Waldencast plc 6-K, filed Mar 21, 2024

Waldencast plc (MLKMF)

6-K 2024-03-21 For: 2022-03-31

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Added on April 11, 2026

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Waldencast plc filed this 6-K on March 21, 2024.

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EXHIBIT NO.						DESCRIPTION
99.1						Unaudited Condensed Consolidated Financial Statements as of March 31, 2022 (restated) and December 31, 2021, and for the Three Months Ended March 31, 2022 (restated) and 2021 (restated)


		Waldencast plc
		(Registrant)

Date: March 20, 2024	By:	/s/ Michel Brousset
		Name:	Michel Brousset
		Title:	Chief Executive Officer and Interim Chief Financial Officer




Unaudited Condensed Consolidated Balance Sheets as of March 31, 2022 (restated) and December 31, 2021						F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 (restated) and March 31, 2021 (restated)						F-3
U naudited Condensed Consolidated Statements of Shareholder ’s Equity for the three months ended March 31, 2022 (restated) and March 31, 2021 (restated)						F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 (restated) and 2021 (restated)						F-5
Notes to Unaudited Condensed Consolidated Financial Statements						F-6


	As of
	March 31, 2022		December 31, 2021
	(As Restated)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	13,439	$	12,794
Restricted cash	650		650
Accounts and note receivable, net	13,413		18,738
Inventories	26,491		21,611
Prepaid expenses	4,317		4,965
Other current assets	304		279
Total current assets	58,614		59,037

Property and equipment, net	1,299		1,198
Intangible assets, net	76,339		79,574
Goodwill	44,489		44,489
Other assets	345		288
TOTAL ASSETS	$	181,086	$	184,586

LIABILITIES AND SHAREHOLDER’S EQUITY

CURRENT LIABILITIES:
Accounts payable	$	16,590	$	12,680
Current portion of long-term debt, net	16,205		15,442
Other current liabilities	13,478		12,683
Total current liabilities	46,273		40,805

Long-term debt, net	102,278		103,423
Deferred income tax liabilities	670		548
Other liabilities	636		571
Total liabilities	149,857		145,347

COMMITMENTS AND CONTINGENCIES (Note 16)
SHAREHOLDER’S EQUITY:
Common stock, 25,000,000 shares authorized; $0.50 par value; 8,000,002 shares issued and outstanding as of March 31, 2022 and December 31, 2021	4,000		4,000
Additional paid-in capital	100,113		100,113
Accumulated deficit	(72,802)		(64,849)
Accumulated other comprehensive loss	(82)		(25)
Total shareholder’s equity	31,229		39,239

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	181,086	$	184,586


	Three Months Ended
	March 31,
	2022		2021
	(As Restated)		(As Restated)
Net revenue	$	32,081	$	28,501
Cost of goods sold	13,058		7,839
Gross Profit	19,023		20,662
Selling, general and administrative	23,476		15,552
Research and development	1,015		1,768
Total operating expenses	24,491		17,320
Operating (loss) income	(5,468)		3,342
Interest expense	2,821		1,995
Loss on extinguishment of debt	—		2,317

Other (income) expense, net	(379)		26
Total other expenses, net	2,442		4,338
Loss before income taxes	(7,910)		(996)
Income tax expense (benefit)	43		(445)
Net loss	$	(7,953)	$	(551)
Other comprehensive loss—Foreign currency translation adjustments, net of tax	(57)		—
Comprehensive loss	$	(8,010)	$	(551)

Net loss per share of common stock — Basic and diluted	$	(0.99)	$	(0.07)
Weighted average shares of common stock outstanding — Basic and diluted (Note 13)	8,000,002		8,000,002



	Common Stock			Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Shareholder’s Equity

	Shares	Amount
BALANCE—January 1, 2021	8,000,002	$	4,000	$	100,113	(43,273)		7		60,847
Net loss (as restated)	—	—		—		(551)		—		(551)
Foreign currency translation adjustment, net of tax	—	—		—		—		—		—
BALANCE—March 31, 2021 (as restated)	8,000,002	$	4,000	$	100,113	$	(43,824)	$	7	$	60,296

BALANCE—January 1, 2022	8,000,002	$	4,000	$	100,113	(64,849)		(25)		39,239
Net loss (as restated)	—	—		—		(7,953)		—		(7,953)
Foreign currency translation adjustment, net of tax	—	—		—		—		(57)		(57)
BALANCE—March 31, 2022 (as restated)	8,000,002	$	4,000	$	100,113	$	(72,802)	$	(82)	$	31,229


	Three Months Ended March 31,
	2022		2021
	(As Restated)		(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,953)	$	(551)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,525		3,428
Amortization of debt issuance costs	305		209
Loss on extinguishment of debt	—		2,317
Deferred income taxes	122		(531)
Changes in operating assets and liabilities:
Accounts receivable	5,325		301
Inventories	(4,880)		2,267
Prepaid expenses	648		(1,875)
Other current assets and other assets	(82)		463
Accounts payable	3,696		1,343
Other current liabilities and other liabilities	860		(710)
Net cash provided by operating activities	1,566		6,661
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(35)		(117)
Capital expenditure on property and equipment	(141)		—
Net cash used in investing activities	(176)		(117)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from term loan	—		110,000
Proceeds from revolving credit facility	—		20,000
Repayment of revolving credit facility	—		(39,000)
Repayment of term loan	(688)		(71,630)
Payment of debt issuance costs	—		(6,221)
Net cash (used in) provided by financing activities	(688)		13,149
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	702		19,693
Effect of foreign exchange rates on cash and cash equivalents	(57)		—
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	13,444		8,572
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	14,089	$	28,265


	Three Months Ended
(In thousands)	March 31, 2022		March 31, 2021
Distributor fees for services (1)	$	(8,745)	$	(4,445)
SA Distributor (2)	(3,830)		899
Physician Channel Provider (3)	(476)		(3,385)
US Online Marketplace Distributor (4)	(644)		(818)
Other adjustments (5)	70		(91)
Total net revenue adjustments	$	(13,625)	$	(7,840)


	For the Three Months Ended
(In thousands)	March 31, 2022		March 31, 2021
Amortization of intangible assets	$	1,163	$	1,164


	March 31, 2022
	As Reported		Restatement Adjustments		Restatement Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	13,439	$	—		$	13,439
Restricted cash	650		—			650
Accounts receivable, net	59,029		(45,616)		f	13,413

Inventories	24,223		2,268		g	26,491
Prepaid expenses	7,265		(2,948)		h	4,317
Other current assets	408		(104)		i	304
Total current assets	105,014		(46,400)			58,614
Property and equipment, net	3,892		(2,593)		j	1,299
Intangible assets, net	76,339		—			76,339
Goodwill	44,489		—			44,489


Other non-current assets	1,426		(1,081)		k	345
TOTAL ASSETS	$	231,160	$	(50,074)		$	181,086
LIABILITIES AND SHAREHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable	$	15,612	$	978	l	$	16,590


Current portion of long-term debt	16,154		51		n.m.	16,205
Other current liabilities	11,793		1,685		m	13,478
Total current liabilities	43,559		2,714			46,273
Long-term debt, net	102,278		—			102,278


Deferred income tax liabilities	548		122			670
Other non-current liabilities	636		—			636
TOTAL LIABILITIES	147,021		2,836			149,857

SHAREHOLDER’S EQUITY:
Common shares, 25,000,000 shares authorized; $0.50 par value, 8,000,002 shares issued and outstanding as of March 31, 2022	4,000		—			4,000
Additional paid-in capital	100,113		—			100,113
Accumulated deficit	(19,892)		(52,910)		o	(72,802)
Accumulated other comprehensive loss	(82)		—			(82)
TOTAL SHAREHOLDER’S EQUITY	84,139		(52,910)			31,229


TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	231,160	$	(50,074)		$	181,086


	Three Months Ended March 31, 2022
	As Reported		Reclassification		Restatement Adjustments		Restatement Reference	As Restated
Net revenue	$	45,706	$	—	$	(13,625)	a	$	32,081
Cost of goods sold			12,150		908		b,p,r	13,058
Gross profit							r	$	19,023
Cost of goods sold	10,987		(10,987)		—		r	—
Selling, general and administrative	31,810		2,362		(10,696)		c,p	23,476
Research and development	1,613		—		(598)		d	1,015
Depreciation and amortization	3,632		(3,525)		(107)		j,p	—
Total operating expenses	$	48,042	$	(12,150)	$	(11,401)		$	24,491
Operating loss	$	(2,336)	$	—	$	(3,132)		$	(5,468)
Interest expense, net	2,829		—		(8)		n.m.	2,821


Other expenses (income), net	8		—		(387)		e	(379)
Total other expenses, net	$	2,837	$	—	$	(395)		$	2,442
Loss before income taxes	$	(5,173)	$	—	$	(2,737)		$	(7,910)
Income tax (benefit) expense	(79)		—		122		n	43
Net loss	$	(5,094)	$	—	$	(2,859)		$	(7,953)


Net loss per common share:
Basic and diluted	$	(0.64)			(0.35)			$	(0.99)

Shares used in computing net loss per share
Basic and diluted	8,000,002							8,000,002


Net loss	$	(5,094)	$	—	$	(2,859)		$	(7,953)
Other comprehensive loss — foreign currency translation adjustments, net of tax	(57)		—		—			(57)
Comprehensive loss	$	(5,151)	$	—	$	(2,859)		$	(8,010)


	Three Months Ended March 31, 2021
	As Reported		Reclassification		Restatement Adjustments		Restatement Reference	As Restated
Net revenue	$	36,341	$	—	$	(7,840)	a	$	28,501
Cost of goods sold			7,929		(90)		b,p,r	7,839
Gross profit							r	$	20,662
Cost of goods sold	6,765		(6,765)		—		r	—
Selling, general and administrative	20,010		2,264		(6,722)		c,p	15,552
Research and development	1,085		—		683		d	1,768
Depreciation and amortization	3,456		(3,428)		(28)		j,p	—
Total operating expenses	$	31,316	$	(7,929)	$	(6,067)		$	17,320
Operating income	$	5,025	$	—	$	(1,683)		$	3,342
Interest expense, net	2,005		—		(10)		n.m.	1,995
Loss on extinguishment of debt	2,317		—		—			2,317

Other expenses, net	26		—		—			26
Total other expenses, net	$	4,348	$	—	$	(10)		$	4,338
Income (loss) before income taxes	$	677	$	—	$	(1,673)		$	(996)
Income tax (benefit) expense	86		—		(531)		n	(445)
Net income (loss)	$	591	$	—	$	(1,142)		$	(551)

Net income (loss) per share common share:
Basic and diluted	$	0.07			$	(0.14)		$	(0.07)

Shares used in computing net income (loss) per share:
Basic and diluted	8,000,002							8,000,002


Net income (loss)	$	591	$	—	$	(1,142)		$	(551)
Other comprehensive income (loss) — foreign currency translation adjustments, net of tax	—		—		—			—
Comprehensive income (loss)	$	591	$	—	$	(1,142)		$	(551)


			ESTIMATED USEFUL LIVES
Machinery equipment			3 years
Capital lease equipment			3 years
Computer software and website development			3 years
Leasehold improvements			Lesser of useful life or term of lease


	March 31, 2022		December 31, 2021
(In thousands)	(As Restated)
Work in process	$	1,944	$	1,569
Finished goods	24,547		20,042
Total	$	26,491	$	21,611


(In thousands)	Weighted Average Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks	10	$	46,123	$	(19,009)	$	27,114
Customer lists	10	39,370		(17,388)		21,982
Supply agreement	10	25,570		(11,294)		14,276
Developed technology	10	22,863		(10,176)		12,687
Patents	20	294		(14)		280
Total		$	134,220	$	(57,881)	$	76,339


OBAGI GLOBAL HOLDINGS LIMITED


	Three Months Ended March 31,
	2022		2021
(In thousands)	(As Restated)		(As Restated)
Revenue by Sales Channel
Direct sales	$	16,862	$	15,756
Distributors	13,794		10,650
Net product sales	30,656		26,406
Royalties	1,425		2,095
Net revenue	$	32,081	$	28,501

Revenue by Geographic Region
North America	$	18,167	$	17,284
Rest of the World	12,489		9,122
Net product sales	30,656		26,406
Royalties	1,425		2,095
Total:	$	32,081	$	28,501


Years Ending December 31,
2022 (remaining 9 months)	$	10,138
2023	13,521
2024	13,358
2025	13,316
2026	13,316
Thereafter	12,690
	$	76,339


Years Ending December 31,
2022 (remaining 9 months)	$	17,062
2023	5,500
2024	5,500
2025	5,500
2026	89,926
Total unpaid principal	$	123,488


		As of
	Maturity Date	March 31, 2022		December 31, 2021
(In thousands)		(As Restated)
2021 Term Loan	March 2026	$	108,488	$	109,175
2021 Revolving Credit Facility	March 2026	15,000		15,000
Unamortized debt issuance costs		(5,005)		(5,310)
Net carrying amount		118,483		118,865
Less: Current portion of long-term debt		(16,205)		(15,442)
Total long-term portion		$	102,278	$	103,423


(In thousands)	Number of Common Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 1, 2022	800,000	$	41.10	9.1	$	16,456
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited	—	—		—	—
Vested	—	—		—	—
Outstanding as of March 31, 2022	800,000	$	41.10	8.8	$	17,992


(In thousands)	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of January 1, 2022	243,307	$	38.68
Granted	1,754	68.19
Exercised	—	—
Forfeited	—	—
Vested	—	—
Outstanding as of March 31, 2022	245,061	$	38.89


Year Ending December 31
2022 (remaining 9 months)	$	1,224
2023	1,626
2024	1,456
2025	1,490
2026	844
Thereafter	1,911
	$	8,551