Waldencast plc Announces its Intent to Delay the Filing of its Annual Report and Announces the Consummation of its Previously Announced Acquisition in Southeast Asia
25 Avril 2023 - 10:05PM
Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a
global multi-brand beauty and wellness platform, today announced
that it expects to file a Form 12b-25 with the U.S. Securities and
Exchange Commission (the “SEC”) on or about May 2, 2023, providing
the Company a 15-day extension to file its annual report for the
fiscal year ended December 31, 2022 on Form 20-F (the “Annual
Report”). Accordingly, the Company is postponing its fiscal year
2022 and fourth quarter earnings call (the “Earnings Call”).
The Company is delaying its Annual Report filing because of an
ongoing review of the Company’s year-end 2022 financial statements
and related issues. The Company is conducting an analysis
pertaining to, among other things, certain accounting issues in
connection with the sale of certain Obagi products for the Vietnam
market. The Company’s Audit Committee is conducting an independent
review, with the assistance of outside counsel, of the
circumstances surrounding these issues to determine, among other
things, whether certain accounting adjustments are necessary. This
review arose from concerns regarding the lapse in renewing the
importation licenses in Vietnam, which are still pending, and
related effects, triggering, among other things, the need for
further analysis under the ASC Topic 606 with respect to the
collectability of the relevant revenue during that period.
In addition, the Company is announcing that it consummated, in
March 2023, its previously announced acquisition of a 60%
controlling interest in an entity comprising the business of its
Southeast Asia distributor (the “joint venture”). In connection
with this transaction, a majority of the outstanding accounts
receivable owed to the Company by its Southeast Asia distributor as
of December 31, 2022, were extinguished in exchange for the 60%
controlling interest in the joint venture, into which the Southeast
Asia distributor contributed its business, including existing
inventory on hand. The residual accounts receivable balance remains
owed to the Company by the former owner of the Southeast Asia
distributor (the “seller”), who received the remaining 40%
ownership interest in the joint venture, which obligation is
supported by the Company’s right to receive additional equity in
the joint venture and contractual rights of setoff against future
payments, including a potential earn-out payment to the seller.
The Company’s management and the Audit Committee are also
reviewing the effectiveness of the Company’s controls over its
disclosure and internal accounting and financial reporting for the
year ended December 31, 2022.
Given the ongoing nature of the review, the Company notes that
there can be no assurance that the Annual Report will be filed
during the 15-day prescribed extension period allowed under Rule
12b-25. As a consequence of the delay in the Annual Report’s
filing, and should accounting adjustments to its financial results
become necessary, the Company expects to proactively engage with
its lenders to review the need for any adjustments to its
obligations under its credit agreement in order to mitigate the
risk of a covenant breach.
The Company will issue a press release announcing the new date
and time for the Earnings Call as promptly as is practicable.
About Waldencast
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, brands will benefit from the operational scale of a
multi-brand platform, 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/.
Cautionary Statement Regarding Forward-Looking
Statements 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 of the Company’s expectations regarding the resolution
of the Audit Committee review; the impact of such review on the
Company’s financial statements; the impact of conversations with
the Company’s lenders on cash flow, financing or financial
information; the timing of the announcement of the new date and
time for the Earnings Call; the timing of the resolution of the
issues related to the Company’s fiscal year 2022 financial
statements, including its revenue recognition analysis; the timing
of the filing of the Annual Report; 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: delays in the Audit Committee’s ability to complete its
review and the Company’s ability to finalize its fiscal year 2022
audited financial results in a timely manner; the risk that the
Audit Committee review identifies errors, which may be material;
the finalization of management’s and the Audit Committee’s review
of the effectiveness of the Company’s internal accounting controls
and financial reporting and the potential for material weakness in
the Company’s internal controls over financial reporting;
covenants, defaults and events of default under the Company’s
credit agreement, which could limit the Company’s ability to
operate or undertake certain types of transactions and could
adversely affect the Company’s liquidity; the potential for
delisting, legal proceedings or government investigations or
enforcement actions relating to the subject of the Audit Committee
review or inability to finalize financial results in a timely
manner; and other risks detailed in our Registration Statement on
Form F-1 (File No. 333-267053), originally filed with the SEC on
August 24, 2022 and as thereafter amended, 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. The Company
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 Malkin/Nina
Weisswaldencastir@icrinc.com
MediaICRBrittney Fraser/Alecia
Pulmanwaldencast@icrinc.com
Waldencast (NASDAQ:WALD)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Waldencast (NASDAQ:WALD)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024