SkinHealth Systems Inc. 10-Q

Item 1. Financial Statements. THE BEAUTY HEALTH COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share amounts) (Unaudited) June 30, 2024 December 31, 2023 ASSETS Current assets: Cash, cash equivalents, and restricted cash $ 349,544 $ 523,025 Accounts receivable, net of allowances for estimated credit losses of $ 8,257 and $ 6,604 at June 30, 2024 and December 31, 2023, respectively 41,409 54,697 Inventories 77,143 91,321 Income tax receivable 401 332 Prepaid expenses and other current assets 21,129 28,877 Total current assets 489,626 698,252 Property and equipment, net 9,718 14,226 Right-of-use assets, net 14,942 12,120 Intangible assets, net 54,161 62,123 Goodwill 124,822 125,818 Deferred income tax assets, net 3,035 531 Other assets 15,529 16,043 TOTAL ASSETS $ 711,833 $ 929,113 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 26,686 $ 44,768 Accrued payroll-related expenses 17,146 22,028 Lease liabilities, current 4,278 4,598 Income tax payable 2,360 2,759 Syndeo Program reserves 912 21,009 Other accrued expenses 24,044 19,846 Total current liabilities 75,426 115,008 Lease liabilities, non-current 12,704 9,319 Deferred income tax liabilities, net 1,064 702 Warrant liabilities 976 3,555 Convertible senior notes, net 550,625 738,372 Other long-term liabilities 1,849 2,767 Total liabilities 642,644 869,723 Commitments (Note 10) Stockholders’ equity: Class A Common Stock, $ 0.0001 par value; 320,000,000 shares authorized; 123,993,785 and 122,899,002 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 12 12 Additional paid-in capital 553,420 541,281 Accumulated other comprehensive loss ( 4,899 ) ( 3,036 ) Accumulated deficit ( 479,344 ) ( 478,867 ) Total stockholders’ equity 69,189 59,390 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 711,833 $ 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net sales $ 90,594 $ 117,479 $ 171,997 $ 203,757 Cost of sales 49,654 49,603 82,696 81,777 Gross profit 40,940 67,876 89,301 121,980 Operating expenses: Selling and marketing 30,482 43,041 64,166 81,740 Research and development 1,159 2,881 3,966 5,217 General and administrative 31,410 35,100 60,271 65,479 Total operating expenses 63,051 81,022 128,403 152,436 Loss from operations ( 22,111 ) ( 13,146 ) ( 39,102 ) ( 30,456 ) Interest expense 2,452 3,429 5,481 6,846 Interest income ( 4,194 ) ( 5,717 ) ( 9,550 ) ( 10,032 ) Other income, net ( 17,319 ) ( 47 ) ( 33,406 ) ( 465 ) Change in fair value of warrant liabilities ( 4,043 ) ( 11,585 ) ( 2,579 ) ( 2,509 ) Foreign currency transaction loss (gain), net 1,144 ( 397 ) 2,441 ( 1,546 ) (Loss) income before provision for income taxes ( 151 ) 1,171 ( 1,489 ) ( 22,750 ) Income tax benefit ( 353 ) ( 2,193 ) ( 1,012 ) ( 5,855 ) Net income (loss) $ 202 $ 3,364 ( 477 ) ( 16,895 ) Comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 816 ) ( 367 ) ( 1,863 ) 521 Comprehensive (loss) income $ ( 614 ) $ 2,997 $ ( 2,340 ) $ ( 16,374 ) Net income (loss) per share Basic $ 0.00 $ 0.03 $ 0.00 $ ( 0.13 ) Diluted $ ( 0.10 ) $ 0.03 $ ( 0.20 ) $ ( 0.13 ) Weighted average common shares outstanding Basic 123,718,797 132,716,024 123,417,353 132,569,209 Diluted 141,927,750 132,716,024 143,200,221 132,569,209 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 Net income — — — — 3,364 3,364 Issuance of Common Stock pursuant to equity compensation plan 254,742 — — — — — Shares withheld for tax withholdings on vested stock awards ( 83,234 ) — ( 545 ) — — ( 545 ) Issuance of Common Stock relating to employee stock purchase plan 82,955 — 698 — — 698 Share-based compensation — — 8,524 — — 8,524 Accelerated share repurchase payment — — ( 2,240 ) — — ( 2,240 ) Foreign currency translation adjustment — — — ( 367 ) — ( 367 ) BALANCE, June 30, 2023 132,881,417 $ 14 $ 561,483 $ ( 4,009 ) $ ( 395,646 ) $ 161,842 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 Net income — — — — 202 202 Issuance of Common Stock pursuant to equity compensation plan 454,362 — — — — — Shares withheld for tax withholdings on vested stock awards ( 104,120 ) — ( 368 ) — — ( 368 ) Issuance of Common Stock relating to employee stock purchase plan 190,124 — 378 — — 378 Share-based compensation — — 6,498 — — 6,498 Foreign currency translation adjustment — — — ( 816 ) — ( 816 ) BALANCE, June 30, 2024 123,993,785 $ 12 $ 553,420 $ ( 4,899 ) $ ( 479,344 ) $ 69,189 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) Six Months Ended June 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 477 ) $ ( 16,895 ) Adjustments to reconcile net loss to net cash from operating activities Share-based compensation 13,134 12,101 Amortization of intangible assets 10,255 11,126 Depreciation of property and equipment 5,431 4,483 Amortization of other assets 1,879 1,107 Amortization of debt issuance costs 1,746 2,114 Inventory write-down 19,304 4,365 Provision for estimated credit losses 2,037 1,380 Change in fair value of warrant liabilities ( 2,579 ) ( 2,509 ) Gain on repurchase of convertible senior notes, net ( 33,411 ) — Deferred income taxes ( 2,144 ) — Other, net 7,515 1,796 Changes in operating assets and liabilities: Accounts receivable 10,499 ( 138 ) Inventories ( 6,572 ) ( 2,605 ) Prepaid expenses, other current assets, and income tax receivable 6,264 ( 12,188 ) Accounts payable, accrued expenses, and income tax payable ( 38,686 ) 9,239 Other, net ( 4,848 ) ( 4,420 ) Net cash (used for) provided by operating activities ( 10,653 ) 8,956 Cash flows from investing activities: Cash paid for intangible assets ( 3,162 ) ( 4,365 ) Cash paid for property and equipment ( 678 ) ( 3,623 ) Cash paid for asset acquisitions — ( 16,915 ) Net cash used for investing activities ( 3,840 ) ( 24,903 ) Cash flows from financing activities: Repurchase of convertible senior notes ( 156,082 ) — Payment of tax withholdings on vested stock awards ( 1,285 ) ( 2,083 ) Payment of accelerated share repurchases — ( 2,240 ) Other, net — 582 Net cash used for financing activities ( 157,367 ) ( 3,741 ) Net change in cash, cash equivalents, and restricted cash ( 171,860 ) ( 19,688 ) Effect of foreign currency translation on cash ( 1,621 ) 1,219 Cash, cash equivalents, and restricted cash beginning of period 523,025 568,197 Cash, cash equivalents, and restricted cash end of period $ 349,544 $ 549,728 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 “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”). 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. 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. 7 The Company’s revenue disaggregated by major product line consists of the following for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Net Sales Delivery Systems $ 35,209 $ 65,590 $ 70,992 $ 110,943 Consumables 55,385 51,889 101,005 92,814 Total net sales $ 90,594 $ 117,479 $ 171,997 $ 203,757 Net sales by geographic region were as follows for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Americas $ 57,731 $ 63,644 $ 108,057 $ 116,622 Asia-Pacific (“APAC”) 13,635 25,248 25,607 38,868 Europe, the Middle East and Africa (“EMEA”) 19,228 28,587 38,333 48,267 Total net sales $ 90,594 $ 117,479 $ 171,997 $ 203,757 Note 3 — Balance Sheet Components Inventories consist of the following as of the periods indicated: (in thousands) June 30, 2024 December 31, 2023 Raw materials $ 23,907 $ 24,406 Finished goods 53,236 66,915 Total inventories $ 77,143 $ 91,321 During the six months ended June 30, 2024, the Company recognized $ 19.3 million of inventory charges for discontinued, excess, obsolete inventory, including the write-down of Delivery System inventory to its net realizable value and the write-off of excess raw materials. During the six months ended June 30, 2023 , the Company recognized $ 4.4 million of inventory charges for discontinued, excess, and obsolete inventory. Accrued payroll-related expenses consist of the following as of the periods indicated: (in thousands) June 30, 2024 December 31, 2023 Accrued compensation and payroll taxes $ 9,323 $ 10,458 Accrued sales commissions 5,492 7,565 Accrued benefits 2,331 4,005 Total accrued payroll-related expenses $ 17,146 $ 22,028 Other accrued expenses consist of the following as of the periods indicated: (in thousands) June 30, 2024 December 31, 2023 Sales and VAT tax payables $ 4,798 $ 4,971 Deferred revenue 3,875 450 Royalty liabilities 3,769 3,914 Accrued interest 1,719 2,344 Other 9,883 8,167 Total other accrued expenses $ 24,044 $ 19,846 8 As of June 30, 2024 and December 31, 2023, the Company has approximately $ 9 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 June 30, 2024 and December 31, 2023 , total warranty reserve was approximately $ 7 million and $ 6 million, respectively. As of June 30, 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 June 30, 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 June 30, 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 June 30, 2024 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents, and restricted cash: Money market funds $ 282,257 $ — $ — $ 282,257 International treasuries $ — $ 3,747 $ — $ 3,747 Liabilities Warrant liability — Private Placement Warrants $ — $ — $ 976 $ 976 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 9 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 June 30, 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, net consist of the following as of the periods indicated: (in thousands) Useful life (years) June 30, 2024 December 31, 2023 Leasehold improvements Shorter of remaining lease term or estimated useful life $ 12,263 $ 12,323 Machinery and equipment 2 - 5 8,332 8,597 Furniture and fixtures 2 - 7 6,320 5,903 Computers and equipment 3 - 5 5,533 5,479 Tooling 5 1,148 887 Autos and trucks 5 194 242 Construction in progress 227 748 Total property and equipment 34,017 34,179 Less: accumulated depreciation and amortization ( 24,299 ) ( 19,953 ) Property and equipment, net $ 9,718 $ 14,226 Note 6 — Goodwill and Intangible Assets, net Goodwill The changes in the carrying value of goodwill for the six months ended June 30, 2024 is as follows (in thousands): December 31, 2023 $ 125,818 Foreign currency translation impact ( 996 ) June 30, 2024 $ 124,822 Intangible Assets, Net The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of June 30, 2024 were as follows: (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Estimated Useful Life (Years) Developed technology $ 91,629 $ ( 69,923 ) $ 21,706 3 - 10 Capitalized software 20,786 ( 6,005 ) 14,781 3 - 5 Customer relationships 18,297 ( 12,730 ) 5,567 5 - 10 Trademarks 11,588 ( 5,777 ) 5,811 15 Non-compete agreement 5,849 ( 2,133 ) 3,716 3 Patents 3,211 ( 631 ) 2,580 3 - 19 Total intangible assets $ 151,360 $ ( 97,199 ) $ 54,161 10 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 . Note 7 — Long-Term Debt Convertible Senior Notes On September 14, 2021, the Company issued an aggregate of $ 750.0 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 $ 100.0 million principal amount of Notes. The Notes issued on September 14, 2021 include the $ 100.0 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) June 30, 2024 December 31, 2023 1.25 % Convertible Notes due 2026 $ 557,700 $ 750,000 Unamortized debt issuance costs ( 7,075 ) ( 11,628 ) Net carrying value $ 550,625 $ 738,372 11 During the three months ended March 31, 2024, the Company repurchased $ 75.0 million principal amount of its Notes at a weighted-average price equal to 77 % for $ 57.8 million and recognized a net gain of $ 16.1 million, which includes $ 1.2 million of unamortized debt issuance costs related to the repurchase. Additionally, during the three months ended June 30, 2024, the Company repurchased $ 117.3 million principal amount of its Notes at a weighted-average price equal to 84 % for $ 98.3 million and recognized a net gain of $ 17.3 million, which includes $ 1.6 million of unamortized debt issuance costs related to the repurchase. The total amount paid and net gain recognized to repurchase $ 192.3 million principal amount during the six months ended June 30, 2024 was $ 156.1 million and $ 33.4 million, respectively. The net gain is included in other income, net in the Condensed Consolidated Statements of Comprehensive Income (Loss). As of June 30, 2024 and December 31, 2023 , the estimated fair value of the Notes was approximately $ 464 million and $ 558 million, respectively. The estimated fair value of the Notes was determined based on the actual bid price of the Notes on June 30, 2024 and December 31, 2023, and are classified as Level 2 within the fair value hierarchy. 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. 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 $ 50.0 million revolving credit facility with a maturity date of November 14, 2027. As of June 30, 2024, the Credit Agreement was undrawn and there was no outstanding balance under the revolving credit facility. On August 6, 2024, the Company prepaid all obligations and terminated all commitments, liabilities, and other obligations under the Credit Agreement. There were no material early termination penalties incurred in connection therewith, all outstanding obligations and commitments under the Credit Agreement were satisfied and terminated, and all related security interests and liens securing such obligations and commitments were released. 12 Note 8 — Income Taxes The Company is required to calculate its interim income tax provision using the estimated annual effective tax rate (“AETR”) method prescribed by Accounting Standards Codification (“ASC”) 740 - Income Taxes, and as such, excludes losses in jurisdictions where the Company cannot benefit in computing its worldwide AETR. A separate AETR is computed and applied to ordinary losses in the U.S. jurisdiction as required by ASC 740-270-30-36(a). For the three and six months ended June 30, 2024 , the Company recorded foreign income tax benefit of $ 0.4 million and $ 1.0 million, respectively, and U.S. income tax expense of zero . Additionally, during the three months ended June 30, 2024 , the Company recorded true-up adjustments related to foreign income tax returns filed. The Company’s effective tax rate for the three months ended June 30, 2024 was affected by a mix of ordinary losses in foreign jurisdictions that are tax-effected using a worldwide AETR of 30%, and ordinary income in the U.S. jurisdiction that was tax-effected using a separate U.S. AETR of 0%. The separate U.S. AETR differed from the U.S. federal statutory tax rate of 21% due primarily to a full valuation allowance against the Company's U.S. deferred tax assets. For the three and six months ended June 30, 2023 , the Company recorded income tax benefit of $ 2.2 million and $ 5.9 million, respectively. The estimated worldwide AETR differed from the U.S. federal statutory tax rate of 21% due primarily to losses in foreign jurisdictions that are taxed at higher rates than the U.S. federal rate, a full valuation allowance against the Company's U.S. deferred tax assets, and the impact of accounting for business combination. The Company has established a valuation allowance in the U.S. against its deferred tax assets because it is more likely than not that the 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 ASC 740, 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 $ 1.4 million and $ 1.1 million as of June 30, 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. Share-based compensation expense was as follows for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Cost of sales $ 130 $ 411 $ ( 274 ) $ 704 Selling and marketing 2,204 1,674 4,628 3,478 Research and development ( 628 ) 366 48 363 General and administrative 4,792 6,073 8,732 7,556 Total share-based compensation $ 6,498 $ 8,524 $ 13,134 $ 12,101 As of June 30, 2024 , total unrecognized compensation expense related to unvested share-based compensation totaled $ 44.8 million and is expected to be recognized over a weighted-average period of 1.9 years. 13 Note 10 — Commitments and Contingencies 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 hydrodermabrasion 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. Cartessa - Eunsung Global Corp. On June 11, 2024, Hydrafacial filed a complaint against Cartessa and its foreign manufacturer, Eunsung Global Corp., in the United States International Trade Commission. A Notice of Institution of Investigation was issued on July 11, 2024, and the investigation was assigned investigation number 337-TA-1408. In the investigation, Hydrafacial has asserted a single patent, U.S. Patent No. 11,865,287, which relates to hydrodermabrasion systems but was not asserted in the Cartessa Complaint. The investigation is in the early stages, and Hydrafacial is seeking an exclusion order preventing importation or sale of Cartessa’s hydrodermabrasion systems within the U.S. Medicreations On May 6, 2024, Hydrafacial filed a complaint against Medicreations LLC (“Medicreations”) in the United States District Court for Nevada, Case Number 2:24-cv-00855 (the “Medicreations Complaint”), for patent infringement arising from Medicreations’ sale of hydrodermabrasion systems that Hydrafacial alleged to have infringed twelve of Hydrafacial’s patents. The Medicreations Complaint is in its early stages, and Hydrafacial is seeking monetary damages and plans to vigorously pursue its claims against Medicreations. Aesthetic Management Partners On July 8, 2024, Hydrafacial filed a complaint against Aesthetic Management Partners Inc. (“Aesthetic Management Partners”) in the United States District Court for the Western District of Tennessee, Case No. 2:24-cv-02480-JPM-TMP (the “AMP Complaint”), for patent infringement arising from Aesthetic Management Partners’ sale of hydrodermabrasion systems that Hydrafacial alleged to have infringed five of Hydrafacial’s patents on its device. The AMP Complaint is in its early stages, and Hydrafacial is seeking monetary damages and plans to vigorously pursue its claims against Aesthetic Management Partners. Medical Purchasing Resource On June 4, 2024, Hydrafacial filed a complaint against Medical Purchasing Resource, LLC (“Medical Purchasing Resource”) in the United States District Court for the Central District of California, Case No. 2:24-cv-4655 (the “MPR Complaint”), for trademark infringement, false designation of origin, unfair competition, tortious interference, and other causes of action relating to Hydrafacial’s trademark rights. The MPR Complaint is in its early stages, and Hydrafacial is seeking monetary damages and plans to vigorously pursue its claims against Medical Purchasing Resource. 14 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 Health 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 9, 2024, the parties submitted a joint stipulation to the court setting forth a proposed schedule for the filing of an amended complaint and defendants’ response thereto. The proposed schedule has not yet been approved by the court. On July 1, 2024, lead plaintiffs filed a consolidated amended class action complaint asserting the same causes of action as the original complaint. 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. Consolidated Derivative Action 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. 15 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, with 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. On May 22, 2024, the parties to the Elstein Derivative Action and Montague Derivative Action submitted a Stipulation and Proposed Order Governing Consolidation, Appointment of Lead, and Deadline to Respond to Operative Complaint. On May 24, 2024, Vice Chancellor Will, who was assigned to both the Elstein Derivative Action and the Montague Derivative Action, entered the Stipulation and Order Governing Consolidation, Appointment of Lead, and Deadline to Respond to Operative Complaint (the “Consolidation Order”). Per the Consolidation Order, the Elstein Derivative Action and the Montague Derivative Action were consolidated into a single derivative action, styled In re The Beauty Health Company Consolidated Stockholder Derivative Litigation, C.A. No. 2024-0114-LWW (Del. Ch.) (the “Consolidated Derivative Action”). The Consolidation Order designated the law firms of Gainey McKenna & Egleston and Komlossy Law, P.A. as co-lead counsel for plaintiffs in the Consolidated Derivative Action, and designated the law firm of Cooch and Taylor, P.A. as Delaware counsel for plaintiffs in the Consolidated Derivative Action. Additionally, the Consolidation Order designated the complaint filed in the Elstein Derivative Action as the operative complaint for the Consolidated Derivative Action (the “Operative Complaint”), further providing that defendants are not obligated to answer or otherwise respond to the complaint filed in the Montague Derivative Action. The Consolidation Order further provided that defendants shall answer or otherwise respond to the Operative Complaint by August 25, 2024. The Company believes that the claims asserted in the Consolidated 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 Consolidated 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 BLS Investor Group LLC (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 June 30, 2024 and December 31, 2023, there were 123,993,785 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 and six months ended June 30, 2024, the Company did no t 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 June 30, 2024 and December 31, 2023 , there were no shares of preferred stock issued or outstanding. Note 13 — Net Income (Loss) Attributable to Common Stockholders 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 June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2024 2023 2024 2023 Net income (loss) available to common stockholders - basic $ 202 $ 3,364 $ ( 477 ) $ ( 16,895 ) Adjustments related to Convertible Notes (1) ( 14,651 ) — ( 27,722 ) — Net (loss) income available to common stockholders - diluted $ ( 14,449 ) $ 3,364 $ ( 28,199 ) $ ( 16,895 ) Weighted average common shares outstanding - basic 123,718,797 132,716,024 123,417,353 132,569,209 Effect of dilutive shares: Convertible Notes 18,208,953 — 19,782,868 — Weighted average common shares outstanding - diluted 141,927,750 132,716,024 143,200,221 132,569,209 Basic net income (loss) per share: $ 0.00 $ 0.03 $ 0.00 $ ( 0.13 ) Dilutive net (loss) income per share: $ ( 0.10 ) $ 0.03 $ ( 0.20 ) $ ( 0.13 ) (1) For the three and six months ended June 30, 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Convertible Notes — 23,614,425 — 23,614,425 Restricted Stock Units 7,050,916 4,518,083 7,050,916 4,518,083 Stock Options 3,617,970 4,294,507 3,617,970 4,294,507 Performance-based Restricted Stock Units 2,302,162 2,168,560 2,302,162 2,168,560 For the three and six months ended June 30, 2024 and 2023, income and shares related to the Private Placement Warrants were excluded from the calculation of diluted net (loss) income 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. In March 2024, the FASB issued ASU 2024-02 "Codification Improvements—Amendments to Remove References to the Concepts Statements." ASU 2024-02 amends the FASB Accounting Standards Codification to remove references to various FASB Concept Statements. The amendments are considered to be codification improvements only and are effective for annual periods beginning January 1, 2025, with early adoption permitted. Adoption of ASU 2024-02 is not expected to have a material impact to our consolidated financial statements or related 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 provided, 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 extended 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 June 30, 2024, the Syndeo Program is substantially complete. 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 usage for the three and six months ended June 30, 2024 (in thousands): Program liability as of December 31, 2023 $ 21,009 Usage ( 12,695 ) Program liability as of March 31, 2024 $ 8,314 Usage ( 7,402 ) Program liability as of June 30, 2024 $ 912 19