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 of our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including, among others: (i) the impact of the material weaknesses in our internal control over financial reporting, including associated investigations, our efforts to remediate such material weakness and the timing of remediation and resolution of associated investigations; (ii) our ability to recognize the anticipated benefits from any acquired business, including the Business Combination; (iii) our ability to successfully implement our management’s plans and strategies; (iv) the overall economic and market conditions, sales forecasts and other information about our possible or assumed future results of operations or our performance; (v) the general impact of geopolitical events, including the impact of current wars, conflicts or other hostilities; (vi) the potential for delisting, legal proceedings or existing or new government investigation or enforcement actions, including those relating to the restatement or the subject of the Audit Committee of our Board of Directors’ review further described in our annual report filed on Form 20-F for the year ended December 31, 2022; (vii) our ability to manage expenses, our liquidity and our investments in working capital; (viii) any failure to obtain governmental and regulatory approvals related to our business and products; (ix) the impact of any international trade or foreign exchange restrictions, increased tariffs, foreign currency exchange fluctuations; (x) our ability to raise additional capital or complete desired acquisitions; (xi) our ability to comply with financial covenants imposed by the new 2025 credit agreement we entered into referenced in the section entitled "Liquidity” above and the impact of debt service obligations and restricted debt covenants; (xii) 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; (xiii) the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; (xiv) the ability of Waldencast to implement its strategic initiatives and continue to innovate Obagi Medical’s and Milk Makeup’s existing products and anticipate and respond to market trends and changes in consumer preferences; (xv) any shifts in the preferences of consumers as to where and how they shop; (xvi) the impact of any unfavorable publicity on our business or products; (xvii) changes in future exchange or interest rates or credit ratings; (xviii) changes in, and uncertainty with respect to, laws, regulations, and policies, including as a result of the change in the U.S.administration; and (xix) social, political and economic conditions.
The Adjusted EBITDA Margin reconciliation by Segment for each period is included in the Appendix. (In thousands, except for percentages) Three Months Ended March 31, 2025 Three Months Ended March 31, 2024Net Loss $(20,735) $(3,894)Adjusted For: Depreciation and amortization 14,998 14,884 Interest expense, net 6,384 4,293 Income tax expense (benefit) 1,398 (685)Stock-based compensation expense 2,368 1,059 Legal and advisory non-recurring costs(1) 1,474 7,924 Change in fair value of assets and liabilities (1,167) (12,160)Amortization and release of related party liability(2) — (316)Other costs(3) (353) 246 Adjusted EBITDA $4,366 $11,351 Net Revenue $65,442 $68,272 Net Loss % of Net Revenue (31.7)% (5.7)%Adjusted EBITDA Margin 6.7% 16.6% (1) Includes mainly legal, advisory and consultant fees related to the financial restatement of the 2020-2022 periods and associated regulatory investigation, and the Business Combination.(2) Relates to the fair value of the related party liability for the unfavorable discount to the Obagi Medical China Business as part of the Business Combination.(3) Other costs include legal settlements, foreign currency translation losses and (gains), and restructuring costs. 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 March 31, 2025. (In thousands) Reconciliation of Net Carrying Amount of debt to Net DebtCurrent portion of long-term debt $7,740 Long-term debt 164,694 Net carrying amount of debt 172,434 Adjustments: Add: Unamortized debt issuance costs 10,401 Less: Cash & cash equivalents (10,782)Net Debt $172,053 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.
Contacts: InvestorsICR Allison Malkinwaldencastir@icrinc.com MediaICRBrittney Fraser/Alecia Pulmanwaldencast@icrinc.com Appendix Adjusted Gross Profit Group(In thousands, except for percentages) Three months ended March 31, 2025 Three months ended March 31, 2024Net Revenue $65,442 $68,271 Gross Profit 47,205 49,580 Gross Profit Margin 72.1% 72.6%Gross Margin Adjustments: Amortization of the fair value of the related party liability(1) — (316)Amortization impact of intangible assets(2) 2,801 2,801 Adjusted Gross Profit $50,006 $52,065 Adjusted Gross Margin % 76.4% 76.3% (1) Relates to the fair value of the related party liability for the unfavorable discount to the Obagi Medical China Business as part of the Business Combination.(2) The supply agreement and formulations intangible assets are amortized to cost of goods sold. Obagi Medical Milk Makeup(In thousands, except for percentages) Three months ended March 31, 2025 Three months ended March 31, 2024 Three months ended March 31, 2025 Three months ended March 31, 2024Net Revenue $36,166 $33,768 $29,276 $34,503 Gross Profit 26,851 24,989 20,354 24,597 Gross Profit Margin 74.2% 74.0% 69.5% 71.3%Gross Margin Adjustments: Amortization of the fair value of the related party liability — (316) — — Amortization impact of intangible assets 2,801 2,801 — — Adjusted Gross Profit $29,652 $27,474 $20,354 $24,597 Adjusted Gross Margin % 82.0% 81.4% 69.5% 71.3% Adjusted EBITDA Margin by Segment Obagi Medical Milk Makeup(In thousands, except for percentages) Three months ended March 31, 2025 Three months ended March 31, 2024 Three months ended March 31, 2025 Three months ended March 31, 2024Net Loss $(9,056) $(5,761) $(1,004) $5,340 Adjusted For: Depreciation and amortization 10,420 10,395 4,578 4,489 Interest expense (income), net 3,385 3,187 (3) (55)Income tax expense (benefit) 1,369 (687) 25 — Stock-based compensation expense (526) (781) 568 357 Legal and advisory non-recurring costs 189 467 — — Change in fair value of assets and liabilities 14 — — — Amortization and release of related party liability — (316) — — Other costs 104 239 206 (105)Adjusted EBITDA $5,900 $6,743 $4,370 $10,026 Net Revenue $36,166 $33,768 $29,276 $34,503 Net Loss % of Net Revenue (25.0)% (17.1)% (3.4)% 15.5%Adjusted EBITDA Margin 16.3% 20.0% 14.9% 29.
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