SkinHealth Systems Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Index to Consolidated Financial Statements Page Report of Independent Registered Accounting Firm (PCAOB ID No. 34 ) 79 Consolidated Balance Sheets 81 Consolidated Statements of Comprehensive Loss 82 Consolidated Statements of Stockholders’ Deficit 83 Consolidated Statements of Cash Flows 84 Notes to Consolidated Financial Statements 86 78 Table of Con tents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of The Beauty Health Company Long Beach, California Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Beauty Health Company and its consolidated subsidiaries ("Company") as of December 31, 2021 and 2020, the related consolidated statements of comprehensive loss, stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Emphasis of Matter As discussed in Note 1 and Note 3 to the financial statements, the Company consummated a merger on May 4, 2021, which has been accounted for as a reverse recapitalization. The Company’s common stock was adjusted retroactively to give effect to the exchange ratio. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Convertible Senior Notes and Capped Call Transactions — Refer to Notes 2 and 10 to the financial statements Critical Audit Matter Description In September 2021, the Company issued an aggregate of $750 million in principal amount of its 1.25% Convertible Senior Notes due 2026 (the “Notes”), which, upon conversion, permit the Company to pay or deliver cash, shares of its common stock, or a combination of cash and shares of common stock at the Company’s election. In connection with the offering of the Notes, the Company entered into separate capped call transactions (the “Capped Call Transactions”), to reduce potential dilution to the Company’s common stock or offset any cash payments the Company may make in excess of the principal amount upon conversion of the Notes. 79 Table of Con tents Auditing the Company’s accounting for the Notes and Capped Call Transactions was complex due to the significant accounting judgments made by management in determining the balance sheet classification of the Capped Call Transactions, the identification of the features within the Notes that may require bifurcation, and the identification of whether any derivatives that required separate accounting under applicable accounting guidance were present in the Notes and Capped Call Transactions. Significant audit effort by specialized and experienced individuals was required given the complexity of the accounting guidance. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to accounting for the Convertible Senior Notes and Capped Call Transactions included the following, among others: • We read the underlying agreements and evaluated the Company’s accounting analysis of the initial accounting of the Notes and Capped Call Transactions, including the determination of the balance sheet classification, identification of the features requiring bifurcation and separate accounting, and identification of any derivatives included in the arrangements. • With the assistance of professionals in our firm having expertise in convertible notes, capped call transactions, and Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging , we evaluated the Company’s conclusions regarding the accounting guidance and treatment of the Notes and Capped Call Transactions. /s/ Deloitte & Touche LLP Los Angeles, California March 1, 2022 We have served as the Company's auditor since 2020. 80 Table of Con tents THE BEAUTY HEALTH COMPANY CONSOLIDATED BALANCE SHEETS (in thousands, except for share amounts) December 31, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 901,886 $ 9,486 Accounts receivable, net of allowances for doubtful accounts of $ 2,681 and $ 2,032 at December 31, 2021 and December 31, 2020, respectively 46,824 18,576 Prepaid expenses and other current assets 12,322 3,220 Income tax receivable 4,599 4,611 Inventories 35,261 23,202 Total current assets 1,000,892 59,095 Property and equipment, net 16,183 9,191 Right-of-use assets, net 14,992 — Intangible assets, net 56,010 50,935 Goodwill 123,694 98,531 Deferred income tax assets, net 330 270 Other assets 6,705 4,813 TOTAL ASSETS $ 1,218,806 $ 222,835 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 29,049 $ 18,485 Accrued payroll-related expenses 28,662 9,475 Other accrued expenses 14,722 2,458 Lease liabilities, current 3,712 — Income tax payable 292 — Current portion of long-term debt due to related parties — 512 Total current liabilities 76,437 30,930 Other long-term liabilities — 1,854 Lease liabilities, non-current 12,781 — Long-term debt due to related parties, net of current portion — 216,024 Deferred income tax liabilities, net 3,561 3,987 Warrant liabilities 93,816 — Convertible senior notes, net 729,914 — TOTAL LIABILITIES 916,509 252,795 Commitments (Note 14) Stockholders’ equity (deficit): Class A Common Stock, $ 0.0001 par value; 320,000,000 shares authorized; 150,598,047 and 35,501,743 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively 16 4 Preferred Stock, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and December 31, 2020 — — Additional paid-in capital 722,250 13,952 Note receivable from stockholder — ( 554 ) Accumulated other comprehensive (loss) income ( 1,257 ) 242 Accumulated deficit ( 418,712 ) ( 43,604 ) Total stockholders’ equity (deficit) 302,297 ( 29,960 ) LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 1,218,806 $ 222,835 The accompanying notes are an integral part of these financial statements. 81 Table of Con tents THE BEAUTY HEALTH COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except for share and per share amounts) Year Ended December 31, 2021 2020 2019 Net sales $ 260,086 $ 119,092 $ 166,623 Cost of sales 78,259 51,893 60,111 Gross profit 181,827 67,199 106,512 Operating expenses: Selling and marketing 111,583 50,323 61,774 Research and development 8,195 3,409 4,614 General and administrative 98,688 30,649 26,662 Total operating expenses 218,466 84,381 93,050 (Loss) income from operations ( 36,639 ) ( 17,182 ) 13,462 Other (income) expense: Interest expense, net 11,777 21,275 17,092 Other expense (income), net 4,450 47 ( 535 ) Change in fair value of warrant liabilities 277,315 — — Change in fair value of earn-out shares liability 47,100 — — Foreign currency transaction loss (gain), net 69 ( 21 ) ( 160 ) Total other expense 340,711 21,301 16,397 Loss before provision for income taxes ( 377,350 ) ( 38,483 ) ( 2,935 ) Income tax benefit ( 2,242 ) ( 9,308 ) ( 1,297 ) Net loss $ ( 375,108 ) $ ( 29,175 ) $ ( 1,638 ) Comprehensive loss, net of tax: Foreign currency translation adjustments ( 1,499 ) 79 33 Comprehensive loss $ ( 376,607 ) $ ( 29,096 ) $ ( 1,605 ) Net loss per share – basic and diluted $ ( 3.67 ) $ ( 0.85 ) $ ( 0.05 ) Weighted average common shares outstanding – basic and diluted 102,114,949 34,293,271 32,136,203 The accompanying notes are an integral part of these financial statements. 82 Table of Con tents THE BEAUTY HEALTH COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except for share amounts) Legacy Common Stock Legacy Preferred Stock Common Stock Additional Paid-in Capital Note Receivable from Stockholder Accumulated other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’Equity (Deficit) Shares Amount Shares Amount Shares Amount BALANCE, December 31, 2018 49,205 $ — 935 $ — — $ — $ 13,644 $ ( 554 ) $ ( 5 ) $ ( 12,791 ) $ 294 Retroactive application of recapitalization ( 49,205 ) — ( 935 ) — 32,136,203 3 ( 3 ) — — — — Adjusted balance, beginning of period — — — — 32,136,203 3 13,641 ( 554 ) ( 5 ) ( 12,791 ) 294 Stock-based compensation — — — — — — 103 — — — 103 Net loss — — — — — — — — — ( 1,638 ) ( 1,638 ) Foreign currency translation adjustment — — — — — — — — 33 — 33 BALANCE, December 31, 2019 — $ — — $ — 32,136,203 $ 3 $ 13,744 $ ( 554 ) $ 28 $ ( 14,429 ) $ ( 1,208 ) Issuance of shares — — — — 3,482,446 1 ( 1 ) — — — — Repurchases of shares — — — — ( 116,906 ) — ( 154 ) — — — ( 154 ) Stock-based compensation — — — — — — 363 — — — 363 Net loss — — — — — — — — — ( 29,175 ) ( 29,175 ) Foreign currency translation adjustment — — — — — — — — 214 — 214 BALANCE, December 31, 2020 — $ — — $ — 35,501,743 $ 4 $ 13,952 $ ( 554 ) $ 242 $ ( 43,604 ) $ ( 29,960 ) Issuance of Class A Common Stock in connection with business acquisitions — — — — 590,099 — 9,341 — — — 9,341 Issuance of earn-out shares — — — — 7,500,000 1 136,574 — — — 136,575 Issuance of common stock for settlement of restricted stock units — — — — 30,963 — — — — — — Shares canceled for tax withholdings on vested restricted stock units — — — — ( 6,812 ) — — — — — — Reverse recapitalization transaction, net — — — — 89,898,170 9 182,397 554 — — 182,960 Purchase of capped calls related to Convertible Senior Notes — — — — — — ( 90,150 ) — — — ( 90,150 ) Issuance of Class A Common Stock in connection with the Public and Private Warrant exercises — — — — 17,083,884 2 457,718 — — — 457,720 Stock-based compensation — — — — — — 12,418 — — — 12,418 Net loss — — — — — — — — — ( 375,108 ) ( 375,108 ) Foreign currency translation adjustment — — — — — — — — ( 1,499 ) — ( 1,499 ) BALANCE, December 31, 2021 — $ — — $ — 150,598,047 $ 16 $ 722,250 $ — $ ( 1,257 ) $ ( 418,712 ) $ 302,297 The accompanying notes are an integral part of these financial statements. 83 Table of Con tents THE BEAUTY HEALTH COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: Net loss $ ( 375,108 ) $ ( 29,175 ) $ ( 1,638 ) Adjustments to reconcile net loss to net cash from operating Depreciation of property and equipment 4,486 2,552 1,375 Provision for doubtful accounts 854 1,442 659 Amortization of right-of-use assets 3,352 — — Amortization of intangible assets 13,297 11,849 12,506 Amortization of other assets 147 132 63 Amortization of deferred financing costs 4,061 1,515 1,365 Stock-based compensation 12,418 363 103 Amortization of unfavorable lease terms — ( 36 ) ( 144 ) Write-off of unfavorable lease — ( 384 ) — (Gain) Loss on sale and disposal of assets — 110 — In-kind interest 4,130 6,119 — Deferred income tax benefit ( 3,763 ) ( 4,341 ) ( 4,649 ) Change in fair value of earn-out shares liability 47,100 — — Change in fair value adjustment of warrant liabilities 277,315 — — Debt prepayment expense 2,014 — — Changes in operating assets and liabilities: Accounts receivable ( 31,013 ) 3,701 ( 11,048 ) Prepaid expense and other current assets ( 5,434 ) 489 ( 1,116 ) Income taxes receivable 35 ( 4,611 ) — Inventory ( 9,443 ) ( 3,211 ) ( 4,769 ) Other assets ( 6,129 ) ( 2,286 ) ( 692 ) Accounts payable 10,523 4,889 4,311 Accrued payroll and other expenses 24,784 ( 118 ) 2,765 Other long-term liabilities — 1,529 119 Lease liabilities ( 1,393 ) — — Income taxes payable ( 594 ) ( 2,964 ) 2,518 Net cash (used in) provided by operating activities ( 28,361 ) ( 12,436 ) 1,728 Cash flows used in investing activities: Cash paid for business acquisitions, net of cash acquired ( 22,896 ) — ( 2,058 ) Repayment of notes receivables from shareholders 781 — — Capital expenditures for intangible assets ( 4,415 ) ( 316 ) ( 1,648 ) Capital expenditures for property and equipment ( 11,201 ) ( 3,501 ) ( 8,774 ) Net cash used in investing activities ( 37,731 ) ( 3,817 ) ( 12,480 ) 84 Table of Con tents THE BEAUTY HEALTH COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) Year Ended December 31, 2021 2020 2019 Cash flows from financing activities: Proceeds from issuance of convertible senior notes 750,000 — — Purchase of capped calls related to convertible senior notes ( 90,150 ) — — Repurchase of shares — ( 154 ) — Proceeds from exercise of warrants 188,378 — — Proceeds from revolving facility 5,000 6,500 18,500 Repayment of revolving facility ( 5,000 ) ( 15,000 ) ( 12,000 ) Proceeds from term loan — 30,000 10,000 Payment of debt issuance costs ( 21,341 ) ( 77 ) ( 150 ) Repayment of term loan ( 225,486 ) ( 1,772 ) — Deferred payment for acquisition — ( 901 ) — Proceeds from Business Combination, net of transaction costs (See Note 3) 357,634 — ( 1,772 ) Payments for transaction costs — ( 323 ) — Net cash provided by financing activities 959,035 18,273 14,578 Net increase in cash and cash equivalents 892,943 2,020 3,826 Effect of foreign currency translation on cash ( 543 ) 159 ( 94 ) Cash and cash equivalents, beginning of period 9,486 7,307 3,575 Cash and cash equivalents, end of period $ 901,886 $ 9,486 $ 7,307 Supplemental disclosures of cash flow information and non-cash investing and financing activities: Cash paid for interest $ 10,249 $ 13,536 $ 15,727 Cash paid for income taxes 1,700 2,434 861 Issuance of earn-out shares 136,575 — — Trade receivables due from seller 6,623 — — Notes payable to seller 2,153 — — Contingent consideration 783 — — Issuance of Class A Common Stock in connection with business acquisitions 9,341 — — Capital expenditures included in accounts payable 321 240 1,006 Deferred payment due to seller related business acquisition — — 927 Deferred unpaid offering costs — 2,036 — The accompanying notes are an integral part of these financial statements. 85 Table of Con tents THE BEAUTY HEALTH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Description of Business The Beauty Health Company, formerly known as Vesper Healthcare Acquisition Corp. (the “Company” or “BeautyHealth”), was incorporated in Delaware on July 8, 2020. The Company was originally formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On May 4, 2021 (the “Closing Date”), the Company consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated December 8, 2020 (the “Merger Agreement”), by and among Vesper Healthcare Acquisition Corp. (“Vesper”), Hydrate Merger Sub I, Inc. (“Merger Sub I”), Hydrate Merger Sub II, LLC (“Merger Sub II”), LCP Edge Intermediate, Inc., the indirect parent of Edge Systems LLC d/b/a The HydraFacial Company (“HydraFacial”), and LCP Edge Holdco, LLC (“LCP,” or “Former Parent,” and, in its capacity as the stockholders’ representative, the “Stockholders’ Representative”), which provided for: (a) the merger of Merger Sub I with and into HydraFacial, with HydraFacial continuing as the surviving corporation (the “First Merger”), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the First Merger, the Company owns 100 % of the outstanding common stock of HydraFacial and each share of common stock and preferred stock of HydraFacial has been cancelled and converted into the right to receive a portion of the consideration payable in connection with the Mergers. As a result of the Second Merger, the Company owns 100 % of the outstanding interests in Merger Sub II. In connection with the closing of the Business Combination (the “Closing”), the Company owns, directly or indirectly, 100 % of the stock of HydraFacial and its subsidiaries and the stockholders of HydraFacial as of immediately prior to the effective time of the First Merger (the “HydraFacial Stockholders”) hold a portion of the Company’s Class A Common Stock, par value $ 0.0001 per share (the “Class A Common Stock”). In connection with the Closing, the Company changed its name from “Vesper Healthcare Acquisition Corp.” to “The Beauty Health Company.” Following the Closing, on May 6, 2021, the Company’s Class A Common Stock and publicly traded warrants were listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols, “SKIN” and “SKINW”, respectively. The transactions set forth in the Merger Agreement constitute a “Business Combination” as contemplated by Vesper’s Second Amended and Restated Certificate of Incorporation. Unless the context otherwise requires, in this Annual Report on Form 10-K, the “Company” refers to Vesper Healthcare Acquisition Corp. prior to the closing of the Business Combination and to the combined company and its subsidiaries following the Closing and “HydraFacial” refers to the business of LCP Edge Intermediate, Inc. and its subsidiaries prior to the Closing. References to “Vesper” refer to Vesper Healthcare Acquisition Corp. prior to the consummation of the Business Combination. The Company is a category-creating beauty health company focused on bringing innovative products to market. The Company and its subsidiaries design, develop, manufacture, market, and sell a/esthetic technologies and products. The Company’s flagship brand, HydraFacial, is a non-invasive and approachable beauty health platform and ecosystem. HydraFacial uses a unique delivery system to cleanse, extract, and hydrate with their patented hydradermabrasion technology and serums that are made with nourishing ingredients. The COVID-19 pandemic has had, and may continue to have adverse impacts on our business. As government authorities around the world continue to implement significant measures intended to control the spread of the virus and institute restrictions on commercial operations, while simultaneously implementing policies designed to reopen certain markets, we are working to ensure our compliance and maintain business continuity for essential operations. The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous factors we cannot reliably predict, including the duration and scope of the pandemic; businesses and individuals’ actions in response to the pandemic; and the impact on economic activity including the possibility of recession or financial market instability. During the year ended December 31, 2020, we took and may continue to take, actions to mitigate the impact of the COVID-19 pandemic on our cash flow and results of operations and financial condition. Starting in April 2020, after the government mandated shutdowns, we experienced a significant decline in sales during the second quarter of 2020, and took certain corrective measures. Subsequent to the downturn experienced during the second quarter of 2020, our revenues increased, and we returned to having positive Adjusted EBITDA in the latter half of 2020. This trend continued into and 86 Table of Con tents throughout 2021. We successfully managed the variable portion of our cost structure to better align with revenue, which was significantly reduced during the downturn. Note 2 – Summary of Significant Accounting Policies Basis of presentation and consolidation The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company is treated as the “acquired” company for financial reporting purposes and HydraFacial is treated as the accounting acquirer. This determination was primarily based on the following: • the HydraFacial Stockholders as of immediately prior to the effective time of the First Merger considered in the aggregate have the largest minority interest of the voting power in the combined entity after taking into account actual redemptions; • the operations of HydraFacial prior to the acquisition comprise the only ongoing operations of the post-combination company; • senior management of HydraFacial comprises the senior management of the post-combination company; • the relative size and valuation of HydraFacial compared to the Company; and • pursuant to that certain Investor Rights Agreement, dated as of May 4, 2021, by and between the Company and HydraFacial, HydraFacial was given the right to designate certain initial members of the board of directors of the Company immediately after giving effect to the transactions contemplated by the Merger Agreement. Consideration was also given to the fact that the Company paid a purchase price consisting of a combination of cash and equity consideration and its shareholders may have a significant amount of voting power, should the Company’s public stockholders be considered in the aggregate. However, based on the aforementioned factors of management, board representation, largest minority shareholder as noted above, and the continuation of the HydraFacial business as well as its size, it was determined that accounting for the Business Combination as a reverse recapitalization was appropriate. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of HydraFacial with the acquisition being treated as the equivalent of HydraFacial issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company are stated at historical cost, with no goodwill or other intangible assets recorded. In connection with the Business Combination each share of HydraFacial common stock outstanding immediately prior to the Business Combination converted into the right to receive 653.109 shares (the “Exchange Ratio”) of Class A Common Stock of the Company. The recapitalization of the number of shares of Common Stock attributable to HydraFacial is reflected retroactively to the earliest period presented based upon the Exchange Ratio and is utilized for calculating earnings per share in all prior periods presented. The Consolidated Financial Statements in this Annual Report on Form 10-K are presented in accordance with GAAP and include the Company’s consolidated domestic and international subsidiaries. Intercompany accounts and transactions have been eliminated. T he Consolidated Financial Statements in this Annual Report on Form 10-K and the accompanying footnotes should be read in conjunction with the audited consolidated financial statements of BeautyHealth and HydraFacial as of and for the year ended December 31, 2020 presented in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”) on July 19, 2021. Except as described elsewhere in this Note 2, there have been no material changes to the Company’s significant accounting policies as described in HydraFacial’s Consolidated Financial Statements as of and for the year ended December 31, 2021. Use of estimates and assumptions in preparing consolidated financial statements In preparing its consolidated financial statements in conformity with GAAP, the Company makes assumptions, estimates, and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to revenue related reserves, allowance for doubtful accounts, the realizability of inventory, fair value measurements including common stock, warrant liabilities and earn-out shares liability valuations, useful lives of property and equipment, goodwill and finite-lived intangible 87 Table of Con tents assets, accounting for income taxes, stock-based compensation expense and commitments and contingencies. The Company’s estimates are based on historical experience and on its future expectations that are believed to be reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from current estimates and those differences may be material. Cash and Cash Equivalents All highly liquid investments, including credit card receivables due from banks, with original maturities of 90 days or less at date of purchase, are reported at fair value and are considered to be cash equivalents. The balances of cash at financial institutions may exceed the federally insured limit. The Company has not experienced any losses in such accounts and believes its cash and cash equivalents are not subject to any significant credit risk. Accounts Receivable Accounts receivable primarily arise out of product purchases by customers from various distribution channels. Typical payment terms provide that customers pay within 30 to 120 days of the invoice. The allowance for doubtful accounts represents management's best estimate of probable credit losses in accounts receivable. The allowance is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the specific customer’s ability to pay its obligation and any other forward-looking data regarding customers’ ability to pay which may be available. Receivables are written off against the allowance when management believes that the amount receivable will not be recovered. Inventories Inventories are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Obsolete inventory or inventory in excess of management’s estimated usage is written-down to its estimated net realizable value. Inherent in the net realizable value are management’s estimates related to economic trends, future demand for products, and technological obsolescence of our products. Cost is determined using weighted-average costs, and includes all costs incurred to deliver inventory to the Company’s distribution centers including freight, non-refundable taxes, duty, and other landing costs. The Company periodically reviews its inventories and makes a provision as necessary to appropriately value goods that are obsolete, have quality issues, or are damaged. The amount of the provision is equal to the difference between the cost of the inventory and its net realizable value based upon assumptions about product quality, damages, future demand, selling prices, and market conditions. If changes in market conditions result in reductions in the estimated net realizable value of its inventory below its previous estimate, the Company would increase its reserve in the period in which it made such a determination. In addition, the Company provides for inventory shrinkage based on historical trends from actual physical inventory counts. Inventory shrinkage estimates are made to reduce the inventory value for lost or stolen items. The Company performs physical inventory counts and cycle counts throughout the year and adjusts the shrink reserve accordingly. Business Combinations The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred including the acquisition-date fair value of the Company’s previously held equity interests. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed, with any excess recorded as goodwill. These fair value determinations require judgment and may involve the use of significant estimates and assumptions. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Transaction costs associated with the acquisition are expensed as incurred. Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. The Company has one reporting unit and management evaluates the carrying value of the Company’s goodwill annually at the end of its fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. 88 Table of Con tents When testing goodwill for impairment, management has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test. In performing the qualitative assessment, management considers the extent to which unfavorable events or circumstances identified, such as changes in economic conditions, industry and market conditions or company specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management is required to perform a quantitative impairment test. Quantitative impairment testing for goodwill is based upon the fair value of a reporting unit as compared to its carrying value. Under a quantitative impairment test, management will make certain judgments and assumptions in allocating assets and liabilities to determine carrying values for our reporting unit. The impairment loss recognized would be the difference between a reporting unit’s carrying value and fair value in an amount not to exceed the carrying value of the reporting unit’s goodwill. Testing goodwill for impairment requires management to estimate fair values of reporting units using significant estimates and assumptions. The assumptions made will impact the outcome and ultimate results of the testing. Management will use industry accepted valuation models and set criteria that are reviewed and approved by various levels of management and, in certain instances, we will engage independent third-party valuation specialists for advice. The key estimates and factors used in the valuation models would include revenue growth rates and profit margins based on our internal forecasts, our specific weighted-average cost of capital used to discount future cash flows, and comparable market multiples for the industry segment, when applicable, as well as our historical operating trends. Certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in actual and expected consumer consumption and demands, could result in changes to these assumptions and judgments. A revision of these assumptions could cause the fair values of the reporting units to fall below their respective carrying values, resulting in a non-cash impairment charge. Such charge could have a material effect on the consolidated financial statements. Intangible Assets Intangible assets are composed of developed technology, customer relationships and trademarks. At initial recognition, intangible assets acquired in a business combination are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset. We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If necessary, we will use an industry accepted valuation model to estimate the fair value of the intangible assets. The fair value calculation requires significant judgments in determining both the assets’ estimated cash flows potentially the appropriate discount and royalty rates applied to those cash flows to determine fair value. Variations in economic conditions or a change in general consumer demands, operating results estimates or the application of alternative assumptions could produce significantly different results. If these assumptions differ materially from future results, we may record impairment charges in the future. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation commences when an asset is ready for its intended use. Depreciation is recorded on a straight-line basis over each asset’s estimated useful life. Leasehold improvements are depreciated on a straight-line basis over the lesser of the length of the lease and the estimated useful life of the improvement. Impairment of long-lived Assets Long-lived assets, including intangible assets with finite lives, held for use are evaluated for impairment when the occurrence of events or a change in circumstances indicates that the carrying value of the assets may not be recoverable as measured by comparing their carrying value to the estimated undiscounted future cash flows generated by their use and eventual disposition. Impaired assets are recorded at fair value, determined principally by discounting the future cash flows expected from their use and eventual disposition. Reductions in asset values resulting from impairment valuations are recognized in income in the period that the impairment is determined. 89 Table of Con tents Leased Property and Equipment Prior to the adoption of ASU No. 2016-02, Leases (“ASC 842”), the Company recognized rent expense for operating leases on a straight‑line basis (including the effect of reduced or free rent and rent escalations) over the lease term. The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight‑line basis was recognized as an adjustment to deferred rent in the consolidated balance sheets. Cash reimbursements received from landlords for leasehold improvements and other cash payments received from landlords as lease incentives were recorded as an asset and depreciated using the straight‑line method over the lease term as an offset to rent expense. Until December 31, 2021, the Company was an emerging growth company as defined by the JOBS Act. As the Company no longer qualifies as an emerging growth company this ASU instead became effective for the Company in this Annual Report on Form 10-K for the fiscal year ended December 31, 2021, with an effective date of January 1, 2021. Subsequent to the adoption of ASC 842 on January 1, 2021, the first day of fiscal 2021, operating and finance lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates for its population of leases. The Company uses an incremental borrowing rate to determine the present value of lease payments as the rate implicit in the lease is generally not readily determinable. The Company’s incremental borrowing rate is the rate of interest that it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis and in a similar economic environment over a similar term. The Company determines if an arrangement is or contains a lease at inception. This determination depends on whether the arrangement conveys the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of and obtains substantially all of the economic benefits from using the underlying asset. As a result of the adoption of the new accounting standard, the Company elected transition-related practical expedients as accounting policies which allowed it to not reassess, as of the adoption date, (1) whether any expired or existing contracts are or contain leases, (2) the classification of any expired or existing leases, and (3) if previously capitalized initial direct costs qualify for capitalization under ASC 842. The Company elected the practical expedient option to not separate lease and non-lease components for all of its leases, and also elected the short-term lease recognition exemption that keeps leases with an initial term of 12 months or less excluded from balance sheet capitalization. This results in recognizing those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Related operating and finance lease right-of-use assets are recognized based on the initial present value of the fixed lease payments, reduced by cash payments received from landlords as lease incentives, plus any prepaid rent and other direct costs from executing the leases. Amortization of both operating and finance lease right-of-use assets is performed on a straight-line basis and recorded as part of rent expense in cost of goods sold and selling, general and administrative expenses on the consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the consolidated statements of operations. Convertible Senior Notes On September 14, 2021, the Company issued an aggregate of $ 750 million in principal amount of its 1.25 % Convertible Senior Notes due 2026 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144 under the Securities Act of 1933, as amended. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of September 14, 2021, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Company accounts for the Notes under Accounting Standards Codification (“ASC”) ASC 470-20 - Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity's Own Equity (“ASU 2020-06”), which the Company early adopted in the first quarter of 2021 concurrent with the issuance of the Notes. The Company records the Notes in “Long-term liabilities” at face value net of issuance costs. If any of the conditions to the convertibility of the Notes is satisfied, or the Notes become due within one year, then the Company may be required under applicable accounting standards to reclassify the carrying value of the Notes as a current, rather than a long-term, liability. Refer to Note 10 —Long-term Debt for further detail. Capped Call Transactions Capped call transactions cover the aggregate number of shares of the Company’s common stock that will initially underlie the Notes, and generally reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company may make in excess of the principal amount of the converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the capped call transactions. The Company determined that the freestanding capped call option contracts qualify as equity under the accounting guidance on indexation and equity classification, and recognized the contract by recording an entry to “Additional paid-in capital” (“APIC”) in stockholders’ 90 Table of Con tents equity in its Consolidated Balance Sheet. The Company also determined that the capped call option contracts meet the definition of a derivative under ASC 815 — Derivatives and Hedging (“ASC 815”), but are not required to be accounted for as a derivative as they meet the scope exception outlined in ASC 815. The capped call options are recorded in APIC and not remeasured. Issuance Costs Issuance costs related to our Notes offering were capitalized and offset against proceeds from the Notes. Issuance costs consist of legal and other costs related to the issuance of the Notes and are amortized to interest expense over the term of the Notes. Refer to Note 10 – Long-term Debt for further detail. Warrant Liabilities During October 2020, in connection with Vesper’s initial public offering, the Company issued 15,333,333 Public Warrants to purchase shares of the Company’s common stock at $ 11.50 per share. Simultaneously, with the consummation of Vesper’s initial public offering, the Company issued 9,333,333 Private Placement Warrants to purchase shares of the Company’s common stock at $ 11.50 per share, to the Sponsor. On October 4, 2021, the Company issued a press release stating that it would redeem all of the Public Warrants that remained outstanding on the Redemption Date. As of December 31, 2021, no Public Warrants outstanding and approximately 7 million Private Placement Warrants remain outstanding . As of December 31, 2021 the Private Placement Warrants are measured at fair value using a Monte Carlo simulation because these warrants are subject to redemption if the reference value of the common stock, as defined, is between $ 10.00 and $ 18.00 per share. The Private Placement Warrants are classified as a Level 3 financial instruments as of December 31, 2021. The Company classified the Public Warrants and currently classifies Private Placement Warrants as liabilities on its Consolidated Balance Sheets as these instruments are precluded from being indexed to our own stock given the terms allow for a settlement adjustment that does not meet the scope of the fixed-for-fixed exception in ASC 815, Derivatives and Hedging . In certain events outside of the Company’s control, the Public Warrant and Private Placement Warrant holders are entitled to receive cash while in certain scenarios the holders of the Company’s common stock are not entitled to receive cash or may receive less than 100% of any proceeds in cash, which precludes these instruments from being classified within equity pursuant to ASC 815-40. The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination and are subsequently adjusted to fair value at each subsequent reporting date. Changes in the fair value of these instruments are recognized within change in fair value of warrant liabilities in the Company’s Consolidated Statements of Comprehensive Loss . Earn-out Shares Liability In addition to the consideration paid at the closing of the Business Combination, the former stockholders of HydraFacial received contingent consideration in the form of an aggregate of 7.5 million shares of the Company’s Class A Common Stock (the “Earn-out Shares”) as a result of the Company’s completion of the acquisitions of four target businesses, as contemplated by the Merger Agreement, in June and July 2021 that were identified by HydraFacial. With the closing of these four distributor acquisitions in Australia, France, Germany and Mexico, the 7.5 million Earn-out Shares were earned and subsequently issued on July 15, 2021. The Company accounted for the Earn-out Shares liability as contingent consideration and recorded an Earn-out Shares liability for the Earn-out Shares in accordance with ASC 480 – Distinguishing Liabilities from Equity . The liability was included as part of the consideration transferred in the Business Combination and was recorded at its then current fair value. The Earn-out Shares liability was recorded at fair value and remeasured at the end of each reporting period, with the corresponding gain or loss recorded in the Company’s Consolidated Statements of Comprehensive Loss as a component of Other (income) expense, net. Revenue Recognition Effective January 1, 2019, HydraFacial adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which is the new comprehensive revenue recognition standard that supersedes all existing revenue recognition requirements under Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”), as well as under all subsequently issued amendments to the new revenue recognition standard (“ASC 606”). HydraFacial elected to 91 Table of Con tents adopt the new revenue recognition standard using the full retrospective method as of January 1, 2019. The adoption of the new standard did not have a significant effect on earnings or on the timing of HydraFacial’s transactions and, therefore, the effect of applying the new guidance was not material. As such, there were no adjustments to the prior periods In accordance with ASU 2014-09, management determines the amount of revenue to be recognized through application of the following steps: • Identify the customer contract; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to the performance obligations in the contract; and • Recognize revenue as the performance obligations are satisfied. Net sales consists of the sale of products to retail and wholesale customers through e-commerce and distributor sales. The Company generates revenue through manufacturing and selling HydraFacial Delivery Systems (“Delivery Systems”). In conjunction with the sale of Delivery Systems, the Company also sells its serum solutions and consumables (collectively “Consumables”). Consumables are sold solely and exclusively by the Company and are available for purchase separately from the purchase of Delivery Systems. For both Delivery Systems and Consumables, revenue is recognized upon transfer of control to the customer, which generally takes place at the point of shipment. The Company distributes products to customers both through national and international retailers as well as direct-to-consumers through its e-commerce and store channels. The Company sells to direct customers, including non-corporate customers (such as spas and dermatologist offices), corporate customers, and international distributors. For non-corporate customers, a contract exists when the customer initiates an order by submitting a purchase request. Such requests are accepted by the Company upon issuance of a corresponding invoice. For corporate customers, a contract exists when the customer submits a purchase order and is accepted upon issuance of a subsequent invoice. For distributors, a customer submits an order request which is processed in the system by a sales representative. This is also considered accepted upon the subsequent issuance of an invoice by the Company. For all customers, each invoice is considered a separate contract for accounting purposes. Cost of Sales The Company’s cost of sales consists of Delivery Systems and Consumables product costs, including the cost of materials, labor costs, overhead, depreciation and amortization of developed technology, shipping and handling costs, and the costs associated with excess and obsolete inventory. As the Company launches new products and expand presence internationally, the Company expects to incur higher cost of sales as a percentage of sales because we have not yet achieved economies of scale with these items. Selling and Marketing Expense Selling and marketing expense consists of personnel-related expenses, sales commissions, travel costs, and advertising expenses incurred in connection with the sale of our products. The Company intends to continue to invest in sales and marketing capabilities in the future and expect this expense to increase in absolute dollars in future periods as it releases new products, grow our global footprint, and drive consumer demand in the ecosystem. Selling and marketing expense as a percentage of total revenue may fluctuate from period to period based on total revenue and the timing of investments in sales and marketing functions as these investments may vary in scope and scale over future periods. Advertising costs are expensed in the period in which they are incurred. Total advertising costs, included in selling and marketing expenses on the Consolidated Statements of Comprehensive Loss , were $ 3.2 million, $ 3.3 million, and $ 4.7 million for each of the three years ending December 31, 2021, 2020, and 2019 respectively. Research and Development Costs Research and development expense primarily consists of personnel-related expenses, tooling and prototype materials, technology investments, and other expenses incurred in connection with the development of new products and internal technologies. The Company expects research and development expenses to increase in absolute dollars in future periods and vary from period to period as a percentage of total revenue, as the Company plans to continue to innovate and invest in new technologies and to enhance existing technologies to fuel future growth as a category creator. 92 Table of Con tents General and Administrative Expense General and administrative expense includes personnel-related expenses, professional fees, credit card and wire fees and facilities-related costs primarily for our executive, finance, accounting, legal, human resources, and IT functions. General and administrative expense also includes fees for professional services principally comprising legal, audit, tax and accounting services and insurance. The Company expects to continue to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance and reporting obligations of public companies, and increased costs for insurance, investor relations expenses, and professional services. In addition, the Company expects to continue to incur additional IT expenses as the Company scales and enhances its e-commerce, digital and data utilization capabilities. As a result, the Company expects that our general and administrative expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue. Other Expense Other expense consists of interest expense and foreign currency transaction gains and losses. Foreign currency transaction gains and losses are generated by settlements of intercompany balances and invoices denominated in currencies other than the reporting currency. The Company expects Other expense to increase in absolute dollars as the Company grows internationally and obtains more financing to support such growth. Other expense as a percentage of revenue will fluctuate period to period along with interest rates, exchange rates and other factors not related to normal business operations. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (DTA)s and deferred tax liabilities (DTL)s for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on currently available evidence. If the Company determines that it would be able to realize our DTAs in the future in excess of the net recorded amount, it would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes. The Company would record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. If any, the Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Foreign Currency The functional currency for each entity included in these consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Net revenue and expenses are translated at the average rate in effect during the period. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in stockholders’ equity. Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency with any resulting gains and losses recognized in selling, general and administrative expenses, except for 93 Table of Con tents gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company primarily maintains its operating cash balance with a major financial institution. At times, cash balances may be in excess of Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk in this area. Accounts receivable are unsecured and the Company is at risk to the extent such amounts become uncollectible. Concentration of credit risk with respect to accounts receivable is generally mitigated by the Company performing ongoing credit evaluations of its customers. Stock-based Compensation Stock-based compensation is accounted for under FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). The Company accounts for all stock-based compensation transactions using a fair-value method and recognizes the fair value of each award as an expense over the service period. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The use of the Black-Scholes model requires a number of estimates, including the expected option term, the expected volatility in the price of the Company’s common stock, the risk-free rate of interest and the dividend yield on the Company’s common stock. The fair value of the Company’s restricted stock units is the closing price of the Company’s common stock on the grant date. The fair value of the Company’s performance-based restricted stock units is estimated using a Monte Carlo simulation model. The consolidated financial statements include amounts that are based on the Company’s best estimates and judgments. The Company classifies compensation expense related to these awards in the consolidated statements of operations based on the department to which the recipient reports. The Company’s policy is to account for forfeitures in period that they occur. Earnings per Share Earnings per share is calculated using the weighted-average number of common and exchangeable shares outstanding during the period. Exchangeable shares are the equivalent of common shares in all material respects. All classes of stock have in effect the same rights and share equally in undistributed net income. Diluted earnings per share is calculated by dividing net income available to stockholders for the period by the diluted weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution from common shares issuable through stock options, performance-based restricted stock units that have satisfied their performance factor, restricted shares, and restricted stock units using the treasury stock method. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 94 Table of Con tents The fair value of the Notes that are recorded at historical cost was $ 794 million as of December 31, 2021, and was determined using the last trade price in active markets. With the exception of the Company’s Notes, the fair value of the Company’s assets and liabilities that are recorded at historical amounts and that qualify as financial instruments under ASC 820, Fair Value Measurement , approximates the carrying amounts represented in the Company’s Consolidated Balance Sheets, primarily due to their short-term nature. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires implementation costs incurred by customers in cloud computing arrangements (i.e. hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2018-15 on January 1, 2021 and the guidance did not have a material impact on its Consolidated Financial Statements. In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12 on January 1, 2021, as the Company no longer qualifies as an emerging growth company. The adoption did not have a material impact on its Consolidated Financial Statements. In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The amendments eliminate two of the three accounting models that require separate accounting for convertible features of debt securities, simplify the contract settlement assessment for equity classification, require the use of the if-converted method for all convertible instruments in the diluted earnings per share calculation and expand disclosure requirements. The amendments are effective for our annual and interim reporting periods beginning after December 15, 2021, with early adoption permitted for reporting periods beginning after December 15, 2020. The guidance can be applied on a full retrospective basis to all periods presented or a modified retrospective basis with a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company adopted ASU 2020-06 on January 1, 2021. There were no changes to the Company’s previously issued financial statements since the Company had no existing convertible notes prior to issuance of the Notes. With the adoption of ASU 2020-06, the Company recorded the issuance of the Notes at their face value net of issuance costs in long-term liabilities and the value of the capped call options in APIC. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Until December 31, 2021, the Company was an emerging growth company as defined by the JOBS Act. As the Company no longer qualifies as an emerging growth company this ASU instead became effective for the Company in this Annual Report on Form 10-K for the fiscal year ended December 31, 2021, with an effective date of January 1, 2021. The Company elected transition-related practical expedients as accounting policies which allowed it to not reassess, as of the adoption date, (1) whether any expired or existing contracts are or contain leases, (2) the classification of any expired or existing leases, and (3) if previously capitalized initial direct costs qualify for capitalization under ASC 842. The Company elected the practical expedient option to not separate lease and non-lease components for all of its leases and note that variable costs related to triple net leases are not material. The Company also elected the short-term lease recognition exemption that keeps leases with an initial term of 12 months or less excluded from balance sheet capitalization. The Company elected to adopt using the optional transition method which allows a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The adoption of this standard resulted in the recognition of Operating Right-of-Use (ROU) assets and Operating ROU lease 95 Table of Con tents liabilities on the consolidated balance sheet of $ 12.3 million and $ 13.5 million, respectively, and the elimination of deferred rent of $ 1.2 million. The adoption of this standard did not have an impact on beginning retained earnings. The adoption of this standard did not have a material impact on the consolidated statements of operations nor the consolidated statements of cash flows. See Note 6, Leases, for further discussion of the adoption of ASC 842 and related disclosures. Note 3 – Business Combinations Business Combination — Reverse Recapitalization The closing of the Business Combination occurred on May 4, 2021. In connection with the Business Combination: • Certain accredited investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors agreed to purchase 35,000,000 shares (the “PIPE Shares”) of the Company’s Class A Common Stock at a purchase price per share of $ 10.00 for an aggregate purchase price of $ 350.0 million (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the Closing of the Business Combination. • Prior to the Business Combination, the Company issued an aggregate of 11,500,000 shares of the Company’s Class B Common Stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $ 25,000 in cash. All outstanding Founder Shares were automatically converted into shares of the Company’s Class A Common Stock on a one -for-one basis at the Closing and will continue to be subject to the transfer restrictions applicable to such shares of Founder Shares. • In connection with the Closing, holders of 2,672,690 shares of the Company’s Class A Common Stock exercised their rights for the Company to redeem their respective shares for cash at an approximate price of $ 10.00 per share, for an aggregate of approximately $ 26.7 million, which was paid to such holders at Closing. • Immediately after giving effect to the Merger and the PIPE Investment, there were 125,329,053 shares of the Company’s Class A Common Stock issued and outstanding. • The aggregate gross cash consideration received by the Company in connection with the Business Combination was $ 783 million, which consisted of proceeds of $ 350 million from the PIPE Investment, plus approximately $ 433 million of cash from the Company’s trust account that held the proceeds from the Company’s initial public offering (the “Trust Account”). The aggregate gross cash consideration received was reduced by $ 368 million, which consisted of cash payments made to the former shareholders of HydraFacial, and further reduced by an additional $ 57 million for the payment of direct transaction costs incurred by HydraFacial and the Company which were reflected as a reduction of proceeds. The Company used the net proceeds to repay all of its outstanding indebtedness at the Closing. The remainder of the consideration paid to the HydraFacial Stockholders consisted of 35,501,743 newly issued shares of Class A Common Stock (the “Stock Consideration”). The net cash received from the Business Combination was subject to a working capital adjustment of $ 0.9 million. The Company also issued 70,860 shares related to the working capital adjustment. The following table reconciles the elements of the Business Combination to the Company’s Consolidated Statements of Cash Flows and the Consolidated Statements of Stockholders’ Equity (Deficit) for the year ended December 31, 2021: (in thousands) Recapitalization Cash in trust, net of redemptions $ 433,382 Cash — PIPE 350,000 Less: Cash paid out to Former Parent ( 367,870 ) Less: Transaction costs and advisory fees ( 56,976 ) Less: Cash paid out from net working capital adjustment related to acquisitions ( 902 ) Net Cash Received from Business Combination $ 357,634 96 Table of Con tents The number of shares of Class A Common Stock issued following the consummation of the Business Combination: Number of Shares Class A common stock outstanding prior to Business Combination 46,000,000 Less: Redemption of Vesper Class A Common Stock ( 2,672,690 ) Class A common stock of Vesper 43,327,310 Founder shares (Vesper Class B Common Stock) 11,500,000 PIPE Shares 35,000,000 Business Combination and PIPE shares 89,827,310 Legacy HydraFacial shares (1) 35,501,743 Working capital adjustment Class A Common Stock issued 70,860 Total Shares of Class A Common Stock after Business Combination 125,399,913 _______________ (1) The number of Legacy HydraFacial shares was determined from the 54,358 shares of HydraFacial common stock outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 653.109 . Business Acquisitions On June 4, 2021, the Company acquired High Tech Laser, Australia Pty Ltd (“HTL”), a distributor of the Company’s products in Australia. On July 1, 2021, the Company acquired Wigmore Medical France (“Wigmore”), Ecomedic GmbH (“Ecomedic”) and Sistemas Dermatologicos Internacionales (“Sidermica”), distributors of the Company’s products in France, Germany and Mexico, respectively. Through these acquisitions, the Company plans to directly sell to the respective markets and improve services for its products. The Company applied the acquisition method of accounting and established a new basis of accounting on the dates of the respective acquisitions. The assets acquired by the Company are accordingly measured at their estimated fair values as of the acquisition date. The goodwill arising from the acquisitions consists largely of the business reputation of the acquired company in the marketplace and its assembled workforce. The goodwill is not deductible for income tax purposes. The transaction costs for the acquisitions totaled $ 0.8 million. The estimated fair values and preliminary purchase price allocation were based on information available at the time of acquisition and the Company continues to evaluate the underlying inputs and assumptions. Accordingly, these preliminary estimates are subject to retrospective adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the date of acquisition. The Company is currently in the process of finalizing the preliminary fair value allocations, and expects this to be completed prior to June 30, 2022. The following table summarizes the consideration and estimated preliminary fair values assigned to the assets acquired and liabilities assumed at the dates of acquisition for the Wigmore, Ecomedic and Sidermica acquisitions and summarizes the HTL acquisition after measurement period adjustments. 97 Table of Con tents (in thousands) HTL Wigmore (2) Ecomedic Sidermica Consideration paid: Cash, net of cash acquired $ 4,920 $ 1,757 $ 11,338 $ 4,881 Class A Common Stock issued (1) 1,557 456 6,513 815 Contingent consideration — 783 — — Trade receivables due from seller 1,027 2,336 1,679 1,581 Notes payable to seller — — 2,153 — $ 7,504 $ 5,332 $ 21,683 $ 7,277 Identifiable assets acquired and liabilities assumed Accounts receivable $ 1,110 $ 2,079 $ 15 $ 1,657 Non-compete agreement 100 60 588 100 Customer relationships 2,696 2,276 5,487 2,700 Inventory and other assets 354 341 1,262 454 Accounts payable ( 45 ) ( 456 ) ( 772 ) — Deferred tax liabilities, net ( 675 ) ( 842 ) ( 1,834 ) — Accrued and other liabilities ( 802 ) ( 317 ) ( 340 ) — Total identifiable net assets 2,738 3,141 4,406 4,911 Goodwill $ 4,766 $ 2,191 $ 17,277 $ 2,366 ___________ (1) Class A Common Stock issued as consideration for the acquisitions was 110,726 , 28,157 , 401,021 and 50,195 shares for HTL, Wigmore, Ecomedic and Sidermica, respectively. (2) During the fourth quarter of 2021, adjustments were made to the Wigmore valuation pertaining to contingent consideration and intangible assets. Goodwill was adjusted due to an increase of $ 0.3 million in contingent consideration and a decrease of $ 1.0 million in intangible assets. Intangible assets acquired included customer relationships and non-compete agreements. The valuation of the acquired intangible asset was estimated by performing projections of discounted cash flows, whereby revenues and costs associated with each intangible asset are forecasted to derive expected cash flow which is discounted to present value at discount rates commensurate with perceived risk. The valuation and projection process is inherently subjective and relies on significant unobservable inputs (Level 3 inputs). The weighted average amortization period of customer relationship was 5 years, while the non-compete agreements are amortized over 3 years. Note 4 – Revenue Recognition The Company has determined that each of its products is distinct and represents a separate performance obligation. The customer can benefit from each product on its own or together with other resources that are readily available to the customer. The products are separately identifiable from other promises in the contract. Control over the Company’s products generally transfers to the customer upon shipment of the products from the Company’s warehouse facility. Therefore, revenue associated with product purchases is recognized at a point in time upon shipment to the intended customer. Disaggregated Revenue The Company generates revenue through manufacturing and selling Delivery Systems. In conjunction with the sale of Delivery Systems, the Company also sells Consumables that are used when customers provide a hydradermabrasion facial experience for their customers using a Delivery System. The Consumables are sold by the Company and are available for purchase separately from the purchase of a Delivery System. The Company’s revenue disaggregated by major product line consists of the following for the periods indicated: 98 Table of Con tents Year Ended December 31, (in thousands) 2021 2020 2019 Net Sales Delivery Systems $ 139,464 $ 53,372 $ 81,467 Consumables 120,622 65,720 85,156 Total net sales $ 260,086 $ 119,092 $ 166,623 See Note 18 for revenue disaggregated by geographical region. Note 5 — Balance Sheet Components Inventories consist of the following as of the periods indicated: (in thousands) December 31, 2021 December 31, 2020 Raw materials $ 12,024 $ 9,335 Finished goods 23,237 13,867 Total inventories $ 35,261 $ 23,202 Accrued payroll-related expenses consist of the following as of the periods indicated: (in thousands) December 31, 2021 December 31, 2020 Accrued compensation $ 15,262 $ 3,535 Accrued payroll taxes 922 1,388 Accrued benefits 3,022 1,132 Accrued sales commissions 9,456 3,420 Total accrued payroll-related expenses $ 28,662 $ 9,475 Other accrued expenses consist of the following as of the periods indicated: (in thousands) December 31, 2021 December 31, 2020 Sales and VAT tax payables $ 5,817 $ 1,538 Accrued interest 2,786 — Contingent consideration 783 Note payable due seller (Note 3) 2,153 — Royalty liabilities 1,074 — Other 2,109 920 Total other accrued expenses $ 14,722 $ 2,458 Note 6 — Leases The Company does not own any real estate. The majority of the Company’s liability primarily consists of the Company’s international office spaces and warehouse all of which are classified as operating leases. The Company’s finance leases relate to leased equipment such as office and warehouse equipment. The finance lease balances are not material but are included in property and equipment, other accrued liabilities, and other long-term liabilities of the Consolidated Balance Sheets. Lease terms include the non-cancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods, termination options and purchase options. The Company's leases do not contain significant restrictive provisions nor residual value guarantees. Operating and finance lease ROU liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates for its population of leases. Related operating and finance lease ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by cash 99 Table of Con tents payments received from landlords as lease incentives, plus any prepaid rent and other direct costs from executing the leases. The interest expense amortization component of the finance lease ROU liabilities is recorded within interest expense on the Consolidated Statements of Comprehensive Loss. ROU assets are tested for impairment in the same manner as long-lived assets. Operating ROU assets and liabilities as of December 31, 2021 comprises the following: (in thousands) Assets Balance Sheet Classification December 31, 2021 Operating lease assets Right-of-use assets, net $ 14,992 Liabilities Operating Lease liabilities, current $ 3,712 Operating Lease liabilities, non-current $ 12,781 Total lease liabilities $ 16,493 Total lease cost for the year ended December 31, 2021 is below. The variable lease costs were not included in the measurement of the lease liabilities. These primarily include property taxes, property insurance, and common area maintenance expenses. (in thousands) Statement of Operations Classification December 31, 2021 Operating lease cost Operating lease cost Cost of sales $ 811 Operating lease cost Selling, General and administrative 2,535 3,346 Short-term lease cost Short-term lease cost Selling, General and administrative 879 879 Variable lease cost Variable lease cost Cost of sales 236 Variable lease cost Selling, General and administrative 270 506 Total operating lease cost $ 4,731 The following table summarizes future lease payments as of December 31, 2021: (in thousands) Operating Leases 2022 $ 4,117 2023 4,023 2024 3,294 2025 981 2026 885 Thereafter 4,795 Total 18,095 Less: Imputed Interest ( 1,602 ) Present value of net lease payments $ 16,493 Prior to the adoption of ASC 842, the future minimum operating lease commitments as of December 31, 2020 under ASC 840 is below. Prior year rent expense under ASC 840 was $ 3.7 million. 100 Table of Con tents (in thousands) Operating Lease 2021 $ 2,617 2022 2,432 2023 2,114 2024 2,048 2025 669 Total $ 9,880 The following table includes supplemental lease information: Supplemental Cash Flow Information (dollars in thousands) Total Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,041 Total $ 3,041 Lease liabilities arising from new ROU assets Operating leases $ 5,707 Weighted average remaining lease term (in years) Operating leases 6.3 Weighted average discount rate Operating leases 2.75 % Note 7 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. As of the Business Combination date, the Private Placement Warrants were valued using the Public Warrant Price, and was considered to be a Level 2 financial instrument as of that date. As of December 31, 2021, there were no Public Warrants outstanding, and the value of the Private Placement Warrants was determined using a Monte Carlo simulation, 101 Table of Con tents and as such, were classified as a Level 3 financial instrument as of December 31, 2021. This was the only valuation level transfer during the year ended December 31, 2021. Fair Value Measurements on a Recurring Basis (in thousands) Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 861,943 $ — $ — $ 861,943 Liabilities Contingent consideration $ — $ — $ 783 $ 783 Warrant liability — Private Placement Warrants — — 93,816 93,816 Money Market Funds The Company’s investment in money market funds that are classified as cash equivalents hold underlying investments with a weighted average maturity of 90 days or less and are recognized at fair value. The valuations of these securities are based on quoted prices in active markets for identical assets, when available, or pricing models whereby all significant inputs are observable or can be derived from or corroborated by observable market data. The Company reviews security pricing and assesses liquidity on a quarterly basis. As of December 31, 2021 , the Company’s U.S. portfolio had no material exposure to money market funds with a fluctuating net asset value. Warrant Liabilities The Public Warrants and Private Placement Warrants (collectively, the “Warrants”) were accounted for as liabilities in accordance with ASC 815-40 and are presented within Warrant liabilities on the Company’s Consolidated Balance Sheets. The Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented within Change in fair value of Warrants in the Company’s Consolidated Statements of Comprehensive Loss . At December 31, 2021 , the outstanding Private Placement Warrants were valued using a Monte Carlo simulation because these Warrants are subject to redemption if the reference value of the common stock, as defined, is between $ 10.00 and $ 18.00 per share. The value derived from the Monte Carlo simulation is based on key assumptions such as the fair value of the common stock at the date of the valuation, the strike price of the warrant, a dividend yield of zero , the expected term of the warrant based on the simulation, an assumed risk free rate over the expected term of 1.16 % and an assumed historical volatility of the Company’s common stock of 59.2 %. The Private Placement Warrants are classified as a Level 3 financial instruments as of December 31, 2021. There were no Public Warrants outstanding as of December 31, 2021. On October 4, 2021, the Company issued a press release stating that it would redeem all of the Public Warrants that remained outstanding following 5:00 p.m. New York City time on November 3, 2021, for a redemption price of $ 0.10 per Public Warrant. All outstanding Public Warrants totaling 16.2 million warrants were either exercised for cash or on a cashless basis or were redeemed. These outstanding Public Warrants comprised 15.3 million Public Warrants issued in connection with the Vesper initial public offering and an additional 0.9 million warrants that became Public Warrants due to the sale of Private Warrants. Public Warrants totaling 16.1 million were exercised for cash at an exercise price of $ 11.50 per share of Class A Common Stock, 74,104 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 26,732 shares of Class A Common Stock, and 75,016 warrants were redeemed for $ 0.10 per warrant, in each case in accordance with the terms of the Warrant Agreement. Total cash proceeds generated from exercises of the Public Warrants were $ 185.4 million. In addition, 0.3 million of Private Warrants were exercised for total cash proceeds of $ 3.0 million. As of December 31, 2021, the Company had approximately 7 million Private Placement Warrants outstanding. Contingent Consideration On July 1, 2021, in connection with the acquisition of Wigmore contingent consideration was payable to the previous owners. Upon acquisition, the contingent considered was measured using discounted cash flows based on the probability of meeting certain earn-out revenue targets. As of December 31, 2021, the Company accrued the full amount of the contingent consideration as the earn-out revenue targets were met. 102 Table of Con tents Note 8 – Property and Equipment, net Property and equipment consist of the following as of the periods indicated: (in thousands) Useful life (years) December 31, 2021 December 31, 2020 Furniture and fixtures 2 - 7 $ 4,074 $ 3,265 Computers and equipment 3 - 5 4,010 3,057 Machinery and equipment 2 - 5 3,669 445 Autos and trucks 5 1,163 413 Tooling 5 1,389 1,150 Leasehold improvements Shorter of remaining lease term or estimated useful life 5,086 4,097 Total property and equipment 19,391 12,427 Less: accumulated depreciation and amortization ( 8,561 ) ( 4,407 ) Construction in progress 5,353 1,171 Property and equipment, net $ 16,183 $ 9,191 Depreciation expense was as follows for the periods indicated: Year Ended December 31, (in thousands) 2021 2020 2019 Cost of sales $ 1,313 $ 1,161 $ 646 General and administrative 1,625 1,391 729 Selling and marketing 1,548 — — Total depreciation expense $ 4,486 $ 2,552 $ 1,375 Note 9 – Goodwill and Intangible Assets, net The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of December 31, 2021 were as follows: (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Estimated Useful Life (Years) Trademarks $ 10,048 $ ( 3,442 ) $ 6,606 15 Non-compete agreement 809 ( 139 ) 670 3 Customer relationships 18,625 ( 4,391 ) 14,234 5 - 10 Developed technology 70,900 ( 45,051 ) 25,849 8 Patents 2,050 ( 295 ) 1,755 3 - 19 Capitalized software 9,867 ( 2,971 ) 6,896 3 - 5 Total intangible assets $ 112,299 $ ( 56,289 ) $ 56,010 The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of December 31, 2020 were as follows: (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Estimated Useful Life (Years) Trademarks $ 9,480 $ ( 2,765 ) $ 6,715 15 Customer relationships 6,003 ( 2,263 ) 3,740 5 - 10 Developed technology 70,900 ( 36,189 ) 34,711 8 Patents 1,423 ( 158 ) 1,265 4 - 19 Capitalized software 6,172 ( 1,668 ) 4,504 3 - 5 Total intangible assets $ 93,978 $ ( 43,043 ) $ 50,935 103 Table of Con tents Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $ 13.3 million, $ 11.8 million and $ 12.4 million, respectively. Year Ended December 31, (in thousands) 2021 2020 2019 Cost of sales $ 9,000 $ 9,465 $ 10,678 Selling and marketing 1,820 — — General and administrative 2,477 2,384 1,685 Total amortization expense $ 13,297 $ 11,849 $ 12,363 The changes in the carrying value of goodwill are as follows: Year Ended December 31, (in thousands) 2021 2020 2019 Beginning balance $ 98,531 $ 98,520 $ 98,147 Business acquisitions 26,600 — 347 Foreign currency translation impact ( 1,437 ) 11 26 Ending balance $ 123,694 $ 98,531 $ 98,520 Note 10 – Long-term Debt Credit Facility On December 30, 2021, Edge Systems LLC, a California limited liability company (the “Borrower”) and an indirect wholly owned subsidiary of The Beauty Health Company, as borrower, entered into a Credit Agreement (the “Credit Agreement”) with Edge Systems Intermediate LLC, an indirect wholly owned subsidiary of the Company and the direct parent of the Borrower that holds the Company’s foreign and domestic operating entities, and The Hydrafacial Company Mexico Holdings, LLC, a direct wholly owned subsidiary of the Borrower that conducts the Mexican business operations , as guarantors (the “Guarantors” and, together with the Borrower, the “Loan Parties”), and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for a $ 50 million revolving credit facility with a maturity date of December 30, 2026. In addition, the Borrower has the ability from time to time to increase the revolving commitments or enter into one or more tranches of term loans up to an additional aggregate amount not to exceed $ 50 million, subject to receipt of lender commitments and certain conditions precedent. As of December 31, 2021 the Credit Agreement remains undrawn and there is no outstanding balance under the revolving credit facility. Borrowings under the Credit Agreement are secured by certain collateral of the Loan Parties and are guaranteed by the Guarantors, each of whom will derive substantial benefit from the revolving credit facility. In specified circumstances, additional guarantors are required to be added. The Credit Agreement contains various restrictive covenants subject to certain exceptions, including limitations on the Borrower’s ability to incur indebtedness and certain liens, make certain investments, become liable under contingent obligations in certain circumstances, make certain restricted payments, make certain dispositions within guidelines and limits, engage in certain affiliate transactions, alter its fundamental business or make certain fundamental changes, and requirements to maintain financial covenants, including maintaining a leverage ratio of no greater than 3.00 to 1.00 and maintaining a fixed charge coverage ratio of not less than 1.15 to 1.00. The leverage ratio also determines pricing under the Credit Agreement. At the Borrower’s option, borrowings under the revolving credit facility accrue interest at a rate equal to either LIBOR or a specified base rate plus an applicable margin. The applicable margin is linked to the leverage ratio. The margins range from 2.00 % to 2.50 % per annum for LIBOR loans and 1.00 % to 1.50 % per annum for base rate loans. The revolving credit facility is subject to a commitment fee payable on the unused revolving credit facility commitments ranging from 0.25 % to 0.35 %, depending on the Borrower’s leverage ratio. The Borrower is also required to pay certain fees to the administrative agent and letter of credit issuers under the revolving credit facility. During the term of the revolving credit facility, the Borrower may borrow, repay and re-borrow amounts available under the revolving credit facility, subject to voluntary reductions of the swing line, letter of credit and revolving credit commitments. 104 Table of Con tents Convertible Senior Notes On September 14, 2021, the Company issued an aggregate of $ 750 million in principal amount of its 1.25 % Convertible Senior Notes due 2026 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of September 14, 2021, between the Company and U.S. Bank National Association, as trustee. Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes were first issued, up to an additional $ 100 million principal amount of Notes. The Notes issued on September 14, 2021 include the $ 100 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option. The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. The Notes accrue interest at a rate of 1.25 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. The Notes mature on October 1, 2026, unless earlier repurchased, redeemed or converted. Before April 1, 2026, noteholders have the right to convert their Notes only upon the occurrence of certain events. From and after April 1, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 31.4859 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 31.76 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Notes are redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after October 6, 2024, and on or before the 40 th scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding notes unless at least $ 100.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock. The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to convert a Note upon the exercise of the conversion right with respect to such Note, subject to a three business-day cure period; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for money borrowed of at least $ 45,000,000 ; (vii) the rendering 105 Table of Con tents of certain judgments against the Company or any of its significant subsidiaries for the payment of at least $ 45,000,000 , where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished and (viii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25 % of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 1.00 % on the principal amount of the Notes. The Notes were issued to the initial purchasers of such Notes in transactions not involving any public offering in reliance upon Section 4(a)(2) of the Securities Act. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. The total amount of debt issuance costs of $ 21.3 million was recorded as a reduction to “Convertible senior notes, net” in the Company’s Consolidated Balance Sheets and are being amortized as interest expense over the term of the Notes using the effective interest method. During the year ended December 31, 2021, the Company recognized $ 1.3 million in interest expense related to the amortization of the debt issuance costs related to the Notes. There was no such expense related to the Notes in the year ended December 31, 2020. The following is a summary of the Company’s Notes as of December 31, 2021: Fair Value (in thousands) Principal Amount Unamortized Issuance Costs Net Carrying Value Amount Level 1.25 % Convertible Notes due 2026 $ 750,000 $ 20,086 $ 729,914 $ 794,325 Level 2 The Notes are carried at face value less the unamortized debt issuance costs on the Company’s Consolidated Balance Sheets. As of December 31, 2021, the estimated fair value of the Notes was approximately $ 794 million. The estimated fair value of the Notes was determined based on the actual bid price of the Notes on December 31, 2021. As of December 31, 2021, the remaining life of the Notes is approximately 4.8 years. Capped Call Transactions On September 9, 2021, in connection with the pricing of the offering of Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with Bank of Montreal, Credit Suisse Capital LLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the “Option Counterparties”). In addition, on September 10, 2021, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $ 47.94 , which represents a premium of 100 % over the last reported sale price of the Company’s common stock on September 9, 2021. The cost of the Capped Call Transactions was approximately $ 90.2 million. 106 Table of Con tents The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and do not affect any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions. Business Combination In connection with the Closing of the Business Combination, all of HydraFacial’s existing debt under its credit facilities were repaid and its credit facilities were extinguished. T he related write-off of the deferred financing costs totaled $ 2.3 million and prepayment penalties totaled $ 2.0 million. Both are included in the Other expense (income), net on the Company’s Consolidated Statements of Comprehensive Loss. Defer red financing costs expense for the year ended December 31, 2021 amounted to $ 0.5 million for the existing debt prior to the Business Combination while the amortization of issuance costs for the Notes amounted to $ 1.3 million during 2021 . Defer red financing costs expense for the years ended December 31, 2020 and December 31, 2019 amounted to $ 1.5 million and $ 1.4 million, respectively, and is included in Interest expense, net on the Company’s Consolidated Statements of Comprehensive Loss. Note 11 – Income Taxes On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property (“QIP”). On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended many of the benefits of the CARES Act that were scheduled to expire. The Company does not expect a material impact of Consolidated Appropriations Act on the Company’s Consolidated Financial Statements and related disclosures. On June 29, 2020, the State of California passed Assembly Bill 85 which suspends the California net operating loss deduction for the 2020-2022 tax years and the research and development credit usage for the same period (for credit usages in excess of $5.0 million). These suspensions were considered in preparation of the year ended December 31, 2021 and 2020 of the Company’s Consolidated Financial Statements. On March 11, 2021 the United States enacted the American Rescue Plan Act of 2021 (“American Rescue Plan”). The American Rescue Plan includes various income and payroll tax measures. The Company does not expect a material impact of the American Rescue Plan on the Company’s Consolidated Financial Statements and related disclosures. The following table presents domestic and foreign components of net income (loss) before income taxes as follows for the periods indicated: Year Ended December 31, (in thousands) 2021 2020 Domestic $ ( 375,542 ) $ ( 40,135 ) Foreign ( 1,808 ) 1,652 Income (loss) before taxes $ ( 377,350 ) $ ( 38,483 ) The federal, state and foreign components of the income tax expense (benefit) are summarized as follows: 107 Table of Con tents Year Ended December 31, (in thousands) 2021 2020 Current: Federal $ ( 727 ) $ ( 5,760 ) State 513 79 Foreign 1,735 579 Total current income tax expense (benefit) 1,521 ( 5,102 ) Deferred: Federal ( 3,319 ) ( 2,690 ) State ( 80 ) ( 1,499 ) Foreign ( 364 ) ( 17 ) ( 3,763 ) ( 4,206 ) Total income tax benefit $ ( 2,242 ) $ ( 9,308 ) The effective tax rate of the provision for income tax differs from the federal statutory rate as follows for the periods indicated: Year Ended December 31, (in thousands) 2021 2020 Federal statutory income tax rate $ ( 79,243 ) 21.0 % $ ( 8,081 ) 21.0 % State taxes, net of federal benefit ( 1,041 ) 0.3 ( 1,155 ) 3.0 Change in fair value of warrants 58,236 ( 15.4 ) — — Change in fair value of earn-out shares 9,891 ( 2.6 ) — — Transaction Costs 3,312 ( 0.9 ) — — Foreign rate differential 475 ( 0.1 ) ( 6 ) — R&D credit ( 152 ) — ( 79 ) 0.2 State rate change, net of federal effect — — ( 465 ) 1.2 Change in valuation allowance 4,064 ( 1.1 ) 409 ( 1.1 ) Other 2,216 ( 0.6 ) 69 ( 0.2 ) Income tax benefit $ ( 2,242 ) 0.6 % $ ( 9,308 ) 24.1 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The components of the deferred tax assets are as follows for the periods indicated: 108 Table of Con tents Year Ended December 31, (in thousands) 2021 2020 Deferred income tax assets State taxes $ 69 $ 19 Accrued expenses 3,610 1,318 Inventories 1,905 2,421 Accounts receivable 639 499 Section 163(j) limitation 3,224 2,426 Net operating loss carryforwards 5,354 423 Stock-based compensation 1,883 — Lease liabilities 4,104 — Other 220 54 Total deferred income tax assets 21,008 7,160 Deferred income tax liabilities Goodwill and intangibles ( 7,922 ) ( 7,761 ) Prepaid expenses ( 526 ) ( 166 ) Right-of-use Assets ( 3,733 ) — Property and equipment ( 3,134 ) ( 2,541 ) Total deferred tax liabilities ( 15,315 ) ( 10,468 ) Valuation allowance ( 8,924 ) ( 409 ) Net deferred income tax liabilities $ ( 3,231 ) $ ( 3,717 ) The Company’s net deferred tax liability as presented in the consolidated balance sheets consists of the following items as of the periods indicated: (in thousands) December 31, 2021 December 31, 2020 Deferred income tax assets $ 330 $ 270 Deferred income tax liabilities ( 3,561 ) ( 3,987 ) Net deferred income tax liability $ ( 3,231 ) $ ( 3,717 ) The Company has established a valuation allowance against a portion of its remaining deferred tax assets because it is more likely than not that certain deferred tax assets will not be realized. In determining whether deferred tax assets are realizable, the Company considered numerous factors including historical profitability, the amount of future taxable income and the existence of taxable temporary differences that can be used to realize deferred tax assets. The valuation allowance increased approximately $ 8.5 million in 2021 from 2020 primarily due to recognizing valuation allowances against deferred tax assets of certain state and foreign net operating loss carryforwards, state interest carryforwards, and deferred tax assets for credits. If the Company were to release the valuation allowance upon management determining that it is more likely than not the deferred tax assets could be recognized, approximately $ 4.5 million of income tax benefit would be recorded to continuing operations and the remaining income tax benefit of $ 4.5 million would be recorded to equity. At December 31, 2021, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $ 15.7 million, $ 24.2 million and $ 4.5 million, respectively. The state losses expire beginning in 2025 and the foreign losses beginning in 2031. As of December 31, 2021 and December 31, 2020, the Company had recorded gross unrecognized tax benefits of approximately $ 0.2 million and $ 0.3 million, respectively. All of the unrecognized tax benefits as of December 31, 2021, if recognized, would not materially impact the effective tax rate. As of December 31, 2021, there were no unrecognized tax benefits that the Company expects would change significantly over the next twelve months. The Company recognizes interest expense and penalties associated with uncertain tax positions as a component of income tax expense. The Company has not recognized any interest or penalties because of losses. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows: 109 Table of Con tents (in thousands) December 31, 2021 December 31, 2020 Unrecognized tax benefits at beginning of period $ 270 $ — Increases for tax positions in prior periods — 235 Decreases for tax positions in prior periods ( 59 ) — Increases for tax positions in current period — 35 Total unrecognized tax benefits $ 210 $ 270 The Company is subject to taxation and files income tax returns in the United States federal jurisdiction and many state and foreign jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. The Company’s tax returns remain open for examination in the U.S for years 2018 through 2020. Our foreign subsidiaries are generally subject to examination three years following the year in which the tax obligation originated. The years subject to audit may be extended if the entity substantially understates corporate income tax. APB 23 (codified as FASB ASC 740-10-25-3) allows an exception to the general rule that a U.S. multinational company must accrue U.S. taxes on foreign earnings of its controlled non-U.S. subsidiaries. The Company will continue to indefinitely reinvest earnings from its foreign subsidiaries, which are not significant. Note 12 – Employee Benefit Plan The Company sponsors a defined contribution 401(k) and profit sharing plan that all regular employees are eligible to participate in after one month of service. The Plan is administered by a third-party administrator. Contributions to the plans were $ 1.4 million, $ 0.8 million and $ 0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Note 13 – Equity-Based Compensation In December 2016, HydraFacial established its 2016 Equity Incentive Award Plan (the “2016 Plan”), the purpose of which was to provide incentives to selected officers and employees, to secure and retain their services, and to strengthen their commitment to HydraFacial. The 2016 Plan provided for grants of time vesting (“Time Vesting Options”) and performance-based equity awards (“Performance Vesting Options”) to Company employees (together the “Options”). The vesting of these Options varies based on whether such Time Vesting Options or Performance Vesting Options as described in the grant agreements. During May 2020, HydraFacial canceled 1,295 of the Time Vesting Options and 4,440 of the Performance Vesting Options outstanding under the 2016 Plan and replaced these awards with 1,295 of new time vested incentive units and 4,440 of performance based incentive units for certain members of management . All of the time vesting units and performance vesting units immediately vested upon the consummation of the Business Combination. As a result of the accelerated vesting of options and performance units from the consummation of the Business Combination, the Company recognized $ 1.4 million in stock compensation expense . The Beauty Health Company 2021 Incentive Award Plan (the “2021 Plan”) became effective upon the consummation of the Business Combination. Pursuant to the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other stock or cash based awards to eligible service providers. The aggregate number of shares of the Company’s Class A Common Stock that may be issued pursuant to awards granted under the 2021 Plan is the sum of (i) 14,839,640 and (ii) an annual increase on January 1 of each calendar year (commencing with January 1, 2022 and ending on and including January 1, 2031) equal to a number of shares equal to 4 % of the aggregate shares outstanding as of December 31 of the immediately preceding calendar year (or such lesser number of shares as is determined by the Company’s Board of Directors), subject to adjustment by the plan administrator in the event of certain changes in our corporate structure. The maximum number of shares that may be granted with respect to incentive stock options (“ISOs”) under the 2021 Plan is 7,500,000 . At December 31, 2021, an aggregate 6.7 million shares of the Company’s Class A Common Stock were reserved for the issuance of awards under the 2021 Plan. Employee Stock Purchase Plan The Company maintains the Employee Stock Purchase Plan (the “ESPP”), which became effective upon the consummation of the Business Combination. The aggregate number of shares of the Company’s Class A Common Stock initially reserved for issuance pursuant to rights granted under the ESPP was 2,000,000 . In addition, on the first day of each calendar year beginning 110 Table of Con tents on January 1, 2022 and ending on (and including) January 1, 2031, the number of shares available for issuance under the ESPP will be increased by a number of shares equal to the lesser of (1) one percent ( 1 %) of the shares outstanding on the final day of the immediately preceding calendar year, and (2) such smaller number of shares as determined by the Company’s Board of Directors. Under the ESPP, eligible employees can have up to 10 % of their earnings withheld, up to certain maximums, to be used to purchase shares of the Company’s Class A Common Stock at certain purchase dates. The price of the Company’s Class A Common Stock purchased under the ESPP for the offering periods is equal to 85 % of the lesser of the fair market value of a share of Class A Common Stock of the Company on the beginning or the end of the offering period. As of December 31, 2021, there were no shares of the Company’s Class A Common Stock that were purchased under the ESPP. The Company is currently going through its first offering period which ends May 19, 2022. The Company recognized an immaterial amount of compensation expense related to the ESPP for the year ended December 31, 2021. Stock Options The following table summarizes the Company’s stock option activity for the year ended December 31, 2021: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding - January 1, 2021 — $ — Granted 10,408,270 14.75 Forfeited ( 3,623,250 ) 13.13 Outstanding - December 31, 2021 6,785,020 $ 15.64 9.45 $ 59,482 Options vested and expected to vest - December 31, 2021 6,785,020 $ 15.64 9.45 $ 59,482 The weighted-average grant date fair value of the stock options granted during the year ended December 31, 2021 is $ 7.84 . At December 31, 2021, aggregate unrecognized compensation cost for unvested stock options was $ 49.0 million recognized over a weighted average period of 3.48 years. The stock options granted generally vest over a 4 year period. Restricted Stock Units (“RSUs”) and Performance-based restricted stock units (“PSUs”) The Company reserves the right to grants RSUs to certain employees, executives and directors. The RSUs granted are eligible to vest over four years , subject to the recipient’s continued employment through each vesting date. The PSUs awarded to our NEOs pursuant to the 2021 Plan may be earned over a four-year performance period based on each NEO’s continuation in service through the end of the performance period and the attainment of pre-determined goals related to the Company’s stock price. The actual number of shares of the Company’s Class A Common Stock to be issued, ranging from 0 % to 100 % of the number of PSUs granted, is to be determined based upon the performance of the Company’s Class A Common Stock and will be determined based on the greater of (i) the Company’s average stock price during the 90 -day period ending on the third anniversary of the vesting commencement date and (ii) the Company’s average stock price during the 90 -day period ending on the fourth anniversary of the vesting commencement date. The fair value of PSU awards is recognized on a straight-line basis over their measurement period as compensation expense, and is not subject to reversal even if the market condition is not achieved. The fair value of PSUs was determined using a Monte Carlo simulation with the following assumptions: Input 2021 Grants Risk-free interest rate 0.50 % - 0.65 % Expected volatility of the Company’s Class A Common Stock 55.0 % 111 Table of Con tents The following table summarizes the Company’s unvested equity award activity for the year ended December 31, 2021: Weighted Average Grant Date Fair Value RSUs PSUs RSUs PSUs Outstanding - January 1, 2021 — — $ — $ — Granted 439,488 1,350,000 25.91 9.92 Vested ( 30,963 ) — 26.16 — Forfeited ( 27,750 ) ( 375,000 ) 26.16 6.10 Outstanding - December 31, 2021 380,775 975,000 25.88 11.39 The fair value of equity awards that vested, determined based on their respective fair values at vesting date, was $ 0.7 million in 2021. All of the outstanding equity awards are expected to vest. At December 31, 2021, the aggregate unrecognized compensation cost for unvested RSUs and PSUs was $ 8.5 million and $ 9.9 million, respectively, recognized over a weighted average period of 3.25 years and 3.60 years, respectively. Stock-based Compensation Expense Compensation expense attributable to net stock-based compensation was $ 12.4 million, $ 0.4 million and $ 0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively and recorded in the Consolidated Statements of Comprehensive Loss as follows: Year Ended December 31, (in thousands) 2021 2020 2019 Cost of sales 405 67 37 Selling and marketing 3,547 58 — Research and development 195 — 53 General and administrative 8,271 238 13 Stock-based compensation expense $ 12,418 $ 363 $ 103 Note 14 – Commitments and Contingencies From time to time the Company may be involved in claims, legal actions and governmental proceedings that arise from its business operations. As of December 31, 2021 and 2020, the Company was not a party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, that it believes would have a material adverse effect on its business, financial condition or results of operations. Note 15 – Concentrations As of December 31, 2021, the Company had no customers that accounted for 10% or more of the Accounts receivable balance. As of December 31, 2020, the Company had one customer that accounted for 10% or more of the Accounts receivable balance. This customer accounted for 10.5 %, or $ 1.9 million, of the Accounts receivable balance. No single customer accounted for 10% or more of consolidated Net sales during the years ended December 31, 2021 and December 31, 2020. Note 16 – Related-Party Transactions Registration Rights Agreement In connection with the consummation of the Business Combination, on May 4, 2021, the Company entered into that certain Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with BLS Investor Group LLC and the HydraFacial Stockholders. 112 Table of Con tents Pursuant to the terms of the Registration Rights Agreement, (i) any outstanding share of Class A Common Stock or any other equity security (including the Private Placement Warrants and including shares of Class A Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by the Sponsor or the HydraFacial Stockholders (together, the “Restricted Stockholders”) as of the date of the Registration Rights Agreement or thereafter acquired by a Restricted Stockholder (including the shares of Class A Common Stock issued upon conversion of the 11,500,000 Founder Shares that were owned by the Sponsor and converted to shares of Class A Common Stock prior in connection with the Business Combination and upon exercise of any Private Placement Warrants) and shares of Class A Common Stock issued as Earn-out Shares to the HydraFacial Stockholders and (ii) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise will be entitled to registration rights. The Registration Rights Agreement provides that the Company will, within 60 days after the consummation of the Business Combination, file with the SEC a shelf registration statement registering the resale of the shares of Common Stock held by the Restricted Stockholders and will use its reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in no event later than 60 days following the filing deadline. The Company filed such registration statement on July 19, 2021 and it was declared effective by the SEC on July 26, 2021. The HydraFacial Stockholders are entitled to make up to an aggregate of two demands for registration, excluding short form demands, that the Company register shares of Common Stock held by these parties. In addition, the Restricted Stockholders have certain “piggy-back” registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Registration Rights Agreement. The Company and the Restricted Stockholders agree in the Registration Rights Agreement to provide customary indemnification in connection with any offerings of Common Stock effected pursuant to the terms of the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Sponsor agreed to restrictions on the transfer of their securities issued in the Company’s initial public offering, which (i) in the case of the Founder Shares is one year after the completion of the Business Combination unless (A) the closing price of the Common Stock equals or exceeds $ 12.00 per share for 20 days out of any 30 -trading-day period commencing at least 150 days following the Closing of the Business Combination or (B) the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (ii) in the case of the Private Placement Warrants and the respective Class A Common Stock underlying the Private Placement Warrants is 30 days after the completion of the Business Combination. The Sponsor and its permitted transferees will also be required, subject to the terms and conditions in the Registration Rights Agreement, not to transfer their Private Placement Warrants (as defined in the Registration Rights Agreement) or shares of Common Stock issuable upon the exercise thereof for 30 days following the Closing. Lock-Up Agreement In connection with the consummation of the Business Combination, on May 4, 2021, the Company, the Sponsor and the HydraFacial Stockholders entered into a Lock-Up Agreement, pursuant to which the HydraFacial Stockholders agreed, subject to certain exceptions, not to sell, transfer to another or otherwise dispose of, in whole or in part, the Common Stock held by the HydraFacial Stockholders during the period commencing from the closing of the Business Combination and through the earlier of (i) the 180-day anniversary of the date of the closing of the Business Combination and (ii) the date after the closing of the Business Combination on which the Company consummates certain transactions involving a change of control of the Company Investor Rights Agreement In connection with the consummation of the Business Combination, on May 4, 2021, the Company and LCP Edge Holdco, LLC entered into that certain Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, LCP has the right to designate a number of directors for appointment or election to the Company’s board of directors as follows: (i) one director for so long as LCP holds at least 10 % of the outstanding Class A Common Stock, (ii) two directors for so long as LCP holds at least 15 % of the outstanding Class A Common Stock, and (iii) three directors for so long as LCP holds at least 40 % of the outstanding Class A Common Stock. Pursuant to the Investor Rights Agreement, for so long as LCP holds at least 10 % of the outstanding Class A Common Stock, LCP will be entitled to have at least one of its designees represented on the compensation committee and nominating committee and corporate governance committee of the Company’s board of directors. Amended and Restated Management Services Agreement 113 Table of Con tents HydraFacial entered into a Management Services Agreement, dated December 1, 2016 with Linden Capital Partners III LP (“Linden Capital Partners III”) and DW Management Services, L.L.C. (“DW Management Services”) pursuant to which the parties receive quarterly monitoring fees of the greater of (a) $ 125,000 and (b) 1.25 % of Last Twelve Months EBITDA multiplied by the quotient of (x) the aggregate capital invested by the investors of DW Healthcare Partners IV (B), L.P. (“DWHP Investors”) into LCP and/or its subsidiaries as of such date, divided by (y) the sum of (i) the aggregate capital invested by the DWHP Investors into LCP and/or its subsidiaries, plus (ii) the aggregate capital invested by Linden Capital Partners III into LCP and/or its subsidiaries as of the date of payment. In addition, the management services agreement provides for other fees in relation to services that may be provided in connection with equity and/or debt financing, acquisition of any other business, company, product line or enterprise, or divestiture of any division, business, and product or material assets. The fees vary between 1 % and 2 % of the related transaction amount. Linden Capital Partners III also received a transaction fee upon the consummation of the Business Combination. In connection with the consummation of the Business Combination, on May 4, 2021, the Company, its subsidiary, Edge Systems LLC, and Linden Capital III LLC, the general partner of Linden Manager III LP (the “Linden Manager”) entered into an Amended and Restated Management Services Agreement (the “Linden Management Services Agreement”) pursuant to which the Linden Manager may continue to provide advisory services at the request of the Company related to mergers and acquisitions for one year following the Business Combination. As consideration for such services, the Company will pay a fee, equal to 1 % of enterprise value of the target acquired, to the Linden Manager upon the consummation of any such transaction (the “1% Fee”). The Company has also agreed to reimburse Linden Manager for certain expenses in connection with such advisory services. However, pursuant to the Linden Management Services Agreement, the Company’s obligation to pay the 1 % Fee expires twelve months after the consummation of the Business Combination. HydraFacial recorded approximately $ 0.2 million, $ 1.8 million and $ 1.8 million of charges related to management services fees for th e year ended December 31, 2021, 2020 and 2019, respectively. These amounts are included in General and administrative expenses on the Company’s Consolidated Statements of Comprehensive Loss. There were no amounts due to these related parties at December 31, 2021, 2020 and 2019 . In relation to the consummation of the Business Combination, $ 21.0 million in transaction fees was paid to the Former Parent. These amounts are included in General and administrative expenses on the Company’s Consolidated Statements of Comprehensive Loss. Former Related Party Note Receivable HydraFacial issued shares to a key member of management in exchange for a note receivable with a $ 0.6 million face value. Interest on the note accrues at a rate of 8 % and matures in December 2022. Interest receivable is presented as a component of other assets on the Company’s Consolidated Balance Sheets. As there was no intent for the issuer to pay the note within a reasonably short period of time, HydraFacial has presented the note as a deduction of stockholders’ deficit. In connection with the consummation of the Business Combination, the outstanding note receivable amount was settled . Former Long-term Debt Due to Related Parties On April 10, 2020, the Company’s existing Credit Agreement with a bank that is also a related party was amended to include a “PIK” interest component of 2 % that accrues on the outstanding balances of the Term Loan and Revolver. Additionally, the Company is required to pay an early prepayment fee of 2.00 % of the amount prepaid or repaid on the Term Loan prior to April 10, 2021, and 1.00 % if prepaid between April 11, 2021 and April 10, 2022 . I n connection with the consummation of the Business Combination, all outstanding debt was paid. As of December 31, 2021 , there was no amount due to related parties in connection with the Term Loan and Revolver . On April 10, 2020, HydraFacial also entered into a second credit facility with a related party to provide for borrowings of $ 30.0 million (the “Term A Loan”). In connection with the consummation of the Business Combination, all outstanding debt was paid. As of December 31, 2021 , there was no amount due to a related parties in connection with the Term A Loan and related PIK Interest. Related Party Leases Signal Hill Office HydraFacial leases its office in Signal Hill, California, from an entity owned by former minority stockholders of HydraFacial who are no longer active employees. Lease expense under this lease was $ 0.4 million, $ 0.3 million and $ 0.5 million for the year ended December 31, 2021, 2020 and 2019, respectively. 114 Table of Con tents Miami Beach Office The Company maintains an office in Miami Beach, Florida, whereby the Company, on a monthly basis, reimburses an entity owned by the Company’s Executive Chairman that makes such office available to the Company for its employees and affiliates. Sales to Related Parties HydraFacial sells to a customer that is owned directly or indirectly by a former key member of management. Sales for this related party and the outstanding accounts receivable balance are as follows for the periods indicated: Year Ended December 31, (in thousands) 2021 2020 2019 Sales to related party $ 551 $ 337 $ 351 (in thousands) December 31, 2021 December 31, 2020 Accounts receivable due from related party $ 394 $ 250 Note 17 - Stockholders’ Deficit Common Stock The Company is authorized to issue 320,000,000 shares of Class A Common Stock, par value of $ 0.0001 per share. Holders of Class A Common Stock are entitled to one vote for each share. As of December 31, 2021, 2020 and 2019, there were 150,598,047 , 35,501,743 and 32,136,203 , respectively, of Class A Common Stock issued and outstanding. The Class A Common Stock is entitled t o one vote pe r share and all shares are outstanding. The Company has not declared or paid any dividends with respect to its Class A Common Stock . In connection with the Business Combination on May 4, 2021, the Company issued 35,000,000 shares of Class A Common Stock to certain qualified institutional buyers and accredited investors that agreed to purchase such shares in connection with the Business Combination for aggregate consideration of $ 350 million. The Company also issued 35,501,743 shares of Class A Common Stock as partial compensation to the HydraFacial Stockholders for the Business Combination. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, 2020 and 2019, there were no shares of preferred stock issued or outstanding. Note 18 - Segment Reporting The Company manages its business on the basis of one operating segment and one reportable segment. As a result, the chief operating decision maker, who is the Chief Executive Officer, decides how to allocate resources and assess performance, reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocates resources and evaluates financial performance. Net sales by geographic region were as follows for the periods indicated: Year Ended December 31, (in thousands) 2021 2020 2019 Americas $ 169,426 $ 81,453 $ 122,396 Asia-Pacific 43,701 14,464 15,802 Europe, the Middle East and Africa 46,959 23,175 28,425 Total net sales $ 260,086 $ 119,092 $ 166,623 115 Table of Con tents As of December 31, 2021 and 2020 substantially all of the Company’s property, plant and equipment was held in the United States. Note 19 – Net Loss Attributable to Common Shareholders Net loss attributable to common stockholders is computed by deducting both the dividend distributions declared in the period on preferred stock and the dividends accumulated for the period on cumulative preferred stock from net loss (“Basic EPS”). Diluted net loss per share (“Diluted EPS”) is computed by dividing net loss attributable to common stockholders by the total of the weighted average common stock outstanding shares outstanding during the period. The Conversion Option in the Notes may be settled by Physical Settlement, Cash Settlement or Combination Settlement at the Company’s option. Pursuant to ASC 260-10-45-40 (as amended by ASU 2020-06), the if-converted method generally must be used to determine the effect a convertible instrument has on diluted EPS unless the two-class method would be more dilutive. Because the Company has net losses for all periods presented, the impact of the Conversion Option would be anti-dilutive and, as a result, has not had an impact on the Diluted EPS calculation. Diluted EPS for the years ended December 31, 2021, 2020 and 2019, exclude the dilutive effect of stock option shares because their inclusion would be anti-dilutive for all periods. The following table sets forth the calculation of both basic and diluted net loss per share as follows for the periods indicated: Year Ended December 31, (in thousands, except share and per share amounts) 2021 2020 2019 Basic and diluted loss per share: Net loss $ ( 375,108 ) $ ( 29,175 ) $ ( 1,638 ) Shares used in computation: Weighted average common shares outstanding 102,114,949 34,293,271 32,136,203 Basic and diluted loss per share: $ ( 3.67 ) $ ( 0.85 ) $ ( 0.05 ) The following shares have been excluded from the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive: December 31, 2021 December 31, 2020 December 31, 2019 Stock Options 6,785,020 542 1,509 RSUs and PSUs 1,355,775 — — Private warrants 6,970,000 — — Convertible Note Securities 23,614,425 — — Note 20 – Subsequent Events Other than as disclosed elsewhere, no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes. 116 Table of Con tents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.