0001818093-22-000169 | 10-Q | XBRL Viewer

Balance Sheet Components - Schedule of accrued payroll-related expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Accrued compensation	$ 3,733	$ 15,262
Accrued payroll taxes	2,109	922
Accrued benefits	5,026	3,022
Accrued sales commissions	9,782	9,456
Total accrued payroll-related expenses	$ 20,650	$ 28,662

Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Right-of-use assets, net	$ 14,292	$ 14,992
Experience Center
Lessee, Lease, Description [Line Items]
Right-of-use assets, net	1,100
Operating lease liability	1,100
Office
Lessee, Lease, Description [Line Items]
Right-of-use assets, net	1,600
Operating lease liability	$ 1,600

Goodwill and Intangible Assets, net - Intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 110,815		$ 110,815		$ 112,299
Accumulated Amortization	(64,190)		(64,190)		(56,289)
Net Carrying Value	46,625		46,625		56,010
Amortization expense	3,692	$ 3,503	11,063	$ 9,354
Cost of sales
Finite-Lived Intangible Assets [Line Items]
Amortization expense	2,245	2,233	6,864	6,697
Selling and marketing
Finite-Lived Intangible Assets [Line Items]
Amortization expense	858	500	2,356	1,464
General and administrative
Finite-Lived Intangible Assets [Line Items]
Amortization expense	589	$ 770	1,843	$ 1,193
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	10,839		10,839		10,048
Accumulated Amortization	(3,950)		(3,950)		(3,442)
Net Carrying Value	6,889		$ 6,889		$ 6,606
Estimated Useful Life (Years)			15 years		15 years
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	758		$ 758		$ 809
Accumulated Amortization	(707)		(707)		(139)
Net Carrying Value	51		$ 51		$ 670
Estimated Useful Life (Years)			3 years		3 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	17,137		$ 17,137		$ 18,625
Accumulated Amortization	(6,132)		(6,132)		(4,391)
Net Carrying Value	11,005		$ 11,005		$ 14,234
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	73,188		$ 73,188		$ 70,900
Accumulated Amortization	(51,825)		(51,825)		(45,051)
Net Carrying Value	21,363		$ 21,363		$ 25,849
Estimated Useful Life (Years)					8 years
Developed technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			3 years
Developed technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			8 years
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	2,187		$ 2,187		$ 2,050
Accumulated Amortization	(385)		(385)		(295)
Net Carrying Value	1,802		$ 1,802		$ 1,755
Patents \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)			3 years		3 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	6,706		$ 6,706		$ 9,867
Accumulated Amortization	(1,191)		(1,191)		(2,971)
Net Carrying Value	$ 5,515		$ 5,515		$ 6,896
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

Balance Sheet Components - Schedule of inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 26,015	$ 12,024
Finished goods	75,691	23,237
Total inventories	$ 101,706	$ 35,261

Fair Value Measurements - Schedule of assets and liabilities measured at fair value on recurring basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Liabilities
Warrant liabilities	$ 22,295	$ 93,816
Recurring \| Money market funds
Assets
Money market funds	642,445
Recurring \| Private placement warrants
Liabilities
Warrant liabilities	22,295
Level 1 \| Recurring \| Money market funds
Assets
Money market funds	642,445
Level 1 \| Recurring \| Private placement warrants
Liabilities
Warrant liabilities	0
Level 2 \| Recurring \| Money market funds
Assets
Money market funds	0
Level 2 \| Recurring \| Private placement warrants
Liabilities
Warrant liabilities	22,295
Level 3 \| Recurring \| Money market funds
Assets
Money market funds	0
Level 3 \| Recurring \| Private placement warrants
Liabilities
Warrant liabilities	$ 0

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Schedule of inventory

Inventories consist of the following as of the periods indicated:


(in thousands)	September 30, 2022		December 31, 2021
Raw materials	$	26,015	$	12,024

Finished goods	75,691		23,237
Total inventories	$	101,706	$	35,261

Schedule of accrued payroll-related expenses

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


(in thousands)	September 30, 2022		December 31, 2021
Accrued compensation	$	3,733	$	15,262
Accrued payroll taxes	2,109		922
Accrued benefits	5,026		3,022
Accrued sales commissions	9,782		9,456
Total accrued payroll-related expenses	$	20,650	$	28,662

Schedule of accrued expenses

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


(in thousands)	September 30, 2022		December 31, 2021
Sales and VAT tax payables	$	5,116	$	5,817
Accrued interest	4,687		2,786
Contingent consideration	—		783
Note payable due seller	2,144		2,153
Royalty liabilities	1,353		1,074
Other	3,811		2,109
Total other accrued expenses	$	17,111	$	14,722

Business Combinations and Asset Acquisitions - Summary of assets acquired at fair value (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020
Consideration paid:
Cash, net of cash acquired					$ 0	$ 22,896
Identifiable assets acquired and liabilities assumed
Goodwill			$ 123,694		122,748	122,865	$ 98,531
Measurement period adjustments					$ 2,154	$ 25,304
HTL
Consideration paid:
Cash, net of cash acquired				$ 4,920
Class A Common Stock issued				1,557
Trade receivables due from seller				1,027
Notes payable to seller				0
Total consideration				7,504
Identifiable assets acquired and liabilities assumed
Accounts receivable	$ 1,110			1,110
Inventory and other assets	354			354
Accounts payable	(45)			(45)
Deferred tax liabilities, net	(675)			(675)
Accrued and other liabilities	(802)			(802)
Total identifiable net assets	2,738			2,738
Goodwill	4,766			$ 4,766
Equity consideration (in shares)				110,726
HTL \| Non-compete agreement
Identifiable assets acquired and liabilities assumed
Intangible assets	100			$ 100
HTL \| Customer relationships
Identifiable assets acquired and liabilities assumed
Intangible assets	2,696			2,696
Wigmore
Consideration paid:
Cash, net of cash acquired				2,540
Class A Common Stock issued				456
Trade receivables due from seller				2,336
Notes payable to seller				0
Total consideration				5,332
Identifiable assets acquired and liabilities assumed
Accounts receivable	2,079			2,079
Inventory and other assets	341			341
Accounts payable	(456)			(456)
Deferred tax liabilities, net	(842)			(842)
Accrued and other liabilities	(317)			(317)
Total identifiable net assets	3,141			3,141
Goodwill	2,191			$ 2,191
Equity consideration (in shares)				28,157
Contingent consideration			300
Decrease to intangible assets			$ 1,000
Wigmore \| Non-compete agreement
Identifiable assets acquired and liabilities assumed
Intangible assets	60			$ 60
Wigmore \| Customer relationships
Identifiable assets acquired and liabilities assumed
Intangible assets	2,276			2,276
Ecomedic
Consideration paid:
Cash, net of cash acquired				11,338
Class A Common Stock issued				6,513
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	15			15
Inventory and other assets	1,262			1,262
Accounts payable	(772)			(772)
Deferred tax liabilities, net	(2,008)			(2,008)
Accrued and other liabilities	(340)			(340)
Total identifiable net assets	4,232			4,232
Goodwill	17,451			$ 17,451
Equity consideration (in shares)				401,021
Measurement period adjustments		$ 200		$ 200
Ecomedic \| Non-compete agreement
Identifiable assets acquired and liabilities assumed
Intangible assets	588			588
Ecomedic \| Customer relationships
Identifiable assets acquired and liabilities assumed
Intangible assets	5,487			5,487
Sidermica
Consideration paid:
Cash, net of cash acquired				6,861
Class A Common Stock issued				815
Trade receivables due from seller				1,581
Notes payable to seller				0
Total consideration				9,257
Identifiable assets acquired and liabilities assumed
Accounts receivable	1,657			1,657
Inventory and other assets	454			454
Accounts payable	0			0
Deferred tax liabilities, net	0			0
Accrued and other liabilities	0			0
Total identifiable net assets	4,911			4,911
Goodwill	4,346			$ 4,346
Equity consideration (in shares)				50,195
Measurement period adjustments	1,980			$ 1,980
Sidermica \| Non-compete agreement
Identifiable assets acquired and liabilities assumed
Intangible assets	100			100
Sidermica \| Customer relationships
Identifiable assets acquired and liabilities assumed
Intangible assets	$ 2,700			$ 2,700

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowances for doubtful accounts	$ 2,894	$ 2,681
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)	143,201,041	150,598,047
Common stock, shares outstanding (in shares)	143,201,041	150,598,047
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

Related-Party Transactions	9 Months Ended
Related-Party Transactions	Sep. 30, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	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. 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 expired twelve months after the consummation of the Business Combination on May 4, 2022. Hydrafacial recorded approximately $0.2 million of charges related to management services fees for the nine months ended September 30, 2021. There were no management fees during the three and nine months ended September 30, 2022. These amounts are included in General and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income (Loss). 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 Income (Loss). 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. Expense for this property was not material for the nine months ended September 30, 2022. No such expenses existed for the nine months ended September 30, 2021.

Business Combinations and Asset Acquisitions - 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	$ (900)	(902)
Net Cash Received from Business Combination		$ 357,634

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of long-term debt

The following is a summary of the Company’s Notes as of September 30, 2022:


							Fair Value
(in thousands)	Principal Amount		Unamortized Issuance Costs		Net Carrying Value		Amount		Level
1.25% Convertible Notes due 2026	$	750,000	$	16,914	$	733,086	$	603,750	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

Equity Based Compensation - Schedule of unvested share activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
RSUs
Shares
Outstanding, beginning balance (in shares) \| shares	380,775
Granted (in shares) \| shares	2,724,851
Vested (in shares) \| shares	(187,727)
Forfeited (in shares) \| shares	(388,691)
Outstanding, ending balance (in shares) \| shares	2,529,208
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 25.88
Granted (in dollars per share) \| $ / shares	13.67
Vested (in dollars per share) \| $ / shares	20.60
Forfeited (in dollars per share) \| $ / shares	15.31
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 14.74
PSUs
Shares
Outstanding, beginning balance (in shares) \| shares	975,000
Granted (in shares) \| shares	1,629,395
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(209,738)
Outstanding, ending balance (in shares) \| shares	2,394,657
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 11.39
Granted (in dollars per share) \| $ / shares	9.10
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	14.30
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 9.58

Long-term Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

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 September 30, 2022 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. As of September 30, 2022 the Company was in compliance with all restricted and financial covenants.

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. As of September 30, 2022 the Company’s unused commitment rate was 0.25%. 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 conversion price as of September 30, 2022 was $31.76 per share of common stock.

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 40th 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 Condensed Consolidated Balance Sheets and are being amortized as interest expense over the term of the Notes using the effective interest method. During the three and nine months ended September 30, 2022, the Company recognized $1.1 million and $3.2 million in interest expense related to the amortization of the debt issuance costs related to the Notes, respectively. During the three and nine months ended September 30, 2021, the Company recognized $0.2 million in interest expense related to the amortization of the debt issuance costs related to the Notes.

The following is a summary of the Company’s Notes as of September 30, 2022:


							Fair Value
(in thousands)	Principal Amount		Unamortized Issuance Costs		Net Carrying Value		Amount		Level
1.25% Convertible Notes due 2026	$	750,000	$	16,914	$	733,086	$	603,750	Level 2

The Notes are carried at face value less the unamortized debt issuance costs on the Company’s Condensed Consolidated Balance Sheets. As of September 30, 2022, the estimated fair value of the Notes was approximately $604 million. The estimated fair value of the Notes was determined based on the actual bid price of the Notes on September 30, 2022.

As of September 30, 2022, the remaining life of the Notes is approximately 4.0 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 in 2021. Both are included in the Other expense (income), net on the Company’s Consolidated Statements of Comprehensive Income (Loss).

Deferred financing costs expense for the nine months ended September 30, 2021 amounted to $0.5 million for the existing debt prior to the Closing of the Business Combination while issuance costs for the Notes amounted to $0.2 million.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business The Beauty Health Company, formerly known as Vesper Healthcare Acquisition Corp. (the “Company” 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 Quarterly Report on Form 10-Q, 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. Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Goodwill and Intangible Assets, net

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, net

Goodwill and Intangible Assets, net The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of September 30, 2022 were as follows:


(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Estimated Useful Life (Years)
Trademarks	$	10,839	$	(3,950)	$	6,889	15
Non-compete agreement	758		(707)		51		3
Customer relationships	17,137		(6,132)		11,005		5-10
Developed technology	73,188		(51,825)		21,363		3-8
Patents	2,187		(385)		1,802		3-19
Capitalized software	6,706		(1,191)		5,515		3-5
Total intangible assets	$	110,815	$	(64,190)	$	46,625

During the three and nine months ended September 30, 2022, the Company recorded a loss on the disposal of intangible assets of $2.9 million. The loss on disposal of intangible assets was recorded in the condensed consolidated statements of comprehensive income (loss) primarily in general and administrative expense.

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

Amortization expense was as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	$	2,245	$	2,233	$	6,864	$	6,697
General and administrative	858		500		2,356		1,464
Selling and marketing	589		770		1,843		1,193
Total amortization expense	$	3,692	$	3,503	$	11,063	$	9,354

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


	Nine Months Ended September 30,
(in thousands)	2022		2021
Beginning balance	$	123,694	$	98,531
Measurement period adjustments	2,154		25,304
Foreign currency translation impact	(3,100)		(970)
Ending balance	$	122,748	$	122,865

The measurement period adjustments include a $0.2 million increase due to adjustment of acquisition date tax liability for Ecomedic and a $1.98 million increase due to contingent consideration paid to former owner of Sidermica during the six months ended June 30, 2022. The Company finalized the valuation of assets acquired and liabilities assumed for the Ecomedic acquisition and all other distributor acquisitions as of June 30, 2022

Business Combinations and Asset Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of reverse recapitalization

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.

Summary of assets acquired at fair value

The following table summarizes the consideration and 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 (3)		Sidermica (4)
Consideration paid:
Cash, net of cash acquired	$	4,920	$	2,540	$	11,338	$	6,861
Class A Common Stock issued (1)	1,557		456		6,513		815

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	$	9,257
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)		(2,008)		—
Accrued and other liabilities	(802)		(317)		(340)		—
Total identifiable net assets	2,738		3,141		4,232		4,911
Goodwill	$	4,766	$	2,191	$	17,451	$	4,346

___________

(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. Contingent consideration payments for the Wigmore acquisition were paid during the three months ended March 31, 2022.

(3) During the first quarter of 2022, adjustments were made to the Ecomedic valuation pertaining to acquisition date tax liability. Goodwill was adjusted due to an increase of $0.2 million to acquisition date tax liability.

(4) During the second quarter of 2022, adjustments were made to the Sidermica valuation pertaining to contingent consideration. Goodwill was adjusted due to an increase in contingent consideration of $1.98 million. Contingent consideration payments for the Sidermica acquisition were paid during the three months ended June 30, 2022.

Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2022

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)	September 30, 2022		December 31, 2021
Furniture and fixtures	2-7	$	4,640	$	4,074
Computers and equipment	3-5	4,600		4,010
Machinery and equipment	2-5	5,796		3,669
Autos and trucks	5	1,220		1,163
Tooling	5	594		1,389
Leasehold improvements	Shorter of remaining lease term or estimated useful life	10,127		5,086
Total property and equipment		26,977		19,391
Less: accumulated depreciation and amortization		(11,221)		(8,561)
Construction in progress		2,343		5,353
Property and equipment, net		$	18,099	$	16,183

During the three and nine months ended September 30, 2022, the Company recorded a loss on the disposal of property and equipment, net of $1.8 million. The loss on disposal of property and equipment, net was recorded in the condensed consolidated statements of comprehensive income (loss) primarily in general and administrative expense.

Depreciation expense was as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	$	588	$	339	$	1,593	$	965
General and administrative	927		689		2,463		1,481
Selling and marketing	486		—		1,213		—
Total depreciation expense	$	2,001	$	1,028	$	5,269	$	2,446

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation and amortization	$ (11,221)		$ (11,221)		$ (8,561)
Property and equipment, net	18,099		18,099		16,183
Loss on disposal of property and equipment, net	1,800		1,800
Depreciation of property and equipment	2,001	$ 1,028	5,269	$ 2,446
Cost of sales
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	588	339	1,593	965
General and administrative
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	927	689	2,463	1,481
Selling and marketing
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	486	$ 0	1,213	$ 0
Depreciable property and equipment
Property, Plant and Equipment [Line Items]
Plant and equipment, including finance lease, gross	26,977		26,977		19,391
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Plant and equipment, including finance lease, gross	4,640		$ 4,640		4,074
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, including finance lease, gross	4,600		$ 4,600		4,010
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, including finance lease, gross	5,796		$ 5,796		3,669
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, including finance lease, gross	1,220		$ 1,220		1,163
Tooling
Property, Plant and Equipment [Line Items]
Useful life (years)			5 years
Plant and equipment, including finance lease, gross	594		$ 594		1,389
Leasehold improvements
Property, Plant and Equipment [Line Items]
Plant and equipment, including finance lease, gross	10,127		10,127		5,086
Construction in progress
Property, Plant and Equipment [Line Items]
Plant and equipment, including finance lease, gross	$ 2,343		$ 2,343		$ 5,353

Goodwill and Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Goodwill [Roll Forward]
Beginning balance	$ 123,694	$ 98,531
Measurement period adjustments	2,154	25,304
Foreign currency translation impact	(3,100)	(970)
Ending balance	$ 122,748	$ 122,865

- Definition

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

+ References + Details

Long-term Debt - Narrative (Details)				3 Months Ended		9 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	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Event of default, default interest rate, maximum		1.00%
Amortization of debt issuance costs						$ 3,172,000	$ 0
Purchase of capped calls related to Convertible Senior Notes					$ 90,150,000
Write off of deferred finance costs								$ 2,300,000
Debt prepayment cost								$ 2,000,000
Amortization of deferred financing costs						0	3,005,000
Call option
Debt Instrument [Line Items]
Initial cap price (in dollars per share) \| $ / shares			$ 47.94
Premium over sales price			100.00%
Purchase of capped calls related to Convertible Senior Notes			$ 90,200,000
Credit Agreement Due 2026 \| Revolving credit facility \| Line of credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000,000
Line of credit, accordion feature	$ 50,000,000
Long-term debt				$ 0		$ 0
Leverage ratio, maximum	3.00
Fixed charge coverage ratio, minimum	1.15
Unused commitment fee percentage						0.25%
Credit Agreement Due 2026 \| Revolving credit facility \| Line of credit \| Minimum
Debt Instrument [Line Items]
Unused commitment fee percentage	0.25%
Credit Agreement Due 2026 \| Revolving credit facility \| Line of credit \| Minimum \| LIBOR \| Variable rate one
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Credit Agreement Due 2026 \| Revolving credit facility \| Line of credit \| Minimum \| Base rate \| Variable rate two
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Credit Agreement Due 2026 \| Revolving credit facility \| Line of credit \| Maximum
Debt Instrument [Line Items]
Unused commitment fee percentage	0.35%
Credit Agreement Due 2026 \| Revolving credit facility \| Line of credit \| Maximum \| LIBOR \| Variable rate one
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Credit Agreement Due 2026 \| Revolving credit facility \| Line of credit \| Maximum \| Base rate \| Variable rate two
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
1.25% Convertible Senior Notes Due 2026 \| Convertible Debt
Debt Instrument [Line Items]
Long-term debt				$ 733,086,000		$ 733,086,000
Face amount		$ 750,000,000
Stated interest rate		1.25%		1.25%		1.25%
Accordion feature, settlement period		13 days
Accordion feature, increase limit		$ 100,000,000
Conversion ratio		0.0314859
Conversion price (in dollars per share) \| $ / shares		$ 31.76		$ 31.76		$ 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
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				$ 1,100,000		$ 3,200,000	200,000
Debt term						4 years
1.25% Convertible Senior Notes Due 2026 \| Convertible Debt \| Level 2
Debt Instrument [Line Items]
Convertible Debt, Fair Value Disclosures				$ 603,750,000		$ 603,750,000
Existing Debt Prior to the Closing of the Business Combination
Debt Instrument [Line Items]
Amortization of debt issuance costs							$ 500,000

Stockholders’ Equity (Details) $ / shares in Units, $ in Thousands			9 Months Ended
	Sep. 27, 2022 USD ($) shares	May 04, 2021 USD ($) shares	Sep. 30, 2022 USD ($) vote $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 26, 2022 USD ($)	Dec. 31, 2021 $ / shares shares	May 03, 2021 $ / shares 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 \| vote			1
Common stock, shares issued (in shares)			143,201,041			150,598,047
Common stock, shares outstanding (in shares)		125,399,913	143,201,041			150,598,047	54,358
Consideration received on transaction \| $		$ 350,000
Legacy HydraFacial shares (in shares)		35,501,743
Initial payment \| $			$ 80,000	$ 0
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
Preferred stock, shares outstanding (in shares)			0			0
Accelerated Share Repurchase
Class of Stock [Line Items]
Initial payment \| $	$ 100,000
Stock repurchased (in shares)	7,700,000
Stock repurchased during period percentage	80.00%
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 \| $		$ 350,000
Legacy HydraFacial shares (in shares)		35,501,743
Common stock repurchase authorized \| $					$ 200,000
Stock repurchased (in shares)		2,672,690
Class A common stock \| Accelerated Share Repurchase
Class of Stock [Line Items]
Common stock repurchase authorized \| $	$ 100,000

Net Income (Loss) Attributable to Common Shareholders (Tables)

9 Months Ended

Sep. 30, 2022

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 income (loss) per share as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2022		2021		2022		2021
Net income (loss) available to common shareholders - basic	$	131	$	(215,145)	$	40,569	$	(357,797)
Plus: Income (loss) on Private placement warrants	(4,284)		—		(71,521)		—
Net income (loss) available to common shareholders - diluted	$	(4,153)	$	(215,145)	$	(30,952)	$	(357,797)

Weighted average common shares outstanding - basic	150,788,695		132,306,346		150,706,795		87,219,681
Effect of dilutive shares:



Private placement warrants	629,015		—		1,311,451		—
Weighted average common shares outstanding - diluted	151,417,710		132,306,346		152,018,246		87,219,681

Basic net income (loss) per share:	$	0.00	$	(1.63)	$	0.27	$	(4.10)
Diluted net income (loss) per share	$	(0.03)	$	(1.63)	$	(0.20)	$	(4.10)

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 or requisite performance conditions were not met:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Convertible Notes	23,614,425	11,807,213	23,614,425	7,871,475
RSUs	2,529,208	200,247	2,529,208	133,498
PSUs	2,394,657	975,000	2,394,657	650,000
Stock Options	5,804,970	8,521,900	5,804,970	5,557,267
Public and Private Warrants	—	24,666,666	—	16,444,444

Net Income (Loss) Attributable to Common Shareholders - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net income (loss) available to common shareholders - basic	$ 131	$ (215,145)	$ 40,569	$ (357,797)
Plus: Income (loss) on Private placement warrants	(4,284)	0	(71,521)	0
Net income (loss) available to common shareholders - diluted	$ (4,153)	$ (215,145)	$ (30,952)	$ (357,797)
Weighted average common shares outstanding - basic (in shares)	150,788,695	132,306,346	150,706,795	87,219,681
Effect of dilutive shares:
Private placement warrants (in shares)	629,015	0	1,311,451	0
Weighted average common shares outstanding - diluted (in shares)	151,417,710	132,306,346	152,018,246	87,219,681
Basic net income (loss) per share (in dollars per share)	$ 0.00	$ (1.63)	$ 0.27	$ (4.10)
Diluted net income (loss) per share (in dollars per share)	$ (0.03)	$ (1.63)	$ (0.20)	$ (4.10)

Balance Sheet Components - Schedule of accrued expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Sales and VAT tax payables	$ 5,116	$ 5,817
Accrued interest	4,687	2,786
Contingent consideration	0	783
Note payable due seller	2,144	2,153
Royalty liabilities	1,353	1,074
Other	3,811	2,109
Total other accrued expenses	$ 17,111	$ 14,722

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Net sales	$ 88,792	$ 68,147	$ 267,743	$ 182,197
Delivery Systems
Disaggregation of Revenue [Line Items]
Net sales	49,094	36,182	155,524	96,798
Consumables
Disaggregation of Revenue [Line Items]
Net sales	$ 39,698	$ 31,965	$ 112,219	$ 85,399

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Net Income (Loss) Attributable to Common Shareholders - Schedule of antidilutive securities excluded from earnings per share computation (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	23,614,425	11,807,213	23,614,425	7,871,475
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	2,529,208	200,247	2,529,208	133,498
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	2,394,657	975,000	2,394,657	650,000
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	5,804,970,000	8,521,900,000	5,804,970,000	5,557,267,000
Public and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	0	24,666,666	0	16,444,444

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOther than as disclosed elsewhere, no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the accompanying notes.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

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

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022, 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 September 30, 2022, the value of the Private Placement Warrants was determined using their redemption value because these Private Placement 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 2 financial instrument. There were no Public Warrants outstanding as of September 30, 2022.


	Fair Value Measurements on a Recurring Basis
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	642,445	$	—	$	—	$	642,445
Liabilities

Warrant liability — Private Placement Warrants	—		22,295		—		22,295

Concentrations	9 Months Ended
Concentrations	Sep. 30, 2022
Risks and Uncertainties [Abstract]
Concentrations	Concentrations As of September 30, 2022, the Company had no customers that accounted for 10% or more of the Accounts receivable balance. As of December 31, 2021, the Company had no customers that accounted for 10% or more of the Accounts receivable balance. No single customer accounted for 10% or more of consolidated Net sales during the three and nine months ended September 30, 2022 and September 30, 2021.

Leases	9 Months Ended
Leases	Sep. 30, 2022
Leases [Abstract]
Leases	Leases The Company does not own any real estate. The majority of the Company’s lease liability consists of the Company’s international office spaces and warehouses, 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 and are included in property and equipment, other accrued expenses, and other long-term liabilities of the Condensed Consolidated Balance Sheets. During the nine months ended September 30, 2022 the Company entered into leases for a new experience center in Paris for a right-of-use asset and lease liability of $1.1 million as of lease inception commencement date and an office in Frankfurt for a right-of-use asset and liability of $1.6 million as of lease inception commencement date.

Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of share based compensation

Compensation expense attributable to net stock-based compensation was as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	191		70		624		222
Selling and marketing	2,498		1,064		7,331		1,413
Research and development	215		70		602		103
General and administrative	4,545		3,878		12,319		6,886
Stock-based compensation expense	$	7,449	$	5,082	$	20,876	$	8,624

Schedule of unvested share activity

The following table summarizes the Company’s equity award activity for the nine months ended September 30, 2022:


			Weighted Average Grant Date Fair Value
	RSUs	PSUs	RSUs		PSUs
Outstanding - January 1, 2022	380,775	975,000	$	25.88	$	11.39
Granted	2,724,851	1,629,395	13.67		9.10
Vested	(187,727)	—	20.60		—
Forfeited	(388,691)	(209,738)	15.31		14.30
Outstanding - September 30, 2022	2,529,208	2,394,657	14.74		9.58

Schedule of stock option activity

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2022:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding - January 1, 2022	6,785,020	$	15.64
Granted	10,500	22.68

Unvested Forfeited	(951,500)	18.43
Vested Expired	(39,050)	14.53
Outstanding - September 30, 2022	5,804,970	$	15.20	8.67	$	—
Options Exercisable	1,293,800	$	13.79	8.58	$	—
Options vested and expected to vest - September 30, 2022	5,804,970	$	15.20	8.67	$	—

Net Income (Loss) Attributable to Common Shareholders

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Income (Loss) Attributable to Common Shareholders

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2022		2021		2022		2021
Net income (loss) available to common shareholders - basic	$	131	$	(215,145)	$	40,569	$	(357,797)
Plus: Income (loss) on Private placement warrants	(4,284)		—		(71,521)		—
Net income (loss) available to common shareholders - diluted	$	(4,153)	$	(215,145)	$	(30,952)	$	(357,797)

Weighted average common shares outstanding - basic	150,788,695		132,306,346		150,706,795		87,219,681
Effect of dilutive shares:



Private placement warrants	629,015		—		1,311,451		—
Weighted average common shares outstanding - diluted	151,417,710		132,306,346		152,018,246		87,219,681

Basic net income (loss) per share:	$	0.00	$	(1.63)	$	0.27	$	(4.10)
Diluted net income (loss) per share	$	(0.03)	$	(1.63)	$	(0.20)	$	(4.10)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Convertible Notes	23,614,425	11,807,213	23,614,425	7,871,475
RSUs	2,529,208	200,247	2,529,208	133,498
PSUs	2,394,657	975,000	2,394,657	650,000
Stock Options	5,804,970	8,521,900	5,804,970	5,557,267
Public and Private Warrants	—	24,666,666	—	16,444,444

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
New Accounting Pronouncements Not Yet Adopted	New Accounting Pronouncements Not Yet Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2021-08, Business Combinations (Topic 805), which primarily relates to the accounting for contract assets and contract liabilities from contracts with customers in a business combination. The standard will be effective for annual reporting periods beginning after December 31, 2022, including interim reporting periods within those periods, with early adoption permitted. We are currently evaluating the impact of adopting this new accounting guidance on our consolidated financial statements.

Equity Based Compensation - Summary of share based compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 7,449	$ 5,082	$ 20,876	$ 8,624
Cost of sales
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	191	70	624	222
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	2,498	1,064	7,331	1,413
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	215	70	602	103
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 4,545	$ 3,878	$ 12,319	$ 6,886

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (821)	$ (1,129)	$ 1,870	$ (3,305)
Effective tax rate (as a percent)	119.12%	0.53%	(4.41%)	0.92%
Gross unrecognized tax benefits	$ 100		$ 100		$ 200

- Definition

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

+ References + Details

Segment Reporting

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Segment Reporting

Segment ReportingThe 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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Americas	$	58,375	$	45,046	$	178,335	$	118,986
Asia-Pacific	15,110		10,490		38,397		31,721
Europe, the Middle East and Africa	15,307		12,611		51,011		31,490
Total net sales	$	88,792	$	68,147	$	267,743	$	182,197

As of September 30, 2022 and December 31, 2021 substantially all of the Company’s property and equipment were held in the United States.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesFrom time to time the Company may be involved in claims, legal actions and governmental proceedings that arise from its business operations. As of September 30, 2022, 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.

Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Loss on disposal of intangible assets	$ 2,900				$ 2,900
Increase in goodwill					$ 2,154	$ 25,304
Ecomedic
Finite-Lived Intangible Assets [Line Items]
Increase in goodwill			$ 200	$ 200
Sidermica
Finite-Lived Intangible Assets [Line Items]
Increase in goodwill		$ 1,980		$ 1,980

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 684,208	$ 901,886
Accounts receivable, net of allowances for doubtful accounts of $2,894 and $2,681 at September 30, 2022 and December 31, 2021, respectively	83,983	46,824
Prepaid expenses and other current assets	21,830	12,322
Income tax receivable	705	4,599
Inventories	101,706	35,261
Total current assets	892,432	1,000,892
Property and equipment, net	18,099	16,183
Right-of-use assets, net	14,292	14,992
Intangible assets, net	46,625	56,010
Goodwill	122,748	123,694
Deferred income tax assets, net	268	330
Other assets	10,331	6,705
TOTAL ASSETS	1,104,795	1,218,806
Current liabilities:
Accounts payable	32,576	29,049
Accrued payroll-related expenses	20,650	28,662
Other accrued expenses	17,111	14,722
Lease liabilities, current	4,970	3,712
Income tax payable	1,131	292
Total current liabilities	76,438	76,437
Lease liabilities, non-current	11,389	12,781
Deferred income tax liabilities, net	3,678	3,561
Warrant liabilities	22,295	93,816
Convertible senior notes, net	733,086	729,914
TOTAL LIABILITIES	846,886	916,509
Commitments (Note 13)
Stockholders’ equity:
Class A Common Stock, $0.0001 par value; 320,000,000 shares authorized; 143,201,041 and 150,598,047 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	15	16
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021	0	0
Additional paid-in capital	642,762	722,250
Accumulated other comprehensive loss	(6,725)	(1,257)
Accumulated deficit	(378,143)	(418,712)
Total stockholders’ equity	257,909	302,297
LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,104,795	$ 1,218,806

Property and Equipment, net

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, net

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


(in thousands)	Useful life (years)	September 30, 2022		December 31, 2021
Furniture and fixtures	2-7	$	4,640	$	4,074
Computers and equipment	3-5	4,600		4,010
Machinery and equipment	2-5	5,796		3,669
Autos and trucks	5	1,220		1,163
Tooling	5	594		1,389
Leasehold improvements	Shorter of remaining lease term or estimated useful life	10,127		5,086
Total property and equipment		26,977		19,391
Less: accumulated depreciation and amortization		(11,221)		(8,561)
Construction in progress		2,343		5,353
Property and equipment, net		$	18,099	$	16,183

Depreciation expense was as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	$	588	$	339	$	1,593	$	965
General and administrative	927		689		2,463		1,481
Selling and marketing	486		—		1,213		—
Total depreciation expense	$	2,001	$	1,028	$	5,269	$	2,446

Related-Party Transactions (Details)			3 Months Ended	9 Months Ended		12 Months Ended
Related-Party Transactions (Details)	May 04, 2021 USD ($) tradingDay $ / shares shares	Dec. 01, 2016 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Related Party Transaction [Line Items]
Stock issued upon conversion (in shares) \| shares	11,500,000
Payment of transaction costs	$ 57,000,000					$ 56,976,000
Private placement warrants
Related Party Transaction [Line Items]
Reverse recapitalization, contingent consideration, earnout period	30 days
Financial and management advisory services \| Affiliated entity
Related Party Transaction [Line Items]
Monitoring fee, quarterly amount		$ 125,000
Monitoring fee, percentage of preceding 12-month EBITDA		1.25%
Transaction rate	1.00%
Related party, agreement term	1 year
Related party, expiration period	12 months
Transaction amount			$ 0	$ 0	$ 200,000
Payment of transaction costs				21,000,000
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%
Miami Beach Office reimbursement expense \| Affiliated entity
Related Party Transaction [Line Items]
Transaction amount				$ 0	$ 0
Vesper Founders
Related Party Transaction [Line Items]
Reverse recapitalization, contingent consideration, earnout period	1 year
Reverse recapitalization, contingent consideration, stock price trigger (in dollars per share) \| $ / shares	$ 12.00
Reverse recapitalization, contingent consideration, threshold days \| tradingDay	20
Reverse recapitalization, contingent consideration, consecutive threshold days \| tradingDay	30
Reverse recapitalization, contingent consideration, commencement period	150 days
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%

Stockholders’ Equity	9 Months Ended
Stockholders’ Equity	Sep. 30, 2022
Equity [Abstract]
Stockholders’ Equity	Stockholders’ Equity 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 September 30, 2022 and December 31, 2021, there were 143,201,041 and 150,598,047, 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. Common Stock Repurchases On September 26, 2022, the Company’s board of directors approved a common stock repurchase program pursuant to which the Company may repurchase up to $200 million of its outstanding shares of Class A Common Stock. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or accelerated share repurchase programs. On September 27, 2022, the Company entered into an accelerated share repurchase agreement with a financial institution to repurchase a total of $100 million of Class A Common Stock. The Company made a payment of $100 million and in turn, received an initial delivery of approximately 7.7 million shares, which represented 80% of the payment amount divided by the Company’s closing stock price on September 26, 2022 and were immediately retired. The total number of shares that will be received under the accelerated share repurchase agreement will be based upon the average daily volume weighted average price of our Class A Common Stock during the repurchase period, less an agreed upon discount. The final settlement of the accelerated repurchase agreement may occur between November 28, 2022 and February 28, 2023. The accelerated share repurchase agreement is accounted for as a repurchase and retirement of shares and as an equity forward contract indexed to the Company’s Class A Common Stock. The equity forward contract is classified as an equity instrument under ASC 815 - 40, Contracts in Entity's Own Equity ("ASC 815 - 40"). The par value of the initial shares received is recorded as a reduction to the Company’s Class A Common Stock and the excess of par value is recognized as a reduction to additional paid in capital. The equity forward stock purchase contract is classified as an equity instrument and is recognized as a reduction to additional paid in capital. The initial delivery of approximately 7.7 million shares reduced the number of Class A Common Stock outstanding on the transaction date and, as a result, reduced the weighted average number of Class A Common Stock outstanding used to calculate basic income per share and diluted income per share for the three and nine month periods ended September 30, 2022. The Company performed analysis of the average of the daily volume-weighted average price of our Class A Common Stock since the transaction date and has determined, as of September 30, 2022, that the final settlement of shares of Class A Common Stock under the accelerated share repurchase agreement is anti-dilutive and therefore excluded from the calculation of diluted earnings per share. 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 September 30, 2022 and December 31, 2021, 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Equity-Based Compensation - Schedule of stock option activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Number of Options
Outstanding, beginning balance (in shares) \| shares	6,785,020
Granted (in shares) \| shares	10,500
Unvested forfeited (in shares) \| shares	(951,500)
Vested Expired (in shares) \| shares	(39,050)
Outstanding, ending balance (in shares) \| shares	5,804,970
Options exercisable (in shares) \| shares	1,293,800
Options vested and expected to vest (in shares) \| shares	5,804,970
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 15.64
Granted (in dollars per share) \| $ / shares	22.68
Unvested forfeited (in dollars per share) \| $ / shares	18.43
Vested Expired (in dollars per share) \| $ / shares	14.53
Outstanding, ending balance (in dollars per share) \| $ / shares	15.20
Options exercisable (in dollars per share) \| $ / shares	13.79
Options vested and expected to vest (in dollars per share) \| $ / shares	$ 15.20
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Options outstanding, weighted average remaining contractual term	8 years 8 months 1 day
Options exercisable, weighted average remaining contractual term	8 years 6 months 29 days
Options vested and expected to vest, weighted average remaining contractual term	8 years 8 months 1 day
Options outstanding, aggregate intrinsic value \| $	$ 0
Options exercisable, aggregate intrinsic value \| $	0
Options vested and expected to vest, aggregate intrinsic value \| $	$ 0

Long-term Debt - Schedule of long-term debt (Details) - Convertible Debt - 1.25% Convertible Senior Notes Due 2026 - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 14, 2021
Debt Instrument [Line Items]
Stated interest rate	1.25%	1.25%
Principal Amount	$ 750,000
Unamortized Issuance Costs	16,914
Net Carrying Value	733,086
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 603,750

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net Sales
Delivery Systems	$	49,094	$	36,182	$	155,524	$	96,798
Consumables	39,698		31,965		112,219		85,399
Total net sales	$	88,792	$	68,147	$	267,743	$	182,197

Description of Business (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	May 04, 2021	May 03, 2021
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%

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 04, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-39565
Entity Registrant Name	The Beauty Health Company
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1908962
Entity Address, Address Line One	2165 Spring Street
Entity Address, City or Town	Long Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90806
City Area Code	800
Local Phone Number	603-4996
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	SKIN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		143,201,041
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001818093

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Net sales	$ 88,792	$ 68,147	$ 267,743	$ 182,197
Cost of sales	27,217	22,072	82,577	57,131
Gross profit	61,575	46,075	185,166	125,066
Operating expenses:
Selling and marketing	39,767	30,451	121,055	74,530
Research and development	2,167	1,880	6,998	6,320
General and administrative	23,782	19,200	77,628	73,643
Total operating expenses	65,716	51,531	205,681	154,493
Loss from operations	(4,141)	(5,456)	(20,515)	(29,427)
Other (income) expense:
Interest expense, net	3,380	530	9,997	8,289
Other (income) expense, net	(2,509)	(24)	(3,230)	4,290
Change in fair value of warrant liabilities	(4,284)	199,306	(71,521)	271,333
Change in fair value of earn-out shares liability	0	10,575	0	47,100
Foreign currency transaction (gain) loss, net	(38)	431	1,800	663
Total other (income) expense	(3,451)	210,818	(62,954)	331,675
Income (loss) before provision for income taxes	(690)	(216,274)	42,439	(361,102)
Income tax (benefit) expense	(821)	(1,129)	1,870	(3,305)
Net income (loss)	131	(215,145)	40,569	(357,797)
Comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(1,636)	(1,537)	(5,468)	(1,818)
Comprehensive income (loss)	$ (1,505)	$ (216,682)	$ 35,101	$ (359,615)
Net income (loss) per share
Basic (in dollars per share)	$ 0.00	$ (1.63)	$ 0.27	$ (4.10)
Diluted (in dollars per share)	$ (0.03)	$ (1.63)	$ (0.20)	$ (4.10)
Weighted average common shares outstanding
Basic (in shares)	150,788,695	132,306,346	150,706,795	87,219,681
Diluted (in shares)	151,417,710	132,306,346	152,018,246	87,219,681

Business Combinations and Asset Acquisitions- Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended	9 Months Ended		12 Months Ended
	Apr. 12, 2022 USD ($) shares	May 04, 2021 USD ($) $ / shares shares	May 03, 2021 USD ($) shares	Jul. 02, 2021 USD ($) business	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) shares
Business Acquisition [Line Items]
Consideration received on transaction		$ 350,000
Common stock, conversion ratio			1
Common stock, shares issued (in shares) \| shares					143,201,041		150,598,047
Common stock, shares outstanding (in shares) \| shares		125,399,913	54,358		143,201,041		150,598,047
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		$ 900					$ 902
Working capital adjustment Class A Common Stock issued (in shares) \| shares		70,860
Cash paid for business acquisitions, net of cash acquired					$ 0	$ 22,896
Cash paid for asset acquisition					$ 1,475	$ 0
Mxt
Business Acquisition [Line Items]
Weighted average amortization period	3 years
Cash paid for asset acquisition	$ 1,500
Asset acquisition, equity consideration	$ 500
Asset acquisition, equity consideration (in shares) \| shares	28,733
Asset acquisition, contingent consideration (up to)	$ 30,000
Intangible assets acquired	1,900
Inventory acquired	$ 100
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
Shares redeemed		$ 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
HTL, Wigmore, Ecomedic and Sidermica acquisitions
Business Acquisition [Line Items]
Number of acquisitions \| business				4
Cash paid for business acquisitions, net of cash acquired				$ 23,700
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

Revenue Recognition

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The Company has determined that each of its products is distinct and represents a separate performance obligation. The customer can benefit from each product on its own or together with other resources that are readily available to the customer. The products are separately identifiable from other promises in the contract. Control over the Company’s products generally transfers to the customer upon shipment of the products from the Company’s warehouse facility. Therefore, revenue associated with product purchases is recognized at a point in time upon shipment to the intended customer. Typical payment terms provide for the customer to pay within 30 to 120 days, however, we provide an option for qualified customers to pay for delivery systems over 12 monthly installments.

Disaggregated Revenue

The Company generates revenue through manufacturing and selling Hydrafacial Delivery Systems (“Delivery Systems”). In conjunction with the sale of Delivery Systems, Hydrafacial also sells its serum solutions and consumables (collectively “Consumables”). Consumables are sold solely and exclusively by Hydrafacial 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’s revenue disaggregated by major product line consists of the following for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net Sales
Delivery Systems	$	49,094	$	36,182	$	155,524	$	96,798
Consumables	39,698		31,965		112,219		85,399
Total net sales	$	88,792	$	68,147	$	267,743	$	182,197

See Note 17 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 https://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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Business Combinations and Asset Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations and Asset Acquisitions

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.


(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

_______________

Distributor 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. Cash paid for the four distributors totaled $23.7 million.

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 Company finalized the valuation of assets acquired and liabilities assumed for the distributor acquisitions as of June 30, 2022. The following table summarizes the consideration and 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 (3)		Sidermica (4)
Consideration paid:
Cash, net of cash acquired	$	4,920	$	2,540	$	11,338	$	6,861
Class A Common Stock issued (1)	1,557		456		6,513		815

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	$	9,257
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)		(2,008)		—
Accrued and other liabilities	(802)		(317)		(340)		—
Total identifiable net assets	2,738		3,141		4,232		4,911
Goodwill	$	4,766	$	2,191	$	17,451	$	4,346

___________

(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.

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.

The operating results of the distributor acquisitions from the dates of acquisitions through September 30, 2022 are included in the Condensed Consolidated Statements of Comprehensive Income (Loss). The operating results are not material to the consolidated financial statements, and, therefore, the Company has not presented pro forma results of operations for the distributor acquisitions.

Acquisition of The Personalized Beauty Company, Inc. (“Mxt”)

On April 12, 2022, the Company, through its indirect, wholly-owned subsidiary, Edge Systems Intermediate, LLC, acquired The Personalized Beauty Company, Inc., a Delaware corporation d.b.a. Mxt. Consideration paid in the aggregate was $1.5 million plus equity consideration of $0.5 million or 28,733 shares of the Company’s Class A Common Stock. Depending on the achievement of certain revenue milestones, the former Mxt shareholders are entitled to receive up to $30 million of earnout payments. The estimated fair value of the earnout was not material as of the acquisition date and as of September 30, 2022.

The Company accounted for this transaction as an asset acquisition based on an evaluation of the U.S. GAAP guidance for business combinations and concluded that the Company acquired developed technology of $1.9 million and inventory of $0.1 million. The Company concluded that the developed technology acquired from Mxt comprised substantially all of the fair value of the gross assets acquired and that the assets acquired did not meet the definition of a business under the guidance for business combinations. The developed technology intangible asset is being amortized on a straight-line basis over 3 years and recorded in cost of sales.

Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Millions	Nov. 03, 2021 USD ($) $ / shares shares	May 04, 2021 shares	Sep. 30, 2022 shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock issued upon conversion (in shares)		11,500,000
Minimum \| Level 2 \| Exercise price \| Monte Carlo simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, measurement input			10.00
Maximum \| Level 2 \| Exercise price \| Monte Carlo simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant, measurement input			18.00
Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)			0
Warrant redemption price (in dollars per share) \| $ / shares	$ 0.10
Warrants exercised (in shares)	16,200,000
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 \| $	$ 185.4
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
Warrants exercised (in shares)	300,000
Proceeds from exercise of warrants \| $	$ 3.0

Equity-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

Compensation expense attributable to net stock-based compensation was as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	191		70		624		222
Selling and marketing	2,498		1,064		7,331		1,413
Research and development	215		70		602		103
General and administrative	4,545		3,878		12,319		6,886
Stock-based compensation expense	$	7,449	$	5,082	$	20,876	$	8,624

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

The following table summarizes the Company’s equity award activity for the nine months ended September 30, 2022:


			Weighted Average Grant Date Fair Value
	RSUs	PSUs	RSUs		PSUs
Outstanding - January 1, 2022	380,775	975,000	$	25.88	$	11.39
Granted	2,724,851	1,629,395	13.67		9.10
Vested	(187,727)	—	20.60		—
Forfeited	(388,691)	(209,738)	15.31		14.30
Outstanding - September 30, 2022	2,529,208	2,394,657	14.74		9.58

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2022:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding - January 1, 2022	6,785,020	$	15.64
Granted	10,500	22.68

Unvested Forfeited	(951,500)	18.43
Vested Expired	(39,050)	14.53
Outstanding - September 30, 2022	5,804,970	$	15.20	8.67	$	—
Options Exercisable	1,293,800	$	13.79	8.58	$	—
Options vested and expected to vest - September 30, 2022	5,804,970	$	15.20	8.67	$	—

Business Combinations and Asset Acquisitions - Schedule of reverse recapitalization shares issued (Details)	May 04, 2021 shares	May 03, 2021 shares	Sep. 30, 2022 shares	Dec. 31, 2021 shares
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	125,399,913	54,358	143,201,041	150,598,047
PIPE Shares	35,000,000
Business Combination and PIPE shares	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)

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

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

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


	Fair Value Measurements on a Recurring Basis
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	642,445	$	—	$	—	$	642,445
Liabilities

Warrant liability — Private Placement Warrants	—		22,295		—		22,295

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 September 30, 2022, 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 Condensed Consolidated Balance Sheets. The Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Company’s Condensed Consolidated Statements of Comprehensive Income (Loss). At September 30, 2022, the outstanding Private Placement Warrants was determined using their redemption value 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 2 financial instruments as of September 30, 2022. There were no Public Warrants outstanding as of September 30, 2022.

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 16.2 million outstanding Public Warrants were either exercised for cash or on a cashless basis or were redeemed. These outstanding Public Warrants that were exercised 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 Placement Warrants. Approximately 16.1 million Public Warrants 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. In 2021, total cash proceeds generated from exercises of the Public Warrants were $185.4 million. In addition, 0.3 million Private Placement Warrants were exercised in 2021 for total cash proceeds of $3.0 million. As of September 30, 2022, the Company had approximately 7 million Private Placement Warrants outstanding.

- 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

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting PoliciesInformation regarding the Company’s significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2022. New Accounting Pronouncements Not Yet Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2021-08, Business Combinations (Topic 805), which primarily relates to the accounting for contract assets and contract liabilities from contracts with customers in a business combination. The standard will be effective for annual reporting periods beginning after December 31, 2022, including interim reporting periods within those periods, with early adoption permitted. We are currently evaluating the impact of adopting this new accounting guidance on our consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ 40,569	$ (357,797)
Adjustments to reconcile net income (loss) to net cash from operating activities
Depreciation of property and equipment	5,269	2,446
Amortization of capitalized software	1,463	956
Provision for doubtful accounts	1,670	758
Non-cash lease expense	3,547	0
Amortization of intangible assets	9,600	8,384
Amortization of other assets	525	99
Amortization of deferred financing costs	0	3,005
Stock-based compensation	20,876	8,624
Loss on sale and disposal of long-lived assets	4,697	0
In-kind interest	0	4,130
Deferred income tax benefit	32	(5,330)
Change in fair value of earn-out shares liability	0	47,100
Change in fair value adjustment of warrant liabilities	(71,521)	271,333
Debt prepayment expense	0	2,014
Amortization of debt issuance costs	3,172	0
Changes in operating assets and liabilities:
Accounts receivable	(40,630)	(17,290)
Prepaid expense and other current assets	(11,157)	(4,503)
Income taxes receivable	4,434	(336)
Inventory	(69,340)	(2,499)
Other assets	(5,408)	(2,009)
Accounts payable	7,059	(8,048)
Accrued payroll and other expenses	(4,085)	15,624
Other long-term liabilities	0	(100)
Lease liabilities	(2,817)	0
Income taxes payable	838	1,799
Net cash used in operating activities	(101,207)	(31,640)
Cash flows used in investing activities:
Capital expenditures for intangible assets	(4,690)	(2,229)
Capital expenditures for property and equipment	(9,880)	(4,857)
Cash paid for business acquisitions, net of cash acquired	0	(22,896)
Cash paid for asset acquisition	(1,475)	0
Repayment of notes receivables from shareholders	0	781
Net cash used in investing activities	(16,045)	(29,201)
Cash flows from financing activities:
Repurchase of Class A Common Shares	(80,000)	0
Payment for equity forward contract in connection with accelerated share repurchase	20,000	0
Payment of contingent consideration related to acquisitions	(2,763)
Proceeds from issuance of convertible senior notes	0	750,000
Purchase of capped calls related to convertible senior notes	0	(90,150)
Proceeds from revolving facility	0	5,000
Repayment of revolving facility	0	(5,000)
Payment of debt issuance costs	0	(21,341)
Repayment of term loan	0	(225,486)
Proceeds from Business Combination, net of transaction costs (See Note 3)	0	357,802
Net cash (used in) provided by financing activities	(102,763)	770,825
Net (decrease) increase in cash and cash equivalents	(220,015)	709,984
Effect of foreign currency translation on cash	2,337	(848)
Cash and cash equivalents, beginning of period	901,886	9,486
Cash and cash equivalents, end of period	684,208	718,622
Supplemental disclosures of cash flow information and non-cash investing and financing activities:
Cash paid for interest	5,130	10,249
Common stock issued for asset acquisition	500	0
Cash (received) paid for income taxes	(2,009)	188
Capital expenditures included in accounts payable	1,755	512
Common stock issued for business acquisitions	0	1,557
Issuance of earn-out shares	0	136,575
Trade receivables due from seller	0	6,623
Notes payable to seller	0	2,153
Change in deferred tax liability due to reverse recapitalization	$ 0	$ 90

Balance Sheet Components

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Balance Sheet Components

Inventories consist of the following as of the periods indicated:


(in thousands)	September 30, 2022		December 31, 2021
Raw materials	$	26,015	$	12,024

Finished goods	75,691		23,237
Total inventories	$	101,706	$	35,261

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


(in thousands)	September 30, 2022		December 31, 2021
Accrued compensation	$	3,733	$	15,262
Accrued payroll taxes	2,109		922
Accrued benefits	5,026		3,022
Accrued sales commissions	9,782		9,456
Total accrued payroll-related expenses	$	20,650	$	28,662

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


(in thousands)	September 30, 2022		December 31, 2021
Sales and VAT tax payables	$	5,116	$	5,817
Accrued interest	4,687		2,786
Contingent consideration	—		783
Note payable due seller	2,144		2,153
Royalty liabilities	1,353		1,074
Other	3,811		2,109
Total other accrued expenses	$	17,111	$	14,722

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The income tax (benefit) expense for the three months and nine months ended September 30, 2022 is $(0.8) million and $1.9 million, respectively The income tax benefit for the three and nine months ended September 30, 2021 is $1.1 million and $3.3 million, respectively. The effective tax rate for the three and nine months ended September 30, 2022 is 119.12% and (4.41%), compared to the federal statutory rate of 21.0%, is primarily due to the exclusion from taxable income of book income from the revaluation of warrant liabilities and adjustments for various non-deductible expenses for officer’s compensation and meals and entertainment. The effective tax rate for the three and nine months ended September 30, 2021 is 0.53% and 0.92%, which is lower than the federal statutory rate of 21.0% primarily due to the increase in valuation allowance and non-deductible expense related to stock-based compensation, transaction costs and meals and entertainment. The Company has established a valuation allowance in the U.S. and Singapore against a portion of its deferred income tax assets because it is more likely than not that certain deferred tax assets will not be realized. In determining whether deferred tax assets are realizable, the Company considered numerous factors including historical profitability, the amount of future taxable income and the existence of taxable temporary differences that can be used to realize deferred tax assets. Additionally, the Company applies ASC 740, the accounting standard governing uncertainty in income taxes that prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return. The Company has gross unrecognized tax benefits of $0.1 million and $0.2 million as of September 30, 2022 and December 31, 2021, respectively. 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 Condensed Consolidated Financial Statements and related disclosures. The Inflation Reduction Act, signed into law on August 16, 2022, provides tax incentives for certain industries and imposes a 15% minimum tax on the book income of certain large corporations and a 1% excise tax on stock buybacks. The Company may be subject to the new excise tax on certain stock buybacks that occur after December 31, 2022. The Company does not anticipate a material impact from the Inflation Reduction Act on the Company's condensed consolidated financial statements.

- Definition

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

+ References

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+ Details

Segment Reporting (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Reporting (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Number of operating segments \| segment			1
Number of reportable segments \| segment			1
Net sales	$ 88,792	$ 68,147	$ 267,743	$ 182,197
Americas
Disaggregation of Revenue [Line Items]
Net sales	58,375	45,046	178,335	118,986
Asia-Pacific
Disaggregation of Revenue [Line Items]
Net sales	15,110	10,490	38,397	31,721
Europe, the Middle East and Africa
Disaggregation of Revenue [Line Items]
Net sales	$ 15,307	$ 12,611	$ 51,011	$ 31,490

- Definition

+ References

+ Details

Goodwill and Intangible Assets, net (Tables)

9 Months Ended

Sep. 30, 2022

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 September 30, 2022 were as follows:


(in thousands)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Estimated Useful Life (Years)
Trademarks	$	10,839	$	(3,950)	$	6,889	15
Non-compete agreement	758		(707)		51		3
Customer relationships	17,137		(6,132)		11,005		5-10
Developed technology	73,188		(51,825)		21,363		3-8
Patents	2,187		(385)		1,802		3-19
Capitalized software	6,706		(1,191)		5,515		3-5
Total intangible assets	$	110,815	$	(64,190)	$	46,625

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

Schedule of intangible assets amortization expense

Amortization expense was as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	$	2,245	$	2,233	$	6,864	$	6,697
General and administrative	858		500		2,356		1,464
Selling and marketing	589		770		1,843		1,193
Total amortization expense	$	3,692	$	3,503	$	11,063	$	9,354

Schedule of goodwill

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


	Nine Months Ended September 30,
(in thousands)	2022		2021
Beginning balance	$	123,694	$	98,531
Measurement period adjustments	2,154		25,304
Foreign currency translation impact	(3,100)		(970)
Ending balance	$	122,748	$	122,865

- Definition

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

+ References

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Previously reported	Retroactive application of recapitalization	Legacy Common Stock	Legacy Common Stock Previously reported	Legacy Common Stock Retroactive application of recapitalization	Legacy Preferred Stock	Legacy Preferred Stock Previously reported	Legacy Preferred Stock Retroactive application of recapitalization	Common Stock	Common Stock Previously reported	Common Stock Retroactive application of recapitalization	Additional Paid-in Capital	Additional Paid-in Capital Previously reported	Additional Paid-in Capital Retroactive application of recapitalization	Note Receivable from Stockholder	Note Receivable from Stockholder Previously reported	Note Receivable from Stockholder Retroactive application of recapitalization	Accumulated other Comprehensive Income (Loss)	Accumulated other Comprehensive Income (Loss) Previously reported	Accumulated other Comprehensive Income (Loss) Retroactive application of recapitalization	Accumulated Deficit	Accumulated Deficit Previously reported	Accumulated Deficit Retroactive application of recapitalization
Beginning balance (in shares) at Dec. 31, 2020				0	54,358	(54,358)				35,501,743	0	35,501,743
Beginning Balance (in shares) at Dec. 31, 2020							0	931	(931)
Beginning balance at Dec. 31, 2020	$ (29,960)	$ (29,960)	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 4	$ 0	$ 4	$ 13,952	$ 13,956	$ (4)	$ (554)	$ (554)	$ 0	$ 242	$ 242	$ 0	$ (43,604)	$ (43,604)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	34												34
Net income (loss)	(3,274)																					(3,274)
Foreign currency translation adjustment	(5)																		(5)
Ending balance (in shares) at Mar. 31, 2021				0						35,501,743
Ending balance (in shares) at Mar. 31, 2021							0
Ending balance at Mar. 31, 2021	(33,205)			$ 0			$ 0			$ 4			13,986			(554)			237			(46,878)
Beginning balance (in shares) at Dec. 31, 2020				0	54,358	(54,358)				35,501,743	0	35,501,743
Beginning Balance (in shares) at Dec. 31, 2020							0	931	(931)
Beginning balance at Dec. 31, 2020	(29,960)	$ (29,960)	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 4	$ 0	$ 4	13,952	$ 13,956	$ (4)	(554)	$ (554)	$ 0	242	$ 242	$ 0	(43,604)	$ (43,604)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(357,797)
Foreign currency translation adjustment	(1,818)
Ending balance (in shares) at Sep. 30, 2021				0						133,490,012
Ending balance (in shares) at Sep. 30, 2021							0
Ending balance at Sep. 30, 2021	(142,055)			$ 0			$ 0			$ 14			260,908			0			(1,576)			(401,401)
Beginning balance (in shares) at Mar. 31, 2021				0						35,501,743
Beginning Balance (in shares) at Mar. 31, 2021							0
Beginning balance at Mar. 31, 2021	(33,205)			$ 0			$ 0			$ 4			13,986			(554)			237			(46,878)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reverse recapitalization transaction, net (in shares)										89,827,310
Reverse recapitalization transaction, net	183,864									$ 9			183,301			554			0			0
Issuance of common stock pursuant to equity compensation plan (in shares)										110,726
Issuance of Class A Common Stock in connection with business acquisition	1,557												1,557
Stock-based compensation	3,508												3,508
Net income (loss)	(139,378)																					(139,378)
Foreign currency translation adjustment	(276)																		(276)
Ending balance (in shares) at Jun. 30, 2021				0						125,439,779
Ending balance (in shares) at Jun. 30, 2021							0
Ending balance at Jun. 30, 2021	$ 16,070			$ 0			$ 0			$ 13			202,352			0			(39)			(186,256)
Beginning balance (in shares) at May. 03, 2021	54,358
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reverse recapitalization transaction, net (in shares)	89,827,310
Issuance of Earn-out Shares (in shares)	35,000,000
Reverse recapitalization transaction, net (in shares)	70,860
Ending balance (in shares) at May. 04, 2021	125,399,913
Beginning balance (in shares) at Jun. 30, 2021				0						125,439,779
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock pursuant to equity compensation plan (in shares)										479,373
Issuance of Class A Common Stock in connection with business acquisition	$ 7,784												7,784
Issuance of Earn-out Shares (in shares)										7,500,000
Issuance of Earn-out Shares	136,575									$ 1			136,574
Reverse recapitalization transaction, net (in shares)										70,860
Reverse recapitalization transaction, net	(734)												(734)
Purchase of capped calls related to Convertible Senior Notes	(90,150)												(90,150)
Stock-based compensation	5,082												5,082
Net income (loss)	(215,145)																					(215,145)
Foreign currency translation adjustment	(1,537)																		(1,537)
Ending balance (in shares) at Sep. 30, 2021				0						133,490,012
Ending balance (in shares) at Sep. 30, 2021							0
Ending balance at Sep. 30, 2021	$ (142,055)			$ 0			$ 0			$ 14			260,908			$ 0			(1,576)			(401,401)
Beginning balance (in shares) at Dec. 31, 2021	150,598,047									150,598,047
Beginning Balance (in shares) at Dec. 31, 2021	0
Beginning balance at Dec. 31, 2021	$ 302,297									$ 16			722,250						(1,257)			(418,712)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of restricted stock units (in shares)										5,184
Stock-based compensation	7,049												7,049
Net income (loss)	32,507																					32,507
Foreign currency translation adjustment	(145)																		(145)
Ending balance (in shares) at Mar. 31, 2022										150,603,231
Ending balance at Mar. 31, 2022	$ 341,708									$ 16			729,299						(1,402)			(386,205)
Beginning balance (in shares) at Dec. 31, 2021	150,598,047									150,598,047
Beginning Balance (in shares) at Dec. 31, 2021	0
Beginning balance at Dec. 31, 2021	$ 302,297									$ 16			722,250						(1,257)			(418,712)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	40,569
Foreign currency translation adjustment	$ (5,468)
Ending balance (in shares) at Sep. 30, 2022	143,201,041									143,201,041
Ending balance (in shares) at Sep. 30, 2022	0
Ending balance at Sep. 30, 2022	$ 257,909									$ 15			642,762						(6,725)			(378,143)
Beginning balance (in shares) at Mar. 31, 2022										150,603,231
Beginning balance at Mar. 31, 2022	341,708									$ 16			729,299						(1,402)			(386,205)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock pursuant to equity compensation plan (in shares)										28,733
Issuance of Class A Common Stock in connection with business acquisition	500												500
Issuance of common stock pursuant to equity compensation plan (in shares)										252,536
Stock-based compensation	6,378												6,378
Shares withheld for tax withholdings on vested stock awards (in shares)										(29,475)
Shares withheld for tax withholdings on vested stock awards	(495)												(495)
Net income (loss)	7,931																					7,931
Foreign currency translation adjustment	(3,687)																		(3,687)
Ending balance (in shares) at Jun. 30, 2022										150,855,025
Ending balance at Jun. 30, 2022	352,335									$ 16			735,682						(5,089)			(378,274)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock pursuant to equity compensation plan (in shares)										64,775
Purchase of equity forward contract in connection with accelerated share repurchase	(20,000)												(20,000)
Stock-based compensation	7,449												7,449
Shares withheld for tax withholdings on vested stock awards (in shares)										(26,451)
Shares withheld for tax withholdings on vested stock awards	(370)												(370)
Repurchase and retirement of common stock (in shares)										(7,692,308)
Repurchase and retirement of common stock	(80,000)									$ (1)			(79,999)
Net income (loss)	131																					131
Foreign currency translation adjustment	$ (1,636)																		(1,636)
Ending balance (in shares) at Sep. 30, 2022	143,201,041									143,201,041
Ending balance (in shares) at Sep. 30, 2022	0
Ending balance at Sep. 30, 2022	$ 257,909									$ 15			$ 642,762						$ (6,725)			$ (378,143)

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Summary of net sales by geographic region

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Americas	$	58,375	$	45,046	$	178,335	$	118,986
Asia-Pacific	15,110		10,490		38,397		31,721
Europe, the Middle East and Africa	15,307		12,611		51,011		31,490
Total net sales	$	88,792	$	68,147	$	267,743	$	182,197