Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity Registrant Name | HIMS & HERS HEALTH, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-38986 | ||
Entity Tax Identification Number | 98-1482650 | ||
Entity Address, Address Line One | 2269 Chestnut Street, #523 | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94123 | ||
City Area Code | 415 | ||
Local Phone Number | 851-0195 | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Trading Symbol | HIMS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.8 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the 2022 annual meeting of stockholders are incorporated by reference in response to Part III of this Annual Report on Form 10-K to the extent stated herein. The 2022 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001773751 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 196,695,342 | ||
Common Class V | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 8,377,623 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Firm ID | 185 |
Auditor Location | San Francisco, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 71,784 | $ 27,344 |
Short-term investments | 175,490 | 72,864 |
Inventory | 13,558 | 3,543 |
Prepaid expenses and other current assets | 9,073 | 5,404 |
Deferred transaction costs | 0 | 3,929 |
Total current assets | 269,905 | 113,084 |
Restricted cash | 856 | 1,006 |
Goodwill | 110,881 | 0 |
Intangibles, net | 25,890 | 59 |
Operating lease right-of-use assets | 5,111 | 0 |
Other long-term assets | 7,942 | 4,548 |
Total assets | 420,585 | 118,697 |
Current liabilities: | ||
Accounts payable | 19,640 | 8,066 |
Accrued liabilities | 12,194 | 4,984 |
Deferred revenue | 3,188 | 1,272 |
Earn-out payable | 42,834 | 0 |
Operating lease liabilities | 1,365 | 0 |
Warrant liabilities | 0 | 906 |
Total current liabilities | 79,221 | 15,228 |
Operating lease liabilities | 4,117 | 0 |
Earn-out liabilities | 1,999 | 0 |
Other long-term liabilities | 629 | 381 |
Total liabilities | 85,966 | 15,609 |
Commitments and contingencies (Note 14) | ||
Mezzanine equity: | ||
Redeemable convertible preferred stock par value $0.0001, 275,000,000 and 95,997,674 shares authorized and nil and 93,328,118 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively; liquidation preference of nil and $268,452 as of December 31, 2021 and December 31, 2020, respectively | 0 | 249,962 |
Stockholders' equity (deficit): | ||
Common stock – Class A shares, par value $0.0001, 2,750,000,000 and 166,696,759 shares authorized and 196,414,363 and 46,025,754 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively; Class V shares, par value $0.0001, 10,000,000 shares authorized and 8,377,623 shares issued and outstanding as of December 31, 2021; Class F shares, par value $0.0001, 6,941,352 shares authorized, issued, and outstanding as of December 31, 2020 | 20 | 5 |
Additional paid-in capital | 613,687 | 24,424 |
Accumulated other comprehensive loss | (137) | (11) |
Accumulated deficit | (278,951) | (171,292) |
Total stockholders' equity (deficit) | 334,619 | (146,874) |
Total liabilities, mezzanine equity, and stockholders' equity (deficit) | $ 420,585 | $ 118,697 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Mezzanine equity: | ||
Mezzanine equity, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Mezzanine equity, shares authorized (in shares) | 275,000,000 | 95,997,674 |
Mezzanine equity, shares issued (in shares) | 0 | 93,328,118 |
Mezzanine equity, shares outstanding (in shares) | 0 | 93,328,118 |
Mezzanine equity, liquidation preference | $ 0 | $ 268,452,000 |
Common Class A | ||
Stockholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,750,000,000 | 166,696,759 |
Common stock, shares issued (in shares) | 196,414,363 | 46,025,754 |
Common stock, shares outstanding (in shares) | 196,414,363 | 46,025,754 |
Common Class V | ||
Stockholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 10,000,000 | |
Common stock, shares issued (in shares) | 8,377,623 | |
Common stock, shares outstanding (in shares) | 8,377,623 | |
Common Class F | ||
Stockholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 6,941,352 | |
Common stock, shares issued (in shares) | 6,941,352 | |
Common stock, shares outstanding (in shares) | 6,941,352 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 271,878 | $ 148,757 | $ 82,558 |
Cost of revenue | 67,384 | 39,307 | 37,953 |
Gross profit | 204,494 | 109,450 | 44,605 |
Operating expenses: | |||
Marketing | 135,902 | 58,989 | 63,156 |
Selling, general, and administrative | 183,634 | 65,605 | 55,863 |
Total operating expenses | 319,536 | 124,594 | 119,019 |
Loss from operations | (115,042) | (15,144) | (74,414) |
Other income (expense): | |||
Change in fair value of liabilities | 3,802 | (3,101) | 951 |
Interest expense | 0 | (10) | (369) |
Other income, net | 445 | 268 | 1,858 |
Total other income (expense), net | 4,247 | (2,843) | 2,440 |
Loss before income taxes | (110,795) | (17,987) | (71,974) |
Benefit (provision) for income taxes | 3,136 | (127) | (90) |
Net loss | (107,659) | (18,114) | (72,064) |
Other comprehensive (loss) income | (126) | (13) | 4 |
Total comprehensive loss | $ (107,785) | $ (18,127) | $ (72,060) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (0.58) | $ (0.51) | $ (2.07) |
Diluted (in dollars per share) | $ (0.58) | $ (0.51) | $ (2.07) |
Weighted average shares outstanding: | |||
Basic (in shares) | 186,781,537 | 35,353,809 | 34,758,817 |
Diluted (in shares) | 186,781,537 | 35,353,809 | 34,758,817 |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Common Stock | Common StockPreviously Reported | Common StockRevision of Prior Period, Adjustment | Additional Paid-In Capital | Additional Paid-In CapitalPreviously Reported | Additional Paid-In CapitalRevision of Prior Period, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Previously Reported | Accumulated Deficit | Accumulated DeficitPreviously Reported | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockPreviously Reported | Redeemable Convertible Preferred StockRevision of Prior Period, Adjustment | Redeemable Class A Common Stock | Redeemable Class A Common StockPreviously Reported |
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2018 | 71,095,463 | 156,950,448 | (85,854,985) | 0 | 0 | |||||||||||||
Mezzanine equity, beginning balance at Dec. 31, 2018 | $ 94,151 | $ 94,151 | $ 0 | $ 0 | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Issuance of stock, net of issuance costs (in shares) | 13,418,728 | |||||||||||||||||
Issuance of stock, net of issuance costs | $ 92,590 | |||||||||||||||||
Reclassification associated with Class A common stock subject to redemption (in shares) | 737,058 | |||||||||||||||||
Reclassification associated with Class A common stock subject to redemption | $ 4,500 | |||||||||||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2019 | 84,514,191 | 737,058 | ||||||||||||||||
Mezzanine equity, ending balance at Dec. 31, 2019 | $ 186,741 | $ 4,500 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 51,152,211 | 112,924,032 | (61,771,821) | |||||||||||||||
Beginning balance at Dec. 31, 2018 | $ (71,357) | $ (71,357) | $ 0 | $ 5 | $ 0 | $ 5 | $ 9,754 | $ 9,759 | $ (5) | $ (2) | $ (2) | $ (81,114) | $ (81,114) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of Class A common stock warrants | 61 | 61 | ||||||||||||||||
Exercise of vested stock options (in shares) | 175,328 | |||||||||||||||||
Exercise of vested stock options | 23 | 23 | ||||||||||||||||
Early exercise of unvested stock options (in shares) | 1,005,116 | |||||||||||||||||
Vesting of early-exercised stock options | 12 | 12 | ||||||||||||||||
Forfeiture of unvested early exercised shares (in shares) | (7,138) | |||||||||||||||||
Stock-based compensation | 8,028 | 8,028 | ||||||||||||||||
Reclassification associated with Class A common stock subject to redemption (in shares) | (737,058) | |||||||||||||||||
Reclassification associated with Class A common stock subject to redemption | (4,500) | (4,500) | ||||||||||||||||
Other comprehensive (loss) income | 4 | 4 | ||||||||||||||||
Net income | (72,064) | (72,064) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 51,588,459 | |||||||||||||||||
Ending balance at Dec. 31, 2019 | $ (139,793) | $ 5 | 13,378 | 2 | (153,178) | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Issuance of stock, net of issuance costs (in shares) | 7,472,062 | |||||||||||||||||
Issuance of stock, net of issuance costs | $ 51,900 | |||||||||||||||||
Exercise of Series C redeemable convertible preferred stock warrants (in shares) | 1,341,865 | |||||||||||||||||
Exercise of Series C redeemable convertible preferred stock warrants | $ 11,321 | |||||||||||||||||
Expiration of the Class A common stock redemption right (in shares) | (737,058) | |||||||||||||||||
Expiration of the Class A common stock redemption right | $ (4,500) | |||||||||||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020 | 93,328,118 | 93,328,118 | 0 | |||||||||||||||
Mezzanine equity, ending balance at Dec. 31, 2020 | $ 249,962 | $ 249,962 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of vested stock options (in shares) | 167,655 | |||||||||||||||||
Exercise of vested stock options | 123 | 123 | ||||||||||||||||
Exercise of Class A common stock warrants (in shares) | 1,051,206 | |||||||||||||||||
Exercise of Class A common stock warrants | 561 | 561 | ||||||||||||||||
Early exercise of unvested stock options (in shares) | 17,924 | |||||||||||||||||
Vesting of early-exercised stock options | 31 | 31 | ||||||||||||||||
Forfeiture of unvested early exercised shares (in shares) | (595,196) | |||||||||||||||||
Stock-based compensation | 5,831 | 5,831 | ||||||||||||||||
Expiration of the Class A common stock redemption right (in shares) | 737,058 | |||||||||||||||||
Expiration of the Class A common stock redemption right | 4,500 | 4,500 | ||||||||||||||||
Other comprehensive (loss) income | (13) | (13) | ||||||||||||||||
Net income | (18,114) | (18,114) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 52,967,106 | |||||||||||||||||
Ending balance at Dec. 31, 2020 | $ (146,874) | $ 5 | 24,424 | (11) | (171,292) | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Pre-closing stock repurchase, net of exercise of vested options (in shares) | (206,511) | |||||||||||||||||
Pre-closing stock repurchase, net of exercise of vested options | $ (125) | |||||||||||||||||
Conversion of convertible securities (in shares) | (93,121,607) | |||||||||||||||||
Conversion of convertible securities | $ (249,837) | |||||||||||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | |||||||||||||||
Mezzanine equity, ending balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Pre-closing stock repurchase, net of exercise of vested options (in shares) | (1,817,519) | |||||||||||||||||
Pre-closing stock repurchase, net of exercise of vested options | (21,902) | (21,902) | ||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 93,121,607 | |||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock | 249,837 | $ 9 | 249,828 | |||||||||||||||
Repayment of related-party promissory notes associated with vested shares | 854 | 854 | ||||||||||||||||
Forfeiture of related-party promissory notes (in shares) | (370,734) | |||||||||||||||||
Conversion of Series D preferred stock warrants to Class A common warrants | 1,160 | 1,160 | ||||||||||||||||
Exercise of vested stock options (in shares) | 1,382,978 | |||||||||||||||||
Exercise of vested stock options | 1,259 | $ 1 | 1,258 | |||||||||||||||
Exercise of Class A common stock warrants (in shares) | 1,867,380 | |||||||||||||||||
Exercise of Class A common stock warrants | 21,679 | 21,679 | ||||||||||||||||
Issuance of common stock upon Merger, net of transaction costs (in shares) | 24,142,244 | |||||||||||||||||
Issuance of common stock upon Merger, net of transaction costs | 129,659 | $ 2 | 129,657 | |||||||||||||||
Issuance of PIPE shares (in shares) | 7,500,000 | |||||||||||||||||
Issuance of PIPE shares | 75,000 | $ 1 | 74,999 | |||||||||||||||
Warrant expense in connection with Merger | 154 | 154 | ||||||||||||||||
Issuance of Merger earn-out shares to common stockholders (in shares) | 14,153,520 | |||||||||||||||||
Issuance of Merger earn-out shares to common stockholders | 1 | $ 1 | ||||||||||||||||
Issuance of common stock for acquisition of businesses (in shares) | 8,699,815 | |||||||||||||||||
Issuance of common stock for acquisition of businesses | 52,614 | $ 1 | 52,613 | |||||||||||||||
Vesting of early exercised stock options (in shares) | (2,812) | |||||||||||||||||
Vesting of early-exercised stock options | 227 | 227 | ||||||||||||||||
Stock-based compensation | 67,767 | 67,767 | ||||||||||||||||
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares) | 1,189,786 | |||||||||||||||||
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes | (5,998) | (5,998) | ||||||||||||||||
Issuance of common stock upon Class A common stock warrant redemption (in shares) | 1,958,615 | |||||||||||||||||
Issuance of common stock upon Class A common stock warrant redemption | 16,967 | 16,967 | ||||||||||||||||
Other comprehensive (loss) income | (126) | (126) | ||||||||||||||||
Net income | (107,659) | (107,659) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 204,791,986 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 334,619 | $ 20 | $ 613,687 | $ (137) | $ (278,951) |
Consolidated Statements of Me_2
Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock issuance costs | $ 12,851 | $ 3,356 | $ 0 |
Stock issuance costs | $ 18,700 | ||
Redeemable Convertible Preferred Stock | |||
Stock issuance costs | $ 100 | $ 10,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net income | $ (107,659) | $ (18,114) | $ (72,064) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,075 | 1,057 | 260 |
Stock-based compensation | 67,211 | 5,831 | 8,028 |
Change in fair value of liabilities | (3,802) | 3,101 | (951) |
Warrant expense in connection with Merger | 154 | 0 | 0 |
Lease termination expense | 0 | 754 | 0 |
Amortization of debt issuance costs | 144 | 322 | 70 |
Net amortization on securities | 2,166 | 325 | (200) |
Benefit for deferred taxes | (3,388) | 0 | 0 |
Non-cash operating lease cost | 1,510 | 0 | 0 |
Non-cash acquisition-related costs | 1,182 | 0 | 0 |
Non-cash other | 540 | 59 | (158) |
Changes in operating assets and liabilities: | |||
Inventory | (9,628) | 674 | (522) |
Prepaid expenses and other current assets | 3,200 | (645) | (2,436) |
Other long-term assets | (58) | 8 | (755) |
Accounts payable | 9,853 | 826 | (6,075) |
Accrued liabilities | 197 | 2,423 | (276) |
Deferred revenue | 1,412 | 519 | 212 |
Operating lease liabilities | (1,521) | 0 | 0 |
Other long-term liabilities | 0 | 381 | 0 |
Net cash used in operating activities | (34,412) | (2,479) | (74,867) |
Investing activities | |||
Purchases of investments | (266,633) | (95,008) | (42,012) |
Maturities of investments | 158,375 | 47,990 | 4,500 |
Proceeds from sales of investments | 3,465 | 11,550 | 0 |
Acquisition of businesses, net of cash acquired | (46,468) | 0 | 0 |
Investment in website development and internal-use software | (4,175) | (2,496) | (1,479) |
Purchases of property, equipment, and intangible assets | (832) | (1,737) | (308) |
Net cash used in investing activities | (156,268) | (39,701) | (39,299) |
Financing activities | |||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 51,900 | 102,566 |
Payments for debt issuance costs | 0 | 0 | (377) |
Pre-closing stock repurchase | (22,027) | 0 | 0 |
Proceeds from issuance of common stock upon Merger | 197,686 | 0 | 0 |
Proceeds from PIPE | 75,000 | 0 | 0 |
Payments for transaction costs related to securities issuances | (12,851) | (3,356) | 0 |
Proceeds from repayment of promissory notes associated with vested and unvested shares | 1,193 | 0 | 0 |
Proceeds from exercise of Series C preferred stock warrants | 0 | 29 | 0 |
Proceeds from exercise of Class A common stock warrants, net of redemption payments | 787 | 561 | 0 |
Proceeds from exercise of vested and unvested stock options, net of repurchases and cancelations | 1,253 | 123 | 44 |
Borrowings of principal on term loan | 0 | 0 | 2,136 |
Repayments of principal on term loan | 0 | (1,515) | (9,051) |
Payments for taxes related to net share settlement of equity awards | (5,998) | 0 | 0 |
Net cash provided by financing activities | 235,043 | 47,742 | 95,318 |
Foreign currency effect on cash and cash equivalents | (73) | (9) | (5) |
Increase (decrease) in cash, cash equivalents, and restricted cash | 44,290 | 5,553 | (18,853) |
Cash, cash equivalents, and restricted cash at beginning of period | 28,350 | 22,797 | 41,650 |
Cash, cash equivalents, and restricted cash at end of period | 72,640 | 28,350 | 22,797 |
Supplemental disclosures of cash flow information | |||
Cash paid for taxes | 338 | 221 | 139 |
Cash paid for interest | 0 | 10 | 361 |
Non-cash investing and financing activities | |||
Redeemable Class A common stock reclassification | 0 | 0 | 4,500 |
Warrants issued for debt issuance costs | 0 | 0 | 133 |
Expiration of Class A common stock redemption right | 0 | 4,500 | 0 |
Exercise of convertible preferred stock warrants | 0 | 11,292 | 0 |
Recapitalization of redeemable convertible preferred stock from pre-closing stock repurchase | 125 | 0 | 0 |
Conversion of redeemable convertible preferred stock to common stock | 249,837 | 0 | 0 |
Assumption of Merger warrants liability | 51,814 | 0 | 0 |
Redemption/exercise of Class A common stock warrants | 37,834 | 0 | 0 |
Conversion of Series D preferred stock warrants to Class A common warrants | 1,160 | 0 | 0 |
Vesting of early-exercised stock options, net of cancelations | 227 | 31 | 12 |
Common stock issued, contingent consideration, and liabilities assumed in acquisition of businesses | $ 99,958 | $ 0 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Hims & Hers Health, Inc. (the “Company”), formerly known as Oaktree Acquisition Corp. (“OAC”), is a direct-to-customer telehealth company incorporated in Delaware. The Company’s mission is to make healthcare accessible, affordable, and convenient for everyone. The Company designed and built a digitally native, cloud-based technology centered around the consumer, and designed everything with the consumer in mind. The Company’s proprietary websites, telehealth platform, electronic medical records system, and pharmacy integration combine to provide customers with a seamless, easy-to-use, digital-first experience. The Company offers a range of health and wellness products and services available for purchase directly by customers on the Company’s websites and through wholesale partners. On January 20, 2021 (the “Closing Date”), OAC completed the acquisition of Hims, Inc. (“Hims”) pursuant to the Agreement and Plan of Merger dated as of September 30, 2020 (the “Merger Agreement”) by and among OAC, Hims, and Rx Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of OAC (“Merger Sub”). The Merger Agreement provided for, among other things, the combination of Hims and OAC pursuant to the merger of Merger Sub with and into Hims, with Hims continuing as the surviving entity and as a wholly-owned subsidiary of OAC, which changed its name to Hims & Hers Health, Inc. (the “Merger”). The Merger was accounted for as a reverse recapitalization with Hims as the accounting acquirer and OAC as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Hims and its wholly-owned subsidiaries as if Hims is the predecessor to the Company. The share and per share information in these consolidated financial statements has therefore been retroactively restated to reflect the share exchange ratio established in the Merger (0.4530 shares of Company Class A common stock for 1 share of Hims Class A common stock). Prior to the Merger, OAC ordinary shares and warrants were traded on the New York Stock Exchange (“NYSE”) under the ticker symbols “OAC” and “OAC WS”, respectively. On the Closing Date, the Company’s Class A common stock and warrants began trading on the NYSE under the ticker symbols “HIMS” and “HIMS WS”, respectively. Upon the completion of the warrant redemption in August 2021, the Company is trading on the NYSE solely under the ticker symbol “HIMS”. One of the primary purposes of the Merger was to provide a platform for Hims to gain access to the U.S. capital markets. See Note 3 – Recapitalization for additional details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated in the consolidated financial statements herein. For the years ended December 31, 2021, 2020, and 2019, the Company had operations primarily in the United States and immaterial operations in the United Kingdom. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates and assumptions by management include, among others, valuation of inventory, valuation and recognition of stock-based compensation expense, valuation and recognition of warrants, valuation of contingent consideration in business combinations, purchase price allocation for business combinations, and estimates in capitalization of website development and internal-use software costs. Management believes that the estimates and judgments upon which it relies are reasonable based upon information available to it at the time that these estimates and judgments were made. Actual results experienced by the Company may differ from management’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected. Risks and Uncertainties The Company’s business, operations, and financial results are subject to various risks and uncertainties, including adverse United States economic conditions, legal restrictions, changing laws for medical services and prescription products, decisions to outsource or modify portions of its supply chain, and competition in its industry, and of which could adversely affect its business, financial condition, results of operations, and cash flows. These significant factors, among others, could cause the Company’s future results to differ materially from the consolidated financial statements. Concentration Risk The Company’s financial instruments that are potentially exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, investments, and accounts receivable. The Company maintains its cash, cash equivalents, short-term investments, and restricted cash with high-quality financial institutions with investment-grade ratings. The majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The prescription products ordered on the Company’s e-commerce online platform are primarily fulfilled by four affiliated and third-party pharmacies. If any of the pharmacies were to stop fulfilling orders, it could significantly slow prescription product sales until fulfillment volume is redistributed to other operating pharmacies. The Company maintains agreements with these pharmacies and is investing in expanding affiliated pharmacy fulfillment capabilities to mitigate any such risk. As of December 31, 2021, three wholesale customers individually represented more than 10% of accounts receivable. As of December 31, 2020, one wholesale customer represented more than 10% of accounts receivable. For the years ended December 31, 2021, 2020, and 2019, no single customer represented more than 10% of revenue. In addition, the Company had an immaterial amount of revenue related to sales in foreign countries. Foreign Currency Translation The Company’s consolidated financial statements are presented in U.S. dollars. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are presented as foreign currency translation adjustments, a component of other comprehensive income on the consolidated statements of operations and comprehensive loss. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. Segment Reporting The Company is managed as a single operating segment on a consolidated basis, inclusive of acquisitions. The Company determined that the Chief Executive Officer (“CEO”) is the chief operating decision maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization at a consolidated level. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity or remaining maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash and cash equivalents with financial institutions. The restricted cash balance comprises cash collateral that is held by the Company’s primary financial institution to secure a letter of credit issued as a security deposit for the Company’s warehouse facility in New Albany, Ohio. In 2020, the Company also had cash collateral for use of the financial institution’s cash management services. See Note 13 – Borrowing Arrangements for further details. Total cash, cash equivalents, and restricted cash are summarized as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 71,784 $ 27,344 Restricted cash 856 1,006 Total cash, cash equivalents, and restricted cash $ 72,640 $ 28,350 Investments Available-for-sale debt instruments with original maturities at the date of purchase greater than three months and remaining maturities of less than one year are classified as short-term investments. Available-for-sale debt instruments with original maturities at the date of purchase and remaining maturities of greater than one year are classified as long-term investments. The Company intends to sell such investments at or close to maturity. The investments, if any, are designated as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss, except for other-than-temporary impairments and credit losses. The Company determines the cost of the investment sold based on specific identification at the individual security level. The Company records the interest income and realized gains and losses on the sale of these instruments within other income (expense), net on the consolidated statements of operations and comprehensive loss. Other-Than-Temporary Impairment and Credit Losses Prior to 2021, the Company followed the guidance in Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities in determining whether unrealized losses were other than temporary. The Company adopted ASC Topic 326 for the year ended December 31, 2021, and now considers whether unrealized losses have resulted from a credit loss or other factors. The unrealized losses on the Company’s available-for-sale securities for the years ended December 31, 2021, 2020, or 2019 were caused by fluctuations in market value and interest rates as a result of the economic environment. The Company concluded that an allowance for credit losses was unnecessary as of December 31, 2021 and that there were no impairments as of December 31, 2020, or 2019 considered as other-than-temporary because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery of their cost basis or recovery of fair value. There was no realized gain or loss on available-for-sale securities in the periods presented. Fair Value of Financial Instruments The fair value of a financial instrument is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to ongoing fair value measurement are categorized and disclosed into one of the three categories depending on observable or unobservable inputs employed in the measurement. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. 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. Inventory Inventory primarily consists of finished goods and raw materials that are located at Company-managed and third-party fulfillment warehouses. Inventory is stated at the lower of cost and net realizable value and inventory cost is determined by the weighted average cost method. The Company reserves for expired, slow-moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory. Management monitors inventory to identify events that would require impairment due to slow-moving, expired, or obsolete inventory and reduces the value of inventory when required. Obsolete inventory balances are written off against the inventory allowance when management determines that the inventory cannot be sold. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of balances related to prepayments or vendor deposits for insurance, marketing, software, inventory and other operating costs, and trade and other accounts receivables. Prepaid expenses are recorded when payment has been made in advance for goods and services. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Receivables are stated at amounts estimated by management to be equal to their net realizable values. The allowance for doubtful accounts is the Company's best estimate of the amount of expected credit losses. The expectation of collectability is based on the Company's review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and an allowance is recorded accordingly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2021 and 2020, accounts receivable was $4.1 million and $1.1 million. There were no write-offs of accounts receivable for the years ended December 31, 2021, 2020, or 2019. As of December 31, 2021 and 2020, the Company had no allowances for doubtful accounts. The Company does not have any off-balance sheet credit exposure related to its customers. Other Long-Term Assets Property and equipment, net was $2.2 million and $1.7 million as of December 31, 2021 and 2020, and is classified within other long-term assets on the consolidated balance sheets. Property and equipment are recorded at cost, less accumulated depreciation and amortization. Maintenance and repair costs are charged to expense as incurred, and expenditures that extend the useful lives of assets are capitalized. Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives ranging from two Capitalizable website development and internal-use software costs, net was $5.7 million and $2.8 million as of December 31, 2021 and 2020, and is classified within other long-term assets on the consolidated balance sheets. The costs incurred during the website application and infrastructure stages as well as costs incurred during the graphics and content development stages are capitalized; all other costs are expensed as incurred. In addition, the Company incurs costs to develop software for internal use. The costs incurred during the application development phase are capitalized until the project is completed and the asset is ready for intended use. All costs that relate to the preliminary project and post-implementation operation phases of development are expensed as incurred. The following table summarizes the estimated amortization of website development and internal-use software costs subsequent to December 31, 2021 (in thousands): 2022 $ 2,457 2023 2,017 2024 1,253 Total $ 5,727 Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of $110.9 million was acquired in 2021 and no goodwill impairment was recorded for the year ended December 31, 2021. Intangible Assets Intangible assets primarily includes trade name, customer relationships, and developed technology. The Company amortizes such definite-lived intangible assets on a straight-line basis over the assets’ estimated useful lives of two Impairment of Long-Lived Assets Long-lived assets include property and equipment and intangible assets subject to amortization. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such cases, recoverability of assets to be held and used is assessed by comparing the carrying amount of assets with their future underlying net undiscounted cash flows without interest charges. If such assets are considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets. As of December 31, 2021, 2020, and 2019, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. Operating Leases The Company determines if an arrangement contains a lease at inception based on whether there is identified property, plant, or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company leases a real estate facility under a non-cancelable operating lease with an expiration date in fiscal year 2025. The Company's operating lease is reflected in the operating lease right-of-use (“ROU”) asset and in the operating lease liability in the accompanying consolidated balance sheets. The operating lease ROU asset represents the Company’s right to use the underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. The operating lease ROU asset and lease liability is recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. Because the Company’s operating lease does not provide an implicit rate, the Company estimates its incremental borrowing rate at lease commencement date for borrowings with a similar term. The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company's lease agreement contains variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over the lease term. Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company’s consolidated revenue primarily comprises online sales of health and wellness products and services through the Company’s websites, including prescription and non-prescription products. In contracts that contain prescription products issued as the result of a consultation, revenue also includes medical consultation services provided by Affiliated Medical Groups, as defined below. Additionally, the Company offers a range of health and wellness products through wholesale partners. Revenue consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Online $ 259,170 $ 140,728 $ 82,286 Wholesale 12,708 8,029 272 Total revenue $ 271,878 $ 148,757 $ 82,558 For Online Revenue, the Company defines its customer as an individual who purchases products or services through websites. For Wholesale Revenue, the Company defines its customer as a wholesale partner. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer. The Company’s contracts that contain prescription products issued as the result of a consultation include two performance obligations: access to (i) products and (ii) consultation services. The Company’s contracts for prescription refills and contracts that do not contain prescription products have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically a few days. The customer obtains control of the products and services upon the Company’s completion of its performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on the prices at which the Company separately sells the products and services, as well as market and cost-plus estimates. For each of the years ended December 31, 2021, 2020, and 2019, service revenue represented less than 10% of consolidated revenues. To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and that engage licensed healthcare professionals (physicians, physician assistants, nurse practitioners, and mental health providers; collectively referred to as “Providers” or individually, a “Provider”) to provide consultation services. Refer to Note 11 – Variable Interest Entities. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintains relationships with certain affiliated and third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”) to fill prescriptions that are ordered by the Company’s customers for fulfillment through the Company’s websites. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Partner Pharmacy fills a customer’s prescription; (ii) Partner Pharmacies fill the prescription based on fulfillment instructions provided by the Company, including using the Company’s branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company is responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. The Company estimates refunds using the expected value method based on historical refunds granted to customers. The Company updates its estimate at the end of each reporting period and recognizes the estimated amount as contra-revenue with a corresponding refund liability. Sales, value-added, and other taxes are excluded from the transaction price and, therefore, from revenue. The Company accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue. For online sales, payment for prescription medication and non-prescription products is typically collected from the customer a few days in advance of product shipment. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. Contract liabilities consisting of balances related to customer prepayments are recognized as current deferred revenue on the consolidated balance sheets since the associated revenue will be primarily recognized within the following month. For wholesale arrangements, payments are collected in accordance with contract terms. Cost of Revenue Cost of revenue consists of costs directly attributable to the products shipped and services rendered, including product costs, packaging materials, shipping costs, and labor costs directly related to revenue generating activities. Costs related to free products where there is no expectation of future purchases from a customer and depreciation and amortization on property and equipment are considered to be selling, general, or administrative expenses and are excluded from cost of revenue. Stock-Based Compensation The fair value of stock options, equity-classified warrants issued to vendors, and restricted stock units (“RSUs”), are measured at the grant date fair value. The fair value of employee stock options and vendor warrants are generally determined using the Black-Scholes Merton (“BSM”) option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Stock options that were granted to the Company’s CEO with performance and market conditions and earn-out RSUs were valued using the Monte Carlo simulation model. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the employee and vendor, which is generally the vesting term of four years for options, warrants, and RSUs that do not have performance or market conditions. Stock options and RSUs with performance conditions are recognized when it is probable that performance criteria will be achieved and compensation cost is recognized using the accelerated attribution method. The Company accounts for forfeitures as they occur. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the compensation committee. The purchase price is 85% of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period and the fair market value on the purchase date. The ability to purchase shares of the Company’s Class A common stock for a discount represents an option and, therefore, the ESPP is considered a compensatory plan. Accordingly, stock-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the requisite service period, which is the withholding period. Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 17 – Common Stock), and warrants to purchase preferred stock as liabilities (discussed in Note 16 – Redeemable Convertible Preferred Stock) . At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense) within the consolidated statements of operations and comprehensive loss. Warrant liabilities are adjusted for changes in fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants. Since all liability-classified warrants were exercised or redeemed as of December 31, 2021, the associated warrant liabilities have been reclassified to additional paid-in capital. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax reporting basis of assets and liabilities. These differences are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company provides a valuation allowance, if necessary, to reduce its deferred tax assets to the net amount it believes is more likely than not to be realized. The Company considers both positive and negative evidence, including its historical operating results, forecasts of future taxable income on a jurisdiction-by-jurisdiction basis, and ongoing tax planning strategies to ascertain the need for a valuation allowance. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. The Company accounts for uncertain tax positions in accordance with the relevant guidance, which prescribes a two-step approach to recognize and measure uncertain tax positions taken or expected to be taken in the income tax return. The first step is to determine whether it is more likely than not that the tax position will be sustained on the basis of the technical merits of the position. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company's policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes on the consolidated statement of operations. Employee Benefit Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. Beginning in 2021, the Company contributes 50% of eligible employee’s elective deferrals up to an annual maximum of three thousand dollars per employee. The Company recognized matching contributions cost of $0.7 million for the year ended December 31, 2021. Advertising For the years ended December 31, 2021, 2020, and 2019, advertising costs for customer acquisition were $99.1 million, $44.0 million, and $51.6 million, respectively. These customer acquisition expenses are charged to expense as incurred and recorded within marketing expense on the consolidated statements of operations and comprehensive loss. Other Comprehensive Income The Company’s other comprehensive income is impacted by foreign currency translation and available-for-s |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Recapitalization | Recapitalization As discussed in Note 1 – Organization, on the Closing Date, OAC completed the acquisition of Hims and acquired 100% of Hims’ shares and Hims received gross proceeds of $197.7 million. Transaction costs of $18.7 million, which consist of legal, accounting, and other professional services directly related to the Merger, are included in additional paid-in capital on the consolidated balance sheet. On the Closing Date, each Hims stockholder received approximately 0.4530 shares of the Company’s Class A common stock, par value $0.0001 per share, for each share of Hims Class A common stock, par value $0.000001 per share, that such stockholder owned (with the CEO receiving 0.4530 shares of the Company’s Class V common stock, par value $0.0001 per share, for each share of Hims Class V common stock, par value $0.000001 per share, that the CEO owned). Each Hims stockholder also received 0.0028 warrants exercisable for the Company’s Class A common stock, for each share of Hims Class A or Class V common stock owned by such stockholder prior to the Merger and earn-out shares at an exchange ratio of 0.0443. See Note 16 – Redeemable Convertible Preferred Stock and Note 17 – Common Stock for additional details of the Company’s stockholders’ equity prior to and subsequent to the Merger. As additional consideration, OAC also granted 888,143 OAC Class A common stock warrants (“Parent Warrants”) to Hims’ stockholders, 3,443 Parent Warrants to warrant holders, and approximately 35,000 RSUs to Hims’ option and RSU holders (“Parent Warrant RSUs”). All equity awards of Hims were assumed by OAC and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 0.4530. Each award of the Hims’ RSUs was converted into RSUs of the Company based on an exchange ratio of 0.4530. Similarly, all outstanding Hims warrants were converted at an exchange ratio of 0.4530. The Merger was accounted for as a reverse recapitalization with Hims as the accounting acquirer and OAC as the acquired company for accounting purposes. Hims was determined to be the accounting acquirer since Hims’ shareholders prior to the Merger had the greatest voting interest in the combined entity, Hims’ shareholders appointed the initial directors of the combined Board of Directors and control future appointments, Hims comprises all of the ongoing operations, and Hims’ senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Hims and its wholly-owned subsidiaries as if Hims, rather than OAC, is the predecessor to the Company. No step-up basis of intangible assets or goodwill was recorded and net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Hims. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (0.4530 Company shares for 1 Hims share). Merger Earn-Out Shares Following the closing of the Merger, holders of Hims’ common stock and outstanding equity awards (including warrant, stock option and RSU holders) had the right to receive up to an aggregate amount of 16,000,000 shares of Company Class A common stock (or equivalent equity award) that would vest (in part) in equal thirds if the trading price of the Company’s Class A common stock was greater than or equal to $15.00, $17.50, and $20.00 for any 10 trading days within any 20-trading day period on or prior to the date that is five years following the Closing Date. These shares of restricted Class A common stock and equivalent equity awards would also vest in connection with an acquisition of the Company if the applicable thresholds were met in any sale (as defined in the Merger Agreement) but subject to the same five-year deadline. In February 2021, all earn-out thresholds were met. In the first quarter of 2021, earn-out awards related to option holders received final approval by the Board of Directors. The earn-out shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity and are both (i) indexed to the Company’s own shares and (ii) meet the criteria for equity classification. PIPE Investment Concurrently with the execution of the Merger Agreement, OAC entered into subscription agreements on September 30, 2020 with certain investors (the “PIPE Investors”) pursuant to which such investors collectively subscribed for 7,500,000 shares of the Company’s Class A common stock at $10.00 per share for aggregate gross proceeds of $75.0 million (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the closing of the Merger. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The Company completed two acquisitions in 2021 and accounted for these transactions using the acquisition method with the purchase prices being allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition dates. Fair values were determined using income approaches. Honest Health Limited In June 2021, the Company acquired all of the outstanding equity of Honest Health Limited (“HHL”), an entity located in the United Kingdom that offers health and wellness products and services, to further expand its operations in the United Kingdom. The purchase price for accounting purposes was $4.8 million, including cash paid upfront and payable in the future, an aggregate of 624,880 shares of the Company’s Class A common stock valued at $1.9 million, and contingent consideration of $1.2 million. The purchase agreement includes up to $10.0 million of potential earn-out payable in cash and stock upon achievement of revenue targets, which is recognized as contingent consideration as well as post-acquisition employment expense. The purchase price for accounting purposes excludes stock and cash consideration to be paid by the Company that is subject to vesting, which is recognized as selling, general, and administrative expenses post-acquisition. See Note 15 – Stock-Based Compensation for additional details. The Company also incurred acquisition costs of $1.9 million directly related to the acquisition, as well as post-acquisition employment expense of $0.7 million, which were recorded within selling, general, and administrative expenses on the consolidated statements of operations and comprehensive loss. The following table summarizes the preliminary acquisition date fair values of assets acquired and liabilities assumed (in thousands): Trade name $ 1,470 Other intangible assets 570 Goodwill 2,739 Other net assets 24 Net assets acquired $ 4,803 The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The acquired goodwill of $2.7 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. The goodwill recognized upon acquisition is not expected to be deductible for U.S. or U.K. income tax purposes. The pro forma financial information, assuming the acquisition had taken place on January 1, 2019, as well as the revenue and earnings generated during the period after the acquisition date, were not material for separate disclosure and, accordingly, have not been presented. Apostrophe In July 2021, the Company acquired all of the outstanding equity of YoDerm, Inc. (“Apostrophe”) , an entity located in the United States that offers health and wellness products and services. The purchase price for accounting purposes was $131.6 million, including cash payments of $48.2 million, an aggregate of 8,074,935 shares of the Company’s Class A common stock valued at $50.7 million, and contingent consideration of $32.7 million. The purchase agreement includes up to $50.0 million of potential earn-out payable in cash upon achievement of revenue targets, which is recognized as contingent consideration or post-acquisition employment expense depending on whether the vesting is contingent on continued employment beyond the acquisition date. The purchase price for accounting purposes excludes stock consideration issued by the Company that is subject to vesting, which is recognized as selling, general, and administrative expenses post-acquisition. See Note 15 – Stock-Based Compensation for additional details . The Company also incurred acquisition costs of $5.0 million directly related to the acquisition, as well as post-acquisition employment expense of $0.5 million, which were recorded within selling, general, and administrative expenses on the consolidated statements of operations and comprehensive loss. The following table summarizes the preliminary acquisition date fair values of assets acquired and liabilities assumed (in thousands): Trade name $ 22,700 Other intangible assets 3,140 Goodwill 108,142 Other net liabilities (2,346) Net assets acquired $ 131,636 The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820. The fair values of trade name and developed technology were determined using the relief-from-royalty method under the income approach. This involves forecasting avoided royalties, reducing them by taxes, and discounting the resulting net cash flows to a present value using an appropriate discount rate. Judgment was applied for a number of assumptions in valuing the identified intangible assets including revenue and cash flow forecasts, customer churn rate, technology life, royalty rate, and discount rate. The fair value of customer relationships was determined using the multi-period excess earnings method which involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The acquired goodwill of $108.1 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. The goodwill recognized upon acquisition is not expected to be deductible for U.S. income tax purposes. From the acquisition date through December 31, 2021, the Company recognized revenue related to Apostrophe of approximately $11 million. Incremental pro forma revenue attributed to Apostrophe, assuming the acquisition had occurred as of January 1, 2019, would have been approximately $21 million, $13 million, and $7 million for the years ended December 31, 2021, 2020, and 2019, respectively. The pro forma revenue is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on January 1, 2019. Pro forma earnings of Apostrophe, assuming the acquisition had occurred as of January 1, 2019, as well as earnings generated during the period after the acquisition date, were not material for separate disclosure and, accordingly, have not been presented. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Short-term investments as of December 31, 2021, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 146,032 $ — $ (30) $ 146,002 Asset-backed bonds 29,507 — (19) 29,488 Total short-term investments $ 175,539 $ — $ (49) $ 175,490 Short-term investments as of December 31, 2020, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 55,224 $ 5 $ (2) $ 55,227 Government bonds 14,121 2 — 14,123 Asset-backed bonds 3,514 — — 3,514 Total short-term investments $ 72,859 $ 7 $ (2) $ 72,864 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following (in thousands): December 31, 2021 2020 Finished goods $ 10,428 $ 2,856 Raw materials 3,130 687 Total inventory $ 13,558 $ 3,543 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2021 2020 Wholesale trade receivables, net $ 3,577 $ 750 Prepaid expenses 4,606 2,691 Other current assets 890 1,963 Total prepaid expenses and other current assets $ 9,073 $ 5,404 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets as of December 31, 2021 consist of the following (in thousands): Gross Accumulated Net Weighted Trade name $ 24,170 $ (1,298) $ 22,872 9.2 Other 3,846 (828) 3,018 2.4 Intangible assets, net $ 28,016 $ (2,126) $ 25,890 8.4 Intangible assets as of December 31, 2020 consist of the following (in thousands): Gross Accumulated Net Weighted Other $ 68 $ (9) $ 59 5.6 Amortization expense for intangible assets was $2.1 million for the year ended December 31, 2021 and less than $0.1 million for the years ended December 31, 2020 and 2019. Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to December 31, 2021 is as follows (in thousands): 2022 $ 4,166 2023 3,542 2024 2,801 2025 2,672 2026 and thereafter 12,709 $ 25,890 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following (in thousands): December 31, 2021 2020 Marketing expenses $ 3,158 $ 1,122 Payroll costs 3,363 919 Professional services 734 1,241 Tax payables 954 651 Product and shipping costs 2,635 175 Warrant exercise deposit liability — 664 Other accrued liabilities 1,350 212 Total accrued liabilities $ 12,194 $ 4,984 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Leases | Operating Leases In January 2020, the Company entered into a 63-month non-cancelable lease for 302,880 square feet of warehouse space in New Albany, Ohio. The lease commenced on June 1, 2020. Total minimum lease payments are $7.9 million, net of rent abatement for an initial three-month period and with an annual escalation of 2.5%. The Company has the option to extend the lease term for a period of five years. The Company utilizes the reasonably certain threshold criteria in determining which options it will exercise. For the year ended December 31, 2021, the Company recorded operating lease costs of $1.8 million, including variable operating lease costs of $0.3 million. Supplemental information related to the Company’s operating lease was as follows for the year ended December 31, 2021 (in thousands): Operating cash flows used for operating lease $ 1,521 Operating lease liability arising from adoption of ASC 842 $ 6,756 Weighted average remaining lease term 3.7 years Weighted average discount rate 4.0% Future minimum lease payments under the Company's non-cancelable operating lease with an initial lease term in excess of one year subsequent to December 31, 2021 are as follows (in thousands): 2022 $ 1,559 2023 1,598 2024 1,638 2025 1,114 Gross lease payments 5,909 Less: imputed interest (427) Present value of net future minimum lease payments $ 5,482 As of December 31, 2021, the present value of net future minimum lease payments of $5.5 million is recorded: (i) $1.4 million within the current operating lease liabilities; and (ii) $4.1 million within long-term operating lease liabilities on the consolidated balance sheet. Under the previous lease accounting standard ASC 840, Leases, the aggregate future minimum lease payments under the Company's non-cancelable operating lease, as of December 31, 2020, was as follows: 2021 $ 1,521 2022 1,559 2023 1,598 2024 1,638 2025 1,114 Total $ 7,430 Rent expense for the years ended December 31, 2020 and 2019 was $2.1 million and $1.5 million, respectively. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities In order for customers to obtain a prescription product, customers must complete a consultation with a Provider on the Company’s websites through one of the Affiliated Medical Groups and receive a written prescription by the applicable Provider. The Affiliated Medical Groups and the Company do not have any shareholders in common. The Affiliated Medical Groups are 100% owned by licensed Providers. The Company is party to service agreements with the Affiliated Medical Groups pursuant to which the Company provides management and administrative services and collects the medical consultation fees from customers on behalf of the Affiliated Medical Groups. In October 2020, the Company also entered into service agreements with XeCare LLC (“XeCare”), a licensed mail order pharmacy affiliated with the Company which provides prescription fulfillment services solely to the Company’s customers. Similarly, as part of the Apostrophe acquisition discussed in Note 4 – Acquisitions, the Company entered into service agreements with Apostrophe Pharmacy LLC (“Apostrophe Pharmacy,” together with XeCare, the “Affiliated Pharmacies”), which also provides prescription fulfillment services solely to the Company’s customers. The Affiliated Medical Groups and Affiliated Pharmacies are legal entities that the Company has determined qualify as variable interest entities (“VIEs”). The Company determined that it is the primary beneficiary of these entities for accounting purposes because it has the ability to direct the activities that most significantly affect the entities’ economic performance and has the obligation to absorb the losses. Under the VIE model, the Company presents the results of operations and the financial position of the VIEs as part of the consolidated financial statements of the Company as if the consolidated group were a single economic entity. There is no noncontrolling interest upon consolidation of the entities. The results of operations and cash flows of the VIEs are also included in the Company’s consolidated financial statements. As of December 31, 2021 and 2020, the Company’s consolidated balance sheets included current and total assets of $2.2 million and $1.4 million for the VIEs. As of December 31, 2021 and 2020, current liabilities were $3.0 million and $0.8 million and total liabilities were $3.0 million and $1.2 million. All amounts are after elimination of intercompany transactions, balances, and non-cash impact of operating leases. The results of operations and cash flows of the VIEs are included in the Company’s consolidated financial statements. For the years ended December 31, 2021, 2020, and 2019, the VIEs charged the Company $23.6 million, $12.0 million, and $2.6 million, respectively, for services rendered. For the years ended December 31, 2021, 2020, and 2019 operations of the VIEs generated net losses of $3.3 million, $1.9 million, and $9.3 million, respectively, inclusive of administrative expenses. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 59,761 $ — $ — $ 59,761 Government bonds — 7,664 — 7,664 Short-term investments: Corporate bonds — 146,002 — 146,002 Asset-backed bonds — 29,488 — 29,488 Restricted cash: Money market funds 856 — — 856 Total assets $ 60,617 $ 183,154 $ — $ 243,771 Liabilities Earn-out liabilities $ — $ — $ 1,999 $ 1,999 Total liabilities $ — $ — $ 1,999 $ 1,999 The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 12,163 $ — $ — $ 12,163 Government bonds — 12,693 — 12,693 Short-term investments: Corporate bonds — 55,227 — 55,227 Government bonds — 14,123 — 14,123 Asset-backed bonds — 3,514 — 3,514 Restricted cash: Money market funds 1,006 — — 1,006 Total assets $ 13,169 $ 85,557 $ — $ 98,726 Liabilities Warrant liabilities $ — $ — $ 906 $ 906 Total liabilities $ — $ — $ 906 $ 906 The fair values of cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values as of December 31, 2021 and December 31, 2020, due to their short-term nature. All other financial instruments except for warrant liabilities related to the preferred stock warrants and Private Placement Warrants, and earn-out liabilities are valued either based on recent trades of securities in active markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. The warrant liabilities related to the preferred stock warrants and Private Placement Warrants contain significant unobservable inputs including the expected term and with respect to the preferred stock warrants, the share exchange ratio in evaluating the fair value of underlying common stock and exercise price. Therefore, warrant liabilities associated with the preferred stock warrants and Private Placement Warrants were evaluated to be Level 3 fair value measurements. Due to the exercise and conversion to Class A common stock warrants of all preferred stock warrants and exercise of all of the Private Placement Warrants during the period, there were no longer any Level 3 warrant liabilities as of December 31, 2021. During the years ended December 31, 2021, 2020, and 2019, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value. As of December 31, 2020, the Company used a BSM option-pricing model to determine the value of the outstanding Series D preferred stock warrants (that replaced the Series C preferred stock warrants as discussed in Note 13 – Borrowing Arrangements). Subsequent to the Merger, the Series D preferred stock warrants were converted to Class A common stock warrants and recognized in additional paid-in capital as a result of the conversion to equity-classified Class A common stock warrants. For the year ended December 31, 2021, changes in warrant liabilities were primarily related to changes in liabilities for warrants assumed as part of the recapitalization, including Private Placement Warrants and Public Warrants (defined and discussed in Note 17 – Common Stock). The Company valued the Private Placement Warrants using a Monte Carlo valuation simulation. Inherent in a Monte Carlo simulation are assumptions related to expected term, volatility, risk-free interest rate, and dividend yield. The expected term of the warrants was determined to be equivalent to their remaining contractual term and includes consideration of the redemption features that were incorporated into the Monte Carlo model. The Company derived the volatility of its Class A common stock based on average historical stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the Private Placement Warrants. The risk-free interest rate is based on the U.S. Treasury’s rates of U.S. Treasury zero-coupon bonds with a maturity similar to the expected term of the Private Placement Warrants. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following assumptions were used for the valuation of the Private Placement Warrants on the settlement date: Expected term 0.16 Volatility 65.0 % Risk-free rate — % Dividend yield — % The Public Warrants were valued using the listed trading price on the relevant settlement date. On July 9, 2021, the Company called the Public Warrants and the Parent Warrants for redemption. Refer to Note 17 – Common Stock for additional detail. The change in the fair value of warrant liabilities is as follows (in thousands): Balance at December 31, 2019 $ 9,097 Exercised warrants (11,292) Change in fair value 3,101 Balance at December 31, 2020 906 Conversion of Series D preferred stock warrants to Class A common stock warrants (1,160) Private Placement Warrants and Public Warrants 51,814 Redeemed/exercised warrants (37,859) Change in fair value (13,701) Balance at December 31, 2021 $ — At inception, the fair value of the earn-out liabilities associated with the acquisitions of HHL and Apostrophe were determined based on revenue projections and probability of achievement of revenue targets as evaluated using a Monte Carlo simulation, which is considered a Level 3 fair value measurement containing significant unobservable inputs including estimates of achieving the revenue targets. The undiscounted range of contingent purchase consideration is nil to $3.3 million for HHL, and nil to $49.4 million for Apostrophe. The following assumptions were used to determine the fair value at inception: HHL Apostrophe Revenue risk-adjusted discount rate 9.1 % 4.9 % Revenue volatility 50.0 % 50.0 % Counterparty discount rate 5.0 % 5.0 % As of December 31, 2021, all contingencies related to the Apostrophe earn-out liability were resolved and the final earn-out payout was determined based on actual 2021 revenue. Therefore, the Apostrophe earn-out liability was removed from the fair value hierarchy and reclassified to earn-out payable. The long-term earn-out liability, which is solely related to the HHL acquisition as of December 31, 2021, remains classified as Level 3. The fair value of the earn-out liabilities is remeasured at each reporting period. This change in fair value is related to contingent consideration and compensation costs (see Note 15 – Stock-Based Compensation) and is recognized in other income (expense) and selling, general, and administrative expenses, respectively, on the consolidated statements of operations and comprehensive loss. The change in the fair value of earn-out liabilities is as follows (in thousands): Balance at December 31, 2020 $ — HHL acquisition 1,208 Apostrophe acquisition 32,650 Change in fair value due to revaluation and service-based vesting 10,975 Reclassification to earn-out payable (42,834) Balance at December 31, 2021 $ 1,999 |
Borrowing Arrangements
Borrowing Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | Borrowing Arrangements Silicon Valley Bank Under the Second Amended and Restated Loan Agreement dated November 27, 2019, between Hims and Silicon Valley Bank (“SVB”), upon Hims’ request, SVB would issue letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed $2.0 million. On September 30, 2020, Hims entered into the First Loan Modification Agreement (“Loan Modification Agreement”) and the aggregate amount of the Letters of Credit was amended to $3.5 million. As of December 31, 2021, SVB issued on the Company’s behalf, a letter of credit in the amount of $0.8 million as a security deposit for a warehouse space in New Albany, Ohio. SVB required $0.8 million to be maintained as collateral for the outstanding letter of credit. The Company expects to continue to renew the letter of credit through the duration of the lease. As this is for longer than one year, the Company presents the $0.8 million within non-current restricted cash on the consolidated balance sheet. In January 2021, the Company terminated the Second Amended and Restated Loan Agreement with SVB resulting in the release of restricted cash of $0.2 million under the arrangement. The outstanding letter of credit for the warehouse was not included as part of this termination. TriplePoint Venture Growth On November 27, 2019, Hims entered into a Plain English Capital Growth and Security Agreement (the “2019 Capital Agreement”) with TriplePoint Venture Growth (“TPC”) consisting of a term loan in the aggregate principal amount of up to $50.0 million being available through December 31, 2020. As of December 31, 2020, the Company had not drawn down from this term loan and the facility expired. In connection with the 2019 Capital Agreement, the Company issued a warrant to TPC granting TPC the right to purchase 89,747 shares of Hims’ Series C preferred stock at an exercise price of $7.67 per share, subject to adjustment in regard to the preferred stock series, number of shares, and exercise price if the per share price of subsequent preferred stock rounds to less than $7.67. On March 12, 2020, Hims sold Series D preferred stock at an issuance price of $6.96, which triggered an adjustment to the TPC warrant terms per the original agreement, resulting in conversion of the previously issued 89,747 Series C preferred stock warrants at an exercise price of $7.67 into 98,723 Series D preferred stock warrants at an exercise price of $6.96. Subsequent to the Merger, the Series D preferred stock warrants were converted to Class A common stock warrants. Refer to Note 16 – Redeemable Convertible Preferred Stock for further discussion of the conversion into Class A common stock warrants. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations The Company has contractual obligations to make future purchases, primarily related to cloud-based software contracts used in operations. As of December 31, 2021, purchase obligations were $2.9 million, with $1.8 million payable in 2022 and $1.1 million payable in 2023. Legal Proceedings From time to time, the Company is a party to various litigation, claims, and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions, or relief. Management is not currently aware of any matters that are reasonably likely to have a material adverse impact on the Company’s business, financial position, results of operations, or cash flows. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2017 Stock Plan and 2020 Equity Incentive Plan In July 2017, Hims adopted the 2017 Stock Plan (the “2017 Plan”). Under the 2017 Plan, the Board of Directors could grant awards, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, and other stock awards to employees, directors, and consultants. In January 2021, in connection with the Merger, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and reserved 21,000,000 authorized shares of Class A common stock the Company could issue. In addition, up to 19,000,000 shares of Hims Class A common stock subject to awards granted under the 2017 Plan that were forfeited, expired or lapsed unexercised or unsettled could be added to the 2020 Plan reserve. Beginning on January 1, 2022 and ending on January 1, 2031, the number of authorized shares of common stock under the 2020 Plan will automatically increase by 5% of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year unless the Board of Directors approves a lesser number. As of the effective date of the 2020 Plan, no further stock awards have been or will be granted under the 2017 Plan. During the period, 1,413,818 shares of Class A common stock subject to awards granted under the 2017 Plan that were outstanding on the Merger date and forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. Therefore, as of December 31, 2021, there were 22,413,818 shares of Class A common stock reserved and 17,795,844 shares of Class A common stock available for the Company to grant under the 2020 Stock Plan. There were no more shares available for grant under the 2017 Plan since the 2017 Plan was replaced by the 2020 Plan. Under both the 2017 Plan and 2020 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company’s equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date. 2020 Employee Stock Purchase Plan In January 2021, the Board of Directors adopted the Company’s ESPP, which became effective immediately prior to the closing date of the Merger. The total shares of Class A common stock initially reserved under the ESPP is limited to 4,000,000 shares. Under the ESPP, eligible employees may purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the Company’s compensation committee. The purchase price is 85% of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period or the fair market value on the purchase date. Under the ESPP, the Company may specify offering periods with durations of not more than 27 months, and may specify shorter purchase periods within each offering period. Employees participating in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. As of December 31, 2021, $0.4 million has been withheld via employee payroll deductions for employees who have opted to participate in the purchase period ending May 2022. Stock Options Options for new employees generally vest over four years, with 25% vesting one year after the vesting commencement date and then 1/48th of the total grant vesting monthly thereafter. Options granted to current employees generally vest 1/48th of the total grant monthly over four years. Options granted are exercisable within a period not exceeding ten years from the grant date. On June 17, 2020, the Board of Directors of Hims granted 3,246,139 and 1,623,070 stock options to the CEO with an exercise price of $2.43 to vest upon either (i) an acquisition of the Company with per share consideration equal to at least $22.99 and $38.31, respectively, or (ii) a per share price on a public stock exchange that is at least equal to $22.99 and $38.31, respectively. The CEO is required to be employed at the time the per share consideration/price is achieved in order to receive the awards, but the awards are not subject to any other service condition. The Company recognizes expense related to these awards based on the fair value and derived service term as measured using a Monte Carlo simulation model, but only upon achieving the requirements outlined in (i) and (ii) above. The grant date fair value was $16.6 million for these awards. The $22.99 per share price threshold related to awards for the 3,246,139 stock options was achieved in February 2021 subsequent to the Merger and, therefore, the Company recognized all $11.3 million of expense related to the grant during the three months ended March 31, 2021 due to achievement of the market condition. As of December 31, 2021, there was $3.2 million of remaining compensation expense to be recognized for the remaining 1,623,070 stock options over a period of 2.29 years. In connection with the Merger, each Hims option holder received an equivalent award at an exchange ratio of 0.4530 that vests in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The grant date fair value of the Company’s stock options granted was estimated using the following weighted average assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 5.94 5.94 5.98 Expected volatility 58.6 % 62.3 % 59.7 % Risk-free interest rate 0.9 % 0.5 % 2.2 % Expected dividend yield — % — % — % Option activity (excluding the stock options granted to the CEO outlined above) is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 26,459 $ 1.16 8.50 $ 131,770 Recapitalization (14,474) 1.41 Outstanding at December 31, 2020 11,985 $ 2.57 8.50 $ 131,770 Granted 1,437 12.12 Exercised (including early exercised options vested during the period) (1,911) 1.07 Forfeited and expired (1,110) 4.14 Outstanding at December 31, 2021 10,401 4.01 7.73 37,868 Exercisable as of December 31, 2021 8,974 2.90 7.49 37,303 The weighted average grant date fair value of options granted for the years ended December 31, 2021, 2020, and 2019 was $6.51, $3.49, and $1.10 per share, and the intrinsic value of vested options exercised was $12.6 million, $0.7 million, and $0.3 million. As of December 31, 2021, there was $17.8 million of unrecognized stock-based compensation related to unvested stock options, excluding the CEO stock options, which is expected to be recognized over a weighted average period of 2.90 years. The options outstanding and exercisable as of December 31, 2021 (excluding CEO stock options) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Shares Weighted $0.06 – 0.40 2,309 5.64 2,308 5.64 1.55 – 1.75 2,120 7.34 2,006 7.34 2.43 3,242 8.42 3,241 8.42 8.13 – 9.41 1,756 8.82 1,291 8.54 12.21 – 15.17 974 9.28 128 9.02 10,401 8,974 The options outstanding and exercisable as of December 31, 2020 (excluding CEO stock options) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Shares Weighted $0.06 – 0.40 3,454 7.17 3,214 7.17 1.55 – 1.75 3,564 8.36 3,351 8.36 2.43 3,324 9.36 3,320 9.36 8.90 – 9.41 1,643 9.97 1,508 9.98 11,985 11,393 RSUs All RSUs granted prior to the Merger were subject to achievement of a liquidity event which included (i) an initial public offering, (ii) a business combination transaction, or (iii) a sale event as defined by the 2017 Plan. On January 20, 2021, the liquidity event was achieved with the closing of the Merger. RSUs for new employees generally vest over four years, with 25% vesting one year after the vesting commencement date on the first Company Quarterly Vesting Date (defined below) and the remaining grant vesting quarterly thereafter on the specified vesting dates of March 15, June 15, September 15, and December 15 (each, a “Company Quarterly Vesting Date” or collectively, “Company Quarterly Vesting Dates”). Additional RSUs granted to current employees generally vest quarterly on Company Quarterly Vesting Dates over four years. In connection with the Merger, each Hims RSU holder received an equivalent award at an exchange ratio of 0.4530 that vests in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. In addition, all Hims RSU and option holders received (i) earn-out RSUs that would vest in equal thirds if the trading price of the Company’s Class A common stock was greater than or equal to $15.00, $17.50, and $20.00 for any 10 trading days within any 20-trading day period, or a Company sale (as defined in the Merger Agreement) occurs and the thresholds are met on or prior to the date that is five years following the Closing Date; and (ii) an allocation of Parent Warrant RSUs. All of these RSUs vest in accordance with the terms of the initial RSU and option award, in addition to any of the aforementioned requirements. The earn-out thresholds for earn-out RSUs were all met in February 2021. The earn-out awards are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity and are both (i) indexed to the Company’s own shares and (ii) meet criteria for equity classification. The Company determined the fair value of the earn-out RSUs using a Monte Carlo simulation model. The following assumptions were used in this valuation: Expected term (in years) 5.00 Expected volatility 60.0 % Risk-free interest rate 0.5 % Expected dividend yield — % The value of the Company’s equity was also an input into the model and was determined based on the closing trading price of the Company’s Class A common stock on the Closing Date of $16.38. RSU activity including RSUs outstanding prior to the Merger, earn-out RSUs, and Parent Warrant RSUs is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Unvested at December 31, 2020 3,480 $ 5.30 Recapitalization (1,904) 5.99 Unvested at December 31, 2020 1,576 11.29 Granted 4,882 11.81 Vested (1,852) 11.80 Forfeited and expired (624) 12.09 Unvested at December 31, 2021 3,982 $ 11.55 Included in the above activity are 476,308 earn-out RSUs and 9,478 Parent Warrant RSUs issued to the CEO as part of the Merger that vest in accordance with the same market conditions as the CEO stock options, of which 317,539 earn-out RSUs and 6,319 Parent Warrant RSUs vested in the period. In addition, the Company granted 45,297 RSUs in 2020 and 4,431 earn-out RSUs and 88 Parent Warrant RSUs as part of the Merger in January 2021 to a non-executive officer that vest upon meeting certain revenue targets from the sale of specific products. None of the awards vested in the period. These grants are also included in the above activity. As of December 31, 2021, there was unrecognized stock-based compensation related to unvested RSUs of $32.9 million, which is expected to be recognized over a weighted average period of 3.07 years. Vendor Warrants Included in stock-based compensation expense is expense for issuance of Class A common stock warrants to nonemployees in connection with vendor service arrangements. In connection with the Merger, warrant holders received (i) an equivalent warrant at an exchange ratio of 0.4530 (which was determined not to result in incremental stock-based compensation expense similar to the evaluations for stock options and RSUs above); (ii) the right to receive, upon exercise, earn-out shares that vest in equal thirds if the trading price of the Company’s Class A common stock was greater than or equal to $15.00, $17.50, and $20.00 for any 10 trading days within any 20-trading day period, or a Company sale (as defined in the Merger Agreement) occurs and the thresholds are met on or prior to the date that is five years following the Closing Date; and (iii) the right to receive, upon exercise, an allocation of Parent Warrants. All of these instruments vest in accordance with the terms of the initial warrant in addition to any of the aforementioned requirements. The earn-out thresholds were all met in February 2021. Refer to Note 17 – Common Stock for additional detail. Vendor warrant activity, excluding any right to receive Merger consideration, is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Average Weighted Average Aggregate Outstanding at December 31, 2020 1,861 $ 0.79 7.01 $ 9,957 Recapitalization (1,018) 0.96 Outstanding at December 31, 2020 843 $ 1.75 7.01 $ 9,957 Exercised (381) 1.75 Outstanding at December 31, 2021 462 1.75 7.01 2,219 Vested as of December 31, 2021 462 1.75 7.01 2,219 Exercisable as of December 31, 2021 462 1.75 7.01 2,219 Upon the exercise of outstanding warrants above, vendors also have the right to receive 45,225 shares of Merger consideration, consisting of the holders’ allocation of earn-out consideration. As of December 31, 2021, all stock-based compensation expense related to vendor warrants, including associated Merger consideration has been recognized. Stock Subject to Vesting and Earn-out Share Liability In June 2021, the Company granted 447,553 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $5.5 million in connection with the acquisition of HHL. As part of the acquisition of HHL, the Company also recognized an earn-out liability based on the achievement of certain revenue targets. A portion of the earn-out liability is expected to be settled in shares of Class A common stock. Vesting of the restricted shares and a portion of total earn-out payable to specific individuals are contingent on each recipient’s continued employment. Accordingly, the Company has recognized stock-based compensation expense related to these awards for the year ended December 31, 2021. The expense will be recognized over a four-year vesting period with 25% vesting one year after the acquisition date and the remaining vesting quarterly thereafter. Unrecognized stock-based compensation expense of $5.2 million will be recognized over a weighted average period of 3.32 years. In July 2021, the Company granted 2,332,557 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $24.2 million in connection with the acquisition of Apostrophe. Vesting of the restricted shares is contingent on each recipient’s continued employment. Accordingly, the Company has recognized stock-based compensation expense related to these awards for the year ended December 31, 2021. The expense will be recognized over a three-year vesting period with 17% vesting 6 months after the acquisition date and the remaining vesting quarterly thereafter. Unrecognized stock-based compensation expense of $20.2 million will be recognized over a weighted average period of 2.50 years. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Marketing $ 9,664 $ 1,172 $ 571 Selling, general, and administrative 57,547 4,659 7,457 Total stock-based compensation expense $ 67,211 $ 5,831 $ 8,028 The Company capitalized $0.7 million of stock-based compensation as internal-use software for the year ended December 31, 2021 and none for the years ended December 31, 2020 and 2019. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockAs of December 31, 2020 the Company had authorized 95,997,674 shares of Hims’ convertible preferred stock, designated in series, with the rights and preferences of each designated series to be determined by the Board of Directors. The following table is a summary of Hims’ redeemable convertible preferred stock as of December 31, 2020 (in thousands, except for share data): Series Shares Shares Aggregate Proceeds, Issue Price Series Seed 4,987,477 4,987,477 $ — $ — $ — Series A 23,822,492 23,822,492 6,621 5,106 0.28 Series A-1 5,742,012 5,742,012 753 740 0.13 Series B 13,270,590 13,270,590 24,600 23,429 1.85 Series B-1 9,807,952 9,807,952 20,000 14,965 2.04 Series B-2 13,464,939 13,464,939 51,371 49,911 3.82 Series C 14,850,340 14,760,594 113,072 92,590 7.67 Series D 10,051,872 7,472,062 52,035 51,900 6.96 Total 95,997,674 93,328,118 $ 268,452 $ 238,641 Transactions Related to Convertible Preferred Stock From March to July 2020, a group of investors purchased 7,472,062 shares of Hims Series D redeemable convertible preferred stock and the Company received $51.9 million in net proceeds. In connection with the Merger, all series of Hims’ redeemable convertible preferred stock were converted into Hims’ Class A common stock on a one-for-one basis and then converted to the Company’s Class A common stock at an exchange ratio of 0.4530. Warrants for Redeemable Convertible Preferred Stock In February 2020, in accordance with the terms outlined in March 2019, the Company issued 1,341,865 Hims Series C convertible preferred stock warrants based on 2019 revenue. The fair market value of the Hims Series C convertible preferred stock warrants was estimated using the BSM option-pricing model, and at the issuance date, fair value of the liability was $10.0 million. The original liability was recorded as an issuance cost for the Hims Series C preferred stock, reducing the value of the Hims Series C proceeds within mezzanine equity on the consolidated balance sheets. Subsequent adjustments to the fair value of the Hims Series C convertible preferred stock warrants were recorded within other income (expense), net on the consolidated statements of operations and comprehensive loss. The holders of the Hims Series C convertible preferred stock exercised all their warrants and purchased 1,341,865 shares of Hims Series C convertible preferred stock from the Company in 2020 resulting in settlement of the Hims Series C convertible preferred stock warrant liability. The Company received less than $0.1 million in net proceeds. Upon exercise, the warrant liability had an estimated fair market value of $11.3 million that was reclassified into convertible preferred stock on the consolidated balance sheet. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock | Common Stock Prior to the Merger, the Company had two classes of authorized common stock, Hims Class A common stock and Hims Class F common stock. Shares issued on early exercise are not considered outstanding for accounting purposes because the employees holding these awards are not entitled to the rewards of stock ownership. The rights of the holders of Hims Class A and Class F common stock were identical, except with respect to (i) electing members of the Board of Directors and (ii) voting rights. The outstanding shares of Hims Class A and Hims Class F common stock presented on the consolidated balance sheet and on the consolidated statement of mezzanine equity and stockholders’ equity (deficit) for the year ended December 31, 2020 were legally outstanding shares, including shares issued in exchange for related-party promissory notes. Stock Repurchase During 2020, the Company repurchased 85,594 of unvested shares of Hims Class A common stock for a cash payment of less than $0.1 million, which resulted in a reduction of deposit liability from the early exercise of stock options. In addition, in May 2020, an executive officer departed the Company, which resulted in the repurchase of 509,602 unvested shares of Hims Class A common stock in exchange for the cancelation of the principal payable of $0.9 million under an associated promissory note. On January 20, 2021, the Company repurchased from its stockholders and canceled 2,207,580 shares of Hims Class A common stock, including certain stockholders who exercised outstanding stock options, for aggregate payment of $22.0 million. Included within the shares repurchased was 183,548 shares of Hims Class A common stock from the net exercise of stock options as part of the pre-closing stock repurchase for $1.8 million. The repurchase was recognized as a reduction of additional paid-in capital and redeemable convertible preferred stock. Merger Transaction Immediately prior to the Merger, each outstanding share of Hims’ Class F common stock and preferred stock converted into Hims Class A common stock at the then-effective conversion rate. As a result of the Merger, each outstanding share of the Hims capital stock was converted into the right to receive newly issued shares of the Company’s Class A common stock and certain other securities, other than the shares of Hims Class V common stock issued to its CEO immediately prior to the Closing, which were converted into the right to receive newly issued shares of the Company’s Class V common stock and certain other securities. On the Closing Date, each Hims stockholder received approximately 0.4530 shares of the Company’s Class A common stock, par value $0.0001 per share, for each share of Hims Class A common stock, par value $0.000001 per share, that such stockholder owned (with the CEO receiving 0.4530 shares of the Company’s Class V common stock, par value $0.0001 per share, for each share of Hims Class V common stock, par value $0.000001 per share, that the CEO owned). Each stockholder also received 0.0028 warrants exercisable for the Company’s Class A common stock, for each share of Hims Class A or Class V common stock owned by such stockholder prior to the Merger and earn-out shares at an exchange ratio of 0.0443. Settlement of Nonrecourse Related-Party Promissory Notes In connection with the Merger, the obligations due under all nonrecourse related-party promissory notes were satisfied through the aggregate payment of $1.2 million and the aggregate forfeiture of 370,734 shares of the Company’s Class A common stock. PIPE Investment Concurrently with the execution of the Merger Agreement, certain investors collectively subscribed for 7,500,000 shares of the Company’s Class A common stock at $10.00 per share for aggregate gross proceeds of $75.0 million. Class A Common Stock Warrants As discussed above, Class A common stock warrants have been issued in connection with debt agreements (Note 13 – Borrowing Arrangements), vendor service agreements (Note 15 – Stock-Based Compensation), issuance of preferred stock (Note 16 – Redeemable Convertible Preferred Stock ), and to all common stockholders and warrant holders as part of the Merger. Prior to Merger In 2020, Hims Class A common stock warrants were exercised to purchase 1,051,204 shares of Hims Class A common stock at an exercise price range of $0.06 to $1.75 per share. In January 2021, holders of Hims Class A common stock vendor warrants exercised their warrants and purchased 380,746 shares of Hims Class A common stock at an exercise price of $1.75 per share. Subsequent to Merger As the accounting acquirer, Hims was deemed to assume 3,012,500 Class A common stock warrants that were held by Oaktree Acquisition Holdings, L.P. (“Sponsor”) at an exercise price of $11.50 (“Private Placement Warrants”) and 6,708,333 Class A common stock warrants held by OAC’s shareholders at an exercise price of $11.50 (“Public Warrants”) as well as 888,143 Parent Warrants that were granted to Hims’ equity holders as part of the Merger. The Parent Warrants had the same terms as the Public Warrants except they were subject to a lock-up that expired 180 days after the Merger. Subsequent to the Merger, the Private Placement Warrants, Public Warrants, and Parent Warrants for shares of Class A common stock met liability classification requirements since the warrants could have been required to be settled in cash under a tender offer. In addition, Private Placement Warrants were potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from being considered indexed to the entity’s own stock. Therefore, these warrants were classified as liabilities on the consolidated balance sheets. In February 2021, all of the outstanding 3,012,500 Private Placement Warrants were net exercised for 1,474,145 shares of Class A common stock. On July 9, 2021, the Company issued a redemption notice to warrant holders announcing that all Public Warrants and Parent Warrants outstanding on August 9, 2021 at 5:00 p.m. New York City time would be redeemed for $0.10 per warrant, if not earlier exercised on a cash or cashless basis. After July 9, 2021 and prior to redemption, warrant holders were entitled to exercise (i) in cash, at an exercise price of $11.50 per share of Class A common stock or (ii) on a cashless basis in which the exercising holder was entitled to receive 0.267 shares of Class A common stock per warrant. Any warrants not exercised by August 9, 2021 were automatically redeemed by the Company at a price of $0.10 per warrant. In connection with the redemption, 1,958,615 shares of Class A common stock were issued upon exercise of warrants prior to the redemption date and the Company made an immaterial redemption payment to the holders of redeemed warrants. Additionally, the fair value of the warrant liability was reclassified to additional paid-in capital. RSU Releases During the year ended December 31, 2021, the Company released 1,810,545 gross shares of Class A common stock upon vesting of RSUs. In connection with the releases, 620,759 shares of Class A common stock were withheld for the payment of employee taxes. There were no RSU releases for years ended December 31, 2020 and 2019. Shares Issued to Financial Advisor In connection with the Merger, in 2021, the Company issued 250,000 shares of Class A common stock to a financial advisor who provided transaction-related services. Acquisitions As part of the acquisition of HHL, the Company issued 177,327 shares of Class A common stock and an additional 447,553 shares of Class A common stock that are subject to vesting. As part of the acquisition of Apostrophe, the Company issued 5,742,378 shares of Class A common stock and an additional 2,332,557 shares of Class A common stock that are subject to vesting. The shares subject to vesting are considered stock-based compensation as outlined in Note 15 – Stock-Based Compensation. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party TransactionsAtomic Labs, LLC (“Atomic Labs”) is a related-party venture capital startup studio that launched the Company, providing initial capital and governance. The Company utilized operational support from Atomic Labs, primarily consisting of providing office space, conducting back-office professional services, and administering operating expenses. Additionally, an affiliated company of Atomic Labs provides professional services to the Company, primarily to support engineering and operations functions. All services were provided at cost. For the years ended December 31, 2021, 2020, and 2019, the Company recorded a total of $3.5 million, $3.4 million, and $3.2 million, respectively, for payments made to Atomic Labs and its affiliated company for services performed and costs incurred on behalf of the Company. In addition, for the years ended December 31, 2021, 2020, and 2019, the Company recorded $0.7 million, $0.1 million, and less than $0.1 million, respectively, for payments made to Vouched, a related-party company that provides identity verification services. Nonrecourse Related-Party Promissory Notes As of December 31, 2020, the Company had promissory notes from certain of the Company’s executive officers, as well as a founding employee and an executive chairman. The promissory notes, which were issued to the Company by the related parties as consideration for the exercise of stock options, were considered nonrecourse notes for accounting purposes. The loans were secured by the shares of Hims Class A common stock held by the individuals. There were 16,345,627 shares of Hims Class A common stock securing the related-party promissory notes as of December 31, 2020. The related-party promissory notes bore interest between 2.2% and 3.0% per annum. The loans were due upon the earliest of (i) ten years from the debt issuance date, (ii) a liquidation of the Company, or (iii) six months following an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended. Prepayment of principal and interest could be made at any time without penalty. The nonrecourse related-party promissory notes are not given accounting effect until the notes are repaid in full as the underlying stock options are not considered exercised for accounting purposes. As of December 31, 2020, the total outstanding balance under these promissory notes was $7.2 million. In connection with the Merger, the obligations due under all nonrecourse related-party promissory notes were satisfied through the receipt of $1.2 million in the aggregate and the forfeiture of an aggregate 370,734 shares of Hims Class A common stock. The related-party promissory notes were settled within additional paid-in capital on the consolidated balance sheet. Redeemable Common Stock Transaction |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share Prior to the Merger and prior to effecting the recapitalization, the Company had two classes of common stock: Hims Class A and Hims Class F common stock. The rights of the holders of Hims Class A and Hims Class F common stock were identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights were identical, undistributed earnings and losses were allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders was the same for both Hims Class A and Hims Class F common stock on an individual and combined basis. Subsequent to the Merger, the Company continues to have two classes of common stock: Class A and Class V common stock. Similar to the previous structure, the rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights. The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the years ended December 31, 2021, 2020, and 2019. Undistributed earnings for each period are allocated to participating securities, including the redeemable convertible preferred stock, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable convertible preferred stock to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average shares of common stock outstanding during periods with undistributed losses. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31 (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 2019 Class A Class V Class A Class F Class A Class F Numerator: Net loss attributable to common stockholders $ (103,082) $ (4,577) $ (14,558) $ (3,556) $ (57,720) $ (14,344) Denominator: Weighted average shares outstanding, basic and diluted 178,840,009 7,941,528 28,412,457 6,941,352 27,817,465 6,941,352 Basic and diluted net loss per share $ (0.58) $ (0.58) $ (0.51) $ (0.51) $ (2.07) $ (2.07) Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the years ended December 31, 2021, 2020, and 2019, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. There were no redeemable shares during the year ended December 31, 2021. During the years ended December 31, 2020 and 2019, weighted average Hims Class A common shares presented excludes 165,133 and 199,914 shares subject to redemption. Redeemable shares do not absorb losses. The following table discloses weighted-average securities that were not included in the computation of diluted net loss per share as their inclusion would have been anti-dilutive: Year Ended December 31, 2021 2020 2019 Common stock issued for exercise of stock options subject to nonrecourse promissory notes 874,312 16,514,103 16,204,428 Common stock issued for early exercise of stock options 196,431 99,548 456,307 Redeemable convertible preferred stock 4,858,176 90,268,364 81,871,209 Stock options 16,345,661 11,509,177 6,079,442 RSUs 4,081,026 114,624 — Warrants to purchase Class A common stock 4,778,003 1,767,451 1,056,068 Warrants to purchase redeemable convertible preferred stock — 931,668 1,133,566 Common stock issued subject to vesting 1,419,613 — — Common stock issuable under the ESPP 136,538 — — |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax For financial reporting purposes, loss before provision for income taxes includes the following (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (109,393) $ (16,934) $ (71,644) Foreign (1,402) (1,053) (330) Loss before provision for income taxes $ (110,795) $ (17,987) $ (71,974) The (benefit) provision for income tax expense consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 252 127 90 Foreign — — — Total current provision 252 127 90 Deferred: Federal (2,280) — — State (966) — — Foreign (142) — — Total deferred benefit (3,388) — — Total (benefit) provision for income taxes $ (3,136) $ 127 $ 90 The (benefit) provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate of 21% to pretax loss as follows (in thousands): Year Ended December 31, 2021 2020 2019 Tax benefit at federal statutory rate $ (23,267) $ (3,777) $ (15,115) State taxes, net of federal benefits (3,498) (364) (2,690) Stock-based compensation 2,018 698 1,471 Warrants (1,710) (403) — Non-deductible officers' compensation 8,352 — — Change in valuation allowance 15,971 3,948 16,560 Other, net (1,002) 25 (136) Total $ (3,136) $ 127 $ 90 The components of deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 61,640 $ 44,342 Accrued expenses and reserves 1,245 68 Stock-based compensation 4,130 732 Inventory 2,214 211 Other intangibles 49 52 Deferred revenue — 33 Operating lease liabilities 1,441 — Other deferred tax assets 456 378 Total gross deferred tax assets 71,175 45,816 Less valuation allowance (61,328) (44,576) Total deferred tax assets 9,847 1,240 Deferred tax liabilities: Other intangibles (6,933) — Fixed assets (2,088) (1,206) Operating lease right-of-use assets (1,343) — Other deferred tax liabilities (112) (34) Total deferred tax liabilities (10,476) (1,240) Net deferred tax liabilities $ (629) $ — The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company's history of losses, the Company believes that it is not more likely than not that all of the deferred tax assets can be realized as of December 31, 2021 and 2020. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets. The net deferred tax liability is primarily the result of acquired intangibles for which there is no tax basis. The valuation allowance increased by $16.8 million and $4.1 million during the years ended December 31, 2021 and 2020, respectively. During 2021, the Company recorded a one-time benefit of approximately $3.1 million due to the release of the valuation allowance as a result of the Apostrophe acquisition. As of December 31, 2021, the Company has $225.5 million, $180.3 million, and $3.7 million in federal, state, and foreign loss carryforwards (not tax effected), of which $144.7 million, $41.9 million, and $3.7 million in federal, state, and foreign loss carryforwards do not expire. The remaining federal and state loss carryforwards begin to expire in 2036 and 2023, respectively. Internal Revenue Code Sections 382 and 383 place a limitation on the amount of taxable income that can be offset by carryforward tax attributes, such as net operating losses or tax credits, after a change in control. Generally, after a change in control, a loss corporation cannot deduct carryforward tax attributes in excess of the limitation prescribed by Sections 382 and 383. Therefore, certain of the Company’s carryforward tax attributes may be subject to an annual limitation regarding their utilization against taxable income in future periods. As a result of issuances of different classes of preferred stock to investors in 2017, 2018, and 2019, the Company triggered “ownership change(s)” as defined in Section 382 and related provisions. The Company believes that some of its net operating losses may be limited by these ownership changes but that any limitation would not have a significant impact to the financial statements since there is no utilization of the net operating losses and a valuation allowance exists against the net operating losses. Subsequent ownership changes may subject the Company to annual limitations of its net operating losses. Such annual limitation could result in the expiration of the net operating loss and credit carryforwards before utilization. The Company has incurred net operating losses since inception, and it does not have any significant unrecognized tax benefits. Any adjustments to the Company’s uncertain tax positions would result in an adjustment of its net operating loss and valuation allowance rather than resulting in an impact to the effective tax rate. It is not expected that there will be any material change in the unrecognized tax benefits within the next 12 months. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn January 2022, the Company entered into a 62-month non-cancelable lease for 24,465 square feet of warehouse, distribution, and pharmacy space in Gilbert, Arizona. The lease is scheduled to commence on May 1, 2022. Total minimum lease payments are $1.5 million, net of rent abatement for an initial two-month period and with annual escalation of 3%. The Company has the option to extend the lease term for a period of five years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | The accompanying consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated in the consolidated financial statements herein. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates and assumptions by management include, among others, valuation of inventory, valuation and recognition of stock-based compensation expense, valuation and recognition of warrants, valuation of contingent consideration in business combinations, purchase price allocation for business combinations, and estimates in capitalization of website development and internal-use software costs. Management believes that the estimates and judgments upon which it relies are reasonable based upon information available to it at the time that these estimates and judgments were made. Actual results experienced by the Company may differ from management’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected. |
Risks and Uncertainties | The Company’s business, operations, and financial results are subject to various risks and uncertainties, including adverse United States economic conditions, legal restrictions, changing laws for medical services and prescription products, decisions to outsource or modify portions of its supply chain, and competition in its industry, and of which could adversely affect its business, financial condition, results of operations, and cash flows. These significant factors, among others, could cause the Company’s future results to differ materially from the consolidated financial statements. |
Concentration Risk | The Company’s financial instruments that are potentially exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, investments, and accounts receivable. The Company maintains its cash, cash equivalents, short-term investments, and restricted cash with high-quality financial institutions with investment-grade ratings. The majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. |
Foreign Currency Translation | The Company’s consolidated financial statements are presented in U.S. dollars. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are presented as foreign currency translation adjustments, a component of other comprehensive income on the consolidated statements of operations and comprehensive loss. |
Business Combinations | The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party |
Segment Reporting | The Company is managed as a single operating segment on a consolidated basis, inclusive of acquisitions. The Company determined that the Chief Executive Officer (“CEO”) is the chief operating decision maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization at a consolidated level. |
Cash, Cash Equivalents, and Restricted Cash | The Company considers all highly liquid investments purchased with an original maturity or remaining maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash and cash equivalents with financial institutions. The restricted cash balance comprises cash collateral that is held by the Company’s primary financial institution to secure a letter of credit issued as a security deposit for the Company’s warehouse facility in New Albany, Ohio. In 2020, the Company also had cash collateral for use of the financial institution’s cash management services. See Note 13 – Borrowing Arrangements for further details. |
Investments | Available-for-sale debt instruments with original maturities at the date of purchase greater than three months and remaining maturities of less than one year are classified as short-term investments. Available-for-sale debt instruments with original maturities at the date of purchase and remaining maturities of greater than one year are classified as long-term investments. The Company intends to sell such investments at or close to maturity. The investments, if any, are designated as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss, except for other-than-temporary impairments and credit losses. The Company determines the cost of the investment sold based on specific identification at the individual security level. The Company records the interest income and realized gains and losses on the sale of these instruments within other income (expense), net on the consolidated statements of operations and comprehensive loss. |
Other-Than-Temporary Impairment and Credit Losses | Prior to 2021, the Company followed the guidance in Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities in determining whether unrealized losses were other than temporary. The Company adopted ASC Topic 326 for the year ended December 31, 2021, and now considers whether unrealized losses have resulted from a credit loss or other factors. The unrealized losses on the Company’s available-for-sale securities for the years ended December 31, 2021, 2020, or 2019 were caused by fluctuations in market value and interest rates as a result of the economic environment. The Company concluded that an allowance for credit losses was unnecessary as of December 31, 2021 and that there were no impairments as of December 31, 2020, or 2019 considered as other-than-temporary because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery of their cost basis or recovery of fair value. There was no realized gain or loss on available-for-sale securities in the periods presented. |
Fair Value of Financial Instruments | The fair value of a financial instrument is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to ongoing fair value measurement are categorized and disclosed into one of the three categories depending on observable or unobservable inputs employed in the measurement. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. 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. |
Inventory | Inventory primarily consists of finished goods and raw materials that are located at Company-managed and third-party fulfillment warehouses. Inventory is stated at the lower of cost and net realizable value and inventory cost is determined by the weighted average cost method. The Company reserves for expired, slow-moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory. Management monitors inventory to identify events that would require impairment due to slow-moving, expired, or obsolete inventory and reduces the value of inventory when required. Obsolete inventory balances are written off against the inventory allowance when management determines that the inventory cannot be sold. |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of balances related to prepayments or vendor deposits for insurance, marketing, software, inventory and other operating costs, and trade and other accounts receivables. Prepaid expenses are recorded when payment has been made in advance for goods and services. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Receivables are stated at amounts estimated by management to be equal to their net realizable values. The allowance for doubtful accounts is the Company's best estimate of the amount of expected credit losses. The expectation of collectability is based on the Company's review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and an allowance is recorded accordingly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Other Long-Term Assets | Property and equipment are recorded at cost, less accumulated depreciation and amortization. Maintenance and repair costs are charged to expense as incurred, and expenditures that extend the useful lives of assets are capitalized. Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives ranging from two Capitalizable website development and internal-use software costs, net was $5.7 million and $2.8 million as of December 31, 2021 and 2020, and is classified within other long-term assets on the consolidated balance sheets. The costs incurred during the website application and infrastructure stages as well as costs incurred during the graphics and content development stages are capitalized; all other costs are expensed as incurred. In addition, the Company incurs costs to develop software for internal use. The costs incurred during the application development phase are capitalized until the project is completed and the asset is ready for intended use. All costs that relate to the preliminary project and post-implementation operation phases of development are expensed as incurred. |
Goodwill | Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. |
Intangible Assets | Intangible assets primarily includes trade name, customer relationships, and developed technology. The Company amortizes such definite-lived intangible assets on a straight-line basis over the assets’ estimated useful lives of two |
Impairment of Long-Lived Assets | Long-lived assets include property and equipment and intangible assets subject to amortization. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such cases, recoverability of assets to be held and used is assessed by comparing the carrying amount of assets with their future underlying net undiscounted cash flows without interest charges. If such assets are considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets. As of December 31, 2021, 2020, and 2019, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. |
Operating Leases | The Company determines if an arrangement contains a lease at inception based on whether there is identified property, plant, or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company leases a real estate facility under a non-cancelable operating lease with an expiration date in fiscal year 2025. The Company's operating lease is reflected in the operating lease right-of-use (“ROU”) asset and in the operating lease liability in the accompanying consolidated balance sheets. The operating lease ROU asset represents the Company’s right to use the underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. The operating lease ROU asset and lease liability is recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. Because the Company’s operating lease does not provide an implicit rate, the Company estimates its incremental borrowing rate at lease commencement date for borrowings with a similar term. The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company's lease agreement contains variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over the lease term. |
Revenue Recognition | The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company’s consolidated revenue primarily comprises online sales of health and wellness products and services through the Company’s websites, including prescription and non-prescription products. In contracts that contain prescription products issued as the result of a consultation, revenue also includes medical consultation services provided by Affiliated Medical Groups, as defined below. Additionally, the Company offers a range of health and wellness products through wholesale partners. For Online Revenue, the Company defines its customer as an individual who purchases products or services through websites. For Wholesale Revenue, the Company defines its customer as a wholesale partner. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer. The Company’s contracts that contain prescription products issued as the result of a consultation include two performance obligations: access to (i) products and (ii) consultation services. The Company’s contracts for prescription refills and contracts that do not contain prescription products have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically a few days. The customer obtains control of the products and services upon the Company’s completion of its performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on the prices at which the Company separately sells the products and services, as well as market and cost-plus estimates. For each of the years ended December 31, 2021, 2020, and 2019, service revenue represented less than 10% of consolidated revenues. To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and that engage licensed healthcare professionals (physicians, physician assistants, nurse practitioners, and mental health providers; collectively referred to as “Providers” or individually, a “Provider”) to provide consultation services. Refer to Note 11 – Variable Interest Entities. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintains relationships with certain affiliated and third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”) to fill prescriptions that are ordered by the Company’s customers for fulfillment through the Company’s websites. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Partner Pharmacy fills a customer’s prescription; (ii) Partner Pharmacies fill the prescription based on fulfillment instructions provided by the Company, including using the Company’s branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company is responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. The Company estimates refunds using the expected value method based on historical refunds granted to customers. The Company updates its estimate at the end of each reporting period and recognizes the estimated amount as contra-revenue with a corresponding refund liability. Sales, value-added, and other taxes are excluded from the transaction price and, therefore, from revenue. The Company accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue. For online sales, payment for prescription medication and non-prescription products is typically collected from the customer a few days in advance of product shipment. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. Contract liabilities consisting of balances related to customer prepayments are recognized as current deferred revenue on the consolidated balance sheets since the associated revenue will be primarily recognized within the following month. For wholesale arrangements, payments are collected in accordance with contract terms. |
Cost of Revenue | Cost of revenue consists of costs directly attributable to the products shipped and services rendered, including product costs, packaging materials, shipping costs, and labor costs directly related to revenue generating activities. Costs related to free products where there is no expectation of future purchases from a customer and depreciation and amortization on property and equipment are considered to be selling, general, or administrative expenses and are excluded from cost of revenue. |
Stock-based Compensation | The fair value of stock options, equity-classified warrants issued to vendors, and restricted stock units (“RSUs”), are measured at the grant date fair value. The fair value of employee stock options and vendor warrants are generally determined using the Black-Scholes Merton (“BSM”) option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Stock options that were granted to the Company’s CEO with performance and market conditions and earn-out RSUs were valued using the Monte Carlo simulation model. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the employee and vendor, which is generally the vesting term of four years for options, warrants, and RSUs that do not have performance or market conditions. Stock options and RSUs with performance conditions are recognized when it is probable that performance criteria will be achieved and compensation cost is recognized using the accelerated attribution method. The Company accounts for forfeitures as they occur. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the compensation committee. The purchase |
Warrant Liabilities | The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 17 – Common Stock), and warrants to purchase preferred stock as liabilities (discussed in Note 16 – Redeemable Convertible Preferred Stock) . At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense) within the consolidated statements of operations and comprehensive loss. Warrant liabilities are adjusted for changes in fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants. Since all liability-classified warrants were exercised or redeemed as of December 31, 2021, the associated warrant liabilities have been reclassified to additional paid-in capital. |
Income Taxes | The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax reporting basis of assets and liabilities. These differences are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company provides a valuation allowance, if necessary, to reduce its deferred tax assets to the net amount it believes is more likely than not to be realized. The Company considers both positive and negative evidence, including its historical operating results, forecasts of future taxable income on a jurisdiction-by-jurisdiction basis, and ongoing tax planning strategies to ascertain the need for a valuation allowance. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. |
Employee Benefit Plan | The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. Beginning in 2021, the Company contributes 50% of eligible employee’s elective deferrals up to an annual maximum of three thousand dollars per employee. The Company recognized matching contributions cost of $0.7 million for the year ended December 31, 2021. |
Advertising | For the years ended December 31, 2021, 2020, and 2019, advertising costs for customer acquisition were $99.1 million, $44.0 million, and $51.6 million, respectively. These customer acquisition expenses are charged to expense as incurred and recorded within marketing expense on the consolidated statements of operations and comprehensive loss. |
Other Comprehensive Income | The Company’s other comprehensive income is impacted by foreign currency translation and available-for-sale investment fair value adjustments. The impact of foreign currency translation is affected by the translation of assets and liabilities of the Company’s United Kingdom foreign subsidiaries, which are denominated in pounds sterling. The primary assets and liabilities affecting the adjustments are cash and cash equivalents, other assets, and accounts payable. The impact of available-for-sale securities is primarily affected by unrecognized gains and losses related to fluctuations in the fair market value of the securities |
Liquidity | The Company’s operations have been financed primarily through the issuance of common and preferred stock. Since inception, the Company has incurred negative cash flows as it is expending significant resources in expanding its activities. This has resulted in losses from operations, which are expected to continue for the foreseeable future years, and an accumulated deficit. The Company may require additional financing to fund operations to meet its business plan.The Company believes that its existing cash and investment balances and availability under borrowing agreements are sufficient for the Company to meet its obligations through at least one year from the date of issuance of the consolidated financial statements. Management considers that there are no conditions or events in the aggregate, including the impact of the COVID-19 pandemic, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the consolidated financial statements are issued. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company lost its emerging growth company (“EGC”) status on December 31, 2021, due to qualifying as a large accelerated filer based on its market capitalization as of June 30, 2021, according to Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Prior to losing its EGC status, the classification allowed the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements were made applicable to private companies, and the Company elected to use adoption dates applicable to private companies. Subsequent to losing its EGC status, the Company adopted all accounting pronouncements previously deferred under the EGC election according to public company standards. The adoption dates for the new accounting pronouncements disclosed below have been presented accordingly. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which requires lessees to recognize leases on their balance sheets and disclose key information about leasing arrangements. The ASU establishes an ROU model that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition on the income statement. In July 2018, the FASB approved an amendment to the new guidance that allows companies the option of using the effective date of the new standard as the initial application (at the beginning of the period in which it is adopted, rather than at the beginning of the earliest comparative period) and to recognize the effects of applying the new ASU as a cumulative effect adjustment to the opening balance sheet or retained earnings. The standard is effective for nonpublic entities for annual and interim periods beginning after December 15, 2021, and for public entities for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company lost its EGC status on December 31, 2021, which accelerated the adoption of Topic 842. The Company adopted the standard as of January 1, 2021 for the year ended December 31, 2021 using the modified retrospective approach, and has elected to use the optional transition method which allows the Company to apply the guidance of ASC 840, including disclosure requirements, in the comparative periods presented. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard which, among other things, allowed the Company to carry forward the historical lease classification related to agreements entered prior to adoption. The adoption of the new standard resulted in recognition of an operating lease ROU asset and operating lease liability of $6.4 million and $6.8 million, respectively, as of January 1, 2021. The affected line items in the Company’s interim unaudited condensed consolidated balance sheets for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021 resulting from the adoption of Topic 842 would not have differed materially from these amounts. There was no cumulative impact of transition to retained earnings as of the adoption date. The standard did not impact the accompanying consolidated statements of operations and comprehensive loss or cash provided by or used in operating, investing, or financing activities within the consolidated statements of cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to require the measurement of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance also amended the impairment model for available-for-sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. The standard is effective for nonpublic entities for annual and interim periods beginning after December 15, 2022, and for public entities for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The Company lost its EGC status on December 31, 2021, and adopted ASU 2016-13 for the year ended December 31, 2021. The adoption did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment . ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in ASC 350, Intangibles – Goodwill and Other . As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for public entities for annual and interim periods beginning after December 15, 2019, and for nonpublic entities for annual reporting periods beginning after December 15, 2022, including any interim impairment tests within those annual periods, with early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. In January 2021, the Company elected to early adopt ASU 2017-04, and the adoption had no impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public entities for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The standard is effective for nonpublic companies for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company lost its EGC status on December 31, 2021 and adopted ASU 2019-12 for the year ended December 31, 2021. The adoption did not have a material impact on the consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The guidance includes amendments to improve the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to the financial statements is codified in the disclosure section of the codification and to clarify guidance so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public entities, including interim periods within those fiscal years. The standard is effective for nonpublic companies for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company lost its EGC status on December 31, 2021 and adopted ASU 2020-10 for the year ended December 31, 2021. The adoption had no impact on the consolidated financial statements. |
Fair Value Measurements | The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820. The fair values of trade name and developed technology were determined using the relief-from-royalty method under the income approach. This involves forecasting avoided royalties, reducing them by taxes, and discounting the resulting net cash flows to a present value using an appropriate discount rate. Judgment was applied for a number of assumptions in valuing the identified intangible assets including revenue and cash flow forecasts, customer churn rate, technology life, royalty rate, and discount rate. The fair value of customer relationships was determined using the multi-period excess earnings method which involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | Total cash, cash equivalents, and restricted cash are summarized as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 71,784 $ 27,344 Restricted cash 856 1,006 Total cash, cash equivalents, and restricted cash $ 72,640 $ 28,350 |
Restrictions on Cash and Cash Equivalents | Total cash, cash equivalents, and restricted cash are summarized as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 71,784 $ 27,344 Restricted cash 856 1,006 Total cash, cash equivalents, and restricted cash $ 72,640 $ 28,350 |
Schedule of Capitalized Computer Software, Expected Amortization | The following table summarizes the estimated amortization of website development and internal-use software costs subsequent to December 31, 2021 (in thousands): 2022 $ 2,457 2023 2,017 2024 1,253 Total $ 5,727 |
Disaggregation of Revenue | Revenue consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Online $ 259,170 $ 140,728 $ 82,286 Wholesale 12,708 8,029 272 Total revenue $ 271,878 $ 148,757 $ 82,558 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary acquisition date fair values of assets acquired and liabilities assumed (in thousands): Trade name $ 1,470 Other intangible assets 570 Goodwill 2,739 Other net assets 24 Net assets acquired $ 4,803 The following table summarizes the preliminary acquisition date fair values of assets acquired and liabilities assumed (in thousands): Trade name $ 22,700 Other intangible assets 3,140 Goodwill 108,142 Other net liabilities (2,346) Net assets acquired $ 131,636 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of short term investments | Short-term investments as of December 31, 2021, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 146,032 $ — $ (30) $ 146,002 Asset-backed bonds 29,507 — (19) 29,488 Total short-term investments $ 175,539 $ — $ (49) $ 175,490 Short-term investments as of December 31, 2020, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 55,224 $ 5 $ (2) $ 55,227 Government bonds 14,121 2 — 14,123 Asset-backed bonds 3,514 — — 3,514 Total short-term investments $ 72,859 $ 7 $ (2) $ 72,864 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory consists of the following (in thousands): December 31, 2021 2020 Finished goods $ 10,428 $ 2,856 Raw materials 3,130 687 Total inventory $ 13,558 $ 3,543 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2021 2020 Wholesale trade receivables, net $ 3,577 $ 750 Prepaid expenses 4,606 2,691 Other current assets 890 1,963 Total prepaid expenses and other current assets $ 9,073 $ 5,404 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets as of December 31, 2021 consist of the following (in thousands): Gross Accumulated Net Weighted Trade name $ 24,170 $ (1,298) $ 22,872 9.2 Other 3,846 (828) 3,018 2.4 Intangible assets, net $ 28,016 $ (2,126) $ 25,890 8.4 Intangible assets as of December 31, 2020 consist of the following (in thousands): Gross Accumulated Net Weighted Other $ 68 $ (9) $ 59 5.6 |
Finite-lived Intangible Assets Amortization Expense | Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to December 31, 2021 is as follows (in thousands): 2022 $ 4,166 2023 3,542 2024 2,801 2025 2,672 2026 and thereafter 12,709 $ 25,890 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): December 31, 2021 2020 Marketing expenses $ 3,158 $ 1,122 Payroll costs 3,363 919 Professional services 734 1,241 Tax payables 954 651 Product and shipping costs 2,635 175 Warrant exercise deposit liability — 664 Other accrued liabilities 1,350 212 Total accrued liabilities $ 12,194 $ 4,984 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Supplemental Information | Supplemental information related to the Company’s operating lease was as follows for the year ended December 31, 2021 (in thousands): Operating cash flows used for operating lease $ 1,521 Operating lease liability arising from adoption of ASC 842 $ 6,756 Weighted average remaining lease term 3.7 years Weighted average discount rate 4.0% |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under the Company's non-cancelable operating lease with an initial lease term in excess of one year subsequent to December 31, 2021 are as follows (in thousands): 2022 $ 1,559 2023 1,598 2024 1,638 2025 1,114 Gross lease payments 5,909 Less: imputed interest (427) Present value of net future minimum lease payments $ 5,482 |
Schedule of Future Minimum Rental Payments for Operating Leases | Under the previous lease accounting standard ASC 840, Leases, the aggregate future minimum lease payments under the Company's non-cancelable operating lease, as of December 31, 2020, was as follows: 2021 $ 1,521 2022 1,559 2023 1,598 2024 1,638 2025 1,114 Total $ 7,430 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 59,761 $ — $ — $ 59,761 Government bonds — 7,664 — 7,664 Short-term investments: Corporate bonds — 146,002 — 146,002 Asset-backed bonds — 29,488 — 29,488 Restricted cash: Money market funds 856 — — 856 Total assets $ 60,617 $ 183,154 $ — $ 243,771 Liabilities Earn-out liabilities $ — $ — $ 1,999 $ 1,999 Total liabilities $ — $ — $ 1,999 $ 1,999 The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 12,163 $ — $ — $ 12,163 Government bonds — 12,693 — 12,693 Short-term investments: Corporate bonds — 55,227 — 55,227 Government bonds — 14,123 — 14,123 Asset-backed bonds — 3,514 — 3,514 Restricted cash: Money market funds 1,006 — — 1,006 Total assets $ 13,169 $ 85,557 $ — $ 98,726 Liabilities Warrant liabilities $ — $ — $ 906 $ 906 Total liabilities $ — $ — $ 906 $ 906 |
Schedule of Share-based Payment Award, Equity Instrument Other Than Options, Valuation Assumptions | The following assumptions were used for the valuation of the Private Placement Warrants on the settlement date: Expected term 0.16 Volatility 65.0 % Risk-free rate — % Dividend yield — % Expected term (in years) 5.00 Expected volatility 60.0 % Risk-free interest rate 0.5 % Expected dividend yield — % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the fair value of warrant liabilities is as follows (in thousands): Balance at December 31, 2019 $ 9,097 Exercised warrants (11,292) Change in fair value 3,101 Balance at December 31, 2020 906 Conversion of Series D preferred stock warrants to Class A common stock warrants (1,160) Private Placement Warrants and Public Warrants 51,814 Redeemed/exercised warrants (37,859) Change in fair value (13,701) Balance at December 31, 2021 $ — Balance at December 31, 2020 $ — HHL acquisition 1,208 Apostrophe acquisition 32,650 Change in fair value due to revaluation and service-based vesting 10,975 Reclassification to earn-out payable (42,834) Balance at December 31, 2021 $ 1,999 |
Fair Value Measurement Inputs and Valuation Techniques | The following assumptions were used to determine the fair value at inception: HHL Apostrophe Revenue risk-adjusted discount rate 9.1 % 4.9 % Revenue volatility 50.0 % 50.0 % Counterparty discount rate 5.0 % 5.0 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The grant date fair value of the Company’s stock options granted was estimated using the following weighted average assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 5.94 5.94 5.98 Expected volatility 58.6 % 62.3 % 59.7 % Risk-free interest rate 0.9 % 0.5 % 2.2 % Expected dividend yield — % — % — % |
Share-based Payment Arrangement, Option, Activity | Option activity (excluding the stock options granted to the CEO outlined above) is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 26,459 $ 1.16 8.50 $ 131,770 Recapitalization (14,474) 1.41 Outstanding at December 31, 2020 11,985 $ 2.57 8.50 $ 131,770 Granted 1,437 12.12 Exercised (including early exercised options vested during the period) (1,911) 1.07 Forfeited and expired (1,110) 4.14 Outstanding at December 31, 2021 10,401 4.01 7.73 37,868 Exercisable as of December 31, 2021 8,974 2.90 7.49 37,303 |
Share-based Payment Arrangement, Option, Exercise Price Range | Options Outstanding Options Exercisable Exercise Price Shares Weighted Shares Weighted $0.06 – 0.40 2,309 5.64 2,308 5.64 1.55 – 1.75 2,120 7.34 2,006 7.34 2.43 3,242 8.42 3,241 8.42 8.13 – 9.41 1,756 8.82 1,291 8.54 12.21 – 15.17 974 9.28 128 9.02 10,401 8,974 The options outstanding and exercisable as of December 31, 2020 (excluding CEO stock options) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Shares Weighted $0.06 – 0.40 3,454 7.17 3,214 7.17 1.55 – 1.75 3,564 8.36 3,351 8.36 2.43 3,324 9.36 3,320 9.36 8.90 – 9.41 1,643 9.97 1,508 9.98 11,985 11,393 |
Schedule of Share-based Payment Award, Equity Instrument Other Than Options, Valuation Assumptions | The following assumptions were used for the valuation of the Private Placement Warrants on the settlement date: Expected term 0.16 Volatility 65.0 % Risk-free rate — % Dividend yield — % Expected term (in years) 5.00 Expected volatility 60.0 % Risk-free interest rate 0.5 % Expected dividend yield — % |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | RSU activity including RSUs outstanding prior to the Merger, earn-out RSUs, and Parent Warrant RSUs is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Unvested at December 31, 2020 3,480 $ 5.30 Recapitalization (1,904) 5.99 Unvested at December 31, 2020 1,576 11.29 Granted 4,882 11.81 Vested (1,852) 11.80 Forfeited and expired (624) 12.09 Unvested at December 31, 2021 3,982 $ 11.55 |
Share-based Payment Arrangement, Activity | Vendor warrant activity, excluding any right to receive Merger consideration, is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Average Weighted Average Aggregate Outstanding at December 31, 2020 1,861 $ 0.79 7.01 $ 9,957 Recapitalization (1,018) 0.96 Outstanding at December 31, 2020 843 $ 1.75 7.01 $ 9,957 Exercised (381) 1.75 Outstanding at December 31, 2021 462 1.75 7.01 2,219 Vested as of December 31, 2021 462 1.75 7.01 2,219 Exercisable as of December 31, 2021 462 1.75 7.01 2,219 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Marketing $ 9,664 $ 1,172 $ 571 Selling, general, and administrative 57,547 4,659 7,457 Total stock-based compensation expense $ 67,211 $ 5,831 $ 8,028 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity | The following table is a summary of Hims’ redeemable convertible preferred stock as of December 31, 2020 (in thousands, except for share data): Series Shares Shares Aggregate Proceeds, Issue Price Series Seed 4,987,477 4,987,477 $ — $ — $ — Series A 23,822,492 23,822,492 6,621 5,106 0.28 Series A-1 5,742,012 5,742,012 753 740 0.13 Series B 13,270,590 13,270,590 24,600 23,429 1.85 Series B-1 9,807,952 9,807,952 20,000 14,965 2.04 Series B-2 13,464,939 13,464,939 51,371 49,911 3.82 Series C 14,850,340 14,760,594 113,072 92,590 7.67 Series D 10,051,872 7,472,062 52,035 51,900 6.96 Total 95,997,674 93,328,118 $ 268,452 $ 238,641 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31 (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 2019 Class A Class V Class A Class F Class A Class F Numerator: Net loss attributable to common stockholders $ (103,082) $ (4,577) $ (14,558) $ (3,556) $ (57,720) $ (14,344) Denominator: Weighted average shares outstanding, basic and diluted 178,840,009 7,941,528 28,412,457 6,941,352 27,817,465 6,941,352 Basic and diluted net loss per share $ (0.58) $ (0.58) $ (0.51) $ (0.51) $ (2.07) $ (2.07) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table discloses weighted-average securities that were not included in the computation of diluted net loss per share as their inclusion would have been anti-dilutive: Year Ended December 31, 2021 2020 2019 Common stock issued for exercise of stock options subject to nonrecourse promissory notes 874,312 16,514,103 16,204,428 Common stock issued for early exercise of stock options 196,431 99,548 456,307 Redeemable convertible preferred stock 4,858,176 90,268,364 81,871,209 Stock options 16,345,661 11,509,177 6,079,442 RSUs 4,081,026 114,624 — Warrants to purchase Class A common stock 4,778,003 1,767,451 1,056,068 Warrants to purchase redeemable convertible preferred stock — 931,668 1,133,566 Common stock issued subject to vesting 1,419,613 — — Common stock issuable under the ESPP 136,538 — — |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For financial reporting purposes, loss before provision for income taxes includes the following (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (109,393) $ (16,934) $ (71,644) Foreign (1,402) (1,053) (330) Loss before provision for income taxes $ (110,795) $ (17,987) $ (71,974) |
Schedule of Components of Income Tax Expense (Benefit) | The (benefit) provision for income tax expense consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 252 127 90 Foreign — — — Total current provision 252 127 90 Deferred: Federal (2,280) — — State (966) — — Foreign (142) — — Total deferred benefit (3,388) — — Total (benefit) provision for income taxes $ (3,136) $ 127 $ 90 |
Schedule of Effective Income Tax Rate Reconciliation | The (benefit) provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate of 21% to pretax loss as follows (in thousands): Year Ended December 31, 2021 2020 2019 Tax benefit at federal statutory rate $ (23,267) $ (3,777) $ (15,115) State taxes, net of federal benefits (3,498) (364) (2,690) Stock-based compensation 2,018 698 1,471 Warrants (1,710) (403) — Non-deductible officers' compensation 8,352 — — Change in valuation allowance 15,971 3,948 16,560 Other, net (1,002) 25 (136) Total $ (3,136) $ 127 $ 90 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 61,640 $ 44,342 Accrued expenses and reserves 1,245 68 Stock-based compensation 4,130 732 Inventory 2,214 211 Other intangibles 49 52 Deferred revenue — 33 Operating lease liabilities 1,441 — Other deferred tax assets 456 378 Total gross deferred tax assets 71,175 45,816 Less valuation allowance (61,328) (44,576) Total deferred tax assets 9,847 1,240 Deferred tax liabilities: Other intangibles (6,933) — Fixed assets (2,088) (1,206) Operating lease right-of-use assets (1,343) — Other deferred tax liabilities (112) (34) Total deferred tax liabilities (10,476) (1,240) Net deferred tax liabilities $ (629) $ — |
Organization (Details)
Organization (Details) | Jan. 20, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recapitalization exchange ratio | 0.4530 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration Risk (Details) - customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Concentration Risk | Accounts Receivable | Wholesale Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk, number of customers | 3 | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 71,784 | $ 27,344 | ||
Restricted cash | 856 | 1,006 | ||
Total cash, cash equivalents, and restricted cash | $ 72,640 | $ 28,350 | $ 22,797 | $ 41,650 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Other-Than-Temporary Impairment and Credit Losses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Other than temporary impairment losses, investments | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 4,100,000 | $ 1,100,000 | |
Accounts receivable, writeoff | 0 | 0 | $ 0 |
Accounts receivable, allowance for doubtful accounts | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Other Long-Term Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 2.2 | $ 1.7 |
Website development and internal-use software costs | $ 5.7 | $ 2.8 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Amortization of Website Development and Internal-use Software Costs (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 2,457 |
2023 | 2,017 |
2024 | 1,253 |
Total | $ 5,727 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)reporting_unit | |
Accounting Policies [Abstract] | |
Number of reporting units | reporting_unit | 1 |
Goodwill, acquired during period | $ 110,900,000 |
Goodwill, impairment | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 271,878 | $ 148,757 | $ 82,558 |
Online | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 259,170 | 140,728 | 82,286 |
Wholesale | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 12,708 | $ 8,029 | $ 272 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 4 years | |
Common stock issuable under the ESPP | Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock, percent | 85.00% |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Employee Benefit Plan (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Percent of match | 50.00% |
Maximum annual contributions per employee, amount | $ 3,000 |
Matching contribution cost | $ 700,000 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Advertising (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Customer acquisition costs | $ 99.1 | $ 44 | $ 51.6 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Net income (loss) | $ (107,659) | $ (18,114) | $ (72,064) |
Net cash used in operating activities | (34,412) | (2,479) | $ (74,867) |
Accumulated deficit | (278,951) | (171,292) | |
Cash and cash equivalents | 71,784 | 27,344 | |
Short-term investments | $ 175,490 | $ 72,864 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 5,111 | $ 0 | |
Operating lease liability | $ 5,482 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 6,400 | ||
Operating lease liability | $ 6,800 |
Recapitalization (Details)
Recapitalization (Details) $ / shares in Units, $ in Thousands | Jan. 20, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Jan. 19, 2021$ / shares |
Reverse Recapitalization [Line Items] | |||||
Reverse recapitalization, percentage of voting interests acquired | 100.00% | ||||
Proceeds from issuance of common stock upon Merger | $ | $ 197,700 | $ 197,686 | $ 0 | $ 0 | |
Reverse recapitalization, deferred transaction costs | $ | $ 18,700 | ||||
Recapitalization exchange ratio | 0.4530 | ||||
Reverse recapitalization, contingent consideration, equity (in shares) | shares | 16,000,000 | ||||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger one (in dollars per share) | $ 15 | ||||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger two (in dollars per share) | 17.50 | ||||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger three (in dollars per share) | $ 20 | ||||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading days | 10 days | ||||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading day period | 20 days | ||||
Reverse recapitalization, contingent consideration, equity, earnout period | 5 years | ||||
Chief Executive Officer | |||||
Reverse Recapitalization [Line Items] | |||||
Recapitalization exchange ratio | 0.4530 | ||||
Common Class A | |||||
Reverse Recapitalization [Line Items] | |||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 0.0028 | ||||
Parent Warrant Restricted Stock Units | Hims' Option And RSU Holders | |||||
Reverse Recapitalization [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | shares | 35,000 | ||||
Common Class A and V | Common Stock | |||||
Reverse Recapitalization [Line Items] | |||||
Recapitalization, contingent consideration, equity, exchange ratio | 0.0443 | ||||
Common Class A | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Class A | Chief Executive Officer | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Common Class A | Hims, Inc. | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.000001 | ||||
Common Class A | Parent Warrants | |||||
Reverse Recapitalization [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | shares | 888,143 | ||||
Common Class A | Parent Warrants | Hims' Stockholders | |||||
Reverse Recapitalization [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | shares | 888,143 | ||||
Common Class A | Parent Warrants | Hims' Warrant Holders | |||||
Reverse Recapitalization [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | shares | 3,443 | ||||
Common Class V | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Common Class V | Chief Executive Officer | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Common Class V | Hims, Inc. | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.000001 | ||||
PIPE Investment | |||||
Reverse Recapitalization [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 7,500,000 | ||||
Sale of stock, price per share (in dollars per share) | $ 10 | ||||
Sale of stock, consideration received on transaction | $ | $ 75,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | Jun. 11, 2021USD ($)shares | Jul. 31, 2021USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)acquisition | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 02, 2021USD ($) |
Business Acquisition [Line Items] | |||||||
Number of acquisitions | acquisition | 2 | ||||||
Goodwill | $ 110,881,000 | $ 110,881,000 | $ 0 | ||||
Honest Health Limited | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration | $ 4,800,000 | ||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 624,880 | ||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 1,900,000 | ||||||
Business combination, consideration transferred, liabilities incurred | 1,200,000 | ||||||
Potential earnout payable | 10,000,000 | ||||||
Business combination, acquisition related costs | 1,900,000 | ||||||
Business combination, post-acquisition employee expense | 700,000 | ||||||
Goodwill | 2,739,000 | ||||||
Business acquisition, goodwill, expected tax deductible amount | $ 0 | ||||||
Apostrophe | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration | $ 131,600,000 | ||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 8,074,935 | ||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 50,700,000 | ||||||
Business combination, consideration transferred, liabilities incurred | 32,700,000 | ||||||
Potential earnout payable | 50,000,000 | ||||||
Business combination, acquisition related costs | 5,000,000 | ||||||
Business combination, post-acquisition employee expense | 500,000 | ||||||
Goodwill | 108,100,000 | $ 108,142,000 | |||||
Business acquisition, goodwill, expected tax deductible amount | 0 | ||||||
Cash consideration | $ 48,200,000 | ||||||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | $ 11,000,000 | ||||||
Business acquisition, pro forma revenue | $ 21,000,000 | $ 13,000,000 | $ 7,000,000 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 31, 2021 | Jul. 02, 2021 | Jun. 11, 2021 | Dec. 31, 2020 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | $ 110,881 | $ 0 | |||
Honest Health Limited | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Trade name | $ 1,470 | ||||
Other intangible assets | 570 | ||||
Goodwill | 2,739 | ||||
Other net assets (liabilities) | 24 | ||||
Net assets acquired | $ 4,803 | ||||
Apostrophe | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Trade name | $ 22,700 | ||||
Other intangible assets | 3,140 | ||||
Goodwill | $ 108,100 | 108,142 | |||
Other net assets (liabilities) | (2,346) | ||||
Net assets acquired | $ 131,636 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Marketable Securities [Line Items] | ||
Adjusted Cost | $ 175,539 | $ 72,859 |
Unrealized Gains | 0 | 7 |
Unrealized Losses | (49) | (2) |
Fair Value | 175,490 | 72,864 |
Corporate bonds | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 146,032 | 55,224 |
Unrealized Gains | 0 | 5 |
Unrealized Losses | (30) | (2) |
Fair Value | 146,002 | 55,227 |
Government bonds | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 14,121 | |
Unrealized Gains | 2 | |
Unrealized Losses | 0 | |
Fair Value | 14,123 | |
Asset-backed bonds | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 29,507 | 3,514 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (19) | 0 |
Fair Value | $ 29,488 | $ 3,514 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 10,428 | $ 2,856 |
Raw materials | 3,130 | 687 |
Total inventory | $ 13,558 | $ 3,543 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Wholesale trade receivables, net | $ 3,577 | $ 750 |
Prepaid expenses | 4,606 | 2,691 |
Other current assets | 890 | 1,963 |
Total prepaid expenses and other current assets | $ 9,073 | $ 5,404 |
Intangible Assets - Components
Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 28,016 | |
Accumulated Amortization | (2,126) | |
Net Carrying Value | $ 25,890 | |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 8 years 4 months 24 days | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 24,170 | |
Accumulated Amortization | (1,298) | |
Net Carrying Value | $ 22,872 | |
Trade name | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 9 years 2 months 12 days | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 3,846 | $ 68 |
Accumulated Amortization | (828) | (9) |
Net Carrying Value | $ 3,018 | $ 59 |
Other | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 2 years 4 months 24 days | 5 years 7 months 6 days |
Intangible Assets - Amortizatio
Intangible Assets - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense related to intangible assets | $ 2,100 | $ 100 | $ 100 |
2022 | 4,166 | ||
2023 | 3,542 | ||
2024 | 2,801 | ||
2025 | 2,672 | ||
2026 and thereafter | 12,709 | ||
Net Carrying Value | $ 25,890 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Marketing expenses | $ 3,158 | $ 1,122 |
Payroll costs | 3,363 | 919 |
Professional services | 734 | 1,241 |
Tax payables | 954 | 651 |
Product and shipping costs | 2,635 | 175 |
Warrant exercise deposit liability | 0 | 664 |
Other accrued liabilities | 1,350 | 212 |
Total accrued liabilities | $ 12,194 | $ 4,984 |
Operating Leases - Additional D
Operating Leases - Additional Details (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2020USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Minimum lease payments | $ 5,909 | |||
Operating lease costs | 1,800 | |||
Variable lease costs | 300 | |||
Operating leases, future minimum payments due | 5,482 | |||
Operating leases, current, future minimum payments due | 1,365 | $ 0 | ||
Operating leases, noncurrent, future minimum payments due | $ 4,117 | 0 | ||
Operating leases, rent expense | $ 2,100 | $ 1,500 | ||
New Albany, Ohio | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract | 63 months | |||
Area of real estate property | ft² | 302,880 | |||
Minimum lease payments | $ 7,900 | |||
Lessee, operating lease, rent abatement period | 3 months | |||
Rent expense, annual escalation, percent | 2.50% | |||
Operating lease, renewal term | 5 years |
Operating Leases - Lease Costs
Operating Leases - Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating cash flows used for operating lease | $ 1,521 |
Operating lease liability arising from adoption of ASC 842 | $ 6,756 |
Weighted average remaining lease term | 3 years 8 months 12 days |
Weighted average discount rate | 4.00% |
Operating Leases - Lease Liabil
Operating Leases - Lease Liability (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 1,559 |
2023 | 1,598 |
2024 | 1,638 |
2025 | 1,114 |
Gross lease payments | 5,909 |
Less: imputed interest | (427) |
Present value of net future minimum lease payments | $ 5,482 |
Operating Leases - Future Minim
Operating Leases - Future Minimum Lease Commitments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 1,521 |
2022 | 1,559 |
2023 | 1,598 |
2024 | 1,638 |
2025 | 1,114 |
Total | $ 7,430 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||
Current assets | $ 269,905 | $ 113,084 | |
Assets | 420,585 | 118,697 | |
Current liabilities | 79,221 | 15,228 | |
Liabilities | 85,966 | 15,609 | |
Net income (loss) | $ (107,659) | (18,114) | $ (72,064) |
Affiliated Medical Groups | |||
Variable Interest Entity [Line Items] | |||
Percentage owned by licensed physicians | 100.00% | ||
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Current assets | $ 2,200 | 2,200 | |
Assets | 1,400 | 1,400 | |
Current liabilities | 3,000 | 800 | |
Liabilities | 3,000 | 1,200 | |
Payments for services | 23,600 | 12,000 | 2,600 |
Net income (loss) | $ (3,300) | $ (1,900) | $ (9,300) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liabilities | $ 1,999 | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 243,771 | 98,726 |
Earn-out liabilities | 1,999 | |
Warrant liabilities | 906 | |
Total liabilities | 1,999 | 906 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 60,617 | 13,169 |
Earn-out liabilities | 0 | |
Warrant liabilities | 0 | |
Total liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 183,154 | 85,557 |
Earn-out liabilities | 0 | |
Warrant liabilities | 0 | |
Total liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Earn-out liabilities | 1,999 | |
Warrant liabilities | 906 | |
Total liabilities | 1,999 | 906 |
Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 146,002 | 55,227 |
Fair Value, Recurring | Corporate bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 146,002 | 55,227 |
Fair Value, Recurring | Corporate bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 14,123 | |
Fair Value, Recurring | Government bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Fair Value, Recurring | Government bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 14,123 | |
Fair Value, Recurring | Government bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Fair Value, Recurring | Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 29,488 | 3,514 |
Fair Value, Recurring | Asset-backed bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Asset-backed bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 29,488 | 3,514 |
Fair Value, Recurring | Asset-backed bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 59,761 | 12,163 |
Restricted cash | 856 | 1,006 |
Fair Value, Recurring | Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 59,761 | 12,163 |
Restricted cash | 856 | 1,006 |
Fair Value, Recurring | Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Fair Value, Recurring | Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Fair Value, Recurring | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 7,664 | 12,693 |
Fair Value, Recurring | Government bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Recurring | Government bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 7,664 | 12,693 |
Fair Value, Recurring | Government bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assumptions of Private Placement Warrants (Details) - Private Placement Warrants | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 1 month 28 days |
Revenue volatility | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Measurement input | 0.650 |
Risk-free rate | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Measurement input | 0 |
Dividend yield | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Measurement input | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of Warrant Liabilities (Details) - Warrant liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2020 | $ 906 | $ 9,097 |
Conversion of Series D preferred stock warrants to Class A common stock warrants | (1,160) | |
Private Placement Warrants and Public Warrants | 51,814 | |
Redeemed/exercised warrants | (37,859) | (11,292) |
Change in fair value | (13,701) | 3,101 |
Balance at December 31, 2021 | $ 0 | $ 906 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jul. 31, 2021 | Jun. 11, 2021 |
Honest Health Limited | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Business combination, contingent consideration, liability | $ 0 | |
Honest Health Limited | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Business combination, contingent consideration, liability | $ 3,300,000 | |
Apostrophe | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Business combination, contingent consideration, liability | $ 0 | |
Apostrophe | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Business combination, contingent consideration, liability | $ 49,400,000 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Assumptions (Details) - Level 3 - Valuation, Income Approach | Dec. 31, 2021 |
Revenue risk-adjusted discount rate | Honest Health Limited | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.091 |
Revenue risk-adjusted discount rate | Apostrophe | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.049 |
Revenue volatility | Honest Health Limited | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.500 |
Revenue volatility | Apostrophe | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.500 |
Counterparty discount rate | Honest Health Limited | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.050 |
Counterparty discount rate | Apostrophe | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.050 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in the Fair Value of Earn-out Liabilities (Details) - Earn-out Liability $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2020 | $ 0 |
Change in fair value due to revaluation and service-based vesting | 10,975 |
Reclassification to earn-out payable | (42,834) |
Balance at December 31, 2021 | 1,999 |
Honest Health Limited | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Acquisition | 1,208 |
Apostrophe | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Acquisition | $ 32,650 |
Borrowing Arrangements (Details
Borrowing Arrangements (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 12, 2020 | Feb. 29, 2020 | Nov. 27, 2019 | |
Line of Credit Facility [Line Items] | |||||||
Restricted cash | $ 856,000 | $ 1,006,000 | |||||
Series C Preferred Stock Warrants | |||||||
Line of Credit Facility [Line Items] | |||||||
Class of warrant or right, number securities called by warrants or rights (in shares) | 89,747 | 1,341,865 | 89,747 | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 7.67 | $ 7.67 | |||||
Series D Preferred Stock Warrants | |||||||
Line of Credit Facility [Line Items] | |||||||
Class of warrant or right, number securities called by warrants or rights (in shares) | 98,723 | ||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 6.96 | ||||||
Business Credit Card | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, covenant, required collateral amount | $ 200,000 | ||||||
Capital Agreement, 2019 | Notes Payable, Other Payables | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 50,000,000 | ||||||
Debt, long-term and short-term, combined amount | $ 0 | ||||||
Letter of Credit | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 3,500,000 | $ 2,000,000 | |||||
Proceeds from issuance of debt | 800,000 | ||||||
Debt instrument, covenant, required collateral amount | 800,000 | ||||||
Restricted cash | $ 800,000 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 2.9 |
Purchase obligation, payable in 2022 | 1.8 |
Purchase obligation, payable in 2023 | $ 1.1 |
Stock-Based Compensation - 2017
Stock-Based Compensation - 2017 Stock Plan and 2020 Equity Incentive Plan (Details) - shares | 1 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Dec. 31, 2021 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period (in years) | 10 years | |
2020 Equity Incentive Plan and 2017 Stock Plan | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period (in years) | 5 years | |
2020 Equity Incentive Plan and 2017 Stock Plan | Minimum | Stock Options and Stock Appreciation Rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock, percent | 100.00% | |
2020 Equity Incentive Plan and 2017 Stock Plan | Minimum | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock, percent | 110.00% | |
Stockholders equity ownership, percent | 10.00% | |
2020 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 21,000,000 | 22,413,818 |
Percentage increase in authorized shares of common stock | 5.00% | |
Number of shares available for grant (in shares) | 17,795,844 | |
Stock Plan, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of additional shares authorized (in shares) | 19,000,000 | |
Number of authorized shares transferred between plans (in shares) | 1,413,818 | |
Number of shares available for grant (in shares) | 0 |
Stock-Based Compensation - 2020
Stock-Based Compensation - 2020 Employee Stock Purchase Plan (Details) - Common stock issuable under the ESPP - USD ($) $ in Thousands | 1 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee payroll deductions | $ 400 | |
Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 4,000,000 | |
Purchase price of common stock, percent | 85.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Offering period | 27 months |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 17, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Feb. 28, 2021shares | Jan. 20, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 4 years | ||||||
Total stock-based compensation expense | $ 67,211 | $ 5,831 | $ 8,028 | ||||
Recapitalization exchange ratio | 0.4530 | ||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.51 | $ 3.49 | $ 1.10 | ||||
Intrinsic value of exercises during period | $ 12,600 | $ 700 | $ 300 | ||||
Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant date fair value | $ 16,600 | ||||||
Exercisable at the end of the period (in shares) | shares | 3,246,139 | ||||||
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount | $ 3,200 | ||||||
Options outstanding (in shares) | shares | 1,623,070 | ||||||
Recapitalization exchange ratio | 0.4530 | ||||||
Chief Executive Officer | June 17, 2020 Grant One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award granted (in shares) | shares | 3,246,139 | ||||||
Awards granted (in dollars per share) | $ / shares | $ 2.43 | ||||||
Acquisition with shares consideration threshold (in dollars per share) | $ / shares | $ 22.99 | ||||||
Chief Executive Officer | June 17, 2020 Grant Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award granted (in shares) | shares | 1,623,070 | ||||||
Awards granted (in dollars per share) | $ / shares | $ 2.43 | ||||||
Acquisition with shares consideration threshold (in dollars per share) | $ / shares | $ 38.31 | ||||||
Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount | $ 17,800 | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period (in years) | 10 years | ||||||
Stock options | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 3 months 14 days | ||||||
Stock options | Chief Executive Officer | June 17, 2020 Grant One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | $ 11,300 | ||||||
Stock options | New Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 4 years | ||||||
Award vesting rights, monthly percentage | 2.083% | ||||||
Stock options | New Employee | Share-based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 1 year | ||||||
Awards vesting rights, percentage | 25.00% | ||||||
Stock options | Current Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 4 years | ||||||
Award vesting rights, monthly percentage | 2.083% | ||||||
Stock options | Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 10 months 24 days |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Fair Value Assumptions (Details) - Stock options | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 11 months 8 days | 5 years 11 months 8 days | 5 years 11 months 23 days |
Expected volatility | 58.60% | 62.30% | 59.70% |
Risk-free interest rate | 0.90% | 0.50% | 2.20% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option Activity (Details) - Employee, excluding CEO - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 11,985 | |
Granted (in shares) | 1,437 | |
Exercised (in shares) | (1,911) | |
Forfeited and expired (in shares) | (1,110) | |
Ending balance (in shares) | 10,401 | 11,985 |
Exercisable at the end of the period (in shares) | 8,974 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 2.57 | |
Granted (in dollars per share) | 12.12 | |
Exercised (in dollars per share) | 1.07 | |
Forfeited and expired (in dollars per share) | 4.14 | |
Ending balance (in dollars per share) | 4.01 | $ 2.57 |
Exercisable at the end of the period (in dollars per share) | $ 2.90 | |
Weighted Average Contractual Period (in Years) | ||
Outstanding balance (in years) | 7 years 8 months 23 days | 8 years 6 months |
Exercisable at the end of the period (in years) | 7 years 5 months 26 days | |
Aggregate Intrinsic Value | ||
Outstanding balance | $ 37,868 | $ 131,770 |
Exercisable at the end of the period | $ 37,303 | |
Previously Reported | ||
Shares | ||
Beginning balance (in shares) | 26,459 | |
Ending balance (in shares) | 26,459 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.16 | |
Ending balance (in dollars per share) | $ 1.16 | |
Revision of Prior Period, Adjustment | ||
Shares | ||
Beginning balance (in shares) | 14,474 | |
Ending balance (in shares) | 14,474 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.41 | |
Ending balance (in dollars per share) | $ 1.41 |
Stock-Based Compensation - Exer
Stock-Based Compensation - Exercise Price Range of Options Outstanding and Exercisable (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding | ||
Shares (in shares) | 10,401 | 11,985 |
Options Exercisable | ||
Shares (in shares) | 8,974 | 11,393 |
$0.06 – 0.40 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ 0.06 | $ 0.06 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ 0.40 | $ 0.40 |
Options Outstanding | ||
Shares (in shares) | 2,309 | 3,454 |
Weighted Average Remaining Contractual Life (in Years) | 5 years 7 months 20 days | 7 years 2 months 1 day |
Options Exercisable | ||
Shares (in shares) | 2,308 | 3,214 |
Weighted Average Remaining Contractual Life (in Years) | 5 years 7 months 20 days | 7 years 2 months 1 day |
1.55 – 1.75 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ 1.55 | $ 1.55 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ 1.75 | $ 1.75 |
Options Outstanding | ||
Shares (in shares) | 2,120 | 3,564 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 4 months 2 days | 8 years 4 months 9 days |
Options Exercisable | ||
Shares (in shares) | 2,006 | 3,351 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 4 months 2 days | 8 years 4 months 9 days |
2.43 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ 2.43 | $ 2.43 |
Options Outstanding | ||
Shares (in shares) | 3,242 | 3,324 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 5 months 1 day | 9 years 4 months 9 days |
Options Exercisable | ||
Shares (in shares) | 3,241 | 3,320 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 5 months 1 day | 9 years 4 months 9 days |
8.13 – 9.41 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ 8.13 | |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ 9.41 | |
Options Outstanding | ||
Shares (in shares) | 1,756 | |
Weighted Average Remaining Contractual Life (in Years) | 8 years 9 months 25 days | |
Options Exercisable | ||
Shares (in shares) | 1,291 | |
Weighted Average Remaining Contractual Life (in Years) | 8 years 6 months 14 days | |
8.90 – 9.41 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ 8.90 | |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ 9.41 | |
Options Outstanding | ||
Shares (in shares) | 1,643 | |
Weighted Average Remaining Contractual Life (in Years) | 9 years 11 months 19 days | |
Options Exercisable | ||
Shares (in shares) | 1,508 | |
Weighted Average Remaining Contractual Life (in Years) | 9 years 11 months 23 days | |
12.21 – 15.17 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ 12.21 | |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ 15.17 | |
Options Outstanding | ||
Shares (in shares) | 974 | |
Weighted Average Remaining Contractual Life (in Years) | 9 years 3 months 10 days | |
Options Exercisable | ||
Shares (in shares) | 128 | |
Weighted Average Remaining Contractual Life (in Years) | 9 years 7 days |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs Narrative (Details) $ / shares in Units, $ in Millions | Jan. 20, 2021day$ / shares | Jan. 31, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Recapitalization exchange ratio | 0.4530 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger one (in dollars per share) | $ / shares | $ 15 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger two (in dollars per share) | $ / shares | 17.50 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger three (in dollars per share) | $ / shares | $ 20 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading days | 10 days | |||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold consecutive trading days | day | 20 | |||
Reverse recapitalization, contingent consideration, equity, earnout period | 5 years | |||
Share price (in dollars per share) | $ / shares | $ 16.38 | |||
Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recapitalization exchange ratio | 0.4530 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Granted (in shares) | 4,882,000 | 45,297 | ||
Vested (in shares) | 1,852,000 | |||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ | $ 32.9 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 25 days | |||
RSUs | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 1 year | |||
Awards vesting rights, percentage | 25.00% | |||
Earn Out Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 317,539 | |||
Earn Out Restricted Stock Units | Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 476,308 | |||
Earn Out Restricted Stock Units | Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 4,431 | |||
Parent Warrant Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 6,319 | |||
Parent Warrant Restricted Stock Units | Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 9,478 | |||
Parent Warrant Restricted Stock Units | Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 88 |
Stock-Based Compensation - RS_2
Stock-Based Compensation - RSUs Weighted Average Fair Value Assumptions (Details) - RSUs | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years |
Expected volatility | 60.00% |
Risk-free interest rate | 0.50% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - RS_3
Stock-Based Compensation - RSUs Activity (Details) - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 1,576,000 | |
Granted (in shares) | 4,882,000 | 45,297 |
Vested (in shares) | (1,852,000) | |
Forfeited and expired (in shares) | (624,000) | |
Ending balance (in shares) | 3,982,000 | 1,576,000 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 11.29 | |
Granted (in dollars per share) | 11.81 | |
Vested (in dollars per share) | 11.80 | |
Forfeited and expired (in dollars per share) | 12.09 | |
Ending balance (in dollars per share) | $ 11.55 | $ 11.29 |
Previously Reported | ||
Shares | ||
Beginning balance (in shares) | 3,480,000 | |
Ending balance (in shares) | 3,480,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 5.30 | |
Ending balance (in dollars per share) | $ 5.30 | |
Revision of Prior Period, Adjustment | ||
Shares | ||
Beginning balance (in shares) | 1,904,000 | |
Ending balance (in shares) | 1,904,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 5.99 | |
Ending balance (in dollars per share) | $ 5.99 |
Stock-Based Compensation - Vend
Stock-Based Compensation - Vendor Warrants Narrative (Details) | Jan. 20, 2021day$ / shares | Dec. 31, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recapitalization exchange ratio | 0.4530 | |
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger one (in dollars per share) | $ 15 | |
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger two (in dollars per share) | 17.50 | |
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger three (in dollars per share) | $ 20 | |
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading days | 10 days | |
Reverse recapitalization, contingent consideration, equity, earnout period, threshold consecutive trading days | day | 20 | |
Reverse recapitalization, contingent consideration, equity, earnout period | 5 years | |
Earn-Out Consideration | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of warrant or right, number securities called by warrants or rights (in shares) | shares | 45,225 |
Stock-Based Compensation - Ve_2
Stock-Based Compensation - Vendor Warrant Activity (Details) - Vendor Warrants - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 843 | |
Exercised (in shares) | (381) | |
Ending balance (in shares) | 462 | 843 |
Vested at the end of period (in shares) | 462 | |
Exercisable at the end of period (in shares) | 462 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.75 | |
Exercised (in dollars per share) | 1.75 | |
Ending balance (in dollars per share) | 1.75 | $ 1.75 |
Vested at the end of period (in dollars per share) | 1.75 | |
Exercisable at the end of period (in dollars per share) | $ 1.75 | |
Weighted Average Contractual Term (in Years) | ||
Outstanding (in years) | 7 years 3 days | 7 years 3 days |
Vested at the end of period (in years) | 7 years 3 days | |
Exercisable at the end of period (in years) | 7 years 3 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 2,219 | $ 9,957 |
Vested at the end of period | 2,219 | |
Exercisable at the end of period | $ 2,219 | |
Previously Reported | ||
Shares | ||
Beginning balance (in shares) | 1,861 | |
Ending balance (in shares) | 1,861 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0.79 | |
Ending balance (in dollars per share) | $ 0.79 | |
Weighted Average Contractual Term (in Years) | ||
Outstanding (in years) | 7 years 3 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 9,957 | |
Revision of Prior Period, Adjustment | ||
Shares | ||
Beginning balance (in shares) | 1,018 | |
Ending balance (in shares) | 1,018 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0.96 | |
Ending balance (in dollars per share) | $ 0.96 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Subject to Vesting and Earn-out Share Liability (Details) - USD ($) $ in Millions | Jun. 11, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Restricted Stock | Honest Health Limited | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 5.2 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 3 months 25 days | |||
Restricted Stock | Apostrophe | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 20.2 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 6 months | |||
Restricted Stock | Employee | Honest Health Limited | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Restricted Stock | Employee | Honest Health Limited | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 1 year | |||
Awards vesting rights, percentage | 25.00% | |||
Restricted Stock | Employee | Honest Health Limited | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 447,553 | |||
Aggregate grant date fair value | $ 5.5 | |||
Restricted Stock | Employee | Apostrophe | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 3 years | |||
Restricted Stock | Employee | Apostrophe | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 6 months | |||
Awards vesting rights, percentage | 17.00% | |||
Restricted Stock | Employee | Apostrophe | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 2,332,557 | |||
Aggregate grant date fair value | $ 24.2 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense for Employees and Nonemployees (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 67,211,000 | $ 5,831,000 | $ 8,028,000 |
Share-based payment arrangement, amount capitalized | 700,000 | 0 | 0 |
Marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 9,664,000 | 1,172,000 | 571,000 |
Selling, general, and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 57,547,000 | $ 4,659,000 | $ 7,457,000 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 95,997,674 | 275,000,000 | |
Shares Issued (in shares) | 93,328,118 | 0 | |
Shares Outstanding (in shares) | 93,328,118 | 0 | |
Aggregate Liquidation Value | $ 268,452,000 | $ 0 | |
Proceeds, Net of Issuance Costs | $ 238,641,000 | ||
Series Seed | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 4,987,477 | ||
Shares Issued (in shares) | 4,987,477 | ||
Shares Outstanding (in shares) | 4,987,477 | ||
Aggregate Liquidation Value | $ 0 | ||
Proceeds, Net of Issuance Costs | $ 0 | ||
Issue Price per Share (in dollars per share) | $ 0 | ||
Series A | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 23,822,492 | ||
Shares Issued (in shares) | 23,822,492 | ||
Shares Outstanding (in shares) | 23,822,492 | ||
Aggregate Liquidation Value | $ 6,621,000 | ||
Proceeds, Net of Issuance Costs | $ 5,106,000 | ||
Issue Price per Share (in dollars per share) | $ 0.28 | ||
Series A-1 | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 5,742,012 | ||
Shares Issued (in shares) | 5,742,012 | ||
Shares Outstanding (in shares) | 5,742,012 | ||
Aggregate Liquidation Value | $ 753,000 | ||
Proceeds, Net of Issuance Costs | $ 740,000 | ||
Issue Price per Share (in dollars per share) | $ 0.13 | ||
Series B | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 13,270,590 | ||
Shares Issued (in shares) | 13,270,590 | ||
Shares Outstanding (in shares) | 13,270,590 | ||
Aggregate Liquidation Value | $ 24,600,000 | ||
Proceeds, Net of Issuance Costs | $ 23,429,000 | ||
Issue Price per Share (in dollars per share) | $ 1.85 | ||
Series B-1 | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 9,807,952 | ||
Shares Issued (in shares) | 9,807,952 | ||
Shares Outstanding (in shares) | 9,807,952 | ||
Aggregate Liquidation Value | $ 20,000,000 | ||
Proceeds, Net of Issuance Costs | $ 14,965,000 | ||
Issue Price per Share (in dollars per share) | $ 2.04 | ||
Series B-2 | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 13,464,939 | ||
Shares Issued (in shares) | 13,464,939 | ||
Shares Outstanding (in shares) | 13,464,939 | ||
Aggregate Liquidation Value | $ 51,371,000 | ||
Proceeds, Net of Issuance Costs | $ 49,911,000 | ||
Issue Price per Share (in dollars per share) | $ 3.82 | ||
Series C | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 14,850,340 | ||
Shares Issued (in shares) | 14,760,594 | ||
Shares Outstanding (in shares) | 14,760,594 | ||
Aggregate Liquidation Value | $ 113,072,000 | ||
Proceeds, Net of Issuance Costs | $ 92,590,000 | ||
Issue Price per Share (in dollars per share) | $ 7.67 | ||
Series D | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 10,051,872 | ||
Shares Issued (in shares) | 7,472,062 | 7,472,062 | |
Shares Outstanding (in shares) | 7,472,062 | ||
Aggregate Liquidation Value | $ 52,035,000 | ||
Proceeds, Net of Issuance Costs | $ 51,900,000 | $ 51,900,000 | |
Issue Price per Share (in dollars per share) | $ 6.96 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Additional Information (Details) $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||||
Feb. 29, 2020USD ($)shares | Jul. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021shares | Jan. 20, 2021 | Mar. 12, 2020shares | Mar. 01, 2020USD ($) | Nov. 27, 2019shares | |
Temporary Equity [Line Items] | ||||||||
Shares Issued (in shares) | shares | 93,328,118 | 0 | ||||||
Proceeds from issuance of temporary equity | $ 238,641 | |||||||
Recapitalization exchange conversion basis | 1 | |||||||
Recapitalization exchange ratio | 0.4530 | |||||||
Series C Preferred Stock Warrants | ||||||||
Temporary Equity [Line Items] | ||||||||
Class of warrant or right, number securities called by warrants or rights (in shares) | shares | 1,341,865 | 89,747 | 89,747 | |||||
Warrants and rights outstanding | $ 10,000 | |||||||
Series D | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares Issued (in shares) | shares | 7,472,062 | 7,472,062 | ||||||
Proceeds from issuance of temporary equity | $ 51,900 | $ 51,900 | ||||||
Series C Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares Issued (in shares) | shares | 14,760,594 | |||||||
Proceeds from issuance of temporary equity | $ 92,590 | |||||||
Warrants and rights outstanding | $ 11,300 | |||||||
Conversion of convertible securities (in shares) | shares | 1,341,865 | |||||||
Proceeds from conversion of convertible securities | $ 100 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ in Thousands | Jan. 20, 2021USD ($)shares | May 31, 2020USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jan. 19, 2021commonStockClass |
Class of Stock [Line Items] | ||||||
Number of classes of common stock | commonStockClass | 2 | |||||
Payments for repurchase of common stock | $ 22,027 | $ 0 | $ 0 | |||
Issuance of Class A common stock warrants | $ 21,902 | |||||
Repurchase of Stock | Former Executive Officer | ||||||
Class of Stock [Line Items] | ||||||
Notes receivable, amount of principal payment canceled | $ 900 | |||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Pre-closing stock repurchase, net of exercise of vested options (in shares) | shares | 183,548 | 509,602 | 85,594 | |||
Payments for repurchase of common stock | $ 22,000 | $ 100 | ||||
Stock repurchased and retired during period (in shares) | shares | 2,207,580 | |||||
Issuance of Class A common stock warrants | $ 1,800 |
Common Stock - Merger Transacti
Common Stock - Merger Transaction (Details) | Jan. 20, 2021$ / sharesshares | Dec. 31, 2021$ / shares | Jan. 19, 2021$ / shares | Dec. 31, 2020$ / shares |
Class of Stock [Line Items] | ||||
Recapitalization exchange ratio | 0.4530 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 0.0028 | |||
Chief Executive Officer | ||||
Class of Stock [Line Items] | ||||
Recapitalization exchange ratio | 0.4530 | |||
Common Class A and V | Common Stock | ||||
Class of Stock [Line Items] | ||||
Recapitalization, contingent consideration, equity, exchange ratio | 0.0443 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class A | Chief Executive Officer | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | 0.0001 | |||
Common Class A | Hims, Inc. | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.000001 | |||
Common Class V | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common Class V | Chief Executive Officer | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common Class V | Hims, Inc. | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.000001 |
Common Stock - Settlement of No
Common Stock - Settlement of Nonrecourse Related-Party Promissory Notes (Details) - Common Class A - Common Stock $ in Millions | Jan. 20, 2021USD ($)shares |
Class of Stock [Line Items] | |
Proceeds from repayment of promissory notes associated with vested and unvested shares | $ | $ 1.2 |
Common stock, forfeited (in shares) | shares | 370,734 |
Common Stock - PIPE Investment
Common Stock - PIPE Investment (Details) - PIPE Investment $ / shares in Units, $ in Millions | Jan. 20, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | shares | 7,500,000 |
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 |
Sale of stock, consideration received on transaction | $ | $ 75 |
Common Stock - Prior to Merger
Common Stock - Prior to Merger (Details) - Common Class A - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Conversion of convertible securities (in shares) | 1,958,615 | ||
Common Stock Warrants | |||
Class of Warrant or Right [Line Items] | |||
Conversion of convertible securities (in shares) | 1,051,204 | ||
Common Stock Warrants | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 0.06 | ||
Common Stock Warrants | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 1.75 | ||
Vendor Warrants | |||
Class of Warrant or Right [Line Items] | |||
Conversion of convertible securities (in shares) | 380,746 | ||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 1.75 |
Common Stock - Subsequent to Me
Common Stock - Subsequent to Merger (Details) | Jul. 09, 2021$ / shares | Jan. 20, 2021$ / sharesshares | Feb. 28, 2021shares | Sep. 30, 2021shares | Aug. 09, 2021$ / shares |
Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion of convertible securities (in shares) | 1,958,615 | ||||
Private Placement Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 3,012,500 | 3,012,500 | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | ||||
Conversion of convertible securities (in shares) | 1,474,145 | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Lock-up period expiration after merger | 180 days | ||||
Public Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 6,708,333 | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||
Class of warrant or right, redemption price per share (in dollars per share) | $ / shares | $ 0.10 | ||||
Warrants exchange ratio | 0.267 | ||||
Parent Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 888,143 |
Common Stock - RSU Releases (De
Common Stock - RSU Releases (Details) - Common Class A - RSUs - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued, shares, share-based payment arrangement, after forfeiture (in shares) | 1,810,545 | 0 | 0 |
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | 620,759 |
Common Stock - Shares Issued to
Common Stock - Shares Issued to Financial Advisor (Details) | Jan. 20, 2021shares |
Financial Advisor | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issuance of earn-out shares to common stockholders (in shares) | 250,000 |
Common Stock - Acquisitions (De
Common Stock - Acquisitions (Details) - Common Class A - shares | Jun. 11, 2021 | Jul. 31, 2021 |
Honest Health Limited | ||
Business Acquisition [Line Items] | ||
Issuance of common stock for acquisition of businesses (in shares) | 177,327 | |
Shares issued in period (in shares) | 447,553 | |
Apostrophe | ||
Business Acquisition [Line Items] | ||
Issuance of common stock for acquisition of businesses (in shares) | 5,742,378 | |
Shares issued in period (in shares) | 2,332,557 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 20, 2021 | Sep. 23, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Redeemable Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Reclassifications of temporary to permanent equity | $ 4.5 | ||||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 3.5 | 3.4 | $ 3.2 | ||
Affiliated Entity | Redeemable Common Stock Transaction | |||||
Related Party Transaction [Line Items] | |||||
Sale of stock, put right period | 6 months | ||||
Affiliated Entity | Identity Verification Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 0.7 | $ 0.1 | |||
Affiliated Entity | Identity Verification Services | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 0.1 | ||||
Management | Nonrecourse Related-Party Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Outstanding (in shares) | 16,345,627 | ||||
Long-term debt, term | 10 years | ||||
Long-term debt, term following initial public offering | 6 months | ||||
Outstanding | $ 7.2 | ||||
Proceeds from repayment of promissory notes associated with vested and unvested shares | $ 1.2 | ||||
Forfeiture of related-party promissory notes (in shares) | 370,734 | ||||
Management | Nonrecourse Related-Party Promissory Notes | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, rate | 3.00% | ||||
Management | Nonrecourse Related-Party Promissory Notes | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, rate | 2.20% | ||||
Chief Executive Officer And Director | Sale of Stock from CEO and Member Of Board of Directors | |||||
Related Party Transaction [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 737,058 | ||||
Sale of stock, price per share (in dollars per share) | $ 6.11 | ||||
Sale of stock, consideration received on transaction | $ 4.5 | ||||
CEO And Director | Redeemable Common Stock Transaction | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 3 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Dividends, common stock | $ 0 | $ 0 | $ 0 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | ||
Common Class A Redeemable Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Shares subject to redemption (in shares) | 165,133 | 199,914 | |
Common Redeemable Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributable to common stockholders | $ (107,659) | $ (18,114) | $ (72,064) |
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 186,781,537 | 35,353,809 | 34,758,817 |
Weighted average shares outstanding, diluted (in shares) | 186,781,537 | 35,353,809 | 34,758,817 |
Basic net loss per share (in dollars per share) | $ (0.58) | $ (0.51) | $ (2.07) |
Diluted net loss per share (in dollars per share) | $ (0.58) | $ (0.51) | $ (2.07) |
Common Class A | |||
Numerator: | |||
Net loss attributable to common stockholders | $ (103,082) | $ (14,558) | $ (57,720) |
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 178,840,009 | 28,412,457 | 27,817,465 |
Weighted average shares outstanding, diluted (in shares) | 178,840,009 | 28,412,457 | 27,817,465 |
Basic net loss per share (in dollars per share) | $ (0.58) | $ (0.51) | $ (2.07) |
Diluted net loss per share (in dollars per share) | $ (0.58) | $ (0.51) | $ (2.07) |
Common Class V | |||
Numerator: | |||
Net loss attributable to common stockholders | $ (4,577) | ||
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 7,941,528 | ||
Weighted average shares outstanding, diluted (in shares) | 7,941,528 | ||
Basic net loss per share (in dollars per share) | $ (0.58) | ||
Diluted net loss per share (in dollars per share) | $ (0.58) | ||
Common Class F | |||
Numerator: | |||
Net loss attributable to common stockholders | $ (3,556) | $ (14,344) | |
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 6,941,352 | 6,941,352 | |
Weighted average shares outstanding, diluted (in shares) | 6,941,352 | 6,941,352 | |
Basic net loss per share (in dollars per share) | $ (0.51) | $ (2.07) | |
Diluted net loss per share (in dollars per share) | $ (0.51) | $ (2.07) |
Basic and Diluted Net Loss pe_5
Basic and Diluted Net Loss per Share - Schedule of Excluded Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | ||
Common stock issued for exercise of stock options subject to nonrecourse promissory notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 874,312 | 16,514,103 | 16,204,428 |
Common stock issued for early exercise of stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 196,431 | 99,548 | 456,307 |
Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,858,176 | 90,268,364 | 81,871,209 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,345,661 | 11,509,177 | 6,079,442 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,081,026 | 114,624 | 0 |
Warrants | Common Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,778,003 | 1,767,451 | 1,056,068 |
Warrants | Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 931,668 | 1,133,566 |
Common stock issued subject to vesting | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,419,613 | 0 | 0 |
Common stock issuable under the ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 136,538 | 0 | 0 |
Income Taxes - Loss Before Prov
Income Taxes - Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (109,393) | $ (16,934) | $ (71,644) |
Foreign | (1,402) | (1,053) | (330) |
Loss before income taxes | $ (110,795) | $ (17,987) | $ (71,974) |
Income Taxes - Components Attri
Income Taxes - Components Attributable to the Provision for Income Taxes (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 252 | 127 | 90 |
Foreign | 0 | 0 | 0 |
Total current provision | 252 | 127 | 90 |
Deferred: | |||
Federal | (2,280) | 0 | 0 |
State | (966) | 0 | 0 |
Foreign | (142) | 0 | 0 |
Total deferred benefit | (3,388) | 0 | 0 |
Total (benefit) provision for income taxes | $ (3,136) | $ 127 | $ 90 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | $ (23,267) | $ (3,777) | $ (15,115) |
State taxes, net of federal benefits | (3,498) | (364) | (2,690) |
Stock-based compensation | 2,018 | 698 | 1,471 |
Warrants | (1,710) | (403) | 0 |
Non-deductible officers' compensation | 8,352 | 0 | 0 |
Change in valuation allowance | 15,971 | 3,948 | 16,560 |
Other, net | (1,002) | 25 | (136) |
Total (benefit) provision for income taxes | $ (3,136) | $ 127 | $ 90 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 61,640 | $ 44,342 |
Accrued expenses and reserves | 1,245 | 68 |
Stock-based compensation | 4,130 | 732 |
Inventory | 2,214 | 211 |
Other intangibles | 49 | 52 |
Deferred revenue | 0 | 33 |
Operating lease liabilities | 1,441 | 0 |
Other deferred tax assets | 456 | 378 |
Total gross deferred tax assets | 71,175 | 45,816 |
Less valuation allowance | (61,328) | (44,576) |
Total deferred tax assets | 9,847 | 1,240 |
Deferred tax liabilities: | ||
Other intangibles | (6,933) | 0 |
Fixed assets | (2,088) | (1,206) |
Operating lease right-of-use assets | (1,343) | 0 |
Other deferred tax liabilities | (112) | (34) |
Total deferred tax liabilities | (10,476) | (1,240) |
Total deferred tax liabilities | $ (629) | $ 0 |
Income Taxes - Additional Detai
Income Taxes - Additional Details (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 16.8 | $ 4.1 |
Operating loss carryforwards, domestic | 225.5 | |
Operating loss carryforwards, state | 180.3 | |
Operating loss carryforwards, foreign | 3.7 | |
Apostrophe | ||
Income Tax Contingency [Line Items] | ||
Valuation allowance, deferred tax asset, release | 3.1 | |
Federal | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards, not subject to expiration | 144.7 | |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards, not subject to expiration | 41.9 | |
Foreign | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards, not subject to expiration | $ 3.7 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | |
Jan. 31, 2022USD ($)ft² | Dec. 31, 2021USD ($) | |
Subsequent Event [Line Items] | ||
Minimum lease payments | $ 5,909 | |
Gilbert, Arizona | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Operating lease, term of contract | 62 months | |
Area of real estate property | ft² | 24,465 | |
Minimum lease payments | $ 1,500 | |
Lessee, operating lease, rent abatement period | 2 months | |
Rent expense, annual escalation, percent | 3.00% | |
Operating lease, renewal term | 5 years |