Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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, $0.0001 par value per share | |
Trading Symbol | HIMS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001773751 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 203,615,885 | |
Common Class V | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 8,377,623 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 57,996 | $ 46,772 |
Short-term investments | 154,501 | 132,853 |
Inventory | 21,992 | 21,562 |
Prepaid expenses and other current assets | 15,730 | 15,408 |
Total current assets | 250,219 | 216,595 |
Restricted cash | 856 | 856 |
Goodwill | 110,881 | 110,881 |
Property, equipment, and software, net | 28,238 | 11,199 |
Intangibles, net | 19,297 | 21,841 |
Operating lease right-of-use assets | 4,302 | 4,936 |
Other long-term assets | 72 | 33 |
Total assets | 413,865 | 366,341 |
Current liabilities: | ||
Accounts payable | 42,001 | 32,363 |
Accrued liabilities | 27,360 | 12,448 |
Deferred revenue | 4,392 | 1,472 |
Earn-out liabilities | 6,862 | 0 |
Operating lease liabilities | 1,930 | 1,658 |
Total current liabilities | 82,545 | 47,941 |
Operating lease liabilities | 2,753 | 3,649 |
Earn-out liabilities | 0 | 2,975 |
Other long-term liabilities | 5 | 35 |
Total liabilities | 85,303 | 54,600 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock – Class A shares, par value $0.0001, 2,750,000,000 shares authorized and 203,578,394 and 200,051,689 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively; Class V shares, par value $0.0001, 10,000,000 shares authorized and 8,377,623 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 21 | 21 |
Additional paid-in capital | 698,094 | 656,626 |
Accumulated other comprehensive loss | (133) | (277) |
Accumulated deficit | (369,420) | (344,629) |
Total stockholders' equity | 328,562 | 311,741 |
Total liabilities and stockholders' equity | $ 413,865 | $ 366,341 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common Class A | ||
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,750,000,000 | 2,750,000,000 |
Common stock, shares issued (in shares) | 203,578,394 | 200,051,689 |
Common stock, shares outstanding (in shares) | 203,578,394 | 200,051,689 |
Common Class V | ||
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 8,377,623 | 8,377,623 |
Common stock, shares outstanding (in shares) | 8,377,623 | 8,377,623 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 226,699 | $ 144,836 | $ 625,381 | $ 359,713 |
Cost of revenue | 39,391 | 30,383 | 114,490 | 83,328 |
Gross profit | 187,308 | 114,453 | 510,891 | 276,385 |
Operating expenses: | ||||
Marketing | 116,076 | 78,462 | 320,540 | 187,045 |
Operations and support | 31,609 | 21,751 | 87,018 | 54,882 |
Technology and development | 12,270 | 7,977 | 34,822 | 20,926 |
General and administrative | 35,907 | 26,246 | 97,564 | 70,624 |
Total operating expenses | 195,862 | 134,436 | 539,944 | 333,477 |
Loss from operations | (8,554) | (19,983) | (29,053) | (57,092) |
Other income: | ||||
Change in fair value of liabilities | (588) | 450 | (1,056) | 1,012 |
Other income, net | 2,226 | 677 | 6,342 | 1,399 |
Total other income, net | 1,638 | 1,127 | 5,286 | 2,411 |
Loss before income taxes | (6,916) | (18,856) | (23,767) | (54,681) |
(Provision) benefit for income taxes | (651) | 16 | (1,024) | (90) |
Net loss | (7,567) | (18,840) | (24,791) | (54,771) |
Other comprehensive income (loss) | 125 | 6 | 144 | (325) |
Total comprehensive loss | $ (7,442) | $ (18,834) | $ (24,647) | $ (55,096) |
Net loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.27) |
Diluted (in dollars per share) | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.27) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 210,134,681 | 205,232,967 | 208,576,903 | 203,968,783 |
Diluted (in shares) | 210,134,681 | 205,232,967 | 208,576,903 | 203,968,783 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 204,791,986 | ||||
Beginning balance at Dec. 31, 2021 | $ 334,619 | $ 20 | $ 613,687 | $ (137) | $ (278,951) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares) | 320,296 | ||||
Payments for taxes related to net share settlement of equity awards | (404) | (404) | |||
Exercise of vested stock options (in shares) | 768,727 | ||||
Exercise of vested stock options | 891 | $ 1 | 890 | ||
Vesting of early exercised stock options | 38 | 38 | |||
Stock-based compensation | 9,009 | 9,009 | |||
Other comprehensive income (loss) | (186) | (186) | |||
Net loss | (16,252) | (16,252) | |||
Ending balance (in shares) at Mar. 31, 2022 | 205,881,009 | ||||
Ending balance at Mar. 31, 2022 | 327,715 | $ 21 | 623,220 | (323) | (295,203) |
Beginning balance (in shares) at Dec. 31, 2021 | 204,791,986 | ||||
Beginning balance at Dec. 31, 2021 | 334,619 | $ 20 | 613,687 | (137) | (278,951) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income (loss) | (325) | ||||
Net loss | (54,771) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 207,687,203 | ||||
Ending balance at Sep. 30, 2022 | 310,946 | $ 21 | 645,109 | (462) | (333,722) |
Beginning balance (in shares) at Mar. 31, 2022 | 205,881,009 | ||||
Beginning balance at Mar. 31, 2022 | 327,715 | $ 21 | 623,220 | (323) | (295,203) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares) | 427,850 | ||||
Payments for taxes related to net share settlement of equity awards | (779) | (779) | |||
Exercise of vested stock options (in shares) | 356,265 | ||||
Exercise of vested stock options | 579 | 579 | |||
Vesting of early exercised stock options | 38 | 38 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 185,103 | ||||
Issuance of common stock under employee stock purchase plan | 553 | 553 | |||
Stock-based compensation | 10,777 | 10,777 | |||
Other comprehensive income (loss) | (145) | (145) | |||
Net loss | (19,679) | (19,679) | |||
Ending balance (in shares) at Jun. 30, 2022 | 206,850,227 | ||||
Ending balance at Jun. 30, 2022 | 319,059 | $ 21 | 634,388 | (468) | (314,882) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares) | 407,448 | ||||
Payments for taxes related to net share settlement of equity awards | (1,181) | (1,181) | |||
Exercise of vested stock options (in shares) | 429,528 | ||||
Exercise of vested stock options | 687 | 687 | |||
Vesting of early exercised stock options | 37 | 37 | |||
Stock-based compensation | 11,178 | 11,178 | |||
Other comprehensive income (loss) | 6 | 6 | |||
Net loss | (18,840) | (18,840) | |||
Ending balance (in shares) at Sep. 30, 2022 | 207,687,203 | ||||
Ending balance at Sep. 30, 2022 | 310,946 | $ 21 | 645,109 | (462) | (333,722) |
Beginning balance (in shares) at Dec. 31, 2022 | 208,429,312 | ||||
Beginning balance at Dec. 31, 2022 | 311,741 | $ 21 | 656,626 | (277) | (344,629) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares) | 751,486 | ||||
Payments for taxes related to net share settlement of equity awards | (3,657) | (3,657) | |||
Exercise of vested stock options (in shares) | 131,246 | ||||
Exercise of vested stock options | 245 | 245 | |||
Stock-based compensation | 14,317 | 14,317 | |||
Other comprehensive income (loss) | 166 | 166 | |||
Net loss | (10,067) | (10,067) | |||
Ending balance (in shares) at Mar. 31, 2023 | 209,312,044 | ||||
Ending balance at Mar. 31, 2023 | 312,745 | $ 21 | 667,531 | (111) | (354,696) |
Beginning balance (in shares) at Dec. 31, 2022 | 208,429,312 | ||||
Beginning balance at Dec. 31, 2022 | 311,741 | $ 21 | 656,626 | (277) | (344,629) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income (loss) | 144 | ||||
Net loss | (24,791) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 211,956,017 | ||||
Ending balance at Sep. 30, 2023 | 328,562 | $ 21 | 698,094 | (133) | (369,420) |
Beginning balance (in shares) at Mar. 31, 2023 | 209,312,044 | ||||
Beginning balance at Mar. 31, 2023 | 312,745 | $ 21 | 667,531 | (111) | (354,696) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares) | 1,017,129 | ||||
Payments for taxes related to net share settlement of equity awards | (3,754) | (3,754) | |||
Exercise of vested stock options (in shares) | 211,002 | ||||
Exercise of vested stock options | 315 | 315 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 256,946 | ||||
Issuance of common stock under employee stock purchase plan | 898 | 898 | |||
Stock-based compensation | 17,171 | 17,171 | |||
Other comprehensive income (loss) | (147) | (147) | |||
Net loss | (7,157) | (7,157) | |||
Ending balance (in shares) at Jun. 30, 2023 | 210,797,121 | ||||
Ending balance at Jun. 30, 2023 | 320,071 | $ 21 | 682,161 | (258) | (361,853) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares) | 779,497 | ||||
Payments for taxes related to net share settlement of equity awards | (2,690) | (2,690) | |||
Exercise of vested stock options (in shares) | 379,399 | ||||
Exercise of vested stock options | 1,131 | 1,131 | |||
Stock-based compensation | 17,492 | 17,492 | |||
Other comprehensive income (loss) | 125 | 125 | |||
Net loss | (7,567) | (7,567) | |||
Ending balance (in shares) at Sep. 30, 2023 | 211,956,017 | ||||
Ending balance at Sep. 30, 2023 | $ 328,562 | $ 21 | $ 698,094 | $ (133) | $ (369,420) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net loss | $ (24,791,000) | $ (54,771,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,857,000 | 5,464,000 |
Stock-based compensation | 48,289,000 | 30,467,000 |
Change in fair value of liabilities | 1,056,000 | (1,012,000) |
Net (accretion) amortization on securities | (4,034,000) | 986,000 |
Benefit for deferred taxes | (30,000) | (380,000) |
Impairment of long-lived assets | 429,000 | 1,127,000 |
Non-cash operating lease cost | 1,412,000 | 1,156,000 |
Non-cash acquisition-related costs | 2,264,000 | (198,000) |
Non-cash other | 87,000 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | (430,000) | (8,789,000) |
Prepaid expenses and other current assets | (401,000) | (3,644,000) |
Other long-term assets | (39,000) | 7,000 |
Accounts payable | 4,401,000 | 13,332,000 |
Accrued liabilities | 14,912,000 | 5,520,000 |
Deferred revenue | 2,920,000 | (1,064,000) |
Operating lease liabilities | (1,402,000) | (1,165,000) |
Earn-out payable | 0 | (6,848,000) |
Net cash provided by (used in) operating activities | 51,500,000 | (19,812,000) |
Investing activities | ||
Purchases of investments | (136,415,000) | (136,816,000) |
Maturities of investments | 117,334,000 | 134,759,000 |
Proceeds from sales of investments | 1,574,000 | 35,846,000 |
Investment in website and mobile application development and internal-use software | (6,705,000) | (3,320,000) |
Purchases of property, equipment, and intangible assets | (8,589,000) | (1,314,000) |
Deferred consideration paid for acquisitions | 0 | (459,000) |
Net cash (used in) provided by investing activities | (32,801,000) | 28,696,000 |
Financing activities | ||
Proceeds from exercise of vested stock options | 1,691,000 | 2,157,000 |
Payments for taxes related to net share settlement of equity awards | (10,101,000) | (2,364,000) |
Proceeds from employee stock purchase plan | 898,000 | 553,000 |
Payments for earn-out consideration for acquisitions | 0 | (23,014,000) |
Net cash used in financing activities | (7,512,000) | (22,668,000) |
Foreign currency effect on cash and cash equivalents | 37,000 | (36,000) |
Increase (decrease) in cash, cash equivalents, and restricted cash | 11,224,000 | (13,820,000) |
Cash, cash equivalents, and restricted cash at beginning of period | 47,628,000 | 72,640,000 |
Cash, cash equivalents, and restricted cash at end of period | 58,852,000 | 58,820,000 |
Reconciliation of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 57,996,000 | 57,964,000 |
Restricted cash | 856,000 | 856,000 |
Total cash, cash equivalents, and restricted cash | 58,852,000 | 58,820,000 |
Supplemental disclosures of cash flow information | ||
Cash paid for taxes | 645,000 | 588,000 |
Non-cash investing and financing activities | ||
Purchase of property and equipment included in accounts payable | 5,237,000 | 0 |
Right-of-use asset obtained in exchange for lease liability | 591,000 | 1,206,000 |
Vesting of early exercised stock options | $ 0 | $ 113,000 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Hims & Hers Health, Inc. (the “Company” or “Hims & Hers”), incorporated in Delaware, is a consumer-first platform transforming the way customers fulfill their health and wellness needs. The Company’s mission is to help the world feel great through the power of better health. The Hims & Hers platform includes access to a highly-qualified and technologically-capable provider network, a clinically-focused electronic medical records system, digital prescriptions, and cloud-enabled pharmacy fulfillment. The Company’s digital platform enables access to treatments for a broad range of conditions, including those related to sexual health, hair loss, dermatology, mental health, and primary care. Hims & Hers connects patients to licensed healthcare professionals who can prescribe medications when appropriate. Prescriptions are fulfilled online through licensed pharmacies on a subscription basis, making accessing treatments simple, affordable, and straightforward. Through the Hims & Hers mobile applications, consumers can access a range of educational programs, wellness content, community support, and other services that promote lifelong health and wellness. In addition, the Company offers access to a range of health and wellness products designed to meet individual needs, which can include curated prescription and non-prescription products. The Company’s products and services are available for purchase directly by customers on the Company’s websites and mobile applications. Additionally, Hims & Hers non-prescription products can be found in tens of thousands of top retail locations in the United States. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements as of September 30, 2023 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022 (the “audited consolidated financial statements”). The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s balance sheet, results of operations, and cash flows for the periods presented, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and variable interest entities in which it is the primary beneficiary. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. There have been no changes to the Company’s significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2022 that have had a material impact on these condensed consolidated financial statements and related notes. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgements, and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates, judgements, and assumptions by management include, among others, valuation of inventory, valuation and recognition of stock-based compensation expense, valuation of contingent consideration in business combinations, purchase price allocation for business combinations, estimates used in the capitalization of website and mobile application development and internal-use software costs, and judgements relating to impairment triggering events for long-lived assets. Management believes that the estimates, judgments, and assumptions upon which it relies are reasonable based upon information available to it at the time that these estimates, judgments, and assumptions 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 condensed consolidated financial statements will be affected. 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. Any acquired assets from a business combination including intangible assets subject to amortization are continuously monitored and reviewed for potential 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. 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. No goodwill impairment was recorded for the three and nine months ended September 30, 2023 and 2022. Impairment of Long-Lived Assets Long-lived assets include property and equipment, website and mobile application development and internal-use software, 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. No impairment of long-lived assets was recorded for the three months ended September 30, 2023. The Company recognized $0.4 million of impairment charges on long-lived assets during the nine months ended September 30, 2023 in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The Company recognized $1.1 million of impairment charges on long-lived assets during each of the three and nine months ended September 30, 2022 in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. 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 and mobile applications, 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 (defined below). Additionally, the Company offers a range of health and wellness products through wholesale partners. Revenue consists of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Online Revenue $ 219,665 $ 139,781 $ 605,018 $ 341,345 Wholesale Revenue 7,034 5,055 20,363 18,368 Total revenue $ 226,699 $ 144,836 $ 625,381 $ 359,713 For Online Revenue, the Company defines its customer as an individual who purchases products or services through its websites or mobile applications. For Wholesale Revenue, the Company defines its customer as a wholesale partner, with the exception of consignment arrangements, where its customer is defined as an individual who purchases products through certain third-party platforms. 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 within one day. 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 three and nine months ended September 30, 2023 and 2022, 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 10 – 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, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services. Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintains relationships with (i) certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”) and (ii) XeCare, LLC (“XeCare”) and Apostrophe Pharmacy LLC (“Apostrophe Pharmacy”, and together with XeCare, the “Affiliated Pharmacies”), which are licensed mail order pharmacies providing prescription fulfillment solely to the Company’s customers. The Partner Pharmacies and the Affiliated Pharmacies fill prescription orders for customers who have received a prescription from a prescribing Provider through the Company’s websites and mobile applications. 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 or Affiliated Pharmacy fills a customer’s prescription; (ii) Partner Pharmacies and Affiliated 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, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services. The Company estimates refunds using the expected value method primarily 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 in accordance with contract terms. 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 condensed 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. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Short-term investments as of September 30, 2023, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 65,281 $ 2 $ (9) $ 65,274 U.S. Treasury bills 59,135 6 (3) 59,138 Government and government agency 29,417 — (23) 29,394 Asset-backed bonds 696 — (1) 695 Total short-term investments $ 154,529 $ 8 $ (36) $ 154,501 Short-term investments as of December 31, 2022, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 99,672 $ — $ (106) $ 99,566 Government and government agency 33,317 17 (47) 33,287 Total short-term investments $ 132,989 $ 17 $ (153) $ 132,853 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following (in thousands): September 30, 2023 December 31, 2022 Finished goods $ 15,381 $ 16,477 Raw materials 6,611 5,085 Total inventory $ 21,992 $ 21,562 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, 2023 December 31, 2022 Wholesale trade receivables $ 4,229 $ 3,231 Prepaid expenses 10,158 10,392 Other current assets 1,343 1,785 Total prepaid expenses and other current assets $ 15,730 $ 15,408 |
Property, Plant, and Software,
Property, Plant, and Software, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Software, Net | Property, Equipment, and Software, Net Property, equipment, and software as of September 30, 2023 and December 31, 2022 consist of the following (in thousands): September 30, 2023 December 31, 2022 Purchased and internal-use software and website development $ 19,529 $ 12,055 Facility equipment and other tangible property 7,657 3,598 Leasehold improvements 543 155 Assets not placed in service 10,846 1,632 Total property, equipment, and software 38,575 17,440 Less: accumulated depreciation and amortization (10,337) (6,241) Total property, equipment, and software, net $ 28,238 $ 11,199 Depreciation and amortization expense for property, equipment, and software was $1.6 million and $0.9 million for the three months ended September 30, 2023 and 2022, respectively. Depreciation and amortization expense for property, equipment, and software was $4.1 million and $2.3 million for the nine months ended September 30, 2023 and 2022, respectively. There was no impairment expense for property, equipment, and software for the three months ended September 30, 2023. Impairment expense for property, equipment, and software was $0.4 million for the nine months ended September 30, 2023. Impairment expense for property, equipment, and software was $0.4 million for each of the three and nine months ended September 30, 2022. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets, Net Intangible assets as of September 30, 2023 consist of the following (in thousands): Gross Accumulated Amortization and Impairment Net Weighted Trade name $ 24,170 $ (6,286) $ 17,884 7.7 Other 4,797 (3,384) 1,413 5.7 Intangible assets, net $ 28,967 $ (9,670) $ 19,297 7.5 Intangible assets as of December 31, 2022 consist of the following (in thousands): Gross Accumulated Amortization and Impairment Net Weighted Trade name $ 24,170 $ (4,504) $ 19,666 8.4 Other 4,581 (2,406) 2,175 4.7 Intangible assets, net $ 28,751 $ (6,910) $ 21,841 8.0 Amortization expense for intangible assets was $0.8 million and $1.0 million for the three months ended September 30, 2023 and 2022, respectively. Amortization expense for intangible assets was $2.8 million and $3.1 million for the nine months ended September 30, 2023 and 2022, respectively. There was no impairment expense for intangible assets for each of the three and nine months ended September 30, 2023. Impairment expense for intangible assets was $0.7 million for each of the three and nine months ended September 30, 2022. Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to September 30, 2023 is as follows (in thousands): The remainder of 2023 $ 729 2024 2,781 2025 2,613 2026 2,474 2027 2,356 2028 and thereafter 8,344 $ 19,297 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30, 2023 December 31, 2022 Marketing $ 13,862 $ 4,990 Payroll 6,839 4,999 Professional services 4,193 643 Tax 1,319 963 Product and shipping 231 263 Other accruals 916 590 Total accrued liabilities $ 27,360 $ 12,448 |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company has various operating leases for fulfillment and corporate facilities with lease periods expiring between fiscal years 2025 and 2027. The operating lease agreements provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. The Company utilizes the reasonably certain threshold criteria in determining which options it will exercise. For the three months ended September 30, 2023 and 2022, the Company recorded operating lease costs of $0.6 million and $0.5 million, respectively, including variable operating lease costs of $0.1 million in each period. For the nine months ended September 30, 2023 and 2022, the Company recorded operating lease costs of $1.7 million and $1.4 million, respectively, including variable operating lease costs of $0.3 million and $0.2 million, respectively. For the nine months ended September 30, 2023 and 2022, operating cash flows used for operating leases were $1.4 million and $1.2 million, respectively. As of September 30, 2023, the weighted average remaining lease term and weighted average discount rate was 2.6 years and 5.3%, respectively. Future minimum lease payments under the Company's non-cancelable operating leases with an initial lease term in excess of one year subsequent to September 30, 2023 are as follows (in thousands): The remainder of 2023 $ 530 2024 2,114 2025 1,642 2026 523 2027 259 Gross lease payments 5,068 Less: imputed interest (385) Present value of net future minimum lease payments $ 4,683 As of September 30, 2023, the present value of net future minimum lease payments of $4.7 million is recorded as operating lease liabilities: (i) $1.9 million within current liabilities; and (ii) $2.8 million within long-term liabilities on the condensed consolidated balance sheet. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities The variable interest entities (“VIEs”) are: (i) the Affiliated Medical Groups; and (ii) the Affiliated Pharmacies. 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, cash flows, 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. The assets of the VIEs can only be used to settle the obligations of the VIEs. 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 condensed consolidated financial statements. As of September 30, 2023 and December 31, 2022, the Company’s condensed consolidated balance sheets included current assets of $19.5 million and $7.5 million, respectively, and total assets of $19.6 million and $7.7 million, respectively, for the VIEs. As of September 30, 2023 and December 31, 2022, current and total liabilities were $5.2 million and $3.7 million, respectively. All amounts are after elimination of intercompany transactions, balances, and non-cash impact of operating leases. For the three months ended September 30, 2023 and 2022, the VIEs charged $25.1 million and $16.2 million, respectively, for services rendered. For the nine months ended September 30, 2023 and 2022, the VIEs charged $71.5 million and $43.4 million, respectively, for services rendered. For the three months ended September 30, 2023 and 2022, operations of the VIEs generated net income of $0.7 million and $1.2 million, respectively, inclusive of administrative expenses. For the nine months ended September 30, 2023 and 2022, operations of the VIEs generated net income of $6.2 million and $4.9 million, respectively, inclusive of administrative expenses. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 10,016 $ — $ — $ 10,016 Short-term investments: Corporate bonds — 65,274 — 65,274 U.S. Treasury bills 59,138 — — 59,138 Government and government agency — 29,394 — 29,394 Asset-backed bonds — 695 — 695 Restricted cash: Money market funds 856 — — 856 Total assets $ 70,010 $ 95,363 $ — $ 165,373 Liabilities Earn-out liability $ — $ — $ 6,862 $ 6,862 Total liabilities $ — $ — $ 6,862 $ 6,862 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, 2022, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 24,606 $ — $ — $ 24,606 Government bonds — 11,315 — 11,315 Short-term investments: Corporate bonds — 99,566 — 99,566 Government and government agency — 33,287 — 33,287 Restricted cash: Money market funds 856 — — 856 Total assets $ 25,462 $ 144,168 $ — $ 169,630 Liabilities Earn-out liability $ — $ — $ 2,975 $ 2,975 Total liabilities $ — $ — $ 2,975 $ 2,975 The fair values of cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values as of September 30, 2023 and December 31, 2022, due to their short-term nature. All other financial instruments, except for the earn-out liability, 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. During the nine months ended September 30, 2023 and 2022, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value. As of September 30, 2023 and December 31, 2022, the earn-out liability, which is solely related to the acquisition of Honest Health Limited, which is now Hims & Hers UK Limited (“HHL”), is classified as a Level 3 fair value measurement containing significant unobservable inputs including estimates of achieving certain revenue targets. At inception, the fair value of the earn-out liability associated with the HHL acquisition was determined based on revenue projections and probability of achievement of revenue targets as evaluated using a Monte Carlo simulation. The following assumptions were used to determine the fair value at inception: HHL Revenue risk-adjusted discount rate 9.1 % Revenue volatility 50.0 % Counterparty discount rate 5.0 % The fair value of the earn-out liability is remeasured at each reporting period. This change in fair value is related to contingent consideration and compensation costs (see Note 13 – Stockholders’ Equity) and is recognized in other income and general and administrative expenses, respectively, on the condensed consolidated statements of operations and comprehensive loss. The change in the fair value of earn-out liability is as follows (in thousands): Balance at December 31, 2022 $ 2,975 Change in fair value due to revaluation and service-based vesting 3,887 Balance at September 30, 2023 $ 6,862 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, purchase obligations were $6.6 million, with $0.2 million payable in 2023, $4.4 million payable in 2024, $1.9 million payable in 2025, and $0.1 million payable in 2026. Lease Commitments Refer to Note 9 – Operating Leases for discussion of the Company’s future lease commitments. Legal Proceedings From time to time, the Company is a party to litigation, various 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. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock The Company has two classes of common stock, Class A and Class V common stock. The rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights. RSU Releases During the three and nine months ended September 30, 2023, the Company released 1,205,067 and 3,805,078, respectively, gross shares of Class A common stock upon vesting of restricted stock units (“RSUs”). In connection with the releases, 425,570 and 1,256,966, respectively, shares of Class A common stock were withheld for the payment of employee taxes. During the three and nine months ended September 30, 2022, the Company released 603,020 and 1,634,903, respectively, gross shares of Class A common stock upon vesting of RSUs. In connection with the releases, 195,572 and 479,309, respectively, shares of Class A common stock were withheld for the payment of employee taxes. 2017 Stock Plan and 2020 Equity Incentive Plan In July 2017, Hims, Inc. (“Hims”) adopted the 2017 Stock Plan (the “2017 Plan”). Under the 2017 Plan, the board of directors of Hims granted 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 of Hims. In January 2021, 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 each fiscal year 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. As of December 31, 2022, there were 33,101,677 and 10,963,031 shares of Class A common stock reserved and available for issuance, respectively, under the 2020 Plan. For the nine months ended September 30, 2023, 80,859 shares of Class A common stock subject to awards granted under the 2017 Plan that were forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. Additionally, on January 1, 2023, 10,421,465 shares of Class A common stock were automatically added to the 2020 Plan reserve. Therefore, as of September 30, 2023, there were 43,604,001 shares of Class A common stock reserved and 13,425,332 shares of Class A common stock available for 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. 2020 Employee Stock Purchase Plan In January 2021, the Board of Directors adopted the Company’s Employee Stock Purchase Plan (“ESPP”). The total shares of Class A common stock initially reserved under the ESPP is limited to 4,000,000 shares of Class A common stock. Beginning on January 1, 2022 and ending on January 1, 2041 (unless extended by the Board of Directors and approved by the Company’s shareholders), the number of authorized shares of common stock under the ESPP will automatically increase each fiscal year by the lesser of (i) 1% of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year, (ii) 12,000,000 shares of Class A common stock, or (iii) a number of shares of Class A common stock determined by the Board of Directors. As of December 31, 2022, there were 6,047,919 and 5,654,391 shares of Class A common stock reserved and available for issuance, respectively, under the ESPP. There were no shares added to the ESPP reserve on January 1, 2023. Therefore, as of September 30, 2023, there were 6,047,919 shares of Class A common stock reserved for issuance under the ESPP. During the nine months ended September 30, 2023 and 2022, the Company issued 256,946 and 185,103, respectively, shares of Class A common stock under the ESPP. No shares were issued under the ESPP during the three months ended September 30, 2023 and 2022. As of September 30, 2023, there were 5,397,445 shares of Class A common stock available for issuance under the ESPP. 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 September 30, 2023, $1.3 million has been withheld via employee payroll deductions for employees who have opted to participate in the purchase period ending November 2023. 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 Chief Executive Officer (“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 period as measured using a Monte Carlo simulation model, and the expense is accelerated if the requirements outlined in (i) and (ii) above are achieved. 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. As of September 30, 2023, 230,275 of these stock options have been exercised at a weighted average exercise price of $2.43. As of September 30, 2023, there was $0.8 million of remaining compensation expense to be recognized for the remaining 1,623,070 stock options over a period of 0.54 years. On February 24, 2022, the Board of Directors granted 2,085,640 stock options to the CEO with an exercise price of $5.01 that vest in four The grant date fair value of the Company’s stock options granted (excluding the stock options granted to the CEO outlined above) was estimated using the following weighted average assumptions for the nine months ended September 30, 2023: Expected term (in years) 6.02 Expected volatility 49.9 % Risk-free interest rate 4.2 % 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, 2022 14,450 $ 4.68 7.98 $ 35,771 Granted 603 11.53 Exercised (493) 2.33 Forfeited and expired (340) 6.25 Outstanding at September 30, 2023 14,220 5.02 7.31 31,815 Exercisable as of September 30, 2023 9,639 4.30 6.75 27,542 The weighted average grant date fair value of options granted for the nine months ended September 30, 2023 was $6.09 per share, and the intrinsic value of vested options exercised was $3.2 million. As of September 30, 2023, there was $17.8 million of unrecognized stock-based compensation expense related to unvested stock options (excluding the stock options granted to the CEO outlined above) which is expected to be recognized over a weighted average period of 2.23 years. The options outstanding and exercisable as of September 30, 2023 (excluding the stock options granted to the CEO outlined above) 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 Average Remaining Contractual Life Shares Weighted Average Remaining Contractual Life $ 0.06 – 0.40 1,679 4.47 1,679 4.47 1.55 – 1.75 848 5.73 848 5.73 2.43 – 3.11 2,825 6.59 2,825 6.59 5.01 – 6.82 5,913 8.43 2,321 8.42 8.13 – 11.53 2,134 7.94 1,439 7.41 12.21 – 15.17 821 7.50 527 7.44 14,220 9,639 RSUs 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. RSU activity (excluding the 2023 performance RSUs outlined below) is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 11,601 $ 6.40 Granted 8,616 10.12 Vested (3,805) 7.22 Forfeited and expired (1,870) 7.35 Unvested at September 30, 2023 14,542 $ 8.21 Included in the above activity are 476,308 earn-out RSUs and 9,478 Parent Warrant RSUs issued to the CEO in January 2021 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 have vested as of September 30, 2023. In addition, the Company granted 45,297 RSUs in 2020 and 4,431 earn-out RSUs and 88 Parent Warrant RSUs in January 2021 to a non-executive officer that vest upon meeting certain revenue targets from the sale of specific products, of which 15,099 RSUs, 1,477 earn-out RSUs, and 30 Parent Warrant RSUs have vested as of September 30, 2023. These grants are also included in the above activity. As of September 30, 2023, there was $105.1 million of unrecognized stock-based compensation expense related to unvested RSUs (excluding the 2023 performance RSUs outlined below) which is expected to be recognized over a weighted average period of 3.04 years. 2023 Performance RSUs On March 1, 2023, the Board of Directors granted awards of 1,115,709 target shares of performance RSUs (“PRSUs”) to certain executive officers. As of September 30, 2023, 11,408 shares subject to PRSUs have been forfeited. The PRSUs vest at the end of a three-year period, with the number of shares earned ranging from 0% to 200% of the target, provided that (i) the recipient remains employed at the end of the period and (ii) the Company achieves certain performance metrics related to the 2025 fiscal year. The total grant date fair value of the awards was $12.9 million, which is based on the probable achievement of 100% of the target. The Company will continue to evaluate the likelihood of achieving the performance metrics on a quarterly basis. As of September 30, 2023, there was unrecognized stock-based compensation expense related to unvested PRSUs of $10.3 million, which is expected to be recognized over a weighted average period of 2.46 years. Warrants As of September 30, 2023, there were 462,335 Class A common stock warrants outstanding and exercisable issued to nonemployees in connection with vendor service arrangements, with a weighted average exercise price of $1.75, a weighted average contractual term of 7.01 years, and an aggregate intrinsic value of $2.1 million. Upon the exercise of outstanding warrants, vendors also have the right to receive 45,225 additional shares of Class A common stock. As of September 30, 2023, all stock-based compensation expense related to vendor warrants and associated earn-out shares has been recognized. As of September 30, 2023, there were 98,723 Class A common stock warrants outstanding and exercisable issued in connection with a debt arrangement, with a weighted average exercise price of $6.96, a weighted average contractual term of 6.71 years, and no aggregate intrinsic value. These debt warrants were settled in additional paid-in capital as a result of their conversion to equity-classified Class A common stock warrants. 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 three and nine months ended September 30, 2023 and 2022. 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. As of September 30, 2023, there was unrecognized stock-based compensation expense of $2.4 million, which will be recognized over a weighted average period of 1.64 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 YoDerm, Inc. (“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 three and nine months ended September 30, 2023 and 2022. 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. As of September 30, 2023, there was unrecognized stock-based compensation expense of $5.6 million, which will be recognized over a weighted average period of 0.75 years. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Marketing $ 1,435 $ 1,241 $ 3,918 $ 3,136 Operations and support 1,887 695 4,895 1,848 Technology and development 1,652 1,003 5,205 2,999 General and administrative 12,303 8,040 34,271 22,484 Total stock-based compensation expense $ 17,277 $ 10,979 $ 48,289 $ 30,467 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions For the three months ended September 30, 2023 and 2022, the Company recorded $1.1 million and $1.0 million, respectively, for payments made to Terminal, Inc., a related party company that provides professional services to the Company, primarily to support engineering and operations functions. For the nine months ended September 30, 2023 and 2022, the Company recorded $3.3 million and $2.8 million, respectively, for payments made to Terminal, Inc. In addition, for the three months ended September 30, 2023 and 2022, the Company recorded $1.0 million and $0.3 million, respectively, for payments made to Vouched, a related-party company that provides identity verification services. For the nine months ended September 30, 2023 and 2022, the Company recorded $2.0 million and $0.7 million, respectively, for payments made to Vouched. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the three and nine months ended September 30, 2023 and 2022. Undistributed earnings for each period are allocated equally to participating securities based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. 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 three and nine months ended September 30 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class V Class A Class V Class A Class V Class A Class V Numerator: Net loss attributable to common stockholders $ (7,265) $ (302) $ (18,071) $ (769) $ (23,795) $ (996) $ (52,521) $ (2,250) Denominator: Weighted average shares outstanding, basic and diluted 201,757,058 8,377,623 196,855,344 8,377,623 200,199,280 8,377,623 195,591,160 8,377,623 Basic and diluted net loss per share $ (0.04) $ (0.04) $ (0.09) $ (0.09) $ (0.12) $ (0.12) $ (0.27) $ (0.27) Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2023 and 2022, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. 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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options 21,114,274 21,241,627 21,452,808 20,176,424 RSUs 15,506,487 9,902,439 15,270,027 7,952,027 2023 PRSUs 1,104,301 — 869,445 — Common stock issued subject to vesting 985,410 1,886,735 1,213,888 2,150,443 Common stock issuable under the ESPP 878,020 899,701 753,499 443,495 Warrants to purchase Class A common stock 561,058 561,058 561,058 561,058 Common stock issued for early exercise of stock options — 57,400 — 80,151 |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax The effective income tax rate was (9.4)% and 0.1%, respectively, for the three months ended September 30, 2023 and 2022 and (4.3)% and (0.2)%, respectively, for the nine months ended September 30, 2023 and 2022 . The effective tax rate differs from the U.S. federal rate primarily due to the impacts of the valuation allowance placed on the Company’s deferred tax assets and state taxes. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The legislation imposes a 15% minimum tax on certain corporation’s book income and a 1% excise tax on certain stock buybacks. While the Company may be subject to the new excise tax on certain stock buybacks in the future, the enactment of the IRA did not result in any material adjustments to the Company’s financial statements for the three and nine months ended September 30, 2023 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn October 26, 2023, the Board of Directors authorized and approved a share repurchase program pursuant to which the Company may repurchase up to $50 million of the Company’s Class A common stock. The program expires on November 8, 2025. The Company intends to use the program to repurchase shares on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through 10b5-1 trading plans. This repurchase program may be commenced, suspended or discontinued at any time. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ (7,567) | $ (7,157) | $ (10,067) | $ (18,840) | $ (19,679) | $ (16,252) | $ (24,791) | $ (54,771) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Officer Trading Arrangement [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the fiscal quarter ended September 30, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below: Name and Title of Insider Adoption, Modification or Termination Applicable Date Duration of Trading Arrangement Rule 10b5-1 Trading Arrangement? (Y / N) (1) Aggregate Number of Securities Subject to the Trading Arrangement Soleil Boughton, CLO Adoption September 8, 2023 April 1, 2024 - January 3, 2025 Y 354,520 Irene Becklund, SVP, Controller Adoption September 11, 2023 February 27, 2024 - February 28, 2025 Y 143,873 ______________ (1) Denotes whether the trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) when adopted. | |
Officer Trading Arrangement [Member] | Soleil Boughton [Member] | ||
Trading Arrangements, by Individual | ||
Name | Soleil Boughton | |
Title | CLO | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 8, 2023 | |
Arrangement Duration | 277 days | |
Aggregate Available | 354,520 | 354,520 |
Officer Trading Arrangement [Member] | Irene Becklund [Member] | ||
Trading Arrangements, by Individual | ||
Name | Irene Becklund | |
Title | SVP, Controller | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 11, 2023 | |
Arrangement Duration | 367 days | |
Aggregate Available | 143,873 | 143,873 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements as of September 30, 2023 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022 (the “audited consolidated financial statements”). The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s balance sheet, results of operations, and cash flows for the periods presented, but are not necessarily indicative of the results expected for the full fiscal year or any other period. |
Consolidation | The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and variable interest entities in which it is the primary beneficiary. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. There have been no changes to the Company’s significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2022 that have had a material impact on these condensed consolidated financial statements and related notes. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgements, and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates, judgements, and assumptions by management include, among others, valuation of inventory, valuation and recognition of stock-based compensation expense, valuation of contingent consideration in business combinations, purchase price allocation for business combinations, estimates used in the capitalization of website and mobile application development and internal-use software costs, and judgements relating to impairment triggering events for long-lived assets. Management believes that the estimates, judgments, and assumptions upon which it relies are reasonable based upon information available to it at the time that these estimates, judgments, and assumptions 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 condensed consolidated financial statements will be affected. |
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. Any acquired assets from a business combination including intangible assets subject to amortization are continuously monitored and reviewed for potential 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. |
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. |
Impairment of Long-Lived Assets | Long-lived assets include property and equipment, website and mobile application development and internal-use software, 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. No impairment of long-lived assets was recorded for the three months ended September 30, 2023. The Company recognized $0.4 million of impairment charges on long-lived assets during the nine months ended September 30, 2023 in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The Company recognized $1.1 million of impairment charges on long-lived assets during each of the three and nine months ended September 30, 2022 in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. |
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 and mobile applications, 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 (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 its websites or mobile applications. For Wholesale Revenue, the Company defines its customer as a wholesale partner, with the exception of consignment arrangements, where its customer is defined as an individual who purchases products through certain third-party platforms. 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 within one day. 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 three and nine months ended September 30, 2023 and 2022, 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 10 – 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, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services. Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintains relationships with (i) certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”) and (ii) XeCare, LLC (“XeCare”) and Apostrophe Pharmacy LLC (“Apostrophe Pharmacy”, and together with XeCare, the “Affiliated Pharmacies”), which are licensed mail order pharmacies providing prescription fulfillment solely to the Company’s customers. The Partner Pharmacies and the Affiliated Pharmacies fill prescription orders for customers who have received a prescription from a prescribing Provider through the Company’s websites and mobile applications. 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 or Affiliated Pharmacy fills a customer’s prescription; (ii) Partner Pharmacies and Affiliated 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, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services. The Company estimates refunds using the expected value method primarily 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 in accordance with contract terms. 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 condensed 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Revenue consists of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Online Revenue $ 219,665 $ 139,781 $ 605,018 $ 341,345 Wholesale Revenue 7,034 5,055 20,363 18,368 Total revenue $ 226,699 $ 144,836 $ 625,381 $ 359,713 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Short-term investments as of September 30, 2023, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 65,281 $ 2 $ (9) $ 65,274 U.S. Treasury bills 59,135 6 (3) 59,138 Government and government agency 29,417 — (23) 29,394 Asset-backed bonds 696 — (1) 695 Total short-term investments $ 154,529 $ 8 $ (36) $ 154,501 Short-term investments as of December 31, 2022, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 99,672 $ — $ (106) $ 99,566 Government and government agency 33,317 17 (47) 33,287 Total short-term investments $ 132,989 $ 17 $ (153) $ 132,853 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory consists of the following (in thousands): September 30, 2023 December 31, 2022 Finished goods $ 15,381 $ 16,477 Raw materials 6,611 5,085 Total inventory $ 21,992 $ 21,562 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, 2023 December 31, 2022 Wholesale trade receivables $ 4,229 $ 3,231 Prepaid expenses 10,158 10,392 Other current assets 1,343 1,785 Total prepaid expenses and other current assets $ 15,730 $ 15,408 |
Property, Plant, and Software_2
Property, Plant, and Software, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Software | Property, equipment, and software as of September 30, 2023 and December 31, 2022 consist of the following (in thousands): September 30, 2023 December 31, 2022 Purchased and internal-use software and website development $ 19,529 $ 12,055 Facility equipment and other tangible property 7,657 3,598 Leasehold improvements 543 155 Assets not placed in service 10,846 1,632 Total property, equipment, and software 38,575 17,440 Less: accumulated depreciation and amortization (10,337) (6,241) Total property, equipment, and software, net $ 28,238 $ 11,199 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets as of September 30, 2023 consist of the following (in thousands): Gross Accumulated Amortization and Impairment Net Weighted Trade name $ 24,170 $ (6,286) $ 17,884 7.7 Other 4,797 (3,384) 1,413 5.7 Intangible assets, net $ 28,967 $ (9,670) $ 19,297 7.5 Intangible assets as of December 31, 2022 consist of the following (in thousands): Gross Accumulated Amortization and Impairment Net Weighted Trade name $ 24,170 $ (4,504) $ 19,666 8.4 Other 4,581 (2,406) 2,175 4.7 Intangible assets, net $ 28,751 $ (6,910) $ 21,841 8.0 |
Finite-lived Intangible Assets Amortization Expense | Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to September 30, 2023 is as follows (in thousands): The remainder of 2023 $ 729 2024 2,781 2025 2,613 2026 2,474 2027 2,356 2028 and thereafter 8,344 $ 19,297 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, 2023 December 31, 2022 Marketing $ 13,862 $ 4,990 Payroll 6,839 4,999 Professional services 4,193 643 Tax 1,319 963 Product and shipping 231 263 Other accruals 916 590 Total accrued liabilities $ 27,360 $ 12,448 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under the Company's non-cancelable operating leases with an initial lease term in excess of one year subsequent to September 30, 2023 are as follows (in thousands): The remainder of 2023 $ 530 2024 2,114 2025 1,642 2026 523 2027 259 Gross lease payments 5,068 Less: imputed interest (385) Present value of net future minimum lease payments $ 4,683 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 10,016 $ — $ — $ 10,016 Short-term investments: Corporate bonds — 65,274 — 65,274 U.S. Treasury bills 59,138 — — 59,138 Government and government agency — 29,394 — 29,394 Asset-backed bonds — 695 — 695 Restricted cash: Money market funds 856 — — 856 Total assets $ 70,010 $ 95,363 $ — $ 165,373 Liabilities Earn-out liability $ — $ — $ 6,862 $ 6,862 Total liabilities $ — $ — $ 6,862 $ 6,862 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, 2022, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 24,606 $ — $ — $ 24,606 Government bonds — 11,315 — 11,315 Short-term investments: Corporate bonds — 99,566 — 99,566 Government and government agency — 33,287 — 33,287 Restricted cash: Money market funds 856 — — 856 Total assets $ 25,462 $ 144,168 $ — $ 169,630 Liabilities Earn-out liability $ — $ — $ 2,975 $ 2,975 Total liabilities $ — $ — $ 2,975 $ 2,975 |
Fair Value Measurement Inputs and Valuation Techniques | The following assumptions were used to determine the fair value at inception: HHL Revenue risk-adjusted discount rate 9.1 % Revenue volatility 50.0 % Counterparty discount rate 5.0 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the fair value of earn-out liability is as follows (in thousands): Balance at December 31, 2022 $ 2,975 Change in fair value due to revaluation and service-based vesting 3,887 Balance at September 30, 2023 $ 6,862 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 (excluding the stock options granted to the CEO outlined above) was estimated using the following weighted average assumptions for the nine months ended September 30, 2023: Expected term (in years) 6.02 Expected volatility 49.9 % Risk-free interest rate 4.2 % 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, 2022 14,450 $ 4.68 7.98 $ 35,771 Granted 603 11.53 Exercised (493) 2.33 Forfeited and expired (340) 6.25 Outstanding at September 30, 2023 14,220 5.02 7.31 31,815 Exercisable as of September 30, 2023 9,639 4.30 6.75 27,542 |
Share-based Payment Arrangement, Option, Exercise Price Range | The options outstanding and exercisable as of September 30, 2023 (excluding the stock options granted to the CEO outlined above) 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 Average Remaining Contractual Life Shares Weighted Average Remaining Contractual Life $ 0.06 – 0.40 1,679 4.47 1,679 4.47 1.55 – 1.75 848 5.73 848 5.73 2.43 – 3.11 2,825 6.59 2,825 6.59 5.01 – 6.82 5,913 8.43 2,321 8.42 8.13 – 11.53 2,134 7.94 1,439 7.41 12.21 – 15.17 821 7.50 527 7.44 14,220 9,639 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | RSU activity (excluding the 2023 performance RSUs outlined below) is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 11,601 $ 6.40 Granted 8,616 10.12 Vested (3,805) 7.22 Forfeited and expired (1,870) 7.35 Unvested at September 30, 2023 14,542 $ 8.21 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Marketing $ 1,435 $ 1,241 $ 3,918 $ 3,136 Operations and support 1,887 695 4,895 1,848 Technology and development 1,652 1,003 5,205 2,999 General and administrative 12,303 8,040 34,271 22,484 Total stock-based compensation expense $ 17,277 $ 10,979 $ 48,289 $ 30,467 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 three and nine months ended September 30 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class V Class A Class V Class A Class V Class A Class V Numerator: Net loss attributable to common stockholders $ (7,265) $ (302) $ (18,071) $ (769) $ (23,795) $ (996) $ (52,521) $ (2,250) Denominator: Weighted average shares outstanding, basic and diluted 201,757,058 8,377,623 196,855,344 8,377,623 200,199,280 8,377,623 195,591,160 8,377,623 Basic and diluted net loss per share $ (0.04) $ (0.04) $ (0.09) $ (0.09) $ (0.12) $ (0.12) $ (0.27) $ (0.27) |
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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options 21,114,274 21,241,627 21,452,808 20,176,424 RSUs 15,506,487 9,902,439 15,270,027 7,952,027 2023 PRSUs 1,104,301 — 869,445 — Common stock issued subject to vesting 985,410 1,886,735 1,213,888 2,150,443 Common stock issuable under the ESPP 878,020 899,701 753,499 443,495 Warrants to purchase Class A common stock 561,058 561,058 561,058 561,058 Common stock issued for early exercise of stock options — 57,400 — 80,151 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) reportingUnit | Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | ||||
Number of reporting unit | reportingUnit | 1 | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Impairment of long-lived assets | $ 0 | $ 1,100,000 | $ 429,000 | $ 1,127,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 226,699 | $ 144,836 | $ 625,381 | $ 359,713 |
Online Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 219,665 | 139,781 | 605,018 | 341,345 |
Wholesale Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 7,034 | $ 5,055 | $ 20,363 | $ 18,368 |
Investments - Short-term Invest
Investments - Short-term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Adjusted Cost | $ 154,529 | $ 132,989 |
Unrealized Gains | 8 | 17 |
Unrealized Losses | (36) | (153) |
Fair Value | 154,501 | 132,853 |
Corporate bonds | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 65,281 | 99,672 |
Unrealized Gains | 2 | 0 |
Unrealized Losses | (9) | (106) |
Fair Value | 65,274 | 99,566 |
U.S. Treasury bills | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 59,135 | |
Unrealized Gains | 6 | |
Unrealized Losses | (3) | |
Fair Value | 59,138 | |
Asset-backed bonds | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 696 | |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | |
Fair Value | 695 | |
Government and government agency | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 29,417 | 33,317 |
Unrealized Gains | 0 | 17 |
Unrealized Losses | (23) | (47) |
Fair Value | $ 29,394 | $ 33,287 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 15,381 | $ 16,477 |
Raw materials | 6,611 | 5,085 |
Total inventory | $ 21,992 | $ 21,562 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Wholesale trade receivables | $ 4,229 | $ 3,231 |
Prepaid expenses | 10,158 | 10,392 |
Other current assets | 1,343 | 1,785 |
Total prepaid expenses and other current assets | $ 15,730 | $ 15,408 |
Property, Plant, and Software_3
Property, Plant, and Software, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, equipment, and software | $ 38,575 | $ 17,440 |
Less: accumulated depreciation and amortization | (10,337) | (6,241) |
Property, equipment, and software, net | 28,238 | 11,199 |
Purchased and internal-use software and website development | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment, and software | 19,529 | 12,055 |
Facility equipment and other tangible property | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment, and software | 7,657 | 3,598 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment, and software | 543 | 155 |
Assets not placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment, and software | $ 10,846 | $ 1,632 |
Property, Plant, and Software_4
Property, Plant, and Software, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 6,857,000 | $ 5,464,000 | ||
Impairment expense | $ 0 | $ 400,000 | 400,000 | 400,000 |
Property, Equipment, and Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,600,000 | $ 900,000 | $ 4,100,000 | $ 2,300,000 |
Intangible Assets - Components
Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 28,967 | $ 28,751 |
Accumulated Amortization and Impairment | (9,670) | (6,910) |
Net Carrying Value | $ 19,297 | $ 21,841 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 7 years 6 months | 8 years |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 24,170 | $ 24,170 |
Accumulated Amortization and Impairment | (6,286) | (4,504) |
Net Carrying Value | $ 17,884 | $ 19,666 |
Trade name | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 7 years 8 months 12 days | 8 years 4 months 24 days |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 4,797 | $ 4,581 |
Accumulated Amortization and Impairment | (3,384) | (2,406) |
Net Carrying Value | $ 1,413 | $ 2,175 |
Other | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 5 years 8 months 12 days | 4 years 8 months 12 days |
Intangible Assets - Amortizatio
Intangible Assets - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense related to intangible assets | $ 800 | $ 1,000 | $ 2,800 | $ 3,100 | |
Impairment of intangible assets | 0 | $ 700 | 0 | $ 700 | |
The remainder of 2023 | 729 | 729 | |||
2024 | 2,781 | 2,781 | |||
2025 | 2,613 | 2,613 | |||
2026 | 2,474 | 2,474 | |||
2027 | 2,356 | 2,356 | |||
2028 and thereafter | 8,344 | 8,344 | |||
Net Carrying Value | $ 19,297 | $ 19,297 | $ 21,841 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Marketing | $ 13,862 | $ 4,990 |
Payroll | 6,839 | 4,999 |
Professional services | 4,193 | 643 |
Tax | 1,319 | 963 |
Product and shipping | 231 | 263 |
Other accruals | 916 | 590 |
Total accrued liabilities | $ 27,360 | $ 12,448 |
Operating Leases - Additional D
Operating Leases - Additional Details (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Operating lease costs | $ 600 | $ 500 | $ 1,700 | $ 1,400 | |
Variable lease costs | $ 100 | $ 100 | 300 | 200 | |
Operating lease, payments | $ 1,400 | $ 1,200 | |||
Weighted average remaining lease term | 2 years 7 months 6 days | 2 years 7 months 6 days | |||
Weighted average discount rate, percent | 5.30% | 5.30% | |||
Operating leases, future minimum payments due | $ 4,683 | $ 4,683 | |||
Operating leases, current, future minimum payments due | 1,930 | 1,930 | $ 1,658 | ||
Operating leases, noncurrent, future minimum payments due | $ 2,753 | $ 2,753 | $ 3,649 |
Operating Leases - Lease Liabil
Operating Leases - Lease Liability (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
The remainder of 2023 | $ 530 |
2024 | 2,114 |
2025 | 1,642 |
2026 | 523 |
2027 | 259 |
Gross lease payments | 5,068 |
Less: imputed interest | (385) |
Present value of net future minimum lease payments | $ 4,683 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||||||||
Current assets | $ 250,219 | $ 250,219 | $ 216,595 | ||||||
Assets | 413,865 | 413,865 | 366,341 | ||||||
Liabilities | 85,303 | 85,303 | 54,600 | ||||||
Net income (loss) | (7,567) | $ (7,157) | $ (10,067) | $ (18,840) | $ (19,679) | $ (16,252) | (24,791) | $ (54,771) | |
Variable Interest Entity, Primary Beneficiary | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Current assets | 19,500 | 19,500 | 7,500 | ||||||
Assets | 19,600 | 19,600 | 7,700 | ||||||
Liabilities | 5,200 | 5,200 | $ 3,700 | ||||||
Net income (loss) | 700 | 1,200 | 6,200 | 4,900 | |||||
Variable Interest Entity, Primary Beneficiary | Consolidation, Eliminations | Service Agreements | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Payments for services | $ 25,100 | $ 16,200 | $ 71,500 | $ 43,400 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 165,373 | $ 169,630 |
Earn-out liability | 6,862 | 2,975 |
Total liabilities | 6,862 | 2,975 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 65,274 | 99,566 |
U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 59,138 | |
Government and government agency | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 29,394 | 33,287 |
Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 695 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 10,016 | 24,606 |
Money market funds | 856 | 856 |
Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 11,315 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 70,010 | 25,462 |
Earn-out liability | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 1 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 59,138 | |
Level 1 | Government and government agency | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 1 | Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 10,016 | 24,606 |
Money market funds | 856 | 856 |
Level 1 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 95,363 | 144,168 |
Earn-out liability | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 65,274 | 99,566 |
Level 2 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Level 2 | Government and government agency | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 29,394 | 33,287 |
Level 2 | Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 695 | |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Money market funds | 0 | 0 |
Level 2 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 11,315 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Earn-out liability | 6,862 | 2,975 |
Total liabilities | 6,862 | 2,975 |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Level 3 | Government and government agency | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Money market funds | $ 0 | 0 |
Level 3 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assumptions (Details) - Level 3 - Valuation, Income Approach - Honest Health Limited | Sep. 30, 2023 |
Revenue risk-adjusted discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.091 |
Revenue volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.500 |
Counterparty discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out liability, measurement input | 0.050 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of Earn-out Liabilities (Details) - Earn-out Liability $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2022 | $ 2,975 |
Change in fair value due to revaluation and service-based vesting | 3,887 |
Balance at September 30, 2023 | $ 6,862 |
Commitments and Contingencies -
Commitments and Contingencies - (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 6.6 |
Purchase obligation, to be paid, remainder of fiscal year | 0.2 |
Purchase obligation, 2024 | 4.4 |
Purchase obligation, 2025 | 1.9 |
Purchase obligation, 2026 | $ 0.1 |
Stockholders_ Equity - Common S
Stockholders’ Equity - Common Stock and RSU Releases (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 commonStockClass shares | Sep. 30, 2022 shares | Sep. 30, 2023 commonStockClass shares | Sep. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of classes of common stock | commonStockClass | 2 | 2 | ||
RSUs | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued during period, shares, restricted stock award, gross (in shares) | 1,205,067 | 603,020 | 3,805,078 | 1,634,903 |
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | 425,570 | 195,572 | 1,256,966 | 479,309 |
Stockholders_ Equity - 2017 Sto
Stockholders’ Equity - 2017 Stock Plan and 2020 Equity Incentive Plan (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 01, 2023 | Jan. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 0 | 256,946 | 185,103 | |||
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of outstanding and issued stock | 1% | |||||
Employee-related Liabilities | $ 1.3 | $ 1.3 | ||||
Employee Stock | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock plan offering period | 27 months | |||||
Employee Stock | 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 | 6,047,919 | 6,047,919 | 6,047,919 | ||
Number of shares available for grant (in shares) | 5,397,445 | 5,397,445 | 5,654,391 | |||
Number of shares added to plan reserve (in shares) | 0 | |||||
Number of common stock issued and outstanding (in shares) | 12,000,000 | |||||
Purchase price of common stock, percent | 85% | |||||
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 | 43,604,001 | 43,604,001 | 33,101,677 | ||
Percentage increase in authorized shares of common stock | 5% | |||||
Number of shares available for grant (in shares) | 13,425,332 | 13,425,332 | 10,963,031 | |||
Number of shares added to plan reserve (in shares) | 10,421,465 | |||||
2017 Stock Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of additional shares authorized (in shares) | 19,000,000 | |||||
Number of shares available for grant (in shares) | 0 | 0 | ||||
Number of authorized shares transferred between plans, cumulative (in shares) | 80,859 | 80,859 |
Stockholders_ Equity - Stock Op
Stockholders’ Equity - Stock Options Narrative (Details) $ / shares in Units, $ in Millions | 9 Months Ended | 19 Months Ended | 39 Months Ended | |||
Feb. 24, 2022 USD ($) d $ / shares shares | Jun. 17, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Feb. 28, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value (in dollars per share) | $ 6.09 | |||||
Intrinsic value of exercises during period | $ | $ 3.2 | |||||
Chief Executive Officer | June 17, 2020 Grant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount | $ | $ 0.8 | $ 0.8 | $ 0.8 | |||
Options outstanding (in shares) | shares | 1,623,070 | 1,623,070 | 1,623,070 | |||
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) | $ 2.43 | |||||
Acquisition with shares consideration threshold (in dollars per share) | $ 22.99 | |||||
Grant date fair value | $ | $ 16.6 | |||||
Exercisable at the end of the period (in shares) | shares | 3,246,139 | |||||
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) | $ 2.43 | |||||
Acquisition with shares consideration threshold (in dollars per share) | $ 38.31 | |||||
Chief Executive Officer | February 24, 2022 Grant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period (in years) | 4 years | |||||
Award granted (in shares) | shares | 2,085,640 | |||||
Awards granted (in dollars per share) | $ 5.01 | |||||
Grant date fair value | $ | $ 3.8 | |||||
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount | $ | $ 1.5 | $ 1.5 | $ 1.5 | |||
Share-based payment arrangement, option, share price trigger (in dollars per share) | $ 10 | |||||
Share-based payment arrangement, option, threshold trading days | d | 20 | |||||
Share-based payment arrangement, option, threshold consecutive trading days | d | 30 | |||||
Share-based payment award, options, grants vested in period (in shares) | shares | 0 | |||||
Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount | $ | $ 17.8 | $ 17.8 | $ 17.8 | |||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period (in years) | 10 years | |||||
Stock options | Chief Executive Officer | June 17, 2020 Grant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise of vested stock options (in shares) | shares | 230,275 | |||||
Exercised (including early exercised options vested during the period) (in dollars per share) | $ 2.43 | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 6 months 14 days | |||||
Stock options | Chief Executive Officer | February 24, 2022 Grant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards vesting rights, percentage | 25% | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 2 years 4 months 24 days | |||||
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% | |||||
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 (in years) | 2 years 2 months 23 days |
Stockholders_ Equity - Weighted
Stockholders’ Equity - Weighted Average Fair Value Assumptions (Details) - Stock options | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 7 days |
Expected volatility | 49.90% |
Risk-free interest rate | 4.20% |
Expected dividend yield | 0% |
Stockholders_ Equity - Option A
Stockholders’ Equity - Option Activity (Details) - Employee, excluding CEO - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shares | ||
Beginning balance (in shares) | 14,450 | |
Granted (in shares) | 603 | |
Exercised (in shares) | (493) | |
Forfeited and expired (in shares) | (340) | |
Ending balance (in shares) | 14,220 | 14,450 |
Exercisable at the end of the period (in shares) | 9,639 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 4.68 | |
Granted (in dollars per share) | 11.53 | |
Exercised (including early exercised options vested during the period) (in dollars per share) | 2.33 | |
Forfeited and expired (in dollars per share) | 6.25 | |
Ending balance (in dollars per share) | 5.02 | $ 4.68 |
Exercisable at the end of the period (in dollars per share) | $ 4.30 | |
Weighted Average Contractual Period (in Years) | ||
Outstanding balance (in years) | 7 years 3 months 21 days | 7 years 11 months 23 days |
Exercisable at the end of the period (in years) | 6 years 9 months | |
Aggregate Intrinsic Value | ||
Outstanding balance | $ 31,815 | $ 35,771 |
Exercisable at the end of the period | $ 27,542 |
Stockholders_ Equity - Exercise
Stockholders’ Equity - Exercise Price Range of Options Outstanding and Exercisable (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Options Outstanding | |
Shares (in shares) | 14,220 |
Options Exercisable | |
Shares (in shares) | 9,639 |
Exercise Price Range $0.06 to $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) | $ / shares | $ 0.06 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 0.40 |
Options Outstanding | |
Shares (in shares) | 1,679 |
Weighted Average Remaining Contractual Life (in Years) | 4 years 5 months 19 days |
Options Exercisable | |
Shares (in shares) | 1,679 |
Weighted Average Remaining Contractual Life (in Years) | 4 years 5 months 19 days |
Exercise Price Range $1.55 to $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) | $ / shares | $ 1.55 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 1.75 |
Options Outstanding | |
Shares (in shares) | 848 |
Weighted Average Remaining Contractual Life (in Years) | 5 years 8 months 23 days |
Options Exercisable | |
Shares (in shares) | 848 |
Weighted Average Remaining Contractual Life (in Years) | 5 years 8 months 23 days |
Exercise Price Range $2.43 to $3.11 | |
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) | $ / shares | $ 2.43 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 3.11 |
Options Outstanding | |
Shares (in shares) | 2,825 |
Weighted Average Remaining Contractual Life (in Years) | 6 years 7 months 2 days |
Options Exercisable | |
Shares (in shares) | 2,825 |
Weighted Average Remaining Contractual Life (in Years) | 6 years 7 months 2 days |
Exercise Price Range $5.01 to $6.82 | |
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) | $ / shares | $ 5.01 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 6.82 |
Options Outstanding | |
Shares (in shares) | 5,913 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 5 months 4 days |
Options Exercisable | |
Shares (in shares) | 2,321 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 5 months 1 day |
Exercise Price Range $8.13 to $11.53 | |
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) | $ / shares | $ 8.13 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 11.53 |
Options Outstanding | |
Shares (in shares) | 2,134 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 11 months 8 days |
Options Exercisable | |
Shares (in shares) | 1,439 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 4 months 28 days |
Exercise Price Range $12.21 to $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) | $ / shares | $ 12.21 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 15.17 |
Options Outstanding | |
Shares (in shares) | 821 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 6 months |
Options Exercisable | |
Shares (in shares) | 527 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 5 months 8 days |
Stockholders_ Equity - RSUs Nar
Stockholders’ Equity - RSUs Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 01, 2023 | Jan. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment award, vested, weighted average grant date fair value | $ 12.9 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Granted (in shares) | 8,616,000 | 45,297 | ||
Vested (in shares) | 3,805,000 | |||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 105.1 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 3 years 14 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% | |||
RSUs | Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 15,099 | |||
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 | |||
Vested (in shares) | 1,477 | |||
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 | |||
Vested (in shares) | 30,000,000 | |||
Performance RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 3 years | |||
Granted (in shares) | 1,115,709 | |||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 10.3 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 2 years 5 months 15 days | |||
Shares forfeited (in shares) | 11,408 | |||
Share-based payment award, equity instruments other than options, target shares, percent | 1 | |||
Performance RSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards vesting rights, percentage | 200% | |||
Performance RSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards vesting rights, percentage | 0% |
Stockholders_ Equity - RSUs Act
Stockholders’ Equity - RSUs Activity (Details) - RSUs - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 11,601,000 | |
Granted (in shares) | 8,616,000 | 45,297 |
Vested (in shares) | (3,805,000) | |
Forfeited and expired (in shares) | (1,870,000) | |
Ending balance (in shares) | 14,542,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 6.40 | |
Granted (in dollars per share) | 10.12 | |
Vested (in dollars per share) | 7.22 | |
Forfeited and expired (in dollars per share) | 7.35 | |
Ending balance (in dollars per share) | $ 8.21 |
Stockholders_ Equity - Warrants
Stockholders’ Equity - Warrants Narrative (Details) - Vendor Warrants $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued (in shares) | 462,335 |
Outstanding (in shares) | 462,335 |
Exercisable (in shares) | 462,335 |
Exercisable and outstanding (in dollars per share) | $ / shares | $ 1.75 |
Exercisable and outstanding (in years) | 7 years 3 days |
Exercisable and outstanding, intrinsic value | $ | $ 2,100 |
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) | 45,225 |
Pre Merger Debt Agreement | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued (in shares) | 98,723 |
Outstanding (in shares) | 98,723 |
Exercisable (in shares) | 98,723 |
Exercisable and outstanding (in dollars per share) | $ / shares | $ 6.96 |
Exercisable and outstanding (in years) | 6 years 8 months 15 days |
Exercisable and outstanding, intrinsic value | $ | $ 0 |
Stockholders_ Equity - Stock Su
Stockholders’ Equity - Stock Subject to Vesting and Earn-out Share Liability (Details) - Restricted Stock - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2023 | |
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 | $ 2.4 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 1 year 7 months 20 days | ||
Apostrophe | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 5.6 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 9 months | ||
Employee | Honest Health Limited | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 4 years | ||
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 | ||
Employee | Apostrophe | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 3 years | ||
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 | ||
Employee | Share-based Payment Arrangement, Tranche One | Honest Health Limited | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 1 year | ||
Awards vesting rights, percentage | 25% | ||
Employee | Share-based Payment Arrangement, Tranche One | Apostrophe | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 6 months | ||
Awards vesting rights, percentage | 17% |
Stockholders_ Equity - Summary
Stockholders’ Equity - Summary of Stock-Based Compensation Expense for Employees and Nonemployees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 17,277 | $ 10,979 | $ 48,289 | $ 30,467 |
Share-based payment arrangement, amount capitalized | 600 | 100 | 1,300 | 400 |
Marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,435 | 1,241 | 3,918 | 3,136 |
Operations and support | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,887 | 695 | 4,895 | 1,848 |
Technology and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,652 | 1,003 | 5,205 | 2,999 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 12,303 | $ 8,040 | $ 34,271 | $ 22,484 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Vouched | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 1 | $ 0.3 | $ 2 | $ 0.7 |
Terminal, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 1.1 | $ 1 | $ 3.3 | $ 2.8 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Dividends, common stock | $ 0 | $ 0 | $ 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 | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (7,567) | $ (7,157) | $ (10,067) | $ (18,840) | $ (19,679) | $ (16,252) | $ (24,791) | $ (54,771) |
Denominator: | ||||||||
Weighted average shares outstanding, basic (in shares) | 210,134,681 | 205,232,967 | 208,576,903 | 203,968,783 | ||||
Weighted average shares outstanding, diluted (in shares) | 210,134,681 | 205,232,967 | 208,576,903 | 203,968,783 | ||||
Basic net loss per share (in dollars per share) | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.27) | ||||
Diluted net loss per share (in dollars per share) | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.27) | ||||
Common Class A | ||||||||
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (7,265) | $ (18,071) | $ (23,795) | $ (52,521) | ||||
Denominator: | ||||||||
Weighted average shares outstanding, basic (in shares) | 201,757,058 | 196,855,344 | 200,199,280 | 195,591,160 | ||||
Weighted average shares outstanding, diluted (in shares) | 201,757,058 | 196,855,344 | 200,199,280 | 195,591,160 | ||||
Basic net loss per share (in dollars per share) | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.27) | ||||
Diluted net loss per share (in dollars per share) | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.27) | ||||
Common Class V | ||||||||
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (302) | $ (769) | $ (996) | $ (2,250) | ||||
Denominator: | ||||||||
Weighted average shares outstanding, basic (in shares) | 8,377,623 | 8,377,623 | 8,377,623 | 8,377,623 | ||||
Weighted average shares outstanding, diluted (in shares) | 8,377,623 | 8,377,623 | 8,377,623 | 8,377,623 | ||||
Basic net loss per share (in dollars per share) | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.27) | ||||
Diluted net loss per share (in dollars per share) | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.27) |
Basic and Diluted Net Loss pe_5
Basic and Diluted Net Loss per Share - Schedule of Excluded Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 21,114,274 | 21,241,627 | 21,452,808 | 20,176,424 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,506,487 | 9,902,439 | 15,270,027 | 7,952,027 |
Performance RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,104,301 | 0 | 869,445 | 0 |
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) | 985,410 | 1,886,735 | 1,213,888 | 2,150,443 |
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) | 878,020 | 899,701 | 753,499 | 443,495 |
Warrants to purchase Class A common stock | 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) | 561,058 | 561,058 | 561,058 | 561,058 |
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) | 0 | 57,400 | 0 | 80,151 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation, percent | (9.40%) | 0.10% | (4.30%) | (0.20%) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Oct. 26, 2023 USD ($) |
Common Class A | Subsequent Event | |
Subsequent Event [Line Items] | |
Amount authorized to be purchased | $ 50 |