Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 01, 2020 | |
Cover [Abstract] | ||
Entity registrant name | TheRealReal, Inc. | |
Trading symbol | REAL | |
Entity central index key | 0001573221 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Non-accelerated Filer | |
Document type | 10-Q | |
Document period end date | Jun. 30, 2020 | |
Document fiscal year focus | 2020 | |
Document fiscal period focus | Q2 | |
Amendment flag | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Entity Interactive Data Current | Yes | |
Entity common stock, shares outstanding | 87,618,041 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38953 | |
Entity Tax Identification Number | 45-1234222 | |
Entity Address, Address Line One | 55 Francisco Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94133 | |
City Area Code | 855 | |
Local Phone Number | 435-5893 | |
Title of 12(b) Security | Common stock, $0.00001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 304,348 | $ 154,446 |
Short-term investments | 105,934 | 208,811 |
Accounts receivable | 6,312 | 7,779 |
Inventory, net | 20,705 | 23,599 |
Prepaid expenses and other current assets | 14,950 | 13,804 |
Total current assets | 452,249 | 408,439 |
Property and equipment, net | 60,000 | 55,831 |
Operating lease right-of-use assets | 118,798 | |
Other assets | 3,013 | 2,660 |
Total assets | 634,060 | 466,930 |
Current liabilities | ||
Accounts payable | 5,989 | 11,159 |
Accrued consignor payable | 34,883 | 52,820 |
Operating lease liabilities, current portion | 15,045 | |
Other accrued and current liabilities | 46,636 | 54,567 |
Total current liabilities | 102,553 | 118,546 |
Operating lease liabilities, net of current portion | 115,608 | |
Convertible senior notes, net | 146,958 | |
Other noncurrent liabilities | 1,040 | 9,456 |
Total liabilities | 366,159 | 128,002 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized as of June 30, 2020 and December 31, 2019; 87,348,241 and 85,872,320 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 1 | 1 |
Additional paid-in capital | 703,189 | 693,426 |
Accumulated other comprehensive income | 401 | 7 |
Accumulated deficit | (435,690) | (354,506) |
Total stockholders’ equity | 267,901 | 338,928 |
Total liabilities and stockholders’ equity | $ 634,060 | $ 466,930 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 87,348,241 | 85,872,320 |
Common stock, shares, outstanding | 87,348,241 | 85,872,320 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 57,389 | $ 72,209 | $ 135,629 | $ 142,791 |
Cost of revenue: | ||||
Total cost of revenue | 21,620 | 26,159 | 50,663 | 54,359 |
Gross profit | 35,769 | 46,050 | 84,966 | 88,432 |
Operating expenses: | ||||
Marketing | 9,639 | 11,715 | 22,561 | 23,448 |
Operations and technology | 36,543 | 34,320 | 77,280 | 65,865 |
Selling, general and administrative | 32,559 | 25,355 | 67,663 | 47,674 |
Total operating expenses | 78,741 | 71,390 | 167,504 | 136,987 |
Loss from operations | (42,972) | (25,340) | (82,538) | (48,555) |
Interest income | 616 | 610 | 1,902 | 1,015 |
Interest expense | (384) | (380) | (404) | (511) |
Other income (expense), net | (97) | (1,706) | (89) | (1,987) |
Loss before provision for income taxes | (42,837) | (26,816) | (81,129) | (50,038) |
Provision for income taxes | 55 | 59 | 55 | 59 |
Net loss | (42,892) | (26,875) | (81,184) | (50,097) |
Accretion of redeemable convertible preferred stock to redemption value | (3,355) | |||
Net loss attributable to common stockholders | $ (42,892) | $ (26,875) | $ (81,184) | $ (53,452) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.49) | $ (2.83) | $ (0.94) | $ (5.87) |
Shares used to compute net loss per share attributable to common stockholders, basic and diluted | 87,064,384 | 9,494,447 | 86,826,590 | 9,102,234 |
Consignment and Service Revenue | ||||
Revenue: | ||||
Total revenue | $ 46,866 | $ 60,070 | $ 112,163 | $ 115,645 |
Cost of revenue: | ||||
Total cost of revenue | 12,860 | 17,200 | 30,949 | 33,146 |
Direct Revenue | ||||
Revenue: | ||||
Total revenue | 10,523 | 12,139 | 23,466 | 27,146 |
Cost of revenue: | ||||
Total cost of revenue | $ 8,760 | $ 8,959 | $ 19,714 | $ 21,213 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (42,892) | $ (26,875) | $ (81,184) | $ (50,097) |
Other comprehensive income (loss), net of tax: | ||||
Unrealized gain on investments | 80 | 2 | 394 | 30 |
Comprehensive loss | $ (42,812) | $ (26,873) | $ (80,790) | $ (50,067) |
Condensed Statements of Redeema
Condensed Statements of Redeemable Convertible Preferred Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ (257,690) | $ (25) | $ (257,665) | ||||
Beginning balance, shares at Dec. 31, 2018 | 31,053,601 | 73,724,645 | |||||
Beginning balance at Dec. 31, 2018 | $ 151,381 | $ 142,819 | |||||
Beginning balance, shares at Dec. 31, 2018 | 8,593,077 | ||||||
Issuance of convertible preferred stock, net of issuance costs | $ 43,572 | ||||||
Issuance of convertible preferred stock, net of issuance costs, shares | 6,350,345 | ||||||
Issuance of convertible preferred stock upon conversion of notes, net of issuance costs | $ 26,279 | ||||||
Issuance of convertible preferred stock upon conversion of notes, net of issuance costs, shares | 3,831,766 | ||||||
Accretion of redeemable convertible preferred stock to redemption value | (3,355) | $ 3,355 | $ (3,260) | (95) | |||
Compensation expense related to stock sales by current and former employees | 819 | 819 | |||||
Issuance of common stock upon exercise of options | 1,319 | 1,319 | |||||
Issuance of common stock upon exercise of options, shares | 739,053 | ||||||
Issuance of common stock upon exercise of warrants | 13 | 13 | |||||
Issuance of common stock upon exercise of warrants, shares | 4,935 | ||||||
Stock-based compensation expense | 1,109 | 1,109 | |||||
Other comprehensive income | 28 | 28 | |||||
Net loss | (23,222) | (23,222) | |||||
Ending balance at Mar. 31, 2019 | $ (280,979) | 3 | (280,982) | ||||
Ending balance, shares at Mar. 31, 2019 | 114,960,357 | 37,403,946 | 77,556,411 | ||||
Ending balance at Mar. 31, 2019 | $ 367,406 | $ 198,308 | $ 169,098 | ||||
Ending balance, shares at Mar. 31, 2019 | 9,337,065 | ||||||
Beginning balance at Dec. 31, 2018 | (257,690) | (25) | (257,665) | ||||
Beginning balance, shares at Dec. 31, 2018 | 31,053,601 | 73,724,645 | |||||
Beginning balance at Dec. 31, 2018 | $ 151,381 | $ 142,819 | |||||
Beginning balance, shares at Dec. 31, 2018 | 8,593,077 | ||||||
Net loss | (50,097) | ||||||
Ending balance at Jun. 30, 2019 | (306,122) | $ 1 | 1,729 | 5 | (307,857) | ||
Ending balance, shares at Jun. 30, 2019 | 37,403,946 | 77,556,411 | |||||
Ending balance at Jun. 30, 2019 | $ 198,228 | $ 169,102 | |||||
Ending balance, shares at Jun. 30, 2019 | 9,701,266 | ||||||
Beginning balance at Mar. 31, 2019 | $ (280,979) | 3 | (280,982) | ||||
Beginning balance, shares at Mar. 31, 2019 | 114,960,357 | 37,403,946 | 77,556,411 | ||||
Beginning balance at Mar. 31, 2019 | $ 367,406 | $ 198,308 | $ 169,098 | ||||
Beginning balance, shares at Mar. 31, 2019 | 9,337,065 | ||||||
Additional issuance costs for Series H redeemable convertible preferred stock (total issuance costs of $166) | $ (80) | ||||||
Reallocation of issuance costs for Series H convertible preferred stock (total issuance costs of $59) | $ 4 | ||||||
Issuance of common stock upon exercise of options | 423 | $ 1 | 422 | ||||
Issuance of common stock upon exercise of options, shares | 358,459 | ||||||
Issuance of common stock upon exercise of warrants | 20 | 20 | |||||
Issuance of common stock upon exercise of warrants, shares | 5,742 | ||||||
Stock-based compensation expense | 1,287 | 1,287 | |||||
Other comprehensive income | 2 | 2 | |||||
Net loss | (26,875) | (26,875) | |||||
Ending balance at Jun. 30, 2019 | (306,122) | $ 1 | 1,729 | 5 | (307,857) | ||
Ending balance, shares at Jun. 30, 2019 | 37,403,946 | 77,556,411 | |||||
Ending balance at Jun. 30, 2019 | $ 198,228 | $ 169,102 | |||||
Ending balance, shares at Jun. 30, 2019 | 9,701,266 | ||||||
Beginning balance at Dec. 31, 2019 | 338,928 | $ 1 | 693,426 | 7 | (354,506) | ||
Beginning balance, shares at Dec. 31, 2019 | 85,872,320 | ||||||
Issuance of common stock upon exercise of options | 2,564 | 2,564 | |||||
Issuance of common stock upon exercise of options, shares | 964,085 | ||||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes | (151) | (151) | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes, shares | 14,289 | ||||||
Stock-based compensation expense | 3,410 | 3,410 | |||||
Other comprehensive income | 314 | 314 | |||||
Net loss | (38,292) | (38,292) | |||||
Ending balance at Mar. 31, 2020 | 306,773 | $ 1 | 699,249 | 321 | (392,798) | ||
Ending balance, shares at Mar. 31, 2020 | 86,850,694 | ||||||
Beginning balance at Dec. 31, 2019 | 338,928 | $ 1 | 693,426 | 7 | (354,506) | ||
Beginning balance, shares at Dec. 31, 2019 | 85,872,320 | ||||||
Purchase of capped calls | (22,546) | ||||||
Net loss | (81,184) | ||||||
Ending balance at Jun. 30, 2020 | 267,901 | $ 1 | 703,189 | 401 | (435,690) | ||
Ending balance, shares at Jun. 30, 2020 | 87,348,241 | ||||||
Beginning balance at Mar. 31, 2020 | 306,773 | $ 1 | 699,249 | 321 | (392,798) | ||
Beginning balance, shares at Mar. 31, 2020 | 86,850,694 | ||||||
Issuance of common stock upon exercise of options | 1,790 | 1,790 | |||||
Issuance of common stock upon exercise of options, shares | 429,339 | ||||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes | (453) | (453) | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes, shares | 68,208 | ||||||
Stock-based compensation expense | 6,129 | 6,129 | |||||
Purchase of capped calls | (22,546) | (22,546) | |||||
Equity component of convertible senior notes, net of issuance costs | 19,020 | 19,020 | |||||
Other comprehensive income | 80 | 80 | |||||
Net loss | (42,892) | (42,892) | |||||
Ending balance at Jun. 30, 2020 | $ 267,901 | $ 1 | $ 703,189 | $ 401 | $ (435,690) | ||
Ending balance, shares at Jun. 30, 2020 | 87,348,241 |
Condensed Statements of Redee_2
Condensed Statements of Redeemable Convertible Preferred Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Equity Component of Convertible Senior Notes | |||
Stock issuance costs | $ 767 | ||
Series H Redeemable Convertible Preferred Stock | |||
Stock issuance costs | $ 166 | $ 86 | |
Series H Convertible Preferred Stock | |||
Stock issuance costs | $ 59 | $ 63 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (81,184) | $ (50,097) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 8,756 | 5,993 |
Stock-based compensation expense | 9,539 | 2,397 |
Reduction of operating lease right-of-use assets | 8,059 | |
Bad debt expense | 474 | 681 |
Compensation expense related to stock sales by current and former employees | 819 | |
Change in fair value of convertible preferred stock warrant liability | 2,100 | |
Accretion of unconditional endowment grant liability | 27 | 44 |
Accretion of debt discounts and issuance costs | 169 | 9 |
Amortization of premiums (discounts) on short-term investments | (251) | 42 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 993 | (2,627) |
Inventory, net | 2,894 | (2,309) |
Prepaid expenses and other current assets | (1,321) | (867) |
Other assets | (394) | 411 |
Operating lease liability | (4,842) | |
Accounts payable | (5,529) | 157 |
Accrued consignor payable | (17,937) | (1,855) |
Other accrued and current liabilities | (5,624) | (1,744) |
Other noncurrent liabilities | (410) | 672 |
Net cash used in operating activities | (86,581) | (46,174) |
Cash flow from investing activities: | ||
Purchases of short-term investments | (73,280) | (9,151) |
Proceeds from maturities of short-term investments | 176,802 | 22,898 |
Capitalized proprietary software development costs | (3,779) | (3,887) |
Purchases of property and equipment | (10,861) | (10,042) |
Net cash provided by (used in) investing activities | 88,882 | (182) |
Cash flow from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 43,492 | |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 26,283 | |
Proceeds from issuance of convertible senior notes, net of issuance costs | 166,314 | |
Purchase of capped calls | (22,546) | |
Proceeds from exercise of stock options and common stock warrants | 4,354 | 1,775 |
Payment of deferred offering costs | (3,057) | |
Taxes paid related to restricted stock vesting | (521) | |
Repayment of debt | (2,750) | |
Net cash provided by financing activities | 147,601 | 65,743 |
Net increase in cash, cash equivalents and restricted cash | 149,902 | 19,387 |
Cash, cash equivalents, and restricted cash | ||
Beginning of period | 154,446 | 45,627 |
End of period | 304,348 | 65,014 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 5 | 219 |
Cash paid for income taxes | 141 | |
Supplemental disclosures of non-cash investing and financing activities | ||
Accretion of redeemable convertible preferred stock to redemption value | 3,355 | |
Purchases of property and equipment included in accounts payable and other accrued and current liabilities | (2,389) | (837) |
Purchases of capitalized proprietary software development costs included in accounts payable and other accrued and current liabilities | 632 | |
Deferred offering costs in accounts payable and accrued liabilities | $ 2,219 | |
Issuance costs associated with issuance of convertible senior notes included in other accrued and current liabilities | 505 | |
Tax withholding liability for restricted stock | $ 83 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Organization and Description of Business The RealReal, Inc. (the “Company”) is an online marketplace for authenticated, consigned luxury goods across multiple categories, including women’s, men’s, kids’, jewelry and watches, and home and art. The Company was incorporated in the state of Delaware on March 29, 2011 and is headquartered in San Francisco, California. Impact of the Coronavirus (“COVID-19”) Pandemic The COVID-19 pandemic Operations in the Company’s fulfillment facilitates were limited in accordance with shelter-in-place orders. Social distancing measures implemented in the fulfillment facilities resulted in operations below full capacity All in-person white glove consignment appointments were suspended and replaced with virtual appointments. All luxury consignment offices and retail stores were temporarily closed for varying periods of time throughout the second quarter, with all reopening at the end of the second quarter. While the continuing and ultimate impact of the COVID-19 pandemic is highly uncertain, the Company expects its business operations and results of operations, including its net revenues, earnings and cash flows, will be further materially adversely impacted, including as a result of reduced operations in its fulfillment centers , temporary closures of retail stores, decreased productivity due to shelter-in-place orders, and a slowdown in the U.S. economy and uncertain global economic outlook. The Company believes that its financial resources, along with managing discretionary expenses, will allow it to manage the anticipated impact of COVID-19 on the Company’s business operations for the foreseeable future. The Company believes its existing cash and cash equivalents and short-term investments as of June 30, 2020 will be sufficient to meet its working capital and capital expenditures needs for at least the next 12 months. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. The Company’s functional and reporting currency is the U.S. dollar. The condensed balance sheet as of December 31, 2019 included herein was derived from the audited financial statements as of that date. The accompanying unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, redeemable convertible preferred stock, convertible preferred stock, and stockholders’ equity (deficit), and cash flows for the periods presented. These unaudited condensed financial statements should be read in conjunction with the Company’s financial statements and notes included in our Annual Report on Form 10-K filed with the SEC on March 11, 2020. Initial Public Offering The Company’s registration statement on Form S-1 (the “IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective on June 27, 2019, and the Company’s common stock began trading on the Nasdaq Global Select Market on June 28, 2019. On July 2, 2019, the Company completed its IPO, selling 15,000,000 shares of common stock at a price to the public of $20.00 per share, plus an additional 2,250,000 shares of common stock at a price to the public of $20.00 per share pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company received aggregate net proceeds of $315.5 million after deducting underwriting discounts and commissions of $24.1 million and issuance costs of $5.3 million. Immediately p rior to the completion of the IPO, the Company filed its Amended and Restated Certificate of Incorporation, which authorizes a total of 500,000,000 shares of common stock, and 50,000,000 shares of undesignated preferred stock The Company recorded the conversion of 114,960,357 shares of convertible preferred stock and redeemable convertible preferred stock then outstanding into 58,363,606 shares of common stock to additional paid-in capital. All outstanding preferred stock warrants converted into an aggregate of 103,563 common stock warrants Reverse Stock Split On June 13, 2019 the Company effected a reverse split of shares of the Company’s common stock on a 1-for-2 basis (the “Reverse Stock Split”). All issued and outstanding shares of common stock, warrants for common stock, options to purchase common stock and the related per share amounts contained in the financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. The par value and authorized shares of common stock were not adjusted as a result of the Reverse Stock Split. Additionally, the authorized, issued and outstanding shares of redeemable convertible preferred stock and convertible preferred stock and their related per share amounts, other than the conversion price per share, were not adjusted as a result of the Reverse Stock Split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant items subject to such estimates and assumptions include those related to revenue recognition, including the returns reserve and material right related to the Company’s tiered consignor commission plan, valuation of inventory, stock-based compensation, redemption value of redeemable convertible preferred stock, incremental borrowing rates related to lease liability, fair value of the liability component of convertible senior notes, and other contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. The Company assessed the impacts of the pandemic on the estimates and assumptions used in preparing these financial statements. In particular, the Company is monitoring its returns reserve and adjusting in response to changing consumer behaviors. Its estimates may change as new events occur and additional information is obtained; any such changes will be recognized in the financial statements. Actual results could differ from estimates, and any such differences may be material to the financial statements. Net Loss per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available or attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Before the IPO, the Company’s redeemable convertible preferred stock and convertible preferred stock were considered participating securities. However, the holders of such shares did not have a contractual obligation to participate in the Company’s losses. The Company’s convertible senior notes are participating securities as they give the holders the right to receive dividends if dividend or distribution declared to the common stockholders is equal to or greater than the last reported sale price of the Company’s common stock on the trading day immediately preceding the ex-dividend date for such dividend or distribution No . For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares and assumed conversion of the convertible senior notes are not assumed to have been issued within the calculation, if their effect is anti-dilutive. Revenue Recognition The Company generates revenue from the sale of pre-owned luxury goods through its online marketplace and retail locations. Consignment and Service Revenue The Company provides a service to sell pre-owned luxury goods on behalf of consignors to buyers through its online marketplace and retail locations. The Company retains a percentage of the proceeds received as payment for its consignment service, which the Company refers to as its take rate. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from the buyer. Title to the consigned goods remain with the consignor until transferred to the buyer subsequent to purchase of the consigned goods and expiration of the allotted return period. The Company does not take title of consigned goods at any time except in certain cases where returned goods become Company-owned inventory. The Company recognizes consignment revenue upon purchase of the consigned good by the buyer as its performance obligation of providing consignment services to the consignor is satisfied at that point. Consignment revenue is recognized net of certain buyer incentives and estimated returns and cancellations. The Company recognizes a returns reserve based on historical experience, which is recorded in other accrued and current liabilities on the balance sheets (see Note 5). Sales tax assessed by governmental authorities is excluded from revenue. Certain transactions provide consignors with a material right resulting from the tiered consignor commission plan. Under this plan, the amount an individual consignor receives for future sales of consigned goods may be dependent on previous consignment sales for that consignor within his/her consignment period. Accordingly, in certain consignment transactions, a small portion of the Company’s consignment revenue is allocated to such material right using the portfolio method and recorded as deferred revenue, which is recorded in other accrued and current liabilities on the balance sheets. The Company charges shipping fees to buyers and has elected to treat shipping and handling activities performed after control transfers to the buyer as fulfillment activities. All outbound shipping and handling costs are accounted for as fulfillment costs in cost of consignment and service revenue at the time revenue is recognized. The Company also generates subscription revenue from monthly memberships allowing buyers early access to shop for luxury goods. The buyers receive the early access and other benefits over the term of the subscription period, which represents a single stand-ready performance obligation. Therefore, the subscription fees paid by the buyer are recognized over the monthly subscription period. Subscription revenue was not material in the three months and six months ended June 30, 2020 and 2019. Direct Revenue The Company generates direct revenue from the sale of Company-owned inventory. The Company recognizes direct revenue on a gross basis upon shipment of the purchased good to the buyer as the Company acts as the principal in the transaction. Direct revenue is recognized net of incentives and estimated returns. Sales tax assessed by governmental authorities is excluded from revenue. Cost of direct revenue is also recognized upon shipment to the buyer in an amount equal to that paid to the consignor from the original consignment sale or the lower of cost of the inventory purchased and its net realizable value. Incentives Promotional incentives, which include basket promotional code discounts and other credits, may periodically be offered to consignors and buyers. These are treated as a reduction of consignment and service revenue and direct revenue. Additionally, the Company may offer site credits to buyers on current transactions to be applied towards future transactions, which are accounted as deferred revenue and included in other accrued and current liabilities on the balance sheets. Contract Liabilities The Company’s contractual liabilities consist of deferred revenue for material rights primarily related to the tiered consignor commission plan totaling $1.8 million as of June 30, 2020 and Cost of Revenue Cost of consignment and service revenue consist of shipping costs, credit card fees, packaging, customer service personnel-related costs, and website hosting services. Cost of direct revenue consists of the cost of goods sold, credit card fees, packaging, customer service personnel-related costs, and website hosting services. Stock-based Compensation Stock-based compensation expense related to employees is measured based on the grant-date fair value of the awards. Compensation expense is recognized in the statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the applicable award) using the straight-line method. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and accounts for forfeitures as they occur. The fair value of restricted stock units (“RSUs”) is estimated based on the fair market value of the Company’s common stock on the date of grant, which is determined based on the closing price of the Company’s common stock. Prior to the IPO, certain employees have sold their shares of the Company’s common stock to the Company’s existing investors. In such secondary sale transactions, the Company recorded the difference in purchase price and the fair value of such shares as compensation expense within selling, general and administrative in the statements of operations and a corresponding credit to additional paid-in capital. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in U.S. treasury securities. Restricted cash consists of cash deposited with a financial institution as collateral for the Company’s letters of credit for its facility leases and the Company’s credit cards. The following table provides a reconciliation of cash and cash equivalents, and restricted cash that sum to the total of the same amounts shown in the statements of cash flows (in thousands): June 30, 2020 June 30, 2019 Cash and cash equivalents $ 304,348 $ 53,314 Restricted cash — 11,700 Total cash, cash equivalents and restricted cash $ 304,348 $ 65,014 Short-term Investments The Company has classified and accounted for its short-term investments as available-for-sale which are carried at fair value on its balance sheets. Available-for-sale securities with remaining maturities of 12 months or less are classified as short term and available-for-sale securities with remaining maturities greater than 12 months are classified as long term. The Company evaluates its short-term investments periodically for possible impairment. A decline in the fair value below the amortized costs of the short-term investment is considered an other-than-temporary impairment if the Company has the intent to sell the short-term investments or it is more likely than not that the Company will be required to sell the short-term investment before recovery of the entire amortized cost basis. Inventory, Net Inventory primarily consists of finished goods arising from goods returned after the title has transferred from the buyer to the Company in an amount equal to that paid to the consignor. The Company also periodically purchases finished goods directly from vendors. Inventory is valued at the lower of cost and net realizable value using the specific identification method and the Company records provisions, as appropriate, to write down obsolete and excess inventory to estimated net realizable value. After the inventory value is reduced, adjustments are not made to increase it from the estimated net realizable value. Our provisions to write down obsolete and excess inventory to net realizable value have not been material as of June 30, 2020 and December 31, 2019. Software Development Costs Proprietary software includes the costs of developing the Company’s internal proprietary business platform and automation projects. The Company capitalizes qualifying proprietary software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Such costs are capitalized in the period incurred. Capitalization ceases and amortization begins when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Accretion of Redeemable Convertible Preferred Stock The carrying value of the redeemable convertible preferred stock that is probable of redemption is accreted to redemption value from the date of issuance to the earliest redemption date using the effective interest method until redemption is no longer probable. Increases to the carrying value of redeemable convertible preferred stock recognized in each period are charged to additional paid-in capital, or in the absence of additional paid-in capital, charged to accumulated deficit. Convertible Preferred Stock Warrant Liability The Company issued convertible preferred stock warrants in conjunction with the issuance of debt. Such warrants were recorded as other noncurrent liabilities on the balance sheets at their estimated fair value because the shares underlying the warrants may obligate the Company to transfer assets to the holders at a future date under certain circumstances such as a deemed liquidation event. The warrants are subject to re-measurement at each balance sheet date and the change in fair value, if any, is included in other income (expense), net. The Company continued to remeasure these warrants until the earlier of the expiration, exercise or conversion of the convertible preferred stock warrants into common warrants, which occurred upon the completion of the IPO on July 2, 2019. In connection with the completion of the IPO, the convertible preferred stock warrants automatically converted into common stock warrants. Upon conversion of the convertible preferred stock warrants, the related convertible preferred stock warrant liability was reclassified to additional paid-in capital. Leases Prior to the adoption of ASC 842 on January 1, 2020 Leases are reviewed for classification as operating or capital leases. For operating leases, the Company recognizes rent on a straight-line basis over the term of the lease. The Company records the difference between cash payments and rent expense recognized as a deferred rent liability included in other accrued and current liabilities and other noncurrent liabilities on the balance sheets. Incentives granted under the Company’s facility leases, including allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the term of the lease. Subsequent to the adoption of ASC 842 on January 1, 2020 Contracts that have been determined to convey the right to use an identified asset are evaluated for classification as an operating or finance lease. For the Company’s operating leases, the Company records a lease liability based on the present value of the lease payments at lease inception, using the applicable incremental borrowing rate. The Company estimates the incremental borrowing rate based on its own synthetic credit ratings, corresponding yield curves, and the terms of each lease, from the financial credit market information available at the lease commencement date The Company has elected the practical expedients that allows for the combination of lease components and non-lease components and to record short-term leases as lease expense on a straight-line basis on the condensed statements of operations. Variable lease payments are recorded as expense as they are incurred. The Company has finance leases for several vehicles, and the amounts of finance lease right-of-use assets and finance lease liabilities have been immaterial to date. Convertible Senior Notes In accordance with ASC 470, convertible debt instruments that may be settled in cash or other assets, or partially in cash, upon conversion, are separately accounted for as long-term debt and equity components (or conversion feature). The accounting applies to the Company’s convertible senior notes (the “Notes”) Capped Call Transactions In June 2020, in connection with the issuance of its convertible senior notes, the Company entered into Capped Call Transactions (see Note 6). The Capped Call Transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap based on the cap price. The capped calls meet the conditions outlined in ASC 815-40, Derivatives and Hedging, to be classified in stockholders’ equity as a reduction to additional paid-in capital and are not subsequently remeasured as long as the conditions for equity classification continue to be met. Debt Issuance Costs Debt issuance costs are amortized to interest expense over the estimated life of the related debt based on the effective interest method. In accordance with ASC 835, Interest, the Company presents debt issuance costs on the condensed balance sheet as a direct deduction from the associated debt. A portion of debt issuance costs incurred in connection with the Notes issued in June 2020 was related to the equity component and was recorded as a reduction to additional paid in capital and is not amortized to interest expense over the estimated life of the related debt. Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable, and investments. At times, such amount may exceed federally-insured limits. The Company reduces credit risk by placing its cash and cash equivalents, restricted cash and investments with major financial institutions within the United States. As of June 30, 2020 and December 31, 2019, there were no customers that represented 10% or more of the Company’s accounts receivable balance and there were no customers that individually exceeded 10% of the Company’s total revenue for each of the three and six months ended June 30, 2020 and 2019. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company is an emerging growth company “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (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 new standard is effective for the Company beginning January 1, 2022. The Company chose to early adopt the standard on January 1, 2020. The Company can choose to adopt new or revised accounting standards earlier than such time those standards apply to private companies and retain its election for the extended transition period, if early adoption is permitted for all entities. The Company adopted and began applying the standard on January 1, 2020 using the modified retrospective approach and applied it to all existing leases as of the adoption date, which allows for a cumulative-effect adjustment to retained earnings on the adoption date. The Company will continue to present prior period amounts under ASC 840. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard which does not require the Company to reassess whether contracts that expired prior to the adoption date contained an embedded lease, reassess historical lease classification, or evaluate direct costs for leases that were in effect at the adoption date. As a result of implementing this guidance, the Company recognized $110.3 million in right of use assets as of January 1, 2020. The Company also recorded $12.8 million in current operating lease liabilities and $106.2 million in operating lease liabilities, net of current portion in its condensed balance sheet as of January 1, 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Recently Issued Accounting Pronouncements As an EGC, the Company has elected to retain the ability to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Because the market value of the Company’s common stock held by non-affiliates exceeded $700 million as of June 30, 2020, the Company will be deemed a “large accelerated filer” under the Exchange Act and will lose emerging growth company status as of December 31, 2020. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) As an EGC, the Company has not yet adopted the standard. However, the Company will be required to adopt the standard as of January 1, 2020 in its 2020 10-K. The Company does not expect the adoption of this standard to have a material impact on the operating results. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718), |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 6 Months Ended |
Jun. 30, 2020 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Short-term Investments | Note 3. Cash, Cash Equivalents and Short-term Investments The following tables summarize the estimated value of the Company’s cash, cash equivalents and short-term investments (in thousands): June 30, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash and cash equivalents: Cash $ 206,365 $ — $ — $ 206,365 U.S. Treasury securities — — — — Money market fund 97,983 — — 97,983 Corporate bonds — — — — Agency bonds — — — — Commercial paper — — — — Total cash and cash equivalents $ 304,348 $ — $ — $ 304,348 Short-term investments: U.S. Treasury securities $ 58,018 $ 188 $ — $ 58,206 Corporate bonds 47,516 212 — 47,728 Agency bonds — — — — Commercial paper — — — — Total short-term investments $ 105,534 $ 400 $ — $ 105,934 December 31, 2019 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash and cash equivalents: Cash $ 111,319 $ — $ — $ 111,319 U.S. Treasury securities 29,981 — — 29,981 Money market fund 5,399 — — 5,399 Corporate bonds 3,749 — — 3,749 Agency bonds 2,000 — — 2,000 Commercial paper 1,998 — — 1,998 Total cash and cash equivalents $ 154,446 $ — $ — $ 154,446 Short-term investments: U.S. Treasury securities $ 151,857 $ 13 $ — $ 151,870 Corporate bonds 38,149 — (5 ) 38,144 Agency bonds 11,028 — (2 ) 11,026 Commercial paper 7,770 1 — 7,771 Total short-term investments $ 208,804 $ 14 $ (7 ) $ 208,811 As of June 30, 2020 and December 31, 2019, the contractual maturity for the short-term investments is less than one year. For the three and six months ended June 30, 2020 and 2019, the Company recognized no material realized gains or losses on short-term investments. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 4. Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the periods presented. The following tables provide the financial instruments measured at fair value (in thousands): June 30, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: U.S. Treasury securities $ — $ — $ — $ — Money market fund 97,983 — — 97,983 Commercial paper — — — — Total cash equivalents $ 97,983 $ — $ — $ 97,983 Short-term investments: U.S. Treasury securities $ 58,206 $ — $ — $ 58,206 Corporate bonds — 47,728 — 47,728 Agency bonds — — — — Commercial paper — — — — Total short-term investments $ 58,206 $ 47,728 $ — $ 105,934 December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents: U.S. Treasury securities $ 29,981 $ — $ — $ 29,981 Money market fund 5,399 — — 5,399 Corporate bonds — 3,749 — 3,749 Agency bonds — 2,000 — 2,000 Commercial paper — 1,998 — 1,998 Total cash equivalents $ 35,380 $ 7,747 $ — $ 43,127 Short-term investments: U.S. Treasury securities $ 151,870 $ — $ — $ 151,870 Corporate bonds — 38,144 — 38,144 Agency bonds — 11,026 — 11,026 Commercial paper — 7,771 — 7,771 Total short-term investments $ 151,870 $ 56,941 $ — $ 208,811 On June 15, 2020, the Company issued 3.00% convertible senior notes due 2025 with embedded conversion features. The Company estimated the fair value of the Notes using a discounted cash flow approach to derive the value of a debt instrument using the expected cash flows and the estimated yield related to the convertible notes. The significant assumptions used in estimating the expected cash flows were the estimated market yield based on an implied yield and credit quality analysis of a term loan with similar attributes. The Company recorded approximately $152.7 million as the fair value of the liability on June 15, 2020, with a corresponding amount recorded as a discount on the initial issuance of the Notes of approximately $19.8 million. The debt discount was recorded to equity and is being amortized to the debt liability over the life of the Notes using the effective interest method. As of June 30, 2020, the fair value of the Notes, which differs from its carrying value is determined by prices for the Notes observed in market trading. The market for trading of the Notes is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs, such as interest rates. As of June 30, 2020, the estimated fair value of the Notes, which has an aggregate face value of $172.5 million, was $166.8 million based on the market price on the last trading day for the period. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Property and Equipment, Net Property and equipment, net is recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment, net consists of the following (in thousands): June 30, 2020 December 31, 2019 Proprietary software $ 27,730 $ 23,318 Furniture and equipment 23,647 21,083 Automobiles 495 718 Leasehold improvements 48,634 43,505 100,506 88,624 Less: accumulated depreciation and amortization (40,506 ) (32,793 ) Property and equipment, net $ 60,000 $ 55,831 Depreciation and amortization expense on property and equipment was $4.6 million and $3.2 million for the three months ended June 30, 2020 and 2019, respectively, and $8.8 million and $6.0 million for the six months ended June 30, 2020 and 2019, respectively. Other Accrued and Current Liabilities Other accrued and current liabilities consist of the following (in thousands): June 30, 2020 December 31, 2019 Returns reserve $ 12,926 $ 17,005 Accrued compensation 8,460 11,626 Site credit liability 5,535 5,080 Accrued sales tax and other taxes 6,647 6,132 Deferred revenue 2,293 4,767 Accrued marketing and outside services 7,509 6,830 Other 3,266 3,127 Other accrued and current liabilities $ 46,636 $ 54,567 |
Debt and Convertible Preferred
Debt and Convertible Preferred Stock Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Convertible Preferred Stock Warrants | Note 6. Debt and Convertible Preferred Stock Warrants Convertible Senior Notes In June 2020, the Company issued an aggregate principal of $172.5 million of its 3.00% Convertible Senior Notes due 2025 (the “Notes”), pursuant to an indenture (the “Indenture”) between the Company and U.S. Bank National Association, as trustee, in a private offering (the “Note Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes issued in the Note Offering include $22.5 million in aggregate principal amount of the Notes sold to the initial purchasers resulting from the exercise in full of their option to purchase additional Notes. The Notes will mature on June 15, 2025, unless earlier redeemed or repurchased by the Company or converted. The Company received net proceeds from the Notes offering of approximately $165.8 million, after deducting the initial purchasers’ discount and commission and offering expenses. The Company used approximately $22.5 million of the net proceeds from the Notes offering to fund the net cost of entering into the capped call transactions described below. The Company intends to use the remainder of the net proceeds for general corporate purposes. The Notes accrue interest at a rate of 3.00% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The initial conversion rate applicable to the Notes is 56.2635 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $17.77 per share of the Company’s common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a corporate event, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such corporate event. The Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 20, 2023 if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. Prior to March 15, 2025, the Notes will be convertible only under the following circumstances: • During any calendar quarter commencing after September 30, 2020, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price per share of the Company’s common stock on such trading day exceeds 130% of the applicable conversion price on such trading day; • During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; • Upon the occurrence of specified corporate transactions; or • If the Company calls any notes for redemption. On and after March 15, 2025, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. It is the Company’s current intent to settle conversions of the Notes through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares of its common stock. The Notes are unsecured and unsubordinated obligations of the Company and will rank senior in right of payment to any of future indebtedness of the Company that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any existing and future unsecured indebtedness of the Company that is not so subordinated; be effectively subordinated in right of payment to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all existing and future indebtedness and other liabilities and obligations incurred by future subsidiaries of the Company. If bankruptcy, insolvency, or reorganization occurs with respect to the Company (and not solely with respect to a significant subsidiary of the Company), then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If an event of default (other than bankruptcy, insolvency, or reorganization with respect to the Company and not solely with respect to a significant subsidiary of ours) occurs and is continuing, then, with the exception of certain reporting events of default, the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of notes then outstanding, by notice to us and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. In accounting for the issuance of the Notes, the Company separately accounted for the liability and equity components of the Notes by allocating the proceeds between the liability component and the embedded conversion options, or equity component, due to Company’s ability to settle the Notes in cash, its common stock, or a combination of cash and common stock at Company’s option. The allocation was done by first estimating the fair value of the liability component and the residual value was assigned to the equity component. The value of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected the Company’s non-convertible debt borrowing rate for similar debt. The interest rate of 5.67% was used to compute the initial fair value of the liability component of $152.7 million. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The net carrying amount of the liability component of the Notes was as follows: June 30, 2020 Principal $ 172,500 Unamortized debt discount (19,658 ) Unamortized debt issuance costs (5,884 ) Net carrying amount $ 146,958 The net carrying amount of the equity component of the Notes was as follows: June 30, 2020 Proceeds allocated to the conversion options (debt discount) $ 19,787 Issuance costs (767 ) Net carrying amount $ 19,020 In connection with the issuance of the Notes, the Company incurred approximately $6.7 million of debt issuance costs, which primarily consisted of initial purchasers’ discounts and legal and other professional fees. The Company allocated these costs to the liability and equity components based on the allocation of the proceeds. The portion of these costs allocated to the equity component totaling approximately $0.8 million was recorded as a reduction to additional paid-in capital. The portion of these costs allocated to the liability component totaling approximately $5.9 million was recorded as a reduction in the carrying value of the debt on the condensed balance sheet and is amortized to interest expense using the effective interest method over the expected life of the Notes or approximately its five-year term. The effective interest rate on the liability component of the Notes for the period from the date of issuance through June 30, 2020 was 6.4%. The following table sets forth the total interest expense recognized related to the Notes from the date of issuance through June 30, 2020: Amount Contractual interest expense $ 203 Amortization of debt discount 130 Amortization of debt issuance costs 39 Total interest and amortization expense $ 372 Future minimum payments under the Notes as of June 30, 2020, are as follows: Fiscal Year Amount Remainder of 2020 $ 2,574 2021 5,175 2022 5,175 2023 5,175 2024 5,175 2025 175,088 Total future payments 198,362 Less amounts representing interest (25,862 ) Total principal amount $ 172,500 Capped Call Transactions with Respect to the Notes In June 2020, in connection with the issuance of the Notes, including the initial purchasers’ exercise of the option to purchase additional Notes, the Company entered into capped call transactions with respect to its common stock (the “Purchased Calls”) with certain financial institutions (collectively, the “Counterparties”). The Company paid an aggregate amount of approximately $22.5 million to the Counterparties for the Purchased Calls. The Purchased Calls cover, subject to anti-dilution adjustments that are intended to be substantially identical to those in the Notes, approximately 9,705,454 shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The Purchased Call are subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including merger events, tender offer and announcement events. In addition, the Purchase Calls are subject to certain specified additional disruption events that may give rise to a termination of the Purchased Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. The Purchased Calls settle in components commencing on April 16, 2025 with the last component scheduled to expire on June 12, 2025. The cap price of the capped call transactions is initially $27.88 per share, which represents a premium of 100.0% over the closing price of the Company’s common stock of $13.94 per share on June 10, 2020, and is subject to certain adjustments under the terms of the capped call transactions. The Company expects to receive from the Counterparties a number of shares of the Company’s common stock or, at the Company’s election (subject to certain conditions), cash, with an aggregate market value (or, in the case of cash settlement, in an amount) approximately equal to the product of such excess times the number of shares of the Company’s common stock relating to the Purchased Calls being exercised. These Capped Call instruments meet the conditions outlined in ASC 815-40 to be classified in stockholders’ equity, are not accounted for as derivatives, and are not subsequently remeasured as long as the conditions for equity classification continue to be met. The Company recorded a reduction to additional paid-in capital of approximately $22.5 million during the three months ended June 30, 2020 related to the premium payments for the Capped Call Transactions. Term Loans In 2013, the Company entered into an agreement to obtain a term loan facility (“Term Loan Facility”) in the amount of $5.0 million for general corporate purposes and working capital expenditures. In 2014, 2015 and 2016, the Company amended its Term Loan Facility to increase the amount borrowed under the facility by $11.6 million. The Term Loan Facility is secured by liens on substantially all of the Company’s present and future assets. The Term Loan Facility includes affirmative, negative and financial covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, make investments, sell or otherwise dispose of assets, pay dividends or repurchase stock. The Term Loan Facility’s financial covenants required the Company to achieve at least 80% of its forecasted gross revenue and a liquidity ratio on a monthly basis. In 2017, the Company executed the eighth amendment (“Eight Amendment”) to the Term Loan Facility. The Eighth Amendment refinanced the $15.0 million repayment schedule to be two term loans, which included a $7.5 million interest only term loan with a maturity date of January 31, 2019 (“Term Loan I”), and the remaining $7.5 million under the existing Term Loan Facility with a maturity date of January 1, 2020 (“Term Loan II”) (together the “Term Loans”). In 2018, the Company entered into the ninth, tenth, eleventh, and twelfth amendment (“Ninth Amendment,” “Tenth Amendment,” “Eleventh Amendment” and “Twelfth Amendment”) to the existing Term Loans. The Ninth Amendment removed the liquidity ratio covenant, amended Term Loan I to be due in 30 equal monthly installments, plus all accrued interest, beginning July 31, 2018, increased the variable annual interest rate from 0.10% above the prime rate to 0.35% above the prime rate and extended the maturity date of Term Loan I to January 31, 2021. The Eighth Amendment and Ninth Amendment required the Company to pay a combined success fee of $0.3 million upon (1) any sale or licensing of all or substantially all of the Company’s assets, (2) any change in control of the Company, or (3) an initial public offering of the Company’s equity securities. The Ninth Amendment also required the Company to pay an additional success fee of $0.1 million upon the sale or issuance of the Company’s equity securities or subordinated debt securities for net cash proceeds of at least $50.0 million on or prior to June 30, 2018. The Company paid the $0.1 million success fee upon the Series G convertible preferred stock financing in June 2018 and the $0.3 million success fee related to its IPO in July 2019. The Tenth and Twelfth Amendments adjusted and waived certain covenant violations which were subsequently amended and met. The Eleventh Amendment provided an additional letter of credit of $1.5 million for corporate credit cards with a maturity date of August 1, 2019. On July 26, 2019 the Company fully repaid the principal of its Term Loans in the amount of $6.5 million. With the repayment of the term loans, the Company was no longer subject to debt covenants as of June 30, 2020. During the three months ended June 30, 2020 and 2019, the Company recorded interest expense related to the Term Loans of zero and $0.1 million, respectively. During the six months ended June 30, 2020 and 2019, the Company recorded interest expense related to the Term Loans of zero and $0.5 million, respectively. Warrants Issued with Term Loan Facility During the period from 2013 to 2016, in connection with the Term Loan Facility, the Company issued convertible preferred stock warrants, which included warrants to purchase 131,652 shares of its Series B convertible preferred stock with an exercise price of $1.03 per share, 6,868 shares of its Series C convertible preferred stock with an exercise price of $2.18 per share, 43,010 shares of its Series D convertible preferred stock with an exercise price of $2.79 per share and 25,597 shares of its Series E convertible preferred stock with an exercise price of $2.93 per share (together the “Convertible Preferred Stock Warrants”). The Convertible Preferred Stock Warrants were exercisable from the date of issuance and have a 10-year term. The initial estimated fair value of the Convertible Preferred Stock Warrants was recorded as convertible preferred stock warrant liability with an offset to the debt discount associated with the Term Loan Facility. The debt discount is amortized to interest expense over the repayment period of the loan using the effective-interest method. All convertible Preferred Stock Warrants were converted to common stock warrants and exercised through net share settlement in July 2019. No warrants were outstanding as of June 30, 2020. |
Convertible Preferred Stock and
Convertible Preferred Stock and Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock and Redeemable Convertible Preferred Stock | Note 7. Convertible Preferred Stock and Redeemable Convertible Preferred Stock In March 2019, the Company sold 6,350,345 shares of Series H redeemable convertible preferred stock and 3,831,766 shares of Series H convertible preferred stock at $6.8748 per share to new and existing investors for aggregate gross proceeds of $70.0 million. At March 31, 2019, convertible preferred stock and redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): March 31, 2019 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A 18,960,000 18,941,619 $ 9,161 $ 9,217 Series B 13,784,443 13,652,791 13,774 14,000 Series C 9,335,659 9,328,791 20,289 20,374 Series D 14,367,652 14,324,642 39,886 40,000 Series E 13,612,543 13,586,946 39,880 40,000 Series F 12,956,724 12,956,724 56,154 58,397 Series G 21,986,733 21,986,733 118,325 123,881 Series H 10,182,113 10,182,111 69,937 70,138 Total 115,185,867 114,960,357 $ 367,406 $ 376,007 On July 2, 2019 and |
Share-based Compensation Plans
Share-based Compensation Plans | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation Plans | Note 8. Share-based Compensation Plans 2011 Equity Incentive Plan In 2011, the Company adopted the Equity Incentive Plan (2011 Plan) authorizing the granting of incentive stock options (ISOs) and non-statutory stock options (NSOs) to eligible participants for up to 12,987,255 shares of common stock. Under the 2011 Plan, incentive stock options and non-statutory stock options are to be granted at an exercise price that is no less than 100% of the fair value of the stock at the date of grant. Options generally vest over four years and are exercisable for up to 10 years after the date of grant. Incentive stock options granted to stockholders who own more than 10% of the outstanding stock of the Company at the time of grant must be issued at an exercise price no less than 110% of the fair value of the stock on the date of grant. The 2011 Plan has been replaced by the Company’s 2019 Plan as defined below with respect to future equity awards. 2019 Equity Incentive Plan In connection with the Company’s initial public offering, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants. Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants under the 2019 Plan is 8,000,000. Employee Stock Purchase Plan In connection with the Company’s initial public offering, the Company adopted the Employee Stock Purchase Plan. The Employee Stock Purchase Plan permits employees to purchase shares of common stock during six-month offering periods at a purchase price equal to the lesser of (1) 85% of the fair market value of a share of common stock on the first business day of such offering period and (2) 85% of the fair market value of a share of common stock on the last business day of such offering period. he Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for the Company’s 2019 ESPP. Stock-based Compensation Total stock-based compensation expense, excluding compensation expense related to stock sales by current and former employees, by function was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Marketing $ 335 $ 74 $ 523 $ 143 Operations and technology 2,852 476 4,330 966 Selling, general and administrative 2,942 737 4,686 1,288 Total $ 6,129 $ 1,287 $ 9,539 $ 2,397 The amounts presented in the above table exclude compensation expense related to the stock sales by current and former employees. I |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 9. Leases The Company leases its corporate offices, retail spaces and merchandising and fulfillment facilities under various noncancelable operating leases with terms ranging from one year to fourteen years. The Company adopted ASU 2016-02 on January 1, 2020. At adoption, t he Company measured the lease liability at the present value of the future lease payments as of January 1, 2020, using the Company’s incremental borrowing rate for each lease. The Company derived the incremental borrowing rate based on its own synthetic credit ratings, corresponding yield curves, and the terms of each lease, from the financial credit market information available at the adoption date The corresponding right-of-use asset is valued at the amount of the lease liability adjusted for the remaining balance of unamortized lease incentives, prepaid rent and deferred rent as of the adoption date. The Company recorded operating lease costs of $6.2 million and $12.2 million for the three and six months ended June 30, 2020, respectively. Variable lease payments were immaterial for both the three and six months ended June 30, 2020. Rent expense under ASC 840 was $4.6 million and $8.7 million for the three and six months ended June 30, 2019, respectively. Maturities of operating lease liabilities by fiscal year for the Company’s operating leases are as follows (in thousands): Fiscal Year Amount Remainder of 2020 $ 11,158 2021 24,198 2022 21,540 2023 20,165 2024 19,758 Thereafter 71,771 Total future minimum payments $ 168,590 Less: Imputed interest (37,937 ) Present value of operating lease liabilities $ 130,653 As of December 31, 2019, the Company’s future minimum lease payments under the noncancelable operating leases were as follows (in thousands): Year ending December 31, Amount 2020 $ 20,530 2021 22,059 2022 19,610 2023 18,307 2024 17,957 Thereafter 67,208 Total future minimum payments $ 165,671 Supplemental cash flow information related to the Company’s operating leases are as follows (in thousands): Six Months Ended June 30, 2020 Operating cash flows used for operating leases $ 4,359 Operating lease assets obtained in exchange for operating lease liabilities $ 16,513 The weighted average remaining lease term and discount rate for the Company’s operating leases are as follows: June 30, 2020 Weighted average remaining lease term 7.7 years Weighted average discount rate 7.0 % The Company has leases for certain vehicles that are classified as finance leases. The finance lease right-of-use asset and finance lease liabilities for these vehicle leases are immaterial as of June 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Noncancelable Purchase Commitments The Company has commitments for cloud services and other services in the ordinary course of business with varying expiration terms through 2022. As of June 30, 2020, there were no material changes to the Company’s noncancelable purchase commitments disclosed in the financial statements in the Annual Report on Form 10-K. Other Commitments In January 2018, the Company and the University of Arizona Foundation entered into an endowment agreement (the “Endowment Agreement”) to establish a fund (the “Fund”) to create and grow a gemology degree program in the Department of Geosciences at the University of Arizona (the “University”). The Company agreed to donate a total of $2.0 million, payable in four annual installments of $0.5 million starting in January 2018. There are no conditions that the University must meet to receive the funds nor any penalties to the University for nonperformance. The Endowment Agreement directs the use of the funds but contains no binding restrictions on the use of the funds. On the execution of the Endowment Agreement, the Company recognized $1.7 million expense for the estimated fair value of the grant, using a discount rate of 10%, to selling, general and administrative expenses in the statements of operations. The Company recognized a corresponding liability for the remaining installment payments and will recognize accretion of the liability as interest expense over the remaining term of the Endowment Agreement. Interest expense related to the accretion of the grant liability was not material in the three and six months ended June 30, 2020 and 2019. As of June 30, 2020, the outstanding liability was $0.5 million, which Contingencies From time to time, the Company is subject to, and it is presently involved in, litigation and other legal proceedings and from time to time, the Company receives inquiries from government agencies. Accounting for contingencies requires the Company to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. The Company records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company discloses material contingencies when a loss is not probable but reasonably possible. On November 14, 2018, Chanel, Inc. (“Chanel”) filed a lawsuit against the Company in the U.S. District Court for the Southern District of New York bringing various trademark and advertising-related claims under the Lanham Act and New York state law analogues. Chanel alleges, among other things, that the Company has misrepresented certain counterfeit Chanel products as authentic Chanel products, that the Company’s resale of Chanel products confuses consumers into believing that Chanel is affiliated with the Company and involved in authenticating consignors ’ ’ On September 10, 2019, a purported shareholder class action complaint was filed against the Company, its officers and directors and the underwriters of its IPO in the Superior Court of the State of California in the County of San Mateo. Three additional purported class actions, also alleging claims arising from the IPO were subsequently filed in Marin County and San Francisco County Superior Courts. The San Mateo case was voluntarily dismissed, refiled in Marin County Superior Court and consolidated with the cases there. On January 10, 2020, the Marin County plaintiffs filed a consolidated amended complaint. The plaintiffs in the San Francisco Superior Court case have filed a request for dismissal. Separately an additional purported class action was filed in the United States District Court for the Northern District of California on November 25, 2019. On February 12, 2020, a lead plaintiff was appointed in the federal action and an Amended Consolidated Complaint was filed on March 31, 2020. Defendants’ filed a demurrer and motion to strike in the state court action on March 13, 2020 and filed a motion to stay the proceedings in favor of the federal action on May 1, 2020. On August 4, 2020, the court granted defendants’ motion to stay the state court action and deferred ruling on the demurrer and motion to strike pending the outcome of the federal court action. A motion to dismiss the federal court action was filed on May 15, 2020 and a hearing was set for August 27, 2020. The state and federal complaints each allege claims under the Securities Act of 1933 Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties and other liabilities relating to or arising from the Company's various services, or its acts or omissions. The Company has not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in its financial statements. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes The quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the United States. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “Act”) was signed into law. The Act provides various forms of income tax relief to companies including additional carryback opportunities for net operating losses (NOLs), and the potential offset of 100% of taxable income with NOLs (as opposed to only 80% before the Act’s enactment). The Act also temporarily increases the interest deductibility threshold from 30% to 50% of adjusted taxable income. Further, some companies can immediately expense qualified improvement property, instead of depreciating those costs over 39 years, for income tax purposes. Given the Company’s tax attributes, specifically large net operating loss carryforwards, the provisions do not create immediate material tax relief. However, the Company continues to monitor the various tax provisions. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 12. Net Loss Per Share A reconciliation of the numerator and denominator used in the calculation of the basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator Net loss attributable to common stockholders $ (42,892 ) $ (26,875 ) $ (81,184 ) $ (53,452 ) Denominator Weighted-average common shares outstanding used to calculate net loss per share attributable to common stockholders, basic and diluted 87,064,384 9,494,447 86,826,590 9,102,234 Net loss per share attributable to common stockholders, basic and diluted $ (0.49 ) $ (2.83 ) $ (0.94 ) $ (5.87 ) The following securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis, except the Convertible Senior Notes): June 30, 2020 2019 Convertible preferred stock — 38,778,180 Redeemable convertible preferred stock — 19,585,426 Options to purchase common stock 7,164,423 9,537,699 Restricted stock units 4,710,775 — Warrants to purchase convertible preferred stock — 103,563 Estimated shares issuable under the Employee Stock Purchase Plan 98,536 — Assumed conversion of the Convertible Senior Notes 9,705,454 — Total 21,679,188 68,004,868 The Notes issued in June 2020 are convertible, based on the applicable conversion rate, into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The impact of the assumed conversion to diluted net income per share is computed using the treasury stock method. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant items subject to such estimates and assumptions include those related to revenue recognition, including the returns reserve and material right related to the Company’s tiered consignor commission plan, valuation of inventory, stock-based compensation, redemption value of redeemable convertible preferred stock, incremental borrowing rates related to lease liability, fair value of the liability component of convertible senior notes, and other contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. The Company assessed the impacts of the pandemic on the estimates and assumptions used in preparing these financial statements. In particular, the Company is monitoring its returns reserve and adjusting in response to changing consumer behaviors. Its estimates may change as new events occur and additional information is obtained; any such changes will be recognized in the financial statements. Actual results could differ from estimates, and any such differences may be material to the financial statements. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available or attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Before the IPO, the Company’s redeemable convertible preferred stock and convertible preferred stock were considered participating securities. However, the holders of such shares did not have a contractual obligation to participate in the Company’s losses. The Company’s convertible senior notes are participating securities as they give the holders the right to receive dividends if dividend or distribution declared to the common stockholders is equal to or greater than the last reported sale price of the Company’s common stock on the trading day immediately preceding the ex-dividend date for such dividend or distribution No . For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares and assumed conversion of the convertible senior notes are not assumed to have been issued within the calculation, if their effect is anti-dilutive. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of pre-owned luxury goods through its online marketplace and retail locations. Consignment and Service Revenue The Company provides a service to sell pre-owned luxury goods on behalf of consignors to buyers through its online marketplace and retail locations. The Company retains a percentage of the proceeds received as payment for its consignment service, which the Company refers to as its take rate. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from the buyer. Title to the consigned goods remain with the consignor until transferred to the buyer subsequent to purchase of the consigned goods and expiration of the allotted return period. The Company does not take title of consigned goods at any time except in certain cases where returned goods become Company-owned inventory. The Company recognizes consignment revenue upon purchase of the consigned good by the buyer as its performance obligation of providing consignment services to the consignor is satisfied at that point. Consignment revenue is recognized net of certain buyer incentives and estimated returns and cancellations. The Company recognizes a returns reserve based on historical experience, which is recorded in other accrued and current liabilities on the balance sheets (see Note 5). Sales tax assessed by governmental authorities is excluded from revenue. Certain transactions provide consignors with a material right resulting from the tiered consignor commission plan. Under this plan, the amount an individual consignor receives for future sales of consigned goods may be dependent on previous consignment sales for that consignor within his/her consignment period. Accordingly, in certain consignment transactions, a small portion of the Company’s consignment revenue is allocated to such material right using the portfolio method and recorded as deferred revenue, which is recorded in other accrued and current liabilities on the balance sheets. The Company charges shipping fees to buyers and has elected to treat shipping and handling activities performed after control transfers to the buyer as fulfillment activities. All outbound shipping and handling costs are accounted for as fulfillment costs in cost of consignment and service revenue at the time revenue is recognized. The Company also generates subscription revenue from monthly memberships allowing buyers early access to shop for luxury goods. The buyers receive the early access and other benefits over the term of the subscription period, which represents a single stand-ready performance obligation. Therefore, the subscription fees paid by the buyer are recognized over the monthly subscription period. Subscription revenue was not material in the three months and six months ended June 30, 2020 and 2019. Direct Revenue The Company generates direct revenue from the sale of Company-owned inventory. The Company recognizes direct revenue on a gross basis upon shipment of the purchased good to the buyer as the Company acts as the principal in the transaction. Direct revenue is recognized net of incentives and estimated returns. Sales tax assessed by governmental authorities is excluded from revenue. Cost of direct revenue is also recognized upon shipment to the buyer in an amount equal to that paid to the consignor from the original consignment sale or the lower of cost of the inventory purchased and its net realizable value. Incentives Promotional incentives, which include basket promotional code discounts and other credits, may periodically be offered to consignors and buyers. These are treated as a reduction of consignment and service revenue and direct revenue. Additionally, the Company may offer site credits to buyers on current transactions to be applied towards future transactions, which are accounted as deferred revenue and included in other accrued and current liabilities on the balance sheets. Contract Liabilities The Company’s contractual liabilities consist of deferred revenue for material rights primarily related to the tiered consignor commission plan totaling $1.8 million as of June 30, 2020 and |
Cost of Revenue | Cost of Revenue Cost of consignment and service revenue consist of shipping costs, credit card fees, packaging, customer service personnel-related costs, and website hosting services. Cost of direct revenue consists of the cost of goods sold, credit card fees, packaging, customer service personnel-related costs, and website hosting services. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense related to employees is measured based on the grant-date fair value of the awards. Compensation expense is recognized in the statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the applicable award) using the straight-line method. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and accounts for forfeitures as they occur. The fair value of restricted stock units (“RSUs”) is estimated based on the fair market value of the Company’s common stock on the date of grant, which is determined based on the closing price of the Company’s common stock. Prior to the IPO, certain employees have sold their shares of the Company’s common stock to the Company’s existing investors. In such secondary sale transactions, the Company recorded the difference in purchase price and the fair value of such shares as compensation expense within selling, general and administrative in the statements of operations and a corresponding credit to additional paid-in capital. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in U.S. treasury securities. Restricted cash consists of cash deposited with a financial institution as collateral for the Company’s letters of credit for its facility leases and the Company’s credit cards. The following table provides a reconciliation of cash and cash equivalents, and restricted cash that sum to the total of the same amounts shown in the statements of cash flows (in thousands): June 30, 2020 June 30, 2019 Cash and cash equivalents $ 304,348 $ 53,314 Restricted cash — 11,700 Total cash, cash equivalents and restricted cash $ 304,348 $ 65,014 |
Short-term Investments | Short-term Investments The Company has classified and accounted for its short-term investments as available-for-sale which are carried at fair value on its balance sheets. Available-for-sale securities with remaining maturities of 12 months or less are classified as short term and available-for-sale securities with remaining maturities greater than 12 months are classified as long term. The Company evaluates its short-term investments periodically for possible impairment. A decline in the fair value below the amortized costs of the short-term investment is considered an other-than-temporary impairment if the Company has the intent to sell the short-term investments or it is more likely than not that the Company will be required to sell the short-term investment before recovery of the entire amortized cost basis. |
Inventory, Net | Inventory, Net Inventory primarily consists of finished goods arising from goods returned after the title has transferred from the buyer to the Company in an amount equal to that paid to the consignor. The Company also periodically purchases finished goods directly from vendors. Inventory is valued at the lower of cost and net realizable value using the specific identification method and the Company records provisions, as appropriate, to write down obsolete and excess inventory to estimated net realizable value. After the inventory value is reduced, adjustments are not made to increase it from the estimated net realizable value. Our provisions to write down obsolete and excess inventory to net realizable value have not been material as of June 30, 2020 and December 31, 2019. |
Software Development Costs | Software Development Costs Proprietary software includes the costs of developing the Company’s internal proprietary business platform and automation projects. The Company capitalizes qualifying proprietary software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Such costs are capitalized in the period incurred. Capitalization ceases and amortization begins when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. |
Accretion of Redeemable Convertible Preferred Stock | Accretion of Redeemable Convertible Preferred Stock The carrying value of the redeemable convertible preferred stock that is probable of redemption is accreted to redemption value from the date of issuance to the earliest redemption date using the effective interest method until redemption is no longer probable. Increases to the carrying value of redeemable convertible preferred stock recognized in each period are charged to additional paid-in capital, or in the absence of additional paid-in capital, charged to accumulated deficit. |
Convertible Preferred Stock Warrant Liability | Convertible Preferred Stock Warrant Liability The Company issued convertible preferred stock warrants in conjunction with the issuance of debt. Such warrants were recorded as other noncurrent liabilities on the balance sheets at their estimated fair value because the shares underlying the warrants may obligate the Company to transfer assets to the holders at a future date under certain circumstances such as a deemed liquidation event. The warrants are subject to re-measurement at each balance sheet date and the change in fair value, if any, is included in other income (expense), net. The Company continued to remeasure these warrants until the earlier of the expiration, exercise or conversion of the convertible preferred stock warrants into common warrants, which occurred upon the completion of the IPO on July 2, 2019. In connection with the completion of the IPO, the convertible preferred stock warrants automatically converted into common stock warrants. Upon conversion of the convertible preferred stock warrants, the related convertible preferred stock warrant liability was reclassified to additional paid-in capital. |
Leases | Leases Prior to the adoption of ASC 842 on January 1, 2020 Leases are reviewed for classification as operating or capital leases. For operating leases, the Company recognizes rent on a straight-line basis over the term of the lease. The Company records the difference between cash payments and rent expense recognized as a deferred rent liability included in other accrued and current liabilities and other noncurrent liabilities on the balance sheets. Incentives granted under the Company’s facility leases, including allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the term of the lease. Subsequent to the adoption of ASC 842 on January 1, 2020 Contracts that have been determined to convey the right to use an identified asset are evaluated for classification as an operating or finance lease. For the Company’s operating leases, the Company records a lease liability based on the present value of the lease payments at lease inception, using the applicable incremental borrowing rate. The Company estimates the incremental borrowing rate based on its own synthetic credit ratings, corresponding yield curves, and the terms of each lease, from the financial credit market information available at the lease commencement date The Company has elected the practical expedients that allows for the combination of lease components and non-lease components and to record short-term leases as lease expense on a straight-line basis on the condensed statements of operations. Variable lease payments are recorded as expense as they are incurred. The Company has finance leases for several vehicles, and the amounts of finance lease right-of-use assets and finance lease liabilities have been immaterial to date. |
Convertible Senior Notes | Convertible Senior Notes In accordance with ASC 470, convertible debt instruments that may be settled in cash or other assets, or partially in cash, upon conversion, are separately accounted for as long-term debt and equity components (or conversion feature). The accounting applies to the Company’s convertible senior notes (the “Notes”) |
Capped Call Transactions | Capped Call Transactions In June 2020, in connection with the issuance of its convertible senior notes, the Company entered into Capped Call Transactions (see Note 6). The Capped Call Transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap based on the cap price. The capped calls meet the conditions outlined in ASC 815-40, Derivatives and Hedging, to be classified in stockholders’ equity as a reduction to additional paid-in capital and are not subsequently remeasured as long as the conditions for equity classification continue to be met. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are amortized to interest expense over the estimated life of the related debt based on the effective interest method. In accordance with ASC 835, Interest, the Company presents debt issuance costs on the condensed balance sheet as a direct deduction from the associated debt. A portion of debt issuance costs incurred in connection with the Notes issued in June 2020 was related to the equity component and was recorded as a reduction to additional paid in capital and is not amortized to interest expense over the estimated life of the related debt. |
Concentrations of Credit Risks | Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable, and investments. At times, such amount may exceed federally-insured limits. The Company reduces credit risk by placing its cash and cash equivalents, restricted cash and investments with major financial institutions within the United States. As of June 30, 2020 and December 31, 2019, there were no customers that represented 10% or more of the Company’s accounts receivable balance and there were no customers that individually exceeded 10% of the Company’s total revenue for each of the three and six months ended June 30, 2020 and 2019. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company is an emerging growth company “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (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 new standard is effective for the Company beginning January 1, 2022. The Company chose to early adopt the standard on January 1, 2020. The Company can choose to adopt new or revised accounting standards earlier than such time those standards apply to private companies and retain its election for the extended transition period, if early adoption is permitted for all entities. The Company adopted and began applying the standard on January 1, 2020 using the modified retrospective approach and applied it to all existing leases as of the adoption date, which allows for a cumulative-effect adjustment to retained earnings on the adoption date. The Company will continue to present prior period amounts under ASC 840. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard which does not require the Company to reassess whether contracts that expired prior to the adoption date contained an embedded lease, reassess historical lease classification, or evaluate direct costs for leases that were in effect at the adoption date. As a result of implementing this guidance, the Company recognized $110.3 million in right of use assets as of January 1, 2020. The Company also recorded $12.8 million in current operating lease liabilities and $106.2 million in operating lease liabilities, net of current portion in its condensed balance sheet as of January 1, 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements As an EGC, the Company has elected to retain the ability to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Because the market value of the Company’s common stock held by non-affiliates exceeded $700 million as of June 30, 2020, the Company will be deemed a “large accelerated filer” under the Exchange Act and will lose emerging growth company status as of December 31, 2020. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) As an EGC, the Company has not yet adopted the standard. However, the Company will be required to adopt the standard as of January 1, 2020 in its 2020 10-K. The Company does not expect the adoption of this standard to have a material impact on the operating results. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718), |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash and Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents, and restricted cash that sum to the total of the same amounts shown in the statements of cash flows (in thousands): June 30, 2020 June 30, 2019 Cash and cash equivalents $ 304,348 $ 53,314 Restricted cash — 11,700 Total cash, cash equivalents and restricted cash $ 304,348 $ 65,014 |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Cash And Cash Equivalents [Abstract] | |
Summary of Estimated Value of Cash, Cash Equivalents and Short-term Investments | The following tables summarize the estimated value of the Company’s cash, cash equivalents and short-term investments (in thousands): June 30, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash and cash equivalents: Cash $ 206,365 $ — $ — $ 206,365 U.S. Treasury securities — — — — Money market fund 97,983 — — 97,983 Corporate bonds — — — — Agency bonds — — — — Commercial paper — — — — Total cash and cash equivalents $ 304,348 $ — $ — $ 304,348 Short-term investments: U.S. Treasury securities $ 58,018 $ 188 $ — $ 58,206 Corporate bonds 47,516 212 — 47,728 Agency bonds — — — — Commercial paper — — — — Total short-term investments $ 105,534 $ 400 $ — $ 105,934 December 31, 2019 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash and cash equivalents: Cash $ 111,319 $ — $ — $ 111,319 U.S. Treasury securities 29,981 — — 29,981 Money market fund 5,399 — — 5,399 Corporate bonds 3,749 — — 3,749 Agency bonds 2,000 — — 2,000 Commercial paper 1,998 — — 1,998 Total cash and cash equivalents $ 154,446 $ — $ — $ 154,446 Short-term investments: U.S. Treasury securities $ 151,857 $ 13 $ — $ 151,870 Corporate bonds 38,149 — (5 ) 38,144 Agency bonds 11,028 — (2 ) 11,026 Commercial paper 7,770 1 — 7,771 Total short-term investments $ 208,804 $ 14 $ (7 ) $ 208,811 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The following tables provide the financial instruments measured at fair value (in thousands): June 30, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: U.S. Treasury securities $ — $ — $ — $ — Money market fund 97,983 — — 97,983 Commercial paper — — — — Total cash equivalents $ 97,983 $ — $ — $ 97,983 Short-term investments: U.S. Treasury securities $ 58,206 $ — $ — $ 58,206 Corporate bonds — 47,728 — 47,728 Agency bonds — — — — Commercial paper — — — — Total short-term investments $ 58,206 $ 47,728 $ — $ 105,934 December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents: U.S. Treasury securities $ 29,981 $ — $ — $ 29,981 Money market fund 5,399 — — 5,399 Corporate bonds — 3,749 — 3,749 Agency bonds — 2,000 — 2,000 Commercial paper — 1,998 — 1,998 Total cash equivalents $ 35,380 $ 7,747 $ — $ 43,127 Short-term investments: U.S. Treasury securities $ 151,870 $ — $ — $ 151,870 Corporate bonds — 38,144 — 38,144 Agency bonds — 11,026 — 11,026 Commercial paper — 7,771 — 7,771 Total short-term investments $ 151,870 $ 56,941 $ — $ 208,811 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): June 30, 2020 December 31, 2019 Proprietary software $ 27,730 $ 23,318 Furniture and equipment 23,647 21,083 Automobiles 495 718 Leasehold improvements 48,634 43,505 100,506 88,624 Less: accumulated depreciation and amortization (40,506 ) (32,793 ) Property and equipment, net $ 60,000 $ 55,831 |
Schedule of Other Accrued and Current Liabilities | Other accrued and current liabilities consist of the following (in thousands): June 30, 2020 December 31, 2019 Returns reserve $ 12,926 $ 17,005 Accrued compensation 8,460 11,626 Site credit liability 5,535 5,080 Accrued sales tax and other taxes 6,647 6,132 Deferred revenue 2,293 4,767 Accrued marketing and outside services 7,509 6,830 Other 3,266 3,127 Other accrued and current liabilities $ 46,636 $ 54,567 |
Debt and Convertible Preferre_2
Debt and Convertible Preferred Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Total Interest Expense Recognized Related to Notes | The following table sets forth the total interest expense recognized related to the Notes from the date of issuance through June 30, 2020: Amount Contractual interest expense $ 203 Amortization of debt discount 130 Amortization of debt issuance costs 39 Total interest and amortization expense $ 372 |
Schedule of Future Minimum Payments Under Notes | Future minimum payments under the Notes as of June 30, 2020, are as follows: Fiscal Year Amount Remainder of 2020 $ 2,574 2021 5,175 2022 5,175 2023 5,175 2024 5,175 2025 175,088 Total future payments 198,362 Less amounts representing interest (25,862 ) Total principal amount $ 172,500 |
Notes as Liability Component | |
Schedule of Net Carrying Amount of Notes | The net carrying amount of the liability component of the Notes was as follows: June 30, 2020 Principal $ 172,500 Unamortized debt discount (19,658 ) Unamortized debt issuance costs (5,884 ) Net carrying amount $ 146,958 |
Notes as Equity Component | |
Schedule of Net Carrying Amount of Notes | The net carrying amount of the equity component of the Notes was as follows: June 30, 2020 Proceeds allocated to the conversion options (debt discount) $ 19,787 Issuance costs (767 ) Net carrying amount $ 19,020 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Redeemable Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Convertible Preferred Stock and Redeemable Convertible Preferred Stock | At March 31, 2019, convertible preferred stock and redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): March 31, 2019 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A 18,960,000 18,941,619 $ 9,161 $ 9,217 Series B 13,784,443 13,652,791 13,774 14,000 Series C 9,335,659 9,328,791 20,289 20,374 Series D 14,367,652 14,324,642 39,886 40,000 Series E 13,612,543 13,586,946 39,880 40,000 Series F 12,956,724 12,956,724 56,154 58,397 Series G 21,986,733 21,986,733 118,325 123,881 Series H 10,182,113 10,182,111 69,937 70,138 Total 115,185,867 114,960,357 $ 367,406 $ 376,007 |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Total Stock-based Compensation Expense, Excluding Compensation Expense Related to Stock Sales, by Function | Total stock-based compensation expense, excluding compensation expense related to stock sales by current and former employees, by function was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Marketing $ 335 $ 74 $ 523 $ 143 Operations and technology 2,852 476 4,330 966 Selling, general and administrative 2,942 737 4,686 1,288 Total $ 6,129 $ 1,287 $ 9,539 $ 2,397 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities by fiscal year for the Company’s operating leases are as follows (in thousands): Fiscal Year Amount Remainder of 2020 $ 11,158 2021 24,198 2022 21,540 2023 20,165 2024 19,758 Thereafter 71,771 Total future minimum payments $ 168,590 Less: Imputed interest (37,937 ) Present value of operating lease liabilities $ 130,653 |
Schedule of Future Minimum Lease Payments Under Noncancelable Operating Leases | As of December 31, 2019, the Company’s future minimum lease payments under the noncancelable operating leases were as follows (in thousands): Year ending December 31, Amount 2020 $ 20,530 2021 22,059 2022 19,610 2023 18,307 2024 17,957 Thereafter 67,208 Total future minimum payments $ 165,671 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to the Company’s operating leases are as follows (in thousands): Six Months Ended June 30, 2020 Operating cash flows used for operating leases $ 4,359 Operating lease assets obtained in exchange for operating lease liabilities $ 16,513 |
Schedule of Weighted Average Remaining Lease Term and Discount Rate for Operating Leases | The weighted average remaining lease term and discount rate for the Company’s operating leases are as follows: June 30, 2020 Weighted average remaining lease term 7.7 years Weighted average discount rate 7.0 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss Per Share | A reconciliation of the numerator and denominator used in the calculation of the basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator Net loss attributable to common stockholders $ (42,892 ) $ (26,875 ) $ (81,184 ) $ (53,452 ) Denominator Weighted-average common shares outstanding used to calculate net loss per share attributable to common stockholders, basic and diluted 87,064,384 9,494,447 86,826,590 9,102,234 Net loss per share attributable to common stockholders, basic and diluted $ (0.49 ) $ (2.83 ) $ (0.94 ) $ (5.87 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis, except the Convertible Senior Notes): June 30, 2020 2019 Convertible preferred stock — 38,778,180 Redeemable convertible preferred stock — 19,585,426 Options to purchase common stock 7,164,423 9,537,699 Restricted stock units 4,710,775 — Warrants to purchase convertible preferred stock — 103,563 Estimated shares issuable under the Employee Stock Purchase Plan 98,536 — Assumed conversion of the Convertible Senior Notes 9,705,454 — Total 21,679,188 68,004,868 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2019 |
Class Of Stock [Line Items] | ||||||
Decrease in net revenues due to COVID-19 | 21.00% | 5.00% | ||||
Issuance costs | $ 3,057 | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Redeemable convertible preferred stock outstanding | 114,960,357 | |||||
Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Number of common stock issued | 15,000,000 | |||||
Common stock issued price per share | $ 20 | |||||
Net proceeds from issuance of initial public offering | $ 315,500 | |||||
Underwriting discounts and commissions | 24,100 | |||||
Issuance costs | $ 5,300 | |||||
Common stock, shares authorized | 500,000,000 | |||||
Undesignated preferred stock, shares authorized for issuance | 50,000,000 | |||||
Redeemable convertible preferred stock outstanding | 114,960,357 | |||||
Convertible preferred stock converted into common stock | 58,363,606 | |||||
Description of reverse stock split | On June 13, 2019 the Company effected a reverse split of shares of the Company’s common stock on a 1-for-2 basis | |||||
Reverse stock split ratio | 0.5 | |||||
Initial Public Offering | Common Stock Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Conversion of preferred stock warrants into common stock warrants | 103,563 | |||||
Underwriters' Option to Purchase Additional Shares | ||||||
Class Of Stock [Line Items] | ||||||
Number of common stock issued | 2,250,000 | |||||
Common stock issued price per share | $ 20 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020USD ($)Customer | Jun. 30, 2019Customer | Jun. 30, 2020USD ($)Customer | Jun. 30, 2019Customer | Dec. 31, 2019USD ($)Customer | Jan. 01, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Contractual liabilities | $ 2,293,000 | $ 2,293,000 | $ 4,767,000 | |||
Unrealized gains and losses within accumulated other comprehensive income (loss), excepts other than temporary losses | 0 | $ 0 | ||||
Right-of-use asset | 118,798,000 | 118,798,000 | $ 110,300,000 | |||
Current operating lease liabilities | 15,045,000 | 15,045,000 | 12,800,000 | |||
Operating lease liabilities, net of current portion | 115,608,000 | 115,608,000 | $ 106,200,000 | |||
Market value of common stock held by non-affiliates | $ 700,000,000 | $ 700,000,000 | ||||
ASU 2016-02 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Change in accounting principle, accounting standards update, early adoption | true | true | ||||
Date accounting standards update was adopted | Jan. 1, 2020 | Jan. 1, 2020 | ||||
Change in accounting principle, accounting standards update, transition option elected [Extensible List] | us-gaap:AccountingStandardsUpdate201602RetrospectiveMember | |||||
ASU 2018-13 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Date accounting standards update was adopted | Jan. 1, 2020 | Jan. 1, 2020 | ||||
Change in accounting principle, accounting standards update, adopted | true | true | ||||
Change in accounting principle, accounting standards update, immaterial effect | true | true | ||||
Accounts Receivable | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of major customers | Customer | 0 | 0 | ||||
Total Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of major customers | Customer | 0 | 0 | 0 | 0 | ||
Deferred Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Contractual liabilities | $ 1,800,000 | $ 1,800,000 | $ 3,500,000 | |||
Common Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Dividend or distribution declared | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash and Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 304,348 | $ 154,446 | $ 53,314 | |
Restricted cash | 11,700 | |||
Total cash, cash equivalents and restricted cash | $ 304,348 | $ 154,446 | $ 65,014 | $ 45,627 |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-term Investments - Summary of Estimated Value of Cash, Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | $ 304,348 | $ 154,446 |
Cash and cash equivalents, fair value | 304,348 | 154,446 |
Short-term investments, amortized cost | 105,534 | 208,804 |
Short-term investments, unrealized gain | 400 | 14 |
Short-term investments, unrealized loss | (7) | |
Short-term investments, fair value | 105,934 | 208,811 |
Cash | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | 206,365 | 111,319 |
Cash and cash equivalents, fair value | 206,365 | 111,319 |
Money Market Fund | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | 97,983 | 5,399 |
Cash and cash equivalents, fair value | 97,983 | 5,399 |
Corporate Bonds | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | 3,749 | |
Cash and cash equivalents, fair value | 3,749 | |
Short-term investments, amortized cost | 47,516 | 38,149 |
Short-term investments, unrealized gain | 212 | |
Short-term investments, unrealized loss | (5) | |
Short-term investments, fair value | 47,728 | 38,144 |
Agency Bonds | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | 2,000 | |
Cash and cash equivalents, fair value | 2,000 | |
Short-term investments, amortized cost | 11,028 | |
Short-term investments, unrealized loss | (2) | |
Short-term investments, fair value | 11,026 | |
Commercial Paper | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | 1,998 | |
Cash and cash equivalents, fair value | 1,998 | |
Short-term investments, amortized cost | 7,770 | |
Short-term investments, unrealized gain | 1 | |
Short-term investments, fair value | 7,771 | |
U.S. Treasury Securities | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | 29,981 | |
Cash and cash equivalents, fair value | 29,981 | |
Short-term investments, amortized cost | 58,018 | 151,857 |
Short-term investments, unrealized gain | 188 | 13 |
Short-term investments, fair value | $ 58,206 | $ 151,870 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-term Investments - Additional Information (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Maximum | ||
Cash And Cash Equivalents [Line Items] | ||
Short term investments contractual maturity term | 1 year | 1 year |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 15, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Asset transfers Level 1 to Level 2 | $ 0 | $ 0 | |
Asset transfers Level 2 to Level 1 | 0 | 0 | |
Asset transfers into Level 3 | 0 | 0 | |
Asset transfers out of Level 3 | 0 | 0 | |
Liabilities transfers Level 1 to Level 2 | 0 | 0 | |
Liabilities transfers Level 2 to Level 1 | 0 | 0 | |
Liability transfers into Level 3 | 0 | 0 | |
Liability transfers out of Level 3 | 0 | $ 0 | |
Aggregate face amount | 172,500,000 | ||
Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Estimated fair value based on market price | 166,800,000 | ||
Convertible Senior Notes | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Aggregate face amount | $ 172,500,000 | ||
3.00% Convertible Senior Notes Due 2025 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Notes interest rate | 3.00% | 3.00% | |
Fair value of liability | $ 152,700,000 | $ 152,700,000 | |
Discount on initial issuance | $ 19,800,000 | ||
Aggregate face amount | $ 172,500,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Cash equivalents | $ 304,348 | $ 154,446 |
Short-term investments | 105,934 | 208,811 |
Recurring | ||
Assets | ||
Cash equivalents | 97,983 | 43,127 |
Short-term investments | 105,934 | 208,811 |
Recurring | U.S. Treasury Securities | ||
Assets | ||
Cash equivalents | 29,981 | |
Short-term investments | 58,206 | 151,870 |
Recurring | Money Market Fund | ||
Assets | ||
Cash equivalents | 97,983 | 5,399 |
Recurring | Corporate Bonds | ||
Assets | ||
Cash equivalents | 3,749 | |
Short-term investments | 47,728 | 38,144 |
Recurring | Agency Bonds | ||
Assets | ||
Cash equivalents | 2,000 | |
Short-term investments | 11,026 | |
Recurring | Commercial Paper | ||
Assets | ||
Cash equivalents | 1,998 | |
Short-term investments | 7,771 | |
Recurring | Level 1 | ||
Assets | ||
Cash equivalents | 97,983 | 35,380 |
Short-term investments | 58,206 | 151,870 |
Recurring | Level 1 | U.S. Treasury Securities | ||
Assets | ||
Cash equivalents | 29,981 | |
Short-term investments | 58,206 | 151,870 |
Recurring | Level 1 | Money Market Fund | ||
Assets | ||
Cash equivalents | 97,983 | 5,399 |
Recurring | Level 2 | ||
Assets | ||
Cash equivalents | 7,747 | |
Short-term investments | 47,728 | 56,941 |
Recurring | Level 2 | Corporate Bonds | ||
Assets | ||
Cash equivalents | 3,749 | |
Short-term investments | $ 47,728 | 38,144 |
Recurring | Level 2 | Agency Bonds | ||
Assets | ||
Cash equivalents | 2,000 | |
Short-term investments | 11,026 | |
Recurring | Level 2 | Commercial Paper | ||
Assets | ||
Cash equivalents | 1,998 | |
Short-term investments | $ 7,771 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 100,506 | $ 88,624 |
Less: accumulated depreciation and amortization | (40,506) | (32,793) |
Property and equipment, net | 60,000 | 55,831 |
Proprietary Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 27,730 | 23,318 |
Furniture And Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 23,647 | 21,083 |
Automobiles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 495 | 718 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 48,634 | $ 43,505 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense on property and equipment | $ 4.6 | $ 3.2 | $ 8.8 | $ 6 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Other Accrued and Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Returns reserve | $ 12,926 | $ 17,005 |
Accrued compensation | 8,460 | 11,626 |
Site credit liability | 5,535 | 5,080 |
Accrued sales tax and other taxes | 6,647 | 6,132 |
Deferred revenue | 2,293 | 4,767 |
Accrued marketing and outside services | 7,509 | 6,830 |
Other | 3,266 | 3,127 |
Other accrued and current liabilities | $ 46,636 | $ 54,567 |
Debt and Convertible Preferre_3
Debt and Convertible Preferred Stock Warrants - Additional Information (Details) | Jun. 10, 2020$ / shares | Jul. 26, 2019USD ($) | Jun. 30, 2020USD ($)d$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jul. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 15, 2020USD ($) | Dec. 31, 2013USD ($) |
Debt Disclosure [Line Items] | ||||||||||||||
Aggregate principal amount | $ 172,500,000 | $ 172,500,000 | $ 172,500,000 | $ 172,500,000 | ||||||||||
Proceeds from issuance of convertible senior notes, net of issuance costs | 166,314,000 | |||||||||||||
Purchase of capped call transactions | 22,546,000 | 22,546,000 | ||||||||||||
Debt issuance costs | 6,700,000 | 6,700,000 | 6,700,000 | 6,700,000 | ||||||||||
Equity component of convertible senior notes, net of issuance costs | 800,000 | 19,020,000 | ||||||||||||
Liability component recorded as a reduction in carrying value of debt | $ 5,900,000 | $ 5,900,000 | $ 5,900,000 | $ 5,900,000 | ||||||||||
Amortization period | 5 years | |||||||||||||
Effective Interest rate | 6.40% | |||||||||||||
Payment to counterparties for purchased calls | $ 22,500,000 | |||||||||||||
Common stock subject to adjustment and exercisable upon conversion of initial notes | shares | 9,705,454 | 9,705,454 | 9,705,454 | 9,705,454 | ||||||||||
Cap price of capped transactions | $ / shares | 27.88 | |||||||||||||
Derivative cap price as percentage on common stock price per share | 100.00% | |||||||||||||
Closing price of common stock per share | $ / shares | $ 13.94 | |||||||||||||
Reduction to additional paid premium payments for capped call transactions | $ 22,500,000 | |||||||||||||
Long-term debt, gross | $ 198,362,000 | $ 198,362,000 | $ 198,362,000 | $ 198,362,000 | ||||||||||
Interest expense related to term loans | $ 372,000 | $ 0 | $ 100,000 | |||||||||||
Warrants outstanding | shares | 0 | 0 | 0 | 0 | ||||||||||
Letter of Credit | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument, maturity date | Aug. 1, 2019 | |||||||||||||
Line of credit | $ 1,500,000 | |||||||||||||
IPO | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt, success fee | $ 300,000 | |||||||||||||
Series G Convertible Preferred Stock | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt, success fee | $ 100,000 | |||||||||||||
Series B Convertible Preferred Stock | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Outstanding preferred stock warrants exercised (in shares) | shares | 131,652 | 131,652 | 131,652 | 131,652 | ||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.03 | $ 1.03 | $ 1.03 | $ 1.03 | ||||||||||
Series C Convertible Preferred Stock | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Outstanding preferred stock warrants exercised (in shares) | shares | 6,868 | 6,868 | 6,868 | 6,868 | ||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.18 | $ 2.18 | $ 2.18 | $ 2.18 | ||||||||||
Series D Convertible Preferred Stock | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Outstanding preferred stock warrants exercised (in shares) | shares | 43,010 | 43,010 | 43,010 | 43,010 | ||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.79 | $ 2.79 | $ 2.79 | $ 2.79 | ||||||||||
Series E Convertible Preferred Stock | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Outstanding preferred stock warrants exercised (in shares) | shares | 25,597 | 25,597 | 25,597 | 25,597 | ||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.93 | $ 2.93 | $ 2.93 | $ 2.93 | ||||||||||
Convertible Preferred Stock | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Warrant term | 10 years | |||||||||||||
Term Loan Facility | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||||||
Increase in borrowing capacity | $ 11,600,000 | |||||||||||||
Debt instrument required covenants percentage on forecasted gross revenue | 80.00% | |||||||||||||
Debt, combined success fee | $ 300,000 | |||||||||||||
Debt, additional success fee | $ 100,000 | |||||||||||||
Net cash proceeds from subordinated debt securities | $ 50,000,000 | |||||||||||||
Term Loans | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Long-term debt, gross | $ 15,000,000 | |||||||||||||
Repayments on loans | $ 6,500,000 | |||||||||||||
Term Loan I | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument, maturity date | Jan. 31, 2021 | Jan. 31, 2019 | ||||||||||||
Notes frequency of periodic payment | 30 equal monthly installments | |||||||||||||
Effective Interest rate | 0.35% | 0.10% | ||||||||||||
Long-term debt, gross | $ 7,500,000 | |||||||||||||
Term Loan II | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument, maturity date | Jan. 1, 2020 | |||||||||||||
Long-term debt, gross | $ 7,500,000 | |||||||||||||
Notes | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Aggregate principal amount | $ 172,500,000 | $ 172,500,000 | $ 172,500,000 | $ 172,500,000 | ||||||||||
Notes interest rate | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | |||||||||
Debt instrument, maturity date | Jun. 15, 2025 | |||||||||||||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 165,800,000 | |||||||||||||
Purchase of capped call transactions | $ 22,500,000 | |||||||||||||
Notes frequency of periodic payment | semi-annually | |||||||||||||
Number of shares per $1,000 principal amount | shares | 56.2635 | |||||||||||||
Initial conversion price | $ / shares | $ 17.77 | $ 17.77 | $ 17.77 | $ 17.77 | ||||||||||
Notes, threshold percentage of stock price trigger | 130.00% | |||||||||||||
Notes, threshold trading days | d | 20 | |||||||||||||
Notes, threshold consecutive trading days | d | 30 | |||||||||||||
Percentage on aggregate principal amount of notes to be payable upon the event of default | 25.00% | |||||||||||||
Interest rate used to compute initial fair value of liability | 5.67% | |||||||||||||
Fair value of liability | $ 152,700,000 | $ 152,700,000 | $ 152,700,000 | $ 152,700,000 | $ 152,700,000 | |||||||||
Notes | Purchased Calls | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Expiration date | Jun. 12, 2025 | |||||||||||||
Notes | Conversion Option One | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Notes, threshold percentage of stock price trigger | 130.00% | |||||||||||||
Notes, threshold trading days | d | 20 | |||||||||||||
Notes, threshold consecutive trading days | d | 30 | |||||||||||||
Notes | Conversion Option Two | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Notes, threshold percentage of stock price trigger | 98.00% | |||||||||||||
Notes, threshold consecutive trading days | d | 5 | |||||||||||||
Notes, threshold trading days | d | 5 | |||||||||||||
Notes | Initial Purchasers | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Aggregate principal amount | $ 22,500,000 | $ 22,500,000 | $ 22,500,000 | $ 22,500,000 |
Debt and Convertible Preferre_4
Debt and Convertible Preferred Stock Warrants - Schedule of Net Carrying Amount of Liability Component of Notes (Details) | Jun. 30, 2020USD ($) |
Debt Disclosure [Line Items] | |
Principal | $ 172,500,000 |
Unamortized debt issuance costs | (5,900,000) |
Notes as Liability Component | |
Debt Disclosure [Line Items] | |
Principal | 172,500,000 |
Unamortized debt discount | (19,658,000) |
Unamortized debt issuance costs | (5,884,000) |
Net carrying amount | $ 146,958,000 |
Debt and Convertible Preferre_5
Debt and Convertible Preferred Stock Warrants - Schedule of Net Carrying Amount of Equity Component of Notes (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Debt Disclosure [Line Items] | |
Issuance costs | $ (6,700) |
Notes as Equity Component | |
Debt Disclosure [Line Items] | |
Proceeds allocated to the conversion options (debt discount) | 19,787 |
Issuance costs | (767) |
Net carrying amount | $ 19,020 |
Debt and Convertible Preferre_6
Debt and Convertible Preferred Stock Warrants - Total Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |||
Contractual interest expense | $ 203 | ||
Amortization of debt discount | 130 | ||
Amortization of debt issuance costs | 39 | ||
Total interest and amortization expense | $ 372 | $ 0 | $ 100 |
Debt and Convertible Preferre_7
Debt and Convertible Preferred Stock Warrants - Schedule of Future Minimum Payments Under Notes (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2020 | $ 2,574 |
2021 | 5,175 |
2022 | 5,175 |
2023 | 5,175 |
2024 | 5,175 |
2025 | 175,088 |
Total future payments | 198,362 |
Less amounts representing interest | (25,862) |
Total principal amount | $ 172,500 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2019 | Mar. 31, 2019 | Jun. 30, 2019 |
Temporary Equity [Line Items] | |||
Aggregate gross proceeds | $ 26,283 | ||
Initial Public Offering | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock converted into common stock | 58,363,606 | ||
Series H | |||
Temporary Equity [Line Items] | |||
Redeemable convertible preferred stock issued | 6,350,345 | ||
Convertible preferred stock issued | 3,831,766 | ||
Preferred stock par value | $ 6.8748 | ||
Aggregate gross proceeds | $ 70,000 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Redeemable Convertible Preferred Stock - Summary of Convertible Preferred Stock and Redeemable Convertible Preferred Stock (Details) $ in Thousands | Mar. 31, 2019USD ($)shares |
Temporary Equity [Line Items] | |
Shares Authorized | 115,185,867 |
Shares Issued | 114,960,357 |
Shares Outstanding | 114,960,357 |
Net Carrying Value | $ | $ 367,406 |
Aggregate Liquidation Preference | $ | $ 376,007 |
Series A | |
Temporary Equity [Line Items] | |
Shares Authorized | 18,960,000 |
Shares Issued | 18,941,619 |
Shares Outstanding | 18,941,619 |
Net Carrying Value | $ | $ 9,161 |
Aggregate Liquidation Preference | $ | $ 9,217 |
Series B | |
Temporary Equity [Line Items] | |
Shares Authorized | 13,784,443 |
Shares Issued | 13,652,791 |
Shares Outstanding | 13,652,791 |
Net Carrying Value | $ | $ 13,774 |
Aggregate Liquidation Preference | $ | $ 14,000 |
Series C | |
Temporary Equity [Line Items] | |
Shares Authorized | 9,335,659 |
Shares Issued | 9,328,791 |
Shares Outstanding | 9,328,791 |
Net Carrying Value | $ | $ 20,289 |
Aggregate Liquidation Preference | $ | $ 20,374 |
Series D | |
Temporary Equity [Line Items] | |
Shares Authorized | 14,367,652 |
Shares Issued | 14,324,642 |
Shares Outstanding | 14,324,642 |
Net Carrying Value | $ | $ 39,886 |
Aggregate Liquidation Preference | $ | $ 40,000 |
Series E | |
Temporary Equity [Line Items] | |
Shares Authorized | 13,612,543 |
Shares Issued | 13,586,946 |
Shares Outstanding | 13,586,946 |
Net Carrying Value | $ | $ 39,880 |
Aggregate Liquidation Preference | $ | $ 40,000 |
Series F | |
Temporary Equity [Line Items] | |
Shares Authorized | 12,956,724 |
Shares Issued | 12,956,724 |
Shares Outstanding | 12,956,724 |
Net Carrying Value | $ | $ 56,154 |
Aggregate Liquidation Preference | $ | $ 58,397 |
Series G | |
Temporary Equity [Line Items] | |
Shares Authorized | 21,986,733 |
Shares Issued | 21,986,733 |
Shares Outstanding | 21,986,733 |
Net Carrying Value | $ | $ 118,325 |
Aggregate Liquidation Preference | $ | $ 123,881 |
Series H | |
Temporary Equity [Line Items] | |
Shares Authorized | 10,182,113 |
Shares Issued | 10,182,111 |
Shares Outstanding | 10,182,111 |
Net Carrying Value | $ | $ 69,937 |
Aggregate Liquidation Preference | $ | $ 70,138 |
Share-based Compensation Plan_2
Share-based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2011 | |
Selling, General and Administrative | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Compensation expense | $ 0.8 | ||||||
Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares issued in transaction | 382,477 | ||||||
Sale of stock, price per share | $ 12.72 | $ 12.72 | |||||
Sale of stock, aggregate amount | $ 4.9 | ||||||
Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares authorized | 1,750,000 | 1,750,000 | |||||
Number of shares purchased | 0 | 0 | 0 | 0 | |||
Unrecognized compensation costs | $ 0.3 | $ 0.3 | |||||
Weighted average period expect to recognized | 4 months 24 days | ||||||
Employee Stock Purchase Plan | First Business Day | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options granted as percentage on fair value of stock | 85.00% | ||||||
Employee Stock Purchase Plan | Last Business Day | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options granted as percentage on fair value of stock | 85.00% | ||||||
2011 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Percentage of maximum incentive stock options granted to stockholders | 10.00% | ||||||
2011 Plan | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options exercisable period | 10 years | ||||||
2011 Plan | Incentive and Non-statutory Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares authorized | 12,987,255 | ||||||
2011 Plan | Incentive and Non-statutory Stock Options | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options granted as percentage on fair value of stock | 100.00% | ||||||
2011 Plan | Incentive Stock Options | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options granted as percentage on fair value of stock | 110.00% | ||||||
2019 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares authorized | 8,000,000 | 8,000,000 |
Share-based Compensation Plan_3
Share-based Compensation Plans - Schedule of Total Stock-based Compensation Expense, Excluding Compensation Expense Related to Stock Sales, by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 6,129 | $ 1,287 | $ 9,539 | $ 2,397 |
Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 335 | 74 | 523 | 143 |
Operations and Technology | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,852 | 476 | 4,330 | 966 |
Selling, General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,942 | $ 737 | $ 4,686 | $ 1,288 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Line Items] | ||||
Operating lease costs | $ 6.2 | $ 12.2 | ||
Rent expense from operating leases | $ 4.6 | $ 8.7 | ||
Minimum | ||||
Leases [Line Items] | ||||
Operating lease term | 1 year | 1 year | ||
Maximum | ||||
Leases [Line Items] | ||||
Operating lease term | 14 years | 14 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 11,158 |
2021 | 24,198 |
2022 | 21,540 |
2023 | 20,165 |
2024 | 19,758 |
Thereafter | 71,771 |
Total future minimum payments | 168,590 |
Less: Imputed interest | (37,937) |
Present value of operating lease liabilities | $ 130,653 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Noncancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 20,530 |
2021 | 22,059 |
2022 | 19,610 |
2023 | 18,307 |
2024 | 17,957 |
Thereafter | 67,208 |
Total future minimum payments | $ 165,671 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating cash flows used for operating leases | $ 4,359 |
Operating lease assets obtained in exchange for operating lease liabilities | $ 16,513 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate For Operating Leases (Details) | Jun. 30, 2020 |
Leases [Abstract] | |
Weighted average remaining lease term | 7 years 8 months 12 days |
Weighted average discount rate | 7.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | ||
Jan. 31, 2018USD ($)Installment | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Other Commitments [Line Items] | |||
Outstanding liability | $ 0.5 | $ 0.9 | |
Other Accrued and Current Liabilities | |||
Other Commitments [Line Items] | |||
Outstanding liability | 0.5 | ||
Other Noncurrent Liabilities | |||
Other Commitments [Line Items] | |||
Outstanding liability | $ 0.4 | ||
Selling, General and Administrative | |||
Other Commitments [Line Items] | |||
Estimated fair value of grant expense | $ 1.7 | ||
Fair value of grant, discount rate | 10.00% | ||
Endowment Agreement | |||
Other Commitments [Line Items] | |||
Donation fund | $ 2 | ||
Annual installment payment of donation fund | $ 0.5 | ||
Number of annual installments | Installment | 4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - Coronavirus Aid, Relief, and Economic Security Act (CARES) | Mar. 27, 2020 |
Operating Loss Carryforwards [Line Items] | |
Potential offset percentage of taxable income with NOLs | 100.00% |
Potential offset of taxable income before act enactment percentage | 80.00% |
Minimum | |
Operating Loss Carryforwards [Line Items] | |
Temporarily increases the interest deductibility threshold percentage of adjusted taxable income | 30.00% |
Maximum | |
Operating Loss Carryforwards [Line Items] | |
Temporarily increases the interest deductibility threshold percentage of adjusted taxable income | 50.00% |
Depreciating costs over for income tax purposes | 39 years |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator | ||||
Net loss attributable to common stockholders | $ (42,892) | $ (26,875) | $ (81,184) | $ (53,452) |
Denominator | ||||
Weighted-average common shares outstanding used to calculate net loss per share attributable to common stockholders, basic and diluted | 87,064,384 | 9,494,447 | 86,826,590 | 9,102,234 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.49) | $ (2.83) | $ (0.94) | $ (5.87) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 21,679,188 | 68,004,868 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 38,778,180 | |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 19,585,426 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 7,164,423 | 9,537,699 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 4,710,775 | |
Warrants | Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 103,563 | |
Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 98,536 | |
Convertible Senior Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 9,705,454 |