skin-20240312
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2024
 
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 Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
 



Item 2.02. Results of Operations and Financial Condition.

On March 12, 2024, The Beauty Health Company (the “Company”) issued a press release and will hold a conference call regarding its financial results for its fiscal quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and on the Company’s investor relations website (https://investors.beautyhealth.com/) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: March 12, 2024
The Beauty Health Company
By:/s/ Michael Monahan
Name:Michael Monahan
Title:Chief Financial Officer

Document
Exhibit 99.1
BeautyHealth Reports Full Year and Fourth Quarter 2023 Financial Results

Delivers net sales of $398 million for the full year and $96.8 million for the fourth quarter driven by growth across international markets

Long Beach, Calif., March 12, 2024 The Beauty Health Company (NASDAQ: SKIN) (“BeautyHealth”), home to flagship brand Hydrafacial, today announced financial results for the full year and fourth quarter ended December 31, 2023. Full year net sales of $398.0 million increased 8.8% relative to 2022, with fourth quarter net sales of $96.8 million decreasing (1.3)% year-over-year. Fourth quarter results reflect lower equipment sales in the Americas, substantially offset by steady growth in Americas consumables net sales and strong device placement in Asia-Pacific.

"To close 2023, we delivered fourth quarter financial results consistent with the expectations we outlined on our last earnings call,” said BeautyHealth Chief Executive Officer Marla Beck. “While the results reflect a necessary operational reset, the underlying strength of our business remains—a clinically proven treatment, passionate provider community, unique partner portfolio, beloved consumer brand, and growing addressable market. I am confident in the still-untapped global opportunity for BeautyHealth.”

Key Operational and Business Metrics
Three Months Ended December 31,Year Ended December 31,
Unaudited ($ in millions) (2)
2023
2022(1)
2023
2022(1)
Delivery Systems net sales$44.6 $50.7 $206.6 $206.2 
Consumables net sales52.2 47.4 191.4 159.6 
Total net sales
$96.8 $98.1 $398.0 $365.9 
Gross profit
$45.7 $66.5 $155.1 $248.8 
Gross margin47.2 %67.8 %39.0 %68.0 %
Adjusted gross profit(3)
$52.8 $72.2 $249.8 $265.6 
Adjusted gross margin(3)
54.6 %73.6 %62.8 %72.6 %
Net (loss) income
$(9.4)$6.5 $(100.1)$44.2 
Adjusted EBITDA(3)
$3.4 $17.6 $24.3 $46.1 
Adjusted EBITDA margin(3)
3.5 %17.9 %6.1 %12.6 %

Three Months Ended December 31,Year Ended December 31,
Unaudited
2023202220232022
New delivery systems sold1,210 1,882 7,013 6,699 
Trade-up delivery systems sold341 185 1,274 1,793 
Total delivery systems sold
1,551 2,067 8,287 8,492 
Active install base31,446 25,336 31,446 25,336 
__________________________
(1)    Reflects the impact of immaterial revisions to the financial statements.
(2) Amounts may not sum due to rounding.
(3) See "Non-GAAP Financial Measures" below.

Fourth Quarter Financial Highlights
Net sales were $96.8 million for the fourth quarter of 2023, a decrease of (1.3)% compared to the prior year period, with challenges in the Americas largely offset by growth in APAC and EMEA.
Gross margin was 47.2% in Q4 2023 compared to 67.8% in Q4 2022. Adjusted gross margin was 54.6% in Q4 2023 compared to 73.6% in Q4 2022. Gross margin and adjusted gross margin were adversely impacted by higher inventory related charges and higher product and warranty costs.
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Net loss was $(9.4) million in Q4 2023 compared to net income of $6.5 million in Q4 2022. The change compared to the prior year was primarily due to gross margin pressures.
Adjusted EBITDA was $3.4 million in Q4 2023 compared to adjusted EBITDA of $17.6 million in Q4 2022, primarily due to gross margin pressures.
The Company placed 1,551 delivery systems during the quarter compared to 2,067 in the prior year period; challenges in the Americas and EMEA were partially offset by growth in APAC.

Full Year Financial Highlights
Net sales were $398.0 million for 2023, an increase of 8.8% compared to the prior year period due to growth in APAC and EMEA.
Gross margin was 39.0% in 2023 compared to 68.0% in 2022. Gross margin was adversely impacted by a $65.2 million of inventory write-downs and charges associated with the Syndeo Program, higher inventory related charges, and higher product costs. Adjusted gross margin was 62.8% in 2023 compared to 72.6% in 2022, due to the aforementioned factors, excluding the Syndeo Program.
Net loss was $(100.1) million in 2023 compared to net income of $44.2 million in 2022. The change compared to the prior year was primarily due to gross margin pressures and the $78.3 million benefit from the change in fair value of warrant liabilities in the prior year.
Adjusted EBITDA was $24.3 million in 2023 compared to adjusted EBITDA of $46.1 million in 2022, primarily due to gross margin pressures.
The Company placed 8,287 delivery systems in 2023 compared to 8,492 in the prior year, primarily due to challenges in the Americas nearly offset by strength across APAC and EMEA.

Balance Sheet and Cash Flow Highlights
Cash and cash equivalents were approximately $523.0 million as of December 31, 2023 compared to approximately $568.2 million as of December 31, 2022. The change was primarily due to share re-purchases made during Q3 and Q4 2023 and strategic acquisitions made during Q1 2023, partially offset by the net impact of the current year net loss and other non-cash adjustments.
The Company had approximately 7 million private placement warrants and approximately 122.9 million shares of Class A common stock outstanding as of December 31, 2023. In September 2023, the Company announced a $100.0 million share repurchase authorization. As of December 31, 2023, the Company repurchased and retired 10.4 million shares for $30.2 million, excluding taxes.
In January 2024, the Company redeemed $75.0 million principal amount of our Notes at a weighted-average redemption price equal to 77% for $57.8 million.

Financial Guidance as of March 2024
First Quarter 2024
Net sales
$77 – $83 million
Adjusted EBITDA(1)
($6) – ($9) million
Fiscal Year 2024
Net sales
Flat to low-single digit % growth
Adjusted EBITDA(1)
> $40 million
__________________________
(1) See "Non-GAAP Financial Measures" below.
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Financial guidance reflects the following assumptions:
First quarter financial guidance reflects our seasonally lowest sales quarter of the year and investments in sales and marketing spend in the quarter.
Assumes no material deterioration in general market conditions or other unforeseen circumstances beyond the Company's control, such as foreign currency exchange rates.
Excludes any unannounced acquisitions, dispositions or financings.
Regional Operational and Business Metrics
Three Months Ended December 31,Year Ended December 31,
Unaudited ($ in millions) (1)
2023202220232022
Delivery Systems net sales
Americas$21.8 $32.7 $95.0 $134.7 
Asia-Pacific (“APAC”)13.0 7.8 59.4 31.4 
Europe, the Middle East and Africa (“EMEA”)9.8 10.2 52.2 40.1 
Total Delivery Systems net sales$44.6 $50.7 $206.6 $206.2 
Consumables net sales
Americas$37.5 $32.2 $132.7 $108.5 
APAC
5.7 8.1 22.8 22.9 
EMEA9.0 7.1 35.9 28.2 
Total Consumables net sales$52.2 $47.4 $191.4 $159.6 
Total net sales
Americas$59.4 $64.9 $227.7 $243.2 
APAC
18.7 15.9 82.2 54.3 
EMEA18.8 17.3 88.1 68.3 
Total net sales$96.8 $98.1 $398.0 $365.9 
Total delivery systems sold
Americas758 1,211 3,603 5,280 
APAC
450 399 2,392 1,439 
EMEA343 457 2,292 1,773 
Total delivery systems sold1,551 2,067 8,287 8,492 
Trade-up delivery systems sold
Americas82 185 349 1,793 
APAC
214 — 626 — 
EMEA45 — 299 — 
Total trade-up delivery systems sold341 185 1,274 1,793 
__________________________
(1) Amounts may not sum due to rounding.
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Conference Call
BeautyHealth will host a conference call on Tuesday, March 12, 2024, at 4:30 p.m. ET to review its fourth quarter and full year 2023 financial results. The call may be accessed via live webcast through the Events & Presentations page on our Investor Relations website at https://investors.beautyhealth.com. A replay of the conference call will be available approximately three hours after the conclusion of the call and can be accessed online at https://investors.beautyhealth.com.

Non-GAAP Financial Measures
In addition to results determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), management utilizes certain non-GAAP financial measures such as adjusted gross profit and adjusted EBITDA for purposes of evaluating ongoing operations and for internal planning and forecasting purposes.

Management believes that these non-GAAP financial measures, when reviewed collectively with the Company’s GAAP financial information, provide useful supplemental information to investors in assessing the Company's operating performance. These non-GAAP financial measures should not be considered as an alternative to GAAP financial information or as an indication of operating performance or any other measure of performance derived in accordance with GAAP, and may not provide information that is directly comparable to that provided by other companies in its industry, as these other companies may calculate non-GAAP financial measures differently, particularly related to unusual items.

Adjusted gross profit is gross profit excluding the effects of depreciation expense, amortization expense, stock-based compensation expense and other items such as write-off of discontinued, excess and obsolete product, Syndeo Program and Syndeo product optimization logistics & service costs.

Adjusted EBITDA is calculated as net (loss) income excluding the effects of expense (benefit) for income taxes; depreciation expense; amortization expense; stock-based compensation expense; interest expense; interest income; other expense (income), net; change in fair value of warrant liability; foreign currency (gain) loss, net; loss on disposal of assets; transaction related costs; write-off of discontinued, excess and obsolete product; litigation related costs; Syndeo Program; Syndeo product optimization logistics and service costs; and severance, restructuring and other.

The Company does not provide a reconciliation of its fiscal 2023 adjusted EBITDA margin guidance to net (loss) income, the most directly comparable forward looking GAAP financial measures, due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, which cannot be done without unreasonable efforts, including adjustments that could be made for changes in fair value of warrant liabilities, integration and acquisition-related expenses, amortization expenses, non-cash stock-based compensation, gains/losses on foreign currency, and other charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. The Company's fiscal 2023 adjusted EBITDA margin guidance is merely an outlook and is not a guarantee of future performance. Stockholders should not rely or place an undue reliance on such forward-looking statements. See “Forward-Looking Statements” for additional information.


4


The Beauty Health Company
Consolidated Statements of Comprehensive Income (Loss) (1)
($ in millions, except share and per share amounts)
(Unaudited)

Three Months Ended December 31,Year Ended December 31,
2023
2022(2)
2023
2022(2)
Net sales$96.8 $98.1 $398.0 $365.9 
Cost of sales51.1 31.6 242.9 117.1 
Gross profit45.7 66.5 155.1 248.8 
Operating expenses:
Selling and marketing32.0 39.0 144.5 160.1 
Research and development3.0 1.4 10.1 8.4 
General and administrative29.0 28.5 131.4 106.1 
Total operating expenses64.0 68.9 286.0 274.6 
Loss from operations(18.4)(2.4)(130.9)(25.8)
Interest expense3.4 3.4 13.6 13.4 
Interest income(6.4)(5.6)(23.2)(9.2)
Other expense (income), net
0.1 1.3 (5.2)1.7 
Change in fair value of warrant liabilities(3.6)(6.8)(11.9)(78.3)
Foreign currency transaction (gain) loss, net(3.1)(0.5)(2.4)1.3 
(Loss) income before provision for income taxes(8.8)5.8 (101.9)45.3 
Income tax expense (benefit)
0.6 (0.8)(1.8)1.1 
Net (loss) income(9.4)6.5 (100.1)44.2 
Comprehensive (loss) income, net of tax:
Foreign currency translation adjustments2.1 2.2 1.5 (3.3)
Comprehensive (loss) income$(7.3)$8.7$(98.6)$41.0
Net (loss) income per share
Basic$(0.07)$0.05$(0.76)$0.30
Diluted$(0.07)$0.05$(0.76)$(0.23)
Weighted average common shares outstanding
Basic128,716,355 138,198,781 131,680,605 147,554,090 
Diluted128,716,355 138,198,781 131,680,605 148,506,312 
__________________________
(1)Amounts may not sum due to rounding.
(2)Reflects the impact of immaterial revisions to the financial statements.
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The Beauty Health Company
Consolidated Balance Sheets (1)
($ in millions)
(Unaudited)
December 31, 2023
December 31, 2022 (2)
ASSETS
Current assets:
Cash and cash equivalents$523.0$568.2
Accounts receivable, net54.776.5
Inventories 91.3109.7
Income tax receivable 0.31.3
Prepaid expenses and other current assets28.927.6
Total current assets698.3783.3
Property and equipment, net14.218.2
Right-of-use assets, net12.115.6
Intangible assets, net 62.146.4
Goodwill125.8124.6
Deferred income tax assets, net0.50.8
Other assets 16.014.2
TOTAL ASSETS$929.1$1,003.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$44.8$28.5
Accrued payroll-related expenses22.021.7
Syndeo Program reserves
21.0
Lease liabilities, current4.65.0
Income tax payable2.81.4
Other accrued expenses19.815.2
Total current liabilities 115.071.7
Lease liabilities, non-current9.312.7
Deferred income tax liabilities, net 0.72.0
Warrant liabilities 3.615.5
Convertible senior notes, net738.4734.1
Other long-term liabilities2.8
TOTAL LIABILITIES$869.7$836.0
Stockholders’ equity:
Class A Common Stock
$— $— 
Additional paid-in capital 541.3 550.3 
Accumulated other comprehensive loss(3.0)(4.5)
Accumulated deficit(478.9)(378.8)
Total stockholders’ equity$59.4 $167.1 
 LIABILITIES AND STOCKHOLDERS’ EQUITY$929.1 $1,003.1 
__________________________
(1)Amounts may not sum due to rounding.
(2)Reflects the impact of immaterial revisions to the financial statements.


6


The Beauty Health Company
Consolidated Statement of Cash Flows (1)
($ in millions)
(Unaudited)


Year Ended December 31,
2023
2022 (2)
Cash and cash equivalents at beginning of period$568.2$901.9
Operating activities:
Net (loss) income(100.1)44.2 
Non-cash adjustments98.5 (5.6)
Change in operating assets and liabilities:
Accounts receivable16.5 (32.0)
Inventories(22.6)(84.4)
Income taxes receivable
(3.7)3.9 
Prepaid expenses and other current assets
(3.3)(17.7)
Accounts payable
15.8 (0.3)
Accrued payroll and other expenses
26.9 (3.4)
Income taxes payable
1.3 0.7 
Other, net
(7.6)(12.1)
Net cash provided by (used for) operating activities21.8 (106.6)
Net cash used for investing activities(31.5)(18.9)
Net cash used for financing activities(37.4)(205.2)
Net decrease in cash and cash equivalents(47.2)(330.7)
Effect of foreign currency translation2.0 (3.0)
Cash and cash equivalents at end of period$523.0 $568.2 
__________________________
(1)Amounts may not sum due to rounding.
(2)Reflects the impact of immaterial revisions to the financial statements.


7


The following table reconciles gross profit to adjusted gross profit for the periods presented:
Three Months Ended December 31,Year Ended December 31,
Unaudited ($ in millions) (2)
2023
2022(1)
2023(3)
2022(1)
Net sales$96.8 $98.1 $398.0 $365.9 
Gross profit$45.7 $66.5 $155.1 $248.8 
Gross margin47.2 %67.8 %39.0 %68.0 %
Adjusted to exclude the following:
Depreciation expense0.5 0.5 2.4 2.1 
Amortization expense4.2 2.6 13.9 9.5 
Stock-based compensation expense0.3 0.2 1.5 0.8 
Write-off of discontinued, excess and obsolete product— — 10.4 2.0 
Syndeo Program2.1 — 65.2 — 
Syndeo product optimization logistics & service costs— 2.4 1.4 2.4 
Adjusted gross profit$52.8 $72.2 $249.8 $265.6 
Adjusted gross margin54.6 %73.6 %62.8 %72.6 %
__________________________
(1)Reflects the impact of immaterial revisions to the financial statements.
(2)Amounts may not sum due to rounding.
(3)Reflects the removal of the accrual for annual cash incentives in prior periods for comparability purposes.


8


The following table reconciles net (loss) income to adjusted EBITDA for the periods presented:

Three Months Ended December 31,Year ended December 31,
Unaudited ($ in millions) (2)
2023
2022(1)
2023(3)
2022(1)
Net sales$96.8 $98.1 $398.0 $365.9 
Net (loss) income$(9.4)$6.5 $(100.1)$44.2 
Adjusted to exclude the following:
Expense (benefit) for income taxes0.6 (0.8)(1.8)1.1 
Depreciation expense4.3 1.9 11.3 7.2 
Amortization expense5.6 4.1 23.3 15.7 
Stock-based compensation expense2.3 7.6 22.5 28.5 
Interest expense3.4 3.4 13.6 13.4 
Interest income(6.4)(5.6)(23.2)(9.2)
Other expense (income), net
0.1 1.3 (5.2)1.7 
Change in fair value of warrant liability(3.6)(6.8)(11.9)(78.3)
Foreign currency (gain) loss, net
(3.1)(0.5)(2.4)1.3 
Loss on disposal of assets— 0.5 0.1 5.2 
Transaction related costs— — 0.8 3.1 
Write-off of discontinued, excess and obsolete product— — 10.4 2.0 
Litigation related costs— 2.8 1.5 3.8 
Syndeo Program2.1 — 65.2 — 
Syndeo product optimization logistics & service costs— 2.4 1.4 2.4 
Severance, restructuring and other7.4 0.6 18.7 4.0 
Adjusted EBITDA$3.4 $17.6 $24.3 $46.1 
Adjusted EBITDA margin3.5 %17.9 %6.1 %12.6 %
__________________________
(1)Reflects the impact of immaterial revisions to the financial statements.
(2)Amounts may not sum due to rounding.
(3)Reflects the removal of the accrual for annual cash incentives in prior periods for comparability purposes.



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About The Beauty Health Company
The Beauty Health Company (NASDAQ: SKIN) is a global category-creating company delivering millions of skin health experiences every year that help consumers reinvent their relationship with their skin, bodies and self-confidence. Our brands are pioneers: Hydrafacial™ in hydradermabrasion, SkinStylus™ in microneedling, and Keravive™ in scalp health. Together, with our powerful global community of estheticians, partners and consumers, we are personalizing skin health for all ages, genders, skin tones, and skin types. We are committed to being ever more mindful in how we conduct our business to positively impact our communities and the planet. Find a local provider at https://hydrafacial.com/find-a-provider/, and learn more at beautyhealth.com or LinkedIn.

Forward-Looking Statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding The Beauty Health Company’s strategy, plans, objectives, initiatives and financial outlook. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside The Beauty Health Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers are cautioned not to place undue reliance on any forward-looking statements.

Important factors that may affect actual results or outcomes include, among others: The Beauty Health Company’s ability to manage growth; The Beauty Health Company’s ability to execute its business plan; potential litigation involving The Beauty Health Company; changes in applicable laws or regulations; the possibility that The Beauty Health Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The Beauty Health Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contacts
Investors: IR@beautyhealth.com
Press: Press@beautyhealth.com
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