Business Combinations and Asset Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

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

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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 and 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 (3)		Sidermica (4)
Consideration paid:
Cash, net of cash acquired	$	4,920	$	2,540	$	11,338	$	6,861
Class A Common Stock issued (1)	1,557		456		6,513		815

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	$	9,257
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)		(2,008)		—
Accrued and other liabilities	(802)		(317)		(340)		—
Total identifiable net assets	2,738		3,141		4,232		4,911
Goodwill	$	4,766	$	2,191	$	17,451	$	4,346

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(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. Contingent consideration payments for the Wigmore acquisition were paid during the three months ended March 31, 2022.

(3) During the first quarter of 2022, adjustments were made to the Ecomedic valuation pertaining to acquisition date tax liability. Goodwill was adjusted due to an increase of $0.2 million to acquisition date tax liability.

(4) During the second quarter of 2022, adjustments were made to the Sidermica valuation pertaining to contingent consideration. Goodwill was adjusted due to finalization of the valuation of contingent consideration of $1.98 million. Contingent consideration payments for the Sidermica acquisition were paid during the three months ended June 30, 2022.