0001193125-22-134721 | POS AM | XBRL Viewer

Cover	12 Months Ended
Cover	Dec. 31, 2021
Cover [Abstract]
Document Type	POS AM
Entity Registrant Name	The Beauty Health Company
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Amendment Flag	true
Entity Central Index Key	0001818093
Amendment Description	On July 19, 2021, The Beauty Health Company (the “Company,” “Beauty Health,” “we,” or “us”) filed a Registration Statement on Form S-1 (File No. 333-257995) which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 26, 2021 (the “Existing Registration Statement”). The Existing Registration Statement registered (i) the resale of an aggregate of 89,501,743 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) the resale of 9,333,333 warrants to purchase Class A Common Stock at an exercise price of $11.50 per share (the “Private Placement Warrants”) by certain securityholders named in the Existing Registration Statement (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”). The Existing Registration Statement also relates to the issuance of up to 24,666,666 shares of Class A Common Stock upon the exercise of certain outstanding public warrants (the “public warrants”) and Private Placement Warrants (collectively, the “warrants”). On March 1, 2022, the Company filed Post-Effective Amendment No. 1 to the Existing Registration Statement (“POS AM No.1”) as an exhibit-only filing solely to file a consent of Deloitte & Touche LLP with respect to its report dated March 1, 2022 relating to the financial statements of the Company contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with POS AM No. 1 as Exhibit 23.1 therein (the “Consent”). As such, POS AM No. 1 consisted only of the facing page, the explanatory note therein, Item 16 of Part II of the Existing Registration Statement, the signature pages to the Existing Registration Statement, and the Consent. The prospectus and the balance of Part II of the Existing Registration Statement were unchanged by POS AM No.1. This Post-Effective Amendment No. 2 to Form S-1 to the Existing Registration Statement (“POS AM No. 2”) is being filed (i) to update the prospectus relating to the offering and sale of (a) the shares of outstanding Class A Common Stock covered by the Existing Registration Statement, (b) the remaining shares of Class A Common Stock available for issuance under the Existing Registration Statement (including upon exercise of the Private Placement Warrants), and (c) the Private Placement Warrants, and (ii) to remove references to the registration of the public warrants to reflect the redemption or exercise of such public warrants on or before November 3, 2021 (the “Redemption Date”). This POS AM No. 2 amends and restates the information contained in the Existing Registration Statement (and all amendments thereto) under the headings contained herein. All filing fees payable in connection with the registration of the shares of Class A Common Stock, Private Placement Warrants, and the shares of Class A Common Stock underlying such warrants covered by this Registration Statement were paid by the Company at the time of the initial filing of the Existing Registration Statement. No additional securities are registered hereby.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 901,886	$ 9,486
Accounts receivable, net of allowances for doubtful accounts of $2,681 and $2,032 at December 31, 2021 and December 31, 2020, respectively	46,824	18,576
Prepaid expenses and other current assets	12,322	3,220
Income tax receivable	4,599	4,611
Inventories	35,261	23,202
Total current assets	1,000,892	59,095
Property and equipment, net	16,183	9,191
Right-of-use assets, net	14,992	0
Intangible assets, net	56,010	50,935
Goodwill	123,694	98,531
Deferred income tax assets, net	330	270
Other assets	6,705	4,813
TOTAL ASSETS	1,218,806	222,835
Current liabilities:
Accounts payable	29,049	18,485
Accrued payroll-related expenses	28,662	9,475
Other accrued expenses	14,722	2,458
Lease liabilities, current	3,712	0
Income tax payable	292	0
Current portion of long-term debt due to related parties	0	512
Total current liabilities	76,437	30,930
Other long-term liabilities	0	1,854
Lease liabilities, non-current	12,781	0
Long-term debt due to related parties, net of current portion	0	216,024
Deferred income tax liabilities, net	3,561	3,987
Warrant liabilities	93,816	0
Convertible senior notes, net	729,914	0
TOTAL LIABILITIES	916,509	252,795
Commitments (Note 14)
Stockholders' equity (deficit):
Class A Common Stock, $0.0001 par value; 320,000,000 shares authorized; 150,598,047 and 35,501,743 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	16	4
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and December 31, 2020	0	0
Additional paid-in capital	722,250	13,952
Note receivable from stockholder	0	(554)
Accumulated other comprehensive (loss) income	(1,257)	242
Accumulated deficit	(418,712)	(43,604)
Total stockholders' equity (deficit)	302,297	(29,960)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,218,806	$ 222,835

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 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 (in shares)	320,000,000	320,000,000
Common stock, shares issued (in shares)	150,598,047	35,501,743
Common stock, shares outstanding (in shares)	150,598,047	35,501,743
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net sales	$ 260,086	$ 119,092	$ 166,623
Cost of sales	78,259	51,893	60,111
Gross profit	181,827	67,199	106,512
Operating expenses:
Selling and marketing	111,583	50,323	61,774
Research and development	8,195	3,409	4,614
General and administrative	98,688	30,649	26,662
Total operating expenses	218,466	84,381	93,050
(Loss) income from operations	(36,639)	(17,182)	13,462
Other (income) expense:
Interest expense, net	11,777	21,275	17,092
Other expense (income), net	4,450	47	(535)
Change in fair value of warrant liabilities	277,315	0	0
Change in fair value of earn-out shares liability	47,100	0	0
Foreign currency transaction loss (gain), net	69	(21)	(160)
Total other expense	340,711	21,301	16,397
Loss before provision for income taxes	(377,350)	(38,483)	(2,935)
Income tax benefit	(2,242)	(9,308)	(1,297)
Net loss	(375,108)	(29,175)	(1,638)
Comprehensive loss, net of tax:
Foreign currency translation adjustments	(1,499)	79	33
Comprehensive loss	$ (376,607)	$ (29,096)	$ (1,605)
Net loss per share – basic and diluted	$ (3.67)	$ (0.85)	$ (0.05)
Weighted average common shares outstanding – basic and diluted	102,114,949	34,293,271	32,136,203

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Retroactive application of recapitalization	Previously reported	Legacy Common Stock	Legacy Common Stock Retroactive application of recapitalization	Legacy Common Stock Previously reported	Legacy Preferred Stock	Legacy Preferred Stock Retroactive application of recapitalization	Legacy Preferred Stock Previously reported	Common Stock	Common Stock Retroactive application of recapitalization	Common Stock Previously reported	Additional Paid-in Capital	Additional Paid-in Capital Retroactive application of recapitalization	Additional Paid-in Capital Previously reported	Note Receivable from Stockholder	Note Receivable from Stockholder Retroactive application of recapitalization	Note Receivable from Stockholder Previously reported	Accumulated other Comprehensive Income (Loss)	Accumulated other Comprehensive Income (Loss) Retroactive application of recapitalization	Accumulated other Comprehensive Income (Loss) Previously reported	Accumulated Deficit	Accumulated Deficit Retroactive application of recapitalization	Accumulated Deficit Previously reported
Beginning balance (in shares) at Dec. 31, 2018				0	(49,205)	49,205	0	(935)	935	32,136,203	32,136,203	0
Beginning balance at Dec. 31, 2018	$ 294	$ 0	$ 294	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 3	$ 3	$ 0	$ 13,641	$ (3)	$ 13,644	$ (554)	$ 0	$ (554)	$ (5)	$ 0	$ (5)	$ (12,791)	$ 0	$ (12,791)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	103												103
Net loss	(1,638)																					(1,638)
Foreign currency translation adjustment	33																		33
Ending balance (in shares) at Dec. 31, 2019										32,136,203
Ending balance at Dec. 31, 2019	(1,208)									$ 3			13,744			(554)			28			(14,429)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares (in shares)										3,482,446
Issuance of shares	0									$ 1			(1)
Repurchases of Shares (in shares)										(116,906)
Repurchases of shares	(154)												(154)
Stock-based compensation	363												363
Net loss	(29,175)																					(29,175)
Foreign currency translation adjustment	79		$ 214																214
Ending balance (in shares) at Dec. 31, 2020										35,501,743
Ending balance at Dec. 31, 2020	(29,960)									$ 4			13,952			(554)			242			(43,604)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A Common Stock in connection with business acquisitions (in shares)										590,099
Issuance of Class A Common Stock in connection with business acquisitions	9,341												9,341
Issuance of shares (in shares)										7,500,000
Issuance of shares	136,575									$ 1			136,574
Issuance of common stock for settlement of restricted stock units (in shares)										30,963
Shares canceled for tax withholdings on vested restricted stock units (in shares)										(6,812)
Reverse recapitalization transaction, net (in shares)										89,898,170
Reverse recapitalization transaction, net	182,960									$ 9			182,397			554
Purchase of capped calls related to Convertible Senior Notes	(90,150)												(90,150)
Issuance of Class A Common Stock in connection with the Public and Private Warrant exercises (in shares)										17,083,884
Issuance of Class A Common Stock in connection with the Public and Private Warrant exercises	457,720									$ 2			457,718
Stock-based compensation	12,418												12,418
Net loss	(375,108)																					(375,108)
Foreign currency translation adjustment	(1,499)																		(1,499)
Ending balance (in shares) at Dec. 31, 2021										150,598,047
Ending balance at Dec. 31, 2021	$ 302,297									$ 16			$ 722,250			$ 0			$ (1,257)			$ (418,712)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (375,108)	$ (29,175)	$ (1,638)
Adjustments to reconcile net loss to net cash from operating
Depreciation of property and equipment	4,486	2,552	1,375
Provision for doubtful accounts	854	1,442	659
Amortization of right-of-use assets	3,352
Amortization of intangible assets	13,297	11,849	12,506
Amortization of other assets	147	132	63
Amortization of deferred financing costs	4,061	1,515	1,365
Stock-based compensation	12,418	363	103
Amortization of unfavorable lease terms		(36)	(144)
Write-off of unfavorable lease		(384)
(Gain) Loss on sale and disposal of assets		110
In-kind interest	4,130	6,119
Deferred income tax benefit	(3,763)	(4,341)	(4,649)
Change in fair value of earn-out shares liability	47,100	0	0
Change in fair value adjustment of warrant liabilities	277,315	0	0
Debt prepayment expense	2,014
Changes in operating assets and liabilities:
Accounts receivable	(31,013)	3,701	(11,048)
Prepaid expense and other current assets	(5,434)	489	(1,116)
Income taxes receivable	35	(4,611)
Inventory	(9,443)	(3,211)	(4,769)
Other assets	(6,129)	(2,286)	(692)
Accounts payable	10,523	4,889	4,311
Accrued payroll and other expenses	24,784	(118)	2,765
Other long-term liabilities		1,529	119
Lease liabilities	(1,393)
Income taxes payable	(594)	(2,964)	2,518
Net cash (used in) provided by operating activities	(28,361)	(12,436)	1,728
Cash flows used in investing activities:
Cash paid for business acquisitions, net of cash acquired	(22,896)		(2,058)
Repayment of notes receivables from shareholders	781
Capital expenditures for intangible assets	(4,415)	(316)	(1,648)
Capital expenditures for property and equipment	(11,201)	(3,501)	(8,774)
Net cash used in investing activities	(37,731)	(3,817)	(12,480)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes	750,000
Purchase of capped calls related to convertible senior notes	(90,150)
Repurchase of shares		(154)
Proceeds from exercise of warrants	188,378
Proceeds from revolving facility	5,000	6,500	18,500
Repayment of revolving facility	(5,000)	(15,000)	(12,000)
Proceeds from term loan		30,000	10,000
Payment of debt issuance costs	(21,341)	(77)	(150)
Repayment of term loan	(225,486)	(1,772)
Deferred payment for acquisition		(901)
Proceeds from Business Combination, net of transaction costs (See Note 3)	357,634		(1,772)
Payments for transaction costs		(323)
Net cash provided by financing activities	959,035	18,273	14,578
Net increase in cash and cash equivalents	892,943	2,020	3,826
Effect of foreign currency translation on cash	(543)	159	(94)
Cash and cash equivalents, beginning of period	9,486	7,307	3,575
Cash and cash equivalents, end of period	901,886	9,486	7,307
Supplemental disclosures of cash flow information and non-cash investing and financing activities:
Cash paid for interest	10,249	13,536	15,727
Cash paid for income taxes	1,700	2,434	861
Issuance of earn-out shares	136,575
Trade receivables due from seller	6,623
Notes payable to seller	2,153
Contingent consideration	783
Issuance of Class A Common Stock in connection with business acquisitions	9,341
Capital expenditures included in accounts payable	$ 321	240	1,006
Deferred payment due to seller related business acquisition			$ 927
Deferred unpaid offering costs		$ 2,036

Description of Business	12 Months Ended
Description of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1 – Description of Business The Beauty Health Company, formerly known as Vesper Healthcare Acquisition Corp. (the “Company” or “BeautyHealth”), was incorporated in Delaware on July 8, 2020. The Company was originally 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”), the Company consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated December 8, 2020 (the “Merger Agreement”), by and among Vesper Healthcare Acquisition Corp. (“Vesper”), Hydrate Merger Sub I, Inc. (“Merger Sub I”), Hydrate Merger Sub II, LLC (“Merger Sub II”), LCP Edge Intermediate, Inc., the indirect parent of Edge Systems LLC d/b/a The HydraFacial Company (“HydraFacial”), and LCP Edge Holdco, LLC (“LCP,” or “Former Parent,” and, in its capacity as the stockholders’ representative, the “Stockholders’ Representative”), which provided for: (a) the merger of Merger Sub I with and into HydraFacial, with HydraFacial continuing as the surviving corporation (the “First Merger”), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the First Merger, the Company owns 100% of the outstanding common stock of HydraFacial and each share of common stock and preferred stock of HydraFacial has been cancelled and converted into the right to receive a portion of the consideration payable in connection with the Mergers. As a result of the Second Merger, the Company owns 100% of the outstanding interests in Merger Sub II. In connection with the closing of the Business Combination (the “Closing”), the Company owns, directly or indirectly, 100% of the stock of HydraFacial and its subsidiaries and the stockholders of HydraFacial as of immediately prior to the effective time of the First Merger (the “HydraFacial Stockholders”) hold a portion of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). In connection with the Closing, the Company changed its name from “Vesper Healthcare Acquisition Corp.” to “The Beauty Health Company.” Following the Closing, on May 6, 2021, the Company’s Class A Common Stock and publicly traded warrants were listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols, “SKIN” and “SKINW”, respectively. The transactions set forth in the Merger Agreement constitute a “Business Combination” as contemplated by Vesper’s Second Amended and Restated Certificate of Incorporation. Unless the context otherwise requires, in this prospectus, the “Company” refers to Vesper Healthcare Acquisition Corp. prior to the closing of the Business Combination and to the combined company and its subsidiaries following the Closing and “HydraFacial” refers to the business of LCP Edge Intermediate, Inc. and its subsidiaries prior to the Closing. References to “Vesper” refer to Vesper Healthcare Acquisition Corp. prior to the consummation of the Business Combination. The Company 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 a/esthetic technologies and products. The Company’s flagship brand, HydraFacial, is a non-invasive and approachable beauty health platform and ecosystem. HydraFacial uses a unique delivery system to cleanse, extract, and hydrate with their patented hydradermabrasion technology and serums that are made with nourishing ingredients. The COVID-19 pandemic has had, and may continue to have adverse impacts on our business. As government authorities around the world continue to implement significant measures intended to control the spread of the virus and institute restrictions on commercial operations, while simultaneously implementing policies designed to reopen certain markets, we are working to ensure our compliance and maintain business continuity for essential operations. The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous factors we cannot reliably predict, including the duration and scope of the pandemic; businesses and individuals’ actions in response to the pandemic; and the impact on economic activity including the possibility of recession or financial market instability. During the year ended December 31, 2020, we took and may continue to take, actions to mitigate the impact of the COVID-19 pandemic on our cash flow and results of operations and financial condition. Starting in April 2020, after the government mandated shutdowns, we experienced a significant decline in sales during the second quarter of 2020, and took certain corrective measures. Subsequent to the downturn experienced during the second quarter of 2020, our revenues increased, and we returned to having positive Adjusted EBITDA in the latter half of 2020. This trend continued into and throughout 2021. We successfully managed the variable portion of our cost structure to better align with revenue, which was significantly reduced during the downturn.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – 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 HydraFacial Stockholders as of immediately prior to the effective time of the First Merger 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 contemplated by the Merger Agreement.

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 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 Consolidated Financial Statements in this prospectus are presented in accordance with GAAP and include the Company’s consolidated domestic and international subsidiaries. Intercompany accounts and transactions have been eliminated. The Consolidated Financial Statements in this

rospectus and the 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

with

the Securities and Exchange Commission (“SEC”) 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, 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 current estimates and those differences may be material.

Cash and Cash Equivalents

All highly liquid investments, including credit card receivables due from banks, with original maturities of 90 days or less at date of purchase, are reported at fair value and are considered to be cash equivalents. The balances of cash at financial institutions may exceed the federally insured limit. The Company has not experienced any losses in such accounts and believes its cash and cash equivalents are not subject to any significant credit risk.

Accounts Receivable

Accounts receivable primarily arise out of product purchases by customers from various distribution channels. Typical payment terms provide that customers pay within 30 to 120 days of the invoice. The allowance for doubtful accounts represents management’s best estimate of probable credit losses in accounts receivable. The allowance is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the specific customer’s ability to pay its obligation and any other forward-looking data regarding customers’ ability to pay which may be available. Receivables are written off against the allowance when management believes that the amount receivable will not be recovered.

Inventories

Inventories are stated at the lower of cost (determined by the

first-in,

first-out

method) or net realizable value. Obsolete inventory or inventory in excess of management’s estimated usage is written-down to its estimated net realizable value. Inherent in the net realizable value are management’s estimates related to economic trends, future demand for products, and technological obsolescence of our products. Cost is determined using weighted-average costs, and includes all costs incurred to deliver inventory to the Company’s distribution centers including freight,

non-refundable

taxes, duty, and other landing costs.

The Company periodically reviews its inventories and makes a provision as necessary to appropriately value goods that are obsolete, have quality issues, or are damaged. The amount of the provision is equal to the difference between the cost of the inventory and its net realizable value based upon assumptions about product quality, damages, future demand, selling prices, and market conditions. If changes in market conditions result in reductions in the estimated net realizable value of its inventory below its previous estimate, the Company would increase its reserve in the period in which it made such a determination.

In addition, the Company provides for inventory shrinkage based on historical trends from actual physical inventory counts. Inventory shrinkage estimates are made to reduce the inventory value for lost or stolen items. The Company performs physical inventory counts and cycle counts throughout the year and adjusts the shrink reserve accordingly.

Business Combinations

The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred including the acquisition-date fair value of the Company’s previously held equity interests. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed, with any excess recorded as goodwill. These fair value determinations require judgment and may involve the use of significant estimates and assumptions. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Transaction costs associated with the acquisition are expensed as incurred.

Goodwill

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. The Company has one reporting unit and management evaluates the carrying value of the Company’s goodwill annually at the end of its fiscal year or whenever events or changes in circumstances indicate that an impairment may exist.

When testing goodwill for impairment, management has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test. In performing the qualitative assessment, management considers the extent to which unfavorable events or circumstances identified, such as changes in economic conditions, industry and market conditions or company specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management is required to perform a quantitative impairment test.

Quantitative impairment testing for goodwill is based upon the fair value of a reporting unit as compared to its carrying value. Under a quantitative impairment test, management will make certain judgments and assumptions in allocating assets and liabilities to determine carrying values for our reporting unit. The impairment loss recognized would be the difference between a reporting unit’s carrying value and fair value in an amount not to exceed the carrying value of the reporting unit’s goodwill.

Testing goodwill for impairment requires management to estimate fair values of reporting units using significant estimates and assumptions. The assumptions made will impact the outcome and ultimate results of the testing. Management will use industry accepted valuation models and set criteria that are reviewed and approved by various levels of management and, in certain instances, we will engage independent third-party valuation specialists for advice.

The key estimates and factors used in the valuation models would include revenue growth rates and profit margins based on our internal forecasts, our specific weighted-average cost of capital used to discount future cash flows, and comparable market multiples for the industry segment, when applicable, as well as our historical operating trends. Certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in actual and expected consumer consumption and demands, could result in changes to these assumptions and judgments. A revision of these assumptions could cause the fair values of the reporting units to fall below their respective carrying values, resulting in a

non-cash

impairment charge. Such charge could have a material effect on the consolidated financial statements.

Intangible Assets

Intangible assets are composed of developed technology, customer relationships and trademarks. At initial recognition, intangible assets acquired in a business combination are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset. We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If necessary, we will use an industry accepted valuation model to estimate the fair value of the intangible assets. The fair value calculation requires significant judgments in determining both the assets’ estimated cash flows potentially the appropriate discount and royalty rates applied to those cash flows to determine fair value. Variations in economic conditions or a change in general consumer demands, operating results estimates or the application of alternative assumptions could produce significantly different results. If these assumptions differ materially from future results, we may record impairment charges in the future.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation commences when an asset is ready for its intended use. Depreciation is recorded on a straight-line basis over each asset’s estimated useful life. Leasehold improvements are depreciated on a straight-line basis over the lesser of the length of the lease and the estimated useful life of the improvement.

Impairment of long-lived Assets

Long-lived assets, including intangible assets with finite lives, held for use are evaluated for impairment when the occurrence of events or a change in circumstances indicates that the carrying value of the assets may not be recoverable as measured by comparing their carrying value to the estimated undiscounted future cash flows generated by their use and eventual disposition. Impaired assets are recorded at fair value, determined principally by discounting the future cash flows expected from their use and eventual disposition. Reductions in asset values resulting from impairment valuations are recognized in income in the period that the impairment is determined.

Leased Property and Equipment

Prior to the adoption of ASU

No. 2016-02,

Leases (“ASC 842”), the Company recognized rent expense for operating leases on a straight-line basis (including the effect of reduced or free rent and rent escalations) over the lease term. The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight-line basis was recognized as an adjustment to deferred rent in the consolidated balance sheets. Cash reimbursements received from landlords for leasehold improvements and other cash payments received from landlords as lease incentives were recorded as an asset and depreciated using the straight-line method over the lease term as an offset to rent expense.

Until December 31, 2021, the Company was an emerging growth company as defined by the JOBS Act. As the Company no longer qualifies as an emerging growth company this ASU instead became effective for the

Company in this

rospectus for the fiscal year ended December 31, 2021, with an effective date of January 1, 2021. Subsequent to the adoption of ASC 842 on January 1, 2021, the first day of fiscal 2021, operating and finance lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates for its population of leases. The Company uses an incremental borrowing rate to determine the present value of lease payments as the rate implicit in the lease is generally not readily determinable. The Company’s incremental borrowing rate is the rate of interest that it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis and in a similar economic environment over a similar term.

The Company determines if an arrangement is or contains a lease at inception. This determination depends on whether the arrangement conveys the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of and obtains substantially all of the economic benefits from using the underlying asset.

As a result of the adoption of the new accounting standard, the Company elected transition-related practical expedients as accounting policies which allowed it to not reassess, as of the adoption date, (1) whether any expired or existing contracts are or contain leases, (2) the classification of any expired or existing leases, and (3) if previously capitalized initial direct costs qualify for capitalization under ASC 842. The Company elected the practical expedient option to not separate lease and

non-lease

components for all of its leases, and also elected the short-term lease recognition exemption that keeps leases with an initial term of 12 months or less excluded from balance sheet capitalization. This results in recognizing those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Related operating and finance lease

right-of-

use assets are recognized based on the initial present value of the fixed lease payments, reduced by cash payments received from landlords as lease incentives, plus any prepaid rent and other direct costs from executing the leases. Amortization of both operating and finance lease

right-of-use

assets is performed on a straight-line basis and recorded as part of rent expense in cost of goods sold and selling, general and administrative expenses on the consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the consolidated statements of operations.

Convertible Senior Notes

On September 14, 2021, the Company issued an aggregate of $750 million in principal amount of its 1.25%

Convertible Senior Notes due 2026 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144 under the Securities Act of 1933, as amended. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of September 14, 2021, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Company accounts for the Notes under Accounting Standards Codification (“ASC”) ASC

470-20

Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity

(“ASU

2020-06”),

which the Company early adopted in the first quarter of 2021 concurrent with the issuance of the Notes. The Company records the Notes in “Long-term liabilities” at face value net of issuance costs. If any of the conditions to the convertibility of the Notes is satisfied, or the Notes become due within one year, then the Company may be required under applicable accounting standards to reclassify the carrying value of the Notes as a current, rather than a long-term, liability. Refer to Note 10—Long-term Debt for further detail.

Capped Call Transactions

Capped call transactions cover the aggregate number of shares of the Company’s common stock that will initially underlie the Notes, and generally reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company may make in excess of the principal amount of the converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the capped call transactions. The Company determined that the freestanding capped call option contracts

qualify as equity under the accounting guidance on indexation and equity classification, and recognized the contract by recording an entry to “Additional

paid-in

capital” (“APIC”) in stockholders’ equity in its Consolidated Balance Sheet. The Company also determined that the capped call option contracts meet the definition of a derivative under ASC 815 —

Derivatives and Hedging

(“ASC 815”), but are not required to be accounted for as a derivative as they meet the scope exception outlined in ASC 815. The capped call options are recorded in APIC and not remeasured.

Issuance Costs

Issuance costs related to our Notes offering were capitalized and offset against proceeds from the Notes. Issuance costs consist of legal and other costs related to the issuance of the Notes and are amortized to interest expense over the term of the Notes. Refer to Note 10 – Long-term Debt for further detail.

Warrant Liabilities

During October 2020, in connection with Vesper’s initial public offering, the Company issued 15,333,333 Public Warrants to purchase shares of the Company’s common stock at $11.50 per share. Simultaneously, with the consummation of Vesper’s initial public offering, the Company issued 9,333,333 Private Placement Warrants to purchase shares of the Company’s common stock at $11.50 per share, to the Sponsor.

On October 4, 2021, the Company issued a press release stating that it would redeem all of the Public Warrants that remained outstanding on the Redemption Date. As of December 31, 2021, no Public Warrants outstanding and approximately 7 million Private Placement Warrants remain outstanding. As of December 31, 2021 the Private Placement Warrants are measured at fair value using a Monte Carlo simulation because these warrants are subject to redemption if the reference value of the common stock, as defined, is between $10.00 and $18.00 per share. The Private Placement Warrants are classified as a Level 3 financial instruments as of December 31, 2021.

The Company classified the Public Warrants and currently classifies Private Placement Warrants as liabilities on its 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 ASC 815,

Derivatives and Hedging

. In certain events outside of the Company’s control, the Public Warrant and Private Placement Warrant holders are entitled to receive cash while in certain scenarios the holders of the Company’s 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 Company’s 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 the Company’s Class A Common Stock (the

“Earn-out

Shares”) as a result of the Company’s completion of the acquisitions of four target businesses, as contemplated by the Merger Agreement, in June and July 2021 that were identified by HydraFacial. With the closing of these 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.

The Company accounted for the

Earn-out

Shares liability as contingent consideration and 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 was recorded at fair value and remeasured at the end of each reporting period, with the corresponding gain or loss recorded in the Company’s Consolidated Statements of Comprehensive Loss as a component of Other (income) expense, net.

Revenue Recognition

Effective January 1, 2019, HydraFacial adopted ASU

No. 2014-09,

Revenue from Contracts with Customers (Topic 606) (“ASU

2014-09”),

which is the new comprehensive revenue recognition standard that supersedes all existing revenue recognition requirements under Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”), as well as under all subsequently issued amendments to the new revenue recognition standard (“ASC 606”). HydraFacial elected to adopt the new revenue recognition standard using the full retrospective method as of January 1, 2019. The adoption of the new standard did not have a significant effect on earnings or on the timing of HydraFacial’s transactions and, therefore, the effect of applying the new guidance was not material. As such, there were no adjustments to the prior periods

In accordance with ASU

2014-09,

management determines the amount of revenue to be recognized through application of the following steps:

•

Identify the customer contract;

•

Identify the performance obligations in the contract;

•

Determine the transaction price;

•

Allocate the transaction price to the performance obligations in the contract; and

•

Recognize revenue as the performance obligations are satisfied.

Net sales consists of the sale of products to retail and wholesale customers through

e-commerce

and distributor sales. The Company generates revenue through manufacturing and selling HydraFacial Delivery Systems (“Delivery Systems”). In conjunction with the sale of Delivery Systems, the Company also sells its serum solutions and consumables (collectively “Consumables”). Consumables are sold solely and exclusively by the Company and are available for purchase separately from the purchase of Delivery Systems. For both Delivery Systems and Consumables, revenue is recognized upon transfer of control to the customer, which generally takes place at the point of shipment.

The Company distributes products to customers both through national and international retailers as well as

direct-to-

consumers through its

e-commerce

and store channels. The Company sells to direct customers, including

non-corporate

customers (such as spas and dermatologist offices), corporate customers, and international distributors. For

non-corporate

customers, a contract exists when the customer initiates an order by submitting a purchase request. Such requests are accepted by the Company upon issuance of a corresponding invoice. For corporate customers, a contract exists when the customer submits a purchase order and is accepted upon issuance of a subsequent invoice. For distributors, a customer submits an order request which is processed in the system by a sales representative. This is also considered accepted upon the subsequent issuance of an invoice by the Company. For all customers, each invoice is considered a separate contract for accounting purposes.

Cost of Sales

The Company’s cost of sales consists of Delivery Systems and Consumables product costs, including the cost of materials, labor costs, overhead, depreciation and amortization of developed technology, shipping and handling costs, and the costs associated with excess and obsolete inventory. As the Company launches new products and expand presence internationally, the Company expects to incur higher cost of sales as a percentage of sales because we have not yet achieved economies of scale with these items.

Selling and Marketing Expense

Selling and marketing expense consists of personnel-related expenses, sales commissions, travel costs, and advertising expenses incurred in connection with the sale of our products. The Company intends to continue to invest in sales and marketing capabilities in the future and expect this expense to increase in absolute dollars in future periods as it releases new products, grow our global footprint, and drive consumer demand in the ecosystem. Selling and marketing expense as a percentage of total revenue may fluctuate from period to period based on total revenue and the timing of investments in sales and marketing functions as these investments may vary in scope and scale over future periods.

Advertising costs are expensed in the period in which they are incurred. Total advertising costs, included in selling and marketing expenses on the Consolidated Statements of Comprehensive Loss, were $3.2 million, $3.3 million, and $4.7 million for each of the three years ending December 31, 2021, 2020, and 2019 respectively.

Research and Development Costs

Research and development expense primarily consists of personnel-related expenses, tooling and prototype materials, technology investments, and other expenses incurred in connection with the development of new products and internal technologies. The Company expects research and development expenses to increase in absolute dollars in future periods and vary from period to period as a percentage of total revenue, as the Company plans to continue to innovate and invest in new technologies and to enhance existing technologies to fuel future growth as a category creator.

General and Administrative Expense

General and administrative expense includes personnel-related expenses, professional fees, credit card and wire fees and facilities-related costs primarily for our executive, finance, accounting, legal, human resources, and IT functions. General and administrative expense also includes fees for professional services principally comprising legal, audit, tax and accounting services and insurance.

The Company expects to continue to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance and reporting obligations of public companies, and increased costs for insurance, investor relations expenses, and professional services. In addition, the Company expects to continue to incur additional IT expenses as the Company scales and enhances its

e-commerce,

digital and data utilization capabilities. As a result, the Company expects that our general and administrative expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.

Other Expense

Other expense consists of interest expense and foreign currency transaction gains and losses. Foreign currency transaction gains and losses are generated by settlements of intercompany balances and invoices denominated in currencies other than the reporting currency. The Company expects Other expense to increase in absolute dollars as the Company grows internationally and obtains more financing to support such growth. Other expense as a percentage of revenue will fluctuate period to period along with interest rates, exchange rates and other factors not related to normal business operations.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (DTA)s and deferred tax liabilities (DTL)s for the expected future tax

consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.

The Company recognizes DTAs to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income,

tax-planning

strategies, carryback potential if permitted under the tax law, and results of recent operations. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on currently available evidence. If the Company determines that it would be able to realize our DTAs in the future in excess of the net recorded amount, it would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes.

The Company would record uncertain tax positions in accordance with ASC 740 on the basis of a

two-step

process in which (1) it determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the

more-likely-than-not

recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. If any, the Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

Foreign Currency

The functional currency for each entity included in these consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Net revenue and expenses are translated at the average rate in effect during the period. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in stockholders’ equity.

Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency with any resulting gains and losses recognized in selling, general and administrative expenses, except for gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company primarily maintains its operating cash balance with a major financial institution. At times, cash balances may be in excess of Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk in this area. Accounts receivable are unsecured and the Company is at risk to the extent such amounts become uncollectible. Concentration of credit risk with respect to accounts receivable is generally mitigated by the Company performing ongoing credit evaluations of its customers.

Stock-based Compensation

Stock-based compensation is accounted for under FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). The Company accounts for all stock-based compensation transactions using a fair-

value method and recognizes the fair value of each award as an expense over the service period. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The use of the Black-Scholes model requires a number of estimates, including the expected option term, the expected volatility in the price of the Company’s common stock, the risk-free rate of interest and the dividend yield on the Company’s common stock. The fair value of the Company’s restricted stock units is the closing price of the Company’s common stock on the grant date. The fair value of the Company’s performance-based restricted stock units is estimated using a Monte Carlo simulation model. The consolidated financial statements include amounts that are based on the Company’s best estimates and judgments. The Company classifies compensation expense related to these awards in the consolidated statements of operations based on the department to which the recipient reports. The Company’s policy is to account for forfeitures in period that they occur.

Earnings per Share

Earnings per share is calculated using the weighted-average number of common and exchangeable shares outstanding during the period. Exchangeable shares are the equivalent of common shares in all material respects. All classes of stock have in effect the same rights and share equally in undistributed net income. Diluted earnings per share is calculated by dividing net income available to stockholders for the period by the diluted weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution from common shares issuable through stock options, performance-based restricted stock units that have satisfied their performance factor, restricted shares, and restricted stock units using the treasury stock method.

Fair Value of Financial Instruments

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.

The fair value of the Notes that are recorded at historical cost was $794 million as of December 31, 2021, and was determined using the last trade price in active markets. With the exception of the Company’s Notes, the fair value of the Company’s assets and liabilities that are recorded at historical amounts and that qualify as financial instruments under ASC 820,

Fair Value Measurement

, approximates the carrying amounts represented in the Company’s Consolidated Balance Sheets, primarily due to their short-term nature.

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2018-15,

Intangibles-Goodwill and

Other-Internal-Use

Software (Subtopic

350-40):

Customer’s

Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU

2018-15),

which requires implementation costs incurred by customers in cloud computing arrangements (i.e. hosting arrangements) to be capitalized under the same premises of authoritative guidance for

internal-use

software, and deferred over the

non-cancellable

term of the cloud computing arrangements plus any optional renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. ASU

2018-15

is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU

2018-15

on January 1, 2021 and the guidance did not have a material impact on its Consolidated Financial Statements.

In December 2019, FASB issued 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, as the Company no longer qualifies as an emerging growth company. The adoption did not have a material impact on its Consolidated Financial Statements.

In August 2020, the FASB issued ASU

No. 2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40)

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU

2020-06”).

The amendments eliminate two of the three accounting models that require separate accounting for convertible features of debt securities, simplify the contract settlement assessment for equity classification, require the use of the

if-converted

method for all convertible instruments in the diluted earnings per share calculation and expand disclosure requirements. The amendments are effective for our annual and interim reporting periods beginning after December 15, 2021, with early adoption permitted for reporting periods beginning after December 15, 2020. The guidance can be applied on a full retrospective basis to all periods presented or a modified retrospective basis with a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company adopted ASU

2020-06

on January 1, 2021. There were no changes to the Company’s previously issued financial statements since the Company had no existing convertible notes prior to issuance of the Notes. With the adoption of ASU

2020-06,

the Company recorded the issuance of the Notes at their face value net of issuance costs in long-term liabilities and the value of the capped call options in APIC.

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU

2018-10,

Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU

2016-02.

Furthermore, in July 2018, the FASB issued ASU

2018-11,

Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption.

rospectus for the fiscal year ended December 31, 2021, with an effective date of January 1, 2021. The Company elected transition-related practical expedients as accounting policies which allowed it to not reassess, as of the adoption date, (1) whether any expired or existing contracts are or contain leases, (2) the classification of any expired or existing leases, and (3) if previously capitalized initial direct costs qualify for capitalization under ASC 842. The Company elected the practical expedient option to not separate lease and

non-lease

components for all of its leases and note that variable costs related to triple net leases are not material. The Company also elected the short-term lease recognition exemption that keeps leases with an initial term of 12 months or less excluded from balance sheet capitalization. The Company elected to adopt using the optional transition method which allows a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The adoption of this standard resulted in the recognition of Operating

Right-of-Use

(ROU)

assets and Operating ROU lease liabilities on the consolidated balance sheet of $12.3 million and $13.5 million, respectively, and the elimination of deferred rent of $1.2 million. The adoption of this standard did not have an impact on beginning retained earnings. The adoption of this standard did not have a material impact on the consolidated statements of operations nor the consolidated statements of cash flows.

See Note 6, Leases, for further discussion of the adoption of ASC 842 and related disclosures.

Business Combinations

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Note 3 – 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 for an aggregate purchase price of $350.0 million (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the Closing of the Business Combination.

•

Prior to the Business Combination, the Company issued an aggregate of 11,500,000 shares of the Company’s 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 the Company’s 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 the Company’s Class A Common Stock exercised their rights for the Company to redeem their respective shares for cash at an approximate price of $10.00 per share, for an aggregate of approximately $26.7 million, 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 Company’s Class A Common Stock issued and 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 gross cash consideration received was reduced by $368 million, which consisted of cash payments made to the former shareholders of HydraFacial, and further reduced by an additional $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 was subject to a working capital adjustment of $0.9 million. The Company also issued 70,860 shares related to the working capital adjustment.

The following table reconciles the elements of the Business Combination to the Company’s Consolidated Statements of Cash Flows and the Consolidated Statements of Stockholders’ Equity (Deficit) for the year ended December 31, 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	)
Less: Cash paid out from net working capital adjustment related to acquisitions		(902	)

Net Cash Received from Business Combination	$	357,634

The number of shares of Class A Common Stock issued 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
Founder shares (Vesper Class B Common Stock)		11,500,000
PIPE Shares		35,000,000

Business Combination and PIPE shares		89,827,310
Legacy HydraFacial shares (1)		35,501,743
Working capital adjustment Class A Common Stock issued		70,860

Total Shares of Class A Common Stock after Business Combination		125,399,913

(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.

Business Acquisitions

On June 4, 2021, the Company acquired High Tech Laser, Australia Pty Ltd (“HTL”), a distributor of the Company’s products in Australia. On July 1, 2021, the Company acquired Wigmore Medical France (“Wigmore”), Ecomedic GmbH (“Ecomedic”) and Sistemas Dermatologicos Internacionales (“Sidermica”), distributors of the Company’s products in France, Germany and Mexico, respectively. Through these acquisitions, the Company plans to directly sell to the respective markets and improve services for its products.

The Company applied the acquisition method of accounting and established a new basis of accounting on the dates of the respective acquisitions. The assets acquired by the Company are accordingly measured at their estimated fair values as of the acquisition date. The goodwill arising from the acquisitions 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. The transaction costs for the acquisitions totaled $0.8 million.

The estimated fair values and preliminary purchase price allocation were based on information available at the time of acquisition and the Company continues to evaluate the underlying inputs and assumptions.

Accordingly, these preliminary estimates are subject to retrospective adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the date of acquisition. The Company is currently in the process of finalizing the preliminary fair value allocations, and expects this to be completed prior to June 30, 2022.

The following table summarizes the consideration and estimated preliminary fair values assigned to the assets acquired and liabilities assumed at the dates of acquisition for the Wigmore, Ecomedic and Sidermica acquisitions and summarizes the HTL acquisition after measurement period adjustments.


(in thousands)	HTL			Wigmore (2)			Ecomedic			Sidermica
Consideration paid:
Cash, net of cash acquired	$	4,920		$	1,757		$	11,338		$	4,881
Class A Common Stock issued (1)		1,557			456			6,513			815
Contingent consideration		—			783			—			—
Trade receivables due from seller		1,027			2,336			1,679			1,581
Notes payable to seller		—			—			2,153			—

	$	7,504		$	5,332		$	21,683		$	7,277

Identifiable assets acquired and liabilities assumed
Accounts receivable	$	1,110		$	2,079		$	15		$	1,657
Non-compete agreement		100			60			588			100
Customer relationships		2,696			2,276			5,487			2,700
Inventory and other assets		354			341			1,262			454
Accounts payable		(45	)		(456	)		(772	)		—
Deferred tax liabilities, net		(675	)		(842	)		(1,834	)		—
Accrued and other liabilities		(802	)		(317	)		(340	)		—

Total identifiable net assets		2,738			3,141			4,406			4,911

Goodwill	$	4,766		$	2,191		$	17,277		$	2,366

(1)	Class A Common Stock issued as consideration for the acquisitions was 110,726, 28,157, 401,021 and 50,195 shares for HTL, Wigmore, Ecomedic and Sidermica, respectively.

(2)	During the fourth quarter of 2021, adjustments were made to the Wigmore valuation pertaining to contingent consideration and intangible assets. Goodwill was adjusted due to an increase of $0.3 million in contingent consideration and a decrease of $1.0 million in intangible assets.

Intangible assets acquired included customer relationships and

non-compete

agreements. 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 weighted average amortization period of customer relationship was 5 years, while the

non-compete

agreements are amortized over 3 years.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 4 – 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 Delivery Systems. In conjunction with the sale of Delivery Systems, the Company also sells Consumables that are used when customers provide a hydradermabrasion facial experience for their customers using a Delivery System. The Consumables are sold by the Company and are available for purchase separately from the purchase of a Delivery System.

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


	Year Ended December 31,
(in thousands)	2021		2020		2019
Net Sales
Delivery Systems	$	139,464	$	53,372	$	81,467
Consumables		120,622		65,720		85,156

Total net sales	$	260,086	$	119,092	$	166,623

See Note 18 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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Balance Sheet Components

Note 5 — Balance Sheet Components

Inventories consist of the following as of the periods indicated:


(in thousands)	December 31, 2021		December 31, 2020
Raw materials	$	12,024	$	9,335
Finished goods		23,237		13,867

Total inventories	$	35,261	$	23,202

Accrued payroll-related expenses consist of the following as of the periods indicated:


(in thousands)	December 31, 2021		December 31, 2020
Accrued compensation	$	15,262	$	3,535
Accrued payroll taxes		922		1,388
Accrued benefits		3,022		1,132
Accrued sales commissions		9,456		3,420

Total accrued payroll-related expenses	$	28,662	$	9,475

Other accrued expenses consist of the following as of the periods indicated:


(in thousands)	December 31, 2021		December 31, 2020
Sales and VAT tax payables	$	5,817	$	1,538
Accrued interest		2,786		—
Contingent consideration		783
Note payable due seller (Note 3)		2,153		—
Royalty liabilities		1,074		—
Other		2,109		920

Total other accrued expenses	$	14,722	$	2,458

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

Note 6 — Leases

The Company does not own any real estate. The majority of the Company’s liability primarily consists of the Company’s international office spaces and warehouse all of which are classified as operating leases. The

Company’s finance leases relate to leased equipment such as office and warehouse equipment. The finance lease balances are not material but are included in property and equipment, other accrued liabilities, and other long-term liabilities of the Consolidated Balance Sheets. Lease terms include the

non-cancellable

portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods, termination options and purchase options. The Company’s leases do not contain significant restrictive provisions nor residual value guarantees.

Operating and finance lease ROU liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates for its population of leases. Related operating and finance lease ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by cash payments received from landlords as lease incentives, plus any prepaid rent and other direct costs from executing the leases. The interest expense amortization component of the finance lease ROU liabilities is recorded within interest expense on the Consolidated Statements of Comprehensive Loss. ROU assets are tested for impairment in the same manner as long-lived assets.

Operating ROU assets and liabilities as of December 31, 2021 comprises the following:


(in thousands) Assets	Balance Sheet Classification	December 31, 2021
Operating lease assets	Right-of-use assets, net	$	14,992
Liabilities
Operating	Lease liabilities, current	$	3,712
Operating	Lease liabilities, non-current	$	12,781

Total lease liabilities		$	16,493

Total lease cost for the year ended December 31, 2021 is below. The variable lease costs were not included in the measurement of the lease liabilities. These primarily include property taxes, property insurance, and common area maintenance expenses.


(in thousands)	Statement of Operations Classification	December 31, 2021
Operating lease cost
Operating lease cost	Cost of sales	$	811
Operating lease cost	Selling, General and administrative		2,535

			3,346
Short-term lease cost
Short-term lease cost	Selling, General and administrative		879

			879
Variable lease cost
Variable lease cost	Cost of sales		236
Variable lease cost	Selling, General and administrative		270

			506

Total operating lease cost		$	4,731

The following table summarizes future lease payments as of December 31, 2021:


(in thousands)	Operating Leases
2022	$	4,117
2023		4,023
2024		3,294
2025		981
2026		885
Thereafter		4,795

Total		18,095
Less: Imputed Interest		(1,602	)

Present value of net lease payments	$	16,493

Prior to the adoption of ASC 842, the future minimum operating lease commitments as of December 31, 2020 under ASC 840 is below. Prior year rent expense under ASC 840 was $3.7 million.


(in thousands)	Operating Lease
2021	$	2,617
2022		2,432
2023		2,114
2024		2,048
2025		669

Total	$	9,880

The following table includes supplemental lease information:


Supplemental Cash Flow Information (dollars in thousands)	Total
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	3,041

Total	$	3,041

Lease liabilities arising from new ROU assets
Operating leases	$	5,707
Weighted average remaining lease term (in years)
Operating leases		6.3
Weighted average discount rate
Operating leases		2.75	%

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 7 — 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.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. As of the Business Combination date, the Private Placement Warrants were valued using the Public Warrant Price, and was considered to be a Level 2 financial instrument as of that date. As of December 31, 2021, there were no Public Warrants outstanding, and the value of the Private Placement Warrants was determined using a Monte Carlo simulation, and as such, were classified as a Level 3 financial instrument as of December 31, 2021. This was the only valuation level transfer during the year ended December 31, 2021.


	Fair Value Measurements on a Recurring Basis
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	861,943	$	—	$	—	$	861,943
Liabilities
Contingent consideration	$	—	$	—	$	783	$	783
Warrant liability — Private Placement Warrants		—		—		93,816		93,816

Money Market Funds

The Company’s investment in money market funds that are classified as cash equivalents hold underlying investments with a weighted average maturity of 90 days or less and are recognized at fair value. The valuations of these securities are based on quoted prices in active markets for identical assets, when available, or pricing models whereby all significant inputs are observable or can be derived from or corroborated by observable market data. The Company reviews security pricing and assesses liquidity on a quarterly basis. As of December 31, 2021, the Company’s U.S. portfolio had no material exposure to money market funds with a fluctuating net asset value.

Warrant Liabilities

The Public Warrants and Private Placement Warrants (collectively, the “Warrants”) were accounted for as liabilities in accordance with ASC

815-40

and are presented within Warrant liabilities on the Company’s 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 Company’s Consolidated Statements of Comprehensive Loss. At December 31, 2021, the outstanding Private Placement Warrants were valued using a Monte Carlo simulation because these Warrants are subject to redemption if the reference value of the common stock, as defined, is between $

10.00

and $

18.00

per share. The value derived from the Monte Carlo simulation is based on key assumptions such as the fair value of the common stock at the date of the valuation, the strike price of the warrant, a dividend yield of

zero

, the expected term of the warrant based on the simulation, an assumed risk free rate over the expected term of

1.16

% and an assumed historical volatility of the Company’s common stock of

59.2

%. The Private Placement Warrants are classified as a Level 3 financial instruments as of December 31, 2021. There were no Public Warrants outstanding as of December 31, 2021.

On October 4, 2021, the Company issued a press release stating that it would redeem all of the Public Warrants that remained outstanding following 5:00 p.m. New York City time on November 3, 2021, for a redemption price of $0.10 per Public Warrant. All outstanding Public Warrants totaling 16.2 million warrants were either exercised for cash or on a cashless basis or were redeemed. These outstanding Public Warrants comprised 15.3 million Public Warrants issued in connection with the Vesper initial public offering and an additional 0.9 million warrants that became Public Warrants due to the sale of Private Warrants. Public Warrants totaling 16.1 million were exercised for cash at an exercise price of $11.50 per share of Class A Common Stock, 74,104 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 26,732 shares of Class A Common Stock, and 75,016 warrants were redeemed for $0.10 per warrant, in each case in accordance with the terms of the Warrant Agreement. Total cash proceeds generated from exercises of the Public Warrants were $185.4 million. In addition, 0.3 million of Private Warrants were exercised for total cash proceeds of $3.0 million. As of December 31, 2021, the Company had approximately 7 million Private Placement Warrants outstanding.

Contingent Consideration

On July 1, 2021, in connection with the acquisition of Wigmore contingent consideration was payable to the previous owners. Upon acquisition, the contingent considered was measured using discounted cash flows based on the probability of meeting certain

earn-out

revenue targets. As of December 31, 2021, the Company accrued the full amount of the contingent consideration as the

earn-out

revenue targets were met.

- 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

Property and Equipment, net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Note 8 – Property and Equipment, net

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


(in thousands)	Useful life (years)	December 31, 2021			December 31, 2020
Furniture and fixtures	2-7	$	4,074		$	3,265
Computers and equipment	3-5		4,010			3,057
Machinery and equipment	2-5		3,669			445
Autos and trucks	5		1,163			413
Tooling	5		1,389			1,150
Leasehold improvements	Shorter of remaining lease term or estimated useful life		5,086			4,097

Total property and equipment			19,391			12,427

Less: accumulated depreciation and amortization			(8,561	)		(4,407	)
Construction in progress			5,353			1,171

Property and equipment, net		$	16,183		$	9,191

Depreciation expense was as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Cost of sales	$	1,313	$	1,161	$	646
General and administrative		1,625		1,391		729
Selling and marketing		1,548		—		—

Total depreciation expense	$	4,486	$	2,552	$	1,375

Goodwill and Intangible Assets, net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, net

Note 9 – Goodwill and Intangible Assets, net

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of December 31, 2021 were as follows:


(in thousands)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Estimated Useful Life (Years)
Trademarks	$	10,048	$	(3,442	)	$	6,606	15
Non-compete agreement		809		(139	)		670	3
Customer relationships		18,625		(4,391	)		14,234	5-10
Developed technology		70,900		(45,051	)		25,849	8
Patents		2,050		(295	)		1,755	3-19
Capitalized software		9,867		(2,971	)		6,896	3-5

Total intangible assets	$	112,299	$	(56,289	)	$	56,010

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 years ended December 31, 2021, 2020 and 2019 was $13.3 million, $11.8 million and $12.4 million, respectively.


	Year Ended December 31,
(in thousands)	2021		2020		2019
Cost of sales	$	9,000	$	9,465	$	10,678
Selling and marketing		1,820		—		—
General and administrative		2,477		2,384		1,685

Total amortization expense	$	13,297	$	11,849	$	12,363

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


	Year Ended December 31,
(in thousands)	2021			2020		2019
Beginning balance	$	98,531		$	98,520	$	98,147
Business acquisitions		26,600			—		347
Foreign currency translation impact		(1,437	)		11		26

Ending balance	$	123,694		$	98,531	$	98,520

Long-term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-term Debt

Note 10 – Long-term Debt

Credit Facility

On December 30, 2021, Edge Systems LLC, a California limited liability company (the “Borrower”) and an indirect wholly owned subsidiary of The Beauty Health Company, as borrower, entered into a Credit Agreement (the “Credit Agreement”) with Edge Systems Intermediate LLC, an indirect wholly owned subsidiary of the Company and the direct parent of the Borrower that holds the Company’s foreign and domestic operating entities, and The Hydrafacial Company Mexico Holdings, LLC, a direct wholly owned subsidiary of the Borrower that conducts the Mexican business operations , as guarantors (the “Guarantors” and, together with the Borrower, the “Loan Parties”), and JPMorgan Chase Bank, N.A., as administrative agent.

The Credit Agreement provides for a $50 million revolving credit facility with a maturity date of December 30, 2026. In addition, the Borrower has the ability from time to time to increase the revolving commitments or enter into one or more tranches of term loans up to an additional aggregate amount not to exceed $50 million, subject to receipt of lender commitments and certain conditions precedent. As of December 31, 2021 the Credit Agreement remains undrawn and there is no outstanding balance under the revolving credit facility.

Borrowings under the Credit Agreement are secured by certain collateral of the Loan Parties and are guaranteed by the Guarantors, each of whom will derive substantial benefit from the revolving credit facility. In specified circumstances, additional guarantors are required to be added. The Credit Agreement contains various restrictive covenants subject to certain exceptions, including limitations on the Borrower’s ability to incur indebtedness and certain liens, make certain investments, become liable under contingent obligations in certain circumstances, make certain restricted payments, make certain dispositions within guidelines and limits, engage in certain affiliate transactions, alter its fundamental business or make certain fundamental changes, and requirements to maintain financial covenants, including maintaining a leverage ratio of no greater than 3.00 to 1.00 and maintaining a fixed charge coverage ratio of not less than 1.15 to 1.00.

The leverage ratio also determines pricing under the Credit Agreement. At the Borrower’s option, borrowings under the revolving credit facility accrue interest at a rate equal to either LIBOR or a specified base rate plus an applicable margin. The applicable margin is linked to the leverage ratio. The margins range from 2.00% to 2.50% per annum for LIBOR loans and 1.00% to 1.50% per annum for base rate loans. The revolving credit facility is subject to a commitment fee payable on the unused revolving credit facility commitments ranging from 0.25% to 0.35%, depending on the Borrower’s leverage ratio. The Borrower is also required to pay certain fees to the administrative agent and letter of credit issuers under the revolving credit facility. During the term of the revolving credit facility, the Borrower may borrow, repay and

re-borrow

amounts available under the revolving credit facility, subject to voluntary reductions of the swing line, letter of credit and revolving credit commitments.

Convertible Senior Notes

On September 14, 2021, the Company issued an aggregate of $750 million in principal amount of its 1.25% Convertible Senior Notes due 2026 (the “Notes”). The Notes were issued pursuant to, and are governed by, an

indenture (the “Indenture”), dated as of September 14, 2021, between the Company and U.S. Bank National Association, as trustee. Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes were first issued, up to an additional $100 million principal amount of Notes. The Notes issued on September 14, 2021 include the $100 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.

The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The Notes accrue interest at a rate of 1.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. The Notes mature on October 1, 2026, unless earlier repurchased, redeemed or converted. Before April 1, 2026, noteholders have the right to convert their Notes only upon the occurrence of certain events. From and after April 1, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 31.4859 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $31.76 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes are redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after October 6, 2024, and on or before the 40

scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding notes unless at least $100.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain

de-listing

events with respect to the Company’s common stock.

The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a

30-day

cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to convert a Note upon the exercise of the conversion right with respect to such Note, subject to a three

business-day

cure period; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for money borrowed of at least $45,000,000; (vii) the rendering of certain judgments against the Company or any of its significant subsidiaries for the payment of at least $45,000,000, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished and (viii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 1.00% on the principal amount of the Notes.

The Notes were issued to the initial purchasers of such Notes in transactions not involving any public offering in reliance upon Section 4(a)(2) of the Securities Act. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act.

The total amount of debt issuance costs of $21.3 million was recorded as a reduction to “Convertible senior notes, net” in the Company’s Consolidated Balance Sheets and are being amortized as interest expense over the term of the Notes using the effective interest method. During the year ended December 31, 2021, the Company recognized $1.3 million in interest expense related to the amortization of the debt issuance costs related to the Notes. There was no such expense related to the Notes in the year ended December 31, 2020.

The following is a summary of the Company’s Notes as of December 31, 2021:


							Fair Value
(in thousands)	Principal Amount		Unamortized Issuance Costs		Net Carrying Value		Amount		Level
1.25% Convertible Notes due 2026	$	750,000	$	20,086	$	729,914	$	794,325		Level 2

The Notes are carried at face value less the unamortized debt issuance costs on the Company’s Consolidated Balance Sheets. As of December 31, 2021, the estimated fair value of the Notes was approximately $794 million. The estimated fair value of the Notes was determined based on the actual bid price of the Notes on December 31, 2021.

As of December 31, 2021, the remaining life of the Notes is approximately 4.8 years.

Capped Call Transactions

On September 9, 2021, in connection with the pricing of the offering of Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with Bank of Montreal, Credit Suisse Capital LLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the “Option Counterparties”). In addition, on September 10, 2021, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $47.94, which represents a premium of 100% over the last reported sale price of the Company’s common stock on September 9, 2021. The cost of the Capped Call Transactions was approximately $90.2 million.

The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and do not affect any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.

Business Combination

In 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. The related

write-off

of the deferred financing costs totaled $2.3 million and prepayment penalties totaled $2.0 million. Both are included in the Other expense (income), net on the Company’s Consolidated Statements of Comprehensive Loss. Deferred financing costs expense for the year ended December 31, 2021 amounted to $0.5 million for the existing debt prior to the Business Combination while the amortization of issuance costs for the Notes amounted to $1.3 million during 2021. Deferred financing costs expense for the years ended December 31, 2020 and December 31, 2019 amounted to $1.5 million and $1.4 million, respectively, and is included in Interest expense, net on the Company’s 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.

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 11 – Income Taxes

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”).

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 the Company’s Consolidated Financial Statements and related disclosures.

On 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 research and development 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, 2021 and 2020 of the Company’s Consolidated Financial Statements.

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 the Company’s Consolidated Financial Statements and related disclosures.

The following table presents domestic and foreign components of net income (loss) before income taxes as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021			2020
Domestic	$	(375,542	)	$	(40,135	)
Foreign		(1,808	)		1,652

Income (loss) before taxes	$	(377,350	)	$	(38,483	)

The federal, state and foreign components of the income tax expense (benefit) are summarized as follows:


	Year Ended December 31,
(in thousands)	2021			2020
Current:
Federal	$	(727	)	$	(5,760	)
State		513			79
Foreign		1,735			579

Total current income tax expense (benefit)		1,521			(5,102	)
Deferred:
Federal		(3,319	)		(2,690	)
State		(80	)		(1,499	)
Foreign		(364	)		(17	)

		(3,763	)		(4,206	)

Total income tax benefit	$	(2,242	)	$	(9,308	)

The effective tax rate of the provision for income tax differs from the federal statutory rate as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021					2020
Federal statutory income tax rate	$	(79,243	)	21.0	%	$	(8,081	)	21.0	%
State taxes, net of federal benefit		(1,041	)	0.3			(1,155	)	3.0
Change in fair value of warrants		58,236		(15.4	)		—		—
Change in fair value of earn-out shares		9,891		(2.6	)		—		—
Transaction Costs		3,312		(0.9	)		—		—
Foreign rate differential		475		(0.1	)		(6	)	—
R&D credit		(152	)	—			(79	)	0.2
State rate change, net of federal effect		—		—			(465	)	1.2
Change in valuation allowance		4,064		(1.1	)		409		(1.1	)
Other		2,216		(0.6	)		69		(0.2	)

Income tax benefit	$	(2,242	)	0.6	%	$	(9,308	)	24.1	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation

allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The components of the deferred tax assets are as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021			2020
Deferred income tax assets
State taxes	$	69		$	19
Accrued expenses		3,610			1,318
Inventories		1,905			2,421
Accounts receivable		639			499
Section 163(j) limitation		3,224			2,426
Net operating loss carryforwards		5,354			423
Stock-based compensation		1,883			—
Lease liabilities		4,104			—
Other		220			54

Total deferred income tax assets		21,008			7,160
Deferred income tax liabilities
Goodwill and intangibles		(7,922	)		(7,761	)
Prepaid expenses		(526	)		(166	)
Right-of-use Assets		(3,733	)		—
Property and equipment		(3,134	)		(2,541	)

Total deferred tax liabilities		(15,315	)		(10,468	)
Valuation allowance		(8,924	)		(409	)

Net deferred income tax liabilities	$	(3,231	)	$	(3,717	)

The Company’s net deferred tax liability as presented in the consolidated balance sheets consists of the following items as of the periods indicated:


(in thousands)	December 31, 2021			December 31, 2020
Deferred income tax assets	$	330		$	270
Deferred income tax liabilities		(3,561	)		(3,987	)

Net deferred income tax liability	$	(3,231	)	$	(3,717	)

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. The valuation allowance increased approximately $8.5 million in 2021 from 2020 primarily due to recognizing valuation allowances against deferred tax assets of certain state and foreign net operating loss carryforwards, state interest carryforwards, and deferred tax assets for credits.

If the Company were to release the valuation allowance upon management determining that it is more likely than not the deferred tax assets could be recognized, approximately $4.5 million of income tax benefit would be recorded to continuing operations and the remaining income tax benefit of $4.5 million would be recorded to equity.

At December 31, 2021, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $15.7 million, $24.2 million and $4.5 million, respectively. The state losses expire beginning in 2025 and the foreign losses beginning in 2031.

As of December 31, 2021 and December 31, 2020, the Company had recorded gross unrecognized tax benefits of approximately $0.2 million and $0.3 million, respectively. All of the unrecognized tax benefits as of December 31, 2021, if recognized, would not materially impact the effective tax rate. As of December 31, 2021, there were no unrecognized tax benefits that the Company expects would change significantly over the next twelve months. The Company recognizes interest expense and penalties associated with uncertain tax positions as a component of income tax expense. The Company has not recognized any interest or penalties because of losses.

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:


(in thousands)	December 31, 2021			December 31, 2020
Unrecognized tax benefits at beginning of period	$	270		$	—
Increases for tax positions in prior periods		—			235
Decreases for tax positions in prior periods		(59	)		—
Increases for tax positions in current period		—			35

Total unrecognized tax benefits	$	210		$	270

The Company is subject to taxation and files income tax returns in the United States federal jurisdiction and many state and foreign jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. The Company’s tax returns remain open for examination in the U.S for years 2018 through 2020. Our foreign subsidiaries are generally subject to examination three years following the year in which the tax obligation originated. The years subject to audit may be extended if the entity substantially understates corporate income tax.

APB 23 (codified as FASB ASC

740-10-25-3)

allows an exception to the general rule that a U.S. multinational company must accrue U.S. taxes on foreign earnings of its controlled

non-U.S.

subsidiaries. The Company will continue to indefinitely reinvest earnings from its foreign subsidiaries, which are not significant.

- 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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+ Details

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plan	Note 12 – Employee Benefit Plan The Company sponsors a defined contribution 401(k) and profit sharing plan that all regular employees are eligible to participate in after one month of service. The Plan is administered by a third-party administrator. Contributions to the plans were $1.4 million, $0.8 million and $0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Equity-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Equity-Based Compensation

Note 13 – Equity-Based Compensation

In December 2016, HydraFacial established its 2016 Equity Incentive Award Plan (the “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 2016 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 such Time Vesting Options or Performance Vesting Options as described in the grant agreements.

During May 2020, HydraFacial canceled 1,295 of the Time Vesting Options and 4,440 of the Performance Vesting 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 of options and performance units from the consummation of the Business Combination, the Company recognized $1.4 million in stock compensation expense.

The Beauty Health Company 2021 Incentive Award Plan (the “2021 Plan”) became effective upon the consummation of the Business Combination. Pursuant to the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other stock or cash based awards to eligible service providers. 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 is 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. The maximum number of shares that may be granted with respect to incentive stock options (“ISOs”) under the 2021 Plan is 7,500,000. At December 31, 2021, an aggregate 6.7 million shares of the Company’s Class A Common Stock were reserved for the issuance of awards under the 2021 Plan.

Employee Stock Purchase Plan

The Company maintains the Employee Stock Purchase Plan (the “ESPP”), which became effective upon the consummation of the Business Combination. The aggregate number of shares of the Company’s Class A Common Stock initially reserved for issuance pursuant to rights granted under the ESPP was 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 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.

Under the ESPP, eligible employees can have up to 10% of their earnings withheld, up to certain maximums, to be used to purchase shares of the Company’s Class A Common Stock at certain purchase dates. The price of the Company’s Class A Common Stock purchased under the ESPP for the offering periods is equal to 85% of the lesser of the fair market value of a share of Class A Common Stock of the Company on the beginning or the end of the offering period.

As of December 31, 2021, there were no shares of the Company’s Class A Common Stock that were purchased under the ESPP. The Company is currently going through its first offering period which ends May 19, 2022. The Company recognized an immaterial amount of compensation expense related to the ESPP for the year ended December 31, 2021.

Stock Options

The following table summarizes the Company’s stock option activity for the year ended December 31, 2021:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding - January 1, 2021		—		$	—
Granted		10,408,270			14.75
Forfeited		(3,623,250	)		13.13

Outstanding - December 31, 2021		6,785,020		$	15.64		9.45	$	59,482
Options vested and expected to vest - December 31, 2021		6,785,020		$	15.64		9.45	$	59,482

The weighted-average grant date fair value of the stock options granted during the year ended December 31, 2021 is $7.84. At December 31, 2021, aggregate unrecognized compensation cost for unvested stock options was $49.0 million recognized over a weighted average period of 3.48 years. The stock options granted generally vest over a 4 year period.

Restricted Stock Units (“RSUs”) and Performance-based restricted stock units (“PSUs”)

The Company reserves the right to grants RSUs to certain employees, executives and directors. The RSUs granted are eligible to vest over four years, subject to the recipient’s continued employment through each vesting date.

The PSUs awarded to our NEOs pursuant to the 2021 Plan may be earned over a four-year performance period based on each NEO’s continuation in service through the end of the performance period and the attainment of

pre-determined

goals related to the Company’s stock price. The actual number of shares of the Company’s Class A Common Stock to be issued, ranging from 0% to 100% of the number of PSUs granted, is to be determined based upon the performance of the Company’s Class A Common Stock and will be determined based on the greater of (i) the Company’s average stock price during the

90-day

period ending on the third anniversary of the vesting commencement date and (ii) the Company’s average stock price during the

90-day

period ending on the fourth anniversary of the vesting commencement date.

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		2021 Grants
Risk-free interest rate		0.50% - 0.65%
Expected volatility of the Company’s Class A Common Stock		55.0%

The following table summarizes the Company’s unvested equity award activity for the year ended December 31, 2021:


				Weighted Average Grant Date Fair Value
	RSUs			PSUs			RSUs		PSUs
Outstanding - January 1, 2021		—			—		$	—	$	—
Granted		439,488			1,350,000			25.91		9.92
Vested		(30,963	)		—			26.16		—
Forfeited		(27,750	)		(375,000	)		26.16		6.10

Outstanding - December 31, 2021		380,775			975,000			25.88		11.39

The fair value of equity awards that vested, determined based on their respective fair values at vesting date, was $0.7 million in 2021. All of the outstanding equity awards are expected to vest.

At December 31, 2021, the aggregate unrecognized compensation cost for unvested RSUs and PSUs was $8.5 million and $9.9 million, respectively, recognized over a weighted average period of 3.25 years and 3.60 years, respectively.

Stock-based Compensation Expense

Compensation expense attributable to net stock-based compensation was $12.4 million, $0.4 million and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively and recorded in the Consolidated Statements of Comprehensive Loss as follows:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Cost of sales		405		67		37
Selling and marketing		3,547		58		—
Research and development		195		—		53
General and administrative		8,271		238		13

Stock-based compensation expense	$	12,418	$	363	$	103

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14 – Commitments and Contingencies From time to time the Company may be involved in claims, legal actions and governmental proceedings that arise from its business operations. As of December 31, 2021 and 2020, the Company was not a party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, that it believes would have a material adverse effect on its business, financial condition or results of operations.

Concentrations	12 Months Ended
Concentrations	Dec. 31, 2021
Risks and Uncertainties [Abstract]
Concentrations	Note 15 – Concentrations As of December 31, 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 years ended December 31, 2021 and December 31, 2020.

Related-Party Transactions

12 Months Ended

Dec. 31, 2021

Related-Party Transactions

Note 16 – 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 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 SEC 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 initial public offering, 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 of the Business Combination 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 entered into that certain Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, LCP has 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 investors of DW Healthcare Partners IV (B), L.P. (“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 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, on May 4, 2021, the Company, its subsidiary, Edge Systems LLC, and Linden Capital III LLC, the general partner of Linden Manager III LP (the “Linden Manager”) entered into an Amended and Restated Management Services Agreement (the “Linden 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 for one year following the Business Combination. 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 “1% Fee”). The Company has also agreed to reimburse Linden Manager for certain expenses in connection with such advisory services. However, pursuant to the Linden Management Services Agreement, the Company’s obligation to pay the 1% Fee expires twelve months after the consummation of the Business Combination.

HydraFacial recorded approximately $0.2 million, $1.8 million and $1.8 million of charges related to management services fees for the year ended December 31, 2021, 2020 and 2019, respectively. These amounts are included in General and administrative expenses on the Company’s Consolidated Statements of Comprehensive Loss. There were no amounts due to these related parties at December 31, 2021, 2020 and 2019. 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 Company’s 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 Company’s 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. 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. In connection with the consummation of the Business Combination, all outstanding debt was paid. As of December 31, 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 (the “Term A Loan”). In connection with the consummation of the Business Combination, all outstanding debt was paid. As of December 31, 2021, there was no amount due to a related parties in connection with the Term A Loan and related PIK Interest.

Related Party Leases

Signal Hill Office

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 $0.4 million, $0.3 million and $0.5 million for the year ended December 31, 2021, 2020 and 2019, respectively.

Miami Beach Office

The Company maintains an office in Miami Beach, Florida, whereby the Company, on a monthly basis, reimburses an entity owned by the Company’s Executive Chairman that makes such office available to the Company for its employees and affiliates.

Sales to Related Parties

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


	Year Ended December 31,
(in thousands)	2021		2020		2019
Sales to related party	$	551	$	337	$	351


(in thousands)	December 31, 2021		December 31, 2020
Accounts receivable due from related party	$	394	$	250

Stockholders' Deficit	12 Months Ended
Stockholders' Deficit	Dec. 31, 2021
Equity [Abstract]
Stockholders' Deficit	Note 17 - Stockholders’ Deficit Common Stock The Company is authorized to issue 320,000,000 shares of Class A Common Stock, par value of $0.0001 per share. Holders of Class A Common Stock are entitled to one vote for each share. As of December 31, 2021, 2020 and 2019, there were 150,598,047, 35,501,743 and 32,136,203, 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 Class A Common Stock. In connection with the Business Combination on 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 December 31, 2021, 2020 and 2019, 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

Segment Reporting

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Reporting

Note 18 - 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:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Americas	$	169,426	$	81,453	$	122,396
Asia-Pacific		43,701		14,464		15,802
Europe, the Middle East and Africa		46,959		23,175		28,425

Total net sales	$	260,086	$	119,092	$	166,623

As of December 31, 2021 and 2020 substantially all of the Company’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.

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+ Details

Net Loss Attributable to Common Shareholders

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Attributable to Common Shareholders

Note 19 – 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 loss (“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. The Conversion Option in the Notes may be settled by Physical Settlement, Cash Settlement or Combination Settlement at the Company’s option. Pursuant to ASC

260-10-45-40

(as amended by ASU

2020-06),

the

if-converted

method generally must be used to determine the effect a convertible instrument has on diluted EPS unless the

two-class

method would be more dilutive. Because the Company has net losses for all periods presented, the impact of the Conversion Option would be anti-dilutive and, as a result, has not had an impact on the Diluted EPS calculation.

Diluted EPS for the years ended December 31, 2021, 2020 and 2019, exclude the dilutive effect of stock option shares because their inclusion would be anti-dilutive for all periods.

The following table sets forth the calculation of both basic and diluted net loss per share as follows for the periods indicated:


	Year Ended December 31,
(in thousands, except share and per share amounts)	2021			2020			2019
Basic and diluted loss per share:
Net loss	$	(375,108	)	$	(29,175	)	$	(1,638	)
Shares used in computation:
Weighted average common shares outstanding		102,114,949			34,293,271			32,136,203

Basic and diluted loss per share:	$	(3.67	)	$	(0.85	)	$	(0.05	)

The following shares have been excluded from the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive:


	December 31, 2021		December 31, 2020		December 31, 2019
Stock Options		6,785,020		542		1,509
RSUs and PSUs		1,355,775		—		—
Private warrants		6,970,000		—		—
Convertible Note Securities		23,614,425		—		—

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 20 – Subsequent Events Other than as disclosed elsewhere, no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation and consolidation

•

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

•

Consolidation

Use of estimates and assumptions in preparing consolidated financial statements

earn-out

Cash and Cash Equivalents

Accounts Receivable

Inventories

Inventories are stated at the lower of cost (determined by the

first-in,

first-out

non-refundable

taxes, duty, and other landing costs.

Business Combinations

Goodwill

non-cash

impairment charge. Such charge could have a material effect on the consolidated financial statements.

Intangible Assets

Property and Equipment

Impairment Long-Lived Assets

Impairment of long-lived Assets

Leased Property and Equipment

Prior to the adoption of ASU

No. 2016-02,

Company in this

non-lease

right-of-

right-of-use

Convertible Senior Notes and Issuance Costs

Convertible Senior Notes

On September 14, 2021, the Company issued an aggregate of $750 million in principal amount of its 1.25%

470-20

Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity

(“ASU

2020-06”),

Issuance Costs

Capped Call Transactions

qualify as equity under the accounting guidance on indexation and equity classification, and recognized the contract by recording an entry to “Additional

paid-in

Derivatives and Hedging

(“ASC 815”), but are not required to be accounted for as a derivative as they meet the scope exception outlined in ASC 815. The capped call options are recorded in APIC and not remeasured.

Warrant Liabilities

fixed-for-fixed

exception in ASC 815,

Derivatives and Hedging

815-40.

Earn-out Shares Liability

Earn-out

Shares Liability

“Earn-out

Earn-out

Shares were earned and subsequently issued on July 15, 2021.

The Company accounted for the

Earn-out

Shares liability as contingent consideration and 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

Revenue Recognition

Effective January 1, 2019, HydraFacial adopted ASU

No. 2014-09,

Revenue from Contracts with Customers (Topic 606) (“ASU

2014-09”),

In accordance with ASU

2014-09,

management determines the amount of revenue to be recognized through application of the following steps:

•

Identify the customer contract;

•

Identify the performance obligations in the contract;

•

Determine the transaction price;

•

Allocate the transaction price to the performance obligations in the contract; and

•

Recognize revenue as the performance obligations are satisfied.

Net sales consists of the sale of products to retail and wholesale customers through

e-commerce

The Company distributes products to customers both through national and international retailers as well as

direct-to-

consumers through its

e-commerce

and store channels. The Company sells to direct customers, including

non-corporate

customers (such as spas and dermatologist offices), corporate customers, and international distributors. For

non-corporate

Cost of Sales

Selling and Marketing Expense and General and Administrative Expense

Selling and Marketing Expense

General and Administrative Expense

e-commerce,

Research and Development Costs

Other Expense

Income Taxes

tax-planning

The Company would record uncertain tax positions in accordance with ASC 740 on the basis of a

two-step

more-likely-than-not

Foreign Currency

Concentration of Credit Risk

Stock-based Compensation

Stock-based compensation is accounted for under FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). The Company accounts for all stock-based compensation transactions using a fair-

Earnings per Share

Fair Value of Financial Instruments

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Fair Value Measurement

, approximates the carrying amounts represented in the Company’s Consolidated Balance Sheets, primarily due to their short-term nature.

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2018-15,

Intangibles-Goodwill and

Other-Internal-Use

Software (Subtopic

350-40):

Customer’s

Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU

2018-15),

which requires implementation costs incurred by customers in cloud computing arrangements (i.e. hosting arrangements) to be capitalized under the same premises of authoritative guidance for

internal-use

software, and deferred over the

non-cancellable

2018-15

is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU

2018-15

on January 1, 2021 and the guidance did not have a material impact on its Consolidated Financial Statements.

In December 2019, FASB issued ASU

No. 2019-12,

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

(“ASU

2019-12”).

The amendments in ASU

2019-12

on January 1, 2021, as the Company no longer qualifies as an emerging growth company. The adoption did not have a material impact on its Consolidated Financial Statements.

In August 2020, the FASB issued ASU

No. 2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40)

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU

2020-06”).

if-converted

2020-06

2020-06,

the Company recorded the issuance of the Notes at their face value net of issuance costs in long-term liabilities and the value of the capped call options in APIC.

In February 2016, the FASB issued ASU

2016-02,

2018-10,

Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU

2016-02.

Furthermore, in July 2018, the FASB issued ASU

2018-11,

non-lease

Right-of-Use

(ROU)

See Note 6, Leases, for further discussion of the adoption of ASC 842 and related disclosures.

Business Combinations (Tables)

12 Months Ended

Dec. 31, 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	)
Less: Cash paid out from net working capital adjustment related to acquisitions		(902	)

Net Cash Received from Business Combination	$	357,634

The number of shares of Class A Common Stock issued 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
Founder shares (Vesper Class B Common Stock)		11,500,000
PIPE Shares		35,000,000

Business Combination and PIPE shares		89,827,310
Legacy HydraFacial shares (1)		35,501,743
Working capital adjustment Class A Common Stock issued		70,860

Total Shares of Class A Common Stock after Business Combination		125,399,913

(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.

Summary of assets acquired at fair value


(in thousands)	HTL			Wigmore (2)			Ecomedic			Sidermica
Consideration paid:
Cash, net of cash acquired	$	4,920		$	1,757		$	11,338		$	4,881
Class A Common Stock issued (1)		1,557			456			6,513			815
Contingent consideration		—			783			—			—
Trade receivables due from seller		1,027			2,336			1,679			1,581
Notes payable to seller		—			—			2,153			—

	$	7,504		$	5,332		$	21,683		$	7,277

Identifiable assets acquired and liabilities assumed
Accounts receivable	$	1,110		$	2,079		$	15		$	1,657
Non-compete agreement		100			60			588			100
Customer relationships		2,696			2,276			5,487			2,700
Inventory and other assets		354			341			1,262			454
Accounts payable		(45	)		(456	)		(772	)		—
Deferred tax liabilities, net		(675	)		(842	)		(1,834	)		—
Accrued and other liabilities		(802	)		(317	)		(340	)		—

Total identifiable net assets		2,738			3,141			4,406			4,911

Goodwill	$	4,766		$	2,191		$	17,277		$	2,366

(1)	Class A Common Stock issued as consideration for the acquisitions was 110,726, 28,157, 401,021 and 50,195 shares for HTL, Wigmore, Ecomedic and Sidermica, respectively.

(2)	During the fourth quarter of 2021, adjustments were made to the Wigmore valuation pertaining to contingent consideration and intangible assets. Goodwill was adjusted due to an increase of $0.3 million in contingent consideration and a decrease of $1.0 million in intangible assets.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 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:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Net Sales
Delivery Systems	$	139,464	$	53,372	$	81,467
Consumables		120,622		65,720		85,156

Total net sales	$	260,086	$	119,092	$	166,623

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of inventory

Inventories consist of the following as of the periods indicated:


(in thousands)	December 31, 2021		December 31, 2020
Raw materials	$	12,024	$	9,335
Finished goods		23,237		13,867

Total inventories	$	35,261	$	23,202

Schedule of accrued payroll-related expenses

Accrued payroll-related expenses consist of the following as of the periods indicated:


(in thousands)	December 31, 2021		December 31, 2020
Accrued compensation	$	15,262	$	3,535
Accrued payroll taxes		922		1,388
Accrued benefits		3,022		1,132
Accrued sales commissions		9,456		3,420

Total accrued payroll-related expenses	$	28,662	$	9,475

Schedule of accrued expenses

Other accrued expenses consist of the following as of the periods indicated:


(in thousands)	December 31, 2021		December 31, 2020
Sales and VAT tax payables	$	5,817	$	1,538
Accrued interest		2,786		—
Contingent consideration		783
Note payable due seller (Note 3)		2,153		—
Royalty liabilities		1,074		—
Other		2,109		920

Total other accrued expenses	$	14,722	$	2,458

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of ROU assets and liabilities

Operating ROU assets and liabilities as of December 31, 2021 comprises the following:


(in thousands) Assets	Balance Sheet Classification	December 31, 2021
Operating lease assets	Right-of-use assets, net	$	14,992
Liabilities
Operating	Lease liabilities, current	$	3,712
Operating	Lease liabilities, non-current	$	12,781

Total lease liabilities		$	16,493

Schedule of Lease Cost and Supplemental Lease Information


(in thousands)	Statement of Operations Classification	December 31, 2021
Operating lease cost
Operating lease cost	Cost of sales	$	811
Operating lease cost	Selling, General and administrative		2,535

			3,346
Short-term lease cost
Short-term lease cost	Selling, General and administrative		879

			879
Variable lease cost
Variable lease cost	Cost of sales		236
Variable lease cost	Selling, General and administrative		270

			506

Total operating lease cost		$	4,731

The following table includes supplemental lease information:


Supplemental Cash Flow Information (dollars in thousands)	Total
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	3,041

Total	$	3,041

Lease liabilities arising from new ROU assets
Operating leases	$	5,707
Weighted average remaining lease term (in years)
Operating leases		6.3
Weighted average discount rate
Operating leases		2.75	%

Schedule of Lease Liability Maturity, Operating

The following table summarizes future lease payments as of December 31, 2021:


(in thousands)	Operating Leases
2022	$	4,117
2023		4,023
2024		3,294
2025		981
2026		885
Thereafter		4,795

Total		18,095
Less: Imputed Interest		(1,602	)

Present value of net lease payments	$	16,493

Schedule of Future Minimum Rental Payments, Operating Leases

Prior to the adoption of ASC 842, the future minimum operating lease commitments as of December 31, 2020 under ASC 840 is below. Prior year rent expense under ASC 840 was $3.7 million.


(in thousands)	Operating Lease
2021	$	2,617
2022		2,432
2023		2,114
2024		2,048
2025		669

Total	$	9,880

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

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


	Fair Value Measurements on a Recurring Basis
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	861,943	$	—	$	—	$	861,943
Liabilities
Contingent consideration	$	—	$	—	$	783	$	783
Warrant liability — Private Placement Warrants		—		—		93,816		93,816

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 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)	December 31, 2021			December 31, 2020
Furniture and fixtures	2-7	$	4,074		$	3,265
Computers and equipment	3-5		4,010			3,057
Machinery and equipment	2-5		3,669			445
Autos and trucks	5		1,163			413
Tooling	5		1,389			1,150
Leasehold improvements	Shorter of remaining lease term or estimated useful life		5,086			4,097

Total property and equipment			19,391			12,427

Less: accumulated depreciation and amortization			(8,561	)		(4,407	)
Construction in progress			5,353			1,171

Property and equipment, net		$	16,183		$	9,191

Depreciation expense was as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Cost of sales	$	1,313	$	1,161	$	646
General and administrative		1,625		1,391		729
Selling and marketing		1,548		—		—

Total depreciation expense	$	4,486	$	2,552	$	1,375

Goodwill and Intangible Assets, net (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2021 were as follows:


(in thousands)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Estimated Useful Life (Years)
Trademarks	$	10,048	$	(3,442	)	$	6,606	15
Non-compete agreement		809		(139	)		670	3
Customer relationships		18,625		(4,391	)		14,234	5-10
Developed technology		70,900		(45,051	)		25,849	8
Patents		2,050		(295	)		1,755	3-19
Capitalized software		9,867		(2,971	)		6,896	3-5

Total intangible assets	$	112,299	$	(56,289	)	$	56,010

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 intangible assets amortization expense

Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $13.3 million, $11.8 million and $12.4 million, respectively.


	Year Ended December 31,
(in thousands)	2021		2020		2019
Cost of sales	$	9,000	$	9,465	$	10,678
Selling and marketing		1,820		—		—
General and administrative		2,477		2,384		1,685

Total amortization expense	$	13,297	$	11,849	$	12,363

Schedule of goodwill

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


	Year Ended December 31,
(in thousands)	2021			2020		2019
Beginning balance	$	98,531		$	98,520	$	98,147
Business acquisitions		26,600			—		347
Foreign currency translation impact		(1,437	)		11		26

Ending balance	$	123,694		$	98,531	$	98,520

Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of long-term debt

The following is a summary of the Company’s Notes as of December 31, 2021:


							Fair Value
(in thousands)	Principal Amount		Unamortized Issuance Costs		Net Carrying Value		Amount		Level
1.25% Convertible Notes due 2026	$	750,000	$	20,086	$	729,914	$	794,325		Level 2

- Definition

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

+ References

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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of income before income tax, domestic and foreign

The following table presents domestic and foreign components of net income (loss) before income taxes as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021			2020
Domestic	$	(375,542	)	$	(40,135	)
Foreign		(1,808	)		1,652

Income (loss) before taxes	$	(377,350	)	$	(38,483	)

Schedule of components of income tax expense (benefit)

The federal, state and foreign components of the income tax expense (benefit) are summarized as follows:


	Year Ended December 31,
(in thousands)	2021			2020
Current:
Federal	$	(727	)	$	(5,760	)
State		513			79
Foreign		1,735			579

Total current income tax expense (benefit)		1,521			(5,102	)
Deferred:
Federal		(3,319	)		(2,690	)
State		(80	)		(1,499	)
Foreign		(364	)		(17	)

		(3,763	)		(4,206	)

Total income tax benefit	$	(2,242	)	$	(9,308	)

Schedule of effective income tax rate reconciliation

The effective tax rate of the provision for income tax differs from the federal statutory rate as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021					2020
Federal statutory income tax rate	$	(79,243	)	21.0	%	$	(8,081	)	21.0	%
State taxes, net of federal benefit		(1,041	)	0.3			(1,155	)	3.0
Change in fair value of warrants		58,236		(15.4	)		—		—
Change in fair value of earn-out shares		9,891		(2.6	)		—		—
Transaction Costs		3,312		(0.9	)		—		—
Foreign rate differential		475		(0.1	)		(6	)	—
R&D credit		(152	)	—			(79	)	0.2
State rate change, net of federal effect		—		—			(465	)	1.2
Change in valuation allowance		4,064		(1.1	)		409		(1.1	)
Other		2,216		(0.6	)		69		(0.2	)

Income tax benefit	$	(2,242	)	0.6	%	$	(9,308	)	24.1	%

Schedule of deferred tax assets and liabilities

The components of the deferred tax assets are as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021			2020
Deferred income tax assets
State taxes	$	69		$	19
Accrued expenses		3,610			1,318
Inventories		1,905			2,421
Accounts receivable		639			499
Section 163(j) limitation		3,224			2,426
Net operating loss carryforwards		5,354			423
Stock-based compensation		1,883			—
Lease liabilities		4,104			—
Other		220			54

Total deferred income tax assets		21,008			7,160
Deferred income tax liabilities
Goodwill and intangibles		(7,922	)		(7,761	)
Prepaid expenses		(526	)		(166	)
Right-of-use Assets		(3,733	)		—
Property and equipment		(3,134	)		(2,541	)

Total deferred tax liabilities		(15,315	)		(10,468	)
Valuation allowance		(8,924	)		(409	)

Net deferred income tax liabilities	$	(3,231	)	$	(3,717	)

The Company’s net deferred tax liability as presented in the consolidated balance sheets consists of the following items as of the periods indicated:


(in thousands)	December 31, 2021			December 31, 2020
Deferred income tax assets	$	330		$	270
Deferred income tax liabilities		(3,561	)		(3,987	)

Net deferred income tax liability	$	(3,231	)	$	(3,717	)

Summary of Income Tax Contingencies

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:


(in thousands)	December 31, 2021			December 31, 2020
Unrecognized tax benefits at beginning of period	$	270		$	—
Increases for tax positions in prior periods		—			235
Decreases for tax positions in prior periods		(59	)		—
Increases for tax positions in current period		—			35

Total unrecognized tax benefits	$	210		$	270

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of stock option activity

The following table summarizes the Company’s stock option activity for the year ended December 31, 2021:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding - January 1, 2021		—		$	—
Granted		10,408,270			14.75
Forfeited		(3,623,250	)		13.13

Outstanding - December 31, 2021		6,785,020		$	15.64		9.45	$	59,482
Options vested and expected to vest - December 31, 2021		6,785,020		$	15.64		9.45	$	59,482

Summary of valuation assumptions


Input		2021 Grants
Risk-free interest rate		0.50% - 0.65%
Expected volatility of the Company’s Class A Common Stock		55.0%

Schedule of unvested share activity

The following table summarizes the Company’s unvested equity award activity for the year ended December 31, 2021:


				Weighted Average Grant Date Fair Value
	RSUs			PSUs			RSUs		PSUs
Outstanding - January 1, 2021		—			—		$	—	$	—
Granted		439,488			1,350,000			25.91		9.92
Vested		(30,963	)		—			26.16		—
Forfeited		(27,750	)		(375,000	)		26.16		6.10

Outstanding - December 31, 2021		380,775			975,000			25.88		11.39

Summary of share based compensation


	Year Ended December 31,
(in thousands)	2021		2020		2019
Cost of sales		405		67		37
Selling and marketing		3,547		58		—
Research and development		195		—		53
General and administrative		8,271		238		13

Stock-based compensation expense	$	12,418	$	363	$	103

Related-Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of related party transactions


	Year Ended December 31,
(in thousands)	2021		2020		2019
Sales to related party	$	551	$	337	$	351


(in thousands)	December 31, 2021		December 31, 2020
Accounts receivable due from related party	$	394	$	250

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Summary of net sales by geographic region

Net sales by geographic region were as follows for the periods indicated:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Americas	$	169,426	$	81,453	$	122,396
Asia-Pacific		43,701		14,464		15,802
Europe, the Middle East and Africa		46,959		23,175		28,425

Total net sales	$	260,086	$	119,092	$	166,623

Net Loss Attributable to Common Shareholders (Tables)

12 Months Ended

Dec. 31, 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:


	Year Ended December 31,
(in thousands, except share and per share amounts)	2021			2020			2019
Basic and diluted loss per share:
Net loss	$	(375,108	)	$	(29,175	)	$	(1,638	)
Shares used in computation:
Weighted average common shares outstanding		102,114,949			34,293,271			32,136,203

Basic and diluted loss per share:	$	(3.67	)	$	(0.85	)	$	(0.05	)

Schedule of antidilutive securities excluded from earnings per share computation

The following shares have been excluded from the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive:


	December 31, 2021		December 31, 2020		December 31, 2019
Stock Options		6,785,020		542		1,509
RSUs and PSUs		1,355,775		—		—
Private warrants		6,970,000		—		—
Convertible Note Securities		23,614,425		—		—

Description of Business (Details) - $ / shares	Dec. 31, 2021	May 04, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
HydraFacial
Business Acquisition [Line Items]
Reverse recapitalization, ownership percentage		100.00%
Hydrate Merger Sub I, Inc.
Business Acquisition [Line Items]
Reverse recapitalization, ownership percentage		100.00%
Hydrate Merger Sub II, LLC
Business Acquisition [Line Items]
Reverse recapitalization, ownership percentage		100.00%

Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Jul. 15, 2021 shares	May 04, 2021 shares	Jul. 31, 2021 Business	Dec. 31, 2021 USD ($) REPORTINGUNIT	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2021 shares	Dec. 31, 2021	Nov. 03, 2021 $ / shares	Sep. 14, 2021 USD ($)	Jan. 01, 2021 USD ($)	Oct. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Recapitalization exchange ratio (in shares)		653.109
Number of reporting units \| REPORTINGUNIT				1
Earn-out consideration (in shares) \| shares		7,500,000
Number of acquisitions \| Business			4
Reverse recapitalization transaction, net (in shares) \| shares	7,500,000	89,827,310
Advertising expense				$ 3,200	$ 3,300	$ 4,700
Right-of-use assets, net				14,992	$ 0
Operating lease liability				16,493
ASU 2016-02 \| Adjustment
Class of Warrant or Right [Line Items]
Right-of-use assets, net											$ 12,300
Operating lease liability											13,500
Decrease to deferred rent											$ 1,200
Level 3 \| Minimum \| Valuation, Monte Carlo Simulation [Member] \| Exercise price
Class of Warrant or Right [Line Items]
Warrant, measurement input							10.00	10.00
Level 3 \| Maximum \| Valuation, Monte Carlo Simulation [Member] \| Exercise price
Class of Warrant or Right [Line Items]
Warrant, measurement input							18.00	18.00
Convertible debt \| 1.25% Convertible Senior Notes Due 2026
Class of Warrant or Right [Line Items]
Face amount										$ 750,000
Stated interest rate								1.25%		1.25%
Convertible debt \| 1.25% Convertible Senior Notes Due 2026 \| Level 2
Class of Warrant or Right [Line Items]
Fair value of debt				$ 794,325
Public warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares							0					15,333,333
Warrants, exercise price (in dollars per share) \| $ / shares									$ 11.50
Private placement warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares							7,000,000					9,333,333
Warrants, exercise price (in dollars per share) \| $ / shares												$ 11.50

Business Combinations - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	May 04, 2021 USD ($) $ / shares shares	May 03, 2021 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 30, 2021 shares	Jul. 01, 2021 USD ($)	Dec. 31, 2019 shares
Business Acquisition [Line Items]
Consideration received on transaction	$ 350,000
Common stock, conversion ratio		1
Stock redeemed, value				$ 154
Common stock, shares issued (in shares) \| shares			150,598,047	35,501,743			32,136,203
Common stock, shares outstanding (in shares) \| shares	125,399,913	54,358	150,598,047	35,501,743	150,598,047		32,136,203
Gross consideration received	$ 783,000
Cash acquired from trust account	433,000		$ 433,382
Cash consideration paid to stockholders	368,000		367,870
Payment of transaction costs	$ 57,000		56,976
Legacy HydraFacial shares (in shares) \| shares	35,501,743
Cash paid out for WC Adjustment			$ 902
Working capital adjustment Class A Common Stock issued (in shares) \| shares	70,860
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
Stock redeemed (in shares) \| shares	2,672,690
Stock redeemed, price (in dollars per share) \| $ / shares	$ 10.00
Stock redeemed, value	$ 26,700
Common stock, shares issued (in shares) \| shares	125,329,053
Common stock, shares outstanding (in shares) \| shares	125,329,053
Legacy HydraFacial shares (in 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
HTL, Wigmore, Ecomedic and Sidermica acquisitions
Business Acquisition [Line Items]
Transaction costs						$ 800
HTL, Wigmore, Ecomedic and Sidermica acquisitions \| Customer relationships
Business Acquisition [Line Items]
Weighted average amortization period			5 years
HTL, Wigmore, Ecomedic and Sidermica acquisitions \| Non-compete agreement
Business Acquisition [Line Items]
Weighted average amortization period			3 years

Business Combinations - Schedule of reverse recapitalization consideration (Details) - USD ($) $ in Thousands		12 Months Ended
	May 04, 2021	Dec. 31, 2021
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)
Less: Cash paid out from net working capital adjustment related to acquisitions		(902)
Net Cash Received from Business Combination		$ 357,634

Business Combinations - Schedule of reverse recapitalization shares issued (Details)	Jul. 15, 2021 shares	May 04, 2021 shares	May 03, 2021 shares	Dec. 31, 2021 shares	Dec. 30, 2021 shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		125,399,913	54,358	150,598,047	150,598,047	35,501,743	32,136,203
PIPE Shares		35,000,000
Business Combination and PIPE shares	7,500,000	89,827,310
Legacy HydraFacial shares (in shares)		35,501,743
Working capital adjustment Class A Common Stock issued (in shares)		70,860
Recapitalization exchange ratio (in shares)		653.109
Common shareholders
Reverse Recapitalization [Line Items]
Business combination shares (in shares)		43,327,310
Vesper Founders
Reverse Recapitalization [Line Items]
Business combination shares (in shares)		11,500,000
Vesper
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)			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

3 Months Ended

12 Months Ended

Jul. 01, 2021

Jun. 04, 2021

Dec. 31, 2021

Dec. 31, 2019

Dec. 31, 2020

Dec. 31, 2018

Consideration paid:

Cash, net of cash acquired

$ 22,896

$ 2,058

Identifiable assets acquired and liabilities assumed

Goodwill

$ 123,694

123,694

$ 98,520

$ 98,531

$ 98,147

Contingent consideration

$ 783

HTL

Consideration paid:

Cash, net of cash acquired

$ 4,920

Class A Common Stock issued

^[1]

1,557

Contingent consideration

Trade receivables due from seller

1,027

Notes payable to seller

Total consideration

7,504

Identifiable assets acquired and liabilities assumed

Accounts receivable

1,110

Inventory and other assets

354

Accounts payable

(45)

Deferred tax liabilities, net

(675)

Accrued and other liabilities

(802)

Total identifiable net assets

2,738

Goodwill

$ 4,766

Equity consideration (in shares)

110,726

HTL | Customer relationships

Identifiable assets acquired and liabilities assumed

Intangible assets

$ 2,696

HTL | Non-compete agreement

Identifiable assets acquired and liabilities assumed

Intangible assets

$ 100

Wigmore

Consideration paid:

Cash, net of cash acquired

^[2]

$ 1,757

Class A Common Stock issued

^[1],[2]

456

Contingent consideration

^[2]

783

Trade receivables due from seller

^[2]

2,336

Notes payable to seller

^[2]

Total consideration

^[2]

5,332

Identifiable assets acquired and liabilities assumed

Accounts receivable

^[2]

2,079

Inventory and other assets

^[2]

341

Accounts payable

^[2]

(456)

Deferred tax liabilities, net

^[2]

(842)

Accrued and other liabilities

^[2]

(317)

Total identifiable net assets

^[2]

3,141

Goodwill

^[2]

$ 2,191

Equity consideration (in shares)

28,157

Contingent consideration

300

Decrease to intangible assets

$ 1,000

Wigmore | Customer relationships

Identifiable assets acquired and liabilities assumed

Intangible assets

^[2]

$ 2,276

Wigmore | Non-compete agreement

Identifiable assets acquired and liabilities assumed

Intangible assets

^[2]

Ecomedic

Consideration paid:

Cash, net of cash acquired

11,338

Class A Common Stock issued

^[1]

6,513

Contingent consideration

Trade receivables due from seller

1,679

Notes payable to seller

2,153

Total consideration

21,683

Identifiable assets acquired and liabilities assumed

Accounts receivable

Inventory and other assets

1,262

Accounts payable

(772)

Deferred tax liabilities, net

(1,834)

Accrued and other liabilities

(340)

Total identifiable net assets

4,406

Goodwill

$ 17,277

Equity consideration (in shares)

401,021

Ecomedic | Customer relationships

Identifiable assets acquired and liabilities assumed

Intangible assets

$ 5,487

Ecomedic | Non-compete agreement

Identifiable assets acquired and liabilities assumed

Intangible assets

588

Sidermica

Consideration paid:

Cash, net of cash acquired

4,881

Class A Common Stock issued

^[1]

815

Contingent consideration

Trade receivables due from seller

1,581

Notes payable to seller

Total consideration

7,277

Identifiable assets acquired and liabilities assumed

Accounts receivable

1,657

Inventory and other assets

454

Accounts payable

Deferred tax liabilities, net

Accrued and other liabilities

Total identifiable net assets

4,911

Goodwill

$ 2,366

Equity consideration (in shares)

50,195

Sidermica | Customer relationships

Identifiable assets acquired and liabilities assumed

Intangible assets

$ 2,700

Sidermica | Non-compete agreement

Identifiable assets acquired and liabilities assumed

Intangible assets

$ 100

[1]	Class A Common Stock issued as consideration for the acquisitions was 110,726, 28,157, 401,021 and 50,195 shares for HTL, Wigmore, Ecomedic and Sidermica, respectively.
[2]	During the fourth quarter of 2021, adjustments were made to the Wigmore valuation pertaining to contingent consideration and intangible assets. Goodwill was adjusted due to an increase of $0.3 million in contingent consideration and a decrease of $1.0 million in intangible assets.

Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Net sales	$ 260,086	$ 119,092	$ 166,623
Delivery Systems
Disaggregation of Revenue [Line Items]
Net sales	139,464	53,372	81,467
Consumables
Disaggregation of Revenue [Line Items]
Net sales	$ 120,622	$ 65,720	$ 85,156

- 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

Balance Sheet Components - Schedule of inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 12,024	$ 9,335
Finished goods	23,237	13,867
Total inventories	$ 35,261	$ 23,202

Balance Sheet Components - Schedule of accrued payroll-related expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Accrued compensation	$ 15,262	$ 3,535
Accrued payroll taxes	922	1,388
Accrued benefits	3,022	1,132
Accrued sales commissions	9,456	3,420
Total accrued payroll-related expenses	$ 28,662	$ 9,475

Balance Sheet Components - Schedule of accrued expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Sales and VAT tax payables	$ 5,817	$ 1,538
Accrued interest	2,786	0
Contingent consideration	783
Note payable due seller	2,153	0
Royalty liabilities	1,074	0
Other	2,109	920
Other accrued expenses	$ 14,722	$ 2,458

Leases - Schedule of ROU assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets
Operating lease assets	$ 14,992	$ 0
Liabilities
Lease liabilities, current	3,712	0
Lease liabilities, non-current	12,781	$ 0
Total lease liabilities	$ 16,493

Leases - Schedule of Lease Cost (Details) $ in Thousands	12 Months Ended
Leases - Schedule of Lease Cost (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease cost	$ 3,346
Short-term lease cost	879
Variable lease cost	506
Total operating lease cost	4,731
Cost of sales
Lessee, Lease, Description [Line Items]
Operating lease cost	811
Variable lease cost	236
Selling, General and administrative
Lessee, Lease, Description [Line Items]
Operating lease cost	2,535
Short-term lease cost	879
Variable lease cost	$ 270

Leases - Schedule of Lease Liability Maturity (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating Leases
2022	$ 4,117
2023	4,023
2024	3,294
2025	981
2026	885
Thereafter	4,795
Total	18,095
Less: Imputed Interest	(1,602)
Present value of net lease payments	$ 16,493

Leases - Narrative (Details) $ in Millions	12 Months Ended
Leases - Narrative (Details) $ in Millions	Dec. 31, 2020 USD ($)
Leases [Abstract]
Lease expense	$ 3.7

Leases - Schedule of Future Minimum Rental Payments (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Operating Lease
2021	$ 2,617
2022	2,432
2023	2,114
2024	2,048
2025	669
Total	$ 9,880

Leases - Schedule of Supplemental Lease Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 3,041
Lease liabilities arising from new ROU assets	$ 5,707
Weighted average remaining lease term (in years)	6 years 3 months 18 days
Weighted average discount rate	2.75%

Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Nov. 03, 2021 USD ($) $ / shares shares	May 04, 2021 shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2021	Oct. 31, 2020 $ / shares shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants exercised (in shares)	16,200,000
Stock issued upon conversion (in shares)		11,500,000
Proceeds from exercise of warrants \| $			$ 188,378
Level 3 \| Dividend yield \| Monte Carlo simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, measurement input				0
Level 3 \| Risk free rate \| Monte Carlo simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, measurement input				1.16
Level 3 \| Price volatility \| Monte Carlo simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, measurement input				59.2
Minimum \| Level 3 \| Exercise price \| Monte Carlo simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, measurement input			10.00	10.00
Maximum \| Level 3 \| Exercise price \| Monte Carlo simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, measurement input			18.00	18.00
Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)			0		15,333,333
Warrant redemption price (in dollars per share) \| $ / shares	$ 0.10
Warrants exercised, cash (in shares)	16,100,000
Warrants, exercise price (in dollars per share) \| $ / shares	$ 11.50
Warrants exercised, cashless basis (in shares)	74,104
Stock issued upon conversion (in shares)	26,732
Warrants redeemed (in shares)	75,016
Proceeds from exercise of warrants \| $	$ 185,400
Public warrants, initial public offer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants exercised (in shares)	15,300,000
Public warrants, converted from private warrant sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants exercised (in shares)	900,000
Private placement warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)			7,000,000		9,333,333
Warrants exercised (in shares)	300,000
Warrants, exercise price (in dollars per share) \| $ / shares					$ 11.50
Proceeds from exercise of warrants \| $	$ 3,000

Fair Value Measurements - Schedule of assets and liabilities measured at fair value on recurring basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Liabilities
Warrant liabilities	$ 93,816	$ 0
Recurring
Liabilities
Contingent consideration	783
Recurring \| Money Market Fund
Assets
Money market funds	861,943
Recurring \| Private placement warrants
Liabilities
Warrant liabilities	93,816
Level 1 \| Recurring \| Money Market Fund
Assets
Money market funds	861,943
Level 3 \| Recurring
Liabilities
Contingent consideration	783
Level 3 \| Recurring \| Private placement warrants
Liabilities
Warrant liabilities	$ 93,816

Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 19,391	$ 12,427
Less: accumulated depreciation and amortization	(8,561)	(4,407)
Property and equipment, net	16,183	9,191
Depreciation of property and equipment	4,486	2,552	$ 1,375
Cost of sales
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	1,313	1,161	646
General and administrative
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	1,625	1,391	$ 729
Selling and marketing
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	1,548
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	$ 4,074	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	$ 4,010	3,057
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
Machinery and equipment
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	$ 3,669	445
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)	2 years
Machinery 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	$ 1,163	413
Tooling
Property, Plant and Equipment [Line Items]
Useful life (years)	5 years
Plant and equipment, gross	$ 1,389	1,150
Leasehold improvements
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	5,086	4,097
Construction in progress
Property, Plant and Equipment [Line Items]
Plant and equipment, gross	$ 5,353	$ 1,171

Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 112,299	$ 93,978
Accumulated Amortization	(56,289)	(43,043)
Net Carrying Value	56,010	50,935
Amortization expense	13,297	11,849	$ 12,363
Cost of sales
Finite-Lived Intangible Assets [Line Items]
Amortization expense	9,000	9,465	10,678
Selling and marketing
Finite-Lived Intangible Assets [Line Items]
Amortization expense	1,820
General and administrative
Finite-Lived Intangible Assets [Line Items]
Amortization expense	2,477	2,384	$ 1,685
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	10,048	9,480
Accumulated Amortization	(3,442)	(2,765)
Net Carrying Value	$ 6,606	$ 6,715
Estimated Useful Life (Years)	15 years	15 years
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 809
Accumulated Amortization	(139)
Net Carrying Value	$ 670
Estimated Useful Life (Years)	3 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 18,625	$ 6,003
Accumulated Amortization	(4,391)	(2,263)
Net Carrying Value	$ 14,234	$ 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
Accumulated Amortization	(45,051)	(36,189)
Net Carrying Value	$ 25,849	$ 34,711
Estimated Useful Life (Years)	8 years	8 years
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 2,050	$ 1,423
Accumulated Amortization	(295)	(158)
Net Carrying Value	$ 1,755	$ 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	$ 9,867	$ 6,172
Accumulated Amortization	(2,971)	(1,668)
Net Carrying Value	$ 6,896	$ 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	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Beginning balance	$ 98,531	$ 98,520	$ 98,147
Business acquisitions	26,600		347
Foreign currency translation impact	(1,437)	11	26
Ending balance	$ 123,694	$ 98,531	$ 98,520

Long-term Debt - Narrative (Details)				4 Months Ended	12 Months Ended
Long-term Debt - Narrative (Details)	Dec. 30, 2021 USD ($)	Sep. 14, 2021 USD ($) Day $ / shares	Sep. 09, 2021 USD ($) $ / shares	Apr. 04, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Event of default, default interest rate, maximum		1.00%
Amortization of debt issuance costs				$ 500,000
Cost of capped call transactions					$ 90,150,000
Write off of deferred finance costs					2,300,000
Debt prepayment cost					2,000,000.0
Amortization of deferred financing costs					4,061,000	$ 1,515,000	$ 1,365,000
Call option
Debt Instrument [Line Items]
Initial cap price (in dollars per share) \| $ / shares			$ 47.94
Premium over sales price			100.00%
Cost of capped call transactions			$ 90,200,000
1.25% Convertible Senior Notes Due 2026 \| Convertible debt
Debt Instrument [Line Items]
Long-term debt					$ 729,914,000
Face amount		$ 750,000,000
Stated interest rate		1.25%			1.25%
Accordion feature, settlement period		13 days
Accordion feature, increase limit		$ 100,000,000
Conversion price (in dollars per share) \| $ / shares		$ 31.76
Convertible, threshold percentage of stock price trigger		130.00%
Convertible, threshold trading days \| Day		20
Convertible, threshold consecutive trading days \| Day		30
Convertible, minimum aggregate principal outstanding		$ 100,000,000.0
Event of default, cure period, interest payments		30 days
Event of default, cure period		60 days
Event of default, indebtedness threshold amount		$ 45,000,000
Event of default, minimum percent of aggregate outstanding principal due		25.00%
Event of default, default interest rate period		180 days
Debt issuance costs		$ 21,300,000
Amortization of debt issuance costs					$ 1,300,000	$ 0
Debt term					4 years 9 months 18 days
1.25% Convertible Senior Notes Due 2026 \| Convertible debt \| Level 2
Debt Instrument [Line Items]
Convertible Debt, Fair Value Disclosures					$ 794,325,000
Credit Agreement Due 2026 \| Line of credit \| Revolving credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000,000
Line of credit, accordion feature	$ 50,000,000
Long-term debt					$ 0
Leverage ratio, maximum	3.00
Fixed charge coverage ratio, minimum	1.15
Credit Agreement Due 2026 \| Line of credit \| Revolving credit facility \| Minimum
Debt Instrument [Line Items]
Unused commitment fee percentage	0.25%
Credit Agreement Due 2026 \| Line of credit \| Revolving credit facility \| Minimum \| LIBOR \| Variable rate one
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Credit Agreement Due 2026 \| Line of credit \| Revolving credit facility \| Minimum \| Base rate \| Variable rate two
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Credit Agreement Due 2026 \| Line of credit \| Revolving credit facility \| Maximum
Debt Instrument [Line Items]
Unused commitment fee percentage	0.35%
Credit Agreement Due 2026 \| Line of credit \| Revolving credit facility \| Maximum \| LIBOR \| Variable rate one
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Credit Agreement Due 2026 \| Line of credit \| Revolving credit facility \| Maximum \| Base rate \| Variable rate two
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%

Long-term Debt - Schedule of long-term debt (Details) - Convertible debt - 1.25% Convertible Senior Notes Due 2026 - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 14, 2021
Debt Instrument [Line Items]
Stated interest rate	1.25%	1.25%
Principal Amount	$ 750,000
Unamortized Issuance Costs	20,086
Net Carrying Value	729,914
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 794,325

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Income Taxes - Schedule of income before income tax, domestic and foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (375,542)	$ (40,135)
Foreign	(1,808)	1,652
Loss before provision for income taxes	$ (377,350)	$ (38,483)	$ (2,935)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-Subparagraph (c)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 30
-Subparagraph (b)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Section 25
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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Reference 6: 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(10))
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Subparagraph (SX 210.7-04(8))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Schedule of components of income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ (727)	$ (5,760)
State	513	79
Foreign	1,735	579
Total current income tax expense (benefit)	1,521	(5,102)
Deferred:
Federal	(3,319)	(2,690)
State	(80)	(1,499)
Foreign	(364)	(17)
Total deferred income tax benefit	(3,763)	(4,341)	$ (4,649)
Total income tax benefit	$ (2,242)	(9,308)	$ (1,297)
Previously Reported [Member]
Deferred:
Total deferred income tax benefit		$ (4,206)

Income Taxes - Schedule of effective income tax rate reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Amount
Federal statutory income tax rate	$ (79,243)	$ (8,081)
State taxes, net of federal benefit	(1,041)	(1,155)
Change in fair value of warrants	58,236	0
Change in fair value of earn-out shares	9,891	0
Transaction Costs	3,312	0
Foreign rate differential	475	(6)
R&D credit	(152)	(79)
State rate change, net of federal effect	0	(465)
Change in valuation allowance	4,064	409
Other	2,216	69
Total income tax benefit	$ (2,242)	$ (9,308)	$ (1,297)
Percent
Federal statutory income tax rate	21.00%	21.00%
State taxes, net of federal benefit	0.30%	3.00%
Change in fair value of warrants	(15.40%)	0.00%
Change in fair value of earn-out shares	(2.60%)	0.00%
Transaction Costs	(0.90%)	0.00%
Foreign rate differential	(0.10%)	0.00%
R&D credit	0.00%	0.20%
State rate change, net of federal effect	0.00%	1.20%
Change in valuation allowance	(1.10%)	(1.10%)
Other	(0.60%)	(0.20%)
Effective tax rate (as a percent)	0.60%	24.10%

Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred income tax assets
State taxes	$ 69	$ 19
Accrued expenses	3,610	1,318
Inventories	1,905	2,421
Accounts receivable	639	499
Section 163(j) limitation	3,224	2,426
Net operating loss carryforwards	5,354	423
Stock-based compensation	1,883	0
Lease liabilities	4,104	0
Other	220	54
Total deferred income tax assets	21,008	7,160
Deferred income tax liabilities
Goodwill and intangibles	(7,922)	(7,761)
Prepaid expenses	(526)	(166)
Right-of-use Assets	(3,733)	0
Property and equipment	(3,134)	(2,541)
Total deferred tax liabilities	(15,315)	(10,468)
Valuation allowance	(8,924)	(409)
Net deferred income tax liabilities	(3,231)	(3,717)
Deferred income tax assets, net	330	270
Deferred income tax liabilities, net	$ (3,561)	$ (3,987)

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Valuation allowance increase	$ 8,500
Significant change in unrecognized tax benefits, amount that would be recorded in continuing operations	4,500
Significant change in unrecognized tax benefits, amount that would be recorded in equity	4,500
Gross unrecognized tax benefits	210	$ 270	$ 0
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	15,700
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	24,200
Foreign
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 4,500

Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Unrecognized tax benefits at beginning of period	$ 270	$ 0
Increases for tax positions in prior periods	0	235
Decreases for tax positions in prior periods	(59)	0
Increases for tax positions in current period	0	35
Unrecognized tax benefits at end of period	$ 210	$ 270

Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plan (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Defined contribution plan, service period	1 month
Defined contribution plan, contribution cost	$ 1.4	$ 0.8	$ 0.9

Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	May 31, 2020 USD ($) shares	Dec. 31, 2021 USD ($) tradingday $ / shares shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options forfeited (in shares)		3,623,250
Stock compensation expense, accelerated vesting \| $	$ 1,400
Weighted-average grant date fair value of options granted (in dollars per share) \| $ / shares		$ 7.84
Unrecognized compensation cost, options \| $		$ 49,000
Fair value of equity awards vested \| $		700
Stock-based compensation expense \| $		$ 12,418	$ 363	$ 103
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		14,839,640
Common stock reserved for future issuance (in shares)		6,700,000
Stock Option, Time Vested \| 2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options forfeited (in shares)	1,295
Stock Option, Performance Based \| 2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options forfeited (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
Incentive Stock Options \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		7,500,000
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years
ESPP \| 2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		2,000,000
Increase in shares, percentage of aggregate shares outstanding		(1.00%)
Maximum employee subscription rate		10.00%
Discount from market price during offering period		85.00%
Unrecognized compensation cost, period for recognition		3 years 5 months 23 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, options \| $		$ 8,500
Unrecognized compensation cost, period for recognition		3 years 3 months
Award vesting period		4 years
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, options \| $		$ 9,900
Unrecognized compensation cost, period for recognition		3 years 7 months 6 days
PSUs \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting, threshold trading days \| tradingday		90
PSUs \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting, threshold trading days \| tradingday		90
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		0.00%
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		100.00%
PSUs \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)	4,440

Equity-Based Compensation - Schedule of stock option activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Number of Options
Outstanding, beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	10,408,270
Forfeited (in shares) \| shares	(3,623,250)
Outstanding, ending balance (in shares) \| shares	6,785,020
Options vested and expected to vest (in shares) \| shares	6,785,020
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	14.75
Forfeited (in dollars per share) \| $ / shares	13.13
Outstanding, ending balance (in dollars per share) \| $ / shares	15.64
Options vested and expected to vest (in dollars per share) \| $ / shares	$ 15.64
Outstanding, weighted average remaining contractual term	9 years 5 months 12 days
Options vested and expected to vest, weighted average remaining contractual term	9 years 5 months 12 days
Outstanding, aggregate intrinsic value \| $	$ 59,482
Options vested and expected to vest, aggregate intrinsic value \| $	$ 59,482

Equity-Based Compensation - Summary of valuation assumptions (Details) - PSUs	12 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility of the Company's Class A Common Stock	55.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.50%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.65%

Equity Based Compensation - Schedule of unvested share activity (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
RSUs
Shares
Outstanding, beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	439,488
Vested (in shares) \| shares	(30,963)
Forfeited (in shares) \| shares	(27,750)
Outstanding, ending balance (in shares) \| shares	380,775
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	25.91
Vested (in dollars per share) \| $ / shares	26.16
Forfeited (in dollars per share) \| $ / shares	26.16
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 25.88
PSUs
Shares
Outstanding, beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	1,350,000
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(375,000)
Outstanding, ending balance (in shares) \| shares	975,000
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	9.92
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	6.10
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 11.39

Equity Based Compensation - Summary of share based compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 12,418	$ 363	$ 103
Cost of sales
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	405	67	37
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	3,547	58	0
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	195	0	53
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 8,271	$ 238	$ 13

Concentrations (Details) - USD ($) $ in Thousands	12 Months Ended
Concentrations (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2021
Concentration Risk [Line Items]
Accounts receivable	$ 18,576	$ 46,824
Customer Concentration Risk \| Accounts receivable \| Customer one
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.50%
Accounts receivable	$ 1,900

Related-Party Transactions - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	May 04, 2021 USD ($) tradingday $ / shares shares	Dec. 01, 2016 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Apr. 10, 2020 USD ($)
Related Party Transaction [Line Items]
Stock issued upon conversion (in shares) \| shares	11,500,000
Reverse recapitalization, contingent consideration, stock price trigger (in dollars per share) \| $ / shares	$ 12.00
Reverse recapitalization, lock-up agreement, lock up period	180 days
Payment of transaction costs	$ 57,000		$ 56,976
Note receivable from stockholder			0	$ 554
Operating lease cost			3,346
Lease expense				3,700
Private placement warrants
Related Party Transaction [Line Items]
Reverse recapitalization, contingent consideration, earnout period	30 days
Affiliated entity
Related Party Transaction [Line Items]
Operating lease cost			400
Lease expense				300	$ 500
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%
Related party, expiration period	12 months
Transaction amount			$ 200	$ 1,800	$ 1,800
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%
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, threshold days \| tradingday	20
Reverse recapitalization, contingent consideration, consecutive threshold days \| tradingday	30
Reverse recapitalization, contingent consideration, commencement period	150 days

Related-Party Transactions - Schedule of related party transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Sales to related party	$ 551	$ 337	$ 351
Accounts receivable due from related party	$ 394	$ 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.

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Stockholders' Deficit (Details) $ / shares in Units, $ in Millions	May 04, 2021 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 30, 2021 shares	May 03, 2021 shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)		320,000,000			320,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001			$ 0.0001
Common stock, number of votes		1
Common stock, shares issued (in shares)		150,598,047			35,501,743	32,136,203
Common stock, shares outstanding (in shares)	125,399,913	150,598,047	150,598,047	54,358	35,501,743	32,136,203
Consideration received on transaction \| $	$ 350
Legacy HydraFacial shares (in shares)	35,501,743
Preferred stock, shares authorized (in shares)		1,000,000			1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001
Preferred stock, shares issued (in shares)		0			0	0
Preferred stock, shares outstanding (in shares)		0			0	0
Class A common stock
Class of Stock [Line Items]
Common stock, shares issued (in shares)	125,329,053
Common stock, shares outstanding (in shares)	125,329,053
Consideration received on transaction (in shares)	35,000,000
Consideration received on transaction \| $	$ 350
Legacy HydraFacial shares (in shares)	35,501,743

Segment Reporting (Details) $ in Thousands	12 Months Ended
Segment Reporting (Details) $ in Thousands	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Disaggregation of Revenue [Line Items]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Net sales	$ 260,086	$ 119,092	$ 166,623
Americas
Disaggregation of Revenue [Line Items]
Net sales	169,426	81,453	122,396
Asia-Pacific
Disaggregation of Revenue [Line Items]
Net sales	43,701	14,464	15,802
Europe, the Middle East and Africa
Disaggregation of Revenue [Line Items]
Net sales	$ 46,959	$ 23,175	$ 28,425

- Definition

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+ Details

Net Loss Attributable to Common Shareholders - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss	$ (375,108)	$ (29,175)	$ (1,638)
Weighted-average common shares outstanding, basic (in shares)	102,114,949	34,293,271	32,136,203
Weighted-average common shares outstanding, diluted (in shares)	102,114,949	34,293,271	32,136,203
Basic loss per share (in dollars per share)	$ (3.67)	$ (0.85)	$ (0.05)
Diluted loss per share (in dollars per share)	$ (3.67)	$ (0.85)	$ (0.05)

- 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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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	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	6,785,020	542	1,509
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	1,355,775	0	0
Private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	6,970,000	0	0
Convertible Note Securities
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	23,614,425	0	0