Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40249 | |
Entity Registrant Name | ThredUp Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-4009181 | |
Entity Address, Address Line One | 969 Broadway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Oakland | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94607 | |
City Area Code | 415 | |
Local Phone Number | 402-5202 | |
Title of each class | Class A common stock, $0.0001 par value per share | |
Trading Symbol(s) | TDUP | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001484778 | |
Current Fiscal Year End Date | --12-31 | |
Common stock Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,550,421 | |
Common stock Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 73,261,642 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 173,058 | $ 64,485 |
Marketable securities | 57,382 | 0 |
Accounts receivable, net | 1,545 | 1,823 |
Inventory, net | 4,362 | 3,519 |
Other current assets | 6,425 | 5,332 |
Total current assets | 242,772 | 75,159 |
Operating lease right-of-use assets | 21,272 | 23,656 |
Property and equipment, net | 45,490 | 41,131 |
Other assets | 2,837 | 2,965 |
Total assets | 312,371 | 142,911 |
Current liabilities | ||
Accounts payable | 11,359 | 9,386 |
Accrued and other current liabilities | 39,515 | 32,541 |
Seller payable | 16,709 | 13,724 |
Operating lease liabilities, current | 2,845 | 3,643 |
Current portion of long-term debt | 7,746 | 3,270 |
Total current liabilities | 78,174 | 62,564 |
Operating lease liabilities, non-current | 20,029 | 21,574 |
Long-term debt | 31,393 | 31,190 |
Other non-current liabilities | 1,937 | 2,719 |
Total liabilities | 131,533 | 118,047 |
Commitments and contingencies (Note 10) | ||
Convertible preferred stock: $0.0001 par value; 100,000,000 and 68,139,958 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 0 and 65,970,938 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 0 | 247,041 |
Stockholders’ equity: | ||
Class A and B common stock, $0.0001 par value; 1,120,000,000 and 110,000,000 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 94,780,166 and 12,889,760 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 9 | 1 |
Additional paid-in capital | 463,582 | 29,989 |
Accumulated other comprehensive loss | (36) | 0 |
Accumulated deficit | (282,717) | (252,167) |
Total stockholders’ equity (deficit) | 180,838 | (222,177) |
Total liabilities, convertible preferred stock and stockholders’ equity | $ 312,371 | $ 142,911 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Liabilities, Convertible Preferred Stock and Stockholders’ Equity | ||
Convertible preferred stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 100,000,000 | 68,139,958 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 65,970,938 |
Convertible preferred stock, shares issued (in shares) | 0 | 65,970,938 |
Stockholders’ equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,120,000,000 | 110,000,000 |
Common stock, shares issued (in shares) | 94,780,166 | 12,889,760 |
Common stock, shares outstanding (in shares) | 94,780,166 | 12,889,760 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 59,959 | $ 47,335 | $ 115,639 | $ 95,650 |
Cost of revenue: | ||||
Total cost of revenue | 15,827 | 14,324 | 31,789 | 30,013 |
Gross profit | 44,132 | 33,011 | 83,850 | 65,637 |
Operating expenses: | ||||
Operations, product and technology | 31,062 | 22,149 | 59,374 | 47,624 |
Marketing | 15,957 | 10,898 | 31,403 | 23,899 |
Sales, general and administrative | 10,999 | 6,438 | 21,637 | 13,871 |
Total operating expenses | 58,018 | 39,485 | 112,414 | 85,394 |
Operating loss | (13,886) | (6,474) | (28,564) | (19,757) |
Interest and other (expense) income, net | (480) | (183) | (1,946) | (115) |
Loss before provision for income taxes | (14,366) | (6,657) | (30,510) | (19,872) |
Provision for income taxes | 13 | 0 | 40 | 0 |
Net loss | $ (14,379) | $ (6,657) | $ (30,550) | $ (19,872) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.15) | $ (0.61) | $ (0.54) | $ (1.84) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.15) | $ (0.61) | $ (0.54) | $ (1.84) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 94,434,768 | 10,852,462 | 56,777,147 | 10,807,848 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 94,434,768 | 10,852,462 | 56,777,147 | 10,807,848 |
Consignment | ||||
Revenue: | ||||
Total revenue | $ 48,597 | $ 34,914 | $ 93,285 | $ 70,228 |
Cost of revenue: | ||||
Total cost of revenue | 10,687 | 8,297 | 21,519 | 17,113 |
Product | ||||
Revenue: | ||||
Total revenue | 11,362 | 12,421 | 22,354 | 25,422 |
Cost of revenue: | ||||
Total cost of revenue | $ 5,140 | $ 6,027 | $ 10,270 | $ 12,900 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity - USD ($) $ in Thousands | Total | ASC 842 adoption (eff. January 1, 2020) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated DeficitASC 842 adoption (eff. January 1, 2020) |
Beginning balance (in shares) at Dec. 31, 2019 | 65,928,261 | ||||||
Beginning balance at Dec. 31, 2019 | $ 246,905 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 65,928,261 | ||||||
Ending balance at Mar. 31, 2020 | $ 246,905 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 10,647,380 | ||||||
Beginning balance at Dec. 31, 2019 | (183,241) | $ (565) | $ 1 | $ 20,483 | $ (203,725) | $ (565) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 118,685 | ||||||
Exercise of stock options | 10 | $ 0 | 10 | ||||
Stock-based compensation | 1,442 | 1,442 | |||||
Net loss | (13,215) | (13,215) | |||||
Ending balance (in shares) at Mar. 31, 2020 | 10,766,065 | ||||||
Ending balance at Mar. 31, 2020 | $ (195,569) | $ 1 | 21,935 | (217,505) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 65,928,261 | ||||||
Beginning balance at Dec. 31, 2019 | $ 246,905 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 65,928,261 | ||||||
Ending balance at Jun. 30, 2020 | $ 246,905 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 10,647,380 | ||||||
Beginning balance at Dec. 31, 2019 | (183,241) | $ (565) | $ 1 | 20,483 | (203,725) | $ (565) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (19,872) | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 10,959,095 | ||||||
Ending balance at Jun. 30, 2020 | $ (200,028) | $ 1 | 24,133 | (224,162) | |||
Beginning balance (in shares) at Mar. 31, 2020 | 65,928,261 | ||||||
Beginning balance at Mar. 31, 2020 | $ 246,905 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 65,928,261 | ||||||
Ending balance at Jun. 30, 2020 | $ 246,905 | ||||||
Beginning balance (in shares) at Mar. 31, 2020 | 10,766,065 | ||||||
Beginning balance at Mar. 31, 2020 | (195,569) | $ 1 | 21,935 | (217,505) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 193,030 | ||||||
Exercise of stock options | 232 | 232 | |||||
Stock-based compensation | 1,966 | 1,966 | |||||
Net loss | (6,657) | (6,657) | |||||
Ending balance (in shares) at Jun. 30, 2020 | 10,959,095 | ||||||
Ending balance at Jun. 30, 2020 | $ (200,028) | $ 1 | 24,133 | (224,162) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 65,970,938 | ||||||
Beginning balance at Dec. 31, 2020 | $ 247,041 | ||||||
Convertible Preferred Stock | |||||||
Preferred stock conversion to Class B common stock (in shares) | (65,970,938) | ||||||
Preferred stock conversion to Class B common stock | $ (247,041) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | ||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 12,889,760 | 12,889,760 | |||||
Beginning balance at Dec. 31, 2020 | $ (222,177) | $ 1 | 29,989 | $ 0 | (252,167) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 1,458,159 | ||||||
Exercise of stock options | 1,875 | 1,875 | |||||
Stock-based compensation | 3,498 | 3,498 | |||||
Conversion of preferred stock warrants to Class B common stock warrants | 1,827 | 1,827 | |||||
P/S converted to Class B common stock (in shares) | 65,970,938 | ||||||
Preferred stock conversion to Class B common stock | 247,041 | $ 7 | 247,034 | ||||
Proceeds from initial public offering, net of underwriters discount and offering fees- Reclass to Common Stock (in shares) | 13,800,000 | ||||||
Sale of Class A common stock upon initial public offering, net of issuance costs | 175,534 | $ 1 | 175,533 | ||||
Cashless exercise of common stock warrant (in shares) | 24,837 | ||||||
Net loss | (16,171) | (16,171) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 94,143,694 | ||||||
Ending balance at Mar. 31, 2021 | $ 191,427 | $ 9 | 459,756 | 0 | (268,338) | ||
Beginning balance (in shares) at Dec. 31, 2020 | 65,970,938 | ||||||
Beginning balance at Dec. 31, 2020 | $ 247,041 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 12,889,760 | 12,889,760 | |||||
Beginning balance at Dec. 31, 2020 | $ (222,177) | $ 1 | 29,989 | 0 | (252,167) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cashless exercise of common stock warrant (in shares) | 128,643 | ||||||
Net loss | $ (30,550) | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 94,780,166 | 94,780,166 | |||||
Ending balance at Jun. 30, 2021 | $ 180,838 | $ 9 | 463,582 | (36) | (282,717) | ||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | ||||||
Beginning balance at Mar. 31, 2021 | $ 0 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||
Beginning balance (in shares) at Mar. 31, 2021 | 94,143,694 | ||||||
Beginning balance at Mar. 31, 2021 | 191,427 | $ 9 | 459,756 | 0 | (268,338) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 525,670 | ||||||
Exercise of stock options | 959 | 959 | |||||
Stock-based compensation | 2,896 | 2,896 | |||||
Cashless exercise of common stock warrant (in shares) | 103,806 | ||||||
Issuance of common stock to settle restricted stock units (in shares) | 8,170 | ||||||
Withholding taxes for the net share settlement of restricted stock units (in shares) | (1,174) | ||||||
Withholding taxes for the net share settlement of restricted stock units | (29) | (29) | |||||
Other comprehensive loss | (36) | (36) | |||||
Net loss | $ (14,379) | (14,379) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 94,780,166 | 94,780,166 | |||||
Ending balance at Jun. 30, 2021 | $ 180,838 | $ 9 | $ 463,582 | $ (36) | $ (282,717) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (30,550) | $ (19,872) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,899 | 2,443 |
Stock-based compensation expense | 6,394 | 3,408 |
Reduction in the carrying amount of right-of-use assets | 2,384 | 1,865 |
Changes in fair value of convertible preferred stock warrants and others | 1,179 | (7) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 278 | (126) |
Inventory, net | (843) | 565 |
Other current and non-current assets | (3,364) | 136 |
Accounts payable | 2,716 | 6,361 |
Accrued and other current liabilities | 8,171 | 1,912 |
Seller payable | 2,985 | 3,068 |
Operating lease liabilities | (2,343) | (1,979) |
Other non-current liabilities | 4 | 759 |
Net cash used in operating activities | (9,090) | (1,467) |
Cash flows from investing activities | ||
Purchases of marketable securities | (57,418) | 0 |
Purchase of property and equipment | (8,999) | (10,695) |
Net cash used in investing activities | (66,417) | (10,695) |
Cash flows from financing activities | ||
Proceeds from debt issuance, net of issuance costs | 4,625 | 8,427 |
Repayment of debt | 0 | (1,190) |
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts and commissions | 180,284 | 0 |
Proceeds from exercise of common stock options and withholding taxes for the net share settlement of restricted stock units | 2,805 | 242 |
Payment of costs for the initial public offering | (3,633) | (81) |
Net cash provided by financing activities | 184,081 | 7,398 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 108,574 | (4,764) |
Cash, cash equivalents and restricted cash | ||
Beginning of period | 67,539 | 87,853 |
End of period | $ 176,113 | $ 83,089 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business ThredUp Inc. (“ThredUp” or “Company”) was formed as a corporation in the State of Delaware in January 2009. ThredUp is a large resale platform that enables consumers to buy and sell secondhand women’s and kid’s apparel, shoes and accessories. The Company conducts its marketing and administrative functions from Oakland, California and Scottsdale, Arizona and operates its fulfillment centers in Pennsylvania, Illinois, Georgia, and Arizona. Initial Public Offering The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective on March 25, 2021 by the Securities and Exchange Commission (“SEC”), and the Company’s Class A common stock began trading on the Nasdaq Global Select Market on March 26, 2021. Upon the closing of the IPO, the Company sold 13,800,000 shares of Class A common stock (which included 1,800,000 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares) to the public at a price of $14.00 per share. The aggregate net proceeds were $175.5 million after deducting offering costs, underwriting discounts and commissions of $17.7 million. Immediately prior to the completion of the IPO, the Company filed its Amended and Restated Certificate of Incorporation, which authorized a total of 1,000,000,000 shares of Class A common stock, 120,000,000 shares of Class B common stock and 100,000,000 shares of undesignated preferred stock. Immediately prior to the completion of the IPO, 65,970,938 shares of the convertible preferr ed stock then outstanding were converted into an equivalent number of shares of Class B common stock. The Company reclassified the convertible preferred stock to Class B common stock and additional paid-in capital upon the conversion in the three months ended March 31, 2021. 12,889,760 shares of the outstanding historical common stock were reclassified into an equivalent number of shares of Class B common stock. 164,973 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information can be condensed or omitted. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, allowance for sales returns, allowance for bad debts, breakage on loyalty points and rewards, valuation of inventory, warrants, stock-based compensation, valuation of right-of-use assets and income taxes. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the financial position of the Company as of June 30, 2021, and the results of operations and cash flows for the interim periods presented. The Company has not included the Statements of Other Comprehensive Income (Loss) for the three and six months ended June 30, 2021 as the components of other comprehensive income (loss) for these periods have been immaterial. The accompanying condensed consolidated financial statements and related financial information should b e read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020 included in the final prospectus for the IPO dated March 25, 2021. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities and accounts receivable. The Company deposits cash at major financial institutions, and at times, such cash may exceed federally insured limits. The credit risk is believed to be minimal due to the financial position of the depository institutions in which those deposits are held. The Company has never experienced any losses on deposits since inception. The Company’s investment policy restricts cash investments to highly liquid, short to intermediate-term, high grade fixed income securities, and as a result, the Company believes its cash equivalents and marketable securities represent minimal credit risk. Revenue Recognition Revenue from Loyalty Reward Redemption or Expiration Revenue recognized from loyalty reward redemption or expiration was $3.4 million and $1.2 million for the three months ended June 30, 2021 and 2020, respectively, and $6.7 million and $1.4 million for the six months ended June 30, 2021 and 2020, respectively. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): June 30, December 31, 2021 2020 Cash and cash equivalents $ 173,058 $ 64,485 Restricted cash, current and non-current 3,055 3,054 Total cash, cash equivalents and restricted cash $ 176,113 $ 67,539 Restricted cash, non-current of $2.4 million and $2.7 million is included in the other assets in the condensed consolidated balance sheets statements as of June 30, 2021 and December 31, 2020, respectively . Net Loss Per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares issued meet the definition of participating securities. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A common stock and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Marketable Securities The Company invests its excess cash in investment grade, short to intermediate-term, fixed income securities and recognizes the transaction on the trade-date. The Company’s marketable securities are classified as available-for-sale in current assets because they represent investments of cash available for current operations. Marketable securities are reported at fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive gain (loss) until realized. The marketable securities are reviewed periodically to identify possible other-than-temporary impairments. Realized gains or losses and other-than-temporary impairments, if any, on available-for sale securities are reported in other income, net as incurred. Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). As of June 30, 2021 and December 31, 2020, the carrying amount of accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities approximated their estimated fair value due to their relatively short maturities. Management believes the terms of its long-term debt reflect current market conditions for an instrument with similar terms and maturity, therefore the carrying value of the Company’s debt approximated its fair value. Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices in active markets included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Accounting Pronouncements Recently Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The Company adopted ASU 2018-15 as of January 1, 2021. The adoption of ASU 2018-15 did not have a material impact on the Company’s condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) . The Company adopted ASU 2020-06 on January 1, 2021. The adoption of this ASU did not have any impact on the Company’s condensed consolidated financial statements. New Accounting Pronouncements Recently Issued But Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The following table provides the financial instruments measured at fair value (in thousands): June 30, 2021 Amortized Costs Aggregate Fair Value Level 1 Level 2 Level 3 Total Assets Money market fund $ 71,866 $ — $ — $ 71,866 U.S. treasury securities 3,065 — — 3,065 Commercial paper — 20,398 — 20,398 Corporate debt securities 49,234 — — 49,197 U.S. government agency bonds 5,443 — — 5,444 Total financial assets $ 129,608 $ 20,398 $ — $ 149,970 Classified as: Cash and cash equivalents $ 92,588 Marketable securities 57,382 $ 149,970 For the three and six months ended June 30, 2021, unrealized gains and losses on available-for-sale debt securities were immaterial. For all of the marketable securities, the Company utilizes third-party pricing services to obtain fair value. Third-party pricing methodologies incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data. As of December 31, 2020, the Company held $43.5 million of money market funds and $0.8 million of convertible preferred stock warrant liability. The money market funds were included within cash equivalents and were valued using Level 1 inputs. The convertible preferred stock warrant liability was included in other non-current liabilities and was valued using Level 3 inputs. There were no transfers between levels during the periods presented. For the three and six months ended June 30, 2021, the Company recognized no material realized gains or losses on marketable securities. As of June 30, 2021, out of the $57.4 million carrying amount of market securities, $12.4 million had a contractual maturity date of less than one year and $45.0 million had a contractual maturity date between one to two years. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following (in thousands): June 30, December 31, 2021 2020 Property and equipment $ 63,003 $ 55,221 Less: accumulated depreciation and amortization (17,513) (14,090) Property and equipment, net $ 45,490 $ 41,131 |
Other Balance Sheet Details
Other Balance Sheet Details | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities [Abstract] | |
Other Balance Sheet Details | Other Balance Sheet Details Accrued and other current liabilities consist of the following (in thousands): June 30, December 31, 2021 2020 Gift card and site credit liabilities $ 10,781 $ 9,362 Deferred revenue 5,382 5,094 Allowance for returns 4,725 3,389 Accrued taxes 4,138 4,594 Accrued compensation 5,197 3,443 Accrued vendor liabilities 4,460 3,407 Accrued other 4,832 3,252 $ 39,515 $ 32,541 |
Lease Agreements
Lease Agreements | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Lease Agreements | Lease Agreements The Company’s operating lease expense was $1.8 million and $1.7 million for the three months ended June 30, 2021 and 2020, respectively, and $3.9 million and $3.1 million for the six months ended June 30, 2021 and 2020, respectively. Maturities of operating lease liabilities were as follows as of June 30, 2021 (in thousands): Amount Remainder of 2021 $ 2,035 2022 4,519 2023 4,508 2024 4,156 2025 2,760 Thereafter 12,292 Total lease payments 30,270 Less: imputed interest 7,396 Total lease liabilities 22,874 Less: current lease liabilities 2,845 Total non-current lease liabilities $ 20,029 |
Long-term Debt and Convertible
Long-term Debt and Convertible Preferred Stock Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Convertible Preferred Stock Warrants | Long-term Debt and Convertible Preferred Stock Warrants The Company entered into a loan and security agreement (“Term Loan”) with Western Alliance Bank (“Bank”) for an aggregate amount up to $40.0 million to refinance its Loan and Security Agreement with Silicon Valley Bank (“SVB”) in February 2019. The Term Loan was amended three times before December 31, 2020. In February 2021, the Company amended and restated the loan and security agreement with the Bank to reflect all waivers and amendments to date. Subsequently, the Company borrowed an additional $5.0 million for an aggregate principal amount of $40.0 million. In connection with the additional $5.0 million draw, the Company issued additional warrant shares for Series E-1 preferred stock in the amount of 15,979 or (i) two percent of the additional advance amount drawn under the Term A Loans, divided by (ii) the applicable exercise price at the time the warrant is exercised. On May 14, 2021, the Company entered into the First Amendment to the Amended and Restated Loan and Security Agreement (the “First Amendment”) with the Bank. The First Amendment amended the Amended and Restated Loan and Security Agreement dated February 3, 2021, with the most notable change being a decrease in interest rate. In accordance with the First Amendment, the interest rate on the Term Loan is equal to 4.00% plus the prime rate published in The Wall Street Journal. As of June 30, 2021, the nominal interest rate was 5.50% and the effective interest rate was 6.65%. The Company is in compliance with the covenants as of June 30, 2021. The maturities of the loan agreement as of June 30, 2021 are as follows (in thousands): Amount Remainder of 2021 $ 4,000 2022 8,000 2023 8,000 2024 20,000 Thereafter — Total future principal 40,000 Less: unamortized debt discount 861 Less: current portion of long-term debt 7,746 Non-current portion of long-term debt $ 31,393 Warrants Issued with Loan and Security Agreement The Company issued various preferred stock warrants under its loan and security agreements with SVB and the Bank. Immediately prior to the conversion upon IPO and as of December 31, 2020, the following preferred stock warrant liabilities were outstanding. Description Issuance Date Expiration Date Balance Sheet Classification Exercise Price Per Share Immediately Prior to the Completion of IPO December 31, 2020 Series D 1/22/2015 1/22/2025 Liability $ 2.2600 13,382 13,382 Series D 4/20/2015 1/22/2025 Liability $ 2.2600 13,382 13,382 Series E-1 2/7/2019 5/29/2030 Liability $ 6.2581 63,917 63,917 Series F 5/29/2020 5/29/2030 Liability $ 6.8839 10,376 10,376 Series E-1 8/14/2020 5/29/2030 Liability $ 6.2581 31,958 31,958 Series E-1 11/25/2020 5/29/2030 Liability $ 6.2581 15,979 15,979 Series E-1 2/8/2021 5/29/2030 Liability $ 6.2581 15,979 — 164,973 148,994 The convertible preferred stock warrant liability of $0.8 million was included in other non-current liabilities in the consolidated balance sheet as of December 31, 2020. Immediately prior to the completion of IPO in March 2021, all 164,973 shares of the convertible preferred stock warrant were remeasured to fair value and converted to equivalent number of Class B common stock warrants. The Company reclassified the convertible preferred stock warrant liability to additional paid-in capital upon the conversion. Refer to Note 8, Common Stock and Common Stock Warrants for more details on common stock warrants. |
Common Stock and Common Stock W
Common Stock and Common Stock Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock and Common Stock Warrants | Common Stock and Common Stock Warrants Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock. Immediately prior to the completion of the IPO, 65,970,938 shares of the convertible preferred stock converted to an equivalent number of shares of Class B common stock and 164,973 shares of the convertible preferred stock warrants were converted to an equivalent number of Class B common stock warrants. During the six months ended June 30, 2021, the Company issued 128,643 shares of Class B common stock through cashless net exercises of the entire 164,973 shares underlying Class B common stock warrants. No Class B common stock warrants were outstanding as of June 30, 2021. The table below summarizes the Class A common stock and Class B common stock issued and outstanding as of June 30, 2021. As of June 30, 2021 Authorized Issued and Outstanding Common stock Class A 1,000,000,000 18,455,346 Common stock Class B 120,000,000 76,324,820 Total common stock 1,120,000,000 94,780,166 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans 2021 Stock Option and Incentive Plan In February 2021, in connection with the IPO, the Company’s board of directors adopted the 2021 Stock Option and Incentive Plan (“2021 Plan”) to replace the Second Amended and Restated 2010 Stock Plan (“2010 Plan”), which was subsequently approved by the Company’s stockholders in March 2021. The 2021 Plan became effective on March 24, 2021. As of June 30, 2021, no stock options were granted under the 2021 Plan. As of June 30, 2021, 229,635 restricted stock units were granted under the 2021 Plan. 2021 Employee Stock Purchase Plan In February 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (“ESPP”), which was subsequently approved by the stockholders in March 2021. The ESPP became effective on March 24, 2021. The first offering period began on March 25, 2021, and there was $0.2 million in stock-based compensation related to the ESPP for the six months ended June 30, 2021. IPO Options Under the 2010 Plan In August 2020, the Company’s board of directors approved stock options for 3,588,535 common shares to be granted to certain officers and employees with an exercise price of $2.05 per share. 50% of the options granted vest over a four -year period commencing on the effective date of the IPO. The remaining 50% of the options granted vest over a four -year period commencing on the one -year anniversary of the IPO. As these stock options vest upon the satisfaction of both a time-based condition and a performance condition, the fair value of these stock options of $6.7 million, in aggregate, will be recognized as compensation expense over the requisite service period using the accelerated attribution method . In the three and six months ended in June 30, 2021, $0.6 million and $2.3 million, respectively, was recognized as compensation expense from such stock options subject to these performance conditions. Stock-based Compensation Total stock-based compensation expense by department is as follows (in thousands): Three months ended Six months ended 2021 2020 2021 2020 Operations, product and technology $ 984 $ 871 $ 2,334 $ 1,585 Marketing 289 282 726 456 Sales, general and administrative 1,623 813 3,334 1,367 Total stock-based compensation expense $ 2,896 $ 1,966 $ 6,394 $ 3,408 As of June 30, 2021, there was approximately $19.7 million of total unrecognized stock-based compensation expense related to unvested options granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 1.44 years. As of June 30, 2021, there was approximately $0.3 million of total unrecognized compensation expense related to unvested awards under the ESPP that is expected to be recognized over a weighted average period of 0.4 years. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies The Company is subject to litigation claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. Indemnifications |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the United States. The provision for income tax expense for the three and six months ended June 30, 2021 and 2020 was determined based upon estimates of the Company’s annual effective tax rate for the years ending December 31, 2021 and 2020 respectively. Since the Company is in a full valuation allowance position, due to losses incurred since inception, the provision for taxes consist solely of state minimum taxes. The Company has no uncertain tax positions or any unrecognized tax benefits. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): As of June 30, 2021 2020 Outstanding stock options 21,599,720 19,895,584 Restricted stock units 218,151 — Employee stock plan purchases 101,305 — Convertible preferred stock — 65,928,261 Outstanding convertible preferred stock warrants — 181,351 Total 21,919,176 86,005,196 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Follow-on Public Offering On August 2, 2021, the Company issued and sold an aggregate of 2,000,000 shares of Class A common stock at a price of $24.25 per share in a registered public offering. The aggregate net proceeds were approximately $45.3 million, after deducting offering costs of $1.0 million and underwriting discounts and commissions of $2.2 million. Proposed Acquisition of Remix Global AD On July 24, 2021, the Company entered into Share Purchase Agreements (collectively, the “Share Purchase Agreement”), with the shareholders of Remix Global AD (“Remix”), a fashion resale company headquartered in Sofia, Bulgaria, to purchase 100% of the outstanding equity interests of Remix and its subsidiary (the “Proposed Acquisition”). The Company expects the consideration for the Proposed Acquisition to be approximately $28.5 million (including the repayment of approximately $11.8 million in outstanding debt of Remix), subject to customary purchase price adjustments, of which $3.5 million is to be paid in the form of 130,597 shares of newly-issued Class A common stock to be issued 18 months following the closing of the Proposed Acquisition. In addition, upon closing, the Company will grant certain members of the Remix management team restricted stock units that will vest over a four-year period with an aggregate grant date fair value equal to $6.5 million. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information can be condensed or omitted. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, allowance for sales returns, allowance for bad debts, breakage on loyalty points and rewards, valuation of inventory, warrants, stock-based compensation, valuation of right-of-use assets and income taxes. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities and accounts receivable. The Company deposits cash at major financial institutions, and at times, such cash may exceed federally insured limits. The credit risk is believed to be minimal due to the financial position of the depository institutions in which those deposits are held. The Company has never experienced any losses on deposits since inception. The Company’s investment policy restricts cash investments to highly liquid, short to intermediate-term, high grade fixed income securities, and as a result, the Company believes its cash equivalents and marketable securities represent minimal credit risk. |
Net Loss Per Share Attributable to Common Stockholders | The Company follows the two-class method when computing net loss per common share when shares issued meet the definition of participating securities. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A common stock and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Marketable Securities | The Company invests its excess cash in investment grade, short to intermediate-term, fixed income securities and recognizes the transaction on the trade-date. The Company’s marketable securities are classified as available-for-sale in current assets because they represent investments of cash available for current operations. Marketable securities are reported at fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive gain (loss) until realized. The marketable securities are reviewed periodically to identify possible other-than-temporary impairments. Realized gains or losses and other-than-temporary impairments, if any, on available-for sale securities are reported in other income, net as incurred. |
Accounting Pronouncements Recently Adopted and New Accounting Pronouncements Recently Issue But Not Yet Adopted | In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The Company adopted ASU 2018-15 as of January 1, 2021. The adoption of ASU 2018-15 did not have a material impact on the Company’s condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) . The Company adopted ASU 2020-06 on January 1, 2021. The adoption of this ASU did not have any impact on the Company’s condensed consolidated financial statements. New Accounting Pronouncements Recently Issued But Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): June 30, December 31, 2021 2020 Cash and cash equivalents $ 173,058 $ 64,485 Restricted cash, current and non-current 3,055 3,054 Total cash, cash equivalents and restricted cash $ 176,113 $ 67,539 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): June 30, December 31, 2021 2020 Cash and cash equivalents $ 173,058 $ 64,485 Restricted cash, current and non-current 3,055 3,054 Total cash, cash equivalents and restricted cash $ 176,113 $ 67,539 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The following table provides the financial instruments measured at fair value (in thousands): June 30, 2021 Amortized Costs Aggregate Fair Value Level 1 Level 2 Level 3 Total Assets Money market fund $ 71,866 $ — $ — $ 71,866 U.S. treasury securities 3,065 — — 3,065 Commercial paper — 20,398 — 20,398 Corporate debt securities 49,234 — — 49,197 U.S. government agency bonds 5,443 — — 5,444 Total financial assets $ 129,608 $ 20,398 $ — $ 149,970 Classified as: Cash and cash equivalents $ 92,588 Marketable securities 57,382 $ 149,970 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): June 30, December 31, 2021 2020 Property and equipment $ 63,003 $ 55,221 Less: accumulated depreciation and amortization (17,513) (14,090) Property and equipment, net $ 45,490 $ 41,131 |
Other Balance Sheet Details (Ta
Other Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities [Abstract] | |
Schedule of Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): June 30, December 31, 2021 2020 Gift card and site credit liabilities $ 10,781 $ 9,362 Deferred revenue 5,382 5,094 Allowance for returns 4,725 3,389 Accrued taxes 4,138 4,594 Accrued compensation 5,197 3,443 Accrued vendor liabilities 4,460 3,407 Accrued other 4,832 3,252 $ 39,515 $ 32,541 |
Lease Agreements (Tables)
Lease Agreements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows as of June 30, 2021 (in thousands): Amount Remainder of 2021 $ 2,035 2022 4,519 2023 4,508 2024 4,156 2025 2,760 Thereafter 12,292 Total lease payments 30,270 Less: imputed interest 7,396 Total lease liabilities 22,874 Less: current lease liabilities 2,845 Total non-current lease liabilities $ 20,029 |
Long-term Debt and Convertibl_2
Long-term Debt and Convertible Preferred Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Debt | The maturities of the loan agreement as of June 30, 2021 are as follows (in thousands): Amount Remainder of 2021 $ 4,000 2022 8,000 2023 8,000 2024 20,000 Thereafter — Total future principal 40,000 Less: unamortized debt discount 861 Less: current portion of long-term debt 7,746 Non-current portion of long-term debt $ 31,393 |
Schedule of Warrants Issued | Description Issuance Date Expiration Date Balance Sheet Classification Exercise Price Per Share Immediately Prior to the Completion of IPO December 31, 2020 Series D 1/22/2015 1/22/2025 Liability $ 2.2600 13,382 13,382 Series D 4/20/2015 1/22/2025 Liability $ 2.2600 13,382 13,382 Series E-1 2/7/2019 5/29/2030 Liability $ 6.2581 63,917 63,917 Series F 5/29/2020 5/29/2030 Liability $ 6.8839 10,376 10,376 Series E-1 8/14/2020 5/29/2030 Liability $ 6.2581 31,958 31,958 Series E-1 11/25/2020 5/29/2030 Liability $ 6.2581 15,979 15,979 Series E-1 2/8/2021 5/29/2030 Liability $ 6.2581 15,979 — 164,973 148,994 |
Common Stock and Common Stock_2
Common Stock and Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Issued and Outstanding | The table below summarizes the Class A common stock and Class B common stock issued and outstanding as of June 30, 2021. As of June 30, 2021 Authorized Issued and Outstanding Common stock Class A 1,000,000,000 18,455,346 Common stock Class B 120,000,000 76,324,820 Total common stock 1,120,000,000 94,780,166 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Total stock-based compensation expense by department is as follows (in thousands): Three months ended Six months ended 2021 2020 2021 2020 Operations, product and technology $ 984 $ 871 $ 2,334 $ 1,585 Marketing 289 282 726 456 Sales, general and administrative 1,623 813 3,334 1,367 Total stock-based compensation expense $ 2,896 $ 1,966 $ 6,394 $ 3,408 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Participating Securities Excluded From the Computation of Diluted Net Loss Per Share | The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): As of June 30, 2021 2020 Outstanding stock options 21,599,720 19,895,584 Restricted stock units 218,151 — Employee stock plan purchases 101,305 — Convertible preferred stock — 65,928,261 Outstanding convertible preferred stock warrants — 181,351 Total 21,919,176 86,005,196 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 26, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Mar. 25, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Payment of costs for the initial public offering | $ 17.7 | ||||
Common stock, shares authorized (in shares) | 1,120,000,000 | 110,000,000 | |||
Shares authorized (in shares) | 100,000,000 | 100,000,000 | 68,139,958 | ||
Warrants outstanding (in shares) | 164,973 | 148,994 | |||
Class B Common Stock Warrant | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 164,973 | 0 | 164,973 | ||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Stock converted (in shares) | 65,970,938 | 65,970,938 | |||
Conversion of stock (in shares) | 12,889,760 | ||||
Common stock Class A | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common stock Class B | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | |||
Stock converted (in shares) | 164,973 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Shares sold (in shares) | 13,800,000 | ||||
Price per share of common stock (in dollars per share) | $ 14 | ||||
Aggregate net proceeds | $ 175.5 | ||||
Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Shares sold (in shares) | 1,800,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | |||||
Restricted cash, non-current | $ 2.4 | $ 2.4 | $ 2.7 | ||
Loyalty Program | |||||
Revenue from External Customer [Line Items] | |||||
Revenue recognized | $ 3.4 | $ 1.2 | $ 6.7 | $ 1.4 |
Significant Accounting Polici_5
Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 173,058 | $ 64,485 | ||
Restricted cash, current and non-current | 3,055 | 3,054 | ||
Total cash, cash equivalents and restricted cash | $ 176,113 | $ 67,539 | $ 83,089 | $ 87,853 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Amortized Costs | ||
Cash and cash equivalents | $ 173,058 | $ 64,485 |
Total assets | 312,371 | 142,911 |
Classified as: | ||
Marketable securities | 57,382 | 0 |
Convertible preferred stock warrant liability | 800 | |
Marketable securities, less than one year | 45,000 | |
Marketable securities, between one to two years | 12,400 | |
Fair Value, Recurring | ||
Amortized Costs | ||
Cash and cash equivalents | 92,588 | |
Aggregate Fair Value | ||
Total financial assets | 149,970 | |
Classified as: | ||
Marketable securities | 57,382 | |
Convertible preferred stock warrant liability | 800 | |
Fair Value, Recurring | U.S. treasury securities | ||
Aggregate Fair Value | ||
Financial assets | 3,065 | |
Fair Value, Recurring | Corporate debt securities | ||
Aggregate Fair Value | ||
Financial assets | 49,197 | |
Fair Value, Recurring | U.S. government agency bonds | ||
Aggregate Fair Value | ||
Financial assets | 5,444 | |
Fair Value, Recurring | Money market fund | ||
Aggregate Fair Value | ||
Cash and cash equivalents | 71,866 | $ 43,500 |
Fair Value, Recurring | Commercial paper | ||
Aggregate Fair Value | ||
Cash and cash equivalents | 20,398 | |
Fair Value, Recurring | Level 1 | ||
Amortized Costs | ||
Total assets | 129,608 | |
Fair Value, Recurring | Level 1 | U.S. treasury securities | ||
Amortized Costs | ||
Financial assets | 3,065 | |
Fair Value, Recurring | Level 1 | Corporate debt securities | ||
Amortized Costs | ||
Financial assets | 49,234 | |
Fair Value, Recurring | Level 1 | U.S. government agency bonds | ||
Amortized Costs | ||
Financial assets | 5,443 | |
Fair Value, Recurring | Level 1 | Money market fund | ||
Amortized Costs | ||
Cash and cash equivalents | 71,866 | |
Fair Value, Recurring | Level 1 | Commercial paper | ||
Amortized Costs | ||
Cash and cash equivalents | 0 | |
Fair Value, Recurring | Level 2 | ||
Amortized Costs | ||
Total assets | 20,398 | |
Fair Value, Recurring | Level 2 | U.S. treasury securities | ||
Amortized Costs | ||
Financial assets | 0 | |
Fair Value, Recurring | Level 2 | Corporate debt securities | ||
Amortized Costs | ||
Financial assets | 0 | |
Fair Value, Recurring | Level 2 | U.S. government agency bonds | ||
Amortized Costs | ||
Financial assets | 0 | |
Fair Value, Recurring | Level 2 | Money market fund | ||
Amortized Costs | ||
Cash and cash equivalents | 0 | |
Fair Value, Recurring | Level 2 | Commercial paper | ||
Amortized Costs | ||
Cash and cash equivalents | 20,398 | |
Fair Value, Recurring | Level 3 | ||
Amortized Costs | ||
Total assets | 0 | |
Fair Value, Recurring | Level 3 | U.S. treasury securities | ||
Amortized Costs | ||
Financial assets | 0 | |
Fair Value, Recurring | Level 3 | Corporate debt securities | ||
Amortized Costs | ||
Financial assets | 0 | |
Fair Value, Recurring | Level 3 | U.S. government agency bonds | ||
Amortized Costs | ||
Financial assets | 0 | |
Fair Value, Recurring | Level 3 | Money market fund | ||
Amortized Costs | ||
Cash and cash equivalents | 0 | |
Fair Value, Recurring | Level 3 | Commercial paper | ||
Amortized Costs | ||
Cash and cash equivalents | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 63,003 | $ 55,221 |
Less: accumulated depreciation and amortization | (17,513) | (14,090) |
Property and equipment, net | $ 45,490 | $ 41,131 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 1.9 | $ 1.2 | $ 3.9 | $ 2.4 |
Other Balance Sheet Details (De
Other Balance Sheet Details (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Liabilities [Abstract] | ||
Gift card and site credit liabilities | $ 10,781 | $ 9,362 |
Deferred revenue | 5,382 | 5,094 |
Allowance for returns | 4,725 | 3,389 |
Accrued taxes | 4,138 | 4,594 |
Accrued compensation | 5,197 | 3,443 |
Accrued vendor liabilities | 4,460 | 3,407 |
Accrued other | 4,832 | 3,252 |
Total | $ 39,515 | $ 32,541 |
Lease Agreements - Narrative (D
Lease Agreements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease expense | $ 1.8 | $ 1.7 | $ 3.9 | $ 3.1 |
Lease Agreements - Maturities o
Lease Agreements - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 2,035 | |
2022 | 4,519 | |
2023 | 4,508 | |
2024 | 4,156 | |
2025 | 2,760 | |
Thereafter | 12,292 | |
Total lease payments | 30,270 | |
Less: imputed interest | 7,396 | |
Total lease liabilities | 22,874 | |
Less: current lease liabilities | 2,845 | $ 3,643 |
Total non-current lease liabilities | $ 20,029 | $ 21,574 |
Long-term Debt and Convertibl_3
Long-term Debt and Convertible Preferred Stock Warrants - Narrative (Details) - USD ($) | May 14, 2021 | Feb. 28, 2021 | Jun. 30, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 40,000,000 | |||||
Convertible preferred stock warrant liability | $ 800,000 | |||||
Warrants outstanding (in shares) | 164,973 | 148,994 | ||||
Class B Common Stock Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Warrants outstanding (in shares) | 0 | 164,973 | 164,973 | |||
Term Loan | Series E-1 Convertible Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Warrants converted (in shares) | 15,979 | |||||
Percent of additional advance amount drawn | 2.00% | |||||
Medium-term Notes | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 40,000,000 | |||||
Borrowed amount | 5,000,000 | |||||
Outstanding principal | $ 40,000,000 | |||||
Stated interest rate | 5.50% | |||||
Effective interest rate | 6.65% | |||||
Medium-term Notes | Term Loan | Prime Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 4.00% |
Long-term Debt and Convertibl_4
Long-term Debt and Convertible Preferred Stock Warrants - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 4,000 | |
2022 | 8,000 | |
2023 | 8,000 | |
2024 | 20,000 | |
Thereafter | 0 | |
Total future principal | 40,000 | |
Less: unamortized debt discount | 861 | |
Less: current portion of long-term debt | 7,746 | $ 3,270 |
Non-current portion of long-term debt | $ 31,393 | $ 31,190 |
Long-term Debt and Convertibl_5
Long-term Debt and Convertible Preferred Stock Warrants - Schedule of Warrants Issued (Details) - $ / shares | Mar. 25, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Warrants outstanding (in shares) | 164,973 | 148,994 |
Series D Convertible Preferred Stock, Issued 1/22/2015 | ||
Debt Instrument [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 2.2600 | |
Warrants outstanding (in shares) | 13,382 | 13,382 |
Series D Convertible Preferred Stock, Issued 4/20/2015 | ||
Debt Instrument [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 2.2600 | |
Warrants outstanding (in shares) | 13,382 | 13,382 |
Series E1 Convertible Preferred Stock, Issued 2/7/2019 | ||
Debt Instrument [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 6.2581 | |
Warrants outstanding (in shares) | 63,917 | 63,917 |
Series F Convertible Preferred Stock, Issued 5/29/2020 | ||
Debt Instrument [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 6.8839 | |
Warrants outstanding (in shares) | 10,376 | 10,376 |
Series E1 Convertible Preferred Stock, Issued 8/14/2020 | ||
Debt Instrument [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 6.2581 | |
Warrants outstanding (in shares) | 31,958 | 31,958 |
Series E1 Convertible Preferred Stock, Issued 11/25/2020 | ||
Debt Instrument [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 6.2581 | |
Warrants outstanding (in shares) | 15,979 | 15,979 |
Series E1 Convertible Preferred Stock, Issued 2/28/2021 | ||
Debt Instrument [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 6.2581 | |
Warrants outstanding (in shares) | 15,979 | 0 |
Common Stock and Common Stock_3
Common Stock and Common Stock Warrants - Narrative (Details) | Mar. 26, 2021voteshares | Jun. 30, 2021shares | Mar. 31, 2021shares | Jun. 30, 2021shares | Mar. 25, 2021shares | Dec. 31, 2020shares |
Class of Stock [Line Items] | ||||||
Warrants outstanding (in shares) | 164,973 | 148,994 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock converted (in shares) | 65,970,938 | 65,970,938 | ||||
Cashless exercise of common stock warrant (in shares) | 103,806 | 24,837 | 128,643 | |||
Class B Common Stock Warrant | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding (in shares) | 164,973 | 0 | 0 | 164,973 | ||
Common stock Class A | ||||||
Class of Stock [Line Items] | ||||||
Number of votes for each share | vote | 1 | |||||
Common stock Class B | ||||||
Class of Stock [Line Items] | ||||||
Number of votes for each share | vote | 10 | |||||
Conversion of stock (in shares) | 1 | |||||
Stock converted (in shares) | 164,973 |
Common Stock and Common Stock_4
Common Stock and Common Stock Warrants - Schedule of Common Stock Issued and Outstanding (Details) - shares | Jun. 30, 2021 | Mar. 26, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Authorized (in shares) | 1,120,000,000 | 110,000,000 | |
Issued (in shares) | 94,780,166 | 12,889,760 | |
Outstanding (in shares) | 94,780,166 | 12,889,760 | |
Common stock Class A | |||
Class of Stock [Line Items] | |||
Authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |
Issued (in shares) | 18,455,346 | ||
Outstanding (in shares) | 18,455,346 | ||
Common stock Class B | |||
Class of Stock [Line Items] | |||
Authorized (in shares) | 120,000,000 | 120,000,000 | |
Issued (in shares) | 76,324,820 | ||
Outstanding (in shares) | 76,324,820 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 2,896 | $ 1,966 | $ 6,394 | $ 3,408 | |
Unrecognized stock-based compensation expense | 19,700 | $ 19,700 | |||
2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 0 | ||||
2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 3,588,535 | ||||
Options granted (in dollars per share) | $ 2.05 | ||||
Fair value of stock options | $ 6,700 | ||||
Restricted stock units | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSUs granted (in shares) | 229,635 | ||||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 200 | ||||
Weighted average period for unrecognized stock-based compensation expense | 4 months 24 days | ||||
Unrecognized compensation expense | 300 | $ 300 | |||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average period for unrecognized stock-based compensation expense | 1 year 5 months 8 days | ||||
Options | 2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 600 | $ 2,300 | |||
Option Vesting Four Years From Commencement | 2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50.00% | ||||
Vesting percentage period | 4 years | ||||
Option Vesting Four Years From IPO | 2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50.00% | ||||
Vesting percentage period | 4 years | ||||
Anniversary period | 1 year |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,896 | $ 1,966 | $ 6,394 | $ 3,408 |
Operations, product and technology | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 984 | 871 | 2,334 | 1,585 |
Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 289 | 282 | 726 | 456 |
Sales, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,623 | $ 813 | $ 3,334 | $ 1,367 |
Income Taxes (Details)
Income Taxes (Details) | Jun. 30, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 21,919,176 | 86,005,196 |
Outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 21,599,720 | 19,895,584 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 218,151 | 0 |
Employee stock plan purchases | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 101,305 | 0 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 65,928,261 |
Outstanding convertible preferred stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 181,351 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 02, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||
Payment of costs for the initial public offering | $ 3,633 | $ 81 | ||
Remix Global AD | Forecast | ||||
Subsequent Event [Line Items] | ||||
Percentage of ownership acquired | 100.00% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Price per share of common stock (in dollars per share) | $ 24.25 | |||
Aggregate net proceeds | $ 45,300 | |||
Payment of costs for the initial public offering | 1,000 | |||
Underwriting discounts and commissions | $ 2,200 | |||
Subsequent Event | Common stock Class A | ||||
Subsequent Event [Line Items] | ||||
Shares sold (in shares) | 2,000,000 | |||
Subsequent Event | Remix Global AD | Restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Vesting percentage period | 4 years | |||
Subsequent Event | Remix Global AD | Forecast | ||||
Subsequent Event [Line Items] | ||||
Consideration | $ 28,500 | |||
Repayment of outstanding debt | 11,800 | |||
Payment of shares issued | $ 3,500 | |||
Shares issued (in shares) | 130,597 | |||
Period of shares issued | 18 months | |||
Aggregate grant date fair value | $ 6,500 |
Uncategorized Items - tdup-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |