix months ended June 30, 2025.
Current wording
Consumables net sales for thenine months ended September 30, 2025 increased $2.8 million, or 1.9%, compared to thenine months ended September 30, 2024. The increase in Consumables net sales was primarily attributable toincreased placements of Delivery Systems and the adjoining consumption of Consumables during thenine months ended September 30, 2025.
Previous wording
Cost of sales for thesix months ended June 30, 2025 decreased $32.6 million, compared to the six months ended June 30, 2024 primarily due to lower net sales and inventory related charges. Cost of sales for the six months ended June 30, 2024 include $19.3 million of inventory charges for discontinued, excess, obsolete inventory, including the write-down of Delivery System inventory to its net realizable value and the write-off of excess raw materials. Gross margin increased to 66.1% for thesix months ended June 30, 2025 from 51.9% for thesix months ended June 30, 2024 primarily due to lower inventory related charges and favorable mix shift towards consumable net sales, partially offset by lower average selling price of equipment net sales.
Current wording
Cost of sales for thenine months ended September 30, 2025 decreased $45.8 million, compared to the nine months ended September 30, 2024 primarily due to lower inventory related charges and net sales. Cost of sales for the nine months ended September 30, 2024 include $22.7 million of inventory charges for discontinued, excess, obsolete inventory, including the write-down of Delivery System inventory to its net realizable value and the write-off of excess raw materials and approximately $8 million of manufacturing optimization related costs. Gross margin increased to 65.6% for thenine months ended September 30, 2025 from 51.8% for thenine months ended September 30, 2024 primarily due to lower inventory related charges and favorable mix shift towards consumable net sales, partially offset by lower average selling price of equipment net sales.
Previous wording
Selling and marketing expense for the three months ended June 30, 2025 decreased $7.4 million, or 24.2%, compared to the three months ended June 30, 2024. The decrease is primarily driven by lower personnel-related expenses, including share-based compensation expense and lower sales commission expense, marketing related spend, and depreciation and amortization expense.
Current wording
Selling and marketing expense for the nine months ended September 30, 2025 decreased $21.7 million, or 23.7%, compared to the nine months ended September 30, 2024. The decrease is primarily driven by lower personnel-related expenses, including share-based compensation expense and sales commission expense, and lower marketing related spend and depreciation and amortization expense.
Previous wording
Research and development expense for the six months ended June 30, 2025 decreased $1.7 million, or 43.3%, compared to the six months ended June 30, 2024. The decrease is primarily driven by lower personnel-related expenses.
Current wording
Research and development expense for the nine months ended September 30, 2025 decreased $1.1 million, or 22.2%, compared to the nine months ended September 30, 2024. The decrease is primarily driven by lower personnel-related expenses, partially offset by higher other professional services expenses.
Previous wording
General and administrative expense for thesix months ended June 30, 2025 remained relatively flat compared to thesix months ended June 30, 2024, with higher legal fees and severance being partially offset by lower personnel-related expenses, including share-based compensation expense, lower other general corporate spend and depreciation and amortization expense, and bad debt recoveries.
Current wording
General and administrative expense for thenine months ended September 30, 2025 decreased$3.4 million, or 3.7%, compared to thenine months ended September 30, 2024. The decrease is primarily driven by lower share-based compensation expense, depreciation expense, and other general corporate spend, and bad debt recoveries. The decrease is partially offset by higher legal fees, amortization expense, and severance expense.
Previous wording
Interest Income, Change in Fair Value of Warrant Liabilities, and Other Income, Net
Current wording
Interest Expense, Interest Income, Change in Fair Value of Warrant Liabilities, and Other Income, Net
Previous wording
Interest income for thesix months ended June 30, 2025 decreased $3.4 million compared to thesix months ended June 30, 2024 primarily due to lower average invested balances during thesix months ended June 30, 2025.
Current wording
Interest income for thenine months ended September 30, 2025 decreased $7.0 million compared to thenine months ended September 30, 2024 primarily due to lower average invested balances and interest rates during thenine months ended September 30, 2025.
Previous wording
During the three months ended June 30, 2025, the Company recognized expense of $0.2 million related to the change in the fair value of the warrant liabilities as compared to income of $4.0 million for the three months ended June 30, 2024, driven primarily by the fluctuation of the price of the Company’s Class A common stock (the “Class A Common Stock”).
Current wording
During thenine months ended September 30, 2025, the Company recognized income of$0.3 million related to the change in the fair value of the warrant liabilities, as compared toincome of$3.0 million for thenine months ended September 30, 2024, driven primarily by the fluctuation of the price of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).
Previous wording
Other income, net for the six months ended June 30, 2025 included $18.1 million net gain related to the exchange and repurchases of the 2026 Notes. Other income, net for the six months ended June 30, 2024 included $33.4 million net gain related to the repurchases of the 2026 Notes.
Current wording
Other income, net for the nine months ended September 30, 2025 included $18.1 million net gain related to the exchange and repurchases of the 2026 Notes. Other income, net for the nine months ended September 30, 2024 included $33.4 million net gain related to the repurchases of the 2026 Notes.
Previous wording
Our primary sources of capital have been (i) cash flow from operating activities, (ii) net proceeds received from the consummation of the Business Combination, (iii) net proceeds received from the 2026 Notes, and (iv) net proceeds received from the exercise of public and private placement warrants. As of June 30, 2025, we had cash, cash equivalents, and restricted cash of $212.0 million.
Current wording
Our primary sources of capital have been (i) cash flow from operating activities, (ii) net proceeds received from the consummation of the Business Combination, (iii) net proceeds received from the 2026 Notes, and (iv) net proceeds received from the exercise of public and private placement warrants. As of September 30, 2025, we had cash, cash equivalents, and restricted cash of $219.4 million.
Previous wording
During the three and six months ended June 30, 2025, the Company repurchased an additional $20.0 million principal amount of its 2026 Notes at a weighted-average price equal to 92% for $18.4 million and recognized a net gain of $1.5 million, which includes $0.1 million of unamortized debt issuance costs.
Current wording
During the three months ended September 30, 2025, there were no repurchases related to the 2026 Notes. During the nine months ended September 30, 2025, the Company repurchased $20.0 million principal amount of the 2026 Notes for $18.4 million and recognized a net gain of $1.5 million, which includes $0.1 million of unamortized debt issuance costs related to the repurchase. The net gain is included in other income, net in the Condensed Consolidated Statements of Comprehensive Income (Loss).
Previous wording
On May 21, 2025, the Company entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders (the “Exchanging Holders”) of the 2026 Notes (the “Existing Notes”). Pursuant to the Exchange Agreements, the Company exchanged and repurchased approximately $413.2 million aggregate principal amount of the Existing Notes. Of the $413.2 million aggregate principal amount of the Existing Notes, $263.2 million principal amount were exchanged at a weighted-average price equal to 95% for $250.0 million principal amount of new 7.95% Convertible Senior Secured Notes due November 15, 2028 (the “2028 Notes”), and $150.1 million principal amount were repurchased at a weighted-average price equal to 95% for $142.6 million. The exchange and repurchase resulted in a net gain of $16.6 million, which includes $3.1 million of unamortized debt issuance costs and $0.9 million of other related fees. The Company incurred $10.8 million of debt issuance costs related to the exchange and repurchase of its Existing Notes which are being amortized over the term of the 2028 Notes using the effective interest method.
Current wording
On May 21, 2025, the Company entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders (the “Exchanging Holders”) of the 2026 Notes (the “Existing Notes”). Pursuant to the Exchange Agreements, the Company exchanged and repurchased $413.2 million aggregate principal amount of the Existing Notes. Of the $413.2 million aggregate principal amount of the Existing Notes, $263.2 million principal amount were exchanged at a weighted-average price equal to 95% for $250.0 million principal amount of new 7.95% Convertible Senior Secured Notes due November 15, 2028 (the “2028 Notes”), and $150.1 million principal amount were repurchased at a weighted-average price equal to 95% for $142.6 million. The exchange and repurchase resulted in a net gain of $16.6 million, which includes $3.1 million of unamortized debt issuance costs and $0.9 million of other related fees. The Company incurred $11.4 million of debt issuance costs related to the exchange and repurchase of its Existing Notes which are being amortized over the term of the 2028 Notes using the effective interest method.
Previous wording
Net cash provided by operating activities for the six months ended June 30, 2025 was $12.6 million, as compared to net cash used for operating activities of $10.7 million for the six months ended June 30, 2024. The change in cash provided by operating activities was primarily related to lower working capital usage and changes in net income and non-cash adjustments. The current year net income and non-cash adjustments include $18.1 million of net gain related to the exchange and repurchases of the 2026 Notes. The prior year net loss and non-cash adjustments include $33.4 million of net gain related to the repurchases of the 2026 Notes and the prior year changes in working capital includes the impact of the costs associated with the Syndeo Program of $20.1 million.
Current wording
Net cash provided by operating activities for the nine months ended September 30, 2025 was $22.3 million, as compared to net cash used for operating activities of $0.3 million for the nine months ended September 30, 2024. The change in cash provided by operating activities was primarily related to lower working capital usage and changes in net loss and non-cash adjustments. The current year net loss and non-cash adjustments include $18.1 million of net gain related to the exchange and repurchases of the 2026 Notes. The prior year net loss and non-cash adjustments include $33.4 million of net gain related to the repurchases of the 2026 Notes and the prior year changes in working capital includes the impact of the costs associated with the Syndeo Program of $21.0 million.
Previous wording
Net cash used for investing activities for the six months ended June 30, 2025 was $2.7 million, as compared to $3.8 million for the six months ended June 30, 2024. The change in cash used for investing activities was due to lower capital expenditures during the six months ended June 30, 2025.
Current wording
Net cash used for investing activities for the nine months ended September 30, 2025 was $3.8 million, as compared to $5.9 million for the nine months ended September 30, 2024. The change in cash used for investing activities was due to lower capital expenditures during the nine months ended September 30, 2025.
Previous wording
Net cash used for financing activities for the six months ended June 30, 2025 was $173.6 million, as compared to $157.4 million for the six months ended June 30, 2024. The cash used for financing activities for the six months ended June 30, 2025 was primarily related to the exchange and repurchases of the Company’s 2026 Notes. The cash used for financing activities for the six months ended June 30, 2024 was primarily related to the repurchases of the Company’s 2026 Notes.
Current wording
Net cash used for financing activities for the nine months ended September 30, 2025 was $174.4 million, as compared to $157.6 million for the nine months ended September 30, 2024. The cash used for financing activities for the nine months ended September 30, 2025 was primarily related to the exchange and repurchases of the Company’s 2026 Notes. The cash used for financing activities for the nine months ended September 30, 2024 was primarily related to the repurchases of the Company’s 2026 Notes.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Consumables net sales for the three months ended June 30, 2025 increased $0.4 million, or 0.8%, compared to the three months ended June 30, 2024. The slight increase in Consumables net sales was primarily attributable to increased placements of Delivery Systems and the adjoining consumption of Consumables during the three months ended June 30, 2025.
Previous report — wording carried elsewhere
Other income, net for the three months ended June 30, 2025 included $18.1 million net gain related to the exchange and repurchases of the 1.25% Convertible Senior Notes due October 1, 2026 (the “2026 Notes”). Other income, net for the three months ended June 30, 2024 included $17.3 million net gain related to the repurchases of the 2026 Notes.
Previous report — wording carried elsewhere
During thesix months ended June 30, 2025, the Company recognized income of$0.1 million related to the change in the fair value of the warrant liabilities, as compared toincome of$2.6 million for thesix months ended June 30, 2024, driven primarily by the fluctuation of the price of the Class A Common Stock.