Waldencast SPAC

Made public by

sourced by PitchSend

89 of 106

Creator

Waldencast logo
Waldencast

Category

Consumer

Published

2022

Slides

Transcriptions

#1wwaldencast Analyst Day Presentation April 27th, 2022#2This presentation (this "Presentation") relates to a proposed business combination (the "Business Combination") between Waldencast Acquisition Corp. ("Waldencast") and OBAGI Global Holdings Limited and its subsidiaries ("OBAGI") and Milk Makeup, LLC ("Milk"). Forward Looking Statements This Presentation contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions among OBAGI, Milk and Waldencast, including statements regarding the intended benefits of the transactions, the anticipated timing of the transactions and the growth strategies of Waldencast, OBAGI and Milk. These forward-looking statements generally are identified by the words "estimates," "projects," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "would," "should," "future," "propose," "target," "goal," "objective," "outlook" and variations of these words or similar expressions (or the negative versions of such words or expressions). 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 control of Waldencast, OBAGI, and Milk, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include, but are not limited to: (i) the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect the price of Waldencast's securities, (ii) the risk that Waldencast shareholder approval of the proposed transactions is not obtained, (iii) the inability to recognize the anticipated benefits of the proposed transactions, which may be affected by, among other things, the amount of funds available in Waldencast's trust account following any redemptions by Waldencast's shareholders, (iv) the failure to receive certain governmental and regulatory approvals, (v) the inability to complete the PIPE Investment or the Forward Purchase Agreements, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the OBAGI Merger Agreement or the Milk Equity Purchase Agreement, (vii) changes in general economic conditions, including as a result of the COVID-19 pandemic, (viii) the outcome of litigation related to or arising out of the proposed transactions, or any adverse developments therein or delays or costs resulting therefrom, (ix) the effect of the announcement or pendency of the transactions on OBAGI's or Milk's business relationships, operating results, and businesses generally, (x) the ability to meet Nasdaq's listing standards following the consummation of the proposed transactions, (xi) costs related to the proposed transactions, (xii) that the price of Waldencast's securities may be volatile due to a variety of factors, including Waldencast's, OBAGI's or Milk's inability to implement their business plans or meet or exceed their financial projections and char in the combined capital structure, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transactions, and identify and realize additional opportunities and (xiv) the ability of OBAGI and Milk to implement their strategic initiatives and continue to innovate their existing products and anticipate and respond to market trends and changes in consumer preferences. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Waldencast's registration statement on Form S-1 (File No. 333-253370), the registration statement on Form F-4, the proxy statement/prospectus and other documents filed or that may be filed by Waldencast from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and Waldencast, OBAGI and Milk assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Waldencast, OBAGI, or Milk gives any assurance that Waldencast, OBAGI or Milk, or the combined company, will achieve their expectations. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of Waldencast's registration statement on Form S-1, the proxy statement/prospectus on Form F-4 relating to the Business Combination, which was filed by Waldencast with the Securities and Exchange Commission (the "SEC") and other documents filed by Waldencast from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Waldencast and each of OBAGI and Milk assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Waldencast, OBAGI, or Milk gives any assurance that any of Waldencast, OBAGI or Milk will achieve its expectations. Disclaimer This Presentation contains certain financial projections, forecasts, estimates and targets of OBAGI and Milk. Such financial projections, forecasts, estimates and targets constitute forward-looking information, and are for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial projections, forecasts, estimates and targets are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See "Forward-Looking Statements" above. While all financial projections, forecasts, estimates and targets are necessarily speculative, Waldencast, OBAGI and Milk believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, forecast, estimate or target extends from the date of preparation. Actual results may differ materially from the results contemplated by the financial projections, forecasts, estimates and targets contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Trademarks Waldencast, OBAGI and Milk own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with Waldencast OBAGI or Milk, or an endorsement or sponsorship by or of Waldencast OBAGI or Milk. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, Ⓡ or symbols, but such references are not intended to indicate, in any way, that Waldencast, OBAGI or Milk will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Financial Information; Non-GAAP Financial Measures The financial information and data contained this Presentation has not been audited in accordance with the standards of the Public Company Accounting Oversight Board and does not conform to Regulation S-X. Such information and data may not be included in, may be adjusted in or may be presented differently in the registration statement to be filed by Waldencast relating to the proposed Business Combination and the proxy statement/prospectus contained therein. This Presentation also includes certain financial measures not presented in accordance with U.S. generally accepted accounting principles ("GAAP") including Adjusted EBITDA and Adjusted EBITDA Margin, and certain ratios and other metrics derived therefrom. OBAGI defines Adjusted EBITDA as earnings before interest, taxes, depreciation, and amortization, excluding the impact of the China distribution carve-out and the business combination transaction costs as of December 31, 2021 ("OBAGI Adjusted EBITDA"). OBAGI defines Adjusted EBITDA margin as Adjusted EBITDA divided by net revenue ("OBAGI Adjusted EBITDA margin"). Milk defines Adjusted EBITDA as earnings before interest, taxes, depreciation, and amortization, excluding the business combination transaction costs as of December 31, 2021 ("Milk Adjusted EBITDA"). The post-transaction combined company defines EBITDA as earnings before interest, taxes, depreciation, and amortization ("Combined Company EBITDA). The post-transaction combined company defines Adjusted EBITDA margin as combined Company EBITDA divided by net revenue ("Combined Company Adjusted EBITDA margin"). These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing OBAGI's and Milk's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income under GAAP. You should be aware that OBAGI's and Milk's presentation of these measures may not be comparable to similarly-titled measures used by other companies. Waldencast, OBAGI and Milk believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to OBAGI's and Milk's financial condition and results of operations. Waldencast, OBAGI and Milk believe that the use of these non- GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing OBAGI's and Milk's financial measures with other similar companies, many of which resent similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non- GAAP financial measures. Additionally, there can be no assurance that OBAGI and Milk will not modify the presentation of these or similar non-GAAP measures in the future, including to make adjustments for future expenses or other items that the OBAGI and Milk believe are appropriate in comparing its operating performance across reporting periods on a consistent basis. This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Waldencast, OBAGI and Milk are unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. For the same reasons, OBAGI and Milk are unable to address the probable significance of the unavailable information, which could be material to future results. Additional Information and Where to Find It This Presentation does not constitute (i) solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any security of Waldencast, OBAGI, Milk, the combined company or any of their respective affiliates, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. In connection with the proposed transaction, Waldencast filed a registration statement on Form F-4 with the SEC on February 14, 2022, as amended by Amendment No. 1 to the registration statement on Form F-4 filed with the SEC on March 4, 2022, and Amendment No. 2 to the registration statement on Form F-4 filed with the SEC on March 18, 2022 which includes a document that serves as a prospectus and proxy statement of Waldencast. A proxy statement/prospectus will be sent to all Waldencast shareholders. Waldencast also will file other documents regarding the proposed transaction with the SEC. This Presentation does not contain all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. Before making any voting or investment decision, investors and security holders of Waldencast are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Waldencast through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Waldencast with the SEC may be obtained free of charge from Waldencast's website at https://www.waldencast.com/ or upon written request to 10 Bank Street, Suite 560, White Plains, NY 10606. Participants in Solicitation Waldencast, OBAGI, Milk and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Waldencast's shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of Waldencast and information regarding their interests in the business combination is set forth in Waldencast's registration statement on Form S-1 (File No. 333-253370) filed with the SEC on March 18, 2021. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph. No Offer or Solicitation This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 as amended, and otherwise in accordance with applicable law. NEITHER THE SEC NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY, IN THE UNITED STATES, CANADA OR ELSEWHERE, HAS REVIEWED, APPROVED OR DISAPPROVED OF THE SECURITIES OR THIS PRESENTATION OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE, AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. 2#3MX The Waldencast executive team We are a team deeply experienced across the beauty, wellness, and consumer goods industries, building a world-class brand development platform to identify, conceptualize, launch, and profitably scale brands Michel Brousset Founder and CEO 25+ years experience Previously Group President of L'Oréal North America Consumer Products Division and CEO of L'Oréal UK Various roles at L'Oréal and Procter & Gamble successfully building billion-dollar brands and businesses ¹ Title to be effective at closing of the transaction. Hind Sebti Founder, COO and CGO¹ 20+ years experience Former General Manager at L'Oréal UK across the consumer and professional divisions Brand leadership roles at L'Oréal, Procter & Gamble, Maybelline and Redken Felipe Dutra Founder and Executive Chairman 30+ years experience Former Chief Financial and Technology Officer of Anheuser-Busch InBev (AB InBev) Served as Board Director of Grupo Modelo, Budweiser APAC, and AMBEV 3#4MX wwaldencast Our ambition is to build a global best-in-class beauty and wellness multi-brand platform by creating, acquiring, accelerating, and scaling the next generation of high-growth, purpose-driven brands#5Skincare Color cosmetics Haircare Bath and shower Fragrance Global beauty and personal care market¹ $750 $500 $250 $0 Beauty is a proven and resilient, high-growth and highly profitable market YOY Growth % MW 2007A Massive addressable market with attractive category dynamics... Global market size¹ % of BPC market¹ 29% 12% $155bn $66bn $83bn $48bn $54bn 2008A 8.6% PROVEN RESILIENCE Muted recession impact across most categories 2009A (1.3%) 16% 9% 10% 2010A 7.3% RAPID RECOVERY Return to growth above pre-recession levels 2021-2023 CAGR¹ 7.0% 2011A 9.5% 9.5% ...and proven resiliency through economic cycles 6.3% 4.6% 8.3% 2012A 1.5% 1 Euromonitor International; Beauty & Personal Care, 2022ed, retail value sales, current prices, 2021 fixed ex rates Key drivers of industry growth: Shifting desire for quality over price. Increasing appetite for clean, natural, and higher-performance products. Emerging market expansion. Adaptability to eCommerce channels, particularly by skincare and makeup consumers. 2013A 2.0% 2019A 1.2% CONSISTENT MOMENTUM Strong momentum continues post lockdown 2020A (3.9%) 2021A 8.8% 2022E 6.9% 2023E 7.1% 2024E 7.1% 2025E 5.8% 5#6New consumer trends and technology are driving an explosion of new independent brands Clear opportunity to aggregate emerging brands under a new platform to accelerate growth and scale → COLGATE-PALMOLIVE L ESTEE LAUDER +63 bps (21) bps Unilever (57) bps P&G MW (234) bps L'ORÉAL Highly fragmented market with growth driven by independent brands '21 market share and change ('15-'21)¹ 3% 4% 7% 8% +71 bps 10% Disruptor brands are gaining market share and driving sector growth 68% 1 Euromonitor International; Beauty & Personal Care, 2022ed, retail value sales, current prices, 2021 fixed ex rates Note: bps indicates market share change from 2015 to 2021 Others +177 bps Fragmented industry Top 5 players represent only 32% Not a "winner takes all" market Expandable consumption category Emerging players driving growth and gaining market share 6#7Indie brands have been fueled by structural changes in consumer preferences and the beauty industry... FORCES DRIVING INDUSTRY CHANGE • Consumer desire for authentic, purpose driven brands • Digital channels allow modular scalability for smaller brands • eCommerce removing shelf space limitation • Asset light innovation and supply model#8...but have been limited in their ability to scale FORCES DRIVING INDUSTRY CHANGE • Consumer desire for authentic, purpose driven brands • Digital channels allow modular scalability for smaller brands • eCommerce removing shelf space limitation • Asset light innovation and supply model INDIE BRAND LIMITATIONS • Few indie brands have scaled beyond $150-300m in sales alone • Professional management and infrastructure typically required Omnichannel Global expansion Supply chain robustness Sophisticated marketing abilities MX 8#9Waldencast allows indie brands to rapidly and profitably scale FORCES DRIVING INDUSTRY CHANGE • Consumer desire for authentic, purpose driven brands Digital channels empowering smaller brands • eCommerce removing shelf space limitation • Asset light innovation model ● INDIE BRAND LIMITATIONS • Few indie brands have scaled beyond $150-300m in sales alone • Professional management and infrastructure typically required Omnichannel Global expansion Supply chain robustness Sophisticated marketing abilities MX wwaldencast Operational scale of a multi-brand platform Balanced portfolio to mitigate category fluctuations Expertise in managing global beauty brands at scale Asset light efficiency Market responsiveness and speed of entrepreneurial indie brands#10A re-imagined ecosystem underpinned by a powerful platform... B÷ Data OBAGI MX Tech BEAUTY RE-IMAGINED platform Talent Milk MAKEUP $ Finance wwaldencast ecosystem brand 3 Legal $ Supply chain brand n WHAT WE BRING Deep beauty operational expertise & domain knowledge Product & brand development Portfolio building + brand incubation Disciplined capital allocation Visionary leadership & performance oriented culture 10#11...with attributes that indie brands need to thrive BB Data OBAGI MX Tech BEAUTY RE-IMAGINED platform Talent Milk MAKEUP $ Finance wwaldencast ecosystem brand 3 Legal 萬 Supply chain brand n VALUE PROPOSITION TO BRANDS Preserve brand DNA & autonomy Fuel entrepreneurial spirit & sense of ownership Focus on brand building and profitable growth Share best practices Leverage collective expertise in the Waldencast ecosystem 11#12OBAGI The leading physician- dispensed skincare brand Adjustments for 2021 actuals '21A - '23E CAGR: 9% Net sales ($ in millions) Adj. EBITDA margin MW $179 $168 2021A Our starting point in building this vision are OBAGI and Milk 24% $213 2023E 30% 1 Industry source 2 OBAGI information 3 Sephora management 4As of April 14, 2022 at 2:00 pm ET Form AGE OBAGI MEDICAL 1.47 oz (14 m DICAL #1 Eest perceived performing brand among U.S. providers¹ 80+ patents worldwide? STIderm ОВА СТ ELASTIDE rum MEDICAL OBA Milks Leading clean make-up brand Net sales ($ in millions) Adj. EBITDA margin $47 MAKEUP '21A - '23E CAGR: 47% 2021A NM $101 2023E 17% #2 clean brand at Sephora U.S.3 2.0m Instagram followers4 12#13AW Strong brand identity and equity Skin Global This is only the beginning... TODAY OBAGI Professional High consumer affinity Color Prestige Differentiated offering and positioning U.S. Hair FUTURE Optimized multi-brand portfolio spanning: Specialty Growing omnichannel presence CATEGORIES Body GEOGRAPHIES Europe CHANNELS Milk MAKEUP PRICE POINTS Masstige Wellness Sustainable long-term growth Online APAC Fragrance Management team with deep operating experience Capabilities Mass LATAM Food / Drug / Mass 13#14wwaldencast AW XE [$1 ល្អប់ធំ 6:3 A platform poised for long-term profitable growth House of brands built for scale and speed Pure-play in beauty Diversified portfolio (category, channel, geography, price point) Significant opportunity for accelerated long-term growth Proven model with sustained profitability World-class management teams with deep operating experience and expertise 14#15OBAGI 0BIGI NU DERM GAMI#16OBAGI The leading physician-dispensed skincare brand with attractive growth potential and strong anchor capabilities in skin health, complemented by a robust financial and operational backbone 16#17An experienced leadership team of skin health experts YEARS IN SPECIALTY YEARS IN OBAGI EXPERIENCE Jaime Castle President & CEO 22+ 8+ CEO ACTION FOR DIVERSITY & INCLUSION VALEANT Pharmaceuticals North America SOLTAMEDICAL MEDICIS Laurence Dryer, PhD EVP, R&D CHONEST Neutrogena -BASF The Chemical Company A 29+ 34 9+ AVON Cosmetica Pola VALEANT Pharmaceuticals North Americs Lisa Errecart EVP, Global operations 18+ 18+ OBAGI MEDICAL VALEANT Pharmaceuticals North America & Trish Mentas VP, Finance 14+ 14+ BOEING DISNEY NEXON David Bell EVP, Global sales 22+ 9+ Jag glo дад VALEANT Pharmaceuticals North America SOLTAMEDICAL' MEDICIS™ 17#18Complemented by clinicians across the aesthetic spectrum and the fast-growing multi-specialty community Specialty Practice/ experience JoAn Monaco MD, MS Board-certified plastic and reconstructive surgery with advanced fellowship training in aesthetic surgery JOAN MONACO MD, MS PLASTIC RECONSTRUCTIVE COSMETIC SURGERY Manhattan Eye, Ear & Throat Hospital Northwell Health NIH National Institutes of Health Mark Craig MD Magie Board-certified plastic surgeon and a member of the American Board of Plastic Surgery BOARD OF Accent Plastic & Reconstructive Surgery PLASTIC southeastern P plastic surgery, p.a. Cosmetic & Reconstructive Surgery Nina Desai DO Certified with American Academy of Aesthetic Medicine Renew LASER & SKIN Prem Tripathi MD Fellowship-trained board-certified facial plastic and reconstructive surgeon SILHOUETTE MED SPA & WEIGHT MANAGEMENT Ashish Bhatia MD Fellowship-trained board-certified dermatologist and dermatologic surgeon Oak Dermatology. 18#19Our advisors rave about OBAGI's powerful understanding of their channel needs OBAGI 19#20OBAGI is a leader in the fastest growing segment of skincare Global skincare market by 2025 $204bn¹ Global skincare 2021 $155bn¹ Premium skincare 2021 $63bn¹ OBAGI 2021 revenue $179m4 Asia Pacific North America² Western Europe Latin America Eastern Europe Middle East and Africa 2021 skincare market size ($bn) $9 $6 $5 High-growth segment with strong momentum in post-lockdown era Key markets Growth of physician-dispensed skincare bolstered by rise of "skin-tellectual" consumers increasingly focused on product potency and efficacy $26 $24 Category dynamics ~2.0x percentage growth for dermo-cosmetics skincare versus premium from 2019-20211 ¹ Euromonitor International; Beauty & Personal Care, 2022ed, retail value sales, current prices, 2021 fixed ex rates; 2 Including the United States and Canada; 3 "How to Target Premium Beauty Buyers," report by Euromonitor; 4 OBAGI 2021 financial results excluding China revenues. $84 CAGR 2021-2025 8% 6% 5% 7% 8% 9% 47% premium buyers versus 20% non- premium buyers use ~8-14 skincare products weekly³ 20#21Category leadership anchored in #1 perceived best performing brand among U.S. providers ($ in millions) Independent brands in professional skincare by ranking Best performance brands among U.S. providers' perception and satisfaction Best performance brands with regard to product portfolio and innovation Best performance brands with regard to marketing ¹ Independent industry sources. Largest U.S. professional skincare products companies¹ By estimated sales (2019) #5 30+ years of clinical experience $130 #5 OBAGI #1 #1 #5 #1 #1 #2 #2 #4 #4 #4 #2 #3 #3 #3 #3 #2 #4 21#22A versatile and diversified portfolio of skincare collections to address a range of skin concerns 10 Hyperpigmentation OBAGI OBAGI OBAGI HAR 2 REC OB ex s E-ELE UBND GBAGI OBAGE OBAGI Nu-Derm® systems SAY LOTIE 2 Hyperpigmentation JURIEN 081617 B OBACI OBAGI C 6 OBAGI C *SYSTEM APP NIGHTCOR Shield Broad Spectrum C 08161 Sun Shield str MATTES OBAGI-C® Rx systems = Number of studies conducted 1 1 Brightening / Antioxidant BRACE ME OBACIT OBAGI U BRILLIAN OMAGE erabi Professional-C METROLEVASTAGI POL Pro-C collection Facial peel OBAGI TRIAT BLUE BRILLIANCE wiple acid pal OFAG MEDICAL SONICARE www OBAGI BUS BRILLIANC OBAGI OBAGI SRILLIANC BRILLIAN Blue Brilliance® triple acid peel 5 Elasticity / fine lines ELASTIderm Ca ww.in.mp BAG BASTI OBAG LASTIderm Serum ELASTIderm® collection 1 Lash improvement HU-CIL OBAGI Nu-CilTM eyelash enhancing serum 3 3 OBAGT MEDICAL Obag Hydate Acne ОВАСГ MEDICAL CLENZIderm MD SYSTEM Are Therapeutic System OBALE CLINZETTE Hydration Obag Hydrate La CLENE CLENZIderm® collection OBAGT MEDICAL Hydrate CALE DBACH HELGE WINDCHINE Hydration products DRAGE 1 Prejuvenation 9 OBAG1360 Exfoliating Cha HydraFactor SPF 30 F5 Cen GRACE ABACE Other GEWE S OBAGI 360 collection Sun protection and other categories Tubidy 22#23Differentiated competitive advantage through a highly credentialed and sticky business model Credentialed recommendation Science-led rigorous testing driving transformative results ¹ Baseline 1 Photos have not been retouched. Results may vary. For Important Safety Information, please see slide 53. 24 weeks Full range of skin solutions C $99 12 SIGE Lu www. A Highly specialized organization 23#24OBAGI has embedded brand trust and credibility as it is primarily dispensed through the physician / professional channels All professionals ■ Physicians + skincare professionals ■ Dermatologists ■ Plastic surgeons ■ Multi-specialty ■ Aestheticians ■ Physician assistants End-to-end partner OBAGI ■ Product performance ■ Backed by world-class R&D program ■ Builds credibility of physician / professional ■ Drive more patients / customers to the practice ■ Increase frequency of visit / repeat rate ■ Meaningful revenue stream In practice and online Skin Care SHOP 24#25Leading position across all key physician satisfaction criteria leading to long-lasting relationship 8.7 9.1 Product portfolio & innovation Performance rating by physicians¹ 8.5 9.0 Marketing All brands 8.8 9.3 8.4 8.9 OBAGI 8.6 8.7 8.6 9.0 Order-to- Price and Training Overall delivery & value-added & customer services education service 7% Less than 6 months Physician tenure ¹,2 6% 6 months - less than 1 year 9% 1 year - less than 2 years 9% 2 years - less than 3 years 69% 3 years or longer ¹ Industry source: 2020; 2 Length of relationship refers to the period of time between a customer's first order date and November 10, 2021, and is limited to customers who have placed an order in the previous 12 months. 25#26Leading position across all key physician satisfaction criteria leading to long-lasting relationship (cont'd) Dr. Prem Tripathi, MD 3. Lactic / Glycolic Acid 16 XUTIO @skinsolutions.md 1-19 #DrPrem Tripathi knows best! We have both #Obagi #Nu... See more ♫md original sound-skir Add comment... 8 6102 182 561 26#27OBAGI Nu-Derm® System - normal to dry Baseline Note: Photos have not been retouched. Results may vary. For Important Safety Information, please see slide 53. 24 weeks 27#28ELASTIderm® Eye Cream Note: Photos have not been retouched. Results may vary. Baseline 9 weeks 28#29CLENZIderm® System Note: Photos have not been retouched. Results may vary. Baseline 12 weeks 29#30G OBAGI Nu-Cil™ Note: Photos have not been retouched. Results may vary. Baseline G 12 weeks 30#31We start with physician-led insights driven by our penetration and long-term partnerships with physicians across a broad spectrum of specialties 1 As of December 2021. Significant penetration of medical providers in the US Patient trends Bespoke physician needs Product innovation (e.g., OBAGI Nu-Cil™M) Customized education programs based on practice needs As the market continues to evolve with multi-specialty OBAGI caters to the need of each of the call points Steering committee of top physicians OBAGI has brand loyalty among physicians, so this creates advocacy among their peers Conduct pre/post marketing trials and surveys Co-authored white papers with lead physicians Initial pilot concept with physicians in practice 6,000+ MEDICAL PROVIDERS WITH EXTENSIVE QUARTERLY CONNECTS¹ 31#32We formulate leading products through. three vectors of innovation Characterization innovation Disease state Skin conditions Population Urbanites, country of origin Claims Magnitude, incidence, speed, QoL Instrument Cutometry, optical coherence tomography, hydration mapping, ballistometry Benefit innovation Performance strength Performance speed Indication Sagging, radiance Ingredient innovation Mechanism of action Elastin maturation, collagen coiling Technical concept Inflammaging, urbanization Ingredient Product form Powder-to-liquid, anhydrous chassis 32#33Supported by an extensive product testing process Retail brands Dermatologist recommended retail brands Medical grade brands OBAGI Integrity Stability (accelerated, long term, Asia, F/T) Microbiological protection (preserving testing, micro testing) Safety Allergy testing Others (comedo, phototox, imitation) Clinicals Bioinstru- mentation Efficacy Biopsies Biological assays (gene arrays, in vitro testing, tissue models) Quality of life 33#34We have a broad and comprehensive set of 80+ patents creating a strategic moat and high barriers to entry Material OBAGI patent families Anti-aging treatment using Copper and Zinc compositions Chemical compositions and methods of making them Methods for lightening skin using Arbutin compositions Skin lightening compositions comprising Arbutin Skin treatment compositions Stable organic peroxide compositions 1 Based on net revenue as of 12/31/2021. Expiration June 2026 Jan 2026 - Feb 2027 Nov 2028 Nov 2028 Nov 2028 - Aug 2030 Mar - June 2026 50% of our portfolio is protected by our patents¹ OBAGI OBAGI OBAGI ww.www B ОВАСТ MEDICAL ΒΛΕΓ CLENZIderm MD" SYSTEM Acne Therapeutic Salam || H O Cor CLINZK OBAGE OKALT CLENZI 01161 Sun Shield OSAGE www izieren ов C-CLI "NGT-0 HYST DAY LOH TILEVE ben ELASTIderm EBAGI ( wittaine - ME BAGI- OBAL www.w OBAGI C Shield Busad BASTIS OBAC www ELASTIderm Serum 34#35We are the first medical skincare brand to design clinical research protocols across all 6 skin types via our SKINCLUSION® initiative SKIN TYLE VI SKIN TYPE III SKIN TYPE V SKIN TYPE II Fitzpatrick skin spectrum SKIN TYPE IV SKIN TYPE I 35#36We are the first medical skincare brand to publish clinical research protocols across all 6 skin types via our SKINCLUSION® initiative Dr. Jeanine Downie MD, board certified cosmetic dermatologist and author of 'Beautiful Skin of Color' Source: "Treating Melasma With a 4% Hydroquinone Skin Care System Plus Tretinoin Cream: Results From 3 Studies in A Variety Patient Types"; Authors: Michael Gold, MD; Suzanne Bruce, MD; Pearl Grimes, MD; Barry DiBernardo, MD; JoAnne Watson, DPM; Marta Rendon, MD, FAAD & Chere Lucas-Anthony, MD, FAAD; Number of subjects who completed the study: 61. 36#37We test and demonstrate our transformative research-backed results in studies and visuals Case study: Nu-Derm® Baseline 93% of patients rated their test treatment as more effective than other medications² Week 4 95% of patients were satisfied with the overall effectiveness of the test treatment² 5 4 3 2 1 0 Skin condition treated: Melasma¹ Median grade for melasma severity 4 8 12 Week 16 20 Source: "Treating Melasma With a 4% Hydroquinone Skin Care System Plus Tretinoin Cream: Results From 3 Studies in A Variety Patient Types"; Authors: Michael Gold, MD; Suzanne Bruce, MD; Pearl Grimes, MD; Barry DiBernardo, MD; JoAnne Watson, DPM; Marta Rendon, MD, FAAD & Chere Lucas-Anthony, MD, FAAD; Number of subjects who completed the study: 61; 1 A condition in which brown patches appear on the face. **P≤.01, ***P<.001 versus baseline; 2 Data as of week 24. Note: For Important Safety Information, please see slide 53; The photos have not been retouched, results may vary. 24 Moderate Moderate Mild Mild Minimal / trace None 4% hydroquinone skin care system + 0.025% tretinoin cream 4% hydroquinone skin care system + 0.05% tretinoin cream ▲ 4% hydroquinone skin care system + 0.1% tretinoin cream 37#38And we do it across all skin tones Case study: ELASTIderm® Facial Serum Baseline Baseline Week 12 Week 12 Source: "Clinical Evaluation of a Facial Serum with a Novel Technology Featuring a Bi-Mineral Complex Powered by MicroFluidics on Aged Skin in Fitzpatrick Skin Types I-V"; Authors: Sylvia Barkovic, B.A.; Laurence Dryer, PhD. Number of subjects: 38. Note: The photos have not been retouched, results may vary. 13.3% increase in resiliency 97.2% noticed their skin feels more elastic and resilient 94.6% subjects showed increase in resiliency 100.0% reported their face looks firmer 91.9% subjects showed increase in laxity 38#39Our products outperform competitors across key attributes Hydrate Luxe® vs competitors Instrumental assessment Hydration 60 Score on Grading Scale 40 20 0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0 *P<0.05 vs comparators. H 15 min 30 min OBAGI Nu-Derm® System vs competitors Comparative efficacy at 24 weeks Perioral fine wrinkles 1 hr Mottled hyper- pigmentation LLL 3 hr L 2 hr Laxity Periocular wrinkles 8 hr Sallowness Hydrate Luxe ■ Premium retail competitor ■ Med space competitor 1 ■ Med space competitor 2 ■ Prescription Skin Therapy System ■ Tretinoin ■Hydroquinone ■Over-the-counter (OTC) regimen OBAGI Nu-CilTM vs physician-dispensed competitor % mean improvement in clinical grading (expert grader assessment) from baseline 60 40 20 0 。 8 8 8 8 8 70 60 50 40 Pro-C 20% vs competitor Consumer preference 30 20 23.1 10 0 32.7 Week 8 23.1 Pro-C 20% serum 46.2 Week 12 36.5 53.8 Week 16 Leading competitor ■ Physician-dispensed competitor ■OBAGI Nu-Cil™ 39#40Our physician-first philosophy drives long-term productive relationships and loyalty OBAGI O<O OP Chasi Price & value-added services "OBAGI understands the financial issues that physicians face when running a practice. Given the quality of the products they manufacture, their price points are very reasonable. We appreciate their promotional incentives and can easily pass that value to our patients to encourage them to purchase." Dr Craig Training & education Prem Marketing support pathi, MD Nina Desai, DO Product innovation AC M Derma Ashish Bhatia, MD Inventory management & customer service Mark Craig, MD 40#41Continue the strong growth of our OBAGI Medical® business and pursue opportunities that further enhance our brand 1 2 3 Grow our core Expand physician penetration Expand breadth & depth of portfolio Expand internationally OME ORIGE with HEALT BEACH HRIGE HALL OB161 #LE HERE VERKE HEIG T MAU #BIGE 9814 OBAGI AGE OBAGI HEAGE www. + 4 5 Add more Capture opportunities in the device market Build an accessible consumer proposition DRAG SKINTRINSIQ buch screen INTENSIE 192 Powered by the Waldencast Platform OBAGE DRAGI OBAGE MINICA ht ORAGE Sun Shield 41#42There is a further sizeable potential growth opportunity in our core U.S. business by increasing our physician base What we have The leading penetration of U.S. physicians 1 OBAGI management estimates. ~40% U.S. physician penetration¹ What we plan to do Expand our winning business model further + Deeper penetration of physicians + New opportunities in fast growing multi- specialty channel + Wider range of education and services through digitalization 42#43And a further opportunity to grow our consumer base through increased breadth of portfolio and building our key SKUs and franchises Vitamin C Serum What we have Leading performance OBAGI MEDICAL Professional-C AERUM 20% L-ASCORBIC ACID ITAMIN C SERUM FL OZ. (30 ml) 70 60 50 40 30 20 10 0 Consumer preference study Pro-C 20% serum Leading competitor What we plan to do Drive awareness and availability + Maximize penetration of practices from 42% coverage to the majority of the OBAGI accounts Drive awareness of superior performance directly to consumers for a virtuous pull model 43#44And a further opportunity to grow our consumer base through increased breadth of portfolio and building our key SKUs and franchises OBAGI Nu-Cil™ What we have A tech breakthrough with massive appeal COSMOPOLITAN Best Derm- Recommended Serum April 2022 OBAGE NU-CIL Eyelash Enhancing Serum 10 FL OZON 40 20 0 23.1 32.7 Franchise Week 8 Time in market % physician doors % mean improvement in clinical grading (expert grader assessment) from baseline 53.8 60 Best selling Successful OBAGI franchise NPD 2021 Nu-CilTM 5 years + 1 year 23.1 42% 46.2 19% Week 12 Competitor ■OBAGI Nu-Cil™ 5 months 36.5 31% Week 16 What we plan to do A fast track to the next best-selling franchise + Maximize penetration in practice + Drive increased consumer awareness + Expand in new categories of business with OBAGI Nu-CilTM technology 44#45Expand our OBAGI Medical® business model internationally $3B market¹ • High consumer focus on beauty and aesthetics • High brand awareness amongst physicians • Low level of competition • In the largest dermatologic conference in the US, the second highest international attendees came from Brazil (10.5%) Source: Company information, American Academy of Dermatology. ¹ Euromonitor International; Beauty & Personal Care, 2022ed, retail value sales, current prices, 2021 fixed ex rates. Market size represents 2021E. Maintain License 4 . ● $25B market¹ Skincare focused markets Established network of physicians Accelerate White space 45#46Continue the strong growth of our OBAGI Medical® business and pursue opportunities that further enhance our brand 1 2 3 Grow our core Expand physician penetration Expand breadth & depth of portfolio Expand internationally 61-6 BRILLE U11 OBAGI + 4 5 Add more Capture opportunities in the device market Build an accessible consumer proposition DRAG SKINTRINSIQ buch screen INTENSIE 192 Powered by the Waldencast Platform OBAGE DRAGI OBAGE MINICA ht ORAGE Sun Shield 46#47The next frontier: introducing an additional OBAGI tool for the physicians to deliver transformative solutions for increased patient satisfaction OBAGI 47#48Our device - first step to complementing and growing our existing product line Maximize patient throughput while maintaining long- lasting results¹ Treatment time in as little as 30 mins² "Clean" "Smooth" "Firm" "Moisturized" Grow base of clinics + retail sale of products 01 #SKINTRINSIO buch screen to skor MORINTRINSIG UBND OBAGE 73% of practices would recommend that other aesthetic practices offer OBAGI SKINTRISIQ™ treatment³ DRAGT OBAGE MINICH Hy OBACT MEDICAL 1 The top responses from patients describing their skin, both immediately and for up to 2 days after their Skintrinsiq ™ treatment. 2 OBAGI management estimates. 3 Company survey as of November 2021, n=15. 4 Company survey as of May 2021, n=97. Sun Shield M 70 Pilot clinics as of 2021 Grow number of patients Before After 80% of patients are either likely or extremely likely to recommend OBAGI SKINTRISIQTM treatment to a friend or colleague4 Build loyalty and frequency of visit "All of our clients love it. We have been able to utilize a variety of OBAGI products with the SKINTRISIQ™ treatment protocols. The clarifying treatments have been nothing short of amazing. We love the machine and continue to find new ways to use it in our practice. Stephanie Pippin, RN 48#49And for consumers, we want to make our products more digitally-accessible with our partners and own DTC platform What we have Emerging eCommerce platform MEDICAL rep Engineering the future of transformative skincare OBAGE ter 30 yean all farged in our legory MacBook Air Tesoring early signat saging today, so you.com wany less tomorrow Launched in Q3 2021 Amplified via network of physician microsites What we plan to do Expand our winning business model further + Stronger functionalities + + Capitalize on offline synergies Acquire and build loyalty with new consumers 49#50And make consumers more aware of the potency of our formulation by stepping up our consumer messaging What we have Cult celebrity VOGUE How Maude Apatow Takes Care of Her Skin While Filming Euphoria 1 didn't really used to do anything with my skin. (1x) was ase kind of good I got lucky, admits Euphoria star Maude Apation. Then when I started working and wearing more makeups, il got a lot worse, so I seeded to come up with a routine this one I've used all through shooting Fageria and it's all worked except this last week when I broke out," she laughs. Apa, who plays Lexi Howard in the HBO series, begins her skin care with a comer and locion by. Obagi Medical before applying lian Dampa Hydrating Es Madla. "Definitely when I'm working my skin gens a lot worse and it's taken me a long time to figure out products that don't make inc NEWBEAUTY February 3, 2002 By Olivia Wohner The Best Skin-Care Products Launching in February Obagi Revivify Multi-Acid Facial Peel ORNA Obey Bely 96% of 700 respondents want OBAGI to share which celebrities love their products² 1. OBAGI Nu-Derm® Toner +40% revenue 1 (over previous period)¹ 2. SOMD IDR +35% revenue (over previous period)¹ What we plan to do Amplify our awareness and endorsements + Amplify 3rd party credentialling directly to consumers 1 Data represents change between 2/17/2022 - 3/31/2022 and 1/5/2022 - 2/16/2022; 2 Company survey as of March 2022, n=95. + Strengthen our digital footprint with strategic SEO + Build a consumer pull model (to the practice and/or online) Building greater awareness through social channels 50#51Build a new consumer proposition to answer the needs of consumers currently not within our audience and channels 1 Clinical testing is one of the top 2 most important purchase drivers in skin care 2 Clinical category is booming in the US and now represent 34% of US skin care sales 3 Growth fuelled by consumer interest with 55% of skin care social conversation on clinical and still growing +3% Coming soon... Source: Independent industry report based on data from 1/1/2021 - 12/31/2021. 4 OBAGI social conversations are growing ahead of the category at +8% 51#52Continue the strong growth of our OBAGI Medical® business and pursue opportunities that further enhance our brand 1 2 3 Grow our core Expand physician penetration Expand breadth & depth of portfolio Expand internationally OME ORIGE with HEALT BEACH HRIGE HALL OB161 #LE HERE VERKE HEIG T MAU #BIGE 9814 OBAGI AGE OBAGI HEAGE www. + 4 5 Add more Capture opportunities in the device market Build an accessible consumer proposition DRAG SKINTRINSIQ buch screen INTENSIE 192 Powered by the Waldencast Platform OBAGE DRAGI OBAGE MINICA ht ORAGE Sun Shield 52#53OBAGI Nu-Derm® important safety information Important safety information for clear, blender and sunfader (contains 4% hydroquinone) CONTRAINDICATIONS: People with prior history of sensitivity or allergic reaction to this product or any of its ingredients should not use it. The safety of topical hydroquinone use during pregnancy or in children (12 years and under) has not been established. Please see Prescribing Information for Clear, Blender, and Sunfader. (https://www.obagi.com/api/sites/default/files/2020-11/NuDerm-Clear-Blender-Sunfader-Pl_0.pdf) WARNINGS: Avoid contact with eyes, nose, mouth, or lips. In case of accidental contact, patient should rinse eyes, nose, mouth, or lips with water and contact physician. Sunscreen use is an essential aspect of hydroquinone therapy because even minimal sunlight exposure sustains melanocytic activity. Contains sodium metabisulfite, a sulfite that may cause allergic-type reactions including anaphylactic symptoms and life-threatening or less severe asthmatic episodes in certain susceptible people. The overall prevalence of sulfite sensitivity in the general population is unknown and probably low. Sulfite sensitivity is seen more frequently in asthmatic than in nonasthmatic people. PRECAUTIONS (ALSO SEE WARNINGS): Treatment should be limited to relatively small areas of the body at one time since some patients experience a transient skin reddening and a mild burning sensation, which does not preclude treatment. Pregnancy Category C: Animal reproduction studies have not been conducted with topical hydroquinone. It is also not known whether hydroquinone can cause fetal harm when used topically on a pregnant woman or affect reproductive capacity. It is not known to what degree, if any, topical hydroquinone is absorbed systemically. Topical hydroquinone should be used on pregnant women only when clearly indicated. Nursing Mothers: It is not known whether topical hydroquinone is absorbed or excreted in human milk. Caution is advised when topical hydroquinone is used by a nursing mother. Pediatric Usage: Safety and effectiveness in children below the age of 12 years have not been established. Use of the product should be discontinued if hypersensitivity to any of the ingredients is noted. ADVERSE REACTIONS: Side effects have been reported with the use of hydroquinone products, including but not limited to, skin rashes, swelling and ochronosis (skin discoloration). If these effects occur, use should be discontinued or adjusted. To report SUSPECTED ADVERSE REACTIONS contact FDA at fda.gov/medwatch or call 1-800-FDA1088. Important safety information for Tretinoin INDICATION: Tretinoin Cream and Gels are indicated for topical application in the treatment of acne vulgaris. Important Safety Information: For Topical Use Only CONTRAINDICATIONS: Use of the product should be discontinued if hypersensitivity to any of the ingredients is noted. Please click here for full Prescribing Information (https://www.obagi.com/api/sites/default/files/tretinoincream-pi.pdf). Precautions: Exposure to sunlight, including sunlamps, should be minimized during the use of Tretinoin Cream and Gel, and patients with sunburn should be advised not to use the product until fully recovered. Patients who have considerable sun exposure due to occupation and those with inherent sensitivity to the sun should exercise particular caution. Use of sunscreen products and protective clothing over treated areas is recommended when exposure cannot be avoided. Weather extremes, such as wind or cold, also may be irritating to patients using tretinoin. Tretinoin Cream and Gel should be kept away from the eyes, the mouth, angles of the nose, and mucous membranes. Topical use may induce severe local erythema and peeling at the site of application. If the degree of local irritation warrants, patients should be directed to use the medication less frequently, discontinue use temporarily, or discontinue use altogether. Tretinoin has been reported to cause severe irritation on eczematous skin and should be used with utmost caution in patients with this condition. Pregnancy: Tretinoin should be used during pregnancy only if the potential benefit justifies the potential risk to the fetus. Adverse Reactions: The skin of certain sensitive individuals may become excessively red, edematous, blistered, or crusted. If these effects occur, treatment should be discontinued or adjusted to a level the patient can tolerate. To report SUSPECTED ADVERSE REACTIONS contact FDA at fda.gov/medwatch or call 1-800-FDA-1088. ● 53#54MAKEUP HYDRO M MAKEUP Milk MAKEUP TIM COOLICAN C.E.O.#55OUR THESIS EXECUTIVE SUMMARY Innovative Products Distinctive Brand Milk MAKEUP Engaged Community + + + ● ● Experienced Team Proven track record Domain expertise Belief in brand 55#56OUR AMBITION: BUILD THE TOP GLOBAL BEAUTY BRAND FOR THE NEXT GENERATION OUR DNA IS BUILT AROUND THEIR VALUES: SELF-EXPRESSION + INCLUSION + COMMUNITY BE 56#57OUR COMMUNITY IS OUR SUPERPOWER OUR DNA IS BUILT AROUND THEIR VALUES: SELF-EXPRESSION + INCLUSION + COMMUNITY D RO DISCO MIX ELLE 202 BAJET GRAND PRIX DEAUTE 2021 With primer Milk vaik 1843 Milk UAE Sheer Finish. Buildable Color HOW What is SNOW MUSHROOM? Ĉ Ö BIONIC Blush PERUN MilkB SILIAR Tomorrow... C 57#58OUR SECRET SAUCE: CLEAN, COOL BEAUTY THAT WORKS UNIQUE + HIGH PERFORMANCE + VEGAN + CLEAN + CRUELTY-FREE MAKEUP MAKEUP MAKEUP + MAKEUP 58#59OUR VALUES ARE ALIGNED WITH THE NEXT GENERATION WE BELIEVE IN DOING THE RIGHT THING FOR OUR COMMUNITY AND FOR THE PLANET CLEAN FORMULAS LET'S TALK ABOUT WHAT "CLEAN" MEANS TO US 82 WE WILL NEVER USE OVER 2,500 CONTROVERSIAL INGREDIENTS. Our products will never contain the controversial and potentially harmful or irritating ingredients on our ingredient Blacklist. including parabens, sulfates, plastic microbeads, and mineral oil HI 84WE SOURCE INGREDIENTS FOR OUR PRODUCTS ETHICALLY AND RESPONSIBLY. For any products containing mica or palm-derived ingredients we only use ethically-sourced and sustainable mica and sustainability certified palm-derived ingredients 01 WE'RE LEAPING BUNNY CERTIFIED CRUELTY-FREE, AND 100% VEGAN. We don't test on animals at any stage. and none of our ingredients are derived from animals €2 83 WE'RE WORKING TOWARDS NEW FORMULAS BEING OVER 80% NATURAL We follow ISO 16128 guidelines, where natural means plant. mineral, and/or microbiologically derived ingredients. We want to bring you products that are as natural as possible. while also not compromising on payoff and performance. MAKE ENO 05 WE'RE CERTIFIED "CLEAN AT SEPHORA We're proud to have Sephora's Clean Seal, which is based on a strict formulation charter prohibiting ever 50 ingredients MAITING P IMPROVING OUR FOOTPRINT SUNSHINE SKIN TINT SPF 30 REFILL CARTRIDGE REDUCES PLASTIC BY UP TO 66% COMPARED TO REPURCHASING FI & SIZE VERSTON PETROLEUM-FREE PLANT-BASED. INKS B MADE U.S.A. RECYCABLE pact SUPPORTING CONSERVATION INTERNATIONAL ON EARTH DAY Milk x RE-INVESTING IN OUR COMMUNITY Milk MAKEUP X THE CENTER June 2021 Updates Here Are Our 5 Commitments to Ourselves and Our Community. FASHION SCHOLARSHIP FUND Represent (Continued) Below is the breakdown of our entire team in June 2021 compared to June 2020: June 2021 Oased on 50 employees who completed the ventary survey EXPOC:38% BLACK OR AFRICAN AMERICAN OR AFRICAN CARIBBEAN 15% ASIAN OR ASIAN AMERICAN 8% HIEMANIC OR LATINX 15% WHITE 56% 197 TWO OR MORE RACES 4% DID NOT DISCLOSE 2 82% WOMEN-IDENTIFYING 36% MENHDENTIFYING 2% GENDER FLUID June 2020 Dased on 4 employe AFRICAN AMERICAN OR AFRICAN CARIBBEAN 9% ASIAN OR ASIAN AMERICAN 9% HISPAN COR LATINK: 14% WHITE 88% 78% WOMEN-DENTIFYING 22% MEN-IDENTIFYING 59#60AN EXPERIENCED LEADERSHIP TEAM TO DELIVER THE PLAN YEARS IN SPECIALTY YEARS AT MILK MAKEUP EXPERIENCE Tim Coolican CEO 20+ 2+ Milk MAKEUP L'ORÉAL Unilever Steve Nguyen Milk CFO 19+ 4+ MAKEUP PEPSICO + L'ORÉAL COVER FX Mazdack Rassi Co-Founder & Chief Brand Officer 25+ 7+ Milk MAKEUP Malk Studios Dianna Ruth Co-Founder and COO 16+ 7+ Milk MAKEUP bliss HARDY benefit CANDY 60#61AN EXPERIENCED LEADERSHIP TEAM TO DELIVER THE PLAN YEARS IN SPECIALTY YEARS AT MILK MAKEUP EXPERIENCE Nilofer Vahora CHIEF MARKETING OFFICER 14 PLANNED START MAY 2022 Milk MAKEUP REBECCA MINKOFF SHISEIDO kate spade NEW YORK Tyler Smart CHIEF CREATIVE OFFICER Milk.. + 13+ 3+ MAKEU MAC SEPHORA Lou Gilgenkrantz HEAD OF INTERNATIONAL 25+ 2+ Milk MAKEUP Too Faced COSMETICS LVMH 61#62OUR ROADMAP IS CLEAR KEY GROWTH LEVERS 1. GROW COMMUNITY 2. INNOVATE ŽIUAE + 3. INTERNATIONALIZE 4. LEVERAGE WALDENCAST PLATFORM wwaldencast 62#63#64MILK MAKEUP KEY FIGURES I EUP + $47M 2021 Net revenue¹ Best-Seller Face Primer at Sephora USA³ 24% 2018-2021 Net revenue CAGR¹ Best-Seller Mascara at Sephora USA³ #2 Clean Brand at Sephora USA² 2.7M Followers in social media4 ¹ Milk financials for 2018 and 2021; 2 Sephora management;³ Sephora website; 4 Includes Instagram, Tiktok, Facebook, Twitter, Pinterest followers as of April 14, 2022 at 2:00pm ET 64#65COLOR COSMETICS: A LARGE, DYNAMIC MARKET MILK MAKEUP HAS SIGNIFICANT HEADROOM AND IS WELL POSITIONED TO WIN $47M 2021 Net Revenue Milk MAKEUP $28BN Premium color cosmetics 2021 $66BN Color cosmetics 2021 $92BN Global makeup opportunity by 2025 MAKEUP IS BACK & BOOMING +23% Y/Y growth in 2021 for U.S. make-up sales¹ NATURAL MAKEUP: A KEY CATEGORY DRIVER +15% 2021-2026 CAGR for global natural cosmetics market size² 90% of U.S. women that are using cosmetics reported applying makeup with skin care benefits¹ Source: Euromonitor International; Beauty & Personal Care, 2022ed, retail value sales, current prices, 2021 fixed ex rates; ¹2021 NPD US Prestige Beauty report by the NPD Group; 2 TechNavio, "Global Natural Cosmetics Market 2022-2026" 65#66A HYBRID BEAUTY BRAND EXPANSION OPPORTUNITIES IN EXISTING AND NEW CATEGORIES MAXEUR MAKE-UP 85% of revenue Lakerst www SKINCARE 15% of revenue FRON AND TAAR ANUAR 66#67HERO PRODUCTS IN DIVERSE CATEGORIES WITH CONSISTENT GROWTH A SOLID BASE FOR FUTURE GROWTH. THE CALLING CARDS OF THE BRAND IN NEW MARKETS. Launch date: % of 2021 revenue: 2021 % growth 2,835 E KEUP HYDRO 2019 22.8% LADERS Hydro Grip Primer $36 68.7% CHOICE allure AWARD WNER Reviews ST OF BEAUT allure 2021 WAND WINNER MAKEU Milk IVIIK 1,182 MAKEUP Sunshine Family¹ $28 - $42 2021 12.2% KEUP 669.6% Star People Reviews² Note: Number of 5-star reviews as per Sephora website on April 18, 2022 at 3pm ET ¹ Includes Sunshine Skin Tint, Sunshine Under Eye Brightening Concealer and Sunshine Oil; 2 Includes 326 5-star reviews for Sunshine Skin Tint, 335 5-star reviews for Sunshine Under Eye Brightening Concealer, and 521 5-star reviews for Sunshine Oil MAKEUP KUSH Mascara $26 4,451 2018 11.9% 70.2% 2020 ESSENCE BEST IN BLACK BEAUTY Reviews 583 Mill MAKEUP Lip + Cheek $21 2016 10.5% 112.5% Reviews 609 Milk MAKEUP 2016 Matte Bronzer $21 5.6% BYRDIE 151.4% 2022 AWARDS ECO BEAUT Reviews 67#68HYDROGRIP: THE "HERO" BLUEPRINT FOR THE FUTURE MULTI-SKU HERO FRANCHISE ~$29M IN SALES SINCE LAUNCH¹ ~69% 2020-2021 GROWTH² MAKEUP HYDRO #1 Primer at Sephora USA ¹ Includes revenue from Hydro Grip Primer, Hydro Grip Setting Spray, and Hydro Grip Eye primer; 2 Includes revenue from Hydro Grip Primer HA MAKEUP TOP 10 Setting Spray at Sephora USA AKEU TOP 5 Eye primer at Sephora USA 68#69HYDROGRIP: A SOCIAL MEDIA PHENOMENON COMMUNITY ADVOCACY IS AT THE HEART OF OUR SUCCESS Note: View count as of April 18, 2022 at 3pm ET 7.9M VIEWS SHON БНОВУ 4.8M VIEWS Will 894K VIEWS 69#70INNOVATION THAT WORKS: A CORE STRENGTH + KEY OPPORTUNITY POST-COVID, INNOVATION WEIGHT WILL ACCELERATE AS CONSUMERS RETURN TO DISCOVERY SHOPPING O 2016 MAKEUP New launches as % of total shipments LIP + CHEEK O 2017 ANKETE BLUR STICK O HAVAIMONI 2018 MOLHADE Soonr ESSENCE BEST IN BEAUTY KUSH MASCARA O 45% EL SA FUR HYDRO 2019 CHOC allure SAN Ho HYDRO PRIMER 29% O 2020 HYDRO SPRAY 24% O- 2021 Milk MUTAL allure BM RENOVATION: SUNSHINE SKIN TINT Star People 37% O-- 2022 GLAMOUR RISE MASCARA 70#71KEY ACCELERATOR: BIGGER "A" LAUNCHES POST-COVID AS CONSUMERS RETURN TO DISCOVERY + PLAY WITH MAKEUP PRODUCT (A) PRODUCT (B) PRODUCT (C) SPRING 2022 RISE MASCARA Launch one future hero product each season BRONZE GLOW Portfolio building blocks launched at same time Cantic Introduce best sellers kits to drive trial SUMMER 2022 A B C FALL 2022 A B C OBJECTIVE TO LAUNCH "A", "B" AND "C" PRODUCTS IN EACH SEASON 71#72#732022 SPRING "A" LAUNCH: RISE MASCARA AN AWARD WINNING, HIGH IMPACT LAUNCH EUR 2022 GLAMOUR beauty award winners BEST CLEAN MASCARA Allianz A MEN RING FIDELI RING VO LE "A KEEPER" -Dominique, DR + MAKEUP 200A- KE RISE MASCARA 73#742022 SPRING "A" LAUNCH: RISE MASCARA OVER 350 MILLION PR IMPRESSIONS YTD ELLE 20 Notable Beauty Products That Launched in February FOR EFFORTLESS LASHES The Best Lengthening Mascaras on Sale for National Lash Day These Hollywood-loved mascaras will give you that fanned out flutter without falles. 37 Beauty Products With Such Good Reviews You May Want To Test Them Yourself Here's to hoping you have some spare room in your makeup bag. TRENDHUNTER CREATE THE FUTURE Sa formule est carrément révolutionnaire. Composée à 93% d'ingrédients naturels, elle soulève les cils pour un volume aérien Lifting Vegan Mascaras Niata applis RISE Mascara Sans mascara Rise billie Les 15 meilleurs mascaras pour tous les budgets 5. Rise de Milk Makeup Avec mascara Rise LIKE BUTY & MAKEUP FASHION The February 2022 Beauty Launches You Need to know About Including a new mascara guaranteed to be a best-seller, a scrumptions new scent and a mail collection to put you in the mood for spring By Manalood Date February 2, 2002 FASHION BEAUTY CULTURE LIVING RUNWAY THE GET VIDEO VOGUE CLUB PHOTOVOGUE VOGUE BY LAUREN VALENTI February 17, 2022 The 15 Best Clean Mascaras That Will Lift and Lengthen Your Lashes 74#75OUR ROADMAP IS CLEAR KEY GROWTH LEVERS 1. GROW COMMUNITY 2. INNOVATE ŽIUAE + 3. INTERNATIONALIZE 4. LEVERAGE WALDENCAST PLATFORM wwaldencast 75#76GROWTH OPPORTUNITY: EXPAND OUR COMMUNITY WITH GEN-Z AND BEYOND MILK AWARENESS BY AGE¹ Grow awareness across all consumer segments GEN-Z 100 Index² MILLENNIAL 84 Index GEN-X 68 Index ¹Survey conducted June 11-21, 2020 with female participants ages 13-64 who have purchased beauty products for themselves in the past 3 months and do not work in the beauty industry; 2 100 implies 82% brand awareness for Gen-Z BOOMER 60 Index + STRATEGY 1. EXPRESS BRAND VALUES 2. EXPAND PRODUCT OFFERING 3. BUILD NEW TOUCHPOINTS 76#77GROWTH OPPORTUNITY: EXPAND + MONETIZE COMMUNITY LARGE, ENGAGED, ELUSIVE COMMUNITY Existing Community: ✔ Tik Tok 568.2k followers Future Potential Community: facebook Source: Company information as of April 26th, 2022 Instagram 101k followers 2 million followers Discord ► YouTube 88.4k subscribers P Pinterest 964k monthly views + twitch twitter 62.5k followers Linked in 70.8k followers ROBLOX 77#78OUR BRAND VALUES ALIGN WITH THE NEXT GENERATION WE BELIEVE THESE WILL BECOME "WORLD VALUES" AND BE A POWERFUL LEVER FOR GROWTH I Natural, non-toxic ingredients are the biggest consideration I for younger generations when shopping I for beauty products¹ I 81% Iof Gen Z consumers view I I I I social impact and sustainability as important factors to their purchase decision² Gen Z consumers are increasingly focused on a company's mission and purpose³ ¹Klarna 2021 Beauty Survey; 2 Cowen (October 2021);³ McKinsey & Co. GOOD FOR YOU FORMULAS IMPROVING OUR FOOTPRINT INVESTING IN OUR COMMUNITY ve 255 OUR VALUES ALIGN WITH THE NEXT GENERATION B RICELE Cruelty Free INTERNATIONAL PLANE COALITION Milk MAKEUP X TM EST pact FASHION SCHOLARSHIP FUNDS PARABEL Ø FREE Milk MAKEUP X grevolution THE CENTER How2Recycle clean vegan cruelty-free 99% natural ✓ More environmentally friendly packaging ✓ Product refills January 2022 Updates Here Are Our 5 Commitments to Ourselves and Our Community. 78#79MILK MAKEUP HAS CREDIBILITY ON THE FUTURE DRIVERS WE BELIEVE THESE WILL BECOME "WORLD VALUES" AND BE A POWERFUL LEVER FOR GROWTH SHOP - January 28, 2022 7 top-rated vegan mascaras you can feel good about adding to your makeup routine Streamlining Your Make VEGAN AND CRUELTY- FREE PRODUCTS MILK MAKEUP KUSH High Volumizing Mascara COUVREA Simple rallies by paling Blur Stick and Color Chalk Multi-Use Pq Price: $25 From Milk Makeup BREAK-THROUGH INNOVATIONS Formulated with hemp-denved cannabis seed oil and vegan "beeswax this top-rated mascara will leave you with thick, soft, fluffy beautiful eyelashes. 9 Vogue editors reve their honest thoughts on Milk Makeup Milk LEADING EDGE OF POP CULTURE MITTIC Malk Milk Makeup Milk Makeup is cult-loved for its fun and effective formulas that still work for any minimalist out there. With items like the Sunshine Skin Tint, it'll no longer be an issue to wear your skin tint and SPF separately. Cultivate a simple routine by pairing it with the Blur Stick and Color Chalk Multi-Use Powder Pigment for some subtle (or not-so-subtle) everyday color. 10 Things That Delighted Us Last Week: From Mud Masks to Yoga Mats Everything You Need To Recreate 'Euphoria' Makeup Looks At Home A holographic highlighter The "Euphoria" girlies are all about the holographic looks, and the Milk Makeup holographic stick is as good as it gets. It's a best-selling cream highlighter stick made with meteorite powder, twilight pearls and hydrating butters and oils that make it super-blendable and velvety smooth. Milk MAKEUP SAVE WINNER ON THE MOST IMPORTANT PLATFORM Blush Again, your complexion is meant to give off the "I wake up like this vibe despite the fact you obviously did not. A stroke of a pink cream blush atop your checks will give life to your skin when your makeup feels underwhelming. Milk's cream blush blends in with the skin for a natural and san-kissed look that isn't easy to achieve with other powder formalas. Go off with the blush and make Beyoncé proud, mama! Milk Makeup Hydro Grip Primer These Are The Only Beauty Products You Need to Achieve TikTok's Favorite 'No-Makeup, Makeup Look' EUR popular senes" The Hydro Grp Prer has become a populor one as of late on TTo The be chance you've seen a 4 percent natural ga forma induced with hang dened annab seed and blue agaxtract apparently can hold your mukup for up to 12 hours HYBRID SKINCARE- MAKEUP DRIVING THE FUTURE throughout the pandemic. HYDRO About by Trend ally These Beauty Products Will Be the Next Big Thing, According to TikTok As of late, TikTok has been one of the biggest indicators of what the hottest beauty products are. Billie Eilish's Grammys Glam Included the Ultimate Mascara Hack Here are all the products she used. Kara Nesvig MARCH 16.2021 Kevin Mazur/Getty Images for The Recording Academy Billie's go-to makeup artist Rebert Rumsey, who has styled the star for magazine shoots and music videsas alike, shared create the details of Billie's glam in an Instagram post. ber naturally glowing look, he used only Milk Makeup products Robert gave us in-depth details about which products he used and any application techniques, just in Gise you want to try your hand at a Billie-esque look at home. FOR THE FIRST TIME IN 4 YEARS CELEBRITY- FAVORITE The real secret to Sarah Jessica Parker's glow Carrie Bradshaw's multitasking affordable makeup essentials are revealed, and we've added them to our virtual basket... Mill MAKEUP Mik Makeup Mini Lip Cheek, 16.00/520 Cut Beauty 79#80MILK MAKEUP: A FAVORITE WITH KEY CELEBS With luxury products including Tom Ford's Shade and Illuminate (£112/ $150) and the Koh Gen Do Maifanshi Moisture Foundation (£70/ $79) all packed into Carrie's makeup bag, it seems like the routine might almost as much as a pair of her beloved Manolo's. f y Р But there are two glow-getting affordable fan favourites that stand out: Milk Makeup Mini Lip + Cheek, and Stila Convertible Color, both multi-tasking makeup finds that each come in at around £16 ($25). Olivia Rodrigo Breaks Down Her Beauty Routine Grammy nominee Olivia Rodrigo shared her go-to skincare, makeup, hair products. y MARENAH DOBIN FEB 20 2022 100 PM TAGS Ordinary. Living po pionce KUSH MASCARA = TeenVOGUE STYLE POLITICS CULTURE IDENTITY VIDEO KEVIN MAZUR/GETTY IMAGES FOR THE RECORDING ACADEMY seventeen CELEBS RETAILER/GETTY IMAGES/DESIGN BY YOORA KIM Billie Eilish's Grammys Glam Included the Ultimate Mascara Hack ann STYLE FIR SOW GE FIBER B ROSH FIBRE CIL KUSH F SUMMIT SHOPPING BEAUTY Makeup LIFE & POLITICS HEALTH & WELLNESS SUBSCRIBE Hailey Bieber Swears by this $20 Brow Gel NEWSLETTER SIGN IN 80#81GROWTH OPPORTUNITY: INNOVATE INTO NEW PRODUCTS / CATEGORIES IN EXISTING AND NEW CATEGORIES Make-up Category Expansion Mascara $2.3B Foundation / Concealer $4.6B Skincare $23.3B Active + Whitespace Milk Categories¹ Established Primer³ $0.3B Lash & Brow $1.2B Haircare $15.5B Emerging Blusher & Bronzer $0.7B Lip $3.3B Bath / Shower $10.4B Whitespace² ¹Market sizes reflect 2021E data for the USA market; Euromonitor International; Beauty & Personal Care and Color Cosmetics in the US, 2022ed, retail value sales, current prices, 2021 fixed ex rates; 2 Areas where management believes product offering expansions or introduction of new categories are possible; ³ Primer refers to EMI's category BB/CC creams and skin tints refers to EMI's premium foundation / concealer Skin Tints $2.9B Shadow $0.6B Fragrance $11.5B Milk Makeup has the opportunity to grow through innovation and launches Milk v/s Other Leading Make-Up Specialist Brands 330 SKUS 1,500-7,000 SKUS 81#82EXCITEMENT AND IMPACT IN NEW MARKETS UK LAUNCH me GOOD INGENTS-ERIC PAYOFF Bolk MAKEUP TAKE WYKEN SEPHORE DUBAI LAUNCH www ht SEPHORA WHERE your beauty BEATS L th O 0000 SPAIN LAUNCH FRANCE LAUNCH 82#83GROWTH OPPORTUNITY: EXPANSION WITHIN SEPHORA IN EXISTING AND NEW MARKETS CRUELTY-FREE. PARABEN-FRE SEPHORA MADE LIVE Front of store takeover in Sephora Dubai flagship KUSHG SEPHORA TIMES SQUARE TAKEOVER MILK MART KUSH Pop up store in Sephora Time Square Molk MAKEUP Front of store takeover in Sephora Champs Elysees 3.6 ¹ Data provided by Sephora; Sephora doors include Kohl's and SiJCP 1st Gondola 50 doors, all 2 bay Mik BAD-ASS RISK TAKING LAUNCH OF THE YEAR HAH Current 3 bay gondola Unprecedented KUSH launch support SUNSHINE SKIN TINT PONTY-PACE OR BUS Milk SST US front of store takeover Megan The Stallion Milk MAESUP MILK Ad in Times Square Sephora Door Penetration¹ 100% 1,335 1,335 Strong position in Sephora today with room to grow USA 100% 82 82 Canada Sephora Customer Penetration 20% * 16% 1,454 Percentage of Sephora shoppers aware of Milk Makeup 233 Europe 22% 80 Middle East 21 Vast opportunity to further win share with Sephora's customer base = 16% Percentage of brand-aware Sephora shoppers who purchased Milk Makeup Total Sephora doors Milk Sephora doors 200+ China / SE Asia 50% 24 AUS / NZ 3% Milk penetration of Sephora clientele 12 83#84GROWTH OPPORTUNITY: EXPANSION ACROSS GEOGRAPHIES IN EXISTING AND NEW MARKETS ~1,300 of 2,900+ milkmakeup.com only ships to the U.S. today Note: Door counts represent expansion opportunities in brick and mortar stores Source: Retailer company websites + ~200 of 6,200+ Tremendous whitespace for untapped department store + eCommerce distribution + Current Milk Presence in Brick & Mortar Expansion Opportunity 84#85GROWTH OPPORTUNITY: D2C IN EXISTING AND NEW MARKETS Current proportion of total net sales¹ Source: Company information ¹ Refers to FY2021 net sales 92% 8% % DTC 80% Our goal 20% % Other STRATEGY 1. BEST IN CLASS SITE 2. BEST IN CLASS PARTNERS 3. BEST IN CLASS TEAM 4. LEVERAGE NEW PLATFORMS 85#86GROWTH OPPORTUNITY: GROSS MARGIN TO UNLOCK FUEL IN EXISTING AND NEW MARKETS 44.6% 2018A Source: Company information 54.0% 2019A 40.7% 2020A 53.7% 2021A 58.6% 2022E 62.7% 2023E STRATEGY 1. PREMIUMIZE 2. OPTIMIZE PORTFOLIO MIX 3. OPTIMIZE CHANNEL MIX 4. OPERATIONAL EFFICIENCY 86#87OUR ROADMAP IS CLEAR KEY GROWTH LEVERS 1. GROW COMMUNITY 2. INNOVATE ŽIUAE + 3. INTERNATIONALIZE 4. LEVERAGE WALDENCAST PLATFORM wwaldencast 87#88AW Financial Overview DAYBY#89Net sales ($mm) Adjustments for 2021 actuals Growth % $94 '18A-'23E CAGR: 18% $130 $117 $90 $179 $79 ✓ $168 $190 $213 2018A 2019A 2020A 2021A 2022E 2023E N/A 37.9%1¹ (30.8%)¹ 98.5% 6.5% 11.9% OBAGI financial profile Gross profit ($mm) Adjustments for 2021 actuals $69 '18A - '23E CAGR: 19% Margin 73.4% % $104 $90 2018A 2019A $71 $60 $136 $127 $150 $168 2020A 2021A 2022E 2023E 79.7%¹ 79.2%¹ 76.3% 78.7% 78.8% Adjusted EBITDA ($mm) Adjustments for 2021 actuals $18 '18A-'23E CAGR: 28% $24 $7 $44 $42 $50 $63 2018A 2019A 2020A 2021A 2022E 2023E Margin 19.4%³ 18.4%3 8.2%³ 24.4% 26.1%² 29.6%² % MX Note: OBAGAI financials exclusive of China business for all periods presented; % growth and margin are based off budgeted numbers Source: OBAGI financials for the periods from 2018 to 2020, management estimates for the periods from 2021E to 2023E 1 In fiscal year 2021, OBAGI implemented certain contractual modifications that adjust its reporting of revenue for services provided by certain distributers on behalf of OBAGI. For the purpose of comparability with forecasted financials, the pro forma historical financials presented for FY2019 and FY2020 herein reflect estimates of the Net Revenue that would have been recognized by OBAGI had such contractual changes been in effect in prior periods. These contractual modifications and adjusted reporting of revenue have no impact on OBAGI Adjusted EBITDA; 2 OBAGI financials inclusive of 5.5% royalty; 3 OBAGI Adjusted EBITDA is a non-GAAP measure. For a reconciliation of OBAGI Adjusted EBITDA to net income, the most comparable GAAP measure, see appendix 89#90Growth % MW $25 2018A 58.9% Net sales ($mm) $51 2019A 105.3% '18A-'23E CAGR: 33% $40 2020A (22.2)% $47 2021A 19.1% $66 2022E 40.2% financial profile $101 2023E Milk MAKEUP 53.0% Source: Milk financials for the periods from 2018 to 2020, management estimates for the periods from 2021E to 2023E Adjustments for 2021 actuals Margin % $11 2018A Gross profit ($mm) 44.6% $27 2019A 54.0% '18A-'23E CAGR: 42% $16 2020A 40.7% $25 $23 2021A 53.7% $39 2022E 58.6% $63 2023E 62.7% 90#91OBAGI stand-alone Milk stand-alone Li Adjustments for 2021 actuals Growth % Net sales ($mm) $119 $25 $94 N/A '18A - '23E CAGR: 21% $181 $51 $130 $130 $40 51.9%³ $90 $226 (28.4%)3 $47 $168 $256 $101 $66 $314 $190 2018A 2019A 2020A 2021A 2022E 2023E $213 74.3% 13.5% 22.5% OBAGI + Milk MAKEUP combined financial profile Gross profit ($mm) ■OBAGI stand-alone ■ Milk stand-alone Li Adjustments for 2021 actuals $80 $11 $69 '18A-'23E CAGR: 24% $131 $27 $104 $87 $16 $71 $162 $39 $23 $127 $189 $63 $231 $150 $168 2018A 2019A 2020A 2021A 2022E 2023E Margin 67.4% 72.5%³ 67.4%³ 71.6% 73.6% 73.6% % Adjusted EBITDA ($mm) OBAGI stand-alone Milk stand-alone Public company costs Adjustments for 2021 actuals Margin % $5 $18 ($13) '18A-'23E CAGR: 73% $17 $24 ($7) $39 $50 $5 $42 $504 $7 ($11) ($3) ($5) ($4) $75 $17 $634 ($5) 2018A 2019A 2020A 2021A 2022E¹ 2023E¹ 4.1%5 9.4%5 (2.7)%5 17.2% 19.6%1 24.0%1 Note: OBAGI financials exclusive of China business NX 1 Total combined company adjusted EBITDA reflects deduction of $5mm for public company costs; 2 Discrepancies in arithmetic are due to rounding; 3 In fiscal year 2021, OBAGI implemented certain contractual modifications that adjust its reporting of revenue for services provided by certain distributers on behalf of OBAGI. For the purpose of comparability with forecasted financials, the pro forma historical financials presented for FY2019 and FY2020 herein reflect estimates of the Net Revenue that would have been recognized by OBAGI had such contractual changes been in effect in prior periods. These contractual modifications and adjusted reporting of revenue have no impact on OBAGI's EBITDA; 4 OBAGI financials inclusive of 5.5% royalty; 5 OBAGI, Milk and combined company adjusted EBITDA are non-GAAP measures. For a reconciliation of OBAGI, Milk and combined company adjusted EBITDA to net income, the most comparable GAAP measure, see appendix 91#92MW Transaction Overview#93OBAGI Milk MAKEUP transaction summary ■ + ■ Implied pro forma enterprise value of ~$1.2 billion ■ Waldencast to combine substantially concurrently with OBAGI and Milk - Implies a 24.7x post-money FV / 2022E Adj. EBITDA³ and 16.5x FV / 2023E Adj. EBITDA³ Concurrent with the transaction, Waldencast has raised $105 million of committed PIPE at $10.00 per share Existing shareholders of OBAGI and Milk to maintain ownership of approximately 18% and 14% respectively OBAGI shareholders to retain OBAGI China distribution with an ongoing royalty paid to Waldencast Members of our sponsors investing an additional $160m of committed capital through the FPA (at the top of the range of their $130m to $160m FPA commitment), resulting in a significant ownership in the company² ■ Third-Party investors allocating $173m of committed capital through an FPA4 ■ Assuming no redemptions, cash to sellers of $520m comprising $380m to Obagi and $140m to Milk Pro forma enterprise value ($mm) Obagi enterprise value Milk enterprise value Pro forma enterprise value Implied 2022E Adj. EBITDA multiple³ Implied 2023E Adj. EBITDA multiple³ 3rd party FRA 13.5% Founders & sponsor members (FPA + promote)¹ 19.2% 6 PIPE investors 8.2% $858 $382 $1,240 Pro forma ownership5 24.7x 16.5x OBAGI shareholders 17.8% Milk shareholders 14.3% SPAC public shareholders 26.9% Note: The analysis and capital structure shown is at $10 per share and does not reflect the impact from potential warrant and option dilution, or trust redemptions; 1 Includes 16.0mm FPA shares and 8.6mm shares of founder promote; 2 Members of our sponsors have entered into forward purchase agreement to purchase 16 million units, exercising their option therein, issued and sold by the Company on a private placement basis. Each unit is comprised of one Class A ordinary share of the Company and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share; 3 EBITDA reflects deduction of $5mm for public company costs; 4 Sponsor is managing member of the Third-Party and therefore may be deemed beneficial owner. The Third-Party entered into forward purchase agreement to purchase 17.3 million units, exercising their option therein, issued and sold by the Company on a private placement basis in connection with the consummation of the Business Combination. Each unit is comprised of one Class A ordinary share of the Company and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share; 5 Reflects the pro forma ownership of Class A and Class B ordinary shares of the Company, excluding potential Class A ordinary shares from dilutive securities, following the Business Combination assuming no redemptions; 6. Includes Burwell Mountain Trust's ownership interest of 6.1%, Dynamo Master Fund's ownership interest of 10.8%, Waldencast Ventures' ownership interest of 2.2% and the Investor Directors ownership interest of 0.1%. MX 93#942021 E-2023E Revenue CAGR 2022E Adj. EBITDA Margin¹ 2023E Adj. EBITDA Margin¹ 2021E-2023E Adj. EBITDA CAGR¹ MX waldencast AW 21% 20% 24% 40% L'ORÉAL 10% 24% 24% Peer benchmarking 12% ESTEE LAUDER 10% 24% 25% 12% Source: Historical data from company filings; projections from FactSet as of 04/22/2022 ¹ 2022 and 2023 EBITDA reflects deduction of $5mm for public company costs BEAUTY elf eyes lips face 8% 20% 20% 17% OLAPLEX. hydrafacial 31% 63% 60% 23% 25% 15% 20% 58% HIGH-GROWTH CONSUMER lululemon athletica 19% 26% 26% 20% align OFIGS 21% 29% 30% 26% 32% 22% 23% 26% PEER GROUP AVERAGE 19% 28% 29% 24% 94#952022E FV/ Revenue 2023E FV/ Revenue 2022E FV/ Adj. EBITDA 2023E FV/ Adj. EBITDA MX Trading metrics for relevant peers wwaldencast AW 4.8x 3.9x 24.7x¹ 16.5x1 L'ORÉAL 5.2x 4.9x 21.8x 20.2x ESTEE LAUDER 5.1x 4.7x 20.9x 19.0x BEAUTY elf eyes lips face 3.5x 3.3x 17.8x 16.1x Waldencast implied multiple at $10/share Source: Historical data from company filings; projections from FactSet as of 04/22/2022 1 EBITDA reflects deduction of $5mm for public company costs OLAPLEX. hydrafacial lululemon athletica 12.6x 10.0x 19.9x 16.6x 5.5x 4.4x 36.5x HIGH-GROWTH CONSUMER 22.1x 6.3x 5.5x 24.7x 21.0x align 5.8x 4.7x 19.9x 16.0x OFIGS 5.1x 3.9x 23.1x 17.2x PEER GROUP AVERAGE 6.1x 5.2x 23.1x 18.5x 95#96MW Appendix#97OBAGI $mm Net income / (Loss) Interest Taxes Depreciation & Amortization Adjusted EBITDA MX Consoli- dated (9.2) 6.3 (5.1) 13.4 $5.4 2020 Carve- out (2.3) 0.0 0.4 ($1.9) Adjusted EBITDA reconciliation Post carve-out (6.8) 6.3 (5.1) 13.1 $7.4 Consoli- dated 5.8 6.8 (1.6) 12.9 $24.0 2019 Carve- out I Post carve-out 5.8 6.8 (1.6) OBAGI MEDICAL 12.9 $24.0 Iderm® Se Serum ELASTIderm ELAST Facial Serum 1 fl. oz. (30mL) Milk $mm Net income / (Loss) Interest Taxes Depreciation & Amortization Adjusted EBITDA MAKEUP 2020 (12.9) 0.3 I 1.7 ($10.9) 2019 (11.0) 1.4 2.5 VILLE ($7.1) 97#98THE OBAGI enterprise value Net debt¹ OBAGI OBAGI + Milk MAKEUP transaction detail Equity value Less: promote and fees Equity value to OBAGI owners ($mm) $858 106 $752 (97) $655 Source: Management estimates; 1 As of December 31, 2020; 2 As of June 30, 2021. Milk MAKEUP Milk enterprise value Net debt (cash)² Equity value Less: promote and fees Equity value to Milk owners ($mm) $382 (8) $390 (50) $340 98

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Second Quarter 2022 Earnings Presentation image

Second Quarter 2022 Earnings Presentation

Consumer

TATA CONSUMER PRODUCTS Earnings Update image

TATA CONSUMER PRODUCTS Earnings Update

Consumer

Aeva Results Presentation Deck image

Aeva Results Presentation Deck

Consumer

Despegar Investor Day Presentation Deck image

Despegar Investor Day Presentation Deck

Consumer

Vroom Investor Day Presentation Deck image

Vroom Investor Day Presentation Deck

Consumer

Solo Brands IPO Presentation Deck image

Solo Brands IPO Presentation Deck

Consumer

Arrival Results Presentation Deck image

Arrival Results Presentation Deck

Consumer

Bed Bath & Beyond Results Presentation Deck image

Bed Bath & Beyond Results Presentation Deck

Consumer