UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 2021
THE BEAUTY HEALTH COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-39565 | 85-1908962 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
2165 Spring Street
Long Beach, CA
(Address of principal executive offices)
90806
(Zip Code)
(800) 603-4996
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | SKIN | The Nasdaq Stock Market LLC | ||||||||||||
| Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 | SKINW | The Nasdaq Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
As previously disclosed, The Beauty Health Company (the “Company”) is conducting investor meetings and presenting virtually at the Goldman Sachs Annual Global Healthcare Conference at 3:00 p.m. Eastern time on June 10, 2021. The Company intends to make reference to an investor presentation containing certain information and financial highlights during such conference and at the Jefferies Virtual Consumer Conference at 4:25 p.m. Eastern time on June 22, 2021. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the investor presentation and live webcasts of the presentations are, and an archived replays of the webcasts will be, available on the investor relations section of the Company’s website at https://investors.beautyhealth.com.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of the Exchange Act, or otherwise subject to the liabilities of the Exchange Act of 1934 (the “Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |||||||
99.1* | ||||||||
* Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 10, 2021 | The Beauty Health Company | |||||||
| By: | /s/ Liyuan Woo | |||||||
| Name: | Liyuan Woo | |||||||
| Title: | Chief Financial Officer | |||||||
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• • • • • • • • • • • • • • •
Source: Third party research July 2019; reflects pre-COVID conditions. Note: NPS = Net Promoter Score as of 2019; Other brands listed are top 5 treatment and top 5 skincare brands used by HydraFacial users; N = Number of responses.
• • 1Based on 2019A. Excludes Shipping / Other Revenue and Healthy Scalp. • • •
Direct Distributor
18 $48 $66 $112 $167 $119 '16A '17A '18A '19A '20A '21E $16 $17 $26 $37 $8 $25 '16A '17A '18A '19A '20A '21E 33% 26% 23% 22% 7% 13% $200 Note: Adjusted EBITDA is a non-GAAP financial measure. For a description of Adjusted EBITDA and a reconciliation to net loss, please see the Appendix. Financial information for periods prior to 2018 is based on internal financial reports. • • • • • •
• • • • • • • • • • o o o o o
• • • • • • • • • • • • • • • 1 2 3 4 5 6 7
$ (29.2) $ (1.6) $ (0.3) $ 8.0 $ (14.0) 14.5 13.9 11.5 10.0 3.2 21.3 17.1 10.1 6.6 1.0 (9.3) (1.3) 0.3 (11.4) (2.8) 1.5 1.8 3.2 1.2 14.2 - 4.0 - - - 3.1 - - - - 4.2 1.7 0.4 - 13.4 - 1.4 - - - 1.6 (0.3) 1.0 3.0 0.7 $ 7.7 $ 36.7 $ 26.2 $ 17.4 $ 15.6 6.5 % 22.0 % 23.3 % 26.4 % 32.6 % (4) Such amounts represent direct costs incurred to prepare the Company to be marketed for sale by the Company’s shareholders in previous periods. (5) During 2019, the Company incurred approximately $1.4 million to defend certain patents that were being infringed upon. Fiscal year ended December 31, Unaudited (in millions) 2020 2019 2018 2017 2016 Adjusted EBITDA Net loss Adjusted to exclude the following: Depreciation and amortization expense Interest expense Income tax expense Management fees (1) Facility relocation costs (2) COVID-19 related costs (3) Transaction related costs (4) One-time patent lawsuit cost (5) Other non-recurring and one-time fees (6) Adjusted EBITDA Margin (1) Represents quarterly management fees paid to the majority shareholder of the Company based on a pre-determined formula (including a recapitalization fee of $2.0 million incurred during 2018). Upon consummation of Business Combination, these fees will no longer be paid. Because these fees will not have an ongoing impact, they have been excluded from the calculation of Adjusted EBITDA. (2) Such amounts represent costs associated with the 2019 relocation to a new assembly and warehouse facility that was completed during December 2019. These costs are non- recurring and are directly attributable to the relocation that was finalized in December 2019 and include duplicate rental expense, and the write-off of certain capitalized costs associated with our previous facility. (3) Such costs represent COVID-19 related restructuring costs including write-off of expired consumables, discontinued product lines, human capital and cash management consultant fees in relation to Covid restructuring. (6) Such costs primarily represent personnel costs associated with restructuring of HydraFacial’s salesforce and costs associated with former warehouse and assembly facility during the transition period offset by a legal settlement received in favor of HydraFacial.
