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United States securities and exchange commission logo
December 5, 2022
Liyuan Woo
Chief Financial Officer
Beauty Health Co
2165 Spring Street
Long Beach, CA 90806
Re: Form 10-K filed
March 1, 2022
File No. 001-39565
Dear Liyuan Woo :
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Financial Statements
Note 2 -- Summary of Significant Accounting Policies
Revenue Recognition, page 91
1. Please expand your
disclosures to explain how you determine the transaction price.
Address the different
forms of variable consideration included in your contracts with
customers, how you
estimated the variable consideration and whether the estimates were
constrained. Refer to
ASC 606-10-50-12(b), 50-12(d), 50-12(e), 50-17 and 50-20. In this
regard, we note your
disclosures on page 70 which indicates that the determination of the
reduction of the
transaction price for variable consideration requires that you make certain
estimates and
assumptions that affect the timing and amounts of revenue recognized.
Exhibits 31.1 and 31.2, page 1
2. Notwithstanding
management's exclusion of its report on ICFR, you must include the
internal control over
financial reporting language in the introductory portion of paragraph
4 of the Section 302
certifications, as well as paragraph 4(b). Please refer to the Division
Liyuan Woo
Beauty Health Co
December 5, 2022
Page 2
of Corporation Finance s C&DIs for Regulation S-K, Question 215.02.
and amend your
certifications accordingly. Address this comment as it relates to the
certifications
included in your fiscal year 2022 Forms 10-Q.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-
3355 with any questions.
Sincerely,
FirstName LastNameLiyuan Woo
Division of
Corporation Finance
Comapany NameBeauty Health Co
Office of Industrial
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FirstName LastName