Business Combinations (Tables)

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of reverse recapitalization

The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the six months ended June 30, 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)
Net Cash Received from Business Combination	$	358,536

The number of shares of common stock issued immediately 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
Vesper Founder shares	11,500,000
PIPE Shares	35,000,000
Business Combination and PIPE shares	89,827,310
Legacy HydraFacial shares (1)	35,501,743
Total Shares of Class A Common Stock Immediately after Business Combination	125,329,053

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(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 paid and estimated preliminary fair values assigned to the assets acquired and liabilities assumed at the date of acquisition:

(in thousands)
Consideration Paid:
Cash, net of cash acquired	$	4,920
Class A Common Stock issued	1,557
	$	6,477
Identifiable assets acquired and liabilities assumed
Accounts receivable	$	1,110
Non-compete agreement	100
Customer relationships	2,696
Inventory and other assets	354
Accounts payable	(1,072)
Deferred tax liabilities, net	(675)
Accrued and other liabilities	(802)
Total identifiable net assets	1,711
Goodwill	$	4,766