CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY)

6 Months Ended

Jun. 30, 2024

Condensed Financial Information Disclosure [Abstract]

CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY)

The parent company financial statements for Waldencast Plc should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and the accompanying notes thereto. For purposes of this condensed financial information, the Company’s wholly owned and majority owned subsidiaries are recorded based upon its proportionate share of its subsidiaries’ net assets (similar to presenting them on the equity method). Waldencast plc has no material operations of its own and conducts substantially all of its activities through its wholly owned subsidiaries. Waldencast plc has no significant assets or liabilities other than derivative warrant liabilities and cash, most

expenditures paid by Waldencast plc are allocated to its subsidiaries. Waldencast Finco Limited, a wholly-owned indirect subsidiary of Waldencast plc, is the borrower under the 2022 Credit Agreement. The terms and conditions of the 2022 Credit Agreement (see Note 5 for definition) limit the ability of Waldencast plc’s wholly owned subsidiaries to make certain distributions or dividends, subject to a number of enumerated exceptions. Due to the aforementioned restrictions, substantially all of the Successor period net assets of Waldencast Plc’s subsidiaries are restricted. Since the restricted net assets of consolidated subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries, the accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with the accompanying Condensed Consolidated Financial Statements.

The following condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, Waldencast plc’s investment in its subsidiaries is presented under the equity method of accounting.


WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED BALANCE SHEET
(In thousands of U.S. dollars, except share and per share data)
	As of June 30, 2024		December 31, 2023

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	868	$	419
Intercompany receivable	46,112		51,964



Total current assets	46,980		52,383
Investment in subsidiary	721,429		745,537
TOTAL ASSETS	$	768,409	$	797,920

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:


Derivative warrant liabilities	7,974		28,647
TOTAL LIABILITIES	7,974		28,647

SHAREHOLDERS’ EQUITY:
Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 110,451,097 and 101,228,857 outstanding as of June 30, 2024 and December 31, 2023, respectively	11		9
Class B ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 12,053,331and 20,847,553 outstanding as of June 30, 2024 and December 31, 2023, respectively	1		2
Additional paid-in capital	875,523		871,527
Accumulated deficit	(256,836)		(246,761)
Accumulated other comprehensive loss	(90)		(151)

TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	618,609		624,626
Noncontrolling Interest	141,826		144,647
TOTAL SHAREHOLDERS’ EQUITY	760,435		769,273
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	768,409	$	797,920


WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED STATEMENT OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data)
	Six months ended June 30, 2024		Six months ended June 30, 2023
Net revenue	$	—	$	—
Selling, general and administrative	6,655		615
Total operating loss	(6,655)		(615)
Other income:
Interest income, net	(14)		(15)
Change in fair value of derivative warrant liabilities	(20,673)		(1,122)
Income before income taxes	14,033		522
Income tax benefit	—		—
Income before equity in undistributed earnings of subsidiaries	14,033		522
Equity in undistributed earnings of subsidiaries	(24,108)		(29,936)
Net loss	(10,075)		(29,414)
Other comprehensive income (loss) — foreign currency translation adjustments, net of tax	55		(23)
Comprehensive loss	$	(10,020)	$	(29,437)


WALDENCAST PLC (PARENT COMPANY ONLY) UNAUDITED CONDENSED STATEMENT OF CASH FLOW
(In thousands of U.S. dollars)
	Six months ended June 30, 2024		Six months ended June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,075)	$	(29,414)
Adjustments to reconcile net loss to net cash
Cash used in operating activities:
Equity in income of subsidiaries	24,108		29,936
Change in fair value of derivative warrant liabilities	(20,673)		(1,122)
Net cash used in operating activities	(6,640)		(600)



CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from net settlement of RSUs	292		—
Transfers from subsidiaries	18,500		21,575
Transfers to subsidiaries	—		(9,250)
Expenses paid on behalf of subsidiaries	(11,703)		(12,040)
Net cash provided by financing activities	7,089		285
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	449		(315)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period	419		3,215
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period	$	868	$	2,900