olpx-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q

________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-40860

________________________

Olaplex Holdings, Inc.

(Exact name of registrant as specified in its charter)

________________________


Delaware						87-1242679
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

432 Park Avenue South, Third Floor, New York, NY 10016

(Address of principal executive offices and zip code)

(310) 691-0776

(Registrant’s telephone number, including area code)

________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

OLPX

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☒

Non-accelerated Filer	☐	Smaller reporting company	☐

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2025, registrant had 665,922,884 shares of common stock, par value $0.001 per share, outstanding.


		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Condensed Conso lidated Financial Statements (unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Income	6
	Condensed Consolidated Statements of Changes in Stockholders' Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	27
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signatures		30


	March 31, 2025		December 31, 2024
Assets
Current Assets:
Cash and cash equivalents	$	580,893	$	585,967
Accounts receivable, net of allowances of $21,796 and $15,859	23,829		14,934
Inventory	79,181		75,165
Prepaid expenses and other current assets	19,953		13,647
Total current assets	703,856		689,713
Property and equipment, net	1,478		1,442
Intangible assets, net	886,834		899,549
Goodwill	168,300		168,300

Other assets	10,456		8,719
Total assets	$	1,770,924	$	1,767,723

Liabilities and stockholders’ equity
Current Liabilities:
Accounts payable	$	24,334	$	10,423

Accrued expenses and other current liabilities	22,630		35,639
Current portion of long-term debt	6,750		6,750
Current portion of Related Party payable pursuant to Tax Receivable Agreement	11,842		11,842
Total current liabilities	65,556		64,654
Long-term debt	642,384		643,712
Deferred tax liabilities	5,074		5,164
Related Party payable pursuant to Tax Receivable Agreement	177,469		177,469
Other liabilities	2,112		2,322
Total liabilities	892,595		893,321

Commitments and contingencies (Note 12)

Stockholders’ equity (Notes 1 and 10):
Common stock, $0.001 par value per share; 2,000,000,000 shares authorized, 665,710,806 and 664,224,893 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	666		664
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding	—		—
Additional paid-in capital	331,981		328,538
Accumulated other comprehensive loss	(748)		(765)
Retained earnings	546,430		545,965
Total stockholders’ equity	878,329		874,402
Total liabilities and stockholders’ equity	$	1,770,924	$	1,767,723


	Three Months Ended March 31,
		2025		2024
Net sales		$	96,978	$	98,906
Cost of sales:
Cost of product (excluding amortization)		27,230		25,376
Amortization of patented formulations		2,392		2,187
Total cost of sales		29,622		27,563
Gross profit		67,356		71,343
Operating expenses:
Selling, general, and administrative		47,987		40,437
Amortization of other intangible assets		10,893		11,289

Total operating expenses		58,880		51,726
Operating income		8,476		19,617
Interest expense		13,725		14,504
Interest income		(5,952)		(6,203)
Other (income) expense, net		(178)		947

Income before provision for income taxes		881		10,369
Income tax provision		416		2,623
Net income		$	465	$	7,746

Net income per share:
Basic		$	0.00	$	0.01
Diluted		$	0.00	$	0.01

Weighted average common shares outstanding:
Basic		664,685,462		660,821,930
Diluted		666,460,714		663,565,291

Other comprehensive income (loss):
Unrealized gain (loss) on derivatives, net of income tax effect		$	17	$	(361)
Total other comprehensive income (loss)		17		(361)
Comprehensive income		$	482	$	7,385


	Common Stock
	Shares	Amount		Additional Paid in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity
Balance - December 31, 2024	664,224,893	$	664	$	328,538	$	(765)	$	545,965	$	874,402










Net income	—	—		—		—		465		465
Issuance of shares upon exercise of stock options and vesting of restricted stock units	1,485,913	2		525		—		—		527
Share-based compensation expense	—	—		2,918		—		—		2,918
Unrealized gain on derivatives, net of tax expense of $4	—	—		—		17		—		17
Balance – March 31, 2025	665,710,806	$	666	$	331,981	$	(748)	$	546,430	$	878,329


	March 31, 2025		December 31, 2024
Raw materials	$	21,709	$	20,440
Finished goods	57,472		54,725
Inventory	$	79,181	$	75,165


	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents:
U.S. Treasury	$	64,740	$	64,740	$	—	$	—
Money market funds	$	276,565	$	276,565	$	—	$	—
Other assets:
2024 Interest Rate Cap	$	48	$	—	$	48	$	—


	March 31, 2025
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Brand name	25 years	$	952,000	$	(199,075)	$	752,925
Product formulations	15 years	136,500		(47,456)		89,044
Customer relationships	20 years	53,000		(13,854)		39,146
Software	3-7 years	10,716		(4,997)		5,719
Total finite-lived intangibles		1,152,216		(265,382)		886,834
Goodwill	Indefinite	168,300		—		168,300
Total goodwill and other intangibles		$	1,320,516	$	(265,382)	$	1,055,134


	December 31, 2024
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Brand name	25 years	$	952,000	$	(189,556)	$	762,444
Product formulations	15 years	136,500		(45,182)		91,318
Customer relationships	20 years	53,000		(13,191)		39,809
Software	3-15 years	10,264		(4,286)		5,978
Total finite-lived intangibles		1,151,764		(252,215)		899,549
Goodwill	Indefinite	168,300		—		168,300
Total goodwill and other intangibles		$	1,320,064	$	(252,215)	$	1,067,849


	March 31, 2025		December 31, 2024
Sales tax payable	$	1,277	$	6,273
Accrued professional fees	5,004		3,649
Payroll liabilities	4,156		6,405
Accrued freight	1,915		2,541
Accrued advertising	4,627		5,267
Deferred revenue	839		877
Income tax payable	—		1,447
Accrued promotional allowance	1,506		5,381
Other accrued expenses and current liabilities	3,306		3,799
Accrued expenses and other current liabilities	$	22,630	$	35,639


	Three Months Ended March 31,
	2025				2024
	(in thousands)		% of net sales		(in thousands)		% of net sales
Net sales	$	96,978	100.0	%	$	98,906	100.0	%
Cost of sales:
Cost of product (excluding amortization)	27,230		28.1		25,376		25.7
Amortization of patented formulations	2,392		2.5		2,187		2.2
Total cost of sales	29,622		30.5		27,563		27.9
Gross profit	67,356		69.5		71,343		72.1
Operating expenses:
Selling, general, and administrative	47,987		49.5		40,437		40.9
Amortization of other intangible assets	10,893		11.2		11,289		11.4

Total operating expenses	58,880		60.7		51,726		52.3
Operating income	8,476		8.7		19,617		19.8
Interest expense	13,725		14.2		14,504		14.7



Interest income	(5,952)		(6.1)		(6,203)		(6.3)
Other (income) expense, net	(178)		(0.2)		947		1.0
Income before provision for income taxes	881		0.9		10,369		10.5
Income tax provision	416		0.4		2,623		2.7
Net income	$	465	0.5		$	7,746	7.8


	March 31, 2025		December 31, 2024
Long-term debt
Credit Agreement, dated as of February 23, 2022 (the “2022 Credit Agreement”)
$675 Million 7-Year Senior Secured Term Loan Facility (the “2022 Term Loan Facility”)	$	654,750	$	656,438
$150 Million 5-Year Senior Secured Revolving Credit Facility (the “2022 Revolver”)(1)	—		—
Debt issuance costs	(5,616)		(5,976)
Total term loan debt	649,134		650,462
Less: Current portion	(6,750)		(6,750)
Long-term debt, net of debt issuance costs and current portion	$	642,384	$	643,712


(in thousands)	Three Months Ended March 31,
	2025		2024		$ Change		% Change
Net sales by Channel:
Professional	$	34,538	$	38,746	$	(4,208)	(10.9)	%
Specialty retail	38,553		34,432		4,121		12.0	%
DTC	23,887		25,728		(1,841)		(7.2)	%
Total Net sales	$	96,978	$	98,906	$	(1,928)	(1.9)	%

SEC Form 10-Q filed by Olaplex Holdings Inc.