Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40860 | |
Entity Registrant Name | Olaplex Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1242679 | |
Entity Address, Address Line One | 432 Park Avenue South | |
Entity Address, Address Line Two | Third Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10016 | |
City Area Code | 310 | |
Local Phone Number | 691-0776 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | OLPX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 661,984,685 | |
Entity Central Index Key | 0001868726 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 507,925 | $ 466,400 |
Accounts receivable, net of allowances of $22,411 and $21,465 | 33,976 | 40,921 |
Inventory | 100,156 | 95,922 |
Other current assets | 12,393 | 9,953 |
Total current assets | 654,450 | 613,196 |
Property and equipment, net | 1,225 | 930 |
Intangible assets, net | 923,426 | 947,714 |
Goodwill | 168,300 | 168,300 |
Other assets | 9,365 | 10,198 |
Total assets | 1,756,766 | 1,740,338 |
Current Liabilities: | ||
Accounts payable | 23,020 | 7,073 |
Sales and income taxes payable | 5,337 | 9,067 |
Accrued expenses and other current liabilities | 22,505 | 20,576 |
Current portion of long-term debt | 6,750 | 6,750 |
Current portion of Related Party payable pursuant to Tax Receivable Agreement | 13,006 | 12,675 |
Total current liabilities | 70,618 | 56,141 |
Long-term debt | 646,367 | 649,023 |
Deferred tax liabilities | 2,136 | 3,016 |
Related Party payable pursuant to Tax Receivable Agreement | 172,390 | 185,496 |
Other liabilities | 1,932 | 1,694 |
Total liabilities | 893,443 | 895,370 |
Contingencies (Note 11) | ||
Stockholders’ equity (Notes 1 and 9): | ||
Common stock, $0.001 par value per share; 2,000,000,000 shares authorized, 661,830,220 and 660,731,935 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 676 | 671 |
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 322,758 | 316,489 |
Accumulated other comprehensive income | (79) | 1,365 |
Retained earnings | 539,968 | 526,443 |
Total stockholders’ equity | 863,323 | 844,968 |
Total liabilities and stockholders’ equity | $ 1,756,766 | $ 1,740,338 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit losses | $ 22,411 | $ 21,465 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (shares) | 661,830,220 | 660,731,935 |
Common stock, shares outstanding (shares) | 661,830,220 | 660,731,935 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net sales | $ 103,943 | $ 109,241 | $ 202,849 | $ 223,028 |
Cost of sales: | ||||
Cost of product (excluding amortization) | 29,204 | 29,781 | 54,580 | 61,016 |
Amortization of patented formulations | 2,302 | 1,964 | 4,489 | 3,706 |
Total cost of sales | 31,506 | 31,745 | 59,069 | 64,722 |
Gross profit | 72,437 | 77,496 | 143,780 | 158,306 |
Operating expenses: | ||||
Selling, general, and administrative | 45,423 | 48,413 | 85,860 | 83,337 |
Amortization of other intangible assets | 10,736 | 10,324 | 22,025 | 20,647 |
Total operating expenses | 56,159 | 58,737 | 107,885 | 103,984 |
Operating income | 16,278 | 18,759 | 35,895 | 54,322 |
Interest expense | 14,594 | 14,674 | 29,098 | 28,591 |
Interest income | 6,259 | 4,468 | 12,462 | 7,842 |
Other expense, net | (264) | (600) | (1,211) | (358) |
Income before provision for income taxes | 7,679 | 7,953 | 18,048 | 33,215 |
Income tax provision | 1,900 | 1,797 | 4,523 | 6,095 |
Net income | $ 5,779 | $ 6,156 | $ 13,525 | $ 27,120 |
Net income per share: | ||||
Basic (in usd per share) | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.04 |
Diluted (in usd per share) | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.04 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 661,734,667 | 654,345,056 | 661,278,793 | 653,045,245 |
Diluted (in shares) | 663,545,258 | 680,349,161 | 663,516,699 | 682,107,732 |
Other comprehensive (loss) income: | ||||
Unrealized (loss) gain on derivatives, net of income tax effect | $ (1,083) | $ 1,647 | $ (1,444) | $ 1,090 |
Total other comprehensive (loss) income | (1,083) | 1,647 | (1,444) | 1,090 |
Comprehensive income | $ 4,696 | $ 7,803 | $ 12,081 | $ 28,210 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance, shares outstanding (in shares) at Dec. 31, 2022 | 650,091,380 | ||||
Beginning balance at Dec. 31, 2022 | $ 780,957 | $ 649 | $ 312,875 | $ 2,577 | $ 464,856 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 20,964 | 20,964 | |||
Share-based compensation expense | 2,018 | 2,018 | |||
Unrealized (loss) gain on derivatives (net of taxes) | (557) | (557) | |||
Exercise of stock-settled stock appreciation rights (in shares) | 109,620 | ||||
Issuance of shares upon exercise of stock-settled stock appreciation rights | 326 | 326 | |||
Shares withheld and retired on exercise of stock-settled stock appreciation rights (in shares) | (83,501) | ||||
Shares withheld and retired on exercise of stock-settled stock appreciation rights | (390) | (390) | |||
Exercise of stock options (in shares) | 3,659,267 | ||||
Issuance of shares upon exercise of stock options | 3,299 | $ 4 | 3,295 | ||
Ending balance, shares outstanding (in shares) at Mar. 31, 2023 | 653,776,766 | ||||
Ending balance at Mar. 31, 2023 | 806,617 | $ 653 | 318,124 | 2,020 | 485,820 |
Beginning balance, shares outstanding (in shares) at Dec. 31, 2022 | 650,091,380 | ||||
Beginning balance at Dec. 31, 2022 | 780,957 | $ 649 | 312,875 | 2,577 | 464,856 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 27,120 | ||||
Unrealized (loss) gain on derivatives (net of taxes) | $ 1,090 | ||||
Exercise of stock options (in shares) | 4,413,328 | ||||
Ending balance, shares outstanding (in shares) at Jun. 30, 2023 | 654,530,828 | ||||
Ending balance at Jun. 30, 2023 | $ 817,852 | $ 654 | 321,555 | 3,667 | 491,976 |
Beginning balance, shares outstanding (in shares) at Mar. 31, 2023 | 653,776,766 | ||||
Beginning balance at Mar. 31, 2023 | 806,617 | $ 653 | 318,124 | 2,020 | 485,820 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 6,156 | 6,156 | |||
Share-based compensation expense | 2,634 | 2,634 | |||
Unrealized (loss) gain on derivatives (net of taxes) | 1,647 | 1,647 | |||
Exercise of stock options (in shares) | 754,062 | ||||
Issuance of shares upon exercise of stock options | 798 | $ 1 | 797 | ||
Ending balance, shares outstanding (in shares) at Jun. 30, 2023 | 654,530,828 | ||||
Ending balance at Jun. 30, 2023 | $ 817,852 | $ 654 | 321,555 | 3,667 | 491,976 |
Beginning balance, shares outstanding (in shares) at Dec. 31, 2023 | 660,731,935 | 660,731,935 | |||
Beginning balance at Dec. 31, 2023 | $ 844,968 | $ 671 | 316,489 | 1,365 | 526,443 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 7,746 | 7,746 | |||
Issuance of shares upon exercise of stock options and vesting of restricted stock units (in shares) | 551,742 | ||||
Issuance of shares upon exercise of stock options and vesting of restricted stock units | 175 | $ 4 | 171 | ||
Share-based compensation expense | 3,183 | 3,183 | |||
Unrealized (loss) gain on derivatives (net of taxes) | (361) | (361) | |||
Ending balance, shares outstanding (in shares) at Mar. 31, 2024 | 661,283,677 | ||||
Ending balance at Mar. 31, 2024 | $ 855,711 | $ 675 | 319,843 | 1,004 | 534,189 |
Beginning balance, shares outstanding (in shares) at Dec. 31, 2023 | 660,731,935 | 660,731,935 | |||
Beginning balance at Dec. 31, 2023 | $ 844,968 | $ 671 | 316,489 | 1,365 | 526,443 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 13,525 | ||||
Unrealized (loss) gain on derivatives (net of taxes) | $ (1,444) | ||||
Ending balance, shares outstanding (in shares) at Jun. 30, 2024 | 661,830,220 | 661,830,220 | |||
Ending balance at Jun. 30, 2024 | $ 863,323 | $ 676 | 322,758 | (79) | 539,968 |
Beginning balance, shares outstanding (in shares) at Mar. 31, 2024 | 661,283,677 | ||||
Beginning balance at Mar. 31, 2024 | 855,711 | $ 675 | 319,843 | 1,004 | 534,189 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 5,779 | 5,779 | |||
Issuance of shares upon exercise of stock options and vesting of restricted stock units (in shares) | 546,543 | ||||
Issuance of shares upon exercise of stock options and vesting of restricted stock units | 55 | $ 1 | 54 | ||
Share-based compensation expense | 2,861 | 2,861 | |||
Unrealized (loss) gain on derivatives (net of taxes) | $ (1,083) | (1,083) | |||
Ending balance, shares outstanding (in shares) at Jun. 30, 2024 | 661,830,220 | 661,830,220 | |||
Ending balance at Jun. 30, 2024 | $ 863,323 | $ 676 | $ 322,758 | $ (79) | $ 539,968 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 13,525 | $ 27,120 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of patent formulations | 4,489 | 3,706 |
Amortization of other intangibles | 22,025 | 20,647 |
Inventory write-off and disposal | 2,516 | 6,167 |
Depreciation of fixed assets | 284 | 230 |
Amortization of debt issuance costs | 906 | 906 |
Deferred taxes | (450) | 1,240 |
Share-based compensation expense | 6,044 | 4,652 |
Other operating | 630 | 530 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 6,945 | (4,078) |
Inventory | (6,632) | 10,657 |
Other current assets | (4,616) | (4,627) |
Accounts payable | 15,797 | 3,918 |
Accrued expenses, sales tax and income tax payable | (1,845) | 4,047 |
Other assets and liabilities | 331 | (28) |
Net cash provided by operating activities | 59,949 | 75,087 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (559) | (128) |
Purchase of intangible assets | 0 | 500 |
Purchase of software | (1,619) | (1,368) |
Net cash used in investing activities | (2,178) | (1,996) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 225 | 4,097 |
Payment to Pre-IPO Stockholders pursuant to Tax Receivable Agreement | (12,613) | (16,452) |
Principal payments for 2022 Term Loan Facility | (3,375) | (5,062) |
Net cash used in financing activities | (16,246) | (17,481) |
Net increase in cash and cash equivalents | 41,525 | 55,610 |
Cash and cash equivalents - beginning of period | 466,400 | 322,808 |
Cash and cash equivalents - end of period | 507,925 | 378,418 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 10,554 | 9,511 |
Cash paid during the year for interest | 25,008 | 29,344 |
Supplemental disclosure of noncash activities: | ||
Assets acquired under operating lease | 742 | 0 |
Intangible assets non cash transaction | 571 | 0 |
Property and equipment non cash transaction | 21 | 0 |
Stock Appreciation Rights (SARs) | ||
Cash flows from financing activities: | ||
Payments related to shares withheld and retired to cover tax withholding obligation for SARs | 0 | (64) |
Restricted Stock Units (RSUs) | ||
Cash flows from financing activities: | ||
Payments related to shares withheld and retired to cover tax withholding obligation for SARs | $ (483) | $ 0 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NATURE OF OPERATIONS AND BASIS OF PRESENTATION Olaplex Holdings, Inc. (“Olaplex Holdings” and, together with its subsidiaries, the “Company”) is a Delaware corporation that was incorporated on June 8, 2021. Olaplex Holdings is organized as a holding company and operates indirectly through Olaplex, Inc., its wholly owned indirect subsidiary, which conducts business under the name “Olaplex”. Olaplex is an innovative, science-enabled, technology-driven beauty company that is focused on delivering its patent-protected prestige hair care products to professional hair salons, retailers and everyday consumers. Olaplex develops, manufactures and distributes a line of hair care products developed to address three key uses: treatment, maintenance and protection. Basis of Presentation The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim Condensed Consolidated Financial Statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes included in the Company’s 2023 Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Estimates and Assumptions Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations, variable consideration, and other obligations such as product returns, allowance for promotions, and refunds; loss contingencies; the fair value of share-based options and stock settled stock appreciation rights (“SARs”); the fair value of and/or potential impairment of goodwill and intangible assets for the Company’s reporting unit; the fair value of the Company’s Interest Rate Caps (as defined below in “Note 5 - Fair Value Measurement”); useful lives of the Company’s tangible and intangible assets; estimated income tax expense and tax payments; future payment obligations under the Tax Receivable Agreement; and the net realizable value of, and demand for the Company’s inventory. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements established a framework for measuring fair value and established a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 —Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. The Company’s Level 1 assets consist of its marketable securities. Level 2 —Observable quoted prices for similar assets or liabilities in active markets and observable quoted prices for identical assets or liabilities in markets that are not active. Level 3 —Unobservable inputs that are not corroborated by market data. Cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are reflected at carrying value, which approximates fair value due to the short-term maturity. The Company’s long-term debt is recorded at its carrying value in the Condensed Consolidated Balance Sheets, which may differ from fair value. The Company’s Interest Rate Caps are recorded at their Level 2 fair values in the Condensed Consolidated Balance Sheets. Accounting Policies There have been no material changes in significant accounting policies as described in the Company’s Consolidated Financial Statements for the year ended December 31, 2023. Constructive Retirement of Common Stock Repurchases When the Company's common stock is retired or purchased for constructive retirement for net share settlement of stock options, any excess purchase price over par value is allocated between additional paid-in-capital, to the extent that previous net gains from sales or retirements are included therein, and the remainder to retained earnings. Tax Receivable Agreement In connection with the Reorganization Transactions, the Company entered into the Tax Receivable Agreement under which the Company will be required to pay to the Pre-IPO Stockholders 85% of the federal, state or local tax cash savings that the Company actually realizes on its taxable income following the IPO, as a result of the amortization of intangible assets and capitalized transaction costs that existed as of the date of the IPO. Under the Tax Receivable Agreement, generally the Company will retain the benefit of the remaining 15% of the applicable tax savings. The Tax Receivable Agreement liability is calculated based on current tax laws and the assumption that the Company and its subsidiaries will earn sufficient taxable income to realize the full tax benefits subject to the Tax Receivable Agreement. Updates to the Company’s blended state tax rate, allocation of U.S. versus foreign sourced income and changes in tax rules on the amortization and depreciation of assets may significantly impact the established liability, and changes to that established liability would be recorded to other (expense) income in the period the Company made the determination regarding the applicable change. The Company expects that future payments under the Tax Receivable Agreement relating to the Pre-IPO Tax Assets could aggregate to $185.4 million over the 11-year remaining period under the Tax Receivable Agreement. Payments under the Tax Receivable Agreement, which began in the year ended December 31, 2022, are not conditioned upon the parties’ continued ownership of equity in the Company. Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The new guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in annual reports. On April 4, 2024, the SEC determined to voluntarily stay the final rules pending completion of a judicial review of certain legal challenges. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures. Reclassifications Certain amounts presented have been reclassified within the “Condensed Consolidated Statements of Operations and Comprehensive Income” to conform with the current period presentation, including a prior year reclassification from Interest expense, net to Interest income for the three and six months ended June 30, 2023. The reclassifications occurred as a result of an increase in the significance of the current year amount. There was no change to the Condensed Consolidated Balance Sheet, Statements of Operations and Comprehensive Income, and Statements of Cash Flows from the reclassification. |
NET SALES
NET SALES | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
NET SALES | NET SALES The Company distributes products in the U.S. and internationally through professional distributors in salons, directly to retailers for sale in their physical stores and e-commerce sites, and direct-to-consumer (“DTC”) through sales to third-party e-commerce customers and through its own Olaplex.com website. As such, the Company’s three business channels consist of professional, specialty retail and DTC as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net sales by Channel: Professional $ 33,416 $ 40,940 $ 72,162 $ 89,337 Specialty retail 36,424 29,767 70,856 64,626 DTC 34,103 38,534 59,831 69,065 Total net sales $ 103,943 $ 109,241 $ 202,849 $ 223,028 Net sales by major geographic region is based on the shipping address on record for the customer purchasing the Company’s products. During the three and six months ended June 30, 2024 and June 30, 2023, the Company’s net sales to consumers in the United States and International regions were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net sales by Geography: United States $ 53,751 $ 50,099 $ 102,596 $ 97,761 International 50,192 59,142 100,253 125,267 Total net sales $ 103,943 $ 109,241 $ 202,849 $ 223,028 For the three and six months ended June 30, 2024, U.S. net sales included approximately $2.4 million and $4.1 million, respectively, of net sales to customers with U.S. shipping addresses who the Company expects will ultimately sell such products in international jurisdictions. For the three and six months ended June 30, 2023, U.S net sales included approximately $2.6 million and $4.8 million, respectively, of net sales to customers with U.S. shipping addresses who the Company expects will ultimately sell such products in international jurisdictions. No international country exceeded 10% of total net sales for the three and six months ended June 30, 2024 and June 30, 2023. Despite our customers’ geographic location, the majority of net sales are transacted in U.S. Dollars, the Company’s functional and reporting currency. |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 Raw materials $ 25,922 $ 30,306 Finished goods 74,234 65,616 Inventory $ 100,156 $ 95,922 During the three and six months ended June 30, 2024, the Company recorded inventory write-offs of $1.6 million and $2.5 million, respectively, due to reserves for product obsolescence. During the three and six months ended June 30, 2023, the Company recorded inventory write-offs of $3.6 million and $6.2 million, respectively, due to reserves for product obsolescence. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT Fair value measurements are established utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2, defined as observable quoted prices for similar assets or liabilities in active markets and observable quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs that are not corroborated by market data. The Company’s Level 1 assets consist of its marketable securities. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. On August 11, 2022, the Company entered into an interest rate cap transaction (the “2022 Interest Rate Cap”) in connection with the 2022 Term Loan Facility, with a notional amount of $400 million. The 2022 Interest Rate Cap expired on July 31, 2024. In advance of the expiration of the 2022 Interest Rate Cap, on May 7, 2024, the Company entered into a second interest rate cap transaction (the “2024 Interest Rate Cap” and, together with the 2022 Interest Rate Cap, the “Interest Rate Caps”) in connection with the 2022 Term Loan Facility, with a notional amount of $400 million. The 2024 Interest Rate Cap expires on July 31, 2026. The Interest Rate Caps were designated as cash flow hedges. For derivatives designated, and that qualify, as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into Interest expense in the same period(s) during which the hedged transaction affects earnings, as documented at hedge inception in accordance with the Company’s accounting policy election. The Interest Rate Caps assets are measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value the Interest Rate Caps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Interest Rate Caps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the impact of the credit valuation adjustments made to the Interest Rate Caps were not significant to the overall valuation. As a result, the Interest Rate Caps as of June 30, 2024 and the 2022 Interest Rate Cap as of December 31, 2023 were classified as Level 2 of the fair value hierarchy. The Company’s assets measured at fair value on a recurring basis and subject to fair value disclosure requirements at June 30, 2024 and December 31, 2023 were as follows: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets Level 1 Significant Significant Assets: Current Assets 2022 Interest Rate Cap at June 30, 2024 $ 443 $ — $ 443 $ — Other Assets 2024 Interest Rate Cap at June 30, 2024 $ 1,151 $ — $ 1,151 $ — Other Assets 2022 Interest Rate Cap at December 31, 2023 $ 2,391 $ — $ 2,391 $ — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets are comprised of the following: June 30, 2024 Estimated Gross Carrying Accumulated Net Carrying Amount Brand name 25 years $ 952,000 $ (170,515) $ 781,485 Product formulations 15 years 136,500 (40,632) 95,868 Customer relationships 20 years 53,000 (11,866) 41,134 Software 3-15 years 7,947 (3,008) 4,939 Total finite-lived intangibles 1,149,447 (226,021) 923,426 Goodwill Indefinite 168,300 — 168,300 Total goodwill and other intangibles $ 1,317,747 $ (226,021) $ 1,091,726 December 31, 2023 Estimated Gross Carrying Amount Accumulated Net Carrying Amount Brand name 25 years $ 952,000 $ (151,475) $ 800,525 Product formulations 15 years 136,500 (36,082) 100,418 Customer relationships 20 years 53,000 (10,541) 42,459 Software 3 years 5,660 (1,348) 4,312 Total finite-lived intangibles 1,147,160 (199,446) 947,714 Goodwill Indefinite 168,300 — 168,300 Total goodwill and other intangibles $ 1,315,460 $ (199,446) $ 1,116,014 The amortization of the Company’s brand name, customer relationships and software is recorded to Amortization of other intangible assets in the Condensed Consolidated Statements of Operations and Comprehensive Income. A portion of Amortization of patented formulations is capitalized to Inventory in the Condensed Consolidated Balance Sheets, and the remainder is recorded to Amortization of patented formulations in the Condensed Consolidated Statements of Operations and Comprehensive Income. Amortization of the Company’s definite-lived intangible assets for the three and six months ended June 30, 2024 and 2023 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization of patented formulations $ 2,302 $ 1,964 $ 4,489 $ 3,706 Amortization expense, brand name and customer relationships $ 10,183 $ 10,186 $ 20,365 $ 20,368 Amortization expense, software 553 138 1,660 279 Amortization of other intangible assets 10,736 10,324 22,025 20,647 Amortization of patented formulations capitalized to inventory $ (27) $ 303 61 828 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 Accrued professional fees $ 4,590 $ 4,133 Payroll liabilities 4,835 4,639 Accrued freight 2,497 1,229 Accrued advertising 5,620 6,348 Deferred revenue 1,125 1,051 Accrued interest 419 431 Other accrued expenses and current liabilities 3,419 2,745 Accrued expenses and other current liabilities $ 22,505 $ 20,576 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The Company’s Long-Term Debt as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 Long-term debt Credit Agreement, dated as of February 23, 2022 (the “2022 Credit Agreement”) $675 Million 7-Year Senior Secured Term Loan Facility (the “2022 Term Loan Facility”) $ 659,812 $ 663,188 $150 Million 5-Year Senior Secured Revolving Credit Facility (the “2022 Revolver”) (1) — — Debt issuance costs (6,695) (7,415) Total term loan debt 653,117 655,773 Less: Current portion (6,750) (6,750) Long-term debt, net of debt issuance costs and current portion $ 646,367 $ 649,023 (1) As of June 30, 2024 and December 31, 2023, the Company did not have outstanding amounts drawn on the 2022 Revolver, including letters of credit and swingline loan sub-facilities. As of June 30, 2024, the Company had $150 million of available borrowing capacity under the 2022 Revolver. The interest rate on outstanding debt under the 2022 Term Loan Facility was 8.9% per annum as of June 30, 2024. The interest rates for all facilities under the 2022 Credit Agreement are calculated based upon the Company’s election among (a) an adjusted term secured overnight financing rate (“SOFR”) (subject to a 0.50% floor with respect to the 2022 Term Loan Facility, and a 0% floor with respect to the 2022 Revolver) plus an additional interest rate spread, (b) with respect to a borrowing in Euros under the 2022 Revolver, a euro interbank offered rate (subject to a 0% floor) plus an additional interest rate spread, or (c) an “Alternate Base Rate” (as defined in the 2022 Credit Agreement) (subject to a 1.50% floor with respect to the 2022 Term Loan Facility, and a 1.00% floor with respect to the 2022 Revolver) plus an additional interest rate spread. Interest expense, net of interest income and inclusive of debt amortization, for the three months ended June 30, 2024 and June 30, 2023 was $8.3 million and $10.2 million, respectively, and for the six months ended June 30, 2024 and June 30, 2023 was $16.6 million and $20.7 million, respectively. The fair value of the Company’s long-term debt is based on the market value of its long-term debt instrument. Based on the inputs used to value the long-term debt, the Company’s long-term debt is categorized within Level 2 in the fair value hierarchy. As of June 30, 2024, the carrying amount of the Company’s long-term debt under the 2022 Credit Agreement was $653.1 million, and the fair value of the Company’s long-term debt was $633.4 million. As of December 31, 2023, the carrying amount of the Company’s long-term debt under the 2022 Credit Agreement was $655.8 million, and the fair value of the Company’s long-term debt was $615.1 million. The 2022 Credit Agreement includes, among other things, customary negative and affirmative covenants (including reporting, financial and maintenance covenants) and events of default (including a change of control) for facilities of this type. In addition, the 2022 Credit Agreement includes a springing first lien leverage ratio financial covenant, which is applicable only to the lenders under the 2022 Revolver. The Company was in compliance with these affirmative and negative covenants on June 30, 2024 and December 31, 2023. The 2022 Term Loan Facility and the 2022 Revolver are secured by substantially all of the assets of Olaplex, Inc. and the other guarantors, subject to certain exceptions and thresholds. Interest Rate Cap Transactions The Company’s results are subject to risk from interest rate fluctuations on borrowings under the 2022 Credit Agreement, including the 2022 Term Loan Facility. The Company may, from time to time, utilize interest rate derivatives in an effort to add stability to interest expense and to manage its exposure to interest rate movements. On August 11, 2022, the Company entered into the 2022 Interest Rate Cap with a notional value of $400.0 million in connection with the 2022 Term Loan Facility. The 2022 Interest Rate Cap expired on July 31, 2024. On May 7, 2024, the Company entered into the 2024 Interest Rate Cap with a notional value of $400.0 million (amortizing to $200.0 million, commencing August 29, 2025) in connection with the 2022 Term Loan Facility. The 2024 Interest Rate Cap expires on July 31, 2026. Fair value and the related classification of the Company’s Interest Rate Caps are discussed in “Note 5 - Fair Value Measurement”. During the three and six months ended June 30, 2024, the Company’s Interest Rate Caps generated an unrecognized pre-tax loss of $1.4 million and $1.9 million, respectively, recorded in accumulated other comprehensive income on the Company’s Condensed Consolidated Balance Sheets. During the same periods, the Company also recognized a $1.3 million and $2.7 million reduction, respectively, in interest expense related to the Company’s receipt of funds as a result of an interest rate cap settlement with the Company’s counterparty with respect to the 2022 Interest Rate Cap, partially offset by $0.3 million and $0.6 million, respectively, of interest expense related to amortization of the interest rate cap premiums paid by the Company in connection with the Interest Rate Caps. During the three and six months ended June 30, 2023, the Company’s 2022 Interest Rate Cap generated an unrecognized pre-tax loss of $1.7 million and $1.0 million, respectively, recorded in accumulated other comprehensive income on the Company’s Condensed Consolidated Balance Sheets. During the same periods, the Company also recognized a $0.9 million and $1.5 million reduction, respectively, in interest expense related the Company’s receipt of funds as a result of an interest rate cap settlement with the Company’s counterparty, partially offset by $0.3 million and $0.5 million, respectively, related to amortization of the interest rate cap premium paid by the Company in connection with the 2022 Interest Rate Cap. The Company performed an initial effectiveness assessment on the Interest Rate Caps and determined each to be an effective hedge of the cash flows related to the interest rate payments on the 2022 Term Loan Facility. The hedge is evaluated qualitatively on a quarterly basis for effectiveness. Changes in fair value are recorded in accumulated other comprehensive income and periodic settlements of the Interest Rate Caps will be recorded in interest expense along with the interest on amounts outstanding under the 2022 Term Loan Facility. Payments of the up-front premiums of the Interest Rate Caps are included within other current assets and other assets and liabilities within cash flows from operating activities on the Company’s Condensed Consolidated Statements of Cash Flows. The Company does not hold or issue derivative financial instruments for trading purposes, nor does it hold or issue leveraged derivative instruments. By using derivative financial instruments to hedge exposures to interest rate fluctuations, the Company exposes itself to counterparty credit risk. The Company manages exposure to counterparty credit risk by entering into derivative financial instruments with highly rated institutions that can be expected to fully perform under the terms of the applicable contracts. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
EQUITY | EQUITY During the six months ended June 30, 2024, the Company issued 1,098,285 shares of its common stock, of which 297,945 shares were issued as a result of stock options exercised and 800,340 shares were issued upon vesting of restricted stock units. During the six months ended June 30, 2023, the Company issued 109,620 shares of its common stock upon vesting and settlement of net stock-settled SARs. The Company withheld 83,501 of such shares of its common stock for the net settlement payment of exercise price and taxes related to such SARs, which were accounted for as a share retirement. Additionally, during the six months ended June 30, 2023, the Company issued 4,413,328 shares of its common stock as a result of stock options exercised. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In August 2023, the Company entered into an agreement with Pacvue Corporation, an e-commerce advertising and software company, in which certain investment funds affiliated with Advent International L.P., the holder of a majority of the Company’s common stock (collectively the “Advent Funds”), hold a greater than 10% equity interest. During the three and six months ended June 30, 2024, the Company paid Pacvue Corporation $91 thousand and $263 thousand, respectively. No payments were made to Pacvue Corporation d uring the three and six months ended June 30, 2023. In connection with the Reorganization Transactions, the Company entered into the Tax Receivable Agreement with the Pre-IPO Stockholders. See further discussion in “Note 2 – Summary of Significant Accounting Policies – Tax Receivable Agreement”. During the three and six months ended June 30, 2024 , the Company made a payment of $12.6 million, and during the three and six months ended June 30, 2023, the Company made a payment of $16.6 million to the Pre-IPO Stockholders, as required pursuant to the terms of the Tax Receivable Agreement. |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES From time to time, the Company is subject to various legal actions arising in the ordinary course of business. The Company cannot predict with reasonable assurance the outcome of these legal actions brought against the Company as they are subject to uncertainties. Accordingly, any settlement or resolution in these legal actions may occur and affect the Company’s net income in such period as the settlement or resolution. Pending Legal Proceedings: On November 17, 2022, a putative securities class action was filed against the Company and certain of its current and former officers and directors in the United States District Court for the Central District of California, captioned Lilien v. Olaplex Holdings, Inc. et al. , No. 2:22-cv-08395. A consolidated complaint was filed on April 28, 2023, which names as additional defendants the underwriters for the Company’s IPO and various stockholders that sold shares of common stock of the Company in the IPO. The action is brought on behalf of a putative class of purchasers of the Company’s common stock in or traceable to the Company’s IPO and asserts claims under Sections 11, 12, and 15 of the Securities Act of 1933. The action seeks certification of the putative class, compensatory damages, attorneys’ fees and costs, and any other relief that the court determines is appropriate. The defendants moved to dismiss the consolidated complaint on July 19, 2023. The court held hearings on the defendants’ motions to dismiss on October 16, 2023 and July 1, 2024. A decision has yet to be issued. The underwriter defendants have notified the Company of their intent to seek indemnification from the Company pursuant to the IPO underwriting agreement regarding the claims asserted in this action. The Company intends to vigorously defend the pending lawsuit. On November 15, 2023, a purported derivative action was filed against the Company, Advent International Corporation, and certain of the Company’s current and former officers and directors in the United States District Court for the Central District of California, captioned Ciuffo v. Dagousset, et al ., No. 2:23-cv-09712-SVW-SK. This action is premised on allegations similar to those asserted in the Lilien federal securities litigation. On February 1, 2024, the parties filed a joint stipulation to stay the purported derivative action pending a decision on the motions to dismiss filed in the Lilien federal securities action. On March 22, 2024, a second purported derivative action was filed against the Company, Advent International Corporation, and certain of the Company’s current and former officers and directors in the United States District Court for the Central District of California, captioned Hutchinson v. Advent International Corporation, et al ., No. 2:24-cv-02364. This action is premised on allegations similar to those asserted in the Lilien federal securities litigation and in the Ciuffo federal derivative action. On April 19, 2024, the parties in both purported derivative actions filed a joint stipulation to consolidate the two derivative actions and to stay proceedings in the consolidated case. On February 9, 2023, twenty-eight plaintiffs filed Albahae, et al. v. Olaplex Holdings, Inc., et al., No. 2:23-cv-00982, a complaint alleging personal and economic injury and asserting claims for breach of warranty, negligence/gross negligence, products liability, unjust enrichment, and violations of California False Advertising Law and Unfair Competition Law, against the Company and Cosway Company, Inc., the Company’s primary contract manufacturer, in the United States District Court for the Central District of California. On March 2, 2023, the plaintiffs amended the complaint to include seventy-three additional plaintiffs. The plaintiffs allege that certain ingredients used in some Company products have purportedly caused irritation or posed a hazard to consumers, and that the Company engaged in misrepresentation with respect to those products. The plaintiffs seek actual and consequential damages, punitive damages, restitution in the form of disgorgement of profits, attorneys’ fees and costs, and any other relief that the court determines is appropriate. On April 17, 2023, the Company moved to dismiss and to sever the plaintiffs’ claims. On July 11, 2023, the Court granted the Company’s motion to sever and dismissed all but the first named plaintiff. The Court also dismissed the operative complaint with leave to re-file on the grounds that it now contained allegations that were not relevant to the claims of the one, remaining plaintiff. On July 24, 2023, the remaining plaintiff filed a notice, voluntarily dismissing her claims without prejudice. As of the date of issuance of these Condensed Consolidated Financial Statements, none of the plaintiffs have re-filed their claims. Any potential loss associated with these pending legal proceedings is not probable or reasonably estimable at this time. As of June 30, 2024 and December 31, 2023, the Company was not subject to any other currently pending legal matters or claims that could have a material adverse effect on its financial position, results of operations, or cash flows should such litigation be resolved unfavorably. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE The following is a reconciliation of the numerator and denominator in the basic and diluted net income per common share computations: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income $ 5,779 $ 6,156 $ 13,525 $ 27,120 Denominator: Weighted average common shares outstanding – basic 661,734,667 654,345,056 661,278,793 653,045,245 Dilutive common equivalent shares from common stock equivalents 1,810,591 26,004,105 2,237,906 29,062,487 Weighted average common shares outstanding – diluted 663,545,258 680,349,161 663,516,699 682,107,732 Net income per share: Basic $ 0.01 $ 0.01 $ 0.02 $ 0.04 Diluted $ 0.01 $ 0.01 $ 0.02 $ 0.04 Options to purc hase 10,269,710 and 9,578,809 shares of the Company’s common stock for the three and six months ended June 30, 2024, respectively, and options to purchase 2,965,541 and 1,459,061 shares of the Company’s common stock for the three and six months ended June 30, 2023, respectively, were not included in the computation of diluted net income per share because the exercise prices of these options were greater than the average market price per share of the Company’s common stock for the applicable period, and therefore would have been anti-dilutive. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net income | $ 5,779 | $ 7,746 | $ 6,156 | $ 20,964 | $ 13,525 | $ 27,120 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim Condensed Consolidated Financial Statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes included in the Company’s 2023 Form 10-K. |
Estimates and Assumptions | Estimates and Assumptions Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations, variable consideration, and other obligations such as product returns, allowance for promotions, and refunds; loss contingencies; the fair value of share-based options and stock settled stock appreciation rights (“SARs”); the fair value of and/or potential impairment of goodwill and intangible assets for the Company’s reporting unit; the fair value of the Company’s Interest Rate Caps (as defined below in “Note 5 - Fair Value Measurement”); useful lives of the Company’s tangible and intangible assets; estimated income tax expense and tax payments; future payment obligations under the Tax Receivable Agreement; and the net realizable value of, and demand for the Company’s inventory. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements established a framework for measuring fair value and established a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 —Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. The Company’s Level 1 assets consist of its marketable securities. Level 2 —Observable quoted prices for similar assets or liabilities in active markets and observable quoted prices for identical assets or liabilities in markets that are not active. Level 3 —Unobservable inputs that are not corroborated by market data. Cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are reflected at carrying value, which approximates fair value due to the short-term maturity. The Company’s long-term debt is recorded at its carrying value in the Condensed Consolidated Balance Sheets, which may differ from fair value. The Company’s Interest Rate Caps are recorded at their Level 2 fair values in the Condensed Consolidated Balance Sheets. |
Constructive Retirement of Common Stock Repurchases | Constructive Retirement of Common Stock Repurchases When the Company's common stock is retired or purchased for constructive retirement for net share settlement of stock options, any excess purchase price over par value is allocated between additional paid-in-capital, to the extent that previous net gains from sales or retirements are included therein, and the remainder to retained earnings. |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Reorganization Transactions, the Company entered into the Tax Receivable Agreement under which the Company will be required to pay to the Pre-IPO Stockholders 85% of the federal, state or local tax cash savings that the Company actually realizes on its taxable income following the IPO, as a result of the amortization of intangible assets and capitalized transaction costs that existed as of the date of the IPO. Under the Tax Receivable Agreement, generally the Company will retain the benefit of the remaining 15% of the applicable tax savings. The Tax Receivable Agreement liability is calculated based on current tax laws and the assumption that the Company and its subsidiaries will earn sufficient taxable income to realize the full tax benefits subject to the Tax Receivable Agreement. Updates to the Company’s blended state tax rate, allocation of U.S. versus foreign sourced income and changes in tax rules on the amortization and depreciation of assets may significantly impact the established liability, and changes to that established liability would be recorded to other (expense) income in the period the Company made the determination regarding the applicable change. The Company expects that future payments under the Tax Receivable Agreement relating to the Pre-IPO Tax Assets could aggregate to $185.4 million over the 11-year remaining period under the Tax Receivable Agreement. Payments under the Tax Receivable Agreement, which began in the year ended December 31, 2022, are not conditioned upon the parties’ continued ownership of equity in the Company. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The new guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in annual reports. On April 4, 2024, the SEC determined to voluntarily stay the final rules pending completion of a judicial review of certain legal challenges. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures. |
Reclassifications | Reclassifications Certain amounts presented have been reclassified within the “Condensed Consolidated Statements of Operations and Comprehensive Income” to conform with the current period presentation, including a prior year reclassification from Interest expense, net to Interest income for the three and six months ended June 30, 2023. The reclassifications occurred as a result of an increase in the significance of the current year amount. There was no change to the Condensed Consolidated Balance Sheet, Statements of Operations and Comprehensive Income, and Statements of Cash Flows from the reclassification. |
NET SALES (Tables)
NET SALES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | As such, the Company’s three business channels consist of professional, specialty retail and DTC as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net sales by Channel: Professional $ 33,416 $ 40,940 $ 72,162 $ 89,337 Specialty retail 36,424 29,767 70,856 64,626 DTC 34,103 38,534 59,831 69,065 Total net sales $ 103,943 $ 109,241 $ 202,849 $ 223,028 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net sales by Geography: United States $ 53,751 $ 50,099 $ 102,596 $ 97,761 International 50,192 59,142 100,253 125,267 Total net sales $ 103,943 $ 109,241 $ 202,849 $ 223,028 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 Raw materials $ 25,922 $ 30,306 Finished goods 74,234 65,616 Inventory $ 100,156 $ 95,922 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The Company’s assets measured at fair value on a recurring basis and subject to fair value disclosure requirements at June 30, 2024 and December 31, 2023 were as follows: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets Level 1 Significant Significant Assets: Current Assets 2022 Interest Rate Cap at June 30, 2024 $ 443 $ — $ 443 $ — Other Assets 2024 Interest Rate Cap at June 30, 2024 $ 1,151 $ — $ 1,151 $ — Other Assets 2022 Interest Rate Cap at December 31, 2023 $ 2,391 $ — $ 2,391 $ — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Goodwill and intangible assets are comprised of the following: June 30, 2024 Estimated Gross Carrying Accumulated Net Carrying Amount Brand name 25 years $ 952,000 $ (170,515) $ 781,485 Product formulations 15 years 136,500 (40,632) 95,868 Customer relationships 20 years 53,000 (11,866) 41,134 Software 3-15 years 7,947 (3,008) 4,939 Total finite-lived intangibles 1,149,447 (226,021) 923,426 Goodwill Indefinite 168,300 — 168,300 Total goodwill and other intangibles $ 1,317,747 $ (226,021) $ 1,091,726 December 31, 2023 Estimated Gross Carrying Amount Accumulated Net Carrying Amount Brand name 25 years $ 952,000 $ (151,475) $ 800,525 Product formulations 15 years 136,500 (36,082) 100,418 Customer relationships 20 years 53,000 (10,541) 42,459 Software 3 years 5,660 (1,348) 4,312 Total finite-lived intangibles 1,147,160 (199,446) 947,714 Goodwill Indefinite 168,300 — 168,300 Total goodwill and other intangibles $ 1,315,460 $ (199,446) $ 1,116,014 |
Schedule of Finite-Lived Intangible Assets Amortization Expense | Amortization of the Company’s definite-lived intangible assets for the three and six months ended June 30, 2024 and 2023 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization of patented formulations $ 2,302 $ 1,964 $ 4,489 $ 3,706 Amortization expense, brand name and customer relationships $ 10,183 $ 10,186 $ 20,365 $ 20,368 Amortization expense, software 553 138 1,660 279 Amortization of other intangible assets 10,736 10,324 22,025 20,647 Amortization of patented formulations capitalized to inventory $ (27) $ 303 61 828 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 Accrued professional fees $ 4,590 $ 4,133 Payroll liabilities 4,835 4,639 Accrued freight 2,497 1,229 Accrued advertising 5,620 6,348 Deferred revenue 1,125 1,051 Accrued interest 419 431 Other accrued expenses and current liabilities 3,419 2,745 Accrued expenses and other current liabilities $ 22,505 $ 20,576 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s Long-Term Debt as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 Long-term debt Credit Agreement, dated as of February 23, 2022 (the “2022 Credit Agreement”) $675 Million 7-Year Senior Secured Term Loan Facility (the “2022 Term Loan Facility”) $ 659,812 $ 663,188 $150 Million 5-Year Senior Secured Revolving Credit Facility (the “2022 Revolver”) (1) — — Debt issuance costs (6,695) (7,415) Total term loan debt 653,117 655,773 Less: Current portion (6,750) (6,750) Long-term debt, net of debt issuance costs and current portion $ 646,367 $ 649,023 (1) As of June 30, 2024 and December 31, 2023, the Company did not have outstanding amounts drawn on the 2022 Revolver, including letters of credit and swingline loan sub-facilities. As of June 30, 2024, the Company had $150 million of available borrowing capacity under the 2022 Revolver. |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominator in the basic and diluted net income per common share computations: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income $ 5,779 $ 6,156 $ 13,525 $ 27,120 Denominator: Weighted average common shares outstanding – basic 661,734,667 654,345,056 661,278,793 653,045,245 Dilutive common equivalent shares from common stock equivalents 1,810,591 26,004,105 2,237,906 29,062,487 Weighted average common shares outstanding – diluted 663,545,258 680,349,161 663,516,699 682,107,732 Net income per share: Basic $ 0.01 $ 0.01 $ 0.02 $ 0.04 Diluted $ 0.01 $ 0.01 $ 0.02 $ 0.04 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Oct. 04, 2021 | Jun. 30, 2024 | |
Accounting Policies [Abstract] | ||
Tax receivable agreement, percent of savings for holders | 85% | |
Tax receivable agreement, percent of tax benefits retained by company | 15% | |
Tax receivable agreement | $ 185.4 | |
Related party transaction, term of agreement | 11 years |
NET SALES - Narrative (Details)
NET SALES - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) business_channel | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) business_channel | Jun. 30, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Number of business channels | business_channel | 3 | 3 | ||
Net sales | $ 103,943 | $ 109,241 | $ 202,849 | $ 223,028 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 53,751 | 50,099 | 102,596 | 97,761 |
United States | Geographic Concentration Risk | Revenue Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 2,400 | $ 2,600 | $ 4,100 | $ 4,800 |
NET SALES - Schedule of Disaggr
NET SALES - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 103,943 | $ 109,241 | $ 202,849 | $ 223,028 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 53,751 | 50,099 | 102,596 | 97,761 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 50,192 | 59,142 | 100,253 | 125,267 |
Professional | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 33,416 | 40,940 | 72,162 | 89,337 |
Specialty retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 36,424 | 29,767 | 70,856 | 64,626 |
DTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 34,103 | $ 38,534 | $ 59,831 | $ 69,065 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |||||
Raw materials | $ 25,922 | $ 25,922 | $ 30,306 | ||
Finished goods | 74,234 | 74,234 | 65,616 | ||
Inventory | 100,156 | 100,156 | $ 95,922 | ||
Inventory write-off and disposal | $ 1,600 | $ 3,600 | $ 2,500 | $ 6,200 |
FAIR VALUE MEASUREMENT - Narrat
FAIR VALUE MEASUREMENT - Narrative (Details) - Interest Rate Cap - Designated as Hedging Instrument - USD ($) $ in Millions | May 07, 2024 | Aug. 11, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative, notional amount | $ 400 | $ 400 |
Derivative asset, notional amount | $ 400 |
FAIR VALUE MEASUREMENT - Schedu
FAIR VALUE MEASUREMENT - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Assets: | ||
Derivative Asset Statement Of Financial Position Extensible Enumeration Not Disclosed Flag | 2022 Interest Rate Cap at December 31, 2023 | |
Fair Value, Recurring | 2022 Interest Rate Cap | ||
Assets: | ||
Interest rate cap | $ 443 | |
Fair Value, Recurring | 2024 Interest Rate Cap | ||
Assets: | ||
Interest rate cap | 1,151 | |
Fair Value, Recurring | 2022 Interest Rate Cap-December 2023 | ||
Assets: | ||
Interest rate cap | $ 2,391 | |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets Level 1 | 2022 Interest Rate Cap | ||
Assets: | ||
Interest rate cap | 0 | |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets Level 1 | 2024 Interest Rate Cap | ||
Assets: | ||
Interest rate cap | 0 | |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets Level 1 | 2022 Interest Rate Cap-December 2023 | ||
Assets: | ||
Interest rate cap | 0 | |
Fair Value, Recurring | Significant Other Observable Inputs Level 2 | 2022 Interest Rate Cap | ||
Assets: | ||
Interest rate cap | 443 | |
Fair Value, Recurring | Significant Other Observable Inputs Level 2 | 2024 Interest Rate Cap | ||
Assets: | ||
Interest rate cap | 1,151 | |
Fair Value, Recurring | Significant Other Observable Inputs Level 2 | 2022 Interest Rate Cap-December 2023 | ||
Assets: | ||
Interest rate cap | 2,391 | |
Fair Value, Recurring | Significant Unobservable Inputs Level 3 | 2022 Interest Rate Cap | ||
Assets: | ||
Interest rate cap | 0 | |
Fair Value, Recurring | Significant Unobservable Inputs Level 3 | 2024 Interest Rate Cap | ||
Assets: | ||
Interest rate cap | $ 0 | |
Fair Value, Recurring | Significant Unobservable Inputs Level 3 | 2022 Interest Rate Cap-December 2023 | ||
Assets: | ||
Interest rate cap | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,149,447 | $ 1,147,160 |
Accumulated Amortization | (226,021) | (199,446) |
Net Carrying Amount | 923,426 | 947,714 |
Goodwill | 168,300 | 168,300 |
Gross Carrying Amount | 1,317,747 | 1,315,460 |
Net Carrying Amount | $ 1,091,726 | $ 1,116,014 |
Brand name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 25 years | 25 years |
Gross Carrying Amount | $ 952,000 | $ 952,000 |
Accumulated Amortization | (170,515) | (151,475) |
Net Carrying Amount | $ 781,485 | $ 800,525 |
Product formulations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years | 15 years |
Gross Carrying Amount | $ 136,500 | $ 136,500 |
Accumulated Amortization | (40,632) | (36,082) |
Net Carrying Amount | $ 95,868 | $ 100,418 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 20 years | 20 years |
Gross Carrying Amount | $ 53,000 | $ 53,000 |
Accumulated Amortization | (11,866) | (10,541) |
Net Carrying Amount | 41,134 | $ 42,459 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | |
Gross Carrying Amount | 7,947 | $ 5,660 |
Accumulated Amortization | (3,008) | (1,348) |
Net Carrying Amount | $ 4,939 | $ 4,312 |
Software | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | |
Software | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 2,302 | $ 1,964 | $ 4,489 | $ 3,706 |
Brand Name and Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 10,183 | 10,186 | 20,365 | 20,368 |
Software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 553 | 138 | 1,660 | 279 |
Other Intangible Assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 10,736 | 10,324 | 22,025 | 20,647 |
Product formulations | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of patented formulations capitalized to inventory | $ (27) | $ 303 | $ 61 | $ 828 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 4,590 | $ 4,133 |
Payroll liabilities | 4,835 | 4,639 |
Accrued freight | 2,497 | 1,229 |
Accrued advertising | 5,620 | 6,348 |
Deferred revenue | 1,125 | 1,051 |
Accrued interest | 419 | 431 |
Other accrued expenses and current liabilities | 3,419 | 2,745 |
Accrued expenses and other current liabilities | $ 22,505 | $ 20,576 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Feb. 23, 2022 |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ (6,695,000) | $ (7,415,000) | |
Total term loan debt | 653,117,000 | 655,773,000 | |
Less: Current portion | (6,750,000) | (6,750,000) | |
Long-term debt, net of debt issuance costs and current portion | 646,367,000 | 649,023,000 | |
2022 Credit Facility | Line of Credit | Secured Debt | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 675,000,000 | ||
Long-term debt, term (in years) | 7 years | ||
Long-term debt, gross | 659,812,000 | 663,188,000 | |
2022 Credit Facility | Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 150,000,000 | $ 150,000,000 | |
Long-term debt, term (in years) | 5 years | ||
Long-term debt, gross | $ 0 | $ 0 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
May 07, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Aug. 11, 2022 | |
Debt Instrument [Line Items] | |||||||
Interest expense, debt | $ 8,300 | $ 10,200 | $ 16,600 | $ 20,700 | |||
Long-term debt | 653,117 | 653,117 | $ 655,773 | ||||
Long-term debt, fair value | 633,400 | 633,400 | $ 615,100 | ||||
Interest Rate Cap | Designated as Hedging Instrument | |||||||
Debt Instrument [Line Items] | |||||||
Derivative, notional amount | $ 400,000 | $ 400,000 | |||||
Amortization | $ 200,000 | ||||||
Interest Rate Cap | Significant Other Observable Inputs Level 2 | Designated as Hedging Instrument | |||||||
Debt Instrument [Line Items] | |||||||
Unrealized loss on derivatives | 1,400 | 1,700 | 1,900 | 1,000 | |||
Reduction in interest expense | 1,300 | 900 | 2,700 | 1,500 | |||
Interest expense | $ 300 | $ 300 | $ 600 | $ 500 | |||
2022 Credit Facility | Line of Credit | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, effective percentage | 8.90% | 8.90% | |||||
2022 Credit Facility | Line of Credit | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate, floor | 0.50% | ||||||
2022 Credit Facility | Line of Credit | Secured Debt | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate, floor | 1.50% | ||||||
2022 Credit Facility | Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate, floor | 0% | ||||||
2022 Credit Facility | Line of Credit | Revolving Credit Facility | Euro Interbank Offered Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate, floor | 0% | ||||||
2022 Credit Facility | Line of Credit | Revolving Credit Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate, floor | 1% |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Equity [Line Items] | ||
Options exercised (in shares) | 4,413,328 | |
Options | ||
Equity [Line Items] | ||
Options exercised (in shares) | 297,945 | |
Restricted Stock Units (RSUs) | ||
Equity [Line Items] | ||
Issuance of shares upon exercise of stock options and vesting of restricted stock units (in shares) | 800,340 | |
Stock Appreciation Rights (SARs) | ||
Equity [Line Items] | ||
Exercise of stock-settled stock appreciation rights (in shares) | 109,620 | |
Shares withheld and retired for taxes on exercise of stock settled appreciation rights (in shares) | 83,501 | |
Common Stock | ||
Equity [Line Items] | ||
Issuance of shares upon exercise of stock options and vesting of restricted stock units (in shares) | 1,098,285 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Payments for tax receivable agreement | $ 12,600,000 | $ 16,600,000 | $ 12,600,000 | $ 16,600,000 |
Pacvue | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 91,000 | $ 0 | $ 263,000 | $ 0 |
CONTINGENCIES - Narrative (Deta
CONTINGENCIES - Narrative (Details) - plaintiff | Jul. 11, 2023 | Mar. 02, 2023 | Feb. 09, 2023 |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of plaintiffs | 1 | 73 | 28 |
NET INCOME PER SHARE - Schedule
NET INCOME PER SHARE - Schedule of Computation Basic and Diluted Net Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net income | $ 5,779 | $ 7,746 | $ 6,156 | $ 20,964 | $ 13,525 | $ 27,120 |
Denominator: | ||||||
Weighted average common shares outstanding - basic (in shares) | 661,734,667 | 654,345,056 | 661,278,793 | 653,045,245 | ||
Dilutive common equivalent shares from common stock equivalents (in shares) | 1,810,591 | 26,004,105 | 2,237,906 | 29,062,487 | ||
Weighted average common shares outstanding – diluted (in shares) | 663,545,258 | 680,349,161 | 663,516,699 | 682,107,732 | ||
Net income per share: | ||||||
Basic (in usd per share) | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.04 | ||
Diluted (in usd per share) | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.04 |
NET INCOME PER SHARE - Narrativ
NET INCOME PER SHARE - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 10,269,710 | 2,965,541 | 9,578,809 | 1,459,061 |