Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40825 | |
Entity Registrant Name | Warby Parker Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0423634 | |
Entity Address, Address Line One | 233 Spring Street | |
Entity Address, Address Line Two | 6th Floor East | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10013 | |
City Area Code | 646 | |
Local Phone Number | 847-7215 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | WRBY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001504776 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Common class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 95,776,964 | |
Common class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,663,987 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 211,603 | $ 256,416 |
Accounts receivable, net | 901 | 992 |
Inventory | 70,791 | 57,095 |
Prepaid expenses and other current assets | 12,513 | 13,477 |
Total current assets | 295,808 | 327,980 |
Property and equipment, net | 128,472 | 112,195 |
Right-of-use lease assets | 115,463 | 0 |
Other assets | 3,814 | 471 |
Total assets | 543,557 | 440,646 |
Current liabilities: | ||
Accounts payable | 30,932 | 30,890 |
Accrued expenses | 49,838 | 60,840 |
Deferred revenue | 18,306 | 22,073 |
Current lease liabilities | 18,737 | 0 |
Other current liabilities | 2,047 | 4,301 |
Total current liabilities | 119,860 | 118,104 |
Deferred rent | 0 | 36,544 |
Non-current lease liabilities | 139,735 | 0 |
Other liabilities | 1,931 | 0 |
Total liabilities | 261,526 | 154,648 |
Commitments and contingencies (see Note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; Class A: 750,000,000 shares authorized at June 30, 2022 and December 31, 2021, 95,592,528 and 94,901,623 issued and outstanding at June 30, 2022 and December 31, 2021, respectively; Class B: 150,000,000 shares authorized at June 30, 2022 and December 31, 2021, 18,978,739 and 18,719,184 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, convertible to Class A on a one-to-one basis | 11 | 11 |
Additional paid-in capital | 841,699 | 779,212 |
Accumulated deficit | (559,540) | (493,241) |
Accumulated other comprehensive (loss) income | (139) | 16 |
Total stockholders’ equity | 282,031 | 285,998 |
Total liabilities and stockholders’ equity | $ 543,557 | $ 440,646 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 1,050,000,000 | |
Common class A | ||
Common stock shares authorized | 750,000,000 | 750,000,000 |
Common stock shares issued | 95,592,528 | 94,901,623 |
Common stock shares outstanding | 95,592,528 | 94,901,623 |
Common class B | ||
Common stock shares authorized | 150,000,000 | 150,000,000 |
Common stock shares issued | 18,978,739 | 18,719,184 |
Common stock shares outstanding | 18,978,739 | 18,719,184 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenue | $ 149,624 | $ 131,560 | $ 302,842 | $ 270,533 |
Cost of goods sold | 63,277 | 53,507 | 126,849 | 108,699 |
Gross profit | 86,347 | 78,053 | 175,993 | 161,834 |
Selling, general, and administrative expenses | 118,428 | 86,861 | 241,814 | 167,621 |
Loss from operations | (32,081) | (8,808) | (65,821) | (5,787) |
Interest and other income, net | (38) | (440) | 108 | (306) |
Loss before income taxes | (32,119) | (9,248) | (65,713) | (6,093) |
Provision for income taxes | 47 | 1,059 | 586 | 1,202 |
Net loss | (32,166) | (10,307) | (66,299) | (7,295) |
Deemed dividend upon redemption of redeemable convertible preferred stock | 0 | (8,524) | 0 | (13,137) |
Net loss attributable to common stockholders, basic | (32,166) | (18,831) | (66,299) | (20,432) |
Net loss attributable to common stockholders, diluted | $ (32,166) | $ (18,831) | $ (66,299) | $ (20,432) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.28) | $ (0.35) | $ (0.58) | $ (0.38) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.28) | $ (0.35) | $ (0.58) | $ (0.38) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic | 114,679,892 | 54,019,802 | 114,393,420 | 53,986,670 |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted | 114,679,892 | 54,019,802 | 114,393,420 | 53,986,670 |
Other comprehensive loss | ||||
Foreign currency translation adjustment | $ (163) | $ 294 | $ (155) | $ 70 |
Total comprehensive loss | $ (32,329) | $ (10,013) | $ (66,454) | $ (7,225) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity - USD ($) $ in Thousands | Total | Common Stock | Common Stock Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance, temporary equity (in shares) at Dec. 31, 2020 | 54,042,000 | |||||
Beginning balance, temporary equity at Dec. 31, 2020 | $ 506,510 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Stock repurchases, temporary equity (in shares) | (220,000) | |||||
Stock repurchases, temporary equity | $ (790) | |||||
Ending balance, temporary equity (in shares) at Mar. 31, 2021 | 53,822,000 | |||||
Ending balance, temporary equity at Mar. 31, 2021 | $ 505,720 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 53,944,000 | |||||
Beginning balance at Dec. 31, 2020 | (198,097) | $ 5 | $ 127,179 | $ 109 | $ (325,390) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 64,000 | |||||
Stock option exercises | 157 | 157 | ||||
Stock repurchases (in shares) | (27,000) | |||||
Stock repurchases | (5,274) | (5,274) | ||||
Stock-based compensation | 1,261 | 1,261 | ||||
Other comprehensive income | (224) | (224) | ||||
Net income (loss) | 3,011 | 3,011 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 53,981,000 | |||||
Ending balance at Mar. 31, 2021 | $ (199,166) | $ 5 | 128,597 | (115) | (327,653) | |
Beginning balance, temporary equity (in shares) at Dec. 31, 2020 | 54,042,000 | |||||
Beginning balance, temporary equity at Dec. 31, 2020 | $ 506,510 | |||||
Ending balance, temporary equity (in shares) at Jun. 30, 2021 | 53,299,000 | |||||
Ending balance, temporary equity at Jun. 30, 2021 | $ 501,443 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 53,944,000 | |||||
Beginning balance at Dec. 31, 2020 | (198,097) | $ 5 | 127,179 | 109 | (325,390) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (7,295) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 54,069,000 | |||||
Ending balance at Jun. 30, 2021 | $ (215,820) | $ 5 | 140,262 | 179 | (356,266) | |
Beginning balance, temporary equity (in shares) at Mar. 31, 2021 | 53,822,000 | |||||
Beginning balance, temporary equity at Mar. 31, 2021 | $ 505,720 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Stock repurchases, temporary equity (in shares) | (46,000) | |||||
Stock repurchases, temporary equity | $ (716) | |||||
Tender offer repurchase and share retirement, temporary equity (in shares) | (477,000) | |||||
Tender offer repurchase and share retirement, temporary equity | $ (3,561) | |||||
Ending balance, temporary equity (in shares) at Jun. 30, 2021 | 53,299,000 | |||||
Ending balance, temporary equity at Jun. 30, 2021 | $ 501,443 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 53,981,000 | |||||
Beginning balance at Mar. 31, 2021 | (199,166) | $ 5 | 128,597 | (115) | (327,653) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 402,000 | |||||
Stock option exercises | 1,212 | 1,212 | ||||
Restricted stock unit releases (in shares) | 73,000 | |||||
Stock repurchases (in shares) | (37,000) | |||||
Stock repurchases | (1,304) | (1,304) | ||||
Proceeds from repayment of related party loans (in shares) | 12,000 | |||||
Proceeds from repayment of related party loans | 44 | 44 | ||||
Stock-based compensation | 10,409 | 10,409 | ||||
Tender offer repurchase and share retirement (in shares) | (362,000) | |||||
Tender offer repurchase and share retirement | (17,002) | (17,002) | ||||
Other comprehensive income | 294 | 294 | ||||
Net income (loss) | (10,307) | (10,307) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 54,069,000 | |||||
Ending balance at Jun. 30, 2021 | (215,820) | $ 5 | 140,262 | 179 | (356,266) | |
Beginning balance (in shares) at Dec. 31, 2021 | 113,621,000 | |||||
Beginning balance at Dec. 31, 2021 | 285,998 | $ 11 | 779,212 | 16 | (493,241) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 201,000 | |||||
Stock option exercises | 1,866 | 1,866 | ||||
Restricted stock unit releases (in shares) | 147,000 | |||||
Stock-based compensation | 27,144 | 27,144 | ||||
Other comprehensive income | 8 | 8 | ||||
Net income (loss) | (34,133) | (34,133) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 113,969,000 | |||||
Ending balance at Mar. 31, 2022 | 280,883 | $ 11 | 808,222 | 24 | (527,374) | |
Beginning balance (in shares) at Dec. 31, 2021 | 113,621,000 | |||||
Beginning balance at Dec. 31, 2021 | $ 285,998 | $ 11 | 779,212 | 16 | (493,241) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 326,771 | |||||
Net income (loss) | $ (66,299) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 114,571,000 | |||||
Ending balance at Jun. 30, 2022 | 282,031 | $ 11 | 841,699 | (139) | (559,540) | |
Beginning balance (in shares) at Mar. 31, 2022 | 113,969,000 | |||||
Beginning balance at Mar. 31, 2022 | 280,883 | $ 11 | 808,222 | 24 | (527,374) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 128,000 | |||||
Stock option exercises | 1,689 | 1,689 | ||||
Restricted stock unit releases (in shares) | 177,000 | |||||
Stock-based compensation | $ 26,764 | 26,764 | ||||
Shares issued in connection with employee stock purchase plan (in shares) | 118,000 | |||||
Shares issued in connection with employee stock purchase plan | $ 1,754 | |||||
Non-cash charitable contributions (in shares) | 179,000 | |||||
Non-cash charitable contributions | 3,270 | 3,270 | ||||
Other comprehensive income | (163) | (163) | ||||
Net income (loss) | (32,166) | (32,166) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 114,571,000 | |||||
Ending balance at Jun. 30, 2022 | $ 282,031 | $ 11 | $ 841,699 | $ (139) | $ (559,540) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (66,299) | $ (7,295) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 15,017 | 9,823 |
Stock-based compensation | 53,908 | 11,670 |
Non-cash charitable contribution | 3,270 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable, net | 89 | (112) |
Inventory | (13,704) | (7,759) |
Prepaid expenses and other assets | (2,385) | 126 |
Accounts payable | 1,461 | (3,118) |
Accrued expenses | (8,367) | (2,689) |
Deferred revenue | (3,762) | (8,339) |
Other current liabilities | 233 | 1,859 |
Deferred rent | 0 | 282 |
Right-of-use lease assets and current and non-current lease liabilities | 3,985 | 0 |
Other liabilities | 1,930 | 457 |
Net cash used in operating activities | (14,624) | (5,095) |
Cash flows from investing activities | ||
Purchases of property and equipment | (31,869) | (21,215) |
Net cash used in investing activities | (31,869) | (21,215) |
Cash flows from financing activities | ||
Proceeds from stock option exercises | 228 | 1,369 |
Proceeds from shares issued in connection with employee stock purchase plan | 1,754 | 0 |
Employee tax withholding remitted in connection with exercise or release of equity awards | 0 | (2,532) |
Proceeds from repayment of related party loans | 0 | 44 |
Stock repurchases | 0 | (8,085) |
Payment for Tender Offer | 0 | (18,031) |
Net cash provided by (used in) financing activities | 1,982 | (27,235) |
Effect of exchange rates on cash | (302) | 132 |
Net decrease in cash and cash equivalents | (44,813) | (53,413) |
Cash and cash equivalents, beginning of period | 256,416 | 314,085 |
Cash and cash equivalents, end of period | 211,603 | 260,672 |
Supplemental disclosures | ||
Cash paid for income taxes | 297 | 265 |
Cash paid for interest | 62 | 68 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 3,579 | 4,168 |
Related party loans issued in connection with stock option exercises | $ 0 | $ 13,827 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Warby Parker Inc., a public benefit corporation founded in 2010 (together with its wholly owned subsidiaries, the “Company”), is a founder-led, mission-driven lifestyle brand that sits at the intersection of technology, design, healthcare, and social enterprise. The Company offers holistic vision care by selling eyewear products and providing optical services directly to consumers through its retail stores and e-commerce platform. For every pair of glasses or sunglasses sold, the Company helps distribute a pair of glasses to someone in need through its Buy a Pair, Give a Pair program. The Company is headquartered in New York, New York. Direct Listing On September 29, 2021, the Company completed a direct listing of its Class A common stock (the “Direct Listing”) on the New York Stock Exchange (“NYSE”). The Company incurred fees related to financial advisory services, audit, and legal expenses in connection with the Direct Listing of $4.1 million and $4.4 million for the three and six months ended June 30, 2021, respectively, which are recorded in selling, general, and administrative expenses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared and are presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021 and the related notes. The December 31, 2021 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements as of that date. The unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements. There have been no significant changes in accounting policies during the six months ended June 30, 2022 from those disclosed in the audited consolidated financial statements for the year ended December 31, 2021 and the related notes, except for the adoption of new accounting pronouncements as noted under the heading Recently Adopted Accounting Pronouncements below. Principles of Consolidation The condensed consolidated financial statements include the financial statements of Warby Parker Inc., and its wholly owned subsidiaries. The Company has consolidated certain entities meeting the definition of a variable interest entity as the Company concluded that it is the primary beneficiary of the entities. The inclusion of these entities does not have a material impact on its condensed consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The Company prepares its condensed consolidated financial statements in conformity with U.S. GAAP. These principles require management to make certain estimates and assumptions during the preparation of its condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Management’s estimates are based on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Significant estimates underlying the accompanying condensed consolidated financial statements include, but are not limited to (i) the valuation of inventory, including the determination of the net realizable value, (ii) reserves for sales returns, (iii) the useful lives and recoverability of long-lived assets, (iv) the determination of deferred income taxes, including related valuation allowances, (v) allowances for doubtful accounts, and (vi) assumptions related to the valuation of common stock and determination of stock-based compensation. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. As a result, the Company’s condensed consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. Segment Information Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who makes decisions about allocating resources and assessing performance. The Company defines its CODM as its co-Chief Executive Officers. The Company has identified one operating segment. When evaluating the Company’s performance and allocating resources, the CODM relies on financial information prepared on a consolidated basis. Concentration of Credit Risk and Major Suppliers Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents in various accounts, which, at times, may exceed the limits insured by the Federal Deposit Insurance Corporation of $250 thousand per institution and the Canada Deposit Insurance Corporation of $100 thousand Canadian dollars. At June 30, 2022 and December 31, 2021, uninsured cash balances were approximately $210.2 million and $255.0 million, respectively. The Company has not experienced any concentration losses related to its cash and cash equivalents to date. The Company seeks to minimize its credit risk by maintaining its cash and cash equivalents with high-quality financial institutions and monitoring the credit standing of such institutions. The Company’s top five inventory suppliers accounted for approximately 22% and 19% of cost of goods sold for the six months ended June 30, 2022 and 2021, respectively. Cash and Cash Equivalents The Company considers all highly liquid short-term investments with an original maturity of three months or less to be a cash equivalent. Cash and cash equivalents include both deposits with banks and financial institutions and receivables from credit card issuers, which are typically converted into cash within two to four days of capture. As such, these receivables are recorded as a deposit in transit as a component of cash and cash equivalents on the condensed consolidated balance sheets. At June 30, 2022 and December 31, 2021, the balance of receivables from credit card issuers included within cash and cash equivalents was $3.4 million and $6.3 million, respectively. Inventory Inventory consists of approximately $15.1 million and $14.1 million of finished goods, including ready-to-wear sun frames, contact lenses, and eyeglass cases, as of June 30, 2022 and December 31, 2021, respectively, and approximately $55.7 million and $43.0 million of component parts, including optical frames and prescription optical lenses, as of June 30, 2022 and December 31, 2021, respectively. Inventory is stated at the lower of cost or net realizable value, with cost determined on a weighted average cost basis. The Company continuously evaluates the composition of its inventory and makes adjustments when the cost of inventory is not expected to be fully recoverable. The estimated net realizable value of inventory is determined based on an analysis of historical sales trends, the impact of market trends and economic conditions, and a forecast of future demand. Adjustments for damaged inventory are recorded primarily based on actual damaged inventory. Adjustments for inventory shrink, representing the physical loss of inventory, include estimates based on historical experience, and are adjusted based upon physical inventory counts. However, unforeseen adverse future economic and market conditions could result in actual results differing materially from estimates. COVID-19 The COVID-19 pandemic caused personal and business disruption worldwide beginning in January 2020, and continues to impact global economies and supply chains. In the second quarter of 2022, the Company’s business continued to experience disruption caused by the pandemic, including changes to consumer shopping patterns as well as varying levels of restrictions in physical locations implemented by national, state, and local authorities. Although the Company continues to monitor the situation and may adjust its current policies as more information and public health guidance become available, precautionary measures that have been adopted have and will negatively affect the Company’s ability to sell its products and fulfill customer orders and the operations of its suppliers and fulfillment partners. More generally, the continued outbreak of COVID-19 has adversely affected economies and financial markets globally, contributing to an economic downturn, which has decreased, and could continue to decrease consumer spending, and adversely affect demand for the Company’s products and services. It is not possible at this time to estimate the impact that COVID-19 could have on the Company’s business given the unpredictable nature of the pandemic. Revenue Recognition The Company primarily derives revenue from the sales of eyewear products, optical services, and accessories. The Company sells products and services through its stores, website, and mobile apps. Revenue generated from eyewear products includes the sales of prescription and non-prescription optical glasses and sunglasses, contact lenses, eyewear accessories, and expedited shipping charges, which are charged to the customer, associated with these purchases. All revenue is reported net of sales taxes collected from customers on behalf of taxing authorities and variable consideration, including returns and discounts. Revenue is recognized when performance obligations are satisfied through either the transfer of control of promised goods or the rendering of services to the Company's customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product, which is generally determined to be the point of delivery or upon rendering of the service in the case of eye exams. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. In the normal course of business, payment may be collected from the customer prior to recognizing revenue and such cash receipts are included in deferred revenue until the order is delivered to the customer. Substantially all of the deferred revenue included on the balance sheet at December 31, 2021 was recognized as revenue in the first quarter of 2022 and the Company expects substantially all of the deferred revenue at June 30, 2022 to be recognized as revenue in the third quarter of 2022. The Company’s sales policy allows customers to return merchandise for any reason within 30 days of receipt, generally for an exchange or refund. An allowance is recorded within other current liabilities on the condensed consolidated balance sheets for expected future customer returns which the Company estimates using historical return patterns and its expectation of future returns. Any difference between the actual return and previous estimates is adjusted in the period in which such returns occur. Historical return estimates have not materially differed from actual returns in any of the periods presented. The allowance for returns was $2.0 million and $1.8 million at June 30, 2022 and December 31, 2021, respectively. The Company offers non-expiring gift cards to its customers. Proceeds from the sale of gift cards are initially deferred and recognized within deferred revenue on the condensed consolidated balance sheets, and are recognized as revenue when the product is received by the customer after the gift card has been tendered for payment. Based on historical experience, and to the extent there is no requirement to remit unclaimed card balances to government agencies under unclaimed property laws, an estimate of the gift card balances that will never be redeemed is recognized as revenue in proportion to gift cards which have been redeemed. While the Company will continue to honor all gift cards presented for payment, management may determine the likelihood of redemption to be remote for certain card balances due to, among other things, long periods of inactivity. The following table disaggregates the Company’s revenue by product: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Eyewear products $ 142,985 $ 127,618 $ 290,304 $ 262,292 Services and other 6,639 3,942 12,538 8,241 Total Revenue $ 149,624 $ 131,560 $ 302,842 $ 270,533 The following table disaggregates the Company’s revenue by channel: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 E-commerce $ 58,448 $ 58,478 $ 125,452 $ 136,660 Retail 91,176 73,082 177,390 133,873 Total Revenue $ 149,624 $ 131,560 $ 302,842 $ 270,533 Leases The Company records a lease liability and corresponding right-of-use (“ROU”) asset at lease commencement. The lease liability is measured at the present value of non-cancellable future lease payments over the lease term, minus expected tenant improvement allowances (“TIAs”) determined to be lease incentives. The ROU asset is measured at the lease liability amount, adjusted for prepaid lease payments, TIAs expected to be received, and any initial direct costs. When calculating the present value of future lease payments, the Company utilizes an incremental borrowing rate, which incorporates several factors including the lease term, U.S. Treasury bond rates, financial ratios related to earnings and cash flows, and other comparisons with similarly sized companies. Many of the Company’s leases contain TIA provisions, which represent contractual amounts receivable from a lessor for improvements to the leased property made by the Company which are determined to represent lease incentives. The Company considers TIAs to be reasonably certain to collect, and includes them in the present value calculation when determining the lease liabilities for new leases. The benefit from a TIA is amortized through rent expense over the term of the related lease. The recognition of rent expense for an operating lease commences on the date at which control and possession of the property is obtained. Rent expense is calculated by recognizing total fixed minimum rental payments, net of any TIAs or other rental concessions, on a straight-line basis over the lease term. Some of the Company’s retail leases contain percent of sales rent or similar provisions, which is recognized as incurred as variable rent. Retail, optical laboratory, and distribution center rent expense is recognized as a component of cost of goods sold and all other rent expense is recognized as a component of selling, general, and administrative expenses. Recently Adopted Accounting Pronouncements In February 2016, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Codification No. 2016-02, Leases (Topic 842) (“ASC 842”), which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted this standard as of January 1, 2022, using a modified retrospective transition approach without adjusting the comparative periods presented. The new standard provides a number of optional practical expedients in transition. The Company elected practical expedients permitted under ASC 842, specifically to not reassess its prior conclusions about lease identification, to not reassess lease classification, and to not reassess initial direct costs. The Company did not elect the practical expedient allowing the use of hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. The most significant financial statement impact of ASC 842 related to the recognition of right-of-use assets and lease liabilities on the condensed consolidated balance sheets for the Company’s retail stores, corporate offices, optical laboratories, and distribution center operating leases based on the present value of total fixed payments. Upon adoption, the Company recorded right-of-use assets of $109.4 million, lease liabilities of $146.2 million, and other liabilities of $2.2 million, and reclassified historical deferred rent and tenant improvement allowance balances of $39.0 million to operating lease right-of-use assets. The adoption did not impact the condensed consolidated statements of operations or retained earnings. The impact of the adoption of ASC 842 on the condensed consolidated balance sheet is as follows: December 31, Impact of ASC 842 Adoption January 1, 2022 Assets Current assets $ 327,980 $ — $ 327,980 Property and equipment, net 112,195 — 112,195 Right-of-use lease assets — 109,374 (1) 109,374 Other assets 471 — 471 Total assets $ 440,646 $ 109,374 $ 550,020 Liabilities and stockholders' deficit Current liabilities: Accounts payable $ 30,890 $ — $ 30,890 Accrued expenses 60,840 — 60,840 Deferred revenue 22,073 — 22,073 Current lease liabilities — 14,710 (2) 14,710 Other current liabilities 4,301 (2,484) (3) 1,817 Total current liabilities 118,104 12,226 130,330 Deferred rent 36,544 (36,544) (3) — Non-current lease liabilities — 131,492 (2) 131,492 Other liabilities — 2,200 (4) 2,200 Total liabilities 154,648 109,374 264,022 Stockholders' equity 285,998 — 285,998 Total liabilities and stockholders' deficit $ 440,646 $ 109,374 $ 550,020 (1) Represents the recognition of operating lease right-of-use assets, reflecting lease rights and the reclassifications of deferred rent and tenant allowances. (2) Represents the recognition of current and non-current lease liabilities for fixed payments associated with the Company’s operating leases. (3) Represents the reclassification of current and non-current deferred rent and tenant improvement allowances to operating lease right-of-use assets. (4) Represents the recognition of negative operating lease right-of-use assets into other liabilities. This typically occurs when a lease contains TIAs but most or all of the cash rent is variable in nature and does not result in a lease liability. In January 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), and additional changes, modifications, clarifications or interpretations related to this guidance thereafter, which require a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available for-sale debt securities at the amount expected to be collected. The Company early adopted this guidance as of January 1, 2022 using the modified retrospective approach. The Company considered its accounts receivable balance, mainly consisting of amounts due from insurance carriers, and the related reserve for uncollectible accounts which is assessed primarily based on the aging of the related receivables. The Company considered other relevant factors such as counterparty creditworthiness, historical collections, receivable terms, and the size of the individual receivables when determining the reserve. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures. Recently Issued Accounting Pronouncements The Company has considered all new accounting pronouncements issued during the three and six months ended June 30, 2022 and does expect any to have a material impact on its condensed consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following: June 30, December 31, 2021 Leasehold improvements $ 123,570 $ 110,948 Computers and equipment 27,622 23,084 Furniture and fixtures 20,790 17,473 Capitalized software 17,039 13,389 Construction in process 13,435 10,992 202,456 175,886 Less: accumulated depreciation and amortization (73,984) (63,691) Property and equipment, net $ 128,472 $ 112,195 Depreciation and amortization expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of goods sold $ 4,906 $ 3,685 $ 9,554 $ 7,096 Selling, general, and administrative expenses 2,974 1,433 5,463 2,727 Total depreciation and amortization expense $ 7,880 $ 5,118 $ 15,017 $ 9,823 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consists of the following: June 30, December 31, 2021 Unvested early exercised stock options $ 11,068 $ 14,396 Payroll related costs 9,742 11,851 Optical laboratory and inventory costs 5,033 5,325 Charitable contributions 4,670 5,639 Marketing expenses 4,572 12,061 Other accrued expenses 14,753 11,568 Total accrued expenses $ 49,838 $ 60,840 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company uses the estimated annual effective tax rate approach to determine the provision for income taxes. The estimated annual effective tax rate is based on forecasted annual results and may fluctuate due to differences between the forecasted and actual results, changes in valuation allowances, and any other transactions that result in differing tax treatment. The Company's income tax expense and effective tax rate were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income tax expense $ 47 $ 1,059 $ 586 $ 1,202 Effective tax rate (0.1) % (11.5) % (0.9) % (19.7) % The Company’s estimated annual effective income tax rate for the three and six months ended June 30, 2022 and 2021 differed from the statutory rate primarily due to non-deductible executive compensation, stock-based compensation, differences in tax rates in state and foreign jurisdictions, the valuation allowance, and other permanent items. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders’ Equity | Redeemable Convertible Preferred Stock and Stockholders’ Equity Common Stock As of June 30, 2022, the Company’s Twelfth Amended and Restated Certificate of Incorporation authorizes the issuance of up to 1,050,000,000 shares of common stock, par value of $0.0001 per share, of which 750,000,000 shares are designated Class A common stock, 150,000,000 shares are designated Class B common stock, and 150,000,000 shares are designated Class C common stock. Class A common stock receives one vote per share, Class B common stock receives ten votes per share, and Class C common stock has no voting rights except as required by Delaware law. Common stock is not redeemable at the option of the holder. As of June 30, 2022, outstanding shares of common stock as well as shares of common stock attributable to stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”) were as follows: Class A Class B Class C Common stock outstanding 95,592,528 18,978,739 — Employee stock options – outstanding 1,188,340 2,106,766 — Restricted stock units – outstanding 1,714,271 2,050,286 — Performance stock units – outstanding — 4,397,688 — Employee stock plans – available 20,038,279 — — Shares of Class A common stock issuable upon conversion of all outstanding Class B common stock, options, RSUs, and PSUs 27,533,479 — — Total common stock – outstanding or issuable on exercise of options 146,066,897 27,533,479 — Authorized 750,000,000 150,000,000 150,000,000 Common stock available for future issuance 603,933,103 122,466,521 150,000,000 Redeemable Convertible Preferred Stock All classes of redeemable convertible preferred stock were convertible by the holder into shares of Series A common stock at the then applicable conversion price. In the event of liquidation of the Company (including certain events outside of the Company’s control such as a change in control), the holders of redeemable convertible preferred stock were entitled to a liquidation preference equal to the respective original issue price plus declared and unpaid dividends ahead of the classes of common stock described above. In September 2021, in connection with the Direct Listing, all outstanding shares of redeemable convertible preferred stock were converted to Class A common stock at a one-to-one ratio. As of June 30, 2022, 50,000,000 preferred shares were authorized and no shares were outstanding. Stock Repurchases During the six months ended June 30, 2022, the Company did not repurch ase stock. In February and June 2021, the Company repurchased shares of common stock and redeemable convertible preferred stock directly from investors as follows: Number of Shares Repurchased Amount Paid Series A common stock 63,821 $ 1,566 Series AA redeemable convertible preferred stock 160,136 3,928 Series D redeemable convertible preferred stock 60,137 1,475 Series E redeemable convertible preferred stock 45,507 1,116 Total repurchases 329,601 $ 8,085 The stock was considered constructively retired when repurchased. For the redeemable convertible preferred stock, the $5.0 million excess of repurchase price over carrying value was recorded to accumulated deficit on the condensed consolidated balance sheet. For the common stock, the excess of repurchase price over par value of $1.6 million was recorded to accumulated deficit on the condensed consolidated balance sheet. Stock Donation In May 2022, the Company issued 178,572 shares of Class A common stock to the Warby Parker Impact Foundation, a Delaware exempt corporation. During the three and six months ended June 30, 2022, the Company recognized $3.3 million of charitable expense, which is recorded to selling, general, and administrative expenses, representing the fair value of the shares on the date they were issued. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Plans and Awards The Company’s eligible employees participate in various stock-based compensation plans, which are provided by the Company directly. In August 2021, the board of directors approved the 2021 Incentive Award Plan (the “2021 Plan”). The plan became effective on September 28, 2021, the day prior to the Direct Listing of the Company’s Class A common stock, and the Company no longer grants equity awards under any prior equity plan. Upon the 2021 Plan becoming effective, there were 11,076,515 shares of Class A common stock authorized under the 2021 Plan, and the remaining shares available for issuance under the 2010 Equity Incentive Plan, 2011 Stock Plan, 2012 Milestone Stock Plan, and 2019 Founder Stock Plan (collectively, the “Prior Plans” and, collectively with the 2021 Plan, the “Plans”) were also made available for issuance under the 2021 Plan. The shares authorized under the 2021 Plan will increase annually, beginning on January 1, 2022 and continuing through 2031, by the lesser of (i) 5% of the outstanding common stock (on an as converted basis) as of the last day of the immediately preceding fiscal year, or (ii) a smaller amount as agreed by the board of directors. Awards granted under the 2021 Plan generally vest over four years. In addition, the shares authorized under the 2021 Plan will increase, among other things, to the extent that an award (including an award under the Prior Plans) terminates, expires, or lapses for any reason or an award is settled in cash without the delivery of shares. At December 31, 2021, there were 33,677,989 shares of Class A common stock authorized for issuance, of which 11,413,848 shares of Class A common stock remained available for future issuance pursuant to new awards. In January 2022, the board of directors approved an annual increase of 5,735,463 shares to the shares authorized for issuance under the 2021 Plan, bringing the total to 16,794,213 shares available for future issuance pursuant to new awards as of June 30, 2022. Employee Stock Purchase Plan In August 2021, the board of directors adopted and the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP initially reserved and authorized the issuance of up to 2,215,303 shares of Class A common stock, and such reserve will be increased annually on the first day of each fiscal year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (i) 1% of the shares of the Company’s common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares of common stock as determined by the board of directors; provided, however, no more than 16,614,772 shares of common stock may be issued under the ESPP. In January 2022, the board of directors approved an annual increase of 1,147,092 shares to the ESPP, bringing the total to 3,362,395 shares authorized as of June 30, 2022. There were 3,244,066 shares available for future issuance pursuant to ESPP purchases as of June 30, 2022. With the exception of the first offering period, offering periods begin on May 15 and November 15 of each year and consist of four six-month purchase periods. Eligible employees may contribute up to 20% of their base wages and the purchase price of shares of Class A common stock under an offering will be 85% of the lesser of the fair market value of Class A common stock on (i) the offering date, and (ii) the applicable purchase date. If such fair market value decreases from the offering date to the applicable purchase date, the offering period will terminate after the purchase of shares and all participants will be automatically enrolled in the next offering period (a “rollover event”). The initial offering period began on October 30, 2021 and ended on May 14, 2022 after the first purchase was completed as a result of a rollover event. During both the three and six months ended June 30, 2022, 118,329 shares were purchased under the ESPP. During the three and six months ended June 30, 2022, the Company recognized $0.9 million and $1.5 million of stock-based compensation expense in connection with the ESPP, respectively, and withheld $0.7 million and $1.6 million of contributions from employees, respectively. As of June 30, 2022, total unrecognized compensation costs associated with the ESPP was $4.5 million and is expected to be amortized over a weighted average period of 0.9 years. Stock-based Compensation Expense Stock-based compensation expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of goods sold $ 231 $ — $ 457 $ — Selling, general, and administrative expenses 26,533 11,670 53,451 11,670 Total stock-based compensation expense $ 26,764 $ 11,670 $ 53,908 $ 11,670 Stock-based compensation expense for the three and six months ended June 30, 2022 includes $19.3 million and $39.4 million related to the 2021 Founders Grant, as described below, respectively, and $5.4 million and $10.7 million in connection with RSUs, respectively, most of which include a performance-based vesting condition that was satisfied by the Company’s Direct Listing. The three and six months ended June 30, 2021 includes $9.2 million of stock compensation expense related to the 2021 tender offer. Stock Options The fair value for options and share awards granted under the Plans are estimated at the date of grant using the Black-Scholes option-pricing model. No options were granted during the six months ended June 30, 2022. The following assumptions were used for options granted during the six months ended June 30, 2021: Six Months Ended June 30, 2021 Risk-free interest rates 0.6 % Expected dividend yield — Expected term 6.25 years Volatility 60 % The risk-free interest rates were estimated based on the yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with terms consistent with the expected term of the option awards. The expected dividend yield was zero as the Company has never declared or paid cash dividends and has no plans to do so in the foreseeable future. The expected term was calculated using the simplified method using the vesting term and the contractual term of the options. Stock options expire ten years from the date of the grant. The volatility rate was determined based on an analysis of comparable public company historical volatilities adjusted based on the Company’s stage of development. Because the Company’s common stock was not yet publicly traded when the options were granted, the Company estimated the fair value of common stock. The board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but were not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as a qualified public offering or sale of the Company, given prevailing market conditions; and (vii) contemporaneous transactions involving the Company’s common shares. The board of directors utilized third-party valuations which were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation . A summary of stock option activity for the six months ended June 30, 2022 is as follows: Number of Weighted Weighted Aggregate Balance at December 31, 2021 3,623,377 $ 8.03 5.7 $ 136,824 Options granted — — Options exercised (326,771) 10.88 6,146 Options forfeited (1,500) 4.46 Balance at June 30, 2022 3,295,106 $ 7.75 5.1 $ 17,123 Exercisable as of June 30, 2022 3,295,106 $ 7.75 5.1 $ 17,123 Vested as of June 30, 2022 2,338,797 4.21 4.0 Unvested as of June 30, 2022 956,309 $ 16.40 7.9 The total value of unrecognized stock compensation expense related to unvested options granted under the Plans was $8.2 million as of June 30, 2022, and is expected to be recognized over 1.1 years. Restricted Stock Units and Performance Stock Units A summary of RSU activity for the six months ended June 30, 2022 is as follows: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Unvested as of December 31, 2021 3,527,167 $ 33.38 Granted 466,418 17.84 Forfeited (109,820) 38.05 Released (323,920) 23.13 Vested and not yet released (239,226) 31.30 Unvested as of June 30, 2022 3,320,619 $ 32.19 The total value of unrecognized stock compensation expense related to outstanding RSUs and PSUs granted under the Plans was $67.4 million and $72.1 million as of June 30, 2022, respectively, which is expected to be recognized over a weighted-average period of 1.5 years and 1.0 years, respectively. No PSUs were granted, forfeited, released or vested during the three and six months ended June 30, 2022. The majority of RSUs issued by the Company prior to the Direct Listing vest upon the satisfaction of both a service and a performance condition. The service-based vesting condition is satisfied so long as the participant remains in service and employed by the Company as of each of the vesting dates. The performance condition was satisfied upon the Company’s Direct Listing on September 29, 2021, and 936,646 RSUs for which the service condition had previously been satisfied vested and were released to holders. RSUs granted subsequent to the Direct Listing vest upon the satisfaction of a service based vesting condition only. The Company will deliver one share of either Class A or Class B common stock, depending on the terms of the grant, for each vested RSU. In June 2021, the Company granted 4,397,688 PSUs and 1,884,724 RSUs to the co-CEOs, in the aggregate, under the 2019 Founder Stock Plan (the “Founders Grant”). The PSUs vest upon two performance conditions, (i) a qualified public offering, which was satisfied upon the Company’s Direct Listing on September 20, 2021, and (ii) the price of the Company’s Class A common stock reaching stock price hurdles over a period of ten years, as defined by the terms of the award. The PSUs are subject to the co-CEOs’ continued employment with the Company through the applicable vesting date. If the PSUs vest, the Company will deliver one share of Class B common stock on the settlement date. Unvested PSUs expire in ten years from the date of grant. The terms of the PSUs granted are described further below. The PSUs are divided into eight substantially equal tranches, each one vesting on the date the 90-day trailing volume-weighted average trading price of the Company’s Class A common stock exceeds the stock price hurdle, as set forth in the table below, provided that no PSUs may vest prior to the six month anniversary of the Direct Listing. Tranche Number of PSUs Stock Price Hurdle 1 549,712 $ 47.75 2 549,710 $ 55.71 3 549,712 $ 63.67 4 549,710 $ 71.63 5 549,712 $ 79.59 6 549,710 $ 87.55 7 549,712 $ 95.50 8 549,710 $ 103.46 The Company used a Monte Carlo simulation to calculate the grant-date fair value of the PSUs of $128.8 million. Since the PSUs contain a performance and market condition, the stock-based compensation expense will be recognized when it becomes probable that the performance condition will be met using the accelerated attribution method. Stock-based compensation will be recognized over the period of time the market condition for each tranche is expected to be met (i.e., the derived service period). The performance condition was satisfied at September 29, 2021 by the Direct Listing, and the Company recorded $13.6 million and $27.0 million of stock-based compensation expense related to the PSUs during the three and six months ended June 30, 2022. The Founders Grant RSUs will vest in equal monthly installments over a period of five years, subject to the co-CEOs continued employment with the Company through the applicable vesting date and conditioned upon the completion of a qualified public offering. The grant-date fair value of the RSUs is $66.9 million. Since the RSUs contain a performance condition, stock-based compensation expense is recognized using the accelerated attribution method when it becomes probable that the performance condition will be met. The performance condition was satisfied on September 29, 2021 by the Direct Listing, and the Company recorded $5.7 million and $12.4 million of stock-based compensation expense related to the RSUs during the three and six months ended June 30, 2022. Shares underlying vested PSUs and RSUs will be issued to the CEOs on a specified quarterly date following the second anniversary of the vesting date, except for an amount necessary to cover any taxes due in connection with the vesting, which will be withheld or sold to cover, or issued to offset, such taxes. Any RSUs or PSUs subject to the award that have not vested by the tenth anniversary of the grant date will be forfeited. Most RSUs outstanding as of June 30, 2022 vest upon the satisfaction of both a service and a performance condition. The Company had previously concluded that it was not probable that the performance condition would be satisfied as the closing of a qualified public offering or change in control is not deemed probable until consummated. Accordingly, prior to September 29, 2021, the date of the Direct Listing, the Company had not recorded stock-based |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases retail, office, optical laboratory, and distribution center space under operating leases from third parties. As of June 30, 2022, the total lease terms of the various leases range from 3 to 18 years. The leases generally contain renewal options and rent escalation clauses, and from time to time include contingent rent provisions. Renewal options are exercisable at the Company’s sole discretion and are included in the lease term if they are reasonably certain to be exercised. In general it is not reasonably certain that lease renewals will be exercised at lease commencement and as such, lease renewals are not included in the lease term. The Company’s finance leases are immaterial. The following table presents the assets and liabilities related to the Company’s leases: June 30, Lease assets: Right-of-use assets $ 115,463 Total lease assets 115,463 Lease liabilities: Current lease liabilities 18,737 Non-current lease liabilities 139,735 Total lease liabilities $ 158,472 The following table details the Company’s net lease expense: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Operating lease expense $ 6,280 $ 12,293 Variable lease expense 937 1,875 Net lease expense $ 7,217 $ 14,168 Variable lease expense primarily consists of contingent rent, common area maintenance charges, property taxes, and other non-fixed lease related costs. The following table presents the future maturity of lease liabilities: Operating Leases (1) 2022 $ 7,355 2023 34,150 2024 34,339 2025 26,642 2026 24,778 Thereafter 49,706 Total undiscounted lease cash flows 176,970 Impact of discounting (18,498) Present value of lease payments $ 158,472 (1) The year 2022 includes $8.3 million of expected cash inflows from TIAs. Operating lease payments exclude $7.1 million of legally binding minimum lease payments for leases signed but not yet commenced. The following tables present other relevant lease information: June 30, Weighted average remaining lease term (years) 5.9 Weighted average discount rate 3.5 % Six Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,858 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Credit Facility In August 2013, the Company entered into the Loan and Security Agreement with Comerica Bank, or the Credit Facility, as amended, that consists of a revolving credit line of up to $50.0 million. The revolving credit line has a sub-limit of up to $15.0 million for the issuance of letters of credit. Borrowings under the revolving credit line bear interest on the principal amount outstanding at a variable interest rate based on either LIBOR or the bank’s prime rate (as defined in the credit agreement), with no additional margin. The Company is charged fees on the uncommitted portion of the credit line of approximately 0.2% as long as total borrowings remain less than $15.0 million. Other than letters of credit outstanding of $4.1 million and $4.0 million as of June 30, 2022 and December 31, 2021, respectively, used to secure certain leases in lieu of a cash security deposit, there were no other borrowings outstanding under the Credit Facility. Litigation During the normal course of business, the Company may become subject to legal proceedings, claims and litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated. As of June 30, 2022, the Company is not subject to any pending legal matters or claims that could have a material adverse effect on its financial position, results of operations, or cash flows should such litigation be resolved unfavorably. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The computation of net loss per share attributable to common stockholders is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator Net loss $ (32,166) $ (10,307) $ (66,299) $ (7,295) Less: deemed dividend upon redemption of redeemable convertible preferred stock — (8,524) — (13,137) Net loss attributable to common stockholders - basic and diluted $ (32,166) $ (18,831) $ (66,299) $ (20,432) Denominator Weighted average shares, basic and diluted 114,679,892 54,019,802 114,393,420 53,986,670 Earnings Per Share Net loss per share attributable to common stockholders, basic and diluted $ (0.28) $ (0.35) $ (0.58) $ (0.38) The following potentially dilutive shares were excluded from the computation of diluted net loss per share because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Redeemable convertible preferred stock — 53,299,362 — 53,299,362 Stock options to purchase common stock 3,295,106 8,153,571 3,295,106 8,153,571 Unvested restricted stock units 3,320,619 4,266,749 3,320,619 4,266,749 Unvested performance stock units 4,397,688 4,397,688 4,397,688 4,397,688 Warrants to purchase Series B redeemable convertible preferred stock — 21,745 — 21,745 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Prior to its Direct Listing, the Company issued secured promissory notes to certain related party members of senior management, including its executive officers. The promissory notes are collateralized by the stock purchased in relation to the exercise of employee stock options, and as such have been treated as non-recourse notes in the condensed consolidated financial statements. The promissory notes are issued with a term of 8.5 years and an interest rate equal to the minimum applicable federal mid-term rate in the month the loan was issued. The secured promissory notes are recorded as a reduction to equity offsetting the amount in additional paid-in-capital related to the exercised options funded by the notes. In August 2021, prior to the Direct Listing, the executive officers repaid their promissory notes in full, however several promissory notes remain outstanding with other members of senior management. No new promissory notes were issued during the six months ended June 30, 2022 and $13.8 million was issued in the six months ended June 30, 2021. During the three and six months ended June 30, 2022, the outstanding loan balance increased by an immaterial amount due to interest. The loans had a balance of $3.1 million at both June 30, 2022 and December 31, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events August 2022 Restructuring In August 2022, the Company initiated a restructuring plan to reduce the Company’s costs and drive long-term operational efficiencies that resulted in a reduction in force of 63 positions at the Company’s corporate offices. The Company estimates that it will incur total cash charges for employee severance and related costs of approximately $1.7 million, which are expected to be recognized in the third quarter of 2022. The Company expects the restructuring plan to be substantially completed by the end of the third quarter of 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared and are presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021 and the related notes. The December 31, 2021 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements as of that date. The unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements. There have been no significant changes in accounting policies during the six months ended June 30, 2022 from those disclosed in the audited consolidated financial statements for the year ended December 31, 2021 and the related notes, except for the adoption of new accounting pronouncements as noted under the heading Recently Adopted Accounting Pronouncements below. |
Principles of Consolidation | Principles of ConsolidationThe condensed consolidated financial statements include the financial statements of Warby Parker Inc., and its wholly owned subsidiaries. The Company has consolidated certain entities meeting the definition of a variable interest entity as the Company concluded that it is the primary beneficiary of the entities. The inclusion of these entities does not have a material impact on its condensed consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The Company prepares its condensed consolidated financial statements in conformity with U.S. GAAP. These principles require management to make certain estimates and assumptions during the preparation of its condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Management’s estimates are based on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Significant estimates underlying the accompanying condensed consolidated financial statements include, but are not limited to (i) the valuation of inventory, including the determination of the net realizable value, (ii) reserves for sales returns, (iii) the useful lives and recoverability of long-lived assets, (iv) the determination of deferred income taxes, including related valuation allowances, (v) allowances for doubtful accounts, and (vi) assumptions related to the valuation of common stock and determination of stock-based compensation. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who makes decisions about allocating resources and assessing performance. The Company defines its CODM as its co-Chief Executive Officers. The Company has identified one operating segment. When evaluating the Company’s performance and allocating resources, the CODM relies on financial information prepared on a consolidated basis. |
Concentration of Credit Risk and Major Suppliers | Concentration of Credit Risk and Major SuppliersFinancial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents in various accounts, which, at times, may exceed the limits insured by the Federal Deposit Insurance Corporation of $250 thousand per institution and the Canada Deposit Insurance Corporation of $100 thousand Canadian dollars. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid short-term investments with an original maturity of three months or less to be a cash equivalent. Cash and cash equivalents include both deposits with banks and financial institutions and receivables from credit card issuers, which are typically converted into cash within two to four days of capture. As such, these receivables are recorded as a deposit in transit as a component of cash and cash equivalents on the condensed consolidated balance sheets. |
Inventory | Inventory is stated at the lower of cost or net realizable value, with cost determined on a weighted average cost basis. The Company continuously evaluates the composition of its inventory and makes adjustments when the cost of inventory is not expected to be fully recoverable. The estimated net realizable value of inventory is determined based on an analysis of historical sales trends, the impact of market trends and economic conditions, and a forecast of future demand. Adjustments for damaged inventory are recorded primarily based on actual damaged inventory. Adjustments for inventory shrink, representing the physical loss of inventory, include estimates based on historical experience, and are adjusted based upon physical inventory counts. However, unforeseen adverse future economic and market conditions could result in actual results differing materially from estimates. |
Revenue Recognition | Revenue Recognition The Company primarily derives revenue from the sales of eyewear products, optical services, and accessories. The Company sells products and services through its stores, website, and mobile apps. Revenue generated from eyewear products includes the sales of prescription and non-prescription optical glasses and sunglasses, contact lenses, eyewear accessories, and expedited shipping charges, which are charged to the customer, associated with these purchases. All revenue is reported net of sales taxes collected from customers on behalf of taxing authorities and variable consideration, including returns and discounts. Revenue is recognized when performance obligations are satisfied through either the transfer of control of promised goods or the rendering of services to the Company's customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product, which is generally determined to be the point of delivery or upon rendering of the service in the case of eye exams. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. In the normal course of business, payment may be collected from the customer prior to recognizing revenue and such cash receipts are included in deferred revenue until the order is delivered to the customer. Substantially all of the deferred revenue included on the balance sheet at December 31, 2021 was recognized as revenue in the first quarter of 2022 and the Company expects substantially all of the deferred revenue at June 30, 2022 to be recognized as revenue in the third quarter of 2022. The Company’s sales policy allows customers to return merchandise for any reason within 30 days of receipt, generally for an exchange or refund. An allowance is recorded within other current liabilities on the condensed consolidated balance sheets for expected future customer returns which the Company estimates using historical return patterns and its expectation of future returns. Any difference between the actual return and previous estimates is adjusted in the period in which such returns occur. Historical return estimates have not materially differed from actual returns in any of the periods presented. The allowance for returns was $2.0 million and $1.8 million at June 30, 2022 and December 31, 2021, respectively. |
Leases | Leases The Company records a lease liability and corresponding right-of-use (“ROU”) asset at lease commencement. The lease liability is measured at the present value of non-cancellable future lease payments over the lease term, minus expected tenant improvement allowances (“TIAs”) determined to be lease incentives. The ROU asset is measured at the lease liability amount, adjusted for prepaid lease payments, TIAs expected to be received, and any initial direct costs. When calculating the present value of future lease payments, the Company utilizes an incremental borrowing rate, which incorporates several factors including the lease term, U.S. Treasury bond rates, financial ratios related to earnings and cash flows, and other comparisons with similarly sized companies. Many of the Company’s leases contain TIA provisions, which represent contractual amounts receivable from a lessor for improvements to the leased property made by the Company which are determined to represent lease incentives. The Company considers TIAs to be reasonably certain to collect, and includes them in the present value calculation when determining the lease liabilities for new leases. The benefit from a TIA is amortized through rent expense over the term of the related lease. The recognition of rent expense for an operating lease commences on the date at which control and possession of the property is obtained. Rent expense is calculated by recognizing total fixed minimum rental payments, net of any TIAs or other rental concessions, on a straight-line basis over the lease term. Some of the Company’s retail leases contain percent of sales rent or similar provisions, which is recognized as incurred as variable rent. Retail, optical laboratory, and distribution center rent expense is recognized as a component of cost of goods sold and all other rent expense is recognized as a component of selling, general, and administrative expenses. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Codification No. 2016-02, Leases (Topic 842) (“ASC 842”), which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted this standard as of January 1, 2022, using a modified retrospective transition approach without adjusting the comparative periods presented. The new standard provides a number of optional practical expedients in transition. The Company elected practical expedients permitted under ASC 842, specifically to not reassess its prior conclusions about lease identification, to not reassess lease classification, and to not reassess initial direct costs. The Company did not elect the practical expedient allowing the use of hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. The most significant financial statement impact of ASC 842 related to the recognition of right-of-use assets and lease liabilities on the condensed consolidated balance sheets for the Company’s retail stores, corporate offices, optical laboratories, and distribution center operating leases based on the present value of total fixed payments. Upon adoption, the Company recorded right-of-use assets of $109.4 million, lease liabilities of $146.2 million, and other liabilities of $2.2 million, and reclassified historical deferred rent and tenant improvement allowance balances of $39.0 million to operating lease right-of-use assets. The adoption did not impact the condensed consolidated statements of operations or retained earnings. The impact of the adoption of ASC 842 on the condensed consolidated balance sheet is as follows: December 31, Impact of ASC 842 Adoption January 1, 2022 Assets Current assets $ 327,980 $ — $ 327,980 Property and equipment, net 112,195 — 112,195 Right-of-use lease assets — 109,374 (1) 109,374 Other assets 471 — 471 Total assets $ 440,646 $ 109,374 $ 550,020 Liabilities and stockholders' deficit Current liabilities: Accounts payable $ 30,890 $ — $ 30,890 Accrued expenses 60,840 — 60,840 Deferred revenue 22,073 — 22,073 Current lease liabilities — 14,710 (2) 14,710 Other current liabilities 4,301 (2,484) (3) 1,817 Total current liabilities 118,104 12,226 130,330 Deferred rent 36,544 (36,544) (3) — Non-current lease liabilities — 131,492 (2) 131,492 Other liabilities — 2,200 (4) 2,200 Total liabilities 154,648 109,374 264,022 Stockholders' equity 285,998 — 285,998 Total liabilities and stockholders' deficit $ 440,646 $ 109,374 $ 550,020 (1) Represents the recognition of operating lease right-of-use assets, reflecting lease rights and the reclassifications of deferred rent and tenant allowances. (2) Represents the recognition of current and non-current lease liabilities for fixed payments associated with the Company’s operating leases. (3) Represents the reclassification of current and non-current deferred rent and tenant improvement allowances to operating lease right-of-use assets. (4) Represents the recognition of negative operating lease right-of-use assets into other liabilities. This typically occurs when a lease contains TIAs but most or all of the cash rent is variable in nature and does not result in a lease liability. In January 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), and additional changes, modifications, clarifications or interpretations related to this guidance thereafter, which require a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available for-sale debt securities at the amount expected to be collected. The Company early adopted this guidance as of January 1, 2022 using the modified retrospective approach. The Company considered its accounts receivable balance, mainly consisting of amounts due from insurance carriers, and the related reserve for uncollectible accounts which is assessed primarily based on the aging of the related receivables. The Company considered other relevant factors such as counterparty creditworthiness, historical collections, receivable terms, and the size of the individual receivables when determining the reserve. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures. Recently Issued Accounting Pronouncements The Company has considered all new accounting pronouncements issued during the three and six months ended June 30, 2022 and does expect any to have a material impact on its condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table disaggregates the Company’s revenue by product: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Eyewear products $ 142,985 $ 127,618 $ 290,304 $ 262,292 Services and other 6,639 3,942 12,538 8,241 Total Revenue $ 149,624 $ 131,560 $ 302,842 $ 270,533 The following table disaggregates the Company’s revenue by channel: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 E-commerce $ 58,448 $ 58,478 $ 125,452 $ 136,660 Retail 91,176 73,082 177,390 133,873 Total Revenue $ 149,624 $ 131,560 $ 302,842 $ 270,533 |
Accounting Standards Update and Change in Accounting Principle | The impact of the adoption of ASC 842 on the condensed consolidated balance sheet is as follows: December 31, Impact of ASC 842 Adoption January 1, 2022 Assets Current assets $ 327,980 $ — $ 327,980 Property and equipment, net 112,195 — 112,195 Right-of-use lease assets — 109,374 (1) 109,374 Other assets 471 — 471 Total assets $ 440,646 $ 109,374 $ 550,020 Liabilities and stockholders' deficit Current liabilities: Accounts payable $ 30,890 $ — $ 30,890 Accrued expenses 60,840 — 60,840 Deferred revenue 22,073 — 22,073 Current lease liabilities — 14,710 (2) 14,710 Other current liabilities 4,301 (2,484) (3) 1,817 Total current liabilities 118,104 12,226 130,330 Deferred rent 36,544 (36,544) (3) — Non-current lease liabilities — 131,492 (2) 131,492 Other liabilities — 2,200 (4) 2,200 Total liabilities 154,648 109,374 264,022 Stockholders' equity 285,998 — 285,998 Total liabilities and stockholders' deficit $ 440,646 $ 109,374 $ 550,020 (1) Represents the recognition of operating lease right-of-use assets, reflecting lease rights and the reclassifications of deferred rent and tenant allowances. (2) Represents the recognition of current and non-current lease liabilities for fixed payments associated with the Company’s operating leases. (3) Represents the reclassification of current and non-current deferred rent and tenant improvement allowances to operating lease right-of-use assets. (4) Represents the recognition of negative operating lease right-of-use assets into other liabilities. This typically occurs when a lease contains TIAs but most or all of the cash rent is variable in nature and does not result in a lease liability. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following: June 30, December 31, 2021 Leasehold improvements $ 123,570 $ 110,948 Computers and equipment 27,622 23,084 Furniture and fixtures 20,790 17,473 Capitalized software 17,039 13,389 Construction in process 13,435 10,992 202,456 175,886 Less: accumulated depreciation and amortization (73,984) (63,691) Property and equipment, net $ 128,472 $ 112,195 Depreciation and amortization expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of goods sold $ 4,906 $ 3,685 $ 9,554 $ 7,096 Selling, general, and administrative expenses 2,974 1,433 5,463 2,727 Total depreciation and amortization expense $ 7,880 $ 5,118 $ 15,017 $ 9,823 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consists of the following: June 30, December 31, 2021 Unvested early exercised stock options $ 11,068 $ 14,396 Payroll related costs 9,742 11,851 Optical laboratory and inventory costs 5,033 5,325 Charitable contributions 4,670 5,639 Marketing expenses 4,572 12,061 Other accrued expenses 14,753 11,568 Total accrued expenses $ 49,838 $ 60,840 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense (Benefit) | The Company's income tax expense and effective tax rate were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income tax expense $ 47 $ 1,059 $ 586 $ 1,202 Effective tax rate (0.1) % (11.5) % (0.9) % (19.7) % |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of June 30, 2022, outstanding shares of common stock as well as shares of common stock attributable to stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”) were as follows: Class A Class B Class C Common stock outstanding 95,592,528 18,978,739 — Employee stock options – outstanding 1,188,340 2,106,766 — Restricted stock units – outstanding 1,714,271 2,050,286 — Performance stock units – outstanding — 4,397,688 — Employee stock plans – available 20,038,279 — — Shares of Class A common stock issuable upon conversion of all outstanding Class B common stock, options, RSUs, and PSUs 27,533,479 — — Total common stock – outstanding or issuable on exercise of options 146,066,897 27,533,479 — Authorized 750,000,000 150,000,000 150,000,000 Common stock available for future issuance 603,933,103 122,466,521 150,000,000 |
Class of Treasury Stock | During the six months ended June 30, 2022, the Company did not repurch ase stock. In February and June 2021, the Company repurchased shares of common stock and redeemable convertible preferred stock directly from investors as follows: Number of Shares Repurchased Amount Paid Series A common stock 63,821 $ 1,566 Series AA redeemable convertible preferred stock 160,136 3,928 Series D redeemable convertible preferred stock 60,137 1,475 Series E redeemable convertible preferred stock 45,507 1,116 Total repurchases 329,601 $ 8,085 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of goods sold $ 231 $ — $ 457 $ — Selling, general, and administrative expenses 26,533 11,670 53,451 11,670 Total stock-based compensation expense $ 26,764 $ 11,670 $ 53,908 $ 11,670 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were used for options granted during the six months ended June 30, 2021: Six Months Ended June 30, 2021 Risk-free interest rates 0.6 % Expected dividend yield — Expected term 6.25 years Volatility 60 % |
Share-based Payment Arrangement, Option, Activity | A summary of stock option activity for the six months ended June 30, 2022 is as follows: Number of Weighted Weighted Aggregate Balance at December 31, 2021 3,623,377 $ 8.03 5.7 $ 136,824 Options granted — — Options exercised (326,771) 10.88 6,146 Options forfeited (1,500) 4.46 Balance at June 30, 2022 3,295,106 $ 7.75 5.1 $ 17,123 Exercisable as of June 30, 2022 3,295,106 $ 7.75 5.1 $ 17,123 Vested as of June 30, 2022 2,338,797 4.21 4.0 Unvested as of June 30, 2022 956,309 $ 16.40 7.9 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of RSU activity for the six months ended June 30, 2022 is as follows: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Unvested as of December 31, 2021 3,527,167 $ 33.38 Granted 466,418 17.84 Forfeited (109,820) 38.05 Released (323,920) 23.13 Vested and not yet released (239,226) 31.30 Unvested as of June 30, 2022 3,320,619 $ 32.19 |
Schedule of Nonvested Performance-based Units Activity | The PSUs are divided into eight substantially equal tranches, each one vesting on the date the 90-day trailing volume-weighted average trading price of the Company’s Class A common stock exceeds the stock price hurdle, as set forth in the table below, provided that no PSUs may vest prior to the six month anniversary of the Direct Listing. Tranche Number of PSUs Stock Price Hurdle 1 549,712 $ 47.75 2 549,710 $ 55.71 3 549,712 $ 63.67 4 549,710 $ 71.63 5 549,712 $ 79.59 6 549,710 $ 87.55 7 549,712 $ 95.50 8 549,710 $ 103.46 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | The following table presents the assets and liabilities related to the Company’s leases: June 30, Lease assets: Right-of-use assets $ 115,463 Total lease assets 115,463 Lease liabilities: Current lease liabilities 18,737 Non-current lease liabilities 139,735 Total lease liabilities $ 158,472 |
Lease, Cost | The following table details the Company’s net lease expense: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Operating lease expense $ 6,280 $ 12,293 Variable lease expense 937 1,875 Net lease expense $ 7,217 $ 14,168 The following tables present other relevant lease information: June 30, Weighted average remaining lease term (years) 5.9 Weighted average discount rate 3.5 % Six Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,858 |
Lessee, Operating Lease, Liability, Maturity | The following table presents the future maturity of lease liabilities: Operating Leases (1) 2022 $ 7,355 2023 34,150 2024 34,339 2025 26,642 2026 24,778 Thereafter 49,706 Total undiscounted lease cash flows 176,970 Impact of discounting (18,498) Present value of lease payments $ 158,472 (1) The year 2022 includes $8.3 million of expected cash inflows from TIAs. Operating lease payments exclude $7.1 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of net loss per share attributable to common stockholders is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator Net loss $ (32,166) $ (10,307) $ (66,299) $ (7,295) Less: deemed dividend upon redemption of redeemable convertible preferred stock — (8,524) — (13,137) Net loss attributable to common stockholders - basic and diluted $ (32,166) $ (18,831) $ (66,299) $ (20,432) Denominator Weighted average shares, basic and diluted 114,679,892 54,019,802 114,393,420 53,986,670 Earnings Per Share Net loss per share attributable to common stockholders, basic and diluted $ (0.28) $ (0.35) $ (0.58) $ (0.38) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were excluded from the computation of diluted net loss per share because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Redeemable convertible preferred stock — 53,299,362 — 53,299,362 Stock options to purchase common stock 3,295,106 8,153,571 3,295,106 8,153,571 Unvested restricted stock units 3,320,619 4,266,749 3,320,619 4,266,749 Unvested performance stock units 4,397,688 4,397,688 4,397,688 4,397,688 Warrants to purchase Series B redeemable convertible preferred stock — 21,745 — 21,745 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Fees related to direct listing | $ 4.1 | $ 4.4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Concentration Risk [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Uninsured cash balances | $ 210,200 | $ 255,000 | ||
Cash and cash equivalents | 211,603 | 256,416 | ||
Finished goods | 15,100 | 14,100 | ||
Component parts | 55,700 | 43,000 | ||
Allowance for returns | 2,000 | 1,800 | ||
Right-of-use lease assets | 115,463 | $ 109,400 | 0 | |
Lease liabilities | 158,472 | 146,200 | ||
Other liabilities | 1,931 | 2,200 | 0 | |
Impact of ASC 842 Adoption | ||||
Concentration Risk [Line Items] | ||||
Right-of-use lease assets | 109,374 | |||
Other liabilities | 2,200 | |||
Deferred rent balances | $ 39,000 | |||
Credit Card Receivable | ||||
Concentration Risk [Line Items] | ||||
Cash and cash equivalents | $ 3,400 | $ 6,300 | ||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Top Five Inventory Suppliers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 22% | 19% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 149,624 | $ 131,560 | $ 302,842 | $ 270,533 |
E-commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 58,448 | 58,478 | 125,452 | 136,660 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 91,176 | 73,082 | 177,390 | 133,873 |
Eyewear products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 142,985 | 127,618 | 290,304 | 262,292 |
Services and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 6,639 | $ 3,942 | $ 12,538 | $ 8,241 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - ASC 842 (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total current assets | $ 295,808 | $ 327,980 | |||||
Property and equipment, net | 128,472 | 112,195 | |||||
Right-of-use lease assets | 115,463 | $ 109,400 | 0 | ||||
Other assets | 3,814 | 471 | |||||
Total assets | 543,557 | 440,646 | |||||
Accounts payable | 30,932 | 30,890 | |||||
Accrued expenses | 49,838 | 60,840 | |||||
Deferred revenue | 18,306 | 22,073 | |||||
Current lease liabilities | 18,737 | 0 | |||||
Other current liabilities | 2,047 | 4,301 | |||||
Total current liabilities | 119,860 | 118,104 | |||||
Deferred rent | 0 | 36,544 | |||||
Non-current lease liabilities | 139,735 | 0 | |||||
Other liabilities | 1,931 | 2,200 | 0 | ||||
Total liabilities | 261,526 | 154,648 | |||||
Total stockholders’ equity | 282,031 | $ 280,883 | 285,998 | $ (215,820) | $ (199,166) | $ (198,097) | |
Total liabilities and stockholders’ equity | $ 543,557 | $ 440,646 | |||||
Impact of ASC 842 Adoption | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total current assets | 0 | ||||||
Property and equipment, net | 0 | ||||||
Right-of-use lease assets | 109,374 | ||||||
Other assets | 0 | ||||||
Total assets | 109,374 | ||||||
Accounts payable | 0 | ||||||
Accrued expenses | 0 | ||||||
Deferred revenue | 0 | ||||||
Current lease liabilities | 14,710 | ||||||
Other current liabilities | (2,484) | ||||||
Total current liabilities | 12,226 | ||||||
Deferred rent | (36,544) | ||||||
Non-current lease liabilities | 131,492 | ||||||
Other liabilities | 2,200 | ||||||
Total liabilities | 109,374 | ||||||
Total stockholders’ equity | 0 | ||||||
Total liabilities and stockholders’ equity | 109,374 | ||||||
Adjusted Balance | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total current assets | 327,980 | ||||||
Property and equipment, net | 112,195 | ||||||
Right-of-use lease assets | 109,374 | ||||||
Other assets | 471 | ||||||
Total assets | 550,020 | ||||||
Accounts payable | 30,890 | ||||||
Accrued expenses | 60,840 | ||||||
Deferred revenue | 22,073 | ||||||
Current lease liabilities | 14,710 | ||||||
Other current liabilities | 1,817 | ||||||
Total current liabilities | 130,330 | ||||||
Deferred rent | 0 | ||||||
Non-current lease liabilities | 131,492 | ||||||
Other liabilities | 2,200 | ||||||
Total liabilities | 264,022 | ||||||
Total stockholders’ equity | 285,998 | ||||||
Total liabilities and stockholders’ equity | $ 550,020 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 202,456 | $ 202,456 | $ 175,886 | ||
Less: accumulated depreciation and amortization | (73,984) | (73,984) | (63,691) | ||
Property and equipment, net | 128,472 | 128,472 | 112,195 | ||
Total depreciation and amortization expense | 7,880 | $ 5,118 | 15,017 | $ 9,823 | |
Cost of goods sold | |||||
Property, Plant and Equipment [Line Items] | |||||
Total depreciation and amortization expense | 4,906 | 3,685 | 9,554 | 7,096 | |
Selling, general, and administrative expenses | |||||
Property, Plant and Equipment [Line Items] | |||||
Total depreciation and amortization expense | 2,974 | $ 1,433 | 5,463 | $ 2,727 | |
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 123,570 | 123,570 | 110,948 | ||
Computers and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 27,622 | 27,622 | 23,084 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 20,790 | 20,790 | 17,473 | ||
Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 17,039 | 17,039 | 13,389 | ||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 13,435 | $ 13,435 | $ 10,992 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Unvested early exercised stock options | $ 11,068 | $ 14,396 |
Payroll related costs | 9,742 | 11,851 |
Optical laboratory and inventory costs | 5,033 | 5,325 |
Charitable contributions | 4,670 | 5,639 |
Marketing expenses | 4,572 | 12,061 |
Other accrued expenses | 14,753 | 11,568 |
Total accrued expenses | $ 49,838 | $ 60,840 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 47 | $ 1,059 | $ 586 | $ 1,202 |
Effective tax rate | (0.10%) | (11.50%) | (0.90%) | (19.70%) |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
May 31, 2022 shares | Jun. 30, 2022 USD ($) vote $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) vote $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | Sep. 30, 2021 | |
Temporary Equity [Line Items] | |||||||
Common stock shares authorized | 1,050,000,000 | 1,050,000,000 | |||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Conversion ratio | 1 | ||||||
Preferred stock shares authorized | 50,000,000 | 50,000,000 | |||||
Preferred stock shares outstanding | 0 | 0 | |||||
Non-cash charitable contribution | $ | $ 3,300 | $ 3,270 | $ 0 | ||||
Series A common stock | |||||||
Temporary Equity [Line Items] | |||||||
Common stock shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||
Number of votes granted | vote | 1 | 1 | |||||
Non-cash charitable contributions (in shares) | 178,572 | ||||||
Series B common stock | |||||||
Temporary Equity [Line Items] | |||||||
Common stock shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||||
Number of votes granted | vote | 10 | 10 | |||||
Series C common stock | |||||||
Temporary Equity [Line Items] | |||||||
Common stock shares authorized | 150,000,000 | 150,000,000 | |||||
Number of votes granted | vote | 0 | 0 | |||||
Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Excess of preferred stock repurchase price over carrying value | $ | $ 5,000 | ||||||
Common Stock | |||||||
Temporary Equity [Line Items] | |||||||
Excess of preferred stock repurchase price over carrying value | $ | $ 1,600 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders’ Equity - Common Stock Outstanding (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Employee stock options - outstanding (in shares) | 3,295,106 | 3,623,377 |
Authorized (in shares) | 1,050,000,000 | |
Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Total common stock – outstanding or issuable on exercise of options (in shares) | 3,244,066 | |
Series A common stock | ||
Class of Stock [Line Items] | ||
Common stock outstanding (in shares) | 95,592,528 | 94,901,623 |
Employee stock options - outstanding (in shares) | 1,188,340 | |
Shares of Class A common stock issuable upon conversion of all outstanding Class B common stock, options, RSUs, and PSUs (in shares) | 27,533,479 | |
Total common stock – outstanding or issuable on exercise of options (in shares) | 146,066,897 | |
Authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock available for future issuance (in shares) | 603,933,103 | |
Series A common stock | Restricted stock units (RSUs) | ||
Class of Stock [Line Items] | ||
Stock units - outstanding (in shares) | 1,714,271 | |
Series A common stock | Performance Stock Units | ||
Class of Stock [Line Items] | ||
Stock units - outstanding (in shares) | 0 | |
Series A common stock | Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Employee stock options - available (in shares) | 20,038,279 | |
Series B common stock | ||
Class of Stock [Line Items] | ||
Common stock outstanding (in shares) | 18,978,739 | 18,719,184 |
Employee stock options - outstanding (in shares) | 2,106,766 | |
Shares of Class A common stock issuable upon conversion of all outstanding Class B common stock, options, RSUs, and PSUs (in shares) | 0 | |
Total common stock – outstanding or issuable on exercise of options (in shares) | 27,533,479 | |
Authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock available for future issuance (in shares) | 122,466,521 | |
Series B common stock | Restricted stock units (RSUs) | ||
Class of Stock [Line Items] | ||
Stock units - outstanding (in shares) | 2,050,286 | |
Series B common stock | Performance Stock Units | ||
Class of Stock [Line Items] | ||
Stock units - outstanding (in shares) | 4,397,688 | |
Series B common stock | Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Employee stock options - available (in shares) | 0 | |
Series C common stock | ||
Class of Stock [Line Items] | ||
Common stock outstanding (in shares) | 0 | |
Employee stock options - outstanding (in shares) | 0 | |
Shares of Class A common stock issuable upon conversion of all outstanding Class B common stock, options, RSUs, and PSUs (in shares) | 0 | |
Total common stock – outstanding or issuable on exercise of options (in shares) | 0 | |
Authorized (in shares) | 150,000,000 | |
Common stock available for future issuance (in shares) | 150,000,000 | |
Series C common stock | Restricted stock units (RSUs) | ||
Class of Stock [Line Items] | ||
Stock units - outstanding (in shares) | 0 | |
Series C common stock | Performance Stock Units | ||
Class of Stock [Line Items] | ||
Stock units - outstanding (in shares) | 0 | |
Series C common stock | Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Employee stock options - available (in shares) | 0 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock and Stockholders’ Equity - Stock Repurchased (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Class of Stock [Line Items] | ||
Number of Shares Repurchased | 329,601 | |
Amount Paid | $ 17,002 | $ 8,085 |
Series A common stock | ||
Class of Stock [Line Items] | ||
Number of Shares Repurchased | 63,821 | |
Amount Paid | $ 1,566 | |
Series AA redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Number of Shares Repurchased | 160,136 | |
Amount Paid | $ 3,928 | |
Series D redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Number of Shares Repurchased | 60,137 | |
Amount Paid | $ 1,475 | |
Series E redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Number of Shares Repurchased | 45,507 | |
Amount Paid | $ 1,116 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Sep. 29, 2021 shares | Jan. 31, 2022 shares | Aug. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) performanceCondition shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Annual increase in shares authorized as a percent of common stock outstanding | 1% | ||||||||
Total stock-based compensation expense | $ | $ 26,764 | $ 11,670 | $ 53,908 | $ 11,670 | |||||
Tender Offer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | $ 9,200 | $ 9,200 | |||||||
Series A common stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for future issuance | 146,066,897 | 146,066,897 | |||||||
Series B common stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for future issuance | 27,533,479 | 27,533,479 | |||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 16,794,213 | 16,794,213 | |||||||
Annual increase in shares authorized, percent | 5% | ||||||||
Number of additional shares authorized | 5,735,463 | ||||||||
2021 Plan | Series A common stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 11,076,515 | ||||||||
The Plans | Series A common stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 33,677,989 | ||||||||
Options approved for grant (in shares) | 11,413,848 | ||||||||
The Founders Grant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | $ 19,300 | $ 39,400 | |||||||
Stock options or restricted stock units (RSUs) | 2021 Incentive Award Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years | ||||||||
Employee Stock Purchase Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 2,215,303 | 3,362,395 | 3,362,395 | ||||||
Number of additional shares authorized | 1,147,092 | 16,614,772 | |||||||
Shares available for future issuance | 3,244,066 | 3,244,066 | |||||||
Maximum percent of employee base wages used to contribute to purchase of shares | 20% | 20% | |||||||
Percentage of fair market value, offering date | 85% | 85% | |||||||
Shares purchased under ESPP (in shares) | 118,329 | 118,329 | |||||||
Total stock-based compensation expense | $ | $ 900 | $ 1,500 | |||||||
Contributions withheld from employees | $ | 700 | 1,600 | |||||||
Cost not yet recognized, outstanding awards | $ | 4,500 | $ 4,500 | |||||||
Non-vested award, cost not yet recognized, period for recognition | 10 months 24 days | ||||||||
Stock options | The Plans | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Cost not yet recognized, outstanding awards | $ | 8,200 | $ 8,200 | |||||||
Non-vested award, cost not yet recognized, period for recognition | 1 year 1 month 6 days | ||||||||
Risk free interest rate, coupon rate assumption used | 0% | ||||||||
Expected dividend yield | 0% | 0% | |||||||
Award expiration period | 10 years | ||||||||
Restricted stock units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | 5,700 | $ 12,400 | |||||||
Units vested (in shares) | 323,920 | ||||||||
Granted (in shares) | 466,418 | ||||||||
Restricted stock units (RSUs) | 2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | 5,400 | $ 10,700 | |||||||
Units vested (in shares) | 936,646 | ||||||||
Restricted stock units (RSUs) | 2021 Incentive Award Plan | Series A or Series B common stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares receivable per share based payments award (in shares) | 1 | ||||||||
Restricted stock units (RSUs) | The Plans | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | $ 2,300 | $ 1,800 | |||||||
Non-vested award, cost not yet recognized, period for recognition | 1 year 6 months | ||||||||
Cost not yet recognized, outstanding awards | $ | 67,400 | $ 67,400 | |||||||
Restricted stock units (RSUs) | The Founders Grant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 5 years | ||||||||
Granted (in shares) | 1,884,724 | ||||||||
Grant date fair value | $ | 66,900 | ||||||||
Performance stock units (PSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | 13,600 | 27,000 | |||||||
Award expiration period | 10 years | ||||||||
Number of performance conditions | performanceCondition | 2 | ||||||||
Terms of award, stock price hurdle period | 10 years | ||||||||
Performance stock units (PSUs) | Monte Carlo simulation | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grant date fair value | $ | $ 128,800 | ||||||||
Performance stock units (PSUs) | Series B common stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares receivable per share based payments award (in shares) | 1 | ||||||||
Performance stock units (PSUs) | The Plans | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Non-vested award, cost not yet recognized, period for recognition | 1 year | ||||||||
Cost not yet recognized, outstanding awards | $ | $ 72,100 | $ 72,100 | |||||||
Performance stock units (PSUs) | The Founders Grant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 4,397,688 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 26,764 | $ 11,670 | $ 53,908 | $ 11,670 |
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 231 | 0 | 457 | 0 |
Selling, general, and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 26,533 | $ 11,670 | $ 53,451 | $ 11,670 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Assumptions (Details) - Stock options - The Plans | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rates | 0.60% | |
Expected dividend yield | 0% | 0% |
Expected term | 6 years 3 months | |
Volatility | 60% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of Stock Options | ||
Beginning balance (in shares) | shares | 3,623,377 | |
Options granted (in shares) | shares | 0 | |
Options exercised (in shares) | shares | (326,771) | |
Options forfeited (in shares) | shares | (1,500) | |
Ending balance (in shares) | shares | 3,295,106 | 3,623,377 |
Exercisable at end of period (in shares) | shares | 3,295,106 | |
Vested at end of period (in shares) | shares | 2,338,797 | |
Exercisable at end of period (in shares) | shares | 956,309 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ / shares | $ 8.03 | |
Options granted (in dollars per share) | $ / shares | 0 | |
Options exercised (in dollars per share) | $ / shares | 10.88 | |
Options forfeited (in dollars per share) | $ / shares | 4.46 | |
Ending balance (in dollars per share) | $ / shares | 7.75 | $ 8.03 |
Exercisable at end of period (in dollars per share) | $ / shares | 7.75 | |
Vested at end of period (in dollars per share) | $ / shares | 4.21 | |
Unvested at end of period (in dollars per share) | $ / shares | $ 16.40 | |
Weighted average contractual term | ||
Weighted average contractual term | 5 years 1 month 6 days | 5 years 8 months 12 days |
Exercisable at end of period | 5 years 1 month 6 days | |
Vested at end of period | 4 years | |
Unvested at end of period | 7 years 10 months 24 days | |
Aggregate intrinsic value | ||
Beginning balance | $ | $ 136,824 | |
Options exercised | $ | 6,146 | |
Ending balance | $ | 17,123 | $ 136,824 |
Exercisable at end of period | $ | $ 17,123 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted stock units (RSUs) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Restricted Stock Units | |
Unvested beginning balance (in shares) | shares | 3,527,167 |
Granted (in shares) | shares | 466,418 |
Forfeited (in shares) | shares | (109,820) |
Released (in shares) | shares | (323,920) |
Vested and not yet released (in shares) | shares | (239,226) |
Unvested ending balance (in shares) | shares | 3,320,619 |
Weighted Average Grant Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 33.38 |
Granted (in dollars per share) | $ / shares | 17.84 |
Forfeited (in dollars per share) | $ / shares | 38.05 |
Released (in dollars per share) | $ / shares | 23.13 |
Vested and not yet released (in dollars per share) | $ / shares | 31.30 |
Unvested ending balance (in dollars per share) | $ / shares | $ 32.19 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of PSUs (Details) - Unvested performance stock units | Jun. 30, 2022 $ / shares shares |
1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of PSUs (in shares) | shares | 549,712 |
Stock price hurdle (in dollars per share) | $ / shares | $ 47.75 |
2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of PSUs (in shares) | shares | 549,710 |
Stock price hurdle (in dollars per share) | $ / shares | $ 55.71 |
3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of PSUs (in shares) | shares | 549,712 |
Stock price hurdle (in dollars per share) | $ / shares | $ 63.67 |
4 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of PSUs (in shares) | shares | 549,710 |
Stock price hurdle (in dollars per share) | $ / shares | $ 71.63 |
5 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of PSUs (in shares) | shares | 549,712 |
Stock price hurdle (in dollars per share) | $ / shares | $ 79.59 |
6 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of PSUs (in shares) | shares | 549,710 |
Stock price hurdle (in dollars per share) | $ / shares | $ 87.55 |
7 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of PSUs (in shares) | shares | 549,712 |
Stock price hurdle (in dollars per share) | $ / shares | $ 95.50 |
8 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of PSUs (in shares) | shares | 549,710 |
Stock price hurdle (in dollars per share) | $ / shares | $ 103.46 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jun. 30, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease term period | 3 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease term period | 18 years |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Right-of-use lease assets | $ 115,463 | $ 109,400 | $ 0 |
Current lease liabilities | 18,737 | 0 | |
Non-current lease liabilities | 139,735 | $ 0 | |
Total lease liabilities | $ 158,472 | $ 146,200 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Operating lease expense | $ 6,280 | $ 12,293 |
Variable lease expense | 937 | 1,875 |
Net lease expense | $ 7,217 | $ 14,168 |
Leases - Future Minimum Operati
Leases - Future Minimum Operating Lease Payment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
2022 | $ 7,355 | |
2023 | 34,150 | |
2024 | 34,339 | |
2025 | 26,642 | |
2026 | 24,778 | |
Thereafter | 49,706 | |
Total undiscounted lease cash flows | 176,970 | |
Impact of discounting | (18,498) | |
Present value of lease payments | 158,472 | $ 146,200 |
Expected cash inflows from TIAs | 8,300 | |
Minimum lease payments for leases not yet commenced | $ 7,100 |
Leases - Other Lease Informatio
Leases - Other Lease Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 5 years 10 months 24 days |
Weighted average discount rate | 3.50% |
Operating cash flows from operating leases | $ 13,858 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Comerica Bank - Line of credit - USD ($) $ in Millions | 1 Months Ended | ||
Aug. 31, 2013 | Jun. 30, 2022 | Dec. 31, 2021 | |
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 50 | ||
Revolving credit facility | Credit Facility | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee percentage | 0.20% | ||
Unused capacity, maximum outstanding amount | $ 15 | ||
Letter of credit | Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 15 | ||
Letters of credit, outstanding amount | $ 4.1 | $ 4 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator | ||||||
Net loss | $ (32,166) | $ (34,133) | $ (10,307) | $ 3,011 | $ (66,299) | $ (7,295) |
Less: deemed dividend upon redemption of redeemable convertible preferred stock | 0 | (8,524) | 0 | (13,137) | ||
Net loss attributable to common stockholders, basic | (32,166) | (18,831) | (66,299) | (20,432) | ||
Net loss attributable to common stockholders, diluted | $ (32,166) | $ (18,831) | $ (66,299) | $ (20,432) | ||
Denominator | ||||||
Weighted average shares, basic (in shares) | 114,679,892 | 54,019,802 | 114,393,420 | 53,986,670 | ||
Weighted average shares, diluted (in shares) | 114,679,892 | 54,019,802 | 114,393,420 | 53,986,670 | ||
Earnings Per Share | ||||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.28) | $ (0.35) | $ (0.58) | $ (0.38) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.28) | $ (0.35) | $ (0.58) | $ (0.38) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders -Schedule of Antidilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 0 | 53,299,362 | 0 | 53,299,362 |
Stock options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 3,295,106 | 8,153,571 | 3,295,106 | 8,153,571 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 3,320,619 | 4,266,749 | 3,320,619 | 4,266,749 |
Unvested performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 4,397,688 | 4,397,688 | 4,397,688 | 4,397,688 |
Warrants to purchase Series B redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 0 | 21,745 | 0 | 21,745 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Management - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Due from related parties | $ 3.1 | $ 3.1 | |
Employee Loan Extended | |||
Related Party Transaction [Line Items] | |||
Promissory notes issued | $ 13.8 | ||
Secured promissory notes | |||
Related Party Transaction [Line Items] | |||
Notes payable, term | 8 years 6 months |
Subsequent Events (Details)
Subsequent Events (Details) - Employee Severance $ in Millions | 3 Months Ended | |
Aug. 11, 2022 position | Sep. 30, 2022 USD ($) | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of positions reduced in force | position | 63 | |
Forecast | ||
Subsequent Event [Line Items] | ||
Employee severance and related costs | $ | $ 1.7 |