0001840199-24-000006 | 20-F | XBRL Viewer

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GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Beginning balance		$ 44,489	$ 44,489	$ 44,489
Elimination of Predecessor goodwill			(44,489)
Obagi and Milk Business Combinations			403,335
Impairment loss	$ (68,715)	0	(68,715)	0	$ 0
Ending balance	334,620		334,620	44,489	44,489
Obagi Skincare
Goodwill [Roll Forward]
Beginning balance		44,489	44,489	44,489
Elimination of Predecessor goodwill			(44,489)
Obagi and Milk Business Combinations			268,263
Impairment loss	(68,700)		(68,715)
Ending balance	199,548		199,548	44,489	44,489
Milk Makeup
Goodwill [Roll Forward]
Beginning balance		$ 0	0	0
Elimination of Predecessor goodwill			0
Obagi and Milk Business Combinations			135,072
Impairment loss			0
Ending balance	$ 135,072		$ 135,072	$ 0	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

DEBT

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT


		As of December 31, 2022		As of December 31, 2021
(In thousands)	Maturity Date	(Successor)		(Predecessor)
2022 Term Loan	July 2026	$	170,652	$	—
2022 Revolving Credit Facility	July 2026	14,117		—
Predecessor 2021 Term Loan	March 2026	—		109,175
Predecessor 2021 Revolving Credit Facility	March 2026	—		15,000
Predecessor 2018 Term Loan	December 2023	—		—
Predecessor 2018 Revolving Credit Facility	December 2023	—		—
Predecessor PPP Loan	May 2022	—		—
Unamortized debt issuance costs		(5,445)		(5,310)
Net carrying amount		$	179,324	$	118,865
Less: Current portion of long-term debt		(20,095)		(15,442)
Total long-term portion		$	159,229	$	103,423

Successor 2022 Credit Agreement

In June 2022, the Borrower, a wholly-owned subsidiary of the Company, together with Waldencast Partners LP and certain of its subsidiaries as guarantors, entered into the 2022 Credit Agreement with the Lenders and JPMorgan, as administrative agent for the Lenders. The 2022 Credit Agreement provides the Company with access to a term loan of $175.0 million (the “2022 Term Loan”) and a revolving credit capacity with borrowing capacity of up to $50.0 million (the “2022 Revolving Credit Facility”), of which up to $7.5 million may be available, at Borrower’s option, to be drawn in form of letters of credit (“2022 Letter of Credit”). The 2022 Credit Agreement is secured by the assets of the Company. The 2022 Credit Agreement restricts the Company’s ability to make certain distributions or dividends, subject to a number of enumerated exceptions, which restrictions will not apply at any time the Company’s Leverage Ratio is below 2.5X.

The 2022 Credit Agreement matures on July 27, 2026, four years following the funding date. The Company may elect to borrow either alternate base rate borrowings or term benchmark borrowings. Each draw that is an alternate base rate borrowing bears interest at an Alternate Base Rate (as defined in the 2022 Credit Agreement) plus the applicable rate of 2.5% per annum. Each draw that is a term benchmark borrowing bears interest at the Term SOFR Rate (as defined in the 2022 Credit Agreement), which resets periodically, plus 0.1% and the applicable rate of 3.5% per annum. As of December 31, 2022, borrowings under the 2022 Credit Agreement consisted entirely of term benchmark borrowings at a borrowing rate of 7.9%. The carrying amount of debt approximates fair value due to the adjusting interest rates of the term loan, which approximate current market rates.

In connection with the issuance of the 2022 Credit Agreement, the Company incurred $6.3 million of debt issuance costs. As of December 31, 2022, the Company had unpaid principal of $170.7 million and $14.1 million on the 2022 Term Loan and the 2022 Revolving Credit Facility, respectively. The 2022 Term Loan and the 2022 Revolving Credit Facility had total unamortized debt issuance costs of $5.4 million as of December 31, 2022. As of December 31, 2022, the weighted average interest rate was 6.6% for the 2022 Term Loan and the 2022 Revolving Credit Facility. The current portion of the 2022 Term Loan and the 2022 Revolving Credit Facility was $8.4 million and $14.1 million, respectively. The current portion of the unamortized debt issuance costs on the 2022 Term Loan and the 2022 Revolving Credit Facility was $1.2 million and $1.2 million, respectively. The accrued interest was $0.1 million as of December 31, 2022. Unamortized debt issuance costs on the 2022 Letter of Credit is $0.2 million, of which $51,000 was recognized in other current assets and $0.1 million was recognized in other assets in the consolidated balance sheets.

Scheduled maturities under the Company’s 2022 Credit Agreement as of December 31, 2022 (Successor Period) are as follows :

(In thousands)


Year ending December 31,
2023	$	22,490
2024	7,963
2025	11,264
2026	143,052
2027	—
Total unpaid principal	$	184,769

Waiver and Consent and Amendment to the 2022 Credit Agreement

In September 2022, the Borrower entered into a technical amendment to the 2022 Credit Agreement to cure a technical error and clarify when the first amortization payment under the 2022 Credit Agreement is due and payable.

In May 2023, the Borrower entered into a waiver and consent agreement with JPMorgan and the required Lenders to, among other things, waive certain defaults or events of default that had or would have resulted from the failure to deliver certain financial information and related reports. In June 2023, the Borrower entered into a subsequent waiver and consent agreement with JPMorgan and the required Lenders, pursuant to which they agreed to, among other things, (a) continue to waive certain defaults or events of default that had or would have resulted from the failure to deliver certain financial information and related reports and (b) suspend the testing of certain financial covenants in the 2022 Credit Agreement.

In August 2023, the Borrower entered into a subsequent waiver and consent agreement with JPMorgan and the required Lenders, pursuant to which they agreed to, among other things, (i) waive any default or event of default that has or would result from the failure to deliver the financial information and related reports with respect to the fiscal year of the Borrower ended December 31, 2022 and the fiscal quarters of the Borrower ended March 31, 2023 and June 30, 2023, respectively and (ii) suspend the testing of certain financial covenants set forth in the 2022 Credit Agreement. Such waiver would remain in effect until September 15, 2023.

In September 2023, the Borrower and Waldencast Partners LP entered into the second amendment and waiver to the 2022 Credit Agreement (the “Amendment”) with JPMorgan and the required Lenders, pursuant to which they agreed to (i) waive any default or event of default that has or would result from (a) the failure to deliver the financial information and related reports with respect to the fiscal year of the Borrower ended December 31, 2022 and the fiscal quarters of the Borrower ended March 31, 2023 and June 30, 2023, respectively, (b) any inaccuracy or misrepresentation in certain historical financial statements previously delivered to JPMorgan and (c) certain historical breaches of the financial covenants and (ii) amend the 2022 Credit Agreement to, among other things, modify the existing financial covenant tests. The Borrower is required to deliver certain of the financial information described in (i)(a) above by December 31, 2023 (the “Waiver Expiration Date”). Failure to deliver the required audited financial information and certain other deliverables on or prior to the Waiver Expiration Date will result in an event of default under the 2022 Credit Agreement (unless otherwise waived or extended). The Amendment also (i) included additional restrictions on the Borrower’s, Waldencast Partners LP's and certain of their subsidiaries’ ability to incur certain types of additional indebtedness, make certain acquisitions and investments, create certain liens, dispose of certain assets and make certain types of restricted payments, (ii) established a minimum liquidity covenant of $15.0 million, which is certified on a monthly basis, and (iii) introduced additional financial reporting obligations, in each case until the earlier of September 30, 2024 or such earlier time that the Borrower elects to test the financial covenants in the same manner as prior to giving effect to the Amendment.

The Borrower subsequently delivered unaudited financial information and related reports with respect to the fiscal quarters of the Borrower ended March 31, 2023 and June 30, 2023. In December 2023, the Borrower entered into a subsequent waiver and consent agreement with JPMorgan and the required Lenders, pursuant to which they agreed, among other things, to waive any default or event of default that has or would result from the failure to

deliver the financial information and related reports with respect to the fiscal year of the Borrower ended December 31, 2022. Such waiver shall remain in effect until January 15, 2024.

Predecessor 2021 Credit Agreement

In March 2021, Obagi replaced its Predecessor 2018 Credit Agreement (described below) for a new financing agreement with a syndicate of lenders, including TCW Asset Management Company LLC as administrative agent for the lenders (the “2021 Credit Agreement”). The terms and conditions of the 2018 Credit Agreement and the 2021 Credit Agreement limited the ability of Obagi and its wholly-owned subsidiaries to declare dividends or make other distributions, directly or indirectly, to its shareholder, subject to certain enumerated exceptions, including, but not limited to, dividends up to a specified amount if Obagi was able to achieve certain “Consolidated Total Leverage Ratios” thresholds. Due to the aforementioned restrictions, substantially all of the net assets of Obagi’s subsidiaries were restricted.

The 2021 Credit Agreement included a term loan of $110.0 million (the “2021 Term Loan”) and a revolving credit facility with borrowing capacity of up to $40.0 million (“2021 Revolving Credit Facility”). Both the 2021 Term Loan and the 2021 Revolving Credit Facility were due to mature in March 2026. The 2021 Term Loan and 2021 Revolving Credit Facility bore interest at the LIBOR plus an applicable margin, as determined by the Company’s leverage ratios, and were subject to LIBOR succession provisions. In connection with the issuance of the 2021 Credit Agreement, the Company incurred $6.4 million of debt issuance costs. The 2021 Credit Agreement was secured by the assets of the Company.

As of December 31, 2021 (Predecessor Period), the Company had unpaid principal of $109.2 million, and unamortized debt issuance costs of $3.9 million on the 2021 Term Loan. The interest rate was 8.5% and there was no accrued interest as of December 31, 2021 (Predecessor Period). The current portion of the 2021 Term Loan and 2021 Revolving Credit Facility was $2.8 million and $15.0 million, respectively. The current portion of the unamortized debt issuance costs on the 2021 Term Loan and 2021 Revolving Credit Facility was $0.9 million and $1.4 million, respectively. The outstanding debt under the Predecessor 2021 Credit Agreement was paid in full as part of Waldencast’s acquisition of Obagi.

Predecessor 2018 Credit Agreement

In December 2018, and subject to amendments in March 2020 and November 2020, Obagi entered into a credit agreement (the “2018 Credit Agreement”) with a syndicate of banks, including Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent for the banks (the “Syndicate of Banks”). The 2018 Credit Agreement included a term loan of $90.0 million (the “2018 Term Loan”) and a revolving credit facility with borrowing capacity of up to $35.0 million (“2018 Revolving Credit Facility”). Both the 2018 Term Loan and the 2018 Revolving Credit Facility were due to mature in December 2023. In connection with the issuance of the 2018 Credit Agreement, the Company incurred $2.9 million of debt issuance costs.

Upon settlement of the debt with proceeds from the Predecessor 2021 Credit Agreement, the Company recorded a loss on extinguishment of the 2018 Credit Agreement of $2.3 million to loss on extinguishment of debt in the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 (Predecessor Period), which consisted of expensing unamortized debt issuance costs.

Predecessor PPP Loan

In May 2020, the Company received loan proceeds in the amount of $6.8 million under the Paycheck Protection Program (“PPP”) from MUFG Union Bank (the “PPP Loan”). The PPP, established as part of the Coronavirus aid, Relief and Economic Security Act (“CARES Act”), provided for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The PPP Loan accrued interest at a rate of 1%. The PPP Loan and accrued interest were forgivable after eight or twenty-four weeks as long as the borrower used the proceeds for eligible purposes, including payroll, benefits, rent and utilities and maintains its payroll levels. The Company used the proceeds for purposes consistent with the PPP, and in 2021, received approval from MUFG Union Bank and the Small Business Administration (“SBA”) for forgiveness of the full amount of its PPP Loan, inclusive of accrued interest of $74,000. The Company recognized a gain on PPP Loan forgiveness of $6.8 million for the year ended December 31, 2021 (Predecessor Period).

In February 2023, the Company was notified by its lender that the SBA had requested additional documents relating to the Company’s PPP Loan. The Company provided the required documentation and no further communication has been received in response.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

INTANGIBLE ASSETS—NET - Expected Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 56,675
2024	56,675
2025	56,675
2026	56,675
2027	53,350
Thereafter	359,115
Net Carrying Amount	$ 639,165	$ 79,574

INTANGIBLE ASSETS—NET - Narrative (Details) - USD ($) $ in Millions	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 24.0	$ 7.7	$ 13.5	$ 13.3

INCOME TAX BENEFIT - Narrative (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax rate	0.00%	0.00%	0.00%	0.00%
Decrease in valuation allowance	$ 28,100
Valuation allowance	7,944		$ 14,060	$ 0
Unrecognized tax benefits	$ 0		$ 0	$ 0

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Reconciliation of Financial Measures of Segments to Consolidated Totals

The following is a reconciliation of financial measures of the Company’s segments to the consolidated totals:


	Period from July 28 to December 31, 2022 (Successor):
(In thousands)	Obagi Skincare		Milk Makeup		Total

Net revenue	$	61,090	$	31,283	$	92,373
Cost of goods sold	44,973		15,684		60,657
Gross profit	$	16,117	$	15,599	$	31,716

Reconciliation of Segment Gross Profit to Net Income (Loss) Before Income Taxes

The following table reconciles segment gross profit to net income (loss) before income taxes for the period from July 28 to December 31, 2022 (Successor Period):


	Period from July 28 to December 31, 2022
(In thousands)	Successor

Gross profit	$	31,716
Selling, general and administrative	88,926
Research and development	1,796
Loss on impairment of goodwill	68,715
Interest expense, net	6,230
Change in fair value of derivative warrant liabilities	(6,793)
Other expenses (income), net	(798)
Income (loss) before income taxes	$	(126,360)
Net loss	$	(120,557)

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Change in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance		$ 700
Ending balance	$ 1,000		$ 700
Waldencast plc
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	1,061
Provision for bad debts	(67)
Write-off of uncollectible accounts	0
Ending balance	994	1,061
Obagi Cosmeceuticals
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 1,061	671	368
Provision for bad debts		390	303
Write-off of uncollectible accounts		0	0
Ending balance		$ 1,061	$ 671

FINANCIAL INSTRUMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands					5 Months Ended	7 Months Ended	12 Months Ended
	Jul. 28, 2022	Dec. 20, 2021	Mar. 18, 2021	Mar. 01, 2021	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative [Line Items]
Warrants outstanding (in shares)					29,533,282
Change in fair value of derivative warrant liabilities					$ 6,793	$ 0	$ 0	$ 0
Number of shares called by each warrant					1
Exercise price of warrants (in dollars per share)					$ 11.50
Beauty Ventures LLC
Derivative [Line Items]
Consideration received				$ 173,000
Class A Ordinary Shares \| Burwell and Zeno
Derivative [Line Items]
Issued (in shares)		16,000,000
Class A Ordinary Shares \| Beauty Ventures LLC
Derivative [Line Items]
Issued (in shares)				17,300,000
Public Warrants
Derivative [Line Items]
Issued (in shares)			11,499,950
Warrant exercise period					30 days
Warrant redemption period					30 days
Warrant redemption, number of trading days at or above trigger price					20 days
Warrant redemption, trading period					30 days
Warrant redemption, period between end of trading and notice of redemption					3 days
Warrant redemption, stock price trigger (in dollars per share)					$ 18.00
Public Warrants \| Share-Based Payment Arrangement, Tranche One
Derivative [Line Items]
Warrant redemption price (in dollars per share)					0.01
Warrant redemption, stock price trigger (in dollars per share)					18.00
Public Warrants \| Share-Based Payment Arrangement, Tranche Two
Derivative [Line Items]
Warrant redemption price (in dollars per share)					0.01
Warrant redemption, stock price trigger (in dollars per share)					$ 10.00
Sponsor Warrants
Derivative [Line Items]
Issued (in shares)	1,000,000		5,933,333
Consideration received	$ 1,500
Sponsor Warrants \| Burwell and Zeno
Derivative [Line Items]
Issued (in shares)		5,333,333
Sponsor Warrants \| Beauty Ventures LLC
Derivative [Line Items]
Issued (in shares)				5,766,666
Private Placement Warrants
Derivative [Line Items]
Warrant exercise period					30 days
Interest rate collar
Derivative [Line Items]
Derivative notional value					$ 160,000
Fixed cash payment					$ 800
Interest rate floor (percent)					2.55%
Interest rate cap (percent)					5.25%
Fair value of derivative asset					$ 200
Loss from change in fair value on derivative instruments					$ 600

INCOME TAX BENEFIT - Summary of Net Operating Losses and Tax Credit Carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 50,772	$ 20,880
Tax credits	283	283
State
Operating Loss Carryforwards [Line Items]
Net operating losses	39,366	9,772
Tax credits	$ 121	$ 121

SUPPLEMENTAL BALANCE SHEET DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Change in Allowance for Doubtful Accounts

The change in the allowance for doubtful accounts were as follows:


	July 28 to December 31, 2022		January 1 to July 27, 2022		Year ended December 31, 2021
					(As Restated)
(In thousands)	Successor		Predecessor
Balance at beginning of period	$	1,061	$	671	$	368
Provision for bad debts	(67)		390		303
Write-off of uncollectible accounts	—		—		—
Balance at end of period	$	994	$	1,061	$	671

Schedule of Inventory

The components of inventories were as follows:


	As of December 31, 2022		As of December 31, 2021
			(As Restated)
(In thousands)	(Successor)		(Predecessor)
Work in process	$	11,138	$	1,569
Finished goods	43,246		20,042
Total inventory	$	54,384	$	21,611

Property and Equipment, Net

The estimated useful lives of the Company’s assets are as follows:


			ESTIMATED USEFUL LIVES
Computer hardware and software			3 years
Furniture and fixtures			3 - 5 years
Machinery and equipment			3 - 5 years
Gondolas			3 years
Leasehold improvements			Lesser of useful life or term of lease

Property and equipment, net consisted of the following:


	As of December 31, 2022		As of December 31, 2021
			(As Restated)
(In thousands)	(Successor)		(Predecessor)
Computer hardware, software and equipment	$	944	$	752
Furniture and fixture	724		—
Machinery and equipment	608		70
Internally developed software	889		1,041
Gondolas	6,040		—
Leasehold improvements	2,051		13
Total property and equipment	$	11,256	$	1,876
Less accumulated depreciation	(2,928)		(678)
Property and equipment, net	$	8,328	$	1,198

Other Current Liabilities

The major components of other current liabilities consisted of the following (in thousands):


	As of December 31, 2022		As of December 31, 2021
			(As Restated)
(In thousands)	(Successor)		(Predecessor)
Accrued salaries and related expenses	$	9,069	$	6,876
Accrued sales returns and damages	2,651		—
Accrued marketing expenses	95		2,963
Accrued distribution fees	1,621		760
Related party liability	9,914		—
Other	2,773		2,084
Total	$	26,123	$	12,683

RESTATEMENT AND RECLASSIFICATIONS - Consolidated Balance Sheets (Parenthetical) (Details) - $ / shares	Dec. 31, 2021	Nov. 30, 2020	Oct. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Common shares authorized (in shares)	25,000,000	25,000,000	50,000
Common shares, par value (in dollars per share)	$ 0.50
Common shares issued (in shares)	8,000,002	4,000,000
Common shares outstanding (in shares)	8,000,002

SUPPLEMENTAL BALANCE SHEET DISCLOSURES

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL BALANCE SHEET DISCLOSURES

Accounts Receivable, Net

As of December 31, 2022 (Successor Period), accounts receivable, net consisted of accounts receivable of $20.3 million, less allowance for doubtful accounts of $1.0 million. As of December 31, 2021 (Predecessor Period), accounts receivable, net consisted of accounts receivable of $19.4 million, less allowance for doubtful accounts of $0.7 million.

The change in the allowance for doubtful accounts were as follows:


	July 28 to December 31, 2022		January 1 to July 27, 2022		Year ended December 31, 2021
					(As Restated)
(In thousands)	Successor		Predecessor
Balance at beginning of period	$	1,061	$	671	$	368
Provision for bad debts	(67)		390		303
Write-off of uncollectible accounts	—		—		—
Balance at end of period	$	994	$	1,061	$	671

In July 2021, and as amended in December 2021 and April 2022, Obagi Cosmeceuticals LLC, a wholly-owned subsidiary of Obagi, entered into a non-recourse, uncollateralized short-term promissory note, not in the ordinary course of business, lending a third party $2.5 million (the “Predecessor Loan Receivable”). This Predecessor Loan Receivable had a maturity date of December 31, 2022 and carried an interest rate of 1.00% from July 30, 2021 to September 29, 2021 and 8.00% from September 30, 2021 through maturity. The outstanding principal and accrued interest were due upon maturity. As discussed in “Note 2—Restatement and Reclassifications,” the Company wrote-off the $2.5 million loan receivable in 2021 when it was determined to be uncollectible.

Inventories

The components of inventories were as follows:


	As of December 31, 2022		As of December 31, 2021
			(As Restated)
(In thousands)	(Successor)		(Predecessor)
Work in process	$	11,138	$	1,569
Finished goods	43,246		20,042
Total inventory	$	54,384	$	21,611

Property and Equipment, Net

Property and equipment, net consisted of the following:


	As of December 31, 2022		As of December 31, 2021
			(As Restated)
(In thousands)	(Successor)		(Predecessor)
Computer hardware, software and equipment	$	944	$	752
Furniture and fixture	724		—
Machinery and equipment	608		70
Internally developed software	889		1,041
Gondolas	6,040		—
Leasehold improvements	2,051		13
Total property and equipment	$	11,256	$	1,876
Less accumulated depreciation	(2,928)		(678)
Property and equipment, net	$	8,328	$	1,198

Depreciation expense for property and equipment for the period from July 28 to December 31, 2022 (Successor Period) and the period from January 1 to July 27, 2022 (Predecessor Period) were $2.9 million and $0.5 million, respectively. Depreciation expense for property and equipment for the years ended December 31, 2021 and 2020 (Predecessor Period) were $0.4 million and $0.1 million, respectively.

Depreciation expense pertains to property and equipment utilized as part of the Company’s SG&A activities and therefore has not been allocated to cost of goods sold.

Other Current Liabilities

The major components of other current liabilities consisted of the following (in thousands):


	As of December 31, 2022		As of December 31, 2021
			(As Restated)
(In thousands)	(Successor)		(Predecessor)
Accrued salaries and related expenses	$	9,069	$	6,876
Accrued sales returns and damages	2,651		—
Accrued marketing expenses	95		2,963
Accrued distribution fees	1,621		760
Related party liability	9,914		—
Other	2,773		2,084
Total	$	26,123	$	12,683

The accrued distribution fees related to service charges such as e-commerce shipping and handling costs. The related party liability of $9.9 million as of December 31, 2022 reflects the remaining unamortized fair value of the related party inventory contract executed on the acquisition date between Obagi and the Obagi China Business (see “Note 4. Business Combinations”). This related party liability will be amortized into related party revenue upon the sale of products to the Obagi China Business in subsequent periods.

DEBT - Scheduled Maturities (Details) - 2022 Credit Agreement $ in Thousands	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
2023	$ 22,490
2024	7,963
2025	11,264
2026	143,052
2027	0
Total unpaid principal	$ 184,769

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 8,693	$ 12,794
Restricted cash	1,470	650
Accounts receivable		18,738
Inventories	54,384	21,611
Prepaid expenses	6,273	4,965
Other current assets	679	279
Total current assets	91,043	59,037
Property and equipment, net	8,328	1,198
Intangible assets, net	639,165	79,574
Goodwill	334,620	44,489
Right-of-use asset, net	16,384	0
Other non-current assets	535	288
TOTAL ASSETS	1,090,075	184,586
CURRENT LIABILITIES:
Accounts payable		12,680
Current portion of lease liabilities	2,041	0
Current portion of long-term debt	20,095	15,442
Other current liabilities (including related party liability of $9,914 as of December 31, 2022)	26,123	12,683
Total current liabilities	72,505	40,805
Long-term debt, net	159,229	103,423
Derivative warrant liabilities	18,311	0
Long-term lease liabilities	17,882	0
Deferred income tax liabilities	22,250	548
Other non-current liabilities	0	571
TOTAL LIABILITIES	290,177	145,347
COMMITMENTS AND CONTINGENCIES (NOTE 18)
SHAREHOLDERS' EQUITY:
Common shares		4,000
Additional paid-in capital	796,038	100,113
Accumulated deficit	(156,780)	(64,849)
Accumulated other comprehensive loss	(29)	(25)
TOTAL CONTROLLING SHAREHOLDERS' EQUITY	639,239	39,239
Noncontrolling interest	160,659	0
TOTAL SHAREHOLDERS' EQUITY	799,898	39,239
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,090,075	184,586
Nonrelated Party
CURRENT ASSETS:
Accounts receivable	19,259	18,738
CURRENT LIABILITIES:
Accounts payable	23,873	12,680
Related Party
CURRENT ASSETS:
Accounts receivable	285	0
CURRENT LIABILITIES:
Accounts payable	373	$ 0
Other current liabilities (including related party liability of $9,914 as of December 31, 2022)	9,914
Class A Ordinary Shares
SHAREHOLDERS' EQUITY:
Common shares	8
Class B Ordinary Shares
SHAREHOLDERS' EQUITY:
Common shares	$ 2

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2020	Oct. 31, 2020
Related party liability	$ 26,123	$ 12,683
Common shares authorized (in shares)		25,000,000	25,000,000	50,000
Common shares, par value (in dollars per share)		$ 0.50
Common shares issued (in shares)		8,000,002	4,000,000
Common shares outstanding (in shares)		8,000,002
Preferred shares authorized (in shares)	25,000,000
Preferred shares, par value (in dollars per share)	$ 0.0001
Preferred shares issued (in shares)	0
Preferred shares outstanding (in shares)	0
Related Party
Related party liability	$ 9,914
Class A Ordinary Shares
Common shares authorized (in shares)	1,000,000,000
Common shares, par value (in dollars per share)	$ 0.0001
Common shares issued (in shares)	86,460,560
Common shares outstanding (in shares)	86,460,560
Class B Ordinary Shares
Common shares authorized (in shares)	100,000,000
Common shares, par value (in dollars per share)	$ 0.0001
Common shares issued (in shares)	21,104,225
Common shares outstanding (in shares)	21,104,225

REVENUE - Narrative (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
REVENUE - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 142,472	$ 94,428
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	90,385	70,729	136,759	88,524
UNITED STATES \| Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	54,300	43,800	76,700	63,400
CHINA \| Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	17,000		16,200
VIET NAM \| Net product sales
Disaggregation of Revenue [Line Items]
Net revenue		14,900	18,600
Physician Channel Provider
Disaggregation of Revenue [Line Items]
Net revenue	26,300	32,200	58,800	51,600
Spa Channel Distributor
Disaggregation of Revenue [Line Items]
Net revenue	$ 300	$ 400	$ 3,600	$ 2,500
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Customer One
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	29.00%	44.00%	44.00%	57.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Customer Two
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	18.00%	20.00%	17.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Customer Three
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	16.00%
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk \| UNITED STATES
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	10.00%	10.00%	10.00%	10.00%
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk \| CHINA
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	10.00%		10.00%
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk \| VIET NAM
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		10.00%	10.00%

REVENUE

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

The Company disaggregates its revenue from customers by sales channel, as well as by revenue source and geographic region, based on the location of the end customer, as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

Revenue by Sales Channel

The Company’s revenue is primarily generated from product sales. Direct Sales revenue listed in the table below includes (i) sales to physicians through the Physician Channel Provider, (ii) DTC sales via the Company’s e-commerce platforms, and (iii) sales directly to retailers. Distributors revenue includes products sold through distributors other than the Physician Channel Provider.

Total revenue by sales channel was as follows for the periods indicated:


	Period from July 28 to December 31, 2022
	Successor
(In thousands)	Obagi Skincare		Milk Makeup		Total
Revenue by Sales Channel
Direct sales	$	30,276	$	30,192	$	60,468
Distributors	28,826		1,091		29,917
Net product sales	$	59,102	$	31,283	$	90,385
Royalties	1,988		—		1,988
Net revenue	$	61,090	$	31,283	$	92,373


	Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
			(As Restated)		(As Restated)
(In thousands)	Predecessor
Revenue by Sales Channel
Direct sales	$	39,649	$	68,181	$	54,343
Distributors	31,080		68,578		34,181
Net product sales	$	70,729	$	136,759	$	88,524
Royalties	3,031		5,713		5,904
Net revenue	$	73,760	$	142,472	$	94,428

During the period from July 28 to December 31, 2022 (Successor Period), three customers accounted for 29%, 18% and 16% of the Company’s revenue, respectively. During the period from January 1 to July 27, 2022, (Predecessor Period), two customers accounted for 44% and 20% of the Company’s revenue. For the year ended December 31,

2021 (Predecessor Period), two customers accounted for 44% and 17% of the Company’s revenue. For the year ended December 31, 2020 (Predecessor Period), one customer accounted for 57% of the Company’s revenue.

The Physician Channel Provider is an authorized wholesale distributor and service provider for the Company in the U.S. Revenue from sales to physicians and e-commerce customers made through this provider are considered direct sales revenue. The Physician Channel Provider is also a distributor of the Company’s products to other channels, such as the spa channel, and the related sales are considered distributor revenue (in which instances it is referred to as the “Spa Channel Distributor”). Revenue generated from products sold to physicians and the DTC channel via the Company’s e-commerce platform through the Physician Channel Provider was $26.3 million during the period from July 28 to December 31, 2022 (Successor Period), $32.2 million during the period from January 1 to July 27, 2022, (Predecessor Period), $58.8 million during the year ended December 31, 2021 (Predecessor Period), and $51.6 million during the year ended December 31, 2020 (Predecessor Period). Revenue generated from products sold to the Spa Channel Distributor was $0.3 million during the period from July 28 to December 31, 2022 (Successor Period), $0.4 million during the period from January 1 to July 27, 2022, (Predecessor Period), $3.6 million during the year ended December 31, 2021 (Predecessor Period), and $2.5 million during the year ended December 31, 2020 (Predecessor Period).

Revenue by Geographic Region

Total revenue by geographic region, based on the location of the end customer, was as follows for the periods indicated:


	Period from July 28 to December 31, 2022
(In thousands)	Successor
Revenue by Geographic Region
North America	$	56,630
Rest of the World	33,755
Net product sales	$	90,385
Royalties	1,988
Total:	$	92,373


	Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
			(As Restated)		(As Restated)
(In thousands)	Predecessor
Revenue by Geographic Region
North America	$	44,443	$	79,122	$	64,040
Rest of the World	26,286		57,637		24,484
Net product sales	$	70,729	$	136,759	$	88,524
Royalties	3,031		5,713		5,904
Total:	$	73,760	$	142,472	$	94,428

During the period from July 28 to December 31, 2022 (Successor Period), the two countries that accounted for more than 10% of the Company’s total revenues were the United States and China, respectively, with net product sales amounting to $54.3 million and $17.0 million, respectively.

During the period from January 1 to July 27, 2022, (Predecessor Period) the two countries that accounted for more than 10% of the Company’s total revenues were the United States and Vietnam, with net product sales amounting to $43.8 million and $14.9 million, respectively.

For the year ended December 31, 2021 (Predecessor Period), the countries that accounted for more than 10% of the Company’s total revenues were the United States, China, and Vietnam, with net product sales amounting to $76.7 million, $16.2 million, and $18.6 million, respectively.

For the year ended December 31, 2020 (Predecessor Period), the United States was the country that accounted for more than 10% of the Company’s total revenues, amounting to net product sales of $63.4 million.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Costa Mesa, California

EMPLOYEE BENEFIT PLAN	12 Months Ended
EMPLOYEE BENEFIT PLAN	Dec. 31, 2022
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLAN	EMPLOYEE BENEFIT PLAN The Company sponsors a Section 401(k) retirement plan and pension plans for employees in the U.S. and the United Kingdom. During the period from July 28 to December 31, 2022 (Successor Period), the period from January 1 to July 27, 2022 (Predecessor Period), and the years ended December 31, 2021 and 2020 (Predecessor Periods) the Company’s contributions to the plan were $0.3 million, $0.4 million, $0.6 million, and $0.5 million, respectively.

RESTATEMENT AND RECLASSIFICATIONS - Summary of Reclassification Adjustments (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Reclassification [Line Items]
Amortization of intangible assets	$ 24,000	$ 7,700	$ 13,500	$ 13,300
Reclassification
Reclassification [Line Items]
Amortization of intangible assets			$ 4,656	$ 4,656

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Dividends paid (in dollars per share)	$ 0.25	$ 0.26

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Stock-based compensation In January 2023, the Company granted an aggregate of 2,290,000 stock growth incentive awards (the “SGI Awards”) in performance share units to certain Waldencast employees, in an amount up to 200% of the target share units allocated to the program, which are based on meeting the respective Company’s net revenue and EBITDA targets for the year ended December 31, 2025. The SGI Awards had a grant date fair value of $8.88 and require a one-year post vesting holding period once the shares have been awarded. Long-term Incentive (“LTI”) Awards In May 2023, the LTI Awards were modified to waive the performance conditions for most Obagi and Waldencast employees, other than the Chief Executive Officer of Obagi and the Chief Executive Officer and Chief Growth Officer of Waldencast. Based on the financial statements prepared by the Company for the period ended December 31, 2022, the Board has certified that the applicable performance goals have not been met and, accordingly, that the 2022 RSUs granted to our founders will not vest. Texas Leases In December 2021, Obagi entered into two leases for office and warehouse space in Texas as part of their plans to relocate the headquarters from California. Obagi’s corporate headquarters were located in Long Beach, California until September 2022, when Obagi moved its headquarters to Houston, Texas under a lease that will expire in July 2032. In January 2024, Obagi will relocate its headquarters back to its Long Beach offices, where it occupies facilities totaling approximately 28,300 rentable square feet under a lease that expires in June 2026. Obagi entered into a sublease for the office space in Texas once Obagi relocates to California that will run through December 2025. The Obagi warehouse facilities located in Conroe, Texas are subject to a lease that will expire in February 2031 and Obagi plans to sublease those facilities subject to finding a tenant. ROU assets as of December 31, 2022 associated with the office and warehouse were $4.0 million and $2.5 million, respectively. The Company is in the process of assessing whether or not impairment exists. Transaction with the SA Distributor In March 2023, as part of the Company’s strategy to internalize distribution channels in key markets, certain of Obagi’s subsidiaries entered into and consummated a Purchase Agreement (the “Vietnam Purchase Agreement”) with Obagi Vietnam and the SA Distributor, pursuant to which, among other terms, Obagi acquired certain assets of Obagi Vietnam from the SA Distributor and in return, the SA Distributor received forty percent (40%) of the outstanding equity of Obagi Blue Sea Holding, LLC, a subsidiary of Obagi and the parent company of Obagi Vietnam. The Vietnam Purchase Agreement also provided the SA Distributor with a potential earnout payment based upon the net revenue of the business of Obagi Vietnam during the twelve-month period ending on December 31, 2026, subject to setoff for any owed obligations. The Company currently does not anticipate that any such earnout payment will be payable. The SA Distributor does not currently have any active participation in the Obagi Vietnam business other than as a silent shareholder. 2022 Credit Agreement As discussed in “Note 8. Debt,” Borrower and Waldencast Partners LP and JPMorgan, entered into a waiver and consent to the 2022 Credit Agreement in May 2023, August 2023 and December 2023. The 2022 Credit Agreement was amended in September 2023. Subscription Agreement with PIPE Investors In September 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “2023 PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the 2023 PIPE Investors collectively subscribed for 14,000,000 Class A ordinary shares (the “PIPE Shares”), in a private placement at a purchase price of $5.00 each per share, for aggregate gross proceeds of $70.0 million (the “2023 PIPE Investment”). The Subscription Agreements relating to approximately $68.0 million of proceeds were consummated in September 2023, and the closings of Subscription Agreements relating to the remaining approximately $2.0 million occurred in November 2023, following receipt of regulatory approvals (the “2023 PIPE Closings” and the date on which such Closing occurred, the “PIPE Closing Date”).” No Class B ordinary shares, warrants or other securities of the Company were issued in connection with the 2023 PIPE Investment. As a result, the Company had a total of 122,076,410 ordinary shares issued and outstanding, including 101,228,857 Class A ordinary shares issued and outstanding and 20,847,553 class B ordinary shares issued and outstanding, as of December 31, 2023. SEC Investigation As previously disclosed, the audit committee of the Board, engaged in a review of certain accounting practices applied to the Company’s financial statements for the Predecessor Period and Successor Period through December 31, 2022. The Company proactively and voluntarily self-reported the review to the SEC. In connection with this matter, the Company received a document subpoena from the SEC in September 2023. Although the Company is fully cooperating with the SEC’s investigation and continues to voluntarily respond to requests related to this matter, it cannot predict when the SEC will complete its investigation or its outcome and potential impact such outcome may have on the Company’s business. Any remedial measures, sanctions, fines or penalties, including, but not limited to, financial penalties and awards, injunctive relief and compliance conditions, imposed on the Company could have a material adverse effect on its business, financial condition and results of operations. The Nasdaq Capital Market Listing The Company’s securities are listed on The Nasdaq Capital Market. In May 2023, the Company received written notice from Nasdaq indicating that, as a result of not having timely filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2022, it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC. In July 2023, the Company obtained an extension from Nasdaq permitting it to regain compliance provided it filed this Report no later than October 30, 2023. On October 31, 2023, the Company received a written notice from the Listing Qualifications Staff of Nasdaq (the “Listing Qualifications Staff”) indicating that, based upon its non-compliance with the filing requirement as of October 30, 2023, the Listing Qualifications Staff had determined to delist the Company’s securities from Nasdaq by opening of business on November 9, 2023 unless the Company timely requested a hearing before the Nasdaq Hearings Panel. On November 7, 2023, by requesting a hearing (the “Hearing”) before the Nasdaq Hearings Panel (the “Panel”), the Company appealed the determination of the Listing Qualifications Staff to the Panel and requested that the stay of delisting, which otherwise would have expired on November 22, 2023, be extended until the Panel issued a final decision on the matter. On November 22, 2023, Nasdaq granted the Company’s request to extend the stay. Accordingly, the Company’s securities will continue to trade on The Nasdaq Capital Market until the Panel issues a final decision regarding its listing status following the Hearing scheduled for February 8, 2024, or, if earlier, upon receipt of confirmation from Nasdaq that the Company has regained compliance with Nasdaq’s continued listing standards. On January 3, 2024, we received an additional notice of non-compliance from the Listing Qualifications Staff due to the Company not having filed interim financial statements for the period ended June 30, 2023 with the SEC by December 31, 2023, as required by Nasdaq Listing Rule 5250(c)(2). The notice indicated that the Panel will consider this additional notice as part of its determination regarding the Company’s continued listing on The Nasdaq Capital Market. U.S. Online Marketplace Distributor Contract Termination In December 2023, the Company entered into a termination agreement with the U.S. Online Marketplace Distributor. The termination agreement provides the U.S. Online Marketplace Distributor with a termination fee in exchange for the return of all existing inventory purchased from Obagi, deactivation of all online marketplace listings by the U.S. Online Marketplace Distributor, and full satisfaction of the remaining outstanding accounts receivable balance within defined payment terms. The termination agreement includes contractual protections designed to ensure that the Company is only providing a return credit for valuable inventory which excludes short-dated or damaged products. The termination of the U.S. Online Marketplace Distributor shall enable the Company to fully control the online marketplace distribution of Obagi products, including both product quality and customer service.

SUCCESSOR CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY)

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

SUCCESSOR 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 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 8 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 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) CONDENSED BALANCE SHEET
(In thousands of U.S. dollars, except share and per share data)
	As of December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,215



Total current assets	3,215
Investment in subsidiary	823,936

TOTAL ASSETS	$	827,151

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:

Intercompany payables	8,942

Derivative warrant liabilities	18,311
TOTAL LIABILITIES	$	27,253

SHAREHOLDERS’ EQUITY:
Successor Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 86,460,560 outstanding as of December 31, 2022	8
Successor Class B ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 21,104,225 outstanding as of December 31, 2022	2
Additional paid-in capital	796,038
Accumulated deficit	(156,780)
Accumulated other comprehensive income (loss)	(29)

TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	639,239
Noncontrolling Interest	160,659
TOTAL SHAREHOLDERS’ EQUITY	$	799,898
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	827,151


WALDENCAST PLC (PARENT COMPANY ONLY) CONDENSED STATEMENT OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data)
			For the period from July 28 to December 31, 2022
Net revenue			—
Selling, general and administrative			—
Total operating income			—
Other income:
Interest income, net			19
Change in fair value of derivative warrant liabilities			6,793
Income before income taxes			6,812
Income tax benefit			—
Income before equity in undistributed earnings of subsidiaries			6,812
Equity in undistributed earnings of subsidiaries			(102,379)

Net loss			(95,567)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax			(29)
Comprehensive loss			(95,596)


WALDENCAST PLC (PARENT COMPANY ONLY) CONDENSED STATEMENT OF CASH FLOW
(In thousands of U.S. dollars)
	Period from July 28 to December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(95,567)
Adjustments to reconcile net loss to net cash
Cash (used in) provided by operating activities:
Equity in income of subsidiaries	102,379
Change in fair value of derivative warrant liabilities	(6,793)
Net cash provided by operating activities	19
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from trust	6,400
Net cash provided by investing activities	6,400
CASH FLOWS FROM FINANCING ACTIVITIES:
Transfers from subsidiaries	6,000
Transfers to subsidiaries	(300)
Expenses paid on behalf of subsidiaries	(8,982)
Net cash used in financing activities	(3,282)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3,137
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period	78
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period	$	3,215

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	ORGANIZATION AND DESCRIPTION OF BUSINESS Successor Waldencast plc (“Waldencast”), formerly known as Waldencast Acquisition Corp., is a Jersey company. Waldencast was originally incorporated on December 8, 2020 as a Cayman Islands exempted company and a blank check company solely for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On March 18, 2021, Waldencast consummated an initial public offering of 34,500,000 units (the “IPO”), with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”) to acquire one Class A ordinary share (together, a “Unit”), at $10.00 per Unit. In connection with the Business Combination (as defined below), on July 26, 2022, with the approval of Waldencast’s shareholders, and in accordance with the Cayman Companies Act (the “Cayman Act”), the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”) and Waldencast’s amended and restated memorandum and articles of association, Waldencast effected a deregistration under the Cayman Act and a domestication under Part 18C of the Jersey Companies Law (by means of filing a memorandum and articles of association with the Registrar of Companies in Jersey), pursuant to which Waldencast’s jurisdiction of incorporation was changed from the Cayman Islands to Jersey (the “Domestication”). Upon the effective time of the Domestication, Waldencast Acquisition Corp. was renamed Waldencast plc. On July 27, 2022 (the “Closing Date”), Waldencast acquired Obagi Global Holdings Limited, a Cayman Islands exempted company, and its subsidiaries (collectively, “Obagi”) and Milk Makeup LLC, a Delaware limited liability company, and its subsidiaries (collectively “Milk”) (the “Business Combination”), as described below in “Note 4. Business Combinations.” Following the Business Combination, the Company (as defined below) conducts its business through the following reportable segments: (i) Obagi Skincare and (ii) Milk Makeup. Obagi is a global skincare company that develops, markets, and sells proprietary-topical aesthetic and therapeutic prescription-strength skincare systems and related products primarily in the physician-dispensed market. Obagi provides cosmetic, over-the-counter (“OTC”) and prescription products. Milk Makeup develops and sells cosmetic, skin care and other beauty products. The brand creates vegan, cruelty-free, clean formulas from its Milk headquarters in downtown New York City. Milk’s products are offered through its U.S. website, www.milkmakeup.com, and its retail partners including Sephora in North America, Europe, the Middle East, Australia, Cult Beauty, and ASOS online. As a result of the Business Combination, Waldencast is organized as an “Up-C” structure, whereby the equity interests of Obagi and Milk are held by Waldencast Partners LP (“Waldencast Partners LP”), a Cayman Islands exempted limited partnership and indirect subsidiary of Waldencast, which is an entity that is classified as a partnership for U.S. federal income tax purposes. Predecessor Obagi Global Holdings Limited is a holding company incorporated in the Cayman Islands that conducts all operations through its wholly-owned subsidiaries. Obagi is a global skincare company that develops, markets, and sells proprietary-topical aesthetic and therapeutic prescription-strength skincare systems and related products primarily in the physician-dispensed market. Obagi provides cosmetic, OTC and prescription products. In November 2020, the Board of Directors of Obagi approved (i) an increase in the number of Obagi’s authorized ordinary shares from 50,000 to 25,000,000, (ii) an issuance of 4,000,000 ordinary shares to ZhongHua Finance Acquisition Fund I, L.P. (“ZhongHua”), and (iii) a two-for-one stock split of Obagi’s issued and outstanding ordinary shares (in combination with the share issuance to ZhongHua, the “Stock Split”), all of which became effective on December 2, 2020. Obagi was held by a single shareholder, and the share issuance to ZhongHua was deemed akin to a stock split. All share, per share amounts and related shareholders’ equity balances presented herein have been retroactively adjusted to reflect the impact of the Stock Split. On July 15, 2021, ZhongHua, Obagi’s sole shareholder, transferred its shares to its affiliate, Cedarwalk Skincare Ltd. (“Cedarwalk”), which became the new sole shareholder of Obagi. This transfer between affiliates did not result in any change of control. Immediately prior to the closing of the Business Combination, Obagi carved out and distributed all of the outstanding shares of its subsidiary, Obagi Hong Kong Limited (“Obagi Hong Kong” or “Obagi HK”) to its shareholder, Cedarwalk (the “Obagi China Distribution”). All sales of Obagi products in the People’s Republic of China, inclusive of the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan (the “China Region”) prior to the Business Combination had been conducted through Obagi Hong Kong and its subsidiaries (the “Obagi China Business”), which were not acquired by Waldencast in the Business Combination. Basis of Presentation Waldencast has prepared the accompanying 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 consolidated financial statements by a black line, which appears between the columns entitled Successor and Predecessor in the financial statements and in the relevant accompanying notes. 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 AND RECLASSIFICATIONS - Consolidated Statements of Operations and Comprehensive (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 142,472	$ 94,428
Cost of goods sold	60,657	30,868	55,037	29,096
Gross profit	31,716	42,892	87,435	65,332
Selling, general and administrative	88,926	55,549	82,968	60,421
Research and development	1,796	2,606	6,092	4,383
Depreciation and amortization			0	0
Total operating expenses	159,437	58,155	89,060	64,804
Operating (loss) income	(127,721)	(15,263)	(1,625)	528
Interest expense, net	6,230	6,652	11,118	6,281
Loss on extinguishment of debt	0	0	2,317	0
Gain on PPP Loan forgiveness	0	0	(6,824)	0
Loss on write-off of loan receivable	0	0	2,555	0
Other (income) expense, net	(798)	(971)	(817)	11
Total other (income) expenses, net	(1,361)	5,681	8,349	6,292
Income (loss) before income taxes	(126,360)	(20,944)	(9,974)	(5,764)
Income tax (benefit) expense	(5,803)	113	9,602	(3,394)
Net loss	$ (120,557)	$ (21,057)	$ (19,576)	$ (2,370)
Net loss per common share:
Basic (in dollars per share)	$ (1.11)	$ (2.63)	$ (2.45)	$ (0.30)
Diluted (in dollars per share)	$ (1.11)	$ (2.63)	$ (2.45)	$ (0.30)
Shares used in computing net loss per share:
Basic (in shares)	86,460,560	8,000,002	8,000,002	8,000,002
Diluted (in shares)	86,460,560	8,000,002	8,000,002	8,000,002
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	$ (36)	$ 96	$ (32)	$ 16
Comprehensive loss	$ (120,593)	(20,961)	(19,608)	(2,354)
Obagi Cosmeceuticals
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		(21,057)	(19,576)	(2,370)
Shares used in computing net loss per share:
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax		$ 96	(32)	16
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net revenue			206,069	84,145
Selling, general and administrative			118,243	54,794
Research and development			6,991	3,929
Depreciation and amortization			14,053	13,426
Total operating expenses			187,995	92,118
Operating (loss) income			18,074	(7,973)
Interest expense, net			11,156	6,281
Loss on extinguishment of debt			2,317
Gain on PPP Loan forgiveness			(6,824)
Loss on write-off of loan receivable			0
Other (income) expense, net			194	11
Total other (income) expenses, net			6,843	6,292
Income (loss) before income taxes			11,231	(14,265)
Income tax (benefit) expense			11,301	(5,094)
Net loss			$ (70)	$ (9,171)
Net loss per common share:
Basic (in dollars per share)			$ (0.01)	$ (1.14)
Diluted (in dollars per share)			$ (0.01)	$ (1.14)
Shares used in computing net loss per share:
Basic (in shares)			8,000,002	8,000,002
Diluted (in shares)			8,000,002	8,000,002
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax			$ (32)	$ 16
Comprehensive loss			(102)	(9,155)
As Reported \| Obagi Cosmeceuticals
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of goods sold			48,708	19,969
Reclassification
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net revenue			0	0
Cost of goods sold			53,364	24,625
Selling, general and administrative			9,248	8,765
Research and development			0	0
Depreciation and amortization			(13,904)	(13,421)
Total operating expenses			(53,364)	(24,625)
Operating (loss) income			0	0
Interest expense, net			0	0
Loss on extinguishment of debt			0
Gain on PPP Loan forgiveness			0
Loss on write-off of loan receivable			0
Other (income) expense, net			0	0
Total other (income) expenses, net			0	0
Income (loss) before income taxes			0	0
Income tax (benefit) expense			0	0
Net loss			0	0
Shares used in computing net loss per share:
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax			0	0
Comprehensive loss			0	0
Reclassification \| Obagi Cosmeceuticals
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cost of goods sold			(48,708)	(19,969)
Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net revenue			(63,597)	10,283
Cost of goods sold			1,673	4,471
Selling, general and administrative			(44,523)	(3,138)
Research and development			(899)	454
Depreciation and amortization			(149)	(5)
Total operating expenses			(45,571)	(2,689)
Operating (loss) income			(19,699)	8,501
Interest expense, net			(38)	0
Loss on extinguishment of debt			0
Gain on PPP Loan forgiveness			0
Loss on write-off of loan receivable			2,555
Other (income) expense, net			(1,011)	0
Total other (income) expenses, net			1,506	0
Income (loss) before income taxes			(21,205)	8,501
Income tax (benefit) expense			(1,699)	1,700
Net loss			$ (19,506)	$ 6,801
Net loss per common share:
Basic (in dollars per share)			$ (2.44)	$ 0.84
Diluted (in dollars per share)			$ (2.44)	$ 0.84
Shares used in computing net loss per share:
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax			$ 0	$ 0
Comprehensive loss			$ (19,506)	$ 6,801

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Estimated Useful Lives of Assets

The estimated useful lives of the Company’s assets are as follows:


			ESTIMATED USEFUL LIVES
Computer hardware and software			3 years
Furniture and fixtures			3 - 5 years
Machinery and equipment			3 - 5 years
Gondolas			3 years
Leasehold improvements			Lesser of useful life or term of lease

Property and equipment, net consisted of the following:


	As of December 31, 2022		As of December 31, 2021
			(As Restated)
(In thousands)	(Successor)		(Predecessor)
Computer hardware, software and equipment	$	944	$	752
Furniture and fixture	724		—
Machinery and equipment	608		70
Internally developed software	889		1,041
Gondolas	6,040		—
Leasehold improvements	2,051		13
Total property and equipment	$	11,256	$	1,876
Less accumulated depreciation	(2,928)		(678)
Property and equipment, net	$	8,328	$	1,198

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

The Company uses the weighted average ownership percentages during the period to calculate the net loss per share attributable to public shareholders and the noncontrolling interest holders. The following table sets forth the computation of basic and diluted net income (loss) using the treasury stock method:


	Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
(In thousands, except for share and per share amounts)					(As Restated)		(As Restated)
	Successor		Predecessor
Numerator:
Net loss	$	(120,557)	$	(21,057)	$	(19,576)	$	(2,370)
Net loss attributable to noncontrolling interest	(24,990)		—		—		—
Net loss attributed to Class A shareholders - basic and diluted EPS	(95,567)		(21,057)		(19,576)		(2,370)
Denominator:
Weighted-average basic shares outstanding	86,460,560		8,000,002		8,000,002		8,000,002
Effect of dilutive securities	—		—		—		—
Weighted-average diluted shares	86,460,560		8,000,002		8,000,002		8,000,002
Basic and diluted net loss per share	$	(1.11)	$	(2.63)	$	(2.45)	$	(0.30)

The following table represents potential ordinary shares outstanding that were excluded from the computation of diluted net loss per share of common share because their effect would have been anti-dilutive:


	Period from July 28 to December 31, 2022	Period from January 1 to July 27, 2022	Year ended December 31, 2021	Year ended December 31, 2020
			(As Restated)	(As Restated)
	Successor	Predecessor
Warrants	29,533,282	—	—	—
Stock options	20,452,155	774,800	800,000	—
Restricted stock	2,802,419	234,842	243,307	—
Total	52,787,856	1,009,642	1,043,307	—

STOCK-BASED COMPENSATION - Fair Value of Stock Options Valuation Assumptions (Details) - USD ($)	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise multiple	230.00%
Exercise term, percent	50.00%
Dividend yield	$ 0
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise multiple	200.00%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise multiple	250.00%
Founder Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, minimum	2.87%
Risk-free interest rate, maximum	2.92%
Expected stock price volatility, minimum	39.77%
Expected stock price volatility, maximum	44.76%
Founder Awards \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term	4 years 8 months 12 days
Founder Awards \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term	9 years 10 months 24 days
Replacement Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, minimum	2.79%
Risk-free interest rate, maximum	2.80%
Exercise multiple	230.00%
Expected stock price volatility	50.00%
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term			6 years 2 months 12 days
Dividend yield		$ 0
Risk -free interest rate		0.00%	0.68%
Expected stock price volatility		0.00%	43.00%
Common stock per share value (in dollars per share)		$ 0	$ 38.68

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

Stock option activity for the period from July 28 to December 31, 2022 (Successor Period) was as follows:


	Number of Common Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate intrinsic Value (in thousands)
Balance as of July 28, 2022 (Successor)	—	$	—	$	—	$	—
Granted	20,452,155	9.50		8.3		—
Exercised	—	—		$	—	—
Forfeited	—	—		$	—	—
Balance as of December 31, 2022 (Successor)	20,452,155	9.50		8.3		39,118
Exercisable as of December 31, 2022 (Successor)	4,451,538	4.17		7.5		21,816
Vested and expected to vest as of December 31, 2022 (Successor)	20,452,155	$	9.50	8.3		$	39,118

Stock option activity for the period from January 1 to July 27, 2022 (Predecessor Period) was as follows:


	Number of Common Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate intrinsic Value (in thousands)
Outstanding as of January 1, 2022 (Predecessor)	800,000	$	41.10	9.1	$	16,456
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited	25,200	$	41.10	8.6	$	639
Vested	—	—		—	—
Outstanding as of July 27, 2022 (Predecessor)	774,800	$	41.10	8.5	$	19,659

Stock option activity for the year ended December 31, 2021 (Predecessor Period) was as follows:


	Number of Common Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate intrinsic Value (in thousands)
Outstanding as of January 1, 2021 (Predecessor)	—	$	—	—	$	—
Granted	800,000	41.10		9.1	16,456
Exercised	—	—		—	—
Forfeited	—	—		—	—
Vested	—	—		—	—
Outstanding as of December 31, 2021 (Predecessor)	800,000	$	41.10	9.1	$	16,456

Schedule of Valuation Assumptions, Stock Options

The fair value of stock option awards was determined on the grant date using the Monte Carlo simulation model for Founder Awards and the Hull-White lattice pricing model was used for replacement awards based on the following weighted-average assumptions:


	Period from July 28 to December 31, 2022
	Successor
	Founder Awards	Replacement Awards
Risk-free interest rate (1)	2.87% - 2.92%	2.79% - 2.80%
Expected term (years) (2)	4.7 - 9.9	N/A
Exercise multiple (3)	N/A	2.30
Expected stock price volatility (4)	39.77% - 44.76%	50.00	%
Dividend yield (5)	N/A	N/A

(1)The risk-free rate is based on U.S. Treasury securities with maturities equivalent to the expected term.

(2)The expected term for founder awards is based on the assumption that the options are exercised after 50% of the period between the later of the vest date and exercise price achievement date and the end of the contractual term.

(3)The exercise multiple is selected from the commonly used exercise multiple range of 2.0x to 2.5x assuming on average the options holders would exercise the options when the ratio of underlying stock price to the exercise price reaches 2.3x.

(4)For founder awards, the expected stock price volatility is the median historical volatility of Waldencast’s volatility peer group with a look-back period equal to the contractual term using daily stock prices; for replacement awards, the expected stock price volatility is estimated by adjusting the observed equity volatility for leverage.

(5)Waldencast has not paid any dividends historically and does not plan to declare dividends in the foreseeable future and therefore assumed a dividend yield of zero.

The fair value of stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions:


	Period from January 1 to July 27, 2022	Year ended December 31, 2021
	Predecessor
Risk-free interest rate (1)	—	0.68		%
Expected term (years) (2)	—	6.2
Expected stock price volatility (3)	—	43.00		%
Dividend yield (4)	—	N/A
Common stock per share value	—	$	38.68

(1)The risk-free rate is based on U.S. Treasury securities with maturities equivalent to the expected term.

(2)The expected term is the estimated length of time the grants are expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the requisite service period and the contractual term of the award, as the Company does not have any historical data that would provide a reasonable basis to estimate the expected term for the option.

(3)The expected price volatility is based on the average of the historical volatility of comparable public companies over a period consistent with the expected term.

(4)The Predecessor historically made distributions to its shareholder but the Company does not plan to declare dividends in the foreseeable future and therefore assumed a dividend yield of zero.

Schedule of Restricted Stock Activity

Restricted stock activity for the period from July 28 to December 31, 2022 (Successor Period) was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of July 28, 2022 (Successor)	—	$	—
Granted	3,173,364	9.16
Vested	(370,945)	10.00
Forfeited	—	—
Outstanding as of December 31, 2022 (Successor)	2,802,419	$	9.16

Predecessor Restricted Stock activity for the period from January 1 to July 27, 2022 (Predecessor Period) was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of January 1, 2022 (Predecessor)	243,307	$	38.68
Granted	1,754	68.19
Exercised	—	—
Forfeited	10,219	38.68
Vested	—	—
Outstanding as of July 27, 2022 (Predecessor)	234,842	$	38.90

The Company’s Restricted Stock activity for the year ended December 31, 2021 (Predecessor Period) was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of January 1, 2021 (Predecessor)	—	$	—
Granted	243,307	38.68
Exercised	—	—
Forfeited	—	—
Vested	—	—
Outstanding as of December 31, 2021 (Predecessor)	243,307	$	38.68

BUSINESS COMBINATIONS - Unaudited Pro Forma Consolidated Financial Information (Details) - Obagi and Milk Business Combinations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Pro forma net revenue	$ 200,547	$ 162,583
Pro forma net income (loss)	(86,930)	(145,152)
Less: Pro forma net income (loss) attributable to noncontrolling interest	(25,140)	(26,519)
Pro forma net income (loss) attributable to Waldencast plc	$ (61,790)	$ (118,633)

STOCK-BASED COMPENSATION - Restricted Stock Activity (Details) - $ / shares	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021
Obagi Cosmeceuticals
Weighted Average Grant Date Fair Value per Share
Exercised, weighted average grant date fair value (in dollars per share)		$ 0	$ 0
Restricted stock \| Waldencast plc
Shares
Outstanding, beginning balance (in shares)	0
Granted (in shares)	3,173,364
Vested (in shares)	(370,945)
Forfeited (in shares)	0
Outstanding, ending balance (in shares)	2,802,419	0
Weighted Average Grant Date Fair Value per Share
Outstanding beginning balance, weighted average grant date fair value (in dollars per share)	$ 0
Granted, weighted average grant date fair value (in dollars per share)	9.16
Vested, weighted average grant date fair value (in dollars per share)	10.00
Forfeited, weighted average grant date fair value (in dollars per share)	0
Outstanding ending balance, weighted average grant date fair value (in dollars per share)	$ 9.16	$ 0
Restricted Stock Units (RSUs)
Weighted Average Grant Date Fair Value per Share
Granted, weighted average grant date fair value (in dollars per share)		$ 38.90	$ 38.68
Restricted Stock Units (RSUs) \| Obagi Cosmeceuticals
Shares
Outstanding, beginning balance (in shares)	234,842	243,307	0
Granted (in shares)		1,754	243,307
Vested (in shares)		0	0
Exercised (in shares)		0	0
Forfeited (in shares)		10,219	0
Outstanding, ending balance (in shares)		234,842	243,307
Weighted Average Grant Date Fair Value per Share
Outstanding beginning balance, weighted average grant date fair value (in dollars per share)	$ 38.90	$ 38.68	$ 0
Granted, weighted average grant date fair value (in dollars per share)		68.19	38.68
Vested, weighted average grant date fair value (in dollars per share)		0	0
Forfeited, weighted average grant date fair value (in dollars per share)		38.68	0
Outstanding ending balance, weighted average grant date fair value (in dollars per share)		$ 38.90	$ 38.68

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Supplemental Cash Flow and Other Information Related to Leases

Supplemental cash flow information related to the Company’s operating leases was as follows:


(In thousands)	Period from July 28 to December 31, 2022 (Successor)
Cash paid for amounts included in the measurement of operating lease liabilities:	$	1,166
Right-of-use assets obtained in exchange for new operating lease liabilities:	$	4,081


			Period from July 28 to December 31, 2022 (Successor)
Weighted-average remaining lease term (years)			7.75
Weighted-average discount rate			5.9%

Operating Lease Maturity

Reconciliation of the undiscounted future minimal lease payments under non-cancelable operating leases to the total operating lease liability recognized on the consolidated balance sheet as of December 31, 2022 was as follows:


(In thousands)	Amount
2023	$	3,309
2024	3,430
2025	3,504
2026	2,899
2027	2,452
Thereafter	9,194
Total future minimum lease payments	$	24,788
Less: Imputed Interest	4,865
Total reported lease liability	$	19,923

Future minimum lease payments as of December 31, 2021 were as follows:


(In thousands)	Amount
2022	$	1,544
2023	1,625
2024	1,456
2025	1,490
2026	844
Thereafter	1,911
	$	8,870

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

On July 27, 2022, Waldencast consummated its initial business combination with (i) Obagi, pursuant to an Agreement and Plan of Merger dated November 15, 2021, by and among Waldencast, Obagi Merger Sub, Inc., a Cayman Islands exempted company limited by shares and an indirect wholly-owned subsidiary of Waldencast (“Merger Sub”), and Obagi (the “Obagi Merger Agreement”), and (ii), Milk, pursuant to an Equity Purchase Agreement dated November 15, 2021, by and among Waldencast, Obagi Holdco 1 Limited, a limited company incorporated under the laws of Jersey (“Holdco Purchaser”) and a subsidiary of Waldencast, Waldencast Partners LP together with Holdco Purchaser, (the “Purchasers”), certain members of Milk (the “Milk Members”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Milk Members (the “Equityholder Representative”) (the “Milk Equity Purchase Agreement” and together with the Obagi Merger Agreement, the “Transaction Agreements”).

Pursuant to the Obagi Merger Agreement, at the effective time of the Obagi Merger (the “Obagi Merger Effective Time”) Merger Sub merged with and into Obagi (the “Obagi Merger”) and the separate corporate existence of Merger Sub ceased, with Obagi surviving as an indirect subsidiary of the Company. At the Obagi Merger Effective Time, all outstanding ordinary shares of Obagi, $0.50 par value (“Obagi common shares”) were canceled and exchanged for (i) 28,237,506 Class A ordinary shares of Waldencast and (ii) cash in the amount of $345.4 million.

Pursuant to the Milk Equity Purchase Agreement, at the effective time of the Milk Transaction (the “Milk Purchase Effective Time”) the Purchasers acquired from the Milk Members all of their equity in Milk in exchange for (i) 21,104,225 limited partnership units in Waldencast Partners LP (“Waldencast LP Units”) (ii) 21,104,225 Class B ordinary shares, which are non-economic voting shares of Waldencast and (iii) cash in the amount of $121.6 million (the “Milk Transaction”). Each Waldencast LP Unit and Class B ordinary share held by a Milk Member is redeemable at the option of the holder, and, if such option is exercised, exchangeable at the option of Waldencast into one Waldencast Class A ordinary share or cash, in accordance with the terms of the Amended and Restated Waldencast Partners LP Agreement. Upon consummation of the Business Combination Waldencast became organized in an “Up-C” structure, whereby the equity interests of Obagi and Milk are held by Waldencast Partners LP, which is an indirect subsidiary of Waldencast plc.

In the Business Combination, Waldencast was deemed to be the accounting acquirer and continues as the SEC registrant. Obagi and Milk were deemed to be the accounting acquirees, however Obagi is considered the predecessor entity for purposes of financial reporting. Waldencast was determined to be the accounting acquirer based on evaluation of the following factors:

–The owners of Waldencast have the largest voting interest in the combined company;

–The original owner of Waldencast, Waldencast Long-Term Capital LLC (the “Sponsor”), and its affiliates nominated the majority of the initial members who will serve on the board of directors of Waldencast (the former owner of Obagi nominated one director, and Milk nominated no directors); and

–Waldencast’s existing management holds executive management roles for the post-combination company, whilst Obagi and Milk management team members report into the current Waldencast executive team.

Immediately prior to the Obagi Merger Effective Time, Obagi carved out and distributed the Obagi China Business to Cedarwalk pursuant to the Obagi China Distribution. Following the Obagi China Distribution, the Obagi China Business continues to be held by Cedarwalk, which also owned 24.5% of the fully diluted Waldencast plc Class A ordinary shares as of the Obagi Merger Effective Time. Prior to the Obagi China Distribution, the pre-tax losses for the Obagi China Business were $8.0 million, $3.7 million and $2.3 million for the period from January 1 to July 27, 2022 (Predecessor Period), the year ended December 31, 2021 (Predecessor Period) and the year ended December 31, 2020 (Predecessor Period), respectively.

See “Note 17. Related Party Transactions” for more information on ongoing transactions with the Obagi China Business following the close of the Obagi Merger.

Measurement period adjustments will be recognized in the reporting period in which the adjustments are determined.

Obagi and Milk Purchase Price Allocation:


(In thousands)	Obagi		Milk		Total
Total Purchase Price:
Cash consideration	$	345,398	$	121,629	$	467,027
Equity consideration	277,824		200,087		477,911
Cash repayment of debt	136,112		3,935		140,047
Related party liability	22,100		—		22,100
Total purchase consideration	$	781,434	$	325,651	$	1,107,085
Fair value of assets acquired:
Cash and cash equivalents	$	15,850	$	2,092	$	17,942
Restricted cash	650		819		1,469
Account receivable, net	15,214		3,866		19,080
Related party receivable	327		199		526
Inventories	31,026		30,945		61,971
Prepaid expenses	4,307		520		4,827
Other current assets	359		-		359
Property and equipment	1,245		8,436		9,681
Intangible assets	505,300		157,500		662,800
Right-of-use assets	4,811		8,232		13,043
Other assets	227		-		227
Total identifiable assets acquired	$	579,316	$	212,609	$	791,925
Liabilities assumed:
Accounts payable and accrued expenses	18,699		6,442		25,141
Other current liabilities	12,912		5,483		18,395
Lease liabilities	6,461		10,105		16,566
Deferred income tax liabilities	28,073		-		28,073
Total liabilities assumed:	$	66,145	$	22,030	$	88,175
Net assets acquired	513,171		190,579		703,750
Purchase consideration	781,434		325,651		1,107,085
Goodwill	$	268,263	$	135,072	$	403,335

Goodwill recognized for these acquisitions is attributable to improving the product offerings, expanding into additional markets and the expected cash flows resulting from these efforts, and assembled workforce. Goodwill recognized is not expected to be deductible for local tax purposes. During the Successor Period ended December 31, 2022, the Company recorded a non-cash impairment charge of $68.7 million within the Obagi Skincare reportable segment. See “Note 6. Goodwill” for additional details.

See “Note 19. Segment Reporting” for amounts related to revenue and earnings associated with Obagi Skincare and Milk Makeup subsequent to the acquisition date.

Related party liability

The Company recognized a liability with respect to a related party supply contract executed on the Closing Date between Obagi and Obagi Hong Kong. The fair value of the related party liability was determined using the present value of after-tax cash flows related to unfavorable discounts provided to the Obagi China Business included in the supply agreement. As of the Obagi Merger Effective Time, the Company recognized a related party liability of $22.1

million. During the period from July 28 to December 31, 2022 (Successor Period), the Company amortized $12.2 million of the related party liability into the related party revenue recognized on the sale of products to the Obagi China Business. The Company had a remaining related party liability of $9.9 million, included in Other current liabilities, as of December 31, 2022.

Intangible Assets


	Fair Value
	Obagi		Milk		Total		Weighted- Average Useful Life
(In thousands)
Trademarks and Trade Name	$	414,000	$	145,000	$	559,000	14 years
Customer/distributor relationships	25,000		11,000		36,000		11 years
Tretinoin distribution and supply agreement	38,900		—		38,900		5 years
Formulations	27,400		1,500		28,900		8 years
Total Intangible Assets	$	505,300	$	157,500	$	662,800

The intangible assets acquired in connection with the Business Combination are classified as Level 3 in the fair value hierarchy. The estimate of the fair values of the acquired amortizable intangible assets were determined using a multi-period excess earnings income approach by discounting the incremental after-tax cash flows over multiple periods. Significant estimates used in the determination include estimating future cash flows over multiple periods, terminal value, and discounting such cash flows at a rate of return that reflects the relative risk of the cash flows.

Transaction Costs

In connection with the Business Combination, Waldencast incurred transactions costs of $9.4 million which was incurred during the period from July 28, 2022 to December 31, 2022 (Successor Period). Transaction costs consisted of advisory, legal, accounting and management fees, which are included in SG&A expenses on the consolidated statements of operations and comprehensive loss.

Unaudited ASC 805 Pro Forma

The following unaudited pro forma combined financial information presents the Company’s results as though the Business Combination had occurred on January 1, 2021, for the years ended December 31, 2021 and 2022. The unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP.


	Year ended December 31, 2022		Year ended December 31, 2021
(In thousands)	(Unaudited)		(Unaudited)
Pro forma net revenue	$	200,547	$	162,583
Pro forma net income (loss)	(86,930)		(145,152)
Less: Pro forma net income (loss) attributable to noncontrolling interest	(25,140)		(26,519)
Pro forma net income (loss) attributable to Waldencast plc	$	(61,790)	$	(118,633)

These unaudited pro forma results include adjustments such as inventory step-up, amortization of acquired intangible assets, and interest expense on debt financing in connection with the Business Combination. Material, nonrecurring pro forma adjustments directly attributable to the Business Combination include:

• Cost of goods sold related to acquired inventory step-up of $10.0 million was removed from net income for the year ended December 31, 2022 and recognized as an incremental cost of goods sold in the year ended December 31, 2021.

• Transaction related costs of $66.1 million were removed from net income for the year ended December 31, 2022 and recognized as an expense in the year ended December 31, 2021.

The unaudited consolidated pro forma financial information was prepared in accordance with accounting standards and is not necessarily indicative of the results of operations that would have occurred if the Business Combination had been completed on the date indicated, nor is it indicative of the future operating results of the Company.

The unaudited pro forma results do not reflect events that either have occurred or may occur after the Business Combination, including, but not limited to, the anticipated realization of operating synergies in subsequent periods. They also do not give effect to certain charges that the Company expects to incur in connection with these acquisitions, including, but not limited to, additional professional fees and employee integration.

REVENUE - Revenue by Geographic Region (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 142,472	$ 94,428
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	90,385	70,729	136,759	88,524
Net product sales \| North America
Disaggregation of Revenue [Line Items]
Net revenue	56,630	44,443	79,122	64,040
Net product sales \| Rest of the World
Disaggregation of Revenue [Line Items]
Net revenue	33,755	26,286	57,637	24,484
Royalties
Disaggregation of Revenue [Line Items]
Net revenue	$ 1,988	$ 3,031	$ 5,713	$ 5,904

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted net income (loss) using the treasury stock method:


	Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
(In thousands, except for share and per share amounts)					(As Restated)		(As Restated)
	Successor		Predecessor
Numerator:
Net loss	$	(120,557)	$	(21,057)	$	(19,576)	$	(2,370)
Net loss attributable to noncontrolling interest	(24,990)		—		—		—
Net loss attributed to Class A shareholders - basic and diluted EPS	(95,567)		(21,057)		(19,576)		(2,370)
Denominator:
Weighted-average basic shares outstanding	86,460,560		8,000,002		8,000,002		8,000,002
Effect of dilutive securities	—		—		—		—
Weighted-average diluted shares	86,460,560		8,000,002		8,000,002		8,000,002
Basic and diluted net loss per share	$	(1.11)	$	(2.63)	$	(2.45)	$	(0.30)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Period from July 28 to December 31, 2022	Period from January 1 to July 27, 2022	Year ended December 31, 2021	Year ended December 31, 2020
			(As Restated)	(As Restated)
	Successor	Predecessor
Warrants	29,533,282	—	—	—
Stock options	20,452,155	774,800	800,000	—
Restricted stock	2,802,419	234,842	243,307	—
Total	52,787,856	1,009,642	1,043,307	—

RESTATEMENT AND RECLASSIFICATIONS - Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (120,557)	$ (21,057)	$ (19,576)	$ (2,370)
Cash (used in) provided by operating activities:
Depreciation and amortization	26,982	8,190	13,904	13,421
Loss on extinguishment of debt	0	0	2,317	0
Gain on PPP Loan forgiveness	0	0	(6,824)	0
Amortization of debt issuance costs	677	767	1,139	798
Deferred income taxes	(5,823)	90	9,374	(3,044)
Loss on disposal of equipment	(2)	35	52	0
Loss on write-off of loan receivable	0	0	2,555	0
Changes in operating assets and liabilities:
Accounts receivable	(204)	3,524	(5,057)	(16,661)
Inventories	6,382	(13,008)	(6,010)	4,441
Prepaid expenses	(213)	658	(1,097)	(1,919)
Other current assets and other assets	(250)	(352)	612	1,159
Accounts payable	(1,021)	9,635	9,647	(7,391)
Other current liabilities and other liabilities	(39,336)	1,481	2,493	4,135
Net cash (used in) provided by operating activities	(74,977)	(10,037)	3,529	(7,431)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(247)	(248)	(863)	(653)
Capital expenditure on property and equipment	(1,340)	(661)	(424)	(1,054)
Advances for note receivable	0	0	(2,500)	0
Net cash (used in) provided by investing activities	(544,367)	(909)	(3,787)	(1,707)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash (used in) provided by financing activities	629,465	3,883	5,162	14,319
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	10,121	(7,063)	4,904	5,181
Effect of foreign exchange rates on cash and cash equivalents	(36)	96	(32)	0
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	6,477	13,444	8,572	3,391
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	10,163	6,477	13,444	8,572
SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes	152	3	0	9
Interest	5,550	5,053	10,014	5,449
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals	406	43	86	0
Capital contribution of trademarks	$ 0	0	0	4,058
As Reported
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			(70)	(9,171)
Cash (used in) provided by operating activities:
Depreciation and amortization			14,053	13,426
Loss on extinguishment of debt			2,317
Gain on PPP Loan forgiveness			(6,824)
Amortization of debt issuance costs			1,179	798
Deferred income taxes			11,073	(4,743)
Loss on disposal of equipment			52
Loss on write-off of loan receivable			0
Changes in operating assets and liabilities:
Accounts receivable			(23,790)	(961)
Inventories			(5,359)	1,593
Prepaid expenses			(2,654)	(2,150)
Other current assets and other assets			2,323	(998)
Accounts payable			8,495	(7,523)
Other current liabilities and other liabilities			4,275	2,478
Net cash (used in) provided by operating activities			5,070	(7,251)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets			(937)	(652)
Capital expenditure on property and equipment			(1,923)	(1,235)
Advances for note receivable			(2,500)
Net cash (used in) provided by investing activities			(5,360)	(1,887)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash (used in) provided by financing activities			5,162	14,319
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			4,872	5,181
Effect of foreign exchange rates on cash and cash equivalents			0
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period		13,444	8,572	3,391
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period			13,444	8,572
SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes			0	9
Interest			10,014	5,449
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals			97	186
Capital contribution of trademarks				4,058
Restatement Adjustments
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			(19,506)	6,801
Cash (used in) provided by operating activities:
Depreciation and amortization			(149)	(5)
Loss on extinguishment of debt			0
Gain on PPP Loan forgiveness			0
Amortization of debt issuance costs			(40)	0
Deferred income taxes			(1,699)	1,699
Loss on disposal of equipment			0
Loss on write-off of loan receivable			2,555
Changes in operating assets and liabilities:
Accounts receivable			18,733	(15,700)
Inventories			(651)	2,848
Prepaid expenses			1,557	231
Other current assets and other assets			(1,711)	2,157
Accounts payable			1,152	132
Other current liabilities and other liabilities			(1,782)	1,657
Net cash (used in) provided by operating activities			(1,541)	(180)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets			74	(1)
Capital expenditure on property and equipment			1,499	181
Advances for note receivable			0
Net cash (used in) provided by investing activities			1,573	180
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash (used in) provided by financing activities			0	0
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			32	0
Effect of foreign exchange rates on cash and cash equivalents			(32)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period		$ 0	0	0
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period			0	0
SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes			0	0
Interest			0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals			$ (11)	(186)
Capital contribution of trademarks				$ 0

RESTATEMENT AND RECLASSIFICATIONS - Summary of Net Revenue Restatement Adjustments (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net revenue adjustments	$ 92,373	$ 73,760	$ 142,472	$ 94,428
SG&A expenses	(88,926)	(55,549)	(82,968)	(60,421)
R&D expenses	(1,796)	(2,606)	(6,092)	(4,383)
Accounts receivable			(18,738)
Cost of goods sold	60,657	30,868	55,037	29,096
Inventory	54,384		21,611
Other current liabilities	26,123		12,683
Physician Channel Provider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net revenue adjustments	$ 26,300	$ 32,200	$ 58,800	$ 51,600
US Online Marketplace Distributor
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Threshold repayment period			365 days	365 days
Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net revenue adjustments			$ (63,597)	$ 10,283
SG&A expenses			44,523	3,138
R&D expenses			899	(454)
Accounts receivable			44,629
Cost of goods sold			1,673	4,471
Inventory			2,272
Other current liabilities			(300)
Misstatement of Distributor Service Fees \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
SG&A expenses			37,075	0
Misstatement of Distributor Service Fees \| Restatement Adjustments \| Distributor fees for services
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net revenue adjustments			(39,146)	0
SG&A expenses			37,100
R&D expenses			2,000
Misstatement of Revenue Recognition Timing \| Restatement Adjustments \| SA Distributor
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net revenue adjustments			(14,220)	1,709
Accounts receivable			24,821
Misstatement of Revenue Recognition Timing and Payments Recorded for Services \| Restatement Adjustments \| Physician Channel Provider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net revenue adjustments			(8,191)	8,591
SG&A expenses			7,065	4,891
Accounts receivable			14,796
Cost of goods sold			374	2,552
Inventory			2,029
Misstatement of Revenue, Nonstandard Payment Terms \| Restatement Adjustments \| US Online Marketplace Distributor
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net revenue adjustments			(1,773)	60
Other income			1,000
Other adjustments \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net revenue adjustments			(267)	(77)
SG&A expenses			974	546
Accounts receivable			2,512
Cost of goods sold			1,882	$ 1,254
Inventory			$ 325

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (120,557)	$ (21,057)	$ (19,576)	$ (2,370)
Cash (used in) provided by operating activities:
Stock-based compensation	7,736	0	0	0
Depreciation and amortization	26,982	8,190	13,904	13,421
Non-cash lease expense	740	0	0	0
Change in fair value of derivative warrant liabilities	(6,793)	0	0	0
Non-cash loss from change in fair value on interest rate collar	592	0	0	0
Loss on extinguishment of debt	0	0	2,317	0
Gain on PPP Loan forgiveness	0	0	(6,824)	0
Amortization of debt issuance costs	677	767	1,139	798
Amortization of related party liability	(12,186)	0	0	0
Deferred income taxes	(5,823)	90	9,374	(3,044)
Loss on impairment of goodwill	68,715	0	0	0
(Gain) Loss on disposal of equipment	(2)	35	52	0
Loss on write-off of loan receivable	0	0	2,555	0
Changes in operating assets and liabilities, net of impact of business combinations:
Accounts receivable	(204)	3,524	(5,057)	(16,661)
Related party accounts receivable	265	0	0	0
Inventories	6,382	(13,008)	(6,010)	4,441
Prepaid expenses	(213)	658	(1,097)	(1,919)
Other current assets and other assets	(250)	(352)	612	1,159
Accounts payable	(1,021)	9,635	9,647	(7,391)
Related party accounts payable	43	0	0	0
Operating lease liabilities	(724)	0	0	0
Other current liabilities and other liabilities	(39,336)	1,481	2,493	4,135
Net cash (used in) provided by operating activities	(74,977)	(10,037)	3,529	(7,431)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(247)	(248)	(863)	(653)
Capital expenditure on property and equipment	(1,340)	(661)	(424)	(1,054)
Advances for note receivable	0	0	(2,500)	0
Proceeds from trust account	44,883	0	0	0
Net cash (used in) provided by investing activities	(544,367)	(909)	(3,787)	(1,707)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PIPE investments	118,000	0	0	0
Proceeds from FPA investments	333,000	0	0	0
Proceeds from term loan	175,000	0	110,000	0
Repayment of term loan	(4,348)	(1,375)	(72,455)	(9,370)
Proceeds from revolving credit facility	14,117	6,000	20,000	29,000
Repayment of revolving credit facility	0	0	(44,000)	(9,000)
Proceeds from PPP Loan	0	0	0	6,750
Payment of debt issuance costs	(6,304)	(742)	(6,383)	(1,017)
Payment of dividends	0	0	(2,000)	(2,044)
Net cash (used in) provided by financing activities	629,465	3,883	5,162	14,319
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	10,121	(7,063)	4,904	5,181
Effect of foreign exchange rates on cash and cash equivalents	(36)	96	(32)	0
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	6,477	13,444	8,572	3,391
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	10,163	6,477	13,444	8,572
SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes	152	3	0	9
Interest	5,550	5,053	10,014	5,449
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals	406	43	86	0
Capital contribution of trademarks	0	0	0	4,058
Obagi China Distribution to shareholder	0	13,113	0	0
Conversion of promissory note to warrants	650	0	0	0
Obagi
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Business Combinations, net of cash acquired	(465,010)	0	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of ordinary shares for Business Combinations	277,824	0	0	0
Milk
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Business Combinations, net of cash acquired	(122,653)	0	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of ordinary shares for Business Combinations	$ 200,087	$ 0	$ 0	$ 0

SUCCESSOR CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) (Tables)

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

Condensed Balance Sheet


WALDENCAST PLC (PARENT COMPANY ONLY) CONDENSED BALANCE SHEET
(In thousands of U.S. dollars, except share and per share data)
	As of December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,215



Total current assets	3,215
Investment in subsidiary	823,936

TOTAL ASSETS	$	827,151

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:

Intercompany payables	8,942

Derivative warrant liabilities	18,311
TOTAL LIABILITIES	$	27,253

SHAREHOLDERS’ EQUITY:
Successor Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 86,460,560 outstanding as of December 31, 2022	8
Successor Class B ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 21,104,225 outstanding as of December 31, 2022	2
Additional paid-in capital	796,038
Accumulated deficit	(156,780)
Accumulated other comprehensive income (loss)	(29)

TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	639,239
Noncontrolling Interest	160,659
TOTAL SHAREHOLDERS’ EQUITY	$	799,898
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	827,151

Condensed Statement of Operations


WALDENCAST PLC (PARENT COMPANY ONLY) CONDENSED STATEMENT OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data)
			For the period from July 28 to December 31, 2022
Net revenue			—
Selling, general and administrative			—
Total operating income			—
Other income:
Interest income, net			19
Change in fair value of derivative warrant liabilities			6,793
Income before income taxes			6,812
Income tax benefit			—
Income before equity in undistributed earnings of subsidiaries			6,812
Equity in undistributed earnings of subsidiaries			(102,379)

Net loss			(95,567)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax			(29)
Comprehensive loss			(95,596)

Condensed Statement of Cash Flow


WALDENCAST PLC (PARENT COMPANY ONLY) CONDENSED STATEMENT OF CASH FLOW
(In thousands of U.S. dollars)
	Period from July 28 to December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(95,567)
Adjustments to reconcile net loss to net cash
Cash (used in) provided by operating activities:
Equity in income of subsidiaries	102,379
Change in fair value of derivative warrant liabilities	(6,793)
Net cash provided by operating activities	19
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from trust	6,400
Net cash provided by investing activities	6,400
CASH FLOWS FROM FINANCING ACTIVITIES:
Transfers from subsidiaries	6,000
Transfers to subsidiaries	(300)
Expenses paid on behalf of subsidiaries	(8,982)
Net cash used in financing activities	(3,282)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3,137
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period	78
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period	$	3,215

DEBT - Narrative (Details) $ in Thousands		5 Months Ended	7 Months Ended	12 Months Ended
DEBT - Narrative (Details) $ in Thousands	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jul. 27, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2023 USD ($)	Mar. 31, 2021 USD ($)	May 31, 2020 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ 6,300	$ 5,445		$ 5,310			$ 6,400		$ 2,900
Current portion of long-term debt		20,095		15,442
Accrued interest		100
Net carrying amount		179,324		118,865
Extinguishment of debt		0	$ 0	(2,317)	$ 0
Subsequent Event
Debt Instrument [Line Items]
Minimum liquidity covenant						$ 15,000
2022 Credit Agreement
Debt Instrument [Line Items]
Total unpaid principal		184,769
2022 Credit Agreement \| Line of Credit
Debt Instrument [Line Items]
Leverage ratio, maximum	2.5
2022 Term Loan
Debt Instrument [Line Items]
Current portion of long-term debt		8,400
Debt issuance cost, current		$ 1,200
2022 Term Loan \| Line of Credit
Debt Instrument [Line Items]
Interest rate		6.60%
2022 Term Loan \| Line of Credit \| Variable Rate Component One \| Alternate Base Rate
Debt Instrument [Line Items]
Debt instrument, rate	2.50%	7.90%
2022 Term Loan \| Line of Credit \| Variable Rate Component Two \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, rate	0.10%
2022 Term Loan \| Line of Credit \| Variable Rate Component Three \| Applicable Rate
Debt Instrument [Line Items]
Debt instrument, rate	3.50%
2022 Revolving Credit Facility
Debt Instrument [Line Items]
Current portion of long-term debt		$ 14,100
Debt issuance cost, current		1,200
Predecessor 2021 Term Loan
Debt Instrument [Line Items]
Unamortized debt issuance costs				3,900
Current portion of long-term debt				2,800
Debt issuance cost, current				900
Net carrying amount				109,200
Predecessor 2021 Revolving Credit Facility
Debt Instrument [Line Items]
Current portion of long-term debt				15,000
Debt issuance cost, current				1,400
Predecessor 2018 Term Loan \| Senior Notes
Debt Instrument [Line Items]
Extinguishment of debt				2,300
Secured Debt \| 2022 Term Loan \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 175,000
Debt issuance cost	$ 7,500	200
Total unpaid principal		170,652		0
Secured Debt \| 2022 Term Loan \| Line of Credit \| Other Current Assets
Debt Instrument [Line Items]
Debt issuance cost		51
Secured Debt \| 2022 Term Loan \| Line of Credit \| Other Assets
Debt Instrument [Line Items]
Debt issuance cost		100
Secured Debt \| Predecessor 2021 Term Loan \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity							110,000
Total unpaid principal		0		109,175
Secured Debt \| Predecessor 2018 Term Loan \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity									90,000
Total unpaid principal		0		0
Secured Debt \| Predecessor PPP Loan \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity								$ 6,800
Total unpaid principal		0		$ 0
Interest rate				1.00%
Accrued interest				$ 74
Line of credit facility, forgiveness				6,800
Revolving Credit Facility \| 2022 Term Loan \| Line of Credit
Debt Instrument [Line Items]
Debt term	4 years
Revolving Credit Facility \| 2022 Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000								$ 35,000
Total unpaid principal		$ 14,117		$ 0
Interest rate		6.60%
Revolving Credit Facility \| Predecessor 2021 Term Loan \| Line of Credit
Debt Instrument [Line Items]
Interest rate				8.50%
Accrued interest				$ 0
Revolving Credit Facility \| Predecessor 2021 Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 40,000
Total unpaid principal		$ 0		$ 15,000

SEGMENT REPORTING - Reconciliation of Segment Gross Profit to Net Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Gross profit	$ 31,716	$ 42,892		$ 87,435	$ 65,332
Selling, general and administrative	88,926	55,549		82,968	60,421
Research and development	1,796	2,606		6,092	4,383
Loss on impairment of goodwill	68,715	0	$ 68,715	0	0
Interest expense, net	6,230	6,652		11,118	6,281
Change in fair value of derivative warrant liabilities	(6,793)
Other expenses (income), net	(798)	(971)		(817)	11
Income (loss) before income taxes	(126,360)	(20,944)		(9,974)	(5,764)
Net loss	$ (120,557)	$ (21,057)		$ (19,576)	$ (2,370)

INTANGIBLE ASSETS—NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 663,208	$ 134,077
Accumulated Amortization	(24,043)	(54,503)
Net Carrying Amount	$ 639,165	$ 79,574
Trademark and trade name
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	14 years	10 years
Gross Carrying Amount	$ 559,328	$ 46,004
Accumulated Amortization	(17,840)	(17,842)
Net Carrying Amount	$ 541,488	$ 28,162
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	11 years	10 years
Gross Carrying Amount	$ 36,000	$ 39,370
Accumulated Amortization	(1,349)	(16,404)
Net Carrying Amount	$ 34,651	$ 22,966
Supply agreement
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	5 years	10 years
Gross Carrying Amount	$ 38,900	$ 25,570
Accumulated Amortization	(3,325)	(10,654)
Net Carrying Amount	$ 35,575	$ 14,916
Formulations
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	8 years	10 years
Gross Carrying Amount	$ 28,900	$ 22,863
Accumulated Amortization	(1,526)	(9,592)
Net Carrying Amount	$ 27,374	$ 13,271
Patents
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	20 years	20 years
Gross Carrying Amount	$ 80	$ 270
Accumulated Amortization	(3)	(11)
Net Carrying Amount	$ 77	$ 259

RESTATEMENT AND RECLASSIFICATIONS - Summary of Inventory Restatement Adjustments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net inventory adjustments	$ 54,384	$ 21,611
Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net inventory adjustments		2,272
Misstatement of Revenue Recognition Timing and Payments Recorded for Services \| Restatement Adjustments \| Physician Channel Provider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net inventory adjustments		2,029
Inventory obsolescence provision \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net inventory adjustments		(82)
Other adjustments \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net inventory adjustments		$ 325

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

DEBT - Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2018
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (5,445)	$ (6,300)	$ (5,310)	$ (6,400)	$ (2,900)
Net carrying amount	179,324		118,865
Less: Current portion of long-term debt	(20,095)		(15,442)
Long-term debt, net	159,229		103,423
2022 Term Loan
Debt Instrument [Line Items]
Less: Current portion of long-term debt	(8,400)
2022 Revolving Credit Facility
Debt Instrument [Line Items]
Less: Current portion of long-term debt	(14,100)
Predecessor 2021 Term Loan
Debt Instrument [Line Items]
Unamortized debt issuance costs			(3,900)
Net carrying amount			109,200
Less: Current portion of long-term debt			(2,800)
Predecessor 2021 Revolving Credit Facility
Debt Instrument [Line Items]
Less: Current portion of long-term debt			(15,000)
Line of Credit \| 2022 Term Loan \| Secured Debt
Debt Instrument [Line Items]
Long-term debt	170,652		0
Line of Credit \| 2022 Revolving Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	14,117		0
Line of Credit \| Predecessor 2021 Term Loan \| Secured Debt
Debt Instrument [Line Items]
Long-term debt	0		109,175
Line of Credit \| Predecessor 2021 Revolving Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	0		15,000
Line of Credit \| Predecessor 2018 Term Loan \| Secured Debt
Debt Instrument [Line Items]
Long-term debt	0		0
Line of Credit \| Predecessor 2018 Revolving Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	0		0
Line of Credit \| Predecessor PPP Loan \| Secured Debt
Debt Instrument [Line Items]
Long-term debt	$ 0		$ 0

LEASES - Operating Lease Maturity Schedule Prior to the Adoption of ASC 842 (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 1,544
2023	1,625
2024	1,456
2025	1,490
2026	844
Thereafter	1,911
Future minimum lease payments	$ 8,870

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2022 (Successor Period):


(In thousands)	Total		Quoted Prices in Active Market		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description			(Level 1)		(Level 2)		(Level 3)
Assets:
Interest rate collar	$	198	$	—	$	198	$	—
Liabilities:
Derivative warrant liabilities - Public	$	7,130	$	7,130	$	—	$	—
Derivative warrant liabilities - Private	$	11,181	$	—	$	11,181	$	—

FINANCIAL INSTRUMENTS	12 Months Ended
FINANCIAL INSTRUMENTS	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
FINANCIAL INSTRUMENTS	FINANCIAL INSTRUMENTS Interest Rate Collar To mitigate interest rate risk in connection with the variable rate loans under the 2022 Credit Agreement, the Company entered into an interest rate collar with Wells Fargo for a notional value of $160.0 million and a fixed cash payment of $0.8 million. Under the terms of the interest rate collar, the Company is required to pay Wells Fargo if the monthly SOFR-based interest falls below the defined interest rate floor of 2.55%; conversely, the Company is entitled to receive payment from Wells Fargo if the monthly SOFR-based interest rate rises above the defined interest rate cap of 5.25%. Settlement in cash occurs monthly, if contractually required, until termination of the agreement in October 2024, and the variable interest rate is reset on the last day of each month. This derivative instrument has not been designated for hedge accounting, therefore the change in fair value is recognized in current period earnings. The fair value of these contracts, included in other non-current assets was $0.2 million as of December 31, 2022 (Successor Period). The non-cash loss from change in fair value during the period from July 28 to December 31, 2022 (Successor Period) was $0.6 million, recognized in other expenses, net. No payments or receipts were exchanged on the interest rate collar contract during the period from July 28 to December 31, 2022 (Successor Period) aside from the initial fixed cash payment of $0.8 million. Warrant Liabilities Pursuant to Waldencast’s IPO, the Company issued 11,499,950 Public Warrants to third-party investors. Simultaneously with the closing of the IPO, Waldencast completed the private sale of 5,933,333 warrants (the “Sponsor Warrants”) to the Sponsor. Also, in connection with the IPO, on February 22, 2021, Waldencast, the Sponsor and Zeno Investment Master Fund (f/k/a Dynamo Master Fund, a member of the Sponsor (“Zeno”), entered into a Forward Purchase Agreement (the “Sponsor FPA”), which was subsequently amended by the assignment and assumption agreement entered into by and between the Sponsor and Burwell Mountain Trust (“Burwell”) on December 20, 2021. Under the assignment and assumption agreement, Sponsor assigned, and Burwell assumed, all of the Sponsor’s rights and benefits under the Sponsor FPA, pursuant to which, Burwell and Zeno committed to subscribe for and purchase 16,000,000 Waldencast Class A ordinary shares and 5,333,333 warrants (the “Sponsor FPA Warrants”) in connection with the closing of the Business Combination. In addition, Waldencast and Beauty Ventures LLC (“Beauty Ventures”) entered into a Forward Purchase Agreement on March 1, 2021 (the “Third-Party FPA”, and together with the Sponsor FPA, the “FPAs”), pursuant to which Beauty Ventures committed to subscribe for and purchase up to 17,300,000 Class A ordinary shares and 5,766,666 warrants (the “Third-Party FPA Warrants” and together with the Sponsor FPA Warrants, the “FPA Warrants”) for an aggregate commitment amount of $173.0 million, in connection with the closing of Waldencast’s initial business combination. Finally, in connection with the Business Combination, Waldencast issued 1,000,000 warrants to settle $1.5 million working capital loans with its Sponsor, the terms of which are identical to the Sponsor FPA Warrants (the “Sponsor Loan Warrants”). The Sponsor Loan Warrants and Third-Party FPA Warrants are collectively referred to as the “Private Placement Warrants”. As of December 31, 2022, all of the above-noted warrants, totaling 29,533,282, remained issued and outstanding. For the period from July 28 to December 31, 2022 (Successor Period), the Company recognized a gain of $6.8 million from the change in fair value of the Public Warrants and Private Placement Warrants in the Company’s consolidated statements of operations and comprehensive loss. Following the Domestication, Public Warrants and Private Placement Warrants each entitle the holder to purchase one share of the Company’s Class A ordinary shares at an exercise price of $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued and only whole warrants can trade. The Public Warrants became exercisable 30 days after the completion of the Business Combination. The Public Warrants will expire June 27, 2027 or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: –in whole and not in part; –upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption, based on the redemption date and the “fair market value” of the Class A ordinary shares; –at a price of $0.01 per warrant if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). –At a price of $0.01 per warrant if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and –if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The terms of the Third-Party FPA Warrants are identical to the Public Warrants. The Sponsor Loan Warrants and Sponsor FPA Warrants are also identical to the Public Warrants, except that they and the Class A ordinary shares issuable upon the exercise of such warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Sponsor Loan Warrants and Sponsor FPA Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees, thereafter they will be redeemable by the Company and exercisable by such holders on the same basis as Public Warrants.

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

The Company has operating leases for real estate properties for office and warehouse space with initial terms of approximately 8 and 11 years, respectively. Some of the Company’s lease contracts include options to extend the leases for up to 5 years. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants.

The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset that the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company includes options that are reasonably certain to be exercised as part of the lease term. The Company may negotiate termination clauses in anticipation of any changes in market conditions but generally, these termination options are not exercised and not considered in the determination of the lease term. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. ROU assets are recognized on the balance sheet based on the lease liability adjusted for any initial direct costs, lease incentives received, and prepaid rent.

The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of the Company’s leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be, and resulting interest the Company would pay, to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. The Company has elected not to separate non-lease components from lease components and accounts for them as a single lease component. The Company has also elected the short-term lease recognition exemption for all leases that qualify.

The Company historically accounted for leases in accordance with ASC 840, Leases, under which operating leases were not recorded on the balance sheet. Adoption of ASC 842 was not required in interim periods preceding December 31, 2022. Upon consummation of the Business Combination, Obagi and Milk adopted ASC 842 as a matter of policy alignment. The period from January 1 to July 27, 2022 (Predecessor Period) does not reflect the impact of ASC 842 adoption, as the Company did not adopt the standard as of an interim 2022 period.

The Company’s lease expenses of $1.4 million were composed of operating lease costs. The Company does not have any finance leases, short-term lease costs or variable lease costs.

Supplemental cash flow information related to the Company’s operating leases was as follows:


(In thousands)	Period from July 28 to December 31, 2022 (Successor)
Cash paid for amounts included in the measurement of operating lease liabilities:	$	1,166
Right-of-use assets obtained in exchange for new operating lease liabilities:	$	4,081


			Period from July 28 to December 31, 2022 (Successor)
Weighted-average remaining lease term (years)			7.75
Weighted-average discount rate			5.9%


(In thousands)	Amount
2023	$	3,309
2024	3,430
2025	3,504
2026	2,899
2027	2,452
Thereafter	9,194
Total future minimum lease payments	$	24,788
Less: Imputed Interest	4,865
Total reported lease liability	$	19,923

Disclosures Related to Periods Prior to the Adoption of ASC 842

Prior to the Obagi China Distribution, the Company leased office space under three non-cancelable operating leases expiring between September 2023 and February 2032. Rent expense related to the Company’s operating leases was $0.9 million, $1.2 million, and $1.1 million for the period from January 1 to July 27, 2022 (Predecessor Period) and the years ended December 31, 2021 and 2020 (Predecessor Period), respectively.

Future minimum lease payments as of December 31, 2021 were as follows:


(In thousands)	Amount
2022	$	1,544
2023	1,625
2024	1,456
2025	1,490
2026	844
Thereafter	1,911
	$	8,870

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Dec. 31, 2022 USD ($)
Skintrinsiq Devices
Long-Term Purchase Commitment [Line Items]
Initial commitment amount of purchase commitments	$ 5.7
Future minimum payment	1.4
Inventories
Long-Term Purchase Commitment [Line Items]
Initial commitment amount of purchase commitments	8.2
Future minimum payment	$ 7.0
Minimum \| Skintrinsiq Devices
Long-Term Purchase Commitment [Line Items]
Purchase commitment period	12 months
Minimum \| Inventories
Long-Term Purchase Commitment [Line Items]
Purchase commitment period	12 months
Maximum \| Skintrinsiq Devices
Long-Term Purchase Commitment [Line Items]
Purchase commitment period	18 months
Maximum \| Inventories
Long-Term Purchase Commitment [Line Items]
Purchase commitment period	18 months

INCOME TAX BENEFIT - Schedule of Components of Income Tax Expense (Details)	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit at Bailiwick of Jersey for Successor and Income tax benefit at Cayman Islands for Predecessor statutory rate	0.00%	0.00%	0.00%	0.00%
U.S./foreign tax rate differential	20.70%	17.70%	30.50%	47.70%
State income tax benefit, net of federal benefit	2.40%	1.40%	1.80%	8.20%
Permanent Items	0.20%	(0.10%)	(0.20%)	(1.50%)
Noncontrolling interest	(1.10%)	0.00%	0.00%	0.00%
Change in valuation allowance	(6.10%)	(16.90%)	(141.00%)	0.00%
Transaction bonuses	0.00%	8.60%	0.00%	0.00%
Transaction costs	0.00%	(11.30%)	0.00%	0.00%
PPP Loan forgiveness	0.00%	0.00%	14.40%	0.00%
True-Ups	0.00%	0.00%	(1.80%)	1.10%
Tax credits	0.00%	0.00%	0.00%	3.40%
Goodwill impairment	(11.40%)	0.00%	0.00%	0.00%
Total income tax (benefit) expense	4.60%	(0.60%)	(96.30%)	58.90%

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT REPORTING

The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. Prior to the consummation of the Business Combination, the Predecessor operated its business and reported its results through a single operating and reportable segment. Following the Business Combination, the Company determined that it has two operating and reportable segments: Obagi Skincare and Milk Makeup. See. “Note 3, Business Combinations.”

Obagi Skincare - this segment consists of the business of Obagi. Obagi’s business activities include developing, marketing, and selling skin health products. These assets and activities are conducted by Obagi Global Holdings Limited and its wholly-owned subsidiaries.

Milk Makeup - this segment consists of the business of Milk. Milk’s business activities include developing, marketing, and selling cosmetics, skincare, and other beauty products. Milk generates revenue from the sale of cosmetics to retailers, including off-price retailers, and sales DTC via its website.

Central costs include operating expenses related to corporate overhead expenses such as personnel-related costs, professional fees, interest expense related to the 2022 Credit Agreement, and the change in the fair value of derivatives. These costs are not used in evaluating the results of, or in allocating resources to, the Company’s segments.

The accounting policies of the segments are the same as those described in “Note 3, Summary of Significant Accounting Policies.”

The following is a reconciliation of financial measures of the Company’s segments to the consolidated totals:


	Period from July 28 to December 31, 2022 (Successor):
(In thousands)	Obagi Skincare		Milk Makeup		Total

Net revenue	$	61,090	$	31,283	$	92,373
Cost of goods sold	44,973		15,684		60,657
Gross profit	$	16,117	$	15,599	$	31,716

The Company evaluates the performance of its reportable segments based on segment gross profit. Segment gross profit is segment revenue less segment cost of goods sold.

The following table reconciles segment gross profit to net income (loss) before income taxes for the period from July 28 to December 31, 2022 (Successor Period):


	Period from July 28 to December 31, 2022
(In thousands)	Successor

Gross profit	$	31,716
Selling, general and administrative	88,926
Research and development	1,796
Loss on impairment of goodwill	68,715
Interest expense, net	6,230
Change in fair value of derivative warrant liabilities	(6,793)
Other expenses (income), net	(798)
Income (loss) before income taxes	$	(126,360)
Net loss	$	(120,557)

The Company does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented. All of the Company’s and the Predecessor’s long-lived assets are located in the U.S.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

RESTATEMENT AND RECLASSIFICATIONS (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Changes and Error Corrections [Abstract]

Summary of Restatement and Reclassification Adjustments

The following table summarizes the impact of the restatement to net revenue:


(In thousands)	Year ended December 31, 2021		Year ended December 31, 2020
Distributor fees for services (1)	$	(39,146)	$	—
SA Distributor (2)	(14,220)		1,709
Physician Channel Provider (3)	(8,191)		8,591
US Online Marketplace Distributor (4)	(1,773)		60
Other adjustments (5)	(267)		(77)
Total net revenue adjustments	$	(63,597)	$	10,283

1.Distributor fees for services – Obagi’s distributors charge fees for certain services they render. The Predecessor (Obagi) had recorded these service fees as selling, general and administrative (“SG&A”) and research and development (“R&D”) expenses. Management subsequently determined these service fees should have been recognized as a reduction to net revenue, as the additional services provided by distributors were not distinct from the distributors’ purchase of Obagi products. This resulted in an overstatement of net revenue of $39.1 million and corresponding overstatements of SG&A expenses and R&D expenses of $37.1 million $2.0 million, respectively, for the year ended December 31, 2021 (Predecessor Period). The misstatement had no impact to net income or cash flows for the year ended December 31, 2021 (Predecessor Period). There was no similar accounting misstatement identified for the year ended December 31, 2020 (Predecessor Period).

2.SA Distributor – The Predecessor historically recognized revenue for products sold to Obagi’s SA Distributor upon shipment of the products. Management determined that the SA Distributor revenue should have been recognized when Obagi had no remaining performance obligations and received substantially all of the consideration related to each purchase order in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This resulted in an overstatement of accounts receivable of $24.8 million as of December 31, 2021 (Predecessor Period), an overstatement of net revenue of $14.2 million for the year ended December 31, 2021 (Predecessor Period), and an understatement of net revenue of $1.7 million for the year ended December 31, 2020 (Predecessor Period).

3.Physician Channel Provider - The Predecessor historically recognized revenue for products sold in the physician dispensed, or Direct-to-Physician (“DTP”), channel upon the transfer of products to the Physician Channel Provider. Management determined that although the products were transferred to the Physician Channel Provider, the Physician Channel Provider did not obtain actual control of the products until immediately prior to selling through to the physician customer. Therefore, revenue should have been recognized only immediately prior to transfer of products to physicians (i.e., when the products were sold to the physicians) rather than when they were transferred to the Physician Channel Provider. In addition, the Physician Channel Provider charged fees for certain services rendered by it (as discussed above) and the Predecessor recorded these service fees as SG&A and R&D expenses, instead of as a reduction to net revenue. As a result of these items, there was an overstatement of net revenue of $8.2 million, an understatement of cost of goods sold of $0.4 million, an overstatement of SG&A of $7.1 million, an overstatement of accounts receivable of $14.8 million, and an understatement of inventory of $2.0 million as of and for the year ended December 31, 2021 (Predecessor Period). For the year ended December 31, 2020 (Predecessor Period) this resulted in an understatement of revenue of $8.6 million, an understatement of cost of goods sold of $2.6 million, and an overstatement of SG&A of $4.9 million.

4.U.S. Online Marketplace Distributor – The Predecessor agreed to nonstandard payment terms in its contracts with the U.S. Online Marketplace Distributor and allowed for payments over a period of time that exceeded 365 days until final payment of an invoice. Management subsequently identified misstatements to revenue recognition relating to the significant financing component of such

arrangement, timing of revenue, and incorrect accounting of shipping activities. The net impact of these misstatements resulted in an overstatement of net revenue of $1.8 million, an understatement of other income of $1.0 million and an understatement of deferred revenue of $0.7 million as of and for the year ended December 31, 2021 (Predecessor Period) and an understatement of net revenue of $0.1 million for the year ended December 31, 2020 (Predecessor Period).

5.Other net revenue adjustments – Other net revenue adjustments were individually and in the aggregate insignificant for the years ended December 31, 2021 and 2020 (Predecessor Periods).The following table summarizes the impact of the restatement to cost of goods sold:


(In thousands)	Year ended December 31, 2021		Year ended December 31, 2020

Physician Channel Provider (1)	$	374	$	2,552
Inventory obsolescence provision (2)	(583)		665
Other - adjustments (3)	1,882		1,254
Total net cost of goods sold adjustments	$	1,673	$	4,471

1.Physician Channel Provider – As described above in (a)3, Management determined that it should have recognized revenue and cost of goods sold for products sold to the Physician Channel Provider immediately prior to the transfer of products to the physicians, which resulted in understatements of costs of goods sold as set forth in the table above.

2.Inventory obsolescence provision – The Company did not appropriately adjust the inventory reserve for obsolete inventory. In connection with the restatement, the Company corrected its historical inventory obsolescence provision. This resulted in an overstatement of cost of goods sold of $0.6 million for the year ended December 31, 2021 (Predecessor Period) and an understatement of $0.7 million for the year ended December 31, 2020 (Predecessor Period).

3.Other net cost of goods sold adjustments – The Predecessor historically recorded certain promotional products in marketing expenses. Management determined that it should have recorded such promotional products in inventory and cost of goods sold, which resulted in understatements of costs of goods sold as set forth in the table above. The other net cost of goods sold adjustments related to the understatement of cost of goods sold were insignificant both individually and in the aggregate for the years ended December 31, 2021 and 2020 (Predecessor Periods).

The following table summarizes the impact of the restatement to SG&A expenses:


(In thousands)	Year ended December 31, 2021		Year ended December 31, 2020
Distributor fees for services (1)	$	(37,075)	$	—
Physician Channel Provider (2)	(7,065)		(4,891)
Computer software (3)	1,323		472
Prepaid expenses (4)	(732)		1,827
Other - adjustments (5)	(974)		(546)
Total SG&A adjustments	$	(44,523)	$	(3,138)

1.Distributor fees for services – As described above in (a)1, the Predecessor had incorrectly recorded certain payments to distributors for services on a gross basis in net revenue which caused an overstatement of SG&A expenses.

2.Physician Channel Provider – As described above in (a)3, the Predecessor had recorded fees for certain services to the Physician Channel Provider in SG&A expenses as opposed to a reduction to net revenue, which cause an overstatement of SG&A expenses.

3.Computer software – As described below in (j), the Predecessor historically capitalized certain computer software expenses that should have been expensed as incurred. This adjustment resulted in

understatements of SG&A expenses of $1.3 million and $0.5 million for the years ended December 31, 2021 and 2020 (Predecessor Periods), respectively.

4.Prepaid expenses – As described below in (h)1 through (h)2, the Predecessor historically capitalized certain expenses primarily related to marketing and advertising activities. Obagi should have expensed these items in the period in which the expenses were incurred. These misstatements resulted in an overstatement of SG&A expenses of $0.7 million for the year ended December 31, 2021 (Predecessor Period) and an understatement of $1.8 million for the year ended December 31, 2020 (Predecessor Period).

5.Other SG&A adjustments – As described in (b)3, management determined that it should have recorded certain promotional products in cost of goods sold instead of marketing expenses, which resulted in an overstatement of SG&A expenses as set forth in the table above. The other SG&A adjustments were individually and in the aggregate insignificant for the years ended December 31, 2021 and 2020 (Predecessor Periods).

The following table summarizes the impact of the restatement to accounts receivable, net:


(In thousands)	As of December 31, 2021
SA Distributor (1)	$	(24,821)
Physician Channel Provider (2)	(14,796)
Uncollectible loan receivable (3)	(2,500)
Other adjustments (4)	(2,512)
Total accounts receivable, net adjustments	$	(44,629)

1.SA Distributor – As described above in (a)2, the Company restated revenue for products sold to the SA Distributor and adjusted the overstatement of accounts receivable, net.

2.Physician Channel Provider – As described above in (a)3, the Company restated revenue for products sold in the DTP channel and adjusted the overstatement of accounts receivable, net.

3.Uncollectible loan receivable – The Predecessor did not record the loss on the write-off of a one-time uncollectible loan receivable related to the Obagi China Business in the period it was deemed uncollectible. This resulted in an overstatement of accounts receivable, net of $2.5 million as of December 31, 2021 (Predecessor Period) and an understatement of a loss on the write-off of the loan receivable of $2.6 million for the year ended December 31, 2021 (Predecessor Period).

4.Other adjustments – The Company identified misstatements related to certain distributor receivables, aged accounts receivable and other accounts receivable. The aggregate impact of these misstatements resulted in an overstatement of accounts receivable, net of $2.5 million as of December 31, 2021 (Predecessor Period).

The following table summarizes the impact of the restatement to inventories:


(In thousands)	As of December 31, 2021
Physician Channel Provider (1)	$	2,029
Inventory obsolescence provision (2)	(82)
Other adjustments (3)	325
Total net inventory adjustments	$	2,272

1.Physician Channel Provider – As described above in (a)3, the Predecessor historically recognized cost of goods sold for products sold in the DTP channel upon transfer of the products to the Physician Channel Provider instead of immediately prior to transfer of the products to physician customers, which resulted in an understatement of inventory.

2.Inventory obsolescence provision – As described above in (b)2, as a result of misstatements in inventory, the Company had an overstatement of inventory of $0.1 million as of December 31, 2021 (Predecessor Period).

3.Other adjustments – As described in (b)3, management determined that it should have recorded certain promotional products in inventory and cost of goods sold instead of marketing expenses, which resulted in an understatement of inventory of $0.3 million as of December 31, 2021 (Predecessor Period).

The following table summarizes the impact of the reclassification adjustments to cost of goods sold:


(In thousands)	Year ended December 31, 2021		Year ended December 31, 2020
Amortization of intangible assets	$	4,656	$	4,656

The following tables present the effects of the restatement and reclassification adjustments to the previously issued consolidated financial statements.

CONSOLIDATED BALANCE SHEET

(In thousands of U.S. dollars, except share and per share data)


	December 31, 2021
	Predecessor (Obagi)
	As Reported		Restatement Adjustments		Restatement Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,794	$	—		$	12,794
Restricted cash	650		—			650
Accounts receivable, net	63,367		(44,629)		f	18,738

Inventories	19,339		2,272		g	21,611
Prepaid expenses	7,944		(2,979)		h	4,965
Other current assets	335		(56)		i	279
Total current assets	104,429		(45,392)			59,037
Property and equipment, net	3,584		(2,386)		j	1,198
Intangible assets, net	79,574		—			79,574
Goodwill	44,489		—			44,489


Other non-current assets	1,497		(1,209)		k	288
TOTAL ASSETS	$	233,573	$	(48,987)		$	184,586
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	11,375	$	1,305	l	$	12,680


Current portion of long-term debt	15,382		60		n.m.	15,442
Other current liabilities	12,983		(300)		m	12,683
Total current liabilities	39,740		1,065			40,805
Long-term debt, net	103,423		—			103,423


Deferred income tax liabilities	548		—			548
Other non-current liabilities	572		(1)		n.m.	571
TOTAL LIABILITIES	144,283		1,064			145,347

SHAREHOLDERS' EQUITY:
Predecessor common shares, 25,000,000 shares authorized; $0.50 par value, 8,000,002 shares issued and outstanding as of December 31, 2021	4,000		—			4,000



Additional paid-in capital	100,113		—			100,113
Accumulated deficit	(14,798)		(50,051)		o	(64,849)
Accumulated other comprehensive loss	(25)		—			(25)
TOTAL SHAREHOLDERS' EQUITY	89,290		(50,051)			39,239


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	233,573	$	(48,987)		$	184,586

n.m. - not meaningful

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS)

(In thousands of U.S. dollars, except share and per share data)


	Year ended December 31, 2021
	Predecessor (Obagi)
	As Reported		Reclassification		Restatement Adjustments		Restatement Reference	As Restated
Net revenue	$	206,069	$	—	$	(63,597)	a	$	142,472
Cost of goods sold			53,364		1,673		b,p,r	55,037
Gross profit							r	$	87,435
Cost of goods sold	48,708		(48,708)		—		r	—
Selling, general and administrative	118,243		9,248		(44,523)		c,p	82,968
Research and development	6,991		—		(899)		d,a(1)	6,092
Depreciation and amortization	14,053		(13,904)		(149)		j,p	—
Total operating expenses	$	187,995	$	(53,364)	$	(45,571)		$	89,060
Operating (loss) income	$	18,074	$	—	$	(19,699)		$	(1,625)
Interest expense, net	11,156		—		(38)		n.m.	11,118
Loss on extinguishment of debt	2,317		—		—			2,317
Gain on PPP Loan forgiveness	(6,824)		—		—			(6,824)
Loss on write-off of loan receivable	—		—		2,555		f	2,555
Other expenses (income), net	194		—		(1,011)		e	(817)
Total other (income) expenses, net	$	6,843	$	—	$	1,506		$	8,349
(Loss) income before income taxes	11,231		—		(21,205)			(9,974)
Income tax (benefit) expense	11,301		—		(1,699)		n	9,602
Net loss	$	(70)	$	—	$	(19,506)		$	(19,576)


Net loss per common share:
Basic and diluted	$	(0.01)			$	(2.44)		$	(2.45)

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


Net loss	$	(70)	$	—	$	(19,506)		$	(19,576)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	(32)		—		—			(32)
Comprehensive loss	$	(102)	$	—	$	(19,506)		$	(19,608)

n.m. - not meaningful

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands of U.S. dollars, except share and per share data)


	Year ended December 31, 2020
	Predecessor (Obagi)
	As Reported		Reclassification		Restatement Adjustments		Restatement Reference	As Restated
Net revenue	$	84,145	$	—	$	10,283	a	$	94,428
Cost of goods sold			24,625		4,471		b,p,r	29,096
Gross profit							r	$	65,332
Cost of goods sold	19,969		(19,969)		—		r	—
Selling, general and administrative	54,794		8,765		(3,138)		c,p	60,421
Research and development	3,929		—		454		d	4,383
Depreciation and amortization	13,426		(13,421)		(5)		j,p	—
Total operating expenses	$	92,118	$	(24,625)	$	(2,689)		$	64,804
Operating (loss) income	$	(7,973)	$	—	$	8,501		$	528
Interest expense, net	6,281		—		—			6,281
Other expenses (income), net	11		—		—			11
Total other (income) expenses, net	$	6,292	$	—	$	—		$	6,292
(Loss) income before income taxes	(14,265)		—		8,501			(5,764)
Income tax (benefit) expense	(5,094)		—		1,700		n	(3,394)
Net loss	$	(9,171)	$	—	$	6,801		$	(2,370)

Net loss per share common share:
Basic and diluted	$	(1.14)			$	0.84		$	(0.30)

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


Net loss	$	(9,171)	$	—	$	6,801		$	(2,370)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	16		—		—			16
Comprehensive loss	$	(9,155)	$	—	$	6,801		$	(2,354)

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands of U.S. dollars)


	Year ended December 31, 2021
	Predecessor (Obagi)
	As Reported		Restatement Adjustments		Restatement Reference	As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(70)	$	(19,506)		$	(19,576)
Adjustments to reconcile net loss to net cash
Cash (used in) provided by operating activities:
Depreciation and amortization	14,053		(149)		j	13,904
Loss on extinguishment of debt	2,317		—			2,317
Gain on PPP Loan forgiveness	(6,824)		—			(6,824)
Amortization of debt issuance costs	1,179		(40)		n.m.	1,139
Deferred income taxes	11,073		(1,699)		n	9,374
Loss on disposal of equipment	52		—			52
Loss on write-off of loan receivable	—		2,555		f	2,555
Changes in operating assets and liabilities:
Accounts receivable	(23,790)		18,733		f	(5,057)
Inventories	(5,359)		(651)		g	(6,010)
Prepaid expenses	(2,654)		1,557		h	(1,097)
Other current assets and other assets	2,323		(1,711)		i,k	612
Accounts payable	8,495		1,152		l, q	9,647
Other current liabilities and other liabilities	4,275		(1,782)		m	2,493
Net cash (used in) provided by operating activities	$	5,070	$	(1,541)		$	3,529
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(937)		74		n.m.	(863)
Capital expenditure on property and equipment	(1,923)		1,499		j	(424)
Advances for note receivable	(2,500)		—			(2,500)
Net cash used in investing activities	$	(5,360)	$	1,573		$	(3,787)
CASH FLOWS FROM FINANCING ACTIVITIES:






Net cash provided by financing activities	$	5,162	$	—		$	5,162
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	4,872	$	32	q	$	4,904
Effect of foreign exchange rates on cash and cash equivalents	—		(32)		q	(32)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	$	8,572	$	—		$	8,572
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	13,444	$	—		$	13,444

SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes	$	—	$	—		$	—
Interest	10,014		—			10,014

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals	$	97	$	(11)	j	$	86

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands of U.S. dollars)


	Year ended December 31, 2020
	Predecessor (Obagi)
	As Reported		Restatement Adjustments		Restatement Reference	As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,171)	$	6,801		$	(2,370)
Adjustments to reconcile net loss to net cash
Cash (used in) provided by operating activities:
Depreciation and amortization	13,426		(5)		j	13,421
Amortization of debt issuance costs	798		—			798
Deferred income taxes	(4,743)		1,699		n	(3,044)
Changes in operating assets and liabilities:
Accounts receivable	(961)		(15,700)		f	(16,661)
Inventories	1,593		2,848		g	4,441
Prepaid expenses	(2,150)		231		h	(1,919)
Other current assets and other assets	(998)		2,157		i,k	1,159
Accounts payable	(7,523)		132		l	(7,391)
Other current liabilities and other liabilities	2,478		1,657		m	4,135
Net cash (used in) provided by operating activities	$	(7,251)	$	(180)		$	(7,431)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(652)		(1)			(653)
Capital expenditure on property and equipment	(1,235)		181		j	(1,054)
Net cash used in investing activities	$	(1,887)	$	180		$	(1,707)
CASH FLOWS FROM FINANCING ACTIVITIES:






Net cash provided by financing activities	$	14,319	$	—		$	14,319
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	5,181	$	—		$	5,181

CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	$	3,391	$	—		$	3,391
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	8,572	$	—		$	8,572

SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes	$	9	$	—		$	9
Interest	5,449		—			5,449

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals	$	186	$	(186)	j	$	—
Capital contribution of trademarks	4,058		—			4,058

REVENUE - Revenue by Sales Channel (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 142,472	$ 94,428
Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	61,090	73,760
Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	31,283		142,472
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	90,385	70,729	136,759	88,524
Net product sales \| Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	59,102	70,729
Net product sales \| Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	31,283		136,759
Net product sales \| Direct sales
Disaggregation of Revenue [Line Items]
Net revenue	60,468			54,343
Net product sales \| Direct sales \| Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	30,276	39,649
Net product sales \| Direct sales \| Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	30,192		68,181
Net product sales \| Distributors
Disaggregation of Revenue [Line Items]
Net revenue	29,917			34,181
Net product sales \| Distributors \| Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	28,826	31,080
Net product sales \| Distributors \| Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	1,091		68,578
Royalties
Disaggregation of Revenue [Line Items]
Net revenue	1,988	3,031	5,713	$ 5,904
Royalties \| Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	1,988	$ 3,031
Royalties \| Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	$ 0		$ 5,713

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Summary of Purchase Price Allocation

Obagi and Milk Purchase Price Allocation:


(In thousands)	Obagi		Milk		Total
Total Purchase Price:
Cash consideration	$	345,398	$	121,629	$	467,027
Equity consideration	277,824		200,087		477,911
Cash repayment of debt	136,112		3,935		140,047
Related party liability	22,100		—		22,100
Total purchase consideration	$	781,434	$	325,651	$	1,107,085
Fair value of assets acquired:
Cash and cash equivalents	$	15,850	$	2,092	$	17,942
Restricted cash	650		819		1,469
Account receivable, net	15,214		3,866		19,080
Related party receivable	327		199		526
Inventories	31,026		30,945		61,971
Prepaid expenses	4,307		520		4,827
Other current assets	359		-		359
Property and equipment	1,245		8,436		9,681
Intangible assets	505,300		157,500		662,800
Right-of-use assets	4,811		8,232		13,043
Other assets	227		-		227
Total identifiable assets acquired	$	579,316	$	212,609	$	791,925
Liabilities assumed:
Accounts payable and accrued expenses	18,699		6,442		25,141
Other current liabilities	12,912		5,483		18,395
Lease liabilities	6,461		10,105		16,566
Deferred income tax liabilities	28,073		-		28,073
Total liabilities assumed:	$	66,145	$	22,030	$	88,175
Net assets acquired	513,171		190,579		703,750
Purchase consideration	781,434		325,651		1,107,085
Goodwill	$	268,263	$	135,072	$	403,335

Schedule of Intangible Assets Acquired in Business Combination

Intangible Assets


	Fair Value
	Obagi		Milk		Total		Weighted- Average Useful Life
(In thousands)
Trademarks and Trade Name	$	414,000	$	145,000	$	559,000	14 years
Customer/distributor relationships	25,000		11,000		36,000		11 years
Tretinoin distribution and supply agreement	38,900		—		38,900		5 years
Formulations	27,400		1,500		28,900		8 years
Total Intangible Assets	$	505,300	$	157,500	$	662,800

Unaudited Pro Forma Consolidated Financial Information


	Year ended December 31, 2022		Year ended December 31, 2021
(In thousands)	(Unaudited)		(Unaudited)
Pro forma net revenue	$	200,547	$	162,583
Pro forma net income (loss)	(86,930)		(145,152)
Less: Pro forma net income (loss) attributable to noncontrolling interest	(25,140)		(26,519)
Pro forma net income (loss) attributable to Waldencast plc	$	(61,790)	$	(118,633)

BUSINESS COMBINATIONS - Schedule of Intangible Assets Acquired in Business Combination (Details) - Obagi and Milk Business Combinations $ in Thousands	Jul. 28, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 662,800
Obagi
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	505,300
Milk
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	157,500
Trademarks and Trade Name
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 559,000
Weighted- Average Useful Life	14 years
Trademarks and Trade Name \| Obagi
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 414,000
Trademarks and Trade Name \| Milk
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	145,000
Customer/distributor relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 36,000
Weighted- Average Useful Life	11 years
Customer/distributor relationships \| Obagi
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 25,000
Customer/distributor relationships \| Milk
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	11,000
Tretinoin distribution and supply agreement
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 38,900
Weighted- Average Useful Life	5 years
Tretinoin distribution and supply agreement \| Obagi
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 38,900
Tretinoin distribution and supply agreement \| Milk
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	0
Formulations
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 28,900
Weighted- Average Useful Life	8 years
Formulations \| Obagi
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 27,400
Formulations \| Milk
Acquired Finite-Lived Intangible Assets [Line Items]
Total Intangible Assets	$ 1,500

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table presents changes in goodwill by reportable segment:


(In thousands)	Obagi Skincare		Milk Makeup		Total Goodwill
Balance as of December 31, 2021 and 2020 (Predecessor)	$	44,489	—		$	44,489
Elimination of Predecessor goodwill	(44,489)		—		(44,489)
Obagi and Milk Business Combinations	268,263		135,072		403,335
Impairment loss	(68,715)		—		(68,715)
Balance as of December 31, 2022 (Successor)	$	199,548	$	135,072	$	334,620

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

RESTATEMENT AND RECLASSIFICATIONS - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 8,693	$ 12,794
Restricted cash	1,470	650
Accounts receivable, net		(18,738)
Inventories	54,384	21,611
Prepaid expenses	6,273	4,965
Other current assets	679	279
Total current assets	91,043	59,037
Property and equipment, net	8,328	1,198
Intangible assets, net	639,165	79,574
Goodwill	334,620	44,489	$ 44,489
Other non-current assets	535	288
TOTAL ASSETS	1,090,075	184,586
CURRENT LIABILITIES:
Accounts payable		12,680
Current portion of long-term debt	20,095	15,442
Other current liabilities	26,123	12,683
Total current liabilities	72,505	40,805
Long-term debt, net	159,229	103,423
Deferred income tax liabilities	22,250	548
Other non-current liabilities	0	571
TOTAL LIABILITIES	290,177	145,347
SHAREHOLDERS' EQUITY:
Predecessor common shares, 25,000,000 shares authorized; $0.50 par value, 8,000,002 shares issued and outstanding as of December 31, 2021		4,000
Additional paid-in capital	796,038	100,113
Accumulated deficit	(156,780)	(64,849)
Accumulated other comprehensive loss	(29)	(25)
TOTAL SHAREHOLDERS' EQUITY	799,898	39,239
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 1,090,075	184,586
As Reported
CURRENT ASSETS:
Cash and cash equivalents		12,794
Restricted cash		650
Accounts receivable, net		(63,367)
Inventories		19,339
Prepaid expenses		7,944
Other current assets		335
Total current assets		104,429
Property and equipment, net		3,584
Intangible assets, net		79,574
Goodwill		44,489
Other non-current assets		1,497
TOTAL ASSETS		233,573
CURRENT LIABILITIES:
Accounts payable		11,375
Current portion of long-term debt		15,382
Other current liabilities		12,983
Total current liabilities		39,740
Long-term debt, net		103,423
Deferred income tax liabilities		548
Other non-current liabilities		572
TOTAL LIABILITIES		144,283
SHAREHOLDERS' EQUITY:
Predecessor common shares, 25,000,000 shares authorized; $0.50 par value, 8,000,002 shares issued and outstanding as of December 31, 2021		4,000
Additional paid-in capital		100,113
Accumulated deficit		(14,798)
Accumulated other comprehensive loss		(25)
TOTAL SHAREHOLDERS' EQUITY		89,290
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		233,573
Restatement Adjustments
CURRENT ASSETS:
Cash and cash equivalents		0
Restricted cash		0
Accounts receivable, net		44,629
Inventories		2,272
Prepaid expenses		(2,979)
Other current assets		(56)
Total current assets		(45,392)
Property and equipment, net		(2,386)
Intangible assets, net		0
Goodwill		0
Other non-current assets		(1,209)
TOTAL ASSETS		(48,987)
CURRENT LIABILITIES:
Accounts payable		1,305
Current portion of long-term debt		60
Other current liabilities		(300)
Total current liabilities		1,065
Long-term debt, net		0
Deferred income tax liabilities		0
Other non-current liabilities		(1)
TOTAL LIABILITIES		1,064
SHAREHOLDERS' EQUITY:
Predecessor common shares, 25,000,000 shares authorized; $0.50 par value, 8,000,002 shares issued and outstanding as of December 31, 2021		0
Additional paid-in capital		0
Accumulated deficit		(50,051)
Accumulated other comprehensive loss		0
TOTAL SHAREHOLDERS' EQUITY		(50,051)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$ (48,987)

SEGMENT REPORTING - Reconciliation of Financial Measures of Segments to Consolidated Totals (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 142,472	$ 94,428
Cost of goods sold	60,657	30,868	55,037	29,096
Gross profit	31,716	42,892	87,435	$ 65,332
Obagi Skincare
Segment Reporting Information [Line Items]
Net revenue	61,090	$ 73,760
Cost of goods sold	44,973
Gross profit	16,117
Milk Makeup
Segment Reporting Information [Line Items]
Net revenue	31,283		$ 142,472
Cost of goods sold	15,684
Gross profit	$ 15,599

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 19: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1,2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

STOCK-BASED COMPENSATION

Successor Incentive Plan

The Company’s 2022 Incentive Award Plan (the “Plan”) provides for incentives to be provided to selected officers, employees, non-employee directors and consultants of the Company in the form of options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses or other stock-based awards granted under the Plan. The Plan was adopted by Waldencast’s Board of Directors in June 2022, was approved by its shareholders in July, 2022, and became effective on July 27, 2022 in connection with the closing of the Business Combination.

The maximum number of ordinary shares available for issuance under the Plan as of December 31, 2022 was 16,134,716 (the “Share Reserve”); provided, however the Share Reserve automatically increases on January 1st of each calendar year (each, an “Evergreen Date”), prior to the tenth anniversary of the effective date of the Plan in an amount equal to the lesser of (i) 3% of the total number of ordinary shares issued and outstanding on the December 31st immediately preceding the applicable Evergreen Date and (ii) a number of ordinary shares determined by the Board, including zero. All and up to the number of ordinary shares reserved for issuance under the Plan as of the effective date of the Plan (subject to an equitable adjustment in the event of a change in capitalization or change in control event) may be granted as an incentive stock options. As of December 31, 2022 (Successor Period), the Company had 2,749,579 shares reserved for future issuances under the Plan.

Business Combination

On the Closing Date, in connection with the Business Combination, the Company assumed Obagi and Milk’s legacy incentive award plans and outstanding unvested awards granted under those plans. The Company assumed 5,906,300 stock options and 1,776,827 restricted stock units as replacement awards pursuant to the Obagi Merger Agreement, as

well as 237,724 stock options and 2,808,131 share appreciation rights as replacement awards pursuant to the Milk Merger Agreement. The total post-combination incremental stock-based compensation was $18.3 million, which is expected to be recognized over the remaining requisite service periods, where $47.7 million represents the fair value of the equity awards as part of the equity purchase consideration. The awards that were replaced had been contingent on a performance condition and as such, the Company is required to use an attribution model in which compensation cost for each vesting tranche is recognized as if each vesting tranche were a separate award.

Founder Awards

In August 2022 the Company granted a total of 11,500,000 stock options to the two founders of Waldencast that vest based on service over the six-year period from August 2022 through August 2028. The options were granted with four vesting tranches, each tranche with a different exercise price, subject to their continued employment with the Company. Additionally, the Company granted 692,000 founders service-based restricted stock units that cliff vest in August 2025, subject to their continued employment with the Company.

Incentive Awards

In August 2022, the Company approved incentive awards to employees of Waldencast, Milk, and Obagi. The long-term incentive awards (the “LTI Awards”) are restricted stock units that vest based on both a service condition and meeting either a net sales or earnings before interest, taxes, depreciation and amortization (“EBITDA”) target in calendar year 2022. These LTI Awards were granted to employees in November 2022. The performance targets for the LTI Awards were met for Milk in 2022. The Company granted LTI Awards will vest one-third each year beginning on February 15, 2023, subject to continued service through such dates. As of December 31, 2022 (Successor Period), 694,537 restricted stock units had been granted. In May 2023, the Board approved a modification to the LTI Awards by waiving the performance conditions for most Obagi and Waldencast employees, other than the former Chief Executive Officer of Obagi and the Chief Executive Officer and Chief Growth Officer of Waldencast. See “Note 21. Subsequent Events” for further details.

Waldencast One-Time Stock Grant

In November 2022, the Company approved a one-time stock grant for certain Milk employees that were not eligible to participate in the LTI award program. A total of 10,000 awards were approved under this program. These awards are service-based restricted stock units that will cliff vest three years from the grant date, subject to continued employment with the Company.

Stock option activity for the period from July 28 to December 31, 2022 (Successor Period) was as follows:


	Number of Common Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate intrinsic Value (in thousands)
Balance as of July 28, 2022 (Successor)	—	$	—	$	—	$	—
Granted	20,452,155	9.50		8.3		—
Exercised	—	—		$	—	—
Forfeited	—	—		$	—	—
Balance as of December 31, 2022 (Successor)	20,452,155	9.50		8.3		39,118
Exercisable as of December 31, 2022 (Successor)	4,451,538	4.17		7.5		21,816
Vested and expected to vest as of December 31, 2022 (Successor)	20,452,155	$	9.50	8.3		$	39,118

The weighted average fair value per share of the awards granted for stock options during the period from July 28 to December 31, 2022 (Successor Period) is $3.58.


	Period from July 28 to December 31, 2022
	Successor
	Founder Awards	Replacement Awards
Risk-free interest rate (1)	2.87% - 2.92%	2.79% - 2.80%
Expected term (years) (2)	4.7 - 9.9	N/A
Exercise multiple (3)	N/A	2.30
Expected stock price volatility (4)	39.77% - 44.76%	50.00	%
Dividend yield (5)	N/A	N/A

(1)The risk-free rate is based on U.S. Treasury securities with maturities equivalent to the expected term.

(5)Waldencast has not paid any dividends historically and does not plan to declare dividends in the foreseeable future and therefore assumed a dividend yield of zero.

Restricted stock activity for the period from July 28 to December 31, 2022 (Successor Period) was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of July 28, 2022 (Successor)	—	$	—
Granted	3,173,364	9.16
Vested	(370,945)	10.00
Forfeited	—	—
Outstanding as of December 31, 2022 (Successor)	2,802,419	$	9.16

The unrecognized compensation cost as of December 31, 2022 (Successor Period) for stock options and restricted stock was $32.5 million and $11.4 million, respectively. These costs are expected to be recognized over a weighted-average service period of 4.8 and 2.9 years for stock options and restricted stock, respectively.

Predecessor Incentive Plan

In January 2021, the Predecessor established a Stock Incentive Plan (the “Predecessor Incentive Plan”), under which stock options, stock awards, and restricted stock units (“Predecessor Restricted Stock”) of the Company could be granted to eligible employees, directors, and consultants. Under the Predecessor Incentive Plan, the Company was authorized to issue of a maximum number of 1,500,000 shares of Obagi common stock. Incentive stock options were required to have an exercise price at or above the fair market value of the stock on the date of the grant. The Company’s stock options and Predecessor Restricted Stock granted during the period from January 1 to July 27, 2022 (Predecessor Period) and the year ended December 31, 2021 (Predecessor Period) had service-based and performance-based vesting conditions.

The options vested over five years, with 25% of options vesting in four equal quarterly installments at the end of each three-month period through the first anniversary of the grant, and the remaining 75% vesting in a series of five equal annual installments over the five-year period measured from the grant date. The Predecessor Restricted Stock vested in five equal annual installments at the end of each year, over the five-year period from the grant date. Award holders had a ten-year period to exercise the options before they expire. Notwithstanding achievement of the service-based condition, the options and the Predecessor Restricted Stock did not vest or become exercisable until a qualifying transaction was consummated prior to the expiration date. A qualifying transaction consisted of either a change in control event or an underwritten initial public offering by the Company of its equity securities on a U.S. or foreign exchange, which occurred upon Waldencast’s acquisition of Obagi.

Stock option activity for the period from January 1 to July 27, 2022 (Predecessor Period) was as follows:


	Number of Common Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate intrinsic Value (in thousands)
Outstanding as of January 1, 2022 (Predecessor)	800,000	$	41.10	9.1	$	16,456
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited	25,200	$	41.10	8.6	$	639
Vested	—	—		—	—
Outstanding as of July 27, 2022 (Predecessor)	774,800	$	41.10	8.5	$	19,659

Stock option activity for the year ended December 31, 2021 (Predecessor Period) was as follows:


	Number of Common Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate intrinsic Value (in thousands)
Outstanding as of January 1, 2021 (Predecessor)	—	$	—	—	$	—
Granted	800,000	41.10		9.1	16,456
Exercised	—	—		—	—
Forfeited	—	—		—	—
Vested	—	—		—	—
Outstanding as of December 31, 2021 (Predecessor)	800,000	$	41.10	9.1	$	16,456

The weighted average fair value per share of the awards granted during from January 1 to July 27, 2022 (Predecessor Period) was $15.55 for stock options and $38.90 for Predecessor Restricted Stock. The weighted average fair value per share of the awards granted during the year ended December 31, 2021 (Predecessor Period) was $15.55 for stock options and $38.68 for Predecessor Restricted Stock. The unrecognized compensation cost as of December 31, 2021 (Predecessor Period) for stock options and Predecessor Restricted Stock was $9.4 million and $12.4 million, respectively. Prior to Waldencast’s acquisition of Obagi, the Company did not expect the occurrence of a qualifying transaction event to be “probable”, and therefore no expense had been recorded.

The fair value of stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions:


	Period from January 1 to July 27, 2022	Year ended December 31, 2021
	Predecessor
Risk-free interest rate (1)	—	0.68		%
Expected term (years) (2)	—	6.2
Expected stock price volatility (3)	—	43.00		%
Dividend yield (4)	—	N/A
Common stock per share value	—	$	38.68

(1)The risk-free rate is based on U.S. Treasury securities with maturities equivalent to the expected term.

(3)The expected price volatility is based on the average of the historical volatility of comparable public companies over a period consistent with the expected term.

(4)The Predecessor historically made distributions to its shareholder but the Company does not plan to declare dividends in the foreseeable future and therefore assumed a dividend yield of zero.

Predecessor Restricted Stock activity for the period from January 1 to July 27, 2022 (Predecessor Period) was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of January 1, 2022 (Predecessor)	243,307	$	38.68
Granted	1,754	68.19
Exercised	—	—
Forfeited	10,219	38.68
Vested	—	—
Outstanding as of July 27, 2022 (Predecessor)	234,842	$	38.90

The Company’s Restricted Stock activity for the year ended December 31, 2021 (Predecessor Period) was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of January 1, 2021 (Predecessor)	—	$	—
Granted	243,307	38.68
Exercised	—	—
Forfeited	—	—
Vested	—	—
Outstanding as of December 31, 2021 (Predecessor)	243,307	$	38.68

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Net revenue (including related party net revenue of $17,219 in the Successor period)	$ 92,373	$ 73,760	$ 142,472	$ 94,428
Cost of goods sold (including related party costs of $5,128 in the Successor period)	60,657	30,868	55,037	29,096
Gross profit	31,716	42,892	87,435	65,332
Selling, general and administrative	88,926	55,549	82,968	60,421
Research and development	1,796	2,606	6,092	4,383
Loss on impairment of goodwill	68,715	0	0	0
Total operating expenses	159,437	58,155	89,060	64,804
Operating (loss) income	(127,721)	(15,263)	(1,625)	528
Interest expense, net	6,230	6,652	11,118	6,281
Change in fair value of derivative warrant liabilities (Note 10)	(6,793)	0	0	0
Loss on extinguishment of debt (Note 8)	0	0	2,317	0
Gain on PPP Loan forgiveness (Note 8)	0	0	(6,824)	0
Loss on write-off of loan receivable	0	0	2,555	0
Other (income) expense, net	(798)	(971)	(817)	11
Total other (income) expenses, net	(1,361)	5,681	8,349	6,292
Income (loss) before income taxes	(126,360)	(20,944)	(9,974)	(5,764)
Income tax (benefit) expense	(5,803)	113	9,602	(3,394)
Net loss	(120,557)	(21,057)	(19,576)	(2,370)
Net loss attributable to noncontrolling interests	(24,990)	0	0	0
Net loss attributable to Class A shareholders	$ (95,567)	$ (21,057)	$ (19,576)	$ (2,370)
Net loss per share attributable to Class A shareholders (Note 15):
Basic (in dollars per share)	$ (1.11)	$ (2.63)	$ (2.45)	$ (0.30)
Diluted (in dollars per share)	$ (1.11)	$ (2.63)	$ (2.45)	$ (0.30)
Shares used in computing net loss per share (Note 15):
Basic (in shares)	86,460,560	8,000,002	8,000,002	8,000,002
Diluted (in shares)	86,460,560	8,000,002	8,000,002	8,000,002
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	$ (36)	$ 96	$ (32)	$ 16
Comprehensive loss	(120,593)	(20,961)	(19,608)	(2,354)
Comprehensive loss attributable to noncontrolling interests	(24,997)	0	0	0
Comprehensive loss attributable to Class A shareholders	$ (95,596)	$ (20,961)	$ (19,608)	$ (2,354)

SHAREHOLDERS’ EQUITY (Details) $ / shares in Units, $ in Millions	1 Months Ended	5 Months Ended	7 Months Ended	12 Months Ended
	Nov. 30, 2020 shares	Dec. 31, 2022 $ / shares shares	Jul. 27, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Jul. 28, 2022 shares	Oct. 31, 2020 shares
Class of Stock [Line Items]
Common shares authorized (in shares)	25,000,000			25,000,000			50,000
Preferred shares authorized (in shares)		25,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.50
Preferred shares, par value (in dollars per share) \| $ / shares		$ 0.0001
Common shares issued (in shares)	4,000,000			8,000,002
Common shares outstanding (in shares)				8,000,002
Preferred shares issued (in shares)		0
Preferred shares outstanding (in shares)		0
Common stock, voting rights				one
Stock conversion ratio (in shares)		1
Stock split conversion ratio	2
Dividends paid \| $			$ 0.0	$ 2.0	$ 2.0
Dividends paid (in dollars per share) \| $ / shares				$ 0.25	$ 0.26
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares authorized (in shares)		1,000,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001
Common shares issued (in shares)		86,460,560
Common shares outstanding (in shares)		86,460,560
Common stock, voting rights		one
Stock conversion ratio (in shares)						1
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares authorized (in shares)		100,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001
Common shares issued (in shares)		21,104,225
Common shares outstanding (in shares)		21,104,225
Common stock, voting rights		one

BUSINESS COMBINATIONS - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jul. 28, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Liabilities assumed:
Goodwill		$ 334,620	$ 44,489	$ 44,489
Obagi and Milk Business Combinations
Total Purchase Price:
Cash consideration	$ 467,027
Equity consideration	477,911
Cash repayment of debt	140,047
Total purchase consideration	1,107,085
Fair value of assets acquired:
Cash and cash equivalents	17,942
Restricted cash	1,469
Account receivable, net	19,080
Related party receivable	526
Inventories	61,971
Prepaid expenses	4,827
Other current assets	359
Property and equipment	9,681
Intangible assets	662,800
Right-of-use assets	13,043
Other assets	227
Total identifiable assets acquired	791,925
Liabilities assumed:
Accounts payable and accrued expenses	25,141
Other current liabilities	18,395
Lease liabilities	16,566
Deferred income tax liabilities	28,073
Total liabilities assumed:	88,175
Net assets acquired	703,750
Purchase consideration	1,107,085
Goodwill	403,335
Obagi and Milk Business Combinations \| Related Party
Total Purchase Price:
Related party liability	22,100
Obagi
Liabilities assumed:
Goodwill		199,548	44,489	44,489
Obagi \| Obagi and Milk Business Combinations
Total Purchase Price:
Cash consideration	345,398
Equity consideration	277,824
Cash repayment of debt	136,112
Total purchase consideration	781,434
Fair value of assets acquired:
Cash and cash equivalents	15,850
Restricted cash	650
Account receivable, net	15,214
Related party receivable	327
Inventories	31,026
Prepaid expenses	4,307
Other current assets	359
Property and equipment	1,245
Intangible assets	505,300
Right-of-use assets	4,811
Other assets	227
Total identifiable assets acquired	579,316
Liabilities assumed:
Accounts payable and accrued expenses	18,699
Other current liabilities	12,912
Lease liabilities	6,461
Deferred income tax liabilities	28,073
Total liabilities assumed:	66,145
Net assets acquired	513,171
Purchase consideration	781,434
Goodwill	268,263
Obagi \| Obagi and Milk Business Combinations \| Related Party
Total Purchase Price:
Related party liability	22,100
Milk
Liabilities assumed:
Goodwill		$ 135,072	$ 0	$ 0
Milk \| Obagi and Milk Business Combinations
Total Purchase Price:
Cash consideration	121,629
Equity consideration	200,087
Cash repayment of debt	3,935
Total purchase consideration	325,651
Fair value of assets acquired:
Cash and cash equivalents	2,092
Restricted cash	819
Account receivable, net	3,866
Related party receivable	199
Inventories	30,945
Prepaid expenses	520
Other current assets	0
Property and equipment	8,436
Intangible assets	157,500
Right-of-use assets	8,232
Other assets	0
Total identifiable assets acquired	212,609
Liabilities assumed:
Accounts payable and accrued expenses	6,442
Other current liabilities	5,483
Lease liabilities	10,105
Deferred income tax liabilities	0
Total liabilities assumed:	22,030
Net assets acquired	190,579
Purchase consideration	325,651
Goodwill	135,072
Milk \| Obagi and Milk Business Combinations \| Related Party
Total Purchase Price:
Related party liability	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Waldencast has prepared the accompanying 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 consolidated financial statements by a black line, which appears between the columns entitled Successor and Predecessor in the financial statements and in the relevant accompanying notes. 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.

Principles of Consolidation

Principles of Consolidation—The accompanying consolidated financial statements include the accounts of Waldencast and its consolidated subsidiaries. The Company consolidates entities in which the Company has a majority voting interest. The Company eliminates intercompany transactions and accounts in consolidation. The Company separately presents within equity on the consolidated balance sheets the ownership interests attributable to parties with noncontrolling interests in the Company's consolidated subsidiaries, and separately presents net income attributable to such parties on the consolidated statements of operations and comprehensive loss.

Use of Estimates

Use of Estimates—The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, revenue recognition, fair value of assets acquired and liabilities assumed in business combinations, stock-based compensation, and valuation allowance for deferred tax assets. The Company bases its estimates on historical experience and assumptions that it believes are reasonable at the time. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive loss.

Concentrations of Credit Risk

Concentrations of Credit Risk—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located primarily in the U.S. and considers such risk to be minimal. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit.

The Company’s accounts receivable primarily represent amounts due from distributors, and third-party logistics companies, directly and indirectly from major retailers, and from group purchasing organizations located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions, requiring customer advance payments in certain circumstances. The Company generally does not require collateral.

As of December 31, 2022 (Successor Period), two U.S. customers accounted for 50% and 19% of accounts receivable, respectively. As of December 31, 2021 (Predecessor Period), three U.S. customers accounted for 41%, 14%, and 10% of accounts receivable, respectively.

During the period from July 28, 2022 to December 31, 2022 (Successor Period), one vendor exceeded 10% of inventory purchases. During the period from January 1, 2022 to July 27, 2022 (Predecessor Period), three vendors exceeded 10% of inventory purchases. During the period from July 28, 2022 to December 31, 2022 (Successor Period), the Company purchased approximately 27% of inventory from one vendor. During the period from January 1, 2022 to July 27, 2022 (Predecessor Period), the Company purchased approximately 23%, 12%, and 12% of inventory, respectively, from three vendors. During the year ended December 31, 2021 (Predecessor Period), two vendors exceeded 10% of inventory purchases. In 2021 (Predecessor Period), the Company purchased approximately 45% and 11% of inventory, respectively, from two vendors.

As of December 31, 2022 (Successor Period), two vendors accounted for 15% and 12%, respectively, of accounts payable. As of December 31, 2021 (Predecessor Period), one vendor accounted for 24% of accounts payable.

Cash and Cash Equivalents

Cash and Cash Equivalents—The Company considers highly liquid investments with an initial maturity of three months or less to be cash and cash equivalents.

Restricted Cash

Restricted Cash—The Company’s restricted cash represents funds that were not accessible for general purpose cash needs due to contractual limitations. As of December 31, 2022 (Successor Period), the Company’s cash, cash

equivalents, and restricted cash balance of $10.2 million shown on the consolidated statements of cash flows consisted of $1.5 million of restricted cash and $8.7 million of cash and cash equivalents. The restricted cash balance represented cash in a savings account held by a major bank located in the U.S. and provides collateral for corporate credit cards obtained by the Predecessor for its employees. The Company is required to hold the restricted cash in the bank’s savings account. Following the acquisition of Milk, the Company had an additional $0.8 million in restricted cash held with a financial institution as collateral for a lease deposit. The deposit is refundable at the end of the lease in November 2030, provided that Milk does not default on its lease payments.

As of December 31, 2021 (Predecessor Period) the Company’s cash, cash equivalents, and restricted cash balance of $13.4 million as shown on the consolidated statements of cash flows consisted of $0.6 million restricted cash and $12.8 million in cash and cash equivalents.

Inventories

Inventories—The Company’s products are produced by third-party contract manufacturers (“CMOs). Inventories consist of finished goods, work-in-process products and promotional products, valued at the lower of cost or net realizable value using the standard cost method, which approximates actual costs determined on a first-in, first-out (“FIFO”) basis. In order to track inventory quantities, the Company uses a perpetual inventory system. Promotional product is charged to cost of goods sold at the time the product is shipped to the Company’s customer.

The Company has in-transit inventory at any given period. Assessment of in-transit inventory is required to determine inventory balances accurately at period-end. Inventory is recognized when the Company holds title and bears substantially all of the risks and rewards of ownership. In many transactions, the transfer of title and the risks and rewards of ownership are dictated by contractually specified shipping terms, which may take the form of free-on-board (“FOB”) shipping point or FOB destination point.

If historical costs exceed the net realizable value at the balance sheet date, the Company adjusts the inventory to net realizable value (i.e., if impairment is identified, the Company records write-downs of inventories to cost of goods sold in the period in which it occurs). The Company evaluates the carrying value of inventories on a regular basis and determines the need to write down carrying values by considering historical and anticipated future sales compared with quantities on hand, the price the Company expects to obtain for products in their respective markets compared with historical cost, and the remaining shelf life of goods on hand.

Obsolete, Scrap and Expired Inventory

The inventory provision is set up for inventory that is expected to become obsolete or have a decreased value due to market trends or product upgrades. It accounts for losses that may occur when the inventory cannot be sold at its full cost. The Company regularly monitors any inventory that is not expected to be sold prior to the expiration date and historically slow-moving inventory based on the remaining shelf life and incorporates these considerations into its reserve analysis. Additionally, each period, Management will evaluate whether any additional write downs are required in addition to the calculated reserve amount (generally, by stock keeping unit (“SKU”) and/or lot). Specific reserves may relate to known matters, such as quality concerns or a discontinued product.

Sales Returns

Historically, the Company has not experienced a material amount of product returns.

Certain arrangements may give the Company’s customers the right to return products. In addition, when customer arrangements do not give the Company’s customer the explicit right to return products, the Company may accept returns on a discretionary basis. The Company records a return asset for products returned by customers measured at the former carrying amount of the inventory, less any expected costs to recover the goods and potential decreases in value. If the returned inventory is not considered re-sellable, it will be written off to cost of goods sold. When customers have the right to receive a refund for defective or damaged products (as opposed to a replacement product), the right is accounted for as a right of return under ASC 606. When customers have the right to receive a replacement product for defective or damaged products, the right is accounted for as a warranty under ASC 460-10, Guarantees and the Company accrues for replacement costs.

Derivatives

Derivatives —The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using

derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the consolidated financial statements.

The Company uses interest rate collars to mitigate interest risk associated with its variable rate credit agreements. See “Note 10. Financial Instruments” for further discussion of the interest rate collar.

Terms of debt instruments are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract and recorded on the consolidated balance sheets at fair value under ASC 815. An evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.

Warrant Liabilities

The Company accounts for Public Warrants and Private Placement Warrants (each as defined below) as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. Specifically, the Public and Private Placement Warrants meet the definition of a derivative but do not qualify for an exception from derivative accounting since the warrants are not indexed to the Company’s stock and, therefore, are precluded from equity classification. Since the Public and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company measures the warrants at fair value at inception and at each reporting date, with changes in fair value recognized in change in fair value of derivative warrant liabilities in the consolidated statements of operations and comprehensive loss in the period of change. See “Note 10. Financial Instruments” for further discussion of the warrants, including the FPA Warrants (as defined below).

Fair Value Measurement

Fair Value Measurement—The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The fair values of the interest rate collar and warrant liabilities were estimated using inputs based on management’s judgment and conditions that existed at each reporting date. See “Note 1 1. Fair Value Measurements” for further details.

The fair values of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and all other current liabilities approximate their carrying values because of the short maturities of these instruments. Additionally, the carrying amount of debt approximates fair value due to the adjusting interest rates of the Company’s term loan, which approximate current market rates.

Capitalized Software and Website Development Costs

Capitalized Software and Website Development Costs— The Company capitalizes costs related to (i) internal-use software (ii) cloud computing arrangement (“CCA”) implementation costs, and (iii) other software-related costs (e.g., website development costs).

For internal-use software, both internal and external costs incurred during the preliminary project stage are expensed as incurred, and qualifying costs incurred during the application development state are capitalized. Capitalization ceases no later than the point at which a software project is substantially completed and ready for its intended use.

For CCAs, or hosting arrangements, the Company evaluates if the CCA includes a software license that will be accounted for in addition to a hosting service. The cost of the arrangement (i.e., license or service cost) of a CCA that includes a software license will be capitalized as an acquisition of an asset (similar to internal-use software) and amortized over its useful economic life, whereas the costs of a service contract are expensed as incurred.

Costs related to website development are expensed as incurred during the planning stage, content development stage, and operating stage. The Company generally capitalizes costs incurred for activities during the website application and infrastructure development stage, and graphics development stage. Costs incurred for website hosting services from a third-party vendor are expensed over the period the services are received.

Internal-use software costs and website development costs are amortized on a straight-line basis over their estimated useful lives, which is generally three years or less. Management evaluates the useful lives of these assets and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Prepaid Expenses

Prepaid Expenses— At initial recognition, the Company measures prepaid assets based on cost (i.e., amount paid). In the accounting period or periods in which a good or service is used or received, the asset will be reduced by a proportionate amount and an associated asset (e.g., inventory) or expense (e.g., marketing) will be recorded.

Prepaid Inventory

Prepayments are required to begin production of inventory at certain of the Company’s CMOs and inventory suppliers. Vendors are tracked to determine prepayments that have been made and when the associated inventory is expected to be delivered to the Company (i.e., when the Company takes ownership of the inventory). Prepaid inventory is triggered by invoices received from CMOs (i.e., the vendor). When the Company submits purchase orders, the CMOs may request a prepayment amount (deposit) based on agreed-upon percentage in the vendor contracts to start the production process.

Prepaid Marketing and Advertising

The Company generally expenses the costs of advertising and marketing as costs are incurred, except for costs associated with producing advertising. While production costs (i.e., costs to develop promotions for a specific campaign associated with an identified new brand or new product) are incurred during the process of production, the Company has elected to expense certain costs when the associated advertising takes place. In the event that the advertising is not expected to occur (e.g., decision has been made to not launch a promotion) or a 12-month period elapses without the associated advertising occurring, the associated production costs will be expensed.

Property and Equipment, Net

Property and Equipment, Net— Property and equipment are stated at cost, net of accumulated depreciation. In the case of a business combination, acquired property and equipment are recognized at their fair value as of the date of acquisition. Following initial recognition, property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of respective assets. No depreciation is charged to construction in progress. The estimated useful lives of the Company’s assets are as follows:


			ESTIMATED USEFUL LIVES
Computer hardware and software			3 years
Furniture and fixtures			3 - 5 years
Machinery and equipment			3 - 5 years
Gondolas			3 years
Leasehold improvements			Lesser of useful life or term of lease

Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statements of operations and comprehensive loss.

Intangible Assets, Net

Intangible Assets, Net—Intangible assets consist primarily of trademarks and trade names, a supply agreement, customer relationships, formulations, and developed technology. Intangible assets acquired in a business combination are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets—Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, for each asset group held for use with indicators of impairment, the Company compares the expected future cash flows generated by the asset group, which represents the lowest level at which cash flows are identifiable, with its associated net carrying value. If the net carrying value of the asset group exceeds expected undiscounted cash flows, the excess of the net book value over estimated fair value is charged to impairment loss.

Business Combinations

Business Combinations — When the Company acquires a business, the total purchase consideration provided is allocated to the identifiable assets and liabilities of the acquired business at their estimated respective fair values. Any excess consideration of the fair value of purchase consideration over the fair values of assets acquired and liabilities assumed is recognized as goodwill.

Significant management judgments and assumptions are required in determining the fair value of assets acquired and liabilities assumed. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows, useful lives and discount rates. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received, which may not exceed one year from the acquisition date. The Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. If outside of the measurement period, any subsequent adjustments are recorded in the Company’s consolidated statements of operations and comprehensive loss.

Goodwill

Goodwill—Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill for impairment annually on October 1st and at an interim date if events or changes in circumstances indicate the occurrence of a triggering event. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions.

Deferred Issuance Costs

Deferred Issuance Costs—The Company capitalizes costs related to the issuance of debt instruments, as applicable. Such costs are initially recorded as a direct deduction from the applicable debt instrument and amortized over the contractual term of the related debt instrument in interest expense, net using the straight-line method, which approximates the effective interest method, in the consolidated statements of operations and comprehensive loss.

Accounts Receivable, Net

Accounts Receivable, Net—Trade accounts receivable are stated at net realizable value. Receivables are unsecured and represent amounts billed to and currently due from customers that have yet to be collected. Payment terms are generally short-term in nature and are less than one year. In certain circumstances, the Company offers extended payment terms to customers. When the period between the transfer of control of the products and payment is greater than one year, the Company adjusts the promised amount of consideration for the effects of a significant financing component.

The Company maintains an allowance for doubtful accounts, which represents allowances for customer trade accounts receivable that are both probable and estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their net realizable value. The Company records these allowances based on estimates related to the following factors: (i) customer-specific allowances, based upon past collection history, historical trends, and identification of specific customer risk and (ii) formula-based general allowances using an aging schedule. Determining such allowances involves the use of significant estimates and assumptions. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or to the customer’s account, if unspecified, until an invoice can be determined by the customer. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable.

Revenue Recognition

Revenue Recognition—The Company recognizes revenue when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to for those goods or services. In that determination, under ASC 606 the Company follows a five-step model that includes: (1) determination of whether a contract or an agreement between two or more parties that creates legally enforceable

rights and obligations exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) performance obligations are satisfied. Net revenue excludes taxes collected by us on behalf of governmental authorities.

Product Sales

The Company’s revenue is primarily generated from product sales to distributors, retailers, physicians and directly to consumers (“DTC”) via its e-commerce platforms. Distributors may resell products to retailers, physicians, or end consumers. To determine when to recognize revenue under ASC 606 in cases where products are sold to distributors, the Company analyzes various factors including its ability to direct products physically held by the distributors, when title and risk of loss transfers, and who ultimately manages the relationship with the end consumer. The Company does not recognize revenue until control of the products is transferred to the distributor.

At contract inception, and when facts and circumstances change, the Company assesses whether it is probable that the Company will collect substantially all of the consideration it will be entitled to from a customer. If the Company determines that it is not probable that the Company will collect substantially all of the consideration from the customer, the Company recognizes revenue only when one or more of the following events occur: (i) the Company has no remaining obligations to transfer goods or services to the customer, and all, or substantially all, of the consideration promised by the customer has been received by the Company and is nonrefundable, (ii) the contract has been terminated, and the consideration received from the customer is nonrefundable, or (iii) the Company has transferred control of the goods or services to which the consideration that has been received relates, the Company has stopped transferring goods or services to the customer (if applicable) and has no obligation under the contract to transfer additional goods or services, and the consideration received from the customer is nonrefundable.

The Company has determined that each of its products is distinct and represents a separate performance obligation. The transaction price is equal to the consideration the Company is entitled to – which could be either a distributor, retailer, physician, or e-commerce end consumer. When measuring revenue and determining the consideration the Company is entitled to as part of a contract with a customer, the Company takes into account the related elements of variable consideration. Product sales revenue is recognized net of provisions for estimated volume rebates and discounts, markdowns, margin adjustments, early-payment discounts and returns. The Company estimates variable consideration using the expected value method and adjusts the transaction price when control of the related product is transferred to the customer.

The Company’s distributors charge fees for certain services rendered by the distributors, including packing and shipping, marketing and advertising the Company’s products, monitoring product reviews, regulatory services, providing customer service, and generating data and analytical reports on product sales. Distributor fees for services are recognized as a reduction to revenue because the services provided are typically not distinct from the distributors’ purchase of products.

Typically, customers are required to pay either in advance or between 30 and 90 days from delivery or invoicing. However, in certain circumstances, the Company offers extended payment terms to customers. When the period between the transfer of control of the products and payment is greater than one year, the Company adjusts the promised amount of consideration for the effects of a significant financing component. When contracts contain a significant financing component in which the Company is effectively financing the customer, a portion of the transaction price is recognized as other income.

The Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised product separately to a customer. The Company typically has an observable standalone selling price for each of its products.

The Company has different contracted shipping terms with different customers that dictate the timing of payment, passage of legal title, transfer of physical possession, and assumption of the risks and rewards occur. For distributors, other than the Physician Channel Provider, and retailers, depending on the contract, the Company considers transfer of control to have occurred either once the delivery of the product has occurred or once the product has been picked up from the Company’s designated warehouse/distribution center by the customer’s shipping agent, unless the Company is responsible for shipping the goods, in which case transfer of control passes upon delivery to the customer. For DTC

sales and sales to physicians through the Physician Channel Provider, control transfers upon shipment to the end consumer or physician.

Shipping and Handling

The Company accounts for shipping and handling activities as fulfillment activities instead of as performance obligations and recognizes these costs as SG&A expenses. Costs related to shipping and handling for the period from July 28 to December 31, 2022 (Successor Period), and the period from January 1 to July 27, 2022 (Predecessor Period), and the years ended December 31, 2021 and 2020 (Predecessor Periods) were $2.0 million, $0.6 million, $1.0 million, and $0.2 million, respectively. Amounts billed to customers for shipping and handling are included in revenue.

Promotional Products

In situations where promotional products, such as samples and testers, are provided by the Company to its customers at the same time as a related saleable product, the cost of these promotional products are recognized as cost of sales at the same time as the revenue for the related product is recognized.

Royalties

The Company generates royalty revenue from products sold under the Obagi brand name in Japan and Hong Kong through license agreements with local operators. Under these agreements, the Company provides the local operators with a license of intellectual property and receives a royalty based upon a percentage of net sales of Obagi-branded products sold in Japan and Hong Kong. Because the license is the predominant item to which the sales-based royalty relates, the Company recognizes revenue for the sales-based royalty when the local operators make sales of the products.

Costs to Obtain a Contract with a Customer

The Company recognizes the incremental costs of obtaining a customer contract as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. The incremental costs to obtain contracts primarily relate to sales commission and sales-based bonuses. Total capitalizable costs to obtain a contract were immaterial during the periods presented.

Other

The Company’s contracts do not typically give rise to material contract assets or contract liabilities because (i) payment is typically closely aligned with the timing of the Company’s performance or (ii) the Company performs prior to customer payment, and the Company has an unconditional right to payment that represents an account receivable. Similarly, the Company does not recognize material revenue in reporting periods from performance obligations satisfied in previous periods. The Company applies the exemption in ASC 606-10-50-14(a) related to disclosure of the amount of transaction price allocated to unsatisfied performance obligations for royalty contracts. Because of the short-term nature of product sales contracts, the Company typically does not have other material amounts to disclose related to the transaction price allocated to unsatisfied performance obligations.

Cost of Goods Sold

Cost of Goods Sold—Cost of goods sold consists of inventory and promotional product costs, including when inventory and promotional products are sold or written down, and product-related intangible asset amortization and depreciation expense.

Research and Development

Research and Development—R&D costs are expensed as incurred. Costs associated with research and development activities may include materials, equity and facility costs, personnel costs, contracted services (i.e., the costs of services performed by third parties in connection with the Company’s R&D activities), and direct costs (e.g., appropriate allocations for general and administrative costs). Substantially all R&D expenses are related to new product development and design improvements or increased functionality in current products.

The Company may capitalize acquired assets associated with R&D activities (e.g., materials, equipment) if both of the following criteria are met: (i) the Company reasonably expects that the acquired assets will be used in an alternative manner and anticipates an economic benefit from the alternative future use and (ii) the use of the acquired asset is not

contingent on the further development of the asset after acquisition date (i.e., the asset can be used in an alternative manner in the condition in which it existed at the acquisition date).

Advertising

Advertising—Advertising costs are expensed in the period in which they are incurred.

Stock-Based Compensation

Stock-Based Compensation—The Company measures the cost of share-based awards granted to eligible employees, directors, and consultants based on the grant-date fair value of the awards.

Replacement Options

On the Closing Date, in connection with the Business Combination, the Company assumed Obagi and Milk’s legacy incentive award plans and outstanding unvested options granted under those plans (“Replacement Options”). Because the options were deemed in the money on the replacement date, a Hull-White lattice pricing model was used to estimate their fair value to capture the optimal timing of exercise. This pricing model requires the use of assumptions including the volatility of the underlying stock, the fair value of the stock, dividend yield, risk-free rate, and exercise multiple.

Founder Awards

The Company estimates the fair value and derived service period of the stock options issued to founders (“Founder Awards”) in August 2022 based on the Monte Carlo simulation, as they were deemed out of the money on the grant date. The Monte Carlo simulation model requires the use of assumptions including the option’s expected term, the volatility of the underlying stock, dividend yield rate, risk-free rate, and expected exercise behavior. For expected exercise behavior, the Company assumes that the options are exercised after 50% of the period between the later of the vest date and exercise price achievement date and the end of the contractual term.

Restricted Stock

The fair value of restricted stock is equal to the price of the Company’s ordinary shares on the grant date.

The Company has elected to recognize the effect of forfeitures in the period in which they occur. Share-based awards are classified as equity, unless the underlying shares are classified as liabilities or the Company is required to settle the awards by transferring cash or other assets.

The Company recognizes compensation expense for awards with service or performance conditions using the straight-line method over the requisite service period, which is generally the award’s vesting period. Compensation expense for employee stock-based awards whose vesting is subject to the fulfillment of both a service condition and the occurrence of a performance condition is recognized on a graded-vesting basis at the time the achievement of the performance condition becomes probable.

Income Taxes

Income Taxes—The Company accounts for income taxes using the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid.

The provision for income taxes represents income taxes paid or payable for the current period plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether a valuation allowance is required often requires significant judgment including the long-range forecasting of future taxable income and the evaluation of planning initiatives. Adjustments to the deferred tax valuation allowances are made to earnings in the period when such assessments are made. A valuation allowance of $7.9 million was recorded as of December 31, 2022 (Successor Period), a valuation allowance of $14.1 million was recorded as of December 31, 2021 (Predecessor Period), and no valuation allowance was recorded as of December 31, 2020 (Predecessor Period).

The Company accounts for a tax benefit from an uncertain position in the consolidated financial statements only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. If the recognition threshold for the tax position is met, the Company records only the portion of the tax benefit that is greater than 50% likely to be realized. As of December 31, 2022 (Successor Period), 2021 (Predecessor Period), and 2020 (Predecessor Period), the Company had no uncertain positions in the consolidated financial statements.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

Net Income (Loss) Per Share

Net Income (Loss) Per Share—Basic net income (loss) per share attributable to shareholders of ordinary shares is computed by dividing the Company’s net income (loss) attributable to holders of ordinary shares by the weighted-average number of ordinary shares used in the income (loss) per share calculation during the period. Diluted net income (loss) per share attributable to holders of ordinary shares is computed by giving effect to all potentially dilutive securities. The net income (loss) per share that is not attributable to the Company is reflected in net income (loss) attributable to noncontrolling interests in the consolidated statements of operations and comprehensive loss.

Noncontrolling Interests

Noncontrolling Interests—Noncontrolling interests represent the portion of Waldencast Partners LP that the Company controls and consolidates but does not own. The Company recognizes each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. The Company allocates net income or loss to noncontrolling interests based on the weighted average ownership interest during the period. The net income (loss) that is not attributable to the Company is reflected in net income (loss) attributable to noncontrolling interests in the consolidated statements of operations and comprehensive loss. The Company does not recognize a gain or loss on transactions with a consolidated entity in which it does not own 100% of the equity, but the Company reflects the difference in cash received or paid from the noncontrolling interests carrying amount as additional paid-in-capital.

Segments

Segments—An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses and about which separate financial information is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources. Similar operating segments can be aggregated into a single operating segment if the businesses are similar. Management has determined that, following the Business Combination, the Successor has two operating and reportable segments: Obagi Skincare and Milk Makeup, reflecting the manner in which the CODM operates the Company. The Company’s CODM is its Chief Executive Officer. The Predecessor had one operating and reportable segment.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Standards, Not Yet Adopted

Recently Adopted Accounting Pronouncements

The Company adopted ASC 842, Leases (“ASC 842”) using the modified retrospective transition method on the date of the Business Combination. The Predecessor planned to adopt ASC 842 during the annual period ended December 31, 2022. Waldencast had no capital or operating lease obligations prior to the Business Combination. The Company elected the package of practical expedients available upon transition to ASC 842 that allow (i) historical lease classification of existing leases, (ii) no reassessment of any expired or existing contracts containing leases, and (iii) no reassessment of initial direct costs for any existing leases.

The adoption of the new standard impacted the Company’s accounting for operating leases. Upon adoption, the Company established an operating right-of-use asset of $13.0 million and a corresponding operating lease liability of $16.6 million. The Company does not have any finance leases. See “Note 9. Leases” for further detail.

Prior to the adoption of ASC 842, the Company recognized rent expense for operating leases on a straight‑line basis (including the effect of reduced or free rent and rent escalations) over the lease term. The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight‑line basis was recognized as an adjustment to deferred rent in the consolidated balance sheets.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt-Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging-Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which

simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting was effective for the Company in the annual period ended December 31, 2022. This ASU provides relief that, if elected, will require less accounting analysis and less accounting recognition for modifications related to reference rate reform. This update provides optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. The amendments in the update apply only to contracts, hedging relationships, and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. Waldencast adopted this ASU prospectively effective January 1, 2022, which did not have a material effect on its consolidated financial position, results of operations and cash flows.

Effective January 1, 2022, Waldencast adopted ASU No. 2019-12, Income Taxes—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Waldencast adopted this ASU prospectively, which did not have a material effect on its consolidated financial position, results of operations and cash flows.

Recently Issued Accounting Standards, Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-13, Financial Statements—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU adds an impairment model known as current expected credit loss that is based on expected losses rather than incurred losses. It recognizes an allowance as an estimate of expected credit losses, which may result in more timely recognition of such losses. In 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), which defers the effective date for entities in the “all other” category and public not-for-profit entities that have not yet issued their financial statements reflecting the adoption of credit losses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, and early adoption is permitted. This guidance is effective for the Company for the annual period beginning on January 1, 2023, and interim periods within the annual period beginning on January 1, 2023, with earlier adoption permitted. The adoption of this new standard will not have a material effect on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance requires an acquirer to, at the date of acquisition, recognize and measure the acquired contract assets and contract liabilities acquired in the same manner that they were recognized and measured in the acquiree’s financial statements before the acquisition. This guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements, but does not expect it to have a material impact.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. This guidance is effective for interim periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented in the financial statements. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements but does not expect it to have a material impact.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The amendments should be applied prospectively however, retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements.

COVER	12 Months Ended
COVER	Dec. 31, 2022 shares
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-40207
Entity Registrant Name	Waldencast plc
Entity Address, Address Line One	10 Bank Street
Entity Address, Address Line Two	Suite 560
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10606
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Central Index Key	0001840199
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Address, Country	US
Entity Incorporation, State or Country Code	Y9
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	WALD
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	86,460,560
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	WALDW
Security Exchange Name	NASDAQ
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	21,104,225
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	10 Bank Street
Entity Address, Address Line Two	Suite 560
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10606
Contact Personnel Name	Michel Brousset
City Area Code	917
Local Phone Number	546-6828

RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, $ in Thousands								1 Months Ended					5 Months Ended	7 Months Ended	12 Months Ended
	Jul. 28, 2022 USD ($) shares	Dec. 20, 2021 shares	Mar. 18, 2021 USD ($) $ / shares shares	Mar. 15, 2021 USD ($) tradingDay $ / shares	Mar. 01, 2021 USD ($) shares	Jan. 01, 2021	Jun. 30, 2020 USD ($) shares	Aug. 31, 2022 shares	Dec. 31, 2021 USD ($) shares	Oct. 31, 2021 USD ($)	Mar. 31, 2021 USD ($) shares	Jan. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Jul. 27, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Jul. 31, 2022 USD ($)	May 31, 2022 USD ($)	Aug. 31, 2021 USD ($)	Feb. 28, 2021 shares	Aug. 31, 2019
Related Party Transaction [Line Items]
Common shares outstanding (in shares) \| shares									8,000,002						8,000,002
Exercise price of warrants (in dollars per share) \| $ / shares													$ 11.50
Outstanding borrowings									$ 118,865				$ 179,324		$ 118,865
Accounts payable									12,680						12,680
Net revenue													92,373	$ 73,760	142,472	$ 94,428
Cost of goods sold													60,657	30,868	55,037	29,096
Accounts receivable									18,738						18,738
Milk
Related Party Transaction [Line Items]
Net revenue													31,283		142,472
Cost of goods sold													15,684
Licensed products
Related Party Transaction [Line Items]
Net revenue													90,385	70,729	136,759	88,524
Licensed products \| Milk
Related Party Transaction [Line Items]
Net revenue													$ 31,283		136,759
Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares) \| shares	1,000,000		5,933,333
Consideration received	$ 1,500
Private Placement Warrants
Related Party Transaction [Line Items]
Warrant exercise period													30 days
Class B Ordinary Shares
Related Party Transaction [Line Items]
Common shares outstanding (in shares) \| shares													21,104,225
Class A Ordinary Shares
Related Party Transaction [Line Items]
Common shares outstanding (in shares) \| shares													86,460,560
Related Party
Related Party Transaction [Line Items]
Performance fee allocation percentage											20.00%
Hurdle rate (percent)											5.00%
Hurdle rate accrual period					5 years
Accounts payable									0				$ 373		0
Indemnification agreement, advancement period	30 days
Accounts receivable									0				285		0
Related Party \| Milk
Related Party Transaction [Line Items]
Administrative expenses													100
Related Party \| Supply Commitment
Related Party Transaction [Line Items]
Net revenue													17,219
Cost of goods sold													$ 5,128
Related Party \| Licensed products
Related Party Transaction [Line Items]
Royalty percentage													5.50%
Related Party \| Cedarwalk
Related Party Transaction [Line Items]
Product registration payments							$ 4,100
Related Party \| Private Placement Warrants
Related Party Transaction [Line Items]
Issued (in shares) \| shares	5,933,333		5,933,333
Consideration received			$ 8,900
Purchase price per share (in dollars per share) \| $ / shares			$ 1.50
Stock conversion ratio	1		1
Exercise price of warrants (in dollars per share) \| $ / shares			$ 11.50
Warrant exercise period			30 days
Related Party \| Class B Ordinary Shares \| Milk Transaction
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								21,104,225
Related Party \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								121,120,063
Related Party \| Class A Ordinary Shares \| Forward Purchase Agreement
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								33,300,000
Related Party \| Class A Ordinary Shares \| Private Placement
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								11,800,000
Related Party \| Class A Ordinary Shares \| Obagi Merger
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								28,237,506
Related Party \| Class A Ordinary Shares \| Milk Transaction
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								21,104,225
Related Party \| Class A Ordinary Shares \| Private Placement Warrants
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								18,033,332
Sponsor \| Related Party
Related Party Transaction [Line Items]
Administrative expenses				$ 10										$ 65
Accounts payable													$ 400
Lock-up shares, earnout period				1 year
Lock-up shares, stock price trigger \| $ / shares				$ 12.00
Lock-up shares, threshold trading days \| tradingDay				20
Lock-up shares, threshold consecutive trading days \| tradingDay				30
Lock-up shares, threshold period before commencement of consecutive trading days				150 days
Sponsor \| Related Party \| January Note \| Notes Payable, Other Payables
Related Party Transaction [Line Items]
Aggregate principal amount												$ 300
Outstanding borrowings			$ 0
Sponsor \| Related Party \| Convertible Working Capital Note \| Notes Payable, Other Payables
Related Party Transaction [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares														$ 1.50
Aggregate principal amount													0						$ 1,500
Promissory note										$ 1,500
Outstanding borrowings														$ 1,500
Number of warrants (in shares) \| shares														1,000,000
Sponsor \| Related Party \| Non-Convertible Working Capital Notes \| Notes Payable, Other Payables
Related Party Transaction [Line Items]
Aggregate principal amount													0				$ 450	$ 600
Outstanding borrowings														$ 1,050
Sponsor \| Related Party \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares) \| shares												7,187,500
Consideration received												$ 25
Purchase price per share (in dollars per share) \| $ / shares												$ 0.003
Common shares outstanding (in shares) \| shares											8,545,000									7,107,500
Ownership percentage											20.00%
Sponsor \| Related Party \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								8,545,000
Investor Directors \| Related Party \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Common shares outstanding (in shares) \| shares																				20,000
Investor Directors \| Related Party \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								80,000
Sponsor and Investor Directors \| Related Party \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Common shares outstanding (in shares) \| shares	8,625,000
Stock conversion ratio	1
Burwell and Zeno \| Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares) \| shares		5,333,333
Burwell and Zeno \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares) \| shares		16,000,000
Burwell and Zeno \| Related Party
Related Party Transaction [Line Items]
Consideration received									$ 160,000
Burwell and Zeno \| Related Party \| Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares) \| shares									5,333,333
Burwell and Zeno \| Related Party \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares) \| shares									16,000,000
Beauty Ventures LLC
Related Party Transaction [Line Items]
Consideration received					$ 173,000
Beauty Ventures LLC \| Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares) \| shares					5,766,666
Beauty Ventures LLC \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares) \| shares					17,300,000
Beauty Ventures LLC \| Related Party
Related Party Transaction [Line Items]
Consideration received											$ 173,000
Beauty Ventures LLC \| Related Party \| Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares) \| shares											5,766,666
Beauty Ventures LLC \| Related Party \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares) \| shares											17,300,000
Aaron Chatterley \| Related Party \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Stock registered (in shares) \| shares								20,000
Cedarwalk \| Related Party \| Class A Ordinary Shares \| Waldencast plc \| Obagi China Business
Related Party Transaction [Line Items]
Ownership interest in fully diluted Class A ordinary shares (percent)	24.50%
Cedarwalk \| Related Party \| Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares) \| shares							8,000,000
Obagi China Business \| Related Party
Related Party Transaction [Line Items]
Accounts receivable													$ 300
Transition services, initial term													12 months
Transition services, optional extension term													12 months
Obagi China Business \| Related Party \| Supply Commitment
Related Party Transaction [Line Items]
Net revenue													$ 17,000
Cost of goods sold													5,100
Obagi China Business \| Related Party \| Licensed products
Related Party Transaction [Line Items]
Net revenue													200
Obagi Cosmeceuticals
Related Party Transaction [Line Items]
Services agreement, renewal term						1 year
Obagi Cosmeceuticals \| Related Party
Related Party Transaction [Line Items]
Service fee percentage						5.00%
Total service fees paid													1,100	3,500	4,600	900
Obagi Shanghai \| Related Party
Related Party Transaction [Line Items]
Service fee percentage																					5.00%
Total service fees paid													$ 0	$ 2,100	$ 2,600	$ 600

GOODWILL - Narrative (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
GOODWILL - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Impairment loss	$ 68,715	$ 0	$ 68,715	$ 0	$ 0
Obagi Skincare
Goodwill [Line Items]
Impairment loss	$ 68,700		$ 68,715

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 24
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-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
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-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

NET LOSS PER SHARE - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities	52,787,856	1,009,642	1,043,307	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities	29,533,282	0	0	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities	20,452,155	774,800	800,000	0
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities	2,802,419	234,842	243,307	0

REVENUE (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue by Sales Channel

Total revenue by sales channel was as follows for the periods indicated:


	Period from July 28 to December 31, 2022
	Successor
(In thousands)	Obagi Skincare		Milk Makeup		Total
Revenue by Sales Channel
Direct sales	$	30,276	$	30,192	$	60,468
Distributors	28,826		1,091		29,917
Net product sales	$	59,102	$	31,283	$	90,385
Royalties	1,988		—		1,988
Net revenue	$	61,090	$	31,283	$	92,373


	Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
			(As Restated)		(As Restated)
(In thousands)	Predecessor
Revenue by Sales Channel
Direct sales	$	39,649	$	68,181	$	54,343
Distributors	31,080		68,578		34,181
Net product sales	$	70,729	$	136,759	$	88,524
Royalties	3,031		5,713		5,904
Net revenue	$	73,760	$	142,472	$	94,428

Revenue by Geographic Region

Total revenue by geographic region, based on the location of the end customer, was as follows for the periods indicated:


	Period from July 28 to December 31, 2022
(In thousands)	Successor
Revenue by Geographic Region
North America	$	56,630
Rest of the World	33,755
Net product sales	$	90,385
Royalties	1,988
Total:	$	92,373


	Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
			(As Restated)		(As Restated)
(In thousands)	Predecessor
Revenue by Geographic Region
North America	$	44,443	$	79,122	$	64,040
Rest of the World	26,286		57,637		24,484
Net product sales	$	70,729	$	136,759	$	88,524
Royalties	3,031		5,713		5,904
Total:	$	73,760	$	142,472	$	94,428

RESTATEMENT AND RECLASSIFICATIONS - Narrative (Details) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022 USD ($)	Jul. 27, 2022 USD ($)	Dec. 31, 2021 USD ($) distributor	Dec. 31, 2020 USD ($) distributor	Dec. 31, 2019 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Number of distributors \| distributor			3	3
R&D expense adjustments	$ 1,796	$ 2,606	$ 6,092	$ 4,383
Prepaid expenses adjustments	(6,273)		(4,965)
Property and equipment, net adjustments	(8,328)		(1,198)
Other non-current assets adjustments	(535)		(288)
Accounts payable adjustments			12,680
Other current liabilities	26,123		12,683
Income tax expense adjustment	5,803	(113)	(9,602)	3,394
Increase in accumulated deficit	(799,898)		(39,239)
Net income (loss)	$ 120,557	21,057	19,576	2,370
Obagi Cosmeceuticals
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Increase in accumulated deficit		(4,906)	(39,239)	(60,847)	$ (61,187)
Net income (loss)		$ 21,057	19,576	2,370
Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
R&D expense adjustments			(899)	454
Prepaid expenses adjustments			2,979
Property and equipment, net adjustments			2,386
Other non-current assets adjustments			1,209
Accounts payable adjustments			1,305
Other current liabilities			(300)
Income tax expense adjustment			1,699	(1,700)
Increase in accumulated deficit			50,051
Net income (loss)			19,506	(6,801)
Restatement Adjustments \| Obagi Cosmeceuticals
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Increase in accumulated deficit					$ 37,346
Misstatement of Capitalized Research and Development Expenses \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
R&D expense adjustments			1,200	500
Misstatement of Capitalized Marketing Expenses \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prepaid expenses adjustments			2,000
Other non-current assets adjustments			1,200
Misstatement Of Research And Development Expense \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prepaid expenses adjustments			1,100
Misstatement of Capitalized Internal Use Software Costs \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Property and equipment, net adjustments			2,400
Other adjustments \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounts payable adjustments			1,300
Misstatement of Revenue, Nonstandard Payment Terms \| Restatement Adjustments \| US Online Marketplace Distributor and SA Distributor
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other current liabilities			700
Misstatement of Employee Related Compensation Matters and Other Expenses \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other current liabilities			200
Misstatement of Accrued Distribution Service Fees \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other current liabilities			(1,200)
Misstatement of Income Tax Expense and Related Liabilities \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Income tax expense adjustment			$ 1,700	$ (1,700)

SUCCESSOR CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) - Condensed Statement of Cash Flow (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (120,557)	$ (21,057)	$ (19,576)	$ (2,370)
Cash (used in) provided by operating activities:
Change in fair value of derivative warrant liabilities	(6,793)	0	0	0
Net cash (used in) provided by operating activities	(74,977)	(10,037)	3,529	(7,431)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from trust	44,883	0	0	0
Net cash (used in) provided by investing activities	(544,367)	(909)	(3,787)	(1,707)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash (used in) provided by financing activities	629,465	3,883	5,162	14,319
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	10,121	(7,063)	4,904	5,181
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	6,477	13,444	8,572	3,391
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	10,163	6,477	$ 13,444	$ 8,572
Parent Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	(95,567)
Cash (used in) provided by operating activities:
Equity in income of subsidiaries	102,379
Change in fair value of derivative warrant liabilities	(6,793)
Net cash (used in) provided by operating activities	19
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from trust	6,400
Net cash (used in) provided by investing activities	6,400
CASH FLOWS FROM FINANCING ACTIVITIES:
Transfers from subsidiaries	6,000
Transfers to subsidiaries	(300)
Expenses paid on behalf of subsidiaries	(8,982)
Net cash (used in) provided by financing activities	(3,282)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3,137
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	78
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$ 3,215	$ 78

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Accrued salaries and related expenses	$ 9,069	$ 6,876
Accrued sales returns and damages	2,651	0
Accrued marketing expenses	95	2,963
Accrued distribution fees	1,621	760
Total	26,123	12,683
Related Party
Related Party Transaction [Line Items]
Other	9,914	0
Total	9,914
Nonrelated Party
Related Party Transaction [Line Items]
Other	$ 2,773	$ 2,084

INCOME TAX BENEFIT - Schedule of Consolidated Pretax Income (Loss) (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ (125,281)	$ (17,676)	$ (15,320)	$ (13,243)
Foreign	(1,079)	(3,268)	5,346	7,479
Income (loss) before income taxes	$ (126,360)	$ (20,944)	$ (9,974)	$ (5,764)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

LEASES - Operating Lease Maturity Schedule (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 3,309
2024	3,430
2025	3,504
2026	2,899
2027	2,452
Thereafter	9,194
Total future minimum lease payments	24,788
Less: Imputed Interest	4,865
Total reported lease liability	$ 19,923

EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions	5 Months Ended	7 Months Ended	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Company 401(k) retirement plan contributions	$ 0.3	$ 0.4	$ 0.6	$ 0.5

STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions			1 Months Ended		5 Months Ended	7 Months Ended	12 Months Ended
	Aug. 12, 2022 segment individual shares	Jul. 27, 2022 USD ($) shares	Nov. 30, 2022 shares	Jan. 31, 2021 segment shares	Dec. 31, 2022 USD ($) $ / shares shares	Jul. 27, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of founders \| individual	2
Weighted average fair value of options granted in period (in dollars per share) \| $ / shares					$ 3.58	$ 15.55	$ 15.55
Stock options, unrecognized compensation cost \| $					$ 32.5		$ 9.4
Obagi and Milk Business Combinations
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Incremental stock based compensation expense \| $		$ 18.3
Fair value of equity awards in business combination \| $		$ 47.7				$ 47.7
Obagi Merger
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options assumed in business combination (in shares)		5,906,300
Milk Transaction
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options assumed in business combination (in shares)		237,724
Share-Based Payment Arrangement, Founder
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted (in shares)	11,500,000
Number of tranches \| segment	4
Predecessor Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum number of shares available for issuance				1,500,000
Employee Stock \| 2022 Incentive Award Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum number of shares available for issuance					16,134,716
Anniversary period, annual increase in shares issued under plan					10 years
Percentage increase in shares available for issuance					3.00%
Shares reserved for future issuance (in shares)					2,749,579
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, unrecognized compensation cost \| $							$ 12.4
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares						$ 38.90	$ 38.68
Restricted Stock Units (RSUs) \| Obagi Merger
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity instruments assumed in business combination (in shares)		1,776,827
Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Founder
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units granted (in shares)	692,000
Restricted Stock Units (RSUs) \| Long-Term Incentive Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units granted (in shares)					694,537
Vesting percentage					33.00%
Restricted Stock Units (RSUs) \| One-Tim Stock Grant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum number of shares available for issuance			10,000
Award vesting period			3 years
Restricted Stock Units (RSUs) \| Predecessor Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period				5 years
Number of annual installments \| segment				5
Award expiration period				10 years
Restricted stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, unrecognized compensation cost \| $					$ 11.4
Compensation cost, weighted average service period					2 years 10 months 24 days
Stock Appreciation Rights (SARs) \| Milk Transaction
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity instruments assumed in business combination (in shares)		2,808,131
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost, weighted average service period					4 years 9 months 18 days
Stock options \| Share-Based Payment Arrangement, Founder
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period	6 years
Stock options \| Predecessor Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period				5 years
Stock options \| Predecessor Incentive Plan \| Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period				5 years
Vesting percentage				75.00%
Number of annual installments \| segment				5
Stock options \| Predecessor Incentive Plan \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period				3 months
Vesting percentage				25.00%
Number of quarterly installments \| segment				4

INCOME TAX BENEFIT - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Current provision (benefit):
Federal	$ 0	$ 0	$ 0	$ (363)
State	20	19	58	(19)
Foreign	0	4	170	32
Current provision (benefit), total	20	23	228	(350)
Deferred (income) expense:
Federal	(4,557)	38	7,597	(2,473)
State	(1,266)	52	1,777	(571)
Foreign	0	0	0	0
Deferred (income) expense, total	(5,823)	90	9,374	(3,044)
Income tax (benefit) expense	$ (5,803)	$ 113	$ 9,602	$ (3,394)

INCOME TAX BENEFIT (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Consolidated Pretax Income (Loss)

The Company’s consolidated pretax income (loss) for the period from July 28 to December 31, 2022 (Successor Period), the period from January 1 to July 27, 2022 (Predecessor Period), the year ended December 31,

2021 (Predecessor Period) and the year ended December 31, 2020 (Predecessor Period) were generated by domestic and foreign operations as follows:


	Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
					(As Restated)		(As Restated)
(In thousands)	Successor		Predecessor
Loss before income taxes:
United States	$	(125,281)	$	(17,676)	$	(15,320)	$	(13,243)
Foreign	(1,079)		(3,268)		5,346		7,479
Total	$	(126,360)	$	(20,944)	$	(9,974)	$	(5,764)

Schedule of Provision for Income Taxes

The provision for income taxes for the period from July 28 to December 31, 2022 (Successor Period), the period from January 1 to July 27, 2022 (Predecessor Period), the year ended December 31, 2021 (Predecessor Period) and the year ended December 31, 2020 (Predecessor Period) consisted of the following:


	Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
					(As Restated)		(As Restated)
(In thousands)	Successor		Predecessor
Current provision (benefit):
Federal	$	—	$	—	$	—	$	(363)
State	20		19		58		(19)
Foreign	—		4		170		32
	20		23		228		(350)
Deferred (income) expense:
Federal	(4,557)		38		7,597		(2,473)
State	(1,266)		52		1,777		(571)
Foreign	—		—		—		—
	(5,823)		90		9,374		(3,044)
Net income tax (benefit) provision	$	(5,803)	$	113	$	9,602	$	(3,394)

Schedule of Components of Income Tax Expense

The components of income tax expense related to the following:


	Period from July 28 to December 31,		Period from January 1 to July 27,		Year ended December 31,		Year ended December 31,
	2022		2022		2021		2020
					(As Restated)		(As Restated)
	Successor		Predecessor
Income tax benefit at Bailiwick of Jersey for Successor and Income tax benefit at Cayman Islands for Predecessor statutory rate	—	%	—	%	—	%	—	%
U.S./foreign tax rate differential	20.7	%	17.7	%	30.5	%	47.7	%
State income tax benefit, net of federal benefit	2.4	%	1.4	%	1.8	%	8.2	%
Permanent Items	0.2	%	(0.1)	%	(0.2)	%	(1.5)	%
Noncontrolling interest	(1.1	%)	0.0	%	0.0	%	0.0	%
Change in valuation allowance	(6.1	%)	(16.9	%)	(141.0	%)	0.0	%
Transaction bonuses	—	%	8.6	%	—	%	—	%
Transaction costs	—	%	(11.3)	%	—	%	—	%
PPP Loan forgiveness	—	%	—	%	14.4	%	—	%
True-Ups	—	%	—	%	(1.8)	%	1.1	%
Tax credits	—	%	—	%	—	%	3.4	%

Goodwill impairment	(11.4)	%	—	%	—	%	—	%
Total income tax (benefit) expense	4.6	%	(0.6)	%	(96.3)	%	58.9	%

Summary of Deferred Tax Assets and Deferred Tax Liabilities

The tax effects of temporary differences that give rise to portions of the deferred tax assets and deferred tax liabilities as of December 31, 2022 (Successor Period) and December 31, 2021 (Predecessor Period) are presented below:


	As of December 31,		As of December 31,
	2022		2021
			(As Restated)
(In thousands)	Successor		Predecessor
Deferred tax assets:
Accrued interest to foreign related parties	$	1,660	$	581
Lease liability	2,434		—
Intangibles	—		4,108
Formation costs	1,509		1,629
Net operating losses	13,117		4,995
Inventory reserve	1,731		81
Transaction costs	—		1,358
Other temporary differences	646		1,148
Accrued compensation	1,377		831
R&D tax credits	379		379
Non-deductible interest carryover	3,350		1,422
Below market contract	2,373		—
Capitalized research	2,538		—
Investment in Waldencast LP	3,466		—
Total deferred tax assets	34,580		16,532
Deferred tax liabilities:
Goodwill	(285)		(2,794)
Fixed asset basis	(370)		(226)
Lease asset	(2,025)		—
Intangibles	(46,206)		—
Inventory	—		—
Total deferred tax liabilities	(48,886)		(3,020)
Net deferred tax (liabilities) assets	(14,306)		13,512
Less: valuation allowance	(7,944)		(14,060)
Net deferred tax liabilities	$	(22,250)	$	(548)

Summary of Net Operating Losses and Tax Credit Carryforwards

Net operating losses and tax credit carryforwards as of December 31, 2022 (Successor Period) and December 31, 2021 (Predecessor Period) were as follows:


	As of December 31, 2022			As of December 31, 2021
				(As Restated)
	Successor			Predecessor
(In thousands)	Amount		Expiration Year	Amount		Expiration Year
Net operating losses, federal	$	50,772	Do Not Expire	$	20,880	Do Not Expire
Net operating losses, state	$	39,366	2039-2042	$	9,772	2039-2041
Tax Credits, federal	$	283	2038-2039	$	283	2038-2039
Tax Credits, state	$	121	Do Not Expire	$	121	Do Not Expire

LEASES - Supplemental Cash Flow Information (Details) $ in Thousands	5 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities:	$ 1,166
Right-of-use assets obtained in exchange for new operating lease liabilities:	$ 4,081
Weighted-average remaining lease term (years)	7 years 9 months
Weighted-average discount rate	5.90%

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	As Reported	Restatement Adjustments	Waldencast plc	Obagi Global Holdings Limited	Obagi Global Holdings Limited As Reported	Obagi Global Holdings Limited Restatement Adjustments	Class A Ordinary Shares	Class B Ordinary Shares	Ordinary Shares Obagi Global Holdings Limited	Ordinary Shares Obagi Global Holdings Limited As Reported	Ordinary Shares Class A Ordinary Shares Waldencast plc	Ordinary Shares Class B Ordinary Shares Waldencast plc	Additional Paid-In Capital Waldencast plc	Additional Paid-In Capital Obagi Global Holdings Limited	Additional Paid-In Capital Obagi Global Holdings Limited As Reported	Accumulated Deficit Waldencast plc	Accumulated Deficit Obagi Global Holdings Limited	Accumulated Deficit Obagi Global Holdings Limited As Reported	Accumulated Deficit Obagi Global Holdings Limited Restatement Adjustments	Accumulated Other Comprehensive Loss Waldencast plc	Accumulated Other Comprehensive Loss Obagi Global Holdings Limited	Accumulated Other Comprehensive Loss Obagi Global Holdings Limited As Reported	Noncontrolling Interest Waldencast plc
Beginning balance (in shares) at Dec. 31, 2019										8,000,002,000	8,000,002,000
Beginning balance at Dec. 31, 2019					$ 61,187	$ 98,533	$ (37,346)			$ 4,000	$ 4,000				$ 96,055	$ 96,055		$ (38,859)	$ (1,513)	$ (37,346)		$ (9)	$ (9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (2,370)	$ (9,171)	$ 6,801		(2,370)													(2,370)
Foreign currency translation adjustment	16	16	0		16																	16
Non-cash contribution of trademarks					4,058										4,058
Dividends paid	(2,000)				(2,044)													(2,044)
Ending balance (in shares) at Dec. 31, 2020										8,000,002,000
Ending balance at Dec. 31, 2020					60,847					$ 4,000					100,113			(43,273)				7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(19,576)	(70)	(19,506)		(19,576)													(19,576)
Foreign currency translation adjustment	(32)	(32)	0		(32)																	(32)
Dividends paid	$ (2,000)				(2,000)													(2,000)
Ending balance (in shares) at Dec. 31, 2021	8,000,002									8,000,002,000
Ending balance at Dec. 31, 2021	$ 39,239	$ 89,290	$ (50,051)		39,239					$ 4,000					100,113			(64,849)				(25)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(21,057)				(21,057)													(21,057)
Foreign currency translation adjustment	96				96																	96
Dividends paid	0
Distribution of Obagi China Business					(13,372)										(13,113)			(188)				(71)
Ending balance (in shares) at Jul. 27, 2022										8,000,002,000		8,645,000	0
Ending balance at Jul. 27, 2022				$ (61,038)	$ 4,906					$ 4,000		$ 1	$ 0	$ 174	$ 87,000		$ (61,213)	$ (86,094)			$ 0	$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A ordinary shares upon release of Trust proceeds (in shares)												4,478,054
Issuance of Class A ordinary shares upon release of Trust proceeds				44,882										44,882
Issuance of common shares in connection with the FPA investment (in shares)												33,300,000
Issuance of common shares in connection with the FPA investment				333,000								$ 3		332,997
Issuance of common shares in connection with the PIPE investment (in shares)												11,800,000
Issuance of common shares in connection with the PIPE investment				118,000								$ 1		117,999
Issuance of common shares in connection with the Obagi and Milk Business Combination (in shares)												28,237,506	21,104,225
Issuance of common shares in connection with the Obagi and Milk Business Combination				477,911								$ 3	$ 2	292,250										185,656
Net loss	(120,557)			(120,557)													(95,567)							(24,990)
Stock-based compensation				7,736										7,736
Foreign currency translation adjustment	(36)			(36)																	(29)			(7)
Ending balance (in shares) at Dec. 31, 2022								86,460,560	21,104,225			86,460,560	21,104,225
Ending balance at Dec. 31, 2022	$ 799,898			$ 799,898								$ 8	$ 2	$ 796,038			$ (156,780)				$ (29)			$ 160,659

SUCCESSOR CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) - Condensed Statement of Operations (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Condensed Income Statements, Captions [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 142,472	$ 94,428
Selling, general and administrative	88,926	55,549	82,968	60,421
Operating (loss) income	(127,721)	(15,263)	(1,625)	528
Other income:
Change in fair value of derivative warrant liabilities	6,793	0	0	0
Income (loss) before income taxes	(126,360)	(20,944)	(9,974)	(5,764)
Income tax benefit	5,803	(113)	(9,602)	3,394
Net loss attributable to Class A shareholders	(95,567)	(21,057)	(19,576)	(2,370)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	(36)	96	(32)	16
Comprehensive loss attributable to Class A shareholders	(95,596)	$ (20,961)	$ (19,608)	$ (2,354)
Parent Company
Condensed Income Statements, Captions [Line Items]
Net revenue	0
Selling, general and administrative	0
Operating (loss) income	0
Other income:
Interest income, net	19
Change in fair value of derivative warrant liabilities	6,793
Income (loss) before income taxes	6,812
Income tax benefit	0
Income before equity in undistributed earnings of subsidiaries	6,812
Equity in undistributed earnings of subsidiaries	(102,379)
Net loss attributable to Class A shareholders	(95,567)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	(29)
Comprehensive loss attributable to Class A shareholders	$ (95,596)

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)		1 Months Ended	5 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	Mar. 18, 2021 $ / shares shares	Nov. 30, 2020 shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares	Oct. 31, 2020 shares
Class of Stock [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]			Successor
Number of shares called by each warrant			1
Common shares authorized (in shares)		25,000,000		25,000,000	50,000
Common shares issued (in shares)		4,000,000		8,000,002
Stock split conversion ratio		2
IPO
Class of Stock [Line Items]
Number of units issued in IPO (in shares)	34,500,000
Price per unit (in dollars per share) \| $ / shares	$ 10.00
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares authorized (in shares)			1,000,000,000
Common shares issued (in shares)			86,460,560
Ordinary Shares \| Class A Ordinary Shares \| IPO
Class of Stock [Line Items]
Number of shares in each IPO unit	1
Number of shares called by each warrant	1
Warrants \| IPO
Class of Stock [Line Items]
Number of shares in each IPO unit	0.3333

SHAREHOLDERS’ EQUITY	12 Months Ended
SHAREHOLDERS’ EQUITY	Dec. 31, 2022
Equity [Abstract]
SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY Successor’s Share Capital Under the Company’s Memorandum of Association (the “Constitutional Document”), its authorized share capital consists of 1,000,000,000 Class A ordinary shares, 100,000,000 Class B ordinary shares and 25,000,000 Preference Shares, each having a par value of $0.0001. As of December 31, 2022 (Successor Period), there were 86,460,560 and 21,104,225 Class A and Class B ordinary shares, respectively, issued and outstanding. The Company did not have any Preference Shares issued and outstanding as of December 31, 2022 (Successor Period). Each Class A ordinary share is entitled to one vote per share. The Company can, at the discretion of its Board of Directors, declare dividends and distributions out of the funds of the Company lawfully available therefor. In the event of a voluntary or involuntary liquidation or wind-up, assets available for distribution among the holders of Class A ordinary shares will be distributed on a pro rata basis. Each Class B ordinary share is entitled to one vote per share and will vote together with holders of Class A ordinary shares as a single class. Class B ordinary shares are non-economic shares that are not entitled to dividends. Upon a liquidation, dissolution or winding up the Company, the holders of Class B ordinary shares will not be entitled to receive any assets of the Company, except to the extent of the par value of their shares, pro rata with the distributions that the Class A ordinary shares. As outlined in “Note 4. Business Combinations,” Class B ordinary shares were issued by the Company to the Milk Members in connection with the Business Combination, giving rise to noncontrolling interest in the Company’s controlled subsidiary, Waldencast Partners LP. As such, the Constitutional Document prohibits issuances of additional shares of Class B ordinary shares, unless issued to a noncontrolling interest in connection with the Company’s Up-C structure. Class B ordinary shares are convertible into Class A ordinary shares on a one-to-one basis at the option of the holder. If such option is exercised, the exchanged Class B ordinary shares will automatically be surrendered and retired for no consideration. If the Company issues or redeems Class B ordinary shares, Waldencast Partners LP is obligated to issue or redeem a corresponding number of Waldencast LP partnership units, such that the number of issued and outstanding partnership units at any time will correspond and be equivalent to the then number of issued and outstanding Class B ordinary shares. Predecessor’s Share Capital The Predecessor’s equity structure consisted of a single class of ordinary shares. In November 2020, the Obagi Board of Directors approved (i) an increase in the number of the Company’s authorized common shares from 50,000 to 25,000,000, (ii) an issuance of 4,000,000 common shares to ZhongHua, and (iii) a two-for-one split of the Company’s issued and outstanding common shares all of which became effective in December 2020. The Company was held by a single shareholder, and the share issuance to ZhongHua was deemed akin to a stock split. All share, per share amounts and related shareholders’ equity balances presented for Predecessor Periods have been retroactively adjusted to reflect the impact of the Stock Split. As of December 31, 2021 the Predecessor had 25,000,000 ordinary shares authorized and 8,000,002 shares issued and outstanding. Predecessor’s ordinary shares had a par value of $0.50 per share and each share was entitled to one vote. The Predecessor was able to, at the discretion of its Board of Directors, declare dividends and distributions out of the funds of the Company lawfully available therefor. Payments of dividends and distributions were limited to realized or unrealized profits of the Company. The Company did not pay any dividends during the period from January 1 to July 27, 2022 (Predecessor Period). In the years ended December 31, 2021 and 2020 (Predecessor Period), Obagi, through a wholly-owned subsidiary, paid $2.0 million (approximately $0.25 per share) and $2.0 million (approximately $0.26 per share), respectively, in dividends to its shareholder.

- Definition

The entire disclosure for equity.

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+ Details

FAIR VALUE MEASUREMENTS (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Interest rate collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	$ 198
Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	7,130
Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	11,181
(Level 1) \| Interest rate collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	0
(Level 1) \| Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	7,130
(Level 1) \| Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	0
(Level 2) \| Interest rate collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	198
(Level 2) \| Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	0
(Level 2) \| Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	11,181
(Level 3) \| Interest rate collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	0
(Level 3) \| Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	0
(Level 3) \| Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	$ 0

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

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+ Details

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Net revenue	$ 92,373	$ 73,760	$ 142,472	$ 94,428
Cost of goods sold	60,657	$ 30,868	$ 55,037	$ 29,096
Related Party \| Supply Commitment
Net revenue	17,219
Cost of goods sold	$ 5,128

- Definition

+ References

+ Details

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Narrative (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Apr. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 29, 2021
Related Party Transaction [Line Items]
Accounts receivable and notes receivable, before allowance for doubtful accounts	$ 20,300			$ 19,400
Allowance for doubtful accounts	1,000			700
Increase (decrease) in loan receivable			$ 2,500	$ (2,500)
Interest rate				8.00%		1.00%
Depreciation expense	2,900	$ 500		$ 400	$ 100
Related Party
Related Party Transaction [Line Items]
Related party liability	$ 9,914			$ 0

DEBT (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments


		As of December 31, 2022		As of December 31, 2021
(In thousands)	Maturity Date	(Successor)		(Predecessor)
2022 Term Loan	July 2026	$	170,652	$	—
2022 Revolving Credit Facility	July 2026	14,117		—
Predecessor 2021 Term Loan	March 2026	—		109,175
Predecessor 2021 Revolving Credit Facility	March 2026	—		15,000
Predecessor 2018 Term Loan	December 2023	—		—
Predecessor 2018 Revolving Credit Facility	December 2023	—		—
Predecessor PPP Loan	May 2022	—		—
Unamortized debt issuance costs		(5,445)		(5,310)
Net carrying amount		$	179,324	$	118,865
Less: Current portion of long-term debt		(20,095)		(15,442)
Total long-term portion		$	159,229	$	103,423

Schedule of Maturities of Long-Term Debt

Scheduled maturities under the Company’s 2022 Credit Agreement as of December 31, 2022 (Successor Period) are as follows :

(In thousands)


Year ending December 31,
2023	$	22,490
2024	7,963
2025	11,264
2026	143,052
2027	—
Total unpaid principal	$	184,769

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

SEGMENT REPORTING - Narrative (Details) - segment	5 Months Ended	7 Months Ended
SEGMENT REPORTING - Narrative (Details) - segment	Dec. 31, 2022	Jul. 27, 2022
Segment Reporting [Abstract]
Number of operating segments	2	1
Number of reportable segments	2	1

RESTATEMENT AND RECLASSIFICATIONS - Summary of Cost of Goods Sold Restatement Adjustments (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net cost of goods sold adjustments	$ 60,657	$ 30,868	$ 55,037	$ 29,096
Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net cost of goods sold adjustments			1,673	4,471
Restatement Adjustments \| Inventory obsolescence provision
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net cost of goods sold adjustments			(583)	665
Restatement Adjustments \| Other adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net cost of goods sold adjustments			1,882	1,254
Restatement Adjustments \| Physician Channel Provider \| Misstatement of Revenue Recognition Timing and Payments Recorded for Services
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total net cost of goods sold adjustments			$ 374	$ 2,552

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

INTANGIBLE ASSETS—NET

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS—NET

Intangible assets, net consisted of the following as of December 31, 2022 (Successor Period):


(In thousands)	Weighted Average Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademark and trade name	14	$	559,328	$	(17,840)	$	541,488
Customer relationships	11	36,000		(1,349)		34,651
Supply agreement	5	38,900		(3,325)		35,575
Formulations	8	28,900		(1,526)		27,374
Patents	20	80		(3)		77
Total		$	663,208	$	(24,043)	$	639,165

Intangible assets, net consisted of the following as of December 31, 2021 (Predecessor Period):


(In thousands)	Weighted Average Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademark and trade name	10	$	46,004	$	(17,842)	$	28,162
Customer relationships	10	39,370		(16,404)		22,966
Supply agreement	10	25,570		(10,654)		14,916
Formulations	10	22,863		(9,592)		13,271
Patents	20	270		(11)		259
Total		$	134,077	$	(54,503)	$	79,574

Amortization expense for the period from July 28 to December 31, 2022 (Successor Period), period from January 1, 2022 to July 27, 2022 (Predecessor Period), and the years ended December 31, 2021 and 2020 (Predecessor Period), was $24.0 million, $7.7 million, $13.5 million, and $13.3 million, respectively.

Expected amortization for each of the years between 2023 through 2027, and thereafter are as follows:

(In thousands)


Years ending December 31
2023	$	56,675
2024	56,675
2025	56,675
2026	56,675
2027	53,350
Thereafter	359,115
	$	639,165

SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands	1 Months Ended				3 Months Ended
	Nov. 30, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Jan. 31, 2023 $ / shares shares	Dec. 31, 2021 USD ($) lease shares	Nov. 30, 2023 USD ($) shares	Dec. 31, 2023 shares	Mar. 31, 2023	Dec. 31, 2022 USD ($) ft² shares	Nov. 30, 2020 shares
Subsequent Event [Line Items]
ROU assets \| $				$ 0				$ 16,384
Common shares issued (in shares)				8,000,002					4,000,000
Common shares outstanding (in shares)				8,000,002
Class A Ordinary Shares
Subsequent Event [Line Items]
Common shares issued (in shares)								86,460,560
Common shares outstanding (in shares)								86,460,560
Class B Ordinary Shares
Subsequent Event [Line Items]
Common shares issued (in shares)								21,104,225
Common shares outstanding (in shares)								21,104,225
TEXAS
Subsequent Event [Line Items]
Number of leases \| lease				2
TEXAS \| Office
Subsequent Event [Line Items]
ROU assets \| $								$ 4,000
TEXAS \| Warehouse
Subsequent Event [Line Items]
ROU assets \| $								$ 2,500
CALIFORNIA
Subsequent Event [Line Items]
Rentable square feet \| ft²								28,300
Subsequent Event
Subsequent Event [Line Items]
Common shares issued (in shares)						122,076,410
Common shares outstanding (in shares)						122,076,410
Subsequent Event \| Class A Ordinary Shares
Subsequent Event [Line Items]
Issued in private placement (in shares)		14,000,000
Purchase price per share (in dollars per share) \| $ / shares		$ 5.00
Subscription agreement proceeds \| $	$ 2,000	$ 68,000			$ 70,000
Common shares issued (in shares)						101,228,857
Common shares outstanding (in shares)						101,228,857
Subsequent Event \| Class B Ordinary Shares
Subsequent Event [Line Items]
Issued in private placement (in shares)					0
Common shares issued (in shares)						20,847,553
Common shares outstanding (in shares)						20,847,553
Subsequent Event \| Vietnam Purchase Agreement \| SA Distributor
Subsequent Event [Line Items]
Earnout period							12 months
Subsequent Event \| Vietnam Purchase Agreement \| Obagi Blue Sea Holding, LLC \| SA Distributor
Subsequent Event [Line Items]
Ownership percentage acquired							40.00%
Subsequent Event \| SGI Awards
Subsequent Event [Line Items]
Granted (in shares)			2,290,000
Maximum allocated target share units, percent			200.00%
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares			$ 8.88
Post vesting holding period			1 year

RESTATEMENT AND RECLASSIFICATIONS - Summary of SG&A Expenses Restatement Adjustments (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total SG&A adjustments	$ 88,926	$ 55,549	$ 82,968	$ 60,421
Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total SG&A adjustments			(44,523)	(3,138)
Restatement Adjustments \| Misstatement of Distributor Service Fees
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total SG&A adjustments			(37,075)	0
Restatement Adjustments \| Misstatement of Revenue Recognition Timing and Payments Recorded for Services \| Physician Channel Provider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total SG&A adjustments			(7,065)	(4,891)
Restatement Adjustments \| Misstatement of Capitalized Computer Software Expenses
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total SG&A adjustments			1,323	472
Restatement Adjustments \| Misstatement of Capitalized Marketing and Advertising Expenses
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total SG&A adjustments			(732)	1,827
Restatement Adjustments \| Other adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total SG&A adjustments			$ (974)	$ (546)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

NET LOSS PER SHARE - Basic and Diluted Net Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (120,557)	$ (21,057)	$ (19,576)	$ (2,370)
Net loss attributable to noncontrolling interest	(24,990)	0	0	0
Net loss attributed to Class A shareholders - basic EPS	(95,567)	(21,057)	(19,576)	(2,370)
Net loss attributed to Class A shareholders - diluted EPS	$ (95,567)	$ (21,057)	$ (19,576)	$ (2,370)
Denominator:
Weighted-average basic shares outstanding (in shares)	86,460,560	8,000,002	8,000,002	8,000,002
Effect of dilutive securities (in shares)	0	0	0	0
Weighted-average diluted shares (in shares)	86,460,560	8,000,002	8,000,002	8,000,002
Basic net loss per share (in dollars per share)	$ (1.11)	$ (2.63)	$ (2.45)	$ (0.30)
Diluted net loss per share (in dollars per share)	$ (1.11)	$ (2.63)	$ (2.45)	$ (0.30)

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021
Waldencast plc
Number of Common Stock Options
Beginning balance (in shares)	0
Granted (in shares)	20,452,155
Exercised (in shares)	0
Forfeited (in shares)	0
Ending balance (in shares)	20,452,155	0
Exercisable (in shares)	4,451,538
Vested and expected to vest (in shares)	20,452,155
Weighted Average Exercise Price
Beginning balance, weighted average exercise price (in dollars per share)	$ 0
Granted, weighted average exercise price (in dollars per share)	9.50
Exercised, weighted average exercise price (in dollars per share)	0
Forfeited. weighted average exercise price (in dollars per share)	0
Ending balance, weighted average exercise price (in dollars per share)	9.50	$ 0
Exercisable, weighted average exercise price (in dollars per share)	4.17
Vested and expected to vest, weighted average exercise price (in dollars per share)	$ 9.50
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, weighted average remaining contractual life	8 years 3 months 18 days
Granted, weighted average remaining contractual life	8 years 3 months 18 days
Exercisable, weighted average remaining contractual life	7 years 6 months
Vested and expected to vest, weighted average remaining contractual life	8 years 3 months 18 days
Outstanding, aggregate intrinsic value	$ 39,118
Exercisable, aggregate intrinsic value	21,816
Vested and expected to vest, aggregate intrinsic value	$ 39,118
Obagi Cosmeceuticals
Number of Common Stock Options
Beginning balance (in shares)	774,800	800,000	0
Granted (in shares)		0	800,000
Exercised (in shares)		0	0
Forfeited (in shares)		25,200	0
Vested (in shares)		0	0
Ending balance (in shares)		774,800	800,000
Weighted Average Exercise Price
Beginning balance, weighted average exercise price (in dollars per share)	$ 41.10	$ 41.10	$ 0
Granted, weighted average exercise price (in dollars per share)		0	41.10
Exercised, weighted average exercise price (in dollars per share)		0	0
Forfeited. weighted average exercise price (in dollars per share)		41.10	0
Vested, weighted average exercise price (in dollars per share)		0	0
Ending balance, weighted average exercise price (in dollars per share)		$ 41.10	$ 41.10
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, weighted average remaining contractual life		8 years 6 months	9 years 1 month 6 days
Granted, weighted average remaining contractual life			9 years 1 month 6 days
Forfeited, weighted average remaining contractual life		8 years 7 months 6 days
Outstanding, aggregate intrinsic value		$ 19,659	$ 16,456
Granted, aggregate intrinsic value			$ 16,456
Forfeited, aggregate intrinsic value		$ 639

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Purchase Commitments Purchase commitments represent unconditional purchase obligations to purchase goods or services, primarily inventory, that are enforceable and legally binding on the Company and specify all significant terms, including fixed or minimum quantities to be purchased, price provisions, and the approximate timing of the transaction. The Company has entered into a certain development and production agreement with a third-party vendor in which the Company is committed to purchase from the vendor certain units of Skintrinsiq devices totaling $5.7 million. As of December 31, 2022, the Company’s associated future minimum payment was $1.4 million over the next 12-18 months. The Company has entered into an unconditional purchase order with third-party product manufacturers for the delivery of inventory in which the Company is committed to purchase from the manufacturers certain product inventory totaling $8.2 million. As of December 31, 2022, the Company’s associated future minimum payment was $7.0 million over the next 12-18 months. Legal Proceedings Except for the SEC investigation described in “Note 21, Subsequent Events.” the Company is not involved in any material litigation nor, to management’s knowledge, was any material litigation threatened against the Company, which if adversely determined could have a material adverse impact on the Company other than routine litigation arising in the ordinary course of business,

INTANGIBLE ASSETS—NET (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets, net consisted of the following as of December 31, 2022 (Successor Period):


(In thousands)	Weighted Average Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademark and trade name	14	$	559,328	$	(17,840)	$	541,488
Customer relationships	11	36,000		(1,349)		34,651
Supply agreement	5	38,900		(3,325)		35,575
Formulations	8	28,900		(1,526)		27,374
Patents	20	80		(3)		77
Total		$	663,208	$	(24,043)	$	639,165

Intangible assets, net consisted of the following as of December 31, 2021 (Predecessor Period):


(In thousands)	Weighted Average Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademark and trade name	10	$	46,004	$	(17,842)	$	28,162
Customer relationships	10	39,370		(16,404)		22,966
Supply agreement	10	25,570		(10,654)		14,916
Formulations	10	22,863		(9,592)		13,271
Patents	20	270		(11)		259
Total		$	134,077	$	(54,503)	$	79,574

Schedule of Expected Amortization Expense

Expected amortization for each of the years between 2023 through 2027, and thereafter are as follows:

(In thousands)


Years ending December 31
2023	$	56,675
2024	56,675
2025	56,675
2026	56,675
2027	53,350
Thereafter	359,115
	$	639,165

INCOME TAX BENEFIT

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAX BENEFIT

The Predecessor was domiciled in the Cayman Islands. Following the Business Combination, the Company, domiciled in the Bailiwick of Jersey, is subject to taxation in the U.S. and various states jurisdictions. ASC Topic 740, Income Taxes (“ASC 740”) indicates that the federal statutory income tax rate of a foreign reporting entity be used when preparing the rate reconciliation disclosure. As such, the Company and its wholly-owned subsidiaries use the statutory income tax rate in the Bailiwick of Jersey for the Successor Period and the Cayman Islands for the Predecessor Period, which was 0%. The Company’s consolidated pretax income (loss) for the period from July 28 to December 31, 2022 (Successor Period), the period from January 1 to July 27, 2022 (Predecessor Period), the year ended December 31,

2021 (Predecessor Period) and the year ended December 31, 2020 (Predecessor Period) were generated by domestic and foreign operations as follows:


	Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
					(As Restated)		(As Restated)
(In thousands)	Successor		Predecessor
Loss before income taxes:
United States	$	(125,281)	$	(17,676)	$	(15,320)	$	(13,243)
Foreign	(1,079)		(3,268)		5,346		7,479
Total	$	(126,360)	$	(20,944)	$	(9,974)	$	(5,764)


	Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021		Year ended December 31, 2020
					(As Restated)		(As Restated)
(In thousands)	Successor		Predecessor
Current provision (benefit):
Federal	$	—	$	—	$	—	$	(363)
State	20		19		58		(19)
Foreign	—		4		170		32
	20		23		228		(350)
Deferred (income) expense:
Federal	(4,557)		38		7,597		(2,473)
State	(1,266)		52		1,777		(571)
Foreign	—		—		—		—
	(5,823)		90		9,374		(3,044)
Net income tax (benefit) provision	$	(5,803)	$	113	$	9,602	$	(3,394)

The components of income tax expense related to the following:


	Period from July 28 to December 31,		Period from January 1 to July 27,		Year ended December 31,		Year ended December 31,
	2022		2022		2021		2020
					(As Restated)		(As Restated)
	Successor		Predecessor
Income tax benefit at Bailiwick of Jersey for Successor and Income tax benefit at Cayman Islands for Predecessor statutory rate	—	%	—	%	—	%	—	%
U.S./foreign tax rate differential	20.7	%	17.7	%	30.5	%	47.7	%
State income tax benefit, net of federal benefit	2.4	%	1.4	%	1.8	%	8.2	%
Permanent Items	0.2	%	(0.1)	%	(0.2)	%	(1.5)	%
Noncontrolling interest	(1.1	%)	0.0	%	0.0	%	0.0	%
Change in valuation allowance	(6.1	%)	(16.9	%)	(141.0	%)	0.0	%
Transaction bonuses	—	%	8.6	%	—	%	—	%
Transaction costs	—	%	(11.3)	%	—	%	—	%
PPP Loan forgiveness	—	%	—	%	14.4	%	—	%
True-Ups	—	%	—	%	(1.8)	%	1.1	%
Tax credits	—	%	—	%	—	%	3.4	%

Goodwill impairment	(11.4)	%	—	%	—	%	—	%
Total income tax (benefit) expense	4.6	%	(0.6)	%	(96.3)	%	58.9	%

As of each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As part of the Business Combination, the Company determined that there was sufficient positive evidence to conclude that it was more likely than not that additional deferred taxes of $28.1 million would be realizable through the reversal of existing deferred tax liabilities listed below. It therefore reduced the valuation allowance accordingly. As of December 31, 2022, a valuation allowance of $7.9 million has been provided for on the deferred tax assets related to the Company’s investment in Waldencast Partners LP. If or when recognized, the tax benefits related to any reversal of valuation allowance will be accounted for as a reduction of income tax expense.

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of temporary differences that give rise to portions of the deferred tax assets and deferred tax liabilities as of December 31, 2022 (Successor Period) and December 31, 2021 (Predecessor Period) are presented below:


	As of December 31,		As of December 31,
	2022		2021
			(As Restated)
(In thousands)	Successor		Predecessor
Deferred tax assets:
Accrued interest to foreign related parties	$	1,660	$	581
Lease liability	2,434		—
Intangibles	—		4,108
Formation costs	1,509		1,629
Net operating losses	13,117		4,995
Inventory reserve	1,731		81
Transaction costs	—		1,358
Other temporary differences	646		1,148
Accrued compensation	1,377		831
R&D tax credits	379		379
Non-deductible interest carryover	3,350		1,422
Below market contract	2,373		—
Capitalized research	2,538		—
Investment in Waldencast LP	3,466		—
Total deferred tax assets	34,580		16,532
Deferred tax liabilities:
Goodwill	(285)		(2,794)
Fixed asset basis	(370)		(226)
Lease asset	(2,025)		—
Intangibles	(46,206)		—
Inventory	—		—
Total deferred tax liabilities	(48,886)		(3,020)
Net deferred tax (liabilities) assets	(14,306)		13,512
Less: valuation allowance	(7,944)		(14,060)
Net deferred tax liabilities	$	(22,250)	$	(548)

Net operating losses and tax credit carryforwards as of December 31, 2022 (Successor Period) and December 31, 2021 (Predecessor Period) were as follows:


	As of December 31, 2022			As of December 31, 2021
				(As Restated)
	Successor			Predecessor
(In thousands)	Amount		Expiration Year	Amount		Expiration Year
Net operating losses, federal	$	50,772	Do Not Expire	$	20,880	Do Not Expire
Net operating losses, state	$	39,366	2039-2042	$	9,772	2039-2041
Tax Credits, federal	$	283	2038-2039	$	283	2038-2039
Tax Credits, state	$	121	Do Not Expire	$	121	Do Not Expire

Pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “IRC”) annual use of the Company’s net operating losses (“NOLs”) and R&D credit carryforwards may be limited in the event a cumulative change in ownership of more than 50.0% occurs within a three-year period. The Company has not undergone an analysis to determine whether this limitation would apply to the utilization of the NOL carryforward. However, as the

federal NOLs do not expire, the Company does not believe that any potential limitations to federal or state NOL’s, or federal credit carryforwards, if applicable, would be material to the financial statements.

The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits, and uncertain income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations and comprehensive loss. There were no unrecognized tax benefits as of December 31, 2022 (Successor Period) or December 31, 2021 (Predecessor Period). The Company does not expect material changes to its unrecognized tax benefits for the twelve month period following the reporting date.

As of December 31, 2022, (Successor Period) there were no active taxing authority examinations in any of the Company's major tax jurisdictions. The Company remains subject to examination for federal and state income tax purposes for the tax years ending 2018 through 2022 (Successor Period).

For the tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to currently deduct R&D expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the U.S. and 15 years for research activities performed outside the U.S. pursuant to IRC Section 174. Although Congress is considering legislation that would repeal or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. If the requirement is not repealed or replaced, it will decrease our tax deduction for research and development expense in future years.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

INCOME TAX BENEFIT - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Accrued interest to foreign related parties	$ 1,660	$ 581
Lease liability	2,434	0
Intangibles	0	4,108
Formation costs	1,509	1,629
Net operating losses	13,117	4,995
Inventory reserve	1,731	81
Transaction costs	0	1,358
Other temporary differences	646	1,148
Accrued compensation	1,377	831
R&D tax credits	379	379
Non-deductible interest carryover	3,350	1,422
Below market contract	2,373	0
Capitalized research	2,538	0
Investment in Waldencast LP	3,466	0
Total deferred tax assets	34,580	16,532
Deferred tax liabilities:
Goodwill	(285)	(2,794)
Fixed asset basis	(370)	(226)
Lease asset	(2,025)	0
Intangibles	(46,206)	0
Inventory	0	0
Total deferred tax liabilities	(48,886)	(3,020)
Net deferred tax (liabilities) assets	(14,306)	13,512
Less: valuation allowance	(7,944)	(14,060)	$ 0
Net deferred tax liabilities	$ (22,250)	$ (548)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Jul. 27, 2022 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Aug. 31, 2022	Jul. 28, 2022 USD ($)	Nov. 15, 2021 USD ($)	Dec. 31, 2019 USD ($)
Concentration Risk [Line Items]
Cash, cash equivalents and restricted cash	$ 10,163	$ 6,477	$ 10,163	$ 13,444	$ 8,572		$ 78		$ 3,391
Restricted cash	1,470		1,470	650
Cash and cash equivalents	8,693		$ 8,693	12,794
Period after which production costs will be expensed for advertising that has not yet occurred			12 months
Shipping and handling costs	2,000	600		1,000	200
Advertising expense	11,700	$ 6,800		9,200	5,900
Valuation allowance	7,944		$ 7,944	14,060	0
Uncertain tax positions	0		0	0	0
Unrecognized tax benefits, accrued interest and penalties	$ 0		0	0	$ 0
Number of reportable segments \| segment	2	1
Number of operating segments \| segment	2	1
Operating right-of-use asset	$ 16,384		16,384	$ 0
Operating lease liability	$ 19,923		$ 19,923
Maximum
Concentration Risk [Line Items]
Customer payment period			90 days
Minimum
Concentration Risk [Line Items]
Customer payment period			30 days
Internal-Use Software and Website Development Costs \| Maximum
Concentration Risk [Line Items]
Estimated useful life (in years)	3 years		3 years
Cumulative Effect, Period of Adoption, Adjustment
Concentration Risk [Line Items]
Operating right-of-use asset							13,000
Operating lease liability							$ 16,600
Milk
Concentration Risk [Line Items]
Restricted cash								$ 800
Founder Awards
Concentration Risk [Line Items]
Percent of award vesting period						50.00%
Inventory Purchases \| Supplier Concentration Risk \| Vendor One
Concentration Risk [Line Items]
Concentration risk, percentage	27.00%	23.00%		45.00%
Inventory Purchases \| Supplier Concentration Risk \| Vendor Two
Concentration Risk [Line Items]
Concentration risk, percentage		12.00%		11.00%
Inventory Purchases \| Supplier Concentration Risk \| Vendor Three
Concentration Risk [Line Items]
Concentration risk, percentage		12.00%
Accounts Payable \| Lender Concentration Risk \| Vendor One
Concentration Risk [Line Items]
Concentration risk, percentage			15.00%	24.00%
Accounts Payable \| Lender Concentration Risk \| Vendor Two
Concentration Risk [Line Items]
Concentration risk, percentage			12.00%
Customer One \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage			50.00%	41.00%
Customer Two \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage			19.00%	14.00%
Customer Three \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage				10.00%

LEASES - Narrative (Details) $ in Millions	7 Months Ended	12 Months Ended
LEASES - Narrative (Details) $ in Millions	Jul. 27, 2022 USD ($) operatingLease	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease extension term		5 years
Operating lease costs		$ 1.4
Number of non-cancelable operating leases \| operatingLease	3
Rent expense	$ 0.9		$ 1.2	$ 1.1
Minimum
Lessee, Lease, Description [Line Items]
Operating lease remaining term		8 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease remaining term		11 years

BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands		5 Months Ended	7 Months Ended	12 Months Ended
	Jul. 28, 2022 USD ($) director $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Jul. 27, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares					$ 0.50
Stock conversion ratio (in shares) \| shares		1		1
Pre-tax losses		$ 126,360	$ 20,944		$ 9,974	$ 5,764
Loss on impairment of goodwill		68,715	0	$ 68,715	0	0
Net revenue		92,373	73,760		142,472	94,428
Related party liability		26,123		26,123	12,683
Cost of goods sold		60,657	30,868		55,037	29,096
Related Party
Business Acquisition [Line Items]
Related party liability		$ 9,914		$ 9,914
Obagi China Business \| Related Party
Business Acquisition [Line Items]
Pre-tax losses			8,000		3,700	$ 2,300
Class A Ordinary Shares
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001
Stock conversion ratio (in shares) \| shares	1
Class B Ordinary Shares
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001
Waldencast plc \| Class A Ordinary Shares \| Obagi China Business \| Related Party \| Cedarwalk
Business Acquisition [Line Items]
Ownership interest in fully diluted Class A ordinary shares (percent)	24.50%
Obagi and Milk Business Combinations
Business Acquisition [Line Items]
Transaction costs		$ 9,400			66,100
Cost of goods sold					$ 10,000
Obagi and Milk Business Combinations \| Related Party
Business Acquisition [Line Items]
Related party liability from merger	$ 22,100
Net revenue		12,200
Obagi Merger
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares	$ 0.50
Shares exchanged	$ 345,400
Number of nominated directors \| director	1
Obagi Merger \| Class A Ordinary Shares
Business Acquisition [Line Items]
Shares exchanged (in shares) \| shares	28,237,506
Milk Transaction
Business Acquisition [Line Items]
Shares exchanged	$ 121,600
Number of nominated directors \| director	0
Milk Transaction \| Limited Partnership Units
Business Acquisition [Line Items]
Shares exchanged (in shares) \| shares	21,104,225
Milk Transaction \| Class B Ordinary Shares
Business Acquisition [Line Items]
Shares exchanged (in shares) \| shares	21,104,225
Obagi Skincare
Business Acquisition [Line Items]
Loss on impairment of goodwill		68,700		$ 68,715
Net revenue		61,090	$ 73,760
Cost of goods sold		$ 44,973
Obagi Skincare \| Obagi and Milk Business Combinations \| Related Party
Business Acquisition [Line Items]
Related party liability from merger	$ 22,100

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS


(In thousands)	Total		Quoted Prices in Active Market		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description			(Level 1)		(Level 2)		(Level 3)
Assets:
Interest rate collar	$	198	$	—	$	198	$	—
Liabilities:
Derivative warrant liabilities - Public	$	7,130	$	7,130	$	—	$	—
Derivative warrant liabilities - Private	$	11,181	$	—	$	11,181	$	—

Private derivative warrants are classified as Level 2 financial instruments. The fair value of the Level 2 Private Placement Warrant liabilities has been measured based on the fair value of Public Warrant liabilities. The interest rate collar has been measured at net present value by projecting future cash flows and discounting the future amounts to a present value using market-based observable inputs including interest rate curves and credit spreads.

For goodwill (see “Note 6. Goodwill”), fair value assessments of the reporting units and the reporting units’ net assets performed for goodwill impairment tests are considered a Level 3 measurement due to the significance of unobservable inputs developed using company-specific information.

The Company measures certain long-lived and intangible assets at fair value on a nonrecurring basis when events occur that indicate an asset group may not be recoverable. If the carrying amount of an asset group is not recoverable, an impairment charge is recorded to reduce the carrying amount by the excess over its fair value. Except for the initial valuation of long-lived assets in connection with the Business Combination (see “Note 4. Business Combinations”) and impairment of goodwill discussed above, no long-lived assets were remeasured at fair value on a nonrecurring basis during the periods presented.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Waldencast Prior to the Business Combination Sponsor Shares In January 2021, the Sponsor purchased 7,187,500 Class B ordinary shares for an aggregate purchase price of $0.025 million, or approximately $0.003 per share (the “sponsor shares”). In February 2021, the Sponsor transferred 20,000 Class B ordinary shares to each of the Company’s then-serving independent directors, Ms. Sarah Brown, Ms. Juliette Hickman, Ms. Lindsay Pattison and Mr. Zack Werner (the “Investor Directors”), resulting in the Sponsor holding 7,107,500 Class B ordinary shares. In March 2021, Waldencast effected a share capitalization resulting in the Sponsor holding an aggregate of 8,545,000 Class B ordinary shares. As such, the Sponsor and the Investor Directors collectively owned 20% of Waldencast’s issued and outstanding shares upon consummation of its IPO. In connection with the Business Combination, 8,625,000 sponsor shares held by the Sponsor and Investor Directors converted automatically, on a one-for-one basis, into one Class A ordinary share in accordance with their terms. Forward Purchase Agreements In connection with Waldencast’s IPO, in February 2021, the Sponsor and Zeno (a member of the Sponsor) entered into the Sponsor FPA, which was subsequently amended by the assignment and assumption agreement entered into by and between the Sponsor and Burwell in December 2021. Under the assignment and assumption agreement, Sponsor assigned, and Burwell assumed, all of the Sponsor’s rights and benefits under the Sponsor FPA, pursuant to which, Burwell and Zeno committed to subscribe for and purchase 16,000,000 Class A ordinary shares and 5,333,333 warrants for an aggregate commitment amount of $160.0 million in connection with the closing of Waldencast’s initial business combination. In addition, Beauty Ventures entered into the Third-Party FPA with Waldencast in March 2021, pursuant to which Beauty Ventures committed to subscribe for and purchase up to 17,300,000 Class A ordinary shares and up to 5,766,666 warrants for an aggregate commitment amount of $173.0 million, in connection with the closing of the Company’s initial business combination. Members of the Sponsor or their affiliates will begin to receive a twenty percent (20%) performance fee allocation on the return of the forward purchase securities in excess of the hurdle rate, calculated on the total return generated from forward purchase securities (whether by dividend, transfer or increase in value as measured from date of issuance), when the return of such securities (less the expenses of Beauty Ventures) underlying the Third-Party FPA exceeds a hurdle rate of five percent (5%) accrued annually until the fifth anniversary of the issuance of such securities. In the event of a transfer and subsequent sale of any forward purchase securities prior to such fifth anniversary, the performance fee for the period between such transfer and such fifth anniversary will be calculated based on the proceeds generated by such sale. The FPA investments were consummated substantially concurrently with the consummation of the Business Combination. Private Placement Warrants Simultaneously with the consummation of the IPO, the Sponsor purchased 5,933,333 Private Placement Warrants at a purchase price of $1.50 per private placement warrant, or $8.9 million in the aggregate. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share for $11.50 per share. The Private Placement Warrants may not be redeemed by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants: (i) are not redeemable by the Company, (ii) may be exercised for cash or on a cashless basis so long as they are held by the Sponsor or any of its permitted transferees and (iii) are entitled to registration rights (including the Class A ordinary shares issuable upon exercise of the private placement warrants). Additionally, the purchasers agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. In connection with the Business Combination, each of the 5,933,333 Private Placement Warrants converted automatically into a warrant to acquire one Class A ordinary share. Registration Rights The holders of the sponsor shares, Private Placement Warrants, and warrants that were issued upon conversion of the Working Capital Loan (as defined below) (and any Class A ordinary shares issuable upon (i) the exercise of the Private Placement Warrants, including the Working Capital Warrants (as defined below) and (ii) the conversion of the sponsor shares) are entitled to registration rights pursuant to a registration rights agreement dated March 15, 2021 (the “Legacy Registration Rights Agreement”) requiring the Company to register such securities for resale (in the case of the sponsor shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company is responsible for the expenses incurred in connection with the filing of any such registration statements. The Sponsor, the members of the Sponsor and certain of the Company’s shareholders, Obagi and Milk and certain of their respective affiliates entered into an amended and restated registration rights agreement, dated July 27, 2022, with the Company (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain Class A ordinary shares and our other securities that are held by the parties thereto from time to time, subject to the restrictions on transfer therein. The Registration Rights Agreement amended and restated the Legacy Registration Rights Agreement and terminates with respect to any party thereto, on the date that such party no longer holds any Registrable Securities (as defined therein). In August 2022, the Company filed a registration statement on Form F-1 to register up to 121,120,063 Class A ordinary shares, consisting of (i) 8,545,000 Class A ordinary shares converted from the sponsor shares; (ii) 80,000 Class A ordinary shares converted from the sponsor shares held by the Investor Directors; (iii) 20,000 Class A ordinary shares issued to Aaron Chatterley in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 of Regulation D promulgated thereunder, in connection with the consummation of the Business Combination; (iv) 28,237,506 Class A ordinary shares issued pursuant to the Obagi Merger Agreement; (v) 21,104,225 Class A ordinary shares issuable in exchange for 21,104,225 Class B ordinary shares pursuant to the Milk Equity Purchase Agreement; (vi) 11,800,000 Class A ordinary shares issued in the PIPE investments; (vii) 33,300,000 Class A ordinary shares issued pursuant to the FPAs; and (viii) 18,033,332 Class A ordinary shares issuable in respect of the private placement warrants, pursuant to the Registration Rights Agreement. Related Party Notes and Advances In January 2021, Waldencast issued a promissory note to the Sponsor (the “January Note”), pursuant to which Waldencast could borrow an aggregate principal amount of $0.3 million. The note was non-interest bearing and payable on the completion of the IPO. There were no borrowings outstanding under the note at the closing of the IPO. In August 2021, Waldencast issued a promissory note to the Sponsor, pursuant to which it could borrow up to an aggregate principal amount of $1,500,000 from the Sponsor (the “Working Capital Loan”). The note was non-interest bearing, unsecured and due and payable in full on the earlier of (x) March 18, 2023 and (y) the date Waldencast consummated its initial business combination. In October 2021, Waldencast drew down the entire available balance of the promissory note and the Sponsor deposited $1,500,000 in Waldencast’s operating bank account. As of the Closing Date, there was a total aggregate principal amount of $1,500,000 in outstanding borrowings under the Convertible Working Capital Note. In connection with the closing of Business Combination, the Sponsor elected to convert $1,500,000 of the Working Capital Loan balance into warrants at a price of $1.50 per warrant for a total of 1,000,000 warrants (the “Working Capital Warrants”). The Working Capital Warrants issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 of Regulation D promulgated thereunder. Borrowings under the Convertible Working Capital Note are no longer available. In addition, Waldencast issued working capital promissory notes to the Sponsor on (i) in May 2022, for up to $600,000 (“May Working Capital Note”) and (ii) July 2022, for up to $450,000 (“July Working Capital Note” and, together with May Working Capital Note, the “Non-Convertible Working Capital Notes”), in each case, for working capital purposes. As of the Closing Date, there was a total aggregate principal amount of $1,050,000 in outstanding borrowings under the Non-Convertible Working Capital Notes. In connection with the closing of Business Combination, the aggregate outstanding balance under the Non-Convertible Working Capital Notes of $1,050,000 was repaid to the Sponsor. Borrowings under the Non-Convertible Working Capital Notes are no longer available. Administrative Services Agreement Waldencast entered into an agreement whereby, commencing on March 15, 2021, through the earlier of the consummation of a business combination or a liquidation, Waldencast agreed to pay the Sponsor a monthly fee of $10,000 for office space, administrative, financial and support services. Waldencast incurred approximately $65,000 in administrative expenses under the agreement through the Closing Date, but ceased to incur these fees following the completion of the Business Combination. As of December 31, 2022 (Successor Period), the Company had $0.4 million in related party accounts payable in consolidated balance sheets. The Company ceased to incur these fees following the completion of the Business Combination. Lock-Up Agreements Pursuant to a Letter Agreement, dated March 15, 2021, between the initial shareholders of Waldencast Acquisition Corp. and Waldencast (the “Letter Agreement”), such shareholders agreed not to transfer, assign or sell any of their sponsor shares until the earlier to occur of: (A) one year after the Closing Date; and (B) following the Closing Date, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination or (y) the date on which it completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except with respect to permitted transferees) (the “Letter Agreement Lock-Up Provisions”). Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholders of Waldencast Acquisition Corp. with respect to any sponsor shares. Such Letter Agreement Lock-Up Provisions expired on July 27, 2023. In addition, pursuant to the Sponsor FPA, Burwell and Zeno agreed not to transfer, assign or sell any of their Class A ordinary shares according to the same Letter Agreement Lock-Up Provisions. Any permitted transferees would be subject to the same restrictions and other agreements as a purchaser under the Sponsor FPA. The Sponsor FPA lock-up period expired on July 27, 2023. Waiver and Agreement In connection with the consummation of the Business Combination, the Company waived certain provisions as contemplated by the Letter Agreement and certain other agreements related thereto (collectively, the “Waiver”), with respect to any securities held by an Insider (as defined in the Letter Agreement) as of the closing the Business Combination (the “Lock-Up Securities”) that would disallow a pledge by such Insider of the Lock-Up Securities in a transaction for the purpose of financing such Insider’s payment obligations owed in connection with the closing of the Business Combination. In connection with such Waiver, the Company entered into that certain Waiver and Agreement, dated as of July 25, 2022, with Burwell (the “Waiver and Agreement”), to permit a pledge by Burwell of its Lock-Up Securities to be used as a portion of the collateral under a loan to finance Burwell’s payment obligations under the Sponsor FPA in connection with the closing of the Business Combination. Pursuant to the terms of the Waiver and Agreement, in the event of a foreclosure, any such lenders or a collateral agents will be required to execute a joinder to the Letter Agreement pursuant to which they will be bound by the transfer restrictions of the Lock-Up Securities (including the foreclosure of or other exercise of remedies under any such loan documentation) in the Letter Agreement for the duration of such agreement. We also agreed to provide any such lender or collateral agent with customary registration rights in the event of default, foreclosure or other exercise of remedies following the respective Lock-Up Periods (as defined in the Letter Agreement). Indemnification Agreements In connection with the Business Combination, the Company entered into indemnification agreements with each of its directors. The indemnification agreements provide, to the fullest extent permitted under law, indemnification against all expenses, judgments, fines and amounts paid in settlement relating to, arising out of or resulting from an indemnitee’s status as a director, officer, employee, fiduciary or agent of the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity which such person is or was serving at the Company’s request as a director, officer, employee or agent. In addition, the indemnification agreements provide that the Company will advance, to the extent not prohibited by law, the expenses incurred by the indemnitee in connection with any proceeding, and such advancement will be made within thirty (30) days after the receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding. Transactions with Cedarwalk in connection with the Business Combination In connection with the Obagi China Distribution, the Company entered into an Intellectual Property License Agreement (the “IP License Agreement”), a Global Supply Services Agreement (the “Supply Agreement”), and a Transition Services Agreement (the “Transition Services Agreement”) with Obagi Hong Kong, which is owned by Cedarwalk, the former owner of Obagi and a beneficial holder of 24.5% of the Company’s fully diluted Class A ordinary shares as of the closing of the Business Combination. Under the IP License Agreement, the Company exclusively licenses intellectual property relating to the Obagi brand to the Obagi China Business, and the Company retains the rights to such intellectual property to conduct the Obagi-branded business worldwide except for the China Region. The Obagi China Business pays the Company a royalty of 5.5% of gross sales of licensed products. During the period from July 28 to December 31, 2022 (Successor Period) net revenue generated from related party royalties was $0.2 million. Under the Supply Agreement, the Company supplies or causes to be supplied through certain Obagi CMOs products for distribution and sale in the China Region by the Obagi China Business. The term of the Supply Agreement is perpetual, subject to termination for material breach and failure to cure or termination in the event that the IP License Agreement is terminated. The Company anticipates it will continue supplying the Obagi China Business with products at an agreed-upon markup, net of agreed-upon discounts as applicable until the Obagi China Business has been added as a party to Obagi’s CMO agreements, at which time it will then order directly from the CMOs. During the period from July 28 to December 31, 2022 (Successor Period) net revenue generated from supplying products to the Obagi China Business was $17.0 million and the related cost of goods sold was $5.1 million. As of December 31, 2022 (Successor Period), the Company had $0.3 million in related party accounts receivable from the Obagi China Business in the consolidated balance sheet. Under the Transition Services Agreement, the Company provided Obagi Hong Kong and its affiliates certain transition services to enable them to conduct the Obagi China Business as a going concern in the China Region. The transition services were provided for an initial term of up to twelve (12) months, with an option for Obagi China Business to extend the service period for up to an additional twelve (12) months solely as to certain R&D services. Obagi Hong Kong did not elect to extend the services and as a result the Transition Services Agreement expired on July 27, 2023. Services under the agreement were to be charged at the reasonable, fully-loaded costs of providing the services, but such services were to be provided at no charge for a certain period of time or up to a specified dollar value of services (the “Threshold Amount”). The Company determined that the Threshold Amount may be applied towards a combination of the Company’s services or inventory purchases made by the Obagi China Business under the Supply Agreement. Due to the fact that the Threshold Amount had not been reached at the time of expiration, the Company received no fees from the Obagi China Business during the period ended December 31, 2022 (Successor Period). Predecessor Operational Support Services Agreement In January 2018, Obagi Cosmeceuticals LLC (“Obagi Cosmeceuticals”) entered into an operational support services agreement with Obagi Holdings Company Limited (“Obagi Holdco”), Obagi Hong Kong and Obagi Shanghai Cosmeceuticals Co. Ltd., a subsidiary of Obagi Hong Kong (“Obagi Shanghai”), pursuant to which Obagi Cosmeceuticals provided certain services, including administrative and product related services, to the other signatories party thereto. The agreement terminated with respect to Obagi Hong Kong and Obagi Shanghai in connection with the Obagi China Distribution (as defined below). Under the agreement, which automatically renewed for a one-year term on January 1, 2021, Obagi Cosmeceuticals received service fees in an amount equal to the sum of its costs incurred in the performance of such services plus five percent (5%). Total service fees paid to Obagi Cosmeceuticals were $1.1, $3.5, $4.6 and $0.9 million for the 2022 Successor Period, 2022 Predecessor Period, for the year ended December 31, 2021 (Predecessor Period), and for the year ended December 31, 2020 (Predecessor Period), respectively. There were no service fees paid to Obagi Shanghai in the 2022 Successor Period, as the agreement was terminated upon closing of the Business Combination. Non-Exclusive Marketing Services Agreement In August 2019, Obagi Holdco and Obagi Shanghai entered into a non-exclusive marketing services agreement, pursuant to which Obagi Shanghai provided certain sales and marketing services to Obagi Holdco in the People’s Republic of China. Under the agreement, which terminated upon closing of the Business Combination, Obagi Shanghai received service fees in an amount equal to the sum of its costs incurred in the performance of such services plus five percent (5%). Total service fees paid to Obagi Shanghai were $2.1, $2.6 and $0.6 million for the 2022 Predecessor Period, for the year ended December 31, 2021 (Predecessor Period), and for the year ended December 31, 2020 (Predecessor Period), respectively. Registration with National Medical Products Administration in China In June 2020, Cedarwalk paid approximately $4.1 million to register Obagi’s products with the National Medical Products Administration in China in exchange for 8,000,000 shares of Obagi common stock. This non-cash capital contribution was recorded as additional paid-in capital in Obagi’s consolidated statements of shareholders’ equity for the year ended December 31, 2020. Obagi China Distribution As a condition to the Obagi Merger Agreement, prior to the Closing Date, Obagi Holdco distributed to Obagi and then Obagi distributed to Cedarwalk all of the issued and outstanding shares of capital stock of Obagi Hong Kong and certain related assets pursuant to distribution agreements in the Obagi China Distribution, as discussed in “Note 4. Business Combinations.” The Obagi China Business had been conducted through Obagi Hong Kong and its subsidiaries. Milk Milk subleases from Milk Studios Los Angeles LLC certain space in Los Angeles, CA on a month-to-month basis. Milk primarily uses these facilities for corporate offices and as an in-house studio. During the period from July 28 to December 31, 2022 (Successor Period), the Company incurred administrative fees of $0.1 million, which is recorded in SG&A expenses in consolidated statements of operations and comprehensive loss.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Work in process	$ 11,138	$ 1,569
Finished goods	43,246	20,042
Total inventory	$ 54,384	$ 21,611

RESTATEMENT AND RECLASSIFICATIONS

12 Months Ended

Dec. 31, 2022

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT AND RECLASSIFICATIONS

Restatement of Previously Issued Financial Statements

During the year ended December 31, 2023, management of the Company (“Management”) and the audit committee of the Company’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 (the “SA 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 consolidated financial statements as of December 31, 2021 and for the years ended December 31, 2021 and 2020 (Predecessor Periods) as described below.

As a result, the Company has restated the accompanying consolidated balance sheet as of December 31, 2021 (Predecessor Period) and consolidated statements of operations and comprehensive loss, cash flows, and shareholders’ equity for the years ended December 31, 2021 and 2020 (Predecessor Periods) from amounts previously reported.

Description of Restatement Adjustments

A summary of the restatement adjustments are as follows:

(a)Net revenue – The Company identified misstatements primarily relating to distributor fees and the recognition of revenue from three of Obagi’s distributors: the SA Distributor, Obagi’s exclusive supplier for the physician-dispensed channel in the U.S. (“Physician Channel Provider”), and the distributor for Obagi’s U.S. e-commerce platforms (“U.S. Online Marketplace Distributor”). The following table summarizes the impact of the restatement to net revenue:


(In thousands)	Year ended December 31, 2021		Year ended December 31, 2020
Distributor fees for services (1)	$	(39,146)	$	—
SA Distributor (2)	(14,220)		1,709
Physician Channel Provider (3)	(8,191)		8,591
US Online Marketplace Distributor (4)	(1,773)		60
Other adjustments (5)	(267)		(77)
Total net revenue adjustments	$	(63,597)	$	10,283

5.Other net revenue adjustments – Other net revenue adjustments were individually and in the aggregate insignificant for the years ended December 31, 2021 and 2020 (Predecessor Periods).

(b)Cost of goods sold – The following table summarizes the impact of the restatement to cost of goods sold:


(In thousands)	Year ended December 31, 2021		Year ended December 31, 2020

Physician Channel Provider (1)	$	374	$	2,552
Inventory obsolescence provision (2)	(583)		665
Other - adjustments (3)	1,882		1,254
Total net cost of goods sold adjustments	$	1,673	$	4,471

(c)SG&A expenses – The following table summarizes the impact of the restatement to SG&A expenses:


(In thousands)	Year ended December 31, 2021		Year ended December 31, 2020
Distributor fees for services (1)	$	(37,075)	$	—
Physician Channel Provider (2)	(7,065)		(4,891)
Computer software (3)	1,323		472
Prepaid expenses (4)	(732)		1,827
Other - adjustments (5)	(974)		(546)
Total SG&A adjustments	$	(44,523)	$	(3,138)

3.Computer software – As described below in (j), the Predecessor historically capitalized certain computer software expenses that should have been expensed as incurred. This adjustment resulted in

understatements of SG&A expenses of $1.3 million and $0.5 million for the years ended December 31, 2021 and 2020 (Predecessor Periods), respectively.

(d)R&D expenses

1.Distributor fees for services – As described above in (a)1, the Predecessor had incorrectly recorded fees for certain services in R&D expenses as opposed to a reduction to net revenue, which caused an overstatement of R&D expenses.

2.Prepaid expenses – As described below in (h), Obagi should have expensed certain costs that were previously capitalized related to R&D activities. These misstatements resulted in understatements of R&D expenses of $1.2 million and $0.5 million for the years ended December 31, 2021 and 2020 (Predecessor Periods), respectively.

3.Other R&D expense – The other R&D expense misstatements were individually and in the aggregate insignificant for the years ended December 31, 2021 and 2020 (Predecessor Periods).

(e)Other expenses (income), net - As described above in (a)4, the Predecessor did not adjust the transaction price for a significant financing component in its contract with the U.S. Online Marketplace Distributor.

(f)Accounts receivable, net – The following table summarizes the impact of the restatement to accounts receivable, net:


(In thousands)	As of December 31, 2021
SA Distributor (1)	$	(24,821)
Physician Channel Provider (2)	(14,796)
Uncollectible loan receivable (3)	(2,500)
Other adjustments (4)	(2,512)
Total accounts receivable, net adjustments	$	(44,629)

1.SA Distributor – As described above in (a)2, the Company restated revenue for products sold to the SA Distributor and adjusted the overstatement of accounts receivable, net.

2.Physician Channel Provider – As described above in (a)3, the Company restated revenue for products sold in the DTP channel and adjusted the overstatement of accounts receivable, net.

(g)Inventories – The following table summarizes the impact of the restatement to inventories:


(In thousands)	As of December 31, 2021
Physician Channel Provider (1)	$	2,029
Inventory obsolescence provision (2)	(82)
Other adjustments (3)	325
Total net inventory adjustments	$	2,272

(h) Prepaid Expenses

1.Marketing costs – The Predecessor capitalized and amortized certain expenses related to marketing activities that did not meet the criteria for capitalization. Obagi should have expensed these items in the periods in which the expenses were incurred. This resulted in an overstatement to prepaid expenses of $2 million as of December 31, 2021 (Predecessor Period).

2.R&D – The Predecessor capitalized and amortized certain expenses related to R&D activities. Obagi should have expensed these items in the periods in which the expenses were incurred. This resulted in an overstatement of prepaid expenses of $1.1 million as of December 31, 2021 (Predecessor Period).

3.Other prepaid expense adjustments – The other prepaid expense misstatements were individually and in the aggregate insignificant as of December 31, 2021 (Predecessor Period).

(i)Other current assets – The other current assets misstatements were individually and in the aggregate insignificant as of December 31, 2021 (Predecessor Period).

(j)Property and equipment, net – The Predecessor historically capitalized certain internal use software costs that did not meet the criteria for capitalization. Obagi should have recorded these expenses in the periods in which they were incurred. This resulted in an overstatement of property and equipment, net of $2.4 million as of December 31, 2021 (Predecessor Period), however it had an insignificant impact on depreciation expense for the years ended December 31, 2021 and 2020 (Predecessor Periods).

(k)Other non-current assets – As described above in (h), the Predecessor historically capitalized prepaid expenses and included the long-term portion of such expenses in other non-current assets. Obagi should have recognized these expenses in the periods in which they were incurred. This resulted in an overstatement of other non-current assets of $1.2 million as of December 31, 2021 (Predecessor Period).

(l)Accounts payable – The Predecessor historically did not appropriately accrue for certain costs incurred in the period. These misstatements were individually insignificant, but in the aggregate resulted in an understatement of accounts payable of $1.3 million as of December 31, 2021.

(m)Other current liabilities

1.Deferred revenue – As described above in (a)4, the Company identified misstatements to revenue recognized for the SA Distributor and the U.S. Online Marketplace Distributor. Obagi should have recorded deferred revenue for payments received in advance of the revenue recognition. These adjustments resulted in an understatement of other current liabilities of $0.7 million as of December 31, 2021 (Predecessor Period).

2.Accrued payroll and related expenses – The Company identified misstatements to accrued liabilities for employee related compensation matters and other expenses. This resulted in an understatement of other current liabilities of $0.2 million as of December 31, 2021 (Predecessor Period).

3.Accrued distribution service fees – The Company identified misstatements to accrued distribution service fees which should have been classified as contra-accounts receivable. This resulted in an overstatement of other current liabilities of $1.2 million as of December 31, 2021 (Predecessor Period).

(n) Tax Accounting – The Company recalculated its income tax expense and related liabilities as a result of the restatements. The tax impact of the restatements was a decrease to income tax expense of $1.7 million and an increase to income tax expense of $1.7 million for the years ended December 31, 2021 and 2020 (Predecessor Periods), respectively. There was no impact to the balance sheet as of December 31, 2021 (Predecessor Period).

(o) Accumulated Deficit – The cumulative impact of the restatement adjustments for the previously reported periods increased accumulated deficit by approximately $37.3 million as of January 1, 2020. The effects of the restatement adjustment to opening accumulated deficit as of January 1, 2020 primarily relates to restatement adjustments associated with the SA Distributor, the Physician Channel Provider, U.S. Online Marketplace Distributor, and prepaid expenses as described above in (a)2, (a)3, (a)4, and (h), respectively.

Reclassifications

In an effort to enhance the clarity of financial information for users of these financial statements, the Company has elected to make certain reclassifications to its consolidated statements of operations and comprehensive loss. As such, certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassification changes do not constitute errors because they represent changes in presentation from one acceptable method to another acceptable method under U.S. GAAP.

Description of Reclassifications

The categories of the reclassification adjustments and their impact on previously reported consolidated financial statements are described below:

(p) The Company chose to reclassify depreciation and amortization expenses presented historically in the Predecessor Periods as a separate line item to cost of goods sold and SG&A expenses. Depreciation expense of property and equipment was reclassified to SG&A expenses and amortization expense of product-related intangible assets (e.g., supply agreement, formulations) was reclassified to cost of goods sold. These reclassifications align the historical presentation in the Predecessor Periods to the Successor Period presentation in the consolidated statement of operations and comprehensive loss.

Cost of goods sold – The following table summarizes the impact of the reclassification adjustments to cost of goods sold:


(In thousands)	Year ended December 31, 2021		Year ended December 31, 2020
Amortization of intangible assets	$	4,656	$	4,656

(q) The Company chose to reclassify amounts related to the effect of foreign exchange rates on cash and cash equivalents and present them as a separate line item from the change in cash, cash equivalents and restricted cash.

(r) The Company previously did not present gross profit. The Company has changed the presentation in its statement of operations to present gross profit, which resulted in cost of goods sold being reclassified from being grouped with other operating expenses to being part of the separate gross profit presentation.

Consolidated Financial Statement Adjustments Tables

The following tables present the effects of the restatement and reclassification adjustments to the previously issued consolidated financial statements.

CONSOLIDATED BALANCE SHEET

(In thousands of U.S. dollars, except share and per share data)


	December 31, 2021
	Predecessor (Obagi)
	As Reported		Restatement Adjustments		Restatement Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,794	$	—		$	12,794
Restricted cash	650		—			650
Accounts receivable, net	63,367		(44,629)		f	18,738

Inventories	19,339		2,272		g	21,611
Prepaid expenses	7,944		(2,979)		h	4,965
Other current assets	335		(56)		i	279
Total current assets	104,429		(45,392)			59,037
Property and equipment, net	3,584		(2,386)		j	1,198
Intangible assets, net	79,574		—			79,574
Goodwill	44,489		—			44,489


Other non-current assets	1,497		(1,209)		k	288
TOTAL ASSETS	$	233,573	$	(48,987)		$	184,586
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	11,375	$	1,305	l	$	12,680


Current portion of long-term debt	15,382		60		n.m.	15,442
Other current liabilities	12,983		(300)		m	12,683
Total current liabilities	39,740		1,065			40,805
Long-term debt, net	103,423		—			103,423


Deferred income tax liabilities	548		—			548
Other non-current liabilities	572		(1)		n.m.	571
TOTAL LIABILITIES	144,283		1,064			145,347

SHAREHOLDERS' EQUITY:
Predecessor common shares, 25,000,000 shares authorized; $0.50 par value, 8,000,002 shares issued and outstanding as of December 31, 2021	4,000		—			4,000



Additional paid-in capital	100,113		—			100,113
Accumulated deficit	(14,798)		(50,051)		o	(64,849)
Accumulated other comprehensive loss	(25)		—			(25)
TOTAL SHAREHOLDERS' EQUITY	89,290		(50,051)			39,239


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	233,573	$	(48,987)		$	184,586

n.m. - not meaningful

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS)

(In thousands of U.S. dollars, except share and per share data)


	Year ended December 31, 2021
	Predecessor (Obagi)
	As Reported		Reclassification		Restatement Adjustments		Restatement Reference	As Restated
Net revenue	$	206,069	$	—	$	(63,597)	a	$	142,472
Cost of goods sold			53,364		1,673		b,p,r	55,037
Gross profit							r	$	87,435
Cost of goods sold	48,708		(48,708)		—		r	—
Selling, general and administrative	118,243		9,248		(44,523)		c,p	82,968
Research and development	6,991		—		(899)		d,a(1)	6,092
Depreciation and amortization	14,053		(13,904)		(149)		j,p	—
Total operating expenses	$	187,995	$	(53,364)	$	(45,571)		$	89,060
Operating (loss) income	$	18,074	$	—	$	(19,699)		$	(1,625)
Interest expense, net	11,156		—		(38)		n.m.	11,118
Loss on extinguishment of debt	2,317		—		—			2,317
Gain on PPP Loan forgiveness	(6,824)		—		—			(6,824)
Loss on write-off of loan receivable	—		—		2,555		f	2,555
Other expenses (income), net	194		—		(1,011)		e	(817)
Total other (income) expenses, net	$	6,843	$	—	$	1,506		$	8,349
(Loss) income before income taxes	11,231		—		(21,205)			(9,974)
Income tax (benefit) expense	11,301		—		(1,699)		n	9,602
Net loss	$	(70)	$	—	$	(19,506)		$	(19,576)


Net loss per common share:
Basic and diluted	$	(0.01)			$	(2.44)		$	(2.45)

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


Net loss	$	(70)	$	—	$	(19,506)		$	(19,576)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	(32)		—		—			(32)
Comprehensive loss	$	(102)	$	—	$	(19,506)		$	(19,608)

n.m. - not meaningful

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands of U.S. dollars, except share and per share data)


	Year ended December 31, 2020
	Predecessor (Obagi)
	As Reported		Reclassification		Restatement Adjustments		Restatement Reference	As Restated
Net revenue	$	84,145	$	—	$	10,283	a	$	94,428
Cost of goods sold			24,625		4,471		b,p,r	29,096
Gross profit							r	$	65,332
Cost of goods sold	19,969		(19,969)		—		r	—
Selling, general and administrative	54,794		8,765		(3,138)		c,p	60,421
Research and development	3,929		—		454		d	4,383
Depreciation and amortization	13,426		(13,421)		(5)		j,p	—
Total operating expenses	$	92,118	$	(24,625)	$	(2,689)		$	64,804
Operating (loss) income	$	(7,973)	$	—	$	8,501		$	528
Interest expense, net	6,281		—		—			6,281
Other expenses (income), net	11		—		—			11
Total other (income) expenses, net	$	6,292	$	—	$	—		$	6,292
(Loss) income before income taxes	(14,265)		—		8,501			(5,764)
Income tax (benefit) expense	(5,094)		—		1,700		n	(3,394)
Net loss	$	(9,171)	$	—	$	6,801		$	(2,370)

Net loss per share common share:
Basic and diluted	$	(1.14)			$	0.84		$	(0.30)

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


Net loss	$	(9,171)	$	—	$	6,801		$	(2,370)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	16		—		—			16
Comprehensive loss	$	(9,155)	$	—	$	6,801		$	(2,354)

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands of U.S. dollars)


	Year ended December 31, 2021
	Predecessor (Obagi)
	As Reported		Restatement Adjustments		Restatement Reference	As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(70)	$	(19,506)		$	(19,576)
Adjustments to reconcile net loss to net cash
Cash (used in) provided by operating activities:
Depreciation and amortization	14,053		(149)		j	13,904
Loss on extinguishment of debt	2,317		—			2,317
Gain on PPP Loan forgiveness	(6,824)		—			(6,824)
Amortization of debt issuance costs	1,179		(40)		n.m.	1,139
Deferred income taxes	11,073		(1,699)		n	9,374
Loss on disposal of equipment	52		—			52
Loss on write-off of loan receivable	—		2,555		f	2,555
Changes in operating assets and liabilities:
Accounts receivable	(23,790)		18,733		f	(5,057)
Inventories	(5,359)		(651)		g	(6,010)
Prepaid expenses	(2,654)		1,557		h	(1,097)
Other current assets and other assets	2,323		(1,711)		i,k	612
Accounts payable	8,495		1,152		l, q	9,647
Other current liabilities and other liabilities	4,275		(1,782)		m	2,493
Net cash (used in) provided by operating activities	$	5,070	$	(1,541)		$	3,529
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(937)		74		n.m.	(863)
Capital expenditure on property and equipment	(1,923)		1,499		j	(424)
Advances for note receivable	(2,500)		—			(2,500)
Net cash used in investing activities	$	(5,360)	$	1,573		$	(3,787)
CASH FLOWS FROM FINANCING ACTIVITIES:






Net cash provided by financing activities	$	5,162	$	—		$	5,162
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	4,872	$	32	q	$	4,904
Effect of foreign exchange rates on cash and cash equivalents	—		(32)		q	(32)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	$	8,572	$	—		$	8,572
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	13,444	$	—		$	13,444

SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes	$	—	$	—		$	—
Interest	10,014		—			10,014

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals	$	97	$	(11)	j	$	86

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands of U.S. dollars)


	Year ended December 31, 2020
	Predecessor (Obagi)
	As Reported		Restatement Adjustments		Restatement Reference	As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,171)	$	6,801		$	(2,370)
Adjustments to reconcile net loss to net cash
Cash (used in) provided by operating activities:
Depreciation and amortization	13,426		(5)		j	13,421
Amortization of debt issuance costs	798		—			798
Deferred income taxes	(4,743)		1,699		n	(3,044)
Changes in operating assets and liabilities:
Accounts receivable	(961)		(15,700)		f	(16,661)
Inventories	1,593		2,848		g	4,441
Prepaid expenses	(2,150)		231		h	(1,919)
Other current assets and other assets	(998)		2,157		i,k	1,159
Accounts payable	(7,523)		132		l	(7,391)
Other current liabilities and other liabilities	2,478		1,657		m	4,135
Net cash (used in) provided by operating activities	$	(7,251)	$	(180)		$	(7,431)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(652)		(1)			(653)
Capital expenditure on property and equipment	(1,235)		181		j	(1,054)
Net cash used in investing activities	$	(1,887)	$	180		$	(1,707)
CASH FLOWS FROM FINANCING ACTIVITIES:






Net cash provided by financing activities	$	14,319	$	—		$	14,319
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	5,181	$	—		$	5,181

CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	$	3,391	$	—		$	3,391
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	8,572	$	—		$	8,572

SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes	$	9	$	—		$	9
Interest	5,449		—			5,449

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals	$	186	$	(186)	j	$	—
Capital contribution of trademarks	4,058		—			4,058

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives (Details)	Dec. 31, 2022
Computer hardware and software
Property, Plant and Equipment [Line Items]
ESTIMATED USEFUL LIVES	3 years
Furniture and fixture \| Minimum
Property, Plant and Equipment [Line Items]
ESTIMATED USEFUL LIVES	3 years
Furniture and fixture \| Maximum
Property, Plant and Equipment [Line Items]
ESTIMATED USEFUL LIVES	5 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
ESTIMATED USEFUL LIVES	3 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
ESTIMATED USEFUL LIVES	5 years
Gondolas
Property, Plant and Equipment [Line Items]
ESTIMATED USEFUL LIVES	3 years

RESTATEMENT AND RECLASSIFICATIONS - Summary of Accounts Receivable, Net Restatement Adjustments (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total accounts receivable, net adjustments			$ 18,738
Loss on write-off of loan receivable	$ 0	$ 0	2,555	$ 0
Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total accounts receivable, net adjustments			(44,629)
Loss on write-off of loan receivable			2,555
Misstatement of Revenue Recognition Timing \| Restatement Adjustments \| SA Distributor
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total accounts receivable, net adjustments			(24,821)
Misstatement of Revenue Recognition Timing and Payments Recorded for Services \| Restatement Adjustments \| Physician Channel Provider
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total accounts receivable, net adjustments			(14,796)
Misstatement of Loss On Forgiveness of Uncollectible Loan Receivable \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total accounts receivable, net adjustments			(2,500)
Loss on write-off of loan receivable			2,600
Other adjustments \| Restatement Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total accounts receivable, net adjustments			$ (2,512)

SUCCESSOR CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) - Condensed Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2020	Oct. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 8,693	$ 12,794
Total current assets	91,043	59,037
TOTAL ASSETS	1,090,075	184,586
CURRENT LIABILITIES:
Derivative warrant liabilities	18,311	0
TOTAL LIABILITIES	290,177	$ 145,347
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)		$ 0.50
Common shares authorized (in shares)		25,000,000	25,000,000	50,000
Common shares outstanding (in shares)		8,000,002
Successor ordinary shares		$ 4,000
Additional paid-in capital	796,038	100,113
Accumulated deficit	(156,780)	(64,849)
Accumulated other comprehensive income (loss)	(29)	(25)
TOTAL CONTROLLING SHAREHOLDERS' EQUITY	639,239	39,239
Noncontrolling Interest	160,659	0
TOTAL SHAREHOLDERS' EQUITY	799,898	39,239
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 1,090,075	$ 184,586
Class A Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)	$ 0.0001
Common shares authorized (in shares)	1,000,000,000
Common shares outstanding (in shares)	86,460,560
Successor ordinary shares	$ 8
Class B Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)	$ 0.0001
Common shares authorized (in shares)	100,000,000
Common shares outstanding (in shares)	21,104,225
Successor ordinary shares	$ 2
Parent Company
CURRENT ASSETS:
Cash and cash equivalents	3,215
Total current assets	3,215
Investment in subsidiary	823,936
TOTAL ASSETS	827,151
CURRENT LIABILITIES:
Intercompany payables	8,942
Derivative warrant liabilities	18,311
TOTAL LIABILITIES	27,253
SHAREHOLDERS’ EQUITY:
Additional paid-in capital	796,038
Accumulated deficit	(156,780)
Accumulated other comprehensive income (loss)	(29)
TOTAL CONTROLLING SHAREHOLDERS' EQUITY	639,239
Noncontrolling Interest	160,659
TOTAL SHAREHOLDERS' EQUITY	799,898
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 827,151
Parent Company \| Class A Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)	$ 0.0001
Common shares authorized (in shares)	1,000,000,000
Common shares outstanding (in shares)	86,460,560
Successor ordinary shares	$ 8
Parent Company \| Class B Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)	$ 0.0001
Common shares authorized (in shares)	1,000,000,000
Common shares outstanding (in shares)	21,104,225
Successor ordinary shares	$ 2

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 11,256	$ 1,876
Less accumulated depreciation	(2,928)	(678)
Property and equipment, net	8,328	1,198
Computer hardware, software and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	944	752
Furniture and fixture
Property, Plant and Equipment [Line Items]
Total property and equipment	724	0
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	608	70
Internally developed software
Property, Plant and Equipment [Line Items]
Total property and equipment	889	1,041
Gondolas
Property, Plant and Equipment [Line Items]
Total property and equipment	6,040	0
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,051	$ 13

GOODWILL

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

The Company allocated goodwill acquired in the Obagi Merger to its Obagi Skincare reportable segment and goodwill acquired in the Milk Transaction to its Milk Makeup segment. The fair value of each reporting unit was determined as of the Closing Date as part of the Business Combination (see “Note 4. Business Combinations”). The following table presents changes in goodwill by reportable segment:


(In thousands)	Obagi Skincare		Milk Makeup		Total Goodwill
Balance as of December 31, 2021 and 2020 (Predecessor)	$	44,489	—		$	44,489
Elimination of Predecessor goodwill	(44,489)		—		(44,489)
Obagi and Milk Business Combinations	268,263		135,072		403,335
Impairment loss	(68,715)		—		(68,715)
Balance as of December 31, 2022 (Successor)	$	199,548	$	135,072	$	334,620

The Company evaluates goodwill for impairment on an annual basis on October 1st and at an interim date if indicators of a potential impairment exist. The goodwill impairment test is conducted at the reporting unit level. The fair value of the Company’s reporting units is determined using a combination of the discounted cash flow method under the income approach and the guideline public company method under the market approach. Fair value estimates result from a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by management as of the measurement date. Under the discounted cash flow method, fair value is determined by discounting the estimated future cash flows of each reporting unit, which includes the Company’s most recent projected long-term financial forecasts for revenue, earnings, capital expenditures and working capital. The discount rate used is intended to reflect the risks inherent in the future cash flows of the respective reporting unit. Under the guideline public company method, fair value is estimated using market multiples of various financial metrics observed for the reporting unit’s comparable public companies.

The annual impairment test performed for fiscal 2020 and 2021 (Predecessor Period) and fiscal 2022 (Successor Period) did not indicate an impairment of goodwill at the time they were performed. However, subsequent to the Business Combination (see “Note 4. Business Combinations”), the Company concluded that qualitative factors and relevant events and circumstances indicated it was more likely than not that the fair value of the Obagi Skincare reporting segment was less than its carrying amount. This included a decline in financial performance of the Obagi Skincare reporting unit compared to results projected at the time of acquisition, primarily as a result of the subsequent identification of the matters underlying the restatements adjustments, see “Note 2. Restatement and Reclassifications.” Therefore, the Company performed a quantitative goodwill impairment test for the associated reporting unit. As a result, during the Successor Period ended December 31, 2022, the Company recorded a non-cash impairment charge of $68.7 million within the Obagi Skincare reportable segment.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Emerging Growth Company—Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents—The Company considers highly liquid investments with an initial maturity of three months or less to be cash and cash equivalents.

Obsolete, Scrap and Expired Inventory

Sales Returns

Historically, the Company has not experienced a material amount of product returns.

Warrant Liabilities

•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Prepaid Inventory

Prepaid Marketing and Advertising


			ESTIMATED USEFUL LIVES
Computer hardware and software			3 years
Furniture and fixtures			3 - 5 years
Machinery and equipment			3 - 5 years
Gondolas			3 years
Leasehold improvements			Lesser of useful life or term of lease

Product Sales

sales and sales to physicians through the Physician Channel Provider, control transfers upon shipment to the end consumer or physician.

Shipping and Handling

Promotional Products

Royalties

Costs to Obtain a Contract with a Customer

Other

contingent on the further development of the asset after acquisition date (i.e., the asset can be used in an alternative manner in the condition in which it existed at the acquisition date).

Advertising—Advertising costs are expensed in the period in which they are incurred. Total advertising costs, included in SG&A expense on the consolidated statements of operations and comprehensive loss, were $11.7 million, $6.8 million, $9.2 million and $5.9 million for the period from July 28 to December 31, 2022 (Successor Period), the period from January 1 to July 27, 2022 (Predecessor Period) and the years ended December 31, 2021 and 2020 (Predecessor Periods), respectively.

Stock-Based Compensation—The Company measures the cost of share-based awards granted to eligible employees, directors, and consultants based on the grant-date fair value of the awards.

Replacement Options

Founder Awards

Restricted Stock

The fair value of restricted stock is equal to the price of the Company’s ordinary shares on the grant date.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for interest and penalties as of December 31, 2022 (Successor Period), or December 31, 2021 and 2020 (Predecessor Periods).

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Standards, Not Yet Adopted