Business Combinations (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

The following table reconciles the elements of the Business Combination to the Company’s Consolidated Statements of Cash Flows and the Consolidated Statements of Stockholders’ Equity (Deficit) for the year ended December 31, 2021:


(in thousands)	Recapitalization
Cash in trust, net of redemptions	$	433,382
Cash — PIPE		350,000
Less: Cash paid out to Former Parent		(367,870	)
Less: Transaction costs and advisory fees		(56,976	)
Less: Cash paid out from net working capital adjustment related to acquisitions		(902	)

Net Cash Received from Business Combination	$	357,634

The number of shares of Class A Common Stock issued following the consummation of the Business Combination:


	Number of Shares
Class A common stock outstanding prior to Business Combination		46,000,000
Less: Redemption of Vesper Class A Common Stock		(2,672,690	)

Class A common stock of Vesper		43,327,310
Founder shares (Vesper Class B Common Stock)		11,500,000
PIPE Shares		35,000,000

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

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

(1)	The number of Legacy HydraFacial shares was determined from the 54,358 shares of HydraFacial common stock outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 653.109.

Summary of assets acquired at fair value

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


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

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

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

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

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

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

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