SkinHealth Systems Inc. 10-Q

Item 1. Financial Statements. THE BEAUTY HEALTH COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share amounts) (Unaudited) March 31, 2024 December 31, 2023 ASSETS Current assets: Cash, cash equivalents, and restricted cash $ 444,634 $ 523,025 Accounts receivable, net of allowances for estimated credit losses of $ 7,228 and $ 6,604 at March 31, 2024 and December 31, 2023, respectively 47,666 54,697 Inventories 95,721 91,321 Income tax receivable 1,204 332 Prepaid expenses and other current assets 25,599 28,877 Total current assets 614,824 698,252 Property and equipment, net 12,048 14,226 Right-of-use assets, net 16,383 12,120 Intangible assets, net 58,405 62,123 Goodwill 125,365 125,818 Deferred income tax assets, net 1,932 531 Other assets 15,784 16,043 TOTAL ASSETS $ 844,741 $ 929,113 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 37,312 $ 44,768 Accrued payroll-related expenses 15,456 22,028 Syndeo Program reserves 8,314 21,009 Lease liabilities, current 4,648 4,598 Income tax payable 3,443 2,759 Other accrued expenses 24,395 19,846 Total current liabilities 93,568 115,008 Lease liabilities, non-current 13,688 9,319 Deferred income tax liabilities, net 1,068 702 Warrant liabilities 5,019 3,555 Convertible senior notes, net 665,486 738,372 Other long-term liabilities 2,617 2,767 Total liabilities 781,446 869,723 Commitments (Note 10) Stockholders’ equity: Class A Common Stock, $ 0.0001 par value; 320,000,000 shares authorized; 123,453,419 and 122,899,002 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 12 12 Additional paid-in capital 546,912 541,281 Accumulated other comprehensive loss ( 4,083 ) ( 3,036 ) Accumulated deficit ( 479,546 ) ( 478,867 ) Total stockholders’ equity 63,295 59,390 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 844,741 $ 929,113 The accompanying notes are an integral part of these unaudited financial statements. 3 THE BEAUTY HEALTH COMPANY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, except for share and per share amounts) (Unaudited) Three Months Ended March 31, 2024 2023 Net sales $ 81,403 $ 86,278 Cost of sales 33,042 32,174 Gross profit 48,361 54,104 Operating expenses: Selling and marketing 33,684 38,699 Research and development 2,807 2,336 General and administrative 28,861 30,379 Total operating expenses 65,352 71,414 Loss from operations ( 16,991 ) ( 17,310 ) Interest expense 3,029 3,417 Interest income ( 5,356 ) ( 4,315 ) Other income, net ( 16,087 ) ( 418 ) Change in fair value of warrant liabilities 1,464 9,076 Foreign currency transaction loss (gain), net 1,297 ( 1,149 ) Loss before provision for income taxes ( 1,338 ) ( 23,921 ) Income tax benefit ( 659 ) ( 3,662 ) Net loss $ ( 679 ) $ ( 20,259 ) Comprehensive loss, net of tax: Foreign currency translation adjustments ( 1,047 ) 888 Comprehensive loss $ ( 1,726 ) $ ( 19,371 ) Net loss per share Basic $ ( 0.01 ) $ ( 0.15 ) Diluted $ ( 0.10 ) $ ( 0.15 ) Weighted average common shares outstanding Basic 123,120,426 132,420,762 Diluted 144,477,208 132,420,762 The accompanying notes are an integral part of these unaudited financial statements. 4 THE BEAUTY HEALTH COMPANY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except for share amounts) (Unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares Amount BALANCE, December 31, 2022 132,214,695 $ 14 $ 550,320 $ ( 4,530 ) $ ( 378,751 ) $ 167,053 Net loss — — — — ( 20,259 ) ( 20,259 ) Issuance of Common Stock pursuant to equity compensation plan 473,049 — — — — — Shares withheld for tax withholdings on vested stock awards ( 170,415 ) — ( 2,195 ) — — ( 2,195 ) Issuance of Common Stock relating to employee stock purchase plan — — 2,034 — — 2,034 Share-based compensation — — 3,577 — — 3,577 Common Stock relating to asset acquisition 109,625 — 1,310 — — 1,310 Foreign currency translation adjustment — — — 888 — 888 BALANCE, March 31, 2023 132,626,954 $ 14 $ 555,046 $ ( 3,642 ) $ ( 399,010 ) $ 152,408 BALANCE, December 31, 2023 122,899,002 $ 12 $ 541,281 $ ( 3,036 ) $ ( 478,867 ) $ 59,390 Net loss — — — — ( 679 ) ( 679 ) Issuance of Common Stock pursuant to equity compensation plan 843,950 — — — — — Shares withheld for tax withholdings on vested stock awards ( 289,533 ) — ( 1,005 ) — — ( 1,005 ) Share-based compensation — — 6,636 — — 6,636 Foreign currency translation adjustment — — — ( 1,047 ) — ( 1,047 ) BALANCE, March 31, 2024 123,453,419 $ 12 $ 546,912 $ ( 4,083 ) $ ( 479,546 ) $ 63,295 The accompanying notes are an integral part of these unaudited financial statements. 5 THE BEAUTY HEALTH COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 679 ) $ ( 20,259 ) Adjustments to reconcile net loss to net cash from operating activities Share-based compensation 6,636 3,577 Amortization of intangible assets 4,985 3,874 Depreciation of property and equipment 2,773 1,834 Amortization of other assets 890 548 Amortization of debt issuance costs 951 1,058 Inventory write-down 5,479 3,337 Provision for estimated credit losses 656 1,093 Change in fair value of warrant liabilities 1,464 9,076 Gain on repurchase of convertible senior notes, net ( 16,087 ) — Deferred income taxes ( 1,030 ) ( 279 ) Other, net 3,108 ( 515 ) Changes in operating assets and liabilities: Accounts receivable 5,879 4,793 Inventories ( 11,081 ) ( 13,905 ) Prepaid expenses, other current assets, and income tax receivable 1,936 ( 1,325 ) Accounts payable, accrued expenses, and income tax payable ( 20,786 ) ( 3,829 ) Other, net ( 1,948 ) ( 2,088 ) Net cash used for operating activities ( 16,854 ) ( 13,010 ) Cash flows from investing activities: Cash paid for intangible assets ( 1,458 ) ( 2,450 ) Cash paid for property and equipment ( 344 ) ( 2,319 ) Cash paid for asset acquisitions — ( 16,915 ) Net cash used for investing activities ( 1,802 ) ( 21,684 ) Cash flows from financing activities: Repurchase of convertible senior notes ( 57,750 ) — Payment of tax withholdings on vested stock awards ( 868 ) ( 2,195 ) Net cash used for financing activities ( 58,618 ) ( 2,195 ) Net change in cash, cash equivalents, and restricted cash ( 77,274 ) ( 36,889 ) Effect of foreign currency translation on cash ( 1,117 ) 974 Cash, cash equivalents, and restricted cash beginning of period 523,025 568,197 Cash, cash equivalents, and restricted cash end of period $ 444,634 $ 532,282 The accompanying notes are an integral part of these unaudited financial statements 6 THE BEAUTY HEALTH COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 — Description of Business The Beauty Health Company (the “Company”) is a global category-creating company focused on delivering skin health experiences that help consumers reinvent their relationship with their skin, bodies, and self-confidence. The Company and its subsidiaries design, develop, manufacture, market, and sell esthetic technologies and products. The Company’s brands are pioneers: Hydrafacial in hydradermabrasion; SkinStylus in microneedling; and Keravive in scalp health. Together, with its powerful global community of estheticians, partners, and consumers, the Company is personalizing skin health for all ages, genders, skin tones, and skin types. Historical Information The Company (f.k.a. Vesper Healthcare Acquisition Corp.) was incorporated in the State of Delaware on July 8, 2020. On May 4, 2021, we consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated December 8, 2020, by and among Vesper Healthcare Acquisition Corp. (“Vesper Healthcare”), Hydrate Merger Sub I, Inc. (“Merger Sub I”), Hydrate Merger Sub II, LLC (“Merger Sub II”), LCP Edge Intermediate, Inc., the indirect parent of HydraFacial LLC, f.k.a. Edge Systems LLC (“Hydrafacial”), and LCP Edge Holdco, LLC (“LCP,” or “Former Parent,” and, in its capacity as the stockholders’ representative, the “Stockholders’ Representative”) (the “Merger Agreement”), 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 was 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 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”). 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, 2023. Subsequent to the issuance of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023, during the quarter ended June 30, 2023, the Company identified prior period misstatements related to the elimination of intercompany balances and right of return assets. Although the Company concluded that these misstatements were not material, either individually or in the aggregate, the Company elected to revise its previously issued unaudited consolidated financial statements to correct for these misstatements. The revision of the previously issued unaudited consolidated financial statements is presented in the accompanying unaudited consolidated financial statements and related disclosures. For further detail, refer to Note 16 – Revision for Immaterial Misstatements. 7 Note 2 — Revenue The Company generates revenue through manufacturing and selling its patented hydradermabrasion delivery systems (“Delivery Systems”). In conjunction with the sale of Delivery Systems, the Company also sells single-use tips, solutions, and serums used to provide a Hydrafacial treatment that cleanses, extracts, and hydrates the skin (collectively “Consumables”). Original Consumables are sold solely and exclusively by the Company (and from authorized retailers) 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 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, reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. The Company’s revenue disaggregated by major product line consists of the following for the periods indicated: Three Months Ended March 31, (in thousands) 2024 2023 Net Sales Delivery Systems $ 35,783 $ 45,353 Consumables 45,620 40,925 Total net sales $ 81,403 $ 86,278 Net sales by geographic region were as follows for the periods indicated: Three Months Ended March 31, (in thousands) 2024 2023 Americas $ 50,326 $ 52,978 Asia-Pacific (“APAC”) 11,972 13,620 Europe, the Middle East and Africa (“EMEA”) 19,105 19,680 Total net sales $ 81,403 $ 86,278 Note 3 — Balance Sheet Components Inventories consist of the following as of the periods indicated: (in thousands) March 31, 2024 December 31, 2023 Raw materials $ 23,793 $ 24,406 Finished goods 71,928 66,915 Total inventories $ 95,721 $ 91,321 Accrued payroll-related expenses consist of the following as of the periods indicated: (in thousands) March 31, 2024 December 31, 2023 Accrued compensation and payroll taxes $ 7,296 $ 10,458 Accrued sales commissions 5,572 7,565 Accrued benefits 2,588 4,005 Total accrued payroll-related expenses $ 15,456 $ 22,028 8 Other accrued expenses consist of the following as of the periods indicated: (in thousands) March 31, 2024 December 31, 2023 Sales and VAT tax payables $ 4,328 $ 4,971 Accrued interest 4,219 2,344 Royalty liabilities 3,783 3,914 Other 12,065 8,617 Total other accrued expenses $ 24,395 $ 19,846 As of March 31, 2024 and December 31, 2023, the Company has approximately $ 12 million and $ 15 million, respectively, of non-trade receivables from certain of its manufacturing vendors resulting from the sale of components to these vendors who manufacture or assemble final products for the Company, which is included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The Company purchases components directly from suppliers and do not reflect the sale of these components to the manufacturing vendors in net sales. As of March 31, 2024 and December 31, 2023, total warranty reserve was approximately $ 7 million and $ 6 million, respectively. As of March 31, 2024, approximately $ 5 million was included in other accrued expenses and approximately $ 2 million was included in other long-term liabilities on the Condensed Consolidated Balance Sheets. As of December 31, 2023, approximately $ 4 million was included in other accrued expenses and approximately $ 2 million was included in other long-term liabilities on the Consolidated Balance Sheets. As of March 31, 2024, the Company has approximately $ 2 million in restricted cash held as collateral for the Company’s credit cards. Note 4 — Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The three levels of the fair value hierarchy are as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. As of March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents, and restricted cash: Money market funds $ 363,070 $ — $ — $ 363,070 International treasuries $ — $ 3,740 $ — $ 3,740 Liabilities Warrant liability — Private Placement Warrants $ — $ — $ 5,019 $ 5,019 9 As of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents, and restricted cash: Money market funds $ 458,676 $ — $ — $ 458,676 International treasuries $ — $ 3,777 $ — $ 3,777 Liabilities Warrant liability — Private Placement Warrants $ — $ — $ 3,555 $ 3,555 In October 2020, in connection with the consummation of Vesper Healthcare’s initial public offering, the Company issued 9,333,333 warrants to purchase shares of the Company’s Class A Common Stock at $ 11.50 per share (the “Private Placement Warrants”), to BLS Investor Group LLC. As of March 31, 2024 and December 31, 2023, the Company had approximately 7 million Private Placement Warrants outstanding for which the fair value was determined using a Monte Carlo simulation. Note 5 — Property and Equipment, net Property and equipment consist of the following as of the periods indicated: (in thousands) Useful life (years) March 31, 2024 December 31, 2023 Leasehold improvements Shorter of remaining lease term or estimated useful life $ 12,399 $ 12,323 Machinery and equipment 2 - 5 8,683 8,597 Furniture and fixtures 2 - 7 5,942 5,903 Computers and equipment 3 - 5 5,530 5,479 Tooling 5 887 887 Autos and trucks 5 199 242 Construction in progress 765 748 Total property and equipment 34,405 34,179 Less: accumulated depreciation and amortization ( 22,357 ) ( 19,953 ) Property and equipment, net $ 12,048 $ 14,226 Note 6 — Goodwill and Intangible Assets, net Goodwill The changes in the carrying value of goodwill for the three months ended March 31, 2024 is as follows (in thousands): December 31, 2023 $ 125,818 Foreign currency translation impact ( 453 ) March 31, 2024 $ 125,365 10 Intangible Assets, Net The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of March 31, 2024 were as follows: (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Estimated Useful Life (Years) Developed technology $ 91,629 $ ( 67,186 ) $ 24,443 3 - 10 Capitalized software 19,782 ( 4,899 ) 14,883 3 - 5 Customer relationships 18,620 ( 12,060 ) 6,560 5 - 10 Trademarks 11,568 ( 5,571 ) 5,997 15 Non-compete agreement 5,863 ( 1,834 ) 4,029 3 Patents 3,068 ( 575 ) 2,493 3 - 19 Total intangible assets $ 150,530 $ ( 92,125 ) $ 58,405 The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of December 31, 2023 were as follows: (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Estimated Useful Life (Years) Developed technology $ 91,629 $ ( 64,453 ) $ 27,176 3 - 10 Capitalized software 18,423 ( 4,078 ) 14,345 3 - 5 Customer relationships 18,809 ( 11,317 ) 7,492 5 - 10 Trademarks 11,521 ( 5,367 ) 6,154 15 Non-compete agreement 5,878 ( 1,530 ) 4,348 3 Patents 3,132 ( 524 ) 2,608 3 - 19 Total intangible assets $ 149,392 $ ( 87,269 ) $ 62,123 Acquisition of Esthetic Medical, Inc. and Anacapa Aesthetics LLC In February 2023, Edge Systems Intermediate, LLC, an indirect, wholly-owned subsidiary of the Company, acquired all of the outstanding shares of Esthetic Medical, Inc. (“EMI”) in exchange for (i) a cash payment of $ 11.8 million and (ii) 109,625 shares of Class A Common Stock of the Company ($ 1.3 million). In addition, Dr. Lawrence Groop (the “Seller”) is entitled to receive up to an additional $ 3.2 million in contingent consideration based upon the achievement of certain conditions defined in the purchase agreement, of which $ 1.9 million was considered probable as of the acquisition date. Applicable tax guidance was used to apply the simultaneous equation method to incrementally assign $ 4.6 million to the book value of the intangible asset in excess of the purchase price. The Company accounted for this transaction as an asset acquisition and allocated substantially all of the purchase price and the tax basis difference totaling $ 19.9 million to intangible assets, primarily related to developed technology. In July 2023, EMI obtained clearance from the U.S. Food and Drug Administration that the SkinStylus Sterilock MicroSystem is cleared for use as a treatment to improve the appearance of facial acne scars in Fitzpatrick skin types I, II, and III in adults aged 22 years and older (the “Facial Indication Approval”). Obtaining the Facial Indication Approval triggered a $ 1.3 million contingent payment made in July 2023 by the Company to the Seller, which was previously not considered probable of payment. In March 2023, the Company acquired assets from Anacapa Aesthetics LLC and recognized approximately $ 5 million of intangible assets, primarily related to non-compete agreements . 11 Note 7 — Long-term Debt Amended and Restated Credit Facility On November 14, 2022, the Company, as successor by assumption to Hydrafacial, a California limited liability company, entered into an Amended and Restated Credit Agreement (as it may be further amended, restated, supplemented or modified from time to time, the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (the “Administrative Agent”). The Credit Agreement provides for a $ 50 million revolving credit facility with a maturity date of November 14, 2027. In addition, the Company 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 March 31, 2024, the Credit Agreement remains undrawn and there is no outstanding balance under the revolving credit facility. The Credit Agreement contains various restrictive covenants subject to certain exceptions, including limitations on the Company’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 March 31, 2024, the Company was in compliance with all restricted and financial covenants of the Credit Agreement. 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 dated as of September 14, 2021, between the Company and U.S. Bank National Association, as trustee (the “Indenture”). 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 following is a summary of the Company’s Notes for the periods indicated: (in thousands) March 31, 2024 December 31, 2023 1.25 % Convertible Notes due 2026 $ 675,000 $ 750,000 Unamortized debt issuance costs ( 9,514 ) ( 11,628 ) Net carrying value $ 665,486 $ 738,372 In January 2024, the Company repurchased $ 75.0 million principal amount of its Notes at a weighted-average price equal to 77 % for $ 57.8 million resulting in a net gain of $ 16.1 million, which includes $ 1.2 million of unamortized debt issuance costs related to the repurchase. The net gain is included in other income, net in the Condensed Consolidated Statements of Comprehensive Income (Loss). Additionally, in April 2024, the Company repurchased $ 98.3 million principal amount of its Notes at a weighted-average price equal to 84 % for $ 82.4 million. In the month of May, through May 8, 2024, the Company repurchased $ 19.0 million principal amount of its Notes at a weighted-average price equal to 84 % for $ 15.9 million. As of March 31, 2024 and December 31, 2023 , the estimated fair value of the Notes was approximately $ 554 million and $ 558 million, respectively. The estimated fair value of the Notes was determined based on the actual bid price of the Notes on March 31, 2024 and December 31, 2023, and are classified as Level 2 within the fair value hierarchy. 12 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 (collectively, 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 $ 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. Note 8 — Income Taxes The income tax benefit for the three months ended March 31, 2024 is $ 0.7 million. The income tax benefit for the three months ended March 31, 2023 was $ 3.7 million. The effective tax rate for the three months ended March 31, 2024 is 49.3 % . The effective tax rate for the three months ended March 31, 2023 was 15.3 % . The effective tax rate differs from the federal statutory rate of 21% due primarily to a full valuation allowance against the Company’s U.S. deferred tax assets, foreign jurisdictions that are taxed at different rates, state taxes, and the impact of discrete items that may occur in any given year but which are not consistent from year to year. The Company has established a valuation allowance in the U.S. against a portion of its remaining deferred tax assets because it is more likely than not that certain deferred tax assets will not be realized. In determining whether deferred tax assets are realizable, the Company considers numerous factors including historical profitability, the amount of future taxable income and the existence of taxable temporary differences that can be used to realize deferred tax assets. The Company applies Accounting Standards Codification 740 – Income Taxes, the accounting standard addressing the accounting for uncertainty in income taxes, which 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 $ 0.3 million and $ 1.1 million as of March 31, 2024 and December 31, 2023, respectively. Note 9 — Share-Based Compensation The Company has various stock compensation plans, which are more fully described in Part II, Item 8 "Financial Statements and Supplementary Data—Note 13 to the Consolidated Financial Statements—Equity-Based Compensation" in the Company’s 2023 Annual Report on Form 10-K. Under the Beauty Health Company 2021 Incentive Award Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other stock or cash-based awards to eligible service providers. Additionally, the Company maintains the Employee Stock Purchase Plan for employees located in the United States, whereby eligible employees can have up to 10 % of their earnings withheld, subject to certain maximums, to be used to purchase shares of the Company’s Class A Common Stock at certain purchase dates. 13 Share-based compensation expense was as follows for the periods indicated: Three Months Ended March 31, (in thousands) 2024 2023 Cost of sales $ ( 404 ) $ 293 Selling and marketing 2,424 1,804 Research and development 676 ( 2 ) General and administrative 3,940 1,482 Total share-based compensation $ 6,636 $ 3,577 As of March 31, 2024 , total unrecognized compensation expense related to unvested share-based compensation totaled $ 36.7 million and is expected to be recognized over a weighted-average period of 1.5 years. Note 10 — Commitments and Contingencies Ageless On October 21, 2020, Hydrafacial filed a complaint (the “California Complaint”) against Ageless Serums LLC (“Ageless”) in the United States District Court for the Central District of California, Western Division, captioned Edge Systems LLC v. Ageless Serums LLC, Case No. 2:20-cv-09669-FMO-PVC (the “California Case”), for various claims, including contributory trademark infringement, false designation of origin, induced breach of contract, tortious interference with contractual relations, and unfair competition. In the California Complaint, Hydrafacial alleged that Ageless is selling its serums to Hydrafacial customers and intentionally encouraging those customers to market treatments performed by such customers as “Hydrafacial Treatments,” in violation of the customers’ license agreements with Hydrafacial and that Ageless is improperly marketing its products for use as part of the Hydrafacial treatment. Hydrafacial sought monetary damages and injunctive relief from Ageless in the California Case. Additionally, on December 22, 2020, Hydrafacial filed a complaint (the “Texas Complaint”) against Ageless in the United States District Court for the Southern District of Texas, Houston Division, captioned Edge Systems LLC v. Ageless Serums LLC, Case No. 4:20-cv 04335 (the “Texas Case”), alleging infringement of six of Hydrafacial’s patents. Hydrafacial sought monetary damages and injunctive relief from Ageless in the Texas Case. On November 30, 2020, Ageless answered the California Complaint and asserted counterclaims for violation of antitrust, California statutory and common law unfair competition, false advertising, defamation, and tortious interference with prospective and actual economic advantage. On July 12, 2021, Ageless answered the Texas Complaint and asserted similar counterclaims as those in the California Case. On May 5, 2022, Ageless filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Houston Bankruptcy Court”), and the California Case and Texas Case were thus stayed under 11 U.S.C. Section 362(a)(1). On September 7, 2022, Hydrafacial filed a proof of claim, asserting general unsecured claim for damages arising from claims alleged in the California Case and Texas Case. On January 4, 2023, Hydrafacial filed an Objection to the Confirmation of Debtor’s Subchapter V Plan of Reorganization and Brief in Support. On March 8, 2023, Hydrafacial and Ageless engaged in mediation to settle the claims alleged in the California Case and Texas Case. Ultimately, Hydrafacial and Ageless reached a tentative settlement agreement of all claims alleged in the California Case and Texas Case. On September 18, 2023, Ageless filed the Debtor’s Third Amended Subchapter V Plan of Reorganization (the “Plan”). The Plan incorporated the material terms of the settlement that Hydrafacial and Ageless reached at the mediation. Under the Plan, Ageless was required to pay to Hydrafacial $ 0.1 million on or before October 15, 2023 and tender thirteen (13) subsequent quarterly payments, each consisting of $ 0.1 million, for a total of $ 1.4 million. Ageless also agreed to various sales and marketing conditions that restrict Ageless from selling to Hydrafacial’s customers that use Hydrafacial’s service mark to provide hydradermabrasion treatments. Ageless agreed to other covenants that are contained in Article VIII of the Plan. The Plan also includes mutual releases between Hydrafacial and Ageless. The Plan includes remedies for Hydrafacial’s benefit in the event that Ageless defaults on any of its material obligations under the Plan. 14 The Houston Bankruptcy Court considered confirmation of the Plan at a hearing held on September 22, 2023, and Hydrafacial expressed its support of the Plan at the hearing. The Houston Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Debtor’s Third Amended Plan of Reorganization on September 22, 2023. The Plan contains various conditions precedent to the effectiveness of the Plan that are contained in Article X of the Plan. The Plan required Hydrafacial to dismiss the California Case and the Texas Case within ten (10) days of the occurrence of the effective date of the Plan. On October 13, 2023, Ageless tendered its initial payment of $ 0.1 million to Hydrafacial pursuant to the terms and conditions of the Plan. On February 2, 2024, all claims, counterclaims, and defenses in the California Case and the Texas Case were dismissed with prejudice. Cartessa On December 14, 2020, Hydrafacial filed a complaint (the “Cartessa Complaint”) against Cartessa Aesthetics, LLC (“Cartessa”) in the United States District Court for the Eastern District of New York (the “New York Court”), captioned Edge Systems LLC v. Cartessa Aesthetics, LLC, Case No. 1:20-cv-6082, for patent infringement arising from Cartessa’s sale of Cartessa’s hydradermabrasion system that Hydrafacial alleged has infringed five of Hydrafacial’s patents on its device. Hydrafacial narrowed its allegation in the Cartessa Complaint to assert infringement of just four of its patents. On September 15, 2022, the New York Court granted Hydrafacial’s Motion for Summary Judgment of No Unclean Hands and denied Cartessa’s Motion for Summary Judgment of non-infringement on three of the four patents-in-suit. On June 6, 2023, the New York Court granted Hydrafacial’s Motion for Summary Judgment of No Invalidity of the fourth patent-in-suit and granted Cartessa’s Motion for Summary Judgment of non-infringement of that same patent. As of the date of this report, Hydrafacial and Cartessa are awaiting the New York Court to set a trial date on Hydrafacial’s remaining three patents-in-suit in the Cartessa Complaint. Hydrafacial is seeking monetary damages and plans to vigorously pursue its claims against Cartessa. Hydrafacial also plans to appeal the New York Court’s grant of Cartessa’s Motion for Summary Judgment. Securities Class Action On November 16, 2023, a putative class action was filed in the United States District Court for the Central District of California against the Company, its then-current president and chief executive officer, Andrew Stanleick, its former chief financial officer, Liyuan Woo, and its current chief financial officer, Michael Monahan. The complaint, styled, Abduladhim A. Alghazwi, individually and on behalf of all others similarly situated, v. The Beauty Healthy Company, Andrew Stanleick, Liyuan Woo, and Michael Monahan, Case No. 2:23-cv-09733 (C.D. Ca.) (the “Securities Class Action”), asserts claims for violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder against all defendants (First Claim), and violation of Section 20(a) of the Exchange Act against the individual defendants (Second Claim). The complaint alleges that, between May 10, 2022 and November 13, 2023, defendants materially misled the investing public by publicly issuing false and/or misleading statements and/or omissions relating to Hydrafacial's business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices. The relief sought in the complaint includes a request for compensatory damages suffered by the plaintiff and other members of the putative class for damages allegedly sustained as a result of the alleged securities violations. On January 16, 2024, putative class members Jeff and Kevin Brown (the “Browns”), Priscilla and Martjn Dijkgraaf (the “Dijkgraafs”), and Joseph Jou filed three competing motions for appointment as lead plaintiff under the Private Securities Litigation Reform Act (“PSLRA”), 17 U.S.C. § 78u-4(a)(3). On January 31, 2024, Joseph Jou filed a notice of non-opposition to the Browns’ and Dijkgraafs’ motions for appointment as lead plaintiff. On May 2, 2024, the court granted the Dijkgraafs’ motion for appointment as lead plaintiff and approved the Dijkgraafs’ counsel, Hagens Berman, as lead counsel. On May 8, 2024, the parties met and conferred to discuss a proposed schedule for the filing of a consolidated, amended complaint and defendants’ response(s) thereto. The Securities Class Action case is assigned to U.S. District Judge Sherilyn Peace Garnett. The Company believes that the claims asserted in the Securities Class Action have no merit and intends to vigorously defend them. The Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with these claims, and, accordingly, it has not accrued any liability associated with the Securities Class Action. 15 Derivative Action - Margie Elstein On February 8, 2024, a derivative complaint was filed in the Delaware Court of Chancery against the Company’s former president and chief executive officer, Andrew Stanleick; its former chief financial officer, Liyuan Woo, and current members of the Company’s board of directors (the “Board of Directors”): Brenton Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle Kerrick, Brian Miller, and Doug Schillinger, with the Company as the nominal defendant. The complaint, styled Margie Elstein, derivatively on behalf of The Beauty Health Company v. Brenton Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle C. Kerrick, Brian Miller, Doug Schillinger Andrew Stanleick, and Liyuan Woo, C.A. No. 2024-0114-LWW (Del. Ch.) (the “Elstein Derivative Action”), asserts a single claim for breach of fiduciary duty against the individual defendants based on the alleged disclosure of knowingly false information and/or the alleged failure to respond to red flags relating to Hydrafacial’s business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices. The plaintiff-stockholder further maintains that no demand was made upon the Company’s Board of Directors prior to the initiation of the Elstein Derivative Action based on allegations that a majority of the Board of Directors was not disinterested or independent with respect to the fiduciary duty claim, such that demand should be excused as futile. The relief sought in the complaint includes a finding of demand futility, a finding that the individual defendants are liable for breaching their fiduciary duties (as current/former officers and directors), and an award of compensatory damages for harm suffered by the Company and its stockholders for harm allegedly sustained as a result of the alleged fiduciary duty violation. The Elstein Derivative Action has been assigned to Vice Chancellor Lori Will. The Company believes that the claims asserted in the Elstein Derivative Action have no merit and intends to vigorously defend them. The Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with these claims, and, accordingly, it has not accrued any liability associated with the Elstein Derivative Action. Derivative Action - Richard Montague On May 1, 2024, a derivative complaint was filed in the Delaware Court of Chancery against the Company’s former president and chief executive officer, Andrew Stanleick; its former chief financial officer, Liyuan Woo, and current members of the Company’s Board of Directors: Brent Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle Kerrick, Brian Miller, and Doug Schillinger, the Company as the nominal defendant. The complaint, styled Richard Montague, derivatively on behalf of The Beauty Health Company v. Andrew Stanleick, Liyuan Woo, Brent Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle C. Kerrick, Brian Miller, and Doug Schillinger, C.A. No. 2024-0463-LWW (Del. Ch) (the “Montague Derivative Action”), asserts claims for (i) breach of fiduciary duty, (ii) gross mismanagement, (iii) waste of corporate assets, (iv) unjust enrichment, and (v) aiding and abetting against the individual defendants based on allegations that the individual defendants made materially false and/or misleading statements, as well as failing to disclose material adverse facts about the Company’s business, operations, and prospects, specifically relating to the Syndeo 1.0 and 2.0 devices. The relief sought in the Montague Derivative Action includes (a) awarding damages for harm suffered by the Company allegedly sustained as a result of the individual defendants’ alleged breach of fiduciary duties, gross mismanagement, waste of corporate assets, and unjust enrichment, (b) awarding damages for harm suffered by the Company allegedly sustained as a result of the Company’s directors’ alleged aiding and abetting of breaching their fiduciary duties, (c) directing the Company to reform and improve its corporate governance and internal procedures, to comply with its existing governance obligations and all applicable laws, and to protect its investors from a recurrence of the alleged damaging events, and (d) awarding the plaintiff-stockholder the costs and disbursements of the Montague Derivative Action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. The Company believes that the claims asserted in the Montague Derivative Action have no merit and intends to vigorously defend them. The Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with these claims, and, accordingly, it has not accrued any liability associated with the Montague Derivative Action. Securities and Exchange Commission ( the “ SEC”) Subpoena The Division of Enforcement of the SEC has issued a subpoena in connection with a formal order of investigation of the Company seeking documents and information from us. The Company is in the process of responding to the subpoena and intends to fully cooperate with the SEC investigation. We cannot predict the duration, scope, or outcome of this matter at this time. 16 Note 11 — 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 shares of Class A Common Stock or any other equity securities (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 shares of Class B common stock (the “Founder Shares”) that were owned by the Sponsor and converted into shares of Class A Common Stock 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 its 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. 17 Note 12 — 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 March 31, 2024 and December 31, 2023, there were 123,453,419 and 122,899,002 , respectively, of Class A Common Stock issued and outstanding. The Company has not declared or paid any dividends with respect to its Class A Common Stock . Common Stock Repurchases On September 12, 2023, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $ 100.0 million of the Company’s 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, transactions structured through investment banking institutions, or a combination of the foregoing. Under this share repurchase program, for the year ended December 31, 2023, the Company repurchased and retired 10.4 million shares for $ 30.2 million excluding taxes. During the three months ended March 31, 2024, the Company did not repurchase any shares of its common stock. 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 March 31, 2024 and December 31, 2023 , there were no shares of preferred stock issued or outstanding. Note 13 — Net Loss Attributable to Common Stockholders The following table sets forth the calculation of both basic and diluted net loss per share as follows for the periods indicated: Three Months Ended March 31, (in thousands, except share and per share amounts) 2024 2023 Net loss available to common stockholders - basic $ ( 679 ) $ ( 20,259 ) Adjustments related to Convertible Notes (1) ( 13,072 ) — Net loss available to common stockholders - diluted $ ( 13,751 ) $ ( 20,259 ) Weighted average common shares outstanding - basic 123,120,426 132,420,762 Effect of dilutive shares: Convertible Notes 21,356,782 — Weighted average common shares outstanding - diluted 144,477,208 132,420,762 Basic net loss per share: $ ( 0.01 ) $ ( 0.15 ) Diluted net loss per share: $ ( 0.10 ) $ ( 0.15 ) (1) For the three months ended March 31, 2024, the adjustments related to Convertible Notes include the net gain on repurchase offset by interest expense and amortization of debt issuance costs related to our Notes (net of taxes). 18 The following shares have been excluded from the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive: Three Months Ended March 31, 2024 2023 Convertible Notes — 23,614,425 Restricted Stock Units 4,133,118 3,855,757 Stock Options 3,671,120 4,852,995 Performance-based Restricted Stock Units 1,179,487 1,997,512 For the three months ended March 31, 2024 and 2023, income and shares related to the Private Placement Warrants were excluded from the calculation of diluted net loss per common share because their effect would be antidilutive. Note 14 — New Accounting Pronouncements In November 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. Note 15 — Syndeo Program To stand behind its commitment to its customers and protect the Company’s brand reputation, during October 2023, the Company’s management decided that, with respect to Syndeo devices, the Company will only market and sell Syndeo 3.0 devices. The Company will provide, at no cost to the customer, the option of (i) a technician upgrade to their Syndeo 1.0 or 2.0 devices to 3.0 standards in the field; or (ii) a replacement Syndeo 3.0 device for their existing device (the “Syndeo Program”). Additionally, the Company will extend the customer’s warranty by one year for each system from the date it was either brought to the 3.0 standards or the customer received a Syndeo 3.0 device. As of December 31, 2023, the Company accrued costs of $ 21.0 million, primarily for the estimated cost to remediate, upgrade or exchange the remaining Syndeo 1.0 and 2.0 builds. The following table summarizes the Syndeo Program charges and usage for the three months ended March 31, 2024 (in thousands): Program liability as of December 31, 2023 $ 21,009 Usage ( 12,695 ) Program liability as of March 31, 2024 $ 8,314 19 Note 16 — Revision for Immaterial Misstatements As disclosed in Note 1 – Description of Business, subsequent to the issuance of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023, during the quarter ended June 30, 2023, the Company identified misstatements related to the elimination of intercompany balances and right of return assets. Although the Company concluded that these misstatements were not material, either individually or in the aggregate, the Company elected to revise its previously issued consolidated financial statements to correct for these misstatements. The revision to the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) and Condensed Consolidated Statements of Cash Flows and related disclosures in Note 13 – Net Loss Attributable to Common Stockholders are detailed in the tables below. As of December 31, 2022 and March 31, 2023, accumulated deficit was overstated $ 2.8 million and $ 4.7 million, respectively, and as such, previously reported stockholders’ equity of $ 164.3 million and $ 147.7 million was revised to $ 167.1 million and $ 152.4 million, respectively. There were no other changes to the unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) that have not otherwise been reflected in the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) as detailed in the tables below. Three Months Ended March 31, 2023 Condensed Consolidated Statement of Comprehensive Income (Loss) (in thousands, except per share amounts) As Previously Reported Adjustment As Revised Foreign currency transaction loss (gain), net $ 877 $ ( 2,026 ) $ ( 1,149 ) Loss before provision for income taxes $ ( 25,947 ) $ 2,026 $ ( 23,921 ) Net loss $ ( 22,285 ) $ 2,026 $ ( 20,259 ) Comprehensive loss $ ( 21,397 ) $ 2,026 $ ( 19,371 ) Net loss per share - Basic $ ( 0.17 ) $ 0.02 $ ( 0.15 ) Net loss per share - Diluted $ ( 0.17 ) $ 0.02 $ ( 0.15 ) Three Months Ended March 31, 2023 Condensed Consolidated Statement of Cash Flows (in thousands) As Previously Reported Adjustment As Revised Net loss $ ( 22,285 ) $ 2,026 $ ( 20,259 ) Adjustments to reconcile net loss to net cash from operating activities: Other, net $ 1,511 $ ( 2,026 ) $ ( 515 ) Change in operating assets and liabilities: Inventories $ ( 15,771 ) $ 1,866 $ ( 13,905 ) Prepaid expenses, other current assets, and income tax receivable $ ( 203 ) $ ( 1,122 ) $ ( 1,325 ) Accounts payable, accrued expenses, and income tax payable $ ( 3,085 ) $ ( 744 ) $ ( 3,829 ) 20