EX-99.2 3 wald_earningsxex992x1h2023.htm EX-99.2 Document

Exhibit 99.2

Waldencast Plc results for the first six months ended June 30, 2023
Business Combination
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”). 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 Closing Date, which created a new basis of accounting.
Basis of Presentation
Waldencast has prepared the accompanying interim condensed consolidated financial statements pursuant to generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

In accounting for the Business Combination, Waldencast was deemed to be the legal and the accounting acquirer (referred to as the “Successor”), however, Obagi was deemed to be the predecessor entity for financial reporting purposes (referred to as the “Predecessor”). Under the acquisition method of accounting, Waldencast’s assets and liabilities retained their carrying values and the assets and liabilities associated with Obagi and Milk were recorded at their fair values measured as of the acquisition date, which created a new basis of accounting.

This change in accounting basis is represented in the accompanying interim condensed consolidated financial statements by a black line, which appears between the columns entitled Successor and Predecessor in the financial statements. The black line signifies that the consolidated financial statements presented for the Company after the Closing Date (the “Successor Period”) are presented on a measurement basis different from those for the period prior to the Closing Date (the “Predecessor Periods”). As a result of the application of the acquisition method of accounting as of the Closing Date, the financial statements for the Predecessor Periods (which only includes Obagi, including the Obagi China Business, through July 27, 2022) and for the Successor Period (which includes Waldencast and its subsidiaries from July 28, 2022 to December 31, 2022) are presented on a different basis of accounting and are, therefore, not comparable.

Unless the context requires otherwise, the “Company” refers to Obagi for periods prior to the Business Combination and to Waldencast together with its consolidated subsidiaries, as the Successor for periods after the Business Combination.

Restatement of Previously Issued Financial Statements

On July 27, 2022, Waldencast consummated the Business Combination. During the year ended December 31, 2023, management of Waldencast and the audit committee of Waldencast’s Board of Directors (“the Board”), conducted an internal review, with the assistance of legal and accounting advisors, pertaining to certain accounting practices used by Obagi in connection with the recognition of revenue from sales of Obagi products to its Southeast Asia Distributor in Vietnam, transactions with other Obagi distributors, both within and outside the U.S., as well as other accounting issues. Management and the audit committee identified misstatements in the previously issued condensed consolidated financial statements for the six-month period ended June 30, 2022. As a result, the Company has restated the accompanying condensed consolidated balance sheet as of June 30, 2022 and the condensed consolidated statements of operations and comprehensive loss, cash flows, and shareholder’s equity for the six months ended June 30, 2022 from amounts previously reported. See “Item 5. Waldencast’s Operating and Financial Review and Prospects” and "Item 8. Financial Information- Note 2. Restatement and Reclassifications.” in the Company’s 2022 20-F filed with the SEC on January 16, 2024 for more information on the basis and impact of the restatement.





WALDENCAST PLC
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share and per share data)
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As of
June 30, 2023December 31, 2022
SuccessorSuccessor
(Waldencast)(Waldencast)
ASSETS
CURRENT ASSETS: 
Cash and cash equivalents$18,900 $8,693 
Restricted cash1,470 1,470 
Accounts receivable, net23,870 19,259 
Related party accounts receivable688 285 
Inventories67,719 54,384 
Prepaid expenses3,402 6,273 
Other current assets1,683 679 
Total current assets117,732 91,043 
Property and equipment, net6,958 8,328 
Intangible assets, net611,379 639,165 
Goodwill334,971 334,620 
Right-of-use assets, net15,010 16,384 
Other non-current assets771 535 
TOTAL ASSETS$1,086,821 $1,090,075 
LIABILITIES AND SHAREHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable$32,753 $23,873 
Related party accounts payable265 373 
Current portion of lease liability2,377 2,041 
Current portion of long-term debt55,636 20,095 
Other current liabilities (including related party liability of $7,543and $9,914 as of June 30, 2023 and December 31, 2022, respectively20,899 26,123 
Total current liabilities111,930 72,505 
Long-term debt, net155,163 159,229 
Derivative warrant liabilities17,188 18,311 
Long-term lease liabilities16,750 17,882 
Deferred income tax liabilities17,220 22,250 
TOTAL LIABILITIES318,251 290,177 
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER’S EQUITY:
Successor Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 87,032,559 and 86,460,560 outstanding as of June 30, 2023 and December 31, 2022, respectively
Successor Class B ordinary shares, $0.0001 par value, 100,000,000 shares authorized; and 20,983,553 and 21,104,225 outstanding as of June 30, 2023 and December 31, 2022, respectively
Additional paid-in capital832,564 796,038 
Accumulated deficit(217,232)(156,780)
Accumulated other comprehensive loss(65)(29)
TOTAL CONTROLLING SHAREHOLDERS' EQUITY615,277 639,239 
Noncontrolling interest153,293 160,659 
TOTAL SHAREHOLDERS' EQUITY768,570 799,898 
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY1,086,821 1,090,075 
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WALDENCAST PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data)
Six Months Ended
June 30,
20232022
 (As Restated)
SuccessorPredecessor
(Waldencast)(Obagi)
Net revenue (including related party net revenue of $3,385 in the Successor period)$109,338 $68,250 
Cost of goods sold (including related party costs of $1,121 in the Successor period)41,158 29,063 
Gross Profit68,180 39,187 
Selling, general and administrative100,687 49,909 
Research and development2,720 2,133 
Loss on impairment of goodwill  
Total operating expenses103,407 52,042 
Operating (loss) income(35,227)(12,855)
Interest expense, net8,850 5,702 
Change in fair value of derivative warrant liabilities(1,122)
Other (income) expense, net(1,666)(1,011)
Total other (income) expenses, net6,062 4,691 
Loss before income taxes(41,289)(17,546)
Income tax (benefit) expense(4,509)96 
Net loss(36,780)(17,642)
Net loss attributable to noncontrolling interests(7,366)— 
Net loss attributable to Class A shareholders$(29,414)$(17,642)
Net loss per share attributable to Class A Shareholders:
Basic and Diluted$(4.60)$(2.21)
Shares used in computing net loss per share:
Basic and Diluted8,000,002 8,000,002 

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