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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 21,089	$ 8,693
Restricted cash	1,487	1,470
Inventories	55,684	54,384
Prepaid expenses	5,277	6,273
Other current assets	1,359	679
Total current assets	107,327	91,043
Property and equipment, net	5,931	8,328
Intangible assets, net	582,863	639,165
Goodwill	334,620	334,620
Right-of-use asset, net	11,589	16,384
Other non-current assets	380	535
TOTAL ASSETS	1,042,710	1,090,075
CURRENT LIABILITIES:
Current portion of lease liabilities	2,400	2,041
Current portion of long-term debt	8,529	20,095
Other current liabilities (including related party liability of $5,856 and $9,914 as of December 31, 2023 (Successor Period) and December 31, 2022 (Successor Period), respectively)	23,698	26,123
Total current liabilities	62,714	72,505
Long-term debt, net	151,264	159,229
Derivative warrant liabilities	28,647	18,311
Long-term lease liabilities	15,531	17,882
Deferred income tax liabilities	15,229	22,250
Other non-current liabilities	52	0
TOTAL LIABILITIES	273,437	290,177
COMMITMENTS AND CONTINGENCIES (NOTE 17)
SHAREHOLDERS’ EQUITY:
Additional paid-in capital	871,527	796,038
Retained earnings	(246,761)	(156,780)
Accumulated other comprehensive income (loss)	(151)	(29)
TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	624,626	639,239
Noncontrolling interest	144,647	160,659
TOTAL SHAREHOLDERS' EQUITY	769,273	799,898
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	1,042,710	1,090,075
Nonrelated Party
CURRENT ASSETS:
Accounts receivable, net	21,330	19,259
CURRENT LIABILITIES:
Accounts payable	28,069	23,873
Related Party
CURRENT ASSETS:
Accounts receivable, net	1,101	285
CURRENT LIABILITIES:
Accounts payable	18	373
Other current liabilities (including related party liability of $5,856 and $9,914 as of December 31, 2023 (Successor Period) and December 31, 2022 (Successor Period), respectively)	5,856	9,914
Class A Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares	9	8
Class B Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares	$ 2	$ 2

GOODWILL

12 Months Ended

Dec. 31, 2023

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 3. 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 (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

Balance as of December 31, 2023 (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 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 3. 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. Therefore, the Company performed a quantitative goodwill impairment test for the associated reporting unit. As a result, during the period ended December 31, 2022 (Successor Period), the Company recorded a non-cash impairment charge of $68.7 million within the Obagi Skincare reportable segment.

The Company performed its annual goodwill impairment analysis using the quantitative approach on October 1, 2023, and the analysis did not indicate there was an impairment of goodwill. Therefore, no impairment of goodwill was recorded during the year ended December 31, 2023 (Successor Period).

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, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Impairment loss	$ 68,715	$ 0	$ 0	$ 68,715	$ 0
Obagi Skincare
Goodwill [Line Items]
Impairment loss	$ 68,700		$ 0	$ 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
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-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 4: http://www.xbrl.org/2003/role/disclosureRef
-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 5: http://www.xbrl.org/2003/role/disclosureRef
-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 6: http://www.xbrl.org/2003/role/disclosureRef
-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 7: http://www.xbrl.org/2003/role/disclosureRef
-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 8: http://www.xbrl.org/2003/role/disclosureRef
-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 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

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, 2023	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (95,567)	$ (21,057)	$ (89,981)	$ (19,576)
Cash (used in) provided by operating activities:
Change in fair value of derivative warrant liabilities	(6,793)	0	10,337	0
Net cash (used in) provided by operating activities	(74,977)	(10,037)	(29,775)	3,529
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from trust	44,883	0	0	0
Net cash (used in) provided by investing activities	(544,367)	(909)	(1,994)	(3,787)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PIPE investments	118,000	0	70,000	0
Payment of PIPE transaction costs	0	0	(1,068)	0
Distribution to pay withholding taxes	0	0	(1,204)	0
Net cash (used in) provided by financing activities	629,465	3,883	44,329	5,162
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	10,121	(7,063)	12,560	4,904
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	6,477	13,444	10,163	8,572
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	10,163	6,477	22,576	$ 13,444
Parent Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	(95,567)		(89,981)
Cash (used in) provided by operating activities:
Equity in income of subsidiaries	102,379		78,399
Change in fair value of derivative warrant liabilities	(6,793)		10,337
Net cash (used in) provided by operating activities	19		(1,245)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from trust	6,400		0
Net cash (used in) provided by investing activities	6,400		0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PIPE investments	0		70,000
Payment of PIPE transaction costs	0		(1,069)
Distribution to pay withholding taxes	0		(1,204)
Transfers from subsidiaries	6,000		30,575
Transfers to subsidiaries	(300)		(66,250)
Expenses paid on behalf of subsidiaries	(8,982)		(33,603)
Net cash (used in) provided by financing activities	(3,282)		(1,551)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3,137		(2,796)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	78		3,215
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$ 3,215	$ 78	$ 419

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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, 2023 (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	$	61	$	—	$	61	$	—
Liabilities:
Derivative warrant liabilities - Public	$	11,155	$	11,155	$	—	$	—
Derivative warrant liabilities - Private	$	17,492	$	—	$	17,492	$	—


	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	$	—

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 5. 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 3. 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

DEBT - Narrative (Details) - USD ($)			1 Months Ended	12 Months Ended
DEBT - Narrative (Details) - USD ($)	Apr. 26, 2024	Jun. 30, 2022	Aug. 31, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Unamortized debt issuance costs		$ 6,300,000		$ 3,050,000		$ 5,445,000
Current portion of long-term debt				8,529,000		20,095,000
Accrued interest				1,400,000
2022 Term Loan
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Current portion of long-term debt				8,800,000
Debt issuance cost, current				$ 1,200,000
2022 Term Loan \| Line of Credit
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Interest rate				8.60%
2022 Term Loan \| Line of Credit \| Variable Rate Component One \| Alternate Base Rate
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt instrument, rate		2.50%		7.90%
2022 Term Loan \| Line of Credit \| Variable Rate Component Two \| Secured Overnight Financing Rate (SOFR)
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt instrument, rate		0.10%
2022 Term Loan \| Line of Credit \| Variable Rate Component Three \| Applicable Rate
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt instrument, rate		3.50%
2022 Revolving Credit Facility
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Current portion of long-term debt				$ 0
Debt issuance cost, current				900,000
2022 Credit Agreement
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Long-term debt				162,843,000
Secured Debt \| 2022 Term Loan \| Line of Credit
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt		$ 7,500,000		100,000
Maximum borrowing capacity		$ 175,000,000.0
Long-term debt				161,875,000		170,652,000
Revolving Credit Facility \| 2022 Term Loan \| Line of Credit
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt term		4 years
Revolving Credit Facility \| 2022 Revolving Credit Facility \| Line of Credit
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Maximum borrowing capacity		$ 45,000,000.0
Long-term debt				$ 0		$ 14,117,000
Interest rate				8.70%
Minimum liquidity covenant					$ 15,000,000.0
Revolving Credit Facility \| 2022 Revolving Credit Facility \| Line of Credit \| Subsequent Event
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Maximum borrowing capacity	$ 45,000,000
Minimum liquidity covenant	10,000,000
Decrease in revolving commitments	$ 5,000,000
Note Payable \| D&O Insurance
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Debt			$ 2,400,000
Monthly principal and interest payments			$ 200,000
Debt term			10 months
Annual interest rate			8.20%

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, 2023	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 218,138	$ 142,472
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	90,385	70,729	213,116	136,759
UNITED STATES \| Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	54,300	43,800	145,300	76,700
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	58,600	58,800
Spa Channel Distributor
Disaggregation of Revenue [Line Items]
Net revenue	$ 300	$ 400	$ 1,500	$ 3,600
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Customer One
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	29.00%	44.00%	28.00%	44.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Customer Two
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	18.00%	20.00%	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%

INTANGIBLE ASSETS—NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 663,598	$ 663,208
Accumulated Amortization	(80,735)	(24,043)
Net Carrying Amount	$ 582,863	$ 639,165
Trademark and trade name
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	14 years	14 years
Gross Carrying Amount	$ 559,644	$ 559,328
Accumulated Amortization	(59,989)	(17,840)
Net Carrying Amount	$ 499,655	$ 541,488
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	11 years	11 years
Gross Carrying Amount	$ 36,000	$ 36,000
Accumulated Amortization	(4,532)	(1,349)
Net Carrying Amount	$ 31,468	$ 34,651
Supply agreement
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	5 years	5 years
Gross Carrying Amount	$ 38,900	$ 38,900
Accumulated Amortization	(11,105)	(3,325)
Net Carrying Amount	$ 27,795	$ 35,575
Formulations
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	8 years	8 years
Gross Carrying Amount	$ 28,900	$ 28,900
Accumulated Amortization	(5,101)	(1,526)
Net Carrying Amount	$ 23,799	$ 27,374
Patents
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives (Years)	20 years	20 years
Gross Carrying Amount	$ 154	$ 80
Accumulated Amortization	(8)	(3)
Net Carrying Amount	$ 146	$ 77

SUBSEQUENT EVENTS (Details) - Revolving Credit Facility - 2022 Revolving Credit Facility - Line of Credit - USD ($) $ in Millions	Apr. 26, 2024	Sep. 30, 2023	Jun. 30, 2022
Subsequent Event [Line Items]
Maximum borrowing capacity			$ 45.0
Minimum liquidity covenant		$ 15.0
Subsequent Event
Subsequent Event [Line Items]
Decrease in revolving commitments	$ 5.0
Maximum borrowing capacity	45.0
Minimum liquidity covenant	$ 10.0

LEASES - Narrative (Details) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
LEASES - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($)	Jul. 27, 2022 USD ($) operatingLease	Dec. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease extension term			5 years
Operating lease costs			$ 3,500
Loss on impairment of right of use assets	$ 0	$ 0	3,643
Number of non-cancelable operating leases \| operatingLease		3
Rent expense		$ 900		$ 1,200
TEXAS \| Warehouse
Lessee, Lease, Description [Line Items]
Loss on impairment of right of use assets			800
TEXAS \| Office
Lessee, Lease, Description [Line Items]
Loss on impairment of right of use assets			2,700
Annual sublease rent			$ 400
Minimum
Lessee, Lease, Description [Line Items]
Operating lease remaining term			8 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease remaining term			11 years

EMPLOYEE BENEFIT PLAN	12 Months Ended
EMPLOYEE BENEFIT PLAN	Dec. 31, 2023
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 year ended December 31, 2023 (Successor Period), the from July 28, 2022 to December 31, 2022 (Successor Period), and the from January 1, 2022 to July 27, 2022 (Predecessor Period), and the year ended December 31, 2021 (Predecessor Period) the Company’s contributions to the plan were $1.2 million, $0.3 million, $0.4 million, and $0.6 million, respectively.

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, 2023	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 24.0	$ 7.7	$ 56.7	$ 13.5

REVENUE (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue by Sales Channel

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


	Year ended December 31, 2023
	Successor
(In thousands)	Obagi Skincare		Milk Makeup		Total
Revenue by Sales Channel
Direct sales	$	72,446	$	97,222	$	169,668
Distributors	40,203		3,245		43,448
Net product sales	$	112,649	$	100,467	$	213,116
Royalties	5,002		20		5,022
Net revenue	$	117,651	$	100,487	$	218,138


	Period from July 28 to December 31, 2022						Period from January 1 to July 27, 2022		Year ended December 31, 2021
	Successor						Predecessor
(In thousands)	Obagi Skincare		Milk Makeup		Total		Total		Total
Revenue by Sales Channel
Direct sales	$	30,276	$	30,192	$	60,468	$	39,649	$	68,181
Distributors	28,826		1,091		29,917		31,080		68,578
Net product sales	$	59,102	$	31,283	$	90,385	$	70,729	$	136,759
Royalties	1,988		—		1,988		3,031		5,713
Net revenue	$	61,090	$	31,283	$	92,373	$	73,760	$	142,472

Revenue by Geographic Region

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


	Year ended December 31, 2023		Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021
(In thousands)	Successor				Predecessor
Revenue by Geographic Region
North America	$	154,357	$	56,630	$	44,443	$	79,122
Rest of the World	58,759		33,755		26,286		57,637
Net product sales	$	213,116	$	90,385	$	70,729	$	136,759
Royalties	5,022		1,988		3,031		5,713
Total:	$	218,138	$	92,373	$	73,760	$	142,472

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Dec. 31, 2023 USD ($)
Skintrinsiq Devices
Long-Term Purchase Commitment [Line Items]
Initial commitment amount of purchase commitments	$ 5.7
Future minimum payment	1.0
Inventories
Long-Term Purchase Commitment [Line Items]
Future minimum payment	$ 10.6
Purchase commitment period	12 months
Minimum \| Skintrinsiq Devices
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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023		As of December 31, 2022

(In thousands)	(Successor)
Computer hardware, software and equipment	$	689	$	944
Furniture and fixture	533		724
Machinery and equipment	812		608
Internally developed software	854		889
Gondolas	7,078		6,040
Leasehold improvements	2,070		2,051
Total property and equipment	$	12,036	$	11,256
Less accumulated depreciation	(6,105)		(2,928)
Property and equipment, net	$	5,931	$	8,328

SUPPLEMENTAL BALANCE SHEET DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2023

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:


	Year ended December 31, 2023		Period from July 28, 2022 to December 31, 2022		Period from January 1, 2022 to July 27, 2022

(In thousands)	Successor				Predecessor
Balance at beginning of period	$	994	$	1,061	$	671
Provision for bad debts	558		(67)		390
Write-off of uncollectible accounts	—		—		—
Balance at end of period	$	1,552	$	994	$	1,061

Schedule of Inventory

The components of inventories were as follows:


	As of December 31, 2023		As of December 31, 2022

(In thousands)	(Successor)
Work in process	$	10,336	$	11,138
Finished goods	45,348		43,246
Total inventory	$	55,684	$	54,384

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, 2023		As of December 31, 2022

(In thousands)	(Successor)
Computer hardware, software and equipment	$	689	$	944
Furniture and fixture	533		724
Machinery and equipment	812		608
Internally developed software	854		889
Gondolas	7,078		6,040
Leasehold improvements	2,070		2,051
Total property and equipment	$	12,036	$	11,256
Less accumulated depreciation	(6,105)		(2,928)
Property and equipment, net	$	5,931	$	8,328

Other Current Liabilities

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


	As of December 31, 2023		As of December 31, 2022

(In thousands)	(Successor)
Accrued salaries and related expenses	$	8,702	$	9,069
Accrued sales returns and damages	2,527		2,651
Accrued interest	1,357		134
Accrued distribution fees	590		1,621
Related party liability	5,856		9,914
Accrued professional services	2,901		1,171
Other	1,765		1,563
Total	$	23,698	$	26,123

FINANCIAL INSTRUMENTS	12 Months Ended
FINANCIAL INSTRUMENTS	Dec. 31, 2023
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 $0.1 million and $0.2 million as of December 31, 2023 (Successor Period) and December 31, 2022 (Successor Period), respectively. The non-cash loss from change in fair value was $0.1 million and $0.6 million during the year ended December 31, 2023 (Successor Period) and for the period from July 28 to December 31, 2022 (Successor Period), respectively, recognized in other expenses, net. Receipts of $0.1 million were exchanged on the interest rate collar contract during the year ended December 31, 2023 (Successor Period). 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, 2023 (Successor Period), all of the above-noted warrants, totaling 29,533,282, remained issued and outstanding. The Company recognized a loss of $10.3 million and 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 during the year ended December 31, 2023 (Successor Period) and for the period from July 28 to December 31, 2022 (Successor Period), respectively. 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 - Supplemental Cash Flow Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities:	$ 3,309
Right-of-use assets obtained in exchange for new operating lease liabilities:	$ 446
Weighted-average remaining lease term	6 years 11 months 1 day
Weighted-average discount rate	5.90%

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]
Risk -free interest rate		0.00%	0.68%
Expected term			6 years 2 months 12 days
Expected stock price volatility		0.00%	43.00%
Dividend yield		$ 0
Common stock per share value (in dollars per share)		$ 0	$ 38.68

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2020	Oct. 31, 2020
Related party liability	$ 23,698	$ 26,123
Preferred shares authorized (in shares)	25,000,000	25,000,000
Preferred shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares issued (in shares)	0	0
Preferred shares outstanding (in shares)	0	0
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
Related Party
Related party liability	$ 5,856	$ 9,914
Class A Ordinary Shares
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	1,000,000,000	1,000,000,000
Common shares outstanding (in shares)	101,228,857	86,460,560
Class B Ordinary Shares
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	100,000,000	100,000,000
Common shares outstanding (in shares)	20,847,553	21,104,225

SEGMENT REPORTING - Narrative (Details) - segment		12 Months Ended
SEGMENT REPORTING - Narrative (Details) - segment	Jul. 27, 2022	Dec. 31, 2023
Segment Reporting [Abstract]
Number of operating segments	1	2
Number of reportable segments	1	2

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

Stock option activity for the year ended December 31, 2023 (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 December 31, 2022 (Successor)	20,452,155	$	9.50	8.3	$	39,118
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited	(1,536,797)	5.39		—	—
Balance as of December 31, 2023 (Successor)	18,915,358	9.10		7.3	47,792
Exercisable as of December 31, 2023 (Successor)	7,227,202	6.11		6.1	34,935
Vested and expected to vest as of December 31, 2023 (Successor)	18,915,358	$	9.10	7.3	$	47,792

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, 2022 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 year ended December 31, 2023 (Successor Period) was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2022 (Successor)	2,802,419	$	9.16
Granted	2,427,537	8.88
Vested	(846,736)	9.93
Forfeited	(2,086,389)	9.10
Outstanding as of December 31, 2023 (Successor)	2,296,831	$	8.72

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

RELATED PARTY TRANSACTIONS - Lock-up Agreement (Details) - Sponsor - Related Party	Mar. 15, 2021 tradingDay $ / shares
Related Party Transaction [Line Items]
Lock-up shares, earnout period	1 year
Lock-up shares, stock price trigger \| $ / shares	$ 12.00
Lock-up shares, threshold trading days	20
Lock-up shares, threshold consecutive trading days	30
Lock-up shares, threshold period before commencement of consecutive trading days	150 days

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)

INTANGIBLE ASSETS—NET

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS—NET

Intangible assets, net consisted of the following as of December 31, 2023 (Successor Period):


(In thousands)	Weighted Average Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademark and trade name	14	$	559,644	$	(59,989)	$	499,655
Customer relationships	11	36,000		(4,532)		31,468
Supply agreement	5	38,900		(11,105)		27,795
Formulations	8	28,900		(5,101)		23,799
Patents	20	154		(8)		146
Total		$	663,598	$	(80,735)	$	582,863

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

Amortization expense for the year ended December 31, 2023 (Successor Period), period from July 28, 2022 to December 31, 2022 (Successor Period), period from January 1, 2022 to July 27, 2022 (Predecessor Period), and the year ended December 31, 2021 (Predecessor Period) was $56.7 million, $24.0 million, $7.7 million, and $13.5 million, respectively.

Expected amortization for each of the years between 2024 through 2028, and thereafter are as follows:

(In thousands)


Years ending December 31
2024	$	56,710
2025	56,710
2026	56,710
2027	53,385
2028	48,930
Thereafter	310,418
	$	582,863

DEBT (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt


		As of December 31, 2023		As of December 31, 2022
(In thousands)	Maturity Date	(Successor)
2022 Term Loan	July 2026	$	161,875	$	170,652
Note Payable	May 2024	968		—
2022 Revolving Credit Facility	July 2026	—		14,117



Unamortized debt issuance costs		(3,050)		(5,445)
Net carrying amount		$	159,793	$	179,324
Less: Current portion of long-term debt		(8,529)		(20,095)
Total long-term portion		$	151,264	$	159,229

Schedule of Maturities of Long-Term Debt

Scheduled maturities under the Company’s 2022 Credit Agreement as of December 31, 2023 (Successor Period) are as follows:

(In thousands)


Year Ending December 31,
2024	$	9,718
2025	15,313
2026	137,812
2027	—
2028	—
Total unpaid principal	$	162,843

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Waldencast plc	Obagi Global Holdings Limited	Class A Ordinary Shares	Class B Ordinary Shares	Ordinary Shares Obagi Global Holdings Limited	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	Accumulated Deficit Waldencast plc	Accumulated Deficit Obagi Global Holdings Limited	Accumulated Other Comprehensive Loss Waldencast plc	Accumulated Other Comprehensive Loss Obagi Global Holdings Limited	Noncontrolling Interest Waldencast plc
Beginning balance (in shares) at Dec. 31, 2020						8,000,002,000
Beginning 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)		(19,576)									(19,576)
Foreign currency translation adjustment	(32)		(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			$ 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
Beginning balance (in shares) at Jul. 27, 2022						8,000,002,000	8,645,000	0
Beginning 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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares in connection with the PIPE investment (in shares)							14,000,000
Issuance of common shares in connection with the PIPE investment		70,000					$ 1		69,999
Fees paid in connection with the PIPE		(1,068)							(1,068)
Shares exchanged (in shares)							256,672	256,672
Net loss	(105,968)	(105,968)									(89,981)				(15,987)
Stock-based compensation (in shares)							511,625
Stock-based compensation		9,235							9,235
RSU taxes paid on behalf of employees		(1,473)							(1,473)
Distribution to pay withholding taxes		(1,204)							(1,204)
Foreign currency translation adjustment	(147)	(147)											(122)		(25)
Ending balance (in shares) at Dec. 31, 2023				101,228,857	20,847,553		101,228,857	20,847,553
Ending balance at Dec. 31, 2023	$ 769,273	$ 769,273					$ 9	$ 2	$ 871,527		$ (246,761)		$ (151)		$ 144,647

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands		5 Months Ended	7 Months Ended	12 Months Ended
	Jul. 27, 2022 USD ($) segment	Dec. 31, 2022 USD ($)	Jul. 27, 2022 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Aug. 31, 2022	Jul. 28, 2022 USD ($)	Nov. 15, 2021 USD ($)	Dec. 31, 2020 USD ($)
Concentration Risk [Line Items]
Cash, cash equivalents and restricted cash	$ 6,477	$ 10,163	$ 6,477	$ 22,576	$ 10,163	$ 13,444		$ 78		$ 8,572
Cash and cash equivalents		8,693		21,089	8,693
Restricted cash		1,470		$ 1,487	1,470
Period after which production costs will be expensed for advertising that has not yet occurred				12 months
Shipping and handling costs		2,000	600	$ 6,600		1,000
Advertising expense		11,700	$ 6,800	16,300		9,200
Valuation allowance		7,944		19,752	7,944
Uncertain tax positions		0		0	0
Unrecognized tax benefits, accrued interest and penalties		$ 0		$ 0	$ 0	$ 0
Number of reportable segments \| segment	1			2
Number of operating segments \| segment	1			2
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
Milk
Concentration Risk [Line Items]
Restricted cash from acquisition									$ 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%	17.00%
Inventory Purchases \| Supplier Concentration Risk \| Vendor Two
Concentration Risk [Line Items]
Concentration risk, percentage			12.00%
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				18.00%	15.00%
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				27.00%	50.00%
Customer Two \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage					19.00%

SHAREHOLDERS’ EQUITY	12 Months Ended
SHAREHOLDERS’ EQUITY	Dec. 31, 2023
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, 2023 (Successor Period), there were 101,228,857 and 20,847,553 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, 2023 (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 3. 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 (Predecessor Period) 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 (Predecessor Period) 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

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

12 Months Ended

Dec. 31, 2023

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 7 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, 2023		As of December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	419	$	3,215
Intercompany receivable	51,964		—



Total current assets	52,383		3,215
Investment in subsidiary	745,537		823,936

TOTAL ASSETS	$	797,920	$	827,151

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:

Intercompany payables	—		8,942

Derivative warrant liabilities	28,647		18,311
TOTAL LIABILITIES	28,647		27,253

SHAREHOLDERS’ EQUITY:
Successor Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 101,228,857 and 86,460,560 outstanding as of December 31, 2023 and December 31, 2022, respectively	9		8
Successor Class B ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 20,847,553 and 21,104,225 outstanding as of December 31, 2023 and December 31, 2022, respectively	2		2
Additional paid-in capital	871,527		796,038
Accumulated deficit	(246,761)		(156,780)
Accumulated other comprehensive loss	(151)		(29)

TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	624,626		639,239
Noncontrolling Interest	144,647		160,659
TOTAL SHAREHOLDERS’ EQUITY	769,273		799,898
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	797,920	$	827,151


WALDENCAST PLC (PARENT COMPANY ONLY) CONDENSED STATEMENT OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data)
	Year ended December 31, 2023		For the period from July 28 to December 31, 2022
Net revenue	$	—	$	—
Selling, general and administrative	1,259		—
Total operating loss	(1,259)		—
Other expense (income):
Interest expense, net	(14)		19
Change in fair value of derivative warrant liabilities	10,337		6,793
(Loss) income before income taxes	(11,582)		6,812
Income tax benefit	—		—
(Loss) income before equity in undistributed earnings of subsidiaries	(11,582)		6,812
Equity in undistributed earnings of subsidiaries	(78,399)		(102,379)

Net loss	(89,981)		(95,567)
Other comprehensive loss — foreign currency translation adjustments, net of tax	(122)		(29)
Comprehensive loss	$	(90,103)	$	(95,596)


WALDENCAST PLC (PARENT COMPANY ONLY) CONDENSED STATEMENT OF CASH FLOW
(In thousands of U.S. dollars)
	Year ended December 31, 2023		Period from July 28 to December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(89,981)	$	(95,567)
Adjustments to reconcile net loss to net cash
Cash (used in) provided by operating activities:
Equity in income of subsidiaries	78,399		102,379
Change in fair value of derivative warrant liabilities	10,337		(6,793)
Net cash (used in) provided by operating activities	(1,245)		19
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from trust	—		6,400
Net cash provided by investing activities	—		6,400
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PIPE investments	70,000		—
Payment of PIPE transaction costs	(1,069)		—
Tax withholding	(1,204)		—
Transfers from subsidiaries	30,575		6,000
Transfers to subsidiaries	(66,250)		(300)
Expenses paid on behalf of subsidiaries	(33,603)		(8,982)
Net cash used in financing activities	(1,551)		(3,282)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(2,796)		3,137
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period	3,215		78
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period	$	419	$	3,215

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, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Gross profit	$ 31,716	$ 42,892	$ 141,577		$ 87,435
Selling, general and administrative	88,926	55,549	220,313		82,968
Research and development	1,796	2,606	3,195		6,092
Loss on impairment of goodwill	68,715	0	0	$ 68,715	0
Interest expense, net	6,230	6,652	18,906		11,118
Change in fair value of derivative warrant liabilities	(6,793)		10,337
Other expenses (income), net	(798)	(971)	1,769		(817)
(Loss) income before income taxes	(126,360)	(20,944)	(112,943)		(9,974)
Income tax (benefit) expense	(5,803)	113	(6,975)		9,602
Net loss	$ (120,557)	$ (21,057)	$ (105,968)		$ (19,576)

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, 2023	Dec. 31, 2021	Sep. 29, 2021
Related Party Transaction [Line Items]
Accounts receivable, before allowance for doubtful accounts	$ 20,300			$ 22,900
Allowance for doubtful accounts	$ 1,000			1,600
Increase (decrease) in loan receivable			$ 2,500		$ (2,500)
Interest rate	8.00%					1.00%
Depreciation expense	$ 2,900	$ 500		3,800	$ 400
Related Party
Related Party Transaction [Line Items]
Related party liability	$ 9,914			$ 5,856

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, 2023	Dec. 31, 2021
Current provision (benefit):
Federal	$ 0	$ 0	$ 12	$ 0
State	20	19	32	58
Foreign	0	4	2	170
Current provision (benefit), total	20	23	46	228
Deferred (income) expense:
Federal	(4,557)	38	(7,927)	7,597
State	(1,266)	52	906	1,777
Foreign	0	0	0	0
Deferred (income) expense, total	(5,823)	90	(7,021)	9,374
Income tax (benefit) expense	$ (5,803)	$ 113	$ (6,975)	$ 9,602

SUPPLEMENTAL BALANCE SHEET DISCLOSURES

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL BALANCE SHEET DISCLOSURES

Accounts Receivable, Net

As of December 31, 2023 (Successor Period), accounts receivable, net consisted of accounts receivable of $22.9 million, less allowance for doubtful accounts of $1.6 million. 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.

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


	Year ended December 31, 2023		Period from July 28, 2022 to December 31, 2022		Period from January 1, 2022 to July 27, 2022

(In thousands)	Successor				Predecessor
Balance at beginning of period	$	994	$	1,061	$	671
Provision for bad debts	558		(67)		390
Write-off of uncollectible accounts	—		—		—
Balance at end of period	$	1,552	$	994	$	1,061

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 (Successor Period) 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. The Company wrote-off the $2.5 million loan receivable in 2021 (Predecessor Period) when it was determined to be uncollectible.

Inventories

The components of inventories were as follows:


	As of December 31, 2023		As of December 31, 2022

(In thousands)	(Successor)
Work in process	$	10,336	$	11,138
Finished goods	45,348		43,246
Total inventory	$	55,684	$	54,384

Property and Equipment, Net

Property and equipment, net consisted of the following:


	As of December 31, 2023		As of December 31, 2022

(In thousands)	(Successor)
Computer hardware, software and equipment	$	689	$	944
Furniture and fixture	533		724
Machinery and equipment	812		608
Internally developed software	854		889
Gondolas	7,078		6,040
Leasehold improvements	2,070		2,051
Total property and equipment	$	12,036	$	11,256
Less accumulated depreciation	(6,105)		(2,928)
Property and equipment, net	$	5,931	$	8,328

Depreciation expense for property and equipment for the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period) were $3.8 million and $2.9 million, respectively. Depreciation expense for property and equipment for the period from January 1, 2022 to July 27, 2022 (Predecessor Period) and the year December 31, 2021 (Predecessor Period) was $0.5 million and $0.4 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, 2023		As of December 31, 2022

(In thousands)	(Successor)
Accrued salaries and related expenses	$	8,702	$	9,069
Accrued sales returns and damages	2,527		2,651
Accrued interest	1,357		134
Accrued distribution fees	590		1,621
Related party liability	5,856		9,914
Accrued professional services	2,901		1,171
Other	1,765		1,563
Total	$	23,698	$	26,123

The accrued distribution fees related to service charges such as e-commerce shipping and handling costs. The related party liability of $5.9 million as of December 31, 2023 (Successor Period) 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 3. 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.

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, 2023	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (120,557)	$ (21,057)	$ (105,968)	$ (19,576)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation	7,736	0	9,235	0
Depreciation and amortization	26,982	8,190	60,498	13,904
Non-cash lease expense	740	0	1,721	0
Change in fair value of derivative warrant liabilities	(6,793)	0	10,337	0
Non-cash loss from change in fair value on interest rate collar	592	0	106	0
Loss on extinguishment of debt	0	0	0	2,317
Gain on PPP loan forgiveness	0	0	0	(6,824)
Amortization of debt issuance costs	677	767	1,575	1,139
Amortization of related party liability	(12,186)	0	(4,058)	0
Deferred income taxes	(5,823)	90	(7,021)	9,374
Loss on impairment of goodwill	68,715	0	0	0
Loss on impairment of right of use assets	0	0	3,643
Loss (gain) on disposal of equipment	(2)	35	62	52
Loss on write-off of loan receivable	0	0	0	2,555
Changes in operating assets and liabilities, net of impact of business combinations:
Accounts receivable	(204)	3,524	(2,071)	(5,057)
Related party accounts receivable	265	0	(816)	0
Inventories	6,382	(13,008)	(1,300)	(6,010)
Prepaid expenses	(213)	658	996	(1,097)
Other current assets and other assets	(250)	(352)	138	612
Accounts payable	(1,021)	9,635	4,382	9,647
Related party accounts payable	43	0	(354)	0
Operating lease liabilities	(724)	0	(2,560)	0
Other current liabilities and other liabilities	(39,336)	1,481	1,680	2,493
Net cash (used in) provided by operating activities	(74,977)	(10,037)	(29,775)	3,529
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure on intangible assets	(247)	(248)	(455)	(863)
Capital expenditure on property and equipment	(1,340)	(661)	(1,591)	(424)
Advances for note receivable	0	0	0	(2,500)
Proceeds from trust account	44,883	0	0	0
Cash received for interest rate collar premium	0	0	52	0
Net cash (used in) provided by investing activities	(544,367)	(909)	(1,994)	(3,787)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PIPE investments	118,000	0	70,000	0
Payment of PIPE transaction costs	0	0	(1,068)	0
Proceeds from FPA investments	333,000	0	0	0
Proceeds from term loan	175,000	0	0	110,000
Repayment of term loan	(4,348)	(1,375)	(8,777)	(72,455)
Proceeds from revolving credit facility	14,117	6,000	35,000	20,000
Repayment of revolving credit facility	0	0	(49,117)	(44,000)
Proceeds from note payable	0	0	2,420	0
Repayment of note payable	0	0	(1,452)	0
Payment of debt issuance costs	(6,304)	(742)	0	(6,383)
RSU taxes paid on behalf of employees	0	0	(1,473)	0
Distribution to pay withholding taxes	0	0	(1,204)	0
Payment of dividends	0	0	0	(2,000)
Net cash (used in) provided by financing activities	629,465	3,883	44,329	5,162
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	10,121	(7,063)	12,560	4,904
Effect of foreign exchange rates on cash and cash equivalents	(36)	96	(147)	(32)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	6,477	13,444	10,163	8,572
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	10,163	6,477	22,576	13,444
SUPPLEMENTAL CASH FLOW DATA – CASH PAID:
Income taxes	152	3	0	0
Interest	5,550	5,053	17,331	10,014
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accruals	406	43	318	86
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

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, 2023	Dec. 31, 2021
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%	15.90%	30.50%
State income tax benefit, net of federal benefit	2.40%	1.40%	2.10%	1.80%
Permanent Items	0.20%	(0.10%)	(0.10%)	(0.20%)
Noncontrolling interest	(1.10%)	0.00%	(1.80%)	0.00%
Change in valuation allowance	(6.10%)	(16.90%)	(10.40%)	(141.00%)
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%	0.00%	14.40%
True-Ups	0.00%	0.00%	0.00%	(1.80%)
Tax credits	0.00%	0.00%	0.00%	0.00%
Equity Compensation	0.00%	0.00%	0.50%	0.00%
Goodwill impairment	(11.40%)	0.00%	0.00%	0.00%
Total income tax (benefit) expense	4.60%	(0.60%)	6.20%	(96.30%)

INCOME TAX BENEFIT - Summary of Net Operating Losses and Tax Credit Carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 75,142	$ 50,772
Tax credits	387	283
State
Operating Loss Carryforwards [Line Items]
Net operating losses	64,984	39,366
Tax credits	121	121
Foreign Tax Authority \| Hong Kong
Operating Loss Carryforwards [Line Items]
Net operating losses	375	0
Foreign Tax Authority \| Vietnam
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 1,929	$ 0

RELATED PARTY TRANSACTIONS - Administrative Services Agreement (Details) - Related Party - USD ($) $ in Thousands		7 Months Ended
	Mar. 15, 2021	Jul. 27, 2022	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Accounts payable			$ 18	$ 373
Sponsor
Related Party Transaction [Line Items]
Administrative expenses	$ 10	$ 65
Accounts payable			$ 100	$ 400

DEBT

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT


		As of December 31, 2023		As of December 31, 2022
(In thousands)	Maturity Date	(Successor)
2022 Term Loan	July 2026	$	161,875	$	170,652
Note Payable	May 2024	968		—
2022 Revolving Credit Facility	July 2026	—		14,117



Unamortized debt issuance costs		(3,050)		(5,445)
Net carrying amount		$	159,793	$	179,324
Less: Current portion of long-term debt		(8,529)		(20,095)
Total long-term portion		$	151,264	$	159,229

Note Payable — Directors and Officers (“D&O”) Insurance

In August 2023, the Company entered into an agreement with a financing company for $2.4 million to finance its D&O insurance policy. The terms of the agreement stipulate equal monthly payments of principal and interest payments of $0.2 million over a ten-month period, ending in May 2024. Interest accrues on this loan at an annual rate of 8.2%.

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 a current borrowing capacity of up to $45.0 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.

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, 2023 (Successor Period), 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, 2023 (Successor Period), the Company had unpaid principal of $161.9 million and zero 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 $3.1 million as of December 31, 2023 (Successor Period). As of December 31, 2023 (Successor Period), the weighted average interest rate was 8.6% for the 2022 Term Loan and 8.7% for the 2022 Revolving Credit Facility. The current portion of the 2022 Term Loan and the 2022 Revolving Credit Facility was $8.8 million and zero 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 $0.9 million, respectively. The accrued interest was $1.4 million as of December 31, 2023 (Successor Period). Unamortized debt issuance costs on the 2022 Letter of Credit is $0.1 million, which is recorded in other current assets in the consolidated balance sheets.

Scheduled maturities under the Company’s 2022 Credit Agreement as of December 31, 2023 (Successor Period) are as follows:

(In thousands)


Year Ending December 31,
2024	$	9,718
2025	15,313
2026	137,812
2027	—
2028	—
Total unpaid principal	$	162,843

Waiver and Consent and Amendment to the 2022 Credit Agreement

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 (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 certain financial information and related reports with respect to the fiscal year of the Borrower ended December 31, 2022 (Successor Period) 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 “Second 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 certain financial information and related reports, (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 subsequently delivered all of the outstanding financial information and related reports referred to above. The Second 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.

On April 26, 2024, the Borrower, Waldencast Partners LP, JPMorgan and the required lenders entered into an amendment (the “Third Amendment”) to the 2022 Credit Agreement. Among other things, the Third Amendment: (i) waived certain historical breaches of the financial covenant, (ii) modified the existing financial covenants, (iii) reduced the revolving commitments of the lenders by $5 million in the aggregate to $45 million, (iv) lowered the existing minimum liquidity covenant to $10.0 million and (v) extended the Covenant Relief Period until the earlier of December 31, 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 Second Amendment.

- 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))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

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

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

RELATED PARTY TRANSACTIONS - Transactions with Waldencast Ventures LP (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Related Party
Related Party Transaction [Line Items]
Amount reimbursed	$ 0.3

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2023

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:


	Year ended December 31, 2023		Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021
(In thousands, except for share and per share amounts)
	Successor				Predecessor
Numerator:
Net loss	$	(105,968)	$	(120,557)	$	(21,057)	$	(19,576)
Net loss attributable to noncontrolling interest	(15,987)		(24,990)		—		—
Net loss attributed to Class A shareholders - basic and diluted EPS	(89,981)		(95,567)		(21,057)		(19,576)
Denominator:
Weighted-average basic shares outstanding	91,158,500		86,460,560		8,000,002		8,000,002
Effect of dilutive securities	—		—		—		—
Weighted-average diluted shares	91,158,500		86,460,560		8,000,002		8,000,002
Basic and diluted net loss per share	$	(0.99)	$	(1.11)	$	(2.63)	$	(2.45)

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:


	Year ended December 31, 2023	Period from July 28 to December 31, 2022	Period from January 1 to July 27, 2022	Year ended December 31, 2021

	Successor		Predecessor
Warrants	29,533,282	29,533,282	—	—
Stock options	18,915,358	20,452,155	774,800	800,000
Restricted stock	2,296,831	2,802,419	234,842	243,307
Total	50,745,471	52,787,856	1,009,642	1,043,307

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, 2023	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 218,138	$ 142,472
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	90,385	70,729	213,116	136,759
Net product sales \| North America
Disaggregation of Revenue [Line Items]
Net revenue	56,630	44,443	154,357	79,122
Net product sales \| Rest of the World
Disaggregation of Revenue [Line Items]
Net revenue	33,755	26,286	58,759	57,637
Royalties
Disaggregation of Revenue [Line Items]
Net revenue	$ 1,988	$ 3,031	$ 5,022	$ 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

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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: 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
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

LEASES - Operating Lease Maturity Schedule (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 3,258
2025	3,504
2026	2,899
2027	2,452
2028	2,504
Thereafter	6,721
Total future minimum lease payments	21,338
Less: Imputed Interest	3,407
Total reported lease liability	$ 17,931

SHAREHOLDERS’ EQUITY (Details) $ / shares in Units, $ in Millions	1 Months Ended	7 Months Ended	12 Months Ended
	Nov. 30, 2020 shares	Jul. 27, 2022 USD ($)	Dec. 31, 2023 $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2022 $ / shares shares	Jul. 28, 2022 shares	Jul. 15, 2021 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			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			$ 0.0001
Common shares issued (in shares)	4,000,000			8,000,002				4,000,000
Common shares outstanding (in shares)				8,000,002
Preferred shares issued (in shares)			0			0
Preferred shares outstanding (in shares)			0			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			1,000,000,000
Common shares, par value (in dollars per share) \| $ / shares			$ 0.0001			$ 0.0001
Common shares issued (in shares)			101,228,857
Common shares outstanding (in shares)			101,228,857			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			100,000,000
Common shares, par value (in dollars per share) \| $ / shares			$ 0.0001			$ 0.0001
Common shares issued (in shares)			20,847,553
Common shares outstanding (in shares)			20,847,553			21,104,225
Common stock, voting rights			one

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2023

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 and $3.7 million for the period from January 1 to July 27, 2022 (Predecessor Period) and the year ended December 31, 2021 (Predecessor Period).

See “Note 16. Related Party Transactions” for more information on ongoing transactions with the Obagi China Business following the close of the Obagi Merger.

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 period from July 28, 2022 to December 31, 2022 (Successor Period), the Company recorded a non-cash impairment charge of $68.7 million within the Obagi Skincare reportable segment. See “Note 5. Goodwill” for additional details.

See “Note 18. 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 year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively, the Company amortized $4.1 and $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 $5.9 and $9.9 million, included in Other current liabilities, as of December 31, 2023 (Successor Period) and December 31, 2022 (Successor Period), respectively.

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 were 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.

SA Distributor Transaction

In March 2023, we acquired a majority interest in Obagi Vietnam Import Export Trading MTV Company Limited, a company incorporated in accordance with the laws of Vietnam and formed by the SA Distributor to conduct its business in Vietnam (“Obagi Vietnam”). This acquisition was determined to be an asset acquisition, with the primary asset being the recovery of $1.6 million of inventory held by the SA distributor.

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2023

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:


	Year ended December 31, 2023						Period from July 28 to December 31, 2022
	Successor						Successor
(In thousands)	Obagi Skincare		Milk Makeup		Total		Obagi Skincare		Milk Makeup		Total

Net revenue	$	117,651	$	100,487	$	218,138	$	61,090	$	31,283	$	92,373
Cost of goods sold	41,069		35,492		76,561		44,973		15,684		60,657
Gross profit	$	76,582	$	64,995	$	141,577	$	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 year ended December 31, 2023 (Successor Period):


	Year ended December 31, 2023		Period from July 28 to December 31, 2022
(In thousands)	Successor

Gross profit	$	141,577	$	31,716
Selling, general and administrative	220,313		88,926
Research and development	3,195		1,796
Loss on impairment of goodwill	—		68,715
Interest expense, net	18,906		6,230
Change in fair value of derivative warrant liabilities	10,337		(6,793)
Other expenses (income), net	1,769		(798)
Loss before income taxes	$	(112,943)	$	(126,360)
Income tax (benefit) expense	(6,975)		(5,803)
Net loss	$	(105,968)	$	(120,557)

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, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance		$ 44,489	$ 334,620	$ 44,489
Elimination of Predecessor goodwill				(44,489)
Obagi and Milk Business Combinations				403,335
Impairment loss	$ (68,715)	0	0	(68,715)	$ 0
Ending balance	334,620		334,620	334,620	44,489
Obagi Skincare
Goodwill [Roll Forward]
Beginning balance		44,489	199,548	44,489
Elimination of Predecessor goodwill				(44,489)
Obagi and Milk Business Combinations				268,263
Impairment loss	(68,700)		0	(68,715)
Ending balance	199,548		199,548	199,548	44,489
Milk Makeup
Goodwill [Roll Forward]
Beginning balance		$ 0	135,072	0
Elimination of Predecessor goodwill				0
Obagi and Milk Business Combinations				135,072
Impairment loss				0
Ending balance	$ 135,072		$ 135,072	$ 135,072	$ 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

FINANCIAL INSTRUMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended		3 Months Ended	5 Months Ended	7 Months Ended	12 Months Ended
	Jul. 28, 2022	Dec. 20, 2021	Mar. 18, 2021	Mar. 01, 2021	Nov. 30, 2023	Sep. 30, 2023	Nov. 30, 2023	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2023	Dec. 31, 2021
Derivative [Line Items]
Warrants outstanding (in shares)										29,533,282
Gain (loss) from change in fair value of warrants								$ 6,793	$ 0	$ (10,337)	$ 0
Number of shares called by each warrant (in shares)										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
Derivative [Line Items]
Issued (in shares)						14,000,000
Consideration received					$ 2,000	$ 68,000	$ 70,000
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
Payments on interest rate collar contracts								0
Interest rate floor (percent)										2.55%
Interest rate cap (percent)										5.25%
Fair value of derivative asset								200		$ 100
Loss from change in fair value on derivative instruments								600		100
Receipts exchanged on interest rate collar contracts								0		100
Interest Rate Collar, Initial Fixed Payment
Derivative [Line Items]
Payments on interest rate collar contracts								$ 800		$ 800

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, 2023	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (125,281)	$ (17,676)	$ (82,868)	$ (15,320)
Foreign	(1,079)	(3,268)	(30,075)	5,346
(Loss) income before income taxes	$ (126,360)	$ (20,944)	$ (112,943)	$ (9,974)

- 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

SUCCESSOR CONDENSED FINANCIAL INFORMATION OF WALDENCAST PLC (PARENT COMPANY ONLY) - Condensed Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2020	Oct. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 21,089	$ 8,693
Total current assets	107,327	91,043
TOTAL ASSETS	1,042,710	1,090,075
CURRENT LIABILITIES:
Derivative warrant liabilities	28,647	18,311
TOTAL LIABILITIES	273,437	290,177
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
Additional paid-in capital	871,527	796,038
Accumulated deficit	(246,761)	(156,780)
Accumulated other comprehensive loss	(151)	(29)
TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	624,626	639,239
Noncontrolling Interest	144,647	160,659
TOTAL SHAREHOLDERS' EQUITY	769,273	799,898
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 1,042,710	$ 1,090,075
Class A Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	1,000,000,000	1,000,000,000
Common shares outstanding (in shares)	101,228,857	86,460,560
Successor ordinary shares	$ 9	$ 8
Class B Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	100,000,000	100,000,000
Common shares outstanding (in shares)	20,847,553	21,104,225
Successor ordinary shares	$ 2	$ 2
Parent Company
CURRENT ASSETS:
Cash and cash equivalents	419	3,215
Intercompany receivable	51,964	0
Total current assets	52,383	3,215
Investment in subsidiary	745,537	823,936
TOTAL ASSETS	797,920	827,151
CURRENT LIABILITIES:
Intercompany payables	0	8,942
Derivative warrant liabilities	28,647	18,311
TOTAL LIABILITIES	28,647	27,253
SHAREHOLDERS’ EQUITY:
Additional paid-in capital	871,527	796,038
Accumulated deficit	(246,761)	(156,780)
Accumulated other comprehensive loss	(151)	(29)
TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	624,626	639,239
Noncontrolling Interest	144,647	160,659
TOTAL SHAREHOLDERS' EQUITY	769,273	799,898
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 797,920	$ 827,151
Parent Company \| Class A Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	1,000,000,000	1,000,000,000
Common shares outstanding (in shares)	101,228,857	86,460,560
Successor ordinary shares	$ 9	$ 8
Parent Company \| Class B Ordinary Shares
SHAREHOLDERS’ EQUITY:
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	1,000,000,000	1,000,000,000
Common shares outstanding (in shares)	20,847,553	21,104,225
Successor ordinary shares	$ 2	$ 2

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

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:


	Year ended December 31, 2023
(in thousands)	(Successor)
Cash paid for amounts included in the measurement of operating lease liabilities:	$	3,309
Right-of-use assets obtained in exchange for new operating lease liabilities:	$	446


			Year ended December 31, 2023
			(Successor)
Weighted-average remaining lease term			6.92
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, 2023 (Successor Period) was as follows:


(in thousands)	Amount
2024	$	3,258
2025	3,504
2026	2,899
2027	2,452
2028	2,504
Thereafter	6,721
Total future minimum lease payments	$	21,338
Less: Imputed Interest	3,407
Total reported lease liability	$	17,931

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)		1 Months Ended		5 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	Mar. 18, 2021 $ / shares shares	Sep. 30, 2023 $ / shares shares	Nov. 30, 2020 shares	Dec. 31, 2022	Dec. 31, 2023 shares	Dec. 31, 2021 shares	Jul. 15, 2021 shares
Class of Stock [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]				Successor
Stock split conversion ratio			2
Number of shares called by each warrant (in shares)					1
Common shares issued (in shares)			4,000,000			8,000,002	4,000,000
IPO
Class of Stock [Line Items]
Issued (in shares)	34,500,000
Price per unit (in dollars per share) \| $ / shares	$ 10.00
Class A Ordinary Shares
Class of Stock [Line Items]
Issued (in shares)		14,000,000
Price per unit (in dollars per share) \| $ / shares		$ 5.00
Common shares issued (in shares)					101,228,857
Ordinary Shares \| Class A Ordinary Shares \| IPO
Class of Stock [Line Items]
Number of shares in each IPO unit (in shares)	1
Number of shares called by each warrant (in shares)	1
Warrants \| IPO
Class of Stock [Line Items]
Number of shares in each IPO unit (in shares)	0.3333

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Credit Agreement On April 26, 2024, the Borrower, Waldencast Partners LP, JPMorgan and the required lenders entered into an amendment (the “Third Amendment”) to the 2022 Credit Agreement. Among other things, the Third Amendment: (i) waived certain historical breaches of the financial covenant, (ii) modified the existing financial covenants, (iii) reduced the revolving commitments of the lenders by $5 million in the aggregate to $45 million, (iv) lowered the existing minimum liquidity covenant to $10.0 million and (v) extended the Covenant Relief Period until the earlier of December 31, 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 Second Amendment.

RELATED PARTY TRANSACTIONS - Private Placement Warrants (Details) $ / shares in Units, $ in Millions			12 Months Ended
	Jul. 28, 2022 shares	Mar. 18, 2021 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares
Related Party Transaction [Line Items]
Exercise price of warrants (in dollars per share)			$ 11.50
Private Placement Warrants
Related Party Transaction [Line Items]
Warrant exercise period			30 days
Private Placement Warrants \| Related Party
Related Party Transaction [Line Items]
Issued (in shares) \| shares	5,933,333	5,933,333
Price per unit (in dollars per share)		$ 1.50
Consideration received \| $		$ 8.9
Stock conversion ratio	1	1
Exercise price of warrants (in dollars per share)		$ 11.50
Warrant exercise period		30 days

INCOME TAX BENEFIT

12 Months Ended

Dec. 31, 2023

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 loss for the year ended December 31, 2023 (Successor Period), the period from July 28, 2022 to December 31, 2022 (Successor Period), the period from January 1, 2022 to July 27, 2022

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


	Year ended December 31, 2023		Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021

(In thousands)	Successor				Predecessor
Loss before income taxes:
United States	$	(82,868)	$	(125,281)	$	(17,676)	$	(15,320)
Foreign	(30,075)		(1,079)		(3,268)		5,346
Total	$	(112,943)	$	(126,360)	$	(20,944)	$	(9,974)

The provision for income taxes for the year ended December 31, 2023 (Successor Period), the period from July 28, 2022 to December 31, 2022 (Successor Period), the period from January 1, 2022 to July 27, 2022 (Predecessor Period), and the year ended December 31, 2021 (Predecessor Period) consisted of the following:


	Year ended December 31, 2023		Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021

(In thousands)	Successor				Predecessor
Current provision (benefit):
Federal	$	12	$	—	$	—	$	—
State	32		20		19		58
Foreign	2		—		4		170
	46		20		23		228
Deferred (income) expense:
Federal	(7,927)		(4,557)		38		7,597
State	906		(1,266)		52		1,777
Foreign	—		—		—		—
	(7,021)		(5,823)		90		9,374
Net income tax (benefit) provision	$	(6,975)	$	(5,803)	$	113	$	9,602

The components of income tax expense related to the following:


	Year ended December 31, 2023		Period from July 28, 2022 to December 31, 2022		Period from January 1, 2022 to July 27, 2022		Year ended December 31, 2021

	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	15.9	%	20.7	%	17.7	%	30.5	%
State income tax benefit, net of federal benefit	2.1	%	2.4	%	1.4	%	1.8	%
Permanent Items	(0.1)	%	0.2	%	(0.1)	%	(0.2)	%
Noncontrolling interest	(1.8	%)	(1.1	%)	0.0	%	0.0	%
Change in valuation allowance	(10.4	%)	(6.1	%)	(16.9	%)	(141.0	%)
Transaction bonuses	—	%	—	%	8.6	%	—	%
Transaction costs	—	%	—	%	(11.3)	%	—	%
PPP Loan forgiveness	—	%	—	%	—	%	14.4	%
True-Ups	—	%	—	%	—	%	(1.8)	%
Tax credits	—	%	—	%	—	%	—	%

Equity Compensation	0.5	%	—	%	—	%	—	%
Goodwill impairment	—	%	(11.4)	%	—	%	—	%
Total income tax (benefit) expense	6.2	%	4.6	%	(0.6)	%	(96.3)	%

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 would be realizable through the reversal of existing deferred tax liabilities listed below. It therefore reduced the valuation allowance accordingly. As of December 31, 2023 (Successor Period), a valuation allowance of $19.8 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, 2023 (Successor Period) and December 31, 2022 (Successor Period) are presented below:


	As of December 31, 2023		As of December 31, 2022


(In thousands)	Successor
Deferred tax assets:
Accrued interest to foreign related parties	$	2,771	$	1,660
Lease liability	2,222		2,434

Formation costs	1,421		1,509
Net operating losses	20,669		13,117
Inventory reserve	2,134		1,731

Other temporary differences	962		646
Accrued compensation	1,112		1,377
R&D tax credits	482		379
Non-deductible interest carryover	5,077		3,350
Below market contract	1,469		2,373
Capitalized research	2,811		2,538
Investment in Waldencast LP	9,059		3,466
Total deferred tax assets	50,189		34,580
Deferred tax liabilities:
Goodwill	(1,016)		(285)
Fixed asset basis	(92)		(370)
Lease asset	(1,015)		(2,025)
Intangibles	(43,543)		(46,206)

Total deferred tax liabilities	(45,666)		(48,886)
Net deferred tax (liabilities) assets	4,523		(14,306)
Less: valuation allowance	(19,752)		(7,944)
Net deferred tax liabilities	$	(15,229)	$	(22,250)

Net operating losses and tax credit carryforwards as of December 31, 2023 (Successor Period) and December 31, 2022 (Successor Period) were as follows:


	As of December 31, 2023			As of December 31, 2022

	Successor
(In thousands)	Amount		Expiration Year	Amount		Expiration Year
Net operating losses, federal	$	75,142	Do Not Expire	$	50,772	Do Not Expire
Net operating losses, state	$	64,984	2039 - 2043	$	39,366	2039-2042
Tax Credits, federal	$	387	2039 - 2041	$	283	2038-2039
Tax Credits, state	$	121	Do Not Expire	$	121	Do Not Expire
Net operating losses, Hong Kong	$	375	Do Not Expire	$	—
Net operating losses, Vietnam	$	1,929	2028	$	—

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, 2023 (Successor Period) or December 31, 2022 (Successor 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, 2023, (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 2019 through 2023 (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 R&D 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

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

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 notional maximum number of ordinary shares available for issuance under the Plan for the fiscal year ended December 31, 2023 (Successor Period) 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, bringing the total number of ordinary shares available for issuance to 19,361,660 as of December 31, 2023 (Successor Period). 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, 2023 (Successor Period), the Company had 4,923,262 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. In May 2023, the Board approved a modification to the LTI Awards by waiving the performance conditions for most Obagi and Waldencast employees totaling 137,537 RSUs. The conditions were not waived for the former Chief Executive Officer of Obagi and the Chief Executive Officer and Chief Growth Officer of Waldencast, resulting in forfeiture of 360,000 RSUs. Based on the financial statements prepared by the Company for the period ended December 31, 2022 (Successor Period), the Board certified that the applicable performance goals have not been met and, accordingly, that the 2022 RSUs granted to the Company’s founders will not vest. No additional grants of RSUs were made for the year ended December 31, 2023 (Successor Period).

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 year ended December 31, 2023 (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 December 31, 2022 (Successor)	20,452,155	$	9.50	8.3	$	39,118
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited	(1,536,797)	5.39		—	—
Balance as of December 31, 2023 (Successor)	18,915,358	9.10		7.3	47,792
Exercisable as of December 31, 2023 (Successor)	7,227,202	6.11		6.1	34,935
Vested and expected to vest as of December 31, 2023 (Successor)	18,915,358	$	9.10	7.3	$	47,792


	Period from July 28, 2022 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 year ended December 31, 2023 (Successor Period) was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2022 (Successor)	2,802,419	$	9.16
Granted	2,427,537	8.88
Vested	(846,736)	9.93
Forfeited	(2,086,389)	9.10
Outstanding as of December 31, 2023 (Successor)	2,296,831	$	8.72

The unrecognized compensation cost as of December 31, 2023 (Successor Period) for stock options and restricted stock was $21.9 million and $5.8 million, respectively. These costs are expected to be recognized over a weighted-average service period of 4.0 and 1.9 years for stock options and restricted stock, respectively.

Stock-based compensation

In January 2023, the Company granted an aggregate of 2,290,000 strategic growth incentive 2025 awards (the “SGI 2025 Awards”) in performance vested 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 per share of $8.88 and require a one-year post vesting holding period once the shares have been awarded.

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

DEBT - Scheduled Maturities (Details) - 2022 Credit Agreement $ in Thousands	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
2024	$ 9,718
2025	15,313
2026	137,812
2027	0
2028	0
Total unpaid principal	$ 162,843

- 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 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
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+ Details

REVENUE

12 Months Ended

Dec. 31, 2023

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:


	Year ended December 31, 2023
	Successor
(In thousands)	Obagi Skincare		Milk Makeup		Total
Revenue by Sales Channel
Direct sales	$	72,446	$	97,222	$	169,668
Distributors	40,203		3,245		43,448
Net product sales	$	112,649	$	100,467	$	213,116
Royalties	5,002		20		5,022
Net revenue	$	117,651	$	100,487	$	218,138


	Period from July 28 to December 31, 2022						Period from January 1 to July 27, 2022		Year ended December 31, 2021
	Successor						Predecessor
(In thousands)	Obagi Skincare		Milk Makeup		Total		Total		Total
Revenue by Sales Channel
Direct sales	$	30,276	$	30,192	$	60,468	$	39,649	$	68,181
Distributors	28,826		1,091		29,917		31,080		68,578
Net product sales	$	59,102	$	31,283	$	90,385	$	70,729	$	136,759
Royalties	1,988		—		1,988		3,031		5,713
Net revenue	$	61,090	$	31,283	$	92,373	$	73,760	$	142,472

For the year ended December 31, 2023 (Successor Period), two customers accounted for 28% and 20% of the Company’s revenue, respectively. During the period from July 28, 2022 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, 2022 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.

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 $58.6 million during the year ended December 31, 2023 (Successor Period), $26.3 million during the period from July 28, 2022 to December 31, 2022 (Successor Period), $32.2 million during the period from January 1, 2022 to July 27, 2022, (Predecessor Period), $58.8 million during the year ended December 31, 2021 (Predecessor Period). Revenue generated from products sold to the Spa Channel Distributor was $1.5 million during the year ended December 31, 2023 (Successor Period), $0.3 million during the period from July 28, 2022 to December 31, 2022 (Successor Period), $0.4 million during the period from January 1, 2022 to July 27, 2022, (Predecessor Period), and $3.6 million during the year ended December 31, 2021 (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:


	Year ended December 31, 2023		Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021
(In thousands)	Successor				Predecessor
Revenue by Geographic Region
North America	$	154,357	$	56,630	$	44,443	$	79,122
Rest of the World	58,759		33,755		26,286		57,637
Net product sales	$	213,116	$	90,385	$	70,729	$	136,759
Royalties	5,022		1,988		3,031		5,713
Total:	$	218,138	$	92,373	$	73,760	$	142,472

During the year ended December 31, 2023 (Successor Period), the one country that accounted for more than 10% of the Company’s total revenues was the United States, with net product sales amounting to $145.3 million.

During the period from July 28, 2022 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, 2022 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.

- 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.

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+ Details

STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions			1 Months Ended				7 Months Ended	12 Months Ended
	Aug. 12, 2022 segment individual shares	Jul. 27, 2022 USD ($) shares	May 31, 2023 shares	Jan. 31, 2023 $ / shares shares	Nov. 30, 2022 shares	Jan. 31, 2021 segment shares	Jul. 27, 2022 USD ($) $ / shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of founders \| individual	2
Stock options, unrecognized compensation cost \| $								$ 21.9	$ 9.4
Weighted average fair value of options granted in period (in dollars per share) \| $ / shares							$ 15.55		$ 15.55
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%
Maximum number of shares available for issuance, including additional shares issued by the Board								19,361,660
Shares reserved for future issuance (in shares)								4,923,262
Restricted stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, unrecognized compensation cost \| $								$ 5.8	$ 12.4
Compensation cost, weighted average service period								1 year 10 months 24 days
Granted (in dollars per share) \| $ / shares							$ 38.90		$ 38.68
Restricted stock \| 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 \| Share-Based Payment Arrangement, Founder
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	692,000
Restricted stock \| Long-Term Incentive Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)								0
Vesting percentage					33.00%
Awards with modified performance conditions in period (in shares)			137,537
Forfeited (in shares)			360,000
Restricted stock \| 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 \| 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
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
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
SGI Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)				2,290,000
Maximum allocated target share units, percent				200.00%
Granted (in dollars per share) \| $ / shares				$ 8.88
Post vesting holding period				1 year

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Interest rate collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	$ 61	$ 198
Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	11,155	7,130
Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	17,492	11,181
(Level 1) \| Interest rate collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	0	0
(Level 1) \| Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	11,155	7,130
(Level 1) \| Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	0	0
(Level 2) \| Interest rate collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	61	198
(Level 2) \| Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	0	0
(Level 2) \| Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	17,492	11,181
(Level 3) \| Interest rate collar
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	0	0
(Level 3) \| Derivative warrant liabilities - Public
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	0	0
(Level 3) \| Derivative warrant liabilities - Private
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	$ 0	$ 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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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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SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Work in process	$ 10,336	$ 11,138
Finished goods	45,348	43,246
Total inventory	$ 55,684	$ 54,384

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

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:


	Year ended December 31, 2023		Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021
(In thousands, except for share and per share amounts)
	Successor				Predecessor
Numerator:
Net loss	$	(105,968)	$	(120,557)	$	(21,057)	$	(19,576)
Net loss attributable to noncontrolling interest	(15,987)		(24,990)		—		—
Net loss attributed to Class A shareholders - basic and diluted EPS	(89,981)		(95,567)		(21,057)		(19,576)
Denominator:
Weighted-average basic shares outstanding	91,158,500		86,460,560		8,000,002		8,000,002
Effect of dilutive securities	—		—		—		—
Weighted-average diluted shares	91,158,500		86,460,560		8,000,002		8,000,002
Basic and diluted net loss per share	$	(0.99)	$	(1.11)	$	(2.63)	$	(2.45)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year ended December 31, 2023	Period from July 28 to December 31, 2022	Period from January 1 to July 27, 2022	Year ended December 31, 2021

	Successor		Predecessor
Warrants	29,533,282	29,533,282	—	—
Stock options	18,915,358	20,452,155	774,800	800,000
Restricted stock	2,296,831	2,802,419	234,842	243,307
Total	50,745,471	52,787,856	1,009,642	1,043,307

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, 2023	Dec. 31, 2021
Segment Reporting Information [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 218,138	$ 142,472
Cost of goods sold	60,657	30,868	76,561	55,037
Gross profit	31,716	$ 42,892	141,577	$ 87,435
Obagi Skincare
Segment Reporting Information [Line Items]
Net revenue	61,090		117,651
Cost of goods sold	44,973		41,069
Gross profit	16,117		76,582
Milk Makeup
Segment Reporting Information [Line Items]
Net revenue	31,283		100,487
Cost of goods sold	15,684		35,492
Gross profit	$ 15,599		$ 64,995

- Definition

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

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BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2023

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)

STOCK-BASED COMPENSATION - Restricted Stock Activity (Details) - Restricted stock - $ / shares	7 Months Ended	12 Months Ended
	Jul. 27, 2022	Dec. 31, 2023	Dec. 31, 2021
Weighted Average Grant Date Fair Value per Share
Granted (in dollars per share)	$ 38.90		$ 38.68
Waldencast plc
Shares
Outstanding, beginning balance (in shares)		2,802,419
Granted (in shares)		2,427,537
Vested (in shares)		(846,736)
Forfeited (in shares)		(2,086,389)
Outstanding, ending balance (in shares)		2,296,831
Weighted Average Grant Date Fair Value per Share
Outstanding beginning balance (in dollars per share)		$ 9.16
Granted (in dollars per share)		8.88
Vested (in dollars per share)		9.93
Forfeited (in dollars per share)		9.10
Outstanding ending balance (in dollars per share)		$ 8.72
Obagi Cosmeceuticals
Shares
Outstanding, beginning balance (in shares)	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 (in dollars per share)	$ 38.68		$ 0
Granted (in dollars per share)	68.19		38.68
Exercised (in dollars per share)	0		0
Vested (in dollars per share)	0		0
Forfeited (in dollars per share)	38.68		0
Outstanding ending balance (in dollars per share)	$ 38.90		$ 38.68

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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.

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, goodwill valuation, inventory valuation, 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—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, 2023 (Successor Period), one U.S. customer accounted for 27% of accounts receivable. As of December 31, 2022 (Successor Period), two U.S. customers accounted for 50% and 19% of accounts receivable, respectively.

During the year ended December 31, 2023 (Successor Period), one vendor exceeded 10% of inventory purchases. 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 year ended December 31, 2023 (Successor Period), the Company purchased approximately 17% of inventory from one vendor. 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.

As of December 31, 2023 (Successor Period), one vendor accounted for 18% of accounts payable. As of December 31, 2022 (Successor Period), two vendors accounted for 15% and 12%, respectively, of accounts payable.

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—The Company’s restricted cash represents funds that were not accessible for general purpose cash needs due to contractual limitations. As of December 31, 2023 (Successor Period), the Company’s cash and cash equivalents, and restricted cash balance of $22.6 million shown on the consolidated statements of cash flows consisted of $21.1 million and $1.5 million, respectively. As of December 31, 2022 (Successor Period), the Company’s cash and cash equivalents, and restricted cash balance of $10.2 million shown on the consolidated statements of cash flows consisted of $8.7 million and $1.5 million, respectively. 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.

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 products are 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 —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 9. 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 9. Financial Instruments” for further discussion of the warrants, including the FPA Warrants (as defined below).

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 10. 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— 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— 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 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 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—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 — 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 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—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—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—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.

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

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—R&D costs are expensed as incurred. Costs associated with R&D 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).

Distribution—Costs related to shipping, handling, warehousing and distribution for the year ended December 31, 2023 (Successor Period), the period from July 28, 2022 to December 31, 2022 (Successor Period), were $6.6 million, $2.0 million, respectively. These costs include costs that are incurred in order to get the product from the distribution centers to the end consumer and are included within SG&A expense. The Company accounts for shipping and handling activities as fulfillment activities instead of as performance obligations and recognizes these costs as SG&A expenses. Amounts billed to customers for shipping and handling are included in revenue. In the Predecessor periods the Company only included shipping and handling costs in SG&A expense. The costs related to shipping and handling for the period from January 1, 2022 to July 27, 2022 (Predecessor Period), and the year ended December 31, 2021 (Predecessor Period) were $0.6 million, and $1.0 million, respectively.

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 $16.3 million, $11.7 million, $6.8 million, and $9.2 million for the year ended December 31, 2023 (Successor Period), the period from July 28, 2022 to December 31, 2022 (Successor Period), the period from January 1, 2022 to July 27, 2022 (Predecessor Period), and the year ended December 31, 2021 (Predecessor Period), 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

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 estimated 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—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 $19.8 million was recorded as of December 31, 2023 (Successor Period) and $7.9 million was recorded as of December 31, 2022 (Successor 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, 2023 (Successor Period) and December 31, 2022 (Successor 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. There were no amounts accrued for interest and penalties as of December 31, 2023 (Successor Period), December 31, 2022 (Successor Period), or December 31, 2021 (Predecessor Period).

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 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—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

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 were effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, and early adoption was permitted. This guidance was 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 did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Standards, Not Yet Adopted

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, 2023 for an EGC company, 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, 2024, 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.

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, 2023	Dec. 31, 2021
Net revenue	$ 92,373	$ 73,760	$ 218,138	$ 142,472
Cost of goods sold	60,657	$ 30,868	76,561	$ 55,037
Related Party \| Supply Commitment
Net revenue	17,219		5,965
Cost of goods sold	$ 1,662		$ 5,128

- Definition

+ References

+ Details

RELATED PARTY TRANSACTIONS - MILK (Details) - Related Party - Milk Makeup - USD ($) $ in Millions	5 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Related Party Transaction [Line Items]
Administrative expenses	$ 0.1	$ 0.3
Influencer fees		$ 0.1

RELATED PARTY TRANSACTIONS - Related Party Notes and Advances (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Oct. 31, 2021	Dec. 31, 2023	Jul. 31, 2022	Jul. 27, 2022	May 31, 2022	Aug. 31, 2021	Mar. 18, 2021	Jan. 31, 2021
Related Party Transaction [Line Items]
Exercise price of warrants (in dollars per share)		$ 11.50
Sponsor \| January Note \| Related Party \| Note Payable
Related Party Transaction [Line Items]
Debt								$ 300
Outstanding borrowings							$ 0
Sponsor \| Convertible Working Capital Note \| Related Party \| Note Payable
Related Party Transaction [Line Items]
Debt		$ 0				$ 1,500
Promissory note	$ 1,500
Outstanding borrowings as of closing date				$ 1,500
Exercise price of warrants (in dollars per share)				$ 1.50
Number of warrants (in shares)				1,000,000
Sponsor \| Non-Convertible Working Capital Notes \| Related Party \| Note Payable
Related Party Transaction [Line Items]
Debt		$ 0	$ 450		$ 600
Outstanding borrowings as of closing date				$ 1,050

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2023
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, 2023 (Successor Period), the Company’s associated future minimum payment was $1.0 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. As of December 31, 2023 (Successor Period), the Company’s associated future minimum payment was $10.6 million over the next 12 months. Legal Proceedings Except for the SEC investigation described below, 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. SEC Investigation 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.

RELATED PARTY TRANSACTIONS - Transactions with Cedarwalk in Connection with the Business Combination (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 27, 2022	Dec. 31, 2023	Dec. 31, 2021	Jul. 28, 2022
Related Party Transaction [Line Items]
Net revenue (including related party net revenue of $5,965 and $17,219 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	$ 92,373	$ 73,760	$ 218,138	$ 142,472
Cost of goods sold (including related party costs of $1,662 and $5,128 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	60,657	30,868	76,561	55,037
Net product sales
Related Party Transaction [Line Items]
Net revenue (including related party net revenue of $5,965 and $17,219 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	90,385	$ 70,729	213,116	$ 136,759
Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	285		1,101
Related Party \| Supply Commitment
Related Party Transaction [Line Items]
Net revenue (including related party net revenue of $5,965 and $17,219 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	17,219		5,965
Cost of goods sold (including related party costs of $1,662 and $5,128 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	1,662		5,128
Cedarwalk \| Waldencast plc \| Related Party \| Class A Ordinary Shares \| Obagi China Business
Related Party Transaction [Line Items]
Ownership interest in fully diluted Class A ordinary shares (percent)					24.50%
Obagi China Business \| Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	$ 300		1,100
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 (including related party net revenue of $5,965 and $17,219 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	$ 17,000		5,600
Cost of goods sold (including related party costs of $1,662 and $5,128 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	5,100		1,700
Obagi China Business \| Related Party \| Net product sales
Related Party Transaction [Line Items]
Net revenue (including related party net revenue of $5,965 and $17,219 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	$ 200		$ 300

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2023

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 2, Summary of Significant Accounting Policies.”

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


	Year ended December 31, 2023						Period from July 28 to December 31, 2022
	Successor						Successor
(In thousands)	Obagi Skincare		Milk Makeup		Total		Obagi Skincare		Milk Makeup		Total

Net revenue	$	117,651	$	100,487	$	218,138	$	61,090	$	31,283	$	92,373
Cost of goods sold	41,069		35,492		76,561		44,973		15,684		60,657
Gross profit	$	76,582	$	64,995	$	141,577	$	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 year ended December 31, 2023 (Successor Period):


	Year ended December 31, 2023		Period from July 28 to December 31, 2022
(In thousands)	Successor

Gross profit	$	141,577	$	31,716
Selling, general and administrative	220,313		88,926
Research and development	3,195		1,796
Loss on impairment of goodwill	—		68,715
Interest expense, net	18,906		6,230
Change in fair value of derivative warrant liabilities	10,337		(6,793)
Other expenses (income), net	1,769		(798)
Loss before income taxes	$	(112,943)	$	(126,360)
Income tax (benefit) expense	(6,975)		(5,803)
Net loss	$	(105,968)	$	(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

RELATED PARTY TRANSACTIONS - Registration Rights (Details) - Related Party	1 Months Ended
	Aug. 31, 2022 shares
Class A Ordinary Shares
Related Party Transaction [Line Items]
Stock registered (in shares)	121,120,063
Class A Ordinary Shares \| Private Placement Warrants
Related Party Transaction [Line Items]
Stock registered (in shares)	18,033,332
Class A Ordinary Shares \| Forward Purchase Agreement
Related Party Transaction [Line Items]
Stock registered (in shares)	33,300,000
Class A Ordinary Shares \| Private Placement
Related Party Transaction [Line Items]
Stock registered (in shares)	11,800,000
Class A Ordinary Shares \| Obagi Merger
Related Party Transaction [Line Items]
Stock registered (in shares)	28,237,506
Class A Ordinary Shares \| Milk Transaction
Related Party Transaction [Line Items]
Stock registered (in shares)	21,104,225
Class A Ordinary Shares \| Sponsor
Related Party Transaction [Line Items]
Stock registered (in shares)	8,545,000
Class A Ordinary Shares \| Investor Directors
Related Party Transaction [Line Items]
Stock registered (in shares)	80,000
Class A Ordinary Shares \| Aaron Chatterley
Related Party Transaction [Line Items]
Stock registered (in shares)	20,000
Class B Ordinary Shares \| Milk Transaction
Related Party Transaction [Line Items]
Stock registered (in shares)	21,104,225

INCOME TAX BENEFIT - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Accrued interest to foreign related parties	$ 2,771	$ 1,660
Lease liability	2,222	2,434
Formation costs	1,421	1,509
Net operating losses	20,669	13,117
Inventory reserve	2,134	1,731
Other temporary differences	962	646
Accrued compensation	1,112	1,377
R&D tax credits	482	379
Non-deductible interest carryover	5,077	3,350
Below market contract	1,469	2,373
Capitalized research	2,811	2,538
Investment in Waldencast LP	9,059	3,466
Total deferred tax assets	50,189	34,580
Deferred tax liabilities:
Goodwill	(1,016)	(285)
Fixed asset basis	(92)	(370)
Lease asset	(1,015)	(2,025)
Intangibles	(43,543)	(46,206)
Total deferred tax liabilities	(45,666)	(48,886)
Net deferred tax (liabilities) assets	4,523	(14,306)
Less: valuation allowance	(19,752)	(7,944)
Net deferred tax liabilities	$ (15,229)	$ (22,250)

INTANGIBLE ASSETS—NET (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets, net consisted of the following as of December 31, 2023 (Successor Period):


(In thousands)	Weighted Average Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademark and trade name	14	$	559,644	$	(59,989)	$	499,655
Customer relationships	11	36,000		(4,532)		31,468
Supply agreement	5	38,900		(11,105)		27,795
Formulations	8	28,900		(5,101)		23,799
Patents	20	154		(8)		146
Total		$	663,598	$	(80,735)	$	582,863

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

Schedule of Expected Amortization Expense

Expected amortization for each of the years between 2024 through 2028, and thereafter are as follows:

(In thousands)


Years ending December 31
2024	$	56,710
2025	56,710
2026	56,710
2027	53,385
2028	48,930
Thereafter	310,418
	$	582,863

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 (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	$	61	$	—	$	61	$	—
Liabilities:
Derivative warrant liabilities - Public	$	11,155	$	11,155	$	—	$	—
Derivative warrant liabilities - Private	$	17,492	$	—	$	17,492	$	—


	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	$	—

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, 2023	Dec. 31, 2021
Income Statement [Abstract]
Net revenue (including related party net revenue of $5,965 and $17,219 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	$ 92,373	$ 73,760	$ 218,138	$ 142,472
Cost of goods sold (including related party costs of $1,662 and $5,128 in the year ended December 31, 2023 (Successor Period) and the period from July 28, 2022 to December 31, 2022 (Successor Period), respectively)	60,657	30,868	76,561	55,037
Gross profit	31,716	42,892	141,577	87,435
Selling, general and administrative	88,926	55,549	220,313	82,968
Research and development	1,796	2,606	3,195	6,092
Loss on impairment of goodwill	68,715	0	0	0
Total operating expenses	159,437	58,155	223,508	89,060
Operating loss	(127,721)	(15,263)	(81,931)	(1,625)
Interest expense, net	6,230	6,652	18,906	11,118
Change in fair value of derivative warrant liabilities (Note 9)	(6,793)	0	10,337	0
Loss on extinguishment of debt (Note 9)	0	0	0	2,317
Gain on PPP Loan forgiveness (Note 7)	0	0	0	(6,824)
Loss on write-off of loan receivable	0	0	0	2,555
Other expense (income), net	(798)	(971)	1,769	(817)
Total other expenses (income), net	(1,361)	5,681	31,012	8,349
(Loss) income before income taxes	(126,360)	(20,944)	(112,943)	(9,974)
Income tax (benefit) expense	(5,803)	113	(6,975)	9,602
Net loss	(120,557)	(21,057)	(105,968)	(19,576)
Net loss attributable to noncontrolling interests	(24,990)	0	(15,987)	0
Net loss attributable to Class A shareholders	$ (95,567)	$ (21,057)	$ (89,981)	$ (19,576)
Net loss per share attributable to Class A shareholders (Note 14):
Basic (in dollars per share)	$ (1.11)	$ (2.63)	$ (0.99)	$ (2.45)
Diluted (in dollars per share)	$ (1.11)	$ (2.63)	$ (0.99)	$ (2.45)
Shares used in computing net loss per share (Note 14):
Basic (in shares)	86,460,560	8,000,002	91,158,500	8,000,002
Diluted (in shares)	86,460,560	8,000,002	91,158,500	8,000,002
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	$ (36)	$ 96	$ (147)	$ (32)
Comprehensive loss	(120,593)	(20,961)	(106,115)	(19,608)
Comprehensive loss attributable to noncontrolling interests	(24,997)	0	(16,012)	0
Comprehensive loss attributable to Class A shareholders	$ (95,596)	$ (20,961)	$ (90,103)	$ (19,608)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

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) and the year ended December 31, 2023 (Successor Period) 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

Use of Estimates

Concentrations of Credit Risk

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

Inventories

Obsolete, Scrap and Expired Inventory

Sales Returns

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

Derivatives

Warrant Liabilities

Fair Value Measurement

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

Capitalized Software and Website Development Costs

Prepaid Expenses

Prepaid Inventory

Prepaid Marketing and Advertising

Property and Equipment, Net


			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

Intangible Assets, Net

Impairment of Long-Lived Assets

Business Combinations

Goodwill

Deferred Issuance Costs

Accounts Receivable, Net

Revenue Recognition and Distribution

Product Sales

Promotional Products

Royalties

Costs to Obtain a Contract with a Customer

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.Distribution—Costs related to shipping, handling, warehousing and distribution for the year ended December 31, 2023 (Successor Period), the period from July 28, 2022 to December 31, 2022 (Successor Period), were $6.6 million, $2.0 million, respectively. These costs include costs that are incurred in order to get the product from the distribution centers to the end consumer and are included within SG&A expense. The Company accounts for shipping and handling activities as fulfillment activities instead of as performance obligations and recognizes these costs as SG&A expenses. Amounts billed to customers for shipping and handling are included in revenue. In the Predecessor periods the Company only included shipping and handling costs in SG&A expense.

Cost of Goods Sold

Research and Development

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

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.

Income Taxes

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

Net Income (Loss) Per Share

Noncontrolling Interests

Segments

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

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Standards, Not Yet Adopted

LEASES

12 Months Ended

Dec. 31, 2023

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 (Successor Period). 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 $3.5 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:


	Year ended December 31, 2023
(in thousands)	(Successor)
Cash paid for amounts included in the measurement of operating lease liabilities:	$	3,309
Right-of-use assets obtained in exchange for new operating lease liabilities:	$	446


			Year ended December 31, 2023
			(Successor)
Weighted-average remaining lease term			6.92
Weighted-average discount rate			5.9%


(in thousands)	Amount
2024	$	3,258
2025	3,504
2026	2,899
2027	2,452
2028	2,504
Thereafter	6,721
Total future minimum lease payments	$	21,338
Less: Imputed Interest	3,407
Total reported lease liability	$	17,931

Texas Leases

In December 2021 and July 2022, Obagi entered into a lease for a warehouse and office space, respectively, in Texas as part of their plans to relocate headquarters from California.

The warehouse space was never made operational and the Company permanently decided not to use the warehouse with no intention to occupy or utilize the space in the future, and actively began marketing the space for sublease. As a result, the Company recorded an impairment charge of $0.8 million during the year ended December 31, 2023 (Successor Period) which was the excess of the carrying value of the associated lease right-of-use asset over its fair value. The lease will expire in February 2031 and the Company plans to sublease the facilities.

In September 2023, Obagi vacated the Texas office space and relocated its headquarters back to California, permanently deciding to not use the office with no intention to occupy or utilize the space in the future, and actively began marketing the space for sublease. We have entered into a sublease for the office space that will run through December 2025 with annual rent of $0.4 million. The sublease does not contain a provision for early termination or extension at the end of the lease. As a result, the Company recorded an impairment charge of $2.7 million during the year ended December 31, 2023 (Successor Period) which was the excess of the carrying value of the associated office lease right-of-use asset over its fair value.

The Company estimated the fair values using discounted cash flows from the estimated net sublease rental income as of the date the decision to sublease was made. The impairment charges are included in general, administrative, and other expenses in the consolidated statements of operations.

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 and $1.2 million for the period from January 1, 2022 to July 27, 2022 (Predecessor Period) and the year ended December 31, 2021 (Predecessor Period), respectively.

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, 2023	Dec. 31, 2021
Retirement Benefits [Abstract]
Company 401(k) retirement plan contributions	$ 0.3	$ 0.4	$ 1.2	$ 0.6

DEBT - Summary of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Unamortized debt issuance costs	$ (3,050)	$ (5,445)	$ (6,300)
Net carrying amount	159,793	179,324
Less: Current portion of long-term debt	(8,529)	(20,095)
Total long-term portion	151,264	159,229
2022 Term Loan
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Less: Current portion of long-term debt	(8,800)
2022 Revolving Credit Facility
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Less: Current portion of long-term debt	0
Note Payable \| D&O Insurance
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Short-term debt	968	0
Line of Credit \| 2022 Term Loan \| Secured Debt
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Long-term debt	161,875	170,652
Line of Credit \| 2022 Revolving Credit Facility \| Revolving Credit Facility
Schedule of Long Term and Short Term Debt Instruments [Line Items]
Long-term debt	$ 0	$ 14,117

INTANGIBLE ASSETS—NET - Expected Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 56,710
2025	56,710
2026	56,710
2027	53,385
2028	48,930
Thereafter	310,418
Net Carrying Amount	$ 582,863	$ 639,165

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	7 Months Ended	12 Months Ended
	Jul. 27, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Waldencast plc
Number of Common Stock Options
Beginning balance (in shares)		20,452,155
Granted (in shares)		0
Exercised (in shares)		0
Forfeited (in shares)		(1,536,797)
Ending balance (in shares)		18,915,358	20,452,155
Exercisable (in shares)		7,227,202
Vested and expected to vest (in shares)		18,915,358
Weighted Average Exercise Price
Beginning balance (in dollars per share)		$ 9.50
Granted (in dollars per share)		0
Exercised (in dollars per share)		0
Forfeited (in dollars per share)		5.39
Ending balance (in dollars per share)		9.10	$ 9.50
Exercisable (in dollars per share)		6.11
Vested and expected to vest (in dollars per share)		$ 9.10
Weighted Average Remaining Contractual Life (in years)
Outstanding (in years)		7 years 3 months 18 days	8 years 3 months 18 days
Exercisable (in years)		6 years 1 month 6 days
Vested and expected to vest (in years)		7 years 3 months 18 days
Aggregate intrinsic Value (in thousands)
Outstanding		$ 47,792	$ 39,118
Exercisable		34,935
Vested and expected to vest		$ 47,792
Obagi Cosmeceuticals
Number of Common Stock Options
Beginning balance (in shares)	800,000		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 (in dollars per share)	$ 41.10		$ 41.10	$ 0
Granted (in dollars per share)	0			41.10
Exercised (in dollars per share)	0			0
Forfeited (in dollars per share)	41.10			0
Vested (in dollars per share)	0			0
Ending balance (in dollars per share)	$ 41.10			$ 41.10
Weighted Average Remaining Contractual Life (in years)
Outstanding (in years)	8 years 6 months			9 years 1 month 6 days
Granted (in years)				9 years 1 month 6 days
Forfeited (in years)	8 years 7 months 6 days
Aggregate intrinsic Value (in thousands)
Outstanding	$ 19,659			$ 16,456	$ 0
Granted				$ 16,456
Forfeited	$ 639

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Accrued salaries and related expenses	$ 8,702	$ 9,069
Accrued sales returns and damages	2,527	2,651
Accrued interest	1,357	134
Accrued distribution fees	590	1,621
Accrued professional services	2,901	1,171
Total	23,698	26,123
Related Party
Related Party Transaction [Line Items]
Other	5,856	9,914
Total	5,856	9,914
Nonrelated Party
Related Party Transaction [Line Items]
Other	$ 1,765	$ 1,563

INCOME TAX BENEFIT (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Consolidated Pretax Income (Loss)

The Company’s consolidated pretax loss for the year ended December 31, 2023 (Successor Period), the period from July 28, 2022 to December 31, 2022 (Successor Period), the period from January 1, 2022 to July 27, 2022

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


	Year ended December 31, 2023		Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021

(In thousands)	Successor				Predecessor
Loss before income taxes:
United States	$	(82,868)	$	(125,281)	$	(17,676)	$	(15,320)
Foreign	(30,075)		(1,079)		(3,268)		5,346
Total	$	(112,943)	$	(126,360)	$	(20,944)	$	(9,974)

Schedule of Provision for Income Taxes


	Year ended December 31, 2023		Period from July 28 to December 31, 2022		Period from January 1 to July 27, 2022		Year ended December 31, 2021

(In thousands)	Successor				Predecessor
Current provision (benefit):
Federal	$	12	$	—	$	—	$	—
State	32		20		19		58
Foreign	2		—		4		170
	46		20		23		228
Deferred (income) expense:
Federal	(7,927)		(4,557)		38		7,597
State	906		(1,266)		52		1,777
Foreign	—		—		—		—
	(7,021)		(5,823)		90		9,374
Net income tax (benefit) provision	$	(6,975)	$	(5,803)	$	113	$	9,602

Schedule of Components of Income Tax Expense

The components of income tax expense related to the following:


	Year ended December 31, 2023		Period from July 28, 2022 to December 31, 2022		Period from January 1, 2022 to July 27, 2022		Year ended December 31, 2021

	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	15.9	%	20.7	%	17.7	%	30.5	%
State income tax benefit, net of federal benefit	2.1	%	2.4	%	1.4	%	1.8	%
Permanent Items	(0.1)	%	0.2	%	(0.1)	%	(0.2)	%
Noncontrolling interest	(1.8	%)	(1.1	%)	0.0	%	0.0	%
Change in valuation allowance	(10.4	%)	(6.1	%)	(16.9	%)	(141.0	%)
Transaction bonuses	—	%	—	%	8.6	%	—	%
Transaction costs	—	%	—	%	(11.3)	%	—	%
PPP Loan forgiveness	—	%	—	%	—	%	14.4	%
True-Ups	—	%	—	%	—	%	(1.8)	%
Tax credits	—	%	—	%	—	%	—	%

Equity Compensation	0.5	%	—	%	—	%	—	%
Goodwill impairment	—	%	(11.4)	%	—	%	—	%
Total income tax (benefit) expense	6.2	%	4.6	%	(0.6)	%	(96.3)	%

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, 2023 (Successor Period) and December 31, 2022 (Successor Period) are presented below:


	As of December 31, 2023		As of December 31, 2022


(In thousands)	Successor
Deferred tax assets:
Accrued interest to foreign related parties	$	2,771	$	1,660
Lease liability	2,222		2,434

Formation costs	1,421		1,509
Net operating losses	20,669		13,117
Inventory reserve	2,134		1,731

Other temporary differences	962		646
Accrued compensation	1,112		1,377
R&D tax credits	482		379
Non-deductible interest carryover	5,077		3,350
Below market contract	1,469		2,373
Capitalized research	2,811		2,538
Investment in Waldencast LP	9,059		3,466
Total deferred tax assets	50,189		34,580
Deferred tax liabilities:
Goodwill	(1,016)		(285)
Fixed asset basis	(92)		(370)
Lease asset	(1,015)		(2,025)
Intangibles	(43,543)		(46,206)

Total deferred tax liabilities	(45,666)		(48,886)
Net deferred tax (liabilities) assets	4,523		(14,306)
Less: valuation allowance	(19,752)		(7,944)
Net deferred tax liabilities	$	(15,229)	$	(22,250)

Summary of Net Operating Losses and Tax Credit Carryforwards

Net operating losses and tax credit carryforwards as of December 31, 2023 (Successor Period) and December 31, 2022 (Successor Period) were as follows:


	As of December 31, 2023			As of December 31, 2022

	Successor
(In thousands)	Amount		Expiration Year	Amount		Expiration Year
Net operating losses, federal	$	75,142	Do Not Expire	$	50,772	Do Not Expire
Net operating losses, state	$	64,984	2039 - 2043	$	39,366	2039-2042
Tax Credits, federal	$	387	2039 - 2041	$	283	2038-2039
Tax Credits, state	$	121	Do Not Expire	$	121	Do Not Expire
Net operating losses, Hong Kong	$	375	Do Not Expire	$	—
Net operating losses, Vietnam	$	1,929	2028	$	—

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Dec. 31, 2023
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 3. 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. On July 15, 2021, ZhongHua Finance Acquisition Fund I, L.P. (“ZhongHua”), Obagi’s sole shareholder, transferred its 4,000,000 ordinary 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) and the year ended December 31, 2023 (Successor Period) 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.

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, 2023	Dec. 31, 2021
Condensed Income Statements, Captions [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 218,138	$ 142,472
Selling, general and administrative	88,926	55,549	220,313	82,968
Operating loss	(127,721)	(15,263)	(81,931)	(1,625)
Other expense (income):
Change in fair value of derivative warrant liabilities	6,793	0	(10,337)	0
(Loss) income before income taxes	(126,360)	(20,944)	(112,943)	(9,974)
Income tax benefit	5,803	(113)	6,975	(9,602)
Net loss attributable to Class A shareholders	(95,567)	(21,057)	(89,981)	(19,576)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	(36)	96	(147)	(32)
Comprehensive loss attributable to Class A shareholders	(95,596)	$ (20,961)	(90,103)	$ (19,608)
Parent Company
Condensed Income Statements, Captions [Line Items]
Net revenue	0		0
Selling, general and administrative	0		1,259
Operating loss	0		(1,259)
Other expense (income):
Interest expense, net	19		(14)
Change in fair value of derivative warrant liabilities	6,793		10,337
(Loss) income before income taxes	6,812		(11,582)
Income tax benefit	0		0
(Loss) income before equity in undistributed earnings of subsidiaries	6,812		(11,582)
Equity in undistributed earnings of subsidiaries	(102,379)		(78,399)
Net loss attributable to Class A shareholders	(95,567)		(89,981)
Other comprehensive (loss) income — foreign currency translation adjustments, net of tax	(29)		(122)
Comprehensive loss attributable to Class A shareholders	$ (95,596)		$ (90,103)

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Waldencast 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, with the remaining approximately $2.0 million of proceeds related to the closing of the Subscription Agreements 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. Indemnification Agreements The Company has entered into indemnification agreements with each of its directors and executive officers. 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. 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, 2023 (Successor Period) and December 31, 2022 (Successor Period), the Company had less than $0.1 million and $0.4 million, respectively, 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, dated March 15, 2021, between the initial shareholders of Waldencast Acquisition Corp. and Waldencast (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). 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 on gross sales of licensed products. During the year ended December 31, 2023 (Successor Period) net revenue generated from related party royalties was $0.3 million. 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 year ended December 31, 2023 (Successor Period) net revenue generated from supplying products to the Obagi China Business was $5.6 million and the related cost of goods sold was $1.7 million. 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, 2023 (Successor Period), the Company had $1.1 million in related party accounts receivable from the Obagi China Business in the consolidated balance sheet. 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 year ended December 31, 2023 (Successor Period) or the period ended December 31, 2022 (Successor Period). Transactions with Waldencast Ventures LP Waldencast Ventures LP is a shareholder of the Company and is controlled by Michel Brousset. The Company reimbursed Waldencast Ventures LP with respect to salary and other costs relating to Michel Brousset and Hind Sebti incurred by Waldencast Ventures LP in 2022 following the Business Combination as well as a portion of rent related to the Company’s London offices. For the year-ended December 31, 2023 (Successor Period) the total amount reimbursed was $0.3 million. 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. Milk also receives certain services from an employee of Milk Studios. During the year ended December 31, 2023 (Successor Period), the Company incurred administrative fees of $0.3 million in connection with the sublease and services, which is recorded in SG&A expenses in consolidated statements of operations and comprehensive loss. 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. One of the cofounders of Milk Makeup and a shareholder of the Company is party to an influencer agreement with Milk Makeup pursuant to which she provides certain brand services to Milk Makeup. Milk incurred $0.1 million in fees pursuant to this agreement during the year-ended December 31, 2023 (Successor Period).

- 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
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

COVER	12 Months Ended
COVER	Dec. 31, 2023 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, 2023
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	Yes
Entity Interactive Data Current	Yes
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]	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	2023
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	101,228,857
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	20,847,553
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

BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	5 Months Ended	7 Months Ended	12 Months Ended
	Jul. 28, 2022 USD ($) director $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Jul. 27, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares							$ 0.50
Stock conversion ratio (in shares) \| shares					1
Pre-tax losses			$ 126,360	$ 20,944	$ 112,943		$ 9,974
Loss on impairment of goodwill			68,715	0	0	$ 68,715	0
Net revenue			92,373	73,760	218,138		142,472
Related party liability			26,123		23,698	26,123
Cost of goods sold			60,657	30,868	76,561		55,037
Obagi Vietnam Import Export Trading MTV Company Limited
Business Acquisition [Line Items]
Asset acquisition, inventory		$ 1,600
Related Party
Business Acquisition [Line Items]
Related party liability			$ 9,914		$ 5,856	$ 9,914
Obagi China Business \| Related Party
Business Acquisition [Line Items]
Pre-tax losses				$ 8,000			$ 3,700
Class A Ordinary Shares
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 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	$ 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		$ 4,100
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		0	$ 68,715
Net revenue			61,090		117,651
Cost of goods sold			$ 44,973		$ 41,069
Obagi Skincare \| Obagi and Milk Business Combinations \| Related Party
Business Acquisition [Line Items]
Related party liability from merger	$ 22,100

RELATED PARTY TRANSACTIONS - Sponsor Shares (Details)	1 Months Ended
RELATED PARTY TRANSACTIONS - Sponsor Shares (Details)	Mar. 31, 2021 shares	Jan. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares	Jul. 28, 2022 shares	Dec. 31, 2021 shares	Feb. 28, 2021 shares
Related Party Transaction [Line Items]
Common shares outstanding (in shares)						8,000,002
Class B Ordinary Shares
Related Party Transaction [Line Items]
Common shares outstanding (in shares)			20,847,553	21,104,225
Sponsor \| Related Party \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares)		7,187,500
Consideration received \| $		$ 25,000.000
Price per unit (in dollars per share) \| $ / shares		$ 0.003
Common shares outstanding (in shares)	8,545,000						7,107,500
Ownership percentage	20.00%
Investor Directors \| Related Party \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Common shares outstanding (in shares)							20,000
Sponsor and Investor Directors \| Related Party \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Common shares outstanding (in shares)					8,625,000
Stock conversion ratio					1

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, 2023	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax rate	0.00%	0.00%	0.00%	0.00%
Valuation allowance	$ 7,944		$ 19,752
Unrecognized tax benefits	$ 0		$ 0

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 12,036	$ 11,256
Less accumulated depreciation	(6,105)	(2,928)
Property and equipment, net	5,931	8,328
Computer hardware, software and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	689	944
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	533	724
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	812	608
Internally developed software
Property, Plant and Equipment [Line Items]
Total property and equipment	854	889
Gondolas
Property, Plant and Equipment [Line Items]
Total property and equipment	7,078	6,040
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,070	$ 2,051

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, 2023	Dec. 31, 2021
Numerator:
Net loss	$ (120,557)	$ (21,057)	$ (105,968)	$ (19,576)
Net loss attributable to noncontrolling interest	(24,990)	0	(15,987)	0
Net loss attributed to Class A shareholders - basic EPS	(95,567)	(21,057)	(89,981)	(19,576)
Net loss attributed to Class A shareholders - diluted EPS	$ (95,567)	$ (21,057)	$ (89,981)	$ (19,576)
Denominator:
Weighted-average basic shares outstanding (in shares)	86,460,560	8,000,002	91,158,500	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	91,158,500	8,000,002
Basic net loss per share (in dollars per share)	$ (1.11)	$ (2.63)	$ (0.99)	$ (2.45)
Diluted net loss per share (in dollars per share)	$ (1.11)	$ (2.63)	$ (0.99)	$ (2.45)

BUSINESS COMBINATIONS - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jul. 28, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Liabilities assumed:
Goodwill		$ 334,620	$ 334,620	$ 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	199,548	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	$ 135,072	$ 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

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, 2023	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	52,787,856	1,009,642	50,745,471	1,043,307
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	29,533,282	0	29,533,282	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	20,452,155	774,800	18,915,358	800,000
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,802,419	234,842	2,296,831	243,307

RELATED PARTY TRANSACTIONS - Subscription Agreement with PIPE Investors (Details) - Class A Ordinary Shares - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended
	Nov. 30, 2023	Sep. 30, 2023	Nov. 30, 2023
Related Party Transaction [Line Items]
Issued (in shares)		14,000,000
Price per unit (in dollars per share)		$ 5.00
Consideration received	$ 2.0	$ 68.0	$ 70.0

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, 2023	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenue	$ 92,373	$ 73,760	$ 218,138	$ 142,472
Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	61,090		117,651
Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	31,283		100,487
Net product sales
Disaggregation of Revenue [Line Items]
Net revenue	90,385	70,729	213,116	136,759
Net product sales \| Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	59,102		112,649
Net product sales \| Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	31,283		100,467
Net product sales \| Direct sales
Disaggregation of Revenue [Line Items]
Net revenue	60,468	39,649	169,668	68,181
Net product sales \| Direct sales \| Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	30,276		72,446
Net product sales \| Direct sales \| Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	30,192		97,222
Net product sales \| Distributors
Disaggregation of Revenue [Line Items]
Net revenue	29,917	31,080	43,448	68,578
Net product sales \| Distributors \| Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	28,826		40,203
Net product sales \| Distributors \| Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	1,091		3,245
Royalties
Disaggregation of Revenue [Line Items]
Net revenue	1,988	$ 3,031	5,022	$ 5,713
Royalties \| Obagi Skincare
Disaggregation of Revenue [Line Items]
Net revenue	1,988		5,002
Royalties \| Milk Makeup
Disaggregation of Revenue [Line Items]
Net revenue	$ 0		$ 20

- 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives (Details)	Dec. 31, 2023
Computer hardware and software
Property, Plant and Equipment [Line Items]
ESTIMATED USEFUL LIVES	3 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
ESTIMATED USEFUL LIVES	3 years
Furniture and fixtures \| 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

RELATED PARTY TRANSACTIONS - Forward Purchase Agreements (Details) - USD ($) $ in Millions					1 Months Ended				3 Months Ended
	Jul. 28, 2022	Dec. 20, 2021	Mar. 18, 2021	Mar. 01, 2021	Nov. 30, 2023	Sep. 30, 2023	Dec. 31, 2021	Mar. 31, 2021	Nov. 30, 2023
Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares)	1,000,000		5,933,333
Consideration received	$ 1.5
Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares)						14,000,000
Consideration received					$ 2.0	$ 68.0			$ 70.0
Related Party
Related Party Transaction [Line Items]
Performance fee allocation percentage								20.00%
Hurdle rate (percent)								5.00%
Hurdle rate accrual period				5 years
Burwell and Zeno \| Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares)		5,333,333
Burwell and Zeno \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares)		16,000,000
Burwell and Zeno \| Related Party
Related Party Transaction [Line Items]
Consideration received							$ 160.0
Burwell and Zeno \| Related Party \| Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares)							5,333,333
Burwell and Zeno \| Related Party \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares)							16,000,000
Beauty Ventures LLC
Related Party Transaction [Line Items]
Consideration received				$ 173.0
Beauty Ventures LLC \| Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares)				5,766,666
Beauty Ventures LLC \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares)				17,300,000
Beauty Ventures LLC \| Related Party
Related Party Transaction [Line Items]
Consideration received								$ 173.0
Beauty Ventures LLC \| Related Party \| Sponsor Warrants
Related Party Transaction [Line Items]
Issued (in shares)								5,766,666
Beauty Ventures LLC \| Related Party \| Class A Ordinary Shares
Related Party Transaction [Line Items]
Issued (in shares)								17,300,000

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, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period			$ 1,000
Balance at end of period	$ 1,000		1,600
Waldencast plc
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	1,061		994
Provision for bad debts	(67)		558
Write-off of uncollectible accounts	0		0
Balance at end of period	994	$ 1,061	$ 1,552
Obagi Cosmeceuticals
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 1,061	671
Provision for bad debts		390
Write-off of uncollectible accounts		0
Balance at end of period		$ 1,061

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

12 Months Ended

Dec. 31, 2023

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, 2023		As of December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	419	$	3,215
Intercompany receivable	51,964		—



Total current assets	52,383		3,215
Investment in subsidiary	745,537		823,936

TOTAL ASSETS	$	797,920	$	827,151

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:

Intercompany payables	—		8,942

Derivative warrant liabilities	28,647		18,311
TOTAL LIABILITIES	28,647		27,253

SHAREHOLDERS’ EQUITY:
Successor Class A ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 101,228,857 and 86,460,560 outstanding as of December 31, 2023 and December 31, 2022, respectively	9		8
Successor Class B ordinary shares, $0.0001 par value, 1,000,000,000 shares authorized; and 20,847,553 and 21,104,225 outstanding as of December 31, 2023 and December 31, 2022, respectively	2		2
Additional paid-in capital	871,527		796,038
Accumulated deficit	(246,761)		(156,780)
Accumulated other comprehensive loss	(151)		(29)

TOTAL CONTROLLING SHAREHOLDERS’ EQUITY	624,626		639,239
Noncontrolling Interest	144,647		160,659
TOTAL SHAREHOLDERS’ EQUITY	769,273		799,898
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	797,920	$	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)
	Year ended December 31, 2023		For the period from July 28 to December 31, 2022
Net revenue	$	—	$	—
Selling, general and administrative	1,259		—
Total operating loss	(1,259)		—
Other expense (income):
Interest expense, net	(14)		19
Change in fair value of derivative warrant liabilities	10,337		6,793
(Loss) income before income taxes	(11,582)		6,812
Income tax benefit	—		—
(Loss) income before equity in undistributed earnings of subsidiaries	(11,582)		6,812
Equity in undistributed earnings of subsidiaries	(78,399)		(102,379)

Net loss	(89,981)		(95,567)
Other comprehensive loss — foreign currency translation adjustments, net of tax	(122)		(29)
Comprehensive loss	$	(90,103)	$	(95,596)

Condensed Statement of Cash Flow


WALDENCAST PLC (PARENT COMPANY ONLY) CONDENSED STATEMENT OF CASH FLOW
(In thousands of U.S. dollars)
	Year ended December 31, 2023		Period from July 28 to December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(89,981)	$	(95,567)
Adjustments to reconcile net loss to net cash
Cash (used in) provided by operating activities:
Equity in income of subsidiaries	78,399		102,379
Change in fair value of derivative warrant liabilities	10,337		(6,793)
Net cash (used in) provided by operating activities	(1,245)		19
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from trust	—		6,400
Net cash provided by investing activities	—		6,400
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PIPE investments	70,000		—
Payment of PIPE transaction costs	(1,069)		—
Tax withholding	(1,204)		—
Transfers from subsidiaries	30,575		6,000
Transfers to subsidiaries	(66,250)		(300)
Expenses paid on behalf of subsidiaries	(33,603)		(8,982)
Net cash used in financing activities	(1,551)		(3,282)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(2,796)		3,137
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period	3,215		78
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period	$	419	$	3,215

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2023

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 (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

Balance as of December 31, 2023 (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

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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Costa Mesa, California