Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a
global multi-brand beauty and wellness platform, today announced
that it furnished its results for the year ended 2023 (“FY2023
Financials”) on Form 20-F to the U.S. Securities and Exchange
Commission, which are also available on the Company's investor
relations site at http://ir.waldencast.com/.
Michel Brousset, Waldencast Founder and CEO,
said: "As noted previously, 2023 was a year of transition as we
implemented transformative changes to Obagi Skincare to strengthen
its foundations in support of its future growth and actioned
strategies that drove accelerated performance at Milk Makeup. In
total, Waldencast delivered Group U.S. GAAP Net Revenue of $218.1
million; Group Combined Comparable Net Revenue growth of 15.3% from
2022 to reach $212.5 million; and Group Combined Adjusted EBITDA
improved by $33.2 million against 2022 to $24.4 million. Whilst
restructuring initiatives in Southeast Asia associated with delays
in receiving product registrations moderated Obagi Skincare's
overall revenue performance in FY2023 resulting in Obagi Comparable
Net Revenue of $112.0 million, the Obagi Skincare business saw
strong growth across the U.S. and its international business
excluding Southeast Asia and in total recorded a $30.6 million
improvement in Adjusted EBITDA to $20.8 million, up from ($9.8)
million in 2022."
"Milk Makeup achieved strong full year results
for FY2023 with Net Revenue of $100.5 million, growing 38.6% vs.
2022 on a full year basis and Milk Adjusted EBITDA of $18.4 million
vs. $6.9 million in 2022, driven by the successful implementation
of its strategies, resulting in strong growth on core product
category pillars, block buster innovations, and robust
internationalization."
"We believe the changes made during 2023
position us for a bright future with sales momentum building
positively in the first quarter of 2024," Mr. Brousset continued.
"To this end, we expect that Group Comparable Net Revenue for Q1
2024 will grow by approximately 20% vs. Q1 2023 Group Comparable
Net Revenue of $56.1 million, with topline growth acceleration
continuing through 2024. Group Adjusted EBITDA Margin for FY2024 is
expected to expand to the mid-teens, driven by further improvement
of gross margin, efficient investments in sales and marketing
growth drivers, and dilution of fixed costs. Adding to the
excitement of our business outlook are the favorable responses to
our innovation across Obagi Skincare and Milk Makeup, with
particular strength in our Cooling Water Jelly Tints and Obagi
Hydro Drops Eye Gel. Overall, we remain excited about the
opportunities that lie ahead and remain focused on delivering on
our mission to build a best-in-class beauty and wellness
multi-brand platform by creating, acquiring, accelerating and
scaling the next generation of high-growth, purpose driven brands"
concluded Mr. Brousset.
Fiscal Year 2023 Highlights
On July 27, 2022 (the “Closing Date”),
Waldencast consummated the business combination (“Business
Combination”) with Obagi Global Holdings Limited (“Obagi Skincare”)
and Milk Makeup LLC (“Milk Makeup”). The results below set out
certain key performance highlights for the business for the periods
presented in the FY2023 Financials. When reading the FY2023
Financials and this release, you should note there is a clear
division between the “predecessor” period that includes
consolidated financial statements up to the Closing Date and
“successor” period that includes all periods after the acquisition
date. The predecessor and successor results shown on a U.S. GAAP
basis are not comparable, as the successor period includes the
consolidated financial statements of Waldencast, Obagi Skincare and
Milk Makeup, whereas the predecessor period includes only Obagi
Skincare’s financial statements. We have included U.S. GAAP numbers
for the period FY2022 but note that they are presented primarily to
inform the components of the non-GAAP metrics and do not allow for
comparability for the periods presented for the reasons stated
above. Please refer to our 2023 20-F filed with the SEC on April
30, 2024 for further information. Please also refer to the
definitions and reconciliations set out further in this release
with respect to certain adjusted non-GAAP measures discussed below
which are included to provide an easier understanding of the
underlying performance of the business given the above but should
not be seen as a substitute for the U.S. GAAP numbers presented in
our 2023 20-F.
Waldencast
- Group Net Revenue and
Combined Comparable Net Revenue: U.S. GAAP Net Revenue was
$218.1 million in 2023, and $166.1 million in 2022. Removing the
China Business and including Milk Makeup in the comparable period
for 2022, Group Combined Comparable Net Revenue was $212.5 million
in 2023, up 15.3% from $184.3 million in 2022.
- Group Net Income/Loss and
Adjusted EBITDA: Net loss was $106.0 million in 2023, and
$141.6 million in 2022. Adjusted EBITDA was $24.4 million in 2023,
compared with $(15.9) million in 2022.
- Group Combined Adjusted
EBITDA: Combined Adjusted EBITDA was $24.4 million (11.2%
Adjusted EBITDA Margin) during 2023, compared with ($8.8) million
during 2022.
Obagi Skincare
- Obagi Net Revenue and
Comparable Net Revenue: For Obagi Skincare, U.S. GAAP Net
Revenue was $117.7 million in 2023, compared with $134.9 million in
2022. Obagi Comparable Net Revenue was $112.0 million in 2023,
compared with $111.8 million in 2022.
- Obagi Net Income/Loss and
Adjusted EBITDA: Obagi Skincare recorded a Net Loss of
$32.2 million in 2023, compared with a Net Loss of $114.8 million
in 2022. Obagi Adjusted EBITDA was $20.8 million in 2023, compared
with $(9.8) million in 2022.
Milk Makeup
- Milk Net Revenue and
Combined Net Revenue: For Milk Makeup, U.S. GAAP Net
Revenue was $100.5 million in 2023. Milk Combined Net Revenue was
$72.5 million for 2022, resulting in a 38.6% growth across periods
on a comparable basis.
- Milk Net Income/Loss and
Adjusted EBITDA: Milk Makeup recorded a Net Loss of $5.6
million in 2023, compared with a Net Loss of $13.8 million in 2022
on a comparable basis. Milk Adjusted EBITDA in 2023 was $18.4
million, compared with comparable Milk Adjusted EBITDA of $6.9
million in 2022, driven by continued strong sales growth globally
and improving gross margin.
Balance Sheet and Liquidity
- Liquidity: As at
December 31, 2023, Waldencast had net debt of $141.8 million,
including $21.1 million in cash and cash equivalents. This compares
to net debt of $176.1 million as at December 31, 2022, including
$8.7 million of cash and cash equivalents. Total cash flow in the
period January 1, 2023 to December 31, 2023 was $12.4 million,
including proceeds from the private placement conducted by
Waldencast in September 2023. The RCF facility of $50 million was
undrawn as of December 31, 2023.
- Outstanding
shares: As of April 15, 2024, the Company had 122,189,142
ordinary shares outstanding, consisting of 109,703,729 Class A
ordinary shares outstanding and 12,485,413 Class B ordinary shares
outstanding. As of December 31, 2023, the Company had 122,076,410
ordinary shares outstanding, consisting of 101,228,857 Class A
ordinary shares outstanding and 20,847,553 Class B ordinary shares
outstanding. Fully Diluted Shares decreased from 129,695,296 at
December 31, 2023 to 126,341,388 as of April 15, 2024, primarily
driven by forfeitures of unvested shares and lower in-the-money
dilutive instruments. As of April 15, 2024, 59,843,155 Class A
ordinary shares remain subject to contractual lock-up arrangements
entered into in connection with the September 2023 private
placement, of which (i) 7,159,376 are locked until May 8, 2024,
(ii) 31,205,649 are locked until September 14, 2024 and (iii)
21,478,130 are locked until November 8, 2024. Contractual lock-ups
previously applying to former members of Milk Makeup and founders
expired during the course of 2023. Further details regarding the
duration of these lock-ups are set forth in our 2023 20-F.
Obagi Skincare
Obagi Skincare is a flagship well established
brand in the physician dispensed market, one of the most attractive
sub-segments of premium skin care in the U.S. Obagi Skincare's
mission is to partner with skincare professionals to deliver
transformative skin results to patients worldwide. With its
breakthrough technology and clinically proven results, Obagi
Skincare unlocks high loyalty from both consumers and physicians,
and we believe is well positioned to answer the growing consumer
need for clinically proven skin care, while also paving the way for
the brand to expand into other categories.
As previously reported, in 2023, Obagi Skincare
implemented a number of initiatives designed to accelerate the
transformation of the brand and deliver on its ambitious mission,
both domestically and internationally. These initiatives
included:
- the hiring of a new management team
for Obagi Skincare, including for the strategic Southeast Asia
region;
- devising and taking steps to
implement a strategy to expand and modernize the brand aimed at
building broad-based awareness;
- building on science-led product
innovation with new launches, including the award-winning Hydrate
Light® Gel Cream Moisturizer and the category-expanding Rebalance
Skin Barrier Recovery Cream;
- strengthening its digital
capabilities to better serve consumers and physicians; and
- strengthening the brand’s presence
internationally, including a strategic reset in Southeast Asia with
the previously announced acquisition in Vietnam of the legacy
Southeast Asia distributor and setting up of a local organization
to support a direct distribution model in the region.
In 2023, Obagi Skincare achieved U.S. GAAP Net
Revenue of $117.7 million, compared with $134.9 million in 2022.
Excluding sales from the China Business, in 2023 Obagi Skincare
delivered Obagi Comparable Net Revenue of $112.0 million in 2023,
compared to $111.8 million in 2022. The low growth in revenue was
related to the loss in revenue related to the Southeast Asia
Distributor which offset revenue growth in the U.S. and
International Distributors.
Obagi Skincare recorded a U.S. GAAP Net Loss of
$32.2 million in FY 2023. Obagi Adjusted Gross Profit
was $83.7 million, up from $53.6 million in FY 2022.
Obagi Adjusted EBITDA was $20.8 million in 2023, compared with
($9.8) million in the prior period.
Milk Makeup
Milk Makeup is a leading, award winning,
prestige, clean makeup brand with unique products, a strong
following among Gen-Z consumers and a growing global presence. Milk
Makeup has built an organic following through a diverse and
inclusive community known for its cultural relevance and iconic
products. In 2023, Milk Makeup was the number 2 clean makeup brand
at Sephora U.S., bringing a relevant promise of cool, clean, makeup
that works.
During 2023, Milk Makeup delivered growth
through a balance of hero products and new innovation and grew
domestically while significantly accelerating internationally. This
translated into strong financial performance with U.S. GAAP Net
Revenue of $100.5 million (+38.6%) in 2023, a gross margin of 64.7%
and Net Loss of $5.6 million. Milk Adjusted EBITDA was $18.4
million in 2023, compared with $6.9 million in 2022 driven by
continued strong sales growth globally and improving gross
margin.
In 2023, Milk Makeup advanced on its key
strategic goals via:
- Successfully bringing market
leading innovation with three high profile launches: Pore Eclipse
Powder and Contouring Sticks (building upon existing hero
franchises Pillars Pore Eclipse and the brand’s stick format) and
Odyssey Lip Oil Gloss;
- Accelerating awareness through
community buzz, with Earned Media Value in the U.S. exceeding $200
million and growing +43% against 2022;
- Building credibility through
editorial award wins, with 31 product awards in 2023 from
prestigious titles including Allure, Cosmopolitan, Glamour and
Elle; and
- Expanding the brand presence in
high demand markets such as the U.S. via Kohl’s, the U.K.,
Columbia, Chile and Germany.
Financial Overview
In accounting for the Business Combination,
Waldencast was deemed to be the accounting acquirer, and Obagi
Skincare was deemed to be the predecessor entity for purposes of
financial reporting. Under the acquisition method of accounting,
Waldencast’s assets and liabilities retained their carrying values
and the assets and liabilities associated with Obagi Skincare and
Milk Makeup were recorded at their fair values measured as of the
acquisition date, which created a new basis of accounting.
When reading the FY2023 Financials and this
release, you should note there is a clear division for FY2022
between the “predecessor” period that includes consolidated
financial statements up to the Closing Date and “successor” period
that includes all periods after the acquisition date. The
predecessor and successor results shown are not comparable, as the
successor period includes the consolidated financial statements of
Waldencast, Obagi Skincare, and Milk Makeup, whereas the
predecessor period includes only Obagi Skincare’s financial
statements.
Supplemental to the reported financial results
set out in this section, management has also included certain key
financial highlights for the business for the period covered in the
FY2023 Financials which include non-GAAP measures which management
uses to describe the underlying performance of the business. Please
refer to definitions of the non-GAAP measures below and
reconciliation to the closest GAAP measure.
Reported consolidated statements of
operations
| |
Year endedDecember 31,2023 |
|
Period fromJuly 28, 2022to December31, 2022 |
|
|
Period fromJanuary 1,2022
toJuly 27, 2022 |
|
U.S. Dollars (in thousands) |
Successor (Waldencast) |
|
|
Predecessor(Obagi) |
|
Net revenue (including related party net revenue of $5,965 and
$17,219 in the year ended December 31, 2023 (Successor Period) and
the period from July 28, 2022 to December 31, 2022 (Successor
Period), respectively) |
$ |
218,138 |
|
|
$ |
92,373 |
|
|
|
$ |
73,760 |
|
| Cost of goods sold (including
related party costs of $1,662 and $5,128 in the year ended December
31, 2023 (Successor Period) and the period from July 28, 2022 to
December 31, 2022 (Successor Period), respectively) |
|
76,561 |
|
|
|
60,657 |
|
|
|
|
30,868 |
|
| Gross
profit |
|
141,577 |
|
|
|
31,716 |
|
|
|
|
42,892 |
|
| Selling, general and
administrative |
|
220,313 |
|
|
|
88,926 |
|
|
|
|
55,549 |
|
| Research and development |
|
3,195 |
|
|
|
1,796 |
|
|
|
|
2,606 |
|
| Loss on impairment of
goodwill |
|
— |
|
|
|
68,715 |
|
|
|
|
— |
|
| Total operating
expenses |
|
223,508 |
|
|
|
159,437 |
|
|
|
|
58,155 |
|
| Operating
loss |
|
(81,931 |
) |
|
|
(127,721 |
) |
|
|
|
(15,263 |
) |
| Interest expense, net |
|
18,906 |
|
|
|
6,230 |
|
|
|
|
6,652 |
|
| Change in fair value of
derivative warrant liabilities |
|
10,337 |
|
|
|
(6,793 |
) |
|
|
|
— |
|
| Other expense (income),
net |
|
1,769 |
|
|
|
(798 |
) |
|
|
|
(971 |
) |
| Total other expenses
(income), net |
|
31,012 |
|
|
|
(1,361 |
) |
|
|
|
5,681 |
|
| Loss before income
taxes |
|
(112,943 |
) |
|
|
(126,360 |
) |
|
|
|
(20,944 |
) |
| Income tax (benefit)
expense |
|
(6,975 |
) |
|
|
(5,803 |
) |
|
|
|
113 |
|
| Net loss |
|
(105,968 |
) |
|
|
(120,557 |
) |
|
|
|
(21,057 |
) |
| Net loss attributable to
noncontrolling interests |
|
(15,987 |
) |
|
|
(24,990 |
) |
|
|
|
— |
|
| Net loss attributable
to Class A shareholders |
$ |
(89,981 |
) |
|
$ |
(95,567 |
) |
|
|
$ |
(21,057 |
) |
| Net loss per share
attributable to Class A shareholders: |
|
|
|
|
|
|
| Basic and Diluted |
$ |
(0.99 |
) |
|
$ |
(1.11 |
) |
|
|
$ |
(2.63 |
) |
| Shares used in computing net
loss per share: |
|
|
|
|
|
|
| Basic and Diluted |
|
91,158,500 |
|
|
|
86,460,560 |
|
|
|
|
8,000,002 |
|
| |
|
|
|
|
|
|
| Net loss |
$ |
(105,968 |
) |
|
$ |
(120,557 |
) |
|
|
$ |
(21,057 |
) |
| Other comprehensive (loss)
income — foreign currency translation adjustments, net of tax |
|
(147 |
) |
|
|
(36 |
) |
|
|
|
96 |
|
| Comprehensive
loss |
|
(106,115 |
) |
|
|
(120,593 |
) |
|
|
|
(20,961 |
) |
| Comprehensive loss
attributable to noncontrolling interests |
|
(16,012 |
) |
|
|
(24,997 |
) |
|
|
|
— |
|
| Comprehensive loss
attributable to Class A shareholders |
$ |
(90,103 |
) |
|
$ |
(95,596 |
) |
|
|
$ |
(20,961 |
) |
Financial highlights summary overview
|
|
|
Year endedDecember 31,2023 |
Period fromJuly 28, 2022toDecember
31,2022 |
Period fromJanuary 1,2022 to July 27,
2022 |
Year endedDecember 312022 |
|
|
|
|
(SuccessorWaldencast) |
(SuccessorWaldencast) |
(Predecessor) |
Combined |
Growth % |
|
Comparable Net Revenue |
Group |
212,519 |
|
75,154 |
|
109,162 |
|
184,316 |
|
15.3 |
% |
|
|
Obagi |
112,032 |
|
43,871 |
|
67,944 |
|
111,815 |
|
0.2 |
% |
|
|
Milk |
100,487 |
|
31,283 |
|
41,218 |
|
72,501 |
|
38.6 |
% |
|
|
|
|
|
|
|
|
|
|
Adjusted forObagi China |
5,619 |
|
17,219 |
|
5,816 |
|
23,035 |
|
|
|
|
|
|
|
|
|
|
|
Reported Summary P&L |
Net Revenue |
218,138 |
|
92,373 |
|
114,978 |
|
207,351 |
|
5.2 |
% |
|
|
Obagi |
117,651 |
|
61,090 |
|
73,760 |
|
134,850 |
|
(12.8 |
)% |
|
|
Milk |
100,487 |
|
31,283 |
|
41,218 |
|
72,501 |
|
38.6 |
% |
|
|
Adj EBITDA |
24,395 |
|
(16,027 |
) |
7,263 |
|
(8,764 |
) |
378.4 |
% |
|
|
% |
11.2 |
% |
(17.4 |
)% |
6.3 |
% |
(4.2 |
)% |
|
|
|
|
|
|
|
|
|
|
Obagi Summary P&L |
Net Revenue |
117,651 |
|
61,090 |
|
73,760 |
|
134,850 |
|
(12.8 |
)% |
|
|
Adj Gross Profit |
83,729 |
|
10,690 |
|
42,892 |
|
53,582 |
|
56.3 |
% |
|
|
% |
71.2 |
% |
17.5 |
% |
58.2 |
% |
39.7 |
% |
79.3 |
% |
|
|
Adj EBITDA |
20,814 |
|
(9,857 |
) |
95 |
|
(9,762 |
) |
313.2 |
% |
|
|
% |
17.7 |
% |
(16.1 |
)% |
0.1 |
% |
(7.2 |
)% |
|
|
|
|
|
|
|
|
|
|
Milk Summary P&L |
Net Revenue |
100,487 |
|
31,283 |
|
41,218 |
|
72,501 |
|
38.6 |
% |
|
|
Adj Gross Profit |
66,686 |
|
18,875 |
|
26,998 |
|
45,873 |
|
45.4 |
% |
|
|
% |
66.4 |
% |
60.3 |
% |
65.5 |
% |
63.3 |
% |
4.9 |
% |
|
|
Adj EBITDA |
18,404 |
|
(241 |
) |
7,168 |
|
6,927 |
|
165.7 |
% |
|
|
% |
18.3 |
% |
(0.8 |
)% |
17.4 |
% |
9.6 |
% |
|
|
|
|
|
|
|
|
|
|
Central Costs |
Adj EBITDA |
(14,823 |
) |
(5,929 |
) |
— |
|
(5,929 |
) |
(150.0 |
)% |
Non-GAAP Financial Measures
In addition to the financial measures presented
in the 2023 20-F and this release in accordance with U.S. GAAP,
Waldencast separately reports financial results on the basis of the
measures set out and defined below which are non-GAAP financial
measures. Waldencast believes the non-GAAP measures used in this
release provide useful information to management and investors
regarding certain financial and business trends relating to its
financial condition and results of operations. Waldencast believes
that the use of these non-GAAP financial measures provides an
additional tool for investors to use in evaluating ongoing
operating results and trends given the Business Combination and
certain other factors. These non-GAAP measures also provide
perspective on how Waldencast’s management evaluates and monitors
the performance of the business.
There are limitations to non-GAAP financial
measures because they exclude charges and credits that are required
to be included in GAAP financial presentation. The items excluded
from GAAP financial measures such as net income/loss to arrive at
non-GAAP financial measures are significant components for
understanding and assessing our financial performance. Non-GAAP
financial measures should be considered together with, and not
alternatives to, financial measures prepared in accordance with
GAAP.
Please refer to definitions set out in the
release and the tables included in this release for a
reconciliation of these metrics to the most directly comparable
GAAP financial measures.
Group Combined Net Revenue is
defined as net revenue that combines the predecessor and post
acquisition periods for Obagi Skincare and the pre and
post-acquisition periods for Milk Makeup for the year ended
December 31, 2022. Under U.S. GAAP, the periods prior to and
subsequent to the Business Combination Date should not be combined,
and Milk Makeup’s pre-acquisition period should not be included.
Management believes these non-GAAP comparative annual results
provide a perspective on the on-going performance of the operations
of the combined group.
Group Comparable Net Revenue is
defined as net revenue which excludes sales related to the former
Obagi China business, which was not acquired by Waldencast at the
time of the Business Combination (the “Obagi China Business”) as
well as related party sales under the transition agreement entered
into between Waldencast and Obagi China in connection with the
Business Combination. The distribution of Obagi Skincare’s products
in China has remained under ownership of Cedarwalk Skincare
Limited, Obagi Skincare’s former owners, who have entered into a
licensing and distribution agreement with Waldencast.Management
believes that this non-GAAP measures provides perspective on how
Waldencast’s management evaluates and monitors the performance of
the business.
Group Combined Comparable Net
Revenue is defined as net revenue that combines the
predecessor and post acquisition periods for Obagi Skincare and the
pre and post-acquisition periods for Milk Makeup for the period
ended December 31, 2022 and excludes sales related to the former
Obagi China business, which was not acquired by Waldencast at the
time of the Business Combination (the “Obagi China Business”) as
well as related party sales under the transition agreement entered
into between Waldencast and Obagi China in connection with the
Business Combination. The distribution of Obagi Skincare’s products
in China has remained under ownership of Cedarwalk Skincare
Limited, Obagi Skincare’s former owners, who have entered into a
licensing and distribution agreement with Waldencast. Management
believes that this non-GAAP measures provides perspective on how
Waldencast’s management evaluates and monitors the performance of
the business.
Obagi Combined Net Revenue is
defined as net revenue that combines the predecessor and post
acquisition periods for Obagi Skincare for the period ended
December 31, 2022. Under U.S. GAAP, the periods prior to and
subsequent to the Business Combination Date should not be combined,
Management believes these non-GAAP comparative annual results
provide a perspective on the on-going performance of the operations
of the combined group.
Obagi Combined Comparable Net
Revenue is defined as net revenue that combines the
predecessor and post acquisition periods for Obagi Skincare for the
period December 31, 2022 and excludes sales related to the Obagi
China Business as well as related party sales under the transition
agreement entered into between Waldencast and Obagi China in
connection with the Business Combination. The distribution of Obagi
Skincare’s products in China has remained under ownership of
Cedarwalk Skincare Limited, Obagi Skincare’s former owners, who
have entered into a licensing and distribution agreement with
Waldencast. Under U.S. GAAP, the periods prior to and subsequent to
the Business Combination Date should not be combined, Management
believes these non-GAAP comparative annual results provide a
perspective on the on-going performance of the operations of the
combined group.
Milk Combined Net Revenue is
defined as net revenue that combines the pre and post-acquisition
periods for Milk Makeup for the periods ended December 31, 2022.
Under U.S. GAAP, the Milk Makeup’s pre-acquisition period should
not be included. Management believes these non-GAAP comparative
annual results provide a perspective on the on-going performance of
the operations of the combined group.
|
U.S. Dollars (in thousands) |
Year endedDecember 31,2023 |
|
Period from July28, 2022 toDecember
31,2022 |
|
Period fromJanuary 1,2022 toJuly 27,
2022 |
|
Year endedDecember 312022 |
|
(SuccessorPeriod) |
|
(SuccessorPeriod) |
|
|
|
(Combined) |
|
Obagi Net Revenue |
117,651 |
|
61,090 |
|
73,760 |
|
134,850 |
|
Milk Net Revenue |
100,487 |
|
31,283 |
|
— |
|
— |
| Net
Revenue |
218,138 |
|
92,373 |
|
73,760 |
|
134,850 |
| Adjusted for: |
|
|
|
|
|
|
|
|
Milk Net Revenue |
— |
|
— |
|
41,218 |
|
72,501 |
| Combined Net
Revenue |
218,138 |
|
92,373 |
|
114,978 |
|
207,351 |
| |
|
|
|
|
|
|
|
Adjusted EBITDA is defined as
GAAP net income (loss) before interest income or expense, income
tax (benefit) expense, depreciation and amortization, and further
adjusted for the items as described in the reconciliation below. We
believe this information will be useful for investors to facilitate
comparisons of our operating performance and better identify trends
in our business. Adjusted EBITDA excludes certain expenses that are
required to be presented in accordance with GAAP because management
believes they are non-core to our regular business. These include:
(1) non-cash expenses, such as depreciation and amortization,
stock-based compensation, inventory fair value adjustments, the
amortization of fair value of the related party liability to Obagi
China, change in fair value of financial instruments, loss on
impairment of goodwill and leases, and foreign currency transaction
loss (gain); and (2) interest expense, income tax expense. In
addition adjustments include expenses that are not related to our
underlying business performance including (1) legal, advisory and
consultant fees related to the Business Combination and the
financial restatement of previously issued financial statements;
(2) costs to recover and the value of the inventory recovered from
the acquisition of the Vietnam distributor, which is not part of
recurring operations; (3) product discontinuation impact related to
the advanced purchase of specific products for the market in
Vietnam sold through the Vietnam distributor that became obsolete
when the contract was terminated; (4) gains/losses on disposal of
assets; and (5) other non-recurring costs, primarily legal
settlement costs and (6) a termination fee related to the
termination of a distributor contract in December 2023.
Adjusted EBITDA Margin is
defined as Adjusted EBITDA as a percentage of net revenue.
| |
|
Year ended December 31, 2023 |
| (In thousands except for
percentages) |
|
Obagi |
|
Milk |
|
Centralcosts |
|
Waldencast(Total) |
| |
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(32,214 |
) |
|
$ |
(5,655 |
) |
|
$ |
(68,099 |
) |
|
$ |
(105,968 |
) |
| Adjusted For: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
41,984 |
|
|
|
18,514 |
|
|
|
— |
|
|
|
60,498 |
|
|
Interest expense, net |
|
|
12,644 |
|
|
|
590 |
|
|
|
5,654 |
|
|
|
18,888 |
|
|
Income tax (benefit) expense |
|
|
(6,997 |
) |
|
|
10 |
|
|
|
12 |
|
|
|
(6,975 |
) |
|
Stock-based compensation expense |
|
|
726 |
|
|
|
2,352 |
|
|
|
6,157 |
|
|
|
9,235 |
|
|
Transaction-related costs(1) |
|
|
435 |
|
|
|
27 |
|
|
|
31,054 |
|
|
|
31,516 |
|
|
COGS impact related to Inventory fair value adjustment(2) |
|
|
— |
|
|
|
1,691 |
|
|
|
— |
|
|
|
1,691 |
|
|
Change in fair value of derivative warrant liabilities(3) |
|
|
— |
|
|
|
— |
|
|
|
10,337 |
|
|
|
10,337 |
|
|
Change in fair value of interest rate collar(4) |
|
|
— |
|
|
|
— |
|
|
|
106 |
|
|
|
106 |
|
|
Amortization of related party liability(5) |
|
|
(4,058 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4,058 |
) |
|
Foreign currency transaction loss (gain) |
|
|
161 |
|
|
|
875 |
|
|
|
(44 |
) |
|
|
992 |
|
|
Inventory recovery(6) |
|
|
(1,286 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,286 |
) |
|
Product discontinuation(7) |
|
|
2,270 |
|
|
|
— |
|
|
|
— |
|
|
|
2,270 |
|
|
Loss on impairment of lease |
|
|
3,643 |
|
|
|
— |
|
|
|
— |
|
|
|
3,643 |
|
|
Contract termination fee(8) |
|
|
2,000 |
|
|
|
— |
|
|
|
— |
|
|
|
2,000 |
|
|
Other non-recurring costs(9) |
|
|
1,506 |
|
|
|
— |
|
|
|
— |
|
|
|
1,506 |
|
| Adjusted
EBITDA |
|
$ |
20,814 |
|
|
$ |
18,404 |
|
|
$ |
(14,823 |
) |
|
$ |
24,395 |
|
| Net
Revenue |
|
$ |
117,651 |
|
|
$ |
100,487 |
|
|
$ |
— |
|
|
$ |
218,138 |
|
| Net Loss % of Net
Revenue |
|
(27.4 |
)% |
|
(5.6 |
)% |
|
|
N/A |
|
|
(48.6 |
)% |
| Adjusted EBITDA
Margin |
|
|
17.7 |
% |
|
|
18.3 |
% |
|
|
N/A |
|
|
|
11.2 |
% |
(1) Includes mainly legal, advisory and
consultant fees related to the Business Combination and the
financial restatement of the 2020-2022 periods.(2) Relates to the
amortization of the inventory fair value step-up as a result of the
Business Combination(3) Relates to change in fair value of warrant
liabilities and not definitively related to operations(4) Relates
to interest collar and not definitively related to operations(5)
Relates to the fair value of the related party liability for the
unfavorable discount to Obagi China as part of the Business
Combination. (6) Relates to the costs to recover and the value of
the inventory recovered from the acquisition of the Vietnam
distributor which is not part of recurring operations.(7) Relates
to the advanced purchase of specific products for the market in
Vietnam sold through the Vietnam distributor that became obsolete
when the contract was terminated.(8) In December 2023 Obagi
terminated a contract with one of its distributors early and
incurred an early termination fee.(9) Other non-recurring costs are
primarily related to legal settlements.(9) Other
non-recurring costs are primarily related to legal
settlements.
| |
|
Period from July 28, 2022to December 31,
2022(Successor) |
|
|
Period fromJanuary 1,2022 toJuly 27,
2022(Predecessor) |
| (In thousands except for
percentages) |
|
Obagi(Successor) |
|
Milk(Successor) |
|
Centralcosts(Successor) |
|
Waldencast(Total)(Successor) |
|
|
Predecessor(Obagi) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(93,757 |
) |
|
$ |
(13,773 |
) |
|
$ |
(13,027 |
) |
|
$ |
(120,557 |
) |
|
|
$ |
(21,057 |
) |
| Adjusted For: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
17,845 |
|
|
|
9,137 |
|
|
|
— |
|
|
|
26,982 |
|
|
|
|
8,190 |
|
|
Interest expense, net |
|
|
4,008 |
|
|
|
119 |
|
|
|
2,103 |
|
|
|
6,230 |
|
|
|
|
6,652 |
|
|
Income tax (benefit) expense |
|
|
(5,803 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5,803 |
) |
|
|
|
113 |
|
|
Stock-based compensation expense |
|
|
4,373 |
|
|
|
1,011 |
|
|
|
2,352 |
|
|
|
7,736 |
|
|
|
|
— |
|
|
Transaction-related costs(1) |
|
|
358 |
|
|
|
170 |
|
|
|
8,844 |
|
|
|
9,372 |
|
|
|
|
5,841 |
|
|
COGS impact related to Inventory fair value adjustment(2) |
|
|
6,759 |
|
|
|
3,276 |
|
|
|
— |
|
|
|
10,035 |
|
|
|
|
— |
|
|
Change in fair value of derivative warrant liabilities(3) |
|
|
— |
|
|
|
— |
|
|
|
(6,793 |
) |
|
|
(6,793 |
) |
|
|
|
— |
|
|
Change in fair value of interest rate collar(4) |
|
|
— |
|
|
|
— |
|
|
|
592 |
|
|
|
592 |
|
|
|
|
— |
|
|
Amortization of related party liability(5) |
|
|
(12,186 |
) |
|
|
— |
|
|
|
— |
|
|
|
(12,186 |
) |
|
|
|
— |
|
|
Foreign currency transaction gain |
|
|
(329 |
) |
|
|
(181 |
) |
|
|
— |
|
|
|
(510 |
) |
|
|
|
30 |
|
|
(Gain) loss on disposal of assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
35 |
|
|
Restructuring costs(6) |
|
|
160 |
|
|
|
— |
|
|
|
— |
|
|
|
160 |
|
|
|
|
291 |
|
|
Loss on extinguishment of debt(7) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
Gain on PPP Loan forgiveness(8) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
Loss on write-off of loan receivable(9) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
Loss on impairment of goodwill |
|
|
68,715 |
|
|
|
— |
|
|
|
— |
|
|
|
68,715 |
|
|
|
|
— |
|
| Adjusted
EBITDA |
|
$ |
(9,857 |
) |
|
$ |
(241 |
) |
|
$ |
(5,929 |
) |
|
$ |
(16,027 |
) |
|
|
$ |
95 |
|
| Net
Revenue |
|
$ |
61,090 |
|
|
$ |
31,283 |
|
|
$ |
— |
|
|
$ |
92,373 |
|
|
|
$ |
73,760 |
|
| Net Loss % of Net
Revenue |
|
(153.5 |
)% |
|
(44.0 |
)% |
|
|
N/A |
|
|
(130.5 |
)% |
|
|
(28.5 |
)% |
| Adjusted EBITDA
Margin |
|
(16.1 |
)% |
|
(0.8 |
)% |
|
|
N/A |
|
|
(17.4 |
)% |
|
|
|
0.1 |
% |
(1) Includes mainly legal expenses in connection with the
Business Combination, including creating and maintaining the Up-C
structure, as well as advisory and consulting fees.(2) Relates to
the amortization of the inventory fair value step-up as a result of
the Business Combination.(3) Relates to change in fair value of
warrant liabilities and not definitively related to operations.(4)
Relates to interest rate collar and not definitively related to
operations.(5) Relates to the fair value of the related party
liability for the unfavorable discount to Obagi China as part of
the Business Combination.(6) Relates to the relocation costs
associated with the relocation of Obagi’s headquarters from
California to Texas.(7) Relates to the write-off of previously
deferred financing costs due to the refinancing of Obagi’s debt in
March 2021.(8) Relates to the forgiveness of the full amount of a
PPP Loan in June 2021.(9) Relates to the write-off of a loan
receivable in 2021 that was later deemed uncollectible.
|
|
|
Year endedDecember 31,2023 |
|
Period fromJuly
28, 2022 toDecember
31, 2022(Successor period) |
|
|
Period fromJanuary 1, 2022 toJuly 27, 2022 |
|
U.S. Dollars (in thousands) |
|
Milk (Successor) |
|
Milk (Successor) |
|
|
Milk |
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
(5,655 |
) |
|
(13,773 |
) |
|
|
3,197 |
|
| Adjusted For: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
18,514 |
|
|
9,137 |
|
|
|
1,441 |
|
|
Interest expense, net |
|
590 |
|
|
119 |
|
|
|
22 |
|
|
Income tax expense (benefit) |
|
10 |
|
|
— |
|
|
|
— |
|
|
Stock-based compensation expense |
|
2,352 |
|
|
1,011 |
|
|
|
131 |
|
|
Transaction-related costs (1) |
|
27 |
|
|
170 |
|
|
|
1,924 |
|
|
COGS impact related to Inventory fair value adjustment (2) |
|
1,691 |
|
|
3,276 |
|
|
|
— |
|
|
Foreign currency transaction loss (gain) |
|
875 |
|
|
(181 |
) |
|
|
429 |
|
|
(Gain) loss on disposal of assets |
|
— |
|
|
— |
|
|
|
24 |
|
| Adjusted
EBITDA |
|
18,404 |
|
|
(241 |
) |
|
|
7,168 |
|
| Net
Revenue |
|
100,487 |
|
|
31,283 |
|
|
|
41,218 |
|
| Net Loss % of Net
Revenue |
|
(5.6 |
)% |
|
(44.0 |
)% |
|
|
7.8 |
% |
| Adjusted EBITDA % of
Net Revenue |
|
18.3 |
% |
|
(0.8 |
)% |
|
|
17.4 |
% |
(1) Includes mainly legal expenses in connection
with the Business Combination, including creating and maintaining
the Up-C structure, as well as advisory and consulting fees.(2)
Relates to the amortization of the inventory fair value step-up as
a result of the Business Combination.
Group Combined Adjusted EBITDA
is defined as Adjusted EBITDA which combines (1) the predecessor
and post acquisition periods for Obagi Skincare and (2) the pre and
post-acquisition periods for Milk Makeup for the period ended
December 31, 2022 and (3) central costs for the 2022 Successor
Period.
|
U.S. Dollars (in thousands) |
Year endedDecember 31,2023 |
|
Period from July28, 2022 toDecember
31,2022 |
Period fromJanuary 1, 2022to July 27,
2022 |
|
Year endedDecember 31,2022 |
|
(SuccessorPeriod) |
|
(SuccessorPeriod) |
|
|
(Combined) |
|
Obagi Adjusted EBITDA |
20,814 |
|
|
(9,857 |
) |
95 |
|
(9,762 |
) |
|
Milk Adjusted EBITDA |
18,404 |
|
|
(241 |
) |
— |
|
— |
|
|
Central Adjusted EBITDA |
(14,823 |
) |
|
(5,929 |
) |
— |
|
— |
|
| Adjusted
EBITDA |
24,395 |
|
|
(16,027 |
) |
95 |
|
(9,762 |
) |
| Adjusted for: |
|
|
|
|
|
|
|
Milk Adjusted EBITDA |
— |
|
|
— |
|
7,168 |
|
6,927 |
|
|
Central Adjusted EBITDA |
— |
|
|
— |
|
— |
|
(5,929 |
) |
| Combined Adjusted
EBITDA |
24,395 |
|
|
(16,027 |
) |
7,263 |
|
(8,764 |
) |
| |
|
|
|
|
|
|
Adjusted Gross Profit for Obagi
Skincare is defined as GAAP gross profit for the segment
and excludes the sales related to its distributor in China under a
transition services agreement, the impact of Obagi Skincare's
related party sales to the China distributor, and the impact of the
inventory fair value step-up as a result of the business
combination accounting. There are no adjustments to gross profit
presented in the predecessor periods for Obagi Skincare.
Adjusted Gross Profit for Milk
Makeup is defined as GAAP gross profit for the segment and
excludes the impact of the inventory fair value step-up as a result
of the business combination accounting. There are no adjustments to
gross profit for Milk Make-Up for the period prior to July 27,
2022.
Adjusted Gross Margin is
defined as Adjusted Gross Profit divided by (GAAP) Net Revenue
(which for FY2022 includes the Successor Period and Combined Net
Revenue for the 2022 Predecessor Period.
| |
For the Year Ended |
|
|
December 31, 2023 (Successor period) |
|
U.S. Dollars (in thousands) |
Obagi |
Milk |
|
Waldencast(Total) |
|
Net revenue (including related party net revenue of $5,965) |
$ |
117,651 |
|
|
$ |
100,487 |
|
|
$ |
218,138 |
|
| Gross Profit |
|
76,582 |
|
|
|
64,995 |
|
|
|
141,577 |
|
| Gross Margin % |
|
65.1 |
% |
|
|
64.7 |
% |
|
|
64.9 |
% |
| Gross Margin Adjustments: |
|
|
|
|
| Amortization of the fair value
of the related party liability(1) |
|
(4,058 |
) |
|
|
— |
|
|
|
(4,058 |
) |
| Amortization of the inventory
fair value adjustment(2) |
|
— |
|
|
|
1,691 |
|
|
|
1,691 |
|
| Amortization impact of
intangible assets(3) |
|
11,205 |
|
|
|
— |
|
|
|
11,205 |
|
| Adjusted Gross Profit |
$ |
83,729 |
|
|
$ |
66,686 |
|
|
$ |
150,415 |
|
| Adjusted Gross Margin % |
|
71.2 |
% |
|
|
66.4 |
% |
|
|
69.0 |
% |
(1) Relates to the fair value of the related
party liability for the unfavorable discount to Obagi China as part
of the Business Combination.(2) Relates to the amortization of the
inventory fair value step-up as a result of the Business
Combination.(3) The Supply Agreement and Formulations intangible
assets are amortized to COGS.
|
|
|
Period from July 28 to December 31,
2022(Successor period) |
|
U.S. Dollars (in thousands) |
|
Obagi |
|
Milk |
|
Waldencast(Total) |
|
|
|
|
|
|
|
|
|
Net revenue (including related party net revenue of $17,219) |
|
$ |
61,090 |
|
|
$ |
31,283 |
|
|
$ |
92,373 |
|
| Gross Profit |
|
|
16,117 |
|
|
|
15,599 |
|
|
|
31,716 |
|
| Gross Margin % |
|
|
26.4 |
% |
|
|
49.9 |
% |
|
|
34.3 |
% |
| Gross Margin Adjustments: |
|
|
|
|
|
|
| Amortization of the fair value
of the related party liability |
|
|
(12,186 |
) |
|
|
— |
|
|
|
(12,186 |
) |
| Amortization of the inventory
fair value adjustment |
|
|
6,759 |
|
|
|
3,276 |
|
|
|
10,035 |
|
| Adjusted Gross Profit |
|
$ |
10,690 |
|
|
$ |
18,875 |
|
|
$ |
29,565 |
|
| Adjusted Gross Margin % |
|
|
17.5 |
% |
|
|
60.3 |
% |
|
|
32.0 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net Debt Position is defined as
the principal outstanding for the 2022 term loan and 2022 revolving
credit facility minus the cash and cash equivalents as of December
31, 2023.
|
U.S. Dollars (in thousands) |
|
Reconciliation ofNet CarryingAmount of debtto Net
Debt |
|
Current portion of long-term debt |
|
8,529 |
|
| Long-term debt |
|
151,264 |
|
|
Net carrying amount of debt |
|
159,793 |
|
|
Adjustments: |
|
|
| Add: Unamortized debt issuance
costs |
|
3,050 |
|
| Less: Cash & cash
equivalents |
|
(21,089 |
) |
|
Net Debt |
|
141,754 |
|
| |
|
|
A reconciliation of ordinary shares outstanding
to Fully Diluted Shares is set out below.
|
Diluted share count calculation as of April 15, 2024
(assuming closing share price on 4/15/24) |
|
|
|
Shares |
|
|
Class A ordinary shares outstanding |
|
109,703,729 |
|
| Class A ordinary shares
subject to outstanding stock options held by our executive officers
that are currently exercisable with 60 days of the record date |
|
- |
|
| Class A ordinary share subject
to restricted stock units that are vested or will vest within 60
days of the record date, but have no yet been settled |
|
- |
|
|
Total Class A outstanding with dilutive executive
awards |
|
109,703,729 |
|
| Class B shares
outstanding¹ |
|
12,485,413 |
|
| Less: Dilutive executive
shares from above |
|
- |
|
|
Basic shares outstanding |
|
122,189,142 |
|
| Vested employee RSUs² |
|
- |
|
|
Subtotal |
|
122,189,142 |
|
|
|
Shares |
|
Weighted-avg price |
|
|
|
Unvested employee RSUs3 |
|
|
|
|
2,747,865 |
|
Vested employee stock rights with exercise prices 4,6 |
6,395,354 |
|
$ |
4.43 |
|
1,404,381 |
| Unvested employee stock rights
with exercise prices4 |
745,573 |
|
|
13.14 |
|
— |
| Total diluted shares
outstanding7 |
|
|
|
|
126,341,388 |
| Warrants5 |
|
|
$ |
11.50 |
|
29,533,282 |
|
Unvested employee stock rights with exercise prices (out of
money)6 |
|
|
|
|
9,583,334 |
1 12,485,413 Waldencast plc Class B ordinary
shares owned by former members of Milk.2 Vested RSUs not yet
included in basic shares outstanding as not yet converted at
discretion of unit holders.3 Unvested RSUs includes additional
Strategic Growth Initiative RSU shares granted in January of 2023
of which 1,760,000 remain unvested after forfeitures as of April
15, 2024.4 Dilution from employee stock rights with exercise prices
assumes net share settlement under treasury stock method, based on
WALD closing price of $5.68 on April 15, 2024.5 Includes 11,499,950
Waldencast plc Warrants, 5,333,333 Waldencast plc warrants issued
in a private placement in connection with the Sponsor Forward
Purchase Agreement, and 5,766,666 Waldencast plc Warrants issued in
a private placement in connection with the Third-Party Forward
Purchase agreement with $11.50 strike price, redeemable at $18.00;
includes 5,933,333 Waldencast plc Warrants issued in a private
placement at the closing of Waldencast Acquisition Corp.’s initial
public offering and 1,000,000 Waldencast plc Warrants issued in a
private placement in connection with the Working Capital Loan with
$11.50 strike price.6 Note, if dilution was calculated on an
individual grants basis with the same stock price, dilutive shares
would increase by 63,212 shares. This is as a result of the fact
that the grants made to our founders have different and higher
strike prices which when aggregated results in all options being
non-dilutive. For further information on grants please see Item 6
“Directors, Senior Management and Employees – Compensation” in the
2023 20-F. 7 Diluted shares outstanding excludes management equity
award pool not yet allocated. As of 4/15/24, the Company had
reserved 9,605,199 shares for future issuances of employee
incentive awards.
About Waldencast plc
Founded by Michel Brousset and Hind Sebti,
Waldencast’s ambition is to build a global best-in-class beauty and
wellness operating platform by developing, acquiring, accelerating,
and scaling conscious, high-growth purpose-driven brands.
Waldencast’s vision is fundamentally underpinned by its brand-led
business model that ensures proximity to its customers, business
agility, and market responsiveness, while maintaining each brand’s
distinct DNA. The first step in realizing its vision was the
business combination with Obagi Skincare and Milk Makeup. As part
of the Waldencast platform, its brands will benefit from the
operational scale of a multi-brand platform; the expertise in
managing global beauty brands at scale; a balanced portfolio to
mitigate category fluctuations; asset light efficiency; and the
market responsiveness and speed of entrepreneurial indie brands.
For more information please visit: https://ir.waldencast.com/.
Obagi Skincare is an industry-leading, advanced
skin care line rooted in research and skin biology, refined with a
legacy of 30 years’ experience. First known as leaders in the
treatment of hyperpigmentation with the Obagi Nu-Derm® System,
Obagi Skincare products are designed to diminish the appearance of
premature aging, photodamage, skin discoloration, acne, and sun
damage. More information about Obagi Skincare is available on the
brand’s website, Facebook, Twitter and Instagram pages.
Founded in 2016, Milk Makeup quickly became a
cult-favorite among the beauty community for its values of
self-expression and inclusion, captured by its signature Live Your
Look, its innovative formulas and clean ingredients. The brand
creates vegan, cruelty-free, clean formulas from its Milk Makeup HQ
in Downtown NYC. Currently, Milk Makeup offers over 300 products
through its US website www.MilkMakeup.com, and its retail partners
including Sephora in North America, Europe, the Middle East and
Australia and Cult Beauty and Selfridges in the UK.
Cautionary Statement Regarding Forward-Looking
Statements
All statements in this release that are not
historical, are forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such statements include, but are not limited to,
statements about: statements regarding Waldencast’s outlook and
guidance for Fiscal 2024, the Company’s ability to deliver
financial results in line with expectations; expectations regarding
sales, earnings or other future financial performance and liquidity
or other performance measures; the Company’s long-term strategy and
future operations or operating results; expectations with respect
to the Company’s industry and the markets in which it operates;
future product introductions; the Company’s ability to evidence
compliance with all applicable requirements for continued listing
on Nasdaq; and any assumptions underlying any of the foregoing.
Words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “predict,”
“project,” “should,” and “will” and variations of such words and
similar expressions are intended to identify such 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 control of the Company, that could cause actual results or
outcomes to differ materially from those discussed in the
forward-looking statements, including, among others: (i) the
inability to recognize the anticipated benefits of the business
combination with Obagi Skincare and Milk Makeup, (ii) the ability
of the Company to file required financial results in a timely
manner, (iii) the Company’s ability to successfully remediate the
material weaknesses in the Company’s internal control over
financial reporting, (iv) the potential for delisting, legal
proceedings or government investigations or enforcement actions,
including those relating to the subject of the Audit Committee (the
“Audit Committee”) of the Company’s Board of Directors’ review or
inability to finalize financial results in a timely manner, (v) the
Company’s ability to obtain additional waivers from the
Administrative Agent and the lenders under its credit facilities
for any continuing or future defaults or events of default, (vi)
volatility of Waldencast's securities due to a variety of factors,
including Waldencast's inability to implement its business plans or
meet or exceed its financial projections and changes, (vii) the
ability to implement business plans, forecasts, and other
expectations, and identify and realize additional opportunities,
(viii) the ability of Waldencast to implement its strategic
initiatives and continue to innovate Obagi Skincare’s and Milk
Makeup’s existing products and anticipate and respond to market
trends and changes in consumer preferences, (ix) any shifts in the
preferences of consumers as to where and how they shop, and (x)
social, political and economic conditions. These and other risks,
assumptions and uncertainties are more fully described in the Risk
Factors section of our 2023 20-F (File No. 01-40207), filed with
the Securities and Exchange Commission (the “SEC”) on April 30,
2024, and in our other documents that we file or furnish with the
SEC, which you are encouraged to read.
Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to rely on these forward-looking statements,
which speak only as of the date they are made. Waldencast expressly
disclaims any current intention, and assumes no duty, to update
publicly any forward-looking statement after the distribution of
this release, whether as a result of new information, future
events, changes in assumptions or otherwise.
Contacts:
InvestorsICR Allison
Malkinwaldencastir@icrinc.com
MediaICRBrittney Fraser/Alecia
Pulmanwaldencast@icrinc.com
Grafico Azioni Waldencast (NASDAQ:WALD)
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Da Nov 2024 a Dic 2024
Grafico Azioni Waldencast (NASDAQ:WALD)
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Da Dic 2023 a Dic 2024
