OLAPLEX HOLDINGS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

The following dialogue and evaluation of our monetary situation and outcomes of
operations ought to be learn along side our unaudited interim condensed
consolidated monetary statements and associated notes included elsewhere on this
Quarterly Report on Form 10-Q and with our audited consolidated monetary
statements included within the IPO Prospectus.
Some of the data contained on this dialogue and evaluation, together with
info with respect to our plans and technique for our enterprise, contains
forward-looking statements that contain dangers and uncertainties. Our precise
outcomes could differ materially from administration’s expectations on account of
varied elements. Factors that might trigger or contribute to those variations
embody, however will not be restricted to, these recognized beneath and people mentioned in
the part “Special Note Regarding Forward-Looking Statements” on this
Quarterly Report on Form 10-Q and within the “Risk Factors” part within the IPO
Prospectus.
Company Overview
OLAPLEX is an progressive, science-enabled, technology-driven magnificence firm. We
are based on the precept of delivering efficient, patented and confirmed
efficiency within the classes the place we compete. We try to empower our
customers to look as lovely on the surface as they really feel on the within.
We imagine each particular person deserves to have wholesome, lovely hair, whether or not they
are visiting a salon or caring for his or her hair at house. Our dedication to ship
outcomes which might be seen on first use, coupled with our sturdy sense of
neighborhood throughout each skilled hairstylists and customers, has pushed
large model loyalty. We supply our award-winning merchandise via a worldwide
omni-channel platform serving the skilled, specialty retail, and DTC
channels.
OLAPLEX disrupted and revolutionized the skilled haircare business by
creating the bond constructing class in 2014. We have grown from an preliminary
providing of three merchandise offered completely via the skilled channel to
a broader suite of merchandise strategically developed to deal with three key makes use of:
therapy, upkeep and safety. Our distinctive bond constructing expertise can
restore disulfide bonds in human hair which might be destroyed through chemical, thermal,
mechanical, environmental and getting older processes. Our present product portfolio
includes eleven distinctive, complementary merchandise particularly developed to
present a holistic routine for hair well being. We have strategically expanded our
product line over time to create a weekly self-care routine that our customers
sit up for and depend on each day.
We have developed a distribution technique that leverages the energy of every of
our channels, together with the precise attributes of every channel as described
beneath, and our sturdy digital capabilities that we apply throughout our omni-channel
gross sales platform. Our skilled channel grew 95% from the 9 months ended
September 30, 2020 to the 9 months ended September, 30, 2021, representing
47% of our complete web gross sales for the interval. Our specialty retail channel grew
215% from the 9 months ended September 30, 2020 to the 9 months ended
September 30, 2021, representing 27% of our complete web gross sales for the interval. Our
DTC channel, comprised of OLAPLEX.com and gross sales via third-party e-commerce
platforms, grew 135% from the 9 months ended September 30, 2020 to the 9
months ended September 30, 2021, and represented 26% of our complete web gross sales for
the interval. This channel additionally gives us with the chance to interact
immediately with our customers to assist energy suggestions that drives selections we make
round new product growth.
The energy of our enterprise mannequin and skill to scale have created a
compelling monetary profile characterised by income progress and really sturdy
profitability. Our web gross sales elevated from $189.1 million within the 9 months
ended September 30, 2020 to $431.9 million within the 9 months ended September
30, 2021, representing a 128% improve. Our web revenue elevated from $5.9
million within the 9 months ended September 30, 2020 to $151.5 million within the
9 months ended September 30, 2021, representing a 2,472% improve, and our
adjusted web revenue (see “Non-GAAP Financial Measures”) elevated from $85.1
million within the 9 months ended September 30, 2020, to $204.3 million within the
9 months ended September 30, 2021, representing a 140% improve. We have additionally
skilled strong adjusted EBITDA (see “Non-GAAP Financial Measures”) progress
over the previous 12 months, growing our adjusted EBITDA from $133.5 million within the
9 months ended September 30, 2020, to $298.1 million within the 9 months ended
September 30, 2021, representing a 123% improve, and a lower in our adjusted
EBITDA margins (see “Non-GAAP Financial Measures”) from 71% within the 9 months
ended September 30, 2020, to 69% within the 9 months ended September 30, 2021.
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Key Factors Affecting Our Performance
We imagine that our continued success and progress are depending on a variety of
elements. These elements present each important areas of alternative in addition to
potential challenges that we might want to tackle with a view to maintain the expansion
of our enterprise. We have outlined a few of these elements beneath, in addition to within the
part “Special Note Regarding Forward-Looking Statements” on this Quarterly
Report on Form 10-Q and within the “Risk Factors” part of the IPO Prospectus.
Ability to Grow Our Brand Awareness and Penetration
Our model is integral to the expansion of our enterprise and is important to our
capacity to interact with our neighborhood. Our efficiency will rely on our capacity
to draw new clients and encourage shopper spending throughout our product
portfolio. Despite speedy progress in our model consciousness, we imagine Olaplex nonetheless
solely has aided model consciousness of roughly 45% amongst status haircare
customers, which is decrease than most haircare friends. We imagine consciousness amongst
the broader market is decrease nonetheless. We imagine the core parts of continuous to
develop our consciousness, and thus improve our penetration, are highlighting our
merchandise’ high quality, our continued capacity to drive progressive new haircare
options and our digital first advertising and marketing ways. As we search to enter new
markets, it is going to be vital for us to have the ability to increase our model consciousness
and interact with new customers throughout all of our channels.
Continued Execution of Omni-channel Strategy
Since our founding, the skilled channel has supplied our model with
credibility within the hairstylist neighborhood and with customers, which translated
into significant model fairness and success within the specialty retail and DTC
channel, permitting us to realize deeper shopper insights. These channels broaden
the scope of our model’s consciousness and buyer penetration, which additionally serves
to develop our skilled channel. This synergistic omni-channel technique has
been key to our progress so far, and we count on it’s going to proceed to function a
invaluable device for rising our enterprise. We intend to proceed to search out methods to
deepen our channel integration via our digital platform, engaged social
neighborhood, and vendor relationships with salons and key retailers. Our capacity
to execute this technique will rely on a variety of elements, corresponding to retailers’
and salons’ satisfaction with the gross sales and profitability of our merchandise.
Continued Geographic Expansion Across All Channels
We imagine our capacity to enter new markets throughout all of our channels will
proceed to be a part of our future progress. Since our founding, now we have expanded
into Europe, Asia, Latin America and different markets, with plans to proceed to
improve our presence in all of those markets. As we scale in new markets, we
anticipate that we’ll leverage our current relationships with companions who
function in these markets, in addition to have interaction with new skilled and retail
clients. We imagine our capacity to proceed increasing in new markets can be
powered by our built-in omni-channel efforts to allow a synergistic
relationship between the skilled, specialty retail and DTC channels. Our
capacity to develop our enterprise geographically will rely on a variety of elements,
together with our advertising and marketing efforts and continued buyer satisfaction with the
high quality of our merchandise.
Continued Product Innovation
We anticipate a significant portion of our future progress will come from new
product growth and innovation. We imagine our strong in-house analysis and
growth staff, devoted Olaplex laboratory, unbiased lab testing and
real-world salon testing allows us to proceed to develop significant new
merchandise and positions us to take care of a full new product pipeline for a number of
years into the long run. Though now we have a well-built pipeline for our future
merchandise, we’re relentlessly centered on staying on the forefront of slicing
edge and technologically-enhancing innovation. Our consideration on this space is a
vital part of our progress plan, and thus our efficiency will rely, in
half, on our capacity to proceed to ship new high-performance merchandise.
Impact of COVID-19
The COVID-19 pandemic has impacted our enterprise starting in March 2020. The
diploma to which the COVID-19 pandemic will immediately or not directly impression our
money move, enterprise, monetary situation, outcomes of operations and prospects
will rely on future developments which might be extremely unsure and can’t be
predicted, lots of that are exterior of our management.
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We imagine the COVID-19 pandemic shifted demand from our skilled channel to
our specialty retail and DTC channels, as customers had been unable to deal with their
hair in salons on account of restrictions, corresponding to obligatory lockdowns, that
brought on the closure of lots of our skilled salon companions and customers
turned to buying our merchandise on-line for house therapy. This shift enabled
us to scale our DTC functionality quicker than anticipated. Even as salons in our
skilled channel places have reopened, now we have not seen a decline within the
demand for our merchandise in our DTC channel, nor can we count on to, as COVID-19
restrictions proceed to ease globally.
One impression on our enterprise as a consequence of COVID-19 was the implementation of our
Affiliate Program. We created this program throughout April and May of 2020 to
assist hairstylists throughout salon closures imposed by COVID-19 security measures,
permitting hairstylists to attach with their customers and generate revenue by
promoting Olaplex merchandise for at-home use. As we proceed to observe developments
associated to the COVID-19 pandemic, together with the impacts on our clients,
suppliers and customers, now we have taken and can proceed to take additional
measures.
Components of Our Results of Operations and Trends Affecting Our Business
Net Sales
We develop, market and promote premium haircare merchandise beneath our Olaplex model
via our wholly owned subsidiary, Olaplex, Inc., which is our main
working subsidiary and conducts enterprise beneath the title “Olaplex”. We function
via three buyer channels: skilled, specialty retail, and DTC.
Net gross sales are comprised of the transaction value to clients for product gross sales
much less anticipated allowances, reductions, and allowance for returns. Our progress in
web gross sales is pushed by a variety of tendencies, together with the degrees of shopper
spending, growing consciousness of and demand for our merchandise, and the broader
financial setting. Our largest channel, skilled, contains gross sales via
exterior distributors who promote to skilled hairstylists all through the world
who use our merchandise to deal with their clients’ hair. Net gross sales in our
skilled channel additionally contains merchandise offered to customers to be used at house.
Net gross sales inside this channel have continued to develop with elevated consciousness
and distribution. Our specialty retail channel contains gross sales via nationwide
retail accounts, corresponding to Sephora. Net gross sales on this channel have continued to
develop via elevated distribution throughout new shops inside our current
clients, new buyer relationships, and growing gross sales inside current
shops. We count on to proceed to develop via elevated penetration in
extra shops inside current accounts in addition to the addition of latest retail
clients and shops, each domestically and internationally. The DTC channel
contains direct gross sales to the patron via our web site, olaplex.com, and
gross sales via third-party e-commerce clients who resell our merchandise solely
via on-line platforms.
Cost of Sales
Cost of gross sales displays the mixture prices to obtain our merchandise, together with
the quantities invoiced by our third- social gathering contract producers and suppliers
for completed items, in addition to prices associated to transportation to our
distribution heart, and amortization of our patented formulations. For the 2020
fiscal 12 months, we amortized a one-time non-recurring honest worth step-up adjustment
to stock as a part of buy accounting associated to the Acquisition that’s
recorded in price of gross sales.
Gross Profit and Gross Margin
Gross revenue is our web gross sales much less price of gross sales. Gross margin measures our
gross revenue as a share of web gross sales.
We have a community of home and worldwide third-party producers from
whom we buy completed items. Over the previous a number of years, now we have labored to
evolve our provide chain to extend capability and technical capabilities whereas
sustaining and lowering general prices as a share of gross sales. We intend to
proceed to leverage our innovation and sourcing capabilities to decrease prices and
enhance margin in future intervals.
Operating Expenses
Our working bills encompass promoting, normal and administrative bills,
amortization of name title and buyer relationship intangible belongings and
buy accounting acquisition prices.
Selling, normal and administrative bills embody personnel-related bills,
together with salaries, success funds, fringe advantages and share-based
compensation. Other important working bills embody gross sales and advertising and marketing,
analysis and growth, outbound transport, achievement, info expertise
prices, service provider charges, skilled charges for accounting, auditing, consulting and
authorized providers, and journey and overhead bills.
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In relation to the Acquisition, and included within the working bills, are
amortization of name title and buyer relationship intangible belongings and
non-recurring buy accounting acquisition prices that encompass authorized,
accounting, and banking charges.
In the close to time period, we count on promoting, normal and administrative expense to
improve as we make investments to assist our progress initiatives, together with investments
within the Olaplex model and infrastructure. Additionally, we count on our working
bills will improve in comparison with prior intervals as a result of reporting and
compliance prices related to being a public firm.
Interest (Expense)
Interest expense primarily consists of curiosity incurred on our excellent
indebtedness and amortization of debt issuance prices. See “Financial situation,
liquidity and capital assets” beneath and an outline of our indebtedness in
Note 9 of the unaudited condensed consolidated monetary statements included
elsewhere on this Quarterly Report on Form 10-Q.
Other (Expense) Income, Net
Other (expense) revenue, web primarily displays positive aspects (losses) attributable to
fluctuations of overseas forex change charges, in addition to discount of
diversion revenue that outcomes from penalty funds acquired from distributors
for gross sales in violation of their distribution agreements.
Income Tax Provision
We function as a C-Corporation. The provision for revenue taxes represents U.S.
federal, overseas, state and native revenue taxes. The efficient charge differs from
statutory charges as a result of impact of state and native revenue taxes, tax charges in
overseas jurisdictions and sure everlasting tax changes. The U.S. federal
statutory tax charge was primarily decrease as a result of FDII deduction. This deduction
ends in revenue from the Company’s gross sales to overseas clients being taxed at a
decrease efficient tax charge. Our efficient tax charge will change from quarter to
quarter primarily based on recurring and nonrecurring elements together with, however not restricted
to, the geographical mixture of earnings, enacted tax laws, state and native
revenue taxes, the impression of everlasting tax changes, and the interplay of
varied tax methods.
Net Income
Our web revenue for future intervals can be affected by the assorted elements
described above.
Segments
Operating segments are parts of an enterprise for which separate monetary
info is out there that’s evaluated by the chief working choice maker
in deciding how one can allocate assets and in assessing efficiency. Utilizing
this standards, the Company manages its enterprise on the premise of three working
segments which might be aggregated into one reportable phase given the working
segments have comparable financial traits, courses of customers, merchandise,
manufacturing, distribution strategies, and function in the identical regulatory
environments.
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Results of operations
The following desk units forth our consolidated statements of operations knowledge
for every of the intervals introduced:

Three Months Ended September 30,

2021 2020
(in % of Net (in hundreds) % of Net
hundreds) gross sales gross sales
Net gross sales $ 161,624 100.0 % $ 89,447 100.0 %
Cost of gross sales:
Cost of product (excluding amortization) 32,462 20.1 24,569 27.5
Amortization of patented formulations 1,680 1.0 2,102 2.3
Total price of gross sales 34,142 21.1 26,671 29.8
Gross revenue 127,482 78.9 62,776 70.2
Operating bills:
Selling, normal, and administrative 30,257 18.7 8,215 9.2
Amortization of different intangible belongings 10,182 6.3 10,182 11.4
Acquisition prices – – 488 0.5
Total working bills 40,439 25.0 18,885 21.1
Operating revenue 87,043 53.9 43,891 49.1
Interest (expense) (14,987) (9.3) (9,794) (10.9)
Other (expense) revenue, web (213) (0.1) (29) –
Income earlier than provision for revenue taxes 71,843 44.5 34,068 38.1
Income tax provision 15,252 9.4 5,753 6.4
Net revenue $ 56,591 35.0 $ 28,315 31.7
Comprehensive revenue $ 56,591 35.0 % $ 28,315 31.7 %

Comparison of the Three Months Ended September 30, 2021 to the Three Months
Ended September 30, 2020
Net Sales
We distribute merchandise via skilled salon channels, nationwide and
worldwide retailers, in addition to direct to customers via e-commerce. As
such, our three enterprise channels consist {of professional}, specialty retail and
DTC as follows.
For the Three Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Net gross sales by Channel:
Professional $ 74,978 $ 47,573 $ 27,405 57.6 %
Specialty retail 46,343 20,313 26,030 128.1
DTC 40,303 21,561 18,742 86.9
Total Net gross sales $ 161,624 $ 89,447 $ 72,177 80.7 %

Net gross sales elevated $72.2 million, or 80.7%, to $161.6 million within the three
months ended September 30, 2021, from $89.4 million within the three months ended
September 30, 2020.

Professional web gross sales elevated $27.4 million, or 57.6%, to $75.0 million in
the three months ended September 30, 2021, from $47.6 million within the three
months ended September 30, 2020. Growth for skilled was pushed by quantity
progress from elevated velocity (gross sales per level of distribution) of current
merchandise and the launch of latest merchandise (together with
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No.8 – Bond Intense Moisture Mask, No.4P – Blonde Enhancer Toning Shampoo, the
Professional solely 4-in-1 Moisture Mask).

Specialty retail web gross sales elevated $26.0 million, or 128.1%, to $46.3 million
within the three months ended September 30, 2021, from $20.3 million within the three
months ended September 30, 2020. Growth for specialty retail was pushed by
quantity progress from elevated velocity of current merchandise, the launch of latest
merchandise (together with No.8 – Bond Intense Moisture Mask and No.4P -Blonde Enhancer
Toning Shampoo) and the addition of latest clients.

DTC web gross sales elevated $18.7 million, or 86.9%, to $40.3 million within the three
months ended September 30, 2021, from $21.6 million within the three months ended
September 30, 2020. Growth for DTC was pushed by quantity progress from the
elevated velocity of current merchandise and the launch of latest merchandise
(together with No.8 – Bond Intense Moisture Mask and No.4P -Blonde Enhancer Toning
Shampoo). Olaplex.com additionally noticed sturdy progress on account of elevated visitors
and better common order worth.
Cost of Sales and Gross Profit
For the Three Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Cost of gross sales $ 34,142 $ 26,671 $ 7,471 28.0 %
Gross revenue $ 127,482 $ 62,776 $ 64,706 103.1 %

Our price of gross sales elevated $7.5 million or 28.0% to $34.1 million within the three
months ended September 30, 2021 from $26.7 million within the three months ended
September 30, 2020 as a consequence of a $15.6 million improve pushed by elevated gross sales
quantity, partially offset by a $7.7 million lower on account of the absence
of the one-time honest worth stock adjustment as a result of Acquisition in
January 2020 and a $0.4 million lower within the amortization of our acquired
patented formulations.

Our gross revenue elevated $64.7 million, or 103.1%, to $127.5 million within the
three months ended September 30, 2021 from $62.8 million within the three months
ended September 30, 2020. Our gross revenue margin, as a share of gross sales,
elevated from 70.2% within the three months ended September 30, 2020 to 78.9% in
the three months ended September 30, 2021 on account of the absence of the
one-time honest worth stock adjustment as a result of Acquisition in January 2020.
Our adjusted gross revenue margin (see “Non-GAAP Financial Measures”) decreased
from 81.2% within the three months ended September 30, 2020 to 79.9% within the three
months ended September 30, 2021 due primarily to increased enter prices,
notably for inbound distribution and elevated gross sales of decrease margin
merchandise.
Operating Expenses
For the Three Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Selling, normal, and administrative
bills $ 30,257 $ 8,215 $ 22,042 268.3 %
Amortization of different intangible belongings 10,182 10,182 – –
Acquisition prices – 488 (488) –
Total working bills $ 40,439 $ 18,885 $ 21,554 114.1 %

Our working bills elevated $21.6 million, or 114.1%, from $18.9 million in
the three months ended September 30, 2020 to $40.4 million within the three months
ended September 30, 2021.

Selling, normal and administrative bills elevated by $22.0 million, or
268.3%, from $8.2 million within the three months ended September 30, 2020 to $30.3
million within the three months ended September 30, 2021. In the three months ended
September 2021, there have been will increase of $6.1 million in non-capitalizable IPO
and strategic transition prices, $4.3 million in cash-settled items compensation
expense (see Note 11 to the unaudited condensed consolidated interim monetary
statements), $3.4 million in gross sales and advertising and marketing expense, $2.6 million in
payroll pushed by growth of the workforce, $1.6 million in distribution and
achievement prices associated to the rise in product gross sales quantity, $1.4 million
in share-based compensation expense, and $2.6 million in different promoting, normal
and administrative bills pertaining to normal enterprise progress. We count on
gross sales and advertising and marketing, analysis and growth, payroll, and different promoting,
normal and administrative
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bills to extend sooner or later as we proceed to increase model consciousness,
develop and introduce new merchandise, construct out infrastructure and implement new
advertising and marketing methods.

Amortization of intangible belongings stayed flat. Acquisition prices decreased $0.5
million.
Interest (Expense)
For the Three Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Interest (expense) $ (14,987) $ (9,794) $ (5,193) 53.0 %

Interest expense elevated $5.2 million within the three months ended September 30,
2021 in comparison with the three months ended September 30, 2020. The improve is due
to the Company coming into into the Amendment to the Original Credit Agreement for
extra borrowings on December 18, 2020. See “?Liquidity and Capital
Resources Requirements? Credit Facility”.
Other (Expense) Income, Net
For the Three Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Other (expense) revenue, web $ (213) $ (29) $ (184) 634.5 %

In the three months ended September 30, 2021, web different expense elevated $0.2
million in comparison with the three months ended September 30, 2020, primarily as a consequence of
a $0.21 million improve in overseas forex translation losses offset by a
$0.03 million lower in charitable contributions.
Income Tax Provision
For the Three Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Income tax provision $ 15,252 $ 5,753 $ 9,499 165.1 %

The provision for revenue taxes elevated to $15.3 million, or an efficient tax
charge of 21.2%, for the three months ended September 30, 2021 from $5.8 million,
or an efficient tax charge of 16.9%, for the three months ended September 30,
2020. The improve within the provision for revenue taxes from the comparative prior
three months interval is primarily as a result of improve within the Company’s revenue
earlier than taxes over this era. The Company’s efficient tax charge within the three
months ended September 30, 2020 is decrease than the statutory tax charge of 21%
primarily as a result of profit related to the overseas derived intangible
revenue deduction (“FDII”), which ends up in revenue from the Company’s gross sales to
overseas clients being taxed at a decrease efficient tax charge. The improve within the
efficient tax charge from the comparative prior three months interval is primarily
as a result of unfavorable impression of non-recurring IPO prices that weren’t
deductible for tax functions, which offsets the profit from the FDII deduction
for the three months ended September 30, 2021.
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Comparison of the Nine Months Ended September 30, 2021 to the Nine Months Ended
September 30, 2020

Nine Months Ended September 30,

2021 2020
(in hundreds) % of Net (in hundreds) % of Net
gross sales gross sales
Net gross sales $ 431,867 100.0 % $ 189,055 100.0 %
Cost of gross sales:
Cost of product (excluding amortization) 83,859 19.4 79,236 41.9
Amortization of patented formulations 6,399 1.5 4,567 2.4
Total price of gross sales 90,258 20.9 83,803 44.3
Gross revenue 341,609 79.1 105,252 55.7
Operating bills:
Selling, normal, and administrative 75,323 17.4 23,291 12.3
Amortization of different intangible belongings 30,547 7.1 29,643 15.7
Acquisition prices – – 16,499 8.7
Total working bills 105,870 24.5 69,433 36.7
Operating revenue 235,739 54.6 35,819 18.9
Interest (expense) (46,052) (10.7) (28,577) (15.1)
Other (expense) revenue, web (417) (0.1) (155) (0.1)
Income earlier than provision for revenue taxes 189,270 43.8 7,087 3.7
Income tax provision 37,797 8.8 1,197 0.6
Net revenue $ 151,473 35.1 $ 5,890 3.1
Comprehensive revenue $ 151,473 35.1 % $ 5,890 3.1 %

Net Sales
We distribute merchandise via skilled salon channels, nationwide and
worldwide retailers, in addition to direct to customers via e-commerce. As
such, our three enterprise channels consist {of professional}, specialty retail and
DTC as follows.
For the Nine Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Net gross sales by Channel:
Professional $ 201,855 $ 103,768 $ 98,087 94.5 %
Specialty retail 116,201 36,919 79,282 214.7
DTC 113,811 48,368 65,443 135.3
Total Net gross sales $ 431,867 $ 189,055 $ 242,812 128.4 %

Net gross sales elevated $242.8 million, or 128.4%, to $431.9 million within the 9
months ended September 30, 2021, from $189.1 million within the 9 months ended
September 30, 2020.

Professional web gross sales elevated $98.1 million, or 94.5%, to $201.9 million in
the 9 months ended September, 30, 2021, from $103.8 million within the 9
months ended September 30, 2020. Growth for skilled was pushed by quantity
progress from the elevated velocity of current merchandise, the launch of latest
merchandise (together with No.0 – Intensive Bond Building Hair Treatment, No.8 – Bond
Intense Moisture Mask, Professional solely 4-in-1 Moisture Mask, No.4P- Blonde
Enhancer Toning Shampoo) and the addition of latest clients (primarily within the
worldwide skilled market).

Specialty retail web gross sales elevated $79.3 million, or 214.7%, to $116.2 million
within the 9 months ended September 30, 2021 from $36.9 million within the 9
months ended September 30, 2020. Growth for specialty retail was pushed by
quantity progress from the elevated velocity of current merchandise, the launch of
new merchandise (together with No.0 – Intensive Bond
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Building Hair Treatment, No.8 – Bond Intense Moisture Mask, and No.4P- Blonde
Enhancer Toning Shampoo) and the addition of latest retail clients.

DTC web gross sales elevated $65.4 million, or 135.3%, to $113.8 million within the 9
months ended September 30, 2021 from $48.4 million within the 9 months ended
September 30, 2020. Growth for DTC was pushed by quantity progress from the addition
of latest pure-play e-commerce clients, elevated velocity from current merchandise
and the launch of latest merchandise (together with No.0 – Intensive Bond Building Hair
Treatment, No.8 – Bond Intense Moisture Mask, and No.4P- Blonde Enhancer Toning
Shampoo) Olaplex.com additionally noticed sturdy progress on account of elevated visitors and
increased common order worth.
Cost of Sales and Gross Profit
For the Nine Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Cost of gross sales $ 90,258 $ 83,803 $ 6,455 7.7 %
Gross revenue $ 341,609 $ 105,252 $ 236,357 224.6 %

Our price of gross sales elevated $6.5 million or 7.7% to $90.3 million within the 9
months ended September 30, 2021 from $83.8 million within the 9 months ended
September 30, 2020 as a consequence of a $49.1 million improve pushed by elevated gross sales
quantity and a $1.9 million improve within the amortization of our acquired patented
formulations, partially offset by the absence of a $44.5 million expense as a
results of the one-time honest worth stock adjustment as a result of Acquisition in
January 2020.

Our gross revenue elevated $236.4 million, or 224.6%, to $341.6 million within the
9 months ended September 30, 2021 from $105.3 million within the 9 months
ended September 30, 2020. Our gross revenue margin, as a share of gross sales,
elevated from 55.7% within the 9 months ended September 30, 2020 to 79.1% within the
9 months ended September 30, 2021 on account of the absence of the one-time
honest worth stock adjustment as a result of Acquisition in January 2020. Our
adjusted gross revenue margin (see “Non-GAAP Financial Measures”) decreased from
81.6% within the 9 months ended September 30, 2020 to 80.6% within the 9 months
ended September 30, 2021 due primarily to increased enter prices, notably for
inbound distribution, and elevated gross sales of decrease margin merchandise.
Operating Expenses
For the Nine Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change

Selling, normal, and administrative $ 75,323 $ 23,291
bills
$ 52,032 223.4 %
Amortization of different intangible belongings 30,547 29,643 904 3.0
Acquisition prices – 16,499 (16,499) –
Total working bills $ 105,870 $ 69,433 $ 36,437 52.5 %

Our working bills elevated $36.4 million, or 52.5%, from $69.4 million in
the 9 months ended September 30, 2020 to $105.9 million within the 9 months
ended September 30, 2021.

Selling, normal and administrative bills elevated by $52.0 million, or
223.4%, from $23.3 million within the 9 months ended September 30, 2020 to $75.3
million within the 9 months ended September 30, 2021. In 2021, there have been
will increase of $8.4 million in non-capitalizable IPO and strategic transition
prices, $7.0 million in gross sales and advertising and marketing expense, $6.0 million in payroll
pushed by growth of our workforce, $5.2 million in distribution and
achievement prices associated to the rise in product gross sales quantity, $4.4 million
in cash-settled items compensation expense (see Note 11 to the unaudited
condensed consolidated interim monetary statements), $2.2 million in
share-based compensation expense and $4.5 million in different promoting, normal and
administrative bills pertaining to normal enterprise progress. Also included in
promoting, normal and administrative prices for the 9 months ended September
30, 2021, had been prices incurred associated to the LIQWD Matters of $14.3 million (see
Note 14 to the unaudited condensed consolidated interim monetary statements
included elsewhere on this Quarterly Report on Form 10-Q). We count on gross sales and
advertising and marketing, analysis and growth, payroll, and different promoting, normal and
administrative bills to extend sooner or later as we proceed to increase model
consciousness, develop and introduce new merchandise, construct out infrastructure and
implement new advertising and marketing methods.
34
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Amortization of intangible belongings elevated $0.9 million or 3.0%. Acquisition
prices decreased $16.5 million as a result of Acquisition (see Note 1 to the
unaudited condensed consolidated interim monetary statements) occurring in
2020.
Interest (Expense)
For the Nine Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Interest (expense) $ (46,052) $ (28,577) $ (17,475) 61.2 %

Interest expense elevated $17.5 million within the 9 months ended September 30,
2021 in comparison with the 9 months ended September 30, 2020. The improve is due
to the Company coming into into the Amendment to the Original Credit Agreement for
extra borrowings on December 18, 2020. See “?Liquidity and Capital
Resources Requirements? Credit Facility”.
Other (Expense) Income, Net
For the Nine Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Other (expense) revenue, web $ (417) $ (155) $ (262) 169.0 %

In the 9 months ended September 30, 2021, web different expense elevated $0.26
million in comparison with the 9 months ended September 30, 2020, primarily as a consequence of a
$0.32 million improve in overseas forex translation losses offset by a $0.06
million lower in charitable contributions.
Income Tax Provision
For the Nine Months Ended
(in hundreds) September 30,
2021 2020 $ Change % Change
Income tax provision $ 37,797 $ 1,197 $ 36,600 3,057.6 %

The provision for revenue taxes elevated to $37.8 million, or an efficient tax
charge of 20.0%, for the 9 months ended September 30, 2021 from $1.2 million,
or an efficient tax charge of 16.9%, for the 9 months ended September 30, 2020.
The improve within the provision for revenue taxes is primarily as a result of improve
within the Company’s revenue earlier than taxes over this era. The Company’s efficient
tax charge in each intervals is decrease than the statutory tax charge of 21% primarily
as a result of profit related to the FDII, which ends up in revenue from the
Company’s gross sales to overseas clients being taxed at a decrease efficient tax charge.
The improve within the efficient tax charge from the comparative prior 9 months
interval is primarily due the unfavorable impression of non-recurring IPO prices that
weren’t deductible for tax functions.
Non-GAAP Financial Measures
We put together and current our consolidated monetary statements in accordance with
GAAP. However, administration believes that adjusted EBITDA, adjusted EBITDA margin,
adjusted gross revenue, adjusted gross revenue margin, adjusted web revenue and
adjusted web revenue per share, that are non-GAAP monetary measures, present
buyers with extra helpful info in evaluating our efficiency.
Adjusted EBITDA, adjusted EBITDA margin, adjusted gross revenue, adjusted gross
revenue margin, adjusted web revenue and adjusted web revenue per share are
monetary measures that aren’t required by or introduced in accordance with U.S.
GAAP. We imagine that adjusted EBITDA, adjusted EBITDA margin, adjusted gross
revenue, adjusted gross revenue margin, adjusted web revenue and adjusted web
revenue per share, when taken along with our monetary outcomes introduced in
accordance with U.S. GAAP, present significant supplemental info relating to
our working efficiency and facilitates inner comparisons of our historic
working efficiency on a extra constant foundation by excluding sure gadgets that
will not be indicative of our enterprise, outcomes of operations or outlook. In
specific, we imagine that the usage of these non-GAAP measures is useful to our
buyers as they’re measures utilized by administration in assessing the well being of our
enterprise,
35
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figuring out incentive compensation and evaluating our working efficiency, as
effectively as for inner planning and forecasting functions.
We calculate adjusted EBITDA as web revenue, adjusted to exclude: (1) curiosity
expense (revenue), web; (2) revenue tax provision; (3) depreciation and
amortization; (4) share-based compensation expense; (5) honest worth stock
step-up adjustment amortization;(6) Acquisition prices and financing charges; (7)
prices incurred for LIQWD Matters; (8) non-capitalizable IPO and strategic
transition prices; and (9) as relevant tax receivable settlement legal responsibility
changes. We calculate adjusted EBITDA margin by dividing adjusted EBITDA by
web gross sales.
We calculate adjusted gross revenue as gross revenue, adjusted to exclude: (1)
honest worth stock step-up adjustment amortization and (2) amortization of
patented formulations pertaining to the Acquisition. We calculate adjusted gross
revenue margin by dividing adjusted gross revenue by web gross sales.
We calculate adjusted web revenue as web revenue, adjusted to exclude: (1)
amortization of intangible belongings; (2) share-based compensation expense; (3)
honest worth stock step-up adjustment amortization; (4) Acquisition prices and
financing charges;(5) prices incurred for LIQWD Matters; (6) non-capitalizable IPO
and strategic transition prices; (7) as relevant, tax receivable settlement
legal responsibility changes and (8) the tax impact of non-GAAP changes. Adjusted
web revenue per share is outlined as adjusted web revenue per share utilizing the
weighted common primary and diluted shares excellent.
Adjusted EBITDA, adjusted EBITDA margin, adjusted gross revenue, adjusted gross
revenue margin, adjusted web revenue and adjusted web revenue per share are
introduced for supplemental informational functions solely, which have limitations
as an analytical device and shouldn’t be thought-about in isolation or as a
substitute for monetary info introduced in accordance with U.S. GAAP.
Some of the constraints of those non-GAAP measures embody that they (1) don’t
replicate capital commitments to be paid sooner or later, (2) don’t replicate that,
though amortization is a non-cash cost, the underlying belongings could should be
changed and non-GAAP measures don’t replicate these capital expenditures and
intangible asset amortization that contributes to income recognition will recur
in future intervals till totally amortized, (3) don’t take into account the impression of
share-based compensation expense, (4) don’t replicate different non-operating
bills, together with, within the case of adjusted EBITDA and adjusted EBITDA margin,
curiosity expense, (5) within the case of adjusted EBITDA and adjusted EBITDA margin,
don’t replicate tax funds that will characterize a discount in money accessible to
us and (6) don’t embody sure non-ordinary money bills that we don’t
imagine are consultant of our enterprise on a steady-state foundation. In addition,
our use of non-GAAP measures will not be similar to equally titled measures
of different corporations as a result of they might not calculate adjusted EBITDA, adjusted
EBITDA margin, adjusted gross revenue, adjusted gross revenue margin, adjusted web
revenue, and adjusted web revenue per share in the identical method, limiting its
usefulness as a comparative measure. Because of those limitations, when
evaluating our efficiency, it is best to take into account these non-GAAP measures
alongside different monetary measures, together with our gross revenue, gross revenue
margin, web revenue, web revenue per share and different outcomes acknowledged in accordance
with U.S. GAAP.
The following tables current a reconciliation of web revenue and gross revenue, as
essentially the most immediately comparable monetary measure acknowledged in accordance with U.S.
GAAP, to adjusted EBITDA, adjusted EBITDA margin, adjusted gross revenue,
adjusted gross revenue margin, adjusted web revenue and adjusted web revenue per
share for every of the intervals introduced.
36
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For the Three Months Ended For the Nine Months Ended
September 30, September 30,
(in hundreds) 2021 2020 2021 2020
Reconciliation of Net Income to Adjusted
EBITDA
Net revenue $ 56,591 $ 28,315 $ 151,473 $ 5,890
Interest expense 14,987 9,794 46,052 28,577
Income tax provision 15,252 5,753 37,797 1,197
Depreciation and amortization of intangible
belongings 11,949 12,284 37,033 34,210
Acquisition transaction prices and financing
charges (1) – 1,015 – 18,122
Costs incurred for LIQWD Matters (2) – – 14,250 –
Inventory honest worth adjustment (3) – 7,744 – 44,519
Share-based compensation 1,945 516 3,119 937
Non-capitalizable IPO and strategic
transition prices (4) 6,118 – 8,382 –
Adjusted EBITDA $ 106,842 $ 65,421 $ 298,106 $ 133,452
Adjusted EBITDA margin 66.1 % 73.1 % 69.0 % 70.6 %

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
(in hundreds) 2021 2020 2021 2020
Reconciliation of Gross Profit to Adjusted
Gross Profit
Gross revenue $ 127,482 $ 62,776 $ 341,609 $ 105,252
Inventory honest worth adjustment (3) – 7,744 – 44,519
Amortization of patented formulations 1,680 2,102 6,399 4,567
Adjusted gross revenue $ 129,162 $ 72,622 $ 348,008 $ 154,338
Adjusted gross revenue margin 79.9 % 81.2 % 80.6 % 81.6 %

For the Three Months For the Nine Months
Ended September 30, Ended September 30,
(in hundreds) 2021 2020 2021 2020
Reconciliation of Net Income to Adjusted Net
Income
Net revenue $ 56,591 $ 28,315 $ 151,473 $ 5,890
Amortization of intangible belongings 11,862 12,284 36,946 34,210
Acquisition transaction prices and financing
charges (1) – 1,015 – 18,122
Costs incurred for LIQWD Matters (2) – – 14,250 –
Inventory honest worth adjustment (3) – 7,744 – 44,519
Share-based compensation 1,945 516 3,119 937
Non-capitalizable IPO and strategic
transition prices (4) 6,118 – 8,382 –
Tax impact of changes (5) (2,082) (4,094) (9,913) (18,570)
Adjusted web revenue $ 74,434 $ 45,780 $ 204,257 $ 85,108
Adjusted web revenue per share:
Basic $ 0.11 $ 0.07 $ 0.32 $ 0.13
Diluted $ 0.11 $ 0.07 $ 0.30 $ 0.13

(1)Includes acquisition prices associated to the Acquisition of the Olaplex enterprise
and dividend financing prices.
(2)Includes prices incurred associated to the decision of the LIQWD Matters of
$14.3 million as mentioned in Note 14 to the unaudited condensed consolidated
interim monetary statements included elsewhere on this Quarterly Report on Form
10-Q.
(3)Includes the non-cash, non-recurring honest worth stock step-up adjustment
amortization as a part of the acquisition accounting on the Acquisition Date,
using the comparative gross sales methodology in accordance with ASC 820-10-55-21.
37
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(4)Represents non-capitalizable skilled charges and government severance
incurred in reference to the IPO and the Company’s public firm transition.
(5)The tax impact of non-GAAP changes is calculated by making use of the
relevant statutory tax charge by jurisdiction to the non-GAAP changes listed
above, taking into account the estimated complete tax impression of the
changes.
Financial Condition, Liquidity and Capital Resources
Overview
Our main recurring supply of money is the gathering of proceeds from the sale
of our merchandise to our clients, together with money periodically collected in
advance of supply or efficiency.
Our main use of money is for working capital and cost of our working
prices, which consist primarily of employee-related bills, corresponding to
compensation and advantages, in addition to normal working bills for advertising and marketing,
achievement prices of buyer orders, overhead prices, capital expenditures, and
debt servicing. We additionally make the most of money for strategic investments. Fluctuations in
working capital are primarily attributable to buyer demand of our product, timing
of when a retailer rearranges or restocks our merchandise, growth of area
inside our current retailer base, growth into new retail shops and
fluctuation in warehouse and distribution prices. Capital expenditures usually
fluctuate and are presently restricted, and future capital expenditure necessities
rely on strategic initiatives chosen for the fiscal 12 months, together with
investments in infrastructure, growth into new nationwide retailers and
growth of our buyer base.
A substantial portion of our working revenue is earned exterior the United
States; nonetheless, we wouldn’t have financial institution time deposits held exterior of the United
States
As of September 30, 2021, we had $121.5 million of money and money equivalents. In
addition, as of September 30, 2021, we had borrowing capability of $51.0 million
beneath our Revolver, offering us with a liquidity place of $172.5 million
plus $71.2 million of working capital excluding money and money equivalents for a
mixed $243.7 million liquidity place.
Although there isn’t any present want, we primarily look at our choices with respect
to phrases and sources of current and future short-term and long-term capital
assets to take care of monetary flexibility and should once in a while elect to
increase capital via the issuance of extra fairness or the incurrence of
extra debt.
Cash Flows
The following desk summarizes our money flows for the intervals introduced:
For the Nine Months Ended September
30,
(in hundreds) 2021 2020
Net money supplied by (utilized in):
Operating actions $ 130,325 $ 84,509
Investing actions (5,359) (1,381,640)
Financing actions (14,451) 1,418,716
Net improve in money $ 110,515 $ 121,585

Operating Activities
For the 9 months ended September 30, 2021, web money supplied by working
actions was $130.3 million. This included web revenue of $151.5 million, plus
$37.0 million in amortization of patents and different intangibles, $2.1 million in
amortization of debt issuance prices, $3.9 million in deferred taxes, and $3.1
million in share-based compensation. Additionally, there was a $67.3 million
improve in working capital excluding money throughout the interval. The improve in
web working capital was largely pushed by a $85.8 million improve in accounts
receivable, stock, and different present belongings for buyer deposits and
prepaids, offset partly by a rise of $18.5 million in accounts payable,
accrued bills and different present liabilities attributable to elevated stock and
different purchases.
For the 9 months ended September 30, 2020, web money supplied by working
actions was $84.5 million. This included web revenue of $5.9 million, plus
$34.2 million in amortization of patents and different intangibles, $44.5 million
for honest worth
38
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of acquired stock, $1.3 million in amortization of debt issuance prices, $0.9
million in share-based compensation expense offset partly by a $3.3 million
improve in deferred tax belongings. Additionally, there was a $1.0 million lower
in working capital excluding money throughout the interval. The lower in web working
capital was largely pushed by a $18.5 million improve in accounts receivable,
stock, and different present belongings for buyer deposits and prepaids, offset
partly by a rise of $19.5 million in accounts payable, accrued bills and
different present liabilities attributable to elevated gross sales.
Investing Activities
For the 9 months ended September 30, 2021, web money utilized in investing
exercise was $5.4 million. This was as a consequence of $4.5 million in buy of
investments and $0.9 million in buy of property and tools.
For the 9 months ended September 30, 2020 web money utilized in investing exercise
was $1,381.6 million. This was as a result of web money outflow associated to the
Acquisition in January 2020.
Financing Activities
For the 9 months ended September 30, 2021, web money utilized in financing
actions was $14.5 million. This was primarily pushed by $15.1 million of
principal funds on time period debt, offset by $0.6 million of money proceeds
acquired from the issuance of frequent shares.
For the 9 months ended September 30, 2020, web money supplied by financing
actions was $1,418.7 million. This was primarily pushed by $959.9 million
from the issuance of frequent shares in reference to the Acquisition in January
2020 and extra issuance of shares in May 2020.
In reference to the Acquisition, on the Acquisition Date, we acquired money
proceeds of $450.0 million from the issuance by Olaplex, Inc. of the Term Loan
pursuant to the Original Credit Agreement and an extra $25.0 million from
the Revolver. This was offset by $10.5 million of debt issuance prices and $5.6
million in principal funds associated to the Original Credit Agreement.
Liquidity and Capital Resources Requirements
Based on previous efficiency and present expectations, we imagine that our money,
money equivalents and money generated from operations and attracts on our Revolver
can be ample to satisfy anticipated working prices, required funds of
principal and curiosity, working capital wants, peculiar course capital
expenditures, and different commitments for no less than the following 12 months.
If needed, we could borrow funds beneath our Revolver to finance our liquidity
necessities, topic to customary borrowing situations. To the extent
extra funds are needed to satisfy our long-term liquidity wants as we
proceed to execute our enterprise technique, we anticipate that they are going to be
obtained via the incurrence of extra indebtedness, fairness financings or
a mix of those potential sources of funds; nonetheless, such financing could
not be accessible on favorable phrases, or in any respect. Our capacity to satisfy our
working, investing and financing wants relies upon, to a major extent, on
our future monetary efficiency, which can be topic partly to normal
financial, aggressive, monetary, regulatory and different elements which might be past
our management, together with these described elsewhere in “Risk Factors” within the IPO
Prospectus. In addition to those normal financial and business elements, the
principal elements in figuring out whether or not our money flows can be ample to
meet our liquidity necessities can be our capacity to proceed offering
progressive merchandise to our clients and customers and handle manufacturing and our
provide chain.
Credit Facility
On January 8, 2020, Olaplex, Inc. entered into the Original Credit Agreement
consisting of a $450 million time period mortgage and a $50 million revolving facility,
which features a $10 million letter of credit score sub-facility and a $5 million
swingline mortgage facility. In addition, on December 18, 2020 Olaplex, Inc. entered
into the Amendment to the Original Credit Agreement to extend the Term Loan
Facility by $350 million and improve the Revolver capability by $1 million to a
revised $800 million Term Loan and $51 million Revolver facility. The unused
steadiness of the Revolver as of September 30, 2021 and December 31, 2020 was $51
million, respectively.
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The Term Loan maturity date is January 8, 2026 and the loans made beneath the Term
Loan Facility are secured by considerably all of our belongings. Installment
funds on the Term Loan are required to be made in quarterly installments of
$5,028,000, with the remaining steadiness due upon maturity. The Term Loan could be
pay as you go at any time topic to a 2% or 1% penalty provision (with sure
exceptions) if paid previous to July 8, 2021 and July 8, 2022, respectively, and is
topic to obligatory prepayments with respect to (i) extra money move, which is
outlined as adjusted EBITDA much less sure customary deductions, topic to sure
threshold quantities of extra money move throughout the related interval and share
reductions of the prepayment quantity upon the attainment of sure consolidated
first lien web leverage ratio ranges, (ii) sure non-ordinary course asset
inclinations that lead to web proceeds in extra of $2.5 million throughout the
related measurement interval, except reinvested in accordance with the phrases of
the Credit Agreement inside twelve months (with an extra 180 days to
reinvest, if dedicated inside 12 months) of receipt of such proceeds, or (iii)
issuance of extra non permitted debt or sure refinancing debt.
Both the Revolver and the Term Loan bear curiosity, at Olaplex, Inc.’s possibility, at
both a charge each year equal to (i) an adjusted LIBOR decided by reference
to the price of funds for U.S. greenback deposits (or another relevant forex
accessible beneath the Credit Agreement), as adjusted for statutory reserve
necessities for the relevant curiosity interval (with a 1.00% ground), plus an
relevant margin starting from 6.25% to six.50% primarily based on our consolidated first
lien web leverage ratio or (ii) a base charge decided by reference to the
highest of (x) the federal funds efficient charge plus 0.5%, (y) the one-month
LIBO charge plus 1.0% and (z) the prime charge, plus an relevant margin ranging
from 5.25% to five.50% primarily based on our consolidated first lien web leverage ratio. The
rate of interest on each excellent quantities beneath the Revolver and the excellent
Term Loan was 7.5% each year as of September 30, 2021 and December 31, 2020,
respectively. The Revolver matures on January 8, 2025.
We incurred prices immediately associated to the Credit Facilities of $15.6 million,
consisting primarily of lender charges of $13.5 million and third-party charges of
$2.1 million throughout 2020. These charges, which had been allotted between the Revolver
and the Term Loan Facility and are recorded as a discount of the carrying
quantity of non-current debt.
The Credit Facilities comprise a variety of covenants that, amongst different issues,
prohibit our capacity to (topic to sure exceptions) pay dividends and
distributions or repurchase our capital inventory, incur extra indebtedness,
create liens on belongings, have interaction in mergers or consolidations and promote or
in any other case get rid of belongings. The Credit Facilities additionally embody reporting,
monetary and upkeep covenants that require us to, amongst different issues,
adjust to sure consolidated secured web leverage ratios. As of September
30, 2021 and December 31, 2020, we had been in compliance with our monetary
upkeep covenant.
Tax Receivable Agreement Obligations
Although the precise quantity and timing of any funds beneath the Tax Receivable
Agreement will fluctuate relying upon a variety of elements together with the quantity,
character and timing of the Company’s and its subsidiaries’ taxable revenue in
the long run and the tax charges then relevant to us and our subsidiaries, we
count on the funds that can be required to be made beneath the Tax Receivable
Agreement can be substantial and to be funded out of working capital. See Note
10 to the unaudited condensed consolidated monetary statements included
elsewhere on this Quarterly Report on Form 10-Q.
Contractual Obligations and Commitments
The following desk summarizes our materials money necessities from recognized
contractual and different obligations as of September 30, 2021 (in hundreds):
Total Less Than 1-3
Years 3-5 Years More Than

One Year Five Years

Term Loan Facility debt (1) $ 774,263 $ 20,112 $ 40,224 $ 713,927 $

Interest on Term Loan Facility debt 241,615 58,300 112,288 71,027

(2)

Related social gathering payable pursuant to 232,893 – 21,971 35,154 175,768
the tax receivable settlement (3)
Total contractual obligations (4) $ 1,248,771 $ 78,412 $ 174,483 $ 820,108 $ 175,768

(1)Long-term debt funds embody scheduled principal funds solely.

40
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(2)The Term Loan Facility is topic to variable rates of interest. The weighted
common rate of interest of borrowings beneath the Term Loan Facility was 7.5% throughout
the 9 months ended September 30, 2021. Assumes annual rate of interest of seven.5%
on Term Loan Facility over the time period of the mortgage.
(3)Represents 85% of the estimated money financial savings in U.S. federal, state or native
that the Company realizes in its taxable revenue on account of sure current
tax attributes as per the tax receivable settlement. The Company has not
thought-about financing prices which may be incurred with respect to when tax
receivable funds are due from the Company’s tax submitting dates (with no
extensions) to the precise submitting of tax returns beneath extension. See Note 10 to
the unaudited condensed consolidated interim monetary statements included
elsewhere on this Quarterly Report on Form 10-Q.
(4)Does not replicate any borrowings beneath the Revolver. As of September 30, 2021,
we had no excellent borrowings beneath the Revolver. We are required to pay a
dedication payment of 0.50% each year on unused commitments beneath the Revolver.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
Our unaudited interim condensed consolidated monetary statements have been
ready in accordance with U.S. GAAP, which requires us to make estimates and
assumptions that have an effect on reported quantities. The estimates and assumptions are
primarily based on historic expertise and on different elements that we imagine to be
cheap. Actual outcomes could differ from these estimates. We overview these
estimates on a periodic foundation to make sure reasonableness. Although precise quantities
could differ from such estimated quantities, we imagine such variations will not be
more likely to be materials. For extra element relating to our vital accounting
insurance policies together with income recognition, stock, enterprise mixtures,
valuation of goodwill and long-lived belongings and definite-lived intangible
belongings, share primarily based compensation and revenue taxes, see our dialogue for the
12 months ended December 31, 2020 and along side the unaudited condensed
consolidated monetary statements for the June 30, 2021 interval ended and notes
included within the IPO Prospectus. There have been no materials adjustments to those
insurance policies as of September 30, 2021.
New Accounting Pronouncements
See Note 2 to our unaudited condensed consolidated monetary statements included
elsewhere on this Quarterly Report on Form 10-Q for info relating to new
accounting pronouncements.
JOBS Act Accounting Election
Section 107(b) of the JOBS Act gives that an rising progress firm can take
benefit of an prolonged transition interval for complying with new or revised
accounting requirements. Thus, an rising progress firm can delay the adoption of
sure accounting requirements till these requirements would in any other case apply to
non-public corporations. We have elected to reap the benefits of the prolonged transition
interval to adjust to new or revised accounting requirements and to undertake sure
of the decreased disclosure necessities accessible to rising progress corporations.
As a results of the accounting requirements election, we won’t be topic to the
identical implementation timing for brand new or revised accounting requirements as different
public corporations that aren’t rising progress corporations which can make
comparability of our financials to these of different public corporations harder.
41

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