0001818093-21-000034 | 10-Q | XBRL Viewer

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2021	Aug. 10, 2021
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Jun. 30, 2021
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39565
Entity Registrant Name	The Beauty Health Company
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1908962
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001818093
Entity Address, Address Line One	2165 Spring Street
Entity Address, City or Town	Long Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90806
City Area Code	800
Local Phone Number	603-4996
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		133,419,152
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	SKIN
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Class A Common Stock, at a price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock, at a price of $11.50 per share
Trading Symbol	SKINW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 101,467,000	$ 9,486,000
Accounts receivable, net of allowances for doubtful accounts of $2,681 and $2,032 at June 30, 2021 and December 31, 2020, respectively	40,128,000	18,576,000
Prepaid expenses	4,804,000	3,220,000
Income tax receivable	4,279,000	4,611,000
Inventories	23,762,000	23,202,000
Total current assets	174,440,000	59,095,000
Property and equipment, net	10,113,000	9,191,000
Intangible assets, net	51,884,000	50,935,000
Goodwill	103,100,000	98,531,000
Deferred tax assets, net	482,000	270,000
Other assets	2,489,000	4,813,000
Total assets	342,508,000	222,835,000
Current liabilities:
Accounts payable	17,328,000	18,485,000
Accrued payroll related expenses	18,327,000	9,475,000
Other accrued expenses	3,073,000	2,458,000
Income tax payable	764,000	0
Current portion of long-term debt due to related parties	0	512,000
Total current liabilities	39,492,000	30,930,000
Earn-out shares liability	126,000,000	0
Other long-term liabilities	1,767,000	1,854,000
Long-term debt due to related parties, net of current portion	0	216,024,000
Deferred tax liabilities, net	1,313,000	3,987,000
Warrant liabilities	157,866,000	0
Total liabilities	326,438,000	252,795,000
Commitments (Note 11)
Stockholders’ equity (deficit)
Class A Common Stock, $0.0001 par value; 320,000,000 shares authorized; 125,439,779 and 35,501,743 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	13,000	4,000
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at June 30, 2021 and December 31, 2020	0	0
Additional paid-in capital	202,352,000	13,952,000
Note receivable from stockholder	0	(554,000)
Accumulated other comprehensive (loss) income	(39,000)	242,000
Accumulated deficit	(186,256,000)	(43,604,000)
Total stockholders’ equity (deficit)	16,070,000	(29,960,000)
Total liabilities and stockholders’ equity (deficit)	$ 342,508,000	$ 222,835,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowances for doubtful accounts	$ 2,681	$ 2,032
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	320,000,000	320,000,000
Common stock, shares issued	125,439,779	35,501,743
Common stock, shares outstanding	125,439,779	35,501,743
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Net sales	$ 66,508	$ 14,116	$ 114,050	$ 46,652
Cost of sales	19,257	9,840	35,059	23,447
Gross profit	47,251	4,276	78,991	23,205
Operating expenses:
Selling and marketing	26,214	6,186	43,309	23,883
Research and development	2,988	597	4,440	1,972
General and administrative	44,402	5,412	55,213	12,605
Total operating expenses	73,604	12,195	102,962	38,460
Loss from operations	(26,353)	(7,919)	(23,971)	(15,255)
Other (income) expense:
Interest expense, net	2,060	5,667	7,759	9,817
Other expense (income), net	4,307	(56)	4,314	(61)
Change in fair value of warrant liabilities	72,027	0	72,027	0
Change in fair value of earn-out shares liability	36,525	0	36,525	0
Foreign currency (gain) loss, net	(24)	(81)	232	122
Total other expense	114,895	5,530	120,857	9,878
Loss before provision for income taxes	(141,248)	(13,449)	(144,828)	(25,133)
Income tax benefit	(1,870)	(3,052)	(2,176)	(5,667)
Net loss	(139,378)	(10,397)	(142,652)	(19,466)
Comprehensive loss, net of tax:
Foreign currency translation adjustments	(276)	(16)	(281)	(88)
Comprehensive loss	$ (139,654)	$ (10,413)	$ (142,933)	$ (19,554)
Basic loss per share (in dollars per share)	$ (1.52)	$ (0.30)	$ (2.24)	$ (0.58)
Diluted loss per share (in dollars per share)	$ (1.52)	$ (0.30)	$ (2.24)	$ (0.58)
Weighted-average common shares outstanding, basic	91,798,837	34,482,179	63,805,807	33,309,191
Weighted-average common shares outstanding, diluted	91,798,837	34,482,179	63,805,807	33,309,191

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Previously reported	Retroactive application of recapitalization	Legacy Common Stock	Legacy Common Stock Previously reported	Legacy Common Stock Retroactive application of recapitalization	Legacy Preferred Stock	Legacy Preferred Stock Previously reported	Legacy Preferred Stock Retroactive application of recapitalization	Common Stock	Common Stock Previously reported	Common Stock Retroactive application of recapitalization	Additional Paid-in Capital	Additional Paid-in Capital Previously reported	Additional Paid-in Capital Retroactive application of recapitalization	Note Receivable from Stockholder	Note Receivable from Stockholder Previously reported	Note Receivable from Stockholder Retroactive application of recapitalization	Accumulated other Comprehensive Income (Loss)	Accumulated other Comprehensive Income (Loss) Previously reported	Accumulated other Comprehensive Income (Loss) Retroactive application of recapitalization	Accumulated Deficit	Accumulated Deficit Previously reported	Accumulated Deficit Retroactive application of recapitalization
Beginning balance (in shares) at Dec. 31, 2019				0	49,205	(49,205)	0	935	(935)	32,136,203	0	32,136,203
Beginning balance at Dec. 31, 2019	$ (1,208)	$ (1,208)	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 3	$ 0	$ 3	$ 13,744	$ 13,747	$ (3)	$ (554)	$ (554)	$ 0	$ 28	$ 28	$ 0	$ (14,429)	$ (14,429)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	26												26
Net loss	(9,070)																					(9,070)
Foreign currency translation adjustments	(72)																		(72)
Ending balance (in shares) at Mar. 31, 2020										32,136,203
Ending balance at Mar. 31, 2020	(10,324)									$ 3			13,770			(554)			(44)			(23,499)
Beginning balance (in shares) at Dec. 31, 2019				0	49,205	(49,205)	0	935	(935)	32,136,203	0	32,136,203
Beginning balance at Dec. 31, 2019	(1,208)	$ (1,208)	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 3	$ 0	$ 3	13,744	$ 13,747	$ (3)	(554)	$ (554)	$ 0	28	$ 28	$ 0	(14,429)	$ (14,429)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(19,466)
Foreign currency translation adjustments	(88)
Ending balance (in shares) at Jun. 30, 2020										32,136,203
Ending balance at Jun. 30, 2020	(20,513)									$ 3			13,994			(554)			(60)			(33,896)
Beginning balance (in shares) at Mar. 31, 2020										32,136,203
Beginning balance at Mar. 31, 2020	(10,324)									$ 3			13,770			(554)			(44)			(23,499)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	224												224
Net loss	(10,397)																					(10,397)
Foreign currency translation adjustments	(16)																		(16)
Ending balance (in shares) at Jun. 30, 2020										32,136,203
Ending balance at Jun. 30, 2020	(20,513)									$ 3			13,994			(554)			(60)			(33,896)
Beginning balance (in shares) at Dec. 31, 2020										35,501,743
Beginning balance at Dec. 31, 2020	(29,960)									$ 4			13,952			(554)			242			(43,604)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	34												34
Net loss	(3,274)																					(3,274)
Foreign currency translation adjustments	(5)																		(5)
Ending balance (in shares) at Mar. 31, 2021										35,501,743
Ending balance at Mar. 31, 2021	(33,205)									$ 4			13,986			(554)			237			(46,878)
Beginning balance (in shares) at Dec. 31, 2020										35,501,743
Beginning balance at Dec. 31, 2020	(29,960)									$ 4			13,952			(554)			242			(43,604)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(142,652)
Foreign currency translation adjustments	(281)
Ending balance (in shares) at Jun. 30, 2021										125,439,779
Ending balance at Jun. 30, 2021	16,070									$ 13			202,352			0			(39)			(186,256)
Beginning balance (in shares) at Mar. 31, 2021										35,501,743
Beginning balance at Mar. 31, 2021	(33,205)									$ 4			13,986			(554)			237			(46,878)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reverse recapitalization transaction, net (in shares)										89,827,310
Reverse recapitalization transaction, net	183,864									$ 9			183,301			554
Stock issued, acquisition (in shares)										110,726
Issuance of Class A Common Stock in connection with business acquisition	1,557												1,557
Stock-based compensation	3,508												3,508
Net loss	(139,378)																					(139,378)
Foreign currency translation adjustments	(276)																		(276)
Ending balance (in shares) at Jun. 30, 2021										125,439,779
Ending balance at Jun. 30, 2021	$ 16,070									$ 13			$ 202,352			$ 0			$ (39)			$ (186,256)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (142,652)	$ (19,466)
Adjustments to reconcile net loss to net cash from operating
Depreciation of property and equipment	1,418	1,273
Amortization of capitalized software	626	349
Provision for doubtful accounts	646	874
Amortization of intangible assets	5,229	5,616
Amortization of other assets	66	66
Amortization of deferred financing costs	2,806	701
Share-based compensation	3,542	250
Amortization of unfavorable lease terms	0	(36)
Write-off of unfavorable lease	0	(383)
Gain/Loss on sale and disposal of assets	0	25
In-kind interest that compounds into debt	4,130	1,855
Deferred income taxes	(3,471)	(47)
Change in fair value of earn-out shares liability	36,525	0
Change in fair value of warrant liabilities	72,027	0
Debt prepayment expense	2,014	0
Changes in operating assets and liabilities:
Accounts receivables	(21,089)	9,193
Prepaid expense and other current assets	(1,562)	636
Income taxes receivable	333	(3,393)
Inventory	(229)	(1,821)
Other assets	730	(167)
Accounts payable	(2,369)	2,191
Accrued payroll and other expenses	9,047	(6,768)
Other long-term liabilities	(87)	382
Income taxes payable	382	(2,963)
Net cash used in operating activities	(31,938)	(11,633)
Cash flows used in investing activities:
Cash paid for business acquisition, net of cash acquired	(4,920)	0
Repayment of notes receivables from shareholders	781	0
Capital expenditures for intangible assets	(273)	(105)
Capital expenditures for property and equipment	(4,707)	(1,320)
Net cash used in investing activities	(9,119)	(1,425)
Cash flows from financing activities:
Proceeds from revolving facility	5,000	6,500
Repayment of revolving facility	(5,000)	(15,000)
Proceeds from term loan	0	30,000
Payment of debt issuance costs	0	(77)
Repayment of term loan	(225,487)	(886)
Proceeds from Business Combination, net of transaction costs (See Note 3)	358,536	0
Net cash from financing activities	133,049	20,537
Net increase in cash and cash equivalents	91,992	7,479
Effect of foreign currency translation on cash	(11)	(164)
Cash and cash equivalents, beginning of period	9,486	7,307
Cash and cash equivalents, end of period	101,467	14,622
Supplemental disclosures of cash flow information and non-cash investing and financing activities:
Cash paid for interest	10,249	7,261
Cash paid for income taxes	96	97
Capital expenditures included in accounts payable	1,440	1,242
Change in deferred tax liability due to reverse recapitalization	$ 90	$ 0

Description of Business	6 Months Ended
Description of Business	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business The Beauty Health Company (formerly known as Vesper Healthcare Acquisition Corp.) (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On May 4, 2021 (the “Closing Date”), LCP Edge Intermediate, Inc. (“HydraFacial”) consummated a merger with the Company pursuant to the Agreement and Plan of Merger, dated December 8, 2020 (the “Merger Agreement”), which provided for, among other things, the merger with and into the Company. Upon closing, the surviving entity was renamed The Beauty Health Company (“BeautyHealth”) and began to trade on the Nasdaq Capital Market under the ticker symbol “SKIN.” The transactions set forth in the Merger Agreement constitute a “Business Combination” as contemplated by Vesper’s Amended & Restated Certificate of Incorporation. BeautyHealth is a category-creating beauty health company focused on bringing innovative products to market. The Company and its subsidiaries design, develop, manufacture, market, and sell aesthetic technologies and products. The Company’s flagship brand, HydraFacial, is a non-invasive and approachable beauty health platform and ecosystem. HydraFacial offers hydradermabrasion systems that enhance the skin to cleanse, exfoliate, extract, and hydrate simultaneously; HydraFacial® Daily Essentials, which provides detoxification, rejuvenation, and protection of skin; crystal microdermabrasion systems; and light emitting diode systems. The premiere system is the HydraFacial MD® liquid based skin exfoliation system.

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of presentation and consolidation The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company is treated as the “acquired” company for financial reporting purposes and HydraFacial is treated as the accounting acquirer. This determination was primarily based on the following: •the stockholders of Edge Intermediate, Inc., the indirect parent of Edge Systems LLC d/b/a The HydraFacial Company (“HydraFacial”) as of immediately prior to the effective time of the First Merger (the “HydraFacial Stockholders”) considered in the aggregate have the largest minority interest of the voting power in the combined entity after taking into account actual redemptions; •the operations of HydraFacial prior to the acquisition comprise the only ongoing operations of the post-combination company; •senior management of HydraFacial comprises the senior management of the post-combination company; •the relative size and valuation of HydraFacial compared to the Company; and •pursuant to that certain Investor Rights Agreement, dated as of May 4, 2021, by and between the Company and HydraFacial, HydraFacial was given the right to designate certain initial members of the board of directors of the Company immediately after giving effect to the transactions. Consideration was also given to the fact that the Company paid a purchase price consisting of a combination of cash and equity consideration and its shareholders may have a significant amount of voting power, should the Company’s public stockholders be considered in the aggregate. However, based on the aforementioned factors of management, board representation, largest minority shareholder as noted above, and the continuation of the HydraFacial business as well as its size, it was determined that accounting for the Business Combination as a reverse recapitalization was appropriate. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of HydraFacial with the acquisition being treated as the equivalent of HydraFacial issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company are stated at historical cost, with no goodwill or other intangible assets recorded. In connection with the Business Combination each share of HydraFacial common stock outstanding immediately prior to the Business Combination converted into the right to receive 653.109 shares (the “Exchange Ratio”) of Class A Common Stock, par value $0.0001 (the “Class A Common Stock”), of the Company. The recapitalization of the number of shares of Common Stock attributable to HydraFacial is reflected retroactively to the earliest period presented based upon the Exchange Ratio and is utilized for calculating earnings per share in all prior periods presented. The interim Condensed Consolidated Financial Statements are presented in accordance with GAAP and include the Company’s consolidated domestic and international subsidiaries. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these interim Condensed Consolidated Financial Statements and accompanying footnotes should be read in conjunction with the audited consolidated financial statements of BeautyHealth and HydraFacial as of and for the year ended December 31, 2020 presented in the Company’s Registration Statement on Form S-1 filed on July 19, 2021. Except as described elsewhere in this Note 2, there have been no material changes to the Company’s significant accounting policies as described in HydraFacial’s Consolidated Financial Statements as of and for the year ended December 31, 2020. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair presentation have been included in the Condensed Consolidated Financial Statements. The Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2021. Use of estimates and assumptions in preparing consolidated financial statements In preparing its consolidated financial statements in conformity with GAAP, the Company makes assumptions, estimates, and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to revenue related reserves, allowance for doubtful accounts, the realizability of inventory, fair value measurements including common stock, warrant liabilities and earn-out shares liability valuations, useful lives of property and equipment, goodwill and finite-lived intangible assets, accounting for income taxes, stock-based compensation expense and commitments and contingencies. The Company’s estimates are based on historical experience and on its future expectations that are believed to be reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from its current estimates and those differences may be material. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will lose its emerging growth company status on December 31, 2021, at which point, it will qualify as a large accelerated filer based on its market capitalization as of June 30, 2021, according to Rule 12b-2 of the Securities Exchange Act of 1934, as amended. As a result, the Company will adopt all accounting pronouncements currently deferred under the emerging growth company election according to public company standards at December 31, 2021 on the Company’s Form 10-K for the year ended December 31, 2021. The adoption dates for the new accounting pronouncements disclosed below have been presented as such. Warrant Liabilities During October 2020, in connection with the Vesper Healthcare Acquisition Corp IPO, the Company issued 15,333,333 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the Vesper Healthcare Acquisition Corp IPO, the Company issued 9,333,333 warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Public and Private Placement Warrants”) to purchase shares of Common Stock at $11.50 per share, to BLS Investor Group LLC (the “Sponsor”). All of the Public and Private Placement Warrants were outstanding as of June 30, 2021. We classify the Public and Private Placement Warrants as liabilities on our consolidated balance sheets as these instruments are precluded from being indexed to our own stock given the terms allow for a settlement adjustment that does not meet the scope of the fixed-for-fixed exception in Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. In certain events outside of our control, the Public Warrant and Private Placement Warrant holders are entitled to receive cash while in certain scenarios the holders of the common stock are not entitled to receive cash or may receive less than 100% of any proceeds in cash, which precludes these instruments from being classified within equity pursuant to ASC 815-40. The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination and are subsequently adjusted to fair value at each subsequent reporting date. Changes in the fair value of these instruments are recognized within change in fair value of warrant liabilities in the Condensed Consolidated Statements of Comprehensive Loss. Earn-out Shares Liability In addition to the consideration paid at the closing of the Business Combination, the former stockholders of HydraFacial received contingent consideration in the form of an aggregate of 7.5 million shares of Class A Common Stock (the “Earn-out Shares”) as a result of the Company’s completion in June and July 2021 of the acquisition of certain target businesses identified by HydraFacial as contemplated by the Merger Agreement. With the closing of the four distributor acquisitions in Australia, France, Germany and Mexico, the 7.5 million Earn-out Shares were earned and subsequently issued on July 15, 2021. We account for the earn-out shares liability as contingent consideration and have recorded an earn-out shares liability for the earn-out shares in accordance with ASC 480 – Distinguishing Liabilities from Equity. The liability was included as part of the consideration transferred in the Business Combination and was recorded at its then current fair value. The earn-out shares liability is recorded at fair value and remeasured at the end of each reporting period, with the corresponding gain or loss recorded in the Condensed Consolidated Statements of Comprehensive Loss as a component of Other (income) expense, net. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the Condensed Consolidated Balance Sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: •Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; •Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and •Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recently Adopted Accounting Pronouncements Income Taxes. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12 on January 1, 2021, which did not have a material impact on its Condensed Consolidated Financial Statements. Accounting Pronouncements Not Yet Adopted Leases—In February 2016, FASB issued ASU 2016–02, Leases (Topic 842). ASU 2016–02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The Company is evaluating the impact of the amended lease guidance on its consolidated financial statements, and will adopt this guidance on December 31, 2021.

Business Combinations

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Business Combination - Reverse Recapitalization

The closing of the Business Combination occurred on May 4, 2021. In connection with the Business Combination:

Certain accredited investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors agreed to purchase 35,000,000 shares (the “PIPE Shares”) of the Company’s Class A Common Stock at a purchase price per share of $10.00 and an aggregate purchase price of $350,000,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the Closing.

Prior to the Business Combination, the Company issued an aggregate of 11,500,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. All outstanding Founder Shares were automatically converted into shares of Class A Common Stock on a one-for-one basis at the Closing and will continue to be subject to the transfer restrictions applicable to such shares of Founder Shares.

In connection with the Closing, holders of 2,672,690 shares of Class A Common Stock exercised their rights to redeem those shares for cash at an approximate price of $10.00 per share, for an aggregate of approximately $26,737,737, which was paid to such holders at Closing.

Immediately after giving effect to the Merger and the PIPE Investment, there were 125,329,053 shares of The Beauty Health Company Class A Common Stock outstanding.

The aggregate gross cash consideration received by the Company in connection with the Business Combination was $783 million, which consisted of proceeds of $350 million from the PIPE Investment, plus approximately $433 million of cash from the Company’s trust account that held the proceeds from the Company’s initial public offering (the “Trust Account”). The aggregate cash consideration received was reduced by $368 million of cash payments made to the former shareholders of HydraFacial, and reduced by $57 million for the payment of direct transaction costs incurred by HydraFacial and the Company which were reflected as a reduction of proceeds. The Company used the net proceeds to repay all of its outstanding indebtedness at the Closing. The remainder of the consideration paid to the HydraFacial Stockholders consisted of 35,501,743 newly issued shares of Class A Common Stock (the “Stock Consideration”). The net cash received from the Business Combination is subject to a net capital working adjustment.

The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the six months ended June 30, 2021:


(in thousands)	Recapitalization
Cash in, trust net of redemptions	$	433,382
Cash - PIPE	350,000
Less: Cash paid out to Former Parent	(367,870)
Less: transaction costs and advisory fees	(56,976)
Net Cash Received from Business Combination	$	358,536

The number of shares of common stock issued immediately following the consummation of the Business Combination:


			Number of Shares
Class A common stock outstanding prior to Business Combination			46,000,000
Less: Redemption of Vesper Class A common stock			(2,672,690)
Class A common stock of Vesper			43,327,310
Vesper Founder shares			11,500,000
PIPE Shares			35,000,000
Business Combination and PIPE shares			89,827,310
Legacy HydraFacial shares (1)			35,501,743
Total Shares of Class A Common Stock Immediately after Business Combination			125,329,053

_______________

(1) The number of Legacy HydraFacial shares was determined from the 54,358 shares of HydraFacial common stock outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 653.109.

Acquisition of High Tech Laser

On June 4, 2021 the Company purchased substantially all assets of High Tech Laser, Australia Pty Ltd (“HTL”), a distributor in Australia. The fair value of the consideration transferred to the selling members was $4.9 million in cash consideration and $1.6 million of equity consideration consisting of 110,726 shares of the Company’s Class A Common Stock. The Company incurred certain costs related to this transaction that were not material.

The Company applied the acquisition method of accounting and established a new basis of accounting on the date of the acquisition. The assets acquired by the Company are accordingly measured at their estimated fair values.

The following table summarizes the consideration paid and estimated preliminary fair values assigned to the assets acquired and liabilities assumed at the date of acquisition:


(in thousands)
Consideration Paid:
Cash, net of cash acquired	$	4,920
Class A Common Stock issued	1,557
	$	6,477
Identifiable assets acquired and liabilities assumed
Accounts receivable	$	1,110
Non-compete agreement	100
Customer relationships	2,696
Inventory and other assets	354
Accounts payable	(1,072)
Deferred tax liabilities, net	(675)
Accrued and other liabilities	(802)
Total identifiable net assets	1,711
Goodwill	$	4,766

The primary purpose of the acquisition was to expand the Company’s operations in the Australia market. The goodwill arising from the acquisition consists largely of the business reputation of the acquired company in the marketplace and its assembled workforce. The goodwill is not deductible for income tax purposes.

Intangible assets consist of customer relationships with a weighted average amortization period of 5 years. The valuation of the acquired intangible asset was estimated by performing projections of discounted cash flows, whereby revenues and costs associated with each intangible asset are forecasted to derive expected cash flow which is discounted to present value at discount rates commensurate with perceived risk. The valuation and projection process is inherently subjective and relies on significant unobservable inputs (Level 3 inputs). The unaudited pro forma financial information assuming these fiscal 2021 acquisitions had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes. The Company is currently in the process of finalizing the preliminary fair value allocation, and expects this to be completed prior to December 31, 2021.

Revenue Recognition

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The Company has determined that each of its products is distinct and represents a separate performance obligation. The customer can benefit from each product on its own or together with other resources that are readily available to the customer. The products are separately identifiable from other promises in the contract. Control over the Company’s products generally transfers to the customer upon shipment of the products from the Company’s warehouse facility. Therefore, revenue associated with product purchases is recognized at a point in time upon shipment to the intended customer.

Disaggregated Revenue

The Company generates revenue through manufacturing and selling HydraFacial and Perk Delivery Systems (the “Delivery Systems”). In conjunction with the sale of Delivery Systems, the Company also sells its serum solutions and consumables (the “Consumables”). The Consumables are sold by the Company and are available for purchase separately from the purchase of the Delivery System.

The Company’s revenue disaggregated by major product line consists of the following for the periods indicated:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net Sales
Delivery Systems	$	34,944	$	5,975	$	60,616	$	20,056
Consumables	31,564		8,141		53,434		26,596
Total net sales	$	66,508	$	14,116	$	114,050	$	46,652

See Note 16 for revenue disaggregated by geographical region.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

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-Name Accounting Standards Codification
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+ Details

Inventories

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following as of the periods indicated:


(in thousands)	June 30, 2021		December 31, 2020
Raw materials	$	8,816	$	9,335

Finished goods	14,946		13,867
Total inventories	$	23,762	$	23,202

Property and Equipment, net

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and equipment consist of the following as of the periods indicated:


(in thousands)	Useful life (years)	June 30, 2021		December 31, 2020
Furniture and fixtures	2-7	$	3,500	$	3,265
Computers and equipment	3-5	3,946		3,502
Autos and trucks	5	1,129		413
Tooling	5	1,150		1,150
Leasehold improvements	Shorter of remaining lease term or estimated useful life	4,521		4,097
Total Property and equipment		14,246		12,427
Less: accumulated depreciation and amortization		(5,818)		(4,407)
Construction in progress		1,685		1,171
Property and equipment, net		$	10,113	$	9,191

Depreciation expense was $0.7 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively. Depreciation expense was $1.4 million and $1.3 million for the six months ended June 30, 2021 and 2020, respectively. Of the total depreciation for the three months ended June 30, 2021 and 2020, $0.3 million and $0.3 million were recorded in Cost of sales and $0.4 million and $0.3 million were recorded in General and administrative expenses, respectively. For the six months ended June 30, 2021 and 2020 the total depreciation recorded in Cost of sales was $0.6 million and $0.6 million and the depreciation recorded in General and administrative were $0.8 million and $0.7 million, respectively.

Goodwill and Intangible Assets, net

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, net

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of June 30, 2021 were as follows:


(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Estimated Useful Life (Years)
Trademarks	$	9,480	$	(3,104)	$	6,376	15
Non-compete agreement	100		(3)		97		3
Customer relationships	8,647		(2,687)		5,960		5-10
Developed technology	70,900		(40,620)		30,280		8
Patents	1,677		(189)		1,488		3-19
Capitalized software	9,978		(2,295)		7,683		3-5
Total intangible assets	$	100,782	$	(48,898)	$	51,884

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of December 31, 2020 were as follows:


(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Estimated Useful Life (Years)
Trademarks	$	9,480	$	(2,765)	$	6,715	15
Customer relationships	6,003		(2,263)		3,740		5-10
Developed technology	70,900		(36,189)		34,711		8
Patents	1,423		(158)		1,265		4-19
Capitalized software	6,172		(1,668)		4,504		3-5
Total intangible assets	$	93,978	$	(43,043)	$	50,935

Amortization expense for the three months ended June 30, 2021 and 2020, was $3.0 million and $3.2 million, respectively. Amortization expense for the six months ended June 30, 2021 and 2020, was $5.9 million and $6.4 million, respectively. Of the total amortization expense for three months ended June 30, 2021 and 2020, $2.3 million and $2.7 million, respectively, were recorded in Cost of sales and $0.7 million and $0.5 million, respectively, were recorded in General and administrative expenses

in the Consolidated Statements of Comprehensive Loss. For the six months ended June 30, 2021 and 2020, $4.5 million and $5.4 million, respectively, were recorded in Cost of sales and $1.4 million and $1.0 million, respectively, were recorded in General and administrative expenses in the Consolidated Statements of Comprehensive Loss.

The changes in the carrying value of goodwill are as follows:


	Six Months Ended June 30,
(in thousands)	2021		2020
Beginning balance	$	98,531	$	98,520
Acquisition of HTL	4,766		—
Foreign currency translation impact	(197)		(27)
Ending balance	$	103,100	$	98,493

Long-term Debt	6 Months Ended
Long-term Debt	Jun. 30, 2021
Debt Disclosure [Abstract]
Long-term Debt	Long-term DebtIn connection with the Closing of the Business Combination, all of HydraFacial’s existing debt under its credit facilities were repaid and its credit facilities were extinguished. As of June 30, 2021, there is no long-term debt outstanding. The related write-off of the deferred financing costs and prepayment penalties totaled $4.3 million and are included in the Other expense (income), net on the Condensed Consolidated Statements of Comprehensive Loss. Deferred financing costs expense for the three and six months ended June 30, 2021 amounted to $0.1 million and $0.5 million, respectively. Deferred financing costs expense for the three and six months ended June 30, 2020 amounted to $0.4 million and $0.7 million, respectively, and is included in Interest expense, net on the Condensed Consolidated Statements of Comprehensive Loss.

- 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://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The income tax benefit for the three months and six months ended June 30, 2021 is $1.9 million and $2.2 million, respectively, and the income tax benefit for the three and six months ended June 30, 2020 is $3.1 million and $5.7 million, respectively. The effective tax rate for the three and six months ended June 30, 2021 is 1.32% and 1.50%, respectively, which is lower than the federal statutory rate of 21.0% primarily due to the increase in valuation allowance and non-deductible expenses related to stock-based compensation, transaction costs and meals and entertainment. The effective tax rate for the three and six months ended June 30, 2020 is 22.7% and 22.5%, respectively, which is greater than the federal statutory rate of 21.0% primarily due to state taxes based on apportioned income, research and development credits, and the net operating loss carryback applied to the 2017 tax year which benefited the tax rate. The increased benefit was partially offset by decreases in the rate for foreign taxes based on local country statutory rates, increase in valuation allowance and non-deductible expenses related to stock-based compensation and meals and entertainment. The Company has established a valuation allowance against a portion of its remaining deferred tax assets because it is more likely than not that certain deferred tax assets will not be realized. In determining whether deferred tax assets are realizable, the Company considered numerous factors including historical profitability, the amount of future taxable income and the existence of taxable temporary differences that can be used to realize deferred tax assets. Additionally, the Company follows an accounting standard addressing the accounting for uncertainty in income taxes that prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return. The Company has gross unrecognized tax benefits of $0.1 million for the six months ended June 30, 2021. The Company did not have any gross unrecognized tax benefits for the three months ended June 30, 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property (“QIP”). The Company believes it will be able to obtain federal tax refunds by carrying back its net operating loss for the year ended December 31, 2020. The net operating loss will be increased due to the changes in QIP and favorable interest expense limitation changes. The anticipated impact to the ETR is an income tax benefit of approximately $0.2 million for the year ended December 31, 2020. The Company estimates the net operating loss carryback will result in a federal refund of approximately $4.5 million. Additionally, the favorable interest expense limitations will reduce its 2019 federal tax payable by approximately $1.2 million. On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended many of the benefits of the CARES Act that were scheduled to expire. The Company does not expect a material impact of Consolidated Appropriations Act on its Condensed Consolidated Financial Statements and related disclosures. On March 11, 2021 the United States enacted the American Rescue Plan Act of 2021 (“American Rescue Plan”). The American Rescue Plan includes various income and payroll tax measures. The Company does not expect a material impact of the American Rescue Plan on its Condensed Consolidated Financial Statements and related disclosures. In June 29, 2020, the State of California passed Assembly Bill 85 which suspends the California net operating loss deduction for the 2020-2022 tax years and the R&D credit usage for the same period (for credit usages in excess of $5.0 million). These suspensions were considered in preparation of the year ended December 31, 2020 and three months ended June 30, 2021 of its Condensed Consolidated Financial Statements.

- 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.

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

Equity-Based Compensation

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Equity-Based Compensation

Equity Incentive Award Plans

In December 2016, HydraFacial established its 2016 Plan, the purpose of which was to provide incentives to selected officers and employees, to secure and retain their services, and to strengthen their commitment to HydraFacial. The Plan provided for grants of time vesting (“Time Vesting Options”) and performance-based equity awards (“Performance Vesting Options”) to Company employees (together the “Options”). The vesting of these Options varies based on whether they are Time Vesting Options or Performance Vesting Options as described in the grant agreements.

During May 2020, HydraFacial canceled 1,295 of the time vested stock options and 4,440 of the performance based stock options outstanding under the 2016 Plan and replaced these awards with 1,295 of new time vested incentive units and 4,440 of performance based incentive units for certain members of management. All of the Time Vesting Units and Performance Vesting Units immediately vested upon the consummation of the Business Combination. As a result of the accelerated vesting on options and performance units from the consummation of the Business Combination, the Company recognized $1.4 million in stock compensation expense.

At the Company’s special meeting of stockholders held on April 29, 2021, the stockholders approved The Beauty Health Company 2021 Incentive Award Plan (the “2021 Plan”) and The Beauty Health Company 2021 Employee Stock Purchase Plan (the “ESPP”), which become effective upon the consummation of the Business Combination. The aggregate number of shares of the Company’s Class A Common Stock that may be issued pursuant to awards granted under the 2021 Plan will be the sum of (i) 14,839,640 and (ii) an annual increase on January 1 of each calendar year (commencing with January 1, 2022 and ending on and including January 1, 2031) equal to a number of shares equal to 4% of the aggregate shares outstanding as of December 31 of the immediately preceding calendar year (or such lesser number of shares as is determined by the Company’s Board of Directors), subject to adjustment by the plan administrator in the event of certain changes in our corporate structure, as described below. The maximum number of shares that may be granted with respect to incentive stock options (“ISOs”) under the 2021 Plan is equal to 7,500,000. The aggregate number of shares of the Company’s Class A Common Stock that may be issued pursuant to rights granted under the ESPP will be 2,000,000. In addition, on the first day of each calendar year beginning on January 1, 2022 and ending on (and including) January 1, 2031, the number of shares available for issuance under the ESPP will be increased by a number of shares equal to the lesser of (1) one percent (1%) of the shares outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, and (2) such smaller number of shares as determined by the Company’s Board of Directors.

Stock Options

Following the closing of the Business Combination the Company granted stock options to certain employees. During the three month and six month period ended June 30, 2021, the Company granted 7,793,600 options with a weighted-average exercise price of $13.41. There were no exercises or forfeitures of stock options during the three and six month period ended June 30, 2021.

Performance-based restricted stock units (“PSUs”)

PSUs are granted to certain executives, with respect to shares reserved under the 2021 Plan. The PSUs are subject to both a service condition and market condition. Following the end of the four-year service period for the PSUs, the recipients of PSUs who remain employed will vest in, and be issued a number of shares of the Company's Class A Common Stock, ranging from

0% to 100% of the number of PSUs granted, to be determined based upon the performance of the Company's Class A Common Stock over a three-year period. During the three and six month period ended June 30, 2021, the Company granted 210,000 PSUs with a weighted-average grant date fair value of $6.10 per unit. There were no exercises and forfeitures during the three and six month period ended June 30, 2021. As of June 30, 2021, all 210,000 units were outstanding.

The fair value of PSU awards is recognized on a straight-line basis over their measurement period as compensation expense, and is not subject to reversal even if the market condition is not achieved. The fair value of PSUs was determined using a Monte Carlo simulation with the following assumptions:


Input
Risk-free interest rate	0.56	%
Expected volatility of the Company’s Class A Common Stock	55.0	%

Stock-based Compensation Expense

Compensation expense attributable to net stock-based compensation was $3.5 million for both the three and six months ended June 30, 2021, respectively.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies From time to time the Company is involved in claims, legal actions and governmental proceedings that arise from its business operations. As of June 30, 2021 and December 31, 2020, the Company was not party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial condition or results of operations. As a result of the consummation of the Business Combination, the former stockholders of HydraFacial were, as of June 30, 2021, entitled to receive earn-out consideration consisting of 7.5 million shares of Class A Common Stock from the Company (the “Earn-out Shares”) as a result of the Company’s completion in June and July 2021 of the acquisition of certain target businesses identified by HydraFacial as contemplated by the Merger Agreement. Subsequent to June 30, 2021, the 7.5 million Earn-out Shares were issued on July 15, 2021. See Note 15 - Fair Value Measurements.

Concentrations	6 Months Ended
Concentrations	Jun. 30, 2021
Risks and Uncertainties [Abstract]
Concentrations	Concentrations As of June 30, 2021, the Company had no customers that accounted for 10% or more of the Accounts receivable balance. As of December 31, 2020, the Company had one customer that accounted for 10% or more of the Accounts receivable balance. This customer accounted for 10.5%, or $1.9 million, of the Accounts receivable balance. No single customer accounted for 10% or more of consolidated Net sales during the three and six months ended June 30, 2021 and December 31, 2020.

Related-Party Transactions

6 Months Ended

Jun. 30, 2021

Related-Party Transactions

Registration Rights Agreement

In connection with the consummation of the Business Combination, on May 4, 2021, the Company entered into that certain Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with BLS Investor Group LLC (the “Sponsor”) and the HydraFacial Stockholders.

Pursuant to the terms of the Registration Rights Agreement, (i) any outstanding share of Class A Common Stock or any other equity security (including the Private Placement Warrants and including shares of Class A Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by the Sponsor or the HydraFacial Stockholders (together, the “Restricted Stockholders”) as of the date of the Registration Rights Agreement or thereafter acquired by a Restricted Stockholder (including the shares of Class A Common Stock issued upon conversion of the 11,500,000 Founder Shares that were owned by the Sponsor and converted to shares of Class A Common Stock prior in connection with the Business Combination and upon exercise of any Private Placement Warrants) and shares of Class A Common Stock issued as Earn-out Shares to the HydraFacial Stockholders and (ii) any other equity security of the Company issued or issuable with

respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise will be entitled to registration rights.

The Registration Rights Agreement provides that the Company will, within 60 days after the consummation of the Business Combination, file with the SEC a shelf registration statement registering the resale of the shares of Common Stock held by the Restricted Stockholders and will use its reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in no event later than 60 days following the filing deadline. The Company filed such registration statement on July 19, 2021 and it was declared effective by the Securities and Exchange Commission on July 26, 2021. The HydraFacial Stockholders are entitled to make up to an aggregate of two demands for registration, excluding short form demands, that the Company register shares of Common Stock held by these parties. In addition, the Restricted Stockholders have certain “piggy-back” registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Registration Rights Agreement. The Company and the Restricted Stockholders agree in the Registration Rights Agreement to provide customary indemnification in connection with any offerings of Common Stock effected pursuant to the terms of the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the Sponsor agreed to restrictions on the transfer of their securities issued in the Company’s IPO, which (i) in the case of the Founder Shares is one year after the completion of the Business Combination unless (A) the closing price of the Common Stock equals or exceeds $12.00 per share for 20 days out of any 30-trading-day period commencing at least 150 days following the Closing or (B) the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (ii) in the case of the Private Placement Warrants and the respective Class A Common Stock underlying the Private Placement Warrants is 30 days after the completion of the Business Combination. The Sponsor and its permitted transferees will also be required, subject to the terms and conditions in the Registration Rights Agreement, not to transfer their Private Placement Warrants (as defined in the Registration Rights Agreement) or shares of Common Stock issuable upon the exercise thereof for 30 days following the Closing.

Lock-Up Agreement

In connection with the consummation of the Business Combination, on May 4, 2021, the Company, the Sponsor and the HydraFacial Stockholders entered into a Lock-Up Agreement, pursuant to which the HydraFacial Stockholders agreed, subject to certain exceptions, not to sell, transfer to another or otherwise dispose of, in whole or in part, the Common Stock held by the HydraFacial Stockholders during the period commencing from the closing of the Business Combination and through the earlier of (i) the 180-day anniversary of the date of the closing of the Business Combination and (ii) the date after the closing of the Business Combination on which the Company consummates certain transactions involving a change of control of the Company

Investor Rights Agreement

In connection with the consummation of the Business Combination, on May 4, 2021, the Company and LCP Edge Holdco, LLC (“LCP”) entered into that certain Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, LCP will have the right to designate a number of directors for appointment or election to the Company’s board of directors as follows: (i) one director for so long as LCP holds at least 10% of the outstanding Class A Common Stock, (ii) two directors for so long as LCP holds at least 15% of the outstanding Class A Common Stock, and (iii) three directors for so long as LCP holds at least 40% of the outstanding Class A Common Stock. Pursuant to the Investor Rights Agreement, for so long as LCP holds at least 10% of the outstanding Class A Common Stock, LCP will be entitled to have at least one of its designees represented on the compensation committee and nominating committee and corporate governance committee of the Company’s board of directors.

Amended and Restated Management Services Agreement

HydraFacial entered into a Management Services Agreement, dated December 1, 2016 with Linden Capital Partners III LP (“Linden Capital Partners III”) and DW Management Services, L.L.C. (“DW Management Services”) pursuant to which the parties receive quarterly monitoring fees of the greater of (a) $125,000 and (b) 1.25% of Last Twelve Months EBITDA multiplied by the quotient of (x) the aggregate capital invested by the DWHP Investors into LCP and/or its subsidiaries as of such date, divided by (y) the sum of (i) the aggregate capital invested by the DWHP Investors into LCP and/or its subsidiaries, plus (ii) the aggregate capital invested by the Linden Capital Partners III into LCP and/or its subsidiaries as of the date of payment. In addition, the management services agreement provides for other fees in relation to services that may be provided in connection with equity and/or debt financing, acquisition of any other business, company, product line or enterprise, or divestiture of any division, business, and product or material assets. The fees vary between 1% and 2% of the related transaction amount. Linden Capital Partners III also received a transaction fee upon the consummation of the Business Combination. In connection with the consummation of the Business Combination, HydraFacial and Linden Capital Partners III

amended the Management Services Agreement such that Linden Capital Partners III will continue to provide advisory services to HydraFacial related to mergers and acquisitions. As consideration for such services, HydraFacial will pay a fee, equal to 1% of enterprise value of the target acquired, to Linden Capital Partners III upon the consummation of any such transaction. The Company has also agreed to reimburse Linden Capital Partners III for certain expenses in connection with such advisory services.

In connection with the consummation of the Business Combination, on May 4, 2021, the Company, its subsidiary, Edge Systems LLC, and the Linden Manager (as defined below) entered into an Amended and Restated Management Services Agreement pursuant to which the Linden Manager may continue to provide advisory services at the request of the Company related to mergers and acquisitions. As consideration for such services, the Company will pay a fee, equal to 1% of enterprise value of the target acquired, to the Linden Manager upon the consummation of any such transaction. The Company has also agreed to reimburse Linden Manager for certain expenses in connection with such advisory services.

HydraFacial recorded approximately $0.2 million and $1.0 million of charges related to management services fees for the six months ended June 30, 2021 and 2020, respectively. These amounts are included in General and administrative expenses on the Consolidated Statements of Comprehensive Loss. There were immaterial amounts due to these related parties at June 30, 2021 and December 31, 2020. In relation to the consummation of the Business Combination, $21.0 million in transaction fees was paid to the Former Parent. These amounts are included in General and administrative expenses on the Condensed Consolidated Statements of Comprehensive Loss.

Former Related Party Note Receivable

HydraFacial issued shares to a key member of management in exchange for a note receivable with a $0.6 million face value. Interest on the note accrues at a rate of 8% and matures in December 2022. Interest receivable is presented as a component of other assets on the Condensed Consolidated Balance Sheets. As there was no intent for the issuer to pay the note within a reasonably short period of time, HydraFacial has presented the note as a deduction of stockholders’ deficit. During the three months ended June 30, 2021, in connection with the consummation of the Business Combination, the outstanding note receivable amount was settled.

Former Long-term Debt Due to Related Parties

On April 10, 2020, the Company’s existing Credit Agreement with a bank that is also a related party was amended to include a “PIK” interest component of 2% that accrues on the outstanding balances of the Term Loan and Revolver. Additionally, the Company is required to pay an early prepayment fee of 2.00% of the amount prepaid or repaid on the Term Loan prior to April 10, 2021, and 1.00% if prepaid between April 11, 2021 and April 10, 2022. During the three months ended June 30, 2021, in connection with the consummation of the Business Combination, all outstanding debt was paid. As of June 30, 2021, there was no amount due to related parties in connection with the Term Loan and Revolver.

On April 10, 2020, HydraFacial also entered into a second credit facility with a related party to provide for borrowings of $30.0 million under the Term A Loan. During the three months ended June 30, 2021, in connection with the consummation of the Business Combination, all outstanding debt was paid. As of June 30, 2021, there was no amount due to a related parties in connection with the Term A Loan and related PIK Interest.

Related Party Lease

HydraFacial leases its office in Signal Hill, California, from an entity owned by former minority stockholders of HydraFacial who are no longer active employees. Lease expense under this lease was $103 thousand and $315 thousand for the six months ended June 30, 2021 and 2020, respectively.

Sales to Related Parties

HydraFacial sells to a customer that is owned directly or indirectly by a key member of management. Sales for this related party and the outstanding accounts receivable balance are as follows for the periods indicated:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Sales to related party	$	147	$	7	$	247	$	103


(in thousands)	June 30, 2021		December 31, 2020
Accounts receivable due from related party	$	374	$	250

Stockholders’ Deficit	6 Months Ended
Stockholders’ Deficit	Jun. 30, 2021
Equity [Abstract]
Stockholders’ Deficit	Stockholders’ Deficit Common Stock The Company is authorized to issue 320,000,000 shares of Class A Common Stock with par value of $0.0001 per share. Holders of Class A Common Stock are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were 125,439,779 and 35,501,743, respectively, of Class A Common Stock issued and outstanding. The Class A Common Stock is entitled to one vote per share and all shares are outstanding. The Company has not declared or paid any dividends with respect to its Common Stock. In connection with the Business Combination May 4, 2021, the Company issued 35,000,000 shares of Class A Common Stock to certain qualified institutional buyers and accredited investors that agreed to purchase such shares in connection with the Business Combination for aggregate consideration of $350 million. The Company also issued 35,501,743 shares of Class A Common Stock as partial compensation to the HydraFacial Stockholders for the Business Combination. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a

market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing

information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active

markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in

pricing the asset or liability.

As HydraFacial was the accounting acquirer the Company did not have Warrant liabilities at December 31, 2020. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


	Fair Value Measurements on a Recurring Basis
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant Liability - Public Warrants	$	59,733	$	—	$	—	$	59,733
Warrant Liability - Private Placement Warrants	—		98,133		—		98,133
Earn-out shares liability	126,000		—		—		126,000

Warrant Liabilities

The Public Warrants and Private Placement Warrants (the “Warrants”) were accounted for as liabilities in accordance with ASC 815-40 and are presented within Warrant liabilities on the Company’s Condensed Consolidated Balance Sheets. The Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented within Change in fair value of warrants in the Condensed Consolidated Statements of Comprehensive Loss.

The Public Warrant Liability associated with the Public Warrants as of June 30, 2021 is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market. The Private Placement Warrant Liability associated with the Private Warrants as of June 30, 2021 is classified as a Level 2 fair value measurement. Because the transfer of the Private Warrants to anyone outside of the Sponsor of Vesper Healthcare Acquisition Corp. would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Private Warrants are classified as Level 2 financial instruments..

Earn-out Shares Liability

The earn-out shares liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of earn-out share liability in the Condensed Consolidated Statements of Comprehensive Loss. The fair value of the earn-out shares liability was measured using quoted market prices of the Company’s Class A Common Stock and was based on the probability of the completion of certain acquisition targets. The maximum earn-out amount as of June 30, 2021 was considered to be reasonably certain. The liability was settled with 7.5 million shares of Class A Common Stock issued on July 15, 2021.

- 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

Segment Reporting

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Segment Reporting

The Company manages its business on the basis of one operating segment and one reportable segment. As a result, the chief operating decision maker, who is the Chief Executive Officer, decides how to allocate resources and assess performance, reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocates resources and evaluates financial performance.

Net sales by geographic region were as follows for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Americas	$	42,660	$	9,469	$	73,940	$	33,382
Asia Pacific	12,440		2,583		21,231		4,318
EMEA	11,408		2,064		18,879		8,952
Total net sales	$	66,508	$	14,116	$	114,050	$	46,652

As of June 30, 2021 and December 31, 2020, substantially all of HydraFacial’s property, plant and equipment was held in the United States.

- 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

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+ Details

Net Loss Attributable to Common Shareholders

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Net Loss Attributable to Common Shareholders

Net loss attributable to common stockholders is computed by deducting both the dividend distributions declared in the period on preferred stock and the dividends accumulated for the period on cumulative preferred stock from net income (“Basic EPS”). Diluted net loss per share (“Diluted EPS”) is computed by dividing net loss attributable to common stockholders by the total of the weighted-average common stock outstanding shares outstanding during the period.

Diluted EPS for the three and six months ended June 30, 2021 and 2020, respectively exclude the dilutive effect of stock option shares because their inclusion would be anti-dilutive for both periods.

The following table sets forth the calculation of both basic and diluted net loss per share as follows for the periods indicated (in thousands, except share and per share amounts):


	Three Months Ended				Six Months Ended
(in thousands, except share and per share amounts)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Basic and Diluted loss per share:
Net loss	$	(139,378)	$	(10,397)	$	(142,652)	$	(19,466)


Shares used in computation:
Weighted-average common shares outstanding	91,798,837		34,482,179		63,805,807		33,309,191
Basic and diluted loss per share:	$	(1.52)	$	(0.30)	$	(2.24)	$	(0.58)

The following potentially dilutive weighted average shares were not included in the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive for the periods indicated:


	Three Months Ended		Six Months Ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Stock Options	4,796,062	—	2,411,280	—
PSUs	129,231	—	64,972	—
Public and Private Warrants	15,450,549	—	7,767,956	—

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Acquisitions HydraFacial entered into definitive agreements to acquire three distributors across Mexico, France and Germany to sell and distribute the HydraFacial line of products within their respective regions. The three acquisitions closed on July 1, 2021. Cash consideration paid in the aggregate, prior to any working capital adjustments, to acquire the three distributors was $23.4 million plus equity consideration consisting of 479,373 shares of the Company’s Class A Common Stock. The equity consideration for the acquisitions will be issued by August 1, 2021. Earn-out Shares In addition to the consideration paid at the closing of the Business Combination, the former stockholders of HydraFacial received contingent consideration from the Company if certain acquisition targets identified by HydraFacial within one year after the closing of the Business Combination were to be completed. As a result of the Company’s completion of the HTL acquisition during the second quarter ended June 30, 2021 and the completion of the three acquisitions in July 2021, the Company issued 7,500,000 in Class A Common Stock to the former stockholders on July 15, 2021.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of presentation	The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company is treated as the “acquired” company for financial reporting purposes and HydraFacial is treated as the accounting acquirer. This determination was primarily based on the following: •the stockholders of Edge Intermediate, Inc., the indirect parent of Edge Systems LLC d/b/a The HydraFacial Company (“HydraFacial”) as of immediately prior to the effective time of the First Merger (the “HydraFacial Stockholders”) considered in the aggregate have the largest minority interest of the voting power in the combined entity after taking into account actual redemptions; •the operations of HydraFacial prior to the acquisition comprise the only ongoing operations of the post-combination company; •senior management of HydraFacial comprises the senior management of the post-combination company; •the relative size and valuation of HydraFacial compared to the Company; and •pursuant to that certain Investor Rights Agreement, dated as of May 4, 2021, by and between the Company and HydraFacial, HydraFacial was given the right to designate certain initial members of the board of directors of the Company immediately after giving effect to the transactions. Consideration was also given to the fact that the Company paid a purchase price consisting of a combination of cash and equity consideration and its shareholders may have a significant amount of voting power, should the Company’s public stockholders be considered in the aggregate. However, based on the aforementioned factors of management, board representation, largest minority shareholder as noted above, and the continuation of the HydraFacial business as well as its size, it was determined that accounting for the Business Combination as a reverse recapitalization was appropriate. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of HydraFacial with the acquisition being treated as the equivalent of HydraFacial issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company are stated at historical cost, with no goodwill or other intangible assets recorded.
Consolidation	The interim Condensed Consolidated Financial Statements are presented in accordance with GAAP and include the Company’s consolidated domestic and international subsidiaries. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted.
Use of estimates	Use of estimates and assumptions in preparing consolidated financial statements In preparing its consolidated financial statements in conformity with GAAP, the Company makes assumptions, estimates, and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to revenue related reserves, allowance for doubtful accounts, the realizability of inventory, fair value measurements including common stock, warrant liabilities and earn-out shares liability valuations, useful lives of property and equipment, goodwill and finite-lived intangible assets, accounting for income taxes, stock-based compensation expense and commitments and contingencies. The Company’s estimates are based on historical experience and on its future expectations that are believed to be reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from its current estimates and those differences may be material.
Warrant Liabilities	Warrant Liabilities During October 2020, in connection with the Vesper Healthcare Acquisition Corp IPO, the Company issued 15,333,333 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the Vesper Healthcare Acquisition Corp IPO, the Company issued 9,333,333 warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Public and Private Placement Warrants”) to purchase shares of Common Stock at $11.50 per share, to BLS Investor Group LLC (the “Sponsor”). All of the Public and Private Placement Warrants were outstanding as of June 30, 2021. We classify the Public and Private Placement Warrants as liabilities on our consolidated balance sheets as these instruments are precluded from being indexed to our own stock given the terms allow for a settlement adjustment that does not meet the scope of the fixed-for-fixed exception in Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. In certain events outside of our control, the Public Warrant and Private Placement Warrant holders are entitled to receive cash while in certain scenarios the holders of the common stock are not entitled to receive cash or may receive less than 100% of any proceeds in cash, which precludes these instruments from being classified within equity pursuant to ASC 815-40. The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination and are subsequently adjusted to fair value at each subsequent reporting date. Changes in the fair value of these instruments are recognized within change in fair value of warrant liabilities in the Condensed Consolidated Statements of Comprehensive Loss.
Earn-out Shares Liability	Earn-out Shares Liability In addition to the consideration paid at the closing of the Business Combination, the former stockholders of HydraFacial received contingent consideration in the form of an aggregate of 7.5 million shares of Class A Common Stock (the “Earn-out Shares”) as a result of the Company’s completion in June and July 2021 of the acquisition of certain target businesses identified by HydraFacial as contemplated by the Merger Agreement. With the closing of the four distributor acquisitions in Australia, France, Germany and Mexico, the 7.5 million Earn-out Shares were earned and subsequently issued on July 15, 2021. We account for the earn-out shares liability as contingent consideration and have recorded an earn-out shares liability for the earn-out shares in accordance with ASC 480 – Distinguishing Liabilities from Equity. The liability was included as part of the consideration transferred in the Business Combination and was recorded at its then current fair value. The earn-out shares liability is recorded at fair value and remeasured at the end of each reporting period, with the corresponding gain or loss recorded in the Condensed Consolidated Statements of Comprehensive Loss as a component of Other (income) expense, net.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the Condensed Consolidated Balance Sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: •Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; •Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and •Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Income Taxes. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12 on January 1, 2021, which did not have a material impact on its Condensed Consolidated Financial Statements. Accounting Pronouncements Not Yet Adopted Leases—In February 2016, FASB issued ASU 2016–02, Leases (Topic 842). ASU 2016–02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The Company is evaluating the impact of the amended lease guidance on its consolidated financial statements, and will adopt this guidance on December 31, 2021.

Business Combinations (Tables)

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of reverse recapitalization


(in thousands)	Recapitalization
Cash in, trust net of redemptions	$	433,382
Cash - PIPE	350,000
Less: Cash paid out to Former Parent	(367,870)
Less: transaction costs and advisory fees	(56,976)
Net Cash Received from Business Combination	$	358,536

The number of shares of common stock issued immediately following the consummation of the Business Combination:


			Number of Shares
Class A common stock outstanding prior to Business Combination			46,000,000
Less: Redemption of Vesper Class A common stock			(2,672,690)
Class A common stock of Vesper			43,327,310
Vesper Founder shares			11,500,000
PIPE Shares			35,000,000
Business Combination and PIPE shares			89,827,310
Legacy HydraFacial shares (1)			35,501,743
Total Shares of Class A Common Stock Immediately after Business Combination			125,329,053

_______________

Summary of assets acquired at fair value

The following table summarizes the consideration paid and estimated preliminary fair values assigned to the assets acquired and liabilities assumed at the date of acquisition:


(in thousands)
Consideration Paid:
Cash, net of cash acquired	$	4,920
Class A Common Stock issued	1,557
	$	6,477
Identifiable assets acquired and liabilities assumed
Accounts receivable	$	1,110
Non-compete agreement	100
Customer relationships	2,696
Inventory and other assets	354
Accounts payable	(1,072)
Deferred tax liabilities, net	(675)
Accrued and other liabilities	(802)
Total identifiable net assets	1,711
Goodwill	$	4,766

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue

The Company’s revenue disaggregated by major product line consists of the following for the periods indicated:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net Sales
Delivery Systems	$	34,944	$	5,975	$	60,616	$	20,056
Consumables	31,564		8,141		53,434		26,596
Total net sales	$	66,508	$	14,116	$	114,050	$	46,652

Inventories (Tables)

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Schedule of inventory

Inventories consist of the following as of the periods indicated:


(in thousands)	June 30, 2021		December 31, 2020
Raw materials	$	8,816	$	9,335

Finished goods	14,946		13,867
Total inventories	$	23,762	$	23,202

Property and Equipment, net (Tables)

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment consist of the following as of the periods indicated:


(in thousands)	Useful life (years)	June 30, 2021		December 31, 2020
Furniture and fixtures	2-7	$	3,500	$	3,265
Computers and equipment	3-5	3,946		3,502
Autos and trucks	5	1,129		413
Tooling	5	1,150		1,150
Leasehold improvements	Shorter of remaining lease term or estimated useful life	4,521		4,097
Total Property and equipment		14,246		12,427
Less: accumulated depreciation and amortization		(5,818)		(4,407)
Construction in progress		1,685		1,171
Property and equipment, net		$	10,113	$	9,191

Goodwill and Intangible Assets, net (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of June 30, 2021 were as follows:


(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Estimated Useful Life (Years)
Trademarks	$	9,480	$	(3,104)	$	6,376	15
Non-compete agreement	100		(3)		97		3
Customer relationships	8,647		(2,687)		5,960		5-10
Developed technology	70,900		(40,620)		30,280		8
Patents	1,677		(189)		1,488		3-19
Capitalized software	9,978		(2,295)		7,683		3-5
Total intangible assets	$	100,782	$	(48,898)	$	51,884

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of December 31, 2020 were as follows:


(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Estimated Useful Life (Years)
Trademarks	$	9,480	$	(2,765)	$	6,715	15
Customer relationships	6,003		(2,263)		3,740		5-10
Developed technology	70,900		(36,189)		34,711		8
Patents	1,423		(158)		1,265		4-19
Capitalized software	6,172		(1,668)		4,504		3-5
Total intangible assets	$	93,978	$	(43,043)	$	50,935

Schedule of goodwill

The changes in the carrying value of goodwill are as follows:


	Six Months Ended June 30,
(in thousands)	2021		2020
Beginning balance	$	98,531	$	98,520
Acquisition of HTL	4,766		—
Foreign currency translation impact	(197)		(27)
Ending balance	$	103,100	$	98,493

Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Summary of valuation assumptions

The fair value of PSUs was determined using a Monte Carlo simulation with the following assumptions:


Input
Risk-free interest rate	0.56	%
Expected volatility of the Company’s Class A Common Stock	55.0	%

Related-Party Transactions (Tables)

6 Months Ended

Jun. 30, 2021

Schedule of related party transactions

Sales for this related party and the outstanding accounts receivable balance are as follows for the periods indicated:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Sales to related party	$	147	$	7	$	247	$	103


(in thousands)	June 30, 2021		December 31, 2020
Accounts receivable due from related party	$	374	$	250

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on recurring basis

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


	Fair Value Measurements on a Recurring Basis
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant Liability - Public Warrants	$	59,733	$	—	$	—	$	59,733
Warrant Liability - Private Placement Warrants	—		98,133		—		98,133
Earn-out shares liability	126,000		—		—		126,000

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Summary of net sales by geographic region

Net sales by geographic region were as follows for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Americas	$	42,660	$	9,469	$	73,940	$	33,382
Asia Pacific	12,440		2,583		21,231		4,318
EMEA	11,408		2,064		18,879		8,952
Total net sales	$	66,508	$	14,116	$	114,050	$	46,652

Net Loss Attributable to Common Shareholders (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of basic and diluted earnings per share

The following table sets forth the calculation of both basic and diluted net loss per share as follows for the periods indicated (in thousands, except share and per share amounts):


	Three Months Ended				Six Months Ended
(in thousands, except share and per share amounts)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Basic and Diluted loss per share:
Net loss	$	(139,378)	$	(10,397)	$	(142,652)	$	(19,466)


Shares used in computation:
Weighted-average common shares outstanding	91,798,837		34,482,179		63,805,807		33,309,191
Basic and diluted loss per share:	$	(1.52)	$	(0.30)	$	(2.24)	$	(0.58)

Schedule of antidilutive securities excluded from earnings per share computation


	Three Months Ended		Six Months Ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Stock Options	4,796,062	—	2,411,280	—
PSUs	129,231	—	64,972	—
Public and Private Warrants	15,450,549	—	7,767,956	—

Summary of Significant Accounting Policies (Details)				2 Months Ended	6 Months Ended
Summary of Significant Accounting Policies (Details)	Jul. 15, 2021 shares	Jul. 01, 2021 business	May 04, 2021 $ / shares shares	Jul. 31, 2021 business	Jun. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares	Oct. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Recapitalization exchange ratio			653.109
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001	$ 0.0001
Earn-out consideration (in shares)			7,500,000		7,500,000
Reverse recapitalization transaction, net (in shares)			89,827,310
Subsequent event
Class of Warrant or Right [Line Items]
Number of acquisitions \| business		3		4
Reverse recapitalization transaction, net (in shares)	7,500,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)							15,333,333
Warrants, exercise price (in dollars per share) \| $ / shares							$ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)							9,333,333
Warrants, exercise price (in dollars per share) \| $ / shares							$ 11.50

Business Combinations - Narrative (Details)				6 Months Ended
Business Combinations - Narrative (Details)	Jun. 04, 2021 USD ($) shares	May 04, 2021 USD ($) $ / shares shares	May 03, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Dec. 31, 2020 shares
Business Acquisition [Line Items]
Consideration received on transaction		$ 350,000,000
Common stock, conversion ratio			1
Common stock, shares outstanding \| shares		125,329,053	54,358	125,439,779	35,501,743
Gross consideration received		$ 783,000,000
Cash acquired from trust account		433,000,000		$ 433,382,000
Cash consideration paid to stockholders		368,000,000		367,870,000
Payment of transaction costs		$ 57,000,000		$ 56,976,000
Legacy HydraFacial shares \| shares		35,501,743
Class A Common Stock
Business Acquisition [Line Items]
Consideration received on transaction (in shares) \| shares		35,000,000
Stock purchase price (in dollars per share) \| $ / shares		$ 10.00
Consideration received on transaction		$ 350,000,000
Stock redeemed (in shares) \| shares		2,672,690
Stock redeemed, price (in dollars per share) \| $ / shares		$ 10.00
Stock redeemed, value		$ 26,737,737
Legacy HydraFacial shares \| shares		35,501,743
Class B Common Stock
Business Acquisition [Line Items]
Consideration received on transaction (in shares) \| shares			11,500,000
Consideration received on transaction			$ 25,000
High Tech Laser
Business Acquisition [Line Items]
Payment to acquire businesses	$ 4,900,000
Equity consideration	$ 1,557,000
High Tech Laser \| Customer relationships
Business Acquisition [Line Items]
Weighted average amortization period	5 years
High Tech Laser \| Class A Common Stock \| Common Stock
Business Acquisition [Line Items]
Equity consideration (in shares) \| shares	110,726

Business Combinations - Schedule of reverse recapitalization consideration (Details) - USD ($) $ in Thousands		6 Months Ended
	May 04, 2021	Jun. 30, 2021	Jun. 30, 2020
Business Combination and Asset Acquisition [Abstract]
Cash in, trust net of redemptions	$ 433,000	$ 433,382
Cash - PIPE		350,000
Less: Cash paid out to Former Parent	(368,000)	(367,870)
Less: transaction costs and advisory fees	$ (57,000)	(56,976)
Net Cash Received from Business Combination		$ 358,536	$ 0

Business Combinations - Schedule of reverse recapitalization shares issued (Details)	May 04, 2021 shares	May 03, 2021 shares	Jun. 30, 2021 shares	Dec. 31, 2020 shares
Reverse Recapitalization [Line Items]
Common stock, shares outstanding	125,329,053	54,358	125,439,779	35,501,743
PIPE Shares	35,000,000
Business Combination and PIPE shares	89,827,310
Legacy HydraFacial shares	35,501,743
Recapitalization exchange ratio	653.109
Common shareholders
Reverse Recapitalization [Line Items]
Business combination shares	43,327,310
Vesper Founders
Reverse Recapitalization [Line Items]
Business combination shares	11,500,000
Vesper
Reverse Recapitalization [Line Items]
Common stock, shares outstanding		46,000,000
Less: Redemption of Vesper Class A common stock (in shares)		(2,672,690)

Business Combinations - Summary of assets acquired at fair value (Details) - USD ($) $ in Thousands		6 Months Ended
	Jun. 04, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Consideration Paid:
Cash, net of cash acquired		$ 4,920	$ 0
Identifiable assets acquired and liabilities assumed
Goodwill		$ 103,100	$ 98,493	$ 98,531	$ 98,520
High Tech Laser
Consideration Paid:
Cash, net of cash acquired	$ 4,920
Class A Common Stock issued	1,557
Total consideration	6,477
Identifiable assets acquired and liabilities assumed
Accounts receivable	1,110
Inventory and other assets	354
Accounts payable	(1,072)
Deferred tax liabilities, net	(675)
Accrued and other liabilities	(802)
Total identifiable net assets	1,711
Goodwill	4,766
High Tech Laser \| Customer relationships
Identifiable assets acquired and liabilities assumed
Intangible assets	2,696
High Tech Laser \| Non-compete agreement
Identifiable assets acquired and liabilities assumed
Intangible assets	$ 100

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Net sales	$ 66,508	$ 14,116	$ 114,050	$ 46,652
Delivery Systems
Disaggregation of Revenue [Line Items]
Net sales	34,944	5,975	60,616	20,056
Consumables
Disaggregation of Revenue [Line Items]
Net sales	$ 31,564	$ 8,141	$ 53,434	$ 26,596

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 8,816	$ 9,335
Finished goods	14,946	13,867
Total inventories	$ 23,762	$ 23,202

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation and amortization	$ (5,818)		$ (5,818)		$ (4,407)
Property and equipment, net	10,113		10,113		9,191
Depreciation of property and equipment	700	$ 600	1,418	$ 1,273
Cost of sales
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	300	300	600	600
General and administrative
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	400	$ 300	800	$ 700
Depreciable property and equipment
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	14,246		14,246		12,427
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	3,500		$ 3,500		3,265
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)			2 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)			7 years
Computers and equipment
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	3,946		$ 3,946		3,502
Computers and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)			3 years
Computers and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)			5 years
Autos and trucks
Property, Plant and Equipment [Line Items]
Useful life (years)			5 years
Plant and equipment, gross	1,129		$ 1,129		413
Tooling
Property, Plant and Equipment [Line Items]
Useful life (years)			5 years
Plant and equipment, gross	1,150		$ 1,150		1,150
Leasehold improvements
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	4,521		4,521		4,097
Construction in progress
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	$ 1,685		$ 1,685		$ 1,171

Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 100,782		$ 100,782		$ 93,978
Accumulated Amortization	(48,898)		(48,898)		(43,043)
Net Carrying Value	51,884		51,884		50,935
Amortization expense	3,000	$ 3,200	5,900	$ 6,400
Cost of sales
Finite-Lived Intangible Assets [Line Items]
Amortization expense	2,300	2,700	4,500	5,400
General and administrative
Finite-Lived Intangible Assets [Line Items]
Amortization expense	700	$ 500	1,400	$ 1,000
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	9,480		9,480		9,480
Accumulated Amortization	(3,104)		(3,104)		(2,765)
Net Carrying Value	6,376		$ 6,376		$ 6,715
Estimated Useful Life (Years)			15 years		15 years
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	100		$ 100
Accumulated Amortization	(3)		(3)
Net Carrying Value	97		$ 97
Estimated Useful Life (Years)			3 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	8,647		$ 8,647		$ 6,003
Accumulated Amortization	(2,687)		(2,687)		(2,263)
Net Carrying Value	5,960		$ 5,960		$ 3,740
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			5 years		5 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			10 years		10 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	70,900		$ 70,900		$ 70,900
Accumulated Amortization	(40,620)		(40,620)		(36,189)
Net Carrying Value	30,280		$ 30,280		$ 34,711
Estimated Useful Life (Years)			8 years		8 years
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,677		$ 1,677		$ 1,423
Accumulated Amortization	(189)		(189)		(158)
Net Carrying Value	1,488		$ 1,488		$ 1,265
Patents \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			3 years		4 years
Patents \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			19 years		19 years
Capitalized software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	9,978		$ 9,978		$ 6,172
Accumulated Amortization	(2,295)		(2,295)		(1,668)
Net Carrying Value	$ 7,683		$ 7,683		$ 4,504
Capitalized software \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			3 years		3 years
Capitalized software \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			5 years		5 years

Goodwill and Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Goodwill [Roll Forward]
Beginning balance	$ 98,531	$ 98,520
Acquisition of HTL	4,766	0
Foreign currency translation impact	(197)	(27)
Ending balance	$ 103,100	$ 98,493

Long-term Debt (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Long-term Debt (Details) - USD ($) $ in Millions	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Debt Disclosure [Abstract]
Write off of deferred finance costs			$ 4.3
Amortization of deferred financing costs	$ 0.1	$ 0.4	$ 0.5	$ 0.7

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax benefit	$ 1,870,000	$ 3,052,000	$ 2,176,000	$ 5,667,000
Effective tax rate	1.32%	22.70%	1.50%	22.50%
Gross unrecognized tax benefits	$ 100,000	$ 0	$ 100,000	$ 0
Income tax benefit, CARES Act			200,000
Federal refund estimate, net operating loss carryback, CARES Act	$ 4,500,000		4,500,000
Reduction of federal tax payable, change in interest expense limitation, CARES Act			$ 1,200,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 29, 2021	May 31, 2020	Jun. 30, 2021	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense, accelerated vesting		$ 1.4
Stock options granted (in shares)			7,793,600	7,793,600
Stock options granted, weighted-average exercise price (in dollars per share)			$ 13.41	$ 13.41
Stock-based compensation expense			$ 3.5	$ 3.5
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	14,839,640
Increase in shares, percentage of aggregate shares outstanding	4.00%
2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares, percentage of aggregate shares outstanding	1.00%
Stock Option, Time Vested \| 2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options cancelled (in shares)		1,295
Stock Option, Performance Based \| 2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options cancelled (in shares)		4,440
Incentive Units, Time Vested \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)		1,295
Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period				4 years
Award vesting period				3 years
Units granted (in shares)			210,000	210,000
Units granted (in dollars per share)			$ 6.10	$ 6.10
Units outstanding (in shares)			210,000	210,000
Performance Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage				0.00%
Performance Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage				100.00%
Performance Units \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)		4,440
Incentive Stock Options \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	7,500,000
Employee Stock \| 2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	2,000,000

Equity-Based Compensation - Summary of valuation assumptions (Details) - Performance Units	6 Months Ended
	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.56%
Expected volatility of the Company’s Class A Common Stock	55.00%

Commitments and Contingencies (Details) - shares			6 Months Ended
Commitments and Contingencies (Details) - shares	Jul. 15, 2021	May 04, 2021	Jun. 30, 2021
Subsequent Event [Line Items]
Earn-out consideration (in shares)		7,500,000	7,500,000
Reverse recapitalization, shares issued		89,827,310
Subsequent event
Subsequent Event [Line Items]
Reverse recapitalization, shares issued	7,500,000

Concentrations (Details) - USD ($) $ in Thousands	12 Months Ended
Concentrations (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Jun. 30, 2021
Concentration Risk [Line Items]
Accounts receivable	$ 18,576	$ 40,128
Customer Concentration Risk \| Accounts receivable \| Customer one
Concentration Risk [Line Items]
Concentration risk	10.50%
Accounts receivable	$ 1,900

Related-Party Transactions - Narrative (Details) $ / shares in Units, $ in Thousands			6 Months Ended
	May 04, 2021 USD ($) tradingDay $ / shares shares	Dec. 01, 2016 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Apr. 10, 2020 USD ($)	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Stock issued upon conversion (in shares) \| shares	11,500,000
Reverse recapitalization, Lock-Up Agreement, lock up period	180 days
Payment of transaction costs	$ 57,000		$ 56,976
Note receivable from stockholder			0		$ 554
Lease expense			$ 103	$ 315
Private Placement Warrants
Related Party Transaction [Line Items]
Reverse recapitalization, contingent consideration, earnout period	30 days
LCP
Related Party Transaction [Line Items]
Reverse recapitalization, threshold percentage to designate one director	10.00%
Reverse recapitalization, threshold percentage to designate two directors	15.00%
Reverse recapitalization, threshold percentage to designate three directors	40.00%
Reverse recapitalization, threshold percentage to designate one director on board	10.00%
Vesper Founders
Related Party Transaction [Line Items]
Reverse recapitalization, contingent consideration, earnout period	1 year
Reverse recapitalization, contingent consideration, stock price trigger (in dollars per share) \| $ / shares	$ 12.00
Reverse recapitalization, contingent consideration, threshold days \| tradingDay	20
Reverse recapitalization, contingent consideration, consecutive threshold days \| tradingDay	30
Reverse recapitalization, contingent consideration, commencement period	150 days
Management
Related Party Transaction [Line Items]
Note receivable from stockholder							$ 600
Note receivable from stockholder, interest rate							8.00%
Investor \| Credit Agreement \| Line of credit
Related Party Transaction [Line Items]
Interest rate, paid in kind						2.00%
Investor \| Credit Agreement \| Line of credit \| Prepaid prior to April 10, 2021 \| Secured debt
Related Party Transaction [Line Items]
Early prepayment fee						2.00%
Investor \| Credit Agreement \| Line of credit \| Prepaid between April 11, 2021 and April 10, 2022 \| Secured debt
Related Party Transaction [Line Items]
Early prepayment fee						1.00%
Investor \| Term A Loan \| Line of credit \| Secured debt
Related Party Transaction [Line Items]
Face amount						$ 30,000
Financial and management advisory services \| Affiliated entity
Related Party Transaction [Line Items]
Monitoring fee, quarterly amount		$ 125
Monitoring fee, percentage of preceding 12-month EBITDA			1.25%
Transaction rate	1.00%		1.00%
Transaction amount			$ 200	$ 1,000
Payment of transaction costs			$ 21,000
Financial and management advisory services \| Minimum \| Affiliated entity
Related Party Transaction [Line Items]
Transaction rate		1.00%
Financial and management advisory services \| Maximum \| Affiliated entity
Related Party Transaction [Line Items]
Transaction rate		2.00%

Related-Party Transactions - Schedule of related party transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transactions [Abstract]
Sales to related party	$ 147	$ 7	$ 247	$ 103
Accounts receivable due from related party	$ 374		$ 374		$ 250

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

Stockholders’ Deficit (Details) $ / shares in Units, $ in Millions	May 04, 2021 USD ($) $ / shares shares	Jun. 30, 2021 vote $ / shares shares	May 03, 2021 shares	Dec. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized		320,000,000		320,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued		125,439,779		35,501,743
Common stock, shares outstanding	125,329,053	125,439,779	54,358	35,501,743
Common stock, number of votes \| vote		1
Consideration received on transaction \| $	$ 350
Legacy HydraFacial shares	35,501,743
Preferred stock, shares authorized		1,000,000		1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001
Preferred stock, shares issued		0		0
Preferred stock, shares outstanding		0		0
Class A Common Stock
Class of Stock [Line Items]
Consideration received on transaction (in shares)	35,000,000
Consideration received on transaction \| $	$ 350
Legacy HydraFacial shares	35,501,743

Fair Value Measurements - Schedule of assets and liabilities measured at fair value on recurring basis (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 157,866,000	$ 0
Earn-out shares liability	126,000,000	$ 0
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out shares liability	126,000,000
Recurring \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	59,733,000
Recurring \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	98,133,000
Level 1 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out shares liability	126,000,000
Level 1 \| Recurring \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	59,733,000
Level 1 \| Recurring \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Level 2 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out shares liability	0
Level 2 \| Recurring \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Level 2 \| Recurring \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	98,133,000
Level 3 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out shares liability	0
Level 3 \| Recurring \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Level 3 \| Recurring \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 0

Fair Value Measurements - Narrative (Details) - shares	Jul. 15, 2021	May 04, 2021
Business Acquisition [Line Items]
Reverse recapitalization transaction, net (in shares)		89,827,310
Subsequent event
Business Acquisition [Line Items]
Reverse recapitalization transaction, net (in shares)	7,500,000

Segment Reporting (Details) $ in Thousands	3 Months Ended		6 Months Ended
Segment Reporting (Details) $ in Thousands	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) segment	Jun. 30, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Number of operating segments \| segment			1
Number of reportable segments \| segment			1
Net sales	$ 66,508	$ 14,116	$ 114,050	$ 46,652
Americas
Disaggregation of Revenue [Line Items]
Net sales	42,660	9,469	73,940	33,382
Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	12,440	2,583	21,231	4,318
EMEA
Disaggregation of Revenue [Line Items]
Net sales	$ 11,408	$ 2,064	$ 18,879	$ 8,952

- Definition

+ References

+ Details

Net Loss Attributable to Common Shareholders - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net loss	$ (139,378)	$ (3,274)	$ (10,397)	$ (9,070)	$ (142,652)	$ (19,466)
Weighted-average common shares outstanding, basic	91,798,837		34,482,179		63,805,807	33,309,191
Weighted-average common shares outstanding, diluted	91,798,837		34,482,179		63,805,807	33,309,191
Basic loss per share (in dollars per share)	$ (1.52)		$ (0.30)		$ (2.24)	$ (0.58)
Diluted loss per share (in dollars per share)	$ (1.52)		$ (0.30)		$ (2.24)	$ (0.58)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Net Loss Attributable to Common Shareholders - Schedule of antidilutive securities excluded from earnings per share computation (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	4,796,062,000	0	2,411,280,000	0
Performance Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	129,231	0	64,972	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	15,450,549	0	7,767,956	0

Subsequent Events (Details) $ in Millions				2 Months Ended
Subsequent Events (Details) $ in Millions	Jul. 15, 2021 shares	Jul. 01, 2021 USD ($) business shares	May 04, 2021 shares	Jul. 31, 2021 business
Subsequent Event [Line Items]
Reverse recapitalization transaction, net (in shares)			89,827,310
Subsequent event
Subsequent Event [Line Items]
Number of acquisitions \| business		3		4
Reverse recapitalization transaction, net (in shares)	7,500,000
Subsequent event \| Series of individually immaterial business acquisitions
Subsequent Event [Line Items]
Payment to acquire businesses \| $		$ 23.4
Equity consideration (in shares)		479,373