Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | ThredUp Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
Entity Central Index Key | 0001484778 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 246,514 | $ 64,485 | $ 85,633 |
Accounts receivable, net | 1,726 | 1,823 | 2,052 |
Inventory, net | 3,482 | 3,519 | 3,893 |
Other current assets | 3,168 | 5,332 | 2,838 |
Total current assets | 254,890 | 75,159 | 94,416 |
Restricted cash and cash equivalents, non-current | 2,700 | 2,690 | 1,916 |
Operating lease right-of-use assets | 22,338 | 23,656 | 0 |
Property and equipment, net | 43,562 | 41,131 | 26,053 |
Other assets | 2,980 | 2,965 | |
Other assets | 275 | 174 | |
Total assets | 323,770 | 142,911 | 122,559 |
Current liabilities | |||
Accounts payable | 14,540 | 9,386 | 4,863 |
Accrued and other current liabilities | 37,720 | 32,541 | 26,219 |
Seller payable | 15,194 | 13,724 | 9,317 |
Operating lease liabilities, current | 3,095 | 3,643 | 0 |
Current portion of long-term debt | 5,736 | 3,270 | 2,740 |
Total current liabilities | 76,285 | 62,564 | 43,139 |
Operating lease liabilities, non-current | 20,811 | 21,574 | 0 |
Long-term debt | 33,320 | 31,190 | 14,544 |
Other non-current liabilities | 1,927 | 2,719 | 1,212 |
Total liabilities | 132,343 | 118,047 | 58,895 |
Commitments and contingencies | |||
Convertible preferred stock: $0.0001 par value; 100,000,000 and 68,139,958 shares authorized as of March 31, 2021 and December 31, 2020, respectively; 0 and 65,970,938 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 0 | 247,041 | 246,905 |
Stockholders’ equity: | |||
Class A and B common stock, $0.0001 par value; 1,120,000,000 and 110,000,000 shares authorized as of March 31, 2021 and December 31, 2020, respectively; 94,143,694 and 12,889,760 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 9 | 1 | 1 |
Additional paid-in capital | 459,756 | 29,989 | 20,483 |
Accumulated deficit | (268,338) | (252,167) | (203,725) |
Total stockholders’ equity (deficit) | 191,427 | (222,177) | (183,241) |
Total liabilities, convertible preferred stock and stockholders’ equity | $ 323,770 | 142,911 | $ 122,559 |
Pro Forma | |||
Current liabilities | |||
Other non-current liabilities | 1,913 | ||
Convertible preferred stock: $0.0001 par value; 100,000,000 and 68,139,958 shares authorized as of March 31, 2021 and December 31, 2020, respectively; 0 and 65,970,938 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 0 | ||
Stockholders’ equity: | |||
Class A and B common stock, $0.0001 par value; 1,120,000,000 and 110,000,000 shares authorized as of March 31, 2021 and December 31, 2020, respectively; 94,143,694 and 12,889,760 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 8 | ||
Additional paid-in capital | 277,829 | ||
Accumulated deficit | (252,167) | ||
Total stockholders’ equity (deficit) | $ 25,670 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities, Convertible Preferred Stock and Stockholders’ Equity | |||
Convertible preferred stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 100,000,000 | 68,139,958 | 68,076,033 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 65,970,938 | 65,928,261 |
Convertible preferred stock, shares issued (in shares) | 0 | 65,970,938 | 65,928,261 |
Convertible preferred stock, liquidation preference | $ 251,239 | $ 251,175 | |
Stockholders’ equity: | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,120,000,000 | 110,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 94,143,694 | 12,889,760 | 10,647,380 |
Common stock, shares outstanding (in shares) | 94,143,694 | 12,889,760 | 10,647,380 |
Pro Forma | |||
Stockholders’ equity: | |||
Common stock, shares issued (in shares) | 78,746,092 | ||
Common stock, shares outstanding (in shares) | 78,746,092 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | |||||
Total revenue | $ 55,680 | $ 48,315 | $ 186,015 | $ 163,812 | $ 129,551 |
Cost of revenue: | |||||
Total cost of revenue | 15,962 | 15,689 | 57,867 | 51,308 | 51,541 |
Gross profit | 39,718 | 32,626 | 128,148 | 112,504 | 78,010 |
Operating expenses: | |||||
Operations, product and technology | 28,312 | 25,475 | 101,408 | 82,078 | 67,896 |
Marketing | 15,446 | 13,001 | 44,765 | 44,980 | 27,235 |
Sales, general and administrative | 10,638 | 7,433 | 28,564 | 22,253 | 17,135 |
Total operating expenses | 54,396 | 45,909 | 174,737 | 149,311 | 112,266 |
Operating loss | (14,678) | (13,283) | (46,589) | (36,807) | (34,256) |
Interest expense | (1,305) | (1,428) | (437) | ||
Other income, net | 73 | 74 | 549 | ||
Interest and other (expense) income, net | (1,466) | 68 | |||
Loss before provision for income taxes | (16,144) | (13,215) | (47,821) | (38,161) | (34,144) |
Provision for income taxes | 27 | 0 | 56 | 36 | 37 |
Net loss | (16,171) | (13,215) | (47,877) | (38,197) | (34,181) |
Other comprehensive loss, net of tax: | |||||
Unrealized gain (loss) on available-for-sale debt securities | 0 | 2 | (2) | ||
Total comprehensive loss | $ (16,171) | $ (13,215) | $ (47,877) | $ (38,195) | $ (34,183) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.86) | $ (1.23) | $ (4.14) | $ (3.72) | $ (3.41) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.86) | $ (1.23) | $ (4.14) | $ (3.72) | $ (3.41) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 18,701,108 | 10,763,234 | 11,565,443 | 10,265,004 | 10,027,177 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 18,701,108 | 10,763,234 | 11,565,443 | 10,265,004 | 10,027,177 |
Pro Forma | |||||
Other comprehensive loss, net of tax: | |||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.62) | ||||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.62) | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 77,510,100 | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 77,510,100 | ||||
Consignment | |||||
Revenue: | |||||
Total revenue | $ 44,688 | $ 35,314 | $ 138,096 | $ 97,763 | $ 39,415 |
Cost of revenue: | |||||
Total cost of revenue | 10,832 | 8,816 | 34,184 | 22,764 | 9,978 |
Product | |||||
Revenue: | |||||
Total revenue | 10,992 | 13,001 | 47,919 | 66,049 | 90,136 |
Cost of revenue: | |||||
Total cost of revenue | $ 5,130 | $ 6,873 | $ 23,683 | $ 28,544 | $ 41,563 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | ASC842 Adoption (eff. January 1, 2020) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Gain (Loss) | Accumulated Deficit | Accumulated DeficitASC842 Adoption (eff. January 1, 2020) |
Beginning balance (in shares) at Dec. 31, 2017 | 47,673,808 | ||||||
Beginning balance at Dec. 31, 2017 | $ 128,762 | ||||||
Convertible Preferred Stock | |||||||
Preferred stock issued (in shares) | 5,704,601 | ||||||
Preferred stock issued | $ 35,632 | ||||||
Ending balance (in shares) at Dec. 31, 2018 | 53,378,409 | ||||||
Ending balance at Dec. 31, 2018 | $ 164,394 | ||||||
Beginning balance (in shares) at Dec. 31, 2017 | 10,054,836 | ||||||
Beginning balance at Dec. 31, 2017 | (121,523) | $ 1 | $ 6,518 | $ 0 | $ (128,042) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Sale of Class A common stock upon initial public offering, net of issuance (in shares) | 1,200,000 | ||||||
Sale of Class A common stock upon initial public offering, net of issuance costs | 3,120 | 3,120 | |||||
Exercise of stock options (in shares) | 165,109 | ||||||
Exercise of stock options | 126 | $ 0 | 126 | ||||
Stock-based compensation | 2,319 | 2,319 | |||||
Unrealized gain (loss) on available-for-sale debt securities | (2) | (2) | |||||
Stock buyback from founder (in shares) | (1,275,000) | ||||||
Stock buyback from founder | (3,305) | (3,305) | |||||
Net loss | (34,181) | (34,181) | |||||
Ending balance (in shares) at Dec. 31, 2018 | 10,144,945 | ||||||
Ending balance at Dec. 31, 2018 | $ (153,446) | $ 1 | 12,083 | (2) | (165,528) | ||
Convertible Preferred Stock | |||||||
Preferred stock issued (in shares) | 12,549,852 | ||||||
Preferred stock issued | $ 82,511 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 65,928,261 | ||||||
Ending balance at Dec. 31, 2019 | $ 246,905 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 502,435 | ||||||
Exercise of stock options | 722 | $ 0 | 722 | ||||
Stock-based compensation | 7,678 | 7,678 | |||||
Unrealized gain (loss) on available-for-sale debt securities | 2 | 2 | |||||
Net loss | $ (38,197) | (38,197) | |||||
Ending balance (in shares) at Dec. 31, 2019 | 10,647,380 | 10,647,380 | |||||
Ending balance at Dec. 31, 2019 | $ (183,241) | $ (565) | $ 1 | 20,483 | 0 | (203,725) | $ (565) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting standards update, extensible list | ASC 842 adoption (eff. January 1, 2020) | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 65,928,261 | ||||||
Ending balance at Mar. 31, 2020 | $ 246,905 | ||||||
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 | ||||||
Convertible Preferred Stock | |||||||
Preferred stock issued (in shares) | 42,677 | ||||||
Preferred stock issued | $ 136 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 65,970,938 | ||||||
Ending balance at Dec. 31, 2020 | $ 247,041 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 10,647,380 | 10,647,380 | |||||
Beginning balance at Dec. 31, 2019 | $ (183,241) | $ (565) | $ 1 | 20,483 | 0 | (203,725) | $ (565) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 2,242,380 | ||||||
Exercise of stock options | 2,170 | $ 0 | 2,170 | ||||
Stock-based compensation | 7,336 | 7,336 | |||||
Unrealized gain (loss) on available-for-sale debt securities | 0 | ||||||
Net loss | $ (47,877) | (47,877) | |||||
Ending balance (in shares) at Dec. 31, 2020 | 12,889,760 | 12,889,760 | |||||
Ending balance at Dec. 31, 2020 | $ (222,177) | $ 1 | 29,989 | $ 0 | (252,167) | ||
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 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Preferred stock conversion to Class B common stock (in shares) | 65,970,938 | ||||||
Preferred stock conversion to Class B common stock | 247,041 | $ 7 | 247,034 | ||||
Sale of Class A common stock upon initial public offering, net of issuance (in shares) | 13,800,000 | ||||||
Sale of Class A common stock upon initial public offering, net of issuance costs | 175,534 | $ 1 | 175,533 | ||||
Conversion of convertible preferred stock warrants to Class B common stock warrants | 1,827 | 1,827 | |||||
Cashless exercise of common stock warrant to Class B common stock (in shares) | 24,837 | ||||||
Exercise of stock options (in shares) | 1,458,159 | ||||||
Exercise of stock options | 1,875 | $ 0 | 1,875 | ||||
Stock-based compensation | 3,498 | 3,498 | |||||
Net loss | $ (16,171) | (16,171) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 94,143,694 | 94,143,694 | |||||
Ending balance at Mar. 31, 2021 | $ 191,427 | $ 9 | $ 459,756 | $ (268,338) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||||
Net loss | $ (16,171) | $ (13,215) | $ (47,877) | $ (38,197) | $ (34,181) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 2,038 | 1,245 | 5,581 | 4,274 | 4,171 |
Stock-based compensation expense | 3,498 | 1,442 | 7,336 | 7,678 | 2,319 |
Reduction in the carrying amount of right-of-use assets | 1,318 | 873 | 4,034 | ||
Changes in fair value of convertible preferred stock warrants and others | 1,048 | (126) | 201 | ||
Other | 561 | 1,077 | 333 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | 97 | (338) | 229 | (638) | 84 |
Inventory, net | 37 | 51 | 374 | 2,290 | (153) |
Other current and non-current assets | (457) | (1,977) | 32 | (239) | 248 |
Accounts payable | 4,722 | 1,122 | 3,469 | (741) | 2,068 |
Accrued and other current liabilities | 4,784 | 1,791 | 5,182 | 14,205 | 1,992 |
Seller payable | 1,470 | 1,218 | 4,407 | 315 | 633 |
Operating lease liabilities | (1,311) | (1,186) | (3,824) | ||
Other non-current liabilities | 4 | (2) | 1,391 | (114) | (4) |
Net cash provided by (used in) operating activities | 1,077 | (9,102) | (19,105) | (10,090) | (22,490) |
Cash flows from investing activities | |||||
Purchase of marketable securities | 0 | 0 | (35,090) | ||
Maturities of marketable securities | 0 | 8,250 | 27,000 | ||
Purchase of property and equipment | (4,099) | (4,673) | (19,424) | (9,504) | (13,926) |
Net cash used in investing activities | (4,099) | (4,673) | (19,424) | (1,254) | (22,016) |
Cash flows from financing activities | |||||
Proceeds from debt issuance, net of issuance costs | 4,625 | 0 | 18,352 | 19,750 | 6,481 |
Repayment of debt | 0 | (714) | (1,190) | (11,801) | (3,084) |
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 | 1,875 | 10 | 2,170 | 722 | 126 |
Payment of costs for the initial public offering | (1,733) | (81) | (1,117) | 0 | 0 |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 0 | 82,511 | 35,632 | ||
Proceeds from issuance of common stock | 0 | 0 | 3,120 | ||
Repurchase of common stock | 0 | 0 | (3,305) | ||
Net cash provided by (used in) financing activities | 185,051 | (785) | 18,215 | 91,182 | 38,970 |
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | 182,029 | (14,560) | (20,314) | 79,838 | (5,536) |
Cash, cash equivalents and restricted cash and cash equivalents | |||||
Beginning of period | 67,539 | 87,853 | 87,853 | 8,015 | 13,551 |
End of period | $ 249,568 | $ 73,293 | 67,539 | 87,853 | 8,015 |
Supplemental disclosures of cash flow information | |||||
Cash paid for income taxes | 45 | 27 | 21 | ||
Cash paid for interest | 1,450 | 1,207 | 384 | ||
Supplemental disclosures of non-cash investing and financing activities | |||||
Purchases of property and equipment included in accounts payable and accrued liabilities | 1,555 | 587 | 225 | ||
Right-of-use assets obtained in exchange for operating lease liabilities with lease modification | 9,142 | ||||
Deferred offering costs included in accounts payable and accrued liabilities | 1,489 | 0 | 0 | ||
Increase in long-lived assets resulting from capitalizing asset retirement costs | 268 | 0 | 0 | ||
Leasehold improvements acquired in exchange for operating lease liabilities | 126 | 0 | 0 | ||
Cashless exercise of series C preferred stock warrant | $ 136 | $ 0 | $ 0 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance costs | $ 3,900 | $ 3,881 | $ 67 |
Organization and Description of
Organization and Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 preferred 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 | Organization and Description of Business ThredUp Inc. (ThredUp or the Company) was formed as a corporation in the State of Delaware in January 2009. ThredUp is a large resale platform that allows 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. The Company closed its remaining retail stores located in California in fiscal year 2020. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 March 31, 2021, and the results of operations and cash flows for the interim periods presented. 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 Risks As of March 31, 2021 and December 31, 2020 , there were no customers that represented 10% or more of the Company’s accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue for the three months ended March 31, 2021 and 2020, respectively. Revenue Recognition Revenue from Loyalty Reward Redemption or Expiration For the three months ended March 31, 2021 and 2020, the Company recognized $3.3 million and $0.2 million, respectively, of revenue from loyalty reward redemption or expiration. Cash, Cash Equivalents and Restricted Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2021 2020 Cash and cash equivalents $ 246,514 $ 64,485 Restricted cash and cash equivalents, current and non-current 3,054 3,054 Total cash, cash equivalents and restricted cash and cash equivalents $ 249,568 $ 67,539 Restricted cash and cash equivalents, non-current of $2.7 million is included in the other assets in the condensed consolidated balance sheets statements as of March 31, 2021 and December 31, 2020 . 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. 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 | Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying 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 preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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. Segments The Company has one operating segment and one reportable segment as its chief operating decision maker, who is its Chief Executive Officer, reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. All long-lived assets are located in the United States and substantially all revenue is attributed to sellers and buyers based in the United States. 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 two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. 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. Unaudited Pro Forma Net Loss Per Share Attributable to Common Stockholders In contemplation of an initial public offering (“IPO”), the Company has presented the unaudited pro forma basic and diluted net loss per share attributable to common stockholders, which has been computed to give effect to the conversion of the convertible preferred stock into shares of common stock. In addition, the numerator in the pro forma basic and diluted net loss per common share calculation has been adjusted to remove the gains or losses resulting from the remeasurement of the convertible preferred stock warrant liability as the convertible preferred stock warrant will be converted to a common stock warrant and the related convertible preferred stock warrant liability will be reclassified to additional paid-in capital upon the completion of an IPO. Additionally, as described in “Stock‑Based Compensation” below, the Company has granted stock options (“IPO Options”) to certain employees and officers that vest upon the satisfaction of both a service‑based vesting condition and a IPO‑related performance vesting condition. Upon completion of the IPO, the Company will recognize stock‑based compensation expense related to the vesting of these options using the accelerated attribution model, with a cumulative catch-up as of the IPO effectiveness date. The unaudited pro forma net loss per share attributable to common stockholders information does not give effect to any stock‑based compensation expense related to such IPO Options. Unaudited Pro Forma Balance Sheet The unaudited pro forma balance sheet information as of December 31, 2020 is presented as though all of the Company’s outstanding shares of convertible preferred stock have been converted into shares of common stock upon the completion of the IPO. In addition, the pro forma balance sheet information assumes the reclassification of the convertible preferred stock warrant liability to additional paid-in capital upon completion of the IPO, as the warrants to purchase convertible preferred stock automatically convert into common stock warrants. The unaudited pro forma balance sheet information does not assume any proceeds from the IPO. Additionally, the unaudited pro forma balance sheet information at December 31, 2020 does not give effect to any stock‑based compensation expense related to the IPO Options. Comprehensive Loss As of December 31, 2018, the Company had $2,000 in other comprehensive losses related to unrealized losses on debt securities classified as available-for-sale. The debt securities matured during 2019 and therefore $2,000 was reclassified as a realized gain/loss to the consolidated statements of operations and comprehensive loss. There were no unrealized gains or losses for the year ended December 31, 2020. Cash, Cash Equivalents, and Restricted Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents. Cash and cash equivalents are comprised of bank deposits and money market funds. Restricted cash and cash equivalents primarily consists of letters of credit with financial institutions held as collateral for its facility leases. Restricted cash and cash equivalents is classified noncurrent if the Company expects that the cash will remain restricted for a period greater than one-year. Current restricted cash and cash equivalents is included in other current assets on the consolidated balance sheet. The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows (in thousands): Year ended December 31, 2018 2019 2020 Cash and cash equivalents $ 6,648 $ 85,633 $ 64,485 Restricted cash, current — 304 364 Restricted cash and cash equivalents, non-current 1,367 1,916 2,690 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statements of cash flows $ 8,015 $ 87,853 $ 67,539 Marketable Securities The Company’s marketable securities, consisting of short-term debt securities, are classified as available-for-sale and 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 short-term debt securities have maturities greater than 3 months, but less than 12 months from the date of acquisition. The short-term debt 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. No impairment loss has been recorded on the securities as the Company believes that any decrease in fair value of these securities is temporary and expects to recover up to, or beyond, the initial cost of investment for these securities. As of December 31, 2019 and 2020, the Company did not have any investments in marketable securities. Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, such amounts may exceed federally insured limits. The Company reduces credit risk by placing its cash with major credit-worthy financial institutions within the United States. The Company’s money market investment account (recognized as cash and cash equivalents) is with what the Company believes to be a high-quality issuer. The Company has never experienced any losses related to these balances. As of December 31, 2019 and 2020, there were no customers that represented 10% or more of the Company’s accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue for the years ended December 31, 2018, 2019 and 2020. Accounts Receivable, Net Accounts receivable consists of amounts due from payment processors and trade customers that do not bear interest. The Company records an allowance for doubtful accounts for estimated losses inherent in its trade accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, the financial condition of the customer, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company does not have any off-balance sheet credit exposure related to its customers. The allowance for doubtful accounts was immaterial as of December 31, 2019 and 2020. Inventory, Net Inventories, consisting of merchandise that the Company has purchased and holds title, are accounted for using the specific identification method, and are valued at the lower of cost and net realizable value. The cost of inventory is equal to the cost of the merchandise paid to the seller and related inbound shipping costs. Inventory valuation requires the Company to make judgments based on currently available information about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. The Company records an inventory write-down based on the age of the inventory and historical experience of expected sell-through. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives of the Company’s property and equipment are as follows: Machinery and equipment 4-10 years Internal-use software 1-3 years Leasehold improvements Shorter of lease term or estimated useful life Computers and software 3 years Furniture and fixtures 5 years Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Internal-Use Software The Company capitalizes qualifying proprietary software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and placed in service for its intended use. Capitalization ceases when the software is substantially complete and ready for its intended use including the completion of all significant testing. Costs related to preliminary project activities and post implementation operating activities are expensed as incurred. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is equal to the excess of the fair value over the carrying amount of the impaired assets. There were no impairments of long-lived assets for the years ended December 31, 2019 and 2020. Asset Retirement Obligations The Company records asset retirement obligations (AROs) for the estimated cost of restoring its automated warehouse facilities to the specific condition required per the terms of its lease agreement, upon termination of the lease. AROs represent the present value of the expected costs and timing of the related obligations incurred. The ARO assets and liabilities are recorded in property and equipment within the machinery and equipment line item and other non-current liabilities in the consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining estimated duration of the lease including renewal periods that are included in the lease life. Accretion expense is recorded in operations, product and technology expense in the consolidated statement of operations using accretion rates based on credit adjusted risk-free interest rates. Convertible Preferred Stock Warrant Liability The Company issued convertible preferred stock warrants in conjunction with the issuance of long-term debt. Such warrants are recorded within other non-current liabilities on the consolidated balance sheet at their estimated fair value primarily because the shares underlying the warrants contain contingent redemption features outside the control of the Company. The warrants are subject to re-measurement at each balance sheet date and the change in fair value, if any, is included in other income, net. The Company will continue to remeasure these warrants until the earlier of the expiration or exercise of the convertible preferred stock warrants. In connection with an IPO, the outstanding convertible preferred stock warrants will automatically convert to common stock warrants. Leases Effective January 1, 2020, the Company adopted Accounting Standard Codification Topic 842, Leases (“ASC 842”), using the optional transition method and applied the standard only to leases that existed at that date. Under the optional transition method, the Company does not need to restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 1, 2020 in accordance with ASC 840. The Company has elected the package of practical expedients allowed under ASC 842, which permits the Company to account for its existing operating leases as operating leases under the new guidance, without reassessing the Company’s prior conclusions about lease identification, lease classification and initial direct cost. As a result of the adoption of the new lease accounting guidance, on January 1, 2020, the Company recognized a cumulative-effect adjustment to beginning accumulated deficit of $0.6 million, a right-of-use (“ROU”) asset of $18.5 million, a lease liability of $19.8 million and derecognized the deferred rent liability of $0.7 million. A cumulative-effect adjustment to beginning accumulated deficit was required due to the election of the hindsight practical expedient which adjusted the terms of various lease arrangements. Under ASC 842, the Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its existing credit arrangements, term of the lease, total lease payments and adjust for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Lease costs for the Company's operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company has elected to not separate lease and non-lease components for real estate leases and, as a result, accounts for lease and non-lease components as one component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. For these assets, lease payments are recognized on a straight-line basis over the lease term and variable payments in the period in which the obligation is incurred. Seller Payable Seller payable includes amounts owed to sellers upon the purchase of sellers’ goods by the Company or by buyers. Amounts are initially provided as a credit to sellers. These credits may be applied towards purchases from the Company, converted to third-party retailer or thredUP gift cards or redeemed for cash. Gift Cards and Site Credits As of 2018, the Company sells thredUP gift cards in retail stores, and beginning in late 2019, on its e-commerce website. Additionally, seller credits and site credits can be converted to thredUP gift cards. thredUP gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer. As of December 31, 2019 and 2020, $4.1 million and $6.2 million of gift card liability, respectively, was included in accrued and other current liabilities on the consolidated balance sheets. Revenue from gift cards is generally recognized when the gift cards are redeemed by the customer and amounted to $0.1 million and $0.6 million in the years ended December 31, 2019 and 2020, respectively. The Company issues site credits for various reasons. Site credits can be applied towards future charges but cannot be converted into cash. Site credits, like seller credits may also be converted to thredUP gift cards after one year at the discretion of the Company. These credits are recognized as revenue when used, converted, or expired. As of December 31, 2019 and 2020, $4.1 million and $3.2 million, respectively, of such customer site credits were included in accrued and other current liabilities on the consolidated balance sheets. Breakage on gift cards and site credits is immaterial for the years ended December 31, 2018, 2019 and 2020. Deferred Offering Costs Deferred offering costs, consisting of legal, accounting and filing fees relating to an IPO, are capitalized. The deferred offering costs will be offset against offering proceeds upon the completion of the offering. In the event the offering is terminated or delayed, deferred offering costs will be expensed. There were no deferred offering costs capitalized as of December 31, 2019. The Company capitalized $2.6 million of deferred offering costs as of December 31, 2020 which is included in other current assets on the consolidated balance sheets. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income on the years in which those temporary differences are expected to be recovered and settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. Revenue Recognition Revenue is recognized in accordance with Accounting Standards Topic 606 (ASC 606). Under ASC 606, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive for those goods and services. The Company generates the majority of its revenue from its marketplace, which allows its buyers to browse and purchase resale items for women’s and kids’ apparel, shoes and accessories. The Company also sells items in its retail stores, through its third-party retail partners and in goody boxes offered through its marketplace. A goody box is a collection of items selected by a thredUP stylist from which the customer can choose to purchase or return. The Company recognizes revenue through the following steps: (1) identification of the contract, or contracts, with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, it satisfies a performance obligation. Both buyers and sellers may be customers in the Company’s revenue arrangements. Sellers are the primary customer in a consignment arrangement while the buyer is the primary customer in sale of Company-owned inventory, referred to as product sales. A contract with a customer exists in both cases when the end-customer purchases the goods obligating the Company to deliver the identified performance obligation(s). Generally, the Company requires authorization from a credit card or other payment method (such as PayPal), or verification of receipt of payment, before the products are shipped to buyers. The Company generally receives payments from buyers before payments to the sellers are due. Consignment Revenue The Company generates consignment revenue from the sale of secondhand women’s and kids’ apparel, shoes and accessories on behalf of sellers. The Company retains a percentage of the proceeds received as payment for its consignment service. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from the buyer. Title to the consigned goods remain with the consignor until transferred to the buyer, which occurs subsequent to purchase of the consigned goods and upon expiration of the allotted return period. The Company does not take title of consigned goods at any time except in certain cases where the consignment window expires or returned goods become Company-owned inventory. Consignment revenue is recognized upon purchase of the consigned good by the buyer as its performance obligation of providing consignment services to the consignor is satisfied at that point. Consignment revenue is recognized net of seller payouts, discounts, incentives and returns. Sales tax assessed by governmental authorities is excluded from revenue. Product Revenue The Company recognizes product revenue on a gross basis as the Company acts as the principal in the transaction. Online sales and sales to third-party retail partners are recognized upon shipment of the purchased good to the buyer. Sales at retail stores are recognized upon checkout and sales of accepted items from goody boxes are recognized upon acceptance, which generally occurs at the same time as payment. Product revenue is recognized net of discounts, incentives and returns. Sales tax assessed by governmental authorities is excluded from revenue. Shipping Fees The Company charges shipping fees to buyers, which are included in revenue. All outbound shipping costs are accounted for in cost of revenue at the time revenue is recognized. Returns The Company generally has a 14-day return period which may change from time to time and recognizes a returns reserve, based on historical experience, which is recorded in accrued and other current liabilities on the consolidated balance sheet. Incentives Incentives include website discounts and customer credits issued to sellers and buyers. Incentives are treated as a reduction of product revenue and consignment revenue. Deferred Revenue Deferred revenue consists primarily of cash collections for product items purchased, but not shipped, and revenue allocated to unredeemed loyalty points. Cash collections for items purchased, but not shipped, are recognized as revenue upon shipment. As of December 31, 2019 and 2020, the Company had $1.2 million and $0.9 million, respectively, in deferred revenue for items not shipped, which were recognized shortly after the period end, and are included in accrued and other current liabilities on the consolidated balance sheets. In August 2019, the Company launched a customer loyalty program that provides customers with rewards that can be applied to future purchases or other incentives. Loyalty points and rewards are accounted for as separate performance obligations and accrued as deferred revenue in the amount of the transaction price allocated to the points and rewards. The allocated transaction price is based on the estimated fair value per point, net of breakage. Breakage is estimated based on the Company’s historical redemption rates. Revenue is recognized when the loyalty rewards are redeemed or expire. As of December 31, 2019 and 2020, the Company had a liability of $0.6 million and $4.1 million, respectively, related to the loyalty program which is included in deferred revenue in the consolidated balance sheets. The Company recognized $0.1 million and $6.6 million of revenue related to loyalty points in the 2019 and 2020 periods, respectively. Revenue allocated to loyalty points is expected to be recognized within one year as loyalty points expire 12 months after issuance. Cost of Revenue Cost of consignment revenue consists of outbound shipping, outbound labor and packaging costs. Cost of product revenue consists of the inventory cost, inbound shipping related to the sold merchandise, outbound shipping, outbound labor, packaging costs, and inventory write-downs. Operations, Product and Technology Operations, product and technology expenses consist primarily of distribution center operating costs and product and technology expenses. Distribution center operating costs include personnel costs, distribution center rent, maintenance and equipment depreciation as well as inbound shipping costs, other than those capitalized in inventory. Product and technology costs include personnel costs for the design and development of product and the related technology that is used to operate the distribution centers, merchandise science, website development and related expenses for these departments. Operations, product and technology expenses also include an allocation of corporate facilities and information technology costs including equipment, depreciation and rent. Research and development costs related to our technology were approximately $13.1 million, $19.0 million, and $20.7 million during the years ended December 31, 2018, 2019 and 2020 respectively. Marketing Marketing costs consist primarily of advertising, public relations expenditures, and personnel costs for employees engaged in marketing. Marketing costs also include an allocation of corporate facilities and information technology costs including equipment, depreciation and rent. Advertising and other promotional costs included in the marketing line item on the consolidated statement of operations are expensed as incurred and were approximately $23.0 million, $39.2 million, and $38.4 million for the years ended December 31, 2018, 2019 and 2020 respectively. Sales, General and Administrative Sales, general and administrative expenses consist of personnel costs for employees involved in general corporate functions, including accounting, finance, tax, legal, and people services; customer service; and retail stores. Sales, general and administrative also includes payment processing fees, professional fees and allocation of corporate facilities and information technology costs such as equipment, depreciation and rent. Stock-Based Compensation Effective January 1, 2020, the Company adopted ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The adoption of this standard did not have material impact on the results of operations. After adoption, stock-based compensation cost for all employee, non-employee consultant and director share-based awards are measured at fair value on the grant date using the Black-Scholes option pricing model and recognized as expense over the requisite service period or over the period in which the related services are received (generally the vesting period), using the straight-line method. The Company accounts for forfeitures as they occur. The determination of fair value for share-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding subjective variables. The Company has granted stock options to certain employees and officers which vest upon the satisfaction of both a service‑based vesting condition and a IPO‑related performance condition. The liquidity event‑related performance condition is viewed as a performance‑based criterion for which the achievement of such liquidity event is not deemed probable for accounting purposes until the event occurs. The Company will recognize stock‑based compensation expense using the accelerated attribution method in the quarter in which such event occurs. Recently Issued Accounting Pronouncements 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 guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its results of operations. In August 2018, the 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 amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard is effective for fiscal years beginning after December 15, 2020, and interim periods in fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its results of operations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Fair Value Measurements The following tables provide the financial instruments measured at fair value for each of the respective periods (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 224,268 $ — $ — $ 224,268 Total cash equivalents $ 224,268 $ — $ — $ 224,268 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 43,460 $ — $ — $ 43,460 Total cash equivalents $ 43,460 $ — $ — $ 43,460 Liabilities Convertible preferred stock warrant liability $ — $ — $ 805 $ 805 Total liabilities $ — $ — $ 805 $ 805 There were no transfers in or out of Level 1 or 2 during the periods presented in the tables above. The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. As of March 31, 2021 and December 31, 2020, the amortized cost of the Company’s financial assets and liabilities approximate their estimated fair values. As such, there are no unrealized gains or losses related to the Company’s financial assets and liabilities. | Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). At December 31, 2019 and 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 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. The following tables provide the financial instruments measured at fair value for each of the respective periods (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 75,693 $ — $ — $ 75,693 Total cash equivalents $ 75,693 $ — $ — $ 75,693 Liabilities Convertible preferred stock warrant liability $ — $ — $ 548 $ 548 Total liabilities $ — $ — $ 548 $ 548 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 43,460 $ — $ — $ 43,460 Total cash equivalents $ 43,460 $ — $ — $ 43,460 Liabilities Convertible preferred stock warrant liability $ — $ — $ 805 $ 805 Total liabilities $ — $ — $ 805 $ 805 The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. There were no transfers into or out of Level 3 of the fair value hierarchy during the periods presented. As of December 31, 2019 and 2020 the amortized cost of the Company’s financial assets and liabilities approximate their estimated fair values. As such, there are no unrealized gains or losses related to the Company’s financial assets and liabilities. As of December 31, 2019 and 2020, there were no marketable securities. For the years ended December 31, 2018, 2019 and 2020 the Company recognized no material realized gains or losses on marketable securities. The following table presents a rollforward of the fair value of the level 3 liabilities recorded at fair value (in thousands): Convertible Preferred Stock Balance as of December 31, 2018 $ 295 Issuance of series E-1 preferred stock warrants 247 Changes in estimated fair value 6 Balance as of December 31, 2019 548 Changes in estimated fair value 201 Incremental fair value due to the modification of the series E-1 preferred stock warrant 10 Issuance of series F preferred stock warrant 34 Issuance of series E-1 preferred stock warrant 148 Exercise of series C preferred stock warrant (136) Balance as of December 31, 2020 $ 805 The key assumptions used in the Black-Scholes option-pricing model for the valuation of the convertible preferred stock warrant liabilities upon remeasurement were as follows: Year Ended December 31, 2019 2020 Expected remaining term (in years) 0.6 – 9.1 4.1-9.4 Expected volatility 47.6% – 60.2% 47.9%-52.4% Average risk-free rate 1.60% – 1.89% 0.27%-0.88% Dividend yield 0% 0% |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following (in thousands): March 31, December 31, 2021 2020 Property and equipment $ 59,283 $ 55,221 Less: accumulated depreciation and amortization (15,721) (14,090) Property and equipment, net $ 43,562 $ 41,131 | Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2019 2020 Machinery and equipment $ 24,021 $ 35,254 Internal-use software 3,442 4,764 Leasehold improvements 2,184 4,459 Computers and software 2,031 3,677 Furniture and fixtures 267 519 Construction in progress 3,852 6,548 35,797 55,221 Less: accumulated depreciation and amortization (9,744) (14,090) Property and equipment, net $ 26,053 $ 41,131 For the years ended December 31, 2019 and 2020, the Company capitalized $0.7 million and $1.4 million of costs associated with internal-use software, respectively. For the years ended December 31, 2019 and 2020 the Company capitalized zero and $0.4 million, respectively, out of $1.4 million and |
Other Balance Sheet Details
Other Balance Sheet Details | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Other Assets and Liabilities | Other Assets and Liabilities Other current assets consist of the following (in thousands): December 31, 2019 2020 Deferred offering costs $ — $ 2,606 Non-trade receivables 830 872 Prepaid software expense 436 482 Restricted cash, current 304 364 Prepaid rent 67 30 Other prepaid expenses 1,201 978 $ 2,838 $ 5,332 Accrued and other current liabilities consist of the following (in thousands): 2019 2020 Gift card and site credit liabilities $ 8,244 $ 9,362 Deferred revenue 1,862 5,094 Accrued taxes 4,012 4,594 Accrued compensation 2,955 3,443 Accrued vendor liabilities 2,784 3,407 Allowance for returns 3,094 3,389 Accrued marketing 1,891 1,648 Deferred rent 263 — Accrued other 1,114 1,604 $ 26,219 $ 32,541 | |
Other Balance Sheet Details | Other Balance Sheet Details Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Gift card and site credit liabilities $ 9,633 $ 9,362 Deferred revenue 4,949 5,094 Allowance for returns 4,604 3,389 Accrued taxes 4,595 4,594 Accrued compensation 4,409 3,443 Accrued vendor liabilities 4,288 3,407 Accrued marketing 3,976 1,648 Accrued other 1,266 1,604 $ 37,720 $ 32,541 |
Lease Agreements
Lease Agreements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Lease Agreements | Lease Agreements For the three months ended March 31, 2021 and 2020, the Company’s operating lease expense was $2.1 million and $1.4 million, respectively. Maturities of operating lease liabilities were as follows as of March 31, 2021 (in thousands): Amount Remainder of 2021 $ 3,456 2022 4,519 2023 4,508 2024 4,156 2025 2,760 Thereafter 12,292 Total lease payments 31,691 Less: imputed interest 7,785 Total lease liabilities 23,906 Less: current lease liabilities 3,095 Total non-current lease liabilities $ 20,811 | Lease Agreements The Company leases certain office space and distribution centers with lease terms ranging from 12 to 146 months. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional 12 to 120 months. For certain leases, these optional periods have been considered in the determination of the right-of-use assets and lease liabilities associated with these leases as the Company has determined it is reasonably certain it will exercise the renewal options. Future minimum lease payments for operating leases as of December 31, 2019, prior to our adoption of the new leases standard, were as follows (in thousands): Operating Leases 2020 $ 4,695 2021 4,274 2022 3,811 2023 3,782 2024 3,413 Thereafter 3,678 Total future minimum payments $ 23,653 Rent expense for operating leases (as defined by prior guidance) totaled $4.2 million and $4.4 million for the years ended December 31, 2018 and 2019, respectively. The current portion of deferred rent of $0.3 million is included in accrued and other current liabilities as of December 31, 2019. Security deposits and letters of credits used to secure the leases were $0.2 million and $2.2 million, respectively, as of December 31, 2019 and $0.3 million and $3.1 million, respectively, as of December 31, 2020. Maturities of operating lease liabilities (under current guidance) were as follows as of December 31, 2020 (in thousands): December 31 2021 $ 5,168 2022 4,519 2023 4,508 2024 4,156 2025 2,760 Thereafter 12,292 Total lease payments 33,403 Less: imputed interest 8,186 Total lease liabilities 25,217 Less: current lease liabilities 3,643 Total non-current lease liabilities $ 21,574 The components of lease cost were as follows (in thousands): December 31, 2020 Operating Lease Cost Fixed Cost $ 5,568 Short-Term Lease Cost 58 Variable Lease Cost (1) 1,197 Total Operating Lease Cost (2) $ 6,823 ________________ (1) Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. Variable lease payments include non-lease components such as common area maintenance fees. (2) The majority of lease costs are reflected in the Consolidated Statement of Operations within Operations, product and technology and Sales, general and administrative expense. Other information related to leases was as follows (in thousands): December 31, 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,365 The following table represents the weighted-average remaining lease term and discount rate for the period: December 31, 2020 Operating Leases Weighted average remaining lease term (years) 7.8 Weighted average discount rate 6.7 % |
Long-term Debt and Convertible
Long-term Debt and Convertible Preferred Stock Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 (“Fourth Amendment”) 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. As of March 31, 2021, the nominal interest rate was 5.75% and the effective interest rate was 6.84%. The Company is in compliance with the covenants as of March 31, 2021. The maturities of the loan agreement as of March 31, 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 944 Less: current portion of long-term debt 5,736 Noncurrent portion of long-term debt $ 33,320 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. | Long-term Debt and Convertible Preferred Stock Warrants In February 2019, 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”). The Company borrowed $20.0 million (“Tranche A”) in February 2019, which had a maturity date of February 7, 2024. The Company used $8.8 million of the proceeds to settle its prior term loan with SVB. The Company incurred loan origination fees and debt issuance costs of $0.3 million and recognized $0.4 million in extinguishment loss on the SVB loan. As of December 31, 2019, total principal outstanding under the Term Loan was $17.6 million. In May 2020, the Company amended the loan and security agreement (the “Amendment”) with the Bank. Under the amendment the Company is eligible to borrow up to an aggregate of $30.0 million. The new Term Loan maturity date is May 29, 2024 and the interest rate is the greater of either the Wall Street Journal Prime Rate + 1.50% or 5.75% per annum. All tranches are payable in equal monthly installments of principal plus accrued interest over 34 months beginning July 10, 2021, with monthly payment calculated based on a 60-month period for the first 34 months, with a balloon payment made on the maturity date. The Company received $3.6 million in May 2020 for the difference between the $20.0 million related to Tranche A and the principal owed at the modification date. The Company drew an additional $5.0 million in June 2020 and another $5.0 million in July 2020 both related to Tranche B of the Term Loan. Upon final payment, the Company is required to pay a success fee equal to 1% of the principal amount of all tranches drawn as of such date. The Term Loan can be prepaid without penalty or premium at any time. The Term Loan contains certain covenants, which, if not met, allows the Bank to call all outstanding borrowings plus accrued interest. The covenants include minimum cash and liquidity thresholds, quarterly minimum net revenue and revenue growth thresholds, and a debt service requirement specified by the Term Loan. The Bank has secured the loan through its first ranking lien on all corporate assets, with a negative pledge on intellectual property. In November 2020, the Company further amended the loan and security agreement (the “Second Amendment”) with the Bank and received credit approval to borrow an additional $10.0 million (“Tranche C”), or up to $40.0 million eligible borrowings in aggregate. The Company borrowed an additional $5.0 million in November 2020 for an aggregate outstanding principal of $35.0 million as of November 30, 2020. In December 2020, the Company further amended the loan and security agreement (the “Third Amendment”) with the Bank. As part of the Third Amendment, the covenants were revised to amend the minimum cash and liquidity requirements, further extend the timing of debt service requirements, amend the specific net revenue targets and revenue growth requirements, and add a capital raising milestone requiring the Company to raise at least $50.0 million in equity or convertible debt by March 31, 2022. Additionally, the success fee was amended to provide that the fee is payable upon the earlier of payoff of the loan, maturity of the loan or the Company’s IPO. As of December 31, 2020, the nominal interest rate was 5.75% and the effective interest rate was 6.86%. The Company is in compliance with the covenants through December 31, 2020. The maturities of the loan agreement as of December 31, 2020 are as follows (in thousands): Amount 2021 $ 3,500 2022 7,000 2023 7,000 2024 17,500 Thereafter — Total future principal and success fee payments 35,000 Less: unamortized debt discount and success fee 540 Less: current portion of long-term debt 3,270 Noncurrent portion of long-term debt $ 31,190 Warrants Issued with Loan and Security Agreement Upon issuance of a loan and security agreement advance with SVB in 2013, the Company issued a warrant for 80,294 shares of Series C convertible preferred stock to the holder that were set to expire on July 31, 2020. In July 2020, the Company modified the terms of the warrant to extend the expiration date to August 31, 2020. In August 2020, the Company issued 42,677 shares of Series C convertible preferred stock to the holder of the warrant through a cashless net exercise. In 2015, the Company issued additional warrants for 26,764 shares of Series D convertible preferred stock to SVB that expire in 2025. In February 2019, the Company issued a warrant to the Bank to purchase Series E-1 convertible preferred stock with the exercise term of 10 years from the issuance date. The number of shares is calculated by dividing (i) 2% of the amount drawn under the Term Loan, up to $800,000, by (ii) the applicable exercise price at the time the warrant is exercised. The exercise price at the exercise date is determined as the lower of (i) $6.2581 and (ii) the purchase price in the next series of preferred stock financing held after the warrant issuance date. In connection with the $3.6 million advance in May 2020, the Company issued a warrant for Series F preferred stock in the amount of 10,376 shares 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. Additionally, the Series E-1 warrant agreement, entered into on February 7, 2019, was amended to extend the expiration date to May 29, 2030. In connection with each of the $5.0 million draws in June, July, and November 2020 the Company increased the number of shares under the Series E-1 warrant by 15,979 shares or (i) two percent of the additional advance amount drawn under the Term Loan, divided by (ii) the applicable exercise price at the time the warrant is exercised. As of December 31, 2020, the warrant included 111,854 shares of Series E-1 convertible preferred stock. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock In June 2019, the Company entered into a Series F Preferred Stock Purchase Agreement. Under the terms of the agreement the Company issued 7,844,390 shares of its Series F convertible preferred stock with a purchase price of $6.8839 per share (“Initial Closing”). From July through September 2019, the Company issued 4,705,462 shares in subsequent closings with the same terms and conditions as the Initial Closing. The Company incurred aggregate issuance costs of $3.9 million. Subsequent to the Series F financing, certain Series F investors were obligated to launch a tender offer to purchase a maximum of $10.0 million of shares of common stock held by existing stockholders at $6.8839 per share (“Series F price” and “Tender Offer”). In September 2019, the Series F investors and other investors (“Tender Offer Investors”) made a Tender Offer to the Company’s employees to purchase up to 1,125,813 shares of common stock at Series F price. In October 2019, the Tender Offer Investors purchased 1,125,813 shares of common stock from 123 eligible holders for total gross proceeds of $7.7 million. See more details in Note 10. The Company’s preferred stock authorized, issued and outstanding, the aggregate liquidation preferences, including dividends that would be due if and when declared by the board of directors are as follows (in thousands, except share): December 31, 2019 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A 1,051,540 1,051,540 $ 245 $ 245 Series A-1 5,475,700 5,475,700 1,452 1,473 Series B 7,511,886 7,511,886 6,879 6,950 Series C 9,725,945 9,645,651 14,390 14,415 Series D 11,072,579 11,045,815 24,929 25,000 Series E 12,943,216 12,943,216 80,866 81,000 Series E-1 5,768,518 5,704,601 35,633 35,700 Series F 14,526,649 12,549,852 82,511 86,392 Total 68,076,033 65,928,261 $ 246,905 $ 251,175 December 31, 2020 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A 1,051,540 1,051,540 $ 245 $ 245 Series A-1 5,475,700 5,475,700 1,452 1,473 Series B 7,511,886 7,511,886 6,879 6,950 Series C 9,725,945 9,688,328 14,526 14,479 Series D 11,072,579 11,045,815 24,929 25,000 Series E 12,943,216 12,943,216 80,866 81,000 Series E-1 5,832,443 5,704,601 35,633 35,700 Series F 14,526,649 12,549,852 82,511 86,392 Total 68,139,958 65,970,938 $ 247,041 $ 251,239 Voting The holder of any shares of convertible preferred stock has the right to one vote for each share of common stock into which such share of convertible preferred stock could then be converted and were entitled to vote together with the holders of the common stock. Dividends Holders of shares for each class of convertible preferred stock are entitled to receive noncumulative dividends on each share at a rate of 8% per annum of the original issue price as defined, only when, as, and if declared by the Company’s board of directors. The convertible preferred stock dividends are payable in preference and in priority to any dividends on common stock. No dividends have been declared or paid by the Company to date. Liquidation Preference In the event of any liquidation, dissolution, or winding up of the affairs of the Company, the holders of the then outstanding convertible preferred stock would be entitled to receive the amount of the assets of the Company available for distribution to the stockholders before any payment is made to the common stock holders in an amount equal to the greater of (x) the applicable original issue price for such series of preferred stock plus any dividends declared but unpaid or (y) such amount per share that would have been payable had all shares of preferred stock been converted into common stock immediately prior to liquidation. If assets available for distribution are insufficient to pay the holders of shares of preferred stock the full amount to which they shall be entitled, the holders of shares preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts, which would otherwise be payable in respect of the shares held by them upon such distribution. After payment of all preferential amounts required to be paid to the holders of shares of preferred stock the remaining assets of the Company available for distribution shall be distributed among the holders of shares of common stock, prorated based on the number of shares held by each such holder. Conversion The holder of any shares of convertible preferred stock has the right at the holder’s option, at any time, to convert any of such shares into such number of fully paid and nonassessable shares of common stock as would have been determined by dividing the Original Issue Price for such series of preferred stock by the applicable conversion price in effect at the time of conversion. The Original Issue Price for each share of each series of convertible preferred stock is as follows: Series A – $0.233; Series A-1 – $0.269; Series B – $0.9252; Series C – $1.4945; Series D – $2.2633; Series E – $6.2581; Series E-1 – $6.2581 and Series F – $6.8839. The applicable conversion price is adjustable under certain circumstances for stock splits, dilution events, reorganizations, and similar events. Automatic conversion occurs immediately prior to the closing of a qualified public offering, as defined; upon the approval of the holders of over 60% of the holders of Series D preferred stock, voting as a separate series and the holders of a majority of the outstanding shares of Series E and Series E-1 preferred stock, voting together as a single series; or upon the closing of the sale of shares of common stock to the public at a price of at least $12.5162 per share in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, having an aggregate offering price to the public of no less than $50 million. Redemption |
Common Stock and Common Stock W
Common Stock and Common Stock Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 three months ended March 31, 2021, the Company issued 24,837 shares of Class B common stock through a cashless net exercise of 26,764 shares of Class B common stock warrants. 138,209 shares of Class B common stock warrants were outstanding as of March 31, 2021. The table below summarizes the Class A common stock and Class B common stock issued and outstanding as of March 31, 2021. As of March 31, 2021 Authorized Issued and Outstanding Common stock Class A 1,000,000,000 13,800,000 Common stock Class B 120,000,000 80,343,694 Total common stock 1,120,000,000 94,143,694 | Common Stock Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders of the Company. Subject to the preferences that may be applicable to any outstanding shares of convertible preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors. No dividends have been declared to date. The Company had reserved shares of common stock for issuance, on an as-converted basis, as follows: December 31, 2020 2019 2020 Convertible preferred stock outstanding 65,928,261 65,970,938 Options issued and outstanding 17,984,575 22,774,949 Shares available for future stock option issuances 751,514 201,582 Warrants to purchase convertible preferred stock 170,975 148,994 Total 84,835,325 89,096,463 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 March 31, 2021, no stock options were granted under the 2021 Plan. As of March 31, 2021, 96,426 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 no stock-based compensation related to the ESPP for the three months ended March 31, 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 months ended in March 31, 2021, $1.6 million 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 March 31, 2021 2020 Operations, product and technology $ 1,350 $ 714 Marketing 437 174 Sales, general and administrative 1,711 554 Total stock-based compensation expense $ 3,498 $ 1,442 As of March 31, 2021, there was approximately $20.1 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 1.56 years. | Stock-Based Compensation Plans 2010 Stock Incentive Plan In 2010, the Company adopted the 2010 Stock Incentive Plan (the Plan), and amended the Plan in 2011, as approved by the board of directors. The Plan provides for the granting of stock awards to employees, consultants, and directors of the Company. Options granted under the Plan may either be Incentive Stock Options (ISOs) or Nonstatutory Stock Options (NSOs). ISOs may be granted to Company employees only, while stock awards other than ISOs may be granted to employees, directors, and consultants. In 2020 the board of directors authorized an additional 6.5 million shares for the Plan. Stock awards under the Plan may be granted with terms of up to 10 years and at prices determined by the board of directors, provided, however, that (i) the exercise price of an ISO or NSO shall not be less than 100% of the estimated fair value of the shares on the date of the grant, and (ii) the exercise price of an ISO granted to a 10% or more stockholder shall not be less than 110% of the estimated fair value of the shares on the grant date. The options generally vest over a 4-year period. For certain options, vesting accelerates upon the occurrence of specified events, such as a change of control. The Company records stock-based awards at fair value as of the grant date, using the Black Scholes option pricing model. The fair value of stock options granted during the years ended December 31, 2018, 2019 and 2020 was estimated using the following range of assumptions: Year Ended December 31, 2018 2019 2020(1) Expected term (in years) 5.01 – 6.09 5.55 – 6.25 5.00-10.00 Expected volatility 44.2% – 45.1% 45.5% – 47.8% 46.9%-54.9% Average risk-free rate 2.72% – 2.98% 1.52% – 2.44% 0.28%-1.55% Dividend yield — — — ________________ (1) Assumptions include non-employee options after adoption of ASU 2018-07 as of January 1, 2020. Each of these inputs is subjective and generally requires significant judgment. Fair Value of Common Stock —The fair value of the shares of common stock has historically been determined by the Company’s board of directors as there was no public market for the common stock. The board of directors determines the fair value of our common stock by considering a number of objective and subjective factors, including: the valuation of comparable companies, sales of preferred stock to unrelated third parties, our operating and financial performance, the lack of liquidity of common stock and general and industry specific economic outlook, amongst other factors. Expected Term —The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Volatility —Because the Company is privately held and does not have an active trading market for its common stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly-traded companies, over a period equal to the expected term of the stock option grants. Risk-free Rate —The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. Dividends —The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. Therefore, the Company uses an expected dividend yield of zero. Stock option activity under the Plan, as amended is as follows: Options Available for Grant Number of Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Balances at December 31, 2019 751,514 17,984,575 $ 2.05 7.10 $ 20,745 Options authorized 6,482,822 Options granted (7,820,714) 7,820,714 2.35 Options considered granted due to repricing (13,312,076) 13,312,076 2.05 Options cancelled due to repricing 13,312,076 (13,312,076) 2.77 Options exercised (2,242,380) 1.02 Options forfeited and expired 787,960 (787,960) 2.43 Balances at December 31, 2020 201,582 22,774,949 $ 1.81 7.36 $ 107,696 Options outstanding and exercisable – December 31, 2020 10,493,574 $ 1.53 5.50 $ 52,554 The aggregated intrinsic value represents the difference between the exercise price and the fair value of common stock. The aggregate intrinsic value of all options exercised was $0.3 million, $0.9 million, and $2.9 million during the years ended December 31, 2018, 2019 and 2020, respectively. The weighted average grant date fair value of options granted was $1.26, $1.38 and $1.72 during the years ended December 31, 2018, 2019 and 2020 respectively. The average grant date fair value of the options considered granted due to the repricing in May 2020 was $1.04. The total grant date fair value of options vested was $2.4 million, $2.2 million and $4.1 million during the years ended December 31, 2018, 2019 and 2020 respectively. Common Stock Repurchase In October 2019, existing investors of the Company conducted a tender offer for shares of its outstanding common stock and common stock issuable upon exercise of vested options to purchase common stock under which the investors purchased an aggregate of 1,125,813 shares of the Company’s common stock from its stockholders at a purchase price of $6.8839 per share, for an aggregate purchase price of $7.7 million. The Company recognized a stock-based compensation expense of $4.1 million equal to the excess of the purchase price over the fair value of the common stock in the 2019 consolidated statement of operations. Option Repricing In May 2020, the Company’s Board of Directors, approved a stock option repricing program (the “Option Repricing”) authorizing the Company to reprice certain outstanding stock options held by active employees, service providers and directors that had option exercise prices above the current fair market value of the Company’s common stock. Under the Option Repricing, eligible options with an exercise price above $2.05 per share (representing an aggregate of 13.3 million options, or 66% of the options outstanding at the date of repricing) were amended to reduce such exercise price to $2.05. The Company calculated an aggregate incremental fair value of $2.3 million related to the Option Repricing, of which $0.9 million was expensed as of the modification date. IPO Options 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 later of January 1, 2021 or the effective date of the IPO. The remaining 50% of the options granted vest over a 4-year period commencing on the later of January 1, 2022 or 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, when the performance condition becomes probable of being achieved. As of December 31, 2020, the Company concluded that the performance condition was not probable of being satisfied at such time. Furlough Options In August 2020, the Company’s Board of Directors approved stock options for 858,599 shares of common stock to be granted to certain employees who were subject to a furlough program that was implemented in April 2020. The options have an exercise price of $2.05 per share and vest upon optionee’s continued employment with the Company through January 1, 2021. The aggregate grant date fair value of these options was $1.6 million, all of which was recognized in fiscal year 2020. Stock-based Compensation Total stock-based compensation expense by department is as follows (in thousands): Year Ended December 31, 2018 2019 2020 Operations, product and technology $ 1,187 $ 3,877 $ 3,739 Marketing 204 1,018 1,067 Sales, general and administrative 928 2,783 2,530 Total stock-based compensation expense $ 2,319 $ 7,678 $ 7,336 As of December 31, 2020, there was approximately $16.4 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 1.62 years. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | Commitments and Contingencies Noncancelable Purchase Commitments As of December 31, 2020, the Company had various noncancellable arrangements with vendors. As of December 31, 2020, the future minimum payments under these arrangements were as follows (in thousands): Purchase Commitments (1) 2021 $ 7,416 2022 1,234 2023 1,200 Thereafter — Total future minimum payments $ 9,850 _______________ (1) Noncancellable purchase commitments primarily consists of $3.6 million for Amazon Web Services and $5.6 million related to the Company’s distribution centers. 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 In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with its Amended and Restated Certificate of Incorporation and Bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance that enables it to record a portion of any amounts paid for future potential claims. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement PlanIn 2010, the Company sponsored a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. For the years ended December 31, 2018, 2019 and 2020 no employer contributions were made to the plan. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 months ended March 31, 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. | Income Taxes The Company had no federal provision for income taxes as the Company has incurred operating losses since inception. The Company’s state tax provision, which was current, was $37,000, $36,000 and $56,000 for the years ended December 31, 2018, 2019 and 2020 respectively. The Company’s effective tax rate, as a percentage of pretax income, differs from the statutory federal rate primarily due to the valuation allowance that the Company records on its deferred tax assets as management believes it is more likely than not that the deferred tax assets will not be fully realized. The reconciliation of the Federal statutory income tax provision for the Company’s effective income tax provision (in thousands): Year Ended December 31, 2018 2019 2020 Tax at federal statutory rate $ (7,170) $ (8,014) $ (10,042) State taxes, net of federal effect 29 28 42 Non-deductible expenses 79 86 67 Stock based compensation 349 931 1,077 Change in valuation allowance 6,692 6,968 8,814 Other 58 37 98 Provision for income taxes $ 37 $ 36 $ 56 The significant components of the Company’s deferred tax assets and liabilities consisted of (in thousands): December 31, 2018 2019 2020 Deferred tax assets: Accruals and reserves $ 1,107 $ 1,412 $ 2,472 Inventory and deferred revenue 1,700 1,210 690 Stock compensation 547 984 1,151 Other 35 307 670 Net operating loss carryforwards 34,130 43,469 53,550 Gross deferred tax assets 37,519 47,382 58,533 Less: valuation allowance (36,900) (46,042) (56,581) Total deferred tax assets 619 1,340 1,952 Deferred tax liabilities: Fixed assets (619) (1,340) (1,952) Gross deferred tax liabilities (619) (1,340) (1,952) Net deferred tax assets $ — $ — $ — Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Net deferred tax assets consist primarily of net operating losses of approximately $53.6 million as of December 31, 2020 related to U.S. federal and state taxes. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset deferred tax assets as of December 31, 2019 and 2020 due to the uncertainty of realizing future benefits from its net operating loss carryforwards and other deferred tax assets. The valuation allowance increased by approximately $9.1 million and $10.5 million in the years ended December 31, 2019 and 2020 respectively. Federal and state net operating loss carryforwards of approximately $172.0 million and $116.9 million for income tax purposes are available to offset future taxable income as of December 31, 2019. Federal and state net operating loss carryforwards of approximately $211.8 million and $146.8 million for income tax purposes are available to offset future taxable income as of December 31, 2020. If not used, these carryforwards will begin to expire in varying amounts beginning in 2030. Federal carryforwards of $103.4 million originating in 2018 do not have an expiration date. Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Depending on the significance of past and future ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be significantly reduced. The Company has not yet performed a Section 382 study to determine the amount of reduction, if any. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. There was no accrued interest and penalties associated with uncertain tax positions as of December 31, 2019 and 2020. The Company’s tax years 2010 through current will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits. The Company is not currently under examination by income tax authorities in federal, state, or other jurisdictions. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 March 31, 2021 2020 Outstanding stock options 22,067,610 19,886,677 Outstanding Class B common stock warrants 138,209 — Restricted stock units 96,426 — Convertible preferred stock — 65,928,261 Outstanding convertible preferred stock warrants — 170,975 Total 22,302,245 85,985,913 | 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): December 31, 2018 2019 2020 Convertible preferred stock 53,378,409 65,928,261 65,970,938 Outstanding stock options 13,636,653 17,984,575 22,774,949 Outstanding convertible preferred stock warrants 107,058 170,975 148,994 Total 67,122,120 84,083,811 88,894,881 Unaudited Pro Forma Net Loss Per Share The following table sets forth the computation of the Company’s unaudited pro forma basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data) assuming the automatic conversion of the convertible preferred stock into common stock and convertible preferred stock warrants into common stock warrants upon consummation of an IPO as if such an event had occurred as of the beginning of the respective period, or the issuance date of the redeemable convertible preferred stock or the convertible preferred stock, if later. Year Ended December 31, 2020 (unaudited) Numerator: Net loss per share attributable to common stockholders $ (47,877) Adjust: change in fair value of convertible preferred stock warrant liability 201 Pro forma net loss $ (47,676) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 11,565,443 Adjust: conversion of convertible preferred stock 65,944,657 Weighted-average shares used in computing pro forma net loss per share, basic and diluted 77,510,100 Pro forma net loss per share, basic and diluted $ (0.62) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In February 2021, the Company amended and restated the loan and security agreement with Western Alliance Bank to reflect all waivers and amendments to date. Subsequently, the Company borrowed an additional $5.0 million for an aggregate 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | The accompanying 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. |
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. | The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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. |
Segments | The Company has one operating segment and one reportable segment as its chief operating decision maker, who is its Chief Executive Officer, reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. All long-lived assets are located in the United States and substantially all revenue is attributed to sellers and buyers based in the United States. | |
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. | The Company follows the two-class method when computing net loss per common share when shares issued meet the definition of participating securities. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. 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.In contemplation of an initial public offering (“IPO”), the Company has presented the unaudited pro forma basic and diluted net loss per share attributable to common stockholders, which has been computed to give effect to the conversion of the convertible preferred stock into shares of common stock. In addition, the numerator in the pro forma basic and diluted net loss per common share calculation has been adjusted to remove the gains or losses resulting from the remeasurement of the convertible preferred stock warrant liability as the convertible preferred stock warrant will be converted to a common stock warrant and the related convertible preferred stock warrant liability will be reclassified to additional paid-in capital upon the completion of an IPO. Additionally, as described in “Stock‑Based Compensation” below, the Company has granted stock options (“IPO Options”) to certain employees and officers that vest upon the satisfaction of both a service‑based vesting condition and a IPO‑related performance vesting condition. Upon completion of the IPO, the Company will recognize stock‑based compensation expense related to the vesting of these options using the accelerated attribution model, with a cumulative catch-up as of the IPO effectiveness date. The unaudited pro forma net loss per share attributable to common stockholders information does not give effect to any stock‑based compensation expense related to such IPO Options. |
Unaudited Pro Forma Balance Sheet | The unaudited pro forma balance sheet information as of December 31, 2020 is presented as though all of the Company’s outstanding shares of convertible preferred stock have been converted into shares of common stock upon the completion of the IPO. In addition, the pro forma balance sheet information assumes the reclassification of the convertible preferred stock warrant liability to additional paid-in capital upon completion of the IPO, as the warrants to purchase convertible preferred stock automatically convert into common stock warrants. The unaudited pro forma balance sheet information does not assume any proceeds from the IPO. Additionally, the unaudited pro forma balance sheet information at December 31, 2020 does not give effect to any stock‑based compensation expense related to the IPO Options. | |
Cash, Cash Equivalents, and Restricted Cash and Cash Equivalents | The Company classifies all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents. Cash and cash equivalents are comprised of bank deposits and money market funds. Restricted cash and cash equivalents primarily consists of letters of credit with financial institutions held as collateral for its facility leases. Restricted cash and cash equivalents is classified noncurrent if the Company expects that the cash will remain restricted for a period greater than one-year. Current restricted cash and cash equivalents is included in other current assets on the consolidated balance sheet. | |
Marketable Securities | The Company’s marketable securities, consisting of short-term debt securities, are classified as available-for-sale and 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 short-term debt securities have maturities greater than 3 months, but less than 12 months from the date of acquisition. The short-term debt 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. No impairment loss has been recorded on the securities as the Company believes that any decrease in fair value of these securities is temporary and expects to recover up to, or beyond, the initial cost of investment for these securities. | |
Concentration of Credit Risks | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, such amounts may exceed federally insured limits. The Company reduces credit risk by placing its cash with major credit-worthy financial institutions within the United States. The Company’s money market investment account (recognized as cash and cash equivalents) is with what the Company believes to be a high-quality issuer. The Company has never experienced any losses related to these balances. | |
Accounts Receivable, Net | Accounts receivable consists of amounts due from payment processors and trade customers that do not bear interest. The Company records an allowance for doubtful accounts for estimated losses inherent in its trade accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, the financial condition of the customer, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company does not have any off-balance sheet credit exposure related to its customers. | |
Inventory, Net | Inventories, consisting of merchandise that the Company has purchased and holds title, are accounted for using the specific identification method, and are valued at the lower of cost and net realizable value. The cost of inventory is equal to the cost of the merchandise paid to the seller and related inbound shipping costs. Inventory valuation requires the Company to make judgments based on currently available information about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. The Company records an inventory write-down based on the age of the inventory and historical experience of expected sell-through. | |
Property and Equipment, Net | Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. | |
Internal-Use Software | The Company capitalizes qualifying proprietary software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and placed in service for its intended use. Capitalization ceases when the software is substantially complete and ready for its intended use including the completion of all significant testing. Costs related to preliminary project activities and post implementation operating activities are expensed as incurred. | |
Impairment of Long-Lived Assets | The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is equal to the excess of the fair value over the carrying amount of the impaired assets. | |
Asset Retirement Obligations | The Company records asset retirement obligations (AROs) for the estimated cost of restoring its automated warehouse facilities to the specific condition required per the terms of its lease agreement, upon termination of the lease. AROs represent the present value of the expected costs and timing of the related obligations incurred. The ARO assets and liabilities are recorded in property and equipment within the machinery and equipment line item and other non-current liabilities in the consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining estimated duration of the lease including renewal periods that are included in the lease life. Accretion expense is recorded in operations, product and technology expense in the consolidated statement of operations using accretion rates based on credit adjusted risk-free interest rates. | |
Convertible Preferred Stock Warrant Liability | The Company issued convertible preferred stock warrants in conjunction with the issuance of long-term debt. Such warrants are recorded within other non-current liabilities on the consolidated balance sheet at their estimated fair value primarily because the shares underlying the warrants contain contingent redemption features outside the control of the Company. The warrants are subject to re-measurement at each balance sheet date and the change in fair value, if any, is included in other income, net. The Company will continue to remeasure these warrants until the earlier of the expiration or exercise of the convertible preferred stock warrants. In connection with an IPO, the outstanding convertible preferred stock warrants will automatically convert to common stock warrants. | |
Leases | Effective January 1, 2020, the Company adopted Accounting Standard Codification Topic 842, Leases (“ASC 842”), using the optional transition method and applied the standard only to leases that existed at that date. Under the optional transition method, the Company does not need to restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 1, 2020 in accordance with ASC 840. The Company has elected the package of practical expedients allowed under ASC 842, which permits the Company to account for its existing operating leases as operating leases under the new guidance, without reassessing the Company’s prior conclusions about lease identification, lease classification and initial direct cost. As a result of the adoption of the new lease accounting guidance, on January 1, 2020, the Company recognized a cumulative-effect adjustment to beginning accumulated deficit of $0.6 million, a right-of-use (“ROU”) asset of $18.5 million, a lease liability of $19.8 million and derecognized the deferred rent liability of $0.7 million. A cumulative-effect adjustment to beginning accumulated deficit was required due to the election of the hindsight practical expedient which adjusted the terms of various lease arrangements. Under ASC 842, the Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its existing credit arrangements, term of the lease, total lease payments and adjust for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Lease costs for the Company's operating leases are recognized on a straight-line basis within operating expenses over the lease term. | |
Seller Payable | Seller payable includes amounts owed to sellers upon the purchase of sellers’ goods by the Company or by buyers. Amounts are initially provided as a credit to sellers. These credits may be applied towards purchases from the Company, converted to third-party retailer or thredUP gift cards or redeemed for cash. | |
Gift Cards and Site Credits, Revenue Recognition | As of 2018, the Company sells thredUP gift cards in retail stores, and beginning in late 2019, on its e-commerce website. Additionally, seller credits and site credits can be converted to thredUP gift cards. thredUP gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer.The Company issues site credits for various reasons. Site credits can be applied towards future charges but cannot be converted into cash. Site credits, like seller credits may also be converted to thredUP gift cards after one year at the discretion of the Company. These credits are recognized as revenue when used, converted, or expired.Revenue is recognized in accordance with Accounting Standards Topic 606 (ASC 606). Under ASC 606, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive for those goods and services. The Company generates the majority of its revenue from its marketplace, which allows its buyers to browse and purchase resale items for women’s and kids’ apparel, shoes and accessories. The Company also sells items in its retail stores, through its third-party retail partners and in goody boxes offered through its marketplace. A goody box is a collection of items selected by a thredUP stylist from which the customer can choose to purchase or return. The Company recognizes revenue through the following steps: (1) identification of the contract, or contracts, with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, it satisfies a performance obligation. Both buyers and sellers may be customers in the Company’s revenue arrangements. Sellers are the primary customer in a consignment arrangement while the buyer is the primary customer in sale of Company-owned inventory, referred to as product sales. A contract with a customer exists in both cases when the end-customer purchases the goods obligating the Company to deliver the identified performance obligation(s). Generally, the Company requires authorization from a credit card or other payment method (such as PayPal), or verification of receipt of payment, before the products are shipped to buyers. The Company generally receives payments from buyers before payments to the sellers are due. Consignment Revenue The Company generates consignment revenue from the sale of secondhand women’s and kids’ apparel, shoes and accessories on behalf of sellers. The Company retains a percentage of the proceeds received as payment for its consignment service. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from the buyer. Title to the consigned goods remain with the consignor until transferred to the buyer, which occurs subsequent to purchase of the consigned goods and upon expiration of the allotted return period. The Company does not take title of consigned goods at any time except in certain cases where the consignment window expires or returned goods become Company-owned inventory. Consignment revenue is recognized upon purchase of the consigned good by the buyer as its performance obligation of providing consignment services to the consignor is satisfied at that point. Consignment revenue is recognized net of seller payouts, discounts, incentives and returns. Sales tax assessed by governmental authorities is excluded from revenue. Product Revenue The Company recognizes product revenue on a gross basis as the Company acts as the principal in the transaction. Online sales and sales to third-party retail partners are recognized upon shipment of the purchased good to the buyer. Sales at retail stores are recognized upon checkout and sales of accepted items from goody boxes are recognized upon acceptance, which generally occurs at the same time as payment. Product revenue is recognized net of discounts, incentives and returns. Sales tax assessed by governmental authorities is excluded from revenue. Shipping Fees The Company charges shipping fees to buyers, which are included in revenue. All outbound shipping costs are accounted for in cost of revenue at the time revenue is recognized. Returns The Company generally has a 14-day return period which may change from time to time and recognizes a returns reserve, based on historical experience, which is recorded in accrued and other current liabilities on the consolidated balance sheet. Incentives Incentives include website discounts and customer credits issued to sellers and buyers. Incentives are treated as a reduction of product revenue and consignment revenue. | |
Deferred Offering Costs | Deferred offering costs, consisting of legal, accounting and filing fees relating to an IPO, are capitalized. The deferred offering costs will be offset against offering proceeds upon the completion of the offering. In the event the offering is terminated or delayed, deferred offering costs will be expensed. | |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income on the years in which those temporary differences are expected to be recovered and settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. | |
Cost of Revenue | Cost of consignment revenue consists of outbound shipping, outbound labor and packaging costs. Cost of product revenue consists of the inventory cost, inbound shipping related to the sold merchandise, outbound shipping, outbound labor, packaging costs, and inventory write-downs. | |
Operations, Product and Technology | Operations, product and technology expenses consist primarily of distribution center operating costs and product and technology expenses. Distribution center operating costs include personnel costs, distribution center rent, maintenance and equipment depreciation as well as inbound shipping costs, other than those capitalized in inventory. Product and technology costs include personnel costs for the design and development of product and the related technology that is used to operate the distribution centers, merchandise science, website development and related expenses for these departments. Operations, product and technology expenses also include an allocation of corporate facilities and information technology costs including equipment, depreciation and rent. | |
Marketing | Marketing costs consist primarily of advertising, public relations expenditures, and personnel costs for employees engaged in marketing. Marketing costs also include an allocation of corporate facilities and information technology costs including equipment, depreciation and rent.Advertising and other promotional costs included in the marketing line item on the consolidated statement of operations are expensed as incurred | |
Selling, General and Administrative | Sales, general and administrative expenses consist of personnel costs for employees involved in general corporate functions, including accounting, finance, tax, legal, and people services; customer service; and retail stores. Sales, general and administrative also includes payment processing fees, professional fees and allocation of corporate facilities and information technology costs such as equipment, depreciation and rent. | |
Stock-Based Compensation | Effective January 1, 2020, the Company adopted ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The adoption of this standard did not have material impact on the results of operations. After adoption, stock-based compensation cost for all employee, non-employee consultant and director share-based awards are measured at fair value on the grant date using the Black-Scholes option pricing model and recognized as expense over the requisite service period or over the period in which the related services are received (generally the vesting period), using the straight-line method. The Company accounts for forfeitures as they occur. The determination of fair value for share-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding subjective variables. The Company has granted stock options to certain employees and officers which vest upon the satisfaction of both a service‑based vesting condition and a IPO‑related performance condition. The liquidity event‑related performance condition is viewed as a performance‑based criterion for which the achievement of such liquidity event is not deemed probable for accounting purposes until the event occurs. The Company will recognize stock‑based compensation expense using the accelerated attribution method in the quarter in which such event occurs. | |
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. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | 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 guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its results of operations. In August 2018, the 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 amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard is effective for fiscal years beginning after December 15, 2020, and interim periods in fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its results of operations. |
Fair Value Measurement | The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. | The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2021 2020 Cash and cash equivalents $ 246,514 $ 64,485 Restricted cash and cash equivalents, current and non-current 3,054 3,054 Total cash, cash equivalents and restricted cash and cash equivalents $ 249,568 $ 67,539 | The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows (in thousands): Year ended December 31, 2018 2019 2020 Cash and cash equivalents $ 6,648 $ 85,633 $ 64,485 Restricted cash, current — 304 364 Restricted cash and cash equivalents, non-current 1,367 1,916 2,690 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statements of cash flows $ 8,015 $ 87,853 $ 67,539 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2021 2020 Cash and cash equivalents $ 246,514 $ 64,485 Restricted cash and cash equivalents, current and non-current 3,054 3,054 Total cash, cash equivalents and restricted cash and cash equivalents $ 249,568 $ 67,539 | The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows (in thousands): Year ended December 31, 2018 2019 2020 Cash and cash equivalents $ 6,648 $ 85,633 $ 64,485 Restricted cash, current — 304 364 Restricted cash and cash equivalents, non-current 1,367 1,916 2,690 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statements of cash flows $ 8,015 $ 87,853 $ 67,539 |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): March 31, December 31, 2021 2020 Property and equipment $ 59,283 $ 55,221 Less: accumulated depreciation and amortization (15,721) (14,090) Property and equipment, net $ 43,562 $ 41,131 | The estimated useful lives of the Company’s property and equipment are as follows: Machinery and equipment 4-10 years Internal-use software 1-3 years Leasehold improvements Shorter of lease term or estimated useful life Computers and software 3 years Furniture and fixtures 5 years Property and equipment, net consists of the following (in thousands): December 31, 2019 2020 Machinery and equipment $ 24,021 $ 35,254 Internal-use software 3,442 4,764 Leasehold improvements 2,184 4,459 Computers and software 2,031 3,677 Furniture and fixtures 267 519 Construction in progress 3,852 6,548 35,797 55,221 Less: accumulated depreciation and amortization (9,744) (14,090) Property and equipment, net $ 26,053 $ 41,131 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Financial Instruments Measured at Fair Value | The following tables provide the financial instruments measured at fair value for each of the respective periods (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 224,268 $ — $ — $ 224,268 Total cash equivalents $ 224,268 $ — $ — $ 224,268 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 43,460 $ — $ — $ 43,460 Total cash equivalents $ 43,460 $ — $ — $ 43,460 Liabilities Convertible preferred stock warrant liability $ — $ — $ 805 $ 805 Total liabilities $ — $ — $ 805 $ 805 | The following tables provide the financial instruments measured at fair value for each of the respective periods (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 75,693 $ — $ — $ 75,693 Total cash equivalents $ 75,693 $ — $ — $ 75,693 Liabilities Convertible preferred stock warrant liability $ — $ — $ 548 $ 548 Total liabilities $ — $ — $ 548 $ 548 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 43,460 $ — $ — $ 43,460 Total cash equivalents $ 43,460 $ — $ — $ 43,460 Liabilities Convertible preferred stock warrant liability $ — $ — $ 805 $ 805 Total liabilities $ — $ — $ 805 $ 805 |
Schedule of Rollforward of the Fair Value of Level 3 Liabilities | The following table presents a rollforward of the fair value of the level 3 liabilities recorded at fair value (in thousands): Convertible Preferred Stock Balance as of December 31, 2018 $ 295 Issuance of series E-1 preferred stock warrants 247 Changes in estimated fair value 6 Balance as of December 31, 2019 548 Changes in estimated fair value 201 Incremental fair value due to the modification of the series E-1 preferred stock warrant 10 Issuance of series F preferred stock warrant 34 Issuance of series E-1 preferred stock warrant 148 Exercise of series C preferred stock warrant (136) Balance as of December 31, 2020 $ 805 | |
Fair Value Measurement Inputs and Valuation Techniques | The key assumptions used in the Black-Scholes option-pricing model for the valuation of the convertible preferred stock warrant liabilities upon remeasurement were as follows: Year Ended December 31, 2019 2020 Expected remaining term (in years) 0.6 – 9.1 4.1-9.4 Expected volatility 47.6% – 60.2% 47.9%-52.4% Average risk-free rate 1.60% – 1.89% 0.27%-0.88% Dividend yield 0% 0% |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): March 31, December 31, 2021 2020 Property and equipment $ 59,283 $ 55,221 Less: accumulated depreciation and amortization (15,721) (14,090) Property and equipment, net $ 43,562 $ 41,131 | The estimated useful lives of the Company’s property and equipment are as follows: Machinery and equipment 4-10 years Internal-use software 1-3 years Leasehold improvements Shorter of lease term or estimated useful life Computers and software 3 years Furniture and fixtures 5 years Property and equipment, net consists of the following (in thousands): December 31, 2019 2020 Machinery and equipment $ 24,021 $ 35,254 Internal-use software 3,442 4,764 Leasehold improvements 2,184 4,459 Computers and software 2,031 3,677 Furniture and fixtures 267 519 Construction in progress 3,852 6,548 35,797 55,221 Less: accumulated depreciation and amortization (9,744) (14,090) Property and equipment, net $ 26,053 $ 41,131 |
Other Balance Sheet Details (Ta
Other Balance Sheet Details (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Other Current Assets | Other current assets consist of the following (in thousands): December 31, 2019 2020 Deferred offering costs $ — $ 2,606 Non-trade receivables 830 872 Prepaid software expense 436 482 Restricted cash, current 304 364 Prepaid rent 67 30 Other prepaid expenses 1,201 978 $ 2,838 $ 5,332 | |
Schedule of Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Gift card and site credit liabilities $ 9,633 $ 9,362 Deferred revenue 4,949 5,094 Allowance for returns 4,604 3,389 Accrued taxes 4,595 4,594 Accrued compensation 4,409 3,443 Accrued vendor liabilities 4,288 3,407 Accrued marketing 3,976 1,648 Accrued other 1,266 1,604 $ 37,720 $ 32,541 | Accrued and other current liabilities consist of the following (in thousands): 2019 2020 Gift card and site credit liabilities $ 8,244 $ 9,362 Deferred revenue 1,862 5,094 Accrued taxes 4,012 4,594 Accrued compensation 2,955 3,443 Accrued vendor liabilities 2,784 3,407 Allowance for returns 3,094 3,389 Accrued marketing 1,891 1,648 Deferred rent 263 — Accrued other 1,114 1,604 $ 26,219 $ 32,541 |
Lease Agreements (Tables)
Lease Agreements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Schedule of Future Minimum Lease Payments | Future minimum lease payments for operating leases as of December 31, 2019, prior to our adoption of the new leases standard, were as follows (in thousands): Operating Leases 2020 $ 4,695 2021 4,274 2022 3,811 2023 3,782 2024 3,413 Thereafter 3,678 Total future minimum payments $ 23,653 | |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows as of March 31, 2021 (in thousands): Amount Remainder of 2021 $ 3,456 2022 4,519 2023 4,508 2024 4,156 2025 2,760 Thereafter 12,292 Total lease payments 31,691 Less: imputed interest 7,785 Total lease liabilities 23,906 Less: current lease liabilities 3,095 Total non-current lease liabilities $ 20,811 | Maturities of operating lease liabilities (under current guidance) were as follows as of December 31, 2020 (in thousands): December 31 2021 $ 5,168 2022 4,519 2023 4,508 2024 4,156 2025 2,760 Thereafter 12,292 Total lease payments 33,403 Less: imputed interest 8,186 Total lease liabilities 25,217 Less: current lease liabilities 3,643 Total non-current lease liabilities $ 21,574 |
Components of Lease Cost | The components of lease cost were as follows (in thousands): December 31, 2020 Operating Lease Cost Fixed Cost $ 5,568 Short-Term Lease Cost 58 Variable Lease Cost (1) 1,197 Total Operating Lease Cost (2) $ 6,823 ________________ (1) Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. Variable lease payments include non-lease components such as common area maintenance fees. (2) The majority of lease costs are reflected in the Consolidated Statement of Operations within Operations, product and technology and Sales, general and administrative expense. Other information related to leases was as follows (in thousands): December 31, 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,365 The following table represents the weighted-average remaining lease term and discount rate for the period: December 31, 2020 Operating Leases Weighted average remaining lease term (years) 7.8 Weighted average discount rate 6.7 % |
Long-term Debt and Convertibl_2
Long-term Debt and Convertible Preferred Stock Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Maturities of Long-term Debt | The maturities of the loan agreement as of March 31, 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 944 Less: current portion of long-term debt 5,736 Noncurrent portion of long-term debt $ 33,320 | The maturities of the loan agreement as of December 31, 2020 are as follows (in thousands): Amount 2021 $ 3,500 2022 7,000 2023 7,000 2024 17,500 Thereafter — Total future principal and success fee payments 35,000 Less: unamortized debt discount and success fee 540 Less: current portion of long-term debt 3,270 Noncurrent portion of long-term debt $ 31,190 |
Schedule of Stockholders' Equity Note, Warrants or Rights | 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 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Preferred Stock | The Company’s preferred stock authorized, issued and outstanding, the aggregate liquidation preferences, including dividends that would be due if and when declared by the board of directors are as follows (in thousands, except share): December 31, 2019 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A 1,051,540 1,051,540 $ 245 $ 245 Series A-1 5,475,700 5,475,700 1,452 1,473 Series B 7,511,886 7,511,886 6,879 6,950 Series C 9,725,945 9,645,651 14,390 14,415 Series D 11,072,579 11,045,815 24,929 25,000 Series E 12,943,216 12,943,216 80,866 81,000 Series E-1 5,768,518 5,704,601 35,633 35,700 Series F 14,526,649 12,549,852 82,511 86,392 Total 68,076,033 65,928,261 $ 246,905 $ 251,175 December 31, 2020 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A 1,051,540 1,051,540 $ 245 $ 245 Series A-1 5,475,700 5,475,700 1,452 1,473 Series B 7,511,886 7,511,886 6,879 6,950 Series C 9,725,945 9,688,328 14,526 14,479 Series D 11,072,579 11,045,815 24,929 25,000 Series E 12,943,216 12,943,216 80,866 81,000 Series E-1 5,832,443 5,704,601 35,633 35,700 Series F 14,526,649 12,549,852 82,511 86,392 Total 68,139,958 65,970,938 $ 247,041 $ 251,239 |
Common Stock and Common Stock_2
Common Stock and Common Stock Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 March 31, 2021. As of March 31, 2021 Authorized Issued and Outstanding Common stock Class A 1,000,000,000 13,800,000 Common stock Class B 120,000,000 80,343,694 Total common stock 1,120,000,000 94,143,694 | The Company had reserved shares of common stock for issuance, on an as-converted basis, as follows: December 31, 2020 2019 2020 Convertible preferred stock outstanding 65,928,261 65,970,938 Options issued and outstanding 17,984,575 22,774,949 Shares available for future stock option issuances 751,514 201,582 Warrants to purchase convertible preferred stock 170,975 148,994 Total 84,835,325 89,096,463 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Fair Value of Stock Option Assumptions | The fair value of stock options granted during the years ended December 31, 2018, 2019 and 2020 was estimated using the following range of assumptions: Year Ended December 31, 2018 2019 2020(1) Expected term (in years) 5.01 – 6.09 5.55 – 6.25 5.00-10.00 Expected volatility 44.2% – 45.1% 45.5% – 47.8% 46.9%-54.9% Average risk-free rate 2.72% – 2.98% 1.52% – 2.44% 0.28%-1.55% Dividend yield — — — ________________ | |
Schedule of Stock Option Activity | Stock option activity under the Plan, as amended is as follows: Options Available for Grant Number of Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Balances at December 31, 2019 751,514 17,984,575 $ 2.05 7.10 $ 20,745 Options authorized 6,482,822 Options granted (7,820,714) 7,820,714 2.35 Options considered granted due to repricing (13,312,076) 13,312,076 2.05 Options cancelled due to repricing 13,312,076 (13,312,076) 2.77 Options exercised (2,242,380) 1.02 Options forfeited and expired 787,960 (787,960) 2.43 Balances at December 31, 2020 201,582 22,774,949 $ 1.81 7.36 $ 107,696 Options outstanding and exercisable – December 31, 2020 10,493,574 $ 1.53 5.50 $ 52,554 | |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense by department is as follows (in thousands): Three months ended March 31, 2021 2020 Operations, product and technology $ 1,350 $ 714 Marketing 437 174 Sales, general and administrative 1,711 554 Total stock-based compensation expense $ 3,498 $ 1,442 | Total stock-based compensation expense by department is as follows (in thousands): Year Ended December 31, 2018 2019 2020 Operations, product and technology $ 1,187 $ 3,877 $ 3,739 Marketing 204 1,018 1,067 Sales, general and administrative 928 2,783 2,530 Total stock-based compensation expense $ 2,319 $ 7,678 $ 7,336 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments | As of December 31, 2020, the future minimum payments under these arrangements were as follows (in thousands): Purchase Commitments (1) 2021 $ 7,416 2022 1,234 2023 1,200 Thereafter — Total future minimum payments $ 9,850 _______________ (1) Noncancellable purchase commitments primarily consists of $3.6 million for Amazon Web Services and $5.6 million related to the Company’s distribution centers. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the Federal statutory income tax provision for the Company’s effective income tax provision (in thousands): Year Ended December 31, 2018 2019 2020 Tax at federal statutory rate $ (7,170) $ (8,014) $ (10,042) State taxes, net of federal effect 29 28 42 Non-deductible expenses 79 86 67 Stock based compensation 349 931 1,077 Change in valuation allowance 6,692 6,968 8,814 Other 58 37 98 Provision for income taxes $ 37 $ 36 $ 56 |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities consisted of (in thousands): December 31, 2018 2019 2020 Deferred tax assets: Accruals and reserves $ 1,107 $ 1,412 $ 2,472 Inventory and deferred revenue 1,700 1,210 690 Stock compensation 547 984 1,151 Other 35 307 670 Net operating loss carryforwards 34,130 43,469 53,550 Gross deferred tax assets 37,519 47,382 58,533 Less: valuation allowance (36,900) (46,042) (56,581) Total deferred tax assets 619 1,340 1,952 Deferred tax liabilities: Fixed assets (619) (1,340) (1,952) Gross deferred tax liabilities (619) (1,340) (1,952) Net deferred tax assets $ — $ — $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 March 31, 2021 2020 Outstanding stock options 22,067,610 19,886,677 Outstanding Class B common stock warrants 138,209 — Restricted stock units 96,426 — Convertible preferred stock — 65,928,261 Outstanding convertible preferred stock warrants — 170,975 Total 22,302,245 85,985,913 | 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): December 31, 2018 2019 2020 Convertible preferred stock 53,378,409 65,928,261 65,970,938 Outstanding stock options 13,636,653 17,984,575 22,774,949 Outstanding convertible preferred stock warrants 107,058 170,975 148,994 Total 67,122,120 84,083,811 88,894,881 |
Schedule of Earnings Per Share | The following table sets forth the computation of the Company’s unaudited pro forma basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data) assuming the automatic conversion of the convertible preferred stock into common stock and convertible preferred stock warrants into common stock warrants upon consummation of an IPO as if such an event had occurred as of the beginning of the respective period, or the issuance date of the redeemable convertible preferred stock or the convertible preferred stock, if later. Year Ended December 31, 2020 (unaudited) Numerator: Net loss per share attributable to common stockholders $ (47,877) Adjust: change in fair value of convertible preferred stock warrant liability 201 Pro forma net loss $ (47,676) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 11,565,443 Adjust: conversion of convertible preferred stock 65,944,657 Weighted-average shares used in computing pro forma net loss per share, basic and diluted 77,510,100 Pro forma net loss per share, basic and diluted $ (0.62) |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 26, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 100,000,000 | ||
Shares authorized (in shares) | 100,000,000 | 100,000,000 | 68,139,958 | 68,076,033 | |
Warrants outstanding (in shares) | 164,973 | 148,994 | |||
Class B Common Stock Warrant | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 164,973 | 138,209 | 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) | 26,764 | ||||
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) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2020USD ($) | Dec. 31, 2017USD ($) | |
Revenue from External Customer [Line Items] | |||||||
Number of operating segments | segment | 1 | ||||||
Number of reportable segments | segment | 1 | ||||||
Restricted cash and cash equivalents, non-current | $ 2,700,000 | $ 2,690,000 | $ 1,916,000 | $ 1,367,000 | |||
Impairments of long-lived assets | 0 | 0 | |||||
Accumulated deficit | (191,427,000) | $ 195,569,000 | 222,177,000 | 183,241,000 | 153,446,000 | $ 121,523,000 | |
Right-of-use asset | 22,338,000 | 23,656,000 | 0 | ||||
Lease liability | 23,906,000 | 25,217,000 | |||||
Deferred revenue | 9,633,000 | $ 9,362,000 | 8,244,000 | ||||
Conversion period | 1 year | ||||||
Deferred offering costs | $ 2,606,000 | 0 | |||||
Return period | 14 days | ||||||
Revenue recognition period | 1 year | ||||||
Loyalty point expiration period | 12 months | ||||||
Research and development costs | $ 20,700,000 | 19,000,000 | 13,100,000 | ||||
Advertising expense | 38,400,000 | 39,200,000 | 23,000,000 | ||||
Transferred at Point in Time | |||||||
Revenue from External Customer [Line Items] | |||||||
Deferred revenue | 900,000 | 1,200,000 | |||||
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent | |||||||
Revenue from External Customer [Line Items] | |||||||
Other comprehensive losses | 0 | (2,000) | |||||
Reclassified debt securities | 2,000 | ||||||
Accumulated Deficit | |||||||
Revenue from External Customer [Line Items] | |||||||
Accumulated deficit | 268,338,000 | 217,505,000 | 252,167,000 | 203,725,000 | $ 165,528,000 | $ 128,042,000 | |
ASC 842 adoption (eff. January 1, 2020) | |||||||
Revenue from External Customer [Line Items] | |||||||
Right-of-use asset | $ 18,500,000 | ||||||
Lease liability | 19,800,000 | ||||||
Deferred rent liability | 700,000 | ||||||
ASC842 Adoption (eff. January 1, 2020) | |||||||
Revenue from External Customer [Line Items] | |||||||
Accumulated deficit | 565,000 | ||||||
ASC842 Adoption (eff. January 1, 2020) | Accumulated Deficit | |||||||
Revenue from External Customer [Line Items] | |||||||
Accumulated deficit | 565,000 | $ 600,000 | |||||
Gift Card | |||||||
Revenue from External Customer [Line Items] | |||||||
Deferred revenue | 6,200,000 | 4,100,000 | |||||
Revenue recognized | 600,000 | 100,000 | |||||
Site Credit | |||||||
Revenue from External Customer [Line Items] | |||||||
Deferred revenue | 3,200,000 | 4,100,000 | |||||
Loyalty Program | |||||||
Revenue from External Customer [Line Items] | |||||||
Revenue recognized | $ 3,300,000 | $ 200,000 | |||||
Deferred revenue recognized | 6,600,000 | 100,000 | |||||
Loyalty Program | Transferred over Time | |||||||
Revenue from External Customer [Line Items] | |||||||
Deferred revenue | $ 4,100,000 | $ 600,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 246,514 | $ 64,485 | $ 85,633 | $ 6,648 | ||
Restricted cash, current | 364 | 304 | 0 | |||
Restricted cash and cash equivalents, non-current | 2,700 | 2,690 | 1,916 | 1,367 | ||
Restricted cash and cash equivalents, current and non-current | 3,054 | 3,054 | ||||
Total cash, cash equivalents and restricted cash and cash equivalents | $ 249,568 | $ 67,539 | $ 73,293 | $ 87,853 | $ 8,015 | $ 13,551 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 4 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Internal-use software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 1 year |
Internal-use software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computers and software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | |||
Convertible preferred stock warrant liability | $ 800 | $ 500 | |
Fair Value, Recurring | |||
Cash equivalents: | |||
Total cash equivalents | $ 224,268 | 43,460 | 75,693 |
Liabilities | |||
Convertible preferred stock warrant liability | 805 | 548 | |
Total liabilities | 805 | 548 | |
Fair Value, Recurring | Money market fund | |||
Cash equivalents: | |||
Total cash equivalents | 224,268 | 43,460 | 75,693 |
Fair Value, Recurring | Level 1 | |||
Cash equivalents: | |||
Total cash equivalents | 224,268 | 43,460 | 75,693 |
Liabilities | |||
Convertible preferred stock warrant liability | 0 | 0 | |
Total liabilities | 0 | 0 | |
Fair Value, Recurring | Level 1 | Money market fund | |||
Cash equivalents: | |||
Total cash equivalents | 224,268 | 43,460 | 75,693 |
Fair Value, Recurring | Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | 0 |
Liabilities | |||
Convertible preferred stock warrant liability | 0 | 0 | |
Total liabilities | 0 | 0 | |
Fair Value, Recurring | Level 2 | Money market fund | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | 0 |
Fair Value, Recurring | Level 3 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | 0 |
Liabilities | |||
Convertible preferred stock warrant liability | 805 | 548 | |
Total liabilities | 805 | 548 | |
Fair Value, Recurring | Level 3 | Money market fund | |||
Cash equivalents: | |||
Total cash equivalents | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Roll
Fair Value Measurements - Roll Forward of the Fair Value of the Level 3 Liabilities Recorded at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 548 | $ 295 |
Issuance of preferred stock warrants | 247 | |
Changes in estimated fair value | 201 | 6 |
Exercise of series C preferred stock warrant | (136) | |
Ending balance | 805 | $ 548 |
Series E-1 Preferred Stock Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of preferred stock warrants | 148 | |
Changes in estimated fair value | 10 | |
Series F Preferred Stock Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of preferred stock warrants | $ 34 |
Fair Value Measurements - Key A
Fair Value Measurements - Key Assumptions Used for the Valuation of the Convertible Preferred Stock Warrant Liabilities (Details) - Fair Value, Recurring - Option Pricing Model | Dec. 31, 2020 | Dec. 31, 2019 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible preferred stock warrants, measurement input | 0 | 0 |
Minimum | Expected remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible preferred stock warrants, measurement input | 4.1 | 0.6 |
Minimum | Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible preferred stock warrants, measurement input | 0.479 | 0.476 |
Minimum | Average risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible preferred stock warrants, measurement input | 0.0027 | 0.0160 |
Maximum | Expected remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible preferred stock warrants, measurement input | 9.4 | 9.1 |
Maximum | Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible preferred stock warrants, measurement input | 0.524 | 0.602 |
Maximum | Average risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible preferred stock warrants, measurement input | 0.0088 | 0.0189 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 59,283 | $ 55,221 | $ 35,797 |
Less: accumulated depreciation and amortization | (15,721) | (14,090) | (9,744) |
Property and equipment, net | $ 43,562 | 41,131 | 26,053 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 35,254 | 24,021 | |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 4,764 | 3,442 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 4,459 | 2,184 | |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 3,677 | 2,031 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 519 | 267 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 6,548 | $ 3,852 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Capitalized internal-use software | $ 0.5 | $ 0.3 | $ 1.4 | $ 0.7 |
Interest costs capitalized | 0.1 | 0.1 | 0.4 | 0 |
Interest costs | 0.6 | 0.3 | 1.7 | 1.4 |
Depreciation | $ 2 | $ 1.2 | $ 5.6 | $ 4.3 |
Other Balance Sheet Details - O
Other Balance Sheet Details - Other Current Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Deferred offering costs | $ 2,606,000 | $ 0 | ||
Non-trade receivables | 872,000 | 830,000 | ||
Prepaid software expense | 482,000 | 436,000 | ||
Restricted cash, current | 364,000 | 304,000 | $ 0 | |
Prepaid rent | 30,000 | 67,000 | ||
Other prepaid expenses | 978,000 | 1,201,000 | ||
Total | $ 3,168,000 | $ 5,332,000 | $ 2,838,000 |
Other Balance Sheet Details - A
Other Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Gift card and site credit liabilities | $ 9,633 | $ 9,362 | $ 8,244 |
Deferred revenue | 4,949 | 5,094 | 1,862 |
Accrued taxes | 4,595 | 4,594 | 4,012 |
Accrued compensation | 4,409 | 3,443 | 2,955 |
Accrued vendor liabilities | 4,288 | 3,407 | 2,784 |
Allowance for returns | 4,604 | 3,389 | 3,094 |
Accrued marketing | 3,976 | 1,648 | 1,891 |
Deferred rent | 0 | 263 | |
Accrued other | 1,266 | 1,604 | 1,114 |
Total | $ 37,720 | $ 32,541 | $ 26,219 |
Lease Agreements - Narrative (D
Lease Agreements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Rent expense for operating leases | $ 4,400 | $ 4,200 | |||
Deferred rent | 263 | $ 0 | |||
Operating lease expense | $ 2,100 | $ 1,400 | |||
Building | |||||
Lessee, Lease, Description [Line Items] | |||||
Security deposits | 200 | 300 | |||
Letters of credits | $ 2,200 | $ 3,100 | |||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 12 months | ||||
Extended lease term | 12 months | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 146 months | ||||
Extended lease term | 120 months |
Lease Agreements - Future Minim
Lease Agreements - Future Minimum Lease Payments Under Topic 840 Guidance (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 4,695 |
2021 | 4,274 |
2022 | 3,811 |
2023 | 3,782 |
2024 | 3,413 |
Thereafter | 3,678 |
Total future minimum payments | $ 23,653 |
Lease Agreements - Maturities o
Lease Agreements - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
Remainder of 2021 | $ 3,456 | ||
2022 | 4,519 | $ 5,168 | |
2023 | 4,508 | 4,519 | |
2024 | 4,156 | 4,508 | |
2025 | 2,760 | 4,156 | |
2025 | 2,760 | ||
Thereafter | 12,292 | ||
Thereafter | 12,292 | ||
Total lease payments | 31,691 | 33,403 | |
Less: imputed interest | 7,785 | 8,186 | |
Total lease liabilities | 23,906 | 25,217 | |
Less: current lease liabilities | 3,095 | 3,643 | $ 0 |
Total non-current lease liabilities | $ 20,811 | $ 21,574 | $ 0 |
Lease Agreements - Lease Cost (
Lease Agreements - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Operating Lease Cost | |
Fixed Cost | $ 5,568 |
Short-Term Lease Cost | 58 |
Variable Lease Cost | 1,197 |
Total Operating Lease Cost | $ 6,823 |
Lease Agreements - Supplemental
Lease Agreements - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 5,365 |
Lease Agreements - Weighted-Ave
Lease Agreements - Weighted-Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2020 |
Operating Leases | |
Weighted average remaining lease term (years) | 7 years 9 months 18 days |
Weighted average discount rate | 6.70% |
Long-term Debt and Convertibl_3
Long-term Debt and Convertible Preferred Stock Warrants - Loan Narrative (Details) - USD ($) | 1 Months Ended | ||||||||
Feb. 28, 2021 | Nov. 30, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Feb. 28, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||
Principal outstanding | $ 40,000,000 | $ 35,000,000 | |||||||
Series E-1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants converted (in shares) | 15,979 | 111,854 | |||||||
Term Loan | Series E-1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants converted (in shares) | 15,979 | ||||||||
Percent of additional advance amount drawn | 2.00% | 2.00% | 2.00% | ||||||
Term Loan | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 40,000,000 | $ 40,000,000 | $ 30,000,000 | $ 40,000,000 | |||||
Borrowed amount | 5,000,000 | 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 3,600,000 | 20,000,000 | |||
Principal outstanding | $ 40,000,000 | 35,000,000 | $ 17,600,000 | ||||||
Stated interest rate | 5.75% | 5.75% | 5.75% | ||||||
Term | 34 months | ||||||||
Payment collection term | 60 months | ||||||||
Success fee | 1.00% | ||||||||
Additional borrowing amount | $ 10,000,000 | ||||||||
Equity or convertible debt to be raised | $ 50,000,000 | ||||||||
Effective interest rate | 6.84% | 6.86% | |||||||
Term Loan | Medium-term Notes | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread rate | 1.50% | ||||||||
Silicon Valley Bank Term Loan | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Settlement amount | 8,800,000 | ||||||||
Debt issuance costs | 300,000 | ||||||||
Extinguishment loss | $ 400,000 |
Long-term Debt and Convertibl_4
Long-term Debt and Convertible Preferred Stock Warrants - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||
Remainder of 2021 | $ 4,000 | ||
2022 | 8,000 | $ 3,500 | |
2023 | 8,000 | 7,000 | |
2024 | 20,000 | 7,000 | |
2024 | 17,500 | ||
Thereafter | 0 | ||
Thereafter | 0 | ||
Total future principal | 40,000 | 35,000 | |
Less: unamortized debt discount | 944 | 540 | |
Less: current portion of long-term debt | 5,736 | 3,270 | $ 2,740 |
Noncurrent portion of long-term debt | $ 33,320 | $ 31,190 | $ 14,544 |
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 |
Long-term Debt and Convertibl_6
Long-term Debt and Convertible Preferred Stock Warrants - Warrants Issued Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Feb. 28, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Feb. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Dec. 31, 2015 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||||||||||||||
Issuance of convertible preferred stock (in shares) | 42,677 | 12,549,852 | 5,704,601 | ||||||||||||
Convertible preferred stock warrant liability | $ 800,000 | $ 500,000 | |||||||||||||
Warrants outstanding (in shares) | 148,994 | 164,973 | |||||||||||||
Series C | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants converted (in shares) | 80,294 | ||||||||||||||
Issuance of convertible preferred stock (in shares) | 42,677 | ||||||||||||||
Series D | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants converted (in shares) | 26,764 | ||||||||||||||
Series E-1 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants converted (in shares) | 15,979 | 111,854 | |||||||||||||
Warrant term | 10 years | ||||||||||||||
Exercise price (in dollars per share) | $ 6.2581 | ||||||||||||||
Series F | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants converted (in shares) | 10,376 | ||||||||||||||
Class B Common Stock Warrant | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants outstanding (in shares) | 138,209 | 164,973 | 164,973 | ||||||||||||
Term Loan | Series E-1 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants converted (in shares) | 15,979 | ||||||||||||||
Percent of additional advance amount drawn | 2.00% | 2.00% | 2.00% | ||||||||||||
Amount drawn (up to) | $ 800,000 | ||||||||||||||
Term Loan | Series F | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percent of additional advance amount drawn | 2.00% | ||||||||||||||
Medium-term Notes | Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Borrowed amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 3,600,000 | $ 20,000,000 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) | Oct. 01, 2019USD ($)$ / shares | Oct. 31, 2019USD ($)stockholdershares | Jun. 30, 2019$ / sharesshares | Sep. 30, 2019USD ($)shares | Dec. 31, 2020USD ($)vote$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Temporary Equity [Line Items] | |||||||
Issuance of convertible preferred stock (in shares) | shares | 42,677 | 12,549,852 | 5,704,601 | ||||
Shares issued, price per share (in dollars per share) | $ 6.8839 | ||||||
Issuance costs | $ | $ 3,900,000 | $ 3,881,000 | $ 67,000 | ||||
Number of votes for each share | vote | 1 | ||||||
Dividend rate per annum | 8.00% | ||||||
Dividends declared or paid | $ | $ 0 | ||||||
Closing sale of shares (in dollars per share) | $ 12.5162 | ||||||
Aggregate offering price | $ | $ 50,000,000 | ||||||
ThredUp Common Stockholders | ThredUp Series F Investors | |||||||
Temporary Equity [Line Items] | |||||||
Purchase of common stock (up to) | $ | $ 10,000,000 | ||||||
Price per share of common stock (in dollars per share) | $ 6.8839 | ||||||
Series F | |||||||
Temporary Equity [Line Items] | |||||||
Issuance of convertible preferred stock (in shares) | shares | 7,844,390 | 4,705,462 | |||||
Original issue price (in dollars per share) | $ 6.8839 | ||||||
Series F | ThredUp Employees | ThredUp Investors | |||||||
Temporary Equity [Line Items] | |||||||
Shares sold (in shares) | shares | 1,125,813 | ||||||
Eligible holders of stock | stockholder | 123 | ||||||
Aggregate net proceeds | $ | $ 7,700,000 | ||||||
Series A | |||||||
Temporary Equity [Line Items] | |||||||
Original issue price (in dollars per share) | 0.233 | ||||||
Series A-1 | |||||||
Temporary Equity [Line Items] | |||||||
Original issue price (in dollars per share) | 0.269 | ||||||
Series B | |||||||
Temporary Equity [Line Items] | |||||||
Original issue price (in dollars per share) | 0.9252 | ||||||
Series C | |||||||
Temporary Equity [Line Items] | |||||||
Original issue price (in dollars per share) | 1.4945 | ||||||
Series D | |||||||
Temporary Equity [Line Items] | |||||||
Original issue price (in dollars per share) | $ 2.2633 | ||||||
Percent of holders of convertible preferred stock | 60.00% | ||||||
Series E | |||||||
Temporary Equity [Line Items] | |||||||
Original issue price (in dollars per share) | $ 6.2581 | ||||||
Series E-1 | |||||||
Temporary Equity [Line Items] | |||||||
Original issue price (in dollars per share) | $ 6.2581 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 26, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 100,000,000 | 100,000,000 | 68,139,958 | 68,076,033 | |||
Shares Outstanding (in shares) | 0 | 65,970,938 | 65,928,261 | 65,928,261 | 53,378,409 | 47,673,808 | |
Shares Issued (in shares) | 0 | 65,970,938 | 65,928,261 | ||||
Net Carrying Value | $ 0 | $ 247,041 | $ 246,905 | $ 246,905 | $ 164,394 | $ 128,762 | |
Aggregate Liquidation Preference | $ 251,239 | $ 251,175 | |||||
Series A | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 1,051,540 | 1,051,540 | |||||
Shares Outstanding (in shares) | 1,051,540 | 1,051,540 | |||||
Shares Issued (in shares) | 1,051,540 | 1,051,540 | |||||
Net Carrying Value | $ 245 | $ 245 | |||||
Aggregate Liquidation Preference | $ 245 | $ 245 | |||||
Series A-1 | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 5,475,700 | 5,475,700 | |||||
Shares Outstanding (in shares) | 5,475,700 | 5,475,700 | |||||
Shares Issued (in shares) | 5,475,700 | 5,475,700 | |||||
Net Carrying Value | $ 1,452 | $ 1,452 | |||||
Aggregate Liquidation Preference | $ 1,473 | $ 1,473 | |||||
Series B | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 7,511,886 | 7,511,886 | |||||
Shares Outstanding (in shares) | 7,511,886 | 7,511,886 | |||||
Shares Issued (in shares) | 7,511,886 | 7,511,886 | |||||
Net Carrying Value | $ 6,879 | $ 6,879 | |||||
Aggregate Liquidation Preference | $ 6,950 | $ 6,950 | |||||
Series C | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 9,725,945 | 9,725,945 | |||||
Shares Outstanding (in shares) | 9,688,328 | 9,645,651 | |||||
Shares Issued (in shares) | 9,688,328 | 9,645,651 | |||||
Net Carrying Value | $ 14,526 | $ 14,390 | |||||
Aggregate Liquidation Preference | $ 14,479 | $ 14,415 | |||||
Series D | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 11,072,579 | 11,072,579 | |||||
Shares Outstanding (in shares) | 11,045,815 | 11,045,815 | |||||
Shares Issued (in shares) | 11,045,815 | 11,045,815 | |||||
Net Carrying Value | $ 24,929 | $ 24,929 | |||||
Aggregate Liquidation Preference | $ 25,000 | $ 25,000 | |||||
Series E | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 12,943,216 | 12,943,216 | |||||
Shares Outstanding (in shares) | 12,943,216 | 12,943,216 | |||||
Shares Issued (in shares) | 12,943,216 | 12,943,216 | |||||
Net Carrying Value | $ 80,866 | $ 80,866 | |||||
Aggregate Liquidation Preference | $ 81,000 | $ 81,000 | |||||
Series E-1 | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 5,832,443 | 5,768,518 | |||||
Shares Outstanding (in shares) | 5,704,601 | 5,704,601 | |||||
Shares Issued (in shares) | 5,704,601 | 5,704,601 | |||||
Net Carrying Value | $ 35,633 | $ 35,633 | |||||
Aggregate Liquidation Preference | $ 35,700 | $ 35,700 | |||||
Series F | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized (in shares) | 14,526,649 | 14,526,649 | |||||
Shares Outstanding (in shares) | 12,549,852 | 12,549,852 | |||||
Shares Issued (in shares) | 12,549,852 | 12,549,852 | |||||
Net Carrying Value | $ 82,511 | $ 82,511 | |||||
Aggregate Liquidation Preference | $ 86,392 | $ 86,392 |
Common Stock and Common Stock_3
Common Stock and Common Stock Warrants - Narrative (Details) | Mar. 26, 2021voteshares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)voteshares | Mar. 25, 2021shares |
Class of Stock [Line Items] | ||||
Number of votes for each share | vote | 1 | |||
Dividends declared or paid (in dollars per share) | $ | $ 0 | |||
Warrants outstanding (in shares) | 148,994 | 164,973 | ||
Class B Common Stock Warrant | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 164,973 | 138,209 | 164,973 | |
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) | 24,837 | |||
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) | 26,764 |
Common Stock and Common Stock_4
Common Stock and Common Stock Warrants - Schedule of Common Stock Issued and Outstanding (Details) - shares | Mar. 31, 2021 | Mar. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Authorized (in shares) | 1,120,000,000 | 110,000,000 | 100,000,000 | |
Issued (in shares) | 94,143,694 | 12,889,760 | 10,647,380 | |
Outstanding (in shares) | 94,143,694 | 12,889,760 | 10,647,380 | |
Common stock Class A | ||||
Class of Stock [Line Items] | ||||
Authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Issued (in shares) | 13,800,000 | |||
Outstanding (in shares) | 13,800,000 | |||
Common stock Class B | ||||
Class of Stock [Line Items] | ||||
Authorized (in shares) | 120,000,000 | 120,000,000 | ||
Issued (in shares) | 80,343,694 | |||
Outstanding (in shares) | 80,343,694 |
Common Stock and Common Stock_5
Common Stock and Common Stock Warrants - Reserved for Issuance (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Total (in shares) | 89,096,463 | 84,835,325 |
Convertible preferred stock outstanding | ||
Class of Stock [Line Items] | ||
Total (in shares) | 65,970,938 | 65,928,261 |
Options issued and outstanding | ||
Class of Stock [Line Items] | ||
Total (in shares) | 22,774,949 | 17,984,575 |
Shares available for future stock option issuances | ||
Class of Stock [Line Items] | ||
Total (in shares) | 201,582 | 751,514 |
Warrants | ||
Class of Stock [Line Items] | ||
Total (in shares) | 148,994 | 170,975 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2020 | May 31, 2020 | Oct. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate intrinsic value of options exercised | $ 2,900,000 | $ 900,000 | $ 300,000 | ||||||
Options granted (in dollars per share) | $ 1.72 | $ 1.38 | $ 1.26 | ||||||
Options considered granted due to repricing (in dollars per share) | $ 1.04 | ||||||||
Fair value of stock options | $ 4,100,000 | $ 2,200,000 | $ 2,400,000 | ||||||
Compensation expense | $ 4,100,000 | $ 3,498,000 | $ 1,442,000 | 7,336,000 | $ 7,678,000 | $ 2,319,000 | |||
Unrecognized stock-based compensation expense | $ 20,100,000 | $ 16,400,000 | |||||||
ThredUp Investors | Series F | ThredUp Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares sold (in shares) | 1,125,813 | ||||||||
Aggregate net proceeds | $ 7,700,000 | ||||||||
ThredUp Series F Investors | ThredUp Common Stockholders | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Price per share of common stock (in dollars per share) | $ 6.8839 | ||||||||
Outstanding stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||||
Weighted average period for unrecognized stock-based compensation expense | 1 year 6 months 21 days | 1 year 7 months 13 days | |||||||
Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense | $ 0 | ||||||||
2010 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in dollars per share) | $ 2.05 | $ 2.35 | |||||||
Options considered granted due to repricing (in dollars per share) | $ 2.05 | ||||||||
Fair value of stock options | $ 6,700,000 | ||||||||
Options granted (in shares) | 3,588,535 | 7,820,714 | |||||||
2010 Plan | Outstanding stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Additional shares authorized (in shares) | 6,482,822 | ||||||||
Expiration period | 10 years | ||||||||
Percent of fair value | 100.00% | ||||||||
Vesting percentage period | 4 years | ||||||||
Compensation expense | $ 1,600,000 | ||||||||
2010 Plan | Outstanding stock options | Over 10% Shareholder | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percent of fair value | 110.00% | ||||||||
2010 Plan | Option Vesting Four Years From Commencement | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage period | 4 years | ||||||||
Vesting percentage | 50.00% | ||||||||
2010 Plan | Option Vesting Four Years From IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage period | 4 years | ||||||||
Vesting percentage | 50.00% | ||||||||
Anniversary period | 1 year | ||||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in shares) | 0 | ||||||||
2021 Plan | Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
RSUs granted (in shares) | 96,426 | ||||||||
Option Repricing | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in dollars per share) | $ 2.05 | ||||||||
Options granted (in shares) | 13,300,000 | ||||||||
Aggregate incremental fair value | $ 2,300,000 | ||||||||
Aggregate incremental fair value expensed | $ 900,000 | ||||||||
Option Repricing | Outstanding stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 66.00% | ||||||||
Furlough Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in dollars per share) | $ 2.05 | ||||||||
Fair value of stock options | $ 1,600,000 | ||||||||
Options granted (in shares) | 858,599 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Schedule of Fair Value Assumptions (Details) - Outstanding stock options | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 46.90% | 45.50% | 44.20% |
Expected volatility, maximum | 54.90% | 47.80% | 45.10% |
Average risk-free rate, minimum | 0.28% | 1.52% | 2.72% |
Average risk-free rate, maximum | 1.55% | 2.44% | 2.98% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years | 5 years 6 months 18 days | 5 years 3 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 10 years | 6 years 3 months | 6 years 1 month 2 days |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Schedule of Stock-Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted-Average Exercise Price Per Share | |||||
Options granted (in dollars per share) | $ 1.72 | $ 1.38 | $ 1.26 | ||
Options considered granted due to repricing (in dollars per share) | $ 1.04 | ||||
2010 Plan | |||||
Options Available for Grant | |||||
Options available for grant, beginning balance (in shares) | 751,514 | ||||
Options outstanding, beginning balance (in shares) | 22,774,949 | 17,984,575 | |||
Options granted (in shares) | 3,588,535 | 7,820,714 | |||
Options considered granted due to repricing (in shares) | 13,312,076 | ||||
Options cancelled due to repricing (in shares) | (13,312,076) | ||||
Options exercised (in shares) | (2,242,380) | ||||
Options forfeited and expired (in shares) | (787,960) | ||||
Options available for grant, ending balance (in shares) | 201,582 | 751,514 | |||
Options outstanding, ending balance (in shares) | 22,774,949 | 17,984,575 | |||
Options outstanding and exercisable (in shares) | 10,493,574 | ||||
Weighted-Average Exercise Price Per Share | |||||
Beginning balance (in dollars per share) | $ 1.81 | $ 2.05 | |||
Options granted (in dollars per share) | $ 2.05 | 2.35 | |||
Options considered granted due to repricing (in dollars per share) | 2.05 | ||||
Options cancelled due to repricing (in dollars per share) | 2.77 | ||||
Options exercised (in dollars per share) | 1.02 | ||||
Options forfeited and expired (in dollars per share) | 2.43 | ||||
Ending balance (in dollars per share) | 1.81 | $ 2.05 | |||
Options outstanding and exercisable (in dollars per share) | $ 1.53 | ||||
Weighted-Average Remaining Contractual Life (years) | |||||
Options outstanding (in years) | 7 years 4 months 9 days | 7 years 1 month 6 days | |||
Options outstanding and exercisable (in years) | 5 years 6 months | ||||
Aggregate Intrinsic Value (in thousands) | |||||
Options outstanding | $ 107,696 | $ 20,745 | |||
Options outstanding and exercisable | $ 52,554 | ||||
Outstanding stock options | 2010 Plan | |||||
Options Available for Grant | |||||
Options authorized (in shares) | 6,482,822 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 4,100 | $ 3,498 | $ 1,442 | $ 7,336 | $ 7,678 | $ 2,319 |
Operations, product and technology | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 1,350 | 714 | 3,739 | 3,877 | 1,187 | |
Marketing | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 437 | 174 | 1,067 | 1,018 | 204 | |
Sales, general and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 1,711 | $ 554 | $ 2,530 | $ 2,783 | $ 928 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Long-term Purchase Commitment [Line Items] | |
2021 | $ 7,416 |
2022 | 1,234 |
2023 | 1,200 |
Thereafter | 0 |
Total future minimum payments | 9,850 |
Amazon Web Services | |
Long-term Purchase Commitment [Line Items] | |
Total future minimum payments | 3,600 |
Distribution Center | |
Long-term Purchase Commitment [Line Items] | |
Total future minimum payments | $ 5,600 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Employer contributions | $ 0 | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |||||
Unrecognized tax benefits | $ 0 | ||||
Provision for income taxes | $ 27,000 | $ 0 | $ 56,000 | $ 36,000 | $ 37,000 |
Net operating loss carryforwards | 53,550,000 | 43,469,000 | 34,130,000 | ||
Increase in valuation allowance | 10,500,000 | 9,100,000 | |||
Net operating loss carryforwards, not subject to expiration | $ 103,400,000 | ||||
Accrued interest and penalties | 0 | 0 | |||
Federal | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards, subject to expiration | 211,800,000 | 172,000,000 | |||
State | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards, subject to expiration | $ 146,800,000 | $ 116,900,000 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Tax at federal statutory rate | $ (10,042) | $ (8,014) | $ (7,170) | ||
State taxes, net of federal effect | 42 | 28 | 29 | ||
Non-deductible expenses | 67 | 86 | 79 | ||
Stock based compensation | 1,077 | 931 | 349 | ||
Change in valuation allowance | 8,814 | 6,968 | 6,692 | ||
Other | 98 | 37 | 58 | ||
Provision for income taxes | $ 27 | $ 0 | $ 56 | $ 36 | $ 37 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Accruals and reserves | $ 2,472 | $ 1,412 | $ 1,107 |
Inventory and deferred revenue | 690 | 1,210 | 1,700 |
Stock compensation | 1,151 | 984 | 547 |
Other | 670 | 307 | 35 |
Net operating loss carryforwards | 53,550 | 43,469 | 34,130 |
Gross deferred tax assets | 58,533 | 47,382 | 37,519 |
Less: valuation allowance | (56,581) | (46,042) | (36,900) |
Total deferred tax assets | 1,952 | 1,340 | 619 |
Deferred tax liabilities: | |||
Fixed assets | (1,952) | (1,340) | (619) |
Gross deferred tax liabilities | (1,952) | (1,340) | (619) |
Net deferred tax assets | $ 0 | $ 0 | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total (in shares) | 22,302,245 | 85,985,913 | 88,894,881 | 84,083,811 | 67,122,120 |
Convertible preferred stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total (in shares) | 0 | 65,928,261 | 65,970,938 | 65,928,261 | 53,378,409 |
Outstanding stock options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total (in shares) | 22,067,610 | 19,886,677 | 22,774,949 | 17,984,575 | 13,636,653 |
Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total (in shares) | 138,209 | 170,975 | 148,994 | 170,975 | 107,058 |
Restricted stock units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total (in shares) | 96,426 | 0 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||
Net loss per share attributable to common stockholders | $ (47,877) | ||||
Adjust: change in fair value of convertible preferred stock warrant liability | $ 1,048 | $ (126) | $ 201 | ||
Denominator: | |||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 18,701,108 | 10,763,234 | 11,565,443 | 10,265,004 | 10,027,177 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 18,701,108 | 10,763,234 | 11,565,443 | 10,265,004 | 10,027,177 |
Adjust: conversion of convertible preferred stock (in shares) | 65,944,657 | ||||
Pro forma net loss per share, diluted (in dollars per share) | $ (0.86) | $ (1.23) | $ (4.14) | $ (3.72) | $ (3.41) |
Pro forma net loss per share, basic (in dollars per share) | $ (0.86) | $ (1.23) | $ (4.14) | $ (3.72) | $ (3.41) |
Pro Forma | |||||
Numerator: | |||||
Net loss per share attributable to common stockholders | $ (47,676) | ||||
Denominator: | |||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 77,510,100 | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 77,510,100 | ||||
Pro forma net loss per share, diluted (in dollars per share) | $ (0.62) | ||||
Pro forma net loss per share, basic (in dollars per share) | $ (0.62) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||||||
Feb. 28, 2021 | Nov. 30, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Feb. 28, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | |||||||||
Principal outstanding | $ 40,000,000 | $ 35,000,000 | |||||||
Series E-1 | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants converted (in shares) | 15,979 | 111,854 | |||||||
Term Loan | Series E-1 | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants converted (in shares) | 15,979 | ||||||||
Percent of additional advance amount drawn | 2.00% | 2.00% | 2.00% | ||||||
Term Loan | Series E-1 | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants converted (in shares) | 15,979 | ||||||||
Percent of additional advance amount drawn | 2.00% | ||||||||
Term Loan | Medium-term Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Borrowed amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 3,600,000 | $ 20,000,000 | |||
Principal outstanding | 40,000,000 | $ 35,000,000 | $ 17,600,000 | ||||||
Term Loan | Medium-term Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Borrowed amount | 5,000,000 | ||||||||
Principal outstanding | $ 40,000,000 |